Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 27, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | RLJ Lodging Trust | |
Entity Central Index Key | 1,511,337 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 124,807,391 | |
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Investment in hotel properties, net | $ 3,643,206 | $ 3,674,999 |
Cash and cash equivalents | 126,004 | 134,192 |
Restricted cash reserves | 54,547 | 55,455 |
Hotel and other receivables, net of allowance of $129 and $117, respectively | 31,007 | 25,755 |
Deferred income tax asset | 48,847 | 49,978 |
Prepaid expense and other assets | 36,727 | 32,563 |
Total assets | 3,940,338 | 3,972,942 |
Liabilities and Equity | ||
Mortgage loans, net | 415,546 | 406,049 |
Term loans and revolving credit facility, net | 1,169,840 | 1,169,437 |
Accounts payable and other liabilities | 130,776 | 129,192 |
Deferred income tax liability | 9,801 | 9,801 |
Advance deposits and deferred revenue | 13,460 | 11,647 |
Accrued interest | 4,872 | 4,883 |
Distributions payable | 41,361 | 41,409 |
Total liabilities | $ 1,785,656 | $ 1,772,418 |
Commitments and Contingencies (Note 9) | ||
Shareholders’ equity: | ||
Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized; zero shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 0 | $ 0 |
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 124,807,780 and 124,635,675 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 1,248 | 1,246 |
Additional paid-in-capital | 2,190,737 | 2,195,732 |
Accumulated other comprehensive loss | (36,850) | (16,602) |
(Distributions in excess of net earnings) retained earnings | (13,448) | 2,439 |
Total shareholders’ equity | 2,141,687 | 2,182,815 |
Noncontrolling interest: | ||
Noncontrolling interest in consolidated joint venture | 5,856 | 6,177 |
Noncontrolling interest in the Operating Partnership | 7,139 | 11,532 |
Total noncontrolling interest | 12,995 | 17,709 |
Total equity | 2,154,682 | 2,200,524 |
Total liabilities and equity | $ 3,940,338 | $ 3,972,942 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Hotel and other receivables, allowance | $ 129 | $ 117 |
Preferred shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares of beneficial interest, shares authorized | 50,000,000 | 50,000,000 |
Preferred shares of beneficial interest, shares issued | 0 | 0 |
Preferred shares of beneficial interest, shares outstanding | 0 | 0 |
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, shares authorized | 450,000,000 | 450,000,000 |
Common shares of beneficial interest, shares issued | 124,807,780 | 124,635,675 |
Common shares of beneficial interest, shares outstanding | 124,807,780 | 124,635,675 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating revenue | ||
Room revenue | $ 239,512 | $ 232,559 |
Food and beverage revenue | 26,555 | 28,993 |
Other operating department revenue | 9,104 | 8,853 |
Total revenue | 275,171 | 270,405 |
Operating expense | ||
Room expense | 55,028 | 54,086 |
Food and beverage expense | 19,817 | 20,764 |
Management and franchise fee expense | 28,501 | 28,042 |
Other operating expense | 60,021 | 60,581 |
Total property operating expense | 163,367 | 163,473 |
Depreciation and amortization | 40,730 | 37,203 |
Property tax, insurance and other | 20,155 | 20,043 |
General and administrative | 9,649 | 10,399 |
Transaction and pursuit costs | 79 | 135 |
Total operating expense | 233,980 | 231,253 |
Operating income | 41,191 | 39,152 |
Other income | 302 | 90 |
Interest income | 397 | 445 |
Interest expense | (14,892) | (13,508) |
Income from continuing operations before income tax expense | 26,998 | 26,179 |
Income tax expense | (1,476) | (375) |
Income from continuing operations | 25,522 | 25,804 |
(Loss) gain on sale of hotel properties | (172) | 22,298 |
Net income | 25,350 | 48,102 |
Net loss (income) attributable to noncontrolling interests | ||
Noncontrolling interest in consolidated joint venture | 62 | 69 |
Noncontrolling interest in the Operating Partnership | (114) | (321) |
Net income attributable to common shareholders | $ 25,298 | $ 47,850 |
Basic per common share data: | ||
Net income per share attributable to common shareholders (in dollars per share) | $ 0.20 | $ 0.36 |
Weighted-average number of common shares (in shares) | 123,739,823 | 131,272,611 |
Diluted per common share data: | ||
Net income per share attributable to common shareholders (in dollars per share) | $ 0.20 | $ 0.36 |
Weighted-average number of common shares (in shares) | 124,141,824 | 132,286,542 |
Amounts attributable to the Company’s common shareholders: | ||
Income from continuing operations | $ 25,470 | $ 25,702 |
(Loss) gain on sale of hotel properties | (172) | 22,148 |
Comprehensive income: | ||
Unrealized loss on interest rate derivatives | (20,248) | (9,403) |
Comprehensive income | 5,102 | 38,699 |
Comprehensive loss attributable to the noncontrolling interest in consolidated joint venture | 62 | 69 |
Comprehensive income attributable to the noncontrolling interest in the Operating Partnership | (114) | (321) |
Comprehensive income attributable to the Company | $ 5,050 | $ 38,447 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Distributions in excess of net earnings | Accumulated Other Comprehensive Income | Total Noncontrolling Interests | Operating Partnership | Consolidated Joint Venture |
Balance (in shares) at Dec. 31, 2014 | 131,964,706 | |||||||
Balance at Dec. 31, 2014 | $ 2,378,484 | $ 1,319 | $ 2,419,731 | $ (46,415) | $ (13,644) | $ 17,493 | $ 11,198 | $ 6,295 |
Increase (Decrease) in Owners' Equity | ||||||||
Net income (loss) | 48,102 | 47,850 | 252 | 321 | (69) | |||
Unrealized loss on interest rate derivatives | (9,403) | (9,403) | ||||||
Issuance of restricted stock (in shares) | 253,242 | |||||||
Issuance of restricted stock | $ 3 | (3) | ||||||
Amortization of share-based compensation | 4,023 | 4,023 | ||||||
Share grants to trustees (in shares) | 1,057 | |||||||
Share grants to trustees | 33 | 33 | ||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares) | (53,468) | |||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | (1,772) | $ (1) | (1,771) | |||||
Forfeiture of restricted stock (in shares) | (229) | |||||||
Distributions on common shares and units | (44,240) | (43,945) | (295) | (295) | ||||
Balance (in shares) at Mar. 31, 2015 | 132,165,308 | |||||||
Balance at Mar. 31, 2015 | 2,375,227 | $ 1,321 | 2,422,013 | (42,510) | (23,047) | 17,450 | 11,224 | 6,226 |
Balance (in shares) at Dec. 31, 2015 | 124,635,675 | |||||||
Balance at Dec. 31, 2015 | 2,200,524 | $ 1,246 | 2,195,732 | 2,439 | (16,602) | 17,709 | 11,532 | 6,177 |
Increase (Decrease) in Owners' Equity | ||||||||
Net income (loss) | 25,350 | 25,298 | 52 | 114 | (62) | |||
Unrealized loss on interest rate derivatives | (20,248) | (20,248) | ||||||
Distributions to joint venture partner | (259) | (259) | (259) | |||||
Redemption of Operating Partnership units (in shares) | 335,250 | |||||||
Redemption of Operating Partnership units | 0 | $ 3 | 4,322 | (4,325) | (4,325) | |||
Issuance of restricted stock (in shares) | 378,567 | |||||||
Issuance of restricted stock | 0 | $ 4 | (4) | |||||
Amortization of share-based compensation | 2,591 | 2,591 | ||||||
Share grants to trustees (in shares) | 1,447 | |||||||
Share grants to trustees | 33 | 33 | ||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares) | (32,398) | |||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | (653) | (653) | ||||||
Shares acquired as part of a share repurchase program (in shares) | (510,498) | |||||||
Shares acquired as part of a share repurchase program | (11,289) | $ (5) | (11,284) | |||||
Forfeiture of restricted stock (in shares) | (263) | |||||||
Distributions on common shares and units | (41,367) | (41,185) | (182) | (182) | ||||
Balance (in shares) at Mar. 31, 2016 | 124,807,780 | |||||||
Balance at Mar. 31, 2016 | $ 2,154,682 | $ 1,248 | $ 2,190,737 | $ (13,448) | $ (36,850) | $ 12,995 | $ 7,139 | $ 5,856 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net income | $ 25,350 | $ 48,102 |
Adjustments to reconcile net income to cash flow provided by operating activities: | ||
Loss (gain) on sale of hotel properties | 172 | (22,298) |
Depreciation and amortization | 40,730 | 37,203 |
Amortization of deferred financing costs | 1,013 | 1,031 |
Amortization of deferred management fees | 188 | 217 |
Accretion of interest income on investment in loan | (127) | (82) |
Share grants to trustees | 33 | 33 |
Amortization of share-based compensation | 2,591 | 4,023 |
Deferred income taxes | 1,131 | (18) |
Changes in assets and liabilities: | ||
Hotel and other receivables, net | (5,252) | (5,129) |
Prepaid expense and other assets | (4,874) | (544) |
Accounts payable and other liabilities | (7,606) | (20,859) |
Advance deposits and deferred revenue | 1,813 | 2,401 |
Accrued interest | (11) | (28) |
Net cash flow provided by operating activities | 55,151 | 44,052 |
Cash flows from investing activities | ||
Proceeds from the sale of hotel properties, net | 2,647 | 225,593 |
Improvements and additions to hotel properties | (22,315) | (27,453) |
Additions to property and equipment | (142) | (50) |
Decrease in restricted cash reserves, net | 908 | 6,259 |
Net cash flow (used in) provided by investing activities | (18,902) | 204,349 |
Cash flows from financing activities | ||
Borrowings under revolving credit facility | 30,000 | 0 |
Repayments under revolving credit facility | (30,000) | 0 |
Proceeds from mortgage loans | 11,000 | 0 |
Payments of mortgage loans principal | (936) | (129,428) |
Repurchase of common shares under a share repurchase program | (11,289) | 0 |
Repurchase of common shares to satisfy employee withholding requirements | (653) | (1,772) |
Distributions on common shares | (41,130) | (39,590) |
Distributions on Operating Partnership units | (288) | (274) |
Payments of deferred financing costs | (882) | (21) |
Distribution to joint venture partner | (259) | 0 |
