Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 24, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-35074 | |
Entity Registrant Name | SUMMIT HOTEL PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-2962512 | |
Entity Address, Address Line One | 13215 Bee Cave Parkway, Suite B-300 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 512 | |
Local Phone Number | 538-2300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 105,126,626 | |
Entity Central Index Key | 0001497645 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | INN | |
Security Exchange Name | NYSE | |
Series D Cumulative Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series D Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | INN-PD | |
Security Exchange Name | NYSE | |
Series E Cumulative Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series E Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | INN-PE | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Investment in hotel properties, net | $ 1,941,674 | $ 2,065,554 |
Undeveloped land | 2,267 | 2,267 |
Assets held for sale, net | 493 | 7,633 |
Investment in real estate loans, net | 31,856 | 30,700 |
Right-of-use assets | 29,313 | 0 |
Cash and cash equivalents | 48,796 | 44,088 |
Restricted cash | 27,066 | 28,468 |
Trade receivables, net | 21,253 | 13,978 |
Prepaid expenses and other | 7,634 | 10,111 |
Deferred charges, net | 4,118 | 4,691 |
Other assets | 8,751 | 14,807 |
Total assets | 2,123,221 | 2,222,297 |
Liabilities: | ||
Debt, net of debt issuance costs | 829,001 | 958,712 |
Lease liabilities | 18,887 | 0 |
Accounts payable | 5,288 | 5,391 |
Accrued expenses and other | 72,988 | 66,050 |
Total liabilities | 926,164 | 1,030,153 |
Commitments and contingencies (Note 10) | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 105,126,626 and 104,783,179 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 1,051 | 1,048 |
Additional paid-in capital | 1,187,715 | 1,185,310 |
Accumulated other comprehensive loss | (16,236) | (1,441) |
Retained earnings | 22,179 | 4,838 |
Total stockholders’ equity | 1,194,803 | 1,189,849 |
Non-controlling interests in operating partnership | 2,254 | 2,295 |
Total equity | 1,197,057 | 1,192,144 |
Total liabilities and equity | 2,123,221 | 2,222,297 |
6.45% Series D Preferred Stock | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Preferred stock | 30 | 30 |
6.25% Series E Preferred Stock | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Preferred stock | $ 64 | $ 64 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 105,126,626 | 104,783,179 |
Common stock, shares outstanding | 105,126,626 | 104,783,179 |
6.45% Series D Preferred Stock | ||
Preferred stock, shares authorized | 3,000,000 | |
Preferred stock, shares issued | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 |
Preferred stock, aggregate liquidation preference (in dollars) | $ 75,403 | $ 75,417 |
Preferred stock, dividend rate | 6.45% | 6.45% |
6.25% Series E Preferred Stock | ||
Preferred stock, shares authorized | 6,400,000 | |
Preferred stock, shares issued | 6,400,000 | 6,400,000 |
Preferred stock, shares outstanding | 6,400,000 | 6,400,000 |
Preferred stock, aggregate liquidation preference (in dollars) | $ 160,833 | $ 160,861 |
Preferred stock, dividend rate | 6.25% | 6.25% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues: | ||||
Revenues | $ 142,930 | $ 152,222 | $ 281,882 | $ 292,421 |
Expenses: | ||||
Property taxes, insurance and other | 10,695 | 11,032 | 22,103 | 22,030 |
Depreciation and amortization | 23,779 | 24,954 | 49,315 | 50,200 |
Corporate general and administrative | 5,920 | 5,620 | 11,910 | 12,227 |
Loss on impairment of assets | 1,685 | 0 | 1,685 | 0 |
Total expenses | 119,060 | 124,792 | 239,377 | 246,457 |
Gain on disposal of assets, net | 35,520 | 17,331 | 39,686 | 17,288 |
Operating income | 59,390 | 44,761 | 82,191 | 63,252 |
Other income (expense): | ||||
Interest expense | (9,766) | (10,402) | (20,618) | (19,731) |
Other income, net | 146 | 3,470 | 1,447 | 4,259 |
Total other income (expense) | (9,620) | (6,932) | (19,171) | (15,472) |
Income from continuing operations before income taxes | 49,770 | 37,829 | 63,020 | 47,780 |
Income tax expense (Note 12) | (701) | (152) | (1,051) | (412) |
Net income | 49,069 | 37,677 | 61,969 | 47,368 |
Non-controlling interest in Operating Partnership | (112) | (101) | (135) | (104) |
Net income attributable to Summit Hotel Properties, Inc. | 48,957 | 37,576 | 61,834 | 47,264 |
Preferred dividends | (3,709) | (3,709) | (7,418) | (9,252) |
Premium on redemption of preferred stock | 0 | 0 | 0 | (3,277) |
Net income attributable to common stockholders | $ 45,248 | $ 33,867 | $ 54,416 | $ 34,735 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.43 | $ 0.33 | $ 0.52 | $ 0.33 |
Diluted (in dollars per share) | $ 0.43 | $ 0.32 | $ 0.52 | $ 0.33 |
Weighted average common shares outstanding: | ||||
Basic (in Shares) | 103,896 | 103,643 | 103,823 | 103,572 |
Diluted (in Shares) | 103,937 | 103,883 | 103,888 | 103,892 |
Room | ||||
Revenues: | ||||
Revenues | $ 131,656 | $ 140,650 | $ 259,756 | $ 270,222 |
Expenses: | ||||
Cost of goods and services sold | 28,413 | 31,113 | 56,253 | 60,118 |
Food and beverage | ||||
Revenues: | ||||
Revenues | 6,280 | 6,517 | 12,442 | 12,846 |
Expenses: | ||||
Cost of goods and services sold | 4,688 | 5,107 | 9,288 | 10,106 |
Other | ||||
Revenues: | ||||
Revenues | 4,994 | 5,055 | 9,684 | 9,353 |
Expenses: | ||||
Cost of goods and services sold | 39,422 | 41,578 | 79,219 | 81,036 |
Management fees | ||||
Expenses: | ||||
Cost of goods and services sold | $ 4,458 | $ 5,388 | $ 9,604 | $ 10,740 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 49,069 | $ 37,677 | $ 61,969 | $ 47,368 |
Other comprehensive income, net of tax: | ||||
Changes in fair value of derivative financial instruments | (9,274) | 362 | (14,832) | 4,106 |
Comprehensive income | 39,795 | 38,039 | 47,137 | 51,474 |
Comprehensive income attributable to non-controlling interests: | ||||
Less - Comprehensive income attributable to non-controlling interest in Operating Partnership | (89) | (101) | (98) | (116) |
Comprehensive income attributable to Summit Hotel Properties, Inc. | 39,706 | 37,938 | 47,039 | 51,358 |
Preferred dividends | (3,709) | (3,709) | (7,418) | (9,252) |
Premium on redemption of preferred stock | 0 | 0 | 0 | (3,277) |
Comprehensive income attributable to common stockholders | $ 35,997 | $ 34,229 | $ 39,621 | $ 38,829 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Deficit) and Distributions | Total Stockholders’ Equity | Non-controlling Interests in Operating Partnership |
Balance at beginning of year at Dec. 31, 2017 | $ 1,277,376 | $ 128 | $ 1,043 | $ 1,262,679 | $ 1,451 | $ 9,201 | $ 1,274,502 | $ 2,874 |
Balance (in shares) at Dec. 31, 2017 | 12,800,000 | 104,287,128 | ||||||
Changes in equity | ||||||||
Common stock redemption of common units | 227 | 227 | (227) | |||||
Common stock redemption of common units (in shares) | 25,839 | 25,839 | ||||||
Redemption of preferred stock | $ (85,000) | $ (34) | (81,689) | (3,277) | (85,000) | |||
Redemption of preferred stock (in shares) | (3,400,000) | |||||||
Dividends | (46,991) | (46,878) | (46,878) | (113) | ||||
Equity-based compensation | 4,048 | $ 6 | 4,030 | 4,036 | 12 | |||
Equity-based compensation (in shares) | 618,984 | |||||||
Shares acquired for employee withholding requirements | $ (2,724) | $ (2) | (2,722) | (2,724) | ||||
Shares acquired for employee withholding requirements (in shares) | (187,850) | (187,850) | ||||||
Other | $ (127) | (127) | (127) | |||||
Other comprehensive loss | 4,106 | 4,094 | 4,094 | 12 | ||||
Net income | 47,368 | 47,264 | 47,264 | 104 | ||||
Balance at end of year at Jun. 30, 2018 | 1,198,056 | $ 94 | $ 1,047 | 1,182,398 | 5,545 | 6,310 | 1,195,394 | 2,662 |
Balance (in shares) at Jun. 30, 2018 | 9,400,000 | 104,744,101 | ||||||
Balance at beginning of year at Mar. 31, 2018 | 1,180,873 | $ 94 | $ 1,047 | 1,180,421 | 5,183 | (8,710) | 1,178,035 | 2,838 |
Balance (in shares) at Mar. 31, 2018 | 9,400,000 | 104,683,798 | ||||||
Changes in equity | ||||||||
Common stock redemption of common units | 227 | 227 | (227) | |||||
Common stock redemption of common units (in shares) | 25,839 | |||||||
Dividends | (22,611) | (22,556) | (22,556) | (55) | ||||
Equity-based compensation | 1,821 | 1,816 | 1,816 | 5 | ||||
Equity-based compensation (in shares) | 34,464 | |||||||
Other | (66) | (66) | (66) | |||||
Other comprehensive loss | 362 | 362 | 362 | |||||
Net income | 37,677 | 37,576 | 37,576 | 101 | ||||
Balance at end of year at Jun. 30, 2018 | 1,198,056 | $ 94 | $ 1,047 | 1,182,398 | 5,545 | 6,310 | 1,195,394 | 2,662 |
Balance (in shares) at Jun. 30, 2018 | 9,400,000 | 104,744,101 | ||||||
Balance at beginning of year at Dec. 31, 2018 | $ 1,192,144 | $ 94 | $ 1,048 | 1,185,310 | (1,441) | 4,838 | 1,189,849 | 2,295 |
Balance (in shares) at Dec. 31, 2018 | 9,400,000 | 104,783,179 | ||||||
Changes in equity | ||||||||
Common stock redemption of common units | 53 | 53 | (53) | |||||
Common stock redemption of common units (in shares) | 6,076 | 6,076 | ||||||
Dividends | $ (44,587) | (44,493) | (44,493) | (94) | ||||
Equity-based compensation | 3,316 | $ 4 | 3,304 | 3,308 | 8 | |||
Equity-based compensation (in shares) | 411,711 | |||||||
Shares acquired for employee withholding requirements | $ (839) | $ (1) | (838) | (839) | ||||
Shares acquired for employee withholding requirements (in shares) | (74,340) | (74,340) | ||||||
Other | $ (114) | (114) | (114) | |||||
Other comprehensive loss | (14,832) | (14,795) | (14,795) | (37) | ||||
Net income | 61,969 | 61,834 | 61,834 | 135 | ||||
Balance at end of year at Jun. 30, 2019 | 1,197,057 | $ 94 | $ 1,051 | 1,187,715 | (16,236) | 22,179 | 1,194,803 | 2,254 |
Balance (in shares) at Jun. 30, 2019 | 9,400,000 | 105,126,626 | ||||||
Balance at beginning of year at Mar. 31, 2019 | 1,177,969 | $ 94 | $ 1,051 | 1,185,790 | (6,985) | (4,241) | 1,175,709 | 2,260 |
Balance (in shares) at Mar. 31, 2019 | 9,400,000 | 105,080,113 | ||||||
Changes in equity | ||||||||
Common stock redemption of common units | 53 | 53 | (53) | |||||
Common stock redemption of common units (in shares) | 6,076 | |||||||
Dividends | (22,584) | (22,537) | (22,537) | (47) | ||||
Equity-based compensation | 1,964 | 1,959 | 1,959 | 5 | ||||
Equity-based compensation (in shares) | 40,885 | |||||||
Shares acquired for employee withholding requirements | (5) | (5) | (5) | |||||
Shares acquired for employee withholding requirements (in shares) | (448) | |||||||
Other | (82) | (82) | (82) | |||||
Other comprehensive loss | (9,274) | (9,251) | (9,251) | (23) | ||||
Net income | 49,069 | 48,957 | 48,957 | 112 | ||||
Balance at end of year at Jun. 30, 2019 | $ 1,197,057 | $ 94 | $ 1,051 | $ 1,187,715 | $ (16,236) | $ 22,179 | $ 1,194,803 | $ 2,254 |
Balance (in shares) at Jun. 30, 2019 | 9,400,000 | 105,126,626 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net income | $ 61,969 | $ 47,368 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 49,315 | 50,200 |
Amortization of deferred financing costs | 714 | 998 |
Loss on impairment of assets | 1,685 | 0 |
Equity-based compensation | 3,316 | 4,048 |
Gain on disposal of assets, net | (39,686) | (17,288) |
Non-cash interest income | (1,019) | (1,011) |
Debt transaction costs | 1,835 | 217 |
Other | 261 | 386 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (7,301) | (4,057) |
Prepaid expenses and other | 2,596 | 1,545 |
Accounts payable | (169) | (33) |
Accrued expenses and other | 1,784 | 2,041 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 75,300 | 84,414 |
INVESTING ACTIVITIES | ||
Acquisition of land under ground lease | (4,178) | 0 |
Investment in hotel properties under development | 0 | (10,828) |
Improvements to hotel properties | (32,576) | (30,648) |
Proceeds from asset dispositions, net | 143,957 | 41,735 |
Funding of real estate loans | (500) | (15,245) |
Proceeds from collection of real estate loans | 550 | 0 |
Increase in escrow deposits for acquisitions | (825) | 0 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 106,428 | (14,986) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 100,000 | 420,000 |
Principal payments on debt | (230,562) | (337,297) |
Redemption of preferred stock | 0 | (85,000) |
Dividends paid | (45,210) | (47,265) |
Financing fees on debt and other issuance costs | (1,811) | (1,785) |
Repurchase of common shares for withholding requirements | (839) | (2,724) |
NET CASH USED IN FINANCING ACTIVITIES | (178,422) | (54,071) |
Net change in cash, cash equivalents and restricted cash | 3,306 | 15,357 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning of period | 72,556 | 66,007 |
End of period | 75,862 | 81,364 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash payments for interest | 21,463 | 18,638 |
Accrued acquisition costs and improvements to hotel properties | 5,018 | 5,765 |
Capitalized interest | 0 | 446 |
Net cash (refunds) payments for income taxes | $ (802) | $ 622 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Summit Hotel Properties, Inc. (the “Company”) is a self-managed hotel investment company that was organized on June 30, 2010 as a Maryland corporation. The Company holds both general and limited partnership interests in Summit Hotel OP, LP (the “Operating Partnership”), a Delaware limited partnership also organized on June 30, 2010. Unless the context otherwise requires, “we,” “us,” and “our” refer to the Company and its consolidated subsidiaries. We focus on owning primarily premium-branded, select-service hotels. At June 30, 2019 , our portfolio consisted of 69 hotels with a total of 10,715 guestrooms located in 24 states. We have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. To qualify as a REIT, we cannot operate or manage our hotels. Accordingly, all of our hotels are leased to subsidiaries (“TRS Lessees”) of our taxable REIT subsidiary (“TRS”). We indirectly own 100% of the outstanding equity interests in all of our TRS Lessees. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying Condensed Consolidated Financial Statements of the Company consolidate the accounts of the Company and all entities that are controlled by the Company’s ownership of a majority voting interest in such entities, as well as variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Act of 1934 (the “Exchange Act”). Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three and six months ended June 30, 2019 may not be indicative of the results that may be expected for the full year of 2019 . For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 . Investment in Hotel Properties The Company allocates the purchase price of acquired hotel properties based on the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Intangible assets may include certain value associated with the on-going operations of the hotel business being acquired as part of the hotel property acquisition. We determine the acquisition-date fair values of all assets and assumed liabilities using methods similar to those used by independent appraisers, including using a discounted cash flow analysis that uses appropriate discount or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. If substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets, the asset or asset group is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of the purchase price of the acquired hotel properties. Our hotel properties and related assets are recorded at cost, less accumulated depreciation. We capitalize hotel development costs and the costs of significant additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include hotel development, refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred. On a limited basis, we provide financing to developers of hotel properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the hotel property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in the hotel property, we reflect the loan as an investment in hotel properties under development in our Condensed Consolidated Balance Sheets. If classified as hotel properties under development, no interest income is recognized on the loan and interest expense is capitalized as part of our investment in the hotel property during the construction period. We monitor events and changes in circumstances for indicators that the carrying value of a hotel property or undeveloped land may be impaired. Additionally, we perform at least annual reviews to monitor the factors that could trigger an impairment. Factors that we consider for an impairment analysis include, among others: i) significant underperformance relative to historical or anticipated operating results, ii) significant changes in the manner of use of a property or the strategy of our overall business, including changes in the estimated holding periods for hotel properties and land parcels, iii) a significant increase in competition, iv) a significant adverse change in legal factors or regulations, v) changes in values of comparable land or hotel sales, and vi) significant negative industry or economic trends. When such factors are identified, we prepare an estimate of the undiscounted future cash flows of the specific property and determine if the carrying amount of the asset is recoverable. If an impairment is identified, we estimate the fair value of the property based on discounted cash flows or sales price if the property is under contract and an adjustment is made to reduce the carrying value of the property to its estimated fair value. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which changed lessee accounting to reflect the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet. We adopted ASU No. 2016-02 on January 1, 2019. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of ASC No. 842, Leases . In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , to give companies another option for transition and to provide lessors with a practical expedient to reduce the cost and complexity of implementing the new standard. The transition option allows companies to not apply the new lease standard in the comparative periods they present in their financial statements in the year of adoption. The Company elected certain practical expedients allowed under the guidance and retained the original lease classification and historical accounting for initial direct costs for leases existing prior to the adoption date. The Company also elected not to restate prior periods for the effect of the adoption of the new standard. In accordance with ASU No. 2016-02, we reclassified certain existing lease-related assets and liabilities to Right-of-use assets as of January 1, 2019. The adoption of ASU No. 2016-02 resulted in the recognition of incremental right-of-use assets and related lease liabilities of $23.6 million on the Condensed Consolidated Balance Sheet as of January 1, 2019. Notes Receivables We selectively provide mezzanine lending to developers, where we also have the opportunity to acquire the hotel at or after the completion of the development project, and we also may provide seller financing under limited circumstances. We classify notes receivable as held-to-maturity and carry the notes receivable at cost less the unamortized discount, if any. We routinely evaluate our notes receivable for potential credit or collection issues that may indicate an impairment. Losses on notes receivable are recognized when incurred based on our best estimate of probable impairment. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At times, cash on deposit may exceed the federally insured limit. We maintain our cash with high credit quality financial institutions. Restricted Cash Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves. Revenue Recognition In accordance with ASU No. 2014-09, revenues from the operation of our hotels are recognized when guestrooms are occupied, services have been rendered or fees have been earned. Revenues are recorded net of any discounts and sales and other taxes collected from customers. Revenues consist of room sales, food and beverage sales, and other hotel revenues and are presented on a disaggregated basis on our Condensed Consolidated Statements of Operations. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. Our performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel's restaurant, bar or other facilities. Our performance obligations are fulfilled at the time that food and beverage is purchased and provided to our customers. Other revenues such as for parking, meeting space or telephone services are recognized at the point in time or over the time period that the associated good or service is provided. Ancillary services such as parking at certain hotels are provided by third parties and we assess whether we are the principal or agent in such arrangements. If we are determined to be the agent, revenue is recognized based upon the commission paid to us by the third party for the services rendered to our customers. If we are determined to be the principal, revenues are recognized based upon the gross contract price of the service provided. Certain of our hotels have retail spaces, restaurants or other spaces that we lease to third parties. Lease revenues are recognized on a straight line basis over the respective lease terms and are included in Other income on our Condensed Consolidated Statements of Operations. Cash received prior to customer arrival is recorded as an advance deposit from the customer and is recognized as revenue at the time of occupancy. Equity-Based Compensation Our 2011 Equity Incentive Plan, which was amended and restated effective June 15, 2015 (as amended, the “Equity Plan”), provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards. We account for the stock options granted upon completion of our IPO at fair value using the Black-Scholes option-pricing model and we account for all other awards of equity, including time-based and performance-based stock awards, using the grant date fair value of those equity awards. Restricted stock awards with performance-based vesting conditions are market-based awards tied to total stockholder return and are valued using a Monte Carlo simulation model in accordance with ASC Topic 718, Compensation — Stock Compensation . We expense the fair value of awards under the Equity Plan ratably over the vesting period and market-based awards are not adjusted for performance. The amount of stock-based compensation expense may be subject to adjustment in future periods due to a change in forfeiture assumptions or modification of previously granted awards. Derivative Financial Instruments and Hedging We use interest rate derivatives to hedge our risks on variable-rate debt. Interest rate derivatives could include swaps, caps and floors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative financial instrument with the changes in fair value or cash flows of the designated hedged item or transaction. All derivative financial instruments are recorded at fair value as a net asset or liability in our Condensed Consolidated Balance Sheets. The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. Income Taxes We have elected to be taxed as a REIT under certain provisions of the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute annually to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, which does not necessarily equal net income as calculated in accordance with GAAP. As a REIT, we generally will not be subject to federal income tax (other than taxes paid by our TRS at regular corporate income tax rates) to the extent we distribute 100% of our REIT taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will be unable to re- elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT, unless we satisfy certain relief provisions. Fair Value Measurement Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Directly or indirectly observable inputs, other than quoted prices in active markets. Level 3: Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). Our estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. We classify assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. We have elected a measurement alternative for equity investments, such as our purchase options, that do not have readily determinable fair values. Under the alternative, our purchase options are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, if any. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. New Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which clarifies when an entity recognizes a credit loss on certain financial assets. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit Losses: Targeted Transition Relief , which provides an option to irrevocably elect the fair value option in ASC No. 825-10, Financial Instruments - Overall , applied on an instrument-by-instrument basis for eligible instruments, upon adoption of ASC No. 326, Financial Instruments - Credit Losses . ASU 2016-13 and ASU 2019-05 are both effective for our fiscal year commencing on January 1, 2020, with early adoption permitted. The adoption of ASU No. 2016-13 or ASU No. 2019-05 will not have a material effect on our consolidated financial position or results of operations. In August 2018, the FASB issued ASU No. 2018-15, Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement , which clarifies how an entity should account for fees paid in a cloud computing arrangement. ASU 2018-15 is effective for our fiscal year commencing on January 1, 2020, with early adoption permitted. During fiscal 2019, we elected to early adopt ASU No. 2018-15. The adoption of ASU No. 2018-15 did not have a material effect on our consolidated financial position or results of operations. |
INVESTMENT IN HOTEL PROPERTIES,
INVESTMENT IN HOTEL PROPERTIES, NET | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
INVESTMENT IN HOTEL PROPERTIES, NET | INVESTMENT IN HOTEL PROPERTIES, NET Investment in Hotel Properties, net Investment in hotel properties, net at June 30, 2019 and December 31, 2018 is as follows (in thousands): June 30, 2019 December 31, 2018 Hotel buildings and improvements $ 1,822,659 $ 1,916,194 Land 277,452 288,833 Furniture, fixtures and equipment 155,113 165,026 Construction in progress 18,903 21,059 Intangible assets 11,419 22,064 2,285,546 2,413,176 Less - accumulated depreciation and amortization (343,872 ) (347,622 ) $ 1,941,674 $ 2,065,554 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which changed lessee accounting to reflect the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet. In accordance with ASU No. 2016-02, we reclassified certain existing lease-related intangible assets to Right-of-use assets as of the required implementation date of January 1, 2019 (See "Note 6 - Leases" for further information). Asset Sales On April 17, 2019, we completed the sale of six hotel properties as follows: Franchise/Brand Location Guestrooms SpringHill Suites Bloomington, MN 113 Hampton Inn & Suites Bloomington, MN 146 Residence Inn Salt Lake City, UT 189 Hyatt Place Arlington, TX 127 Hampton Inn Goleta, CA 101 Hampton Inn Norwood, MA 139 Total 815 The sale resulted in a net gain of $36.6 million based on a gross aggregate sales price of $135.0 million , or a net aggregate sales price of $133.0 million after a buyer credit of $2.0 million . On February 12, 2019, we completed the sale of two hotel properties, the Country Inn & Suites - Charleston, WV and the Holiday Inn Express - Charleston, WV, for an aggregate sales price of $11.6 million . The sale of these properties resulted in the realization of an aggregate gain of $4.2 million . On June 29, 2018, we sold the Holiday Inn Express & Suites in Sandy, UT and the Hampton Inn in Provo, UT, for an aggregate selling price of $19.0 million . On June 29, 2018 we also sold the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA for an aggregate selling price of $24.9 million . The sales of these four properties resulted in the realization of an aggregate net gain of $17.4 million during the three and six months ended June 30, 2018. We provided seller financing of $3.6 million , on the sale of the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA, under two three-and-a-half-year second mortgage notes with a blended interest rate of 7.38% . Developed Properties We completed the development and commenced operations of the new 168 -guestroom Hyatt House Across From Orlando Universal Resort™ on June 27, 2018. The total construction cost for this hotel was $32.7 million , excluding land that we acquired in a prior-year transaction. The carrying amount for this hotel includes internal capitalized costs of $1.6 million . Total costs of $37.1 million , including the carrying amount of the land, were reclassified as Investment in Hotel Properties, net upon completion during the three months ended June 30, 2018. Hotel Property Acquisitions We did not acquire any hotel properties during the six months ended June 30, 2019 and 2018. On January 31, 2019, we exercised our option pursuant to a ground lease agreement to purchase the land under our Residence Inn by Marriott in Baltimore (Hunt Valley), MD for $4.2 million , which resulted in a termination of obligations under the ground lease. As a result, this hotel property is no longer subject to a ground lease. The results of operations of acquired properties are included in the Condensed Consolidated Statements of Operations beginning on their respective acquisition dates. The following unaudited pro forma information includes operating results for 69 hotels owned as of June 30, 2019 as if all such hotels had been owned by us since January 1, 2018. For hotels acquired by us after January 1, 2018 (the "Acquired Hotels"), we have included in the pro forma information the financial results of each of the Acquired Hotels for the period prior to acquisition by us (the "Preacquisition Period"). The financial results for the Pre-Acquisition Period were provided by the third-party owner of such Acquired Hotel prior to purchase by us and such information has not been audited or reviewed by our auditors or adjusted by us. For hotels sold by us between January 1, 2018 and June 30, 2019 (the "Disposed Hotels"), the unaudited pro forma information excludes the financial results, including gains on disposal of assets, of each of the Disposed Hotels for the period of ownership by us from January 1, 2018 through the date that the Disposed Hotels were sold by us. The unaudited pro forma information is included to enable comparison of results for the current reporting period to results for the comparable period of the prior year and is not indicative of what actual results of operations would have been had the hotel acquisitions and dispositions taken place on or before January 1, 2018. The pro forma amounts exclude the gain or loss on the sale of hotel properties during the three and six months ended June 30, 2019 and 2018. This information does not purport to be indicative of or represent results of operations for future periods. The unaudited condensed pro forma financial information for the 69 hotel properties owned at June 30, 2019 for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands, except per share): For the For the 2019 2018 2019 2018 Revenues $ 141,410 $ 137,525 $ 272,707 $ 262,121 Income from hotel operations $ 55,191 $ 53,715 $ 103,365 $ 98,646 Net income (1) $ 14,644 $ 19,510 $ 24,166 $ 27,719 Net income attributable to common stockholders, net of amount allocated to participating securities (1) (2) $ 10,713 $ 15,636 $ 16,488 $ 15,007 Basic and diluted net income per share attributable to common stockholders (1) (2) $ 0.10 $ 0.15 $ 0.16 $ 0.14 (1) Pro forma amounts include depreciation expense, property tax expense, interest expense, income tax expense, loss on impairment of assets and other corporate expenses totaling $49.7 million and $45.4 million for the three months ended June 30, 2019 and 2018, respectively; and $97.8 million and $90.5 million for the six months ended June 30, 2019 and 2018, respectively. (2) Pro forma amounts for the six months ended June 30, 2018 include the effect of the premium on redemption of preferred stock of $3.3 million . Loss on Impairment of Assets During the three months ended June 30, 2019, the Company recorded an impairment charge of $1.7 million for the Hyatt Place - Chicago/Hoffman Estates to reduce the net carrying amount of the property to its estimated net fair market value of $5.9 million at June 30, 2019, which was determined by a third-party independent appraisal. Assets Held for Sale Assets held for sale at June 30, 2019 consists of a land parcel in Flagstaff, AZ. Assets held for sale at December 31, 2018 included a land parcel in Flagstaff, AZ and two properties that were sold on February 12, 2019. Assets held for sale were as follows (in thousands): June 30, 2019 December 31, 2018 Land $ 493 $ 2,442 Hotel buildings and improvements — 7,929 Furniture, fixtures and equipment — 2,519 Franchise fees — 131 493 13,021 Less - accumulated depreciation and amortization — (5,388 ) $ 493 $ 7,633 |
