Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 02, 2018 | |
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, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 175,203,156 | |
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Investment in hotel properties, net | $ 5,636,933 | $ 5,791,925 |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 23,254 | 23,885 |
Cash and cash equivalents | 401,943 | 586,470 |
Restricted cash reserves | 76,380 | 72,606 |
Hotel and other receivables, net of allowance of $577 and $510, respectively | 76,833 | 60,011 |
Deferred income tax asset, net | 57,457 | 56,761 |
Intangible Assets, Net (Excluding Goodwill) | 128,794 | 133,211 |
Prepaid expense and other assets | 85,412 | 69,936 |
Total assets | 6,487,006 | 6,794,805 |
Liabilities and Equity | ||
Debt, net | 2,621,737 | 2,880,488 |
Accounts payable and other liabilities | 192,352 | 225,664 |
Deferred income tax liability | 5,547 | 5,547 |
Advance deposits and deferred revenue | 37,337 | 30,463 |
Accrued interest | 15,059 | 17,081 |
Distributions payable | 65,574 | 65,284 |
Total liabilities | 2,937,606 | 3,224,527 |
Commitments and Contingencies (Note 12) | ||
Shareholders’ equity: | ||
Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized | 366,936 | 366,936 |
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 175,205,952 and 174,869,046 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 1,752 | 1,749 |
Additional paid-in capital | 3,210,185 | 3,208,002 |
Accumulated other comprehensive income | 26,703 | 8,846 |
Retained Earnings | (123,144) | (82,566) |
Total shareholders’ equity | 3,482,432 | 3,502,967 |
Noncontrolling interest: | ||
Noncontrolling interest in consolidated joint ventures | 11,540 | 11,700 |
Noncontrolling interest in the Operating Partnership | 10,998 | 11,181 |
Total noncontrolling interest | 22,538 | 22,881 |
Limited Liability Company (LLC) Preferred Unit, Issuance Value | 44,430 | 44,430 |
Total equity | 3,549,400 | 3,570,278 |
Total liabilities and equity | $ 6,487,006 | $ 6,794,805 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Hotel and other receivables, allowance | $ 577 | $ 510 |
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 |
Preferred Stock, Liquidation Preference, Value | $ 328,266 | $ 328,266 |
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 | 175,205,952 | 174,869,046 |
Common shares of beneficial interest, shares outstanding | 175,205,952 | 174,869,046 |
Limited Liability Company (LLC) Preferred Unit, Liquidation Value | $ 45,458 | $ 45,430 |
Series A Cumulative Preferred Stock [Member] | ||
Preferred shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares of beneficial interest, shares authorized | 12,950,000 | 12,950,000 |
Preferred shares of beneficial interest, shares issued | 12,879,475 | 12,879,475 |
Preferred shares of beneficial interest, shares outstanding | 12,879,475 | 12,879,475 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Preferred Stock Dividends and Other Adjustments | $ (366) | $ 0 |
Net Income (Loss) Attributable to Parent | 23,689 | 21,758 |
Preferred Stock Dividends, Income Statement Impact | (6,279) | 0 |
Operating revenue | ||
Room revenue | 357,645 | 224,965 |
Food and beverage revenue | 52,195 | 26,691 |
Other revenue | 19,753 | 8,576 |
Total revenue | 429,593 | 260,232 |
Operating expense | ||
Room expense | 89,969 | 51,922 |
Food and beverage expense | 41,263 | 19,297 |
Management and franchise fee expense | 35,676 | 26,913 |
Other operating expense | 106,123 | 57,823 |
Total property operating expense | 273,031 | 155,955 |
Depreciation and amortization | 61,408 | 38,665 |
Impairment of Real Estate | 0 | 0 |
Property tax, insurance and other | 34,499 | 19,158 |
General and administrative | 10,913 | 9,123 |
Transaction costs | 1,672 | 625 |
Total operating expense | 381,523 | 223,526 |
Operating income | 48,070 | 36,706 |
Other Nonoperating Income (Expense) | 1,093 | 140 |
Interest income | 1,230 | 485 |
Interest expense | (28,701) | (14,328) |
Gain (Loss) on Extinguishment of Debt | 7,659 | 0 |
Income before equity in loss from unconsolidated joint ventures | 29,351 | 23,003 |
Income (Loss) from Equity Method Investments | (381) | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 28,970 | 23,003 |
Income tax expense | (1,342) | (1,166) |
Income from operations | 27,628 | 21,837 |
Loss on sale of hotel properties | (3,734) | (60) |
Net income | 23,894 | 21,777 |
Net loss (income) attributable to noncontrolling interests: | ||
Noncontrolling interest in consolidated joint ventures | 234 | 66 |
Noncontrolling interest in the Operating Partnership | (73) | (85) |
Net income attributable to common shareholders | $ 17,410 | $ 21,758 |
Basic per common share data: | ||
Net income per share attributable to common shareholders (in dollars per share) | $ 0.10 | $ 0.17 |
Weighted-average number of common shares (in shares) | 174,193,671 | 123,734,173 |
Diluted per common share data: | ||
Net income per share attributable to common shareholders (in dollars per share) | $ 0.10 | $ 0.17 |
Weighted-average number of common shares (in shares) | 174,268,815 | 123,841,400 |
Dividends declared per common share | $ 0.33 | $ 0.33 |
Comprehensive income: | ||
Unrealized gain on interest rate derivatives | $ 17,857 | $ 5,548 |
Comprehensive income | 41,751 | 27,325 |
Noncontrolling interest in consolidated joint ventures | 234 | 66 |
Noncontrolling interest in the Operating Partnership | (73) | (85) |
Comprehensive income attributable to RLJ | $ 41,546 | $ 27,306 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in-Capital | Retained Earnings [Member] | Retained Earnings (Distributions in excess of net earnings) | Accumulated Other Comprehensive Income | Consolidated Joint Venture [Member] | Operating Partnership | Consolidated Joint Venture | Preferred Capital in Consolidated Joint Venture [Member] | Series A Cumulative Preferred Stock [Member] |
Net Income (Loss) Attributable to Parent | $ 21,758 | ||||||||||
Net income attributable to RLJ | 21,758 | ||||||||||
Balance (in shares) at Dec. 31, 2016 | 124,364,178 | ||||||||||
Balance at Dec. 31, 2016 | 2,235,277 | $ 1,244 | $ 2,187,333 | $ 38,249 | $ (4,902) | $ 7,380 | $ 5,973 | ||||
Increase (Decrease) in Owners' Equity | |||||||||||
Net income (loss) | 21,777 | 21,758 | 85 | (66) | |||||||
Unrealized gain on interest rate derivatives | 5,548 | 5,548 | |||||||||
Issuance of restricted stock (in shares) | 264,303 | ||||||||||
Issuance of restricted stock | 0 | $ 2 | (2) | ||||||||
Amortization of share-based compensation | 2,334 | 2,334 | |||||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares) | (20,861) | ||||||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | (486) | $ 0 | (486) | ||||||||
Forfeiture of restricted stock (in shares) | (131) | ||||||||||
Forfeiture of restricted stock | 0 | $ 0 | 0 | ||||||||
Distributions on common shares and units | (41,480) | (41,296) | (184) | ||||||||
Balance (in shares) at Mar. 31, 2017 | 124,607,489 | ||||||||||
Balance at Mar. 31, 2017 | 2,222,970 | $ 1,246 | 2,189,179 | 18,711 | 646 | 7,281 | 5,907 | ||||
Increase (Decrease) in Owners' Equity | |||||||||||
Preferred Stock Dividends and Other Adjustments | 0 | ||||||||||
Preferred Stock, Value, Issued | 366,936 | ||||||||||
Net Income (Loss) Attributable to Parent | 23,689 | ||||||||||
Net income attributable to RLJ | 17,410 | ||||||||||
Balance (in shares) at Dec. 31, 2017 | 174,869,046 | 12,879,475 | |||||||||
Balance at Dec. 31, 2017 | 3,570,278 | $ 1,749 | 3,208,002 | (82,566) | 8,846 | 11,181 | 11,700 | $ 44,430 | $ 366,936 | ||
Increase (Decrease) in Owners' Equity | |||||||||||
Net income (loss) | 23,894 | 73 | (234) | 366 | |||||||
Unrealized gain on interest rate derivatives | 17,857 | 17,857 | |||||||||
Contributions from a noncontrolling interest | 74 | $ 74 | |||||||||
Issuance of restricted stock (in shares) | 360,416 | ||||||||||
Issuance of restricted stock | 0 | $ 4 | (4) | ||||||||
Amortization of share-based compensation | 2,649 | 2,649 | |||||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares) | (21,031) | ||||||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | (463) | $ (1) | (462) | ||||||||
Forfeiture of restricted stock (in shares) | (2,479) | ||||||||||
Forfeiture of restricted stock | 0 | $ 0 | 0 | ||||||||
Dividends | (6,279) | $ (6,279) | |||||||||
Distributions on common shares and units | (58,244) | (57,988) | (256) | ||||||||
Balance (in shares) at Mar. 31, 2018 | 175,205,952 | 12,879,475 | |||||||||
Balance at Mar. 31, 2018 | 3,549,400 | $ 1,752 | $ 3,210,185 | $ (123,144) | $ 26,703 | $ 10,998 | $ 11,540 | 44,430 | $ 366,936 | ||
Increase (Decrease) in Owners' Equity | |||||||||||
Preferred Stock Dividends and Other Adjustments | (366) | $ (366) | |||||||||
Preferred Stock, Value, Issued | $ 366,936 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net income | $ 23,894 | $ 21,777 |
Adjustments to reconcile net income to cash flow provided by operating activities: | ||
Loss on sale of hotel properties | 3,734 | 60 |
Gain (Loss) on Extinguishment of Debt | (7,659) | 0 |
Depreciation and amortization | 61,408 | 38,665 |
Amortization of deferred financing costs | 929 | 843 |
Amortization of Debt Discount (Premium) | (1,391) | 188 |
Income (Loss) from Equity Method Investments | 381 | 0 |
Proceeds from Equity Method Investment, Distribution | 250 | 0 |
Accretion of interest income on investment in loan | 0 | (210) |
Impairment of Real Estate | 0 | 0 |
Amortization of share-based compensation | 2,514 | 2,334 |
Deferred income taxes | 1,103 | 938 |
Changes in assets and liabilities: | ||
Hotel and other receivables, net | (16,822) | (8,650) |
Prepaid expense and other assets | 289 | 637 |
Accounts payable and other liabilities | (22,507) | (9,202) |
Advance deposits and deferred revenue | 6,874 | 2,288 |
Accrued interest | (2,022) | 253 |
Net cash flow provided by operating activities | 50,975 | 49,921 |
Cash flows from investing activities | ||
Proceeds from the sale of hotel properties, net | 116,076 | (60) |
Improvements and additions to hotel properties | (38,583) | (18,533) |
Additions to property and equipment | (27) | (3) |
Net cash flow provided by (used in) investing activities | 77,466 | (18,596) |
Cash flows from financing activities | ||
Borrowings under Revolver | 300,000 | 0 |
Repayments of Senior Notes | (539,028) | 0 |
Payments of mortgage loans principal | (1,663) | (902) |
Repurchase of common shares to satisfy employee withholding requirements | (462) | (486) |
Payments of Ordinary Dividends, Preferred Stock and Preference Stock | (6,279) | 0 |
Distributions on common shares | (57,707) | (41,040) |
Distributions on Operating Partnership units | (248) | (227) |
Payments of deferred financing costs | (3,515) | 0 |
Payments of Distributions to Affiliates | (366) | 0 |
Cash received from a noncontrolling interest | 74 | 0 |
Net cash flow used in financing activities | (309,194) | (42,655) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | (180,753) | (11,330) |
Cash, cash equivalents, and restricted cash reserves, end of period | 401,943 | 451,010 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 478,323 | $ 512,548 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2018 | |
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 owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. The Company elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with 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, 2018 , there were 175,979,854 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, 2018 , the Company owned 156 hotel properties with approximately 30,400 rooms, located in 26 states and the District of Columbia. The Company, through wholly-owned subsidiaries, owned a 100% interest in 152 of its hotel properties, a 98.3% controlling interest in the DoubleTree Metropolitan Hotel New York City, a 95% controlling interest in The Knickerbocker, and 50% interests in entities owning two hotel properties. The Company consolidates its real estate interests in the 154 hotel properties in which it holds a controlling financial interest, and the Company records the real estate interests in the two hotels in which it holds an indirect 50% interest using the equity method of accounting. The Company leases 155 of the 156 hotel properties to its taxable REIT subsidiaries ("TRS"), of which the Company owns a controlling financial interest. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
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, 2017 contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no other significant changes to the Company's significant accounting policies since December 31, 2017 . 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 state 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, 2017 , included in the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018. The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interests in two joint ventures in which it holds an indirect 50% interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation. 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 and comprehensive 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. Revenue In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers , which supersedes or replaces nearly all GAAP revenue recognition guidance. The guidance establishes a new control-based revenue recognition model that changes the basis for deciding when revenue is recognized over time or at a point in time and expands the disclosures about revenue. The guidance also applies to sales of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. The Company adopted this standard on January 1, 2018 using the modified retrospective transition method. Accordingly, the Company's revenue beginning on January 1, 2018 is presented under ASC 606, while prior period revenue is reported under the accounting standards in effect for those historical periods. Based on the Company's assessment, the adoption of this standard did not have an impact to the Company's consolidated financial statements but it did result in additional disclosures in the notes to the consolidated financial statements. Refer to Note 7, Revenue , for the Company's disclosures about revenue. Substantially all of the Company's revenue is derived from the operation of hotel properties. The Company generates room revenue by renting hotel rooms to customers at its hotel properties. The Company generates food and beverage revenue from the sale of food and beverage to customers at its hotel properties. The Company generates other revenue from parking fees, golf, pool and other resort fees, gift shop sales and other guest service fees at its hotel properties. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company's contracts generally have a single performance obligation, such as renting a hotel room to a customer, or providing food and beverage to a customer, or providing a hotel property-related good or service to a customer. The Company's performance obligations are generally satisfied at a point in time. The Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company determines the standalone selling price based on the price it charges each customer for the use or consumption of the promised good or service. The Company's revenue is recognized when control of the promised good or service is transferred to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for the promised good or service. The revenue is recorded net of any sales and occupancy taxes collected from the customer. All rebates or discounts are recorded as a reduction to revenue, and there are no material contingent obligations with respect to rebates and discounts offered by the hotel properties. The timing of revenue recognition, billings, and cash collections results in the Company recognizing hotel and other receivables and advance deposits and deferred revenue on the consolidated balance sheet. Hotel and other receivables are recognized when the Company has provided a good or service to the customer but is only waiting for the passage of time before the customer submits consideration to the Company. Advance deposits and deferred revenue are recognized on the consolidated balance sheets when cash payments are received in advance of the Company satisfying its performance obligation. Advance deposits and deferred revenue consist of amounts that are refundable and non-refundable to the customer. The advance deposits and deferred revenue are recognized as revenue in the consolidated statements of operations and comprehensive income when the Company satisfies its performance obligation to the customer. For the majority of its goods or services and customers, the Company requires payment at the time the respective good or service is provided to the customer. The Company's payment terms vary by the type of customer and the goods or services offered to the customer. The Company applied a practical expedient to not disclose the value of unsatisfied performance obligations for contracts that have an original expected length of one year or less. Any contracts that have an original expected length of greater than one year are insignificant. An allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the existing accounts receivable portfolio and increases to the allowance for doubtful accounts are recorded as bad debt expense. The allowance for doubtful accounts is calculated as a percentage of the aged accounts receivable. Investment in Hotel Properties The Company’s acquisitions generally consist of land, land improvements, buildings, building improvements, furniture, fixtures and equipment ("FF&E"), and inventory. The Company may also acquire intangible assets or liabilities related to in-place leases, management agreements, franchise agreements and advanced bookings. The Company allocates the purchase price among the assets acquired and the liabilities assumed based on their respective fair values at the date of acquisition. The Company determines the fair value by using market data and independent appraisals available to us and making numerous estimates and assumptions. