Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.01 per share | |
Trading Symbol | RLJ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 159,150,293 | |
Entity Central Index Key | 0001511337 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Investment in hotel properties, net | $ 4,165,843 | $ 4,180,328 |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 7,260 | 6,979 |
Cash and cash equivalents | 474,332 | 481,316 |
Restricted cash reserves | 31,244 | 55,070 |
Hotel and other receivables, net of allowance of $323 and $319, respectively | 41,178 | 38,528 |
Operating Lease, Right-of-Use Asset | 135,480 | 136,915 |
Prepaid expense and other assets | 76,615 | 79,089 |
Total assets | 4,931,952 | 4,978,225 |
Liabilities and Equity | ||
Debt, net | 2,219,284 | 2,217,555 |
Accounts payable and other liabilities | 144,775 | 155,916 |
Contract with Customer, Liability | 27,904 | 23,769 |
Operating Lease, Liability | 116,193 | 117,010 |
Accrued interest | 11,144 | 20,707 |
Distributions payable | 19,412 | 14,622 |
Total liabilities | 2,538,712 | 2,549,579 |
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, 2023 and December 31, 2022 | 366,936 | 366,936 |
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 160,077,784 and 162,003,533 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 1,601 | 1,620 |
Additional paid-in capital | 3,034,682 | 3,054,958 |
Accumulated other comprehensive income | 34,175 | 40,591 |
Retained Earnings | (1,057,939) | (1,049,441) |
Total shareholders’ equity | 2,379,455 | 2,414,664 |
Noncontrolling interests: | ||
Noncontrolling interest in consolidated joint ventures | 7,521 | 7,669 |
Noncontrolling interest in the Operating Partnership | 6,264 | 6,313 |
Total noncontrolling interests | 13,785 | 13,982 |
Total equity | 2,393,240 | 2,428,646 |
Total liabilities and equity | $ 4,931,952 | $ 4,978,225 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Hotel and other receivables, allowance | $ 323 | $ 319 |
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 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 | 160,077,784 | 162,003,533 |
Common shares of beneficial interest, shares outstanding | 160,077,784 | 162,003,533 |
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 ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Total revenues | $ 314,503 | $ 242,899 |
Expenses | ||
Operating Costs and Expenses | 200,994 | 159,039 |
Depreciation and amortization | 44,996 | 46,865 |
Property tax, insurance and other | 24,648 | 22,513 |
General and administrative | 13,656 | 14,134 |
Transaction costs | 20 | 62 |
Total operating expenses | 284,314 | 242,613 |
Other income, net | 849 | 7,285 |
Interest income | 3,664 | 172 |
Interest expense | (24,130) | (24,561) |
Gain on sale of hotel properties, net | 0 | 1,417 |
Income (loss) before equity in income from unconsolidated joint ventures | 10,572 | (15,401) |
Equity in income from unconsolidated joint ventures | 281 | 122 |
Income (loss) before income tax expense | 10,853 | (15,279) |
Income tax expense | (339) | (190) |
Net income (loss) | 10,514 | (15,469) |
Net (income) loss attributable to noncontrolling interests: | ||
Noncontrolling interest in the Operating Partnership | (17) | 104 |
Noncontrolling interest in consolidated joint ventures | 148 | 118 |
Net income (loss) attributable to RLJ | 10,645 | (15,247) |
Preferred dividends | (6,279) | (6,279) |
Net income (loss) attributable to common shareholders | $ 4,366 | $ (21,526) |
Basic per common share data: | ||
Net income per share attributable to common shareholders - basic (in dollars per share) | $ 0.03 | $ (0.13) |
Weighted-average number of common shares - basic (in shares) | 159,483,268 | 164,179,661 |
Diluted per common share data: | ||
Net income per share attributable to common shareholders - diluted (in dollars per share) | $ 0.03 | $ (0.13) |
Weighted-average number of common shares - diluted (in shares) | 160,143,748 | 164,179,661 |
Comprehensive income: | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 10,514 | $ (15,469) |
Unrealized gain (loss) on interest rate derivatives | (6,416) | 34,193 |
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | 0 | (5,866) |
Comprehensive income | 4,098 | 12,858 |
Noncontrolling interest in the Operating Partnership | (17) | 104 |
Noncontrolling interest in consolidated joint ventures | 148 | 118 |
Comprehensive income attributable to RLJ | 4,229 | 13,080 |
Accumulated Other Comprehensive Income | ||
Comprehensive income: | ||
Unrealized gain (loss) on interest rate derivatives | (6,416) | 34,193 |
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | (5,866) | |
Room Revenue | ||
Revenues | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 260,832 | 205,779 |
Expenses | ||
Operating Costs and Expenses | 66,051 | 53,828 |
Food and Beverage Revenue | ||
Revenues | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 33,288 | 20,901 |
Expenses | ||
Operating Costs and Expenses | 26,137 | 16,169 |
Other Revenue | ||
Revenues | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 20,383 | 16,219 |
Expenses | ||
Operating Costs and Expenses | 82,624 | 68,654 |
Management And Franchise Fee Expense | ||
Expenses | ||
Operating Costs and Expenses | $ 26,182 | $ 20,388 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Series A Cumulative Preferred Stock [Member] | Common Stock | 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, 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 Stockholders' Equity [Roll Forward] | ||||||||
Net Income (Loss) Attributable to Parent | (15,247) | |||||||
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 | ||||||
Share grants to trustees | 0 | $ 4 | (4) | |||||
Share grants to trustees (in shares) | 432,779 | |||||||
Distribution to consolidated joint venture partners | (2,589) | (2,589) | ||||||
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 | |||||||
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 |
Balance (in shares) at Dec. 31, 2022 | 12,879,475 | 162,003,533 | ||||||
Balance at Dec. 31, 2022 | 2,428,646 | $ 366,936 | $ 1,620 | 3,054,958 | (1,049,441) | 40,591 | 6,313 | 7,669 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net Income (Loss) Attributable to Parent | 10,645 | 10,645 | ||||||
Net income (loss) | 10,514 | 10,645 | 17 | (148) | ||||
Unrealized gain (loss) on interest rate derivatives | (6,416) | (6,416) | ||||||
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | 0 | |||||||
Issuance of restricted stock (in shares) | 640,407 | |||||||
Issuance of restricted stock | 0 | $ 6 | (6) | |||||
Amortization of share-based compensation | 6,131 | 6,131 | ||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares) | (162,749) | |||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | (1,889) | $ (1) | (1,888) | |||||
Shares acquired as part of a share repurchase program | (24,537) | $ (24) | (24,513) | |||||
Shares acquired as part of a share repurchase program (in shares) | (2,401,853) | |||||||
Forfeiture of restricted stock (in shares) | (1,554) | |||||||
Restricted Stock Award, Forfeitures | 0 | |||||||
Dividends, Preferred Stock | (6,279) | (6,279) | ||||||
Distributions on common shares and units | (12,930) | (12,864) | (66) | |||||
Balance (in shares) at Mar. 31, 2023 | 12,879,475 | 160,077,784 | ||||||
Balance at Mar. 31, 2023 | $ 2,393,240 | $ 366,936 | $ 1,601 | $ 3,034,682 | $ (1,057,939) | $ 34,175 | $ 6,264 | $ 7,521 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 10,514,000 | $ (15,469,000) |
Adjustments to reconcile net income (loss) to cash flow provided by operating activities: | ||
Gain on sale of hotel properties, net | 0 | (1,417,000) |
Depreciation and amortization | 44,996,000 | 46,865,000 |
Amortization of deferred financing costs | 1,474,000 | 1,684,000 |
Other amortization | 1,086,000 | 403,000 |
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | 0 | (5,866,000) |
Equity in income from unconsolidated joint ventures | (281,000) | (122,000) |
Amortization of share-based compensation | 5,692,000 | 5,184,000 |
Changes in assets and liabilities: | ||
Hotel and other receivables, net | (2,650,000) | (6,946,000) |
Prepaid expense and other assets | (4,782,000) | (4,254,000) |
Accounts payable and other liabilities | (8,603,000) | (320,000) |
Advance deposits and deferred revenue | 4,135,000 | 1,449,000 |
Accrued interest | (9,563,000) | (10,900,000) |
Net cash flow provided by operating activities | 42,018,000 | 10,291,000 |
Cash flows from investing activities | ||
Proceeds from the sale of hotel property, net | 0 | 34,125,000 |
Improvements and additions to hotel properties | (32,634,000) | (24,334,000) |
Net cash flow (used in) provided by investing activities | (32,634,000) | 9,791,000 |
Cash flows from financing activities | ||
Repayment of Revolver | 0 | (200,000,000) |
Borrowing on Term Loan | 95,000,000 | 0 |
Repayments of Term Loans | (94,006,000) | 0 |
Repurchase of common shares under a share repurchase program | (24,537,000) | 0 |
Repurchase of common shares to satisfy employee tax withholding requirements | (1,889,000) | (1,269,000) |
Distributions on preferred shares | (6,279,000) | (6,279,000) |
Distributions on common shares | (8,100,000) | (1,666,000) |
Distributions on Operating Partnership units | (40,000) | (3,000) |
Payments of deferred financing costs | (343,000) | 0 |
Contributions from consolidated joint venture partners | 0 | 156,000 |
