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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Maryland
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27-4706509
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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3 Bethesda Metro Center, Suite 1000
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Bethesda, Maryland
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20814
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(do not check if a
smaller reporting company)
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Smaller reporting company
o
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Item No.
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Form 10-K
Report Page
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PART I
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PART II
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PART III
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PART IV
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•
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"our company," "we," "us" and "our" refer to RLJ Lodging Trust, a Maryland real estate investment trust, together with its consolidated subsidiaries, including RLJ Lodging Trust, L.P., a Delaware limited partnership, which we refer to as "our operating partnership";
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•
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"our predecessor" collectively refers to RLJ Development, LLC ("RLJ Development"), and two lodging-focused private equity funds that were sponsored and managed by RLJ Development, RLJ Lodging Fund II, L.P. (and its parallel fund), (collectively, "Fund II"), and RLJ Real Estate Fund III, L.P. (and its parallel fund), (collectively, "Fund III"), all of which were entities under the common control of Robert L. Johnson, our Executive Chairman;
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•
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"our hotels" refers to the
126
hotels owned by us as of
December 31, 2015
;
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•
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a "compact full-service hotel" typically refers to any hotel with (1) less than 300 guestrooms and less than 12,000 square feet of meeting space or (2) more than 300 guestrooms where, unlike traditional full-service hotels, the operations focus primarily on the rental of guestrooms such that a significant majority of its total revenue is generated from room rentals rather than other sources, such as food and beverage;
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•
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a "focused-service hotel" typically refers to any hotel where the operations focus primarily on the rental of guestrooms and that offers services and amenities to a lesser extent than a typical full-service or compact full-service hotel. For example, a focused-service hotel may have a restaurant, but, unlike a restaurant in a typical full-service or compact full-service hotel, it may not offer three meals per day and may not offer room service. In addition, a focused-service hotel differs from a compact full-service hotel in that it typically has less than 2,000 square feet of meeting space, if any at all;
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•
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"TRS" refers to each of our taxable REIT subsidiaries that are wholly-owned, directly or indirectly, by our operating partnership and any disregarded subsidiaries of our TRSs;
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•
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"Average Daily Rate" ("ADR") represents total hotel room revenues divided by total number of rooms sold in a given period;
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•
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"Occupancy" represents the total number of hotel rooms sold in a given period divided by the total number of rooms available;
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•
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"Revenue Per Available Room" ("RevPAR") is the product of ADR and Occupancy; and
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•
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"RevPAR penetration index" of our hotels is the measure of each hotel's RevPAR in relation to the average RevPAR of that hotel's competitive set. Each hotel's competitive set consists of a small group of hotels in the relevant market that
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•
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Owners
—
own the hotel and typically enter into a management agreement for an independent third party to manage the hotel. The hotel properties may be branded and operated under the manager’s brand or branded under a separate franchise agreement.
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•
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Franchisors
—
own a brand or brands and provide their hotels with brand recognition, marketing support and worldwide reservation systems for the franchised hotels.
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•
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Managers
—
responsible for the day-to-day operation of the hotel, including the employment of the hotel staff, the determination of room rates, the development of sales and marketing plans, the preparation of operating and capital expenditures budgets and the preparation of financial reports for the owner.
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•
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Targeted ownership of premium-branded, focused-service and compact full-service hotels.
We believe that premium-branded, focused-service hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those generated by traditional full-service hotels, while achieving higher profit margins due to their more efficient operating model and less volatile cash flows. We also may acquire compact full-service hotels which have operating characteristics that resemble those of focused-service hotels.
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•
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Use of premium hotel brands.
We believe in affiliating our hotels with premium brands owned by leading international franchisors such as Marriott, Hilton and Hyatt. We target hotels affiliated with premium brands such as Courtyard by Marriott, Residence Inn by Marriott, Hilton Garden Inn and Hyatt House. We believe that utilizing premium brands provides significant advantages because of their guest loyalty programs, worldwide reservation systems, effective product segmentation, global distribution and strong customer awareness.
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•
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Focus on high-growth markets.
We focus on owning and acquiring hotels in markets that we believe have multiple demand generators and high barriers to entry. As a result, we believe that these hotels generate higher returns on investment.
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•
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Maximize returns from our hotels.
We believe that our hotels have the potential to generate significant improvements in RevPAR and earnings before interest, taxes, depreciation and amortization ("EBITDA") as a result of our proactive asset management and the anticipated economic growth in the United States. We actively monitor and advise our third-party hotel management companies on most aspects of our hotels' operations, including property positioning, physical design, capital planning and investment, guest experience and overall strategic direction. We regularly review opportunities to further invest in our hotels in an effort to enhance the quality and attractiveness of our hotels, increase their long-term value and generate attractive returns on investment.
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•
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Pursue a disciplined hotel acquisition strategy.
We seek to acquire additional hotels at prices below replacement cost where we believe we can generate attractive returns on investment. We intend to target acquisition opportunities where we can enhance value by pursuing proactive investment strategies such as renovation, repositioning or rebranding.
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•
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Pursue a disciplined capital recycling program.
We intend to continue to pursue a disciplined capital allocation strategy designed to maximize the value of our investments by selectively selling hotels that are no longer consistent with our investment strategy or whose returns appear to have been maximized. To the extent that we sell hotels, we intend to redeploy the capital into higher yielding investments including acquisition and investment opportunities that we believe will achieve higher returns as well as repurchasing our shares on an opportunistic basis.
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Brand Affiliations
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Number of hotels
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Percentage of total
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Number of rooms
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Percentage of total
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Marriott
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Residence Inn
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29
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23.0
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%
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3,376
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16.2
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%
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Courtyard
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24
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19.0
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%
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4,038
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19.3
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%
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SpringHill Suites
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9
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7.1
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%
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1,159
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5.5
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%
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Fairfield Inn & Suites
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7
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5.6
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%
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819
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3.9
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%
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Marriott
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5
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4.0
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%
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1,544
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7.4
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%
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Renaissance
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3
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2.4
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%
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782
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3.7
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%
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Subtotal
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77
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61.1
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%
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11,718
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56.0
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%
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Hilton
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Hilton Garden Inn
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9
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7.1
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%
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1,843
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8.8
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%
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Hampton Inn/Hampton Inn & Suites
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7
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5.6
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%
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945
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4.5
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%
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Embassy Suites
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6
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4.8
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%
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1,492
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7.1
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%
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DoubleTree
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3
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2.4
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%
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1,132
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5.4
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%
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Hilton
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2
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1.6
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%
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511
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2.4
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%
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Homewood Suites
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2
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1.6
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%
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345
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1.7
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%
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Subtotal
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29
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23.1
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%
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6,268
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29.9
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%
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Hyatt
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Hyatt House
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11
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8.7
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%
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1,762
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8.4
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%
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Hyatt Place
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3
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2.4
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%
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466
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2.2
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%
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Hyatt
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2
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1.6
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%
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264
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1.3
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%
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Subtotal
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16
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12.7
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%
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2,492
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11.9
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%
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Other Brand Affiliation
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4
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3.1
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%
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419
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2.2
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%
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Total
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126
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100.0
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%
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20,897
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100.0
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%
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•
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our cash flows from operations may be insufficient to make required payments of principal and interest;
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•
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we may be required to use a substantial portion of our cash flows to pay principal and interest, which would reduce the cash available for distributions to our shareholders;
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•
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we may be at a competitive disadvantage compared to our competitors that have less debt;
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•
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we may be vulnerable to economic volatility, particularly if growth were to slow or stall and reduce our flexibility to respond to difficult economic conditions;
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•
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the terms of any refinancing may not be in the same amount or on terms as favorable as the terms of the debt being refinanced; and
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•
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the use of leverage could adversely affect our ability to borrow more money for operations, capital improvements, to finance future acquisitions or to make distributions to our shareholders and could adversely affect the market price of our common shares.
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•
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interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
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•
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available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
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•
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the duration of the hedge may not match the duration of the related liability;
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•
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the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and
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•
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the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.
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•
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we may not have exclusive control over the development, financing, leasing, management and other aspects of the hotel or joint venture, which may prevent us from taking actions that are in our best interest but opposed by our partners;
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•
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joint venture agreements often restrict the transfer of a partner's interest or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;
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•
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joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner's interest or selling its interest to that partner;
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•
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a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals;
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•
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a partner may fail to fund its share of required capital contributions or may become bankrupt, which would mean that we and any other remaining partners generally would remain liable for the joint venture's liabilities; or
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•
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we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.
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•
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competition from other lodging industry participants in the markets in which we operate;
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•
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over-building of hotels in the markets in which we operate, which results in increased supply and will adversely affect occupancy and revenues at our hotels;
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•
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dependence on business and leisure travelers;
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•
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labor strikes, disruptions or lockouts that may impact operating performance;
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•
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increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and leisure travelers;
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•
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requirements for periodic capital reinvestment to repair and upgrade hotels;
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•
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increases in operating costs due to inflation and other factors that may not be offset by increased room rates;
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•
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changes in interest rates;
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•
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changes in the availability, cost and terms of financing;
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•
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changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;
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•
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adverse effects of international, national, regional and local economic and market conditions;
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•
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unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns, including pandemics and epidemics, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes;
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•
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adverse effects of worsening conditions in the lodging industry; and
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•
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risks generally associated with the ownership of hotels and real estate, as we discuss in detail below.
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•
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we may abandon such activities and may be unable to recover expenses already incurred in connection with exploring such opportunities;
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•
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acquired, redeveloped, renovated or re-branded hotels may not initially be accretive to our results of operations, and we and the hotel management companies may not successfully manage newly acquired, renovated, redeveloped, repositioned or re-branded hotels to meet our expectations;
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•
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we may be unable to quickly, effectively and efficiently integrate new acquisitions, particularly acquisitions of portfolios of hotels, into our existing operations;
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•
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our redevelopment, repositioning, renovation or re-branding activities may not be completed on schedule, which could result in increased debt service and other costs and lower revenues; and
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•
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management attention may be diverted by our acquisition, redevelopment, repositioning or rebranding activities, which in some cases may turn out to be less compatible with our growth strategy than originally anticipated.
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•
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"business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested shareholder" (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our voting shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting shares at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price and/or supermajority and shareholder voting requirements on these combinations; and
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•
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"control share" provisions that provide that "control shares" of our company (defined as voting shares that, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares") have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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•
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actual receipt of an improper benefit or profit in money, property or services; or
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•
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active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.
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•
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actual or anticipated differences in our operating results, liquidity, or financial condition;
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•
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changes in our revenues, EBITDA, FFO or earnings estimates;
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•
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publication of research reports about us, our hotels or the lodging or overall real estate industry;
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•
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additions and departures of key personnel;
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•
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the performance and market valuations of other similar companies;
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•
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the passage of legislation or other regulatory developments that adversely affect us or our industry;
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•
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the realization of any of the other risk factors presented in this Annual Report on Form 10-K;
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•
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speculation in the press or investment community;
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•
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changes in accounting principles;
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•
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terrorist acts; and
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•
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general market and economic conditions, including factors unrelated to our operating performance.
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Location
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Property Name
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Rooms
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Location
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Property Name
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Rooms
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California
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Kentucky
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Courtyard San Francisco
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166
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Courtyard Louisville Northeast
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114
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Embassy Suites Irvine Orange County
|
293
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Marriott Louisville Downtown
|
616
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Embassy Suites Los Angeles Downey
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220
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Residence Inn Louisville Downtown
|
140
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Hilton Garden Inn Los Angeles Hollywood
|
160
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Residence Inn Louisville Northeast
|
102
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Hilton Garden Inn San Francisco Oakland Bay Brg
|
278
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SpringHill Suites Louisville Hurstbourne North
|
142
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Hyatt House Cypress Anaheim
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142
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Louisiana
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Hyatt House Emeryville San Francisco Bay Area
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234
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Hilton Garden Inn New Orleans Convention Center
|
286
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Hyatt House San Diego Sorrento Mesa
|
193
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Hotel Indigo New Orleans Garden District
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132
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Hyatt House San Jose Silicon Valley
|
164
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Massachusetts
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Hyatt House San Ramon
|
142
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Embassy Suites Boston Waltham
|
275
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Hyatt House Santa Clara
|
150
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Maryland
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Hyatt Place Fremont Silicon Valley
|
151
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DoubleTree Hotel Columbia
|
152
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Residence Inn Palo Alto Los Altos
|
156
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Residence Inn Bethesda Downtown
|
188
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SpringHill Suites Bakersfield
|
119
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Residence Inn Columbia
|
108
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Colorado
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Residence Inn National Harbor Washington DC
|
162
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||
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Courtyard Boulder Longmont
|
78
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|
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Residence Inn Silver Spring
|
130
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Courtyard Boulder Louisville
|
154
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Michigan
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Courtyard Denver West Golden
|
110
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Residence Inn Detroit Novi
|
107
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Fairfield Inn & Suites Denver Cherry Creek
|
134
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North Carolina
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Hampton Inn & Suites Denver Tech Center
|
123
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Hilton Garden Inn Durham Raleigh Research Triangle Park
|
177
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Marriott Denver Airport @ Gateway Park
|
238
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|
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Hyatt House Charlotte Center City
|
163
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Marriott Denver South @ Park Meadows
|
279
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New York
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Renaissance Boulder Flatiron Hotel
|
232
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Courtyard New York Manhattan Upper East Side
|
226
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Residence Inn Boulder Louisville
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88
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DoubleTree Metropolitan Hotel New York City (1)
|
764
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Residence Inn Denver West Golden
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88
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Hampton Inn Garden City
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143
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Residence Inn Longmont Boulder
|
84
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Hilton Garden Inn New York West 35th Street
|
298
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|
SpringHill Suites Boulder Longmont
|
90
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|
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Hilton New York Fashion District
|
280
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SpringHill Suites Denver North Westminster
|
164
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Oregon
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District of Columbia
|
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Courtyard Portland City Center
|
256
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||
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Fairfield Inn & Suites Washington DC Downtown
|
198
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SpringHill Suites Portland Hillsboro
|
106
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Homewood Suites Washington DC Downtown
|
175
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|
Pennsylvania
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Hyatt Place Washington DC Downtown K Street
|
164
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Hilton Garden Inn Pittsburgh University Place
|
202
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Florida
|
|
|
Renaissance Pittsburgh Hotel
|
300
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||
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Courtyard Fort Lauderdale SW Miramar
|
128
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|
South Carolina
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DoubleTree Grand Key Resort
|
216
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|
|
Courtyard Charleston Historic District
|
176
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|
Embassy Suites Fort Myers Estero
|
150
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|
Texas
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|
Embassy Suites Tampa Downtown Convention Center
|
360
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|
|
Courtyard Austin Airport
|
150
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|
Embassy Suites West Palm Beach Central
|
194
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|
|
Courtyard Austin Downtown Convention Center
|
270
|
|
Fairfield Inn & Suites Key West
|
106
|
|
|
Courtyard Austin Northwest Arboretum
|
102
|
|
Hampton Inn Fort Walton Beach
|
100
|
|
|
Courtyard Austin South
|
110
|
|
Hampton Inn & Suites Clearwater St Petersburg Ulmerton Road
|
128
|
|
|
Courtyard Houston By The Galleria
|
190
|
|
Hampton Inn West Palm Beach Airport Central
|
105
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|
|
Courtyard Houston Downtown Convention Center
|
191
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Location
|
Property Name
|
Rooms
|
|
Location
|
Property Name
|
Rooms
|
|
Hilton Cabana Miami Beach
|
231
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|
|
Courtyard Houston Sugarland
|
112
|
|
Hilton Garden Inn West Palm Beach Airport
|
100
|
|
|
Fairfield Inn & Suites Austin South Airport
|
63
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|
Renaissance Fort Lauderdale Plantation Hotel
|
250
|
|
|
Fairfield Inn & Suites San Antonio Downtown Market
|
110
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|
Residence Inn Fort Lauderdale Plantation
|
138
|
|
|
Hampton Inn Houston Near The Galleria
|
176
|
|
Residence Inn Fort Lauderdale SW Miramar
|
130
|
|
|
Hyatt House Austin Arboretum
|
131
|
Georgia
|
|
|
Hyatt House Dallas Lincoln Park
|
155
|
||
|
Courtyard Atlanta Buckhead
|
181
|
|
|
Hyatt House Dallas Uptown
|
141
|
|
Hyatt Atlanta Midtown
|
194
|
|
|
Hyatt House Houston Galleria
|
147
|
|
Residence Inn Atlanta Midtown Historic
|
90
|
|
|
Hyatt Market Street The Woodlands
|
70
|
Hawaii
|
|
|
Marriott Austin South
|
211
|
||
|
Courtyard Waikiki Beach
|
403
|
|
|
Residence Inn Austin Downtown Convention Center
|
179
|
Illinois
|
|
|
Residence Inn Austin North Parmer Lane
|
88
|
||
|
Courtyard Chicago Downtown Magnificent Mile
|
306
|
|
|
Residence Inn Austin Northwest Arboretum
|
84
|
|
Courtyard Midway Airport
|
174
|
|
|
Residence Inn Austin South
|
66
|
|
Fairfield Inn & Suites Chicago Midway Airport
|
114
|
|
|
Residence Inn Houston By The Galleria
|
146
|
|
Hampton Inn Chicago Midway Airport
|
170
|
|
|
Residence Inn Houston Downtown Convention Center
|
171
|
|
Hilton Garden Inn Chicago Midway Airport
|
174
|
|
|
Residence Inn Houston Sugarland
|
78
|
|
Holiday Inn Express & Suites Midway Airport
|
104
|
|
|
Residence Inn San Antonio Downtown Market Square
|
95
|
|
Marriott Chicago Midway
|
200
|
|
|
SpringHill Suites Austin North Parmer Lane
|
132
|
|
Residence Inn Chicago Oak Brook
|
156
|
|
|
SpringHill Suites Austin South
|
152
|
|
Residence Inn Chicago Naperville
|
130
|
|
|
SpringHill Suites Houston Downtown Convention Center
|
167
|
|
Sleep Inn Midway Airport
|
121
|
|
Utah
|
||
Indiana
|
|
|
Courtyard Salt Lake City Airport
|
154
|
||
|
Courtyard Chicago Southeast Hammond
|
85
|
|
|
Residence Inn Salt Lake City Airport
|
104
|
|
Courtyard Indianapolis @ The Capitol
|
124
|
|
Washington
|
||
|
Courtyard South Bend Mishawaka
|
78
|
|
|
Homewood Suites Seattle Lynnwood
|
170
|
|
Fairfield Inn & Suites Chicago SE Hammond
|
94
|
|
Wisconsin
|
||
|
Hilton Garden Inn Bloomington
|
168
|
|
|
Hyatt Place Madison Downtown
|
151
|
|
Holiday Inn Express Merrillville
|
62
|
|
|
||
|
Residence Inn Chicago Southeast Hammond
|
78
|
|
|
|
|
|
Residence Inn Indianapolis Downtown On The Canal
|
134
|
|
|
||
|
Residence Inn Indianapolis Fishers
|
78
|
|
|
|
|
|
Residence Inn Merrillville
|
78
|
|
|
|
|
|
SpringHill Suites South Bend Mishawaka
|
87
|
|
|
|
|
(1)
|
This hotel is owned through a joint venture in which we own a
98.3%
economic interest. We are the managing member of this joint venture and control all material decisions related to this hotel. Our joint venture partner is affiliated with the hotel's property manager.
|
2015
|
High
|
|
Low
|
|
Distribution
|
||||||
January 1, 2015 through March 31, 2015
|
$
|
36.25
|
|
|
$
|
29.90
|
|
|
$
|
0.33
|
|
April 1, 2015 through June 30, 2015
|
$
|
32.09
|
|
|
$
|
28.73
|
|
|
$
|
0.33
|
|
July 1, 2015 through September 30, 2015
|
$
|
32.14
|
|
|
$
|
25.00
|
|
|
$
|
0.33
|
|
October 1, 2015 through December 31, 2015
|
$
|
27.52
|
|
|
$
|
21.48
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
||||||
2014
|
High
|
|
Low
|
|
Distribution
|
||||||
January 1, 2014 through March 31, 2014
|
$
|
27.28
|
|
|
$
|
23.65
|
|
|
$
|
0.22
|
|
April 1, 2014 through June 30, 2014
|
$
|
29.00
|
|
|
$
|
25.00
|
|
|
$
|
0.22
|
|
July 1, 2014 through September 30, 2014
|
$
|
30.64
|
|
|
$
|
27.76
|
|
|
$
|
0.30
|
|
October 1, 2014 through December 31, 2014
|
$
|
34.47
|
|
|
$
|
27.95
|
|
|
$
|
0.30
|
|
Name
|
|
Initial Investment at May 11, 2011
|
|
Value of Initial
Investment at Dec 31, 2011 |
|
Value of Initial
Investment at Dec 31, 2012 |
|
Value of Initial
Investment at Dec 31, 2013 |
|
Value of Initial
Investment at Dec 31, 2014 |
|
Value of Initial
Investment at Dec 31, 2015 |
||||||||||||
RLJ Lodging Trust
|
|
$
|
100.00
|
|
|
$
|
97.64
|
|
|
$
|
116.67
|
|
|
$
|
151.95
|
|
|
$
|
216.96
|
|
|
$
|
147.03
|
|
S&P 500 Index
|
|
$
|
100.00
|
|
|
$
|
95.05
|
|
|
$
|
110.26
|
|
|
$
|
145.96
|
|
|
$
|
165.93
|
|
|
$
|
168.20
|
|
MSCI US REIT Index
|
|
$
|
100.00
|
|
|
$
|
97.87
|
|
|
$
|
115.32
|
|
|
$
|
118.20
|
|
|
$
|
154.24
|
|
|
$
|
158.15
|
|
Period
|
|
Total number
of shares
purchased
|
|
Average price
paid per share
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Maximum number
of shares that may
yet be purchased
under the plans or
programs (1)
|
|||||
January 1, 2015 through January 31, 2015
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
February 1, 2015 through February 28, 2015
|
|
43,009
|
|
|
$
|
33.48
|
|
|
N/A
|
|
|
N/A
|
|
March 1, 2015 through March 31, 2015
|
|
10,459
|
|
|
$
|
31.78
|
|
|
N/A
|
|
|
N/A
|
|
April 1, 2015 through April 30, 2015
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
May 1, 2015 through May 31, 2015
|
|
944,121
|
|
|
$
|
29.95
|
|
|
888,408
|
|
|
5,736,341
|
|
June 1, 2015 through June 30, 2015
|
|
1,117,837
|
|
|
$
|
30.05
|
|
|
1,106,769
|
|
|
4,706,502
|
|
July 1, 2015 through July 31, 2015
|
|
203,158
|
|
|
$
|
30.06
|
|
|
—
|
|
|
4,698,613
|
|
August 1, 2015 through August 31, 2015
|
|
3,370,792
|
|
|
$
|
28.26
|
|
|
3,342,428
|
|
|
1,659,500
|
|
September 1, 2015 through September 30, 2015
|
|
1,666,844
|
|
|
$
|
27.57
|
|
|
1,655,103
|
|
|
—
|
|
October 1, 2015 through October 31, 2015
|
|
360
|
|
|
$
|
25.47
|
|
|
—
|
|
|
7,973,525
|
|
November 1, 2015 through November 30, 2015
|
|
772,247
|
|
|
$
|
24.21
|
|
|
744,138
|
|
|
7,461,307
|
|
December 1, 2015 through December 31, 2015
|
|
319,267
|
|
|
$
|
23.58
|
|
|
307,526
|
|
|
8,082,015
|
|
Total for the year ended December 31, 2015
|
|
8,448,094
|
|
|
|
|
8,044,372
|
|
|
|
(1)
|
The maximum number of shares that may yet be repurchased under the stock repurchase plan is calculated by dividing the total dollar amount available to repurchase shares by the closing price of our common shares on the last business day of the respective month.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In thousands, except share and per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Room revenue
|
$
|
985,361
|
|
|
$
|
969,402
|
|
|
$
|
844,741
|
|
|
$
|
738,207
|
|
|
$
|
653,044
|
|
Other property revenue
|
150,979
|
|
|
139,795
|
|
|
125,639
|
|
|
111,478
|
|
|
101,861
|
|
|||||
Total revenue
|
1,136,340
|
|
|
1,109,197
|
|
|
970,380
|
|
|
849,685
|
|
|
754,905
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Room expense
|
220,101
|
|
|
213,071
|
|
|
186,667
|
|
|
162,039
|
|
|
145,859
|
|
|||||
Other property expense
|
437,545
|
|
|
433,274
|
|
|
388,440
|
|
|
346,898
|
|
|
312,254
|
|
|||||
Total property operating expense
|
657,646
|
|
|
646,345
|
|
|
575,107
|
|
|
508,937
|
|
|
458,113
|
|
|||||
Depreciation and amortization
|
156,226
|
|
|
144,294
|
|
|
127,231
|
|
|
126,340
|
|
|
127,420
|
|
|||||
Impairment loss
|
1,003
|
|
|
9,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Property tax, insurance and other
|
76,682
|
|
|
71,443
|
|
|
63,627
|
|
|
52,745
|
|
|
46,289
|
|
|||||
General and administrative
|
37,810
|
|
|
41,671
|
|
|
35,466
|
|
|
31,086
|
|
|
24,175
|
|
|||||
Transaction and pursuit costs
|
3,058
|
|
|
4,850
|
|
|
4,410
|
|
|
3,520
|
|
|
3,996
|
|
|||||
IPO costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,733
|
|
|||||
Total operating expenses
|
932,425
|
|
|
917,803
|
|
|
805,841
|
|
|
722,628
|
|
|
670,726
|
|
|||||
Operating income
|
203,915
|
|
|
191,394
|
|
|
164,539
|
|
|
127,057
|
|
|
84,179
|
|
|||||
Interest and other income
|
3,161
|
|
|
2,688
|
|
|
7,431
|
|
|
1,463
|
|
|
2,683
|
|
|||||
Interest expense
|
(54,788
|
)
|
|
(56,810
|
)
|
|
(64,348
|
)
|
|
(83,689
|
)
|
|
(95,362
|
)
|
|||||
Income (loss) before provision for income tax benefit (expense)
|
152,288
|
|
|
137,272
|
|
|
107,622
|
|
|
44,831
|
|
|
(8,500
|
)
|
|||||
Income tax benefit (expense)
|
39,126
|
|
|
(1,145
|
)
|
|
(879
|
)
|
|
(1,369
|
)
|
|
(740
|
)
|
|||||
Gain on disposal of hotel properties
|
28,398
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) from continuing operations, including gain on disposal
|
219,812
|
|
|
136,480
|
|
|
106,743
|
|
|
43,462
|
|
|
(9,240
|
)
|
|||||
Net income attributable to noncontrolling interests
|
(1,591
|
)
|
|
(1,039
|
)
|
|
(1,258
|
)
|
|
(39
|
)
|
|
(309
|
)
|
|||||
Distributions to preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|||||
Net income (loss) from continuing operations available to shareholders/owners
|
$
|
218,221
|
|
|
$
|
135,441
|
|
|
$
|
105,485
|
|
|
$
|
43,423
|
|
|
$
|
(9,610
|
)
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In thousands, except share and per share data)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in hotel properties, net
|
$
|
3,674,999
|
|
|
$
|
3,518,803
|
|
|
$
|
3,241,163
|
|
|
$
|
3,073,483
|
|
|
$
|
2,820,457
|
|
Cash and cash equivalents
|
$
|
134,192
|
|
|
$
|
262,458
|
|
|
$
|
332,248
|
|
|
$
|
115,861
|
|
|
$
|
310,231
|
|
Total assets
|
$
|
3,980,211
|
|
|
$
|
4,128,379
|
|
|
$
|
3,717,974
|
|
|
$
|
3,346,385
|
|
|
$
|
3,290,018
|
|
Total debt
|
$
|
1,582,755
|
|
|
$
|
1,557,747
|
|
|
$
|
1,409,665
|
|
|
$
|
1,413,651
|
|
|
$
|
1,341,735
|
|
Total liabilities
|
$
|
1,779,687
|
|
|
$
|
1,749,895
|
|
|
$
|
1,571,640
|
|
|
$
|
1,538,474
|
|
|
$
|
1,456,030
|
|
Total equity
|
$
|
2,200,524
|
|
|
$
|
2,378,484
|
|
|
$
|
2,146,334
|
|
|
$
|
1,807,911
|
|
|
$
|
1,833,988
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income (loss) from continuing operations per share
|
$
|
1.69
|
|
|
$
|
1.06
|
|
|
$
|
0.89
|
|
|
$
|
0.40
|
|
|
$
|
(0.10
|
)
|
Diluted income (loss) from continuing operations per share (1)
|
$
|
1.68
|
|
|
$
|
1.05
|
|
|
$
|
0.88
|
|
|
$
|
0.40
|
|
|
$
|
(0.10
|
)
|
Weighted average shares outstanding—basic
|
128,444,469
|
|
|
127,360,669
|
|
|
117,950,066
|
|
|
105,423,604
|
|
|
95,340,666
|
|
|||||
Weighted average shares outstanding—diluted (1)
|
128,967,754
|
|
|
128,293,843
|
|
|
118,738,626
|
|
|
105,748,686
|
|
|
95,340,666
|
|
|||||
Dividends declared per share
|
$
|
1.32
|
|
|
$
|
1.04
|
|
|
$
|
0.86
|
|
|
$
|
0.70
|
|
|
$
|
0.38
|
|
(1)
|
Income (loss) allocated to noncontrolling interest in our operating partnership has been excluded from the numerator, and OP units of our operating partnership have been omitted from the denominator, since the effect of including these amounts in the numerator and denominator would have no impact.