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The guidance clarifies the definition of a business by adding guidance to assist companies and other reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar identifiable asset(s), then the transaction is considered to be an asset acquisition (or disposition). As a result of this standard, the Company anticipates the majority of its hotel purchases will be considered asset acquisitions as opposed to business combinations, although the determination will be made on a transaction-by-transaction basis. Transaction costs associated with asset acquisitions will be capitalized rather than expensed as incurred. The Company adopted this guidance on January 1, 2018 on a prospective basis. The Company does not believe the accounting for each future acquisition (or disposal) of assets or a business will be materially different, therefore, the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. The Company’s investments in hotel properties are carried at cost and are depreciated using the straight-line method over the estimated useful lives of 15 years for land improvements, 15 years for building improvements, 40 years for buildings and three to five years for FF&E. Maintenance and repairs are expensed and major renewals or improvements to the hotel properties are capitalized. Indirect project costs, including interest, salaries and benefits, travel and other related costs that are directly attributable to the development, are also capitalized. Upon the sale or disposition of a hotel property, the asset and related accumulated depreciation accounts are removed and the related gain or loss is included in the gain or loss on sale of hotel properties in the consolidated statements of operations and comprehensive income. A sale or disposition of a hotel property that represents a strategic shift that has or will have a major effect on the Company's operations and financial results is presented as discontinued operations in the consolidated statements of operations and comprehensive income. The Company assesses the carrying value of its hotel properties whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The recoverability is measured by comparing the carrying amount to the estimated future undiscounted cash flows which take into account current market conditions and the Company’s intent with respect to holding or disposing of the hotel properties. If the Company’s analysis indicates that the carrying value is not recoverable on an undiscounted cash flow basis, the Company will recognize an impairment loss for the amount by which the carrying value exceeds the fair value. The fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions or third-party appraisals. Sale of Real Estate ASU 2014-09 also applies to the sale of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . This guidance clarifies that ASC 610-20 applies to the derecognition of nonfinancial assets, including real estate, and in substance nonfinancial assets, which are defined as assets or a group of assets for which substantially all of the fair value consists of nonfinancial assets and the group or subsidiary is not a business. As a result of this guidance, sales and partial sales of real estate assets will be accounted for similar to all other sales of nonfinancial and in substance nonfinancial assets. The Company adopted this guidance on January 1, 2018 using the modified retrospective transition method. Based on the Company's assessment, the adoption of this guidance did not have an impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The 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. Leases with a term of 12 months or less will be accounted for similar to the existing guidance today for operating leases. Lessors will classify their leases using an approach that is substantially equivalent to the existing guidance today for operating, direct financing, or sales-type leases. Lessors may only capitalize the incremental direct costs of leasing, so any indirect costs of leasing will be expensed as incurred. The guidance requires an entity to separate the lease components from the non-lease components in a contract, with the lease components being accounted for in accordance with ASC 842 and the non-lease components being accounted for in accordance with other applicable accounting 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 will adopt this new standard on January 1, 2019. The Company has not yet completed its analysis on this standard, but it believes the application of the new standard will result in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet for each of its ground leases and equipment leases, which represent the majority of the Company's current operating lease payments. The Company does not expect the adoption of this standard will materially affect its consolidated statements of operations and comprehensive income. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The guidance amends the hedge accounting recognition and presentation requirements in ASC 815. The guidance is meant to simplify the application of hedge accounting and better align the financial reporting for hedging activities with the entity's economic and risk management activities. Under the new guidance, all changes in the fair value of highly effective cash flow hedges will be recorded in other comprehensive income and they will be reclassified to earnings when the hedged item impacts earnings. 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 expects to adopt this new standard on January 1, 2019. Based on the Company's assessment, the adoption of this standard will not have a material impact on the Company's consolidated financial statements. |
Merger with FelCor Lodging Trus
Merger with FelCor Lodging Trust Incorporated (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Merger with FelCor Lodging Trust Incorporated On August 31, 2017 (the "Acquisition Date"), the Company, the Operating Partnership, Rangers Sub I, LLC, a wholly owned subsidiary of the Operating Partnership ("Rangers"), and Rangers Sub II, LP, a wholly owned subsidiary of the Operating Partnership ("Partnership Merger Sub"), consummated the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 23, 2017, with FelCor Lodging Trust Incorporated ("FelCor") and FelCor Lodging Limited Partnership ("FelCor LP") pursuant to which Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as a wholly owned subsidiary of the Operating Partnership (the "Partnership Merger"), and, immediately thereafter, FelCor merged with and into Rangers, with Rangers surviving as a wholly owned subsidiary of the Operating Partnership (the "REIT Merger" and, together with the Partnership Merger, the "Mergers"). Upon completion of the REIT Merger and under the terms of the Merger Agreement, each issued and outstanding share of common stock, par value $0.01 per share, of FelCor (other than shares held by any wholly owned subsidiary of FelCor or by the Company or any of its subsidiaries) was converted into the right to receive 0.362 (the "Common Exchange Ratio") common shares of beneficial interest, par value $0.01 per share, of the Company (the "Common Shares"), and each issued and outstanding share of $1.95 Series A cumulative convertible preferred stock, par value $0.01 per share, of FelCor was converted into the right to receive one $1.95 Series A Cumulative Convertible Preferred Share, par value $0.01 per share, of the Company (a "Series A Preferred Share"). Upon completion of the Partnership Merger and under the terms of the Merger Agreement, each limited partner of FelCor LP was entitled to elect to exchange its outstanding common limited partnership units in FelCor LP (the "FelCor LP Common Units") for a number of newly issued Common Shares based on the Common Exchange Ratio. Upon completion of the Partnership Merger, each outstanding FelCor LP Common Unit of any holder who did not make the foregoing election was converted into the right to receive a number of common limited partnership units in the Operating Partnership (the "OP Units") based on the Common Exchange Ratio. No fractional shares of units of Common Shares or OP Units were issued in the Mergers, and the value of any fractional interests was paid in cash. The Company accounted for the Mergers under the acquisition method of accounting in ASC 805, Business Combinations. As a result of the Mergers, the Company acquired an ownership interest in the following 37 hotel properties: Hotel Property Name Location Ownership Interest Management Rooms DoubleTree Suites by Hilton Austin Austin, TX 100% Hilton 188 DoubleTree Suites by Hilton Orlando - Lake Buena Vista Orlando, FL 100% Hilton 229 Embassy Suites Atlanta - Buckhead Atlanta, GA 100% Hilton 316 Embassy Suites Birmingham Birmingham, AL 100% Hilton 242 Embassy Suites Boston Marlborough (1) Marlborough, MA 100% Hilton 229 Embassy Suites Dallas - Love Field Dallas, TX 100% Aimbridge Hospitality 248 Embassy Suites Deerfield Beach - Resort & Spa Deerfield Beach, FL 100% Hilton 244 Embassy Suites Fort Lauderdale 17th Street Fort Lauderdale, FL 100% Hilton 361 Embassy Suites Los Angeles - International Airport South El Segundo, CA 100% Hilton 349 Embassy Suites Mandalay Beach - Hotel & Resort Oxnard, CA 100% Hilton 250 Embassy Suites Miami - International Airport Miami, FL 100% Hilton 318 Embassy Suites Milpitas Silicon Valley Milpitas, CA 100% Hilton 266 Embassy Suites Minneapolis - Airport Bloomington, MN 100% Hilton 310 Embassy Suites Myrtle Beach - Oceanfront Resort Myrtle Beach, SC 100% Hilton 255 Embassy Suites Napa Valley Napa, CA 100% Hilton 205 Embassy Suites Orlando - International Drive South/Convention Center Orlando, FL 100% Hilton 244 Embassy Suites Phoenix - Biltmore Phoenix, AZ 100% Hilton 232 Embassy Suites San Francisco Airport - South San Francisco San Francisco, CA 100% Hilton 312 Embassy Suites San Francisco Airport - Waterfront Burlingame, CA 100% Hilton 340 Embassy Suites Secaucus - Meadowlands (2) Secaucus, NJ 50% Hilton 261 Hilton Myrtle Beach Resort Myrtle Beach, SC 100% Hilton 385 Holiday Inn San Francisco - Fisherman's Wharf San Francisco, CA 100% InterContinental Hotels 585 San Francisco Marriott Union Square San Francisco, CA 100% Marriott Hotel Services 400 Sheraton Burlington Hotel & Conference Center (3) Burlington, VT 100% Marriott Hotel Services 309 Sheraton Philadelphia Society Hill Hotel (4) Philadelphia, PA 100% Marriott Hotel Services 364 The Fairmont Copley Plaza (5) Boston, MA 100% FRHI Hotels & Resorts 383 The Knickerbocker New York New York, NY 95% Highgate Hotels 330 The Mills House Wyndham Grand Hotel Charleston, SC 100% Wyndham 216 The Vinoy Renaissance St. Petersburg Resort & Golf Club St. Petersburg, FL 100% Marriott Hotel Services 361 Wyndham Boston Beacon Hill Boston, MA 100% Wyndham 304 Wyndham Houston - Medical Center Hotel & Suites Houston, TX 100% Wyndham 287 Wyndham New Orleans - French Quarter New Orleans, LA 100% Wyndham 374 Wyndham Philadelphia Historic District Philadelphia, PA 100% Wyndham 364 Wyndham Pittsburgh University Center Pittsburgh, PA 100% Wyndham 251 Wyndham San Diego Bayside San Diego, CA 100% Wyndham 600 Wyndham Santa Monica At The Pier Santa Monica, CA 100% Wyndham 132 Chateau LeMoyne - French Quarter, New Orleans (6) New Orleans, LA 50% InterContinental Hotels 171 11,215 (1) In February 2018, the Company sold this hotel property for a sale price of $23.7 million . (2) The Company owns an indirect 50% ownership interest in the real estate at this hotel property and records the real estate interests using the equity method of accounting. The Company leases the hotel property to its TRS, of which the Company owns a controlling financial interest in the operating lessee, so the Company consolidates its ownership interest in the leased hotel. (3) In December 2017, this hotel property was converted to the DoubleTree by Hilton Burlington Vermont. (4) In March 2018, the Company sold this hotel property for a sale price of $95.5 million . (5) In December 2017, the Company sold this hotel property for a sale price of $170.0 million . (6) The Company owns an indirect 50% ownership interest in this hotel property and accounts for its ownership interest using the equity method of accounting. This hotel property is operated without a lease. The total consideration for the Mergers was approximately $1.4 billion , which included the Company's issuance of approximately 50.4 million common shares at $20.18 per share to former FelCor common stockholders, the Company's issuance of approximately 12.9 million Series A Preferred Shares at $28.49 per share to former FelCor preferred stockholders, the Operating Partnership's issuance of approximately 0.2 million OP Units at $20.18 per unit to former FelCor LP limited partners, and cash. The total consideration consisted of the following (in thousands): Total Consideration Common Shares $ 1,016,227 Series A Preferred Shares 366,936 OP Units 4,342 Cash, net of cash, cash equivalents, and restricted cash reserves acquired 24,883 Total consideration $ 1,412,388 The Company allocated the purchase price consideration as follows (in thousands): August 31, 2017 Investment in hotel properties $ 2,661,114 Investment in unconsolidated joint ventures 25,651 Hotel and other receivables 28,308 Deferred income tax assets 58,170 Intangible assets 139,673 Prepaid expenses and other assets 23,811 Debt (1,305,337 ) Accounts payable and other liabilities (118,360 ) Advance deposits and deferred revenue (23,795 ) Accrued interest (22,612 ) Distributions payable (4,312 ) Noncontrolling interest in consolidated joint ventures (5,493 ) Preferred equity in a consolidated joint venture (44,430 ) Total consideration $ 1,412,388 The Company used the following valuation methodologies, inputs, and assumptions to estimate the fair value of the assets acquired, the liabilities assumed, and the equity interests acquired: • Investment in hotel properties — The Company estimated the fair values of the land and improvements, buildings and improvements, and furniture, fixtures, and equipment at the hotel properties by using a combination of the market, cost, and income approaches. These valuation methodologies are based on significant Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures, and cash flow projections at the respective hotel properties. • Investment in unconsolidated joint ventures — The Company estimated the fair value of its real estate interests in the unconsolidated joint ventures by using the same valuation methodologies for the investment in hotel properties noted above and for the debt noted below. The Company recognized the net assets acquired based on its respective ownership interest in the joint venture according to the joint venture agreement. • Deferred income tax assets — The Company estimated the future realizable value of the deferred income tax assets by estimating the amount of the net operating loss that will be utilized in future periods by the acquired taxable REIT subsidiaries. The Company then applied its applicable effective tax rate against the net operating losses to determine the appropriate deferred income tax assets to recognize. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. • Intangible assets — The Company estimated the fair value of its below market ground lease intangible assets by calculating the present value of the difference between the contractual rental amounts paid according to the in-place lease agreements and the market rental rates for similar leased space, measured over a period equal to the remaining non-cancelable term of the lease. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The below market ground lease intangible assets are amortized over the remaining terms of the respective leases as adjustments to rental expense in property tax, insurance and other in the consolidated statements of operations and comprehensive income. The Company estimated the fair value of the advanced bookings intangible asset by using the income approach to determine the projected cash flows that a hotel property will receive as a result of future hotel room and guests events that have already been reserved and pre-booked at the hotel property as of the Acquisition Date. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The advanced bookings intangible asset is amortized over the duration of the hotel room and guest event reservations period at the hotel property to depreciation and amortization in the consolidated statements of operations and comprehensive income. The Company recognized the following intangible assets in the Mergers (dollars in thousands): Weighted Average Amortization Period (in Years) Below market ground leases $ 118,050 54 Advanced bookings 13,862 1 Other intangible assets 7,761 6 Total intangible assets $ 139,673 46 • Above market ground lease liabilities — The Company estimated the fair value of its above market ground lease liabilities by calculating the present value of the difference between the contractual rental amounts paid according to the in-place lease agreements and the market rental rates for similar leased space, measured over a period equal to the remaining non-cancelable term of the lease. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The Company recognized approximately $15.5 million of above market ground lease liabilities in the Mergers, which are included in accounts payable and other liabilities in the accompanying consolidated balance sheet. The above market ground lease liabilities are amortized over the remaining terms of the respective leases as adjustments to rental expense in property tax, insurance and other in the consolidated statements of operations and comprehensive income. • Debt — The Company estimated the fair value of the Senior Notes (as defined in Note 8) by using publicly available trading prices, market interest rates, and spreads for the Senior Notes, which are Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans using a discounted cash flow model and incorporated various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy. The Company recognized approximately $71.7 million in above market debt fair value adjustments on the Senior Notes and the mortgage loans assumed in the Mergers, which is included in debt, net in the accompanying consolidated balance sheet. The above market debt fair value adjustments are amortized over the remaining terms of the respective debt instruments as adjustments to interest expense in the consolidated statements of operations and comprehensive income. • Noncontrolling interest in consolidated joint ventures — The Company estimated the fair value of the consolidated joint ventures by using the same valuation methodologies for the investment in hotel properties noted above. The Company then recognized the fair value of the noncontrolling interest in the consolidated joint ventures based on the joint venture partner's ownership interest in the consolidated joint venture. This valuation methodology is based on Level 3 inputs and assumptions in the fair value hierarchy. • Preferred equity in a consolidated joint venture — The Company estimated the fair value of the preferred equity in a consolidated joint venture by comparing the contractual terms of the preferred equity agreement to market-based terms of a similar preferred equity agreement, which is based on Level 3 inputs in the fair value hierarchy. • Hotel and other receivables, prepaid expenses and other assets, accounts payable and other liabilities, advance deposits and deferred revenue, accrued interest, and distributions payable — The carrying amounts of the assets acquired, the liabilities assumed, and the equity interests acquired approximate fair value because of their short term maturities. During the three months ended March 31, 2018, the Company recognized approximately $1.3 million of integration costs in connection with the Mergers. The integration costs primarily related to employee-related costs, including compensation for transition employees. The merger-related costs are included in transaction costs in the accompanying consolidated statements of operations and comprehensive income. During the three months ended March 31, 2018 and 2017, the Company did not acquire any hotel properties. |
Investment in Hotel Properties
Investment in Hotel Properties | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 December 31, 2017 Land and improvements $ 1,257,386 $ 1,275,030 Buildings and improvements 4,807,233 4,890,266 Furniture, fixtures and equipment 759,171 756,546 6,823,790 6,921,842 Accumulated depreciation (1,186,857 ) (1,129,917 ) Investment in hotel properties, net $ 5,636,933 $ 5,791,925 For the three months ended March 31, 2018 and 2017, the Company recognized depreciation and amortization expense related to its investment in hotel properties of approximately $58.8 million and $38.6 million , respectively. Impairment The Company determined that there was no impairment of any assets for the three months ended March 31, 2018 or the three months ended March 31, 2017. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Investment in Unconsolidated Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | Investment in Unconsolidated Joint Ventures As of March 31, 2018 , the Company owned 50% interests in joint ventures that owned two hotel properties. The Company also owned 50% interests in joint ventures that owned real estate and a condominium management business that are associated with two of our resort hotel properties. The Company accounts for the investments in these unconsolidated joint ventures under the equity method of accounting. The Company makes adjustments to the equity in income (loss) from unconsolidated joint ventures related to the difference between the Company's basis in the investment in the unconsolidated joint ventures as compared to the historical basis of the assets and liabilities of the joint ventures. As of March 31, 2018 , the unconsolidated joint ventures' debt consisted entirely of non-recourse mortgage debt. The following table summarizes the components of the Company's investments in unconsolidated joint ventures (in thousands): March 31, 2018 Equity basis of the joint venture investments $ (11 ) Cost of the joint venture investments in excess of the joint venture book value 23,265 Investment in unconsolidated joint ventures $ 23,254 The following table summarizes the components of the Company's equity in loss from unconsolidated joint ventures (in thousands): For the three months ended March 31, 2018 Unconsolidated joint ventures net loss attributable to the Company $ (14 ) Depreciation of cost in excess of book value (367 ) Equity in loss from unconsolidated joint ventures $ (381 ) |
Sale of Hotel Properties
Sale of Hotel Properties | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal of Hotel Properties | Sale of Hotel Properties During the three months ended March 31, 2018 , the Company sold two hotel properties for a total sale price of approximately $119.2 million . In conjunction with these transactions, the Company recorded a $3.7 million loss on sale, which is included in loss on sale of hotel properties in the accompanying consolidated statement of operations and comprehensive income. The loss on sale is presented net of a gain on extinguishment of indebtedness of $5.1 million associated with the two hotel properties. The following table discloses the hotel properties that were sold during the three months ended March 31, 2018 : Hotel Property Name Location Sale Date Rooms Embassy Suites Boston Marlborough Marlborough, MA February 21, 2018 229 Sheraton Philadelphia Society Hill Hotel Philadelphia, PA March 27, 2018 364 Total 593 During the three months ended March 31, 2017 , the Company did not sell any hotel properties. |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue The Company recognized revenue from the following geographic markets (in thousands): For the three months ended March 31, 2018 For the three months ended March 31, 2017 Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Northern California $ 54,269 $ 5,360 $ 1,737 $ 61,366 $ 22,095 $ 1,240 $ 533 $ 23,868 South Florida 46,780 5,732 1,829 54,341 27,496 3,612 1,218 32,326 Southern California 30,413 4,128 1,926 36,467 13,087 1,096 427 14,610 Austin 23,674 2,497 912 27,083 21,615 2,408 600 24,623 New York City 22,640 2,786 914 26,340 13,399 864 611 14,874 Houston 16,580 981 929 18,490 15,334 747 714 16,795 Denver 14,648 3,039 232 17,919 14,787 3,007 291 18,085 Chicago 12,943 2,932 374 16,249 11,659 2,884 371 14,914 Washington, DC 14,809 652 523 15,984 15,451 683 513 16,647 Louisville 8,258 3,103 473 11,834 9,046 3,690 530 13,266 Other 112,631 20,985 9,904 143,520 60,996 6,460 2,768 70,224 Total $ 357,645 $ 52,195 $ 19,753 $ 429,593 $ 224,965 $ 26,691 $ 8,576 $ 260,232 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company's debt consisted of the following (in thousands): March 31, 2018 December 31, 2017 Senior Notes $ 508,866 $ 1,062,716 Revolver and Term Loans, net 1,467,895 1,170,954 Mortgage loans, net 644,976 646,818 Debt, net $ 2,621,737 $ 2,880,488 Senior Notes The Company's senior secured notes and the senior unsecured notes are collectively the "Senior Notes". The Company's Senior Notes consisted of the following (in thousands): Outstanding Borrowings at Number of Assets Encumbered Interest Rate Maturity Date March 31, 2018 December 31, 2017 Senior secured notes (1) (2) (3) 9 5.63% March 2023 $ — $ 552,669 Senior unsecured notes (1) (2) (4) — 6.00% June 2025 508,866 510,047 Total Senior Notes $ 508,866 $ 1,062,716 (1) Requires payments of interest only through maturity. (2) The senior secured notes include $28.7 million at December 31, 2017, and the senior unsecured notes include $33.9 million and $35.1 million at March 31, 2018 and December 31, 2017 , respectively, related to fair value adjustments on the Senior Notes that were assumed in the Mergers. (3) On March 9, 2018 (the "Redemption Date"), the Company completed the early redemption of the senior secured notes in full for an aggregate amount of approximately $539.0 million , which included the redemption price of 102.813% for the outstanding principal amount. The Company recognized a gain of approximately $7.7 million on the early redemption, which is included in gain on extinguishment of indebtedness in the accompanying consolidated statements of operations and comprehensive income. The gain on extinguishment of indebtedness excludes $5.1 million related to two hotel properties that were sold during the three months ended March 31, 2018 that is included in loss on sale of hotel properties in the accompanying consolidated statement of operations and comprehensive income. (4) The Company has the option to redeem the senior unsecured notes beginning June 1, 2020 at a premium of 103.0% . The Senior Notes are subject to customary financial covenants. As of March 31, 2018 and December 31, 2017 , the Company was in compliance with all financial covenants. Revolver and Term Loans The Company has the following unsecured credit agreements in place: • $600.0 million revolving credit facility with a scheduled maturity date of April 22, 2020 with a one -year extension option if certain conditions are satisfied (the "Revolver"); • $400.0 million term loan with a scheduled maturity date of April 22, 2021 (the "$400 Million Term Loan Maturing 2021"); • $150.0 million term loan with a scheduled maturity date of January 22, 2022 (the "$150 Million Term Loan Maturing 2022"); • $400.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023"). This term loan was referred to as the $400 Million Term Loan Maturing 2019 in previous periodic filings; and • $225.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"). This term loan was referred to as the $225 Million Term Loan Maturing 2019 in previous periodic filings. The $400 Million Term Loan Maturing 2021, the $150 Million Term Loan Maturing 2022, the $400 Million Term Loan Maturing 2023, and the $225 Million Term Loan Maturing 2023 are collectively the "Term Loans". The Revolver and Term Loans are subject to customary financial covenants. As of March 31, 2018 and December 31, 2017 , the Company was in compliance with all financial covenants. The Company's unsecured credit agreements consisted of the following (in thousands): Outstanding Borrowings at Interest Rate at March 31, 2018 (1) Maturity Date March 31, 2018 December 31, 2017 Revolver (2) 3.38% April 2020 $ 300,000 $ — $400 Million Term Loan Maturing 2021 3.03% April 2021 400,000 400,000 $150 Million Term Loan Maturing 2022 3.43% January 2022 150,000 150,000 $400 Million Term Loan Maturing 2023 3.14% January 2023 400,000 400,000 $225 Million Term Loan Maturing 2023 3.44% January 2023 225,000 225,000 1,475,000 1,175,000 Deferred financing costs, net (3) (7,105 ) (4,046 ) Total Revolver and Term Loans, net $ 1,467,895 $ 1,170,954 (1) Interest rate at March 31, 2018 gives effect to interest rate hedges. (2) At March 31, 2018 and December 31, 2017 , there was $300.0 million and $600.0 million , respectively, of borrowing capacity on the Revolver. The Company has the ability to further increase the borrowing capacity to $750.0 million , subject to certain lender requirements. (3) Excludes $2.3 million and $2.6 million as of March 31, 2018 and December 31, 2017 , respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. Mortgage Loans The Company's mortgage loans consisted of the following (in thousands): Principal balance at Lender Number of Assets Encumbered Interest Rate at March 31, 2018 (1) Maturity Date March 31, 2018 December 31, 2017 Wells Fargo (2) 4 4.06% October 2018 (4) 150,000 150,000 Wells Fargo (5) 4 4.04% March 2019 (3) $ 142,500 $ 143,250 PNC Bank (2) (6) 5 3.98% March 2021 (7) 85,000 85,000 Wells Fargo (8) 1 5.25% June 2022 32,675 32,882 PNC Bank/Wells Fargo (9) 4 4.95% October 2022 120,131 120,893 Prudential (10) 1 4.94% October 2022 30,132 30,323 Scotiabank (2) (11) 1 LIBOR + 3.00% November 2018 85,294 85,404 20 645,732 647,752 Deferred financing costs, net (756 ) (934 ) Total mortgage loans, net $ 644,976 $ 646,818 (1) Interest rate at March 31, 2018 gives effect to interest rate hedges. (2) Requires payments of interest only through maturity. (3) In March 2018, the Company extended the maturity date for a one-year term. The maturity date may be extended for three additional one -year terms at the Company’s option, subject to certain lender requirements. (4) The maturity date may be extended for three one -year terms at the Company's option, subject to certain lender requirements. (5) Two of the four hotels encumbered by the Wells Fargo loan are cross-collateralized. (6) The five hotels encumbered by the PNC Bank loan are cross-collateralized. (7) The maturity date may be extended for two one -year terms at the Company’s option, subject to certain lender requirements. (8) Includes $0.8 million and $0.8 million at March 31, 2018 and December 31, 2017 , respectively, related to a fair value adjustment on mortgage debt assumed in conjunction with an acquisition. (9) Includes $2.9 million and $3.0 million at March 31, 2018 and December 31, 2017 , respectively, related to fair value adjustments on the mortgage loans that were assumed in the Mergers. (10) Includes $0.7 million and $0.7 million at March 31, 2018 and December 31, 2017 , respectively, related to a fair value adjustment on the mortgage loan that was assumed in the Mergers. (11) Includes $0.3 million and $0.4 million at March 31, 2018 and December 31, 2017 , respectively, related to a fair value adjustment on the mortgage loan that was assumed in the Mergers. Certain mortgage agreements are subject to customary financial covenants. The Company was in compliance with all financial covenants at March 31, 2018 and December 31, 2017 . Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended March 31, 2018 2017 Senior Notes $ 10,587 $ — Revolver and Term Loans 10,578 9,517 Mortgage loans 6,607 3,968 Amortization of deferred financing costs 929 843 Total interest expense $ 28,701 $ 14,328 |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging The Company's interest rate swaps consisted of the following (in thousands): Notional value at Fair value at Hedge type Interest rate Maturity March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Swap-cash flow 1.56% March 2018 $ — $ 175,000 $ — $ (38 ) Swap-cash flow 1.64% March 2018 — 175,000 — (71 ) Swap-cash flow 1.83% September 2018 15,675 15,758 9 (23 ) Swap-cash flow 1.75% September 2018 15,675 15,758 16 (14 ) Swap-cash flow 1.83% September 2018 38,475 38,678 23 (57 ) Swap-cash flow 1.75% September 2018 39,425 39,632 39 (35 ) Swap-cash flow 1.83% September 2018 17,100 17,190 10 (25 ) Swap-cash flow 1.75% September 2018 16,150 16,235 16 (14 ) Swap-cash flow 2.02% March 2019 125,000 125,000 85 (383 ) Swap-cash flow 1.94% March 2019 100,000 100,000 143 (213 ) Swap-cash flow 1.27% March 2019 125,000 125,000 1,088 836 Swap-cash flow 1.96% March 2019 100,000 100,000 141 (230 ) Swap-cash flow 1.85% March 2019 50,000 50,000 130 (43 ) Swap-cash flow 1.81% March 2019 50,000 50,000 150 (19 ) Swap-cash flow 1.74% March 2019 25,000 25,000 93 13 Swap-cash flow (1) 1.80% September 2020 33,000 33,000 417 202 Swap-cash flow (1) 1.80% September 2020 82,000 82,000 1,037 502 Swap-cash flow (1) 1.80% September 2020 35,000 35,000 443 214 Swap-cash flow 1.81% October 2020 143,000 143,000 2,175 803 Swap-cash flow 1.15% April 2021 100,000 100,000 3,958 2,880 Swap-cash flow 1.20% April 2021 100,000 100,000 3,804 2,726 Swap-cash flow 2.15% April 2021 75,000 75,000 665 (144 ) Swap-cash flow 1.91% April 2021 75,000 75,000 1,223 415 Swap-cash flow 1.61% June 2021 50,000 50,000 1,363 769 Swap-cash flow 1.56% June 2021 50,000 50,000 1,456 869 Swap-cash flow 1.71% June 2021 50,000 50,000 1,205 598 Swap-cash flow (2) 2.29% December 2022 200,000 200,000 2,560 (413 ) Swap-cash flow (2) 2.29% December 2022 125,000 125,000 1,612 (259 ) Swap-cash flow (2) 2.38% December 2022 200,000 — 1,893 — Swap-cash flow (2) 2.38% December 2022 100,000 — 949 — $ 2,135,500 $ 2,186,251 $ 26,703 $ 8,846 (1) Effective between the maturity of the existing swaps in September 2018 and September 2020. (2) Effective between the maturity of the existing swaps in March 2019 and December 2022. As of March 31, 2018 and December 31, 2017 , the aggregate fair value of the interest rate swap assets of $26.7 million and $10.8 million , respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. As of December 31, 2017 , the aggregate fair value of the interest rate swap liabilities of $2.0 million was included in accounts payable and other liabilities in the accompanying consolidated balance sheets. As of March 31, 2018 and December 31, 2017 , there was approximately $26.7 million and $8.8 million , respectively, of unrealized gains included in accumulated other comprehensive income 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 month periods ended March 31, 2018 and 2017 . For the three months ended March 31, 2018 and 2017, approximately $0.4 million and $2.8 million , respectively, of the amounts included in accumulated other comprehensive income were reclassified into interest expense. Approximately $5.2 million of the unrealized gains included in accumulated other comprehensive income at March 31, 2018 is expected to be reclassified into interest expense within the next 12 months. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2018 | |
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. • Debt — The Company estimated the fair value of the Senior Notes by using publicly available trading prices, market interest rates, and spreads for the Senior Notes, which are Level 2 and Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the Revolver and Term Loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms, which are Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy. The fair value of the Company's debt was as follows (in thousands): March 31, 2018 December 31, 2017 Carrying Value Fair Value Carrying Value Fair Value Senior Notes $ 508,866 $ 496,169 $ 1,062,716 $ 1,038,892 Revolver and Term Loans, net 1,467,895 1,475,000 1,170,954 1,179,052 Mortgage loans, net 644,976 642,717 646,818 643,078 Debt, net $ 2,621,737 $ 2,613,886 $ 2,880,488 $ 2,861,022 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, 2018 (in thousands): Fair Value at March 31, 2018 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 26,703 $ — $ 26,703 Interest rate swap liability — — — — Total $ — $ 26,703 $ — $ 26,703 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, 2017 (in thousands): Fair Value at December 31, 2017 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 10,827 $ — $ 10,827 Interest rate swap liability — (1,981 ) — (1,981 ) Total $ — $ 8,846 $ — $ 8,846 The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows for 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, 2018 , 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, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its 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, subject to certain adjustments and excluding any net capital gain, to shareholders. The Company’s intention is to adhere to the REIT qualification requirements and to maintain its qualification for taxation as a REIT. As a REIT, the Company is generally not subject to federal corporate income tax on the portion of taxable income that is distributed to shareholders. If the Company fails to qualify for taxation as a REIT in any taxable year, the Company will be subject to U.S. federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and it may not be able to qualify as a REIT for four subsequent taxable years. As a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on undistributed taxable income. The Company’s taxable REIT subsidiaries ("TRS") will generally be subject to U.S. federal, state, and local income taxes at the applicable rates. The Company accounts for income taxes using the asset and liability method. Under this 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 income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Tax Reform Act"). The legislation significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing limitations on net operating loss carryovers, and allowing dividend income from a REIT to be eligible for a 20% qualified business income deduction. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. During the three months ended March 31, 2018 , the Company did not make any adjustments to the provisional amounts that were recorded during the year ended December 31, 2017. The Company had no accruals for tax uncertainties as of March 31, 2018 and December 31, 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017 , approximately $76.4 million and $72.6 million , respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes and insurance. Litigation Other than the legal proceeding mentioned below, neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows. Prior to the Mergers, on March 24, 2016, an affiliate of InterContinental Hotels Group PLC ("IHG"), which was previously the hotel management company for three of FelCor's hotels (two of which were sold in 2006, and one of which was converted by FelCor into a Wyndham brand and operation in 2013), notified FelCor that the National Retirement Fund in which the employees at those hotels had participated had assessed a withdrawal liability of $8.3 million , with required quarterly payments including interest, in connection with the termination of IHG’s operation of those hotels. FelCor's hotel management agreements with IHG stated that it may be obligated to indemnify and hold IHG harmless for some or all of any amount ultimately contributed to the pension trust fund with respect to those hotels. Based on the current assessment of the claim, the resolution of this matter may not occur until 2022. As of March 31, 2018 , the Company maintained an accrual of approximately $5.1 million for the future quarterly payments to the pension trust fund, which is included in accounts payable and other liabilities in the accompanying consolidated balance sheet. The Company plans to vigorously defend the underlying claims and, if appropriate, IHG’s demand for indemnification. Management Agreements As of March 31, 2018 , 155 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 44 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, Marriott, Wyndham, and other hotel brands. 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 between 2.0% and 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 and comprehensive income. For the three months ended March 31, 2018 and 2017, the Company incurred management fee expense, including amortization of deferred management fees, of approximately $15.9 million and $10.4 million , respectively. The Wyndham management agreements guarantee minimum levels of annual net operating income at each of the Wyndham-managed hotels for each year of the initial 10-year term to 2023, subject to an aggregate $100.0 million limit over the term and an annual $21.5 million limit. For the three months ended March 31, 2018 , the Company recorded $1.9 million for the pro-rata portion of the projected aggregate full-year guaranties. The Company recognized this amount as a reduction of Wyndham's contractual management and other fees. Franchise Agreements As of March 31, 2018 , 110 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from 10 to 30 years. This number excludes 44 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, Marriott, Wyndham, and other hotel brands. In addition, The Knickerbocker is not operated with a hotel brand so the hotel does not have a franchise agreement. Franchise agreements allow the hotel 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 of generally 3.0% of food and beverage revenues. Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three months ended March 31, 2018 and 2017, the Company incurred franchise fee expense of approximately $19.7 million and $16.5 million , respectively. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | Equity Common Shares of Beneficial Interest In 2015, the Company's board of trustees authorized a share repurchase program to acquire up to $400.0 million of the Common Shares through December 31, 2016. On February 17, 2017, the Company's board of trustees increased the authorized amount that may be repurchased by $40.0 million to a total of $440.0 million . On February 16, 2018, the Company's board of trustees extended the duration of the share repurchase program to February 28, 2019. During the three months ended March 31, 2018 and 2017, the Company did not repurchase and retire any of its Common Shares. As of March 31, 2018 , the share repurchase program had a remaining capacity of $198.9 million . |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Equity Incentive Plan The Company may issue share-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 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 for their services. 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, 2018 is as follows: 2018 Number of Weighted-Average Unvested at January 1, 700,325 $ 22.88 Granted 360,416 21.10 Vested (65,341 ) 24.10 Forfeited (2,479 ) 22.84 Unvested at March 31, 992,921 $ 22.15 For the three months ended March 31, 2018 and 2017, the Company recognized approximately $2.0 million and $2.0 million , respectively, of share-based compensation expense related to restricted share awards. As of March 31, 2018 , there was $19.6 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 2.8 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, 2018 and 2017 was approximately $1.4 million and $1.4 million , respectively. Performance Units In February 2017, the Company awarded 259,000 performance units with a grant date fair value of $14.93 per unit to certain employees. The performance units vest over a four -year period, including three years of performance-based vesting plus an additional one year of time-based vesting. In February 2018, the Company awarded 264,000 performance units with a grant date fair value of $13.99 per unit to certain employees. The performance units vest over a four -year period, including three years of performance-based vesting (the "2018 performance units measurement period") plus an additional one year of time-based vesting. These performance units may convert into restricted shares at a range of 25% to 150% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return and a relative total shareholder return over the measurement period at specified percentiles of the peer group, as defined by the award. If at the end of the 2018 performance units measurement period the target criterion is met, then 50% of the restricted shares will vest immediately. The remaining 50% will vest one year later. The award recipients will not be entitled to receive any dividends prior to the date of conversion. For any restricted shares issued upon conversion, the award recipient will be entitled to receive payment of an amount equal to all dividends that would have been paid if such restricted shares had been issued at the beginning of the 2018 performance units measurement period. The fair value of the performance units is determined using a Monte Carlo simulation with the following assumptions: a risk-free interest rate of 2.42% , volatility of 27.44% , and an expected term equal to the requisite service period for the awards. The Company estimated the compensation expense for the performance units on a straight line basis using a calculation that recognizes 50% of the grant date fair value over three years and 50% of the grant date fair value over four years . For the three months ended March 31, 2018 and 2017, the Company recognized approximately $0.5 million and $0.3 million , respectively, of share-based compensation expense related to the performance unit awards. As of March 31, 2018 , there was $7.5 million of total unrecognized compensation cost related to the performance unit awards and these costs are expected to be recognized over a weighted-average period of 2.8 years. As of March 31, 2018 , there were 3,102,567 Common Shares available for future grant under the 2015 Plan. |
Earnings per Common Share
Earnings per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
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 the participating shares, they would be deducted from net income attributable to common shareholders used in the basic and diluted earnings per share calculations. The limited partners’ outstanding OP Units (which may be redeemed for Common Shares 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, 2018 and 2017 , 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, 2018 2017 Numerator: Net income attributable to RLJ $ 23,689 $ 21,758 Less: Preferred dividends (6,279 ) — Less: Dividends paid on unvested restricted shares (328 ) (282 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 17,082 $ 21,476 Denominator: Weighted-average number of Common Shares - basic 174,193,671 123,734,173 Unvested restricted shares 75,144 107,227 Weighted-average number of Common Shares - diluted 174,268,815 123,841,400 Net income per share attributable to common shareholders - basic $ 0.10 $ 0.17 Net income per share attributable to common shareholders - diluted $ 0.10 $ 0.17 |
Supplemental Information to Sta
Supplemental Information to Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 2017 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 401,943 $ 451,010 Restricted cash reserves 76,380 61,538 Cash, cash equivalents, and restricted cash reserves $ 478,323 $ 512,548 Interest paid $ 32,257 $ 13,280 Income taxes paid $ 1,623 $ 212 Supplemental investing and financing transactions In conjunction with the sale of hotel properties, the Company recorded the following: Sale of hotel properties $ 119,200 $ — Transaction costs (2,587 ) (60 ) Operating prorations (537 ) — Proceeds from the sale of hotel properties, net $ 116,076 $ (60 ) Supplemental non-cash transactions Accrued capital expenditures $ 5,314 $ — |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 state 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, 2017 , included in the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018. The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interests in two joint ventures in which it holds an indirect 50% interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation. |
