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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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March 31, 2016
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|
December 31, 2015
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||||
Assets
|
(Unaudited)
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|
|
||||
Investment properties:
|
|
|
|
||||
Land
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$
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346,412
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346,412
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Building and other improvements
|
2,863,030
|
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2,742,586
|
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Construction in progress
|
—
|
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169
|
|
||
Total
|
$
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3,209,442
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3,089,167
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Less: accumulated depreciation
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(576,539
|
)
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(539,021
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)
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Net investment properties
|
$
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2,632,903
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|
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2,550,146
|
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Cash and cash equivalents
|
159,576
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|
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122,154
|
|
||
Restricted cash and escrows
|
74,409
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77,292
|
|
||
Accounts and rents receivable, net of allowance of $236 and $243, respectively
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31,993
|
|
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24,168
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|
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Intangible assets, net of accumulated amortization of $18,043 and $17,140, respectively
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81,497
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60,515
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Deferred tax asset
|
2,280
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2,304
|
|
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Other assets
|
21,821
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40,932
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Assets held for sale
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85,016
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128,434
|
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Total assets (including $76,929 and $77,140, respectively, related to consolidated variable interest entities)
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$
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3,089,495
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$
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3,005,945
|
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Liabilities
|
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||||
Debt, net of loan discounts, premiums and unamortized deferred financing costs
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$
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1,290,009
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1,094,536
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Accounts payable and accrued expenses
|
74,867
|
|
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84,385
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|
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Distributions payable
|
29,882
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25,684
|
|
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Other liabilities
|
42,889
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27,572
|
|
||
Liabilities associated with assets held for sale
|
1,655
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30,410
|
|
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Total liabilities (including $48,615 and $48,582, respectively, related to consolidated variable interest entities)
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1,439,302
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1,262,587
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Commitments and contingencies
|
|
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|||
Stockholders' equity
|
|
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Common stock, $0.01 par value, 500,000,000 shares authorized, 108,363,325 and 111,671,372 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively
|
1,084
|
|
|
1,117
|
|
||
Additional paid in capital
|
1,947,201
|
|
|
1,993,760
|
|
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Accumulated other comprehensive (loss) income
|
(7,891
|
)
|
|
1,543
|
|
||
Distributions in excess of retained earnings
|
(307,706
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)
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(268,991