|
•
|
Average Daily Rate ("ADR")
— ADR represents total hotel room revenues divided by the total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate, as changes in rates have a greater impact on operating margins and profitability than changes in occupancy.
|
•
|
Occupancy
— Occupancy represents the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels' available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period. Additionally, occupancy levels help us determine achievable ADR levels.
|
•
|
Revenue Per Available Room ("RevPAR")
— RevPAR is the product of ADR and occupancy. RevPAR does not include non-room revenues such as food and beverage revenue or other operating department revenue. We use
|
•
|
Demand
— The demand for lodging, especially business travel, generally fluctuates with the overall economy. Historically, periods of declining demand are followed by extended periods of relatively strong demand, which typically occurs during the growth phase of the lodging cycle.
|
•
|
Supply
— The development of new hotels is driven largely by construction costs, the availability of financing and expected performance of existing hotels and other lodging options.
|
•
|
Revenue
—
Substantially all of our revenue is derived from the operation of hotels. Specifically, our revenue is comprised of:
|
◦
|
Room revenue —
Occupancy and ADR are the major drivers of room revenue. Room revenue accounts for the substantial majority of our total revenue.
|
◦
|
Food and beverage revenue —
Occupancy, the nature of the property and the type of customer staying at the hotel are the major drivers of food and beverage revenue (i.e., group business typically generates more food and beverage revenue through catering functions as compared to transient business, which may or may not utilize the hotel's food and beverage outlets).
|
◦
|
Other operating department revenue —
Occupancy and the nature of the property are the main drivers of other ancillary revenue, such as telephone, parking and other guest services. Some hotels, due to the limited focus of the services offered and size or space limitations, may not have facilities that generate other operating department revenue.
|
•
|
Property Operating Expense
—
The following presents the components of our property operating expenses:
|
◦
|
Room expense —
These costs include housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Like room revenue, occupancy is the major driver of room expense. These costs can increase based on increases in salaries and wages, as well as the level of service and amenities that are provided.
|
◦
|
Food and beverage expense —
These expenses primarily include food, beverage and labor costs. Occupancy and the type of customer staying at the hotel (i.e., catered functions are generally more profitable than restaurant, bar or other on-property food and beverage outlets) are the major drivers of food and beverage expense, which correlates closely with food and beverage revenue.
|
◦
|
Management and franchise fee expense —
Base management fees are computed as a percentage of gross revenue. Incentive management fees generally are paid when operating profits exceed certain threshold levels. Franchise fees are based on a percentage of room revenue and for certain hotels additional franchise fees are charged for food and beverage revenue. See "Our Properties — Our Hotel Management Agreements" and "Our Properties — Franchise Agreements."
|
◦
|
Other operating expense —
These expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and maintenance and utility costs.
|
•
|
Purchased
three
hotel properties for an aggregate purchase price of
$175.9 million
;
|
•
|
Sold
23
hotel properties for an aggregate sale price of
$252.5 million
and a gain on sale of
$28.4 million
;
|
•
|
Completed two major redevelopment projects in San Francisco and Houston;
|
•
|
Repurchased
8.0 million
common shares for
$225.2 million
at an average per share price of
$27.99
; and
|
•
|
Declared cash dividends of $1.32 per share for the year, an increase of 26.9% over the cash dividends declared in 2014.
|
|
For the year ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(amounts in thousands)
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Room revenue
|
$
|
985,361
|
|
|
$
|
969,402
|
|
|
$
|
15,959
|
|
|
1.6
|
%
|
Food and beverage revenue
|
114,818
|
|
|
107,538
|
|
|
7,280
|
|
|
6.8
|
%
|
|||
Other operating department revenue
|
36,161
|
|
|
32,257
|
|
|
3,904
|
|
|
12.1
|
%
|
|||
Total revenue
|
$
|
1,136,340
|
|
|
$
|
1,109,197
|
|
|
$
|
27,143
|
|
|
2.4
|
%
|
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Room expense
|
$
|
220,101
|
|
|
$
|
213,071
|
|
|
$
|
7,030
|
|
|
3.3
|
%
|
Food and beverage expense
|
81,117
|
|
|
75,468
|
|
|
5,649
|
|
|
7.5
|
%
|
|||
Management and franchise fee expense
|
116,462
|
|
|
114,802
|
|
|
1,660
|
|
|
1.4
|
%
|
|||
Other operating expense
|
239,966
|
|
|
243,004
|
|
|
(3,038
|
)
|
|
(1.3
|
)%
|
|||
Total property operating expense
|
657,646
|
|
|
646,345
|
|
|
11,301
|
|
|
1.7
|
%
|
|||
Depreciation and amortization
|
156,226
|
|
|
144,294
|
|
|
11,932
|
|
|
8.3
|
%
|
|||
Impairment loss
|
1,003
|
|
|
9,200
|
|
|
(8,197
|
)
|
|
(89.1
|
)%
|
|||
Property tax, insurance and other
|
76,682
|
|
|
71,443
|
|
|
5,239
|
|
|
7.3
|
%
|
|||
General and administrative
|
37,810
|
|
|
41,671
|
|
|
(3,861
|
)
|
|
(9.3
|
)%
|
|||
Transaction and pursuit costs
|
3,058
|
|
|
4,850
|
|
|
(1,792
|
)
|
|
(36.9
|
)%
|
|||
Total operating expense
|
932,425
|
|
|
917,803
|
|
|
14,622
|
|
|
1.6
|
%
|
|||
Operating income
|
203,915
|
|
|
191,394
|
|
|
12,521
|
|
|
6.5
|
%
|
|||
Other income
|
1,598
|
|
|
807
|
|
|
791
|
|
|
98.0
|
%
|
|||
Interest income
|
1,563
|
|
|
1,881
|
|
|
(318
|
)
|
|
(16.9
|
)%
|
|||
Interest expense
|
(54,788
|
)
|
|
(56,810
|
)
|
|
2,022
|
|
|
(3.6
|
)%
|
|||
Income from continuing operations before income taxes
|
152,288
|
|
|
137,272
|
|
|
15,016
|
|
|
10.9
|
%
|
|||
Income tax benefit (expense)
|
39,126
|
|
|
(1,145
|
)
|
|
40,271
|
|
|
—
|
%
|
|||
Income from continuing operations
|
191,414
|
|
|
136,127
|
|
|
55,287
|
|
|
40.6
|
%
|
|||
Gain on disposal of hotel properties
|
28,398
|
|
|
353
|
|
|
28,045
|
|
|
—
|
%
|
|||
Net income
|
219,812
|
|
|
136,480
|
|
|
83,332
|
|
|
61.1
|
%
|
|||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interest in consolidated joint venture
|
(77
|
)
|
|
(171
|
)
|
|
94
|
|
|
(55.0
|
)%
|
|||
Noncontrolling interest in common units of Operating Partnership
|
(1,514
|
)
|
|
(868
|
)
|
|
(646
|
)
|
|
74.4
|
%
|
|||
Net income attributable to common shareholders
|
$
|
218,221
|
|
|
$
|
135,441
|
|
|
$
|
82,780
|
|
|
61.1
|
%
|
|
For the year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Mortgage indebtedness
|
$
|
16,500
|
|
|
$
|
23,282
|
|
Revolving credit facility and term loans
|
35,898
|
|
|
29,560
|
|
||
Loss on defeasance
|
—
|
|
|
804
|
|
||
Amortization of deferred financing costs
|
4,164
|
|
|
4,298
|
|
||
Capitalized interest
|
(1,774
|
)
|
|
(1,134
|
)
|
||
Total interest expense
|
$
|
54,788
|
|
|
$
|
56,810
|
|
|
For the year ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
|
(amounts in thousands)
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Room revenue
|
$
|
969,402
|
|
|
$
|
844,741
|
|
|
$
|
124,661
|
|
|
14.8
|
%
|
Food and beverage revenue
|
107,538
|
|
|
97,083
|
|
|
10,455
|
|
|
10.8
|
%
|
|||
Other operating department revenue
|
32,257
|
|
|
28,556
|
|
|
3,701
|
|
|
13.0
|
%
|
|||
Total revenue
|
$
|
1,109,197
|
|
|
$
|
970,380
|
|
|
$
|
138,817
|
|
|
14.3
|
%
|
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Room expense
|
$
|
213,071
|
|
|
$
|
186,667
|
|
|
$
|
26,404
|
|
|
14.1
|
%
|
Food and beverage expense
|
75,468
|
|
|
67,945
|
|
|
7,523
|
|
|
11.1
|
%
|
|||
Management and franchise fee expense
|
114,802
|
|
|
99,158
|
|
|
15,644
|
|
|
15.8
|
%
|
|||
Other operating expense
|
243,004
|
|
|
221,337
|
|
|
21,667
|
|
|
9.8
|
%
|
|||
Total property operating expense
|
646,345
|
|
|
575,107
|
|
|
71,238
|
|
|
12.4
|
%
|
|||
Depreciation and amortization
|
144,294
|
|
|
127,231
|
|
|
17,063
|
|
|
13.4
|
%
|
|||
Impairment loss
|
9,200
|
|
|
—
|
|
|
9,200
|
|
|
—
|
%
|
|||
Property tax, insurance and other
|
71,443
|
|
|
63,627
|
|
|
7,816
|
|
|
12.3
|
%
|
|||
General and administrative
|
41,671
|
|
|
35,466
|
|
|
6,205
|
|
|
17.5
|
%
|
|||
Transaction and pursuit costs
|
4,850
|
|
|
4,410
|
|
|
440
|
|
|
10.0
|
%
|
|||
Total operating expense
|
917,803
|
|
|
805,841
|
|
|
111,962
|
|
|
13.9
|
%
|
|||
Operating income
|
191,394
|
|
|
164,539
|
|
|
26,855
|
|
|
16.3
|
%
|
|||
Other income
|
807
|
|
|
903
|
|
|
(96
|
)
|
|
(10.6
|
)%
|
|||
Interest income
|
1,881
|
|
|
1,665
|
|
|
216
|
|
|
13.0
|
%
|
|||
Interest expense
|
(56,810
|
)
|
|
(64,348
|
)
|
|
7,538
|
|
|
(11.7
|
)%
|
|||
Gain on foreclosure
|
—
|
|
|
4,863
|
|
|
(4,863
|
)
|
|
—
|
%
|
|||
Income from continuing operations before income taxes
|
137,272
|
|
|
107,622
|
|
|
29,650
|
|
|
27.6
|
%
|
|||
Income tax expense
|
(1,145
|
)
|
|
(879
|
)
|
|
(266
|
)
|
|
30.3
|
%
|
|||
Income from continuing operations
|
136,127
|
|
|
106,743
|
|
|
29,384
|
|
|
27.5
|
%
|
|||
Income from discontinued operations
|
—
|
|
|
7,436
|
|
|
(7,436
|
)
|
|
—
|
%
|
|||
Gain on disposal of hotel properties
|
353
|
|
|
—
|
|
|
353
|
|
|
—
|
%
|
|||
Net income
|
136,480
|
|
|
114,179
|
|
|
22,301
|
|
|
19.5
|
%
|
|||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interest in joint venture
|
(171
|
)
|
|
(540
|
)
|
|
369
|
|
|
(68.3
|
)%
|
|||
Noncontrolling interest in common units of Operating Partnership
|
(868
|
)
|
|
(718
|
)
|
|
(150
|
)
|
|
20.9
|
%
|
|||
Net income attributable to common shareholders
|
$
|
135,441
|
|
|
$
|
112,921
|
|
|
$
|
22,520
|
|
|
19.9
|
%
|
|
For the year ended December 31,
|
|
|
|||||||
|
2014
|
|
2013
|
|
% Change
|
|||||
Number of comparable properties (at end of period)
|
123
|
|
|
123
|
|
|
|
|||
Occupancy %
|
78.4
|
%
|
|
75.6
|
%
|
|
3.7
|
%
|
||
ADR
|
$
|
148.50
|
|
|
$
|
144.05
|
|
|
3.1
|
%
|
RevPAR
|
$
|
116.38
|
|
|
$
|
108.89
|
|
|
6.9
|
%
|
|
For the year ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Mortgage indebtedness
|
$
|
23,282
|
|
|
$
|
44,290
|
|
Revolving credit facility and term loans
|
29,560
|
|
|
15,574
|
|
||
Loss on defeasance
|
804
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
4,298
|
|
|
4,484
|
|
||
Capitalized interest
|
(1,134
|
)
|
|
—
|
|
||
Total interest expense
|
$
|
56,810
|
|
|
$
|
64,348
|
|
|
For the year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (1)
|
$
|
219,812
|
|
|
$
|
136,480
|
|
|
$
|
114,179
|
|
Gain on sale of hotel properties
|
(28,398
|
)
|
|
(353
|
)
|
|
(2,081
|
)
|
|||
Depreciation and amortization
|
156,226
|
|
|
144,294
|
|
|
127,231
|
|
|||
Gain on extinguishment of indebtedness (2)
|
—
|
|
|
—
|
|
|
(5,708
|
)
|
|||
Impairment loss
|
1,003
|
|
|
9,200
|
|
|
—
|
|
|||
Noncontrolling interest in joint venture
|
(77
|
)
|
|
(171
|
)
|
|
(540
|
)
|
|||
Adjustments related to joint venture (3)
|
(170
|
)
|
|
(186
|
)
|
|
(484
|
)
|
|||
Adjustments related to discontinued operations (4)
|
—
|
|
|
—
|
|
|
199
|
|
|||
FFO attributable to common shareholders
|
348,396
|
|
|
289,264
|
|
|
232,796
|
|
|||
Non-cash income tax benefit (5)
|
(39,845
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on foreclosure
|
—
|
|
|
—
|
|
|
(4,863
|
)
|
|||
Transaction and pursuit costs
|
3,058
|
|
|
4,850
|
|
|
4,410
|
|
|||
Amortization of share based compensation
|
13,002
|
|
|
15,088
|
|
|
13,078
|
|
|||
Loan related costs (6)
|
97
|
|
|
1,073
|
|
|
1,046
|
|
|||
Other expenses (7)
|
—
|
|
|
432
|
|
|
157
|
|
|||
Adjusted FFO attributable to common shareholders
|
$
|
324,708
|
|
|
$
|
310,707
|
|
|
$
|
246,624
|
|
(1)
|
Includes net income from discontinued operations for the year ended December 31, 2013.
|
(2)
|
Includes the gain on extinguishment of indebtedness from the SpringHill Suites Southfield, Michigan and Courtyard Goshen, Indiana.
|
(3)
|
Includes depreciation and amortization expense allocated to the noncontrolling interest in joint venture.
|
(4)
|
Includes depreciation and amortization expense from discontinued operations.
|
(5)
|
Reflects the non-cash portion of income tax benefit (expense) related to the release of a valuation allowance.
|
(6)
|
Represents debt extinguishment costs and accelerated amortization of deferred financing costs.
|
(7)
|
Represents legal and other expenses outside the normal course of operations.
|
|
For the year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (1)
|
$
|
219,812
|
|
|
$
|
136,480
|
|
|
$
|
114,179
|
|
Depreciation and amortization
|
156,226
|
|
|
144,294
|
|
|
127,231
|
|
|||
Interest expense, net (2)
|
54,758
|
|
|
56,144
|
|
|
64,317
|
|
|||
Income tax (benefit) expense
|
(39,126
|
)
|
|
1,145
|
|
|
879
|
|
|||
Noncontrolling interest in joint venture
|
(77
|
)
|
|
(171
|
)
|
|
(540
|
)
|
|||
Adjustments related to joint venture (3)
|
(170
|
)
|
|
(186
|
)
|
|
(484
|
)
|
|||
Adjustments related to discontinued operations (4)
|
—
|
|
|
—
|
|
|
572
|
|
|||
EBITDA attributable to common shareholders
|
391,423
|
|
|
337,706
|
|
|
306,154
|
|
|||
Transaction and pursuit costs
|
3,058
|
|
|
4,850
|
|
|
4,410
|
|
|||
Gain on sale of property
|
(28,398
|
)
|
|
(353
|
)
|
|
(2,081
|
)
|
|||
Gain on foreclosure
|
—
|
|
|
—
|
|
|
(4,863
|
)
|
|||
Gain on extinguishment of indebtedness (5)
|
—
|
|
|
—
|
|
|
(5,708
|
)
|
|||
Impairment loss
|
1,003
|
|
|
9,200
|
|
|
—
|
|
|||
Amortization of share based compensation
|
13,002
|
|
|
15,088
|
|
|
13,078
|
|
|||
Other expenses (6)
|
—
|
|
|
432
|
|
|
157
|
|
|||
Adjusted EBITDA attributable to common shareholders
|
$
|
380,088
|
|
|
$
|
366,923
|
|
|
$
|
311,147
|
|
(1)
|
Includes net income from discontinued operations for the year ended December 31,
2013
.
|
(2)
|
Excludes amounts attributable to investment in loans of
$1.5 million
,
$1.2 million
and
$1.6 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(3)
|
Includes depreciation, amortization and interest expense allocated to the noncontrolling interest in joint venture.
|
(4)
|
Includes depreciation, amortization and interest expense related to discontinued operations.
|
(5)
|
Includes the gain on extinguishment of indebtedness from the SpringHill Suites Southfield, Michigan and Courtyard Goshen, Indiana.
|
(6)
|
Represents legal and other expenses outside the normal course of operations.
|
•
|
recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with brand standards;
|
•
|
interest expense and scheduled principal payments on outstanding indebtedness; and
|
•
|
distributions necessary to qualify for taxation as a REIT.
|
Obligations and Commitments
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Mortgage loans and interest (1)
|
|
$
|
237,152
|
|
|
$
|
157,312
|
|
|
$
|
2,319
|
|
|
$
|
2,319
|
|
|
$
|
2,319
|
|
|
$
|
32,484
|
|
|
$
|
433,905
|
|
Borrowings under credit facilities (2)
|
|
37,490
|
|
|
37,490
|
|
|
433,206
|
|
|
640,550
|
|
|
5,139
|
|
|
155,449
|
|
|
1,309,324
|
|
|||||||
Ground rent
|
|
4,708
|
|
|
4,711
|
|
|
4,713
|
|
|
4,716
|
|
|
4,718
|
|
|
420,588
|
|
|
444,154
|
|
|||||||
Operating lease obligations
|
|
370
|
|
|
1,034
|
|
|
1,062
|
|
|
1,092
|
|
|
1,122
|
|
|
1,686
|
|
|
6,366
|
|
|||||||
|
|
$
|
279,720
|
|
|
$
|
200,547
|
|
|
$
|
441,300
|
|
|
$
|
648,677
|
|
|
$
|
13,298
|
|
|
$
|
610,207
|
|
|
$
|
2,193,749
|
|
(1)
|
Amounts include principal and interest payments. Interest payments have been included in the long-term debt obligations based on the interest rate at
December 31, 2015
, considering the effect of interest rate swaps.
|
(2)
|
Amounts include principal and interest payments. Interest expense is calculated based on the variable rate as of
December 31, 2015
. It is assumed that the outstanding debt as of
December 31, 2015
will be repaid upon maturity with interest-only payments until then.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Fixed rate debt (1)
|
$
|
605
|
|
|
$
|
594
|
|
|
$
|
626
|
|
|
$
|
660
|
|
|
$
|
691
|
|
|
$
|
30,123
|
|
|
$
|
33,299
|
|
Weighted average interest rate
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|
5.25
|
%
|
|||||||
Variable rate debt
|
223,250
|
|
|
150,000
|
|
|
400,000
|
|
|
625,000
|
|
|
—
|
|
|
150,000
|
|
|
1,548,250
|
|
|||||||
Weighted average interest rate (2)
|
3.72
|
%
|
|
3.99
|
%
|
|
3.10
|
%
|
|
3.19
|
%
|
|
—
|
|
|
3.43
|
%
|
|
3.35
|
%
|
|||||||
Total
|
$
|
223,855
|
|
|
$
|
150,594
|
|
|
$
|
400,626
|
|
|
$
|
625,660
|
|
|
$
|
691
|
|
|
$
|
180,123
|
|
|
$
|
1,581,549
|
|
(1)
|
Excludes $1.2 million related to a fair value adjustment of $1.3 million on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of $0.1 million.
|
(2)
|
The weighted average interest rate gives effect to interest rate swaps, as applicable.
|
|
RLJ LODGING TRUST
|
||
|
By:
|
|
/s/ THOMAS J. BALTIMORE, JR.
|
|
|
|
Thomas J. Baltimore, Jr.
