Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35169 | |
Entity Registrant Name | RLJ LODGING TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-4706509 | |
Entity Address, Address Line One | 3 Bethesda Metro Center, Suite 1000 | |
Entity Address, City or Town | Bethesda, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 280-7777 | |
Title of 12(b) Security | Common Shares of beneficial interest, par value $0.01 per share | |
Trading Symbol | RLJ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 166,843,586 | |
Entity Central Index Key | 0001511337 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Investment in hotel properties, net | $ 4,155,048 | $ 4,219,116 |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 6,644 | 6,522 |
Cash and cash equivalents | 479,047 | 665,341 |
Restricted cash reserves | 43,254 | 48,528 |
Hotel and other receivables, net of allowance of $322 and $274, respectively | 37,876 | 31,091 |
Operating Lease, Right-of-Use Asset | 143,606 | 144,988 |
Prepaid expense and other assets | 56,182 | 33,390 |
Total assets | 4,921,657 | 5,148,976 |
Liabilities and Equity | ||
Debt, net | 2,210,725 | 2,409,438 |
Accounts payable and other liabilities | 129,962 | 155,136 |
Contract with Customer, Liability | 21,434 | 20,047 |
Operating Lease, Liability | 122,326 | 123,031 |
Accrued interest | 8,210 | 19,110 |
Distributions payable | 8,208 | 8,347 |
Total liabilities | 2,500,865 | 2,735,109 |
Commitments and Contingencies (Note 10) | ||
Shareholders’ equity: | ||
Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at March 31, 2022 and December 31, 2021 | 366,936 | 366,936 |
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 166,843,586 and 166,503,062 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 1,668 | 1,665 |
Additional paid-in capital | 3,097,166 | 3,092,883 |
Accumulated other comprehensive income (loss) | 11,214 | (17,113) |
Retained Earnings | (1,069,769) | (1,046,739) |
Total shareholders’ equity | 2,407,215 | 2,397,632 |
Noncontrolling interests: | ||
Noncontrolling interest in consolidated joint ventures | 7,368 | 9,919 |
Noncontrolling interest in the Operating Partnership | 6,209 | 6,316 |
Total noncontrolling interests | 13,577 | 16,235 |
Total equity | 2,420,792 | 2,413,867 |
Total liabilities and equity | $ 4,921,657 | $ 5,148,976 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Hotel and other receivables, allowance | $ 322 | $ 274 |
Preferred Stock, Par or Stated Value 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 | 166,843,586 | 166,503,062 |
Common shares of beneficial interest, shares outstanding | 166,843,586 | 166,503,062 |
Series A Cumulative Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value 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 ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Total revenues | $ 242,899,000 | $ 119,552,000 |
Expenses | ||
Operating Costs and Expenses | 159,039,000 | 88,464,000 |
Depreciation and amortization | 46,865,000 | 46,943,000 |
Asset Impairment Charges | 0 | 5,946,000 |
Property tax, insurance and other | 22,513,000 | 20,081,000 |
General and administrative | 14,134,000 | 10,800,000 |
Transaction costs | 62,000 | 60,000 |
Total operating expenses | 242,613,000 | 172,294,000 |
Other income, net | 7,285,000 | 465,000 |
Interest income | 172,000 | 384,000 |
Interest expense | (24,561,000) | (27,895,000) |
Gain (loss) on sale of hotel properties, net | 1,417,000 | 1,083,000 |
Loss before equity in income (loss) from unconsolidated joint ventures | (15,401,000) | (78,705,000) |
Equity in income (loss) from unconsolidated joint ventures | 122,000 | (298,000) |
Loss before income tax expense | (15,279,000) | (79,003,000) |
Income tax expense | (190,000) | (114,000) |
Net loss | (15,469,000) | (79,117,000) |
Net loss attributable to noncontrolling interests: | ||
Noncontrolling interest in consolidated joint ventures | 118,000 | 736,000 |
Noncontrolling interest in the Operating Partnership | 104,000 | 396,000 |
Net Income (Loss) Attributable to Parent | (15,247,000) | (77,985,000) |
Preferred dividends | (6,279,000) | (6,279,000) |
Net loss attributable to common shareholders | $ (21,526,000) | $ (84,264,000) |
Basic and diluted per common share data: | ||
Net income per share attributable to common shareholders - basic (in dollars per share) | $ (0.13) | $ (0.51) |
Weighted-average number of common shares - basic (in shares) | 164,179,661 | 163,826,009 |
Comprehensive income (loss): | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (15,469,000) | $ (79,117,000) |
Unrealized gain (loss) on interest rate derivatives | 34,193,000 | 16,720,000 |
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | (5,866,000) | 0 |
Comprehensive income (loss) | 12,858,000 | (62,397,000) |
Noncontrolling interest in consolidated joint ventures | 118,000 | 736,000 |
Noncontrolling interest in the Operating Partnership | 104,000 | 396,000 |
Comprehensive income (loss) attributable to RLJ | 13,080,000 | (61,265,000) |
Accumulated Other Comprehensive Income | ||
Comprehensive income (loss): | ||
Unrealized gain (loss) on interest rate derivatives | 34,193,000 | 16,720,000 |
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | (5,866,000) | |
Room Revenue | ||
Revenues | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 205,779,000 | 102,772,000 |
Expenses | ||
Operating Costs and Expenses | 53,828,000 | 29,427,000 |
Food and Beverage Revenue | ||
Revenues | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 20,901,000 | 6,242,000 |
Expenses | ||
Operating Costs and Expenses | 16,169,000 | 4,556,000 |
Other Revenue | ||
Revenues | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 16,219,000 | 10,538,000 |
Expenses | ||
Operating Costs and Expenses | 68,654,000 | 49,120,000 |
Management And Franchise Fee Expense | ||
Expenses | ||
Operating Costs and Expenses | $ 20,388,000 | $ 5,361,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Series A Cumulative Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in-Capital | Retained Earnings (Distributions in excess of net earnings) | Accumulated Other Comprehensive Income | Operating Partnership | Consolidated Joint Venture |
Balance (in shares) at Dec. 31, 2020 | 12,879,475 | 165,002,752 | ||||||
Balance at Dec. 31, 2020 | $ 2,687,388 | $ 366,936 | $ 1,650 | $ 3,077,142 | $ (710,161) | $ (69,050) | $ 7,869 | $ 13,002 |
Increase (Decrease) in Owners' Equity | ||||||||
Net income (loss) | (79,117) | (77,985) | (396) | (736) | ||||
Unrealized gain (loss) on interest rate derivatives | 16,720 | 16,720 | ||||||
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | 0 | |||||||
Contributions from consolidated joint venture partners | 99 | 99 | ||||||
Amortization of share-based compensation | 2,944 | 2,944 | ||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares) | (83,244) | |||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | (1,263) | $ (1) | (1,262) | |||||
Forfeiture of restricted stock (in shares) | (1,382) | |||||||
Restricted Stock Award, Forfeitures | 0 | |||||||
Dividends, Preferred Stock | (6,279) | (6,279) | ||||||
Distributions on common shares and units | (1,284) | (1,281) | (3) | |||||
Balance (in shares) at Mar. 31, 2021 | 12,879,475 | 164,918,126 | ||||||
Balance at Mar. 31, 2021 | 2,619,208 | $ 366,936 | $ 1,649 | 3,078,824 | (795,706) | (52,330) | 7,470 | 12,365 |
Balance (in shares) at Dec. 31, 2021 | 12,879,475 | 166,503,062 | ||||||
Balance at Dec. 31, 2021 | 2,413,867 | $ 366,936 | $ 1,665 | 3,092,883 | (1,046,739) | (17,113) | 6,316 | 9,919 |
Increase (Decrease) in Owners' Equity | ||||||||
Net income (loss) | (15,469) | (15,247) | (104) | (118) | ||||
Unrealized gain (loss) on interest rate derivatives | 34,193 | 34,193 | ||||||
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | (5,866) | (5,866) | ||||||
Contributions from consolidated joint venture partners | 156 | 156 | ||||||
Distribution to consolidated joint venture partners | (2,589) | (2,589) | ||||||
Issuance of restricted stock (in shares) | 432,779 | |||||||
Issuance of restricted stock | 0 | $ 4 | (4) | |||||
Amortization of share-based compensation | 5,555 | 5,555 | ||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares) | (87,626) | |||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | (1,269) | $ (1) | (1,268) | |||||
Forfeiture of restricted stock (in shares) | (4,629) | |||||||
Restricted Stock Award, Forfeitures | 0 | $ 0 | 0 | |||||
Dividends, Preferred Stock | (6,279) | (6,279) | ||||||
Distributions on common shares and units | (1,507) | (1,504) | (3) | |||||
Balance (in shares) at Mar. 31, 2022 | 12,879,475 | 166,843,586 | ||||||
Balance at Mar. 31, 2022 | $ 2,420,792 | $ 366,936 | $ 1,668 | $ 3,097,166 | $ (1,069,769) | $ 11,214 | $ 6,209 | $ 7,368 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ (15,469,000) | $ (79,117,000) |
Adjustments to reconcile net loss to cash flow provided by (used in) operating activities: | ||
Gain on sale of hotel properties, net | (1,417,000) | (1,083,000) |
Depreciation and amortization | 46,865,000 | 46,943,000 |
Amortization of deferred financing costs | 1,684,000 | 1,321,000 |
Other amortization | 403,000 | (615,000) |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | (5,866,000) | 0 |
Income (Loss) from Equity Method Investments | (122,000) | 298,000 |
Asset Impairment Charges | 0 | 5,946,000 |
Amortization of share-based compensation | 5,184,000 | 2,752,000 |
Changes in assets and liabilities: | ||
Hotel and other receivables, net | (6,946,000) | (5,708,000) |
Prepaid expense and other assets | (4,254,000) | (4,192,000) |
Accounts payable and other liabilities | (320,000) | 1,331,000 |
Advance deposits and deferred revenue | 1,449,000 | (3,966,000) |
Accrued interest | (10,900,000) | 7,082,000 |
Net cash flow provided by (used in) operating activities | 10,291,000 | (29,008,000) |
Cash flows from investing activities | ||
Proceeds from sales of hotel properties, net | 34,125,000 | 3,990,000 |
Improvements and additions to hotel properties | (24,334,000) | (9,901,000) |
Contributions to unconsolidated joint ventures | 0 | (165,000) |
Net cash flow provided by (used in) investing activities | 9,791,000 | (6,076,000) |
Cash flows from financing activities | ||
Repayment of Revolver | (200,000,000) | (200,000,000) |
Scheduled mortgage loan principal payments | 0 | (900,000) |
Repayments of Term Loans | 0 | (8,475,000) |
Repurchase of common shares to satisfy employee tax withholding requirements | (1,269,000) | (1,263,000) |
Distributions on preferred shares | (6,279,000) | (6,279,000) |
Distributions on common shares | (1,666,000) | (1,650,000) |
Distributions on and redemption of Operating Partnership units | (3,000) | (3,000) |
Contributions from consolidated joint venture partners | 156,000 | 99,000 |
Cash paid to a noncontrolling interest | (2,589,000) | 0 |
Net cash flow used in financing activities | (211,650,000) | (218,471,000) |
Net change in cash, cash equivalents, and restricted cash reserves | (191,568,000) | (253,555,000) |
Cash, cash equivalents, and restricted cash reserves, beginning of year | 713,869,000 | 934,790,000 |
Cash, cash equivalents, and restricted cash reserves, end of period | $ 522,301,000 | $ 681,235,000 |
General
General | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General 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, 2022, there were 167,615,417 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.5% of the outstanding OP units. As of March 31, 2022, the Company owned 97 hotel properties with approximately 21,400 rooms, located in 22 states and the District of Columbia. The Company, through wholly-owned subsidiaries, owned a 100% interest in 95 of its hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. The Company consolidates its real estate interests in the 96 hotel properties in which it holds a controlling interest, and the Company records the real estate interest in one hotel property in which it holds an indirect 50% non-controlling interest using the equity method of accounting. The Company leases 96 of the 97 hotel properties to its taxable REIT subsidiaries ("TRS"), of which the Company owns a controlling financial interest. COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, filed with the Securities and Exchange Commission ("SEC") on February 24, 2022 (the "Annual Report"), contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no significant changes to the Company's significant accounting policies since December 31, 2021. 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 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 (loss), 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, 2021, included in the Annual Report. 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 interest in one hotel property in which it holds a 50% non-controlling 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 loss and comprehensive income (loss), 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. Given the additional and unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual results could differ from those estimates. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. |
Investment in Hotel Properties
Investment in Hotel Properties | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 December 31, 2021 Land and improvements $ 972,633 $ 975,688 Buildings and improvements 3,964,442 4,001,875 Furniture, fixtures and equipment 689,967 691,057 5,627,042 5,668,620 Accumulated depreciation (1,471,994) (1,449,504) Investment in hotel properties, net $ 4,155,048 $ 4,219,116 For the three months ended March 31, 2022 and 2021, the Company recognized depreciation expense related to its investment in hotel properties of approximately $46.7 million and $46.8 million, respectively. Impairments |
Sale of Hotel Properties
Sale of Hotel Properties | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Hotel Properties | Sale of Hotel Properties In connection with the sale of hotel properties for the three months ended March 31, 2022 and 2021, the Company recorded a net gain of $1.4 million and $1.1 million, respectively. During the three months ended March 31, 2022, the Company sold the following hotel property for a sales price of approximately $35.5 million: Hotel Property Name Location Sale Date Rooms Marriott Denver Airport Gateway Park Aurora, CO March 8, 2022 238 During the three months ended March 31, 2021, the Company sold the following hotel property for a sales price of approximately $4.4 million: Hotel Property Name Location Sale Date Rooms Courtyard Houston Sugarland Stafford, TX January 21, 2021 112 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue For the three months ended March 31, 2022 For the three months ended March 31, 2021 Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue South Florida $ 37,411 $ 4,739 $ 2,222 $ 44,372 $ 20,827 $ 2,364 $ 1,756 $ 24,947 Southern California 23,591 1,661 2,158 27,410 11,905 339 1,407 13,651 Northern California 20,207 1,613 1,037 22,857 8,844 218 700 9,762 Chicago 8,960 1,622 460 11,042 6,392 683 358 7,433 Houston 8,528 569 867 9,964 5,323 98 668 6,089 Austin 8,382 671 740 9,793 3,607 223 478 4,308 Washington DC 8,326 117 590 9,033 4,135 29 284 4,448 New York City 7,662 789 473 8,924 3,238 17 129 3,384 Atlanta 7,685 385 825 8,895 3,148 68 493 3,709 New Orleans 7,856 164 697 8,717 2,350 — 383 2,733 Denver 6,552 1,727 321 8,600 2,202 398 330 2,930 Charleston 6,738 1,196 502 8,436 3,177 300 402 3,879 Orlando 6,507 595 1,045 8,147 2,847 133 825 3,805 Tampa 6,492 766 606 7,864 2,847 384 313 3,544 Louisville 4,845 1,993 879 7,717 1,781 368 355 2,504 Other 36,037 2,294 2,797 41,128 20,149 620 1,657 22,426 Total $ 205,779 $ 20,901 $ 16,219 $ 242,899 $ 102,772 $ 6,242 $ 10,538 $ 119,552 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 150.0% Yes Incurrence Covenants Consolidated Indebtedness less than Adjusted Total Assets < .65x Yes Consolidated Secured Indebtedness less than Adjusted Total Assets < .45x Yes Interest Coverage Ratio > 1.5x Yes As of March 31, 2022 and December 31, 2021, the Company was in compliance with all covenants associated with the Senior Notes. Revolver and Term Loans The Company has the following credit agreements in place: • $600.0 million revolving credit facility with a scheduled maturity date of May 18, 2024 and a one year extension option if certain conditions are satisfied (the "Revolver"); • $400.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023"); • $225.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"); and • $150.0 million term loan with a scheduled maturity date of June 10, 2023 (the "$150 Million Term Loan Maturing 2023"); and • $400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025"). The $400 Million Term Loan Maturing 2023, the $225 Million Term Loan Maturing 2023, $150 Million Term Loan Maturing 2023, and the $400 Million Term Loan Maturing 2025 are collectively the "Term Loans." The Company's credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at March 31, 2022 (1) Maturity Date March 31, 2022 December 31, 2021 Revolver (2) 2.95% May 2024 $ — $ 200,000 $400 Million Term Loan Maturing 2023 4.69% January 2023 (4) 203,944 203,944 $225 Million Term Loan Maturing 2023 4.27% January 2023 (5) 114,718 114,718 $150 Million Term Loan Maturing 2023 4.18% June 2023 (6) 100,000 100,000 $400 Million Term Loan Maturing 2025 4.00% May 2025 400,000 400,000 818,662 1,018,662 Deferred financing costs, net (3) (3,223) (3,658) Total Revolver and Term Loans, net $ 815,439 $ 1,015,004 (1) Interest rate at March 31, 2022 gives effect to interest rate hedges. (2) At March 31, 2022 and December 31, 2021, there was $600.0 million and $400.0 million of remaining capacity on the Revolver, respectively. The Company also has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) Excludes $2.6 million and $2.9 million as of March 31, 2022 and December 31, 2021, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. (4) This term loan includes a one-year extension option for approximately $151.7 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions. (5) This term loan includes a one-year extension option for approximately $73.0 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions. (6) The Company has the option to extend the maturity one additional year to June 2024. The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows: Covenant Compliance Leverage ratio (1) <= 7.00x N/A (3) Fixed charge coverage ratio (2) >= 1.50x N/A (3) Secured indebtedness ratio <= 45.0% N/A (3) Unencumbered indebtedness ratio <= 60.0% N/A (3) Unencumbered debt service coverage ratio >= 2.00x N/A (3) Maintain minimum liquidity level >= $150.0 million Yes (1) Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid. (3) The Company is not currently required to comply with these covenants, see details below. The Company's financial maintenance covenants under the Revolver and the Term Loan agreements are waived through the fiscal quarter ending March 31, 2022 (the “Covenant Relief Period”). In addition, for periods following the Covenant Relief Period, certain covenant thresholds have been modified. If the Company assesses that it is unlikely to meet the financial covenant thresholds for periods following the Covenant Relief Period, then the Company will seek an extension of the Covenant Relief Period. In April 2022, the Company also amended the Revolver and Term Loans to allow for repurchases of the Company's shares up to $50.0 million with either cash on hand, cash from operations, or disposition proceeds. Mortgage Loans The Company's mortgage loans consisted of the following (dollars in thousands): Carrying Value at Number of Assets Encumbered Interest Rate at March 31, 2022 Maturity Date March 31, 2022 December 31, 2021 Mortgage loan (1) 7 3.30% (3) April 2022 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 2.53% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 3.43% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,463 27,554 15 408,463 408,554 Deferred financing costs, net (711) (1,062) Total mortgage loans, net $ 407,752 $ 407,492 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.5 million and $2.6 million at March 31, 2022 and December 31, 2021, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at March 31, 2022 gives effect to interest rate hedges. (4) The mortgage loan provides two one year extension options. In April 2022, the Company exercised the first option to extend the maturity to April 2023. (5) The mortgage loan provides two one year extension options. Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. During the cash trap event, the lender or servicer of the mortgage loan controls cash outflows until the loan is covenant compliant. In addition certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. At March 31, 2022 and December 31, 2021, one and two mortgage loans, respectively, were in cash trap events. In addition, the DSCR covenant for one mortgage loan has been waived through December 31, 2022. At March 31, 2022 and December 31, 2021, there was approximately $15.7 million and $22.4 million, respectively, of restricted cash held by lenders due to cash trap events. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended March 31, 2022 2021 Senior Notes $ 9,743 $ 5,942 Revolver and Term Loans 9,968 17,178 Mortgage loans 3,210 3,454 Amortization of deferred financing costs 1,684 1,321 Non-cash interest expense related to interest rate hedges (44) — Total interest expense $ 24,561 $ 27,895 " id="sjs-B4" xml:space="preserve">Debt The Company's debt consisted of the following (in thousands): March 31, 2022 December 31, 2021 Senior Notes, net $ 987,534 $ 986,942 Revolver — 200,000 Term Loans, net 815,439 815,004 Mortgage loans, net 407,752 407,492 Debt, net $ 2,210,725 $ 2,409,438 Senior Notes As of March 31, 2022 and December 31, 2021, respectively, the Company's Senior Notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands): Carrying Value at Interest Rate Maturity Date March 31, 2022 December 31, 2021 Senior Notes due 2029 4.00% September 2029 $ 500,000 $ 500,000 Senior Notes due 2026 3.75% July 2026 500,000 500,000 1,000,000 1,000,000 Deferred financing costs, net (12,466) (13,058) Total senior notes, net $ 987,534 $ 986,942 The indentures governing the Senior Notes contain customary covenants that will limit the Operating Partnership’s ability and, in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These limitations are subject to a number of exceptions and qualifications set forth in the indentures. A summary of the various restrictive covenants for the Senior Notes are as follows: Covenant Compliance Maintenance Covenant Unencumbered Asset to Unencumbered Debt Ratio > 150.0% Yes Incurrence Covenants Consolidated Indebtedness less than Adjusted Total Assets < .65x Yes Consolidated Secured Indebtedness less than Adjusted Total Assets < .45x Yes Interest Coverage Ratio > 1.5x Yes As of March 31, 2022 and December 31, 2021, the Company was in compliance with all covenants associated with the Senior Notes. Revolver and Term Loans The Company has the following credit agreements in place: • $600.0 million revolving credit facility with a scheduled maturity date of May 18, 2024 and a one year extension option if certain conditions are satisfied (the "Revolver"); • $400.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023"); • $225.