INVESTMENT IN REAL ESTATE LOANS
INVESTMENT IN REAL ESTATE LOANS | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE LOANS | INVESTMENT IN REAL ESTATE LOANS Investment in real estate loans, net at June 30, 2019 and December 31, 2018 is as follows (in thousands): June 30, 2019 December 31, 2018 Real estate loans $ 34,787 $ 34,650 Unamortized discount (2,931 ) (3,950 ) $ 31,856 $ 30,700 We are a mezzanine lender on three real estate loans to fund up to an aggregate of $29.6 million for the development of three hotel properties. The three real estate loans closed in the fourth quarter of 2017 and each has a stated interest rate of 8% and an initial term of approximately three years . As of June 30, 2019 , we have funded the full amount of $29.6 million . We have separate options related to each loan (each the "Initial Option") to purchase a 90% interest in each joint venture that owns the respective hotel upon completion of construction. We also have the right to purchase the remaining interests in each joint venture at future dates, generally five years after we exercise our Initial Option (each, the "Final Option", together with the Initial Option, a "Purchase Option"). We have recorded the aggregate estimated fair value of each Initial Option totaling $6.1 million in Other assets and as a discount to the related real estate loans. The discount will be amortized as a component of interest income over the term of the real estate loans using the straight-line method, which approximates the interest method. We recorded amortization of the discount of $0.5 million during the three months ended June 30, 2019 and 2018 and $1.0 million during the six months ended June 30, 2019 and 2018. On June 29, 2018 we sold the Holiday Inn Duluth, GA and the Hilton Garden Inn in Duluth, GA for an aggregate selling price of $24.9 million . We provided seller financing of $3.6 million on the sale of these properties under two three-and-a-half-year second mortgage notes with a blended interest rate of 7.38% . The amortized cost bases of these loans were $2.8 million at June 30, 2019 . The amortized cost bases of our Investment in Real Estate Loans approximate their fair value. The amortized cost bases and fair value of our Investment in Real Estate Loans at June 30, 2019 , by contractual maturity are as follows: $2.4 million in 2019, $27.3 million in 2020 and $2.2 million in 2021. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT At June 30, 2019 and December 31, 2018 , our indebtedness was comprised of borrowings under our 2018 Unsecured Credit Facility (as defined below), the 2018 Term Loan (as defined below), the 2017 Term Loan (as defined below), and indebtedness secured by first priority mortgage liens on various hotel properties. The weighted average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 4.21% at June 30, 2019 and 4.27% at December 31, 2018 . Debt, net of debt issuance costs, is as follows (in thousands): June 30, 2019 December 31, 2018 Revolving debt $ 25,000 $ 115,000 Term loans 650,000 650,000 Mortgage loans 159,450 200,011 834,450 965,011 Unamortized debt issuance costs (5,449 ) (6,299 ) Debt, net of debt issuance costs $ 829,001 $ 958,712 We have entered into interest rate swaps to partially fix the interest rates on a portion of our variable interest rate indebtedness. See "Note 7 - Derivative Financial Instruments and Hedging" to the Condensed Consolidated Financial Statements for additional information. Our total fixed-rate and variable-rate debt, after considering our interest rate derivative agreements that are currently effective, is as follows (in thousands): June 30, 2019 Percentage December 31, 2018 Percentage Fixed-rate debt $ 550,826 66% $ 569,103 59% Variable-rate debt 283,624 34% 395,908 41% $ 834,450 $ 965,011 Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands): June 30, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Valuation Technique Fixed-rate debt $ 150,826 $ 149,154 $ 169,103 $ 166,256 Level 2 - Market approach At June 30, 2019 and December 31, 2018 , we had $400.0 million of debt with variable interest rates that had been converted to fixed interest rates through derivative financial instruments which are carried at fair value. Differences between carrying value and fair value of our fixed-rate debt are primarily due to changes in interest rates. Inherently, fixed-rate debt is subject to fluctuations in fair value as a result of changes in the current market rate of interest on the valuation date. For additional information on our use of derivatives as interest rate hedges, refer to "Note 7 - Derivative Financial Instruments and Hedging." $600 Million Senior Unsecured Credit and Term Loan Facility On December 6, 2018, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $600.0 million senior unsecured facility (the “2018 Unsecured Credit Facility”). The 2018 Unsecured Credit Facility is comprised of a $400.0 million revolving credit facility (the “$400 Million Revolver”) and a $200.0 million term loan (the “$200 Million Term Loan”). At June 30, 2019 , the maximum amount of borrowing provided by the 2018 Unsecured Credit Facility was $600.0 million , of which we had $225.0 million borrowed and $375.0 million available to borrow. The 2018 Unsecured Credit Facility has an accordion feature which will allow the Company to increase the total commitments by an aggregate of up to $300.0 million . The $400 Million Revolver will mature on March 31, 2023 and can be extended to March 31, 2024 at the Company’s option, subject to certain conditions. The $200 Million Term Loan will mature on April 1, 2024. The interest rate on the 2018 Unsecured Credit Facility is based on a pricing grid ranging from 140 basis points to 215 basis points plus LIBOR for the $400 Million Revolver and 135 basis points to 210 basis points plus LIBOR for the $200 Million Term Loan, depending upon the Company's leverage ratio. The interest rate at June 30, 2019 for the $200 Million Term Loan was 4.00% . Financial and Other Covenants. We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2018 Unsecured Credit Facility. At June 30, 2019 , we were in compliance with all financial covenants. Unencumbered Assets. The 2018 Unsecured Credit Facility is unsecured. However, borrowings under the 2018 Unsecured Credit Facility are limited by the value of hotel assets that qualify as unencumbered assets. At June 30, 2019 , the Company had 54 unencumbered hotel properties (the "Unencumbered Properties") supporting the 2018 Unsecured Credit Facility. Former $450 Million Senior Unsecured Credit and Term Loan Facility On January 15, 2016, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $450.0 million senior unsecured credit facility (the "2016 Unsecured Credit Facility"). The 2016 Unsecured Credit Facility was comprised of a $300.0 million revolving credit facility (the “$300 Million Revolver”) and a $150.0 million term loan. The 2016 Unsecured Credit Facility was replaced by the 2018 Unsecured Credit Facility. The outstanding principal balance on the 2016 Unsecured Credit Facility was transferred to the 2018 Unsecured Credit Facility and the 2016 Unsecured Credit Facility was paid off in full and terminated. Unsecured Term Loans 2018 Term Loan On February 15, 2018, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a new $225.0 million unsecured term loan (the “2018 Term Loan”) with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan documentation. The 2018 Term Loan has an accordion feature that allows us to increase the total commitments by $150.0 million prior to the maturity date of February 14, 2025, subject to certain conditions. At closing, we drew $140.0 million of the $225.0 million available under the 2018 Term Loan and used the proceeds to pay off, terminate and replace a term loan with a $140.0 million principal balance. On May 16, 2018, we drew the remaining $85.0 million available under the 2018 Term Loan and used the proceeds to pay down the $300 Million Revolver. We pay interest on advances at varying rates, based upon, at our option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a LIBOR margin between 1.80% and 2.55% , depending upon our leverage ratio (as defined in the loan documents), or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 0.50% , and 1-month LIBOR plus 1.00% , plus a base rate margin between 0.80% and 1.55% , depending upon our leverage ratio. We are required to pay other fees, including customary arrangement and administrative fees. The interest rate at June 30, 2019 was 4.30% . Financial and Other Covenants . We are required to comply with a series of financial and other covenants to draw and maintain borrowings under the 2018 Term Loan. At June 30, 2019 , we were in compliance with all financial covenants. Unencumbered Assets . The 2018 Term Loan is unsecured. However, borrowings under the term loan are limited by the value of the assets that qualify as unencumbered assets. At June 30, 2019 , the Unencumbered Properties also supported the 2018 Term Loan. 2017 Term Loan On September 26, 2017, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a $225.0 million unsecured term loan (the "2017 Term Loan") with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan documentation. The 2017 Term Loan has an accordion feature which allows us to increase the total commitments by an aggregate of $175.0 million prior to the maturity date, subject to certain conditions. The 2017 Term Loan matures on November 25, 2022. We pay interest on advances at varying rates, based upon, at our option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a LIBOR margin between 1.45% and 2.20% , depending upon our leverage ratio (as defined in the loan documents), or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 0.50% , and 1-month LIBOR plus 1.00% , plus a base rate margin between 0.45% and 1.20% , depending upon our leverage ratio. We are required to pay other fees, including customary arrangement and administrative fees. Financial and Other Covenants . We are required to comply with a series of financial and other covenants to draw and maintain borrowings under the 2017 Term Loan. At June 30, 2019 , we were in compliance with all financial covenants. Unencumbered Assets . The 2017 Term Loan is unsecured. However, borrowings under the term loan are limited by the value of the assets that qualify as unencumbered assets. At June 30, 2019 , the Unencumbered Properties also supported the 2017 Term Loan. We have drawn the entire $225.0 million available under the 2017 Term Loan. The interest rate at June 30, 2019 was 4.00% . Metabank Loan On June 30, 2017, we entered into a $47.6 million secured, non-recourse loan with MetaBank (the "MetaBank Loan"). During the year ended December 31, 2017, we drew $47.6 million on the MetaBank Loan and used the proceeds to pay down the principal balance of our $300 Million Revolver. The MetaBank Loan provides for a fixed interest rate of 4.44% and originally provided for interest-only payments for 18 months following the closing date. On January 31, 2019, we entered into a modification agreement, at no additional cost, that increased the interest-only period from 18 months to 24 months following the closing date. After this 24-month period, the loan is amortized over 25 years through the maturity date of July 1, 2027. The MetaBank Loan is secured by three hotels and is subject to a prepayment penalty if prepaid prior to April 1, 2027. Mortgage Loans At June 30, 2019 , we had mortgage loans totaling $159.5 million that are secured primarily by first mortgage liens on 15 hotel properties. On April 24, 2019, we repaid a mortgage loan with Compass Bank totaling $21.9 million that was secured by three hotel properties. There was no prepayment penalty associated with the repayment of this loan. After repayment of the mortgage loan, the three hotels were added to the Company’s Unencumbered Properties supporting the 2018 Unsecured Credit Facility. On April 11, 2019, we repaid a $10.6 million mortgage loan with U.S. Bank to release the encumbrance on the Hampton Inn in Goleta, CA to facilitate the sale of the property. As a result of this transaction, we incurred debt transaction costs of $1.0 million . On March 19, 2019, we had a mortgage loan of $26.2 million that was secured by four hotel properties. We defeased $6.3 million of the principal to have the encumbrance released on one property, the Hyatt Place in Arlington, TX, to facilitate the sale of the property. As a result of this transaction, we recorded debt transaction costs of $0.6 million primarily related to the debt defeasance premium. The mortgage loan remains outstanding and is secured by the remaining three hotel properties. On April 2, 2018, we repaid four separate mortgage loans with Western Alliance Bank totaling $23.9 million that had a blended interest rate of 5.39% that were secured by four hotel properties. There were no prepayment penalties associated with the repayment of these loans. After repayment of the mortgage loans, the four hotels were added to the Company’s Unencumbered Properties supporting the 2018 Unsecured Credit Facility. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating leases related to the land under certain hotel properties, conference centers, parking spaces, automobiles, our corporate office and other miscellaneous office equipment. These leases have remaining terms of 1 year to 80 years , some of which include options to extend the leases for additional years. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or restrictive covenants that materially affect our business. We rent or sublease certain real estate to third parties. On January 1, 2019, the Company adopted ASC No. 842, Leases, and recognized right-of-use lease assets and related liabilities. The right-of-use assets and related liabilities include renewal options reasonably certain to be exercised. Since most of the Company's leases do not provide an implicit rate, we used our incremental borrowing rate of 5.0% calculated based on information available at adoption. During the three months ended June 30, 2019, the Company's total operating lease cost was $0.8 million and the operating cash outflows from operating leases was $0.7 million . During the six months ended June 30, 2019 , the Company's total operating lease cost was $1.8 million and the operating cash outflows from operating leases was $1.6 million . As of June 30, 2019 , the weighted average operating lease term was 29.5 years . On January 31, 2019, we exercised our option pursuant to a ground lease agreement to purchase the land under our hotel property in Baltimore (Hunt Valley), MD for $4.2 million , which resulted in a termination of obligations under the ground lease. Operating lease maturities as of June 30, 2019 are as follows (in thousands): 2019 $ 1,063 2020 2,031 2021 1,923 2022 1,711 2023 867 Thereafter 28,442 Total lease payments (1) 36,037 Less interest (17,150 ) Total $ 18,887 (1) Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING Information about our derivative financial instruments at June 30, 2019 and December 31, 2018 is as follows (dollars in thousands): Notional Amount Fair Value Contract date Effective Date Expiration Date June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 October 2, 2017 January 29, 2018 January 31, 2023 $ 100,000 (1) $ 100,000 (1) $ (1,284 ) $ 1,758 October 2, 2017 January 29, 2018 January 31, 2023 100,000 (1) 100,000 (1) (1,323 ) 1,703 June 11, 2018 September 28, 2018 September 30, 2024 75,000 (2) 75,000 (2) (4,564 ) (1,656 ) June 11, 2018 December 31, 2018 December 31, 2025 125,000 (3) 125,000 (3) (9,242 ) (3,386 ) $ 400,000 $ 400,000 $ (16,413 ) $ (1,581 ) (1) Interest rate swap partially fixes the interest rate on a portion of our variable interest rate unsecured indebtedness and converts LIBOR from a floating rate to an average annual fixed rate of 1.98% . (2) Interest rate swap partially fixes the interest rate on a portion of our variable interest rate unsecured indebtedness and converts LIBOR from a floating rate to an average annual fixed rate of 2.87% . (3) Interest rate swap partially fixes the interest rate on a portion of our variable interest rate unsecured indebtedness and converts LIBOR from a floating rate to an average annual fixed rate of 2.93% . Our interest rate swaps have been designated as cash flow hedges and are valued using a market approach, which is a Level 2 valuation technique. At June 30, 2019 , all of our interest rate swaps were in a liability position as a result of a continued flattening of the forward yield curve during the first half of 2019. This shift in the yield curve is primarily related to reduced global and domestic growth outlooks and ongoing geopolitical risks. At December 31, 2018 , two of our interest rate swaps were in an asset position and two were in a liability position. We are not required to post any collateral related to these agreements and are not in breach of any financial provisions of the agreements. Changes in the fair value of the hedging instruments are deferred in Other comprehensive income and are reclassified to Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. In the next twelve months, we estimate that $2.4 million will be reclassified from Other comprehensive income and recorded as an increase to Interest expense. The table below details the location in the financial statements of the gain or loss recognized on derivative financial instruments designated as cash flow hedges (in thousands): For the For the 2019 2018 2019 2018 (Loss) gain recognized in Other comprehensive income on derivative financial instruments $ (9,247 ) $ 309 $ (14,744 ) $ 3,846 Gain (loss) reclassified from Other comprehensive income to Interest expense $ 27 $ (53 ) $ 88 $ (260 ) Total interest expense in which the effects of cash flow hedges are recorded $ (9,766 ) $ (10,402 ) $ (20,618 ) $ (19,731 ) |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
EQUITY | EQUITY Common Stock The Company is authorized to issue up to 500,000,000 shares of common stock, $0.01 par value per share. Each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares possess the exclusive voting power. Changes in common stock during the six months ended June 30, 2019 and 2018 were as follows: For the 2019 2018 Beginning common shares outstanding 104,783,179 104,287,128 Grants under the Equity Plan 537,734 583,373 Common Unit redemptions 6,076 25,839 Annual grants to independent directors 40,455 34,130 Common stock issued for director fees — 2,299 Performance share and other forfeitures (166,478 ) (818 ) Shares retained for employee tax withholding requirements (74,340 ) (187,850 ) Ending common shares outstanding 105,126,626 104,744,101 Preferred Stock The Company is authorized to issue up to 100,000,000 shares of preferred stock, $0.01 par value per share, of which 90,600,000 is currently undesignated, 3,000,000 shares have been designated as 6.45% Series D Cumulative Redeemable Preferred Stock (the "Series D preferred shares") and 6,400,000 shares have been designated as 6.25% Series E Cumulative Redeemable Preferred Stock (the "Series E preferred shares"). On March 20, 2018, the Company paid $85.3 million to redeem all 3,400,000 of its outstanding 7.125% Series C Cumulative Redeemable Preferred Stock at a redemption price of $25 per share plus accrued and unpaid dividends. The Company's outstanding shares of preferred stock (collectively, “Preferred Shares”) rank senior to our common stock and on parity with each other with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption or sinking fund requirements. The Company may not redeem the Series D or Series E preferred shares prior to June 28, 2021 and November 13, 2022, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or in connection with certain changes in control. After those dates, the Company may, at its option, redeem the applicable Preferred Shares, in whole or from time to time in part, by payment of $25 per share, plus any accumulated, accrued and unpaid distributions up to, but not including, the date of redemption. If the Company does not exercise its rights to redeem the Preferred Shares upon certain changes in control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each Series D preferred share is 3.9216 shares of common stock and each Series E preferred share is 3.1686 shares of common stock, all subject to certain adjustments. The Company pays dividends at an annual rate of $1.6125 for each Series D preferred share and $1.5625 for each Series E preferred share. Dividend payments are made quarterly in arrears on or about the last day of February, May, August and November of each year. Non-controlling Interests in Operating Partnership Pursuant to the limited partnership agreement of our Operating Partnership, the unaffiliated third parties who hold common units of limited partnership interest ("Common Units") in our Operating Partnership have the right to cause us to redeem their Common Units in exchange for cash based upon the fair value of an equivalent number of our shares of common stock at the time of redemption; however, the Company has the option to redeem Common Units with shares of our common stock on a one -for-one basis. The number of shares of our common stock issuable upon redemption of Common Units may be adjusted upon the occurrence of certain events such as share dividend payments, share subdivisions or combinations. At June 30, 2019 and December 31, 2018 , unaffiliated third parties owned 253,189 and 259,265 Common Units of the Operating Partnership, respectively, representing less than a 1% limited partnership interest in the Operating Partnership for each period. We classify outstanding Common Units held by unaffiliated third parties as non-controlling interests in the Operating Partnership, a component of equity in the Company’s Condensed Consolidated Balance Sheets. The portion of net income allocated to these Common Units is reported on the Company’s Condensed Consolidated Statements of Operations as net income attributable to non-controlling interests of the Operating Partnership. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT The following table presents information about our financial instruments measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018 . In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we classify assets and liabilities based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Disclosures concerning financial instruments measured at fair value are as follows (in thousands): Fair Value Measurements at June 30, 2019 using Level 1 Level 2 Level 3 Total Assets: Purchase Options related to real estate loans $ — $ — $ 6,120 $ 6,120 Liabilities: Interest rate swaps — 16,413 — 16,413 Fair Value Measurements at December 31, 2018 using Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ — $ 3,461 $ — $ 3,461 Purchase Options related to real estate loans — — 6,120 6,120 Liabilities: Interest rate swaps — 5,042 — 5,042 Our Purchase Options do not have readily determinable fair values. The fair value of each Purchase Option was estimated using a binomial lattice model. The estimated fair values of the Purchase Options were based on unobservable inputs for which there is little or no market information available and required us to develop our own assumptions as follows (dollar amounts in thousands): Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Exercise price $ 15,143 $ 17,377 $ 5,503 First option exercise date (1) 12/31/2018 3/31/2019 5/31/2019 Last option exercise date 11/1/2020 12/5/2020 12/1/2020 Expected volatility 32.0 % 38.0 % 37.0 % Risk free rate 1.7 % 1.8 % 1.9 % Expected annualized equity dividend yield 6.8 % 9.9 % 6.5 % (1) The |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Restricted Cash The Company maintains reserve funds for property taxes, insurance, capital expenditures and replacement or refurbishment of furniture, fixtures and equipment at some of our hotel properties in accordance with management, franchise or mortgage loan agreements. These agreements generally require us to reserve cash ranging from 2% to 5% of the revenues of the individual hotel in restricted cash escrow accounts. Any unused restricted cash balances revert to us upon the termination of the underlying agreement or may be released to us from the restricted cash escrow accounts upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves. At June 30, 2019 and December 31, 2018 , approximately $27.1 million and $28.5 million , respectively, was available in restricted cash reserve funds for property taxes, insurance, capital expenditures and replacement or refurbishment of furniture, fixtures and equipment at our hotel properties. Franchise Agreements We expensed fees related to our franchise agreements of $12.5 million and $13.0 million for the three months ended June 30, 2019 and 2018 , respectively; and $24.0 million and $24.4 million for the six months ended June 30, 2019 and 2018 , respectively. Management Agreements Our hotel properties operate pursuant to management agreements with various professional third-party management companies. We pay base management fees that are a percentage of gross room revenues and incentive management fees based on achievement of certain financial targets pursuant to contracts that generally have remaining terms of less than five years . Management fee expenses for the three months ended June 30, 2019 and 2018 were $4.5 million and $5.4 million , respectively; and $9.6 million and $10.7 million for the six months ended June 30, 2019 and 2018 , respectively. Litigation We are involved from time to time in litigation arising in the ordinary course of business. There are currently no pending legal actions that we believe would have a material effect on our financial position or results of operations. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION Our currently outstanding equity-based awards were issued under the Equity Plan which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based awards or incentive awards. Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each grant, and stock option terms are generally five to ten years . We have outstanding equity-based awards in the form of stock options and restricted stock awards. All of our outstanding equity-based awards are classified as equity awards. The Company's former Chief Financial Officer retired on March 31, 2018. In connection with his retirement, the Company recorded $1.0 million of additional stock-based compensation expense during the three months ended March 31, 2018 related to the modification of certain stock award agreements. Stock Options Granted Under our Equity Plan As of June 30, 2019 , we had 235,000 outstanding and exercisable stock options with a weighted average exercise price of $9.75 per share, weighted average contractual term of 1.7 years and an aggregate intrinsic value of $0.4 million . Time-Based Restricted Stock Awards Made Pursuant to Our Equity Plan The following table summarizes time-based restricted stock award activity under our Equity Plan for the six months ended June 30, 2019 : Number of Shares Weighted Average Grant Date Fair Value Aggregate Current Value (per share) (in thousands) Non-vested at December 31, 2018 370,152 $ 13.40 $ 3,602 Granted 235,407 11.32 Vested (154,801 ) 12.82 Forfeited (1,012 ) 13.15 Non-vested at June 30, 2019 449,746 $ 12.51 $ 5,159 The awards granted to our non-executive employees generally vest over a four -year period based on continuous service ( 20% on the first, second and third anniversary of the grant date and 40% on the fourth anniversary of the grant date). The awards granted to our executive officers generally vest over a three -year period based on continuous service ( 25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date) or in certain circumstances upon a change in control. The holders of these awards have the right to vote the related shares of common stock and receive all dividends declared and paid whether or not vested. The fair value of time-based restricted stock awards granted is calculated based on the market value of our common stock on the date of grant. Performance-Based Restricted Stock Awards Made Pursuant to Our Equity Plan The following table summarizes performance-based restricted stock activity under the Equity Plan for the six months ended June 30, 2019 : Number of Shares Weighted Average Grant Date Fair Value (1) Aggregate Current Value (per share) (in thousands) Non-vested at December 31, 2018 708,227 $ 14.75 $ 6,891 Granted 302,327 12.81 Vested (89,097 ) 13.77 Forfeited (165,466 ) 13.77 Non-vested at June 30, 2019 755,991 $ 14.31 $ 8,671 (1) The amounts included in this column represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model. Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our common stock on the grant date. The fair value of the performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model. These awards generally vest over a three-year period based on our percentile ranking within the SNL U.S. REIT Hotel Index at the end of the period or upon a change in control. The awards require continued service during the measurement period and are subject to the other conditions described in the Equity Plan or award document. The number of shares the executive officers may earn under these awards range from zero shares to twice the number of shares granted based on our percentile ranking within the index at the end of the measurement period. In addition, a portion of the performance-based shares may be earned based on the Company's absolute total shareholder return calculated during the performance period. The holders of these grants have the right to vote the granted shares of common stock and any dividends declared will be accumulated and will be subject to the same vesting conditions as the awards. Further, if additional shares are earned based on our percentile ranking within the index, dividend payments will be issued as if the additional shares had been held throughout the measurement period. Equity-Based Compensation Expense Equity-based compensation expense included in Corporate general and administrative expenses in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 was as follows (in thousands): For the For the 2019 2018 2019 2018 Time-based restricted stock $ 606 $ 516 $ 1,148 $ 1,352 Performance-based restricted stock 862 785 1,672 2,159 Director stock 496 520 496 537 $ 1,964 $ 1,821 $ 3,316 $ 4,048 We recognize equity-based compensation expense ratably over the vesting periods. The amount of expense may be subject to adjustment in future periods due to a change in the forfeiture assumptions. Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $10.3 million at June 30, 2019 and will be recorded as follows (in thousands): Total 2019 2020 2021 2022 2023 Time-based restricted stock $ 4,287 $ 1,183 $ 1,802 $ 1,053 $ 233 $ 16 Performance-based restricted stock 5,994 1,724 2,578 1,477 215 — $ 10,281 $ 2,907 $ 4,380 $ 2,530 $ 448 $ 16 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income taxes for the interim periods presented have been included in our Condensed Consolidated Financial Statements on the basis of an estimated annual effective tax rate. Our effective tax rate is affected by the mix of earnings and losses by taxing jurisdictions. Our earnings, other than from our TRS, are not generally subject to federal and state corporate income taxes due to our REIT election, provided that we distribute 100% of our taxable income to our shareholders. However, there are a limited number of local and state jurisdictions that tax the taxable income of the Operating Partnership. Accordingly, we provide for income taxes in these jurisdictions for the Operating Partnership. We recorded an income tax expense of $0.7 million and $0.2 million for the three months ended June 30, 2019 and 2018 , respectively, and $1.1 million and $0.4 million for the six months ended June 30, 2019 and 2018 , respectively. We had no unrecognized tax benefits at June 30, 2019 . We expect no significant changes in unrecognized tax benefits within the next year. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE We apply the two-class method of computing earnings per share, which requires the calculation of separate earnings per share amounts for our non-vested time-based restricted stock awards with non-forfeitable dividends and for our common stock. Our non-vested time-based restricted stock awards with non-forfeitable rights to dividends are considered securities which participate in undistributed earnings with common stock. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. Our non-vested time-based restricted stock awards with non-forfeitable dividends do not have such an obligation so they are not allocated losses. Below is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share): For the For the 2019 2018 2019 2018 Numerator: Net income $ 49,069 $ 37,677 $ 61,969 $ 47,368 Less: Preferred dividends (3,709 ) (3,709 ) (7,418 ) (9,252 ) Premium on redemption of preferred stock — — — (3,277 ) Allocation to participating securities (195 ) (120 ) (218 ) (137 ) Attributable to non-controlling interest (112 ) (101 ) (135 ) (104 ) Net income attributable to common stockholders, net of amount allocated to participating securities $ 45,053 $ 33,747 $ 54,198 $ 34,598 Denominator: Weighted average common shares outstanding - basic 103,896 103,643 103,823 103,572 Dilutive effect of equity-based compensation awards 41 240 65 320 Weighted average common shares outstanding - diluted 103,937 103,883 103,888 103,892 Earnings per share: Basic $ 0.43 $ 0.33 $ 0.52 $ 0.33 Diluted $ 0.43 $ 0.32 $ 0.52 $ 0.33 All outstanding stock options were included in the computation of diluted earnings per share for the three and six months ended June 30, 2019 and 2018 due to their dilutive effect. The Common Units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income would also be added to derive net income attributable to common stockholders. We had unvested performance-based restricted stock awards of 755,991 shares for the three and six months ended June 30, 2019 and 453,664 shares for the three and six months ended June 30, 2018 , which were excluded from the denominator of the diluted earnings per share as the awards had not achieved the requisite performance conditions for vesting at each period end. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Joint Venture The Company has entered into a joint venture agreement with GIC, Singapore’s sovereign wealth fund, to acquire assets that align with the Company’s current investment strategy and criteria. The Company will serve as general partner and asset manager of the joint venture and intends to invest 51% of the equity capitalization of the limited partnership, with GIC investing the remaining 49% . The joint venture intends to finance assets with an anticipated 50% overall leverage target. The Company will earn fees for providing services to the joint venture and will have the potential to earn incentive fees based on the joint venture achieving certain return thresholds. Dividends On July 29, 2019, our Board of Directors declared cash dividends of $0.18 per share of common stock, $0.403125 per share of 6.45% Series D Cumulative Redeemable Preferred Stock, and $0.390625 per share of 6.25% Series E Cumulative Redeemable Preferred Stock. These dividends are payable August 30, 2019 to stockholders of record on August 16, 2019. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements of the Company consolidate the accounts of the Company and all entities that are controlled by the Company’s ownership of a majority voting interest in such entities, as well as variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Act of 1934 (the “Exchange Act”). Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three and six months ended June 30, 2019 may not be indicative of the results that may be expected for the full year of 2019 . For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 . |
Investment in Hotel Properties | Investment in Hotel Properties The Company allocates the purchase price of acquired hotel properties based on the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Intangible assets may include certain value associated with the on-going operations of the hotel business being acquired as part of the hotel property acquisition. We determine the acquisition-date fair values of all assets and assumed liabilities using methods similar to those used by independent appraisers, including using a discounted cash flow analysis that uses appropriate discount or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. If substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets, the asset or asset group is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of the purchase price of the acquired hotel properties. Our hotel properties and related assets are recorded at cost, less accumulated depreciation. We capitalize hotel development costs and the costs of significant additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include hotel development, refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred. On a limited basis, we provide financing to developers of hotel properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the hotel property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in the hotel property, we reflect the loan as an investment in hotel properties under development in our Condensed Consolidated Balance Sheets. If classified as hotel properties under development, no interest income is recognized on the loan and interest expense is capitalized as part of our investment in the hotel property during the construction period. We monitor events and changes in circumstances for indicators that the carrying value of a hotel property or undeveloped land may be impaired. Additionally, we perform at least annual reviews to monitor the factors that could trigger an impairment. Factors that we consider for an impairment analysis include, among others: i) significant underperformance relative to historical or anticipated operating results, ii) significant changes in the manner of use of a property or the strategy of our overall business, including changes in the estimated holding periods for hotel properties and land parcels, iii) a significant increase in competition, iv) a significant adverse change in legal factors or regulations, v) changes in values of comparable land or hotel sales, and vi) significant negative industry or economic trends. When such factors are identified, we prepare an estimate of the undiscounted future cash flows of the specific property and determine if the carrying amount of the asset is recoverable. If an impairment is identified, we estimate the fair value of the property based on discounted cash flows or sales price if the property is under contract and an adjustment is made to reduce the carrying value of the property to its estimated fair value. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which changed lessee accounting to reflect the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet. We adopted ASU No. 2016-02 on January 1, 2019. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of ASC No. 842, Leases . In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted Improvements |
Notes Receivables | Notes Receivables We selectively provide mezzanine lending to developers, where we also have the opportunity to acquire the hotel at or after the completion of the development project, and we also may provide seller financing under limited circumstances. We classify notes receivable as held-to-maturity and carry the notes receivable at cost less the unamortized discount, if any. We routinely evaluate our notes receivable for potential credit or collection issues that may indicate an impairment. Losses on notes receivable are recognized when incurred based on our best estimate of probable impairment. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At times, cash on deposit may exceed the federally insured limit. We maintain our cash with high credit quality financial institutions. |
Restricted Cash | Restricted Cash Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves. |
Revenue Recognition | Revenue Recognition In accordance with ASU No. 2014-09, revenues from the operation of our hotels are recognized when guestrooms are occupied, services have been rendered or fees have been earned. Revenues are recorded net of any discounts and sales and other taxes collected from customers. Revenues consist of room sales, food and beverage sales, and other hotel revenues and are presented on a disaggregated basis on our Condensed Consolidated Statements of Operations. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. Our performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel's restaurant, bar or other facilities. Our performance obligations are fulfilled at the time that food and beverage is purchased and provided to our customers. Other revenues such as for parking, meeting space or telephone services are recognized at the point in time or over the time period that the associated good or service is provided. Ancillary services such as parking at certain hotels are provided by third parties and we assess whether we are the principal or agent in such arrangements. If we are determined to be the agent, revenue is recognized based upon the commission paid to us by the third party for the services rendered to our customers. If we are determined to be the principal, revenues are recognized based upon the gross contract price of the service provided. Certain of our hotels have retail spaces, restaurants or other spaces that we lease to third parties. Lease revenues are recognized on a straight line basis over the respective lease terms and are included in Other income on our Condensed Consolidated Statements of Operations. Cash received prior to customer arrival is recorded as an advance deposit from the customer and is recognized as revenue at the time of occupancy. |
Equity-Based Compensation | Equity-Based Compensation Our 2011 Equity Incentive Plan, which was amended and restated effective June 15, 2015 (as amended, the “Equity Plan”), provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards. We account for the stock options granted upon completion of our IPO at fair value using the Black-Scholes option-pricing model and we account for all other awards of equity, including time-based and performance-based stock awards, using the grant date fair value of those equity awards. Restricted stock awards with performance-based vesting conditions are market-based awards tied to total stockholder return and are valued using a Monte Carlo simulation model in accordance with ASC Topic 718, Compensation — Stock Compensation . We expense the fair value of awards under the Equity Plan ratably over the vesting period and market-based awards are not adjusted for performance. The amount of stock-based compensation expense may be subject to adjustment in future periods due to a change in forfeiture assumptions or modification of previously granted awards. |
Derivative Financial Instruments and Hedging | Derivative Financial Instruments and Hedging We use interest rate derivatives to hedge our risks on variable-rate debt. Interest rate derivatives could include swaps, caps and floors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative financial instrument with the changes in fair value or cash flows of the designated hedged item or transaction. All derivative financial instruments are recorded at fair value as a net asset or liability in our Condensed Consolidated Balance Sheets. The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. |
Income Taxes | Income Taxes We have elected to be taxed as a REIT under certain provisions of the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute annually to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, which does not necessarily equal net income as calculated in accordance with GAAP. As a REIT, we generally will not be subject to federal income tax (other than taxes paid by our TRS at regular corporate income tax rates) to the extent we distribute 100% of our REIT taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will be unable to re- elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT, unless we satisfy certain relief provisions. |
Fair Value Measurement | Fair Value Measurement Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Directly or indirectly observable inputs, other than quoted prices in active markets. Level 3: Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). Our estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. We classify assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. We have elected a measurement alternative for equity investments, such as our purchase options, that do not have readily determinable fair values. Under the alternative, our purchase options are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, if any. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
