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Maryland
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20-0141677
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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200 S. Orange Avenue
Suite 1200, Orlando, Florida
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32801
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Part I - Financial Information
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Page
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Item 1.
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Financial Statements (unaudited)
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Combined Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014
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Combined Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014
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Combined Condensed Consolidated Statements of Changes in Equity for the nine months ended September 30, 2015
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Combined Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014
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Notes to the Combined Condensed Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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Part II - Other Information
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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Signatures
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September 30, 2015
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December 31, 2014
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||||
Assets
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(Unaudited)
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|
|
||||
Investment properties:
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|
||||
Land
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$
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372,698
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319,624
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Building and other improvements
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2,845,901
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2,589,288
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Construction in progress
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40,362
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39,736
|
|
||
Total
|
$
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3,258,961
|
|
|
2,948,648
|
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Less: accumulated depreciation
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(565,643
|
)
|
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(463,342
|
)
|
||
Net investment properties
|
$
|
2,693,318
|
|
|
2,485,306
|
|
|
Cash and cash equivalents
|
99,430
|
|
|
163,053
|
|
||
Restricted cash and escrows
|
83,141
|
|
|
87,296
|
|
||
Accounts and rents receivable, net of allowance of $271 and $251, respectively
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33,658
|
|
|
24,407
|
|
||
Intangible assets, net of accumulated amortization of $16,146 and $15,143, respectively
|
61,759
|
|
|
64,541
|
|
||
Deferred tax asset
|
1,853
|
|
|
2,393
|
|
||
Other assets
|
43,446
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28,204
|
|
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Assets held for sale
|
95,335
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|
100,551
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|
||
Total assets (including $71,660 and $41,054, respectively, related to consolidated variable interest entities)
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$
|
3,111,940
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$
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2,955,751
|
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Liabilities
|
|
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|
||||
Debt
|
$
|
1,186,342
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1,232,012
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Accounts payable and accrued expenses
|
94,797
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|
|
90,848
|
|
||
Distributions payable
|
25,684
|
|
|
—
|
|
||
Other liabilities
|
37,023
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|
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43,530
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|
||
Liabilities associated with assets held for sale
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67,358
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68,440
|
|
||
Total liabilities (including $46,323 and $27,679, respectively, related to consolidated variable interest entities)
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1,411,204
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1,434,830
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|
||
Commitments and contingencies
|
|
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|
|
|||
Stockholders' equity
|
|
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|
||||
Preferred stock, $0.01 par value (liquidation preference of $1,000), 50,000,000 shares authorized and 0 issued or outstanding as of September 30, 2015 and 0 shares authorized, issued or outstanding as of December 31, 2014
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$
|
—
|
|
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—
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Common stock, $0.01 par value, 500,000,000 shares authorized, 111,671,372 issued and outstanding as of September 30, 2015 and 100,000 shares authorized, 1,000 issued and outstanding as of December 31, 2014
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1,117
|
|
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—
|
|
||
Additional paid in capital
|
1,993,067
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1,781,427
|
|
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Distributions in excess of retained earnings
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(305,005
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)
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(264,161
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)
|
||
Total Company stockholders' equity
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$
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1,689,179
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$
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1,517,266
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Non-controlling interests
|
11,557
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3,655
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|
||
Total equity
|
$
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1,700,736
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$
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1,520,921
|
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Total liabilities and equity
|
$
|
3,111,940
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$
|
2,955,751
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|
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Three Months Ended September 30,
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Nine Months Ended September 30,
|
||||||||||||
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2015
|
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2014
|
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2015
|
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2014
|
||||||||
Revenues:
|
|
|
|
|
|
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|
||||||||
Rooms revenues
|
$
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175,872
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$
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164,261
|
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$
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501,754
|
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$
|
481,001
|
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Food and beverage revenues
|
58,500
|
|
|
52,039
|
|
|
185,707
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|
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171,379
|
|
||||
Other revenues
|
14,081
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|
|
14,791
|
|
|
40,089
|
|
|
44,349
|
|
||||
Total revenues
|
$
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248,453
|
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$
|
231,091
|
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|
$
|
727,550
|
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$
|
696,729
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rooms expenses
|
38,841
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36,155
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|
111,378
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|
|
105,777
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|
||||
Food and beverage expenses
|
41,308
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|
|
37,501
|
|
|
122,806
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|
|
117,250
|
|
||||
Other direct expenses
|
4,625
|
|
|
6,606
|
|
|
13,256
|
|
|
21,191
|
|
||||
Other indirect expenses
|
58,311
|
|
|
54,351
|
|
|
167,758
|
|
|
160,049
|
|
||||
Management and franchise fees
|
12,605
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|
|
13,198
|
|
|
37,674
|
|
|
39,788
|
|
||||
Total hotel operating expenses
|
155,690
|
|
|
147,811
|
|
|
452,872
|
|
|
444,055
|
|
||||
Depreciation and amortization
|
37,818
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|
|
35,835
|
|
|
110,094
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|
|
106,231
|
|
||||
Real estate taxes, personal property taxes and insurance
|
12,985
|
|
|
11,107
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|
|
36,984
|
|
|
32,666
|
|
||||
Ground lease expense
|
1,272
|
|
|
1,558
|
|
|
3,869
|
|
|
4,096
|
|
||||
General and administrative expenses
|
5,396
|
|
|
10,512
|
|
|
19,443
|
|
|
24,266
|
|
||||
Business management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
1,474
|
|
||||
Acquisition transaction costs
|
4,510
|
|
|
18
|
|
|
5,396
|
|
|
1,150
|
|
||||
Pre-opening expenses
|
825
|
|
|
—
|
|
|
825
|
|
|
—
|
|
||||
Provision for asset impairment
|
—
|
|
|
1,667
|
|
|
—
|
|
|
4,665
|
|
||||
Separation and other start-up related expenses
|
426
|
|
|
—
|
|
|
26,887
|
|
|
—
|
|
||||
Total expenses
|
$
|
218,922
|
|
|
$
|
208,508
|
|
|
$
|
656,370
|
|
|
$
|
618,603
|
|
Operating income
|
$
|
29,531
|
|
|
$
|
22,583
|
|
|
$
|
71,180
|
|
|
$
|
78,126
|
|
Gain (loss) on sale of investment property
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
865
|
|
||||
Other income (expense)
|
672
|
|
|
60
|
|
|
3,389
|
|
|
185
|
|
||||
Interest expense
|
(12,496
|
)
|
|
(14,374
|
)
|
|
(38,726
|
)
|
|
(43,532
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(113
|
)
|
|
(283
|
)
|
|
(1,183
|
)
|
||||
Equity in losses and gain on consolidation of unconsolidated entity, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4,216
|
|
||||
Income before income taxes
|
$
|
17,707
|
|
|
$
|
8,060
|
|
|
$
|
35,560
|
|
|
$
|
38,677
|
|
Income tax benefit (expense)
|
140
|
|
|
(1,862
|
)
|
|
(8,344
|
)
|
|
(5,787
|
)
|
||||
Net income from continuing operations
|
$
|
17,847
|
|
|
$
|
6,198
|
|
|
$
|
27,216
|
|
|
$
|
32,890
|
|
Net income (loss) from discontinued operations
|
—
|
|
|
3,297
|
|
|
(489
|
)
|
|
1,810
|
|
||||
Net income
|
$
|
17,847
|
|
|
$
|
9,495
|
|
|
$
|
26,727
|
|
|
$
|
34,700
|
|
Less: Net loss attributable to non-controlling interests
|
251
|
|
|
—
|
|
|
248
|
|
|
—
|
|
||||
Net income attributable to the Company
|
$
|
18,098
|
|
|
$
|
9,495
|
|
|
$
|
26,975
|
|
|
$
|
34,700
|
|
Distributions to preferred stockholders
|
(4
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Net income attributable to common stockholders
|
$
|
18,094
|
|
|
$
|
9,495
|
|
|
$
|
26,963
|
|
|
$
|
34,700
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Basic and diluted earnings per share
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations available to common stockholders
|
$
|
0.16
|
|
|
$
|
0.05
|
|
|
$
|
0.24
|
|
|
$
|
0.29
|
|
Income from discontinued operations available to common stockholders
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Net income per share available to common stockholders
|
$
|
0.16
|
|
|
$
|
0.08
|
|
|
$
|
0.24
|
|
|
$
|
0.31
|
|
Weighted average number of common shares (basic)
|
111,694,773
|
|
|
113,397,997
|
|
|
112,096,957
|
|
|
113,397,997
|
|
||||
Weighted average number of common shares (diluted)
|
111,885,350
|
|
|
113,397,997
|
|
|
112,258,505
|
|
|
113,397,997
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
Non-controlling Interests
|
|
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional paid in capital
|
|
Distributions in excess of retained earnings
|
|
Operating Partnership
|
|
Consolidated Joint Venture
|
|
Total Non-controlling Interests
|
|
Total
|
||||||||||||||||||
Balance at January 1, 2015
|
—
|
|
|
$
|
—
|
|
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,781,427
|
|
|
$
|
(264,161
|
)
|
|
$
|
—
|
|
|
$
|
3,655
|
|
|
$
|
3,655
|
|
|
$
|
1,520,921
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,975
|
|
|
7
|
|
|
(255
|
)
|
|
(248
|
)
|
|
26,727
|
|
||||||||
Issuance of preferred shares, net of issuance costs
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||||||
Contributions from InvenTrust Properties Corp., net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,073
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,073
|
|
||||||||
Issuance of common shares in connection with separation from InvenTrust Properties Corp.