President, Chief Executive Officer and Trustee |
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ ROBERT L. JOHNSON
|
|
Executive Chairman and Trustee
|
|
February 25, 2016
|
Robert L. Johnson
|
|
|
||
/s/ THOMAS J. BALTIMORE, JR.
|
|
President, Chief Executive Officer and
Trustee (principal executive officer)
|
|
February 25, 2016
|
Thomas J. Baltimore, Jr.
|
|
|
||
/s/ LESLIE D. HALE
|
|
Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)
|
|
February 25, 2016
|
Leslie D. Hale
|
|
|
||
/s/ CHRISTOPHER A. GORMSEN
|
|
Chief Accounting Officer
(principal accounting officer)
|
|
February 25, 2016
|
Christopher A. Gormsen
|
|
|
||
/s/ EVAN BAYH
|
|
Trustee
|
|
February 25, 2016
|
Evan Bayh
|
|
|
||
/s/ NATHANIEL A. DAVIS
|
|
Trustee
|
|
February 25, 2016
|
Nathaniel A. Davis
|
|
|
||
/s/ ROBERT M. LA FORGIA
|
|
Trustee
|
|
February 25, 2016
|
Robert M. La Forgia
|
|
|
||
/s/ GLENDA G. MCNEAL
|
|
Trustee
|
|
February 25, 2016
|
Glenda G. McNeal
|
|
|
||
/s/ JOSEPH RYAN
|
|
Trustee
|
|
February 25, 2016
|
Joseph Ryan
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
3.1
|
|
Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-11 filed on May 5, 2011)
|
|
3.2
|
|
Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on May 7, 2015)
|
|
3.3
|
|
Articles Supplementary to Articles of Amendment and Restatement of Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on February 26, 2015)
|
|
3.4
|
|
Second Amended and Restated Bylaws of RLJ Lodging Trust (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on February 26, 2015)
|
|
4.1
|
|
Form of Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-11/A (File. No. 333-172011) filed on April 29, 2011)
|
|
4.2
|
|
Registration Rights Agreement, dated May 16, 2011, by and among RLJ Lodging Trust and the persons listed on Schedule I thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
4.3
|
|
Registration Rights Agreement, dated May 16, 2011, by and among RLJ Lodging Trust and the persons listed on Schedule I thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.1
|
|
Amended and Restated Agreement of Limited Partnership, dated May 13, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.2
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Thomas J. Baltimore, Jr. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.3
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Evan Bayh (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.4
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Ross H. Bierkan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.5
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Nathaniel Davis (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.6
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Leslie D. Hale (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.7
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Robert L. Johnson (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.8
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Robert M. La Forgia (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.9
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Glenda McNeal (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.10
|
|
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Joseph Ryan (incorporated by reference to Exhibit 10.13 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011)
|
|
10.11
|
|
RLJ Lodging Trust 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 (File No. 333-203947) filed on May 7, 2015)
|
|
10.12
|
|
Form of Restricted Share Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-11/A (File. No. 333-172011) filed on May 5, 2011)
|
|
10.13
|
|
Form of Restricted Share Agreement for Trustees (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-11/A (File. No. 333-172011) filed on May 5, 2011)
|
|
10.14
|
|
Form of Non-Qualified Option Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-11/A (File. No. 333-172011) filed on April 13, 2011)
|
10.15
|
|
Form of Share Units Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-11/A (File. No. 333-172011) filed on April 13, 2011)
|
|
10.16
|
|
Employment Agreement, dated as of May 14, 2015, by and among RLJ Lodging Trust, RLJ Lodging Trust, L.P. and Robert L. Johnson (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on May 20, 2015)
|
|
10.17
|
|
Employment Agreement, dated as of May 14, 2015, by and among RLJ Lodging Trust, RLJ Lodging Trust, L.P. and Thomas J. Baltimore, Jr. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 20, 2015)
|
|
10.18
|
|
Amended and Restated Employment Agreement dated as of August 2, 2013 by and among RLJ Lodging Trust, RLJ Lodging Trust, L.P. and Leslie D. Hale (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on August 8, 2013)
|
|
10.19
|
|
Employment Agreement, dated as of May 14, 2015, by and among RLJ Lodging Trust, RLJ Lodging Trust, L.P. and Ross H. Bierkan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 20, 2015)
|
|
10.20
|
|
Amended and Restated Credit Agreement, dated as of November 20, 2012, by and among the Operating Partnership, the Company, Wells Fargo Bank National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, PNC Bank, National Association, as Documentation Agent, Compass Bank, an Alabama corporation, Deutsche Bank Securities Inc., and U.S. Bank National Association, as Senior Managing Agents, Royal Bank of Canada and Sumitomo Mitsui Banking Corporation, as Managing Agents, Wells Fargo Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 27, 2012)
|
|
10.21
|
|
First Amendment to Amended and Restated Credit Agreement, dated as of March 20, 2014, by and between RLJ Lodging Trust, L.P., RLJ Lodging Trust and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 20, 2014)
|
|
10.22*
|
|
Second Amendment to Amended and Restated Credit Agreement, dated as of June 1, 2015, by and between RLJ Lodging Trust, L.P., RLJ Lodging Trust and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto
|
|
10.23*
|
|
Third Amendment to Amended and Restated Credit Agreement, dated as of November 12, 2015, by and between RLJ Lodging Trust, L.P., RLJ Lodging Trust and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto
|
|
10.24
|
|
Amended and Restated Guaranty, dated as of November 20, 2012, by the Company and certain subsidiaries of the Company party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 27, 2012)
|
|
10.25
|
|
Form of WLS Management Agreement (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-11/A (File. No. 333-172011) filed on April 13, 2011)
|
|
10.26
|
|
Term Loan Agreement, dated as of November 20, 2012, by and among RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank, National Association, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Capital One, N.A., as Documentation Agent, Raymond James, as Managing Agent, Wells Fargo Securities LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 3, 2013)
|
|
10.27
|
|
First Amendment to Term Loan Agreement, dated as of August 27, 2013, by and among RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank, National Association, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 3, 2013)
|
|
10.28*
|
|
Second Amendment to Term Loan Agreement, dated as of June 1, 2015, by and between RLJ Lodging Trust, L.P., RLJ Lodging Trust and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto
|
|
10.29*
|
|
Third Amendment to Term Loan Agreement, dated as of November 12, 2015, by and between RLJ Lodging Trust, L.P., RLJ Lodging Trust and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto
|
|
10.30
|
|
Additional Lender Supplement, dated as of August 27, 2013, by and among RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 3, 2013)
|
|
10.31
|
|
Guaranty, dated as of November 20, 2012, by RLJ Lodging Trust and certain subsidiaries of RLJ Lodging Trust party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on September 3, 2013)
|
10.32
|
|
Term Loan Agreement, dated as of August 27, 2013, by and among RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank, National Association, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Compass Bank, an Alabama Banking Corporation, and U.S. Bank National Association, as Documentation Agents, and Wells Fargo Securities LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on September 3, 2013)
|
|
10.33
|
|
Guaranty, dated as of August 27, 2013, by RLJ Lodging Trust and certain subsidiaries of RLJ Lodging Trust party thereto (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on September 3, 2013)
|
|
10.34*
|
|
First Amendment to Term Loan Agreement, dated as of June 1, 2015, by and between RLJ Lodging Trust, L.P., RLJ Lodging Trust and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto
|
|
10.35*
|
|
Second Amendment to Term Loan Agreement, dated as of November 12, 2015, by and between RLJ Lodging Trust, L.P., RLJ Lodging Trust and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto
|
|
10.36
|
|
Additional Term Loan Lender Supplement, dated as of March 20, 2014, by and among RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 20, 2014)
|
|
10.37
|
|
Additional Lender Supplement, dated as of March 20, 2014, by and among RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 20, 2014)
|
|
21.1*
|
|
List of subsidiaries of RLJ Lodging Trust
|
|
23.1*
|
|
Consent of PricewaterhouseCoopers LLP
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1*
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
|
XBRL Instance Document
|
Submitted electronically with this report
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
Submitted electronically with this report
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
Submitted electronically with this report
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Submitted electronically with this report
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
Submitted electronically with this report
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
Submitted electronically with this report
|
|
|
RLJ Lodging Trust:
|
|
Consolidated Financial Statements
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
|
||
Investment in hotel properties, net
|
$
|
3,674,999
|
|
|
$
|
3,518,803
|
|
Cash and cash equivalents
|
134,192
|
|
|
262,458
|
|
||
Restricted cash reserves
|
55,455
|
|
|
63,054
|
|
||
Hotel and other receivables, net of allowance of $117 and $166, respectively
|
25,755
|
|
|
25,691
|
|
||
Deferred financing costs, net
|
8,096
|
|
|
11,421
|
|
||
Deferred income tax asset
|
49,978
|
|
|
7,502
|
|
||
Prepaid expense and other assets
|
31,736
|
|
|
42,115
|
|
||
Assets of hotel properties held for sale
|
—
|
|
|
197,335
|
|
||
Total assets
|
$
|
3,980,211
|
|
|
$
|
4,128,379
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Mortgage loans
|
$
|
407,755
|
|
|
$
|
532,747
|
|
Term loans
|
1,175,000
|
|
|
1,025,000
|
|
||
Accounts payable and other liabilities
|
129,192
|
|
|
129,388
|
|
||
Deferred income tax liability
|
9,801
|
|
|
7,879
|
|
||
Advance deposits and deferred revenue
|
11,647
|
|
|
9,984
|
|
||
Accrued interest
|
4,883
|
|
|
2,783
|
|
||
Distributions payable
|
41,409
|
|
|
42,114
|
|
||
Total liabilities
|
1,779,687
|
|
|
1,749,895
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized; zero shares issued and outstanding at December 31, 2015 and 2014, respectively.
|
—
|
|
|
—
|
|
||
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 124,635,675 and 131,964,706 shares issued and outstanding at December 31, 2015 and 2014, respectively.
|
1,246
|
|
|
1,319
|
|
||
Additional paid-in-capital
|
2,195,732
|
|
|
2,419,731
|
|
||
Accumulated other comprehensive loss
|
(16,602
|
)
|
|
(13,644
|
)
|
||
Retained earnings (distributions in excess of net earnings)
|
2,439
|
|
|
(46,415
|
)
|
||
Total shareholders’ equity
|
2,182,815
|
|
|
2,360,991
|
|
||
Noncontrolling interest:
|
|
|
|
|
|
||
Noncontrolling interest in joint venture
|
6,177
|
|
|
6,295
|
|
||
Noncontrolling interest in Operating Partnership
|
11,532
|
|
|
11,198
|
|
||
Total noncontrolling interest
|
17,709
|
|
|
17,493
|
|
||
Total equity
|
2,200,524
|
|
|
2,378,484
|
|
||
Total liabilities and equity
|
$
|
3,980,211
|
|
|
$
|
4,128,379
|
|
|
For the year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
|
|
|
|
|
|
|
|||
Operating revenue
|
|
|
|
|
|
|
|
|
|||
Room revenue
|
$
|
985,361
|
|
|
$
|
969,402
|
|
|
$
|
844,741
|
|
Food and beverage revenue
|
114,818
|
|
|
107,538
|
|
|
97,083
|
|
|||
Other operating department revenue
|
36,161
|
|
|
32,257
|
|
|
28,556
|
|
|||
Total revenue
|
$
|
1,136,340
|
|
|
$
|
1,109,197
|
|
|
$
|
970,380
|
|
Expense
|
|
|
|
|
|
|
|
|
|||
Operating expense
|
|
|
|
|
|
|
|
|
|||
Room expense
|
$
|
220,101
|
|
|
$
|
213,071
|
|
|
$
|
186,667
|
|
Food and beverage expense
|
81,117
|
|
|
75,468
|
|
|
67,945
|
|
|||
Management and franchise fee expense
|
116,462
|
|
|
114,802
|
|
|
99,158
|
|
|||
Other operating expense
|
239,966
|
|
|
243,004
|
|
|
221,337
|
|
|||
Total property operating expense
|
657,646
|
|
|
646,345
|
|
|
575,107
|
|
|||
Depreciation and amortization
|
156,226
|
|
|
144,294
|
|
|
127,231
|
|
|||
Impairment loss
|
1,003
|
|
|
9,200
|
|
|
—
|
|
|||
Property tax, insurance and other
|
76,682
|
|
|
71,443
|
|
|
63,627
|
|
|||
General and administrative
|
37,810
|
|
|
41,671
|
|
|
35,466
|
|
|||
Transaction and pursuit costs
|
3,058
|
|
|
4,850
|
|
|
4,410
|
|
|||
Total operating expense
|
932,425
|
|
|
917,803
|
|
|
805,841
|
|
|||
Operating income
|
203,915
|
|
|
191,394
|
|
|
164,539
|
|
|||
Other income
|
1,598
|
|
|
807
|
|
|
903
|
|
|||
Interest income
|
1,563
|
|
|
1,881
|
|
|
1,665
|
|
|||
Interest expense
|
(54,788
|
)
|
|
(56,810
|
)
|
|
(64,348
|
)
|
|||
Gain on foreclosure
|
—
|
|
|
—
|
|
|
4,863
|
|
|||
Income from continuing operations before income tax benefit (expense)
|
152,288
|
|
|
137,272
|
|
|
107,622
|
|
|||
Income tax benefit (expense)
|
39,126
|
|
|
(1,145
|
)
|
|
(879
|
)
|
|||
Income from continuing operations
|
191,414
|
|
|
136,127
|
|
|
106,743
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
7,436
|
|
|||
Gain on disposal of hotel properties
|
28,398
|
|
|
353
|
|
|
—
|
|
|||
Net income
|
219,812
|
|
|
136,480
|
|
|
114,179
|
|
|||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interest in consolidated joint venture
|
(77
|
)
|
|
(171
|
)
|
|
(540
|
)
|
|||
Noncontrolling interest in the Operating Partnership
|
(1,514
|
)
|
|
(868
|
)
|
|
(718
|
)
|
|||
Net income attributable to common shareholders
|
$
|
218,221
|
|
|
$
|
135,441
|
|
|
$
|
112,921
|
|
|
|
|
|
|
|
||||||
Basic per common share data:
|
|
|
|
|
|
|
|
|
|||
Net income per share attributable to common shareholders before discontinued operations
|
$
|
1.69
|
|
|
$
|
1.06
|
|
|
$
|
0.89
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Net income per share attributable to common shareholders
|
$
|
1.69
|
|
|
$
|
1.06
|
|
|
$
|
0.95
|
|
Weighted-average number of common shares
|
128,444,469
|
|
|
127,360,669
|
|
|
117,950,066
|
|
|||
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
|
|
Noncontrolling Interests
|
|
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Additional Paid-in Capital
|
|
Distributions in excess of
net earnings |
|
Accumulated Other Comprehensive Loss
|
|
Operating
Partnership |
|
Consolidated
Joint Venture |
|
Total Non-controlling
Interests |
|
Total Equity
|
|||||||||||||||||
Balance at December 31, 2012
|
106,565,516
|
|
|
$
|
1,066
|
|
|
$
|
1,841,449
|
|
|
$
|
(52,681
|
)
|
|
$
|
—
|
|
|
$
|
11,311
|
|
|
$
|
6,766
|
|
|
$
|
18,077
|
|
|
$
|
1,807,911
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
112,921
|
|
|
—
|
|
|
718
|
|
|
540
|
|
|
1,258
|
|
|
114,179
|
|
||||||||
Unrealized loss on interest rate derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,941
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,941
|
)
|
||||||||
Proceeds from sale of common stock, net
|
15,870,000
|
|
|
159
|
|
|
327,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327,547
|
|
||||||||
Issuance of restricted stock
|
377,830
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of share based compensation
|
—
|
|
|
—
|
|
|
13,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,078
|
|
||||||||
Share grants to trustees
|
5,357
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||||
Shares acquired to satisfy statutory minimum federal and state tax obligations on vesting restricted stock
|
(173,409
|
)
|
|
(2
|
)
|
|
(4,032
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,034
|
)
|
||||||||
Forfeiture of restricted stock
|
(5,252
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions on common shares and units
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,762
|
)
|
|
—
|
|
|
(768
|
)
|
|
—
|
|
|
(768
|
)
|
|
(106,530
|
)
|
||||||||
Balance at December 31, 2013
|
122,640,042
|
|
|
$
|
1,226
|
|
|
$
|
2,178,004
|
|
|
$
|
(45,522
|
)
|
|
$
|
(5,941
|
)
|
|
$
|
11,261
|
|
|
$
|
7,306
|
|
|
$
|
18,567
|
|
|
$
|
2,146,334
|
|
|
Shareholders’ Equity
|
|
|
|
Noncontrolling Interests
|
|
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Additional Paid-in Capital
|
|
Distributions in excess of
net earnings |
|
Accumulated Other Comprehensive Loss
|
|
Operating
Partnership |
|
Consolidated
Joint Venture |
|
Total Non-controlling
Interests |
|
Total Equity
|
|||||||||||||||||
Balance at December 31, 2013
|
122,640,042
|
|
|
$
|
1,226
|
|
|
$
|
2,178,004
|
|
|
$
|
(45,522
|
)
|
|
$
|
(5,941
|
)
|
|
$
|
11,261
|
|
|
$
|
7,306
|
|
|
$
|
18,567
|
|
|
$
|
2,146,334
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
135,441
|
|
|
—
|
|
|
868
|
|
|
171
|
|
|
1,039
|
|
|
136,480
|
|
||||||||
Unrealized loss on interest rate derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,703
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,703
|
)
|
||||||||
Proceeds from sale of common stock, net
|
9,200,000
|
|
|
92
|
|
|
232,620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232,712
|
|
||||||||
Issuance of restricted stock
|
343,887
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of share based compensation
|
—
|
|
|
—
|
|
|
15,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,088
|
|
||||||||
Share grants to trustees
|
4,347
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
||||||||
Shares acquired to satisfy statutory minimum federal and state tax obligations on vesting restricted stock
|
(211,983
|
)
|
|
(2
|
)
|
|
(6,105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,107
|
)
|
||||||||
Forfeiture of restricted stock
|
(11,587
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distribution to joint venture partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,182
|
)
|
|
(1,182
|
)
|
|
(1,182
|
)
|
||||||||
Distributions on common shares and units
|
—
|
|
|
—
|
|
|
—
|
|
|
(136,334
|
)
|
|
—
|
|
|
(931
|
)
|
|
—
|
|
|
(931
|
)
|
|
(137,265
|
)
|
||||||||
Balance at December 31, 2014
|
131,964,706
|
|
|
$
|
1,319
|
|
|
$
|
2,419,731
|
|
|
$
|
(46,415
|
)
|
|
$
|
(13,644
|
)
|
|
$
|
11,198
|
|
|
$
|
6,295
|
|
|
$
|
17,493
|
|
|
$
|
2,378,484
|
|
|
Shareholders’ Equity
|
|
|
|
Noncontrolling Interests
|
|
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Additional Paid-in Capital
|
|
Retained Earnings
(Distributions in excess of net earnings) |
|
Accumulated Other Comprehensive
Loss |
|
Operating
Partnership |
|
Consolidated
Joint Venture |
|
Total Non-controlling
Interests |
|
Total Equity
|
|||||||||||||||||
Balance at December 31, 2014
|
131,964,706
|
|
|
$
|
1,319
|
|
|
$
|
2,419,731
|
|
|
$
|
(46,415
|
)
|
|
$
|
(13,644
|
)
|
|
$
|
11,198
|
|
|
$
|
6,295
|
|
|
$
|
17,493
|
|
|
$
|
2,378,484
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
218,221
|
|
|
—
|
|
|
1,514
|
|
|
77
|
|
|
1,591
|
|
|
219,812
|
|
||||||||
Unrealized loss on interest rate derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,958
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,958
|
)
|
||||||||
Shares acquired as part of a share repurchase program
|
(8,044,372
|
)
|
|
(80
|
)
|
|
(225,106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,186
|
)
|
||||||||
Issuance of restricted stock
|
1,126,431
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of share based compensation
|
—
|
|
|
—
|
|
|
13,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,002
|
|
||||||||
Share grants to trustees
|
5,008
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132
|
|
||||||||
Shares acquired to satisfy statutory minimum federal and state tax obligations on vesting restricted stock
|
(403,722
|
)
|
|
(4
|
)
|
|
(12,016
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,020
|
)
|
||||||||
Forfeiture of restricted stock
|
(12,376
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distribution to joint venture partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
(195
|
)
|
|
(195
|
)
|
||||||||
Distributions on common shares and units
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,367
|
)
|
|
—
|
|
|
(1,180
|
)
|
|
—
|
|
|
(1,180
|
)
|
|
(170,547
|
)
|
||||||||
Balance at December 31, 2015
|
124,635,675
|
|
|
$
|
1,246
|
|
|
$
|
2,195,732
|
|
|
$
|
2,439
|
|
|
$
|
(16,602
|
)
|
|
$
|
11,532
|
|
|
$
|
6,177
|
|
|
$
|
17,709
|
|
|
$
|
2,200,524
|
|
|
For the year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
219,812
|
|
|
$
|
136,480
|
|
|
$
|
114,179
|
|
Adjustments to reconcile net income to cash flow provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Gain on sale of property
|
(28,398
|
)
|
|
(353
|
)
|
|
(2,081
|
)
|
|||
Gain on extinguishment of indebtedness
|
—
|
|
|
—
|
|
|
(5,708
|
)
|
|||
Loss on defeasance
|
—
|
|
|
804
|
|
|
—
|
|
|||
Gain on foreclosure
|
—
|
|
|
—
|
|
|
(4,863
|
)
|
|||
Depreciation and amortization
|
156,226
|
|
|
144,294
|
|
|
127,430
|
|
|||
Amortization of deferred financing costs
|
4,164
|
|
|
4,298
|
|
|
4,484
|
|
|||
Amortization of deferred management fees
|
784
|
|
|
954
|
|
|
1,128
|
|
|||
Accretion of interest income on investment in loans
|
(389
|
)
|
|
(248
|
)
|
|
(513
|
)
|
|||
Impairment loss
|
1,003
|
|
|
9,200
|
|
|
—
|
|
|||
Share grants to trustees
|
132
|
|
|
127
|
|
|
124
|
|
|||
Amortization of share-based compensation
|
13,002
|
|
|
15,088
|
|
|
13,078
|
|
|||
Deferred income taxes
|
(40,554
|
)
|
|
(642
|
)
|
|
(839
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Hotel and other receivables, net
|
115
|
|
|
(2,122
|
)
|
|
716
|
|
|||
Prepaid expense and other assets
|
4,802
|
|
|
(3,513
|
)
|
|
2,924
|
|
|||
Accounts payable and other liabilities
|
(5,502
|
)
|
|
(5,096
|
)
|
|
(114
|
)
|
|||