|
)
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||
Total Company stockholders' equity
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$
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1,632,688
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$
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1,727,429
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Non-controlling interests
|
17,505
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15,929
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|
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Total equity
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$
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1,650,193
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$
|
1,743,358
|
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Total liabilities and equity
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$
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3,089,495
|
|
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$
|
3,005,945
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Three Months Ended March 31,
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||||||
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2016
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2015
|
||||
Revenues:
|
|
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Rooms revenues
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$
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159,318
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$
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153,090
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Food and beverage revenues
|
63,468
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|
62,253
|
|
||
Other revenues
|
12,249
|
|
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12,531
|
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Total revenues
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$
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235,035
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$
|
227,874
|
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Expenses:
|
|
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||||
Rooms expenses
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36,775
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35,187
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|
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Food and beverage expenses
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42,233
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40,187
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|
||
Other direct expenses
|
3,965
|
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4,265
|
|
||
Other indirect expenses
|
57,967
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53,258
|
|
||
Management and franchise fees
|
12,248
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11,451
|
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||
Total hotel operating expenses
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$
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153,188
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|
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$
|
144,348
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Depreciation and amortization
|
38,951
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|
|
36,387
|
|
||
Real estate taxes, personal property taxes and insurance
|
12,033
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|
|
12,193
|
|
||
Ground lease expense
|
1,353
|
|
|
1,275
|
|
||
General and administrative expenses
|
10,624
|
|
|
7,045
|
|
||
Acquisition transaction costs
|
140
|
|
|
29
|
|
||
Provision for asset impairment
|
7,594
|
|
|
—
|
|
||
Separation and other start-up related expenses
|
—
|
|
|
25,296
|
|
||
Total expenses
|
$
|
223,883
|
|
|
$
|
226,573
|
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Operating income
|
$
|
11,152
|
|
|
$
|
1,301
|
|
Gain on sale of investment properties
|
882
|
|
|
—
|
|
||
Other income
|
84
|
|
|
2,687
|
|
||
Interest expense
|
(12,840
|
)
|
|
(13,181
|
)
|
||
Loss on extinguishment of debt
|
(4,742
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)
|
|
(105
|
)
|
||
Loss before income taxes
|
$
|
(5,464
|
)
|
|
$
|
(9,298
|
)
|
Income tax expense
|
(3,705
|
)
|
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(5,079
|
)
|
||
Net loss from continuing operations
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$
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(9,169
|
)
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|
$
|
(14,377
|
)
|
Net loss from discontinued operations
|
—
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|
|
(489
|
)
|
||
Net loss
|
$
|
(9,169
|
)
|
|
$
|
(14,866
|
)
|
Less: Net loss attributable to non-controlling interests
|
254
|
|
|
—
|
|
||
Net loss attributable to the Company
|
$
|
(8,915
|
)
|
|
$
|
(14,866
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Basic and diluted earnings per share
|
|
|
|
||||
Loss from continuing operations available to common stockholders
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
Loss from discontinued operations available to common stockholders
|
—
|
|
|
—
|
|
||
Net loss per share available to common stockholders