|
—
|
|
|
—
|
|
|
113,396,997
|
|
|
1,134
|
|
|
(1,134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of common shares, net
|
—
|
|
|
—
|
|
|
(1,759,344
|
)
|
|
(17
|
)
|
|
(36,929
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,946
|
)
|
||||||||
Dividends, common shares / units ($0.61)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,807
|
)
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
|
(67,875
|
)
|
||||||||
Dividends, preferred shares ($92.36)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
32,719
|
|
|
—
|
|
|
665
|
|
|
—
|
|
|
1,585
|
|
|
—
|
|
|
1,585
|
|
|
2,250
|
|
||||||||
Redemption of preferred stock
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
||||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,633
|
|
|
6,633
|
|
|
6,633
|
|
||||||||
Balance at September 30, 2015
|
—
|
|
|
$
|
—
|
|
|
111,671,372
|
|
|
$
|
1,117
|
|
|
$
|
1,993,067
|
|
|
$
|
(305,005
|
)
|
|
$
|
1,524
|
|
|
$
|
10,033
|
|
|
$
|
11,557
|
|
|
$
|
1,700,736
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
26,727
|
|
|
$
|
34,700
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
107,427
|
|
|
139,276
|
|
||
Amortization of above and below market leases and other lease tangibles
|
2,769
|
|
|
3,517
|
|
||
Amortization of debt premiums, discounts, and financing costs
|
2,872
|
|
|
3,405
|
|
||
Loss on extinguishment of debt
|
283
|
|
|
1,196
|
|
||
Gain on sale of investment property, net
|
—
|
|
|
(865
|
)
|
||
Provision for asset impairment
|
—
|
|
|
4,665
|
|
||
Equity in losses and gain on consolidation of entity, net
|
—
|
|
|
(4,216
|
)
|
||
Share-based compensation expense
|
4,774
|
|
|
—
|
|
||
Other non-cash adjustments
|
36
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts and rents receivable
|
(9,088
|
)
|
|
(11,759
|
)
|
||
Deferred costs and other assets
|
8,208
|
|
|
8,490
|
|
||
Accounts payable and accrued expenses
|
2,909
|
|
|
11,736
|
|
||
Other liabilities
|
(5,227
|
)
|
|
1,438
|
|
||
Prepayment penalties and defeasance
|
—
|
|
|
(1,061
|
)
|
||
Net cash flows provided by operating activities
|
$
|
141,690
|
|
|
$
|
190,522
|
|
Cash flows from investing activities:
|
|
|
|
||||
Purchase of investment properties
|
(245,000
|
)
|
|
(171,991
|
)
|
||
Acquired goodwill, intangible assets, and intangible liabilities
|
—
|
|
|
(11,837
|
)
|
||
Capital expenditures and tenant improvements
|
(40,941
|
)
|
|
(26,421
|
)
|
||
Investment in development projects
|
(30,842
|
)
|
|
(15,298
|
)
|
||
Proceeds from sale of investment properties
|
—
|
|
|
24,630
|
|
||
Consolidation of joint venture
|
—
|
|
|
(2,944
|
)
|
||
Distributions from unconsolidated entities
|
—
|
|
|
(30
|
)
|
||
Restricted cash and escrows
|
4,155
|
|
|
(21,515
|
)
|
||
Deposits for acquisition of hotel properties
|
(20,000
|
)
|
|
—
|
|
||
Other assets
|
1,039
|
|
|
10,075
|
|
||
Net cash flows used in investing activities
|
$
|
(331,589
|
)
|
|
$
|
(215,331
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Distribution to InvenTrust Properties Corp.
|
(23,505
|
)
|
|
(1,395,208
|
)
|
||
Contribution from InvenTrust Properties Corp.
|
176,805
|
|
|
1,440,938
|
|
||
Proceeds from mortgage debt and notes payable
|
19,628
|
|
|
75,224
|
|
||
Payoffs of mortgage debt
|
(81,468
|
)
|
|
(40,643
|
)
|
||
Principal payments of mortgage debt
|
(6,707
|
)
|
|
(10,140
|
)
|
||
Payment of loan fees and deposits
|
(2,926
|
)
|
|
(1,633
|
)
|
||
Proceeds from revolving line of credit draws
|
127,000
|
|
|
—
|
|
||
Payments on revolving line of credit
|
(10,000
|
)
|
|
—
|
|
||
Contributions from non-controlling interests
|
6,633
|
|
|
1,518
|
|
||
Proceeds from issuance of preferred shares, net of offering costs
|
102
|
|
|
—
|
|
||
Redemption of preferred shares
|
(137
|
)
|
|
—
|
|
||
Repurchase of common shares
|
(36,946
|
)
|
|
—
|
|
||
Dividends, common shares
|
(42,191
|
)
|
|
—
|
|
||
Dividends, preferred shares
|
(12
|
)
|
|
—
|
|
||
Payments for contingent consideration
|
—
|
|
|
(7,891
|
)
|
||
Net cash flows provided by financing activities
|
$
|
126,276
|
|
|
$
|
62,165
|
|
Net (decrease) increase in cash and cash equivalents
|
(63,623
|
)
|
|
37,356
|
|
||
Cash and cash equivalents, at beginning of year
|
163,053
|
|
|
89,169
|
|
||
Cash and cash equivalents, at September 30, 2015 and 2014
|
$
|
99,430
|
|
|
$
|
126,525
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
35,383
|
|
|
$
|
65,287
|
|
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
Consolidation of assets of joint venture
|
$
|
—
|
|
|
$
|
21,833
|
|
Liabilities assumed at consolidation of joint venture
|
—
|
|
|
446
|
|
||
Assumption of mortgage debt of joint venture
|
—
|
|
|
11,967
|
|
||
Accrued capital expenditures
|
4,005
|
|
|
2,424
|
|
||
Assumption of allocated unsecured line of credit facility by InvenTrust Properties Corp.
|
(96,020
|
)
|
|
(106,094
|
)
|
||
Non-cash net distributions to InvenTrust Properties Corp.