Advance deposits and deferred revenue
|
1,617
|
|
|
(526
|
)
|
|
1,030
|
|
|||
Accrued interest
|
2,100
|
|
|
88
|
|
|
411
|
|
|||
Net cash flow provided by operating activities
|
328,914
|
|
|
298,833
|
|
|
251,386
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of hotel properties, net of cash acquired
|
(143,769
|
)
|
|
(631,640
|
)
|
|
(208,195
|
)
|
|||
Proceeds from sale of property
|
246,405
|
|
|
132,669
|
|
|
2,369
|
|
|||
Purchase deposits, net
|
—
|
|
|
7,246
|
|
|
2,664
|
|
|||
Improvements and additions to hotel properties
|
(149,225
|
)
|
|
(118,787
|
)
|
|
(61,077
|
)
|
|||
Additions to property and equipment
|
(659
|
)
|
|
(47
|
)
|
|
(185
|
)
|
|||
Decrease (increase) in restricted cash reserves, net
|
9,147
|
|
|
(624
|
)
|
|
2,357
|
|
|||
Net cash flow used in investing activities
|
(38,101
|
)
|
|
(611,183
|
)
|
|
(262,067
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings under revolving credit facility
|
—
|
|
|
292,500
|
|
|
205,500
|
|
|||
Repayments under revolving credit facility
|
—
|
|
|
(292,500
|
)
|
|
(221,500
|
)
|
|||
Borrowings on term loans
|
150,000
|
|
|
175,000
|
|
|
450,000
|
|
|||
Proceeds from mortgage loans
|
7,000
|
|
|
143,000
|
|
|
150,000
|
|
|||
Payments of mortgage loans principal
|
(166,587
|
)
|
|
(170,722
|
)
|
|
(577,441
|
)
|
|||
Repurchase of common shares under a share repurchase program
|
(225,186
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common shares to satisfy employee withholding requirements
|
(12,020
|
)
|
|
(6,107
|
)
|
|
(4,034
|
)
|
|||
Distributions on common shares
|
(170,092
|
)
|
|
(125,143
|
)
|
|
(97,316
|
)
|
|||
Distributions on Operating Partnership units
|
(1,160
|
)
|
|
(878
|
)
|
|
(736
|
)
|
|||
Payments of deferred financing costs
|
(839
|
)
|
|
(4,120
|
)
|
|
(4,952
|
)
|
|||
Distribution to joint venture partner
|
(195
|
)
|
|
(1,182
|
)
|
|
—
|
|
|||
Proceeds from issuance of common shares
|
—
|
|
|
232,712
|
|
|
327,547
|
|
|||
Net cash flow (used in) provided by financing activities
|
(419,079
|
)
|
|
242,560
|
|
|
227,068
|
|
|||
Net change in cash and cash equivalents
|
(128,266
|
)
|
|
(69,790
|
)
|
|
216,387
|
|
|||
Cash and cash equivalents, beginning of period
|
262,458
|
|
|
332,248
|
|
|
115,861
|
|
|||
Cash and cash equivalents, end of period
|
$
|
134,192
|
|
|
$
|
262,458
|
|
|
$
|
332,248
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Land and improvements
|
$
|
736,709
|
|
|
$
|
706,497
|
|
Buildings and improvements
|
3,205,704
|
|
|
3,005,390
|
|
||
Furniture, fixtures and equipment
|
571,118
|
|
|
498,126
|
|
||
Intangible assets
|
2,507
|
|
|
2,507
|
|
||
|
4,516,038
|
|
|
4,212,520
|
|
||
Accumulated depreciation and amortization
|
(841,039
|
)
|
|
(693,717
|
)
|
||
Investment in hotel properties, net
|
$
|
3,674,999
|
|
|
$
|
3,518,803
|
|
Property
|
|
Location
|
|
Acquisition Date
|
|
Management Company
|
|
Rooms
|
|
Purchase Price (in thousands)
|
|||
Hyatt Place Washington DC Downtown K Street
|
|
Washington, DC
|
|
July 15, 2015
|
|
Aimbridge Hospitality
|
|
164
|
|
|
$
|
68,000
|
|
Homewood Suites Seattle Lynnwood
|
|
Lynnwood, WA
|
|
July 20, 2015
|
|
InnVentures
|
|
170
|
|
|
37,900
|
|
|
Residence Inn Palo Alto Los Altos (1)
|
|
Los Altos, CA
|
|
September 25, 2015
|
|
InnVentures
|
|
156
|
|
|
70,000
|
|
|
|
|
|
|
|
|
|
|
490
|
|
|
$
|
175,900
|
|
Property
|
|
Location
|
|
Acquisition
Date |
|
Management
Company |
|
Rooms
|
|
Purchase Price
(in thousands) |
|||
Hyatt House Charlotte Center City
|
|
Charlotte, NC
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
163
|
|
|
$
|
32,496
|
|
Hyatt House Cypress Anaheim
|
|
Cypress, CA
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
142
|
|
|
14,753
|
|
|
Hyatt House Emeryville San Francisco Bay Area
|
|
Emeryville, CA
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
234
|
|
|
39,274
|
|
|
Hyatt House San Diego Sorrento Mesa
|
|
San Diego, CA
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
193
|
|
|
35,985
|
|
|
Hyatt House San Jose Silicon Valley
|
|
San Jose, CA
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
164
|
|
|
44,159
|
|
|
Hyatt House San Ramon
|
|
San Ramon, CA
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
142
|
|
|
20,833
|
|
|
Hyatt House Santa Clara
|
|
Santa Clara, CA
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
150
|
|
|
40,570
|
|
|
Hyatt Market Street The Woodlands
|
|
The Woodlands, TX
|
|
March 12, 2014
|
|
Hyatt Corporation
|
|
70
|
|
|
25,817
|
|
|
Hyatt Place Fremont Silicon Valley
|
|
Fremont, CA
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
151
|
|
|
23,525
|
|
|
Hyatt Place Madison Downtown
|
|
Madison, WI
|
|
March 12, 2014
|
|
Hyatt Affiliate
|
|
151
|
|
|
35,088
|
|
|
Courtyard Portland City Center
|
|
Portland, OR
|
|
May 22, 2014
|
|
Sage Hospitality
|
|
256
|
|
|
67,000
|
|
|
Embassy Suites Irvine Orange County
|
|
Irvine, CA
|
|
May 22, 2014
|
|
Sage Hospitality
|
|
293
|
|
|
53,000
|
|
|
Hilton Cabana Miami Beach
|
|
Miami, FL
|
|
June 19, 2014
|
|
Highgate Hotels
|
|
231
|
|
|
71,700
|
|
|
Hyatt Atlanta Midtown
|
|
Atlanta, GA
|
|
July 14, 2014
|
|
Interstate Hotels
and Resorts |
|
194
|
|
|
49,500
|
|
|
DoubleTree Grand Key Resort (1)
|
|
Key West, FL
|
|
September 11, 2014
|
|
Interstate Hotels
and Resorts |
|
215
|
|
|
78,250
|
|
|
|
|
|
|
|
|
|
|
2,749
|
|
|
$
|
631,950
|
|
|
For the year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land and improvements
|
$
|
31,692
|
|
|
$
|
164,396
|
|
Buildings and improvements
|
131,960
|
|
|
409,540
|
|
||
Furniture, fixtures and equipment
|
13,517
|
|
|
57,575
|
|
||
Intangible and other assets
|
—
|
|
|
439
|
|
||
Fair value adjustment on mortgage debt assumed
|
(1,269
|
)
|
|
—
|
|
||
Total purchase price
|
$
|
175,900
|
|
|
$
|
631,950
|
|
|
For the year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(unaudited)
|
||||||
Total revenue
|
$
|
1,149,453
|
|
|
$
|
1,165,303
|
|
Net income attributable to common shareholders
|
$
|
222,498
|
|
|
$
|
146,755
|
|
Net income per share attributable to common shareholders - basic
|
$
|
1.72
|
|
|
$
|
1.14
|
|
Net income per share attributable to common shareholders - diluted
|
$
|
1.71
|
|
|
$
|
1.14
|
|
Weighted average number of shares outstanding - basic
|
128,444,469
|
|
|
127,360,669
|
|
||
Weighted average number of shares outstanding - diluted
|
128,967,754
|
|
|
128,293,843
|
|
Property Name
|
|
Location
|
|
Disposal Date
|
|
Rooms
|
|
Courtyard Chicago Schaumburg
|
|
Schaumburg, IL
|
|
February 23, 2015
|
|
162
|
|
Courtyard Detroit Pontiac Bloomfield
|
|
Pontiac, MI
|
|
February 23, 2015
|
|
110
|
|
Courtyard Grand Junction
|
|
Grand Junction, CO
|
|
February 23, 2015
|
|
136
|
|
Courtyard Mesquite
|
|
Mesquite, TX
|
|
February 23, 2015
|
|
101
|
|
Courtyard San Antonio Airport Northstar
|
|
San Antonio, TX
|
|
February 23, 2015
|
|
78
|
|
Courtyard Tampa Brandon
|
|
Tampa, FL
|
|
February 23, 2015
|
|
90
|
|
Fairfield Inn & Suites Merrillville
|
|
Merrillville, IN
|
|
February 23, 2015
|
|
112
|
|
Fairfield Inn & Suites San Antonio Airport
|
|
San Antonio, TX
|
|
February 23, 2015
|
|
120
|
|
Fairfield Inn & Suites Tampa Brandon
|
|
Tampa, FL
|
|
February 23, 2015
|
|
107
|
|
Hampton Inn Merrillville
|
|
Merrillville, IN
|
|
February 23, 2015
|
|
64
|
|
Holiday Inn Grand Rapids Airport
|
|
Kentwood, MI
|
|
February 23, 2015
|
|
148
|
|
Homewood Suites Tampa Brandon
|
|
Tampa, FL
|
|
February 23, 2015
|
|
126
|
|
Marriott Auburn Hills Pontiac at Centerpoint
|
|
Pontiac, MI
|
|
February 23, 2015
|
|
290
|
|
Residence Inn Austin Round Rock
|
|
Round Rock, TX
|
|
February 23, 2015
|
|
96
|
|
Residence Inn Chicago Schaumburg
|
|
Schaumburg, IL
|
|
February 23, 2015
|
|
125
|
|
Residence Inn Detroit Pontiac Auburn Hills
|
|
Pontiac, MI
|
|
February 23, 2015
|
|
114
|
|
Residence Inn Grand Junction
|
|
Grand Junction, CO
|
|
February 23, 2015
|
|
104
|
|
Residence Inn Indianapolis Carmel
|
|
Carmel, IN
|
|
February 23, 2015
|
|
120
|
|
Springhill Suites Chicago Schaumburg
|
|
Schaumburg, IL
|
|
February 23, 2015
|
|
132
|
|
Springhill Suites Indianapolis Carmel
|
|
Carmel, IN
|
|
February 23, 2015
|
|
126
|
|
Fairfield Inn & Suites Valparaiso
|
|
Valparaiso, IN
|
|
May 22, 2015
|
|
63
|
|
Residence Inn South Bend
|
|
South Bend, IN
|
|
July 7, 2015
|
|
80
|
|
Embassy Suites Columbus
|
|
Columbus, OH
|
|
October 14, 2015
|
|
221
|
|
|
|
|
|
Total
|
|
2,825
|
|
Property Name
|
|
Location
|
|
Disposal Date
|
|
Rooms
|
|
Courtyard Denver Southwest Lakewood
|
|
Lakewood, CO
|
|
February 20, 2014
|
|
90
|
|
Residence Inn Denver Southwest Lakewood
|
|
Lakewood, CO
|
|
February 20, 2014
|
|
102
|
|
Hyatt House Colorado Springs
|
|
Colorado Springs, CO
|
|
February 20, 2014
|
|
125
|
|
SpringHill Suites Gainesville
|
|
Gainesville, FL
|
|
February 20, 2014
|
|
126
|
|
Residence Inn Indianapolis Airport
|
|
Indianapolis, IN
|
|
February 20, 2014
|
|
95
|
|
Fairfield Inn & Suites Indianapolis Airport
|
|
Indianapolis, IN
|
|
February 20, 2014
|
|
86
|
|
Courtyard Grand Rapids Airport
|
|
Kentwood, MI
|
|
February 20, 2014
|
|
84
|
|
Hampton Inn Suites Las Vegas Red Rock Summerlin
|
|
Las Vegas, NV
|
|
February 20, 2014
|
|
106
|
|
Courtyard Austin University Area
|
|
Austin, TX
|
|
February 20, 2014
|
|
198
|
|
Fairfield Inn & Suites Austin University Area
|
|
Austin, TX
|
|
February 20, 2014
|
|
63
|
|
Hyatt House Dallas Richardson
|
|
Richardson, TX
|
|
February 20, 2014
|
|
130
|
|
Hilton Garden Inn St. George
|
|
St. George, UT
|
|
February 25, 2014
|
|
150
|
|
Hilton Mystic
|
|
Mystic, CT
|
|
March 26, 2014
|
|
182
|
|
Holiday Inn Austin NW Arboretum Area
|
|
Austin, TX
|
|
June 18, 2014
|
|
194
|
|
Courtyard Benton Harbor St Joseph
|
|
Benton Harbor, MI
|
|
December 16, 2014
|
|
98
|
|
Courtyard Valparaiso
|
|
Valparaiso, IN
|
|
December 17, 2014
|
|
111
|
|
Courtyard Merrillville
|
|
Merrillville, IN
|
|
December 18, 2014
|
|
112
|
|
Courtyard Fort Wayne
|
|
Fort Wayne, IN
|
|
December 19, 2014
|
|
142
|
|
|
|
|
|
Total
|
|
2,194
|
|
Property Name
|
|
Location
|
|
Disposal Date
|
|
Rooms
|
|
SpringHill Suites Southfield (1)
|
|
Southfield, MI
|
|
May 30, 2013
|
|
84
|
|
Courtyard Goshen (2)
|
|
Goshen, IN
|
|
August 28, 2013
|
|
91
|
|
Fairfield Inn & Suites Memphis
|
|
Memphis, TN
|
|
November 18, 2013
|
|
63
|
|
|
|
|
|
Total
|
|
238
|
|
(1)
|
In November 2011, the Company elected to cease the subsidization of debt service on the mortgage loan secured by the SpringHill Suites Southfield, Michigan. In January 2012, the Company received notice of an event of default for failure to make the required monthly payments. Under the terms of the mortgage loan, the lender received the monthly net cash from operations from the hotel. In December 2012, the Company entered into a deed in lieu of foreclosure agreement with the lender, providing for a consensual transfer of the property to the lender or its designee. On May 30, 2013, the Company transferred title to the hotel to the lender pursuant to the deed in lieu of foreclosure arrangement. The Company recorded a gain on extinguishment of indebtedness of approximately
$2.4 million
to discontinued operations at that time.
|
(2)
|
In November 2011, the Company elected to cease the subsidization of debt service on the mortgage loan secured by the Courtyard Goshen, Indiana. In December 2011, the Company received notice of an event of default for failure to make the required monthly payments. In May 2012, a receiver took control of the property for the benefit of the lender of the mortgage loan. On August 28, 2013, the property was sold at a foreclosure auction and was purchased by an affiliate of the lender. The Company recorded a gain on extinguishment of indebtedness of approximately
$3.3 million
to discontinued operations at that time.
|
|
For the year ended December 31,
|
||
|
2013
|
||
Operating revenue
|
$
|
2,950
|
|
Operating expense
|
(2,930
|
)
|
|
Operating income
|
20
|
|
|
Interest expense
|
(373
|
)
|
|
Loss from discontinued operations before gain on sale
|
(353
|
)
|
|
Gain on sale of property
|
2,081
|
|
|
Gain on extinguishment of indebtedness
|
5,708
|
|
|
Net income from discontinued operations
|
$
|
7,436
|
|
•
|
$300.0 million
revolving credit facility with a scheduled maturity date of November 20, 2016 with a
one
-year extension option if certain conditions are satisfied (the "Revolver");
|
•
|
$400.0 million
term loan with a scheduled maturity date of August 27, 2018 (the "2013
Five
-Year Term Loan");
|
•
|
$400.0 million
term loan with a scheduled maturity date of March 20, 2019 (which was originally scheduled to mature in 2017) (the "2012
Five
-Year Term Loan");
|
•
|
$225.0 million
term loan with a scheduled maturity date of November 20, 2019 (the "2012
Seven
-Year Term Loan"); and
|
•
|
$150.0 million
term loan with a scheduled maturity date of January 22, 2022 (the "2014
Seven
-Year Term Loan").
|
|
|
|
|
|
|
Outstanding Borrowings at
|
||||||
|
|
Interest Rate at December 31, 2015 (1)
|
|
Maturity Date
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Revolver (2)
|
|
2.18%
|
|
November 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
2013 Five-Year Term Loan
|
|
3.10%
|
|
August 2018
|
|
400,000
|
|
|
400,000
|
|
||
2012 Five-Year Term Loan
|
|
2.72%
|
|
March 2019
|
|
400,000
|
|
|
400,000
|
|
||
2012 Seven-Year Term Loan
|
|
4.04%
|
|
November 2019
|
|
225,000
|
|
|
225,000
|
|
||
2014 Seven-Year Term Loan
|
|
3.43%
|
|
January 2022
|
|
150,000
|
|
|
—
|
|
||
Total
|
|
|
|
|
|
$
|
1,175,000
|
|
|
$
|
1,025,000
|
|
(1)
|
Interest rate at
December 31, 2015
gives effect to interest rate hedges.
|
(2)
|
At
December 31, 2015
there was
$300.0 million
of borrowing capacity on the Revolver.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Principal balance at
|
||||||||
Lender
|
|
Number of Assets Encumbered
|
|
Interest Rate at December 31, 2015 (1)
|
|
|
|
Maturity Date
|
|
|
|
December 31, 2015
|
|
|
|
December 31, 2014
|
||||
PNC Bank (2)
|
|
5
|
|
2.78%
|
|
(3)
|
|
May 2016
|
|
(4)
|
|
$
|
74,000
|
|
|
|
|
$
|
74,000
|
|
Wells Fargo (5)
|
|
4
|
|
4.19%
|
|
|
|
September 2016
|
|
(6)
|
|
149,250
|
|
|
|
|
150,000
|
|
||
Wells Fargo
|
|
4
|
|
3.99%
|
|
(3)
|
|
October 2017
|
|
(6)
|
|
150,000
|
|
|
|
|
143,000
|
|
||
Wells Fargo (7)
|
|
1
|
|
5.25%
|
|
|
|
June 2022
|
|
|
|
34,505
|
|
|
|
|
—
|
|
||
Capmark Financial Group
|
|
|
|
|
|
|
|
May 2015
|
|
|
|
—
|
|
|
|
|
10,513
|
|
||
Capmark Financial Group
|
|
|
|
|
|
|
|
June 2015
|
|
|
|
—
|
|
|
|
|
4,561
|
|
||
Barclays Bank
|
|
|
|
|
|
|
|
June 2015
|
|
|
|
—
|
|
|
|
|
107,544
|
|
||
Barclays Bank
|
|
|
|
|
|
|
|
June 2015
|
|
|
|
—
|
|
|
|
|
26,775
|
|
||
Capmark Financial Group
|
|
|
|
|
|
|
|
July 2015
|
|
|
|
—
|
|
|
|
|
6,214
|
|
||
Barclays Bank
|
|
|
|
|
|
|
|
September 2015
|
|
|
|
—
|
|
|
|
|
10,140
|
|
||
|
|
14
|
|
|
|
|
|
|
|
|
|
$
|
407,755
|
|
|
|
|
$
|
532,747
|
|
(1)
|
Interest rate at
December 31, 2015
gives effect to interest rate hedges.
|
(2)
|
The
five
hotels encumbered by the PNC Bank loan are cross-collateralized.
|
(3)
|
Requires payments of interest only until the commencement of the extension period(s).
|
(4)
|
Maturity date may be extended for
one
one
-year term at the Company’s option, subject to certain lender requirements.
|
(5)
|
Two
of the
four
hotels encumbered by the Wells Fargo loans are cross-collateralized.
|
(6)
|
Maturity date may be extended for
four
one
-year terms at the Company’s option, subject to certain lender requirements.
|
(7)
|
Includes
$1.2 million
at
December 31, 2015
related to a fair value adjustment of
$1.3 million
on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of
$0.1 million
.
|
|
For the year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Mortgage indebtedness
|
$
|
16,500
|
|
|
$
|
23,282
|
|
|
$
|
44,290
|
|
Revolving credit facility and term loans
|
35,898
|
|
|
29,560
|
|
|
15,574
|
|
|||
Loss on defeasance
|
—
|
|
|
804
|
|
|
—
|
|
|||
Amortization of deferred financing costs
|
4,164
|
|
|
4,298
|
|
|
4,484
|
|
|||
Capitalized interest
|
(1,774
|
)
|
|
(1,134
|
)
|
|
—
|
|
|||
Total interest expense
|
$
|
54,788
|
|
|
$
|
56,810
|
|
|
$
|
64,348
|
|
2016
|
$
|
223,855
|
|
2017
|
150,594
|
|
|
2018
|
400,626
|
|
|
2019
|
625,660
|
|
|
2020
|
691
|
|
|
Thereafter
|
180,123
|
|
|
Total (1)
|
$
|
1,581,549
|
|
(1)
|
Excludes
$1.2 million
related to a fair value adjustment of
$1.3 million
on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of
$0.1 million
.
|
|
|
Notional value at
|
|
|
|
|
|
Fair value at
|
||||||||||||
Hedge type
|
|
December 31, 2015
|
|
December 31, 2014
|
|
Interest rate
|
|
Maturity
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
Swap-cash flow
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
1.12%
|
|
November 2017
|
|
$
|
(1,014
|
)
|
|
$
|
(232
|
)
|
Swap-cash flow
|
|
175,000
|
|
|
175,000
|
|
|
1.56%
|
|
March 2018
|
|
(2,190
|
)
|
|
(2,182
|
)
|
||||
Swap-cash flow
|
|
175,000
|
|
|
175,000
|
|
|
1.64%
|
|
March 2018
|
|
(2,478
|
)
|
|
(2,596
|
)
|
||||
Swap-cash flow
|
|
16,418
|
|
|
16,500
|
|
|
1.83%
|
|
September 2018
|
|
(312
|
)
|
|
(315
|
)
|
||||
Swap-cash flow
|
|
16,418
|
|
|
16,500
|
|
|
1.75%
|
|
September 2018
|
|
(279
|
)
|
|
(270
|
)
|
||||
Swap-cash flow
|
|
40,298
|
|
|
40,500
|
|
|
1.83%
|
|
September 2018
|
|
(765
|
)
|
|
(772
|
)
|
||||
Swap-cash flow
|
|
41,292
|
|
|
41,500
|
|
|
1.75%
|
|
September 2018
|
|
(701
|
)
|
|
(678
|
)
|
||||
Swap-cash flow
|
|
17,910
|
|
|
18,000
|
|
|
1.83%
|
|
September 2018
|
|
(340
|
)
|
|
(343
|
)
|
||||
Swap-cash flow
|
|
16,915
|
|
|
17,000
|
|
|
1.75%
|
|
September 2018
|
|
(287
|
)
|
|
(278
|
)
|
||||
Swap-cash flow
|
|
125,000
|
|
|
125,000
|
|
|
2.02%
|
|
March 2019
|
|
(3,186
|
)
|
|
(3,073
|
)
|
||||
Swap-cash flow
|
|
100,000
|
|
|
100,000
|
|
|
1.94%
|
|
March 2019
|
|
(2,308
|
)
|
|
(2,145
|
)
|
||||
Swap-cash flow
|
|
125,000
|
|
|
—
|
|
|
1.27%
|
|
March 2019
|
|
(115
|
)
|
|
—
|
|
||||
Swap-cash flow (1)
|
|
100,000
|
|
|
—
|
|
|
1.96%
|
|
March 2019
|
|
(321
|
)
|
|
—
|
|
||||
Swap-cash flow (1)
|
|
50,000
|
|
|
—
|
|
|
1.85%
|
|
March 2019
|
|
(87
|
)
|
|
—
|
|
||||
Swap-cash flow (1)
|
|
50,000
|
|
|
—
|
|
|
1.81%
|
|
March 2019
|
|
(62
|
)
|
|
—
|
|
||||
Swap-cash flow (1)
|
|
25,000
|
|
|
—
|
|
|
1.74%
|
|
March 2019
|
|
(9
|
)
|
|
—
|
|
||||
Swap-cash flow (2)
|
|
33,000
|
|
|
—
|
|
|
1.80%
|
|
September 2020
|
|
98
|
|
|
—
|
|
||||
Swap-cash flow (2)
|
|
82,000
|
|
|
—
|
|
|
1.80%
|
|
September 2020
|
|
245
|
|
|
—
|
|
||||
Swap-cash flow (2)
|
|
35,000
|
|
|
—
|
|
|
1.80%
|
|
September 2020
|
|
104
|
|
|
—
|
|
||||
Swap-cash flow
|
|
143,000
|
|
|
143,000
|
|
|
1.81%
|
|
October 2020
|
|
(2,196
|
)
|
|
(760
|
)
|
||||
Swap-cash flow
|
|
50,000
|
|
|
—
|
|
|
1.61%
|
|
June 2021
|
|
(97
|
)
|
|
—
|
|
||||
Swap-cash flow
|
|
50,000
|
|
|
—
|
|
|
1.56%
|
|
June 2021
|
|
59
|
|
|
—
|
|
||||
Swap-cash flow
|
|
50,000
|
|
|
—
|
|
|
1.71%
|
|
June 2021
|
|
(361
|
)
|
|
—
|
|
||||
|
|
$
|
1,792,251
|
|
|
$
|
1,143,000
|
|
|
|
|
|
|
$
|
(16,602
|
)
|
|
$
|
(13,644
|
)
|
(1)
|
Effective between the maturity of the existing swap in November 2017 and the maturity of the debt in March 2019.
|
(2)
|
Effective between the maturity of the existing swaps in September 2018 and the maturity of the debt in September 2020.
|
•
|
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.
|
•
|
Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities - The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities.
|
•
|
Variable rate mortgage loans and borrowings under the Revolver and Term Loans - The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value as they bear interest at market rates. The Company determined that its variable rate mortgage loans and borrowings under the Revolver and Term Loans are classified in Level 3 of the fair value hierarchy.
|
•
|
Fixed rate mortgage loans - The fair value estimated at
December 31, 2015
and
2014
of
$34.7 million
and
$171.1 million
, respectively, is calculated based on the net present value of the payments over the term of the loans using estimated market rates for similar mortgage loans with similar terms and loan-to-value ratios. As a result, the Company determined that its fixed rate mortgage loans in their entirety are classified in Level 3 of the fair value hierarchy. The carrying value of the fixed rate mortgage loans at
December 31, 2015
and
2014
was
$34.5 million
and
$165.7 million
, respectively.
|
|
Fair Value at December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Interest rate swap asset
|
$
|
—
|
|
|
$
|
506
|
|
|
$
|
—
|
|
|
$
|
506
|
|
Interest rate swap liability
|
$
|
—
|
|
|
$
|
(17,108
|
)
|
|
$
|
—
|
|
|
$
|
(17,108
|
)
|
Total
|
$
|
—
|
|
|
$
|
(16,602
|
)
|
|
$
|
—
|
|
|
$
|
(16,602
|
)
|
|
Fair Value at December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Interest rate swap liability
|
$
|
—
|
|
|
$
|
(13,644
|
)
|
|
$
|
—
|
|
|
$
|
(13,644
|
)
|
Total
|
$
|
—
|
|
|
$
|
(13,644
|
)
|
|
$
|
—
|
|
|
$
|
(13,644
|
)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Future minimum ground lease payments
|
$
|
4,708
|
|
|
$
|
4,711
|
|
|
$
|
4,713
|
|
|
$
|
4,716
|
|
|
$
|
4,718
|
|
|
$
|
420,588
|
|
|
$
|
444,154
|
|
Management Company
|
|
Number of
Hotels |
Aimbridge Hospitality
|
|
3
|
Concord Hospitality Enterprises Company
|
|
1
|
Crestline Hotels and Resorts
|
|
1
|
Davidson Hotels and Resorts
|
|
1
|
Embassy Suites Management
|
|
3
|
HEI Hotels and Resorts
|
|
1
|
Highgate Hotels
|
|
6
|
Hyatt Corporation and affiliates
|
|
10
|
Interstate Hotels and Resorts
|
|
11
|
InnVentures
|
|
3
|
K Partners Hospitality Group
|
|
1
|
Marriott Hotel Services
|
|
5
|
Sage Hospitality
|
|
4
|
Urgo Hotels
|
|
4
|
WLS
|
|
72
|
|
|
126
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|||||||||
Unvested at January 1,
|
731,459
|
|
|
$
|
21.21
|
|
|
932,800
|
|
|
$
|
18.99
|
|
|
1,013,673
|
|
|
$
|
17.80
|
|
Granted (1)
|
292,505
|
|
|
32.10
|
|
|
348,234
|
|
|
24.46
|
|
|
383,187
|
|
|
21.25
|
|
|||
Vested (1)
|
(470,703
|
)
|
|
21.52
|
|
|
(537,988
|
)
|
|
19.44
|
|
|
(458,808
|
)
|
|
18.24
|
|
|||
Forfeited
|
(12,376
|
)
|
|
25.65
|
|
|
(11,587
|
)
|
|
22.89
|
|
|
(5,252
|
)
|
|
20.07
|
|
|||
Unvested at December 31,
|
540,885
|
|
|
$
|
26.73
|
|
|
731,459
|
|
|
$
|
21.21
|
|
|
932,800
|
|
|
$
|
18.99
|
|
(1)
|
For the years ended
December 31, 2015
,
2014
and
2013
, respectively,
5,008
,
4,347
and
5,357
unrestricted shares were issued in lieu of cash compensation to non-employee trustees at a weighted average grant date fair value of
$26.43
,
$29.31
and
$23.20
, respectively.