New Accounting Standards | New Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which clarifies when an entity recognizes a credit loss on certain financial assets. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit Losses: Targeted Transition Relief , which provides an option to irrevocably elect the fair value option in ASC No. 825-10, Financial Instruments - Overall , applied on an instrument-by-instrument basis for eligible instruments, upon adoption of ASC No. 326, Financial Instruments - Credit Losses . ASU 2016-13 and ASU 2019-05 are both effective for our fiscal year commencing on January 1, 2020, with early adoption permitted. The adoption of ASU No. 2016-13 or ASU No. 2019-05 will not have a material effect on our consolidated financial position or results of operations. In August 2018, the FASB issued ASU No. 2018-15, Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement , which clarifies how an entity should account for fees paid in a cloud computing arrangement. ASU 2018-15 is effective for our fiscal year commencing on January 1, 2020, with early adoption permitted. During fiscal 2019, we elected to early adopt ASU No. 2018-15. The adoption of ASU No. 2018-15 did not have a material effect on our consolidated financial position or results of operations. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Fair value measurements | Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Directly or indirectly observable inputs, other than quoted prices in active markets. Level 3: Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions. |
Fair value valuation techniques | Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Exercise price $ 15,143 $ 17,377 $ 5,503 First option exercise date (1) 12/31/2018 3/31/2019 5/31/2019 Last option exercise date 11/1/2020 12/5/2020 12/1/2020 Expected volatility 32.0 % 38.0 % 37.0 % Risk free rate 1.7 % 1.8 % 1.9 % Expected annualized equity dividend yield 6.8 % 9.9 % 6.5 % (1) The first option exercise date is the date used for valuing the Purchase Option. The actual option exercise dates are on or after the hotels are fully constructed and open for business. As of June 30, 2019, one of the three hotels were open for business. |
INVESTMENT IN HOTEL PROPERTIE_2
INVESTMENT IN HOTEL PROPERTIES, NET (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of investment in hotel properties, net | Investment in hotel properties, net at June 30, 2019 and December 31, 2018 is as follows (in thousands): June 30, 2019 December 31, 2018 Hotel buildings and improvements $ 1,822,659 $ 1,916,194 Land 277,452 288,833 Furniture, fixtures and equipment 155,113 165,026 Construction in progress 18,903 21,059 Intangible assets 11,419 22,064 2,285,546 2,413,176 Less - accumulated depreciation and amortization (343,872 ) (347,622 ) $ 1,941,674 $ 2,065,554 |
Schedule of asset sales | On April 17, 2019, we completed the sale of six hotel properties as follows: Franchise/Brand Location Guestrooms SpringHill Suites Bloomington, MN 113 Hampton Inn & Suites Bloomington, MN 146 Residence Inn Salt Lake City, UT 189 Hyatt Place Arlington, TX 127 Hampton Inn Goleta, CA 101 Hampton Inn Norwood, MA 139 Total 815 |
Schedule of pro forma information | The unaudited condensed pro forma financial information for the 69 hotel properties owned at June 30, 2019 for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands, except per share): For the For the 2019 2018 2019 2018 Revenues $ 141,410 $ 137,525 $ 272,707 $ 262,121 Income from hotel operations $ 55,191 $ 53,715 $ 103,365 $ 98,646 Net income (1) $ 14,644 $ 19,510 $ 24,166 $ 27,719 Net income attributable to common stockholders, net of amount allocated to participating securities (1) (2) $ 10,713 $ 15,636 $ 16,488 $ 15,007 Basic and diluted net income per share attributable to common stockholders (1) (2) $ 0.10 $ 0.15 $ 0.16 $ 0.14 (1) Pro forma amounts include depreciation expense, property tax expense, interest expense, income tax expense, loss on impairment of assets and other corporate expenses totaling $49.7 million and $45.4 million for the three months ended June 30, 2019 and 2018, respectively; and $97.8 million and $90.5 million for the six months ended June 30, 2019 and 2018, respectively. (2) Pro forma amounts for the six months ended June 30, 2018 include the effect of the premium on redemption of preferred stock of $3.3 million . |
Schedule of asset held for sale | Assets held for sale were as follows (in thousands): June 30, 2019 December 31, 2018 Land $ 493 $ 2,442 Hotel buildings and improvements — 7,929 Furniture, fixtures and equipment — 2,519 Franchise fees — 131 493 13,021 Less - accumulated depreciation and amortization — (5,388 ) $ 493 $ 7,633 |
INVESTMENT IN REAL ESTATE LOA_2
INVESTMENT IN REAL ESTATE LOANS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of Investment in Real Estate Loans | Investment in real estate loans, net at June 30, 2019 and December 31, 2018 is as follows (in thousands): June 30, 2019 December 31, 2018 Real estate loans $ 34,787 $ 34,650 Unamortized discount (2,931 ) (3,950 ) $ 31,856 $ 30,700 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding indebtedness | Debt, net of debt issuance costs, is as follows (in thousands): June 30, 2019 December 31, 2018 Revolving debt $ 25,000 $ 115,000 Term loans 650,000 650,000 Mortgage loans 159,450 200,011 834,450 965,011 Unamortized debt issuance costs (5,449 ) (6,299 ) Debt, net of debt issuance costs $ 829,001 $ 958,712 |
Schedule of fixed-rate and variable-rate debt, after giving effect to interest rate derivative | Our total fixed-rate and variable-rate debt, after considering our interest rate derivative agreements that are currently effective, is as follows (in thousands): June 30, 2019 Percentage December 31, 2018 Percentage Fixed-rate debt $ 550,826 66% $ 569,103 59% Variable-rate debt 283,624 34% 395,908 41% $ 834,450 $ 965,011 |
Schedule of the fair value of fixed-rate that is debt not recorded at fair value | Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands): June 30, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Valuation Technique Fixed-rate debt $ 150,826 $ 149,154 $ 169,103 $ 166,256 Level 2 - Market approach |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of operating lease maturity | Operating lease maturities as of June 30, 2019 are as follows (in thousands): 2019 $ 1,063 2020 2,031 2021 1,923 2022 1,711 2023 867 Thereafter 28,442 Total lease payments (1) 36,037 Less interest (17,150 ) Total $ 18,887 (1) Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances. |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative financial instruments | Information about our derivative financial instruments at June 30, 2019 and December 31, 2018 is as follows (dollars in thousands): Notional Amount Fair Value Contract date Effective Date Expiration Date June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 October 2, 2017 January 29, 2018 January 31, 2023 $ 100,000 (1) $ 100,000 (1) $ (1,284 ) $ 1,758 October 2, 2017 January 29, 2018 January 31, 2023 100,000 (1) 100,000 (1) (1,323 ) 1,703 June 11, 2018 September 28, 2018 September 30, 2024 75,000 (2) 75,000 (2) (4,564 ) (1,656 ) June 11, 2018 December 31, 2018 December 31, 2025 125,000 (3) 125,000 (3) (9,242 ) (3,386 ) $ 400,000 $ 400,000 $ (16,413 ) $ (1,581 ) (1) Interest rate swap partially fixes the interest rate on a portion of our variable interest rate unsecured indebtedness and converts LIBOR from a floating rate to an average annual fixed rate of 1.98% . (2) Interest rate swap partially fixes the interest rate on a portion of our variable interest rate unsecured indebtedness and converts LIBOR from a floating rate to an average annual fixed rate of 2.87% . (3) Interest rate swap partially fixes the interest rate on a portion of our variable interest rate unsecured indebtedness and converts LIBOR from a floating rate to an average annual fixed rate of 2.93% . |
Schedule of the location in the financial statements of the gain or loss recognized on derivative financial instruments designated as cash flow hedges | The table below details the location in the financial statements of the gain or loss recognized on derivative financial instruments designated as cash flow hedges (in thousands): For the For the 2019 2018 2019 2018 (Loss) gain recognized in Other comprehensive income on derivative financial instruments $ (9,247 ) $ 309 $ (14,744 ) $ 3,846 Gain (loss) reclassified from Other comprehensive income to Interest expense $ 27 $ (53 ) $ 88 $ (260 ) Total interest expense in which the effects of cash flow hedges are recorded $ (9,766 ) $ (10,402 ) $ (20,618 ) $ (19,731 ) |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of common stock activity | Changes in common stock during the six months ended June 30, 2019 and 2018 were as follows: For the 2019 2018 Beginning common shares outstanding 104,783,179 104,287,128 Grants under the Equity Plan 537,734 583,373 Common Unit redemptions 6,076 25,839 Annual grants to independent directors 40,455 34,130 Common stock issued for director fees — 2,299 Performance share and other forfeitures (166,478 ) (818 ) Shares retained for employee tax withholding requirements (74,340 ) (187,850 ) Ending common shares outstanding 105,126,626 104,744,101 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of disclosures concerning financial instruments measured at fair value | Disclosures concerning financial instruments measured at fair value are as follows (in thousands): Fair Value Measurements at June 30, 2019 using Level 1 Level 2 Level 3 Total Assets: Purchase Options related to real estate loans $ — $ — $ 6,120 $ 6,120 Liabilities: Interest rate swaps — 16,413 — 16,413 Fair Value Measurements at December 31, 2018 using Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ — $ 3,461 $ — $ 3,461 Purchase Options related to real estate loans — — 6,120 6,120 Liabilities: Interest rate swaps — 5,042 — 5,042 |
Fair value valuation techniques | Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Exercise price $ 15,143 $ 17,377 $ 5,503 First option exercise date (1) 12/31/2018 3/31/2019 5/31/2019 Last option exercise date 11/1/2020 12/5/2020 12/1/2020 Expected volatility 32.0 % 38.0 % 37.0 % Risk free rate 1.7 % 1.8 % 1.9 % Expected annualized equity dividend yield 6.8 % 9.9 % 6.5 % (1) The first option exercise date is the date used for valuing the Purchase Option. The actual option exercise dates are on or after the hotels are fully constructed and open for business. As of June 30, 2019, one of the three hotels were open for business. |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of restricted stock awards | The following table summarizes performance-based restricted stock activity under the Equity Plan for the six months ended June 30, 2019 : Number of Shares Weighted Average Grant Date Fair Value (1) Aggregate Current Value (per share) (in thousands) Non-vested at December 31, 2018 708,227 $ 14.75 $ 6,891 Granted 302,327 12.81 Vested (89,097 ) 13.77 Forfeited (165,466 ) 13.77 Non-vested at June 30, 2019 755,991 $ 14.31 $ 8,671 (1) The amounts included in this column represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model. The following table summarizes time-based restricted stock award activity under our Equity Plan for the six months ended June 30, 2019 : Number of Shares Weighted Average Grant Date Fair Value Aggregate Current Value (per share) (in thousands) Non-vested at December 31, 2018 370,152 $ 13.40 $ 3,602 Granted 235,407 11.32 Vested (154,801 ) 12.82 Forfeited (1,012 ) 13.15 Non-vested at June 30, 2019 449,746 $ 12.51 $ 5,159 |
Schedule of equity-based compensation expense | Equity-based compensation expense included in Corporate general and administrative expenses in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 was as follows (in thousands): For the For the 2019 2018 2019 2018 Time-based restricted stock $ 606 $ 516 $ 1,148 $ 1,352 Performance-based restricted stock 862 785 1,672 2,159 Director stock 496 520 496 537 $ 1,964 $ 1,821 $ 3,316 $ 4,048 |
Schedule of unrecognized equity-based compensation expense for all non-vested awards | Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $10.3 million at June 30, 2019 and will be recorded as follows (in thousands): Total 2019 2020 2021 2022 2023 Time-based restricted stock $ 4,287 $ 1,183 $ 1,802 $ 1,053 $ 233 $ 16 Performance-based restricted stock 5,994 1,724 2,578 1,477 215 — $ 10,281 $ 2,907 $ 4,380 $ 2,530 $ 448 $ 16 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of the components used to calculate basic and diluted earnings per share | Below is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share): For the For the 2019 2018 2019 2018 Numerator: Net income $ 49,069 $ 37,677 $ 61,969 $ 47,368 Less: Preferred dividends (3,709 ) (3,709 ) (7,418 ) (9,252 ) Premium on redemption of preferred stock — — — (3,277 ) Allocation to participating securities (195 ) (120 ) (218 ) (137 ) Attributable to non-controlling interest (112 ) (101 ) (135 ) (104 ) Net income attributable to common stockholders, net of amount allocated to participating securities $ 45,053 $ 33,747 $ 54,198 $ 34,598 Denominator: Weighted average common shares outstanding - basic 103,896 103,643 103,823 103,572 Dilutive effect of equity-based compensation awards 41 240 65 320 Weighted average common shares outstanding - diluted 103,937 103,883 103,888 103,892 Earnings per share: Basic $ 0.43 $ 0.33 $ 0.52 $ 0.33 Diluted $ 0.43 $ 0.32 $ 0.52 $ 0.33 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | Jun. 30, 2019hotelRoomState |
Properties | |
Number of hotels | 69 |
Number of states in which hotel properties are located | State | 24 |
Hotels | |
Properties | |
Number of hotels | 69 |
Number of guestrooms | Room | 10,715 |
TRS Lessees | Operating partnership | |
Properties | |
Ownership interest in joint venture | 100.00% |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 29,313 | $ 0 | |
Lease liabilities | $ 18,887 | $ 0 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 23,600 | ||
Lease liabilities | $ 23,600 |
INVESTMENT IN HOTEL PROPERTIE_3
INVESTMENT IN HOTEL PROPERTIES, NET - Schedule of investment in hotel properties (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investment in Hotel Properties | ||
Investment in hotel properties at cost | $ 2,285,546 | $ 2,413,176 |
Less - accumulated depreciation and amortization | (343,872) | (347,622) |
Investment in hotel properties, net | 1,941,674 | 2,065,554 |
Hotel buildings and improvements | ||
Investment in Hotel Properties | ||
Investment in hotel properties at cost | 1,822,659 | 1,916,194 |
Land | ||
Investment in Hotel Properties | ||
Investment in hotel properties at cost | 277,452 | 288,833 |
Furniture, fixtures and equipment | ||
Investment in Hotel Properties | ||
Investment in hotel properties at cost | 155,113 | 165,026 |
Construction in progress | ||
Investment in Hotel Properties | ||
Investment in hotel properties at cost | 18,903 | 21,059 |
Intangible assets | ||
Investment in Hotel Properties | ||
Investment in hotel properties at cost | $ 11,419 | $ 22,064 |
INVESTMENT IN HOTEL PROPERTIE_4
INVESTMENT IN HOTEL PROPERTIES, NET - Narrative (Details) $ in Thousands | Apr. 17, 2019USD ($)hotelRoom | Feb. 12, 2019USD ($)hotel | Jan. 31, 2019USD ($) | Jun. 29, 2018USD ($)contracthotel | Jun. 27, 2018USD ($)Room | Jun. 30, 2019USD ($)hotel | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)hotel | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||
Number of hotels | hotel | 69 | 69 | ||||||||
Acquisitions of hotel properties | $ 4,178 | $ 0 | ||||||||
Loss on impairment of assets | $ 1,685 | $ 0 | 1,685 | 0 | ||||||
Investment in hotel properties, net | 1,941,674 | 1,941,674 | $ 2,065,554 | |||||||
Six properties sold on April 17, 2019 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of guestrooms | Room | 815 | |||||||||
Disposed of by Sale | Six properties sold on April 17, 2019 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of hotels | hotel | 6 | |||||||||