Net cash flow used in financing activities | (44,437) | (171,085) |
Net change in cash and cash equivalents | (8,188) | 77,316 |
Cash and cash equivalents, beginning of period | 134,192 | 262,458 |
Cash and cash equivalents, end of period | $ 126,004 | $ 339,774 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization RLJ Lodging Trust (the "Company") was formed as a Maryland real estate investment trust ("REIT") on January 31, 2011. The Company is a self-advised and self-administered REIT that acquires primarily premium-branded, focused-service and compact full-service hotels. The Company qualified and elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with the portion of its taxable year ended December 31, 2011. Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through RLJ Lodging Trust, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of March 31, 2016 , there were 125,366,530 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.6% of the outstanding OP units. As of March 31, 2016 , the Company owned 125 hotel properties with approximately 20,800 rooms, located in 21 states and the District of Columbia, and an interest in one mortgage loan secured by a hotel. The Company, through wholly-owned subsidiaries, owned a 100% interest in all of its hotel properties, with the exception of the DoubleTree Metropolitan Hotel New York City, in which the Company, through wholly-owned subsidiaries, owned a 98.3% controlling interest in a joint venture, DBT Met Hotel Venture, LP, which was formed to engage in the hotel operations related to this hotel. An independent operator manages the operations of each hotel property. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company's Annual Report on Form 10-K for the year ended December 31, 2015 contains a discussion of the significant accounting policies. Other than the disclosure of the deferred financing costs accounting policy in this section, there have been no other significant changes to the Company's significant accounting policies since December 31, 2015 . Basis of Presentation and Principles of Consolidation The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly present the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2015 , included in the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2016. The consolidated financial statements include all subsidiaries controlled by the Company. For the controlled subsidiaries that are not wholly-owned, the noncontrolling interests in these subsidiaries are presented separately in the consolidated financial statements. In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The new guidance modifies the analysis an entity must perform to determine whether it should consolidate certain legal entities. The Company adopted the new guidance on January 1, 2016 and the adoption did not have an impact on the Company’s consolidated financial statements as there were no changes to the subsidiaries consolidated by the Company. Upon adopting the new guidance, the Operating Partnership and certain subsidiaries of the Operating Partnership became variable interest entities. The Company continues to consolidate the Operating Partnership and the Operating Partnership continues to consolidate the other subsidiary variable interest entities. Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through, the Operating Partnership. Reclassifications Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net income, shareholders’ equity or cash flows. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Deferred Financing Costs Deferred financing costs are the costs incurred to obtain long-term financing. The deferred financing costs are recorded at cost and are amortized using the straight-line method, which approximates the effective interest method, over the respective term of the financing agreement and are included as a component of interest expense. The Company expenses unamortized deferred financing costs when the associated financing agreement is refinanced or repaid before maturity unless certain criteria are met that would allow for the carryover of such costs to the refinanced agreement. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This guidance requires an entity to present the debt issuance costs in the balance sheet as a direct deduction from the carrying amount of that debt liability, rather than as an asset. In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . This guidance allows the debt issuance costs on line-of-credit arrangements to be presented in the balance sheet as an asset and amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted both ASU 2015-03 and ASU 2015-15 during the quarter ended March 31, 2016. The adoption of this guidance changed the balance sheet classification of the Company's deferred financing costs but it did not otherwise affect the consolidated financial statements. Upon adoption of the new guidance, the Company reclassified deferred financing costs of $8.0 million and $8.1 million in the consolidated balance sheets as of March 31, 2016 and December 31, 2015 , respectively. The carrying amount of debt as of March 31, 2016 and December 31, 2015 , is presented net of deferred financing costs of $7.4 million and $7.3 million , respectively. The carrying amount of prepaid expense and other assets as of March 31, 2016 and December 31, 2015 includes deferred financing costs of $0.6 million and $0.8 million , respectively, related to the revolving credit facility. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes or replaces nearly all GAAP revenue recognition guidance. The new guidance establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and expands disclosures about revenue. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating whether this ASU will have a material impact on its financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This guidance will require lessees to recognize a right-of-use asset and a lease liability for most of their leases on the balance sheet, and an entity will need to classify its leases as either an operating or finance lease in order to determine the income statement presentation. Lessors will classify their leases as either operating, direct financing, or sales-type leases, and leveraged leases have been eliminated in the new guidance. The guidance is effective for annual reporting periods beginning after December 15, 2018, and the interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating whether this ASU will have a material impact on its financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which amends ASC Topic 718, Compensation - Stock Compensation. ASU 2016-09 includes provisions that are intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company early adopted this guidance for the quarterly period ended March 31, 2016, and the adoption had no effect on its financial position, results of operations or cash flows. |
Investment in Hotel Properties
Investment in Hotel Properties | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties consisted of the following (in thousands): March 31, 2016 December 31, 2015 Land and improvements $ 736,341 $ 736,709 Buildings and improvements 3,205,990 3,205,704 Furniture, fixtures and equipment 577,751 571,118 Intangible assets 2,507 2,507 4,522,589 4,516,038 Accumulated depreciation and amortization (879,383 ) (841,039 ) Investment in hotel properties, net $ 3,643,206 $ 3,674,999 For the three months ended March 31, 2016 and 2015 , the Company recognized depreciation and amortization expense related to its investment in hotel properties of approximately $40.7 million and $37.1 million , respectively. Impairment The Company determined that there was no impairment of any assets for either the three months ended March 31, 2016 or 2015 . |
Sale of Hotel Properties
Sale of Hotel Properties | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal of Hotel Properties | Sale of Hotel Properties During the three months ended March 31, 2016 , the Company sold one hotel property for a sale price of approximately $2.9 million . In conjunction with this transaction, the Company recorded a $0.2 million loss on sale which is included in the accompanying consolidated statement of operations. The following table discloses the hotel property that was sold during the three months ended March 31, 2016 : Property Name Location Sale Date Rooms Holiday Inn Express Merrillville Merrillville, IN February 22, 2016 62 Total 62 During the three months ended March 31, 2015 , the Company sold 20 hotel properties in a single transaction for a total sale price of approximately $230.3 million . In conjunction with this transaction, the Company recorded a $22.3 million gain on sale, which is included in the accompanying consolidated statement of operations. The following table provides a list of the hotel properties that were sold during the three months ended March 31, 2015 : Property Name Location Sale Date Rooms Courtyard Chicago Schaumburg Schaumburg, IL February 23, 2015 162 Courtyard Detroit Pontiac Bloomfield Pontiac, MI February 23, 2015 110 Courtyard Grand Junction Grand Junction, CO February 23, 2015 136 Courtyard Mesquite Mesquite, TX February 23, 2015 101 Courtyard San Antonio Airport Northstar San Antonio, TX February 23, 2015 78 Courtyard Tampa Brandon Tampa, FL February 23, 2015 90 Fairfield Inn & Suites Merrillville Merrillville, IN February 23, 2015 112 Fairfield Inn & Suites San Antonio Airport San Antonio, TX February 23, 2015 120 Fairfield Inn & Suites Tampa Brandon Tampa, FL February 23, 2015 107 Hampton Inn Merrillville Merrillville, IN February 23, 2015 64 Holiday Inn Grand Rapids Airport Kentwood, MI February 23, 2015 148 Homewood Suites Tampa Brandon Tampa, FL February 23, 2015 126 Marriott Auburn Hills Pontiac at Centerpoint Pontiac, MI February 23, 2015 290 Residence Inn Austin Round Rock Round Rock, TX February 23, 2015 96 Residence Inn Chicago Schaumburg Schaumburg, IL February 23, 2015 125 