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 and comprehensive 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers , which supersedes or replaces nearly all GAAP revenue recognition guidance. The guidance establishes a new control-based revenue recognition model that changes the basis for deciding when revenue is recognized over time or at a point in time and expands the disclosures about revenue. The guidance also applies to sales of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. The Company adopted this standard on January 1, 2018 using the modified retrospective transition method. Accordingly, the Company's revenue beginning on January 1, 2018 is presented under ASC 606, while prior period revenue is reported under the accounting standards in effect for those historical periods. Based on the Company's assessment, the adoption of this standard did not have an impact to the Company's consolidated financial statements but it did result in additional disclosures in the notes to the consolidated financial statements. Refer to Note 7, Revenue , for the Company's disclosures about revenue. Substantially all of the Company's revenue is derived from the operation of hotel properties. The Company generates room revenue by renting hotel rooms to customers at its hotel properties. The Company generates food and beverage revenue from the sale of food and beverage to customers at its hotel properties. The Company generates other revenue from parking fees, golf, pool and other resort fees, gift shop sales and other guest service fees at its hotel properties. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company's contracts generally have a single performance obligation, such as renting a hotel room to a customer, or providing food and beverage to a customer, or providing a hotel property-related good or service to a customer. The Company's performance obligations are generally satisfied at a point in time. The Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company determines the standalone selling price based on the price it charges each customer for the use or consumption of the promised good or service. The Company's revenue is recognized when control of the promised good or service is transferred to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for the promised good or service. The revenue is recorded net of any sales and occupancy taxes collected from the customer. All rebates or discounts are recorded as a reduction to revenue, and there are no material contingent obligations with respect to rebates and discounts offered by the hotel properties. The timing of revenue recognition, billings, and cash collections results in the Company recognizing hotel and other receivables and advance deposits and deferred revenue on the consolidated balance sheet. Hotel and other receivables are recognized when the Company has provided a good or service to the customer but is only waiting for the passage of time before the customer submits consideration to the Company. Advance deposits and deferred revenue are recognized on the consolidated balance sheets when cash payments are received in advance of the Company satisfying its performance obligation. Advance deposits and deferred revenue consist of amounts that are refundable and non-refundable to the customer. The advance deposits and deferred revenue are recognized as revenue in the consolidated statements of operations and comprehensive income when the Company satisfies its performance obligation to the customer. For the majority of its goods or services and customers, the Company requires payment at the time the respective good or service is provided to the customer. The Company's payment terms vary by the type of customer and the goods or services offered to the customer. The Company applied a practical expedient to not disclose the value of unsatisfied performance obligations for contracts that have an original expected length of one year or less. Any contracts that have an original expected length of greater than one year are insignificant. An allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the existing accounts receivable portfolio and increases to the allowance for doubtful accounts are recorded as bad debt expense. The allowance for doubtful accounts is calculated as a percentage of the aged accounts receivable. |
Investment in Real Estate Properties [Policy Text Block] | Investment in Hotel Properties The Company’s acquisitions generally consist of land, land improvements, buildings, building improvements, furniture, fixtures and equipment ("FF&E"), and inventory. The Company may also acquire intangible assets or liabilities related to in-place leases, management agreements, franchise agreements and advanced bookings. The Company allocates the purchase price among the assets acquired and the liabilities assumed based on their respective fair values at the date of acquisition. The Company determines the fair value by using market data and independent appraisals available to us and making numerous estimates and assumptions. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The guidance clarifies the definition of a business by adding guidance to assist companies and other reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar identifiable asset(s), then the transaction is considered to be an asset acquisition (or disposition). As a result of this standard, the Company anticipates the majority of its hotel purchases will be considered asset acquisitions as opposed to business combinations, although the determination will be made on a transaction-by-transaction basis. Transaction costs associated with asset acquisitions will be capitalized rather than expensed as incurred. The Company adopted this guidance on January 1, 2018 on a prospective basis. The Company does not believe the accounting for each future acquisition (or disposal) of assets or a business will be materially different, therefore, the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. The Company’s investments in hotel properties are carried at cost and are depreciated using the straight-line method over the estimated useful lives of 15 years for land improvements, 15 years for building improvements, 40 years for buildings and three to five years for FF&E. Maintenance and repairs are expensed and major renewals or improvements to the hotel properties are capitalized. Indirect project costs, including interest, salaries and benefits, travel and other related costs that are directly attributable to the development, are also capitalized. Upon the sale or disposition of a hotel property, the asset and related accumulated depreciation accounts are removed and the related gain or loss is included in the gain or loss on sale of hotel properties in the consolidated statements of operations and comprehensive income. A sale or disposition of a hotel property that represents a strategic shift that has or will have a major effect on the Company's operations and financial results is presented as discontinued operations in the consolidated statements of operations and comprehensive income. The Company assesses the carrying value of its hotel properties whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The recoverability is measured by comparing the carrying amount to the estimated future undiscounted cash flows which take into account current market conditions and the Company’s intent with respect to holding or disposing of the hotel properties. If the Company’s analysis indicates that the carrying value is not recoverable on an undiscounted cash flow basis, the Company will recognize an impairment loss for the amount by which the carrying value exceeds the fair value. The fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions or third-party appraisals. Sale of Real Estate ASU 2014-09 also applies to the sale of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . This guidance clarifies that ASC 610-20 applies to the derecognition of nonfinancial assets, including real estate, and in substance nonfinancial assets, which are defined as assets or a group of assets for which substantially all of the fair value consists of nonfinancial assets and the group or subsidiary is not a business. As a result of this guidance, sales and partial sales of real estate assets will be accounted for similar to all other sales of nonfinancial and in substance nonfinancial assets. The Company adopted this guidance on January 1, 2018 using the modified retrospective transition method. Based on the Company's assessment, the adoption of this guidance did not have an impact on the Company's consolidated financial statements. |
Share-Based Compensation | 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 for their services. 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The 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. Leases with a term of 12 months or less will be accounted for similar to the existing guidance today for operating leases. Lessors will classify their leases using an approach that is substantially equivalent to the existing guidance today for operating, direct financing, or sales-type leases. Lessors may only capitalize the incremental direct costs of leasing, so any indirect costs of leasing will be expensed as incurred. The guidance requires an entity to separate the lease components from the non-lease components in a contract, with the lease components being accounted for in accordance with ASC 842 and the non-lease components being accounted for in accordance with other applicable accounting 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 will adopt this new standard on January 1, 2019. The Company has not yet completed its analysis on this standard, but it believes the application of the new standard will result in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet for each of its ground leases and equipment leases, which represent the majority of the Company's current operating lease payments. The Company does not expect the adoption of this standard will materially affect its consolidated statements of operations and comprehensive income. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The guidance amends the hedge accounting recognition and presentation requirements in ASC 815. The guidance is meant to simplify the application of hedge accounting and better align the financial reporting for hedging activities with the entity's economic and risk management activities. Under the new guidance, all changes in the fair value of highly effective cash flow hedges will be recorded in other comprehensive income and they will be reclassified to earnings when the hedged item impacts earnings. 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 expects to adopt this new standard on January 1, 2019. Based on the Company's assessment, the adoption of this standard will not have a material impact on the Company's consolidated financial statements. |
Management Agreements | Management Agreements As of March 31, 2018 , 155 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 44 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, Marriott, Wyndham, and other hotel brands. 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 between 2.0% and 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 and comprehensive income. |
Franchise Agreements | Franchise Agreements As of March 31, 2018 , 110 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from 10 to 30 years. This number excludes 44 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, Marriott, Wyndham, and other hotel brands. In addition, The Knickerbocker is not operated with a hotel brand so the hotel does not have a franchise agreement. Franchise agreements allow the hotel 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 of generally 3.0% of food and beverage revenues. Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. |
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 the participating shares, they would be deducted from net income attributable to common shareholders used in the basic and diluted earnings per share calculations. The limited partners’ outstanding OP Units (which may be redeemed for Common Shares 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, 2018 and 2017 , since the limited partners’ share of income would also be added back to net income attributable to common shareholders. |
Merger with FelCor Lodging Tr24
Merger with FelCor Lodging Trust Incorporated (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] | The total consideration consisted of the following (in thousands): Total Consideration Common Shares $ 1,016,227 Series A Preferred Shares 366,936 OP Units 4,342 Cash, net of cash, cash equivalents, and restricted cash reserves acquired 24,883 Total consideration $ 1,412,388 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The total consideration consisted of the following (in thousands): Total Consideration Common Shares $ 1,016,227 Series A Preferred Shares 366,936 OP Units 4,342 Cash, net of cash, cash equivalents, and restricted cash reserves acquired 24,883 Total consideration $ 1,412,388 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The Company allocated the purchase price consideration as follows (in thousands): August 31, 2017 Investment in hotel properties $ 2,661,114 Investment in unconsolidated joint ventures 25,651 Hotel and other receivables 28,308 Deferred income tax assets 58,170 Intangible assets 139,673 Prepaid expenses and other assets 23,811 Debt (1,305,337 ) Accounts payable and other liabilities (118,360 ) Advance deposits and deferred revenue (23,795 ) Accrued interest (22,612 ) Distributions payable (4,312 ) Noncontrolling interest in consolidated joint ventures (5,493 ) Preferred equity in a consolidated joint venture (44,430 ) Total consideration $ 1,412,388 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The Company recognized the following intangible assets in the Mergers (dollars in thousands): Weighted Average Amortization Period (in Years) Below market ground leases $ 118,050 54 Advanced bookings 13,862 1 Other intangible assets 7,761 6 Total intangible assets $ 139,673 46 |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investment in hotel properties | Investment in hotel properties consisted of the following (in thousands): March 31, 2018 December 31, 2017 Land and improvements $ 1,257,386 $ 1,275,030 Buildings and improvements 4,807,233 4,890,266 Furniture, fixtures and equipment 759,171 756,546 6,823,790 6,921,842 Accumulated depreciation (1,186,857 ) (1,129,917 ) Investment in hotel properties, net $ 5,636,933 $ 5,791,925 |
Investment in Unconsolidated 26
Investment in Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of components of investments in unconsolidated joint ventures [Abstract] | |
Schedule of Components of Investment In Unconsolidated Entities [Table Text Block] | The following table summarizes the components of the Company's investments in unconsolidated joint ventures (in thousands): March 31, 2018 Equity basis of the joint venture investments $ (11 ) Cost of the joint venture investments in excess of the joint venture book value 23,265 Investment in unconsolidated joint ventures $ 23,254 |
Schedule of Components of Equity In Income (Loss) from Unconsolidated Entities [Table Text Block] | The following table summarizes the components of the Company's equity in loss from unconsolidated joint ventures (in thousands): For the three months ended March 31, 2018 Unconsolidated joint ventures net loss attributable to the Company $ (14 ) Depreciation of cost in excess of book value (367 ) Equity in loss from unconsolidated joint ventures $ (381 ) |
Sale of Hotel Properties (Table
Sale of Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of property disposed during period | The following table discloses the hotel properties that were sold during the three months ended March 31, 2018 : Hotel Property Name Location Sale Date Rooms Embassy Suites Boston Marlborough Marlborough, MA February 21, 2018 229 Sheraton Philadelphia Society Hill Hotel Philadelphia, PA March 27, 2018 364 Total 593 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The Company recognized revenue from the following geographic markets (in thousands): For the three months ended March 31, 2018 For the three months ended March 31, 2017 Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Northern California $ 54,269 $ 5,360 $ 1,737 $ 61,366 $ 22,095 $ 1,240 $ 533 $ 23,868 South Florida 46,780 5,732 1,829 54,341 27,496 3,612 1,218 32,326 Southern California 30,413 4,128 1,926 36,467 13,087 1,096 427 14,610 Austin 23,674 2,497 912 27,083 21,615 2,408 600 24,623 New York City 22,640 2,786 914 26,340 13,399 864 611 14,874 Houston 16,580 981 929 18,490 15,334 747 714 16,795 Denver 14,648 3,039 232 17,919 14,787 3,007 291 18,085 Chicago 12,943 2,932 374 16,249 11,659 2,884 371 14,914 Washington, DC 14,809 652 523 15,984 15,451 683 513 16,647 Louisville 8,258 3,103 473 11,834 9,046 3,690 530 13,266 Other 112,631 20,985 9,904 143,520 60,996 6,460 2,768 70,224 Total $ 357,645 $ 52,195 $ 19,753 $ 429,593 $ 224,965 $ 26,691 $ 8,576 $ 260,232 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consisted of the following (in thousands): March 31, 2018 December 31, 2017 Senior Notes $ 508,866 $ 1,062,716 Revolver and Term Loans, net 1,467,895 1,170,954 Mortgage loans, net 644,976 646,818 Debt, net $ 2,621,737 $ 2,880,488 |