|
|
For the year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
|
|
||||
Income from continuing operations attributable to common shareholders, including gain on disposal of hotel properties
|
$
|
218,221
|
|
|
$
|
135,441
|
|
|
$
|
105,539
|
|
Add: Income from discontinued operations
|
—
|
|
|
—
|
|
|
7,382
|
|
|||
Net income attributable to common shareholders
|
218,221
|
|
|
135,441
|
|
|
112,921
|
|
|||
Less: Dividends paid on unvested restricted shares
|
(1,180
|
)
|
|
(951
|
)
|
|
(936
|
)
|
|||
Less: Undistributed earnings attributable to unvested restricted shares
|
(378
|
)
|
|
—
|
|
|
(61
|
)
|
|||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
$
|
216,663
|
|
|
$
|
134,490
|
|
|
$
|
111,924
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
||||
Weighted-average number of common shares - basic
|
128,444,469
|
|
|
127,360,669
|
|
|
117,950,066
|
|
|||
Unvested restricted shares
|
523,285
|
|
|
316,020
|
|
|
251,217
|
|
|||
Unvested performance units
|
—
|
|
|
617,154
|
|
|
537,343
|
|
|||
Weighted-average number of common shares - diluted
|
128,967,754
|
|
|
128,293,843
|
|
|
118,738,626
|
|
|||
|
|
|
|
|
|
||||||
Basic per common share data:
|
|
|
|
|
|
||||||
Net income per share attributable to common shareholders before discontinued operations - basic
|
$
|
1.69
|
|
|
$
|
1.06
|
|
|
$
|
0.89
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Net income per share attributable to common shareholders - basic
|
$
|
1.69
|
|
|
$
|
1.06
|
|
|
$
|
0.95
|
|
|
|
|
|
|
|
||||||
Diluted per common share data:
|
|
|
|
|
|
||||||
Net income per share attributable to common shareholders before discontinued operations - diluted
|
$
|
1.68
|
|
|
$
|
1.05
|
|
|
$
|
0.88
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Net income per share attributable to common shareholders - diluted
|
$
|
1.68
|
|
|
$
|
1.05
|
|
|
$
|
0.94
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(287
|
)
|
|
$
|
(244
|
)
|
|
$
|
(323
|
)
|
State
|
(1,145
|
)
|
|
(1,543
|
)
|
|
(1,439
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
36,359
|
|
|
572
|
|
|
830
|
|
|||
State
|
4,199
|
|
|
70
|
|
|
53
|
|
|||
Total net tax benefit (expense)
|
$
|
39,126
|
|
|
$
|
(1,145
|
)
|
|
$
|
(879
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Expected federal tax expense at statutory rate
|
$
|
(63,240
|
)
|
|
$
|
(47,906
|
)
|
|
$
|
(40,271
|
)
|
Tax impact of REIT election
|
62,391
|
|
|
45,842
|
|
|
37,230
|
|
|||
Expected tax expense at TRS
|
(849
|
)
|
|
(2,064
|
)
|
|
(3,041
|
)
|
|||
Change in valuation allowance
|
41,147
|
|
|
2,203
|
|
|
3,612
|
|
|||
State income tax expense, net of federal
|
(1,111
|
)
|
|
(1,273
|
)
|
|
(1,345
|
)
|
|||
Impact of rate change
|
46
|
|
|
42
|
|
|
(94
|
)
|
|||
Other permanent items
|
(416
|
)
|
|
(418
|
)
|
|
(443
|
)
|
|||
Impact of acquired tax attributes
|
—
|
|
|
(5
|
)
|
|
361
|
|
|||
Impact of provision to return
|
309
|
|
|
370
|
|
|
71
|
|
|||
Income tax benefit (expense)
|
$
|
39,126
|
|
|
$
|
(1,145
|
)
|
|
$
|
(879
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(7,660
|
)
|
|
$
|
(5,354
|
)
|
Prepaid expenses
|
(1,780
|
)
|
|
(2,362
|
)
|
||
Other - deferred tax liabilities
|
(361
|
)
|
|
(163
|
)
|
||
Deferred tax liabilities
|
$
|
(9,801
|
)
|
|
$
|
(7,879
|
)
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Property and equipment
|
$
|
793
|
|
|
$
|
—
|
|
Deferred revenue - key money
|
2,668
|
|
|
1,429
|
|
||
Incentive and vacation accrual
|
1,769
|
|
|
2,627
|
|
||
Allowance for doubtful accounts
|
46
|
|
|
65
|
|
||
Other - deferred tax assets
|
689
|
|
|
191
|
|
||
Other carryforwards
|
204
|
|
|
158
|
|
||
Net operating loss carryforwards
|
53,985
|
|
|
54,355
|
|
||
Valuation allowance
|
(10,176
|
)
|
|
(51,323
|
)
|
||
Deferred tax assets
|
$
|
49,978
|
|
|
$
|
7,502
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Current net deferred tax assets
|
$
|
2,461
|
|
|
$
|
616
|
|
Current net deferred tax liabilities
|
(2,141
|
)
|
|
(2,524
|
)
|
||
Non-current net deferred tax assets
|
47,517
|
|
|
6,886
|
|
||
Non-current net deferred tax liabilities
|
(7,660
|
)
|
|
(5,355
|
)
|
||
Net deferred tax asset (liability)
|
$
|
40,177
|
|
|
$
|
(377
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest paid, net of capitalized interest
|
$
|
48,524
|
|
|
$
|
52,424
|
|
|
$
|
59,826
|
|
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
1,012
|
|
|
$
|
2,111
|
|
|
$
|
1,420
|
|
|
|
|
|
|
|
||||||
Supplemental investing and financing transactions:
|
|
|
|
|
|
||||||
In conjunction with the acquisitions, the Company recorded the following:
|
|
|
|
|
|
||||||
Purchase of real estate
|
$
|
177,169
|
|
|
$
|
631,950
|
|
|
$
|
228,573
|
|
Restricted cash reserves
|
1,548
|
|
|
—
|
|
|
—
|
|
|||
Accounts receivable
|
179
|
|
|
807
|
|
|
740
|
|
|||
Other assets
|
120
|
|
|
1,671
|
|
|
957
|
|
|||
Mortgage debt assumed
|
(33,389
|
)
|
|
—
|
|
|
—
|
|
|||
Fair value adjustment on mortgage debt assumed
|
(1,269
|
)
|
|
—
|
|
|
—
|
|
|||
Advance deposits
|
(46
|
)
|
|
(659
|
)
|
|
(313
|
)
|
|||
Accounts payable and other liabilities
|
(543
|
)
|
|
(2,129
|
)
|
|
(12,168
|
)
|
|||
Receipt of assets in full satisfaction
|
—
|
|
|
—
|
|
|
(4,731
|
)
|
|||
Gain on foreclosure
|
—
|
|
|
—
|
|
|
(4,863
|
)
|
|||
Acquisition of hotel properties
|
$
|
143,769
|
|
|
$
|
631,640
|
|
|
$
|
208,195
|
|
|
|
|
|
|
|
||||||
In conjunction with the dispositions, the Company recorded the following:
|
|
|
|
|
|
||||||
Disposal of hotel properties
|
$
|
252,500
|
|
|
$
|
137,829
|
|
|
$
|
2,500
|
|
Disposition costs
|
(9,055
|
)
|
|
(3,634
|
)
|
|
(140
|
)
|
|||
Operating prorations
|
2,960
|
|
|
(1,526
|
)
|
|
9
|
|
|||
Proceeds from the disposal of hotel properties, net
|
$
|
246,405
|
|
|
$
|
132,669
|
|
|
$
|
2,369
|
|
|
|
|
|
|
|
||||||
Supplemental non-cash transactions:
|
|
|
|
|
|
||||||
Change in fair market value of designated interest rate swaps
|
$
|
(2,958
|
)
|
|
$
|
(7,703
|
)
|
|
$
|
(5,941
|
)
|
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
11,383
|
|
|
$
|
9,641
|
|
|
$
|
10,610
|
|
|
|
|
|
|
|
||||||
Distributions payable
|
$
|
41,409
|
|
|
$
|
42,114
|
|
|
$
|
30,870
|
|
|
Year ended December 31, 2015
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenue
|
$
|
270,405
|
|
|
$
|
301,252
|
|
|
$
|
289,420
|
|
|
$
|
275,263
|
|
Net income
|
$
|
48,102
|
|
|
$
|
56,410
|
|
|
$
|
40,933
|
|
|
$
|
74,367
|
|
Net income attributable to common shareholders
|
$
|
47,850
|
|
|
$
|
55,991
|
|
|
$
|
40,594
|
|
|
$
|
73,786
|
|
Comprehensive income
|
$
|
38,447
|
|
|
$
|
61,910
|
|
|
$
|
25,428
|
|
|
$
|
89,478
|
|
Basic per share data:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
$
|
0.36
|
|
|
$
|
0.43
|
|
|
$
|
0.32
|
|
|
$
|
0.58
|
|
Diluted per share data:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
$
|
0.36
|
|
|
$
|
0.42
|
|
|
$
|
0.31
|
|
|
$
|
0.59
|
|
Basic weighted average common shares outstanding
|
131,272,611
|
|
|
130,670,629
|
|
|
127,663,480
|
|
|
124,256,834
|
|
||||
Diluted weighted average common shares outstanding
|
132,286,542
|
|
|
131,618,693
|
|
|
128,143,154
|
|
|
124,679,650
|
|
|
Year ended December 31, 2014
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenue
|
$
|
236,373
|
|
|
$
|
295,047
|
|
|
$
|
297,666
|
|
|
$
|
280,111
|
|
Net income
|
$
|
11,985
|
|
|
$
|
53,361
|
|
|
$
|
37,064
|
|
|
$
|
34,070
|
|
Net income attributable to common shareholders
|
$
|
11,932
|
|
|
$
|
52,904
|
|
|
$
|
36,760
|
|
|
$
|
33,845
|
|
Comprehensive income
|
$
|
10,571
|
|
|
$
|
45,991
|
|
|
$
|
42,327
|
|
|
$
|
28,849
|
|
Basic per share data:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
$
|
0.10
|
|
|
$
|
0.42
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
Diluted per share data:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
$
|
0.10
|
|
|
$
|
0.42
|
|
|
$
|
0.28
|
|
|
$
|
0.25
|
|
Basic weighted average common shares outstanding
|
121,740,962
|
|
|
125,260,607
|
|
|
131,106,440
|
|
|
131,189,673
|
|
||||
Diluted weighted average common shares outstanding
|
122,867,755
|
|
|
126,475,051
|
|
|
132,386,843
|
|
|
132,186,832
|
|
|
|
|
|
Initial Costs
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at December 31, 2015
|
|
|
|
|
||||||||||||||||||||||||
Description
|
|
Debt
|
|
Land &
Improvements
|
|
Building &
Improvements
|
|
Land, Building &
Improvements
|
|
Land &
Improvements
|
|
Buildings &
Improvements
|
|
Total (1)
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciation
Life
|
||||||||||||||||
Marriott Austin South
|
|
$
|
—
|
|
|
$
|
2,253
|
|
|
$
|
16,522
|
|
|
$
|
1,454
|
|
|
$
|
2,253
|
|
|
$
|
17,976
|
|
|
$
|
20,229
|
|
|
$
|
4,209
|
|
|
2006
|
|
15 - 40 years
|
Marriott Denver South @ Park Meadows
|
|
—
|
|
|
5,385
|
|
|
39,488
|
|
|
3,047
|
|
|
5,385
|
|
|
42,535
|
|
|
47,920
|
|
|
9,849
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Marriott Louisville Downtown
|
|
80,000
|
|
|
—
|
|
|
89,541
|
|
|
3,656
|
|
|
—
|
|
|
93,197
|
|
|
93,197
|
|
|
21,761
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Marriott Chicago Midway
|
|
—
|
|
|
4,464
|
|
|
32,736
|
|
|
1,914
|
|
|
4,474
|
|
|
34,640
|
|
|
39,114
|
|
|
8,225
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Renaissance Boulder Flatiron Hotel
|
|
—
|
|
|
4,440
|
|
|
32,557
|
|
|
2,052
|
|
|
4,586
|
|
|
34,463
|
|
|
39,049
|
|
|
8,007
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Renaissance Fort Lauderdale Plantation Hotel
|
|
—
|
|
|
4,842
|
|
|
35,517
|
|
|
1,863
|
|
|
4,842
|
|
|
37,380
|
|
|
42,222
|
|
|
8,719
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Austin Northwest Arboretum
|
|
—
|
|
|
1,443
|
|
|
10,585
|
|
|
2,900
|
|
|
1,446
|
|
|
13,482
|
|
|
14,928
|
|
|
2,837
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Austin South
|
|
—
|
|
|
1,530
|
|
|
11,222
|
|
|
1,348
|
|
|
1,533
|
|
|
12,567
|
|
|
14,100
|
|
|
2,957
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Chicago Downtown Magnificent Mile
|
|
—
|
|
|
8,140
|
|
|
59,696
|
|
|
2,628
|
|
|
8,140
|
|
|
62,324
|
|
|
70,464
|
|
|
14,552
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Denver West Golden
|
|
—
|
|
|
1,325
|
|
|
9,716
|
|
|
1,294
|
|
|
1,325
|
|
|
11,010
|
|
|
12,335
|
|
|
2,537
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Chicago Southeast Hammond
|
|
—
|
|
|
1,038
|
|
|
7,616
|
|
|
1,269
|
|
|
1,042
|
|
|
8,881
|
|
|
9,923
|
|
|
2,084
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Indianapolis @ The Capitol
|
|
—
|
|
|
2,482
|
|
|
18,207
|
|
|
1,240
|
|
|
2,482
|
|
|
19,447
|
|
|
21,929
|
|
|
4,506
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Boulder Longmont
|
|
—
|
|
|
1,192
|
|
|
8,745
|
|
|
909
|
|
|
1,192
|
|
|
9,654
|
|
|
10,846
|
|
|
2,265
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Boulder Louisville
|
|
—
|
|
|
1,640
|
|
|
12,025
|
|
|
1,443
|
|
|
1,642
|
|
|
13,466
|
|
|
15,108
|
|
|
3,146
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Louisville Northeast
|
|
—
|
|
|
1,374
|
|
|
10,079
|
|
|
767
|
|
|
1,376
|
|
|
10,844
|
|
|
12,220
|
|
|
2,584
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Midway Airport
|
|
—
|
|
|
2,172
|
|
|
15,927
|
|
|
2,333
|
|
|
2,175
|
|
|
18,257
|
|
|
20,432
|
|
|
4,804
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard South Bend Mishawaka
|
|
—
|
|
|
640
|
|
|
4,699
|
|
|
1,239
|
|
|
642
|
|
|
5,936
|
|
|
6,578
|
|
|
1,534
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Salt Lake City Airport
|
|
—
|
|
|
2,333
|
|
|
17,110
|
|
|
1,397
|
|
|
2,333
|
|
|
18,507
|
|
|
20,840
|
|
|
4,219
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Houston Sugarland
|
|
—
|
|
|
1,217
|
|
|
8,931
|
|
|
1,108
|
|
|
1,217
|
|
|
10,039
|
|
|
11,256
|
|
|
2,262
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Courtyard Fort Lauderdale SW Miramar
|
|
—
|
|
|
1,619
|
|
|
11,872
|
|
|
1,143
|
|
|
1,619
|
|
|
13,015
|
|
|
14,634
|
|
|
2,631
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Courtyard Austin Downtown Convention Center
|
|
48,954
|
|
|
6,049
|
|
|
44,361
|
|
|
1,491
|
|
|
6,049
|
|
|
45,852
|
|
|
51,901
|
|
|
9,293
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Courtyard Austin Airport
|
|
—
|
|
|
1,691
|
|
|
12,404
|
|
|
3,421
|
|
|
1,753
|
|
|
15,763
|
|
|
17,516
|
|
|
2,816
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Residence Inn Austin Northwest Arboretum
|
|
—
|
|
|
1,403
|
|
|
10,290
|
|
|
1,951
|
|
|
1,403
|
|
|
12,241
|
|
|
13,644
|
|
|
2,660
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Austin South
|
|
—
|
|
|
802
|
|
|
5,883
|
|
|
910
|
|
|
802
|
|
|
6,793
|
|
|
7,595
|
|
|
1,492
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Austin North Parmer Lane
|
|
—
|
|
|
1,483
|
|
|
10,872
|
|
|
588
|
|
|
1,483
|
|
|
11,460
|
|
|
12,943
|
|
|
2,652
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Indianapolis Fishers
|
|
—
|
|
|
998
|
|
|
7,322
|
|
|
1,005
|
|
|
1,048
|
|
|
8,277
|
|
|
9,325
|
|
|
1,862
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Denver West Golden
|
|
—
|
|
|
1,222
|
|
|
8,963
|
|
|
1,188
|
|
|
1,222
|
|
|
10,151
|
|
|
11,373
|
|
|
2,212
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Chicago Southeast Hammond
|
|
—
|
|
|
980
|
|
|
7,190
|
|
|
918
|
|
|
980
|
|
|
8,108
|
|
|
9,088
|
|
|
1,821
|
|
|
2006
|
|
15 - 40 years
|
|
|
|
|
Initial Costs
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at December 31, 2015
|
|
|
|
|
||||||||||||||||||||||||
Description
|
|
Debt
|
|
Land &
Improvements
|
|
Building &
Improvements
|
|
Land, Building &
Improvements
|
|
Land &
Improvements
|
|
Buildings &
Improvements
|
|
Total (1)
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciation
Life
|
||||||||||||||||
Residence Inn Houston By The Galleria
|
|
—
|
|
|
2,665
|
|
|
19,549
|
|
|
2,631
|
|
|
2,665
|
|
|
22,180
|
|
|
24,845
|
|
|
5,008
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Indianapolis Downtown On The Canal
|
|
—
|
|
|
2,670
|
|
|
19,588
|
|
|
2,095
|
|
|
2,670
|
|
|
21,683
|
|
|
24,353
|
|
|
4,953
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Longmont Boulder
|
|
—
|
|
|
1,407
|
|
|
10,321
|
|
|
796
|
|
|
1,407
|
|
|
11,117
|
|
|
12,524
|
|
|
2,530
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Boulder Louisville
|
|
—
|
|
|
1,298
|
|
|
9,519
|
|
|
923
|
|
|
1,298
|
|
|
10,442
|
|
|
11,740
|
|
|
2,399
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Louisville Northeast
|
|
—
|
|
|
1,319
|
|
|
9,675
|
|
|
1,080
|
|
|
1,319
|
|
|
10,755
|
|
|
12,074
|
|
|
2,379
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Merrillville
|
|
—
|
|
|
595
|
|
|
4,372
|
|
|
1,243
|
|
|
595
|
|
|
5,615
|
|
|
6,210
|
|
|
1,456
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Detroit Novi
|
|
—
|
|
|
1,427
|
|
|
10,445
|
|
|
1,754
|
|
|
1,427
|
|
|
12,199
|
|
|
13,626
|
|
|
2,559
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Chicago Oak Brook
|
|
—
|
|
|
—
|
|
|
20,436
|
|
|
881
|
|
|
—
|
|
|
21,317
|
|
|
21,317
|
|
|
4,941
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Fort Lauderdale Plantation
|
|
—
|
|
|
2,183
|
|
|
16,021
|
|
|
4,249
|
|
|
2,295
|
|
|
20,158
|
|
|
22,453
|
|
|
4,452
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Salt Lake City Airport
|
|
—
|
|
|
875
|
|
|
6,416
|
|
|
1,279
|
|
|
875
|
|
|
7,695
|
|
|
8,570
|
|
|
1,693
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn San Antonio Downtown Market Sq
|
|
—
|
|
|
1,822
|
|
|
13,360
|
|
|
2,278
|
|
|
1,822
|
|
|
15,638
|
|
|
17,460
|
|
|
3,477
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Houston Sugarland
|
|
—
|
|
|
1,100
|
|
|
8,073
|
|
|
1,323
|
|
|
1,100
|
|
|
9,396
|
|
|
10,496
|
|
|
2,216
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Chicago Naperville
|
|
—
|
|
|
1,923
|
|
|
14,101
|
|
|
837
|
|
|
1,923
|
|
|
14,938
|
|
|
16,861
|
|
|
3,540
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Residence Inn Louisville Downtown
|
|
—
|
|
|
1,815
|
|
|
13,308
|
|
|
744
|
|
|
1,815
|
|
|
14,052
|
|
|
15,867
|
|
|
3,066
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Residence Inn Fort Lauderdale SW Miramar
|
|
—
|
|
|
1,692
|
|
|
12,409
|
|
|
1,534
|
|
|
1,692
|
|
|
13,943
|
|
|
15,635
|
|
|
2,765
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Residence Inn Austin Downtown Convention Center
|
|
32,636
|
|
|
3,767
|
|
|
27,626
|
|
|
620
|
|
|
3,767
|
|
|
28,246
|
|
|
32,013
|
|
|
5,760
|
|
|
2007
|
|
15 - 40 years
|
||||||||
SpringHill Suites Austin North Parmer Lane
|
|
—
|
|
|
1,957
|
|
|
14,351
|
|
|
577
|
|
|
1,957
|
|
|
14,928
|
|
|
16,885
|
|
|
3,469
|
|
|
2006
|
|
15 - 40 years
|
||||||||
SpringHill Suites Austin South
|
|
—
|
|
|
1,605
|
|
|
11,768
|
|
|
1,915
|
|
|
1,605
|
|
|
13,683
|
|
|
15,288
|
|
|
2,947
|
|
|
2006
|
|
15 - 40 years
|
||||||||
SpringHill Suites Louisville Hurstbourne North
|
|
—
|
|
|
1,890
|
|
|
13,869
|
|
|
1,016
|
|
|
1,890
|
|
|
14,885
|
|
|
16,775
|
|
|
3,450
|
|
|
2006
|
|
15 - 40 years
|
||||||||
SpringHill Suites South Bend Mishawaka
|
|
—
|
|
|
983
|
|
|
7,217
|
|
|
289
|
|
|
983
|
|
|
7,506
|
|
|
8,489
|
|
|
1,879
|
|
|
2006
|
|
15 - 40 years
|
||||||||
SpringHill Suites Denver North Westminster
|
|
—
|
|
|
2,409
|
|
|
17,670
|
|
|
1,120
|
|
|
2,409
|
|
|
18,790
|
|
|
21,199
|
|
|
4,447
|
|
|
2006
|
|
15 - 40 years
|
||||||||
SpringHill Suites Boulder Longmont
|
|
—
|
|
|
1,144
|
|
|
8,388
|
|
|
708
|
|
|
1,144
|
|
|
9,096
|
|
|
10,240
|
|
|
1,996
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Fairfield Inn & Suites Austin South Airport
|
|
—
|
|
|
505
|
|
|
3,702
|
|
|
1,102
|
|
|
505
|
|
|
4,804
|
|
|
5,309
|
|
|
936
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Fairfield Inn & Suites Denver Cherry Creek
|
|
—
|
|
|
1,203
|
|
|
8,823
|
|
|
1,277
|
|
|
1,203
|
|
|
10,100
|
|
|
11,303
|
|
|
2,336
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Fairfield Inn & Suites Chicago SE Hammond
|
|
—
|
|
|
722
|
|
|
5,301
|
|
|
1,304
|
|
|
722
|
|
|
6,605
|
|
|
7,327
|
|
|
1,435
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Fairfield Inn & Suites Key West
|
|
—
|
|
|
1,803
|
|
|
19,325
|
|
|
3,248
|
|
|
1,853
|
|
|
22,523
|
|
|
24,376
|
|
|
4,727
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Fairfield Inn & Suites Chicago Midway Airport
|
|
—
|
|
|
1,425
|
|
|
10,449
|
|
|
1,676
|
|
|
1,425
|
|
|
12,125
|
|
|
13,550
|
|
|
2,591
|
|
|
2006
|
|
15 - 40 years
|
|
|
|
|
Initial Costs
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at December 31, 2015
|
|
|
|
|
||||||||||||||||||||||||
Description
|
|
Debt
|
|
Land &
Improvements
|
|
Building &
Improvements
|
|
Land, Building &
Improvements
|
|
Land &
Improvements
|
|
Buildings &
Improvements
|
|
Total (1)
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciation
Life
|
||||||||||||||||
Fairfield Inn & Suites San Antonio Dwntn Mkt
|
|
—
|
|
|
1,378
|
|
|
10,105
|
|
|
1,273
|
|
|
1,378
|
|
|
11,378
|
|
|
12,756
|
|
|
2,516
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Holiday Inn Express Merrillville
|
|
—
|
|
|
545
|
|
|
4,005
|
|
|
(916
|
)
|
|
445
|
|
|
3,189
|
|
|
3,634
|
|
|
976
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Hampton Inn Chicago Midway Airport
|
|
—
|
|
|
2,747
|
|
|
20,143
|
|
|
2,376
|
|
|
2,747
|
|
|
22,519
|
|
|
25,266
|
|
|
5,168
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn Chicago Midway Airport
|
|
—
|
|
|
2,978
|
|
|
21,842
|
|
|
1,154
|
|
|
2,978
|
|
|
22,996
|
|
|
25,974
|
|
|
5,361
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Sleep Inn Midway Airport
|
|
—
|
|
|
1,189
|
|
|
8,718
|
|
|
1,623
|
|
|
1,189
|
|
|
10,341
|
|
|
11,530
|
|
|
2,529
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Holiday Inn Express & Suites Midway Airport
|
|
—
|
|
|
1,874
|
|
|
13,742
|
|
|
256
|
|
|
1,874
|
|
|
13,998
|
|
|
15,872
|
|
|
3,337
|
|
|
2006
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn Bloomington