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"); and • $150.0 million term loan with a scheduled maturity date of June 10, 2023 (the "$150 Million Term Loan Maturing 2023"); and • $400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025"). The $400 Million Term Loan Maturing 2023, the $225 Million Term Loan Maturing 2023, $150 Million Term Loan Maturing 2023, and the $400 Million Term Loan Maturing 2025 are collectively the "Term Loans." The Company's credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at March 31, 2022 (1) Maturity Date March 31, 2022 December 31, 2021 Revolver (2) 2.95% May 2024 $ — $ 200,000 $400 Million Term Loan Maturing 2023 4.69% January 2023 (4) 203,944 203,944 $225 Million Term Loan Maturing 2023 4.27% January 2023 (5) 114,718 114,718 $150 Million Term Loan Maturing 2023 4.18% June 2023 (6) 100,000 100,000 $400 Million Term Loan Maturing 2025 4.00% May 2025 400,000 400,000 818,662 1,018,662 Deferred financing costs, net (3) (3,223) (3,658) Total Revolver and Term Loans, net $ 815,439 $ 1,015,004 (1) Interest rate at March 31, 2022 gives effect to interest rate hedges. (2) At March 31, 2022 and December 31, 2021, there was $600.0 million and $400.0 million of remaining capacity on the Revolver, respectively. The Company also has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) Excludes $2.6 million and $2.9 million as of March 31, 2022 and December 31, 2021, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. (4) This term loan includes a one-year extension option for approximately $151.7 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions. (5) This term loan includes a one-year extension option for approximately $73.0 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions. (6) The Company has the option to extend the maturity one additional year to June 2024. The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows: Covenant Compliance Leverage ratio (1) <= 7.00x N/A (3) Fixed charge coverage ratio (2) >= 1.50x N/A (3) Secured indebtedness ratio <= 45.0% N/A (3) Unencumbered indebtedness ratio <= 60.0% N/A (3) Unencumbered debt service coverage ratio >= 2.00x N/A (3) Maintain minimum liquidity level >= $150.0 million Yes (1) Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid. (3) The Company is not currently required to comply with these covenants, see details below. The Company's financial maintenance covenants under the Revolver and the Term Loan agreements are waived through the fiscal quarter ending March 31, 2022 (the “Covenant Relief Period”). In addition, for periods following the Covenant Relief Period, certain covenant thresholds have been modified. If the Company assesses that it is unlikely to meet the financial covenant thresholds for periods following the Covenant Relief Period, then the Company will seek an extension of the Covenant Relief Period. In April 2022, the Company also amended the Revolver and Term Loans to allow for repurchases of the Company's shares up to $50.0 million with either cash on hand, cash from operations, or disposition proceeds. Mortgage Loans The Company's mortgage loans consisted of the following (dollars in thousands): Carrying Value at Number of Assets Encumbered Interest Rate at March 31, 2022 Maturity Date March 31, 2022 December 31, 2021 Mortgage loan (1) 7 3.30% (3) April 2022 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 2.53% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 3.43% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,463 27,554 15 408,463 408,554 Deferred financing costs, net (711) (1,062) Total mortgage loans, net $ 407,752 $ 407,492 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.5 million and $2.6 million at March 31, 2022 and December 31, 2021, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at March 31, 2022 gives effect to interest rate hedges. (4) The mortgage loan provides two one year extension options. In April 2022, the Company exercised the first option to extend the maturity to April 2023. (5) The mortgage loan provides two one year extension options. Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. During the cash trap event, the lender or servicer of the mortgage loan controls cash outflows until the loan is covenant compliant. In addition certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. At March 31, 2022 and December 31, 2021, one and two mortgage loans, respectively, were in cash trap events. In addition, the DSCR covenant for one mortgage loan has been waived through December 31, 2022. At March 31, 2022 and December 31, 2021, there was approximately $15.7 million and $22.4 million, respectively, of restricted cash held by lenders due to cash trap events. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended March 31, 2022 2021 Senior Notes $ 9,743 $ 5,942 Revolver and Term Loans 9,968 17,178 Mortgage loans 3,210 3,454 Amortization of deferred financing costs 1,684 1,321 Non-cash interest expense related to interest rate hedges (44) — Total interest expense $ 24,561 $ 27,895 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities The following interest rate swaps have been designated as cash flow hedges (in thousands): Notional value at Fair value at Hedge type Interest Maturity March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Swap-cash flow (1) 2.29% December 2022 $ 200,000 $ 200,000 $ (1,566) $ (4,077) Swap-cash flow (1) 2.29% December 2022 125,000 125,000 (977) (2,545) Swap-cash flow (2) 2.38% December 2022 — 87,780 — (1,879) Swap-cash flow (2) 2.38% December 2022 — 36,875 — (789) Swap-cash flow 2.39% December 2023 75,000 75,000 (314) (2,504) Swap-cash flow 2.51% December 2023 75,000 75,000 (478) (2,692) Swap-cash flow 2.75% November 2023 100,000 100,000 (1,112) (3,893) Swap-cash flow (3) 1.28% September 2022 24,662 100,000 (47) (759) Swap-cash flow 1.24% September 2025 150,000 150,000 5,703 (860) Swap-cash flow 1.16% April 2024 50,000 50,000 1,167 (338) Swap-cash flow 1.20% April 2024 50,000 50,000 1,123 (387) Swap-cash flow 1.15% April 2024 50,000 50,000 1,176 (327) Swap-cash flow 1.10% April 2024 50,000 50,000 1,230 (267) Swap-cash flow 0.98% April 2024 25,000 25,000 679 (61) Swap-cash flow 0.95% April 2024 25,000 25,000 695 (43) Swap-cash flow (4) 0.93% April 2024 25,000 25,000 705 (31) Swap-cash flow (4) 0.90% April 2024 25,000 25,000 722 (13) Swap-cash flow (4) 0.85% December 2024 50,000 50,000 2,023 221 Swap-cash flow (4) 0.75% December 2024 50,000 50,000 2,159 372 Swap-cash flow (4) 0.65% January 2026 50,000 50,000 3,147 955 $ 1,199,662 $ 1,399,655 $ 16,035 $ (19,917) (1) In June 2021, the Company dedesignated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of $4.4 million of unrealized losses included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). The portion of the swaps that were dedesignated were subsequently redesignated and the amounts related to the initial fair values of $4.4 million that were recorded in other comprehensive income (loss) during the new hedging relationship were reclassified to earnings on a straight line basis over the remaining life of these swaps. (2) In June 2021, the Company terminated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring and paid approximately $6.2 million to terminate a portion of these swaps. In February 2022, the Company paid a total of approximately $1.5 million to terminate these swaps and will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of these swaps. (3) In February 2022, the Company terminated approximately $75.3 million of the original $100.0 million notional value of this swap as the hedged forecasted transactions were no longer probable of occurring. As part of the swap termination, the Company paid approximately $0.2 million to terminate a portion of this swap. The Company will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of the swap. (4) In February 2022, the Company dedesignated these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of approximately $5.9 million of unrealized gains included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). These swaps were subsequently redesignated and the amounts related to the initial fair value of $5.9 million that are recorded in other comprehensive income (loss) during the new hedging relationship will be reclassified to earnings on a straight line basis over the remaining life of these swaps. As of March 31, 2022 and December 31, 2021, the aggregate fair value of the interest rate swap liabilities of $4.5 million and $21.5 million, respectively, was included in accounts payable and other liabilities in the accompanying consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the aggregate fair value of the interest rate swap assets of $20.5 million and $1.5 million, respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2022 | |
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, which are Level 1 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 2 and Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans by 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, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Senior Notes, net $ 987,534 $ 939,100 $ 986,942 $ 999,060 Revolver and Term Loans, net 815,439 806,218 1,015,004 1,006,647 Mortgage loans, net 407,752 403,211 407,492 401,387 Debt, net $ 2,210,725 $ 2,148,529 $ 2,409,438 $ 2,407,094 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, 2022 (in thousands): Fair Value at March 31, 2022 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 20,529 $ — $ 20,529 Interest rate swap liability — (4,494) — (4,494) Total $ — $ 16,035 $ — $ 16,035 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, 2021 (in thousands): Fair Value at December 31, 2021 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 1,548 $ — $ 1,548 Interest rate swap liability — (21,465) — (21,465) Total $ — (19,917) $ — $ (19,917) 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, 2022, 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, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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. The Company is still continuing to provide a full valuation allowance against the deferred tax assets. The Company had no accruals for tax uncertainties as of March 31, 2022 and December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 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. 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, 2022 and December 31, 2021, approximately $43.3 million and $48.5 million, respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes, insurance and debt obligations where certain lenders held restricted cash due to a cash trap event. Litigation 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. Management Agreements As of March 31, 2022, 96 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from one Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2022 and 2021, the Company incurred management fee expense of approximately $7.9 million and $3.2 million, respectively. Franchise Agreements As of March 31, 2022, 66 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 29 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, one hotel is not operated with a hotel brand so it 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, between 3.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues. Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2022 and 2021, the Company incurred franchise fee expense of approximately $13.6 million and $6.7 million, respectively. Wyndham Agreements |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity Common Shares of Beneficial Interest During the three months ended March 31, 2022 and 2021, the Company declared a cash dividend of $0.01 per common share. On April 29, 2022, the Company's board of trustees approved a new share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares from May 9, 2022 to May 8, 2023 (the "2022 Share Repurchase Program"). Series A Preferred Shares During the three months ended March 31, 2022 and 2021, the Company declared a cash dividend of $0.4875 on each Series A Preferred Share. Noncontrolling Interest in Consolidated Joint Ventures The Company consolidates the joint venture that owns The Knickerbocker, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interests are included in the noncontrolling interest in consolidated joint ventures on the consolidated balance sheets. Noncontrolling Interest in the Operating Partnership The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP units held by the limited partners are redeemable for cash, or at the option of the Company, for a like number of common shares. As of March 31, 2022, 771,831 outstanding OP units were held by the limited partners. The noncontrolling interest is included in the noncontrolling interest in the Operating Partnership on the consolidated balance sheets. |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [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 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan provides for a maximum of 6,828,527 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 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 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, 2022 is as follows: 2022 Number of Weighted-Average Unvested at January 1, 2022 2,380,283 $ 15.43 Granted 432,779 15.22 Vested (234,897) 15.63 Forfeited (4,629) 13.34 Unvested at March 31, 2022 2,573,536 $ 15.38 For the three months ended March 31, 2022 and 2021, the Company recognized approximately $3.5 million and $1.9 million, respectively, of share-based compensation expense related to restricted share awards. As of March 31, 2022, there was $29.8 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of 2.2 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, 2022 and 2021 was approximately $3.4 million and $3.7 million, respectively. Performance Units From time to time, the Company may award performance units as compensation to officers and employees. The performance units granted prior to 2021 vest over a four year period, including three years of performance-based vesting (the “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 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (40% of award) and a relative total shareholder return (60% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards. If at the end of the performance units measurement period the target criterion is met, then 50% of the performance units that are earned will vest at the end of the measurement period. The remaining 50% convert to restricted shares that will vest on the one year anniversary of the end of the measurement period. 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 performance units measurement period. The fair value of the performance units is determined using a Monte Carlo simulation, and an expected term equal to the requisite service period for the awards of four years. The Company estimates 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. The performance units granted in 2021 and 2022 vest at the end of a three year period. These performance units may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (25% of award) and a relative shareholder return (75% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards. At the end of the performance units measurement period the target criterion is met, 100% of the performance units that are earned will vest immediately. 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 performance units measurement period. For performance units granted in 2021 and 2022, the Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over three years. A summary of the performance unit awards is as follows: Date of Award Number of Grant Date Fair Conversion Range Risk Free Interest Rate Volatility February 2019 (1) 260,000 $19.16 0% to 200% 2.52% 27.19% February 2020 489,000 $11.59 0% to 200% 1.08% 23.46% February 2021 431,151 $20.90 0% to 200% 0.23% 69.47% February 2022 407,024 $21.96 0% to 200% 1.7% 70.15% (1) In February 2022, following the end of the measurement period, the Company met certain threshold criterion and the performance units will convert into approximately 133,000 restricted shares. For the three months ended March 31, 2022 and 2021, the Company recognized approximately $1.7 million and $0.9 million, respectively, of share-based compensation expense related to the performance unit awards. As of March 31, 2022, there was $16.5 million of total unrecognized compensation costs related to the performance unit awards and these costs are expected to be recognized over a weighted-average period of 2.3 years. |
Earnings per Common Share
Earnings per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021, 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, 2022 2021 Numerator: Net loss attributable to RLJ $ (15,247) $ (77,985) Less: Preferred dividends (6,279) (6,279) Less: Dividends paid on unvested restricted shares (26) (10) Less: Undistributed earnings attributable to unvested restricted shares — — Net loss attributable to common shareholders excluding amounts attributable to unvested restricted shares $ (21,552) $ (84,274) Denominator: Weighted-average number of common shares - basic and diluted 164,179,661 163,826,009 Net loss per share attributable to common shareholders - basic and diluted $ (0.13) $ (0.51) |
Supplemental Information to Sta
Supplemental Information to Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 479,047 $ 647,844 Restricted cash reserves 43,254 33,391 Cash, cash equivalents, and restricted cash reserves $ 522,301 $ 681,235 Interest paid $ 33,911 $ 20,886 Income taxes paid $ 6 $ 134 Operating cash flow lease payments for operating leases $ 3,629 $ 2,880 Supplemental investing and financing transactions In connection with the sale of hotel properties, the Company recorded the following: Sales price $ 35,450 $ 4,410 Transaction costs (599) (300) Operating prorations (726) (120) Proceeds from the sale of hotel properties, net $ 34,125 $ 3,990 Supplemental non-cash transactions Accrued capital expenditures $ 1,454 $ 9,485 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April 2022, the Company sold the 164-room SpringHill Suites Denver North Westminster. In April 2022, the Company exercised the first extension option on a mortgage loan to extend the maturity to April 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 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 (loss), 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, 2021, included in the Annual Report. 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 interest in one hotel property in which it holds a 50% non-controlling interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation. |
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. Given the additional and unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. |
Management Agreements | Management Agreements As of March 31, 2022, 96 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from one |
Franchise Agreements | Franchise Agreements As of March 31, 2022, 66 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 29 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, one hotel is not operated with a hotel brand so it 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, between 3.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues. |
Share-Based Compensation | Share Awards From time to time, the Company may award unvested restricted shares 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 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. |
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, 2022 and 2021, since the limited partners’ share of income would also be added back to net income attributable to common shareholders. |
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 loss and comprehensive income (loss), shareholders’ equity or cash flows. |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investment in hotel properties | Investment in hotel properties consisted of the following (in thousands): March 31, 2022 December 31, 2021 Land and improvements $ 972,633 $ 975,688 Buildings and improvements 3,964,442 4,001,875 Furniture, fixtures and equipment 689,967 691,057 5,627,042 5,668,620 Accumulated depreciation (1,471,994) (1,449,504) Investment in hotel properties, net $ 4,155,048 $ 4,219,116 |
Sale of Hotel Properties (Table
Sale of Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of property disposed of during period | During the three months ended March 31, 2022, the Company sold the following hotel property for a sales price of approximately $35.5 million: Hotel Property Name Location Sale Date Rooms Marriott Denver Airport Gateway Park Aurora, CO March 8, 2022 238 During the three months ended March 31, 2021, the Company sold the following hotel property for a sales price of approximately $4.4 million: Hotel Property Name Location Sale Date Rooms Courtyard Houston Sugarland Stafford, TX January 21, 2021 112 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | For the three months ended March 31, 2022 For the three months ended March 31, 2021 Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue South Florida $ 37,411 $ 4,739 $ 2,222 $ 44,372 $ 20,827 $ 2,364 $ 1,756 $ 24,947 Southern California 23,591 1,661 2,158 27,410 11,905 339 1,407 13,651 Northern California 20,207 1,613 1,037 22,857 8,844 218 700 9,762 Chicago 8,960 1,622 460 11,042 6,392 683 358 7,433 Houston 8,528 569 867 9,964 5,323 98 668 6,089 Austin 8,382 671 740 9,793 3,607 223 478 4,308 Washington DC 8,326 117 590 9,033 4,135 29 284 4,448 New York City 7,662 789 473 8,924 3,238 17 129 3,384 Atlanta 7,685 385 825 8,895 3,148 68 493 3,709 New Orleans 7,856 164 697 8,717 2,350 — 383 2,733 Denver 6,552 1,727 321 8,600 2,202 398 330 2,930 Charleston 6,738 1,196 502 8,436 3,177 300 402 3,879 Orlando 6,507 595 1,045 8,147 2,847 133 825 3,805 Tampa 6,492 766 606 7,864 2,847 384 313 3,544 Louisville 4,845 1,993 879 7,717 1,781 368 355 2,504 Other 36,037 2,294 2,797 41,128 20,149 620 1,657 22,426 Total $ 205,779 $ 20,901 $ 16,219 $ 242,899 $ 102,772 $ 6,242 $ 10,538 $ 119,552 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consisted of the following (in thousands): March 31, 2022 December 31, 2021 Senior Notes, net $ 987,534 $ 986,942 Revolver — 200,000 Term Loans, net 815,439 815,004 Mortgage loans, net 407,752 407,492 Debt, net $ 2,210,725 $ 2,409,438 |
Schedule of Senior Notes | 150.0% Yes Incurrence Covenants Consolidated Indebtedness less than Adjusted Total Assets < .65x Yes Consolidated Secured Indebtedness less than Adjusted Total Assets < .45x Yes Interest Coverage Ratio > 1.5x Yes" id="sjs-B5">As of March 31, 2022 and December 31, 2021, respectively, the Company's Senior Notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands): Carrying Value at Interest Rate Maturity Date March 31, 2022 December 31, 2021 Senior Notes due 2029 4.00% September 2029 $ 500,000 $ 500,000 Senior Notes due 2026 3.75% July 2026 500,000 500,000 1,000,000 1,000,000 Deferred financing costs, net (12,466) (13,058) Total senior notes, net $ 987,534 $ 986,942 The indentures governing the Senior Notes contain customary covenants that will limit the Operating Partnership’s ability and, in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These limitations are subject to a number of exceptions and qualifications set forth in the indentures. A summary of the various restrictive covenants for the Senior Notes are as follows: Covenant Compliance Maintenance Covenant Unencumbered Asset to Unencumbered Debt Ratio > 150.0% Yes Incurrence Covenants Consolidated Indebtedness less than Adjusted Total Assets < .65x Yes Consolidated Secured Indebtedness less than Adjusted Total Assets < .45x Yes Interest Coverage Ratio > 1.5x Yes |