Net gain on sale of properties | $ 36,600 | |||||||||
Aggregate sales price | 135,000 | |||||||||
Aggregate sales price, net | 133,000 | |||||||||
Buyer credit on disposal | $ 2,000 | |||||||||
Disposed of by Sale | Two hotel properties sold on February 12, 2019 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of hotels | hotel | 2 | |||||||||
Net gain on sale of properties | $ 4,200 | |||||||||
Aggregate sales price | $ 11,600 | |||||||||
Disposed of by Sale | Four properties sold on June 29, 2018 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of hotels | hotel | 4 | |||||||||
Net gain on sale of properties | 17,400 | $ 17,400 | ||||||||
Holiday Inn Express & Suites, and Hampton Inn | Disposed of by Sale | Sandy, UT and Provo, UT | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate sales price | $ 19,000 | |||||||||
Holiday Inn and Hilton Garden Inn | Disposed of by Sale | Duluth, GA | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate sales price | 24,900 | |||||||||
Financing receivable amount provided to seller | $ 3,600 | |||||||||
Financing receivable, number of second mortgage notes | contract | 2 | |||||||||
Financing receivable, interest rate | 7.38% | |||||||||
Financing receivable, term | 3 years 6 months | |||||||||
Hyatt House | Orlando, FL | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of guestrooms | Room | 168 | |||||||||
Construction costs, excluding land acquired | $ 32,700 | |||||||||
Internal capitalized costs | $ 1,600 | |||||||||
Construction cost reclassified upon completion | $ 37,100 | |||||||||
Residence Inn | Baltimore (Hunt Valley), MD | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisitions of hotel properties | $ 4,200 | |||||||||
Hyatt Place | Chicago, IL | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Loss on impairment of assets | 1,700 | 1,700 | ||||||||
Investment in hotel properties, net | $ 5,900 | $ 5,900 |
INVESTMENT IN HOTEL PROPERTIE_5
INVESTMENT IN HOTEL PROPERTIES, NET - Schedule of Assets Sale (Details) - Six properties sold on April 17, 2019 | Apr. 17, 2019Room |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of guestrooms | 815 |
SpringHill Suites | Bloomington, MN | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of guestrooms | 113 |
Hampton Inn & Suites | Bloomington, MN | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of guestrooms | 146 |
Residence Inn | Salt Lake City, UT | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of guestrooms | 189 |
Hyatt Place | Arlington, TX | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of guestrooms | 127 |
Hampton Inn | Goleta, CA | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of guestrooms | 101 |
Hampton Inn | Norwood, MA | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of guestrooms | 139 |
INVESTMENT IN HOTEL PROPERTIE_6
INVESTMENT IN HOTEL PROPERTIES, NET - Pro forma financial information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Combinations [Abstract] | ||||
Revenues | $ 141,410 | $ 137,525 | $ 272,707 | $ 262,121 |
Income from hotel operations | 55,191 | 53,715 | 103,365 | 98,646 |
Net income | 14,644 | 19,510 | 24,166 | 27,719 |
Net income (loss) attributable to common stockholders, net of amount allocated to participating securities | $ 10,713 | $ 15,636 | $ 16,488 | $ 15,007 |
Basic net income (loss) per share attributable to common shareholders (in dollars per share) | $ 0.10 | $ 0.15 | $ 0.16 | $ 0.14 |
Diluted net income (loss) per share attributable to common shareholders (in dollars per share) | $ 0.10 | $ 0.15 | $ 0.16 | $ 0.14 |
Depreciation expense, property tax expense, interest expense, income tax expense, loss on impairment of assets and other corporate expenses | $ 49,700 | $ 45,400 | $ 97,800 | $ 90,500 |
Premium on redemption of preferred stock | $ 3,300 |
INVESTMENT IN HOTEL PROPERTIE_7
INVESTMENT IN HOTEL PROPERTIES, NET - Schedule of Asset Held for Sale (Details) - Disposal Group, Held-for-sale - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale, gross | $ 493 | $ 13,021 |
Less - accumulated depreciation and amortization | 0 | (5,388) |
Assets held for sale, net | 493 | 7,633 |
Land | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale, gross | 493 | 2,442 |
Hotel buildings and improvements | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale, gross | 0 | 7,929 |
Furniture, fixtures and equipment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale, gross | 0 | 2,519 |
Franchise fees | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale, gross | $ 0 | $ 131 |
INVESTMENT IN REAL ESTATE LOA_3
INVESTMENT IN REAL ESTATE LOANS - Schedule of Investment in Real Estate Loans, net (Details) - Real Estate Loan - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Real estate loans | $ 34,787 | $ 34,650 |
Unamortized discount | (2,931) | (3,950) |
Investment in real estate, net | $ 31,856 | $ 30,700 |
INVESTMENT IN REAL ESTATE LOA_4
INVESTMENT IN REAL ESTATE LOANS - Additional information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019USD ($)hotel | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Loanhotel | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 29, 2018USD ($)contract | |
Financing Receivable, Impaired [Line Items] | ||||||
Number of hotels | hotel | 69 | 69 | ||||
Mezzanine loans | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Number of construction loans | Loan | 3 | |||||
Loans amount | $ 29,600 | $ 29,600 | ||||
Number of hotels | hotel | 3 | 3 | ||||
Loans stated interest rate | 8.00% | |||||
Loans initial term | 3 years | |||||
Loans funded | $ 29,600 | $ 29,600 | ||||
Interest in hotel upon completion to purchase | 90.00% | 90.00% | ||||
Period of time after initial option exercise to purchase remaining interests | 5 years | |||||
Amortization of discount | $ 500 | $ 500 | $ 1,000 | $ 1,000 | ||
Real Estate Loan | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Loans amount | 31,856 | 31,856 | $ 30,700 | |||
Investment in real estate loans mature in 2019 | 2,400 | 2,400 | ||||
Investment in real estate loans mature in 2020 | 27,300 | 27,300 | ||||
Investment in real estate loans mature in 2021 | 2,200 | 2,200 | ||||
Holiday Inn and Hilton Garden Inn | Disposed of by Sale | Duluth, GA | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Aggregate sales price | $ 24,900 | |||||
Financing receivable amount provided to seller | $ 3,600 | |||||
Financing receivable, number of second mortgage notes | contract | 2 | |||||
Financing receivable, interest rate | 7.38% | |||||
Amortized cost bases of loans | 2,800 | 2,800 | ||||
Other assets | Mezzanine loans | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Purchase options related to real estate loans | $ 6,100 | $ 6,100 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Apr. 24, 2019USD ($)Property | Apr. 11, 2019USD ($) | Mar. 19, 2019USD ($)Property | Jan. 31, 2019 | May 16, 2018USD ($) | Apr. 02, 2018USD ($)LoanProperty | Feb. 15, 2018USD ($) | Sep. 26, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2019USD ($)Property | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 20, 2019Property | Dec. 06, 2018USD ($) | Jan. 15, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||
Weighted average interest rate for all borrowings, after giving effect to interest rate derivatives (as a percent) | 4.21% | 4.27% | |||||||||||||||
Long-term debt | $ 829,001,000 | $ 958,712,000 | |||||||||||||||
Repayments of debt | 230,562,000 | $ 337,297,000 | |||||||||||||||
Debt transaction costs | $ 1,835,000 | $ 217,000 | |||||||||||||||
Mortgage loans | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt principal amount defeased | $ 6,300,000 | ||||||||||||||||
Secured debt | Non-recourse Loan | Metabank | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 47,600,000 | ||||||||||||||||
Number of properties that served as collateral for loans | Property | 3 | ||||||||||||||||
Amount drawn on secured debt | $ 47,600,000 | ||||||||||||||||
Fixed interest rate | 4.44% | ||||||||||||||||
Debt instrument, interest only payments term | 24 months | 18 months | |||||||||||||||
Debt instrument, amortization period after interest only payments period | 25 years | ||||||||||||||||
Secured debt | Mortgage loans | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of properties that served as collateral for loans | Property | 4 | 15 | 3 | ||||||||||||||
Long-term debt | $ 26,200,000 | $ 159,500,000 | |||||||||||||||
Secured debt | Mortgage loans | Compass Bank | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of properties that served as collateral for loans | Property | 3 | ||||||||||||||||
Repayments of debt | $ 21,900,000 | ||||||||||||||||
Secured debt | Mortgage loans | U.S. Bank | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayments of debt | $ 10,600,000 | ||||||||||||||||
Debt transaction costs | $ 1,000,000 | ||||||||||||||||
Secured debt | Mortgage loans | Western Alliance Bank | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, effective interest rate | 5.39% | ||||||||||||||||
Number of properties that served as collateral for loans | Property | 4 | ||||||||||||||||
Repayments of debt | $ 23,900,000 | ||||||||||||||||
Number of debt instrument | Loan | 4 | ||||||||||||||||
Unsecured debt | 2018 Unsecured Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit facility, maximum borrowing capacity | 600,000,000 | $ 600,000,000 | |||||||||||||||
Line of credit amount borrowed | 225,000,000 | ||||||||||||||||
Amount available for borrowing | 375,000,000 | ||||||||||||||||
Maximum increase in borrowing capacity available through accordion feature option | $ 300,000,000 | ||||||||||||||||
Number of properties that served as collateral for loans | Property | 54 | ||||||||||||||||
Unsecured debt | $400 million Revolver | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit facility, maximum borrowing capacity | 400,000,000 | ||||||||||||||||
Unsecured debt | $200 million Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 200,000,000 | ||||||||||||||||
Debt instrument, effective interest rate | 4.00% | ||||||||||||||||
Unsecured debt | $450 Million Senior Unsecured Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 450,000,000 | ||||||||||||||||
Unsecured debt | $300 Million Revolver | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | 300,000,000 | ||||||||||||||||
Unsecured debt | $150 Million Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 150,000,000 | ||||||||||||||||
Unsecured debt | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 225,000,000 | ||||||||||||||||
Maximum increase in borrowing capacity available through accordion feature option | $ 175,000,000 | ||||||||||||||||
Debt instrument, effective interest rate | 4.00% | ||||||||||||||||
Amount drawn on unsecured debt | $ 225,000,000 | ||||||||||||||||
Unsecured debt | 2018 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 225,000,000 | ||||||||||||||||
Maximum increase in borrowing capacity available through accordion feature option | 150,000,000 | ||||||||||||||||
Debt instrument, effective interest rate | 4.30% | ||||||||||||||||
Amount drawn on unsecured debt | $ 85,000,000 | 140,000,000 | |||||||||||||||
Unsecured debt | Term Loan terminated Feb 15, 2018 | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 140,000,000 | ||||||||||||||||
Mortgage loans | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt transaction costs | $ 600,000 | ||||||||||||||||
Minimum | LIBOR | Unsecured debt | $400 million Revolver | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.40% | ||||||||||||||||
Minimum | LIBOR | Unsecured debt | $200 million Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.35% | ||||||||||||||||
Maximum | LIBOR | Unsecured debt | $400 million Revolver | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 2.15% | ||||||||||||||||
Maximum | LIBOR | Unsecured debt | $200 million Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 2.10% | ||||||||||||||||
Option One | Minimum | LIBOR | Unsecured debt | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.45% | ||||||||||||||||
Option One | Minimum | LIBOR | Unsecured debt | 2018 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.80% | ||||||||||||||||
Option One | Maximum | LIBOR | Unsecured debt | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 2.20% | ||||||||||||||||
Option One | Maximum | LIBOR | Unsecured debt | 2018 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 2.55% | ||||||||||||||||
Option Two | LIBOR | Unsecured debt | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.00% | ||||||||||||||||
Option Two | LIBOR | Unsecured debt | 2018 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.00% | ||||||||||||||||
Option Two | Federal Funds Rate | Unsecured debt | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 0.50% | ||||||||||||||||
Option Two | Federal Funds Rate | Unsecured debt | 2018 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 0.50% | ||||||||||||||||
Option Two | Minimum | Base rate | Unsecured debt | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 0.45% | ||||||||||||||||
Option Two | Minimum | Base rate | Unsecured debt | 2018 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 0.80% | ||||||||||||||||
Option Two | Maximum | Base rate | Unsecured debt | 2017 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.20% | ||||||||||||||||
Option Two | Maximum | Base rate | Unsecured debt | 2018 Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt basis spread on variable rate | 1.55% | ||||||||||||||||
Fair Value | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt with variable interest rates that had been converted to fixed interest rates | $ 400,000,000 | $ 400,000,000 |
DEBT - Schedule of debt (Detail
DEBT - Schedule of debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Debt, gross | $ 834,450 | $ 965,011 |
Unamortized debt issuance costs | (5,449) | (6,299) |
Debt, net of debt issuance costs | 829,001 | 958,712 |
Unsecured debt | Revolving debt | ||
Debt Instrument [Line Items] | ||
Debt, gross | 25,000 | 115,000 |
Unsecured debt | Term loans | ||
Debt Instrument [Line Items] | ||
Debt, gross | 650,000 | 650,000 |
Mortgage loans | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 159,450 | $ 200,011 |
DEBT - Fixed-rate and variable-
DEBT - Fixed-rate and variable-rate debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt | ||
Fixed-rate debt | $ 550,826 | $ 569,103 |
Fixed rate debt, percentage | 66.00% | 59.00% |
Variable-rate debt | $ 283,624 | $ 395,908 |
Variable-rate debt, percentage | 34.00% | 41.00% |
Debt, gross | $ 834,450 | $ 965,011 |
Carrying Value | ||
Debt | ||
Fixed-rate debt | 150,826 | 169,103 |
Level 2 | Fair Value | ||
Debt | ||
Fixed-rate debt | $ 149,154 | $ 166,256 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | Jan. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Lessee, Lease, Description [Line Items] | ||||
Operating lease weighted average discount rate | 5.00% | 5.00% | ||
Operating lease cost | $ 800 | $ 1,800 | ||
Operating cash outflows from operating leases | $ 700 | $ 1,600 | ||
Operating lease weighted average remaining lease term | 29 years 6 months | 29 years 6 months | ||
Acquisitions of hotel properties | $ 4,178 | $ 0 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease remaining term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease remaining term | 80 years | |||
Residence Inn | Baltimore (Hunt Valley), MD | ||||
Lessee, Lease, Description [Line Items] | ||||
Acquisitions of hotel properties | $ 4,200 |
LEASES - Operating lease maturi
LEASES - Operating lease maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 | $ 1,063 | |
2020 | 2,031 | |
2021 | 1,923 | |
2022 | 1,711 | |
2023 | 867 | |
Thereafter | 28,442 | |