|
282
|
|
|
—
|
|
||
Distributions payable
|
25,684
|
|
|
—
|
|
Property
|
Location
|
Rooms
|
Management Company
|
Canary Santa Barbara
|
Santa Barbara, CA
|
97
|
Kimpton Hotel & Restaurant Group, LLC
|
Hotel Palomar Philadelphia
|
Philadelphia, PA
|
230
|
Kimpton Hotel & Restaurant Group, LLC
|
RiverPlace Hotel
|
Portland, OR
|
84
|
Kimpton Hotel & Restaurant Group, LLC
|
|
September 30, 2015
|
||
Land
|
$
|
49,743
|
|
Building and improvements
|
172,928
|
|
|
Furniture, fixtures, and equipment
|
21,907
|
|
|
Intangibles and other assets
|
422
|
|
|
Total purchase price
|
$
|
245,000
|
|
|
September 30, 2015
|
||
Revenue
|
$
|
11,421
|
|
Net income (excluding acquisition costs)
|
$
|
3,146
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
251,269
|
|
|
$
|
244,434
|
|
|
$
|
754,599
|
|
|
$
|
731,938
|
|
Net income attributable to common stockholders
(1)
|
$
|
19,454
|
|
|
$
|
10,046
|
|
|
$
|
40,570
|
|
|
$
|
32,722
|
|
Net income per share attributable to common stockholders - basic and diluted
|
$
|
0.17
|
|
|
$
|
0.09
|
|
|
$
|
0.36
|
|
|
$
|
0.29
|
|
Weighted average number of common shares - basic
|
111,694,773
|
|
|
113,397,997
|
|
|
112,096,957
|
|
|
113,397,997
|
|
||||
Weighted average number of common shares - diluted
|
111,885,350
|
|
|
113,397,997
|
|
|
112,258,505
|
|
|
113,397,997
|
|
Property
|
|
Location
|
|
Acquisition Date
|
|
Rooms
|
|
Purchase Price
|
Aston Waikiki Beach Resort
|
|
Honolulu, Hawaii
|
|
2/28/2014
|
|
645
|
|
$183,000
|
|
September 30, 2014
|
||
Building
|
$
|
144,076
|
|
Furniture, fixtures, and equipment
|
27,087
|
|
|
Total fixed assets
|
$
|
171,163
|
|
Below market ground lease
|
9,516
|
|
|
Net other assets and liabilities
|
2,321
|
|
|
Total purchase price
|
$
|
183,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
$
|
—
|
|
|
$
|
67,090
|
|
|
$
|
—
|
|
|
$
|
190,178
|
|
Depreciation and amortization expense
|
—
|
|
|
11,398
|
|
|
—
|
|
|
36,724
|
|
||||
Other expenses
|
—
|
|
|
44,507
|
|
|
511
|
|
|
127,925
|
|
||||
Operating (loss) income from discontinued operations
|
—
|
|
|
11,185
|
|
|
(511
|
)
|
|
25,529
|
|
||||
Interest expense
|
—
|
|
|
(7,888
|
)
|
|
—
|
|
|
(23,719
|
)
|
||||
Gain on sale of properties
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Net income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
3,297
|
|
|
$
|
(489
|
)
|
|
$
|
1,810
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Net investment properties
|
$
|
70,196
|
|
|
$
|
39,736
|
|
Other assets
|
1,464
|
|
|
1,318
|
|
||
Total assets
|
$
|
71,660
|
|
|
$
|
41,054
|
|
Mortgages, notes and margins payable
|
(40,842
|
)
|
|
(21,214
|
)
|
||
Other liabilities
|
(5,481
|
)
|
|
(6,465
|
)
|
||
Total liabilities
|
$
|
(46,323
|
)
|
|
$
|
(27,679
|
)
|
Net assets
|
$
|
25,337
|
|
|
$
|
13,375
|
|
Statement of Operations:
|
January 1 -
February 20, 2014
|
||
Revenues
|
$
|
932
|
|
Expenses:
|
|
||
Interest expense and loan cost amortization
|
43
|
|
|
Depreciation and amortization
|
129
|
|
|
Operating expenses, ground rent and general and administrative expenses
|
802
|
|
|
Termination fee
|
325
|
|
|
Total expenses
|
1,299
|
|
|
Net loss
|
$
|
(367
|
)
|
Company's share of net loss
|
$
|
(293
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
General and administrative allocation (a)
|
$
|
—
|
|
|
$
|
7,691
|
|
|
$
|
1,135
|
|
|
$
|
17,798
|
|
Business management fee (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,474
|
|
||||
Loan placement fees (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Transition services fees (d)
|
12
|
|
|
—
|
|
|
514
|
|
|
—
|
|
(a)
|
General and administrative allocations include costs from certain corporate and shared functions provided to the Company by InvenTrust, as well as costs associated with participation by certain of the Company's executives in InvenTrust's benefit plans. InvenTrust allocated to the Company a portion of its corporate overhead costs which was based upon the Company's percentage share of the average invested assets of InvenTrust. As InvenTrust was managing various asset portfolios, the extent of services and benefits a portfolio received was based on the size of its assets. Therefore, using average invested assets to allocate costs was a reasonable reflection of the services and other benefits received by the Company and complied with applicable accounting guidance. However, actual costs may have differed from allocated costs if the Company had operated as a stand-alone entity during such period and those differences may have been material. For the
three and nine
months ended
September 30, 2014
, the general and administrative allocation related to the Suburban Select Service Portfolio was
$1.8 million
and
$4.1 million
, respectively, and was included in
|
(b)
|
During the first quarter of 2014, InvenTrust paid a business management fee to its external manager, Inland American Business Manager and Advisor, Inc. (the "Business Manager") based on the average invested assets. The Company was allocated a portion of the business management fee based upon its percentage share of the average invested assets of InvenTrust. On March 12, 2014, InvenTrust entered into a series of agreements and amendments to existing agreements with affiliates of The Inland Group, Inc. pursuant to which InvenTrust began the process of becoming entirely self-managed (collectively, the "Self-Management Transactions"). In connection with the Self-Management Transactions, InvenTrust agreed with the Business Manager to terminate its management agreement with the Business Manager. The Self-Management Transactions resulted in a final business management fee incurred in January 2014. As a result, the Company was not allocated a business management fee after January 2014.
|
(c)
|
The Company paid a related party of InvenTrust
0.2%
of the principal amount of each loan placed for the Company. Such costs were capitalized as loan fees and amortized over the respective loan term. As a result of the spin-off, the Company will no longer be allocated any loan placement fees.
|
(d)
|
In connection with the Company's separation from InvenTrust, the Company entered into a transition services agreement with InvenTrust under which InvenTrust has agreed to provide certain transition services to the Company, including services related to information technology systems, financial reporting and accounting and legal services. The expiration date varied by service provided and the agreement terminates on the earlier of March 31, 2016 or the termination of the last service provided under it. In June 2015, the Company terminated all fee-based services provided under the transition services agreement effective July 31, 2015, and thereafter, no additional fees are expected to be incurred for services provided by InvenTrust.
|
|
|
As of
September 30, 2015 (1) |
|
Weighted average
interest rate |
||
2016
|
|
$
|
355,685
|
|
|
5.09%
|
2017
|
|
194,975
|
|
|
5.18%
|
|
2018
|
|
196,944
|
|
|
2.95%
|
|
2019
|
|
326,700
|
|
|
2.66%
|
|
2020
|
|
57,837
|
|
|
3.03%
|
|
Total mortgages
|
|
1,132,141
|
|
|
3.93%
|
|
Total mortgage premiums and discounts, net
|
|
(805
|
)
|
|
|
|
Senior unsecured credit facility (maturing in 2019)
|
|
117,000
|
|
|
1.85%
|
|
Total
|
|
$
|
1,248,336
|
|
|
3.73%
|
(1)
|
Includes the Hyatt Regency Orange County mortgage of
$62 million
that is included in liabilities associated with assets held for sale on the combined condensed consolidated balance sheet as of September 30, 2015. The sale closed in October 2015 and proceeds from the sale were used to repay the outstanding balance of the related mortgage.
|
•
|
Level 1 - Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access.
|
•
|
Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
|
Fair Value at Measurement Date Using
|
||||||
|
|
September 30, 2015
|
|
September 30, 2014
|
||||
|
|
Significant
Unobservable Inputs (Level 3) |
|
Significant
Unobservable Inputs (Level 3) |
||||
Investment property
|
|
$
|
—
|
|
|
$
|
17,900
|
|
Total
|
|
$
|
—
|
|
|
$
|
17,900
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Mortgages payable
|
|
$
|
1,131,336
|
|
|
$
|
1,159,121
|
|
|
$
|
1,200,688
|
|
|
$
|
1,194,237
|
|
Unsecured credit facility
|
|
$
|
117,000
|
|
|
$
|
117,000
|
|
|
$
|
96,020
|
|
|
$
|
96,020
|
|
Total
|
|
$
|
1,248,336
|
|
|
$
|
1,276,121
|
|
|
$
|
1,296,708
|
|
|
$
|
1,290,257
|
|
Dividend per Share/Unit
(1)
|
|
For the Quarter Ended
|
|
Record Date
|
|
Payable Date
|
|
$0.15
|
(2)
|
|
March 31, 2015
|
|
March 31, 2015
|
|
April 15, 2015
|
$0.23
|
|
|
June 30, 2015
|
|
June 30, 2015
|
|
July 15, 2015
|
$0.23
|
|
|
September 30, 2015
|
|
September 30, 2015
|
|
October 15, 2015
|
(1)
|
Amounts are rounded to the nearest whole cent for presentation purposes
|
(2)
|
Represents the Company's anticipated regular quarterly dividend of
$0.23
per share, prorated for the period from February 3, 2015 through March 31, 2015.