Schedule of Revolver and Term Loans | The Company's unsecured credit agreements consisted of the following (in thousands): Outstanding Borrowings at Interest Rate at March 31, 2018 (1) Maturity Date March 31, 2018 December 31, 2017 Revolver (2) 3.38% April 2020 $ 300,000 $ — $400 Million Term Loan Maturing 2021 3.03% April 2021 400,000 400,000 $150 Million Term Loan Maturing 2022 3.43% January 2022 150,000 150,000 $400 Million Term Loan Maturing 2023 3.14% January 2023 400,000 400,000 $225 Million Term Loan Maturing 2023 3.44% January 2023 225,000 225,000 1,475,000 1,175,000 Deferred financing costs, net (3) (7,105 ) (4,046 ) Total Revolver and Term Loans, net $ 1,467,895 $ 1,170,954 (1) Interest rate at March 31, 2018 gives effect to interest rate hedges. (2) At March 31, 2018 and December 31, 2017 , there was $300.0 million and $600.0 million , respectively, of borrowing capacity on the Revolver. The Company has the ability to further increase the borrowing capacity to $750.0 million , subject to certain lender requirements. (3) Excludes $2.3 million and $2.6 million as of March 31, 2018 and December 31, 2017 , respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. |
Schedule of mortgage loans | The Company's mortgage loans consisted of the following (in thousands): Principal balance at Lender Number of Assets Encumbered Interest Rate at March 31, 2018 (1) Maturity Date March 31, 2018 December 31, 2017 Wells Fargo (2) 4 4.06% October 2018 (4) 150,000 150,000 Wells Fargo (5) 4 4.04% March 2019 (3) $ 142,500 $ 143,250 PNC Bank (2) (6) 5 3.98% March 2021 (7) 85,000 85,000 Wells Fargo (8) 1 5.25% June 2022 32,675 32,882 PNC Bank/Wells Fargo (9) 4 4.95% October 2022 120,131 120,893 Prudential (10) 1 4.94% October 2022 30,132 30,323 Scotiabank (2) (11) 1 LIBOR + 3.00% November 2018 85,294 85,404 20 645,732 647,752 Deferred financing costs, net (756 ) (934 ) Total mortgage loans, net $ 644,976 $ 646,818 (1) Interest rate at March 31, 2018 gives effect to interest rate hedges. (2) Requires payments of interest only through maturity. (3) In March 2018, the Company extended the maturity date for a one-year term. The maturity date may be extended for three additional one -year terms at the Company’s option, subject to certain lender requirements. (4) The maturity date may be extended for three one -year terms at the Company's option, subject to certain lender requirements. (5) Two of the four hotels encumbered by the Wells Fargo loan are cross-collateralized. (6) The five hotels encumbered by the PNC Bank loan are cross-collateralized. (7) The maturity date may be extended for two one -year terms at the Company’s option, subject to certain lender requirements. (8) Includes $0.8 million and $0.8 million at March 31, 2018 and December 31, 2017 , respectively, related to a fair value adjustment on mortgage debt assumed in conjunction with an acquisition. (9) Includes $2.9 million and $3.0 million at March 31, 2018 and December 31, 2017 , respectively, related to fair value adjustments on the mortgage loans that were assumed in the Mergers. (10) Includes $0.7 million and $0.7 million at March 31, 2018 and December 31, 2017 , respectively, related to a fair value adjustment on the mortgage loan that was assumed in the Mergers. (11) Includes $0.3 million and $0.4 million at March 31, 2018 and December 31, 2017 , respectively, related to a fair value adjustment on the mortgage loan that was assumed in the Mergers. |
Schedule of Interest Expense Components | The components of the Company's interest expense consisted of the following (in thousands): For the three months ended March 31, 2018 2017 Senior Notes $ 10,587 $ — Revolver and Term Loans 10,578 9,517 Mortgage loans 6,607 3,968 Amortization of deferred financing costs 929 843 Total interest expense $ 28,701 $ 14,328 |
Schedule of Senior Notes [Table Text Block] | The Company's senior secured notes and the senior unsecured notes are collectively the "Senior Notes". The Company's Senior Notes consisted of the following (in thousands): Outstanding Borrowings at Number of Assets Encumbered Interest Rate Maturity Date March 31, 2018 December 31, 2017 Senior secured notes (1) (2) (3) 9 5.63% March 2023 $ — $ 552,669 Senior unsecured notes (1) (2) (4) — 6.00% June 2025 508,866 510,047 Total Senior Notes $ 508,866 $ 1,062,716 (1) Requires payments of interest only through maturity. (2) The senior secured notes include $28.7 million at December 31, 2017, and the senior unsecured notes include $33.9 million and $35.1 million at March 31, 2018 and December 31, 2017 , respectively, related to fair value adjustments on the Senior Notes that were assumed in the Mergers. (3) On March 9, 2018 (the "Redemption Date"), the Company completed the early redemption of the senior secured notes in full for an aggregate amount of approximately $539.0 million , which included the redemption price of 102.813% for the outstanding principal amount. The Company recognized a gain of approximately $7.7 million on the early redemption, which is included in gain on extinguishment of indebtedness in the accompanying consolidated statements of operations and comprehensive income. The gain on extinguishment of indebtedness excludes $5.1 million related to two hotel properties that were sold during the three months ended March 31, 2018 that is included in loss on sale of hotel properties in the accompanying consolidated statement of operations and comprehensive income. (4) The Company has the option to redeem the senior unsecured notes beginning June 1, 2020 at a premium of 103.0% . |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate swaps | he Company's interest rate swaps consisted of the following (in thousands): Notional value at Fair value at Hedge type Interest rate Maturity March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Swap-cash flow 1.56% March 2018 $ — $ 175,000 $ — $ (38 ) Swap-cash flow 1.64% March 2018 — 175,000 — (71 ) Swap-cash flow 1.83% September 2018 15,675 15,758 9 (23 ) Swap-cash flow 1.75% September 2018 15,675 15,758 16 (14 ) Swap-cash flow 1.83% September 2018 38,475 38,678 23 (57 ) Swap-cash flow 1.75% September 2018 39,425 39,632 39 (35 ) Swap-cash flow 1.83% September 2018 17,100 17,190 10 (25 ) Swap-cash flow 1.75% September 2018 16,150 16,235 16 (14 ) Swap-cash flow 2.02% March 2019 125,000 125,000 85 (383 ) Swap-cash flow 1.94% March 2019 100,000 100,000 143 (213 ) Swap-cash flow 1.27% March 2019 125,000 125,000 1,088 836 Swap-cash flow 1.96% March 2019 100,000 100,000 141 (230 ) Swap-cash flow 1.85% March 2019 50,000 50,000 130 (43 ) Swap-cash flow 1.81% March 2019 50,000 50,000 150 (19 ) Swap-cash flow 1.74% March 2019 25,000 25,000 93 13 Swap-cash flow (1) 1.80% September 2020 33,000 33,000 417 202 Swap-cash flow (1) 1.80% September 2020 82,000 82,000 1,037 502 Swap-cash flow (1) 1.80% September 2020 35,000 35,000 443 214 Swap-cash flow 1.81% October 2020 143,000 143,000 2,175 803 Swap-cash flow 1.15% April 2021 100,000 100,000 3,958 2,880 Swap-cash flow 1.20% April 2021 100,000 100,000 3,804 2,726 Swap-cash flow 2.15% April 2021 75,000 75,000 665 (144 ) Swap-cash flow 1.91% April 2021 75,000 75,000 1,223 415 Swap-cash flow 1.61% June 2021 50,000 50,000 1,363 769 Swap-cash flow 1.56% June 2021 50,000 50,000 1,456 869 Swap-cash flow 1.71% June 2021 50,000 50,000 1,205 598 Swap-cash flow (2) 2.29% December 2022 200,000 200,000 2,560 (413 ) Swap-cash flow (2) 2.29% December 2022 125,000 125,000 1,612 (259 ) Swap-cash flow (2) 2.38% December 2022 200,000 — 1,893 — Swap-cash flow (2) 2.38% December 2022 100,000 — 949 — $ 2,135,500 $ 2,186,251 $ 26,703 $ 8,846 (1) Effective between the maturity of the existing swaps in September 2018 and September 2020. (2) |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | The fair value of the Company's debt was as follows (in thousands): March 31, 2018 December 31, 2017 Carrying Value Fair Value Carrying Value Fair Value Senior Notes $ 508,866 $ 496,169 $ 1,062,716 $ 1,038,892 Revolver and Term Loans, net 1,467,895 1,475,000 1,170,954 1,179,052 Mortgage loans, net 644,976 642,717 646,818 643,078 Debt, net $ 2,621,737 $ 2,613,886 $ 2,880,488 $ 2,861,022 |
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, 2018 (in thousands): Fair Value at March 31, 2018 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 26,703 $ — $ 26,703 Interest rate swap liability — — — — Total $ — $ 26,703 $ — $ 26,703 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, 2017 (in thousands): Fair Value at December 31, 2017 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 10,827 $ — $ 10,827 Interest rate swap liability — (1,981 ) — (1,981 ) Total $ — $ 8,846 $ — $ 8,846 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restricted share awards | |
Equity Incentive Plan | |
Summary of the unvested restricted shares | A summary of the unvested restricted shares as of March 31, 2018 is as follows: 2018 Number of Weighted-Average Unvested at January 1, 700,325 $ 22.88 Granted 360,416 21.10 Vested (65,341 ) 24.10 Forfeited (2,479 ) 22.84 Unvested at March 31, 992,921 $ 22.15 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 2017 Numerator: Net income attributable to RLJ $ 23,689 $ 21,758 Less: Preferred dividends (6,279 ) — Less: Dividends paid on unvested restricted shares (328 ) (282 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 17,082 $ 21,476 Denominator: Weighted-average number of Common Shares - basic 174,193,671 123,734,173 Unvested restricted shares 75,144 107,227 Weighted-average number of Common Shares - diluted 174,268,815 123,841,400 Net income per share attributable to common shareholders - basic $ 0.10 $ 0.17 Net income per share attributable to common shareholders - diluted $ 0.10 $ 0.17 |
Supplemental Information to S34
Supplemental Information to Statements of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental information to statements of cash flows | For the three months ended March 31, 2018 2017 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 401,943 $ 451,010 Restricted cash reserves 76,380 61,538 Cash, cash equivalents, and restricted cash reserves $ 478,323 $ 512,548 Interest paid $ 32,257 $ 13,280 Income taxes paid $ 1,623 $ 212 Supplemental investing and financing transactions In conjunction with the sale of hotel properties, the Company recorded the following: Sale of hotel properties $ 119,200 $ — Transaction costs (2,587 ) (60 ) Operating prorations (537 ) — Proceeds from the sale of hotel properties, net $ 116,076 $ (60 ) Supplemental non-cash transactions Accrued capital expenditures $ 5,314 $ — |
Organization (Details)
Organization (Details) | 3 Months Ended | |
Mar. 31, 2018propertystateroomshares | Aug. 31, 2017Rooms | |
Sale of Stock | ||
OP units outstanding (in units) | shares | 175,979,854 | |
Company's Ownership interest in OP units through a combination of direct and indirect interests (as a percent) | 99.60% | |
Number of properties owned | 156 | |
Number of hotel rooms owned | room | 30,400 | |
Number of states in which hotels owned by the entity are located | state | 26 | |
Hotel property ownership interest (as a percent) | 100.00% | |
Doubletree Metropolitan Hotel New York City (Joint Venture) | ||
Sale of Stock | ||
Hotel property ownership interest (as a percent) | 98.30% | |
FelCor Lodging Trust [Member] | ||
Sale of Stock | ||
Number of hotel rooms owned | Rooms | 11,215 | |
Consolidated Properties [Member] | ||
Sale of Stock | ||
Number of properties owned | 154 | |
Unconsolidated Properties [Member] | ||
Sale of Stock | ||
Number of properties owned | 2 | |
Hotel property ownership interest (as a percent) | 50.00% | |
Leased Hotel Properties [Member] | ||
Sale of Stock | ||
Number of properties owned | 155 | |
Ninety Five Percent Owned [Member] | Partially Owned Properties [Member] | ||
Sale of Stock | ||
Hotel property ownership interest (as a percent) | 95.00% | |
Fifty Percent Owned [Member] | Partially Owned Properties [Member] | ||
Sale of Stock | ||
Hotel property ownership interest (as a percent) | 50.00% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details) $ in Millions | Mar. 31, 2018USD ($)joint_venture | Dec. 31, 2017USD ($) |
Summary of Significant Accounting Policies | ||
Real Estate Interests, Number of Joint Ventures | joint_venture | 2 | |
Noncontrolling Interest | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
Accounting Standards Update 2015-03 | Prepaid expenses and other assets | ||
Summary of Significant Accounting Policies | ||
Deferred financing costs | $ | $ 2.3 | $ 2.6 |
Merger with FelCor Lodging Tr37
Merger with FelCor Lodging Trust Incorporated (Details) | Aug. 31, 2017USD ($)Rooms$ / sharesshares | Mar. 31, 2018USD ($)room$ / shares | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017$ / shares |
Business Acquisition [Line Items] | ||||
Off-market Lease, Unfavorable | $ | $ 15,489,544 | |||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | room | 30,400 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Payments to Acquire Businesses, Net of Cash Acquired | $ | $ 24,883,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | 0.01 | ||
Number of Businesses Acquired | 37 | |||
Business Combination, Consideration Transferred | $ | $ 1,412,388,000 | |||
Below Market Lease, Gross | $ | 118,050,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 46 years | |||
Advanced Bookings | $ | 13,862,000 | |||
Other Intangible Assets, Gross | $ | 7,761,000 | |||
Total intangible assets | $ | 139,673,000 | |||
Integration costs in a business combination | $ | $ 1,283,308 | |||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 1,016,227,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 50,400,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Share Price | $ / shares | $ 20.18 | |||
Series A Cumulative Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 366,936,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 12,879,475 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Share Price | $ / shares | $ 28.49 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||
Partnership Interest [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 4,342,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Share Price | $ / shares | $ 20.18 | |||
Business Acquisition, Common Units Issued or Issuable, Number of Units | shares | 215,152 | |||
DoubleTree Suites by Hilton Austin [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 188 | |||
DoubleTree Suites by Hilton Orlando - Lake Buena Vista [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 229 | |||
Embassy Suites Atlanta Buckhead [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 316 | |||
Embassy Suites Birmingham [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 242 | |||
Embassy Suites Boston Marlborough [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 229 | |||
Embassy Suites Dallas Love Field [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 248 | |||
Embassy Suites Deerfield Beach [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 244 | |||
Embassy Suites Fort Lauderdale 17th Street [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 361 | |||
Embassy Suites Los Angeles International Airport South [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 349 | |||
Embassy Suites Mandalay Beach [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 250 | |||
Embassy Suites Miami International Airport [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 318 | |||
Embassy Suites Milpitas Silicon Valley [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 266 | |||
Embassy Suites Minneapolis Airport [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 310 | |||
Embassy Suites Myrtle Beach [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 255 | |||
Embassy Suites Napa Valley [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 205 | |||
Embassy Suites Orlando International Drive [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 244 | |||