Distribution to consolidated joint venture partners | 0 | (2,589,000) |
Net cash flow used in financing activities | (40,194,000) | (211,650,000) |
Net change in cash, cash equivalents, and restricted cash reserves | (30,810,000) | (191,568,000) |
Cash, cash equivalents, and restricted cash reserves, beginning of year | 536,386,000 | 713,869,000 |
Cash, cash equivalents, and restricted cash reserves, end of period | $ 505,576,000 | $ 522,301,000 |
General
General | 3 Months Ended |
Mar. 31, 2023 | |
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, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. 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, 2023, there were 160,849,615 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022, filed with the Securities and Exchange Commission ("SEC") on February 28, 2023 (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, 2022. 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 of a normal recurring nature that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, 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 income (loss) and comprehensive income, shareholders’ equity or cash flows. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. The guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate that was expected to be discontinued at the end of 2021 because of reference rate reform. The guidance was effective upon issuance and expired on December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the expiration date of Topic 848 to December 31, 2024. We have elected to apply certain of the optional expedients for contract modifications to our financial instruments impacted by the discontinuance of LIBOR. We expect to continue to elect various optional expedients for contract modifications to our financial instruments affected by the reference rate reform through the extended expiration date of December 31, 2024. The application of this guidance did not have a material impact on our consolidated financial statements. |
Investment in Hotel Properties
Investment in Hotel Properties | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Land and improvements $ 993,190 $ 992,609 Buildings and improvements 4,055,187 4,040,505 Furniture, fixtures and equipment 761,211 745,978 5,809,588 5,779,092 Accumulated depreciation (1,643,745) (1,598,764) Investment in hotel properties, net $ 4,165,843 $ 4,180,328 |
Sale of Hotel Properties
Sale of Hotel Properties | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Hotel Properties | Sale of Hotel Properties |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue For the three months ended March 31, 2023 For the three months ended March 31, 2022 Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue South Florida $ 38,540 $ 5,424 $ 2,322 $ 46,286 $ 37,411 $ 4,739 $ 2,222 $ 44,372 Northern California 34,812 3,463 1,988 40,263 20,207 1,613 1,037 22,857 Southern California 28,931 3,872 2,916 35,719 23,591 1,661 2,158 27,410 Austin 11,620 1,613 928 14,161 8,382 671 740 9,793 Houston 11,599 889 1,163 13,651 8,528 569 867 9,964 Washington DC 12,507 187 555 13,249 8,326 117 590 9,033 New York City 11,006 1,204 662 12,872 7,662 789 473 8,924 Chicago 9,442 2,208 670 12,320 8,960 1,622 460 11,042 Louisville 8,154 3,393 768 12,315 4,845 1,993 879 7,717 Atlanta 10,639 609 1,032 12,280 7,685 385 825 8,895 Charleston 7,769 2,022 788 10,579 6,738 1,196 502 8,436 New Orleans 9,158 404 747 10,309 7,856 164 697 8,717 Tampa 7,744 1,085 560 9,389 6,492 766 606 7,864 Orlando 7,291 931 831 9,053 6,507 595 1,045 8,147 Boston 6,934 842 319 8,095 4,670 495 232 5,397 Other 44,686 5,142 4,134 53,962 37,919 3,526 2,886 44,331 Total $ 260,832 $ 33,288 $ 20,383 $ 314,503 $ 205,779 $ 20,901 $ 16,219 $ 242,899 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022, the Company was in compliance with all covenants associated with the Senior Notes. Revolver and Term Loans The Company has the following unsecured credit agreements in place: • $600.0 million revolving credit facility with a scheduled maturity date of 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, 2024 (the "$400 Million Term Loan Maturing 2024"); • $225.0 million term loan with a scheduled maturity date of January 25, 2024 (the "$225 Million Term Loan Maturing 2024"); • $400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025"); and • $200.0 million term loan with a scheduled maturity date of January 31, 2026 and two one year extension options if certain conditions are satisfied (the "$200 Million Term Loan Maturing 2026"). The $400 Million Term Loan Maturing 2024, the $225 Million Term Loan Maturing 2024, the $400 Million Term Loan Maturing 2025, and the $200 Million Term Loan Maturing 2026 are collectively referred to as the "Term Loans." In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 that closed in November 2022 and utilized these proceeds to pay off approximately $52.3 million of the principal balance of a term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023") and approximately $41.7 million of the principal balance of another term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"). The Company's unsecured credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at March 31, 2023 (1) Maturity Date March 31, 2023 December 31, 2022 Revolver (2) —% May 2024 $ — $ — $400 Million Term Loan Maturing 2023 (3) —% — — 52,261 $400 Million Term Loan Maturing 2024 6.71% January 2024 (5) 151,683 151,683 $225 Million Term Loan Maturing 2023 (3) —% — — 41,745 $225 Million Term Loan Maturing 2024 4.57% January 2024 (5) 72,973 72,973 $400 Million Term Loan Maturing 2025 3.27% May 2025 400,000 400,000 $200 Million Term Loan Maturing 2026 (4) 3.43% January 2026 (6) 200,000 105,000 824,656 823,662 Deferred financing costs, net (7) (2,975) (3,126) Total Revolver and Term Loans, net $ 821,681 $ 820,536 (1) Interest rate at March 31, 2023 gives effect to interest rate hedges. (2) There was $600.0 million of remaining capacity on the Revolver at both March 31, 2023 and December 31, 2022. The Company has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 and utilized these proceeds to pay off these Term Loans. (4) In January 2023, the Company received the remaining $95.0 million in proceeds on this Term Loan. (5) In January 2023, the Company exercised its options to extend the maturities of these Term Loan balances to January 2024. (6) This Term Loan includes two one year extension options. The exercise of the extension options will be at the Company's discretion, subject to certain conditions. (7) Excludes $1.4 million and $1.7 million as of March 31, 2023 and December 31, 2022, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. 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 Yes Fixed charge coverage ratio (2) >= 1.50x Yes Secured indebtedness ratio <= 45.0% Yes Unencumbered indebtedness ratio <= 60.0% Yes Unencumbered debt service coverage ratio >= 2.00x 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. 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, 2023 Maturity Date March 31, 2023 December 31, 2022 Mortgage loan (1) 7 4.35% (3) April 2023 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 2.53% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 4.89% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,103 27,193 15 408,103 408,193 Deferred financing costs, net (399) (481) Total mortgage loans, net $ 407,704 $ 407,712 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.1 million and $2.2 million at March 31, 2023 and December 31, 2022, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at March 31, 2023 gives effect to interest rate hedges. (4) This mortgage loan provides for an additional one year extension option. In April 2023, the Company exercised the final option to extend the maturity to April 2024. (5) This 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 and accordingly, such cash is restricted. In addition, certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. As of December 31, 2022, although all mortgage loans met their debt yield or DSCR thresholds, one mortgage loan was in a cash trap event pending notification to the lender to remove the restrictions. As of December 31, 2022, there was approximately $26.9 million of restricted cash held by this lender due to the cash trap event, and during the three months ended March 31, 2023, all of the restrictions on this cash were removed. At March 31, 2023, all mortgage loans met their debt yield or DSCR thresholds and no mortgage loans were in 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, 2023 2022 Senior Notes $ 9,688 $ 9,743 Revolver and Term Loans 8,543 9,968 Mortgage loans 3,943 3,210 Amortization of deferred financing costs 1,474 1,684 Non-cash interest expense related to interest rate hedges 482 (44) Total interest expense $ 24,130 $ 24,561 " id="sjs-B4" xml:space="preserve">Debt The Company's debt consisted of the following (in thousands): March 31, 2023 December 31, 2022 Senior Notes, net $ 989,899 $ 989,307 Revolver — — Term Loans, net 821,681 820,536 Mortgage loans, net 407,704 407,712 Debt, net $ 2,219,284 $ 2,217,555 Senior Notes 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, 2023 December 31, 2022 2029 Senior Notes (1) 4.00% September 2029 $ 500,000 $ 500,000 2026 Senior Notes (1) 3.75% July 2026 500,000 500,000 1,000,000 1,000,000 Deferred financing costs, net (10,101) (10,693) Total senior notes, net $ 989,899 $ 989,307 (1) Requires payment of interest only through maturity. The indentures governing the Senior Notes contain customary covenants that 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, 2023 and December 31, 2022, the Company was in compliance with all covenants associated with the Senior Notes. Revolver and Term Loans The Company has the following unsecured credit agreements in place: • $600.0 million revolving credit facility with a scheduled maturity date of 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, 2024 (the "$400 Million Term Loan Maturing 2024"); • $225.0 million term loan with a scheduled maturity date of January 25, 2024 (the "$225 Million Term Loan Maturing 2024"); • $400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025"); and • $200.0 million term loan with a scheduled maturity date of January 31, 2026 and two one year extension options if certain conditions are satisfied (the "$200 Million Term Loan Maturing 2026"). The $400 Million Term Loan Maturing 2024, the $225 Million Term Loan Maturing 2024, the $400 Million Term Loan Maturing 2025, and the $200 Million Term Loan Maturing 2026 are collectively referred to as the "Term Loans." In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 that closed in November 2022 and utilized these proceeds to pay off approximately $52.3 million of the principal balance of a term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023") and approximately $41.7 million of the principal balance of another term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"). The Company's unsecured credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at March 31, 2023 (1) Maturity Date March 31, 2023 December 31, 2022 Revolver (2) —% May 2024 $ — $ — $400 Million Term Loan Maturing 2023 (3) —% — — 52,261 $400 Million Term Loan Maturing 2024 6.71% January 2024 (5) 151,683 151,683 $225 Million Term Loan Maturing 2023 (3) —% — — 41,745 $225 Million Term Loan Maturing 2024 4.57% January 2024 (5) 72,973 72,973 $400 Million Term Loan Maturing 2025 3.27% May 2025 400,000 400,000 $200 Million Term Loan Maturing 2026 (4) 3.43% January 2026 (6) 200,000 105,000 824,656 823,662 Deferred financing costs, net (7) (2,975) (3,126) Total Revolver and Term Loans, net $ 821,681 $ 820,536 (1) Interest rate at March 31, 2023 gives effect to interest rate hedges. (2) There was $600.0 million of remaining capacity on the Revolver at both March 31, 2023 and December 31, 2022. The Company has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 and utilized these proceeds to pay off these Term Loans. (4) In January 2023, the Company received the remaining $95.0 million in proceeds on this Term Loan. (5) In January 2023, the Company exercised its options to extend the maturities of these Term Loan balances to January 2024. (6) This Term Loan includes two one year extension options. The exercise of the extension options will be at the Company's discretion, subject to certain conditions. (7) Excludes $1.4 million and $1.7 million as of March 31, 2023 and December 31, 2022, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. 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 Yes Fixed charge coverage ratio (2) >= 1.50x Yes Secured indebtedness ratio <= 45.0% Yes Unencumbered indebtedness ratio <= 60.0% Yes Unencumbered debt service coverage ratio >= 2.00x 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. 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, 2023 Maturity Date March 31, 2023 December 31, 2022 Mortgage loan (1) 7 4.35% (3) April 2023 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 2.53% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 4.89% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,103 27,193 15 408,103 408,193 Deferred financing costs, net (399) (481) Total mortgage loans, net $ 407,704 $ 407,712 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.1 million and $2.2 million at March 31, 2023 and December 31, 2022, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at March 31, 2023 gives effect to interest rate hedges. (4) This mortgage loan provides for an additional one year extension option. In April 2023, the Company exercised the final option to extend the maturity to April 2024. (5) This 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 and accordingly, such cash is restricted. In addition, certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. As of December 31, 2022, although all mortgage loans met their debt yield or DSCR thresholds, one mortgage loan was in a cash trap event pending notification to the lender to remove the restrictions. As of December 31, 2022, there was approximately $26.9 million of restricted cash held by this lender due to the cash trap event, and during the three months ended March 31, 2023, all of the restrictions on this cash were removed. At March 31, 2023, all mortgage loans met their debt yield or DSCR thresholds and no mortgage loans were in 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, 2023 2022 Senior Notes $ 9,688 $ 9,743 Revolver and Term Loans 8,543 9,968 Mortgage loans 3,943 3,210 Amortization of deferred financing costs 1,474 1,684 Non-cash interest expense related to interest rate hedges 482 (44) Total interest expense $ 24,130 $ 24,561 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2023 | |
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 Effective Date Maturity Date March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Swap-cash flow 2.29% March 2019 December 2022 $ — $ 200,000 $ — $ — Swap-cash flow 2.29% March 2019 December 2022 — 125,000 — — Swap-cash flow 2.64% November 2022 November 2023 100,000 100,000 1,466 1,935 Swap-cash flow 2.51% January 2021 December 2023 75,000 75,000 1,461 1,852 Swap-cash flow 2.39% January 2021 December 2023 75,000 75,000 1,535 1,948 Swap-cash flow 1.16% April 2021 April 2024 50,000 50,000 2,013 2,464 Swap-cash flow 1.20% April 2021 April 2024 50,000 50,000 1,989 2,436 Swap-cash flow 1.15% April 2021 April 2024 50,000 50,000 2,018 2,470 Swap-cash flow 1.10% April 2021 April 2024 50,000 50,000 2,046 2,504 Swap-cash flow 0.98% April 2021 April 2024 25,000 25,000 1,057 1,293 Swap-cash flow 0.95% April 2021 April 2024 25,000 25,000 1,065 1,304 Swap-cash flow (1) 0.93% April 2021 April 2024 25,000 25,000 1,071 1,310 Swap-cash flow (1) 0.90% April 2021 April 2024 25,000 25,000 1,080 1,321 Swap-cash flow 4.37% April 2023 April 2024 200,000 — 504 — Swap-cash flow (1) 0.85% June 2020 December 2024 50,000 50,000 3,005 3,538 Swap-cash flow (1) 0.75% June 2020 December 2024 50,000 50,000 3,091 3,636 Swap-cash flow 1.24% September 2021 September 2025 150,000 150,000 9,987 11,636 Swap-cash flow (1) 0.65% July 2021 January 2026 50,000 50,000 4,403 5,041 $ 1,050,000 $ 1,175,000 $ 37,791 $ 44,688 (1) 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 accumulated other comprehensive income to other income, net, in the consolidated statements of operations and comprehensive income. 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 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, 2023 and December 31, 2022, the aggregate fair value of the interest rate swap assets of $37.8 million and $44.7 million, respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. interest expense |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Senior Notes, net $ 989,899 $ 883,195 $ 989,307 $ 853,895 Revolver and Term Loans, net 821,681 816,018 820,536 812,604 Mortgage loans, net 407,704 387,527 407,712 388,839 Debt, net $ 2,219,284 $ 2,086,740 $ 2,217,555 $ 2,055,338 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, 2023 (in thousands): Fair Value at March 31, 2023 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 37,791 $ — $ 37,791 Total $ — $ 37,791 $ — $ 37,791 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, 2022 (in thousands): Fair Value at December 31, 2022 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 44,688 $ — $ 44,688 Total $ — $ 44,688 $ — $ 44,688 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, 2023, 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 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
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 ("NOL"), 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 related to the NOL carryforwards of RLJ Lodging Trust Master TRS, Inc., the Company's primary TRS. The Company had no accruals for tax uncertainties as of March 31, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022, approximately $31.2 million and $55.1 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, 2023, 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. For the three months ended March 31, 2023 and 2022, the Company incurred management fee expense of approximately $10.8 million and $6.9 million, respectively. Franchise Agreements As of March 31, 2023, 59 of the Company’s consolidated hotel properties were operated under franchise agreements with initial terms ranging from one |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | Equity Common Shares of Beneficial Interest During the three months ended March 31, 2023 and 2022, the Company declared a cash dividend of $0.08 and $0.01 per common share, respectively. In April 2022, the Company's board of trustees approved a 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"). During the three months ended March 31, 2023, the Company repurchased and retired approximately 2.4 million common shares for approximately $24.5 million. Subsequent to the quarter ended March 31, 2023, the Company repurchased and retired approximately 1.5 million common shares for approximately $15.3 million. As of May 5, 2023, the 2022 Share Repurchase Program had a remaining capacity of $152.5 million. On April 28, 2023, 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, 2023 to May 8, 2024 (the "2023 Share Repurchase Program"). Series A Preferred Shares During the three months ended March 31, 2023 and 2022, the Company declared a cash dividend of $0.4875 on each Series A Preferred Share. The Series A Preferred Shares are convertible, in whole or in part, at any time, at the option of the holders into common shares at a conversion rate of 0.2806 common shares for each Series A Preferred Share. Noncontrolling Interest in Consolidated Joint Ventures The Company consolidates the joint venture that owns The Knickerbocker hotel property, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interest is 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, 2023, 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, 2023 | |