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
Weighted average number of common shares (basic and diluted)
|
109,732,721
|
|
|
112,964,557
|
|
||
|
|
|
|
||||
Comprehensive Loss:
|
|
|
|
||||
Net loss
|
$
|
(9,169
|
)
|
|
$
|
(14,866
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Unrealized loss on interest rate derivative instruments
|
(9,434
|
)
|
|
—
|
|
||
|
$
|
(18,603
|
)
|
|
$
|
(14,866
|
)
|
Comprehensive loss attributable to non-controlling interests:
|
|
|
|
||||
Non-controlling interests in consolidated entities
|
254
|
|
|
—
|
|
||
Comprehensive loss attributable to non-controlling interests
|
254
|
|
|
—
|
|
||
Comprehensive loss attributable to the Company
|
$
|
(18,349
|
)
|
|
$
|
(14,866
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|
Non-controlling Interests
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional paid in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Distributions in excess of retained earnings
|
|
Operating Partnership
|
|
Consolidated Joint Venture
|
|
Total Non-controlling Interests
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2016
|
111,671,372
|
|
|
$
|
1,117
|
|
|
$
|
1,993,760
|
|
|
$
|
1,543
|
|
|
$
|
(268,991
|
)
|
|
$
|
2,593
|
|
|
$
|
13,336
|
|
|
$
|
15,929
|
|
|
$
|
1,743,358
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,915
|
)
|
|
(90
|
)
|
|
(164
|
)
|
|
(254
|
)
|
|
(9,169
|
)
|
||||||||
Repurchase of common shares, net
|
(3,390,500
|
)
|
|
(34
|
)
|
|
(49,253
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,287
|
)
|
||||||||
Dividends, common shares / units ($0.275)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,800
|
)
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|
(29,882
|
)
|
||||||||
Share-based compensation
|
82,453
|
|
|
1
|
|
|
2,694
|
|
|
—
|
|
|
—
|
|
|
1,571
|
|
|
—
|
|
|
1,571
|
|
|
4,266
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,434
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,434
|
)
|
||||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
341
|
|
|
341
|
|
||||||||
Balance at March 31, 2016
|
108,363,325
|
|
|
$
|
1,084
|
|
|
$
|
1,947,201
|
|
|
$
|
(7,891
|
)
|
|
$
|
(307,706
|
)
|
|
$
|
3,992
|
|
|
$
|
13,513
|
|
|
$
|
17,505
|
|
|
$
|
1,650,193
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,169
|
)
|
|
$
|
(14,866
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
38,199
|
|
|
35,301
|
|
||
Amortization of above and below market leases and other lease tangibles
|
775
|
|
|
1,047
|
|
||
Amortization of debt premiums, discounts, and financing costs
|
1,003
|
|
|
1,169
|
|
||
Loss on extinguishment of debt
|
4,742
|
|
|
105
|
|
||
Gain on sale of investment property, net
|
(882
|
)
|
|
—
|
|
||
Provision for asset impairment
|
7,594
|
|
|
—
|
|
||
Share-based compensation expense
|
2,697
|
|
|
1,674
|
|
||
Other non-cash adjustments
|
109
|
|
|
(578
|
)
|
||
Prepayment penalties and defeasance
|
(4,813
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts and rents receivable
|
(8,356
|
)
|
|
(8,643
|
)
|
||
Deferred costs and other assets
|
886
|
|
|
(2,280
|
)
|
||
Accounts payable and accrued expenses
|
(5,582
|
)
|
|
(10,624
|
)
|
||
Other liabilities
|
6,176
|
|
|
2,631
|
|
||
Net cash flows provided by operating activities
|
$
|
33,379
|
|
|
$
|
4,936
|
|
Cash flows from investing activities:
|
|
|
|
||||
Purchase of investment properties
|
(116,000
|
)
|
|
—
|
|
||
Capital expenditures and tenant improvements
|
(7,268
|
)
|
|
(17,083
|
)
|
||
Investment in development projects
|
—
|
|
|
(11,473
|
)
|
||
Proceeds from sale of investment properties
|
30,899
|
|
|
—
|
|
||
Restricted cash and escrows
|
4,189
|
|
|
4,352
|
|
||
Other assets
|
—
|
|
|
1,319
|
|
||
Net cash flows used in investing activities
|
$
|
(88,180
|
)
|
|
$
|
(22,885
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Distribution to InvenTrust Properties Corp.
|
—
|
|
|
(23,505
|
)
|
||
Contribution from InvenTrust Properties Corp.
|
—
|
|
|
176,805
|
|
||
Proceeds from mortgage debt and notes payable
|
71,258
|
|
|
7,465
|
|
||
Payoffs of mortgage debt
|
(27,775
|
)
|
|
(26,315
|
)
|
||
Principal payments of mortgage debt
|
(874
|
)
|
|
(2,236
|
)
|
||
Proceeds from unsecured term loan
|
125,000
|
|
|
—
|
|
||
Payment of loan fees and deposits
|
(723
|
)
|
|
(2,926
|
)
|
||
Contributions from non-controlling interests
|
341
|
|
|
584
|
|
||
Proceeds from issuance of preferred shares, net of offering costs
|
—
|
|
|
102
|
|
||
Repurchase of common shares
|
(49,287
|
)
|
|
(36,946
|
)
|
||
Dividends, common shares/units
|
(25,684
|
)
|
|
—
|
|
||
Distributions paid to non-controlling interests
|
(33
|
)
|
|
—
|
|
||
Net cash flows provided by financing activities
|
$
|
92,223
|
|
|
$
|
93,028
|
|
Net increase in cash and cash equivalents
|
37,422
|
|
|
75,079
|
|
||
Cash and cash equivalents, at beginning of year
|
122,154
|
|
|
163,053
|
|
||
Cash and cash equivalents, at March 31, 2016 and 2015
|
$
|
159,576
|
|
|
$
|
238,132
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for taxes
|
$
|
325
|
|
|
$
|
106
|
|
Cash paid for interest
|
10,003
|
|
|
11,676
|
|
||
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,087
|
|
|
$
|
6,083
|
|
Assumption of unsecured line of credit facility by InvenTrust Properties Corp.
|
—
|
|
|
(96,020
|
)
|
||
Non-cash net distributions to InvenTrust Properties Corp.