Embassy Suites Phoenix Biltmore [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 232 | |||
Embassy Suites San Francisco Airport South San Francisco [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 312 | |||
Embassy Suites San Francisco Airport Waterfront [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 340 | |||
Embassy Suites Secaucus [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 50.00% | |||
Number of Units in Real Estate Property | 261 | |||
Hilton Myrtle Beach Resort [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 385 | |||
Holiday Inn San Francisco Fisherman's Wharf [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 585 | |||
San Francisco Marriott Union Square [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 400 | |||
Sheraton Burlington Hotel & Conference Center [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 309 | |||
Sheraton Philadelphia Society Hill Hotel [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 364 | |||
Fairmont Copley Plaza [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 383 | |||
The Knickerbocker New York [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 95.00% | |||
Number of Units in Real Estate Property | 330 | |||
Mills House Wyndham Grand Hotel [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 216 | |||
Vinoy Renaissance St. Petersburg Resort & Golf Club [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 361 | |||
Wyndham Boston Beacon Hill [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 304 | |||
Wyndham Houston Medical Center [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 287 | |||
Wyndham New Orleans French Quarter [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 374 | |||
Wyndham Philadelphia Historic District [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 364 | |||
Wyndham Pittsburgh University Center [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 251 | |||
Wyndham San Diego Bayside [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 600 | |||
Wyndham Santa Monica At The Pier [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 100.00% | |||
Number of Units in Real Estate Property | 132 | |||
FelCor Lodging LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Real Estate Investment, Net | $ | $ 2,661,114,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equity Method Investments | $ | 25,651,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ | 28,308,000 | |||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | $ | 58,170,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ | 139,673,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | $ | 23,811,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ | (1,305,337,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts payable and other liabilities | $ | (118,360,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Advance deposits and deferred revenue | $ | (23,795,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued interest | $ | (22,612,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Distributions payable | $ | (4,312,000) | |||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling interest in consolidated joint ventures, at fair value | $ | 5,493,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Preferred equity in a consolidated joint venture | $ | 44,430,000 | |||
Debt Instrument, Fair Value Adjustment, Net | $ | $ 71,700,000 | |||
FelCor Lodging Trust [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Units in Real Estate Property | 11,215 | |||
Chateau LeMoyne French Quarter, New Orleans [Member] | ||||
Business Acquisition [Line Items] | ||||
Real Estate Properties, Ownership Interest, Percentage | 50.00% | |||
Number of Units in Real Estate Property | 171 | |||
FelCor Lodging Trust [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||
Common Stock, Conversion Basis | 0.362 | |||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ / shares | $ 1.95 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | 0.01 | |||
RLJ Lodging Trust [Member] | Series A Cumulative Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ / shares | $ 1.95 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||
Below market ground leases [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 54 years | |||
Other finite-lived intangible assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | |||
Advanced Bookings [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | |||
Embassy Suites Boston Marlborough [Member] | ||||
Business Acquisition [Line Items] | ||||
Sales of Real Estate | $ | $ 23,700,000 | |||
Fairmont Copley Plaza [Member] | ||||
Business Acquisition [Line Items] | ||||
Sales of Real Estate | $ | $ 170,000,000 | |||
Sheraton Philadelphia Society Hill Hotel [Member] | ||||
Business Acquisition [Line Items] | ||||
Sales of Real Estate | $ | $ 95,500,000 |
Investment in Hotel Propertie38
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Land and improvements | $ 1,257,386 | $ 1,275,030 | |
Buildings and improvements | 4,807,233 | 4,890,266 | |
Furniture, fixtures and equipment | 759,171 | 756,546 | |
Investment in hotel properties, gross | 6,823,790 | 6,921,842 | |
Accumulated depreciation | (1,186,857) | (1,129,917) | |
Investment in hotel properties, net | 5,636,933 | $ 5,791,925 | |
Depreciation and amortization expense related to investment in hotel and other properties, excluding discontinued operations | (58,800) | $ (38,600) | |
Impairment loss | $ 0 | $ 0 |
Investment in Unconsolidated 39
Investment in Unconsolidated Joint Ventures (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)property | Mar. 31, 2017USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Income (Loss) from Equity Method Investments | $ (381) | $ 0 |
Equity Method Investments | $ 23,254 | |
Equity Method Investment, Ownership Percentage | 50.00% | |
Number of Real Estate Properties | property | 156 | |
Unconsolidated Properties [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
Number of Real Estate Properties | property | 2 | |
Equity Method Investments [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (Loss) from Equity Method Investments | $ (14) | |
Equity Method Investments | (11) | |
Cost in Excess of Book Value of Hotel Investments [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (Loss) from Equity Method Investments | (367) | |
Equity Method Investments | $ 23,265 |
Sale of Hotel Properties (Narra
Sale of Hotel Properties (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)hotel | Mar. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Hotel properties sold, Number | hotel | 2 | |
Disposal of hotel properties | $ 119,200 | |
Loss on sale of hotel properties | (3,734) | $ (60) |
Gain (Loss) on Extinguishment of Debt | 7,659 | $ 0 |
Embassy Suites Boston Marlborough & Sheraton Philadelphia Society Hill [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain (Loss) on Extinguishment of Debt | $ 5,100 |
Sale of Hotel Properties (Sched
Sale of Hotel Properties (Schedule of Properties Disposed) (Details) - room | Mar. 31, 2018 | Mar. 27, 2018 | Feb. 21, 2018 |
Embassy Suites Boston Marlborough [Member] | |||
Discontinued operations | |||
Property disposed, number of rooms | 229 | ||
Sheraton Philadelphia Society Hill Hotel [Member] | |||
Discontinued operations | |||
Property disposed, number of rooms | 364 | ||
Disposals 2018 [Member] | |||
Discontinued operations | |||
Property disposed, number of rooms | 593 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Room revenue | $ 357,645 | $ 224,965 |
Food and beverage revenue | 52,195 | 26,691 |
Other revenue | 19,753 | 8,576 |
Revenues | 429,593 | 260,232 |
Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 54,269 | 22,095 |
Food and beverage revenue | 5,360 | 1,240 |
Other revenue | 1,737 | 533 |
Revenues | 61,366 | 23,868 |
South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 46,780 | 27,496 |
Food and beverage revenue | 5,732 | 3,612 |
Other revenue | 1,829 | 1,218 |
Revenues | 54,341 | 32,326 |
Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 30,413 | 13,087 |
Food and beverage revenue | 4,128 | 1,096 |
Other revenue | 1,926 | 427 |
Revenues | 36,467 | 14,610 |
Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 23,674 | 21,615 |
Food and beverage revenue | 2,497 | 2,408 |
Other revenue | 912 | 600 |
Revenues | 27,083 | 24,623 |
New York City | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 22,640 | 13,399 |
Food and beverage revenue | 2,786 | 864 |
Other revenue | 914 | 611 |
Revenues | 26,340 | 14,874 |
Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 16,580 | 15,334 |
Food and beverage revenue | 981 | 747 |
Other revenue | 929 | 714 |
Revenues | 18,490 | 16,795 |
Denver, Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 14,648 | 14,787 |
Food and beverage revenue | 3,039 | 3,007 |
Other revenue | 232 | 291 |
Revenues | 17,919 | 18,085 |
Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 12,943 | 11,659 |
Food and beverage revenue | 2,932 | 2,884 |
Other revenue | 374 | 371 |
Revenues | 16,249 | 14,914 |
Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 14,809 | 15,451 |
Food and beverage revenue | 652 | 683 |
Other revenue | 523 | 513 |
Revenues | 15,984 | 16,647 |
Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 8,258 | 9,046 |
Food and beverage revenue | 3,103 | 3,690 |
Other revenue | 473 | 530 |
Revenues | 11,834 | 13,266 |
Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Room revenue | 112,631 | 60,996 |
Food and beverage revenue | 20,985 | 6,460 |
Other revenue | 9,904 | 2,768 |
Revenues | $ 143,520 | $ 70,224 |
Debt (Senior Notes, Term Loans,
Debt (Senior Notes, Term Loans, and Revolver) (Details) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2018USD ($)asset | Mar. 31, 2018USD ($)asset | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Debt | ||||
Repayments of Senior Notes | $ 539,028,000 | $ 0 | ||
Gain (Loss) on Extinguishment of Debt | 7,659,000 | $ 0 | ||
Debt, net | $ 2,621,737,000 | 2,621,737,000 | $ 2,880,488,000 | |
Unsecured Debt, Gross | 1,475,000,000 | 1,475,000,000 | 1,175,000,000 | |
Unamortized debt issuance costs on term loans | (7,105,000) | (7,105,000) | (4,046,000) | |
Line of credit, future borrowing capacity if extended | 750,000,000 | |||
Senior Notes [Member] | ||||
Debt | ||||
Long-term Debt, Gross | $ 508,866,000 | $ 508,866,000 | 1,062,716,000 | |
Secured Debt [Member] | ||||
Debt | ||||
Number of Assets Encumbered | asset | 20 | 20 | ||
Secured Debt | $ 644,976,000 | $ 644,976,000 | 646,818,000 | |
Unsecured Debt [Member] | ||||
Debt | ||||
Unsecured Debt | $ 1,467,895,000 | $ 1,467,895,000 | 1,170,954,000 | |
Five Point Six Three Percent Due March 2023 [Member] | Secured Debt [Member] | ||||
Debt | ||||
Number of Assets Encumbered | asset | 9 | 9 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | 5.625% | ||
Long-term Debt, Gross | $ 0 | $ 0 | 552,669,000 | |
Six Point Zero Zero Percent Due June 2025 [Member] | Unsecured Debt [Member] | ||||
Debt | ||||
Number of Assets Encumbered | asset | 0 | 0 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||
Long-term Debt, Gross | $ 508,866,000 | $ 508,866,000 | 510,047,000 | |
Senior Unsecured Notes [Member] | ||||
Debt | ||||
Debt Instrument, Redemption Price, Percentage | 103.00% | |||
Senior Secured Notes [Member] | ||||
Debt | ||||
Debt Instrument, Redemption Price, Percentage | 102.813% | |||
The Revolver | Line of Credit | ||||
Debt | ||||
Maximum borrowing capacity | $ 600,000,000 | $ 600,000,000 | ||
Additional maturity term | 1 year | |||
Unsecured Debt | $ 300,000,000 | $ 300,000,000 | 0 | |
Interest Rate | 3.38% | 3.38% | ||
Remaining borrowing capacity | $ 300,000,000 | $ 300,000,000 | 600,000,000 | |
$400 Million Term Loan Maturing 2019 | Unsecured Debt [Member] | ||||
Debt | ||||
Maximum borrowing capacity | 400,000,000 | 400,000,000 | ||
Unsecured Debt | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |
Interest Rate | 3.14% | 3.14% | ||
$225 Million Term Loan Maturing 2019 | Unsecured Debt [Member] | ||||
Debt | ||||
Maximum borrowing capacity | $ 225,000,000 | $ 225,000,000 | ||
Unsecured Debt | $ 225,000,000 | $ 225,000,000 | 225,000,000 | |
Interest Rate | 3.44% | 3.44% | ||
$400 Million Term Loan Maturing 2021 | Unsecured Debt [Member] | ||||
Debt | ||||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | ||
Unsecured Debt | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |
Interest Rate | 3.03% | 3.03% | ||
$150 Million Term Loan Maturing 2022 | Unsecured Debt [Member] | ||||
Debt | ||||
Maximum borrowing capacity | $ 150,000,000 | $ 150,000,000 | ||
Unsecured Debt | $ 150,000,000 | $ 150,000,000 | 150,000,000 | |
Interest Rate | 3.43% | 3.43% | ||
Senior Secured Notes [Member] | Secured Debt [Member] | ||||
Debt | ||||
Debt Instrument, Fair Value Adjustment, Net | 28,700,000 | |||
Senior Unsecured Notes [Member] | Unsecured Debt [Member] | ||||
Debt | ||||
Debt Instrument, Fair Value Adjustment, Net | $ 33,900,000 | $ 33,900,000 | 35,100,000 | |
Embassy Suites Boston Marlborough & Sheraton Philadelphia Society Hill [Member] | ||||
Debt | ||||
Gain (Loss) on Extinguishment of Debt | 5,100,000 | |||
Prepaid expenses and other assets | Accounting Standards Update 2015-03 | ||||
Debt | ||||
Deferred financing costs | $ 2,300,000 | $ 2,300,000 | $ 2,600,000 |
Debt (Mortgage Loans) (Details)
Debt (Mortgage Loans) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)termassethotel | Dec. 31, 2017USD ($) | |
Debt | ||
Mortgage loans, gross | $ 645,732 | $ 647,752 |
Unamortized debt issuance costs on mortgage loans | $ (756) | (934) |
Secured Debt [Member] | ||
Debt | ||
Number of Assets Encumbered | asset | 20 | |
Mortgage loans, net | $ 644,976 | 646,818 |
Secured Debt [Member] | LIBOR Plus Three Point Zero Zero Percent Due November 2017 [Member] | ||
Debt | ||
Debt Instrument, Fair Value Adjustment, Net | 300 | 400 |
Secured Debt [Member] | Four Point Nine Four Percent Due October 2022 [Member] | ||
Debt | ||
Debt Instrument, Fair Value Adjustment, Net | $ 700 | 700 |
Secured Debt [Member] | Wells Fargo Lender 2 [Member] | ||
Debt | ||
Number of Assets Encumbered | asset | 4 | |
Interest Rate | 4.06% | |
Mortgage loans, net | $ 150,000 | 150,000 |
Number of additional maturity terms | term | 3 | |
Secured Debt [Member] | Wells Fargo 1 | ||
Debt | ||
Number of Assets Encumbered | asset | 4 | |
Interest Rate | 4.04% | |
Mortgage loans, net | $ 142,500 | 143,250 |
Number of hotels encumbered by loans that are cross-collateralized | hotel | 2 | |
Additional maturity term | 1 year | |
Number of additional maturity terms | term | 3 | |
Secured Debt [Member] | PNC Bank | ||
Debt | ||
Number of Assets Encumbered | asset | 5 | |
Interest Rate | 3.98% | |
Mortgage loans, net | $ 85,000 | 85,000 |
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 [Member] | Wells Fargo 3 | ||
Debt | ||
Number of Assets Encumbered | asset | 1 | |
Interest Rate | 5.25% | |
Mortgage loans, net | $ 32,675 | 32,882 |
Debt Instrument, Fair Value Adjustment, Net | 800 | 800 |
Secured Debt [Member] | Four Point Nine Five Percent Due October 2022 [Member] | ||
Debt | ||
Debt Instrument, Fair Value Adjustment, Net | $ 2,900 | 3,000 |
Four Point Nine Five Percent Due October 2022 [Member] | Secured Debt [Member] | ||
Debt | ||
Number of Assets Encumbered | asset | 4 | |
Mortgage loans, net | $ 120,131 | 120,893 |
Debt Instrument, Interest Rate, Stated Percentage | 4.95% | |
The Revolver | Line of Credit | ||
Debt | ||
Interest Rate | 3.38% | |
Additional maturity term | 1 year | |
Remaining borrowing capacity | $ 300,000 | 600,000 |
Four Point Nine Four Percent Due October 2022 [Member] | Secured Debt [Member] | ||
Debt | ||
Number of Assets Encumbered | asset | 1 | |
Mortgage loans, net | $ 30,132 | 30,323 |
Debt Instrument, Interest Rate, Stated Percentage | 4.94% | |
LIBOR Plus Three Point Zero Zero Percent Due November 2017 [Member] | Secured Debt [Member] | ||
Debt | ||
Number of Assets Encumbered | asset | 1 | |
Mortgage loans, net | $ 85,294 | $ 85,404 |
Debt (Components of Interest Ex
Debt (Components of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt | ||
Amortization of deferred financing costs | $ 929 | $ 843 |
Total Interest Expense | 28,701 | 14,328 |
Senior Notes [Member] | ||
Debt | ||
Interest expense | 10,587 | 0 |
Secured Debt [Member] | ||
Debt | ||
Interest expense | 6,607 | 3,968 |
Revolver and Term Loans | ||
Debt | ||
Interest expense | $ 10,578 | $ 9,517 |
Derivatives and Hedging (Detail
Derivatives and Hedging (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Interest Rate Derivatives | |||
Notional value | $ 2,135,500,000 | $ 2,186,251,000 | |