Residence Inn Detroit Pontiac Auburn Hills Pontiac, MI February 23, 2015 114 Residence Inn Grand Junction Grand Junction, CO February 23, 2015 104 Residence Inn Indianapolis Carmel Carmel, IN February 23, 2015 120 Springhill Suites Chicago Schaumburg Schaumburg, IL February 23, 2015 132 Springhill Suites Indianapolis Carmel Carmel, IN February 23, 2015 126 Total 2,461 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility and Term Loans The Company has the following unsecured credit agreements in place: • $300.0 million revolving credit facility with a scheduled maturity date of November 20, 2016 with a one -year extension option if certain conditions are satisfied (the "Revolver"); • $400.0 million term loan with a scheduled maturity date of August 27, 2018 (the "2013 Five -Year Term Loan"); • $400.0 million term loan with a scheduled maturity date of March 20, 2019 (which was originally scheduled to mature in 2017) (the "2012 Five -Year Term Loan"); • $225.0 million term loan with a scheduled maturity date of November 20, 2019 (the "2012 Seven -Year Term Loan"); and • $150.0 million term loan with a scheduled maturity date of January 22, 2022 (the "2014 Seven -Year Term Loan"). The 2012 Five-Year Term Loan, the 2012 Seven-Year Term Loan, the 2013 Five-Year Term Loan and the 2014 Seven-Year Term loan are collectively the "Term Loans". The Revolver and Term Loans are subject to customary financial covenants. As of March 31, 2016 , the Company was in compliance with all financial covenants. As of March 31, 2016 and December 31, 2015 , the details of the credit facilities were as follows (in thousands): Outstanding Borrowings at Interest Rate at March 31, 2016 (1) Maturity Date March 31, 2016 December 31, 2015 Revolver (2) 2.19% November 2016 $ — $ — 2013 Five-Year Term Loan 3.10% August 2018 400,000 400,000 2012 Five-Year Term Loan 2.72% March 2019 400,000 400,000 2012 Seven-Year Term Loan 4.04% November 2019 225,000 225,000 2014 Seven-Year Term Loan 3.43% January 2022 150,000 150,000 1,175,000 1,175,000 Deferred financing costs, net (3) (5,160 ) (5,563 ) Total $ 1,169,840 $ 1,169,437 (1) Interest rate at March 31, 2016 gives effect to interest rate hedges. (2) At March 31, 2016 and December 31, 2015 , there was $300.0 million of borrowing capacity on the Revolver. (3) Excludes $0.6 million and $0.8 million as of March 31, 2016 and December 31, 2015 , respectively, related to deferred financing costs on the revolving credit facility, which is included in prepaid expense and other assets in the accompanying consolidated balance sheets. Mortgage Loans As of March 31, 2016 and December 31, 2015 , the Company was subject to the following mortgage loans (in thousands): Principal balance at Lender Number of Assets Encumbered Interest Rate at March 31, 2016 (1) Maturity Date March 31, 2016 December 31, 2015 Wells Fargo 4 3.99% (2) October 2017 (3) $ 150,000 $ 150,000 Wells Fargo (4) 4 4.04% March 2018 (3) 148,500 149,250 PNC Bank (5) 5 2.54% (2) March 2021 (6) 85,000 74,000 Wells Fargo (7) 1 5.25% June 2022 34,272 34,505 417,772 407,755 Deferred financing costs, net (2,226 ) (1,706 ) Total 14 $ 415,546 $ 406,049 (1) Interest rate at March 31, 2016 gives effect to interest rate hedges. (2) Requires payments of interest only until the commencement of the extension period(s). (3) Maturity date may be extended for four one -year terms at the Company’s option, subject to certain lender requirements. (4) Two of the four hotels encumbered by the Wells Fargo loan are cross-collateralized. (5) The five hotels encumbered by the PNC Bank loan are cross-collateralized. (6) Maturity date may be extended for two one -year terms at the Company’s option, subject to certain lender requirements. (7) Includes $1.2 million at March 31, 2016 and December 31, 2015 related to a fair value adjustment of $1.3 million on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of $0.1 million . Certain mortgage agreements are subject to customary financial covenants. The Company was in compliance with these covenants at March 31, 2016 and December 31, 2015 . Interest Expense For the three months ended March 31, 2016 and 2015 , the components of our interest expense were as follows (in thousands): For the three months ended March 31, 2016 2015 Mortgage indebtedness $ 4,020 $ 5,164 Revolving credit facility and term loans 9,859 7,889 Amortization of deferred financing costs 1,013 1,031 Capitalized interest — (576 ) Total interest expense $ 14,892 $ 13,508 |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging As of March 31, 2016 and December 31, 2015 , the Company had entered into the following interest rate swaps (in thousands): Notional value at Fair value at Hedge type March 31, 2016 December 31, 2015 Interest rate Maturity March 31, 2016 December 31, 2015 Swap-cash flow $ 275,000 $ 275,000 1.12% November 2017 $ (2,277 ) $ (1,014 ) Swap-cash flow 175,000 175,000 1.56% March 2018 (3,158 ) (2,190 ) Swap-cash flow 175,000 175,000 1.64% March 2018 (3,416 ) (2,478 ) Swap-cash flow 16,335 16,418 1.83% September 2018 (449 ) (312 ) Swap-cash flow 16,335 16,418 1.75% September 2018 (418 ) (279 ) Swap-cash flow 40,095 40,298 1.83% September 2018 (1,101 ) (765 ) Swap-cash flow 41,085 41,292 1.75% September 2018 (1,052 ) (701 ) Swap-cash flow 17,820 17,910 1.83% September 2018 (489 ) (340 ) Swap-cash flow 16,830 16,915 1.75% September 2018 (431 ) (287 ) Swap-cash flow 125,000 125,000 2.02% March 2019 (4,650 ) (3,186 ) Swap-cash flow 100,000 100,000 1.94% March 2019 (3,496 ) (2,308 ) Swap-cash flow 125,000 125,000 1.27% March 2019 (1,828 ) (115 ) Swap-cash flow (1) 100,000 100,000 1.96% March 2019 (1,282 ) (321 ) Swap-cash flow (1) 50,000 50,000 1.85% March 2019 (567 ) (87 ) Swap-cash flow (1) 50,000 50,000 1.81% March 2019 (541 ) (62 ) Swap-cash flow (1) 25,000 25,000 1.74% March 2019 (249 ) (9 ) Swap-cash flow (2) 33,000 33,000 1.80% September 2020 (318 ) 98 Swap-cash flow (2) 82,000 82,000 1.80% September 2020 (789 ) 245 Swap-cash flow (2) 35,000 35,000 1.80% September 2020 (337 ) 104 Swap-cash flow 143,000 143,000 1.81% October 2020 (5,503 ) (2,196 ) Swap-cash flow 50,000 50,000 1.61% June 2021 (1,465 ) (97 ) Swap-cash flow 50,000 50,000 1.56% June 2021 (1,313 ) 59 Swap-cash flow 50,000 50,000 1.71% June 2021 (1,721 ) (361 ) $ 1,791,500 $ 1,792,251 $ (36,850 ) $ (16,602 ) (1) Effective between the maturity of the existing swap in November 2017 and the maturity of the debt in March 2019. (2) Effective between the maturity of the existing swaps in September 2018 and September 2020. At March 31, 2016 and December 31, 2015 , the aggregate fair value of the interest rate swap liabilities of $36.9 million and $17.1 million , respectively, was included in accounts payable and other liabilities in the accompanying consolidated balance sheets. At December 31, 2015 , the aggregate fair value of the interest rate swap assets of $0.5 million , respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. As of March 31, 2016 and December 31, 2015 , there was approximately $36.9 million and $16.6 million , respectively, in unrealized losses included in accumulated other comprehensive loss related to interest rate hedges that are effective in offsetting the variable cash flows. There was no ineffectiveness recorded on the designated hedges during the three months ended March 31, 2016 and 2015 . For the three months ended March 31, 2016 and 2015 , approximately $4.2 million and $4.1 million , respectively, of amounts included in accumulated other comprehensive loss were reclassified into interest expense. Approximately $14.7 million of the net unrealized losses included in accumulated other comprehensive loss at March 31, 2016 is expected to be reclassified into interest expense within the next 12 months. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair Value Measurement Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The fair value hierarchy has three levels of inputs, both observable and unobservable: • Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities. • Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. • Level 3 — Inputs are unobservable and corroborated by little or no market data. Fair Value of Financial Instruments The Company used the following market assumptions and/or estimation methods: • Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities. • Variable rate mortgage loans and borrowings under the Revolver and Term Loans — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value as they bear interest at market rates. The Company determined that its variable rate mortgage loans and borrowings under the Revolver and Term Loans are classified in Level 3 of the fair value hierarchy. • Fixed rate mortgage loans — The estimated fair value of the fixed rate mortgage loans was $34.0 million and $34.7 million at March 31, 2016 and December 31, 2015 , respectively. The fair value was calculated based on the net present value of the payments over the term of the loans using estimated market rates for similar mortgage loans with similar terms and loan-to-value ratios. As a result, the Company determined that its fixed rate mortgage loans in their entirety are classified in Level 3 of the fair value hierarchy. The carrying value of the fixed rate mortgage loans was $34.3 million and $34.5 million at March 31, 2016 and December 31, 2015 , respectively. Recurring Fair Value Measurements The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2016 (in thousands): Fair Value at March 31, 2016 Level 1 Level 2 Level 3 Total Interest rate swap liability $ — $ (36,850 ) $ — $ (36,850 ) Total $ — $ (36,850 ) $ — $ (36,850 ) The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 (in thousands): Fair Value at December 31, 2015 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 506 $ — $ 506 Interest rate swap liability $ — $ (17,108 ) $ — $ (17,108 ) Total $ — $ (16,602 ) $ — $ (16,602 ) The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The Company determined that the significant inputs, such as interest yield curves and discount rates, used to value its derivatives fall within Level 2 of the fair value hierarchy and that the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2016 , the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, as amended, commencing with the taxable year ended December 31, 2011. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its REIT taxable income to its shareholders, subject to certain adjustments and excluding any net capital gain. The Company’s intention is to adhere to these requirements and maintain the qualification for taxation as a REIT. As a REIT, the Company is not subject to federal corporate income tax on that portion of net income that is distributed to its shareholders. However, the Company’s taxable REIT subsidiaries ("TRS") will generally be subject to federal, state, and local income taxes at the applicable rates. The Company accounts for deferred income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. The Company had no accruals for tax uncertainties as of March 31, 2016 and December 31, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash Reserves The Company is obligated to maintain cash reserve funds for future capital expenditures at the hotels (including the periodic replacement or refurbishment of furniture, fixtures and equipment ("FF&E")) as determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents. The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 3.0% to 5.0% of the individual hotel’s revenues and maintain the reserves in restricted cash reserve escrows. Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of March 31, 2016 and December 31, 2015 , approximately $54.5 million and $55.5 million , respectively, was available in restricted cash reserves for future capital expenditures, real estate taxes and insurance. Litigation Neither the Company nor any of its subsidiaries are currently involved in any regulatory or legal proceedings that management believes will have a material adverse effect on the financial position, results of operations or cash flows of the Company. Management Agreements As of March 31, 2016 , 125 of the Company's hotel properties were operated pursuant to long-term management agreements with initial terms ranging from 3 to 25 years. This number includes five and ten hotels that receive the benefits of a franchise agreement pursuant to management agreements with Marriott and Hyatt, respectively. Each management company receives a base management fee generally between 3.0% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee generally equal to 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations. For the three months ended March 31, 2016 and 2015 , the Company incurred management fee expense, including amortization of deferred management fees, of approximately $11.1 million and $10.9 million , respectively. Franchise Agreements As of March 31, 2016 , 110 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from 10 to 30 years. This number excludes five and ten hotels that receive the benefits of a franchise agreement pursuant to management agreements with Marriott and Hyatt, respectively. Franchise agreements allow the properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee, generally between 4.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs generally between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee generally between 1.0% and 3.0% of food and beverage revenues. Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations. For the three months ended March 31, 2016 and 2015 , the Company incurred franchise fee expense of approximately $17.4 million and $17.1 million , respectively. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | Equity In 2015, the Company's board of trustees authorized a share repurchase program to acquire up to $400.0 million of the Company's common shares through December 31, 2016. During the three months ended March 31, 2016 , the Company repurchased and retired 510,498 of its common shares for approximately $11.3 million . As of March 31, 2016 , the share repurchase program had a remaining capacity of $163.5 million . The Company consolidates its Operating Partnership, a majority-owned limited partnership that has a noncontrolling interest. The outstanding units held by the limited partners are redeemable for cash, or at the option of the Company, for a like number of common shares of beneficial interest of the Company. During the three months ended March 31, 2016 , the Company issued 335,250 common shares of beneficial interest in exchange for redeemed units. After the redemption, 558,750 operating partnership units remain outstanding. |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Equity Incentive Plan The Company may issue equity-based awards to officers, employees, non-employee trustees and other eligible persons under the RLJ Lodging Trust 2015 Equity Incentive Plan (the "2015 Plan"). The 2015 Plan provides for a maximum of 7,500,000 common shares of beneficial interest to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards. Share Awards From time to time, the Company may award unvested restricted shares under the 2015 Plan as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures. Non-employee trustees may also elect to receive unrestricted shares under the 2015 Plan as compensation that would otherwise be paid in cash. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date. A summary of the unvested restricted shares as of March 31, 2016 is as follows: 2016 Number of Weighted-Average Unvested at January 1, 540,885 $ 26.73 Granted (1) 380,014 19.61 Vested (1) (88,211 ) 23.39 Forfeited (263 ) 30.91 Unvested at March 31, 832,425 $ 23.83 (1) Includes 1,447 unrestricted shares that were issued in lieu of cash compensation to non-employee trustees at a weighted-average grant date fair value of $22.88 . For the three months ended March 31, 2016 and 2015 , the Company recognized approximately $2.1 million and $2.9 million , respectively, of share-based compensation expense related to restricted share awards. As of March 31, 2016 , there was $18.8 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of 2.9 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the three months ended March 31, 2016 was approximately $1.8 million . Performance Units In July 2012, the Company awarded performance units to certain employees. The performance units vested over a four -year period, including three years of performance-based vesting (the "measurement period") plus an additional one year of time-based vesting. In July 2015, following the end of the measurement period, the Company issued 838,934 restricted shares upon conversion of the performance units. Half of the restricted shares vested immediately with the remaining half vesting in July 2016. As of March 31, 2016 , there were 419,467 unvested restricted shares related to the conversion of the performance units. For the three months ended March 31, 2016 and 2015 , the Company recognized $0.5 million and $1.1 million , respectively, of share-based compensation expense related to the performance unit awards. As of March 31, 2016 , there was $0.6 million of total unrecognized compensation cost related to the performance unit awards. As of March 31, 2016 , there were 3,742,666 common shares available for future grant under the 2015 Plan. |
Earnings per Common Share
Earnings per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Earnings per Common Share Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to participating shares, they would be deducted from net income attributable to common shareholders used in the basic and diluted earnings per share calculations. For the three months ended March 31, 2016 , there were no undistributed earnings allocated to participating shares because the Company paid dividends in excess of net income. For the three months ended March 31, 2015 , approximately $27,000 represented the undistributed earnings that were allocable to participating shares. The limited partners’ outstanding limited partnership units in the Operating Partnership (which may be redeemed for common shares of beneficial interest under certain circumstances) have been excluded from the diluted earnings per share calculation as there was no effect on the amounts for the three months ended March 31, 2016 and 2015 , since the limited partners’ share of income would also be added back to net income attributable to common shareholders. The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data): For the three months ended March 31, 2016 2015 Numerator: Net income attributable to common shareholders $ 25,298 $ 47,850 Less: Dividends paid on unvested restricted shares (413 ) (279 ) Less: Undistributed earnings attributable to unvested restricted shares — (27 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 24,885 $ 47,544 Denominator: Weighted-average number of common shares - basic 123,739,823 131,272,611 Unvested restricted shares 402,001 281,980 Unvested performance units — 731,951 Weighted-average number of common shares - diluted 124,141,824 132,286,542 Net income per share attributable to common shareholders - basic $ 0.20 $ 0.36 Net income per share attributable to common shareholders - diluted $ 0.20 $ 0.36 |
Supplemental Information to Sta