Schedule of Revolver and Term Loans | The Company's credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at March 31, 2022 (1) Maturity Date March 31, 2022 December 31, 2021 Revolver (2) 2.95% May 2024 $ — $ 200,000 $400 Million Term Loan Maturing 2023 4.69% January 2023 (4) 203,944 203,944 $225 Million Term Loan Maturing 2023 4.27% January 2023 (5) 114,718 114,718 $150 Million Term Loan Maturing 2023 4.18% June 2023 (6) 100,000 100,000 $400 Million Term Loan Maturing 2025 4.00% May 2025 400,000 400,000 818,662 1,018,662 Deferred financing costs, net (3) (3,223) (3,658) Total Revolver and Term Loans, net $ 815,439 $ 1,015,004 (1) Interest rate at March 31, 2022 gives effect to interest rate hedges. (2) At March 31, 2022 and December 31, 2021, there was $600.0 million and $400.0 million of remaining capacity on the Revolver, respectively. The Company also has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) Excludes $2.6 million and $2.9 million as of March 31, 2022 and December 31, 2021, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. (4) This term loan includes a one-year extension option for approximately $151.7 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions. (5) This term loan includes a one-year extension option for approximately $73.0 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions. |
Schedule Of Debt Instrument Covenants | The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows: Covenant Compliance Leverage ratio (1) <= 7.00x N/A (3) Fixed charge coverage ratio (2) >= 1.50x N/A (3) Secured indebtedness ratio <= 45.0% N/A (3) Unencumbered indebtedness ratio <= 60.0% N/A (3) Unencumbered debt service coverage ratio >= 2.00x N/A (3) Maintain minimum liquidity level >= $150.0 million Yes (1) Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid. |
Schedule of mortgage loans | The Company's mortgage loans consisted of the following (dollars in thousands): Carrying Value at Number of Assets Encumbered Interest Rate at March 31, 2022 Maturity Date March 31, 2022 December 31, 2021 Mortgage loan (1) 7 3.30% (3) April 2022 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 2.53% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 3.43% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,463 27,554 15 408,463 408,554 Deferred financing costs, net (711) (1,062) Total mortgage loans, net $ 407,752 $ 407,492 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.5 million and $2.6 million at March 31, 2022 and December 31, 2021, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at March 31, 2022 gives effect to interest rate hedges. (4) The mortgage loan provides two one year extension options. In April 2022, the Company exercised the first option to extend the maturity to April 2023. (5) The mortgage loan provides two one year extension options. |
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, 2022 2021 Senior Notes $ 9,743 $ 5,942 Revolver and Term Loans 9,968 17,178 Mortgage loans 3,210 3,454 Amortization of deferred financing costs 1,684 1,321 Non-cash interest expense related to interest rate hedges (44) — Total interest expense $ 24,561 $ 27,895 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate swaps | The following interest rate swaps have been designated as cash flow hedges (in thousands): Notional value at Fair value at Hedge type Interest Maturity March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Swap-cash flow (1) 2.29% December 2022 $ 200,000 $ 200,000 $ (1,566) $ (4,077) Swap-cash flow (1) 2.29% December 2022 125,000 125,000 (977) (2,545) Swap-cash flow (2) 2.38% December 2022 — 87,780 — (1,879) Swap-cash flow (2) 2.38% December 2022 — 36,875 — (789) Swap-cash flow 2.39% December 2023 75,000 75,000 (314) (2,504) Swap-cash flow 2.51% December 2023 75,000 75,000 (478) (2,692) Swap-cash flow 2.75% November 2023 100,000 100,000 (1,112) (3,893) Swap-cash flow (3) 1.28% September 2022 24,662 100,000 (47) (759) Swap-cash flow 1.24% September 2025 150,000 150,000 5,703 (860) Swap-cash flow 1.16% April 2024 50,000 50,000 1,167 (338) Swap-cash flow 1.20% April 2024 50,000 50,000 1,123 (387) Swap-cash flow 1.15% April 2024 50,000 50,000 1,176 (327) Swap-cash flow 1.10% April 2024 50,000 50,000 1,230 (267) Swap-cash flow 0.98% April 2024 25,000 25,000 679 (61) Swap-cash flow 0.95% April 2024 25,000 25,000 695 (43) Swap-cash flow (4) 0.93% April 2024 25,000 25,000 705 (31) Swap-cash flow (4) 0.90% April 2024 25,000 25,000 722 (13) Swap-cash flow (4) 0.85% December 2024 50,000 50,000 2,023 221 Swap-cash flow (4) 0.75% December 2024 50,000 50,000 2,159 372 Swap-cash flow (4) 0.65% January 2026 50,000 50,000 3,147 955 $ 1,199,662 $ 1,399,655 $ 16,035 $ (19,917) (1) In June 2021, the Company dedesignated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of $4.4 million of unrealized losses included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). The portion of the swaps that were dedesignated were subsequently redesignated and the amounts related to the initial fair values of $4.4 million that were recorded in other comprehensive income (loss) during the new hedging relationship were reclassified to earnings on a straight line basis over the remaining life of these swaps. (2) In June 2021, the Company terminated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring and paid approximately $6.2 million to terminate a portion of these swaps. In February 2022, the Company paid a total of approximately $1.5 million to terminate these swaps and will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of these swaps. (3) In February 2022, the Company terminated approximately $75.3 million of the original $100.0 million notional value of this swap as the hedged forecasted transactions were no longer probable of occurring. As part of the swap termination, the Company paid approximately $0.2 million to terminate a portion of this swap. The Company will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of the swap. (4) In February 2022, the Company dedesignated these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of approximately $5.9 million of unrealized gains included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). These swaps were subsequently redesignated and the amounts related to the initial fair value of $5.9 million that are recorded in other comprehensive income (loss) during the new hedging relationship will be reclassified to earnings on a straight line basis over the remaining life of these swaps. |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The fair value of the Company's debt was as follows (in thousands): March 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Senior Notes, net $ 987,534 $ 939,100 $ 986,942 $ 999,060 Revolver and Term Loans, net 815,439 806,218 1,015,004 1,006,647 Mortgage loans, net 407,752 403,211 407,492 401,387 Debt, net $ 2,210,725 $ 2,148,529 $ 2,409,438 $ 2,407,094 |
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, 2022 (in thousands): Fair Value at March 31, 2022 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 20,529 $ — $ 20,529 Interest rate swap liability — (4,494) — (4,494) Total $ — $ 16,035 $ — $ 16,035 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, 2021 (in thousands): Fair Value at December 31, 2021 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 1,548 $ — $ 1,548 Interest rate swap liability — (21,465) — (21,465) Total $ — (19,917) $ — $ (19,917) |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity Incentive Plan | |
Share-based Compensation Arrangements by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest [Table Text Block] | A summary of the performance unit awards is as follows: Date of Award Number of Grant Date Fair Conversion Range Risk Free Interest Rate Volatility February 2019 (1) 260,000 $19.16 0% to 200% 2.52% 27.19% February 2020 489,000 $11.59 0% to 200% 1.08% 23.46% February 2021 431,151 $20.90 0% to 200% 0.23% 69.47% February 2022 407,024 $21.96 0% to 200% 1.7% 70.15% (1) In February 2022, following the end of the measurement period, the Company met certain threshold criterion and the performance units will convert into approximately 133,000 restricted shares. |
Restricted share awards | |
Equity Incentive Plan | |
Summary of the unvested restricted shares | A summary of the unvested restricted shares as of March 31, 2022 is as follows: 2022 Number of Weighted-Average Unvested at January 1, 2022 2,380,283 $ 15.43 Granted 432,779 15.22 Vested (234,897) 15.63 Forfeited (4,629) 13.34 Unvested at March 31, 2022 2,573,536 $ 15.38 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 Numerator: Net loss attributable to RLJ $ (15,247) $ (77,985) Less: Preferred dividends (6,279) (6,279) Less: Dividends paid on unvested restricted shares (26) (10) Less: Undistributed earnings attributable to unvested restricted shares — — Net loss attributable to common shareholders excluding amounts attributable to unvested restricted shares $ (21,552) $ (84,274) Denominator: Weighted-average number of common shares - basic and diluted 164,179,661 163,826,009 Net loss per share attributable to common shareholders - basic and diluted $ (0.13) $ (0.51) |
Supplemental Information to S_2
Supplemental Information to Statements of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental information to statements of cash flows | For the three months ended March 31, 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 479,047 $ 647,844 Restricted cash reserves 43,254 33,391 Cash, cash equivalents, and restricted cash reserves $ 522,301 $ 681,235 Interest paid $ 33,911 $ 20,886 Income taxes paid $ 6 $ 134 Operating cash flow lease payments for operating leases $ 3,629 $ 2,880 Supplemental investing and financing transactions In connection with the sale of hotel properties, the Company recorded the following: Sales price $ 35,450 $ 4,410 Transaction costs (599) (300) Operating prorations (726) (120) Proceeds from the sale of hotel properties, net $ 34,125 $ 3,990 Supplemental non-cash transactions Accrued capital expenditures $ 1,454 $ 9,485 |
General (Details)
General (Details) | 3 Months Ended | ||||
Mar. 31, 2022USD ($)propertystateroom$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Mar. 31, 2021USD ($) | Jun. 30, 2018hotel | |
Sale of Stock | |||||
OP units outstanding (in units) | shares | 167,615,417 | ||||
Company's Ownership interest in OP units through a combination of direct and indirect interests (as a percent) | 99.50% | ||||
Number of Real Estate Properties | 97 | 29 | |||
Number of hotel rooms owned | room | 21,400 | ||||
Number of states in which hotels owned by the entity are located | state | 22 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Dividends | $ / shares | $ 0.01 | $ 0.01 | $ 0.33 | ||
Cash and cash equivalents | $ | $ 479,047,000 | $ 665,341,000 | $ 647,844,000 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ | $ 522,301,000 | $ 713,869,000 | $ 934,790,000 | $ 681,235,000 | |
Wholly Owned Properties [Member] | |||||
Sale of Stock | |||||
Number of Real Estate Properties | 95 | ||||
Hotel property ownership interest (as a percent) | 100.00% | ||||
Consolidated Properties [Member] | |||||
Sale of Stock | |||||
Number of Real Estate Properties | 96 | ||||
Unconsolidated Properties [Member] | |||||
Sale of Stock | |||||
Number of Real Estate Properties | 1 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Leased Hotel Properties [Member] | |||||