|
Dividend per Share
|
|
For the Period
|
|
Record Date
|
|
Payable Date
|
|
$61.11
|
(1)
|
|
June 30, 2015
|
|
June 15, 2015
|
|
June 30, 2015
|
$31.25
|
(2)
|
|
September 30, 2015
|
|
September 30, 2015
|
|
September 30, 2015
|
(1)
|
Represents the Company's anticipated regular semi-annual dividend of
$62.50
per share, prorated for the period from February 5, 2015 through June 30, 2015.
|
(2)
|
Represents the Company's anticipated regular semi-annual dividend of
$62.50
per share prorated for the period from July 1, 2015 through September 30, 2015. This dividend was paid in connection with the redemption of the Series A Preferred Stock on September 30, 2015, and constitutes accrued but unpaid dividends on the Series A Preferred Stock as of the redemption date.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
17,847
|
|
|
$
|
6,198
|
|
|
$
|
27,216
|
|
|
$
|
32,890
|
|
Net loss attributable to non-controlling interests
|
251
|
|
|
—
|
|
|
248
|
|
|
—
|
|
||||
Dividends, preferred shares
|
(4
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Dividends, unvested share-based compensation
|
(28
|
)
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
||||
Net income from continuing operations available to common stockholders
|
18,066
|
|
|
6,198
|
|
|
27,406
|
|
|
32,890
|
|
||||
Net income (loss) from discontinued operations, net of tax
|
—
|
|
|
3,297
|
|
|
(489
|
)
|
|
1,810
|
|
||||
Net income available to common stockholders
|
$
|
18,066
|
|
|
$
|
9,495
|
|
|
$
|
26,917
|
|
|
$
|
34,700
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - Basic
|
111,694,773
|
|
|
113,397,997
|
|
|
112,096,957
|
|
|
113,397,997
|
|
||||
Effect of dilutive share-based compensation
|
190,577
|
|
|
—
|
|
|
161,548
|
|
|
—
|
|
||||
Weighted average shares outstanding - Diluted
|
111,885,350
|
|
|
113,397,997
|
|
|
112,258,505
|
|
|
113,397,997
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.16
|
|
|
$
|
0.05
|
|
|
$
|
0.24
|
|
|
$
|
0.29
|
|
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Net earnings per share
|
$
|
0.16
|
|
|
$
|
0.08
|
|
|
$
|
0.24
|
|
|
$
|
0.31
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.16
|
|
|
$
|
0.05
|
|
|
$
|
0.24
|
|
|
$
|
0.29
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Net earnings per share
|
$
|
0.16
|
|
|
$
|
0.08
|
|
|
$
|
0.24
|
|
|
$
|
0.31
|
|
|
2014 Share Unit Plan Share Units
|
|
2015 Incentive Award Plan Share Units
|
|
2015 Incentive Award Plan LTIP Units
(1)
|
|
Total
|
||||||||
Outstanding as of January 1, 2015
|
817,640
|
|
|
—
|
|
|
—
|
|
|
817,640
|
|
||||
Adjustment for final units at spin-off date
|
(462,959
|
)
|
|
—
|
|
|
—
|
|
|
(462,959
|
)
|
||||
Granted
|
—
|
|
|
84,701
|
|
|
521,450
|
|
|
606,151
|
|
||||
Vested
|
(8,977
|
)
|
|
—
|
|
|
(23,401
|
)
|
|
(32,378
|
)
|
||||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeited
|
(3,485
|
)
|
|
—
|
|
|
—
|
|
|
(3,485
|
)
|
||||
Outstanding as of September 30, 2015
|
342,219
|
|
|
84,701
|
|
|
498,049
|
|
|
924,969
|
|
||||
Vested as of September 30, 2015
|
8,977
|
|
|
—
|
|
|
23,401
|
|
|
32,378
|
|
||||
Weighted average fair value of outstanding shares/units
|
$
|
20.19
|
|
|
$
|
20.18
|
|
|
$
|
16.26
|
|
|
$
|
18.06
|
|
(1)
|
Includes Time-Based LTIP Units and Class A LTIP Units.
|
Performance Award Grant Date
|
|
Percentage of Total Award
|
|
Grant Date Fair Value by Component ($ in thousands)
|
|
Volatility
|
|
Interest Rate
|
|
Dividend Yield
|
|
|
|
|
|
|
|
|
|
|
|
May 5, 2015
|
|
|
|
|
|
|
|
|
|
|
Absolute TSR Share Units
|
|
25%
|
|
$40.5
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
Relative TSR Share Units
|
|
75%
|
|
$206.4
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
Absolute TSR Class A LTIPs
|
|
25%
|
|
$838.5
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
Relative TSR Class A LTIPs
|
|
75%
|
|
$4,274.7
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||||||
|
2015
|
|
2014
|
|
Variance
|
|
2015
|
|
2014
|
|
Variance
|
||||||||
Number of properties
(1) (2)
|
50
|
|
48
|
|
4.2%
|
|
50
|
|
49
|
|
2.0%
|
||||||||
Number of rooms
|
13,104
|
|
12,958
|
|
1.1%
|
|
13,104
|
|
13,124
|
|
(0.2)%
|
||||||||
Occupancy
(1) (2)
|
79.0%
|
|
78.8%
|
|
0.3%
|
|
77.6%
|
|
78.0%
|
|
(0.5)%
|
||||||||
ADR
(1) (2)
|
$
|
186.37
|
|
|
$
|
175.66
|
|
|
6.1%
|
|
$
|
185.77
|
|
|
$
|
175.38
|
|
|
5.9%
|
RevPAR
(1) (2)
|
$
|
147.31
|
|
|
$
|
138.47
|
|
|
6.4%
|
|
$
|
144.11
|
|
|
$
|
136.74
|
|
|
5.4%
|
Hotel operating income (in thousands)
(3)
|
$
|
92,763
|
|
|
$
|
83,280
|
|
|
11.4%
|
|
$
|
274,678
|
|
|
$
|
252,674
|
|
|
8.7%
|
(1)
|
For hotels acquired during the applicable period, only includes operating statistics since the date of acquisition.
|
(2)
|
Includes the consolidated operating results of the Grand Bohemian Hotel Charleston that opened on August 27, 2015.
|
(3)
|
Hotel operating income represents the difference between total revenues and total hotel operating expenses.
|
Region
(2)
|
|
Number of Hotels
|
|
Number of Rooms
|
|||
South Atlantic
|
|
|
|
|
|||
|
(Florida, Georgia, Maryland, South Carolina, Virginia, West Virginia, Washington D.C.)
|
|
16
|
|
|
3,319
|
|
West South Central
|
|
|
|
|
|||
|
(Louisiana, Texas)
|
|
9
|
|
|
3,339
|
|
Pacific
|
|
|
|
|
|||
|
(California, Hawaii, Oregon)
|
|
9
|
|
|
3,247
|
|
Mountain
|
|
|
|
|
|||
|
(Arizona, Colorado, Utah)
|
|
5
|
|
|
1,016
|
|
Other
|
|
|
|
|
|||
|
(Alabama, Illinois, Iowa, Kentucky, Massachusetts, Missouri, Pennsylvania)
|
|
11
|
|
|
2,183
|
|
Total
|
|
50
|
|
|
13,104
|
|
(1)
|
The table excludes our
one
hotel under development.
|
(2)
|
Represents the diversification of our hotel properties as defined by STR.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2015
(3)
|
|
2014
(3)
|
|
2015
(3)
|
|
2014
(3)
|
||||||||||||||||||||
Region
(2)
|
|
OCC
|
|
ADR
|
|
RevPAR
|
|
OCC
|
|
ADR
|
|
RevPAR
|
|
OCC
|
|
ADR
|
|
RevPAR
|
|
OCC
|
|
ADR
|
|
RevPAR
|
||||
South Atlantic
|
|
79.3
|
%
|
|
$167.81
|
|
$133.07
|
|
79.0
|
%
|
|
$163.87
|
|
$129.54
|
|
79.2
|
%
|
|
$178.08
|
|
$141.13
|
|
79.0
|
%
|
|
$167.52
|
|
$132.39
|
West South Central
|
|
67.3
|
%
|
|
$175.21
|
|
$117.87
|
|
70.2
|
%
|
|
$171.50
|
|
$120.46
|
|
72.4
|
%
|
|
$187.06
|
|
$135.42
|
|
73.6
|
%
|
|
$182.88
|
|
$134.51
|
Pacific
|
|
88.4
|
%
|
|
$216.31
|
|
$191.16
|
|
85.1
|
%
|
|
$195.74
|
|
$166.49
|
|
80.9
|
%
|
|
$202.53
|
|
$163.77
|
|
82.5
|
%
|
|
$187.34
|
|
$154.62
|
Mountain
|
|
79.8
|
%
|
|
$182.36
|
|
$145.60
|
|
80.8
|
%
|
|
$172.48
|
|
$139.33
|
|
81.2
|
%
|
|
$178.44
|
|
$144.88
|
|
81.2
|
%
|
|
$167.87
|
|
$136.27
|
Other
|
|
82.6
|
%
|
|
$181.55
|
|
$150.03
|
|
82.1
|
%
|
|
$170.79
|
|
$140.17
|
|
76.5
|
%
|
|
$173.18
|
|
$132.52
|
|
75.3
|
%
|
|
$163.19
|
|
$122.96
|
Total
|
|
79.0
|
%
|
|
$186.37
|
|
$147.31
|
|
78.8
|
%
|
|
$175.66
|
|
$138.47
|
|
77.6
|
%
|
|
$185.77
|
|
$144.11
|
|
78.0
|
%
|
|
$175.38
|
|
$136.74
|
(1)
|
Includes only hotels in our portfolio, excluding our
one
hotel under development, as of the end of the applicable period. For hotels acquired during the period, operating results and statistics are only included since the respective date of acquisition.