Supplemental Information to Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Information to Statements of Cash Flows | Supplemental Information to Statements of Cash Flows (in thousands) For the three months ended March 31, 2016 2015 Interest paid, net of capitalized interest $ 13,890 $ 12,505 Income taxes paid $ 271 $ 72 Supplemental investing and financing transactions In conjunction with the sale of hotel properties, the Company recorded the following: Sale of hotel properties $ 2,850 $ 230,300 Transaction costs (104 ) (8,473 ) Operating prorations (99 ) 3,766 Proceeds from the sale of hotel properties, net $ 2,647 $ 225,593 Supplemental non-cash transactions Accrued capital expenditures $ 785 $ 2,063 Redemption of Operating Partnership units $ 4,325 $ — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 22, 2016, the Company amended and restated the Revolver and the 2013 Five-Year Term Loan. Among other things, the amendments increased the capacity of the Revolver to $400.0 million , extended the maturity of the Revolver to 2020, and extended the maturity of the 2013 Five-Year Term Loan to 2021. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly present the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2015 , included in the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2016. The consolidated financial statements include all subsidiaries controlled by the Company. For the controlled subsidiaries that are not wholly-owned, the noncontrolling interests in these subsidiaries are presented separately in the consolidated financial statements. In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The new guidance modifies the analysis an entity must perform to determine whether it should consolidate certain legal entities. The Company adopted the new guidance on January 1, 2016 and the adoption did not have an impact on the Company’s consolidated financial statements as there were no changes to the subsidiaries consolidated by the Company. Upon adopting the new guidance, the Operating Partnership and certain subsidiaries of the Operating Partnership became variable interest entities. The Company continues to consolidate the Operating Partnership and the Operating Partnership continues to consolidate the other subsidiary variable interest entities. Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through, the Operating Partnership. |
Reclassifications | Reclassifications Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net income, shareholders’ equity or cash flows. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are the costs incurred to obtain long-term financing. The deferred financing costs are recorded at cost and are amortized using the straight-line method, which approximates the effective interest method, over the respective term of the financing agreement and are included as a component of interest expense. The Company expenses unamortized deferred financing costs when the associated financing agreement is refinanced or repaid before maturity unless certain criteria are met that would allow for the carryover of such costs to the refinanced agreement. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This guidance requires an entity to present the debt issuance costs in the balance sheet as a direct deduction from the carrying amount of that debt liability, rather than as an asset. In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . This guidance allows the debt issuance costs on line-of-credit arrangements to be presented in the balance sheet as an asset and amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted both ASU 2015-03 and ASU 2015-15 during the quarter ended March 31, 2016. The adoption of this guidance changed the balance sheet classification of the Company's deferred financing costs but it did not otherwise affect the consolidated financial statements. Upon adoption of the new guidance, the Company reclassified deferred financing costs of $8.0 million and $8.1 million in the consolidated balance sheets as of March 31, 2016 and December 31, 2015 , respectively. The carrying amount of debt as of March 31, 2016 and December 31, 2015 , is presented net of deferred financing costs of $7.4 million and $7.3 million , respectively. The carrying amount of prepaid expense and other assets as of March 31, 2016 and December 31, 2015 includes deferred financing costs of $0.6 million and $0.8 million , respectively, related to the revolving credit facility. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes or replaces nearly all GAAP revenue recognition guidance. The new guidance establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and expands disclosures about revenue. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating whether this ASU will have a material impact on its financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This guidance will require lessees to recognize a right-of-use asset and a lease liability for most of their leases on the balance sheet, and an entity will need to classify its leases as either an operating or finance lease in order to determine the income statement presentation. Lessors will classify their leases as either operating, direct financing, or sales-type leases, and leveraged leases have been eliminated in the new guidance. The guidance is effective for annual reporting periods beginning after December 15, 2018, and the interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating whether this ASU will have a material impact on its financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which amends ASC Topic 718, Compensation - Stock Compensation. ASU 2016-09 includes provisions that are intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company early adopted this guidance for the quarterly period ended March 31, 2016, and the adoption had no effect on its financial position, results of operations or cash flows. |
Management Agreements | Management Agreements As of March 31, 2016 , 125 of the Company's hotel properties were operated pursuant to long-term management agreements with initial terms ranging from 3 to 25 years. This number includes five and ten hotels that receive the benefits of a franchise agreement pursuant to management agreements with Marriott and Hyatt, respectively. Each management company receives a base management fee generally between 3.0% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee generally equal to 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations. |
Franchise Agreements | Franchise Agreements As of March 31, 2016 , 110 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from 10 to 30 years. This number excludes five and ten hotels that receive the benefits of a franchise agreement pursuant to management agreements with Marriott and Hyatt, respectively. Franchise agreements allow the properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee, generally between 4.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs generally between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee generally between 1.0% and 3.0% of food and beverage revenues. Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations. |
Share Awards | Share Awards From time to time, the Company may award unvested restricted shares under the 2015 Plan as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures. Non-employee trustees may also elect to receive unrestricted shares under the 2015 Plan as compensation that would otherwise be paid in cash. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date. |
Earnings Per Share | Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to participating shares, they would be deducted from net income attributable to common shareholders used in the basic and diluted earnings per share calculations. |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investment in hotel properties | Investment in hotel properties consisted of the following (in thousands): March 31, 2016 December 31, 2015 Land and improvements $ 736,341 $ 736,709 Buildings and improvements 3,205,990 3,205,704 Furniture, fixtures and equipment 577,751 571,118 Intangible assets 2,507 2,507 4,522,589 4,516,038 Accumulated depreciation and amortization (879,383 ) (841,039 ) Investment in hotel properties, net $ 3,643,206 $ 3,674,999 |
Sale of Hotel Properties (Table
Sale of Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of property disposed during period | The following table provides a list of the hotel properties that were sold during the three months ended March 31, 2015 : Property Name Location Sale Date Rooms Courtyard Chicago Schaumburg Schaumburg, IL February 23, 2015 162 Courtyard Detroit Pontiac Bloomfield Pontiac, MI February 23, 2015 110 Courtyard Grand Junction Grand Junction, CO February 23, 2015 136 Courtyard Mesquite Mesquite, TX February 23, 2015 101 Courtyard San Antonio Airport Northstar San Antonio, TX February 23, 2015 78 Courtyard Tampa Brandon Tampa, FL February 23, 2015 90 Fairfield Inn & Suites Merrillville Merrillville, IN February 23, 2015 112 Fairfield Inn & Suites San Antonio Airport San Antonio, TX February 23, 2015 120 Fairfield Inn & Suites Tampa Brandon Tampa, FL February 23, 2015 107 Hampton Inn Merrillville Merrillville, IN February 23, 2015 64 Holiday Inn Grand Rapids Airport Kentwood, MI February 23, 2015 148 Homewood Suites Tampa Brandon Tampa, FL February 23, 2015 126 Marriott Auburn Hills Pontiac at Centerpoint Pontiac, MI February 23, 2015 290 Residence Inn Austin Round Rock Round Rock, TX February 23, 2015 96 Residence Inn Chicago Schaumburg Schaumburg, IL February 23, 2015 125 Residence Inn Detroit Pontiac Auburn Hills Pontiac, MI February 23, 2015 114 Residence Inn Grand Junction Grand Junction, CO February 23, 2015 104 Residence Inn Indianapolis Carmel Carmel, IN February 23, 2015 120 Springhill Suites Chicago Schaumburg Schaumburg, IL February 23, 2015 132 Springhill Suites Indianapolis Carmel Carmel, IN February 23, 2015 126 Total 2,461 The following table discloses the hotel property that was sold during the three months ended March 31, 2016 : Property Name Location Sale Date Rooms Holiday Inn Express Merrillville Merrillville, IN February 22, 2016 62 Total 62 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Revolver and Term Loans | As of March 31, 2016 and December 31, 2015 , the details of the credit facilities were as follows (in thousands): Outstanding Borrowings at Interest Rate at March 31, 2016 (1) Maturity Date March 31, 2016 December 31, 2015 Revolver (2) 2.19% November 2016 $ — $ — 2013 Five-Year Term Loan 3.10% August 2018 400,000 400,000 2012 Five-Year Term Loan 2.72% March 2019 400,000 400,000 2012 Seven-Year Term Loan 4.04% November 2019 225,000 225,000 2014 Seven-Year Term Loan 3.43% January 2022 150,000 150,000 1,175,000 1,175,000 Deferred financing costs, net (3) (5,160 ) (5,563 ) Total $ 1,169,840 $ 1,169,437 (1) Interest rate at March 31, 2016 gives effect to interest rate hedges. (2) At March 31, 2016 and December 31, 2015 , there was $300.0 million of borrowing capacity on the Revolver. (3) Excludes $0.6 million and $0.8 million as of March 31, 2016 and December 31, 2015 , respectively, related to deferred financing costs on the revolving credit facility, which is included in prepaid expense and other assets in the accompanying consolidated balance sheets. |