Sale of Stock | |||||
Number of Real Estate Properties | 96 | ||||
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% | ||||
Line of Credit | The Revolver | |||||
Sale of Stock | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 600,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | Mar. 31, 2022USD ($)joint_venture | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | ||
Real Estate Interests, Number of Joint Ventures | joint_venture | 1 | |
Equity Method Investment, Ownership Percentage | 50.00% | |
Operating Lease, Right-of-Use Asset | $ 143,606 | $ 144,988 |
Accounts payable and other liabilities | 129,962 | 155,136 |
Operating Lease, Liability | $ 122,326 | $ 123,031 |
Investment in Hotel Propertie_2
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Land and improvements | $ 972,633 | $ 975,688 | |
Buildings and improvements | 3,964,442 | 4,001,875 | |
Furniture, fixtures and equipment | 689,967 | 691,057 | |
Investment in hotel properties, gross | 5,627,042 | 5,668,620 | |
Accumulated depreciation | (1,471,994) | (1,449,504) | |
Investment in hotel properties, net | 4,155,048 | $ 4,219,116 | |
Real Estate Depreciation Expense, Excluding Discontinued Operations Expense | $ 46,700 | $ 46,800 | |
Impairment of Real Estate | $ 5,900 |
Sale of Hotel Properties (Narra
Sale of Hotel Properties (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of hotel properties, net | $ 34,125 | $ 3,990 |
Disposals 2021 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of hotel properties, net | $ 4,400 | |
Disposals 2022 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of hotel properties, net | $ 35,500 |
Sale of Hotel Properties (Sched
Sale of Hotel Properties (Schedule of Properties Disposed) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)room | Mar. 31, 2021USD ($)room | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of hotel properties, net | $ | $ 34,125 | $ 3,990 |
Courtyard Houston Sugarland | ||
Discontinued Operations and Disposal Groups [Abstract] | ||
Property disposed, number of rooms | 112 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property disposed, number of rooms | 112 | |
Marriott Denver Airport | ||
Discontinued Operations and Disposal Groups [Abstract] | ||
Property disposed, number of rooms | 238 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property disposed, number of rooms | 238 | |
Disposals 2022 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of hotel properties, net | $ | $ 35,500 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)property | Mar. 31, 2021USD ($) | Jun. 30, 2018hotel | |
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Number of Real Estate Properties | 97 | 29 | |
Equity in income (loss) from unconsolidated joint ventures | $ | $ 122 | $ (298) | |
Unconsolidated Properties [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Number of Real Estate Properties | property | 1 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 242,899 | $ 119,552 |
Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 27,410 | 13,651 |
South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 44,372 | 24,947 |
Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 22,857 | 9,762 |
Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 11,042 | 7,433 |
Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,033 | 4,448 |
New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,924 | 3,384 |
Denver, Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,600 | 2,930 |
Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,964 | 6,089 |
Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,793 | 4,308 |
Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 7,717 | 2,504 |
Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 41,128 | 22,426 |
Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,436 | 3,879 |
Orlando, Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,147 | 3,805 |
Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,895 | 3,709 |
New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,717 | 2,733 |
tampa | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 7,864 | 3,544 |
Room Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 205,779 | 102,772 |
Room Revenue | Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 23,591 | 11,905 |
Room Revenue | South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 37,411 | 20,827 |
Room Revenue | Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 20,207 | 8,844 |
Room Revenue | Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 8,960 | 6,392 |
Room Revenue | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 8,326 | 4,135 |
Room Revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,662 | 3,238 |
Room Revenue | Denver, Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,552 | 2,202 |
Room Revenue | Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 8,528 | 5,323 |
Room Revenue | Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 8,382 | 3,607 |
Room Revenue | Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,845 | 1,781 |
Room Revenue | Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 36,037 | 20,149 |
Room Revenue | Pittsburgh, Pennsylvannia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,492 | 2,847 |
Room Revenue | Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,738 | 3,177 |
Room Revenue | Orlando, Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,507 | 2,847 |
Room Revenue | Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,685 | 3,148 |
Room Revenue | New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,856 | 2,350 |
Food and Beverage Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 20,901 | 6,242 |
Food and Beverage Revenue | Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,661 | 339 |
Food and Beverage Revenue | South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,739 | 2,364 |
Food and Beverage Revenue | Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,613 | 218 |
Food and Beverage Revenue | Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,622 | 683 |
Food and Beverage Revenue | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 117 | 29 |
Food and Beverage Revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 789 | 17 |
Food and Beverage Revenue | Denver, Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,727 | 398 |
Food and Beverage Revenue | Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 569 | 98 |
Food and Beverage Revenue | Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 671 | 223 |
Food and Beverage Revenue | Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,993 | 368 |
Food and Beverage Revenue | Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,294 | 620 |
Food and Beverage Revenue | Pittsburgh, Pennsylvannia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 766 | 384 |
Food and Beverage Revenue | Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,196 | 300 |
Food and Beverage Revenue | Orlando, Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 595 | 133 |
Food and Beverage Revenue | Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 385 | 68 |
Food and Beverage Revenue | New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 164 | 0 |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 16,219 | 10,538 |
Other Revenue | Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,158 | 1,407 |
Other Revenue | South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,222 | 1,756 |
Other Revenue | Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,037 | 700 |
Other Revenue | Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 460 | 358 |
Other Revenue | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 590 | 284 |
Other Revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 473 | 129 |
Other Revenue | Denver, Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 321 | 330 |
Other Revenue | Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 867 | 668 |
Other Revenue | Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 740 | 478 |
Other Revenue | Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 879 | 355 |
Other Revenue | Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,797 | 1,657 |
Other Revenue | Pittsburgh, Pennsylvannia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 606 | 313 |
Other Revenue | Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 502 | 402 |
Other Revenue | Orlando, Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,045 | 825 |
Other Revenue | Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 825 | 493 |
Other Revenue | New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 697 | $ 383 |
Debt (Senior Notes, Term Loans,
Debt (Senior Notes, Term Loans, and Revolver) (Details) | 1 Months Ended | 3 Months Ended | ||||
Sep. 30, 2021USD ($) | Mar. 31, 2022USD ($)asset$ / shares | Dec. 31, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2020$ / shares | Apr. 30, 2022USD ($) | |
Debt | ||||||
unamortized debt issuance costs on bonds | $ (12,466,000) | $ (13,058,000) | ||||
Debt, net | 2,210,725,000 | 2,409,438,000 | ||||
Unsecured Debt, Gross | 818,662,000 | 1,018,662,000 | ||||
Unamortized debt issuance costs on term loans | (3,223,000) | $ (3,658,000) | ||||
Debt Instrument, Covenant, Minimum Liquidity Level | $ 125,000,000 | |||||
Dividends | $ / shares | $ 0.01 | $ 0.01 | $ 0.33 | |||
Leverage ratio | 0.0700 | |||||
Amortization of deferred financing costs | $ 1,684,000 | $ 1,321,000 | ||||
Secured Debt [Member] | ||||||
Debt | ||||||
Number of Assets Encumbered | asset | 15 | |||||
The Revolver | Line of Credit | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 600,000,000 | |||||
Additional maturity term | 1 year | |||||
Unsecured Debt | $ 0 | $ 200,000,000 | ||||
Interest Rate | 2.95% | |||||
Remaining borrowing capacity | $ 600,000,000 | 400,000,000 | ||||
$400 Million Term Loan Maturing 2023 | Unsecured Debt [Member] | ||||||
Debt | ||||||
Maximum borrowing capacity | 400,000,000 | |||||
Unsecured Debt | $ 203,944,000 | 203,944,000 | ||||
Interest Rate | 4.69% | |||||
Extension Option | $ 151,700,000 | |||||
Extension period | 1 year | |||||
$225 Million Term Loan Maturing 2023 | Unsecured Debt [Member] | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 225,000,000 | |||||
Unsecured Debt | $ 114,718,000 | 114,718,000 | ||||
Interest Rate | 4.27% | |||||
Extension Option | $ 73,000,000 | |||||
Extension period | 1 year | |||||
$150 Million Term Loan Maturing 2023 | Unsecured Debt [Member] | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Unsecured Debt | $ 100,000,000 | 100,000,000 | ||||
Interest Rate | 4.18% | |||||
$400 Million Term Loan Maturing 2025 [Member] | Unsecured Debt [Member] | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 400,000,000 | |||||
Unsecured Debt | $ 400,000,000 | 400,000,000 | ||||
Interest Rate | 4.00% | |||||
Conventional Mortgage Loan | ||||||
Debt | ||||||
Unsecured Debt | $ 815,439,000 | 815,004,000 | ||||
$500 Million Senior Notes Due 2026 | Unsecured Debt [Member] | ||||||
Debt | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||
Senior Notes [Member] | ||||||
Debt | ||||||
Long-term Debt, Gross | $ 987,534,000 | 986,942,000 | ||||
$500 Million Senior Notes Due 2029 | Unsecured Debt [Member] | ||||||
Debt | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||
Revolver And Term Loan Amendment | Line of Credit | Subsequent Event [Member] | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Prepaid expenses and other assets | ||||||
Debt | ||||||
Deferred financing costs | $ 2,600,000 | 2,900,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Secured Debt [Member] | ||||||
Debt | ||||||