|
(2)
|
Represents our diversification of our hotel properties as defined by STR.
|
(3)
|
Full year 2014 was negatively impacted by the August 2014 earthquake in Northern California, which resulted in damage at two of our hotels, the Marriott Napa Valley Hotel & Spa and the Andaz Napa. The Marriott sustained limited damage and fully re-opened in October 2014. The Andaz partially re-opened in December 2014 with a total of 17,106 room nights out of order in the second half of 2014, and another 682 nights out of order in January 2015.
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||||||||||
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
|||||||||||||
Number of properties
|
50
|
|
48
|
|
2
|
|
4.2%
|
|
50
|
|
49
|
|
1
|
|
2.0%
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Room revenues
|
$
|
175,872
|
|
|
$
|
164,261
|
|
|
$
|
11,611
|
|
|
7.1%
|
|
$
|
501,754
|
|
|
$
|
481,001
|
|
|
$
|
20,753
|
|
|
4.3
|
%
|
Food and beverage revenues
|
58,500
|
|
|
52,039
|
|
|
6,461
|
|
|
12.4%
|
|
185,707
|
|
|
$
|
171,379
|
|
|
$
|
14,328
|
|
|
8.4%
|
|||||
Other revenues
|
14,081
|
|
|
14,791
|
|
|
(710
|
)
|
|
(4.8)%
|
|
40,089
|
|
|
$
|
44,349
|
|
|
$
|
(4,260
|
)
|
|
(9.6)%
|
|||||
Total revenues
|
$
|
248,453
|
|
|
$
|
231,091
|
|
|
$
|
17,362
|
|
|
7.5%
|
|
$
|
727,550
|
|
|
$
|
696,729
|
|
|
$
|
30,821
|
|
|
4.4
|
%
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
||||||||||||
Number of properties
|
50
|
|
48
|
|
2
|
|
4.2%
|
|
50
|
|
49
|
|
1
|
|
2.0%
|
||||||||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Room expenses
|
$
|
38,841
|
|
|
$
|
36,155
|
|
|
$
|
2,686
|
|
|
7.4%
|
|
$
|
111,378
|
|
|
$
|
105,777
|
|
|
$
|
5,601
|
|
|
5.3%
|
Food and beverage expenses
|
41,308
|
|
|
37,501
|
|
|
3,807
|
|
|
10.2%
|
|
122,806
|
|
|
117,250
|
|
|
5,556
|
|
|
4.7%
|
||||||
Other direct expenses
|
4,625
|
|
|
6,606
|
|
|
(1,981
|
)
|
|
(30.0)%
|
|
13,256
|
|
|
21,191
|
|
|
(7,935
|
)
|
|
(37.4)%
|
||||||
Other indirect expenses
|
58,311
|
|
|
54,351
|
|
|
3,960
|
|
|
7.3%
|
|
167,758
|
|
|
160,049
|
|
|
7,709
|
|
|
4.8%
|
||||||
Management and franchise fees
|
12,605
|
|
|
13,198
|
|
|
(593
|
)
|
|
(4.5)%
|
|
37,674
|
|
|
39,788
|
|
|
(2,114
|
)
|
|
(5.3)%
|
||||||
Total hotel operating expenses
|
$
|
155,690
|
|
|
$
|
147,811
|
|
|
$
|
7,879
|
|
|
5.3%
|
|
$
|
452,872
|
|
|
$
|
444,055
|
|
|
$
|
8,817
|
|
|
2.0%
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
||||||||||||||
Depreciation and amortization
|
$
|
37,818
|
|
|
$
|
35,835
|
|
|
$
|
1,983
|
|
|
5.5%
|
|
$
|
110,094
|
|
|
$
|
106,231
|
|
|
$
|
3,863
|
|
|
3.6
|
%
|
|
Real estate taxes, personal property taxes and insurance
|
12,985
|
|
|
11,107
|
|
|
1,878
|
|
|
16.9%
|
|
36,984
|
|
|
32,666
|
|
|
4,318
|
|
|
13.2
|
%
|
|||||||
Ground lease expense
|
1,272
|
|
|
1,558
|
|
|
(286
|
)
|
|
(18.4)%
|
|
3,869
|
|
|
4,096
|
|
|
(227
|
)
|
|
(5.5
|
)%
|
|||||||
General and administrative expenses
|
5,396
|
|
|
10,512
|
|
|
(5,116
|
)
|
|
(48.7)%
|
|
19,443
|
|
|
24,266
|
|
|
(4,823
|
)
|
|
(19.9
|
)%
|
|||||||
Business management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
1,474
|
|
|
(1,474
|
)
|
|
(100.0
|
)%
|
|||||||
Acquisition transaction costs
|
4,510
|
|
|
18
|
|
|
4,492
|
|
|
24,955.6%
|
|
5,396
|
|
|
1,150
|
|
|
4,246
|
|
|
369.2
|
%
|
|||||||
Pre-opening expenses
|
825
|
|
|
—
|
|
|
825
|
|
|
—
|
|
825
|
|
|
—
|
|
|
825
|
|
|
—
|
||||||||
Provision for asset impairment
|
—
|
|
|
1,667
|
|
|
(1,667
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
4,665
|
|
|
(4,665
|
)
|
|
(100.0
|
)%
|
||||||
Separation and other start-up related expenses
|
426
|
|
|
$
|
—
|
|
|
426
|
|
|
—
|
|
26,887
|
|
|
$
|
—
|
|
|
26,887
|
|
|
—
|
||||||
Total corporate and other expenses
|
$
|
63,232
|
|
|
$
|
60,697
|
|
|
$
|
2,535
|
|
|
4.2%
|
|
$
|
203,498
|
|
|
$
|
174,548
|
|
|
$
|
28,950
|
|
|
16.6%
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
|
2015
|
|
2014
|
|
Increase / (Decrease)
|
|
Variance
|
||||||||||||||
Non-operating income and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain (loss) on sale of investment properties
|
$
|
—
|
|
|
$
|
(96
|
)
|
|
$
|
96
|
|
|
100.0
|
%
|
|
$
|
—
|
|
|
$
|
865
|
|
|
$
|
(865
|
)
|
|
(100.0
|
)%
|
Other income (expense)
|
672
|
|
|
60
|
|
|
612
|
|
|
1,020.0
|
%
|
|
$
|
3,389
|
|
|
$
|
185
|
|
|
3,204
|
|
|
1,731.9
|
%
|
||||
Interest expense
|
(12,496
|
)
|
|
(14,374
|
)
|
|
(1,878
|
)
|
|
(13.1
|
)%
|
|
(38,726
|
)
|
|
(43,532
|
)
|
|
(4,806
|
)
|
|
(11.0
|
)%
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
|
(100.0
|
)%
|
|
(283
|
)
|
|
(1,183
|
)
|
|
(900
|
)
|
|
(76.1
|
)%
|
||||||
Equity in losses and gain on consolidation of unconsolidated entity, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,216
|
|
|
(4,216
|
)
|
|
(100.0
|
)%
|
||||||
Income tax benefit (expense)
|
140
|
|
|
(1,862
|
)
|
|
(2,002
|
)
|
|
(107.5
|
)%
|
|
(8,344
|
)
|
|
(5,787
|
)
|
|
2,557
|
|
|
44.2
|
%
|
||||||
Net income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
3,297
|
|
|
(3,297
|
)
|
|
(100.0
|
)%
|
|
$
|
(489
|
)
|
|
$
|
1,810
|
|
|
$
|
(2,299
|
)
|
|
(127.0
|
)%
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Net cash flows provided by operating activities
|
$
|
141,690
|
|
|
$
|
190,522
|
|
Net cash flows used in investing activities
|
(331,589
|
)
|
|
(215,331
|
)
|
||
Net cash flows provided by financing activities
|
126,276
|
|
|
62,165
|
|
||
(Decrease) increase in cash and cash equivalents
|
(63,623
|
)
|
|
37,356
|
|
||
Cash and cash equivalents, at beginning of period
|
163,053
|
|
|
89,169
|
|
||
Cash and cash equivalents, at end of period
|
$
|
99,430
|
|
|
$
|
126,525
|
|
•
|
Cash provided by operating activities was
$141.7
million and
$190.5 million
for the
nine months ended
September 30, 2015
and
2014
, respectively. Cash provided by operating activities for the
nine months ended
September 30, 2015
decreased due to (i) non-recurring general and administrative expenses of $
26.9 million
for one-time costs related to the listing of our common stock on the NYSE, such as legal, audit fees and other professional fees, costs related to the Tender Offer, and costs related to becoming a stand-alone public company and (ii) lost operating cash flows of $45.5 million from the sale of the Suburban Select Service Portfolio, which was partially offset by an increase in cash flows from our hotel portfolio including cash flows generated by the Aston Waikiki Beach Resort acquired in 2014 and the three hotels acquired in July 2015.