Schedule of mortgage loans | As of March 31, 2016 and December 31, 2015 , the Company was subject to the following mortgage loans (in thousands): Principal balance at Lender Number of Assets Encumbered Interest Rate at March 31, 2016 (1) Maturity Date March 31, 2016 December 31, 2015 Wells Fargo 4 3.99% (2) October 2017 (3) $ 150,000 $ 150,000 Wells Fargo (4) 4 4.04% March 2018 (3) 148,500 149,250 PNC Bank (5) 5 2.54% (2) March 2021 (6) 85,000 74,000 Wells Fargo (7) 1 5.25% June 2022 34,272 34,505 417,772 407,755 Deferred financing costs, net (2,226 ) (1,706 ) Total 14 $ 415,546 $ 406,049 (1) Interest rate at March 31, 2016 gives effect to interest rate hedges. (2) Requires payments of interest only until the commencement of the extension period(s). (3) Maturity date may be extended for four one -year terms at the Company’s option, subject to certain lender requirements. (4) Two of the four hotels encumbered by the Wells Fargo loan are cross-collateralized. (5) The five hotels encumbered by the PNC Bank loan are cross-collateralized. (6) Maturity date may be extended for two one -year terms at the Company’s option, subject to certain lender requirements. (7) Includes $1.2 million at March 31, 2016 and December 31, 2015 related to a fair value adjustment of $1.3 million on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of $0.1 million . |
Interest Expense Components | For the three months ended March 31, 2016 and 2015 , the components of our interest expense were as follows (in thousands): For the three months ended March 31, 2016 2015 Mortgage indebtedness $ 4,020 $ 5,164 Revolving credit facility and term loans 9,859 7,889 Amortization of deferred financing costs 1,013 1,031 Capitalized interest — (576 ) Total interest expense $ 14,892 $ 13,508 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate swaps and caps | As of March 31, 2016 and December 31, 2015 , the Company had entered into the following interest rate swaps (in thousands): Notional value at Fair value at Hedge type March 31, 2016 December 31, 2015 Interest rate Maturity March 31, 2016 December 31, 2015 Swap-cash flow $ 275,000 $ 275,000 1.12% November 2017 $ (2,277 ) $ (1,014 ) Swap-cash flow 175,000 175,000 1.56% March 2018 (3,158 ) (2,190 ) Swap-cash flow 175,000 175,000 1.64% March 2018 (3,416 ) (2,478 ) Swap-cash flow 16,335 16,418 1.83% September 2018 (449 ) (312 ) Swap-cash flow 16,335 16,418 1.75% September 2018 (418 ) (279 ) Swap-cash flow 40,095 40,298 1.83% September 2018 (1,101 ) (765 ) Swap-cash flow 41,085 41,292 1.75% September 2018 (1,052 ) (701 ) Swap-cash flow 17,820 17,910 1.83% September 2018 (489 ) (340 ) Swap-cash flow 16,830 16,915 1.75% September 2018 (431 ) (287 ) Swap-cash flow 125,000 125,000 2.02% March 2019 (4,650 ) (3,186 ) Swap-cash flow 100,000 100,000 1.94% March 2019 (3,496 ) (2,308 ) Swap-cash flow 125,000 125,000 1.27% March 2019 (1,828 ) (115 ) Swap-cash flow (1) 100,000 100,000 1.96% March 2019 (1,282 ) (321 ) Swap-cash flow (1) 50,000 50,000 1.85% March 2019 (567 ) (87 ) Swap-cash flow (1) 50,000 50,000 1.81% March 2019 (541 ) (62 ) Swap-cash flow (1) 25,000 25,000 1.74% March 2019 (249 ) (9 ) Swap-cash flow (2) 33,000 33,000 1.80% September 2020 (318 ) 98 Swap-cash flow (2) 82,000 82,000 1.80% September 2020 (789 ) 245 Swap-cash flow (2) 35,000 35,000 1.80% September 2020 (337 ) 104 Swap-cash flow 143,000 143,000 1.81% October 2020 (5,503 ) (2,196 ) Swap-cash flow 50,000 50,000 1.61% June 2021 (1,465 ) (97 ) Swap-cash flow 50,000 50,000 1.56% June 2021 (1,313 ) 59 Swap-cash flow 50,000 50,000 1.71% June 2021 (1,721 ) (361 ) $ 1,791,500 $ 1,792,251 $ (36,850 ) $ (16,602 ) (1) Effective between the maturity of the existing swap in November 2017 and the maturity of the debt in March 2019. (2) Effective between the maturity of the existing swaps in September 2018 and September 2020. |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis | The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2016 (in thousands): Fair Value at March 31, 2016 Level 1 Level 2 Level 3 Total Interest rate swap liability $ — $ (36,850 ) $ — $ (36,850 ) Total $ — $ (36,850 ) $ — $ (36,850 ) The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 (in thousands): Fair Value at December 31, 2015 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 506 $ — $ 506 Interest rate swap liability $ — $ (17,108 ) $ — $ (17,108 ) Total $ — $ (16,602 ) $ — $ (16,602 ) |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restricted share awards | |
Equity Incentive Plan | |
Summary of the unvested restricted shares | A summary of the unvested restricted shares as of March 31, 2016 is as follows: 2016 Number of Weighted-Average Unvested at January 1, 540,885 $ 26.73 Granted (1) 380,014 19.61 Vested (1) (88,211 ) 23.39 Forfeited (263 ) 30.91 Unvested at March 31, 832,425 $ 23.83 (1) Includes 1,447 unrestricted shares that were issued in lieu of cash compensation to non-employee trustees at a weighted-average grant date fair value of $22.88 . |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings per common share | The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data): For the three months ended March 31, 2016 2015 Numerator: Net income attributable to common shareholders $ 25,298 $ 47,850 Less: Dividends paid on unvested restricted shares (413 ) (279 ) Less: Undistributed earnings attributable to unvested restricted shares — (27 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 24,885 $ 47,544 Denominator: Weighted-average number of common shares - basic 123,739,823 131,272,611 Unvested restricted shares 402,001 281,980 Unvested performance units — 731,951 Weighted-average number of common shares - diluted 124,141,824 132,286,542 Net income per share attributable to common shareholders - basic $ 0.20 $ 0.36 Net income per share attributable to common shareholders - diluted $ 0.20 $ 0.36 |
Supplemental Information to S29
Supplemental Information to Statements of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental information to statements of cash flows | For the three months ended March 31, 2016 2015 Interest paid, net of capitalized interest $ 13,890 $ 12,505 Income taxes paid $ 271 $ 72 Supplemental investing and financing transactions In conjunction with the sale of hotel properties, the Company recorded the following: Sale of hotel properties $ 2,850 $ 230,300 Transaction costs (104 ) (8,473 ) Operating prorations (99 ) 3,766 Proceeds from the sale of hotel properties, net $ 2,647 $ 225,593 Supplemental non-cash transactions Accrued capital expenditures $ 785 $ 2,063 Redemption of Operating Partnership units $ 4,325 $ — |
Organization (Details)
Organization (Details) | 3 Months Ended |
Mar. 31, 2016propertyloanstateroomshares | |
Sale of Stock | |
OP units outstanding (in units) | shares | 125,366,530 |
Ownership interest in OP units through a combination of direct and indirect interests (as a percent) | 99.60% |
Number of properties owned | property | 125 |
Number of hotel rooms owned | room | 20,800 |
Number of states in which hotels owned by the entity are located | state | 21 |
Number of mortgage loans owned | loan | 1 |
Ownership interest in assets (as a percent) | 100.00% |
Doubletree Metropolitan Hotel New York City | |
Sale of Stock | |
Ownership interest in assets (as a percent) | 98.30% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) - Accounting Standards Update 2015-03 [Member] - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies | ||
Deferred financing costs | $ 8 | $ 8.1 |
Debt [Member] | ||
Summary of Significant Accounting Policies | ||
Deferred financing costs | 7.4 | 7.3 |
Prepaid Expenses and Other Current Assets [Member] | ||
Summary of Significant Accounting Policies | ||
Deferred financing costs | $ 0.6 | $ 0.8 |
Investment in Hotel Propertie32
Investment in Hotel Properties (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Land and improvements | $ 736,341,000 | $ 736,709,000 | |
Buildings and improvements | 3,205,990,000 | 3,205,704,000 | |
Furniture, fixtures and equipment | 577,751,000 | 571,118,000 | |
Intangible assets | 2,507,000 | 2,507,000 | |
Total | 4,522,589,000 | 4,516,038,000 | |
Accumulated depreciation and amortization | (879,383,000) | (841,039,000) | |
Investment in hotel and other properties, net | 3,643,206,000 | $ 3,674,999,000 | |
Depreciation and amortization expense related to investment in hotel and other properties, excluding discontinued operations | 40,700,000 | $ 37,100,000 | |
Impairment loss | $ 0 | $ 0 |
Sale of Hotel Properties (Narra
Sale of Hotel Properties (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)property | Mar. 31, 2015USD ($)property | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Hotel properties disposed, Number | property | 1 | 20 |
Disposal of hotel properties | $ 2,850 | $ 230,300 |
(Loss) gain on sale of hotel properties | $ (172) | $ 22,298 |
Sale of Hotel Properties (Sched
Sale of Hotel Properties (Schedule of Properties Disposed) (Details) - room | Mar. 31, 2016 | Feb. 22, 2016 | Mar. 31, 2015 | Feb. 23, 2015 |
2016 Disposals | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 62 | |||
Holiday Inn Express Merrillville | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 62 | |||