Secured Debt | 407,752,000 | 407,492,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Unsecured Debt [Member] | ||||||
Debt | ||||||
Unsecured Debt | 815,439,000 | 1,015,004,000 | ||||
Level 1 | Senior Notes [Member] | ||||||
Debt | ||||||
Long-term Debt, Gross | 1,000,000,000 | 1,000,000,000 | ||||
Level 1 | $500 Million Senior Notes Due 2029 | ||||||
Debt | ||||||
Long-term Debt, Gross | 500,000,000 | 500,000,000 | ||||
Level 1 | $500 Million Senior Notes Due 2026 | ||||||
Debt | ||||||
Long-term Debt, Gross | $ 500,000,000 | $ 500,000,000 |
Debt (Mortgage Loans) (Details)
Debt (Mortgage Loans) (Details) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2019increment | Mar. 31, 2022USD ($)assetloan | Dec. 31, 2021USD ($)loan | |
Debt | |||
Mortgage loans, gross | $ 408,463,000 | $ 408,554,000 | |
Unamortized debt issuance costs on mortgage loans | $ (711,000) | $ (1,062,000) | |
Mortgage Loan in Cash Trap Event | loan | 1 | 2 | |
Lender | |||
Debt | |||
Restricted Cash | $ 15,700,000 | $ 22,400,000 | |
Secured Debt [Member] | |||
Debt | |||
Number of Assets Encumbered | asset | 15 | ||
Secured Debt [Member] | Wells Fargo 3 | |||
Debt | |||
Number of Assets Encumbered | asset | 1 | ||
Interest Rate | 5.06% | ||
Mortgage loans, net | $ 27,463,000 | 27,554,000 | |
Debt Instrument, Fair Value Adjustment, Net | $ 2,500,000 | 2,600,000 | |
Three Point Four Three Percent Due March 2024 [Member] | Secured Debt [Member] | |||
Debt | |||
Number of Assets Encumbered | asset | 4 | ||
Mortgage loans, net | $ 85,000,000 | 85,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.43% | ||
Three Point Three Two Percent Due April 2022 [Member] | Secured Debt [Member] | |||
Debt | |||
Number of Assets Encumbered | asset | 7 | ||
Mortgage loans, net | $ 200,000,000 | 200,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.30% | ||
The Revolver | Line of Credit | |||
Debt | |||
Interest Rate | 2.95% | ||
Unsecured Debt | $ 0 | 200,000,000 | |
Additional maturity term | 1 year | ||
Remaining borrowing capacity | $ 600,000,000 | 400,000,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 600,000,000 | ||
Four Point Zero Zero Percent Due April 2024 [Member] | Secured Debt [Member] | |||
Debt | |||
Number of Assets Encumbered | asset | 3 | ||
Mortgage loans, net | $ 96,000,000 | 96,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.53% | ||
LIBOR Plus One Point Six Zero Percent [Member] | Secured Debt [Member] | |||
Debt | |||
Additional maturity term | 1 year | ||
Number of additional maturity terms | increment | 2 | ||
$225 Million Term Loan Maturing 2023 | Unsecured Debt [Member] | |||
Debt | |||
Interest Rate | 4.27% | ||
Unsecured Debt | $ 114,718,000 | 114,718,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 225,000,000 | ||
$400 Million Term Loan Maturing 2025 [Member] | Unsecured Debt [Member] | |||
Debt | |||
Interest Rate | 4.00% | ||
Unsecured Debt | $ 400,000,000 | $ 400,000,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | ||
$500 Million Senior Notes Due 2026 | Unsecured Debt [Member] | |||
Debt | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% |
Debt (Components of Interest Ex
Debt (Components of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt | ||
Amortization of deferred financing costs | $ 1,684 | $ 1,321 |
Gain (Loss) on Interest Rate Derivative Instruments Not Designated as Hedging Instruments | (44) | 0 |
Total Interest Expense | 24,561 | 27,895 |
Senior Notes [Member] | ||
Debt | ||
Interest expense | 9,743 | 5,942 |
Secured Debt [Member] | ||
Debt | ||
Interest expense | 3,210 | 3,454 |
Revolver and Term Loans | ||
Debt | ||
Interest expense | $ 9,968 | $ 17,178 |
Debt (Covenants) (Details)
Debt (Covenants) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | |
Debt Instrument Covenant [Abstract] | |||
Dividends | $ / shares | $ 0.01 | $ 0.01 | $ 0.33 |
Leverage ratio | 0.0700 | ||
Fixed charge coverage ratio | 0.0150 | ||
Debt Instrument, Covenant, Maximum, Secured Indebtedness Ratio | 45.00% | ||
Debt Instrument, Covenant, Maximum, Unsecured Indebtedness Ratio | 60.00% | ||
Debt Instrument, Covenant, Minimum, Unsecured Interest Coverage Ratio | 0.0200 | ||
Debt Instrument, Actual [Abstract] | |||
Leverage ratio | 0.0423 | ||
Fixed charge coverage ratio | 2.52% | ||
Debt Instrument, Actual, Secured Indebtedness Ratio | 1.86% | ||
Debt Instrument, Actual, Unsecured Indebtedness Ratio | 24.70% | ||
Debt Instrument, Actual, Unsecured Interest Coverage Ratio | 0.0169 | ||
Debt Instrument, Covenant, Minimum Liquidity Level | $ | $ 125 | ||
$500 Million Term Loan Maturing 2026 | Senior Notes [Member] | |||
Debt Instrument Covenant [Abstract] | |||
Debt Instrument, Covenant, Maximum, Secured Indebtedness Ratio | 0.45% | ||
Debt Instrument, Covenant, Minimum, Unsecured Interest Coverage Ratio | 0.0150 | ||
Debt Instrument, Covenant, Maximum, Consolidated Indebtedness Ratio | 0.0065 | ||
Debt Instrument, Covenant, Minimum, Unencumbered Asset To Unencumbered Debt Ratio | 150.00% |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 28, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | |
Interest Rate Derivatives | |||||||
Notional value | $ 1,199,662,000 | $ 1,399,655,000 | |||||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 16,035,000 | (19,917,000) | |||||
Amount of hedge ineffectiveness | 0 | $ 0 | $ 0 | ||||
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | (5,866,000) | 0 | |||||
Net unrealized gains in accumulated other comprehensive income expected to be reclassified into interest expense within the next 12 months | (3,300,000) | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 2.29% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | 200,000,000 | 200,000,000 | |||||
Interest rate swap liability | $ 1,566,000 | 4,077,000 | |||||
Interest rate | 2.29% | ||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | $ 4,400,000 | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 2.290% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 125,000,000 | 125,000,000 | |||||
Interest rate swap liability | $ 977,000 | 2,545,000 | |||||
Interest rate | 2.29% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 2.38% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 0 | 87,780,000 | |||||
Interest rate swap liability | $ 0 | 1,879,000 | |||||
Interest rate | 2.38% | ||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | $ 1,500,000 | $ 6,200,000 | |||||
Designated as Hedging Instrument | Interest Rate Swap, 2.380% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | 0 | 36,875,000 | |||||
Interest rate swap liability | $ 0 | 789,000 | |||||
Interest rate | 2.38% | ||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | $ 200,000 | ||||||
Derivative Liability, Notional Amount, Terminated Amount | 75,300,000 | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 2.75% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | 100,000,000 | 100,000,000 | |||||
Interest rate swap liability | $ 1,112,000 | 3,893,000 | |||||
Interest rate | 2.75% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 2.51% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 75,000,000 | 75,000,000 | |||||
Interest rate swap liability | $ 478,000 | 2,692,000 | |||||
Interest rate | 2.51% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 2.39% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 75,000,000 | 75,000,000 | |||||
Interest rate swap liability | $ 314,000 | 2,504,000 | |||||
Interest rate | 2.39% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 1.28% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 24,662,000 | 100,000,000 | |||||
Interest rate swap liability | $ 47,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 759,000 | ||||||
Interest rate | 1.28% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 1.24% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 150,000,000 | 150,000,000 | |||||
Interest rate swap liability | $ 5,703,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 860,000 | ||||||
Interest rate | 1.24% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 1.16% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 50,000,000 | 50,000,000 | |||||
Interest rate swap liability | $ 1,167,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 338,000 | ||||||
Interest rate | 1.16% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 1.200% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 50,000,000 | 50,000,000 | |||||
Interest rate swap liability | $ 1,123,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 387,000 | ||||||
Interest rate | 1.20% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 1.150% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 50,000,000 | 50,000,000 | |||||
Interest rate swap liability | $ 1,176,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 327,000 | ||||||
Interest rate | 1.15% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 1.10% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 50,000,000 | 50,000,000 | |||||
Interest rate swap liability | $ 1,230,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 267,000 | ||||||
Interest rate | 1.10% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 0.98% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 25,000,000 | 25,000,000 | |||||
Interest rate swap liability | $ 679,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 61,000 | ||||||
Interest rate | 0.98% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 0.95% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 25,000,000 | 25,000,000 | |||||
Interest rate swap liability | $ 695,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 43,000 | ||||||
Interest rate | 0.95% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 0.93% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 25,000,000 | 25,000,000 | |||||
Interest rate swap liability | $ 705,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 31,000 | ||||||
Interest rate | 0.93% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 0.90% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 25,000,000 | 25,000,000 | |||||
Interest rate swap liability | $ 722,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 13,000 | ||||||
Interest rate | 0.90% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 0.85% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 50,000,000 | 50,000,000 | |||||
Interest rate swap liability | $ 2,023,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 221,000 | ||||||
Interest rate | 0.85% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 0.75% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 50,000,000 | 50,000,000 | |||||
Interest rate swap liability | $ 2,159,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 372,000 | ||||||
Interest rate | 0.75% | ||||||
Designated as Hedging Instrument | Interest Rate Swap, 0.65% [Member] | |||||||
Interest Rate Derivatives | |||||||
Notional value | $ 50,000,000 | 50,000,000 | |||||
Interest rate swap liability | $ 3,147,000 | ||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 955,000 | ||||||
Interest rate | 0.65% | ||||||
Designated as Hedging Instrument | Interest Rate Swap Designated/Redesignated in2022 | |||||||
Interest Rate Derivatives | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | $ 5,900,000 | ||||||
Interest Expense | |||||||
Interest Rate Derivatives | |||||||
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | $ 4,900,000 | $ (7,300,000) | |||||
Accounts payable and other liabilities | Interest rate swap | |||||||
Interest Rate Derivatives | |||||||
Interest rate swap liability | 4,500,000 | $ 21,500,000 | |||||
Prepaid expenses and other assets | Interest rate swap | |||||||
Interest Rate Derivatives | |||||||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 20,500,000 |
Fair Value (Details)