|
•
|
Cash used in investing activities was
$331.6
million and
$215.3 million
for the
nine months ended
September 30, 2015
,
and
2014
, respectively. Cash used in investing activities for the
nine months ended
September 30, 2015
was primarily due to (i)
$40.9 million
in capital improvements at our hotel properties (ii)
$30.8 million
of additional investments in our joint ventures, and
(iii) the acquisition of three hotels for $245 million
. Cash used in investing activities during the
nine months ended
September 30, 2014
were primarily from the purchase of the Aston Waikiki Beach Resort for $183.8 million in February 2014, $26.4 million in capital improvements of our hotels and $15.3 million of investments in joint ventures to develop two hotels offset by $24.6 million in proceeds from the sale of three hotels.
|
•
|
Cash provided by financing activities was
$126.3
million and
$62.2 million
for the
nine months ended
September 30, 2015
,
and
2014
, respectively. Cash provided by financing activities for the
nine months ended
September 30, 2015
was primarily comprised of (i) a net contribution of
$153.3 million
from InvenTrust, (ii) net borrowings on our revolving line of credit of $117 million, and (iii) proceeds from mortgage debt of
$19.6 million
, which was partially offset by (i) cash used for mortgage principal payments of
$6.7 million
, (ii) the payoff of
$81.5 million
in mortgage loans, (iii)
$36.9 million
used to repurchase common shares in the Tender Offer, and (iv)
the payment of $42.2 million in dividends to common stockholders
. Cash provided by financing activities for the
nine months ended
September 30, 2014
, was primarily due to a net contribution of
$45.7 million
from InvenTrust and proceeds from mortgage debt and notes payable of
$75.2 million
, partially offset by repayments of mortgage debt of
$50.8 million
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income attributable to the Company
|
$
|
18,098
|
|
|
$
|
9,495
|
|
|
$
|
26,975
|
|
|
$
|
34,700
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
12,496
|
|
|
14,374
|
|
|
38,726
|
|
|
43,532
|
|
||||
Interest expense from unconsolidated entity
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||
Interest expense from discontinued operations
|
—
|
|
|
7,888
|
|
|
—
|
|
|
23,719
|
|
||||
Income tax expense (benefit)
|
(140
|
)
|
|
1,862
|
|
|
8,344
|
|
|
5,787
|
|
||||
Depreciation and amortization related to investment properties
|
37,818
|
|
|
35,835
|
|
|
110,094
|
|
|
106,231
|
|
||||
Depreciation and amortization related to investment in unconsolidated entity
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
||||
Depreciation and amortization of discontinued operations
|
—
|
|
|
11,398
|
|
|
—
|
|
|
36,724
|
|
||||
EBITDA
|
$
|
68,272
|
|
|
$
|
80,750
|
|
|
$
|
184,139
|
|
|
$
|
250,727
|
|
Reconciliation to Adjusted EBITDA
|
|
|
|
|
|
|
|
||||||||
Impairment of investment properties
|
—
|
|
|
1,667
|
|
|
—
|
|
|
4,665
|
|
||||
(Gain) loss on sale of investment property
|
—
|
|
|
96
|
|
|
—
|
|
|
(865
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
113
|
|
|
283
|
|
|
1,183
|
|
||||
Gain (loss) on consolidation of investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,481
|
)
|
||||
Acquisition and pursuit costs
|
4,510
|
|
|
18
|
|
|
5,396
|
|
|
1,150
|
|
||||
Amortization of share-based compensation expense
|
1,326
|
|
|
—
|
|
|
4,774
|
|
|
—
|
|
||||
Pre-opening expenses
(1)
|
825
|
|
|
—
|
|
|
825
|
|
|
—
|
|
||||
Management termination fees net of guaranty income
(2)
|
212
|
|
|
—
|
|
|
212
|
|
|
—
|
|
||||
Gain from excess property insurance recovery
|
(322
|
)
|
|
—
|
|
|
(598
|
)
|
|
—
|
|
||||
Business interruption proceeds net of hotel related expenses
(3)
|
(379
|
)
|
|
—
|
|
|
(2,549
|
)
|
|
—
|
|
||||
EBITDA adjustment for three hotels sold in 2014
(4)
|
—
|
|
|
(387
|
)
|
|
(85
|
)
|
|
(1,823
|
)
|
||||
EBITDA adjustment for Suburban Select Service Portfolio
(5)
|
—
|
|
|
(22,602
|
)
|
|
489
|
|
|
(62,254
|
)
|
||||
Other non-recurring expenses
(6)
|
426
|
|
|
—
|
|
|
26,887
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
74,870
|
|
|
$
|
59,655
|
|
|
$
|
219,773
|
|
|
$
|
188,302
|
|
(1)
|
For the
three and nine
months
September 30, 2015
, the pre-opening expenses related to the Grand Bohemian Hotel Charleston and Grand Bohemian Hotel Mountain Brook, which opened in August and October 2015, respectively.
|
(2)
|
For the
three and nine
months
September 30, 2015
, we terminated management agreements for four properties and entered into new management contracts with a new third-party hotel operator. In connection with the terminations, we paid termination fees of $0.7 million, which was offset by $0.5 million in income from the write off of deferred guaranty funding that was previously received from certain of the managers and was being recognized over the term of the old management contracts.
|
(3)
|
The business interruption insurance recovery for 2014 for the three and
nine
months ended
September 30, 2015
was $0.4 and $2.5 million, respectively, which is net of $1.6 million of hotel related expenses attributable to those hotels impacted by the August 2014 Napa Earthquake.
|
(4)
|
The following three hotels were disposed of in 2014: Crowne Plaza Charleston Airport - Convention Center, DoubleTree Suites Atlanta Galleria, and Holiday Inn Secaucus Meadowlands.
|
(5)
|
On November 17, 2014, InvenTrust sold the Suburban Select Service Portfolio for an aggregate gross disposition price of $1.1 billion. Prior to the sale transaction, the Company oversaw the Suburban Select Service Portfolio. This sale reflected a strategic shift and had a major impact on our consolidated financial statements; therefore the operations of these 52 hotels are reflected as discontinued operations on the combined condensed consolidated statements of operations for the
three and nine
months ended
September 30, 2015
and 2014.