2015 Disposals | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 2,461 | |||
Courtyard Chicago Schaumburg | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 162 | |||
Courtyard Detroit Pontiac Bloomfield | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 110 | |||
Courtyard Grand Junction | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 136 | |||
Courtyard Mesquite | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 101 | |||
Courtyard San Antonio Airport Northstar | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 78 | |||
Courtyard Tampa Brandon | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 90 | |||
Fairfield Inn & Suites Merrillville | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 112 | |||
Fairfield Inn & Suites San Antonio Airport | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 120 | |||
Fairfield Inn & Suites Tampa Brandon | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 107 | |||
Hampton Inn Merrillville | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 64 | |||
Holiday Inn Grand Rapids Airport | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 148 | |||
Homewood Suites Tampa Brandon | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 126 | |||
Marriott Auburn Hills Pontiac at Centerpoint | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 290 | |||
Residence Inn Austin Round Rock | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 96 | |||
Residence Inn Chicago Schaumburg | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 125 | |||
Residence Inn Detroit Pontiac Auburn Hills | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 114 | |||
Residence Inn Grand Junction | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 104 | |||
Residence Inn Indianapolis Carmel | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 120 | |||
Springhill Suites Chicago Schaumburg | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 132 | |||
Springhill Suites Indianapolis Carmel | ||||
Discontinued operations | ||||
Property disposed, number of rooms | 126 |
Debt (Credit Facilities) (Detai
Debt (Credit Facilities) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt | ||
Outstanding Borrowings | $ 1,169,840,000 | $ 1,169,437,000 |
Long-term Debt, Gross | 1,175,000,000 | 1,175,000,000 |
Unamortized debt issuance costs on term loans | (5,160,000) | (5,563,000) |
Revolving Credit Facility | ||
Debt | ||
Maximum borrowing capacity | $ 300,000,000 | |
Additional maturity term | 1 year | |
Outstanding Borrowings | $ 0 | 0 |
Interest Rate | 2.19% | |
Remaining Borrowing Capacity | $ 300,000,000 | 300,000,000 |
2013 Five-Year Term Loan | ||
Debt | ||
Maximum borrowing capacity | $ 400,000,000 | |
Maturity term | 5 years | |
Outstanding Borrowings | $ 400,000,000 | 400,000,000 |
Interest Rate | 3.10% | |
2012 Five-Year Term Loan | ||
Debt | ||
Maximum borrowing capacity | $ 400,000,000 | |
Maturity term | 5 years | |
Outstanding Borrowings | $ 400,000,000 | 400,000,000 |
Interest Rate | 2.72% | |
2012 Seven-Year Term Loan | ||
Debt | ||
Maximum borrowing capacity | $ 225,000,000 | |
Maturity term | 7 years | |
Outstanding Borrowings | $ 225,000,000 | 225,000,000 |
Interest Rate | 4.04% | |
2014 Seven-Year Term Loan | ||
Debt | ||
Maximum borrowing capacity | $ 150,000,000 | |
Maturity term | 7 years | |
Outstanding Borrowings | $ 150,000,000 | $ 150,000,000 |
Interest Rate | 3.43% |
Debt (Mortgage Loans) (Details)
Debt (Mortgage Loans) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)termhotelextensionasset | Dec. 31, 2015USD ($) | |
Debt | ||
Principal balance | $ 415,546 | $ 406,049 |
Secured Debt, Gross | 417,772 | 407,755 |
Unamortized debt issuance costs on mortgage loans | $ (2,226) | (1,706) |
Secured Debt | ||
Debt | ||
Number of Assets Encumbered | asset | 14 | |
Principal balance | $ 415,546 | 406,049 |
Secured Debt | PNC Bank | ||
Debt | ||
Number of Assets Encumbered | asset | 5 | |
Interest Rate | 2.54% | |
Principal balance | $ 85,000 | 74,000 |
Number of hotels encumbered by loans that are cross-collateralized | hotel | 5 | |
Additional maturity term | 1 year | |
Number of additional maturity terms | term | 2 | |
Secured Debt | Wells Fargo 1 | ||
Debt | ||
Number of Assets Encumbered | asset | 4 | |
Interest Rate | 4.04% | |
Principal balance | $ 148,500 | 149,250 |
Number of hotels encumbered by loans that are cross-collateralized | hotel | 2 | |
Additional maturity term | 1 year | |
Number of additional maturity terms | term | 4 | |
Secured Debt | Wells Fargo 2 | ||
Debt | ||
Number of Assets Encumbered | asset | 4 | |
Interest Rate | 3.99% | |
Principal balance | $ 150,000 | 150,000 |
Additional maturity term | 1 year | |
Number of additional maturity terms | extension | 4 | |
Secured Debt | Wells Fargo 3 | ||
Debt | ||
Number of Assets Encumbered | asset | 1 | |
Interest Rate | 5.25% | |
Principal balance | $ 34,272 | $ 34,505 |
Debt Instrument, Fair Value Adjustment, Net | 1,200 | |
Debt Instrument, Fair Value Adjustment, Gross | 1,300 | |
Debt Instrument, Fair Value Adjustment, Accumulated Amortization | $ (100) |
Debt (Components of Interest Ex
Debt (Components of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt | ||
Amortization of deferred financing costs | $ 1,013 | $ 1,031 |
Interest Costs Capitalized | 0 | (576) |
Total Interest Expense | 14,892 | 13,508 |
Secured Debt | ||
Debt | ||
Interest expense | 4,020 | 5,164 |
Revolving credit facility and term loans | ||
Debt | ||
Interest expense | $ 9,859 | $ 7,889 |
Derivatives and Hedging (Detail
Derivatives and Hedging (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Interest Rate Derivatives | |||
Notional value | $ 1,791,500,000 | $ 1,792,251,000 | |
Unrealized gains (losses) included in accumulated other comprehensive loss | (36,900,000) | (16,600,000) | |
Amount of ineffectiveness on hedges | 0 | $ 0 | |
Net unrealized losses in accumulated other comprehensive loss expected to be reclassified into interest expense within the next 12 months | 14,700,000 | ||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 36,850,000 | 16,602,000 | |
Designated as Hedging Instrument | Swap-cash flow, hedge type one | |||
Derivatives and Hedging | |||
Interest rate swap liability | (2,277,000) | (1,014,000) | |
Interest Rate Derivatives | |||
Notional value | $ 275,000,000 | 275,000,000 | |
Interest rate | 1.1175% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type two | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (3,158,000) | (2,190,000) | |
Interest Rate Derivatives | |||
Notional value | $ 175,000,000 | 175,000,000 | |
Interest rate | 1.5625% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type three | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (3,416,000) | (2,478,000) | |
Interest Rate Derivatives | |||
Notional value | $ 175,000,000 | 175,000,000 | |
Interest rate | 1.635% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type four | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (449,000) | (312,000) | |
Interest Rate Derivatives | |||
Notional value | $ 16,335,000 | 16,418,000 | |
Interest rate | 1.825% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type five | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (418,000) | (279,000) | |
Interest Rate Derivatives | |||
Notional value | $ 16,335,000 | 16,418,000 | |
Interest rate | 1.751% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type six | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (1,101,000) | (765,000) | |
Interest Rate Derivatives | |||
Notional value | $ 40,095,000 | 40,298,000 | |
Interest rate | 1.825% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type seven | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (1,052,000) | (701,000) | |
Interest Rate Derivatives | |||
Notional value | $ 41,085,000 | 41,292,000 | |
Interest rate | 1.751% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type eight | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (489,000) | (340,000) | |
Interest Rate Derivatives | |||
Notional value | $ 17,820,000 | 17,910,000 | |
Interest rate | 1.825% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type nine | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (431,000) | (287,000) | |
Interest Rate Derivatives | |||
Notional value | $ 16,830,000 | 16,915,000 | |
Interest rate | 1.751% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type ten | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (4,650,000) | (3,186,000) | |
Interest Rate Derivatives | |||
Notional value | $ 125,000,000 | 125,000,000 | |
Interest rate | 2.018% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type eleven | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (3,496,000) | (2,308,000) | |
Interest Rate Derivatives | |||
Notional value | $ 100,000,000 | 100,000,000 | |
Interest rate | 1.944% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twelve | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (1,828,000) | (115,000) | |
Interest Rate Derivatives | |||
Notional value | $ 125,000,000 | 125,000,000 | |
Interest rate | 1.27% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type thirteen | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (1,282,000) | (321,000) | |
Interest Rate Derivatives | |||
Notional value | $ 100,000,000 | 100,000,000 | |
Interest rate | 1.9615% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type fourteen | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (567,000) | (87,000) | |
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.85% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type fifteen | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (541,000) | (62,000) | |
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.8115% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type sixteen | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (249,000) | (9,000) | |
Interest Rate Derivatives | |||
Notional value | $ 25,000,000 | 25,000,000 | |
Interest rate | 1.7445% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type seventeen | |||