Unrealized gains (losses) included in accumulated other comprehensive loss | 26,700,000 | 8,800,000 | |
Amount of hedge ineffectiveness | 0 | $ 0 | |
Net unrealized gains in accumulated other comprehensive income expected to be reclassified into interest expense within the next 12 months | 5,200,000 | ||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 26,703,000 | 8,846,000 | |
Designated as Hedging Instrument | Swap-cash flow, hedge type two | |||
Derivatives and Hedging | |||
Interest rate swap asset | 0 | ||
Interest rate swap liability | (38,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 0 | 175,000,000 | |
Interest rate | 1.5625% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type three | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 0 | ||
Interest rate swap liability | (71,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 0 | 175,000,000 | |
Interest rate | 1.635% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type four | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 9,000 | ||
Interest rate swap liability | (23,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 15,675,000 | 15,758,000 | |
Interest rate | 1.825% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type five | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 16,000 | ||
Interest rate swap liability | (14,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 15,675,000 | 15,758,000 | |
Interest rate | 1.751% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type six | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 23,000 | ||
Interest rate swap liability | (57,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 38,475,000 | 38,678,000 | |
Interest rate | 1.825% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type seven | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 39,000 | ||
Interest rate swap liability | (35,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 39,425,000 | 39,632,000 | |
Interest rate | 1.751% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type eight | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 10,000 | ||
Interest rate swap liability | (25,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 17,100,000 | 17,190,000 | |
Interest rate | 1.825% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type nine | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 16,000 | ||
Interest rate swap liability | (14,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 16,150,000 | 16,235,000 | |
Interest rate | 1.751% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type ten | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 85,000 | ||
Interest rate swap liability | (383,000) | ||
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 asset | $ 143,000 | ||
Interest rate swap liability | (213,000) | ||
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 asset | $ 1,088,000 | 836,000 | |
Interest Rate Derivatives | |||
Notional value | $ 125,000,000 | 125,000,000 | |
Interest rate | 1.2715% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type thirteen | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 141,000 | ||
Interest rate swap liability | (230,000) | ||
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 asset | $ 130,000 | ||
Interest rate swap liability | (43,000) | ||
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 asset | $ 150,000 | ||
Interest rate swap liability | (19,000) | ||
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 asset | $ 93,000 | 13,000 | |
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 | $ 417,000 | 202,000 | |
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 | $ 1,037,000 | 502,000 | |
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 | $ 443,000 | 214,000 | |
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 asset | $ 2,175,000 | 803,000 | |
Interest Rate Derivatives | |||
Notional value | $ 143,000,000 | 143,000,000 | |
Interest rate | 1.80816% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty one | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 1,363,000 | 769,000 | |
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.6125% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty two | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 1,456,000 | 869,000 | |
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.5555% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty three | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 1,205,000 | 598,000 | |
Interest Rate Derivatives | |||
Notional value | $ 50,000,000 | 50,000,000 | |
Interest rate | 1.7095% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty four | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 3,958,000 | 2,880,000 | |
Interest Rate Derivatives | |||
Notional value | $ 100,000,000 | 100,000,000 | |
Interest rate | 1.15% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty five | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 3,804,000 | 2,726,000 | |
Interest Rate Derivatives | |||
Notional value | $ 100,000,000 | 100,000,000 | |
Interest rate | 1.20% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty six | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 665,000 | ||
Interest rate swap liability | (144,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 75,000,000 | 75,000,000 | |
Interest rate | 2.15% | ||
Designated as Hedging Instrument | Swap-cash flow, hedge type twenty seven | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 1,223,000 | 415,000 | |
Interest Rate Derivatives | |||
Notional value | $ 75,000,000 | 75,000,000 | |
Interest rate | 1.91% | ||
Designated as Hedging Instrument | Interest Rate, Swap Hedge, Type Twenty Eight [Member] | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 2,560,000 | ||
Interest rate swap liability | (413,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 200,000,000 | 200,000,000 | |
Interest rate | 2.29% | ||
Designated as Hedging Instrument | Interest Rate, Swap Hedge, Type Twenty Nine [Member] | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 1,612,000 | ||
Interest rate swap liability | (259,000) | ||
Interest Rate Derivatives | |||
Notional value | $ 125,000,000 | 125,000,000 | |
Interest rate | 2.29% | ||
Designated as Hedging Instrument | Interest Rate, Swap Hedge, Type Thirty [Member] | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 1,893,000 | 0 | |
Interest Rate Derivatives | |||
Notional value | $ 200,000,000 | 0 | |
Interest rate | 2.38% | ||
Designated as Hedging Instrument | Interest Rate, Swap Hedge, Type Thirty One [Member] | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 949,000 | 0 | |
Interest Rate Derivatives | |||
Notional value | $ 100,000,000 | 0 | |
Interest rate | 2.38% | ||
Interest Expense | |||
Interest Rate Derivatives | |||
Amount reclassified from accumulated other comprehensive income into interest expense | $ 400,000 | $ 2,800,000 | |
Accounts payable and other liabilities | Interest rate swap | |||
Derivatives and Hedging | |||
Interest rate swap liability | (2,000,000) | ||
Prepaid expenses and other assets | Interest rate swap | |||
Derivatives and Hedging | |||
Interest rate swap asset | $ 26,700,000 | $ 10,800,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | $ 26,703,000 | $ 8,846,000 |
Debt, net | 2,621,737,000 | 2,880,488,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term Debt, Fair Value | 2,613,886,000 | 2,861,022,000 |
Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap asset | 26,703,000 | 10,827,000 |
Interest rate swap liability | 0 | (1,981,000) |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 26,703,000 | 8,846,000 |
Recurring | Level 1 | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap asset | 0 | 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 | ||
Interest rate swap asset | 26,703,000 | 10,827,000 |
Interest rate swap liability | 0 | (1,981,000) |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 26,703,000 | 8,846,000 |
Recurring | Level 3 | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap asset | 0 | 0 |
Interest rate swap liability | 0 | 0 |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 0 | 0 |
Mortgages [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term Debt, Fair Value | 642,717,000 | 643,078,000 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term Debt, Gross | 508,866,000 | 1,062,716,000 |
Senior Notes [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term Debt, Fair Value | 496,168,644 | 1,038,892,000 |
Unsecured Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Unsecured Debt | 1,467,895,000 | 1,170,954,000 |
Unsecured Debt [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term Debt, Fair Value | $ 1,475,000,000 | $ 1,179,052,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Minimum percent of adjusted taxable income to be distributed to shareholders to qualify as a REIT | 90.00% | |
Accruals for tax uncertainties | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2016 | Dec. 31, 2017 | Mar. 31, 2017 | |
Loss Contingencies [Line Items] | ||||
Wyndham NOI Guarantee over life of management agreement | $ 100,000,000 | |||
Pension Trust Litigation - Loss Contingency, Damages Sought | $ 8,300,000 | |||
Pension Trust Litigation - Loss Contingency Accrual | 5,100,000 | |||
Wyndham NOI Guarantee annual limit | 21,500,000 | |||
Wyndham NOI Guarantee earned by the Company | $ 1,900,000 | |||
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 | $ 76,380,000 | $ 72,606,000 | $ 61,538,000 |
Commitments and Contingencies50
Commitments and Contingencies (Management Agreements) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)hotel | Mar. 31, 2017USD ($) | |
Other Commitments | ||
Number of Hotel Properties Operated under Management Agreements | hotel | 155 | |
Management fee expense | $ | $ 15.9 | $ 10.4 |
Minimum | ||
Other Commitments | ||
Management Agreement Term | 3 years | |
Base Management Fee as Percentage of Hotel Revenues | 3.00% | |
Management Agreements which include Franchise Agreement, Base Management Fee as Percentage of Hotel Revenues | 2.00% | |
Maximum | ||
Other Commitments | ||
Management Agreement Term | 25 years | |
Base Management Fee as Percentage of Hotel Revenues | 3.50% | |
Management Agreements which include Franchise Agreement, Base Management Fee as Percentage of Hotel Revenues | 7.00% |
Commitments and Contingencies51
Commitments and Contingencies (Franchise Agreements) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)hotel | Mar. 31, 2017USD ($) | |
Other Commitments | ||
Number of Hotel Properties Operated under Franchise Agreements | hotel | 110 | |
Franchise fee expense | $ | $ 19.7 | $ 16.5 |
Minimum | ||
Other Commitments | ||
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% | |
Maximum | ||
Other Commitments | ||
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 ($) | Aug. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Feb. 17, 2017 | Oct. 30, 2015 |
Equity, Class of Treasury Stock | ||||||
Share repurchase program, authorized amount | $ 440,000,000 | $ 400,000,000 | ||||
Share repurchase program, additional authorized amount | $ 40,000,000 | |||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Share repurchase program, remaining authorized amount | $ 198,932,517 | |||||
Series A Cumulative Preferred Stock [Member] | ||||||
Equity, Class of Treasury Stock | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 12,879,475 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Share Price | $ 28.49 | |||||
Preferred Stock, Shares Authorized | 12,950,000 | 12,950,000 | ||||
Partnership Interest [Member] | ||||||
Equity, Class of Treasury Stock | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Share Price | $ 20.18 | |||||
Business Acquisition, Common Units Issued or Issuable, Number of Units | 215,152 | |||||
Common Stock [Member] | ||||||
Equity, Class of Treasury Stock | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 50,400,000 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Share Price | $ 20.18 | |||||
RLJ Lodging Trust [Member] | Series A Cumulative Preferred Stock [Member] | ||||||
Equity, Class of Treasury Stock | ||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 1.95 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Equity Incentive Plan | ||||
Maximum number of common shares available for issuance (in shares) | 7,500,000 | |||
Other Disclosures | ||||
Common shares available for future grant (in shares) | 3,102,567 | |||
Restricted share awards | ||||
Summary of non-vested shares/units | ||||
Unvested at the beginning of the period (in shares) | 700,325 | |||
Granted (in shares) | 360,416 | |||
Vested (in shares) | (65,341) | |||
Forfeited (in shares) | (2,479) | |||
Unvested at the end of the period (in shares) | 992,921 | |||
Weighted Average Grant Date Fair Value | ||||
Unvested at the beginning of the period (in dollars per share) | $ 22.88 | |||
Granted (in dollars per share) | 21.10 | |||
Vested (in dollars per share) | 24.10 | |||
Forfeited (in dollars per share) | 22.84 | |||
Unvested at the end of the period (in dollars per share) | $ 22.15 | |||
Other Disclosures | ||||
Share-based compensation expense | $ 2 | $ 2 | ||
Total unrecognized compensation costs | $ 19.6 | |||
Weighted-average period of recognition of unrecognized share-based compensation expense | 2 years 9 months | |||
Total fair value of shares vested | $ 1.4 | 1.4 | ||
2017 Performance Shares | ||||
Summary of non-vested shares/units | ||||
Granted (in shares) | 259,000 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ 14.93 | |||
Other Disclosures | ||||
Vesting period | 4 years | |||
Performance-based vesting period | 3 years | |||
Time-based vesting period | 1 year | |||
2018 Performance Shares [Member] | ||||
Summary of non-vested shares/units | ||||
Granted (in shares) | 264,000 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ 13.99 | |||
Other Disclosures | ||||
Vesting period | 4 years | |||
Performance-based vesting period | 3 years | |||
Time-based vesting period | 1 year | |||
Vesting percentage upon satisfaction of performance-based vesting period | 50.00% | |||
Vesting percentage upon satisfaction of time-based vesting period | 50.00% | |||
Fair value assumptions, risk free interest rate | 2.42% | |||
Fair value assumptions, expected volatility rate | 27.44% | |||
Percentage of grant date fair value to be recognized over three years | 50.00% | |||
Employee service share based compensation cost period of recognition | 3 years | |||
Percentage of grant date fair value to be recognized over four years | 50.00% | |||
Employee service share based compensation cost period of recognition | 4 years | |||
Performance Units | ||||
Other Disclosures | ||||
Share-based compensation expense | 0.5 | $ 0.3 | ||
Total unrecognized compensation costs | $ 7.5 | |||
Weighted-average period of recognition of unrecognized share-based compensation expense | 2 years 9 months | |||
Minimum | 2018 Performance Shares [Member] | ||||
Other Disclosures | ||||
Percentage of performance units that will convert into restricted shares | 25.00% | |||
Maximum | 2018 Performance Shares [Member] | ||||
Other Disclosures | ||||
Percentage of performance units that will convert into restricted shares | 150.00% |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ 23,689 | $ 21,758 |
Numerator: | ||
Preferred Stock Dividends, Income Statement Impact | 6,279 | 0 |
Less: Dividends paid on unvested restricted shares | (328) | (282) |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 17,082 | $ 21,476 |
Denominator: | ||
Weighted-average number of common shares - basic (in shares) | 174,193,671 | 123,734,173 |
Unvested restricted shares (in shares) | 75,144 | 107,227 |
Weighted-average number of common shares - diluted (in shares) | 174,268,815 | 123,841,400 |
Net income per share attributable to common shareholders - basic (in dollars per share) | $ 0.10 | $ 0.17 |
Net income per share attributable to common shareholders - diluted (in dollars per share) | $ 0.10 | $ 0.17 |
Supplemental Information to S55
Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 401,943 | $ 451,010 | $ 586,470 | |
Restricted cash reserves | 76,380 | 61,538 | 72,606 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 478,323 | 512,548 | $ 659,076 | $ 523,878 |
Interest paid | 32,257 | 13,280 | ||
Income taxes paid | 1,623 | 212 | ||
In conjunction with the sale of hotel properties, the Company recorded the following: | ||||
Sale of hotel properties | 119,200 | 0 | ||
Transaction costs | (2,587) | (60) | ||
Operating prorations | (537) | 0 | ||
Proceeds from the sale of hotel properties, net | 116,076 | (60) | ||
Supplemental non-cash transactions | ||||
Accrued capital expenditures | $ 5,314 | $ 0 |