|
|
17,500
|
|
|
—
|
|
|
18,945
|
|
|
908
|
|
|
—
|
|
|
19,853
|
|
|
19,853
|
|
|
3,437
|
|
|
2009
|
|
15 - 40 years
|
||||||||
TGI Friday's Chicago Midway
|
|
—
|
|
|
829
|
|
|
6,139
|
|
|
603
|
|
|
829
|
|
|
6,742
|
|
|
7,571
|
|
|
1,501
|
|
|
2006
|
|
15 - 40 years
|
||||||||
SpringHill Suites Bakersfield
|
|
—
|
|
|
1,560
|
|
|
8,838
|
|
|
593
|
|
|
1,575
|
|
|
9,416
|
|
|
10,991
|
|
|
2,109
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Hampton Inn Suites Clearwater St Petersburg Ulmerton Road
|
|
—
|
|
|
1,106
|
|
|
12,721
|
|
|
1,090
|
|
|
1,133
|
|
|
13,784
|
|
|
14,917
|
|
|
2,836
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Hampton Inn Garden City
|
|
—
|
|
|
5,691
|
|
|
22,764
|
|
|
671
|
|
|
5,717
|
|
|
23,409
|
|
|
29,126
|
|
|
4,955
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Courtyard Houston By The Galleria
|
|
26,000
|
|
|
3,069
|
|
|
22,508
|
|
|
1,273
|
|
|
3,069
|
|
|
23,781
|
|
|
26,850
|
|
|
4,765
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Hampton Inn Fort Walton Beach
|
|
—
|
|
|
8,774
|
|
|
6,109
|
|
|
1,096
|
|
|
8,860
|
|
|
7,119
|
|
|
15,979
|
|
|
1,451
|
|
|
2007
|
|
15 - 40 years
|
||||||||
Embassy Suites Los Angeles Downey
|
|
21,707
|
|
|
4,857
|
|
|
29,943
|
|
|
5,562
|
|
|
4,947
|
|
|
35,415
|
|
|
40,362
|
|
|
6,509
|
|
|
2008
|
|
15 - 40 years
|
||||||||
Hyatt House Austin Arboretum
|
|
10,163
|
|
|
2,813
|
|
|
15,940
|
|
|
1,773
|
|
|
2,813
|
|
|
17,713
|
|
|
20,526
|
|
|
3,107
|
|
|
2008
|
|
15 - 40 years
|
||||||||
Hyatt House Dallas Lincoln Park
|
|
17,168
|
|
|
3,169
|
|
|
17,958
|
|
|
627
|
|
|
3,272
|
|
|
18,482
|
|
|
21,754
|
|
|
3,467
|
|
|
2008
|
|
15 - 40 years
|
||||||||
Hyatt House Dallas Uptown
|
|
12,136
|
|
|
2,241
|
|
|
12,698
|
|
|
694
|
|
|
2,306
|
|
|
13,327
|
|
|
15,633
|
|
|
2,442
|
|
|
2008
|
|
15 - 40 years
|
||||||||
Hyatt House Houston Galleria
|
|
12,826
|
|
|
2,976
|
|
|
16,866
|
|
|
1,932
|
|
|
2,976
|
|
|
18,798
|
|
|
21,774
|
|
|
3,377
|
|
|
2008
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn New York West 35th Street
|
|
—
|
|
|
24,244
|
|
|
96,978
|
|
|
1,204
|
|
|
24,258
|
|
|
98,168
|
|
|
122,426
|
|
|
16,949
|
|
|
2009
|
|
15 - 40 years
|
||||||||
Embassy Suites Tampa Downtown Convention Ctr
|
|
—
|
|
|
2,161
|
|
|
71,017
|
|
|
1,726
|
|
|
2,319
|
|
|
72,585
|
|
|
74,904
|
|
|
10,542
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Fairfield Inn & Suites Washington DC Downtown
|
|
—
|
|
|
16,214
|
|
|
22,265
|
|
|
5,099
|
|
|
16,307
|
|
|
27,271
|
|
|
43,578
|
|
|
4,394
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Embassy Suites Fort Myers Estero
|
|
—
|
|
|
2,816
|
|
|
7,862
|
|
|
961
|
|
|
2,861
|
|
|
8,778
|
|
|
11,639
|
|
|
1,387
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Homewood Suites Washington DC Downtown
|
|
32,835
|
|
|
23,139
|
|
|
34,188
|
|
|
2,117
|
|
|
23,139
|
|
|
36,305
|
|
|
59,444
|
|
|
4,865
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Hilton New York Fashion District
|
|
—
|
|
|
35,592
|
|
|
82,392
|
|
|
661
|
|
|
35,606
|
|
|
83,039
|
|
|
118,645
|
|
|
11,076
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Hampton Inn Suites Denver Tech Center
|
|
—
|
|
|
2,373
|
|
|
9,180
|
|
|
1,603
|
|
|
2,428
|
|
|
10,728
|
|
|
13,156
|
|
|
1,804
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Hotel Indigo New Orleans Garden District
|
|
—
|
|
|
1,901
|
|
|
3,865
|
|
|
11,764
|
|
|
2,080
|
|
|
15,450
|
|
|
17,530
|
|
|
2,706
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Residence Inn Columbia
|
|
—
|
|
|
1,993
|
|
|
11,487
|
|
|
1,611
|
|
|
2,036
|
|
|
13,055
|
|
|
15,091
|
|
|
2,014
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Residence Inn National Harbor Washington DC
|
|
—
|
|
|
7,457
|
|
|
37,046
|
|
|
1,843
|
|
|
7,480
|
|
|
38,866
|
|
|
46,346
|
|
|
4,898
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Residence Inn Silver Spring
|
|
—
|
|
|
3,945
|
|
|
18,896
|
|
|
1,012
|
|
|
3,989
|
|
|
19,864
|
|
|
23,853
|
|
|
2,961
|
|
|
2010
|
|
15 - 40 years
|
|
|
|
|
Initial Costs
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at December 31, 2015
|
|
|
|
|
||||||||||||||||||||||||
Description
|
|
Debt
|
|
Land &
Improvements
|
|
Building &
Improvements
|
|
Land, Building &
Improvements
|
|
Land &
Improvements
|
|
Buildings &
Improvements
|
|
Total (1)
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciation
Life
|
||||||||||||||||
Hilton Garden Inn New Orleans Convention Center
|
|
—
|
|
|
3,405
|
|
|
20,750
|
|
|
3,925
|
|
|
3,456
|
|
|
24,624
|
|
|
28,080
|
|
|
3,627
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Hampton Inn West Palm Beach Arprt Central
|
|
—
|
|
|
2,280
|
|
|
9,769
|
|
|
468
|
|
|
2,280
|
|
|
10,237
|
|
|
12,517
|
|
|
1,498
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn West Palm Beach Airport
|
|
—
|
|
|
1,206
|
|
|
10,811
|
|
|
1,146
|
|
|
1,215
|
|
|
11,948
|
|
|
13,163
|
|
|
1,551
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn Los Angeles Hollywood
|
|
—
|
|
|
5,303
|
|
|
19,136
|
|
|
5,570
|
|
|
5,493
|
|
|
24,516
|
|
|
30,009
|
|
|
3,859
|
|
|
2010
|
|
15 - 40 years
|
||||||||
DoubleTree Metropolitan Hotel New York City
|
|
—
|
|
|
140,332
|
|
|
188,014
|
|
|
16,108
|
|
|
140,435
|
|
|
204,019
|
|
|
344,454
|
|
|
27,433
|
|
|
2010
|
|
15 - 40 years
|
||||||||
Renaissance Pittsburgh Hotel
|
|
—
|
|
|
3,274
|
|
|
39,934
|
|
|
2,841
|
|
|
3,316
|
|
|
42,733
|
|
|
46,049
|
|
|
5,452
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Courtyard Atlanta Buckhead
|
|
—
|
|
|
2,860
|
|
|
21,668
|
|
|
1,952
|
|
|
2,875
|
|
|
23,605
|
|
|
26,480
|
|
|
3,052
|
|
|
2011
|
|
15 - 40 years
|
||||||||
DoubleTree Hotel Columbia
|
|
—
|
|
|
1,933
|
|
|
6,486
|
|
|
5,154
|
|
|
2,026
|
|
|
11,547
|
|
|
13,573
|
|
|
1,742
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Marriott Denver Airport @ Gateway Park
|
|
26,500
|
|
|
3,083
|
|
|
38,356
|
|
|
3,280
|
|
|
3,158
|
|
|
41,561
|
|
|
44,719
|
|
|
5,445
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Embassy Suites West Palm Beach Central
|
|
—
|
|
|
3,656
|
|
|
9,614
|
|
|
5,346
|
|
|
3,770
|
|
|
14,846
|
|
|
18,616
|
|
|
2,600
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn Durham Raleigh Research Triangle Park
|
|
—
|
|
|
1,751
|
|
|
4,763
|
|
|
5,328
|
|
|
1,870
|
|
|
9,972
|
|
|
11,842
|
|
|
2,076
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn Pittsburgh University Place
|
|
—
|
|
|
1,975
|
|
|
18,490
|
|
|
7,005
|
|
|
2,033
|
|
|
25,437
|
|
|
27,470
|
|
|
3,998
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Hampton Inn Houston Near The Galleria
|
|
—
|
|
|
9,326
|
|
|
9,220
|
|
|
1,630
|
|
|
9,395
|
|
|
10,781
|
|
|
20,176
|
|
|
1,480
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Courtyard Charleston Historic District
|
|
—
|
|
|
2,714
|
|
|
35,828
|
|
|
774
|
|
|
2,736
|
|
|
36,580
|
|
|
39,316
|
|
|
3,926
|
|
|
2011
|
|
15 - 40 years
|
||||||||
Residence Inn Bethesda Downtown
|
|
34,825
|
|
|
8,154
|
|
|
52,750
|
|
|
3,010
|
|
|
8,273
|
|
|
55,641
|
|
|
63,914
|
|
|
5,104
|
|
|
2012
|
|
15 - 40 years
|
||||||||
Courtyard New York Manhattan Upper East Side
|
|
—
|
|
|
20,654
|
|
|
60,223
|
|
|
3,516
|
|
|
20,709
|
|
|
63,684
|
|
|
84,393
|
|
|
5,998
|
|
|
2012
|
|
15 - 40 years
|
||||||||
Hilton Garden Inn San Francisco Oakland Bay Brg
|
|
—
|
|
|
11,902
|
|
|
22,758
|
|
|
1,787
|
|
|
11,947
|
|
|
24,500
|
|
|
36,447
|
|
|
2,351
|
|
|
2012
|
|
15 - 40 years
|
||||||||
Embassy Suites Boston Waltham
|
|
—
|
|
|
6,268
|
|
|
56,025
|
|
|
2,906
|
|
|
6,315
|
|
|
58,884
|
|
|
65,199
|
|
|
4,991
|
|
|
2012
|
|
15 - 40 years
|
||||||||
Courtyard Houston Downtown Convention Center
|
|
—
|
|
|
5,799
|
|
|
28,954
|
|
|
2,865
|
|
|
5,799
|
|
|
31,819
|
|
|
37,618
|
|
|
2,267
|
|
|
2013
|
|
15 - 40 years
|
||||||||
Residence Inn Houston Downtown Convention Center
|
|
—
|
|
|
4,674
|
|
|
24,913
|
|
|
2,752
|
|
|
4,674
|
|
|
27,665
|
|
|
32,339
|
|
|
1,944
|
|
|
2013
|
|
15 - 40 years
|
||||||||
SpringHill Suites Houston Downtown Convention Center
|
|
—
|
|
|
2,382
|
|
|
12,756
|
|
|
15,173
|
|
|
2,458
|
|
|
27,853
|
|
|
30,311
|
|
|
764
|
|
|
2013
|
|
15 - 40 years
|
||||||||
Courtyard Waikiki Beach
|
|
—
|
|
|
557
|
|
|
79,033
|
|
|
8,893
|
|
|
665
|
|
|
87,818
|
|
|
88,483
|
|
|
5,384
|
|
|
2013
|
|
15 - 40 years
|
||||||||
Courtyard San Francisco
|
|
—
|
|
|
11,277
|
|
|
18,198
|
|
|
26,855
|
|
|
11,290
|
|
|
45,040
|
|
|
56,330
|
|
|
631
|
|
|
2013
|
|
15 - 40 years
|
||||||||
Residence Inn Atlanta Midtown Historic
|
|
—
|
|
|
2,812
|
|
|
6,044
|
|
|
6,683
|
|
|
2,939
|
|
|
12,600
|
|
|
15,539
|
|
|
563
|
|
|
2013
|
|
15 - 40 years
|
||||||||
SpringHill Suites Portland Hillsboro
|
|
—
|
|
|
3,488
|
|
|
18,283
|
|
|
46
|
|
|
3,489
|
|
|
18,328
|
|
|
21,817
|
|
|
1,116
|
|
|
2013
|
|
15 - 40 years
|
||||||||
Hilton Cabana Miami Beach
|
|
—
|
|
|
25,083
|
|
|
40,707
|
|
|
1,439
|
|
|
25,119
|
|
|
42,110
|
|
|
67,229
|
|
|
1,724
|
|
|
2014
|
|
15 - 40 years
|
||||||||
Hyatt House Charlotte Center City
|
|
—
|
|
|
3,029
|
|
|
26,193
|
|
|
18
|
|
|
3,029
|
|
|
26,211
|
|
|
29,240
|
|
|
1,212
|
|
|
2014
|
|
15 - 40 years
|
|
2015
|
|
2014
|
|
2013
|
||||||
Reconciliation of Land and Buildings and Improvements
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
3,711,887
|
|
|
$
|
3,461,251
|
|
|
$
|
3,218,610
|
|
Add: Acquisitions
|
163,652
|
|
|
573,936
|
|
|
219,169
|
|
|||
Add: Improvements
|
84,615
|
|
|
59,485
|
|
|
30,309
|
|
|||
Less: Disposition of properties (1)
|
(16,738
|
)
|
|
(142,581
|
)
|
|
(6,837
|
)
|
|||
Less: Impairment loss
|
(1,003
|
)
|
|
(9,200
|
)
|
|
—
|
|
|||
Less: Land, building and improvements of hotels held for sale
|
—
|
|
|
(231,004
|
)
|
|
—
|
|
|||
Balance at end of period
|
$
|
3,942,413
|
|
|
$
|
3,711,887
|
|
|
$
|
3,461,251
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Reconciliation of Accumulated Depreciation
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(382,266
|
)
|
|
$
|
(367,306
|
)
|
|
$
|
(295,397
|
)
|
Add: Depreciation for the period
|
(85,062
|
)
|
|
(81,892
|
)
|
|
(73,556
|
)
|
|||
Less: Disposition of properties (1)
|
2,637
|
|
|
24,383
|
|
|
1,647
|
|
|||
Less: Accumulated depreciation of hotels held for sale
|
—
|
|
|
42,549
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
(464,691
|
)
|
|
$
|
(382,266
|
)
|
|
$
|
(367,306
|
)
|
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Mark F. Monahan
|
By:
|
/s/ Katie Chowdhry
Name: Katie Chowdhry Title: Assistant Vice President |
By:
|
/s/ Suzanne E. Pickett
Name: Suzanne E. Pickett Title: Vice President |
By:
|
/s/ T. Barrett Vawter
Name: T. Barrett Vawter Title: Vice President |
By:
|
/s/ Frederick H. Denecke
Name: Frederick H. Denecke Title: Senior Vice President |
By:
|
/s/ Don Byerly
Name: Don Byerly Title: Senior Vice President |
By:
|
/s/ Joshua Freedman
Name: Joshua Freedman Title: Authorized Signatory |
By:
|
/s/ Christine Aharonian
Name: Christine Aharonian Title: Vice President |
By:
|
/s/ James M. Armstrong
Name: James M. Armstrong Title: Senior Vice President |
By:
|
/s/ Chade Hale
Name: Chad Hale Title: Director & Execution Head, REGAL |
|
Subsidiary Guarantor
|
1.
|
RLJ C Charleston HD, LLC
|
2.
|
RLJ C HOUSTON HUMBLE, LP
|
3.
|
RLJ C NY Upper Eastside, LLC
|
4.
|
RLJ C PORTLAND DT, LLC
|
5.
|
RLJ C WAIKIKI, LLC
|
6.
|
RLJ CABANA MIAMI BEACH, LLC
|
7.
|
RLJ DBT KEY WEST, LLC
|
8.
|
RLJ EM IRVINE, LP
|
9.
|
RLJ EM Waltham, LLC
|
10.
|
RLJ HGN Emeryville, LP
|
11.
|
RLJ HP Fremont, LP
|
12.
|
RLJ HP Madison DT, LLC
|
13.
|
RLJ HY ATLANTA MIDTOWN, LLC
|
14.
|
RLJ HyH Charlotte, LLC
|
15.
|
RLJ HyH Cypress, LP
|
16.
|
RLJ HyH Emeryville, LP
|
17.
|
RLJ HyH San Diego, LP
|
18.
|
RLJ HyH San Jose, LP
|
19.
|
RLJ HyH San Ramon, LP
|
20.
|
RLJ HyH Santa Clara, LP
|
21.
|
RLJ HyH Woodlands, LP
|
22.
|
RLJ II – AUSTIN SOUTH HOTELS, LP
|
23.
|
RLJ II – C AUSTIN AIR, LP
|
24.
|
RLJ II – C AUSTIN NW, LP
|
25.
|
RLJ II – C CHICAGO MAG MILE, LLC
|
26.
|
RLJ II – C HAMMOND, LLC
|
27.
|
RLJ II – C LOUISVILLE NE KY, LLC
|
28.
|
RLJ II – C MIRAMAR, LLC
|
29.
|
RLJ II – C MISHAWAKA, LLC
|
30.
|
RLJ II – C SALT LAKE, LLC
|
31.
|
RLJ II – C SUGARLAND, LP
|
32.
|
RLJ II – F AUSTIN S, LP
|
33.
|
RLJ II – F CHERRY CREEK, LLC
|
34.
|
RLJ II – F HAMMOND, LLC
|
35.
|
RLJ II – F KEY WEST, LLC
|
36.
|
RLJ II – F SAN ANTONIO DT, LP
|
37.
|
RLJ II – HA CLEARWATER, LLC
|
|
Subsidiary Guarantor
|
38.
|
RLJ II – HA FORT WALTON BEACH, LLC
|
39.
|
RLJ II – HA GARDEN CITY, LLC
|
40.
|
RLJ II – HA MIDWAY, LLC
|
41.
|
RLJ II – HG MIDWAY, LLC
|
42.
|
RLJ II – HOLX MERRILLVILLE, LLC
|
43.
|
RLJ II - HOLX Midway, LLC
|
44.
|
RLJ II – INDY CAPITOL HOTELS, LLC
|
45.
|
RLJ II – MH DENVER S, LLC
|
46.
|
RLJ II – MH MIDWAY, LLC
|
47.
|
RLJ II – R AUSTIN NW, LP
|
48.
|
RLJ II – R AUSTIN S, LP
|
49.
|
RLJ II – R FISHERS, LLC
|
50.
|
RLJ II – R HAMMOND, LLC
|
51.
|
RLJ II – R HOUSTON GALLERIA, LP
|
52.
|
RLJ II – R LOUISVILLE CO, LLC
|
53.
|
RLJ II – R LOUISVILLE DT KY, LLC
|
54.
|
RLJ II – R MERRILLVILLE, LLC
|
55.
|
RLJ II – R MIRAMAR, LLC
|
56.
|
RLJ II – R PLANTATION, LLC
|
57.
|
RLJ II – R SALT LAKE CITY, LLC
|
58.
|
RLJ II – R SAN ANTONIO, LP
|
59.
|
RLJ II – R SOUTH BEND, LLC
|
60.
|
RLJ II – R SUGARLAND, LP
|
61.
|
RLJ II – RH BOULDER, LLC
|
62.
|
RLJ II – RH PLANTATION, LLC
|
63.
|
RLJ II – S BAKERSFIELD, LP
|
64.
|
RLJ II – S LONGMONT, LLC
|
65.
|
RLJ II – SLE MIDWAY, LLC
|
66.
|
RLJ III – C Buckhead, Inc.
|
67.
|
RLJ III – DBT Columbia, LLC
|
68.
|
RLJ III – DBT Metropolitan Manhattan, LP
|
69.
|
RLJ III – EM Columbus, LLC
|
70.
|
RLJ III – EM Fort Myers, LLC
|
71.
|
RLJ III – EM Tampa DT, LLC
|
72.
|
RLJ III – EM West Palm Beach, Inc.
|
73.
|
RLJ III – F Washington DC, LLC
|
74.
|
RLJ III – F26 Manhattan, LLC
|
75.
|
RLJ III – HA Denver Tech Center, LLC
|
76.
|
RLJ III – HA Houston Galleria, LP
|
77.
|
RLJ III – HA West Palm Beach Airport, LLC
|
78.
|
RLJ III – HG New Orleans Convention Center, LLC
|
|
Subsidiary Guarantor
|
79.
|
RLJ III – HG West Palm Beach Airport, LLC
|
80.
|
RLJ III – HGN Durham, LLC
|
81.
|
RLJ III – HGN Hollywood, LP
|
82.
|
RLJ III – HGN Manhattan, LLC
|
83.
|
RLJ III – HGN Pittsburgh, LP
|
84.
|
RLJ III – R Columbia, LLC
|
85.
|
RLJ III – R National Harbor, LLC
|
86.
|
RLJ III - R Silver Spring, LLC
|
87.
|
RLJ III – RH Pittsburgh, LP
|
88.
|
RLJ III – St. Charles Ave Hotel, LLC
|
89.
|
RLJ R Atlanta Midtown, LLC
|
90.
|
RLJ R HOUSTON HUMBLE, LP
|
91.
|
RLJ S Hillsboro, LLC
|
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Mark F. Monahan
Name: Mark F. Monahan Title: Senior Vice President |
By:
|
/s/ Suzanne E. Pickett
Name: Suzanne E. Pickett Title: Vice President |
By:
|
/s/ Katie Chowdhry
Name: Katie Chowdhry Title: Assistant Vice President |
By:
|
/s/ Jeffrey S. Geifman
Name: Jeffrey S. Geifman Title: Senior Vice President |
By:
|
/s/ Don Byerly
Name: Don Byerly Title: Senior Vice President |
By:
|
/s/ Joanna Soliman
Name: Joanna Soliman Title: Vice President |
By:
|
/s/ Joshua Freedman
Name: Joshua Freedman Title: Authorized Signatory |
By:
|
/s/ Ronnie Glenn
Name: Ronnie Glenn Title: Vice President |
By:
|
/s/ T. Barrett Vawter
Name: T. Barrett Vawter Title: Vice President |
By:
|
/s/ Glenn A. Page
Name: Glenn A. Page Title: Senior Vice President |
By:
|
/s/ Chad Hale
Name: Chad Hale Title: Director & Execution Head, REGAL |
By:
|
/s/ Ashish Tandon
Name: Ashish Tandon Title: Vice President |
|
Subsidiary Guarantor
|
1.
|
RLJ C Charleston HD, LLC
|
2.
|
RLJ C HOUSTON HUMBLE, LP
|
3.
|
RLJ C NY Upper Eastside, LLC
|
4.
|
RLJ C PORTLAND DT, LLC
|
5.
|
RLJ C WAIKIKI, LLC
|
6.
|
RLJ CABANA MIAMI BEACH, LLC
|
7.
|
RLJ DBT KEY WEST, LLC
|
8.
|
RLJ EM IRVINE, LP
|
9.
|
RLJ EM Waltham, LLC
|
10.
|
RLJ HGN Emeryville, LP
|
11.
|
RLJ HP Fremont, LP
|
12.
|
RLJ HP Madison DT, LLC
|
13.
|
RLJ HY ATLANTA MIDTOWN, LLC
|
14.
|
RLJ HyH Charlotte, LLC
|
15.
|
RLJ HyH Cypress, LP
|
16.
|
RLJ HyH Emeryville, LP
|
17.
|
RLJ HyH San Diego, LP
|
18.
|
RLJ HyH San Jose, LP
|
19.
|
RLJ HyH San Ramon, LP
|
20.
|
RLJ HyH Santa Clara, LP
|
21.
|
RLJ HyH Woodlands, LP
|
22.
|
RLJ II – AUSTIN SOUTH HOTELS, LP
|
23.
|
RLJ II – C AUSTIN AIR, LP
|
24.
|
RLJ II – C AUSTIN NW, LP
|
25.
|
RLJ II – C CHICAGO MAG MILE, LLC
|
26.
|
RLJ II – C HAMMOND, LLC
|
27.
|
RLJ II – C LOUISVILLE NE KY, LLC
|
28.
|
RLJ II – C MIRAMAR, LLC
|
29.
|
RLJ II – C MISHAWAKA, LLC
|
30.
|
RLJ II – C SALT LAKE, LLC
|
31.
|
RLJ II – C SUGARLAND, LP
|
32.
|
RLJ II – F AUSTIN S, LP
|
33.
|
RLJ II – F CHERRY CREEK, LLC
|
34.
|
RLJ II – F HAMMOND, LLC
|
35.
|
RLJ II – F KEY WEST, LLC
|
36.
|
RLJ II – F SAN ANTONIO DT, LP
|
37.
|
RLJ II – HA CLEARWATER, LLC
|
38.
|
RLJ II – HA FORT WALTON BEACH, LLC
|
39.
|
RLJ II – HA GARDEN CITY, LLC
|
40.
|
RLJ II – HA MIDWAY, LLC
|
41.
|
RLJ II – HG MIDWAY, LLC
|
42.
|
RLJ II – HOLX MERRILLVILLE, LLC
|
43.
|
RLJ II - HOLX Midway, LLC
|
44.
|
RLJ II – INDY CAPITOL HOTELS, LLC
|
45.
|
RLJ II – MH DENVER S, LLC
|
46.
|
RLJ II – MH MIDWAY, LLC
|
47.
|
RLJ II – R AUSTIN NW, LP
|
48.
|
RLJ II – R AUSTIN S, LP
|
49.
|
RLJ II – R FISHERS, LLC
|
50.
|
RLJ II – R HAMMOND, LLC
|
51.
|
RLJ II – R HOUSTON GALLERIA, LP
|
52.
|
RLJ II – R LOUISVILLE CO, LLC
|
53.
|
RLJ II – R LOUISVILLE DT KY, LLC
|
54.
|
RLJ II – R MERRILLVILLE, LLC
|
55.
|
RLJ II – R MIRAMAR, LLC
|
56.
|
RLJ II – R PLANTATION, LLC
|
57.
|
RLJ II – R SALT LAKE CITY, LLC
|
58.
|
RLJ II – R SAN ANTONIO, LP
|
59.
|
RLJ II – R SUGARLAND, LP
|
60.
|
RLJ II – RH BOULDER, LLC
|
61.
|
RLJ II – RH PLANTATION, LLC
|
62.
|
RLJ II – S BAKERSFIELD, LP
|
63.
|
RLJ II – S LONGMONT, LLC
|
64.
|
RLJ II – SLE MIDWAY, LLC
|
65.
|
RLJ III – C Buckhead, Inc.
|
66.
|
RLJ III – DBT Columbia, LLC
|
67.
|
RLJ III – DBT Metropolitan Manhattan, LP
|
68.
|
RLJ III – EM Fort Myers, LLC
|
69.
|
RLJ III – EM Tampa DT, LLC
|
70.
|
RLJ III – EM West Palm Beach, Inc.
|
71.
|
RLJ III – F Washington DC, LLC
|
72.
|
RLJ III – F26 Manhattan, LLC
|
73.
|
RLJ III – HA Denver Tech Center, LLC
|
74.
|
RLJ III – HA Houston Galleria, LP
|
75.
|
RLJ III – HA West Palm Beach Airport, LLC
|
76.
|
RLJ III – HG New Orleans Convention Center, LLC
|
77.
|
RLJ III – HG West Palm Beach Airport, LLC
|
78.
|
RLJ III – HGN Durham, LLC
|
79.
|
RLJ III – HGN Hollywood, LP
|
80.
|
RLJ III – HGN Manhattan, LLC
|
81.
|
RLJ III – HGN Pittsburgh, LP
|
82.
|
RLJ III – R Columbia, LLC
|
83.
|
RLJ III – R National Harbor, LLC
|
84.
|
RLJ III - R Silver Spring, LLC
|
85.
|
RLJ III – RH Pittsburgh, LP
|
86.
|
RLJ III – St. Charles Ave Hotel, LLC
|
87.
|
RLJ R Atlanta Midtown, LLC
|
88.
|
RLJ R HOUSTON HUMBLE, LP
|
89.
|
RLJ S Hillsboro, LLC
|
90.
|
RLJ II – C GOLDEN, LLC
|
91.
|
RLJ II – C LONGMONT, LLC
|
92.
|
RLJ II – C LOUISVILLE CO, LLC
|
93.
|
RLJ II – C MIDWAY, LLC
|
94.
|
RLJ II – C AUSTIN S, LP
|
95.
|
RLJ II – F MIDWAY, LLC
|
96.
|
RLJ II – R GOLDEN, LLC
|
97.
|
RLJ II – R LONGMONT, LLC
|
98.
|
RLJ II – R WARRENVILLE, LLC
|
99.
|
RLJ II – R LOUISVILLE NE KY, LLC
|
100.
|
RLJ II – R NOVI, LLC
|
101.
|
RLJ II – R AUSTIN PARMER, LP
|
102.
|
RLJ II – S WESTMINSTER, LLC
|
103.
|
RLJ II – S MISHAWAKA, LLC
|
104.
|
RLJ II – S LOUISVILLE KY, LLC
|
105.
|
RLJ II – S AUSTIN N, LP
|
106.
|
RLJ C SAN FRANCISCO, LP
|
107.
|
RLJ HS SEATLLE LYNNWOOD, LLC
|
108.
|
RLJ HP WASHINGTON DC, LLC
|
109.
|
RLJ II – R OAK BROOK, LLC
|
110.
|
RLJ S HOUSTON HUMBLE, LP
|
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Mark F. Monahan
|
By:
|
/s/ Katie Chowdhry
Name: Katie Chowdhry Title: Assistant Vice President |
By:
|
/s/ T. Barrett Vawter
Name: T. Barrett Vawter Title: Vice President |
By:
|
/s/ Frederick H. Denecke
Name: Katie Chowdhry Title: Senior Vice President |
By:
|
/s/ James E. Davis
Name: James E. Davis Title: Senior Vice President |
By:
|
/s/ James M. Armstrong
Name: James M. Armstrong Title: Senior Vice President |
|
Subsidiary Guarantor
|
1.