Derivatives and Hedging | |||
Interest rate swap asset | 98,000 | ||
Interest rate swap liability | $ (318,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 33,000,000 | 33,000,000 | |
Interest rate | 1.80% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type eighteen | |||
Derivatives and Hedging | |||
Interest rate swap asset | 245,000 | ||
Interest rate swap liability | $ (789,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 82,000,000 | 82,000,000 | |
Interest rate | 1.80% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type nineteen | |||
Derivatives and Hedging | |||
Interest rate swap asset | 104,000 | ||
Interest rate swap liability | $ (337,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 35,000,000 | 35,000,000 | |
Interest rate | 1.80% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (5,503,000) | (2,196,000) | |
Interest Rate Derivatives | |||
Notional value | $ 143,000,000 | 143,000,000 | |
Interest rate | 1.81% | ||
Designated as Hedging Instrument | Interest Rate, Swap Hedge, Type Twenty-One [Member] | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (1,465,000) | (97,000) | |
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.61% | ||
Designated as Hedging Instrument | Interest Rate, Swap Hedge, Type Twenty Two [Member] | |||
Derivatives and Hedging | |||
Interest rate swap asset | 59,000 | ||
Interest rate swap liability | $ (1,313,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.56% | ||
Designated as Hedging Instrument | Interest Rate, Swap Hedge, Type Twenty Three [Member] | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (1,721,000) | (361,000) | |
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.71% | ||
Interest Expense | |||
Interest Rate Derivatives | |||
Amount reclassified from accumulated other comprehensive income into interest expense | $ 4,200,000 | $ 4,100,000 | |
Accounts Payable and Accrued Liabilities [Member] | Interest rate swap | |||
Derivatives and Hedging | |||
Interest rate swap liability | $ (36,900,000) | (17,100,000) | |
Prepaid Expenses and Other Current Assets [Member] | Interest rate swap | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 500,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | $ 36,850 | $ 16,602 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of fixed rate mortgage notes payable | 34,000 | 34,700 |
Carrying value of fixed rate mortgage notes payable | 34,300 | 34,500 |
Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap asset | 506 | |
Interest rate swap liability | (36,850) | (17,108) |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | (36,850) | (16,602) |
Recurring | Level 1 | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap asset | 0 | |
Interest rate swap liability | 0 | 0 |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 0 | 0 |
Recurring | Level 2 | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap asset | 506 | |
Interest rate swap liability | (36,850) | (17,108) |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | (36,850) | (16,602) |
Recurring | Level 3 | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap asset | 0 | |
Interest rate swap liability | 0 | 0 |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Minimum percentage of adjusted taxable income to be currently distributed to owners to qualify as a REIT | 90.00% | |
Accruals for tax uncertainties | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Minimum restricted cash reserve escrows to be maintained as a percentage of the hotel's revenue | 3.00% | |
Maximum restricted cash reserve escrows to be maintained as percentage of hotel's revenue | 5.00% | |
Restricted cash reserves for future capital expenditures, real estate taxes and insurance | $ 54,547 | $ 55,455 |
Commitments and Contingencies42
Commitments and Contingencies (Management Agreements) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)hotel | Mar. 31, 2015USD ($) | |
Other Commitments [Line Items] | ||
Number of Real Estate Properties Operated under Management Agreements | hotel | 125 | |
Base Manchise Fee as Percentage of Hotel Revenues | 7.00% | |
Owned Property Management Costs | $ | $ 11.1 | $ 10.9 |
Minimum [Member] | ||
Other Commitments [Line Items] | ||
Management Agreement Term | 3 years | |
Base Management Fee as Percentage of Hotel Revenues | 3.00% | |
Maximum [Member] | ||
Other Commitments [Line Items] | ||
Management Agreement Term | 25 years | |
Base Management Fee as Percentage of Hotel Revenues | 3.50% |
Commitments and Contingencies43
Commitments and Contingencies (Franchise Agreements) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)hotel | Mar. 31, 2015USD ($) | |
Other Commitments [Line Items] | ||
Number of Real Estate Properties Operated under Franchise Agreements | hotel | 110 | |
Franchise Costs | $ | $ 17.4 | $ 17.1 |
Minimum [Member] | ||
Other Commitments [Line Items] | ||
Franchise Agreements Term | 10 years | |
Franchise Agreements, Royalty Fee as Percentage of Room Revenue | 4.00% | |
Franchise Agreements, Additional Fees for Marketing Central Reservation Systems and Other Franchisor Costs as Percentage of Room Revenue | 1.00% | |
Franchise Agreements, Royalty Fee as Percentage of Food and Beverage Revenue | 1.00% | |
Maximum [Member] | ||
Other Commitments [Line Items] | ||
Franchise Agreements Term | 30 years | |
Franchise Agreements, Royalty Fee as Percentage of Room Revenue | 6.00% | |
Franchise Agreements, Additional Fees for Marketing Central Reservation Systems and Other Franchisor Costs as Percentage of Room Revenue | 4.30% | |
Franchise Agreements, Royalty Fee as Percentage of Food and Beverage Revenue | 3.00% |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | ||
Share repurchase program, authorized amount | $ 400,000,000 | |
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 163,500,000 | |
Common Stock | ||
Equity, Class of Treasury Stock [Line Items] | ||
Common shares repurchased (in shares) | 510,498 | |
Redemption of Operating Partnership units (in shares) | 335,250 | |
Limited Partners | ||
Equity, Class of Treasury Stock [Line Items] | ||
Direct and Indirect Ownership Interest in Operating Partnerships | 558,750 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2012 | Mar. 31, 2016 | Mar. 31, 2015 | |
Equity Incentive Plan | ||||
Maximum number of common shares of beneficial interest available for issuance (in shares) | 7,500,000 | |||
Summary of non-vested shares/units | ||||
Granted (in shares) | 1,447 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ 22.88 | |||
Other Disclosures | ||||
Share-based compensation expense | $ 33 | $ 33 | ||
Restricted share awards | ||||
Summary of non-vested shares/units | ||||
Unvested at the beginning of the period (in shares) | 540,885 | |||
Granted (in shares) | 380,014 | |||
Vested (in shares) | (88,211) | |||
Forfeited (in shares) | (263) | |||
Unvested at the end of the period (in shares) | 832,425 | |||
Weighted Average Grant Date Fair Value | ||||
Unvested at the beginning of the period (in dollars per share) | $ 26.73 | |||
Granted (in dollars per share) | 19.61 | |||
Vested (in dollars per share) | 23.39 | |||
Forfeited (in dollars per share) | 30.91 | |||
Unvested at the end of the period (in dollars per share) | $ 23.83 | |||
Other Disclosures | ||||
Share-based compensation expense | $ 2,100 | 2,900 | ||
Total unrecognized compensation costs | $ 18,800 | |||
Weighted-average period of recognition of unrecognized share-based compensation expense | 2 years 11 months 10 days | |||
Total fair value of shares vested | $ 1,800 | |||
Performance Units | ||||
Summary of non-vested shares/units | ||||
Unvested at the end of the period (in shares) | 419,467 | |||
Other Disclosures | ||||
Share-based compensation expense | $ 500 | $ 1,100 | ||
Total unrecognized compensation costs | $ 600 | |||
Vesting period | 4 years | |||
Performance-based vesting period | 3 years | |||
Time-based vesting period | 1 year | |||
Restricted shares issued upon conversion of performance units (in shares) | 838,934 | |||
Common shares available for future grant (in share) | 3,742,666 |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Less: Undistributed earnings attributable to unvested restricted shares | $ 0 | $ 27 |
Numerator: | ||
Net income attributable to common shareholders | 25,298 | 47,850 |
Less: Dividends paid on unvested restricted shares | (413) | (279) |
Less: Undistributed earnings attributable to unvested restricted shares | 0 | 27 |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 24,885 | $ 47,544 |
Denominator: | ||
Weighted-average number of common shares - basic (in shares) | 123,739,823 | 131,272,611 |
Unvested restricted shares (in shares) | 402,001 | 281,980 |
Unvested performance units (in shares) | 0 | 731,951 |
Weighted-average number of common shares - diluted (in shares) | 124,141,824 | 132,286,542 |
Net income per share attributable to common shareholders - basic (in dollars per share) | $ 0.20 | $ 0.36 |
Net income per share attributable to common shareholders - diluted (in dollars per share) | $ 0.20 | $ 0.36 |
Supplemental Information to S47
Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest paid, net of capitalized interest | $ 13,890 | $ 12,505 |
Income taxes paid | 271 | 72 |
In conjunction with the sale of hotel properties, the Company recorded the following: | ||
Sale of hotel properties | 2,850 | 230,300 |
Transaction costs | (104) | (8,473) |
Operating prorations | (99) | 3,766 |
Proceeds from the sale of hotel properties, net | 2,647 | 225,593 |
Supplemental non-cash transactions | ||
Accrued capital expenditures | 785 | 2,063 |
Conversion of Stock, Amount Issued | $ 4,325 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Revolving Credit Facility - USD ($) | Apr. 22, 2016 | Mar. 31, 2016 |
Subsequent Events | ||
Maximum borrowing capacity | $ 300,000,000 | |
Subsequent Event [Member] | ||
Subsequent Events | ||
Maximum borrowing capacity | $ 400,000,000 |