Total lease payments | 36,037 | |
Less interest | (17,150) | |
Total | $ 18,887 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Schedule of derivative financial instruments (Details) - Designated as hedges - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Interest rate swaps | ||
Derivative financial instruments and hedging | ||
Notional Amount | $ 400,000 | $ 400,000 |
Fair Value | $ (16,413) | (1,581) |
Interest Rate Swap Expiring January 31, 2023 | ||
Derivative financial instruments and hedging | ||
Derivative average fixed interest rate | 1.98% | |
Interest Rate Swap Expiring January 31, 2023 One | ||
Derivative financial instruments and hedging | ||
Notional Amount | $ 100,000 | 100,000 |
Fair Value | (1,284) | 1,758 |
Interest Rate Swap Expiring January 31, 2023 Two | ||
Derivative financial instruments and hedging | ||
Notional Amount | 100,000 | 100,000 |
Fair Value | (1,323) | 1,703 |
Interest Rate Swap Expiring September 30, 2024 | ||
Derivative financial instruments and hedging | ||
Notional Amount | 75,000 | 75,000 |
Fair Value | $ (4,564) | (1,656) |
Derivative average fixed interest rate | 2.87% | |
Interest Rate Swap Expiring December 31, 2025 | ||
Derivative financial instruments and hedging | ||
Notional Amount | $ 125,000 | 125,000 |
Fair Value | $ (9,242) | $ (3,386) |
Derivative average fixed interest rate | 2.93% |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Narrative (Details) - Interest rate swaps $ in Millions | Jun. 30, 2019USD ($)Instrument |
Derivative [Line Items] | |
Reclassification from other comprehensive income in next 12 months | $ | $ 2.4 |
Designated as hedges | |
Derivative [Line Items] | |
Number of derivatives in an asset position | 2 |
Number of derivatives in a liability position | 2 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Schedule of gain or loss recognized on derivative financial instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative instruments, gain (loss) recognized | ||||
Total interest expense in which the effects of cash flow hedges are recorded | $ (9,766) | $ (10,402) | $ (20,618) | $ (19,731) |
Cash flow hedges | Interest rate swaps | ||||
Derivative instruments, gain (loss) recognized | ||||
(Loss) gain recognized in Other comprehensive income on derivative financial instruments | (9,247) | 309 | (14,744) | 3,846 |
Total interest expense in which the effects of cash flow hedges are recorded | (9,766) | (10,402) | (20,618) | (19,731) |
Cash flow hedges | Interest rate swaps | Interest expense | ||||
Derivative instruments, gain (loss) recognized | ||||
Gain (loss) reclassified from Other comprehensive income to Interest expense | $ 27 | $ (53) | $ 88 | $ (260) |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 20, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Undesignated preferred stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 90,600,000 | ||
7.125% Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, dividend rate | 7.125% | ||
Payments for repurchase of redeemable preferred shares | $ 85.3 | ||
Preferred stock, shares outstanding | 3,400,000 | ||
Preferred stock, redemption price (in dollars per share) | $ 25 | ||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | ||
6.45% Series D Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 3,000,000 | ||
Preferred stock, dividend rate | 6.45% | 6.45% | |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 | |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | ||
Annual dividend rate per share (in dollars per share) | $ 1.6125 | ||
6.45% Series D Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Ratio for conversion | 3.9216 | ||
6.25% Series E Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,400,000 | ||
Preferred stock, dividend rate | 6.25% | 6.25% | |
Preferred stock, shares outstanding | 6,400,000 | 6,400,000 | |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | ||
Annual dividend rate per share (in dollars per share) | $ 1.5625 | ||
6.25% Series E Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Ratio for conversion | 3.1686 | ||
Operating partnership | Non-controlling Interests in Operating Partnership | |||
Class of Stock [Line Items] | |||
Number of common units of operating partnership owned by unaffiliated third parties (in shares) | 253,189 | 259,265 | |
Percentage of limited partnership interest in operating partnership (less than) | 1.00% | 1.00% | |
Unaffiliated Third Parties | Operating partnership | |||
Class of Stock [Line Items] | |||
Limited partner capital account units conversion ratio | 1 |
EQUITY - Changes in common stoc
EQUITY - Changes in common stock (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Changes in Common Stock [Roll Forward] | ||
Beginning common shares outstanding | 104,783,179 | 104,287,128 |
Grants under the Equity Plan | 537,734 | 583,373 |
Common Unit redemptions | 6,076 | 25,839 |
Common stock issued for director fees | 0 | 2,299 |
Performance share and other forfeitures | (166,478) | (818) |
Shares retained for employee tax withholding requirements | (74,340) | (187,850) |
Ending common shares outstanding | 105,126,626 | 104,744,101 |
Director | ||
Changes in Common Stock [Roll Forward] | ||
Grants under the Equity Plan | 40,455 | 34,130 |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of Financial Instruments Measured at Fair Value (Details) - Recurring basis - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Purchase Options related to real estate loans | $ 6,120 | $ 6,120 |
Level 1 | ||
Assets: | ||
Purchase Options related to real estate loans | 0 | 0 |
Level 2 | ||
Assets: | ||
Purchase Options related to real estate loans | 0 | 0 |
Level 3 | ||
Assets: | ||
Purchase Options related to real estate loans | 6,120 | 6,120 |
Interest rate swaps | ||
Assets: | ||
Derivative asset | 3,461 | |
Liabilities: | ||
Derivative liabilities | 16,413 | 5,042 |
Interest rate swaps | Level 1 | ||
Assets: | ||
Derivative asset | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Interest rate swaps | Level 2 | ||
Assets: | ||
Derivative asset | 3,461 | |
Liabilities: | ||
Derivative liabilities | 16,413 | 5,042 |
Interest rate swaps | Level 3 | ||
Assets: | ||
Derivative asset | 0 | |
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENT - Sche_2
FAIR VALUE MEASUREMENT - Schedule of Unobservable Inputs for Fair Values of Purchase Options (Details) - Recurring basis - Level 3 $ / shares in Thousands | Jun. 30, 2019$ / shares |
Exercise price | Real Estate Loan 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 15,143 |
Exercise price | Real Estate Loan 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 17,377 |
Exercise price | Real Estate Loan 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 5,503 |
Expected volatility | Real Estate Loan 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.320 |
Expected volatility | Real Estate Loan 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.380 |
Expected volatility | Real Estate Loan 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.370 |
Risk free rate | Real Estate Loan 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.017 |
Risk free rate | Real Estate Loan 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.018 |
Risk free rate | Real Estate Loan 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.019 |
Expected annualized equity dividend yield | Real Estate Loan 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.068 |
Expected annualized equity dividend yield | Real Estate Loan 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.099 |
Expected annualized equity dividend yield | Real Estate Loan 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.065 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Restricted Cash (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | ||
Restricted cash | $ 27,066 | $ 28,468 |
Minimum | ||
Loss Contingencies [Line Items] | ||
Restricted cash reserve as percentage of hotel revenues | 2.00% | |
Maximum | ||
Loss Contingencies [Line Items] | ||
Restricted cash reserve as percentage of hotel revenues | 5.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Franchise and Management Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Franchise agreements | ||||
Commitments and contingencies | ||||
Fees related to the agreement | $ 12.5 | $ 13 | $ 24 | $ 24.4 |
Management Agreements | ||||
Commitments and contingencies | ||||
Fees related to the agreement | $ 4.5 | $ 5.4 | $ 9.6 | $ 10.7 |
Management Agreements | Maximum | ||||
Commitments and contingencies | ||||
Term of contract | 5 years |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation expense | $ 3,316 | $ 4,048 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of exercisable shares (in shares) | 235,000 | ||
Weighted average exercise price, exercisable (in dollars per share) | $ 9.75 | ||
Weighted average remaining contractual terms, exercisable | 1 year 8 months 12 days | ||
Aggregate intrinsic value, outstanding | $ 400 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options term | 5 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options term | 10 years | ||
Chief Financial Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation expense | $ 1,000 |
EQUITY-BASED COMPENSATION - Tim
EQUITY-BASED COMPENSATION - Time-Based Restricted Stock Awards (Details) - Restricted Stock Awards - Time-Based - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Non-vested at the beginning of period (in shares) | 370,152 | |
Granted (in shares) | 235,407 | |
Vested (in shares) | (154,801) | |
Forfeited (in shares) | (1,012) | |
Non-vested at the end of period (in shares) | 449,746 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at the beginning of period (in dollars per share) | $ 13.40 | |
Granted (in dollars per share) | 11.32 | |
Vested (in dollars per share) | 12.82 | |
Forfeited (in dollars per share) | 13.15 | |
Non-vested at the end of period (in dollars per share) | $ 12.51 | |
Aggregate Current Value | ||
Non-vested outstanding | $ 5,159 | $ 3,602 |
Employees | ||
Aggregate Current Value | ||
Vesting period | 4 years | |
Employees | Period one | ||
Aggregate Current Value | ||
Vesting percentage | 20.00% | |
Employees | Period two | ||
Aggregate Current Value | ||
Vesting percentage | 20.00% | |
Employees | Period three | ||
Aggregate Current Value | ||
Vesting percentage | 20.00% | |
Employees | Period four | ||
Aggregate Current Value | ||
Vesting percentage | 40.00% | |
Executive officers | ||
Aggregate Current Value | ||
Vesting period | 3 years | |
Executive officers | Period one | ||
Aggregate Current Value | ||
Vesting percentage | 25.00% | |
Executive officers | Period two | ||
Aggregate Current Value | ||
Vesting percentage | 25.00% | |
Executive officers | Period three | ||
Aggregate Current Value | ||
Vesting percentage | 50.00% |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance-Based Restricted Stock Awards (Details) - Restricted Stock Awards - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Performance-Based | ||
Number of Shares | ||
Non-vested at the beginning of period (in shares) | 708,227 | |
Granted (in shares) | 302,327 | |
Vested (in shares) | (89,097) | |
Forfeited (in shares) | (165,466) | |
Non-vested at the end of period (in shares) | 755,991 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at the beginning of period (in dollars per share) | $ 14.75 | |
Granted (in dollars per share) | 12.81 | |
Vested (in dollars per share) | 13.77 | |
Forfeited (in dollars per share) | 13.77 | |
Non-vested at the end of period (in dollars per share) | $ 14.31 | |
Aggregate Current Value | ||
Non-vested outstanding | $ 8,671 | $ 6,891 |
Maximum | Executive officers | ||
Aggregate Current Value | ||
Number of shares may earn, as multiple of shares granted | 200.00% | |
Minimum | Executive officers | ||
Aggregate Current Value | ||
Number of shares may earn, as multiple of shares granted | 0.00% |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 3,316 | $ 4,048 | ||
Compensation expense to be recognized | ||||
Unrecognized compensation costs related to non-vested awards | $ 10,281 | 10,281 | ||
2019 | 2,907 | 2,907 | ||
2020 | 4,380 | 4,380 | ||
2021 | 2,530 | 2,530 | ||
2022 | 448 | 448 | ||
2023 | 16 | 16 | ||
Restricted Stock Awards | Time-Based | ||||
Compensation expense to be recognized | ||||
Unrecognized compensation costs related to non-vested awards | 4,287 | 4,287 | ||
2019 | 1,183 | 1,183 | ||
2020 | 1,802 | 1,802 | ||
2021 | 1,053 | 1,053 | ||
2022 | 233 | 233 | ||
2023 | 16 | 16 | ||
Restricted Stock Awards | Performance-Based | ||||
Compensation expense to be recognized | ||||
Unrecognized compensation costs related to non-vested awards | 5,994 | 5,994 | ||
2019 | 1,724 | 1,724 | ||
2020 | 2,578 | 2,578 | ||
2021 | 1,477 | 1,477 | ||
2022 | 215 | 215 | ||
2023 | 0 | 0 | ||
Corporate general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 1,964 | $ 1,821 | ||
Corporate general and administrative | Restricted Stock Awards | Time-Based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 606 | 516 | 1,148 | 1,352 |
Corporate general and administrative | Restricted Stock Awards | Performance-Based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 862 | 785 | 1,672 | 2,159 |
Corporate general and administrative | Stock awards | Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 496 | $ 520 | $ 496 | $ 537 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Percentage of taxable income distributed to shareholders | 100.00% | |||
Income tax expense | $ 701,000 | $ 152,000 | $ 1,051,000 | $ 412,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||
Net income | $ 49,069 | $ 37,677 | $ 61,969 | $ 47,368 |
Less: Preferred dividends | (3,709) | (3,709) | (7,418) | (9,252) |
Premium on redemption of preferred stock | 0 | 0 | 0 | (3,277) |
Allocation to participating securities | (195) | (120) | (218) | (137) |
Attributable to non-controlling interest | (112) | (101) | (135) | (104) |
Net income attributable to common stockholders, net of amount allocated to participating securities | $ 45,053 | $ 33,747 | $ 54,198 | $ 34,598 |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 103,896,000 | 103,643,000 | 103,823,000 | 103,572,000 |
Dilutive effect of equity-based compensation awards (in shares) | 41,000 | 240,000 | 65,000 | 320,000 |
Weighted average common shares outstanding - diluted (in shares) | 103,937,000 | 103,883,000 | 103,888,000 | 103,892,000 |
Basic (in dollars per share) | $ 0.43 | $ 0.33 | $ 0.52 | $ 0.33 |
Diluted (in dollars per share) | $ 0.43 | $ 0.32 | $ 0.52 | $ 0.33 |
Restricted Stock Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted earnings per share (in shares) | 755,991 | 453,664 | 755,991 | 453,664 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Jul. 29, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
6.45% Series D Preferred Stock | ||||
Subsequent events | ||||
Preferred stock, dividend rate | 6.45% | 6.45% | ||
6.25% Series E Preferred Stock | ||||
Subsequent events | ||||
Preferred stock, dividend rate | 6.25% | 6.25% | ||
Subsequent Event | ||||
Subsequent events | ||||
General partner, ownership interest | 51.00% | |||
Joint venture, anticipated overall leverage target | 50.00% | |||
Cash dividends declared, common stock (in dollars per share) | $ 0.18 | |||
Subsequent Event | 6.45% Series D Preferred Stock | ||||
Subsequent events | ||||
Cash dividends declared, preferred stock (in dollars per share) | 0.403125 | |||
Subsequent Event | 6.25% Series E Preferred Stock | ||||
Subsequent events | ||||
Cash dividends declared, preferred stock (in dollars per share) | $ 0.390625 | |||
GIC | Subsequent Event | ||||
Subsequent events | ||||
Limited partner, ownership percentage | 49.00% |