|
RLJ C Charleston HD, LLC
|
2.
|
RLJ C HOUSTON HUMBLE, LP
|
3.
|
RLJ C NY Upper Eastside, LLC
|
4.
|
RLJ C PORTLAND DT, LLC
|
5.
|
RLJ C WAIKIKI, LLC
|
6.
|
RLJ CABANA MIAMI BEACH, LLC
|
7.
|
RLJ DBT KEY WEST, LLC
|
8.
|
RLJ EM IRVINE, LP
|
9.
|
RLJ EM Waltham, LLC
|
10.
|
RLJ HGN Emeryville, LP
|
11.
|
RLJ HP Fremont, LP
|
12.
|
RLJ HP Madison DT, LLC
|
13.
|
RLJ HY ATLANTA MIDTOWN, LLC
|
14.
|
RLJ HyH Charlotte, LLC
|
15.
|
RLJ HyH Cypress, LP
|
16.
|
RLJ HyH Emeryville, LP
|
17.
|
RLJ HyH San Diego, LP
|
18.
|
RLJ HyH San Jose, LP
|
19.
|
RLJ HyH San Ramon, LP
|
20.
|
RLJ HyH Santa Clara, LP
|
21.
|
RLJ HyH Woodlands, LP
|
22.
|
RLJ II – AUSTIN SOUTH HOTELS, LP
|
23.
|
RLJ II – C AUSTIN AIR, LP
|
24.
|
RLJ II – C AUSTIN NW, LP
|
25.
|
RLJ II – C CHICAGO MAG MILE, LLC
|
26.
|
RLJ II – C HAMMOND, LLC
|
27.
|
RLJ II – C LOUISVILLE NE KY, LLC
|
28.
|
RLJ II – C MIRAMAR, LLC
|
29.
|
RLJ II – C MISHAWAKA, LLC
|
30.
|
RLJ II – C SALT LAKE, LLC
|
31.
|
RLJ II – C SUGARLAND, LP
|
32.
|
RLJ II – F AUSTIN S, LP
|
33.
|
RLJ II – F CHERRY CREEK, LLC
|
34.
|
RLJ II – F HAMMOND, LLC
|
35.
|
RLJ II – F KEY WEST, LLC
|
36.
|
RLJ II – F SAN ANTONIO DT, LP
|
37.
|
RLJ II – HA CLEARWATER, LLC
|
38.
|
RLJ II – HA FORT WALTON BEACH, LLC
|
39.
|
RLJ II – HA GARDEN CITY, LLC
|
40.
|
RLJ II – HA MIDWAY, LLC
|
41.
|
RLJ II – HG MIDWAY, LLC
|
42.
|
RLJ II – HOLX MERRILLVILLE, LLC
|
43.
|
RLJ II - HOLX Midway, LLC
|
44.
|
RLJ II – INDY CAPITOL HOTELS, LLC
|
45.
|
RLJ II – MH DENVER S, LLC
|
46.
|
RLJ II – MH MIDWAY, LLC
|
47.
|
RLJ II – R AUSTIN NW, LP
|
48.
|
RLJ II – R AUSTIN S, LP
|
49.
|
RLJ II – R FISHERS, LLC
|
50.
|
RLJ II – R HAMMOND, LLC
|
51.
|
RLJ II – R HOUSTON GALLERIA, LP
|
52.
|
RLJ II – R LOUISVILLE CO, LLC
|
53.
|
RLJ II – R LOUISVILLE DT KY, LLC
|
54.
|
RLJ II – R MERRILLVILLE, LLC
|
55.
|
RLJ II – R MIRAMAR, LLC
|
56.
|
RLJ II – R PLANTATION, LLC
|
57.
|
RLJ II – R SALT LAKE CITY, LLC
|
58.
|
RLJ II – R SAN ANTONIO, LP
|
59.
|
RLJ II – R SOUTH BEND, LLC
|
60.
|
RLJ II – R SUGARLAND, LP
|
61.
|
RLJ II – RH BOULDER, LLC
|
62.
|
RLJ II – RH PLANTATION, LLC
|
63.
|
RLJ II – S BAKERSFIELD, LP
|
64.
|
RLJ II – S LONGMONT, LLC
|
65.
|
RLJ II – SLE MIDWAY, LLC
|
66.
|
RLJ III – C Buckhead, Inc.
|
67.
|
RLJ III – DBT Columbia, LLC
|
68.
|
RLJ III – DBT Metropolitan Manhattan, LP
|
69.
|
RLJ III – EM Columbus, LLC
|
70.
|
RLJ III – EM Fort Myers, LLC
|
71.
|
RLJ III – EM Tampa DT, LLC
|
72.
|
RLJ III – EM West Palm Beach, Inc.
|
73.
|
RLJ III – F Washington DC, LLC
|
74.
|
RLJ III – F26 Manhattan, LLC
|
75.
|
RLJ III – HA Denver Tech Center, LLC
|
76.
|
RLJ III – HA Houston Galleria, LP
|
77.
|
RLJ III – HA West Palm Beach Airport, LLC
|
78.
|
RLJ III – HG New Orleans Convention Center, LLC
|
79.
|
RLJ III – HG West Palm Beach Airport, LLC
|
80.
|
RLJ III – HGN Durham, LLC
|
81.
|
RLJ III – HGN Hollywood, LP
|
82.
|
RLJ III – HGN Manhattan, LLC
|
83.
|
RLJ III – HGN Pittsburgh, LP
|
84.
|
RLJ III – R Columbia, LLC
|
85.
|
RLJ III – R National Harbor, LLC
|
86.
|
RLJ III - R Silver Spring, LLC
|
87.
|
RLJ III – RH Pittsburgh, LP
|
88.
|
RLJ III – St. Charles Ave Hotel, LLC
|
89.
|
RLJ R Atlanta Midtown, LLC
|
90.
|
RLJ R HOUSTON HUMBLE, LP
|
91.
|
RLJ S Hillsboro, LLC
|
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Mark F. Monahan
Name: Mark F. Monahan Title: Senior Vice President |
By:
|
/s/ Katie Chowdhry
Name: Katie Chowdhry Title: Assistant Vice President |
By:
|
/s/ Ashish Tandon
Name: Ashish Tandon Title: Vice President |
By:
|
/s/ T. Barrett Vawter
Name: T. Barrett Vawter Title: Vice President |
By:
|
/s/ Joshua Freedman
Name: Joshua Freedman Title: Authorized Signatory |
By:
|
/s/ Glenn A Page
Name: Glenn A. Page Title: Senior Vice President |
|
Subsidiary Guarantor
|
1.
|
RLJ C Charleston HD, LLC
|
2.
|
RLJ C HOUSTON HUMBLE, LP
|
3.
|
RLJ C NY Upper Eastside, LLC
|
4.
|
RLJ C PORTLAND DT, LLC
|
5.
|
RLJ C WAIKIKI, LLC
|
6.
|
RLJ CABANA MIAMI BEACH, LLC
|
7.
|
RLJ DBT KEY WEST, LLC
|
8.
|
RLJ EM IRVINE, LP
|
9.
|
RLJ EM Waltham, LLC
|
10.
|
RLJ HGN Emeryville, LP
|
11.
|
RLJ HP Fremont, LP
|
12.
|
RLJ HP Madison DT, LLC
|
13.
|
RLJ HY ATLANTA MIDTOWN, LLC
|
14.
|
RLJ HyH Charlotte, LLC
|
15.
|
RLJ HyH Cypress, LP
|
16.
|
RLJ HyH Emeryville, LP
|
17.
|
RLJ HyH San Diego, LP
|
18.
|
RLJ HyH San Jose, LP
|
19.
|
RLJ HyH San Ramon, LP
|
20.
|
RLJ HyH Santa Clara, LP
|
21.
|
RLJ HyH Woodlands, LP
|
22.
|
RLJ II – AUSTIN SOUTH HOTELS, LP
|
23.
|
RLJ II – C AUSTIN AIR, LP
|
24.
|
RLJ II – C AUSTIN NW, LP
|
25.
|
RLJ II – C CHICAGO MAG MILE, LLC
|
26.
|
RLJ II – C HAMMOND, LLC
|
27.
|
RLJ II – C LOUISVILLE NE KY, LLC
|
28.
|
RLJ II – C MIRAMAR, LLC
|
29.
|
RLJ II – C MISHAWAKA, LLC
|
30.
|
RLJ II – C SALT LAKE, LLC
|
31.
|
RLJ II – C SUGARLAND, LP
|
32.
|
RLJ II – F AUSTIN S, LP
|
33.
|
RLJ II – F CHERRY CREEK, LLC
|
34.
|
RLJ II – F HAMMOND, LLC
|
35.
|
RLJ II – F KEY WEST, LLC
|
36.
|
RLJ II – F SAN ANTONIO DT, LP
|
37.
|
RLJ II – HA CLEARWATER, LLC
|
38.
|
RLJ II – HA FORT WALTON BEACH, LLC
|
39.
|
RLJ II – HA GARDEN CITY, LLC
|
40.
|
RLJ II – HA MIDWAY, LLC
|
41.
|
RLJ II – HG MIDWAY, LLC
|
42.
|
RLJ II – HOLX MERRILLVILLE, LLC
|
43.
|
RLJ II - HOLX Midway, LLC
|
44.
|
RLJ II – INDY CAPITOL HOTELS, LLC
|
45.
|
RLJ II – MH DENVER S, LLC
|
46.
|
RLJ II – MH MIDWAY, LLC
|
47.
|
RLJ II – R AUSTIN NW, LP
|
48.
|
RLJ II – R AUSTIN S, LP
|
49.
|
RLJ II – R FISHERS, LLC
|
50.
|
RLJ II – R HAMMOND, LLC
|
51.
|
RLJ II – R HOUSTON GALLERIA, LP
|
52.
|
RLJ II – R LOUISVILLE CO, LLC
|
53.
|
RLJ II – R LOUISVILLE DT KY, LLC
|
54.
|
RLJ II – R MERRILLVILLE, LLC
|
55.
|
RLJ II – R MIRAMAR, LLC
|
56.
|
RLJ II – R PLANTATION, LLC
|
57.
|
RLJ II – R SALT LAKE CITY, LLC
|
58.
|
RLJ II – R SAN ANTONIO, LP
|
59.
|
RLJ II – R SUGARLAND, LP
|
60.
|
RLJ II – RH BOULDER, LLC
|
61.
|
RLJ II – RH PLANTATION, LLC
|
62.
|
RLJ II – S BAKERSFIELD, LP
|
63.
|
RLJ II – S LONGMONT, LLC
|
64.
|
RLJ II – SLE MIDWAY, LLC
|
65.
|
RLJ III – C Buckhead, Inc.
|
66.
|
RLJ III – DBT Columbia, LLC
|
67.
|
RLJ III – DBT Metropolitan Manhattan, LP
|
68.
|
RLJ III – EM Fort Myers, LLC
|
69.
|
RLJ III – EM Tampa DT, LLC
|
70.
|
RLJ III – EM West Palm Beach, Inc.
|
71.
|
RLJ III – F Washington DC, LLC
|
72.
|
RLJ III – F26 Manhattan, LLC
|
73.
|
RLJ III – HA Denver Tech Center, LLC
|
74.
|
RLJ III – HA Houston Galleria, LP
|
75.
|
RLJ III – HA West Palm Beach Airport, LLC
|
76.
|
RLJ III – HG New Orleans Convention Center, LLC
|
77.
|
RLJ III – HG West Palm Beach Airport, LLC
|
78.
|
RLJ III – HGN Durham, LLC
|
79.
|
RLJ III – HGN Hollywood, LP
|
80.
|
RLJ III – HGN Manhattan, LLC
|
81.
|
RLJ III – HGN Pittsburgh, LP
|
82.
|
RLJ III – R Columbia, LLC
|
83.
|
RLJ III – R National Harbor, LLC
|
84.
|
RLJ III - R Silver Spring, LLC
|
85.
|
RLJ III – RH Pittsburgh, LP
|
86.
|
RLJ III – St. Charles Ave Hotel, LLC
|
87.
|
RLJ R Atlanta Midtown, LLC
|
88.
|
RLJ R HOUSTON HUMBLE, LP
|
89.
|
RLJ S Hillsboro, LLC
|
90.
|
RLJ II – C GOLDEN, LLC
|
91.
|
RLJ II – C LONGMONT, LLC
|
92.
|
RLJ II – C LOUISVILLE CO, LLC
|
93.
|
RLJ II – C MIDWAY, LLC
|
94.
|
RLJ II – C AUSTIN S, LP
|
95.
|
RLJ II – F MIDWAY, LLC
|
96.
|
RLJ II – R GOLDEN, LLC
|
97.
|
RLJ II – R LONGMONT, LLC
|
98.
|
RLJ II – R WARRENVILLE, LLC
|
99.
|
RLJ II – R LOUISVILLE NE KY, LLC
|
100.
|
RLJ II – R NOVI, LLC
|
101.
|
RLJ II – R AUSTIN PARMER, LP
|
102.
|
RLJ II – S WESTMINSTER, LLC
|
103.
|
RLJ II – S MISHAWAKA, LLC
|
104.
|
RLJ II – S LOUISVILLE KY, LLC
|
105.
|
RLJ II – S AUSTIN N, LP
|
106.
|
RLJ C SAN FRANCISCO, LP
|
107.
|
RLJ HS SEATLLE LYNNWOOD, LLC
|
108.
|
RLJ HP WASHINGTON DC, LLC
|
109.
|
RLJ II – R OAK BROOK, LLC
|
110.
|
RLJ S HOUSTON HUMBLE, LP
|
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore Jr. Title: President and CEO |
By:
|
/s/ Mark F. Monahan
|
By:
|
/s/ Katie Chowdhry
Name: Katie Chowdhry Title: Assistant Vice President |
By:
|
/s/ Suzanne E. Pickett
Name: Suzanne E. Pickett Title: Vice President |
By:
|
/s/ T. Barrett Vawter
Name: T. Barrett Vawter Title: Vice President |
By:
|
/s/ Frederick H. Denecke
Name: Frederick H. Denecke Title: Senior Vice President |
By:
|
/s/ Don Byerly
Name: Don Byerly Title: Senior Vice President |
By:
|
/s/ Christine Aharonian
Name: Christine Aharonian Title: Vice President |
By:
|
/s/ James E. Davis
Name: James E. Davis Title: Senior Vice President |
|
Subsidiary Guarantor
|
1.
|
RLJ C Charleston HD, LLC
|
2.
|
RLJ C HOUSTON HUMBLE, LP
|
3.
|
RLJ C NY Upper Eastside, LLC
|
4.
|
RLJ C PORTLAND DT, LLC
|
5.
|
RLJ C WAIKIKI, LLC
|
6.
|
RLJ CABANA MIAMI BEACH, LLC
|
7.
|
RLJ DBT KEY WEST, LLC
|
8.
|
RLJ EM IRVINE, LP
|
9.
|
RLJ EM Waltham, LLC
|
10.
|
RLJ HGN Emeryville, LP
|
11.
|
RLJ HP Fremont, LP
|
12.
|
RLJ HP Madison DT, LLC
|
13.
|
RLJ HY ATLANTA MIDTOWN, LLC
|
14.
|
RLJ HyH Charlotte, LLC
|
15.
|
RLJ HyH Cypress, LP
|
16.
|
RLJ HyH Emeryville, LP
|
17.
|
RLJ HyH San Diego, LP
|
18.
|
RLJ HyH San Jose, LP
|
19.
|
RLJ HyH San Ramon, LP
|
20.
|
RLJ HyH Santa Clara, LP
|
21.
|
RLJ HyH Woodlands, LP
|
22.
|
RLJ II – AUSTIN SOUTH HOTELS, LP
|
23.
|
RLJ II – C AUSTIN AIR, LP
|
24.
|
RLJ II – C AUSTIN NW, LP
|
25.
|
RLJ II – C CHICAGO MAG MILE, LLC
|
26.
|
RLJ II – C HAMMOND, LLC
|
27.
|
RLJ II – C LOUISVILLE NE KY, LLC
|
28.
|
RLJ II – C MIRAMAR, LLC
|
29.
|
RLJ II – C MISHAWAKA, LLC
|
30.
|
RLJ II – C SALT LAKE, LLC
|
31.
|
RLJ II – C SUGARLAND, LP
|
32.
|
RLJ II – F AUSTIN S, LP
|
33.
|
RLJ II – F CHERRY CREEK, LLC
|
34.
|
RLJ II – F HAMMOND, LLC
|
35.
|
RLJ II – F KEY WEST, LLC
|
36.
|
RLJ II – F SAN ANTONIO DT, LP
|
37.
|
RLJ II – HA CLEARWATER, LLC
|
38.
|
RLJ II – HA FORT WALTON BEACH, LLC
|
39.
|
RLJ II – HA GARDEN CITY, LLC
|
40.
|
RLJ II – HA MIDWAY, LLC
|
41.
|
RLJ II – HG MIDWAY, LLC
|
42.
|
RLJ II – HOLX MERRILLVILLE, LLC
|
43.
|
RLJ II - HOLX Midway, LLC
|
44.
|
RLJ II – INDY CAPITOL HOTELS, LLC
|
45.
|
RLJ II – MH DENVER S, LLC
|
46.
|
RLJ II – MH MIDWAY, LLC
|
47.
|
RLJ II – R AUSTIN NW, LP
|
48.
|
RLJ II – R AUSTIN S, LP
|
49.
|
RLJ II – R FISHERS, LLC
|
50.
|
RLJ II – R HAMMOND, LLC
|
51.
|
RLJ II – R HOUSTON GALLERIA, LP
|
52.
|
RLJ II – R LOUISVILLE CO, LLC
|
53.
|
RLJ II – R LOUISVILLE DT KY, LLC
|
54.
|
RLJ II – R MERRILLVILLE, LLC
|
55.
|
RLJ II – R MIRAMAR, LLC
|
56.
|
RLJ II – R PLANTATION, LLC
|
57.
|
RLJ II – R SALT LAKE CITY, LLC
|
58.
|
RLJ II – R SAN ANTONIO, LP
|
59.
|
RLJ II – R SOUTH BEND, LLC
|
60.
|
RLJ II – R SUGARLAND, LP
|
61.
|
RLJ II – RH BOULDER, LLC
|
62.
|
RLJ II – RH PLANTATION, LLC
|
63.
|
RLJ II – S BAKERSFIELD, LP
|
64.
|
RLJ II – S LONGMONT, LLC
|
65.
|
RLJ II – SLE MIDWAY, LLC
|
66.
|
RLJ III – C Buckhead, Inc.
|
67.
|
RLJ III – DBT Columbia, LLC
|
68.
|
RLJ III – DBT Metropolitan Manhattan, LP
|
69.
|
RLJ III – EM Columbus, LLC
|
70.
|
RLJ III – EM Fort Myers, LLC
|
71.
|
RLJ III – EM Tampa DT, LLC
|
72.
|
RLJ III – EM West Palm Beach, Inc.
|
73.
|
RLJ III – F Washington DC, LLC
|
74.
|
RLJ III – F26 Manhattan, LLC
|
75.
|
RLJ III – HA Denver Tech Center, LLC
|
76.
|
RLJ III – HA Houston Galleria, LP
|
77.
|
RLJ III – HA West Palm Beach Airport, LLC
|
78.
|
RLJ III – HG New Orleans Convention Center, LLC
|
79.
|
RLJ III – HG West Palm Beach Airport, LLC
|
80.
|
RLJ III – HGN Durham, LLC
|
81.
|
RLJ III – HGN Hollywood, LP
|
82.
|
RLJ III – HGN Manhattan, LLC
|
83.
|
RLJ III – HGN Pittsburgh, LP
|
84.
|
RLJ III – R Columbia, LLC
|
85.
|
RLJ III – R National Harbor, LLC
|
86.
|
RLJ III - R Silver Spring, LLC
|
87.
|
RLJ III – RH Pittsburgh, LP
|
88.
|
RLJ III – St. Charles Ave Hotel, LLC
|
89.
|
RLJ R Atlanta Midtown, LLC
|
90.
|
RLJ R HOUSTON HUMBLE, LP
|
91.
|
RLJ S Hillsboro, LLC
|
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and Treasurer |
By:
|
/s/ Thomas J. Baltimore, Jr.
Name: Thomas J. Baltimore, Jr. Title: President and CEO |
By:
|
/s/ Mark F. Monahan
|
By:
|
/s/ Katie Chowdhry
Name: Katie Chowdhry Title: Assistant Vice President |
By:
|
/s/ Suzanne E. Pickett
Name: Suzanne E. Pickett Title: Vice President |
By:
|
/s/ Ronnie Glenn
Name: Ronnie Glenn Title: Vice President |
By:
|
/s/ Don Byerly
Name: Don Byerly Title: Senior Vice President |
By:
|
/s/ Jeffrey S. Geifman
Name: Jeffrey S. Geifman Title: Senior Vice President |
By:
|
/s/ Joanna Soliman
Name: Joanna Soliman Title: Vice President |
By:
|
/s/ T. Barrett Vawter
Name: T. Barrett Vawter Title: Vice President |
By:
|
/s/ Joshua Freedman
Name: Joshua Freedman Title: Authorized Signatory |
By:
|
/s/ Glenn A. Page
Name: Glenn A. Page Title: Senior Vice President |
By:
|
/s/ Ashish Tandon
Name: Ashish Tandon Title: Vice President |
|
Subsidiary Guarantor
|
1.
|
RLJ C Charleston HD, LLC
|
2.
|
RLJ C HOUSTON HUMBLE, LP
|
3.
|
RLJ C NY Upper Eastside, LLC
|
4.
|
RLJ C PORTLAND DT, LLC
|
5.
|
RLJ C WAIKIKI, LLC
|
6.
|
RLJ CABANA MIAMI BEACH, LLC
|
7.
|
RLJ DBT KEY WEST, LLC
|
8.
|
RLJ EM IRVINE, LP
|
9.
|
RLJ EM Waltham, LLC
|
10.
|
RLJ HGN Emeryville, LP
|
11.
|
RLJ HP Fremont, LP
|
12.
|
RLJ HP Madison DT, LLC
|
13.
|
RLJ HY ATLANTA MIDTOWN, LLC
|
14.
|
RLJ HyH Charlotte, LLC
|
15.
|
RLJ HyH Cypress, LP
|
16.
|
RLJ HyH Emeryville, LP
|
17.
|
RLJ HyH San Diego, LP
|
18.
|
RLJ HyH San Jose, LP
|
19.
|
RLJ HyH San Ramon, LP
|
20.
|
RLJ HyH Santa Clara, LP
|
21.
|
RLJ HyH Woodlands, LP
|
22.
|
RLJ II – AUSTIN SOUTH HOTELS, LP
|
23.
|
RLJ II – C AUSTIN AIR, LP
|
24.
|
RLJ II – C AUSTIN NW, LP
|
25.
|
RLJ II – C CHICAGO MAG MILE, LLC
|
26.
|
RLJ II – C HAMMOND, LLC
|
27.
|
RLJ II – C LOUISVILLE NE KY, LLC
|
28.
|
RLJ II – C MIRAMAR, LLC
|
29.
|
RLJ II – C MISHAWAKA, LLC
|
30.
|
RLJ II – C SALT LAKE, LLC
|
31.
|
RLJ II – C SUGARLAND, LP
|
32.
|
RLJ II – F AUSTIN S, LP
|
33.
|
RLJ II – F CHERRY CREEK, LLC
|
34.
|
RLJ II – F HAMMOND, LLC
|
35.
|
RLJ II – F KEY WEST, LLC
|
36.
|
RLJ II – F SAN ANTONIO DT, LP
|
37.
|
RLJ II – HA CLEARWATER, LLC
|
38.
|
RLJ II – HA FORT WALTON BEACH, LLC
|
39.
|
RLJ II – HA GARDEN CITY, LLC
|
40.
|
RLJ II – HA MIDWAY, LLC
|
41.
|
RLJ II – HG MIDWAY, LLC
|
42.
|
RLJ II – HOLX MERRILLVILLE, LLC
|
43.
|
RLJ II - HOLX Midway, LLC
|
44.
|
RLJ II – INDY CAPITOL HOTELS, LLC
|
45.
|
RLJ II – MH DENVER S, LLC
|
46.
|
RLJ II – MH MIDWAY, LLC
|
47.
|
RLJ II – R AUSTIN NW, LP
|
48.
|
RLJ II – R AUSTIN S, LP
|
49.
|
RLJ II – R FISHERS, LLC
|
50.
|
RLJ II – R HAMMOND, LLC
|
51.
|
RLJ II – R HOUSTON GALLERIA, LP
|
52.
|
RLJ II – R LOUISVILLE CO, LLC
|
53.
|
RLJ II – R LOUISVILLE DT KY, LLC
|
54.
|
RLJ II – R MERRILLVILLE, LLC
|
55.
|
RLJ II – R MIRAMAR, LLC
|
56.
|
RLJ II – R PLANTATION, LLC
|
57.
|
RLJ II – R SALT LAKE CITY, LLC
|
58.
|
RLJ II – R SAN ANTONIO, LP
|
59.
|
RLJ II – R SUGARLAND, LP
|
60.
|
RLJ II – RH BOULDER, LLC
|
61.
|
RLJ II – RH PLANTATION, LLC
|
62.
|
RLJ II – S BAKERSFIELD, LP
|
63.
|
RLJ II – S LONGMONT, LLC
|
64.
|
RLJ II – SLE MIDWAY, LLC
|
65.
|
RLJ III – C Buckhead, Inc.
|
66.
|
RLJ III – DBT Columbia, LLC
|
67.
|
RLJ III – DBT Metropolitan Manhattan, LP
|
68.
|
RLJ III – EM Fort Myers, LLC
|
69.
|
RLJ III – EM Tampa DT, LLC
|
70.
|
RLJ III – EM West Palm Beach, Inc.
|
71.
|
RLJ III – F Washington DC, LLC
|
72.
|
RLJ III – F26 Manhattan, LLC
|
73.
|
RLJ III – HA Denver Tech Center, LLC
|
74.
|
RLJ III – HA Houston Galleria, LP
|
75.
|
RLJ III – HA West Palm Beach Airport, LLC
|
76.
|
RLJ III – HG New Orleans Convention Center, LLC
|
77.
|
RLJ III – HG West Palm Beach Airport, LLC
|
78.