|
(6)
|
For the
three and nine
months
September 30, 2015
, other non-recurring expenses include one-time costs related to the listing of our common stock on the NYSE, such as legal, audit fees and other professional fees, costs related to the Tender Offer described in Note 10 in the combined condensed consolidated financial statements as of
September 30, 2015
and 2014, and other start-up costs incurred while transitioning to a stand-alone, publicly-traded company.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income attributable to the Company
|
$
|
18,098
|
|
|
$
|
9,495
|
|
|
$
|
26,975
|
|
|
$
|
34,700
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization related to investment properties
|
37,818
|
|
|
35,835
|
|
|
110,094
|
|
|
106,231
|
|
||||
Depreciation and amortization related to investment in unconsolidated entity
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
||||
Depreciation and amortization of discontinued operations
|
—
|
|
|
11,398
|
|
|
—
|
|
|
36,724
|
|
||||
Impairment of investment property
|
—
|
|
|
1,667
|
|
|
—
|
|
|
4,665
|
|
||||
(Gain) loss on sale of investment property
|
—
|
|
|
96
|
|
|
—
|
|
|
(865
|
)
|
||||
Gain on consolidation of investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,481
|
)
|
||||
FFO
|
$
|
55,916
|
|
|
$
|
58,389
|
|
|
$
|
137,069
|
|
|
$
|
176,974
|
|
Distribution to preferred shareholders
|
(4
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
FFO available to common share and unit holders
|
$
|
55,912
|
|
|
$
|
58,389
|
|
|
$
|
137,057
|
|
|
$
|
176,974
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation to Adjusted FFO
|
|
|
|
|
|
|
|
||||||||
Loss on extinguishment of debt
|
$
|
—
|
|
|
$
|
113
|
|
|
$
|
283
|
|
|
$
|
1,183
|
|
Acquisition and pursuit costs
|
4,510
|
|
|
18
|
|
|
5,396
|
|
|
1,150
|
|
||||
Loan related costs
(1)
|
681
|
|
|
991
|
|
|
2,872
|
|
|
3,405
|
|
||||
Amortization of share-based compensation expense
|
1,326
|
|
|
—
|
|
|
4,774
|
|
|
—
|
|
||||
Pre-opening expenses
|
825
|
|
|
—
|
|
|
825
|
|
|
—
|
|
||||
Management termination fees net of guaranty income
(2)
|
212
|
|
|
—
|
|
|
212
|
|
|
—
|
|
||||
Income tax related to restructuring
(3)
|
—
|
|
|
—
|
|
|
1,900
|
|
|
—
|
|
||||
Business interruption proceeds net of hotel related expenses
(4)
|
(379
|
)
|
|
—
|
|
|
(2,549
|
)
|
|
—
|
|
||||
Less FFO adjustment for three hotels sold in 2014
(5)
|
—
|
|
|
(387
|
)
|
|
(85
|
)
|
|
(1,575
|
)
|
||||
Less FFO adjustment for Suburban Select Service Portfolio
(6)
|
—
|
|
|
(14,713
|
)
|
|
489
|
|
|
(38,534
|
)
|
||||
Other non-recurring expenses
(7)
|
426
|
|
|
—
|
|
|
26,887
|
|
|
—
|
|
||||
Adjusted FFO
|
$
|
63,513
|
|
|
$
|
44,411
|
|
|
$
|
178,061
|
|
|
$
|
142,603
|
|
(1)
|
Loan related costs included amortization of debt discounts, premiums and deferred loan origination costs.
|
(2)
|
For the
three and nine
months
September 30, 2015
, we terminated management agreements for four properties and entered into new management contracts with a new third-party hotel operator. In connection with the terminations, we paid termination fees of $0.7 million, which was offset by $0.5 million in income from the write off of deferred guaranty funding that was previously received from certain of the managers and was being recognized over the term of the old management contracts.
|
(3)
|
For the
nine
months ended
September 30, 2015
, the Company recognized income tax expense of
$8.3
million, of which $1.9 million related to a gain on the transfer of a hotel between legal entities resulting in a more optimal structure in connection with the Company’s intention to elect to be taxed as a REIT.
|
(4)
|
The business interruption insurance recovery for the three and
nine
months ended
September 30, 2015
was $0.4 and $2.5 million, respectively, which was net of $1.6 million of hotel related expenses attributable to those hotels impacted by the August 2014 Napa Earthquake.
|
(5)
|
The following three hotels were disposed of in 2014: Crowne Plaza Charleston Airport - Convention Center, DoubleTree Suites Atlanta Galleria, and Holiday Inn Secaucus Meadowlands.
|
(6)
|
On November 17, 2014, InvenTrust sold the Suburban Select Service Portfolio for an aggregate gross disposition price of $1.1 billion. Prior to the sale transaction, the Company oversaw the Suburban Select Service Portfolio. This sale reflected a strategic shift and had a major impact on our consolidated financial statements; therefore the operations of these 52 hotels are reflected as discontinued operations on the combined condensed consolidated statements of operations for the
three and nine
months ended
September 30, 2015
and 2014.
|
(7)
|
For the
three and nine
months ended
September 30, 2015
, other non-recurring expenses include one-time costs related to the listing of our common stock on the NYSE, such as legal, audit fees and other professional fees, costs related to the Tender Offer described in Note 10 in the combined condensed consolidated financial statements as of
September 30, 2015
and 2014, and other start-up costs incurred while transitioning to a stand-alone, publicly-traded company.
|
|
|
2016
|
|
2017
(2)
|
|
2018
|
|
2019
|
|
2020
|
|
Total
|
|
Fair Value
(3)
|
Maturing debt
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt (mortgage loans)
|
|
$321,129
|
|
$194,975
|
|
$27,775
|
|
—
|
|
$16,994
|
|
$560,873
|
|
$584,124
|
Variable rate debt (mortgage loans)
|
|
$34,556
|
|
—
|
|
$169,169
|
|
$326,700
|
|
$40,843
|
|
$571,268
|
|
$574,997
|
Unsecured credit facility
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$117,000
|
|
$117,000
|
Total
|
|
$355,685
|
|
$194,975
|
|
$196,944
|
|
$326,700
|
|
$57,837
|
|
$1,249,141
|
|
$1,276,121
|
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt (mortgage loans)
|
|
5.35%
|
|
5.18%
|
|
6.46%
|
|
—
|
|
3.85%
|
|
5.30%
|
|
2.38%
|
Variable rate debt (mortgage loans)
|
|
2.69%
|
|
—
|
|
2.38%
|
|
2.67%
|
|
2.69%
|
|
2.46%
|
|
2.89%
|
Unsecured credit facility
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.85%
|
|
1.85%
|
(1)
|
The debt maturity excludes net mortgage premiums and discounts of
$1
million as of
September 30, 2015
.
|
(2)
|
Includes the Hyatt Regency Orange County mortgage of $62 million that is included in liabilities associated with assets held for sale on the combined condensed consolidated balance sheet as of September 30, 2015. The sale closed in October 2015 and proceeds from the sale were used to repay the outstanding balance of the related mortgage.
|
(3)
|
See Item 7A of our most recent Annual Report on Form 10-K and Note 8 to our combined condensed consolidated financial statements included herein.
|
Exhibit Number
|
|
Exhibit Description
|
2.1
|
|
Separation and Distribution Agreement by and between Inland American Real Estate Trust, Inc. (n/k/a InvenTrust Properties Corp.) and Xenia Hotels & Resorts, Inc., dated as of January 20, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on January 23, 2015)
|
|
|
|
3.1*
|
|
Articles Supplementary of Xenia Hotels and Resorts, Inc., as filed on November 10, 2015 with the Maryland Department of Assessments and Taxation
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3.2*
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Articles of Restatement of Xenia Hotels & Resorts, Inc., as filed on November 10, 2015 with the Maryland Department of Assessments and Taxation
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3.3
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Amended and Restated Bylaws of Xenia Hotels & Resorts, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on February 9, 2015)
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10.1*
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Fourth Amended and Restated Agreement of Limited Partnership of XHR LP, dated as of November 10, 2015
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10.2*
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Xenia Hotels & Resorts, Inc. Director Compensation Program, as Amended and Restated, dated as of September 17, 2015
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31.1*
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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Xenia Hotels & Resorts, Inc.