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, 2023 is as follows: 2023 Number of Weighted-Average Unvested at January 1, 2023 2,267,870 $ 15.32 Granted 640,407 11.33 Vested (378,807) 15.10 Forfeited (1,554) 13.55 Unvested at March 31, 2023 2,527,916 $ 14.34 For the three months ended March 31, 2023 and 2022, the Company recognized approximately $3.6 million and $3.5 million, respectively, of share-based compensation expense related to restricted share awards. As of March 31, 2023, there was $23.0 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 1.8 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the three months ended March 31, 2023 and 2022 was approximately $4.4 million and $3.4 million, respectively. Performance Units The Company aligns its executive officers with its long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year performance unit awards that use both absolute and relative Total Shareholder Return as the primary metrics. 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. 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. The fair value of the performance units was 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, 2022 and 2023 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, if 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. The fair value of the performance units was determined using a Monte Carlo simulation. For performance units granted in 2021, 2022 and 2023, 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 2020 (1) 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% 1.70% 70.15% February 2023 574,846 $16.90 0% to 200% 4.33% 66.7% (1) In February 2023, following the end of the measurement period, the Company met certain threshold criterion and the performance units will convert into approximately 200,000 restricted shares. For the three months ended March 31, 2023 and 2022, the Company recognized approximately $2.1 million and $1.7 million, respectively, of share-based compensation expense related to the performance unit awards. As of March 31, 2023, there was $18.0 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 2.2 years. |
Earnings per Common Share
Earnings per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Earnings per Common Share Basic earnings per common share is calculated by dividing net income (loss) 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 (loss) 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, and convertible Series A Preferred Shares, calculated using the if-converted 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 (loss) 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, 2023 and 2022, since the limited partners’ share of income (loss) would also be added back to net income (loss) 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, 2023 2022 Numerator: Net income (loss) attributable to RLJ $ 10,645 $ (15,247) Less: Preferred dividends (6,279) (6,279) Less: Dividends paid on unvested restricted shares (202) (26) Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 4,164 $ (21,552) Denominator: Weighted-average number of common shares - basic 159,483,268 164,179,661 Unvested restricted shares 568,125 — Unvested performance units 92,355 — Weighted-average number of common shares - diluted 160,143,748 164,179,661 Net income (loss) per share attributable to common shareholders - basic $ 0.03 $ (0.13) Net income (loss) per share attributable to common shareholders - diluted $ 0.03 $ (0.13) |
Supplemental Information to Sta
Supplemental Information to Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 474,332 $ 479,047 Restricted cash reserves 31,244 43,254 Cash, cash equivalents, and restricted cash reserves $ 505,576 $ 522,301 Interest paid $ 32,252 $ 33,911 Income taxes paid $ 67 $ 6 Operating cash flow lease payments for operating leases $ 4,344 $ 3,629 Supplemental investing and financing transactions In connection with the sale of a hotel property, the Company recorded the following: Sales price $ — $ 35,450 Transaction costs — (599) Operating prorations — (726) Proceeds from the sale of hotel property, net $ — $ 34,125 Supplemental non-cash transactions Accrued capital expenditures $ 15,138 $ 1,454 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 of a normal recurring nature that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, 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 | Reclassifications Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net income (loss) and comprehensive income, shareholders’ equity or cash flows. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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. The guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate that was expected to be discontinued at the end of 2021 because of reference rate reform. The guidance was effective upon issuance and expired on December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the expiration date of Topic 848 to December 31, 2024. We have elected to apply certain of the optional expedients for contract modifications to our financial instruments impacted by the discontinuance of LIBOR. We expect to continue to elect various optional expedients for contract modifications to our financial instruments affected by the reference rate reform through the extended expiration date of December 31, 2024. The application of this guidance did not have a material impact on our consolidated financial statements. |
Management Agreements | Management Agreements As of March 31, 2023, 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, 2023, 59 of the Company’s consolidated hotel properties were operated under franchise agreements with initial terms ranging from one |
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 (loss) 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 (loss) 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, and convertible Series A Preferred Shares, calculated using the if-converted 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 (loss) 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, 2023 and 2022, since the limited partners’ share of income (loss) would also be added back to net income (loss) attributable to common shareholders. |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investment in hotel properties | Investment in hotel properties consisted of the following (in thousands): March 31, 2023 December 31, 2022 Land and improvements $ 993,190 $ 992,609 Buildings and improvements 4,055,187 4,040,505 Furniture, fixtures and equipment 761,211 745,978 5,809,588 5,779,092 Accumulated depreciation (1,643,745) (1,598,764) Investment in hotel properties, net $ 4,165,843 $ 4,180,328 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | For the three months ended March 31, 2023 For the three months ended March 31, 2022 Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue South Florida $ 38,540 $ 5,424 $ 2,322 $ 46,286 $ 37,411 $ 4,739 $ 2,222 $ 44,372 Northern California 34,812 3,463 1,988 40,263 20,207 1,613 1,037 22,857 Southern California 28,931 3,872 2,916 35,719 23,591 1,661 2,158 27,410 Austin 11,620 1,613 928 14,161 8,382 671 740 9,793 Houston 11,599 889 1,163 13,651 8,528 569 867 9,964 Washington DC 12,507 187 555 13,249 8,326 117 590 9,033 New York City 11,006 1,204 662 12,872 7,662 789 473 8,924 Chicago 9,442 2,208 670 12,320 8,960 1,622 460 11,042 Louisville 8,154 3,393 768 12,315 4,845 1,993 879 7,717 Atlanta 10,639 609 1,032 12,280 7,685 385 825 8,895 Charleston 7,769 2,022 788 10,579 6,738 1,196 502 8,436 New Orleans 9,158 404 747 10,309 7,856 164 697 8,717 Tampa 7,744 1,085 560 9,389 6,492 766 606 7,864 Orlando 7,291 931 831 9,053 6,507 595 1,045 8,147 Boston 6,934 842 319 8,095 4,670 495 232 5,397 Other 44,686 5,142 4,134 53,962 37,919 3,526 2,886 44,331 Total $ 260,832 $ 33,288 $ 20,383 $ 314,503 $ 205,779 $ 20,901 $ 16,219 $ 242,899 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consisted of the following (in thousands): March 31, 2023 December 31, 2022 Senior Notes, net $ 989,899 $ 989,307 Revolver — — Term Loans, net 821,681 820,536 Mortgage loans, net 407,704 407,712 Debt, net $ 2,219,284 $ 2,217,555 |