|
RLJ III – HGN Durham, LLC
|
79.
|
RLJ III – HGN Hollywood, LP
|
80.
|
RLJ III – HGN Manhattan, LLC
|
81.
|
RLJ III – HGN Pittsburgh, LP
|
82.
|
RLJ III – R Columbia, LLC
|
83.
|
RLJ III – R National Harbor, LLC
|
84.
|
RLJ III - R Silver Spring, LLC
|
85.
|
RLJ III – RH Pittsburgh, LP
|
86.
|
RLJ III – St. Charles Ave Hotel, LLC
|
87.
|
RLJ R Atlanta Midtown, LLC
|
88.
|
RLJ R HOUSTON HUMBLE, LP
|
89.
|
RLJ S Hillsboro, LLC
|
90.
|
RLJ II – C GOLDEN, LLC
|
91.
|
RLJ II – C LONGMONT, LLC
|
92.
|
RLJ II – C LOUISVILLE CO, LLC
|
93.
|
RLJ II – C MIDWAY, LLC
|
94.
|
RLJ II – C AUSTIN S, LP
|
95.
|
RLJ II – F MIDWAY, LLC
|
96.
|
RLJ II – R GOLDEN, LLC
|
97.
|
RLJ II – R LONGMONT, LLC
|
98.
|
RLJ II – R WARRENVILLE, LLC
|
99.
|
RLJ II – R LOUISVILLE NE KY, LLC
|
100.
|
RLJ II – R NOVI, LLC
|
101.
|
RLJ II – R AUSTIN PARMER, LP
|
102.
|
RLJ II – S WESTMINSTER, LLC
|
103.
|
RLJ II – S MISHAWAKA, LLC
|
104.
|
RLJ II – S LOUISVILLE KY, LLC
|
105.
|
RLJ II – S AUSTIN N, LP
|
106.
|
RLJ C SAN FRANCISCO, LP
|
107.
|
RLJ HS SEATLLE LYNNWOOD, LLC
|
108.
|
RLJ HP WASHINGTON DC, LLC
|
109.
|
RLJ II – R OAK BROOK, LLC
|
110.
|
RLJ S HOUSTON HUMBLE, LP
|
RLJ LODGING TRUST L.P.
|
RLJ LODGING TRUST LIMITED PARTNER LLC
|
RLJ LODGING ACQUISITIONS LLC
|
RLJ LODGING TRUST MASTER TRS INC.
|
RLJ LODGING II REIT SUB LLC
|
RLJ REAL ESTATE III REIT SUB LLC
|
DBT MET HOTEL VENTURE GP LLC
|
DBT MET HOTEL VENTURE LP
|
RLJ C CHARLESTON HD LESSEE LLC
|
RLJ C CHARLESTON HD LLC
|
RLJ C HOUSTON HUMBLE GENERAL PARTNER, LLC
|
RLJ C HOUSTON HUMBLE LESSEE GENERAL PARTNER, LLC
|
RLJ C HOUSTON HUMBLE LESSEE, LP
|
RLJ C HOUSTON HUMBLE, LP
|
RLJ C NY UPPER EASTSIDE LESSEE LLC
|
RLJ C NY UPPER EASTSIDE LLC
|
RLJ C PORTLAND DT LESSEE, LLC
|
RLJ C PORTLAND DT, LLC
|
RLJ C SAN FRANCISCO GENERAL PARTNER, LLC
|
RLJ C SAN FRANCISCO LESSEE GENERAL PARTNER, LLC
|
RLJ C SAN FRANCISCO LESSEE, LP
|
RLJ C SAN FRANCISCO, LP
|
RLJ C WAIKIKI LESSEE, LLC
|
RLJ C WAIKIKI, LLC
|
RLJ CABANA MIAMI BEACH LESSEE, LLC
|
RLJ CABANA MIAMI BEACH, LLC
|
RLJ DBT KEY WEST CONDOS, LLC
|
RLJ DBT KEY WEST LESSEE, LLC
|
RLJ DBT KEY WEST, LLC
|
RLJ EM IRVINE GENERAL PARTNER, LLC
|
RLJ EM IRVINE LESSEE GENERAL PARTNER, LLC
|
RLJ EM IRVINE LESSEE, LP
|
RLJ EM IRVINE, LP
|
RLJ EM WALTHAM LESSEE LLC
|
RLJ EM WALTHAM LLC
|
RLJ HGN EMERYVILLE GENERAL PARTNER LLC
|
RLJ HGN EMERYVILLE LESSEE GENERAL PARTNER LLC
|
RLJ HGN EMERYVILLE LESSEE LP
|
RLJ HGN EMERYVILLE LP
|
RLJ HP FREMONT GENERAL PARTNER, LLC
|
RLJ HP FREMONT LESSEE GENERAL PARTNER, LLC
|
RLJ HP FREMONT LESSEE, LP
|
RLJ HP FREMONT, LP
|
RLJ HP MADISON DT LESSEE, LLC
|
RLJ HP MADISON DT, LLC
|
RLJ HP WASHINGTON DC LESSEE, LLC
|
RLJ HP WASHINGTON DC, LLC
|
RLJ HS SEATTLE LYNNWOOD LESSEE, LLC
|
RLJ HS SEATTLE LYNNWOOD, LLC
|
RLJ HY ATLANTA MIDTOWN, LLC
|
RLJ HY ATLANTA MIDTOWN LESSEE, LLC
|
RLJ HyH CHARLOTTE LESSEE GENERAL PARTNER, LLC
|
RLJ HyH CHARLOTTE, LLC
|
RLJ HyH CYPRESS GENERAL PARTNER, LLC
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RLJ HyH CYPRESS LESSEE GENERAL PARTNER, LLC
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RLJ HyH CYPRESS LESSEE, LP
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RLJ HyH CYPRESS, LP
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RLJ HyH EMERYVILLE GENERAL PARTNER, LLC
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RLJ HyH EMERYVILLE LESSEE GENERAL PARTNER, LLC
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RLJ HyH EMERYVILLE LESSEE, LP
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RLJ HyH EMERYVILLE, LP
|
RLJ HyH SAN DIEGO GENERAL PARTNER, LLC
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RLJ HyH SAN DIEGO LESSEE GENERAL PARTNER, LLC
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RLJ HyH SAN DIEGO LESSEE, LP
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RLJ HyH SAN DIEGO, LP
|
RLJ HyH SAN JOSE GENERAL PARTNER, LLC
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RLJ HyH SAN JOSE LESSEE GENERAL PARTNER, LLC
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RLJ HyH SAN JOSE LESSEE, LP
|
RLJ HyH SAN JOSE, LP
|
RLJ HyH SAN RAMON LESSEE GENERAL PARTNER, LLC
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RLJ HyH SAN RAMON GENERAL PARTNER, LLC
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RLJ HyH SAN RAMON LESSEE, LP
|
RLJ HyH SAN RAMON, LP
|
RLJ HyH SANTA CLARA GENERAL PARTNER, LLC
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RLJ HyH SANTA CLARA LESSEE GENERAL PARTNER, LLC
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RLJ HyH SANTA CLARA LESSEE, LP
|
RLJ HyH SANTA CLARA, LP
|
RLJ HyH WOODLANDS GENERAL PARTNER, LLC
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RLJ HyH WOODLANDS LESSEE GENERAL PARTNER, LLC
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RLJ HyH WOODLANDS LESSEE, LP
|
RLJ HyH WOODLANDS, LP
|
RLJ II - AUSTIN SOUTH HOTELS GENERAL PARTNER, LLC
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RLJ II - AUSTIN SOUTH HOTELS LP
|
RLJ II - C AUSTIN AIR GENERAL PARTNER LLC
|
RLJ II - C AUSTIN AIR LESSEE GENERAL PARTNER LLC
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RLJ II - C AUSTIN AIR LESSEE LP
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RLJ II - C AUSTIN AIR LP
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RLJ II - C AUSTIN DT LESSEE GENERAL PARTNER, LLC
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RLJ II - C AUSTIN DT LESSEE LP
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RLJ II - C AUSTIN NW GENERAL PARTNER LLC
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RLJ II - C AUSTIN NW LESSEE GENERAL PARTNER, LLC
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RLJ II - C AUSTIN NW LESSEE LP
|
RLJ II - C AUSTIN NW LP
|
RLJ II - C AUSTIN S GENERAL PARTNER LLC
|
RLJ II - C AUSTIN S LESSEE GENERAL PARTNER LLC
|
RLJ II - C AUSTIN S LESSEE LP
|
RLJ II - C AUSTIN S LP
|
RLJ II - C CHICAGO MAG MILE LESSEE LLC
|
RLJ II - C CHICAGO MAG MILE LLC
|
RLJ II - C GOLDEN LESSEE LLC
|
RLJ II - C GOLDEN LLC
|
RLJ II - C HAMMOND LESSEE LLC
|
RLJ II - C HAMMOND LLC
|
RLJ II - C HOUSTON GALLERIA GENERAL PARTNER LLC
|
RLJ II - C HOUSTON GALLERIA L.P.
|
RLJ II - C HOUSTON GALLERIA LESSEE GENERAL PARTNER, LLC
|
RLJ II - C HOUSTON GALLERIA LESSEE L.P.
|
RLJ II - C INDY CAPITOL LESSEE LLC
|
RLJ II - C LONGMONT LESSEE LLC
|
RLJ II - C LONGMONT LLC
|
RLJ II - C LOUISVILLE CO LESSEE LLC
|
RLJ II - C LOUISVILLE CO LLC
|
RLJ II - C LOUISVILLE NE KY LESSEE LLC
|
RLJ II - C LOUISVILLE NE KY LLC
|
RLJ II - C MIDWAY LESSEE LLC
|
RLJ II - C MIDWAY LLC
|
RLJ II - C MIRAMAR LESSEE LLC
|
RLJ II - C MIRAMAR LLC
|
RLJ II - C MISHAWAKA LESSEE LLC
|
RLJ II - C MISHAWAKA LLC
|
RLJ II - C SALT LAKE LESSEE LLC
|
RLJ II - C SALT LAKE LLC
|
RLJ II - C SUGARLAND GENERAL PARTNER LLC
|
RLJ II - C SUGARLAND LESSEE GENERAL PARTNER LLC
|
RLJ II - C SUGARLAND LESSEE LP
|
RLJ II - C SUGARLAND LP
|
RLJ II - CR AUSTIN DT GENERAL PARTNER LLC
|
RLJ II - CR AUSTIN DT LP
|
RLJ II - EM DOWNEY GENERAL PARTNER LLC
|
RLJ II - EM DOWNEY LESSEE GENERAL PARTNER LLC
|
RLJ II - EM DOWNEY LESSEE LP
|
RLJ II - EM DOWNEY LP
|
RLJ II - F AUSTIN S GENERAL PARTNER LLC
|
RLJ II - F AUSTIN S LESSEE GENERAL PARTNER LLC
|
RLJ II - F AUSTIN S LESSEE LP
|
RLJ II - F AUSTIN S LP
|
RLJ II - F CHERRY CREEK LESSEE LLC
|
RLJ II - F CHERRY CREEK LLC
|
RLJ II - F HAMMOND LESSEE LLC
|
RLJ II - F HAMMOND LLC
|
RLJ II - F KEY WEST LESSEE LLC
|
RLJ II - F KEY WEST LLC
|
RLJ II - F MIDWAY LESSEE LLC
|
RLJ II - F MIDWAY LLC
|
RLJ II - F SAN ANTONIO DT GENERAL PARTNER LLC
|
RLJ II - F SAN ANTONIO DT LESSEE GENERAL PARTNER LLC
|
RLJ II - F SAN ANTONIO DT LESSEE LP
|
RLJ II - F SAN ANTONIO DT LP
|
RLJ II - HA CLEARWATER LESSEE LLC
|
RLJ II - HA CLEARWATER LLC
|
RLJ II - HA FORT WALTON BEACH LESSEE LLC
|
RLJ II - HA FORT WALTON BEACH LLC
|
RLJ II - HA GARDEN CITY LESSEE LLC
|
RLJ II - HA GARDEN CITY LLC
|
RLJ II - HA MIDWAY LESSEE LLC
|
RLJ II - HA MIDWAY LLC
|
RLJ II - HG BLOOMINGTON LESSEE LLC
|
RLJ II - HG BLOOMINGTON LLC
|
RLJ II - HG MIDWAY LESSEE LLC
|
RLJ II - HG MIDWAY LLC
|
RLJ II - HOLX MERRILLVILLE LESSEE LLC
|
RLJ II - HOLX MERRILLVILLE LLC
|
RLJ II - HOLX MIDWAY LESSEE LLC
|
RLJ II - HOLX MIDWAY LLC
|
RLJ II - INDY CAPITOL HOTELS LLC
|
RLJ II - MH AUSTIN S LESSEE GENERAL PARTNER LLC
|
RLJ II - MH AUSTIN S LESSEE LP
|
RLJ II - MH DENVER S LESSEE LLC
|
RLJ II - MH DENVER S LLC
|
RLJ II - MH LOUISVILLE DT LESSEE LLC
|
RLJ II - MH LOUISVILLE DT LLC
|
RLJ II - MH MIDWAY LESSEE LLC
|
RLJ II - MH MIDWAY LLC
|
RLJ II - MIDWAY PARKING LLC
|
RLJ II - MIDWAY RESTAURANT LESSEE LLC
|
RLJ II - MIDWAY RESTAURANT LLC
|
RLJ II - R AUSTIN DT GENERAL PARTNER LLC
|
RLJ II - R AUSTIN DT LESSEE GENERAL PARTNER LLC
|
RLJ II - R AUSTIN DT LESSEE LP
|
RLJ II - R AUSTIN DT LP
|
RLJ II - R AUSTIN NW GENERAL PARTNER LLC
|
RLJ II - R AUSTIN NW LESSEE GENERAL PARTNER LLC
|
RLJ II - R AUSTIN NW LESSEE LP
|
RLJ II - R AUSTIN NW LP
|
RLJ II - R AUSTIN PARMER GENERAL PARTNER LLC
|
RLJ II - R AUSTIN PARMER LESSEE GENERAL PARTNER LLC
|
RLJ II - R AUSTIN PARMER LESSEE LP
|
RLJ II - R AUSTIN PARMER LP
|
RLJ II - R AUSTIN S GENERAL PARTNER LLC
|
RLJ II - R AUSTIN S LESSEE GENERAL PARTNER LLC
|
RLJ II - R AUSTIN S LESSEE LP
|
RLJ II - R AUSTIN S LP
|
RLJ II - R FISHERS LESSEE LLC
|
RLJ II - R FISHERS LLC
|
RLJ II - R GOLDEN LESSEE LLC
|
RLJ II - R GOLDEN LLC
|
RLJ II - R HAMMOND LESSEE LLC
|
RLJ II - R HAMMOND LLC
|
RLJ II - R HOUSTON GALLERIA GENERAL PARTNER LLC
|
RLJ II - R HOUSTON GALLERIA LESSEE GENERAL PARTNER LLC
|
RLJ II - R HOUSTON GALLERIA LESSEE LP
|
RLJ II - R HOUSTON GALLERIA LP
|
RLJ II - R INDY CANAL LESSEE LLC
|
RLJ II - R LONGMONT LESSEE LLC
|
RLJ II - R LONGMONT LLC
|
RLJ II - R LOUISVILLE CO LESSEE LLC
|
RLJ II - R LOUISVILLE CO LLC
|
RLJ II - R LOUISVILLE DT KY LESSEE LLC
|
RLJ II - R LOUISVILLE DT KY LLC
|
RLJ II - R LOUISVILLE NE KY LESSEE LLC
|
RLJ II - R LOUISVILLE NE KY LLC
|
RLJ II - R MERRILLVILLE LESSEE LLC
|
RLJ II - R MERRILLVILLE LLC
|
RLJ II - R MIRAMAR LESSEE LLC
|
RLJ II - R MIRAMAR LLC
|
RLJ II - R NOVI LESSEE LLC
|
RLJ II - R NOVI LLC
|
RLJ II - R OAK BROOK LESSEE LLC
|
RLJ II - R OAK BROOK LLC
|
RLJ II - R PLANTATION LESSEE LLC
|
RLJ II - R PLANTATION LLC
|
RLJ II - R SALT LAKE CITY LESSEE LLC
|
RLJ II - R SALT LAKE CITY LLC
|
RLJ II - R SAN ANTONIO GENERAL PARTNER LLC
|
RLJ II - R SAN ANTONIO LESSEE GENERAL PARTNER LLC
|
RLJ II - R SAN ANTONIO LESSEE LP
|
RLJ II - R SAN ANTONIO LP
|
RLJ II - R SUGARLAND GENERAL PARTNER LLC
|
RLJ II - R SUGARLAND LESSEE GENERAL PARTNER LLC
|
RLJ II - R SUGARLAND LESSEE LP
|
RLJ II - R SUGARLAND LP
|
RLJ II - R WARRENVILLE LESSEE LLC
|
RLJ II - R WARRENVILLE LLC
|
RLJ II - RH BOULDER LESSEE LLC
|
RLJ II - RH BOULDER LLC
|
RLJ II - RH PLANTATION LESSEE LLC
|
RLJ II - RH PLANTATION LLC
|
RLJ II - S AUSTIN N GENERAL PARTNER LLC
|
RLJ II - S AUSTIN N LESSEE GENERAL PARTNER LLC
|
RLJ II - S AUSTIN N LESSEE LP
|
RLJ II - S AUSTIN N LP
|
RLJ II - S AUSTIN S LESSEE GENERAL PARTNER LLC
|
RLJ II - S AUSTIN S LESSEE LP
|
RLJ II - S BAKERSFIELD GENERAL PARTNER LLC
|
RLJ II - S BAKERSFIELD LESSEE GENERAL PARTNER LLC
|
RLJ II - S BAKERSFIELD LESSEE LP
|
RLJ II - S BAKERSFIELD LP
|
RLJ II - S LONGMONT LESSEE LLC
|
RLJ II - S LONGMONT LLC
|
RLJ II - S LOUISVILLE KY LESSEE LLC
|
RLJ II - S LOUISVILLE KY LLC
|
RLJ II - S MISHAWAKA LESSEE LLC
|
RLJ II - S MISHAWAKA LLC
|
RLJ II - S WESTMINSTER LESSEE LLC
|
RLJ II - S WESTMINSTER LLC
|
RLJ II - SLE MIDWAY LESSEE LLC
|
RLJ II - SLE MIDWAY LLC
|
RLJ II JUNIOR MEZZANINE BORROWER LLC
|
RLJ II JUNIOR MEZZANINE LESSEE LLC
|
RLJ II SENIOR MEZZANINE BORROWER LLC
|
RLJ II SENIOR MEZZANINE LESSEE LLC
|
RLJ III - C BUCKHEAD INC
|
RLJ III - C BUCKHEAD LESSEE LLC
|
RLJ III - C BUCKHEAD PARENT LLC
|
RLJ III - DBT COLUMBIA LESSEE LLC
|
RLJ III - DBT COLUMBIA LIQUOR SUB LLC
|
RLJ III - DBT COLUMBIA LLC
|
RLJ III - DBT MET HOTEL PARTNER LLC
|
RLJ III - DBT MET MEZZ BORROWER GP LLC
|
RLJ III - DBT MET MEZZ BORROWER LP
|
RLJ III - DBT METROPOLITAN MANHATTAN GP LLC
|
RLJ III - DBT METROPOLITAN MANHATTAN LESSEE LLC
|
RLJ III - DBT METROPOLITAN MANHATTAN LP
|
RLJ III - EM FORT MYERS LLC
|
RLJ III - EM FORT MYERS LESSEE LLC
|
RLJ III - EM TAMPA DT LLC
|
RLJ III - EM TAMPA DT LESSEE LLC
|
RLJ III - EM WEST PALM BEACH INC.
|
RLJ III - EM WEST PALM BEACH LESSEE LLC
|
RLJ III - EM WEST PALM BEACH PARENT LLC
|
RLJ III - F WASHINGTON DC LLC
|
RLJ III - F WASHINGTON DC LESSEE LLC
|
RLJ III - F26 MANHATTAN LESSEE LLC
|
RLJ III - F26 MANHATTAN LLC
|
RLJ III - FINANCE HOLDINGS LLC
|
RLJ III - FINANCE HOUSTON LLC
|
RLJ III - HA DENVER TECH CENTER LESSEE LLC
|
RLJ III - HA DENVER TECH CENTER LLC
|
RLJ III - HA HOUSTON GALLERIA GENERAL PARTNER LLC
|
RLJ III - HA HOUSTON GALLERIA LESSEE GENERAL PARTNER LLC
|
RLJ III - HA HOUSTON GALLERIA LESSEE LP
|
RLJ III - HA HOUSTON GALLERIA LP
|
RLJ III - HA WEST PALM BEACH AIRPORT LESSEE LLC
|
RLJ III - HA WEST PALM BEACH AIRPORT LLC
|
RLJ III - HG NEW ORLEANS CONVENTION CENTER LESSEE LLC
|
RLJ III - HG NEW ORLEANS CONVENTION CENTER LLC
|
RLJ III - HG WEST PALM BEACH AIRPORT LESSEE LLC
|
RLJ III - HG WEST PALM BEACH AIRPORT LLC
|
RLJ III - HGN DURHAM LESSEE LLC
|
RLJ III - HGN DURHAM LLC
|
RLJ III - HGN HOLLYWOOD GENERAL PARTNER LLC
|
RLJ III - HGN HOLLYWOOD LESSEE GENERAL PARTNER LLC
|
RLJ III - HGN HOLLYWOOD LESSEE LP
|
RLJ III - HGN HOLLYWOOD LP
|
RLJ III - HGN MANHATTAN LESSEE LLC
|
RLJ III - HGN MANHATTAN LLC
|
RLJ III - HGN PITTSBURGH GENERAL PARTNER LLC
|
RLJ III - HGN PITTSBURGH LESSEE GENERAL PARTNER LLC
|
RLJ III - HGN PITTSBURGH LESSEE LP
|
RLJ III - HGN PITTSBURGH LP
|
RLJ III - HS WASHINGTON DC LLC
|
RLJ III - HS WASHINGTON DC LESSEE LLC
|
RLJ III - MH DENVER AIRPORT INC
|
RLJ III - MH DENVER AIRPORT LESSEE LLC
|
RLJ III - MH DENVER AIRPORT PARENT LLC
|
RLJ III - R COLUMBIA LESSEE LLC
|
RLJ III - R COLUMBIA LLC
|
RLJ III - R NATIONAL HARBOR LESSEE LLC
|
RLJ III - R NATIONAL HARBOR LLC
|
RLJ III - R SILVER SPRING LESSEE LLC
|
RLJ III - R SILVER SPRING LLC
|
RLJ III - RH PITTSBURGH GENERAL PARTNER LLC
|
RLJ III - RH PITTSBURGH LESSEE GENERAL PARTNER LLC
|
RLJ III - RH PITTSBURGH LESSEE LP
|
RLJ III - RH PITTSBURGH LP
|
RLJ III - RICHARDSON OUTPARCEL GENERAL PARTNER LLC
|
RLJ III - RICHARDSON OUTPARCEL L.P.
|
RLJ III - SF AUSTIN GENERAL PARTNER LLC
|
RLJ III - SF AUSTIN LESSEE GENERAL PARTNER LLC
|
RLJ III - SF AUSTIN LESSEE LP
|
RLJ III - SF AUSTIN LP
|
RLJ III - SF DALLAS LINCOLN PARK GENERAL PARTNER LLC
|
RLJ III - SF DALLAS LINCOLN PARK LESSEE GENERAL PARTNER LLC
|
RLJ III - SF DALLAS LINCOLN PARK LESSEE LP
|
RLJ III - SF DALLAS LINCOLN PARK LP
|
RLJ III - SF DALLAS UT GENERAL PARTNER LLC
|
RLJ III - SF DALLAS UT LESSEE GENERAL PARTNER LLC
|
RLJ III - SF DALLAS UT LESSEE LP
|
RLJ III - SF DALLAS UT LP
|
RLJ III - SF HOUSTON GALLERIA GENERAL PARTNER LLC
|
RLJ III - SF HOUSTON GALLERIA LESSEE GENERAL PARTNER LLC
|
RLJ III - SF HOUSTON GALLERIA LESSEE LP
|
RLJ III - SF HOUSTON GALLERIA LP
|
RLJ III - ST. CHARLES AVE HOTEL LESSEE LLC
|
RLJ III - ST. CHARLES AVE HOTEL LLC
|
RLJ III R - SS HOTEL INVESTOR LLC
|
RLJ R ATLANTA MIDTOWN LESSEE, LLC
|
RLJ R ATLANTA MIDTOWN, LLC
|
RLJ R BETHESDA LESSEE LLC
|
RLJ R BETHESDA LLC
|
RLJ R HOUSTON HUMBLE GENERAL PARTNER, LLC
|
RLJ R HOUSTON HUMBLE LESSEE GENERAL PARTNER, LLC
|
RLJ R HOUSTON HUMBLE LESSEE, LP
|
RLJ R HOUSTON HUMBLE, LP
|
RLJ R LOS ALTOS GENERAL PARTNER, LLC
|
RLJ R LOS ALTOS LESSEE GENERAL PARTNER, LLC
|
RLJ R LOS ALTOS LESSEE, LP
|
RLJ R LOS ALTOS, LP
|
RLJ S HILLSBORO LESSEE, LLC
|
RLJ S HILLSBORO, LLC
|
RLJ S HOUSTON HUMBLE GENERAL PARTNER, LLC
|
RLJ S HOUSTON HUMBLE LESSEE GENERAL PARTNER, LLC
|
RLJ S HOUSTON HUMBLE LESSEE, LP
|
RLJ S HOUSTON HUMBLE, LP
|
|
RLJ LODGING TRUST
|
|
|
Dated: February 25, 2016
|
/s/ THOMAS J. BALTIMORE, JR.
|
|
Thomas J. Baltimore, Jr.
|
|
President, Chief Executive Officer and Trustee
|
|
|
RLJ LODGING TRUST
|
|
|
Dated: February 25, 2016
|
/s/ LESLIE D. HALE
|
|
Leslie D. Hale
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
RLJ LODGING TRUST
|
|
|
Dated: February 25, 2016
|
/s/ THOMAS J. BALTIMORE, JR.
|
|
Thomas J. Baltimore, Jr.
|
|
President, Chief Executive Officer and Trustee
|
|
|
|
/s/ LESLIE D. HALE
|
|
Leslie D. Hale
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|