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November 12, 2015
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/s/ Marcel Verbaas
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Marcel Verbaas
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President and Chief Executive Officer
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(Principal Executive Officer)
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/s/ Andrew J. Welch
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Andrew J. Welch
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Executive Vice President, Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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*
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Filed herewith
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+
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Management contract or compensatory plan
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/s/ Taylor Kessel
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By: /s/ Marcel Verbaas
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Taylor Kessel
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Marcel Verbaas
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Vice President - Corporate Counsel and Secretary
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President and Chief Executive Officer
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/s/ Taylor Kessel
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By: /s/ Marcel Verbaas (SEAL)
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Taylor Kessel
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Marcel Verbaas
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Vice President - Corporate Counsel
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President and Chief Executive Officer
and Secretary
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Page
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ARTICLE I DEFINED TERMS
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ARTICLE II FORMATION OF PARTNERSHIP
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2.01
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Formation of the Partnership
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2.02
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Name
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2.03
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Registered Office and Agent; Principal Office
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2.04
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Term and Dissolution
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2.05
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Filing of Certificate and Perfection of Limited Partnership
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2.06
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Certificates Describing Partnership Units
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ARTICLE III BUSINESS OF THE PARTNERSHIP
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ARTICLE IV CAPITAL CONTRIBUTIONS AND ACCOUNTS
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4.01
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Capital Contributions
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4.02
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Additional Capital Contributions and Issuances of Additional Partnership Units
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4.03
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Additional Funding
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4.04
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LTIP Units
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4.05
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Conversion of LTIP Units
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4.06
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Capital Accounts
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4.07
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Percentage Interests
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4.08
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No Interest on Contributions
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4.09
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Return of Capital Contributions
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4.10
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No Third-Party Beneficiary
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ARTICLE V PROFITS AND LOSSES; DISTRIBUTIONS
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5.01
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Allocation of Profit and Loss
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5.02
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Distribution of Cash
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5.03
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REIT Distribution Requirements
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5.04
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No Right to Distributions in Kind
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5.05
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Limitations on Return of Capital Contributions
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5.06
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Distributions Upon Liquidation
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5.07
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Substantial Economic Effect
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ARTICLE VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER
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6.01
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Management of the Partnership
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6.02
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Delegation of Authority
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6.03
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Indemnification and Exculpation of Indemnitees
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6.04
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Liability of the General Partner
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6.05
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Partnership Obligations
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6.06
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Outside Activities
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6.07
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Employment or Retention of Affiliates
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6.08
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Xenia REIT’s Activities
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6.09
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Title to Partnership Assets
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ARTICLE VII CHANGES IN GENERAL PARTNER
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7.01
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Transfer of the General Partner’s Partnership Interest
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7.02
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Admission of a Substitute or Additional General Partner
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7.03
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Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner
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7.04
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Removal of General Partner
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ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
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8.01
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Management of the Partnership
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8.02
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Power of Attorney
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8.03
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Limitation on Liability of Limited Partners
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8.04
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Redemption Right
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8.05
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Partnership Right to Call Limited Partnership Interests
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ARTICLE IX TRANSFERS OF PARTNERSHIP INTERESTS
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9.01
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Purchase for Investment
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9.02
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Restrictions on Transfer of Partnership Units
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9.03
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Admission of Substitute Limited Partner
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9.04
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Rights of Assignees of Partnership Units
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9.05
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Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner
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9.06
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Joint Ownership of Partnership Units
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ARTICLE X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS
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10.01
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Books and Records
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10.02
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Custody of Partnership Funds; Bank Accounts
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10.03
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Fiscal and Taxable Year
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10.04
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Annual Tax Information and Report
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10.05
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Tax Matters Partner; Tax Elections; Special Basis Adjustments
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10.06
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Treatment of Partnership as Disregarded Entity
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ARTICLE XI AMENDMENT OF AGREEMENT; MERGER
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11.01
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Amendment of Agreement
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11.02
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Merger of Partnership
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ARTICLE XII GENERAL PROVISIONS
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12.01
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Notices
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12.02
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Survival of Rights
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12.03
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Additional Documents
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12.04
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Severability
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12.05
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Entire Agreement
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12.06
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Pronouns and Plurals
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12.07
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Headings
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12.08
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Counterparts
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12.09
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Governing Law
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12.10
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Limitation to Preserve REIT Status
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ARTICLE XIII Class A Performance LTIP Units
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13.01
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Designation
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13.02
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Terms
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By:
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/s/ Marcel Verbaas
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Name: Marcel Verbaas
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Title: President
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By:
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/s/ Taylor Kessel
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Name: Taylor Kessel
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Title: Secretary
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By:
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/s/ Marcel Verbaas
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Name: Marcel Verbaas
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By:
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/s/ Barry A.N. Bloom
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Name: Barry A.N. Bloom
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By:
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/s/ Andrew J. Welch
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Name: Andrew J. Welch
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By:
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/s/ Philip A. Wade
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Name: Philip A. Wade
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By:
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/s/ Joseph T. Johnson
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Name: Joseph T. Johnson
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By:
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/s/ Jeffrey H. Donahue
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Name: Jeffrey H. Donahue
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By:
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/s/ John H. Alschuler
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Name: John H. Alschuler
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By:
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/s/ Keith E. Bass
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Name: Keith E. Bass
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By:
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/s/ Thomas M. Gartland
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Name: Thomas M. Gartland
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By:
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/s/ Beverly K. Goulet
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Name: Beverly K. Goulet
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By:
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/s/ Mary E. McCormick
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Name: Mary E. McCormick
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By:
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/s/ Dennis D. Oklak
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Name: Dennis D. Oklak
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1.
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Partner is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury regulations thereunder.
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2.
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Partner is not a disregarded entity as defined in Treasury Regulation Section 1.1445‑2(b)(2)(iii).
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4.
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The principal business address of Partner is: ___________________________________, __________________________ and Partner’s place of incorporation is _____________.
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5.
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Partner agrees to inform the General Partner if it becomes a foreign person at any time during the three-year period immediately following the date of this notice.
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6.
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Partner understands that this certification may be disclosed to the Internal Revenue Service by the General Partner and that any false statement contained herein could be punished by fine, imprisonment, or both.
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4.
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I agree to inform the General Partner promptly if I become a nonresident alien at any time during the three-year period immediately following the date of this notice.
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5.
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I understand that this certification may be disclosed to the Internal Revenue Service by the General Partner and that any false statement contained herein could be punished by fine, imprisonment, or both.
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Date: _________________
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________________________________
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Name of Holder:
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(Please Print: Exact Name as Registered with Partnership) |
Name of Holder:
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(Please Print: Exact Name as Registered with Partnership) |
Director:
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$70,000
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Chair of Audit Committee:
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$20,000
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Chair of Compensation Committee:
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$20,000*
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Chair of Nominating and Governance Committee:
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$15,000
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Non-Chair Committee Member:
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$5,000
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Non-Executive Chairman (additional retainer):
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$105,000
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Initial Grant:
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Each Director who is initially elected or appointed to serve on the board of directors of the Company (the “
Board
”) after the Effective Date shall be automatically granted on the effective date of such initial election or appointment shares of common stock of the Company (“
Common Stock
”) with a value equal to $75,000 (the “
Initial Grant
”),
provided,
that if such initial election or appointment does not occur at an annual meeting of the Company’s stockholders, the value of the Initial Grant shall equal the product of (i) $75,000 multiplied by (ii) a fraction, the numerator of which equals the number of full calendar months from the effective date of such election or appointment through the first anniversary of the most recent annual meeting of the Company’s stockholders and the denominator of which equals twelve.
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Annual Grant:
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Each Director who is serving on the Board as of the date of each annual meeting of the Company’s stockholders and who is re-elected as a Director at such annual meeting shall, on the date of such annual meeting, be automatically granted LTIP Units (as defined in the Third Amended and Restated Agreement of Limited Partnership of XHR LP, as amended or amended and restated from time to time) of XHR LP (“
LTIP Units
”) with a value of $75,000 (the “
Annual Grant
”).
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Election to Receive Common Stock
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With respect to each Annual Grant, a Director may elect in advance to receive an equivalent number of fully vested shares of Common Stock in lieu of LTIP Units. Such election must be made not later than December 31 of the calendar year preceding the year in which such Annual Grant is made, or, if such Director initially becomes a Director after such December 31 and prior to the next annual meeting, then the earlier of (x) the fifth (5
th
) day following the effective date of such Director’s initial election or appointment, or (y) the day immediately preceding the date of such Annual Grant (in any case, or such earlier date as may be established by the Board in its discretion).
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Non-Accredited Investors:
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Notwithstanding the foregoing, in the event that a Director does not qualify as an “accredited investor” within the meaning of Regulation D of the Securities Act of 1933, as amended, on the date of any grant of LTIP Units to such Director pursuant to this Program, then such Director shall not receive such grant of LTIP Units and in lieu thereof shall automatically be granted an equivalent number of fully vested shares of Common Stock.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Xenia Hotels & Resorts, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ MARCEL VERBAAS
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Marcel Verbaas
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President
and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Xenia Hotels & Resorts, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ANDREW J. WELCH
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Andrew J. Welch
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Executive Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of XHR.
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/s/ MARCEL VERBAAS
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Marcel Verbaas
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President
and Chief Executive Officer
(Principal Executive Officer)
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/s/ ANDREW J. WELCH
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Andrew J. Welch
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Executive Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
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