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">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, 2023 December 31, 2022 2029 Senior Notes (1) 4.00% September 2029 $ 500,000 $ 500,000 2026 Senior Notes (1) 3.75% July 2026 500,000 500,000 1,000,000 1,000,000 Deferred financing costs, net (10,101) (10,693) Total senior notes, net $ 989,899 $ 989,307 (1) Requires payment of interest only through maturity. The indentures governing the Senior Notes contain customary covenants that 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 unsecured credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at March 31, 2023 (1) Maturity Date March 31, 2023 December 31, 2022 Revolver (2) —% May 2024 $ — $ — $400 Million Term Loan Maturing 2023 (3) —% — — 52,261 $400 Million Term Loan Maturing 2024 6.71% January 2024 (5) 151,683 151,683 $225 Million Term Loan Maturing 2023 (3) —% — — 41,745 $225 Million Term Loan Maturing 2024 4.57% January 2024 (5) 72,973 72,973 $400 Million Term Loan Maturing 2025 3.27% May 2025 400,000 400,000 $200 Million Term Loan Maturing 2026 (4) 3.43% January 2026 (6) 200,000 105,000 824,656 823,662 Deferred financing costs, net (7) (2,975) (3,126) Total Revolver and Term Loans, net $ 821,681 $ 820,536 (1) Interest rate at March 31, 2023 gives effect to interest rate hedges. (2) There was $600.0 million of remaining capacity on the Revolver at both March 31, 2023 and December 31, 2022. The Company has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 and utilized these proceeds to pay off these Term Loans. (4) In January 2023, the Company received the remaining $95.0 million in proceeds on this Term Loan. (5) In January 2023, the Company exercised its options to extend the maturities of these Term Loan balances to January 2024. (6) This Term Loan includes two one year extension options. The exercise of the extension options will be at the Company's discretion, subject to certain conditions. (7) Excludes $1.4 million and $1.7 million as of March 31, 2023 and December 31, 2022, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. |
Schedule Of 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 Yes Fixed charge coverage ratio (2) >= 1.50x Yes Secured indebtedness ratio <= 45.0% Yes Unencumbered indebtedness ratio <= 60.0% Yes Unencumbered debt service coverage ratio >= 2.00x 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, 2023 Maturity Date March 31, 2023 December 31, 2022 Mortgage loan (1) 7 4.35% (3) April 2023 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 2.53% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 4.89% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,103 27,193 15 408,103 408,193 Deferred financing costs, net (399) (481) Total mortgage loans, net $ 407,704 $ 407,712 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.1 million and $2.2 million at March 31, 2023 and December 31, 2022, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at March 31, 2023 gives effect to interest rate hedges. (4) This mortgage loan provides for an additional one year extension option. In April 2023, the Company exercised the final option to extend the maturity to April 2024. (5) This 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, 2023 2022 Senior Notes $ 9,688 $ 9,743 Revolver and Term Loans 8,543 9,968 Mortgage loans 3,943 3,210 Amortization of deferred financing costs 1,474 1,684 Non-cash interest expense related to interest rate hedges 482 (44) Total interest expense $ 24,130 $ 24,561 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Effective Date Maturity Date March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Swap-cash flow 2.29% March 2019 December 2022 $ — $ 200,000 $ — $ — Swap-cash flow 2.29% March 2019 December 2022 — 125,000 — — Swap-cash flow 2.64% November 2022 November 2023 100,000 100,000 1,466 1,935 Swap-cash flow 2.51% January 2021 December 2023 75,000 75,000 1,461 1,852 Swap-cash flow 2.39% January 2021 December 2023 75,000 75,000 1,535 1,948 Swap-cash flow 1.16% April 2021 April 2024 50,000 50,000 2,013 2,464 Swap-cash flow 1.20% April 2021 April 2024 50,000 50,000 1,989 2,436 Swap-cash flow 1.15% April 2021 April 2024 50,000 50,000 2,018 2,470 Swap-cash flow 1.10% April 2021 April 2024 50,000 50,000 2,046 2,504 Swap-cash flow 0.98% April 2021 April 2024 25,000 25,000 1,057 1,293 Swap-cash flow 0.95% April 2021 April 2024 25,000 25,000 1,065 1,304 Swap-cash flow (1) 0.93% April 2021 April 2024 25,000 25,000 1,071 1,310 Swap-cash flow (1) 0.90% April 2021 April 2024 25,000 25,000 1,080 1,321 Swap-cash flow 4.37% April 2023 April 2024 200,000 — 504 — Swap-cash flow (1) 0.85% June 2020 December 2024 50,000 50,000 3,005 3,538 Swap-cash flow (1) 0.75% June 2020 December 2024 50,000 50,000 3,091 3,636 Swap-cash flow 1.24% September 2021 September 2025 150,000 150,000 9,987 11,636 Swap-cash flow (1) 0.65% July 2021 January 2026 50,000 50,000 4,403 5,041 $ 1,050,000 $ 1,175,000 $ 37,791 $ 44,688 (1) 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 accumulated other comprehensive income to other income, net, in the consolidated statements of operations and comprehensive income. 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 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, 2023 | |
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, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Senior Notes, net $ 989,899 $ 883,195 $ 989,307 $ 853,895 Revolver and Term Loans, net 821,681 816,018 820,536 812,604 Mortgage loans, net 407,704 387,527 407,712 388,839 Debt, net $ 2,219,284 $ 2,086,740 $ 2,217,555 $ 2,055,338 |
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, 2023 (in thousands): Fair Value at March 31, 2023 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 37,791 $ — $ 37,791 Total $ — $ 37,791 $ — $ 37,791 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, 2022 (in thousands): Fair Value at December 31, 2022 Level 1 Level 2 Level 3 Total Interest rate swap asset $ — $ 44,688 $ — $ 44,688 Total $ — $ 44,688 $ — $ 44,688 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2020 (1) 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% 1.70% 70.15% February 2023 574,846 $16.90 0% to 200% 4.33% 66.7% |
Restricted share awards | |
Equity Incentive Plan | |
Summary of the unvested restricted shares | A summary of the unvested restricted shares as of March 31, 2023 is as follows: 2023 Number of Weighted-Average Unvested at January 1, 2023 2,267,870 $ 15.32 Granted 640,407 11.33 Vested (378,807) 15.10 Forfeited (1,554) 13.55 Unvested at March 31, 2023 2,527,916 $ 14.34 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Numerator: Net income (loss) attributable to RLJ $ 10,645 $ (15,247) Less: Preferred dividends (6,279) (6,279) Less: Dividends paid on unvested restricted shares (202) (26) Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 4,164 $ (21,552) Denominator: Weighted-average number of common shares - basic 159,483,268 164,179,661 Unvested restricted shares 568,125 — Unvested performance units 92,355 — Weighted-average number of common shares - diluted 160,143,748 164,179,661 Net income (loss) per share attributable to common shareholders - basic $ 0.03 $ (0.13) Net income (loss) per share attributable to common shareholders - diluted $ 0.03 $ (0.13) |
Supplemental Information to S_2
Supplemental Information to Statements of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental information to statements of cash flows | For the three months ended March 31, 2023 2022 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 474,332 $ 479,047 Restricted cash reserves 31,244 43,254 Cash, cash equivalents, and restricted cash reserves $ 505,576 $ 522,301 Interest paid $ 32,252 $ 33,911 Income taxes paid $ 67 $ 6 Operating cash flow lease payments for operating leases $ 4,344 $ 3,629 Supplemental investing and financing transactions In connection with the sale of a hotel property, the Company recorded the following: Sales price $ — $ 35,450 Transaction costs — (599) Operating prorations — (726) Proceeds from the sale of hotel property, net $ — $ 34,125 Supplemental non-cash transactions Accrued capital expenditures $ 15,138 $ 1,454 |
General (Details)
General (Details) | 3 Months Ended | ||||||
Mar. 31, 2023 USD ($) property state room shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 $ / shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2021 $ / shares | Jun. 30, 2019 hotel | |
Sale of Stock | |||||||
OP units outstanding (in units) | shares | 160,849,615 | ||||||
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 | 35 | |||||
Number of hotel rooms owned | room | 21,400 | ||||||
Number of states in which hotels owned by the entity are located | state | 23 | ||||||
Dividends | $ / shares | $ 0.08 | $ 0.08 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Cash and cash equivalents | $ | $ 474,332,000 | $ 481,316,000 | $ 479,047,000 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ | $ 505,576,000 | $ 536,386,000 | $ 522,301,000 | $ 713,869,000 | |||
Wholly Owned Properties [Member] | |||||||
Sale of Stock | |||||||
Number of Real Estate Properties | 95 | ||||||
Hotel property ownership interest (as a percent) | 100% | ||||||
Consolidated Properties [Member] | |||||||
Sale of Stock | |||||||
Number of Real Estate Properties | 96 | ||||||
Unconsolidated Properties [Member] | |||||||
Sale of Stock | |||||||
Number of Real Estate Properties | 1 | ||||||
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% | ||||||