Fair Value (Details) $ in Thousands | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2021room |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | $ 16,035 | $ (19,917) | |
Debt, net | 2,210,725 | 2,409,438 | |
Courtyard Houston Sugarland | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Property disposed, number of rooms | room | 112 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Fair Value | 2,148,529 | 2,407,094 | |
Recurring | Interest rate swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Interest rate swap asset | 20,529 | 1,548 | |
Interest rate swap liability | (4,494) | (21,465) | |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 16,035 | (19,917) | |
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 | Fair Value, Inputs, Level 2 [Member] | Interest rate swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Interest rate swap asset | 20,529 | 1,548 | |
Interest rate swap liability | (4,494) | (21,465) | |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 16,035 | (19,917) | |
Recurring | Fair Value, Inputs, Level 3 [Member] | 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 | |
Senior Notes [Member] | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Gross | 1,000,000 | 1,000,000 | |
Unsecured Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Fair Value | 806,218 | 1,006,647 | |
Unsecured Debt | 815,439 | 1,015,004 | |
Secured Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Fair Value | 403,211 | 401,387 | |
Secured Debt | 407,752 | 407,492 | |
$500 Million Senior Notes Due 2026 | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Gross | 500,000 | 500,000 | |
$500 Million Term Loan Maturing 2029 | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Fair Value | $ 939,100 | $ 999,060 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Accruals for tax uncertainties | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)property | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jun. 30, 2018hotel | |
Loss Contingencies [Line Items] | ||||
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 | $ 43,254 | $ 33,391 | $ 48,528 | |
Number of Real Estate Properties | 97 | 29 | ||
NOI Guarantee Termination Payment | $ 36,000 | |||
Reduction of Management Fee Expense | $ 1,000 | $ 4,600 |
Commitments and Contingencies_2
Commitments and Contingencies (Management Agreements) (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)hotelproperty | Mar. 31, 2021USD ($) | Jun. 30, 2018hotel | |
Other Commitments | |||
Number of Hotel Properties Operated under Management Agreements | hotel | 96 | ||
Number of Real Estate Properties | 97 | 29 | |
Minimum | |||
Other Commitments | |||
Management Agreement Term | 1 year | ||
Base Management Fee as Percentage of Hotel Revenues | 1.75% | ||
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% | ||
Management Service [Member] | |||
Other Commitments | |||
Cost of Goods and Services Sold | $ | $ 7.9 | $ 3.2 |
Commitments and Contingencies_3
Commitments and Contingencies (Franchise Agreements) (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)propertyhotel | Mar. 31, 2021USD ($) | Jun. 30, 2018hotel | |
Other Commitments | |||
Number of Hotel Properties Operated under Franchise Agreements | hotel | 66 | ||
Number of Real Estate Properties | 97 | 29 | |
Minimum | |||
Other Commitments | |||
Franchise Agreements Term | 1 year | ||
Franchise Agreements, Royalty Fee as Percentage of Room Revenue | 3.00% | ||
Franchise Agreements, Additional Fees for Marketing Central Reservation Systems and Other Franchisor Costs as Percentage of Room Revenue | 1.00% | ||
Franchise Agreements, Royalty Fee as Percentage of Food and Beverage Revenue | 1.50% | ||
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% | ||
Franchise [Member] | |||
Other Commitments | |||
Cost of Goods and Services Sold | $ | $ 13.6 | $ 6.7 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 29, 2022 | |
Equity, Class of Treasury Stock | |||||
Dividends declared per common share | $ 0.01 | $ 0.01 | $ 0.33 | ||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Limited Partners | |||||
Equity, Class of Treasury Stock | |||||
Remaining limited partner ownership interest in Operating Partnership units (in shares) | 771,831 | ||||
Series A Cumulative Preferred Stock [Member] | |||||
Equity, Class of Treasury Stock | |||||
Preferred Stock, Shares Authorized | 12,950,000 | 12,950,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Preferred Stock, Dividends Per Share, Declared | $ 0.4875 | $ 0.04875 | |||
2022 Share Repurchase Program | Subsequent Event [Member] | |||||
Equity, Class of Treasury Stock | |||||
Share repurchase program, authorized amount | $ 250 | ||||
The Knickerbocker New York [Member] | |||||
Equity, Class of Treasury Stock | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Equity Incentive Plan | ||||
Maximum number of common shares available for issuance (in shares) | 6,828,527 | |||
Restricted share awards | ||||
Summary of non-vested shares/units | ||||
Unvested at the beginning of the period (in shares) | 2,380,283 | |||
Granted (in shares) | 432,779 | |||
Vested (in shares) | (234,897) | |||
Forfeited (in shares) | (4,629) | |||
Unvested at the end of the period (in shares) | 2,573,536 | |||
Weighted Average Grant Date Fair Value | ||||
Unvested at the beginning of the period (in dollars per share) | $ 15.43 | |||
Granted (in dollars per share) | 15.22 | |||
Vested (in dollars per share) | 15.63 | |||
Forfeited (in dollars per share) | 13.34 | |||
Unvested at the end of the period (in dollars per share) | $ 15.38 | |||
Other Disclosures | ||||
Share-based compensation expense | $ 3.5 | $ 1.9 | ||
Total unrecognized compensation costs | $ 29.8 | |||
Weighted-average period of recognition of unrecognized share-based compensation expense | 2 years 2 months 12 days | |||
Total fair value of shares vested | $ 3.4 | 3.7 | ||
2015 Share Repurchase Program [Member] | ||||
Other Disclosures | ||||
Performance-based vesting period | 3 years | |||
Time-based vesting period | 1 year | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 4 years | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Absolute Total Shareholder Return | 40.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Relative Total Shareholder Return | 60.00% | |||
Vesting percentage upon satisfaction of performance-based vesting period | 50.00% | |||
Vesting percentage upon satisfaction of time-based vesting period | 50.00% | |||
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 | |||
2019 Performance Shares [Member] | ||||
Summary of non-vested shares/units | ||||
Granted (in shares) | 260,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 19.16 | |||
Other Disclosures | ||||
Fair value assumptions, risk free interest rate | 2.52% | |||
Fair value assumptions, expected volatility rate | 27.19% | |||
Performance Units | ||||
Other Disclosures | ||||
Share-based compensation expense | $ 1.7 | $ 0.9 | ||
Total unrecognized compensation costs | $ 16.5 | |||
Weighted-average period of recognition of unrecognized share-based compensation expense | 2 years 3 months 18 days | |||
2020 Performance Shares [Member] | ||||
Summary of non-vested shares/units | ||||
Granted (in shares) | 489,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 11.59 | |||
Other Disclosures | ||||
Fair value assumptions, risk free interest rate | 1.08% | |||
Fair value assumptions, expected volatility rate | 23.46% | |||
2021 Performance Shares | ||||
Summary of non-vested shares/units | ||||
Granted (in shares) | 431,151 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 20.90 | |||
Other Disclosures | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Absolute Total Shareholder Return | 2500.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Relative Total Shareholder Return | 75.00% | |||
Fair value assumptions, risk free interest rate | 0.23% | |||
Fair value assumptions, expected volatility rate | 69.47% | |||
Percentage of grant date fair value to be recognized over three years | 100.00% | |||
Employee service share based compensation cost period of recognition | 3 years | |||
2022 Performance Shares | ||||
Summary of non-vested shares/units | ||||
Granted (in shares) | 407,024 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 21.96 | |||
Other Disclosures | ||||
Fair value assumptions, risk free interest rate | 1.70% | |||
Fair value assumptions, expected volatility rate | 70.15% | |||
2021 Share Repurchase Program | ||||
Other Disclosures | ||||
Common shares available for future grant (in shares) | 3,493,984 | |||
Minimum | 2017 Performance Shares [Member] | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0.00% | |||
Minimum | 2015 Share Repurchase Program [Member] | ||||
Other Disclosures | ||||
Percentage of performance units that will convert into restricted shares | 0.00% | |||
Minimum | 2018 Performance Shares | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0.00% | |||
Minimum | 2019 Performance Shares [Member] | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0.00% | |||
Minimum | 2020 Performance Shares [Member] | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0.00% | |||
Maximum | 2017 Performance Shares [Member] | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 150.00% | |||
Maximum | Restricted share awards | ||||
Other Disclosures | ||||
Vesting period | 4 years | |||
Maximum | 2015 Share Repurchase Program [Member] | ||||
Other Disclosures | ||||
Percentage of performance units that will convert into restricted shares | 200.00% | |||
Maximum | 2018 Performance Shares | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 150.00% | |||
Maximum | 2019 Performance Shares [Member] | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 200.00% | |||
Maximum | 2020 Performance Shares [Member] | ||||
Equity Incentive Plan | ||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 200.00% |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net Income (Loss) Attributable to Parent | $ (15,247) | $ (77,985) |
Preferred Stock Dividends, Income Statement Impact | (6,279) | (6,279) |
Less: Dividends paid on unvested restricted shares | (26) | (10) |
Less: Undistributed Earnings allocated to unvested restricted shares | 0 | 0 |
Net loss attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ (21,552) | $ (84,274) |
Denominator: | ||
Weighted-average number of common shares - basic (in shares) | 164,179,661 | 163,826,009 |
Weighted-average number of common shares - diluted (in shares) | 164,179,661 | 163,826,009 |
Net income per share attributable to common shareholders - basic (in dollars per share) | $ (0.13) | $ (0.51) |
Net income per share attributable to common shareholders - diluted (in dollars per share) | $ (0.13) | $ (0.51) |
Supplemental Information to S_3
Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 479,047 | $ 647,844 | $ 665,341 | |
Restricted cash reserves | 43,254 | 33,391 | 48,528 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 522,301 | 681,235 | $ 713,869 | $ 934,790 |
Interest paid | 33,911 | 20,886 | ||
Income taxes paid | 6 | 134 | ||
Operating Lease, Payments | 3,629 | 2,880 | ||
In connection with the sale of hotel properties, the Company recorded the following: | ||||
Sales price | 35,450 | 4,410 | ||
Transaction costs | (599) | (300) | ||
Operating prorations | (726) | (120) | ||
Proceeds from the sale of hotel properties, net | 34,125 | 3,990 | ||
Supplemental non-cash transactions | ||||
Accrued capital expenditures | $ 1,454 | $ 9,485 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Apr. 30, 2022USD ($) |
Subsequent Event [Member] | Revolver And Term Loan Amendment | Line of Credit | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 50 |