Fifty Percent Owned [Member] | Unconsolidated Properties [Member] | |||||||
Sale of Stock | |||||||
Equity Method Investment, Ownership Percentage | 50% | ||||||
Fifty Percent Owned [Member] | Partially Owned Properties [Member] | |||||||
Sale of Stock | |||||||
Hotel property ownership interest (as a percent) | 50% | ||||||
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, 2023 USD ($) joint_venture | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | ||
Real Estate Interests, Number of Joint Ventures | joint_venture | 1 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Operating Lease, Right-of-Use Asset | $ 135,480 | $ 136,915 |
Accounts payable and other liabilities | 144,775 | 155,916 |
Operating Lease, Liability | $ 116,193 | $ 117,010 |
Fifty Percent Owned [Member] | Unconsolidated Properties [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Equity Method Investment, Ownership Percentage | 50% |
Investment in Hotel Propertie_2
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Land and improvements | $ 993,190 | $ 992,609 | |
Buildings and improvements | 4,055,187 | 4,040,505 | |
Furniture, fixtures and equipment | 761,211 | 745,978 | |
Investment in hotel properties, gross | 5,809,588 | 5,779,092 | |
Accumulated depreciation | (1,643,745) | (1,598,764) | |
Investment in hotel properties, net | 4,165,843 | $ 4,180,328 | |
Real Estate Depreciation Expense, Excluding Discontinued Operations Expense | $ 45,000 | $ 46,700 |
Sale of Hotel Properties (Narra
Sale of Hotel Properties (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of hotel property, net | $ 0 | $ 34,125 |
Gain on sale of hotel properties, net | $ 0 | 1,417 |
Disposals 2022 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from the sale of hotel property, net | $ 35,500 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 314,503 | $ 242,899 |
Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 35,719 | 27,410 |
South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 46,286 | 44,372 |
Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 40,263 | 22,857 |
Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,320 | 11,042 |
Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13,249 | 9,033 |
New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,872 | 8,924 |
Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13,651 | 9,964 |
Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 14,161 | 9,793 |
Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,315 | 7,717 |
Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 53,962 | 44,331 |
Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,579 | 8,436 |
Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,280 | 8,895 |
New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,309 | 8,717 |
Boston, MA | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,095 | 5,397 |
Tampa, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,389 | 7,864 |
Orlando, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,053 | 8,147 |
Room Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 260,832 | 205,779 |
Room Revenue | Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 28,931 | 23,591 |
Room Revenue | South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 38,540 | 37,411 |
Room Revenue | Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 34,812 | 20,207 |
Room Revenue | Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 9,442 | 8,960 |
Room Revenue | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 12,507 | 8,326 |
Room Revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 11,006 | 7,662 |
Room Revenue | Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 11,599 | 8,528 |
Room Revenue | Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 11,620 | 8,382 |
Room Revenue | Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 8,154 | 4,845 |
Room Revenue | Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 44,686 | 37,919 |
Room Revenue | Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,769 | 6,738 |
Room Revenue | Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 10,639 | 7,685 |
Room Revenue | New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 9,158 | 7,856 |
Room Revenue | Boston, MA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,934 | 4,670 |
Room Revenue | Tampa, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,744 | 6,492 |
Room Revenue | Orlando, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,291 | 6,507 |
Food and Beverage Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 33,288 | 20,901 |
Food and Beverage Revenue | Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,872 | 1,661 |
Food and Beverage Revenue | South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 5,424 | 4,739 |
Food and Beverage Revenue | Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,463 | 1,613 |
Food and Beverage Revenue | Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,208 | 1,622 |
Food and Beverage Revenue | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 187 | 117 |
Food and Beverage Revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,204 | 789 |
Food and Beverage Revenue | Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 889 | 569 |
Food and Beverage Revenue | Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,613 | 671 |
Food and Beverage Revenue | Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,393 | 1,993 |
Food and Beverage Revenue | Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 5,142 | 3,526 |
Food and Beverage Revenue | Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,022 | 1,196 |
Food and Beverage Revenue | Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 609 | 385 |
Food and Beverage Revenue | New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 404 | 164 |
Food and Beverage Revenue | Boston, MA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 842 | 495 |
Food and Beverage Revenue | Tampa, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,085 | 766 |
Food and Beverage Revenue | Orlando, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 931 | 595 |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 20,383 | 16,219 |
Other Revenue | Southern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,916 | 2,158 |
Other Revenue | South Florida | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,322 | 2,222 |
Other Revenue | Northern California | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,988 | 1,037 |
Other Revenue | Chicago, Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 670 | 460 |
Other Revenue | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 555 | 590 |
Other Revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 662 | 473 |
Other Revenue | Houston, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,163 | 867 |
Other Revenue | Austin, Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 928 | 740 |
Other Revenue | Louisville, Kentucky | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 768 | 879 |
Other Revenue | Other Markets | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,134 | 2,886 |
Other Revenue | Charleston, South Carolina | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 788 | 502 |
Other Revenue | Atlanta, Georgia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,032 | 825 |
Other Revenue | New Orleans | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 747 | 697 |
Other Revenue | Boston, MA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 319 | 232 |
Other Revenue | Tampa, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 560 | 606 |
Other Revenue | Orlando, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 831 | $ 1,045 |
Debt (Senior Notes, Term Loans,
Debt (Senior Notes, Term Loans, and Revolver) (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) option asset | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt | ||||
unamortized debt issuance costs on bonds | $ (10,101,000) | $ (10,693,000) | ||
Number of extension options | option | 2 | |||
Debt, net | $ 2,219,284,000 | 2,217,555,000 | ||
Unsecured Debt, Gross | 824,656,000 | 823,662,000 | ||
Unamortized debt issuance costs on term loans | (2,975,000) | (3,126,000) | ||
Amortization of deferred financing costs | $ 1,474,000 | $ 1,684,000 | ||
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 | 0 | ||
Interest Rate | 0% | |||
Remaining borrowing capacity | $ 600,000,000 | |||
$400 Million Term Loan Maturing 2023 | ||||
Debt | ||||
Maximum borrowing capacity | 400,000,000 | |||
Repayments of Debt | $ 52,300,000 | |||
$400 Million Term Loan Maturing 2023 | Unsecured Debt | ||||
Debt | ||||
Maximum borrowing capacity | 400,000,000 | |||
Unsecured Debt | $ 0 | 52,261,000 | ||
Interest Rate | 0% | |||
$400 Million Term Loan Maturing 2024 | Unsecured Debt | ||||
Debt | ||||
Maximum borrowing capacity | $ 400,000,000 | |||
Unsecured Debt | $ 151,683,000 | 151,683,000 | ||
Interest Rate | 6.71% | |||
$225 Million Term Loan Maturing 2023 | ||||
Debt | ||||
Maximum borrowing capacity | 225,000,000 | |||
Repayments of Debt | $ 41,700,000 | |||
$225 Million Term Loan Maturing 2023 | Unsecured Debt | ||||
Debt | ||||
Maximum borrowing capacity | $ 225,000,000 | |||
Proceeds from long-term lines of credit | 95,000,000 | |||
Unsecured Debt | $ 0 | 41,745,000 | ||
Interest Rate | 0% | |||
$400 Million Term Loan Maturing 2025 [Member] | Unsecured Debt | ||||
Debt | ||||
Maximum borrowing capacity | $ 400,000,000 | |||
Unsecured Debt | $ 400,000,000 | 400,000,000 | ||
Interest Rate | 3.27% | |||
Conventional Mortgage Loan | ||||
Debt | ||||
Unsecured Debt | $ 821,681,000 | 820,536,000 | ||
$500 Million Senior Notes Due 2026 | Unsecured Debt | ||||
Debt | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||
Senior Notes [Member] | ||||
Debt | ||||
Long-term Debt, Gross | $ 989,899,000 | 989,307,000 | ||
$500 Million Senior Notes Due 2029 | Unsecured Debt | ||||
Debt | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | |||
$225 Million Term Loan Maturing 2024 | Unsecured Debt | ||||
Debt | ||||
Maximum borrowing capacity | $ 225,000,000 | |||
Unsecured Debt | $ 72,973,000 | 72,973,000 | ||
Interest Rate | 4.57% | |||
$200 Million Term Loan Maturing 2026 | ||||
Debt | ||||
Additional maturity term | 1 year | |||
$200 Million Term Loan Maturing 2026 | Unsecured Debt | ||||
Debt | ||||
Maximum borrowing capacity | $ 200,000,000 | |||
Unsecured Debt | $ 200,000,000 | 105,000,000 | ||
Interest Rate | 3.43% | |||
Prepaid expenses and other assets | ||||
Debt | ||||
Deferred financing costs | $ 1,400,000 | 1,700,000 | ||
Fair Value, Inputs, Level 3 [Member] | Secured Debt [Member] | ||||
Debt | ||||
Secured Debt | 407,704,000 | 407,712,000 | ||
Fair Value, Inputs, Level 3 [Member] | Unsecured Debt | ||||
Debt | ||||
Unsecured Debt | 821,681,000 | 820,536,000 | ||
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, 2019 increment | Mar. 31, 2023 USD ($) asset | Dec. 31, 2022 USD ($) loan | |
Debt | |||
Mortgage loans, gross | $ 408,103,000 | $ 408,193,000 | |
Unamortized debt issuance costs on mortgage loans | $ (399,000) | $ (481,000) | |
Mortgage Loan in Cash Trap Event | loan | 1 | ||
Lender | |||
Debt | |||
Restricted Cash | $ 26,900,000 | ||
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 | $ 27,103,000 | 27,193,000 | |
Debt Instrument, Fair Value Adjustment, Net | $ 2,100,000 | 2,200,000 | |
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 | 4.89% | ||
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 | 4.35% | ||
The Revolver | Line of Credit | |||
Debt | |||
Interest Rate | 0% | ||
Unsecured Debt | $ 0 | 0 | |
Additional maturity term | 1 year | ||
Remaining borrowing capacity | $ 600,000,000 | ||
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 | |||
Debt | |||
Line of Credit Facility, Maximum Borrowing Capacity | 225,000,000 | ||
$225 Million Term Loan Maturing 2023 | Unsecured Debt | |||
Debt | |||
Interest Rate | 0% | ||
Unsecured Debt | $ 0 | 41,745,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 225,000,000 | ||
$400 Million Term Loan Maturing 2025 [Member] | Unsecured Debt | |||
Debt | |||
Interest Rate | 3.27% | ||
Unsecured Debt | $ 400,000,000 | $ 400,000,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | ||
$500 Million Senior Notes Due 2026 | Unsecured Debt | |||
Debt | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% |
Debt (Components of Interest Ex
Debt (Components of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt | ||
Amortization of deferred financing costs | $ 1,474 | $ 1,684 |
Gain (Loss) on Interest Rate Derivative Instruments Not Designated as Hedging Instruments | (482) | 44 |
Total Interest Expense | 24,130 | 24,561 |
Senior Notes [Member] | ||
Debt | ||
Interest expense | 9,688 | 9,743 |
Secured Debt [Member] | ||
Debt | ||
Interest expense | 3,943 | 3,210 |
Revolver and Term Loans | ||
Debt | ||
Interest expense | $ 8,543 | $ 9,968 |
Debt (Covenants) (Details)
Debt (Covenants) (Details) - $ / shares | 3 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2023 | |
Debt Instrument Covenant [Abstract] | ||||||
Dividends | $ 0.08 | $ 0.08 | $ 0.01 | $ 0.01 | $ 0.01 | |
$500 Million Term Loan Maturing 2026 | Senior Notes [Member] | ||||||
Debt Instrument Covenant [Abstract] | ||||||
Debt Instrument, Covenant, Maximum, Secured Indebtedness Ratio | 45% | |||||
Debt Instrument, Covenant, Minimum, Unsecured Interest Coverage Ratio | 1.5 | |||||
Debt Instrument, Covenant, Maximum, Consolidated Indebtedness Ratio | 0.65 | |||||
Debt Instrument, Covenant, Minimum, Unencumbered Asset To Unencumbered Debt Ratio | 150% | |||||
Original Covenant | ||||||
Debt Instrument Covenant [Abstract] | ||||||
Leverage ratio | 0.0700 | |||||
Fixed charge coverage ratio | 0.0150 | |||||
Debt Instrument, Covenant, Maximum, Secured Indebtedness Ratio | 45% | |||||
Debt Instrument, Covenant, Maximum, Unsecured Indebtedness Ratio | 60% | |||||
Debt Instrument, Covenant, Minimum, Unsecured Interest Coverage Ratio | 2 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Interest Rate Derivatives | ||||
Notional value | $ 1,050,000,000 | $ 1,175,000,000 | ||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 37,791,000 | 44,688,000 | ||
Amount of hedge ineffectiveness | 0 | $ 0 | ||
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | 0 | (5,866,000) | ||
Net unrealized gains in accumulated other comprehensive income expected to be reclassified into interest expense within the next 12 months | $ (24,600,000) | |||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest income | |||
Designated as Hedging Instrument | ||||
Interest Rate Derivatives | ||||
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | $ 6,000,000 | $ (4,900,000) | ||
Designated as Hedging Instrument | Interest Rate Swap, 2.29% [Member] | ||||
Interest Rate Derivatives | ||||
Notional value | 0 | 200,000,000 | ||
Interest rate swap liability | 0 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 0 | |||
Interest rate | 2.29% | |||
Designated as Hedging Instrument | Interest Rate Swap, 2.290% [Member] | ||||
Interest Rate Derivatives | ||||
Notional value | $ 0 | 125,000,000 | ||
Interest rate swap liability | 0 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 0 | |||
Interest rate | 2.29% | |||
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 | 1,935,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,466,000 | |||
Interest rate | 2.64% | |||
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 | 1,852,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,461,000 | |||
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 | 1,948,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,535,000 | |||
Interest rate | 2.39% | |||
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 | 11,636,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 9,987,000 | |||
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 | 2,464,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 2,013,000 | |||
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 | 2,436,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,989,000 | |||
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 | 2,470,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 2,018,000 | |||
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 | 2,504,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 2,046,000 | |||
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 | 1,293,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,057,000 | |||
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 | 1,304,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,065,000 | |||
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 | 1,310,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,071,000 | |||
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 | 1,321,000 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 1,080,000 | |||
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 Cash Flow Hedge Asset at Fair Value | $ 3,005,000 | 3,538,000 | ||
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 Cash Flow Hedge Asset at Fair Value | $ 3,091,000 | 3,636,000 | ||
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 Cash Flow Hedge Asset at Fair Value | $ 4,403,000 | 5,041,000 | ||
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 | |||
Designated as Hedging Instrument | Interest Rate Swap, 4.37% | ||||
Interest Rate Derivatives | ||||
Notional value | $ 200,000,000 | 0 | ||
Interest rate swap liability | $ 0 | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 504,000 | |||
Interest rate | 4.37% | |||
Prepaid expenses and other assets | Interest rate swap | ||||
Interest Rate Derivatives | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 37,800,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | $ 37,791 | $ 44,688 |
Debt, net | 2,219,284 | 2,217,555 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term Debt, Fair Value | 2,086,740 | 2,055,338 |
Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap asset | 37,791 | 44,688 |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 37,791 | 44,688 |
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 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 | 37,791 | 44,688 |
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net | 37,791 | 44,688 |
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 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 | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term Debt, Fair Value | 816,018 | 812,604 |
Unsecured Debt | 821,681 | 820,536 |
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 | 387,527 | 388,839 |
Secured Debt | 407,704 | 407,712 |
$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 | $ 883,195 | $ 853,895 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Accruals for tax uncertainties | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) property | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2019 hotel | |
Loss Contingencies [Line Items] | ||||
Minimum restricted cash reserve escrows to be maintained as a percentage of the hotel's revenue | 3% | |||
Maximum restricted cash reserve escrows to be maintained as percentage of hotel's revenue | 5% | |||
Restricted cash reserves for future capital expenditures, real estate taxes and insurance | $ 31,244 | $ 55,070 | $ 43,254 | |
Number of Real Estate Properties | 97 | 35 |
Commitments and Contingencies_2
Commitments and Contingencies (Management Agreements) (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) property hotel | Mar. 31, 2022 USD ($) | Jun. 30, 2019 hotel | |
Other Commitments | |||
Number of Hotel Properties Operated under Management Agreements | hotel | 96 | ||
Number of Real Estate Properties | 97 | 35 | |
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% | ||
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% | ||
Management Service [Member] | |||
Other Commitments | |||
Cost of Goods and Services Sold | $ | $ 10.8 | $ 6.9 |
Commitments and Contingencies_3
Commitments and Contingencies (Franchise Agreements) (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) hotel property | Mar. 31, 2022 USD ($) | Jun. 30, 2019 hotel | |
Other Commitments | |||
Number of Hotel Properties Operated under Franchise Agreements | hotel | 59 | ||
Number of Real Estate Properties | 97 | 35 | |
Minimum | |||
Other Commitments | |||
Franchise Agreements Term | 1 year | ||
Franchise Agreements, Royalty Fee as Percentage of Room Revenue | 2% | ||
Franchise Agreements, Additional Fees for Marketing Central Reservation Systems and Other Franchisor Costs as Percentage of Room Revenue | 1% | ||
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% | ||
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% | ||
Franchise [Member] | |||
Other Commitments | |||
Cost of Goods and Services Sold | $ | $ 15.4 | $ 13.6 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||
May 06, 2023 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Sep. 30, 2022 $ / shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Sep. 30, 2021 $ / shares | May 05, 2023 USD ($) | Apr. 28, 2023 USD ($) | Apr. 29, 2022 USD ($) | |
Equity, Class of Treasury Stock | ||||||||||
Stock repurchased during the period, Value | $ 24,537 | |||||||||
Dividends declared per common share | $ / shares | $ 0.08 | $ 0.08 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Restricted Stock Award, Forfeitures | $ 0 | $ 0 | ||||||||
Preferred Stock, Convertible, Conversion Ratio | 0.2806 | |||||||||
Subsequent Event | ||||||||||
Equity, Class of Treasury Stock | ||||||||||
Stock repurchased during the period, Value | $ 15,300 | |||||||||
Share repurchase program, remaining authorized amount | $ 152,500 | |||||||||
Limited Partners | ||||||||||
Equity, Class of Treasury Stock | ||||||||||
Remaining limited partner ownership interest in Operating Partnership units (in shares) | shares | 771,831 | |||||||||
Series A Cumulative Preferred Stock [Member] | ||||||||||
Equity, Class of Treasury Stock | ||||||||||
Preferred Stock, Dividends Per Share, Declared | $ / shares | $ 0.4875 | $ 0.4875 | $ 0.4875 | $ 0.4875 | ||||||
2022 Share Repurchase Program | ||||||||||
Equity, Class of Treasury Stock | ||||||||||
Common shares repurchased and retired (in shares) | shares | 2,400,000 | |||||||||
Share repurchase program, authorized amount | $ 250,000 | |||||||||
2022 Share Repurchase Program | Subsequent Event | ||||||||||
Equity, Class of Treasury Stock | ||||||||||
Common shares repurchased and retired (in shares) | shares | 1,500,000 | |||||||||
2023 Share Repurchase Program | Subsequent Event | ||||||||||
Equity, Class of Treasury Stock | ||||||||||
Share repurchase program, authorized amount | $ 250,000 | |||||||||
The Knickerbocker New York [Member] | ||||||||||
Equity, Class of Treasury Stock | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5% |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
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) | 2,267,870 | ||||
Granted (in shares) | 640,407 | ||||
Vested (in shares) | (378,807) | ||||
Forfeited (in shares) | (1,554) | ||||
Unvested at the end of the period (in shares) | 2,527,916 | ||||
Weighted Average Grant Date Fair Value | |||||
Unvested at the beginning of the period (in dollars per share) | $ 15.32 | ||||
Granted (in dollars per share) | 11.33 | ||||
Vested (in dollars per share) | 15.10 | ||||
Forfeited (in dollars per share) | 13.55 | ||||
Unvested at the end of the period (in dollars per share) | $ 14.34 | ||||
Other Disclosures | |||||
Share-based compensation expense | $ 3.6 | $ 3.5 | |||
Total unrecognized compensation costs | $ 23 | ||||
Weighted-average period of recognition of unrecognized share-based compensation expense | 1 year 9 months 18 days | ||||
Total fair value of shares vested | $ 4.4 | 3.4 | |||
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% | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Relative Total Shareholder Return | 60% | ||||
Vesting percentage upon satisfaction of performance-based vesting period | 50% | ||||
Vesting percentage upon satisfaction of time-based vesting period | 50% | ||||
Percentage of grant date fair value to be recognized over three years | 50% | ||||
Employee service share based compensation cost period of recognition | 3 years | ||||
Percentage of grant date fair value to be recognized over four years | 50% | ||||
Employee service share based compensation cost period of recognition | 4 years | ||||
Performance Units | |||||
Other Disclosures | |||||
Share-based compensation expense | $ 2.1 | $ 1.7 | |||
Total unrecognized compensation costs | $ 18 | ||||
Weighted-average period of recognition of unrecognized share-based compensation expense | 2 years 2 months 12 days | ||||
Performance-based vesting period | 4 years | ||||
2020 Performance Shares [Member] | |||||
Summary of non-vested shares/units | |||||
Granted (in shares) | 200,000 | 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 | 2,500% | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Relative Total Shareholder Return | 75% | ||||
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% | ||||
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) | 2,770,454 | ||||
2023 Performance Shares | |||||
Summary of non-vested shares/units | |||||
Granted (in shares) | 574,846 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 16.90 | ||||
Other Disclosures | |||||
Fair value assumptions, risk free interest rate | 4.33% | ||||
Fair value assumptions, expected volatility rate | 66.70% | ||||
Minimum | 2015 Share Repurchase Program [Member] | |||||
Other Disclosures | |||||
Percentage of performance units that will convert into restricted shares | 0% | ||||
Minimum | 2020 Performance Shares [Member] | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0% | ||||
Minimum | 2021 Performance Shares | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0% | ||||
Minimum | 2022 Performance Shares | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0% | ||||
Minimum | 2023 Performance Shares | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 0% | ||||
Maximum | 2015 Share Repurchase Program [Member] | |||||
Other Disclosures | |||||
Percentage of performance units that will convert into restricted shares | 200% | ||||
Maximum | 2020 Performance Shares [Member] | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 200% | ||||
Maximum | 2021 Performance Shares | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 200% | ||||
Maximum | 2022 Performance Shares | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 200% | ||||
Maximum | 2023 Performance Shares | |||||
Equity Incentive Plan | |||||
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range | 200% |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net Income (Loss) Attributable to Parent | $ 10,645 | $ (15,247) |
Preferred Stock Dividends, Income Statement Impact | (6,279) | (6,279) |
Less: Dividends paid on unvested restricted shares | (202) | (26) |
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 4,164 | $ (21,552) |
Denominator: | ||
Weighted-average number of common shares - basic (in shares) | 159,483,268 | 164,179,661 |
Unvested restricted shares (in shares) | 568,125 | 0 |
Incremental Performance Units Attributable t | 92,355 | 0 |
Weighted-average number of common shares - diluted (in shares) | 160,143,748 | 164,179,661 |
Net income per share attributable to common shareholders - basic (in dollars per share) | $ 0.03 | $ (0.13) |
Net income per share attributable to common shareholders - diluted (in dollars per share) | $ 0.03 | $ (0.13) |
Supplemental Information to S_3
Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 474,332 | $ 479,047 | $ 481,316 | |
Restricted cash reserves | 31,244 | 43,254 | 55,070 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 505,576 | 522,301 | $ 536,386 | $ 713,869 |
Interest paid | 32,252 | 33,911 | ||
Income taxes paid | 67 | 6 | ||
Operating Lease, Payments | 4,344 | 3,629 | ||
In connection with the sale of a hotel property, the Company recorded the following: | ||||
Sales price | 0 | 35,450 | ||
Transaction costs | 0 | (599) | ||
Operating prorations | 0 | (726) | ||
Proceeds from the sale of hotel property, net | 0 | 34,125 | ||
Supplemental non-cash transactions | ||||
Accrued capital expenditures | $ 15,138 | $ 1,454 |