|
—
|
|
|
1,220
|
|
||
Distributions payable
|
29,882
|
|
|
16,720
|
|
||
Deposit applied to purchase price of hotel property upon acquisition
|
20,000
|
|
|
—
|
|
|
March 31, 2016
|
||
Building and improvements
|
$
|
103,847
|
|
Furniture, fixtures, and equipment
|
10,238
|
|
|
Intangibles and other assets
|
21,915
|
|
|
Total purchase price
|
$
|
136,000
|
|
|
March 31, 2016
|
||
Revenue
|
$
|
3,457
|
|
Net loss (excluding acquisition costs)
|
$
|
(924
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
235,329
|
|
|
$
|
240,490
|
|
Net loss attributable to common stockholders
(1)
|
$
|
(9,172
|
)
|
|
$
|
(19,235
|
)
|
Net loss per share attributable to common stockholders - basic and diluted
|
$
|
(0.08
|
)
|
|
$
|
(0.17
|
)
|
Weighted average number of common shares - basic and diluted
|
109,732,721
|
|
|
112,964,557
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Land
|
|
$
|
27,611
|
|
|
$
|
28,287
|
|
Building and other improvements
|
|
97,664
|
|
|
161,396
|
|
||
Total
|
|
$
|
125,275
|
|
|
$
|
189,683
|
|
Less accumulated depreciation
|
|
(41,947
|
)
|
|
(63,617
|
)
|
||
Net investment properties
|
|
$
|
83,328
|
|
|
$
|
126,066
|
|
Restricted cash and escrows
|
|
—
|
|
|
305
|
|
||
Accounts and rents receivable, net
|
|
689
|
|
|
536
|
|
||
Deferred costs and other assets
|
|
999
|
|
|
1,527
|
|
||
Total assets held for sale
|
|
$
|
85,016
|
|
|
$
|
128,434
|
|
|
|
|
|
|
||||
Debt
|
|
$
|
—
|
|
|
$
|
27,775
|
|
Accounts payable and accrued expenses
|
|
1,372
|
|
|
2,267
|
|
||
Other liabilities
|
|
283
|
|
|
368
|
|
||
Total liabilities of assets held for sale
|
|
$
|
1,655
|
|
|
$
|
30,410
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Net investment properties
|
$
|
73,695
|
|
|
$
|
74,592
|
|
Other assets
|
3,234
|
|
|
2,548
|
|
||
Total assets
|
$
|
76,929
|
|
|
$
|
77,140
|
|
Mortgages, notes and margins payable
|
(46,200
|
)
|
|
(45,734
|
)
|
||
Other liabilities
|
(2,415
|
)
|
|
(2,848
|
)
|
||
Total liabilities
|
$
|
(48,615
|
)
|
|
$
|
(48,582
|
)
|
Net assets
|
$
|
28,314
|
|
|
$
|
28,558
|
|
|
Three Months Ended March 31, 2015
|
||
General and administrative allocation (a)
|
$
|
1,135
|
|
Transition services fees (b)
|
255
|
|
(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. Following the spin-off, the Company was not allocated any further general and administrative expenses.
|
(b)
|
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.
|
|
|
|
|
|
|
|
Balance Outstanding as of
|
|||||||
|
Rate Type
|
|
Rate
(1)
|
|
Maturity Date
|
|
March 31, 2016
|
|
December 31, 2015
|
|||||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|||||
Renaissance Atlanta Waverly Hotel & Convention Center
|
Fixed
|
|
5.50
|
%
|
|
12/6/2016
|
|
$
|
97,000
|
|
|
$
|
97,000
|
|
Renaissance Austin Hotel
|
Fixed
|
|
5.51
|
%
|
|
12/8/2016
|
|
83,000
|
|
|
83,000
|
|
||
Courtyard Pittsburgh Downtown
|
Fixed
|
|
4.00
|
%
|
|
3/1/2017
|
|
22,437
|
|
|
22,607
|
|
||
Marriott Griffin Gate Resort & Spa
(2)
|
Variable
|
|
2.94
|
%
|
|
3/23/2017
|
|
34,192
|
|
|
34,374
|
|
||
Courtyard Birmingham Downtown at UAB
|
Fixed
|
|
5.25
|
%
|
|
4/1/2017
|
|
13,276
|
|
|
13,353
|
|
||
Hilton University of Florida Conference Center Gainesville
(3)
|
Fixed
|
|
6.46
|
%
|
|
2/1/2018
|
|
—
|
|
|
27,775
|
|
||
Fairmont Dallas
|
Variable
|
|
2.44
|
%
|
|
4/10/2018
|
|
56,041
|
|
|
56,217
|
|
||
Residence Inn Denver City Center
|
Variable
|
|
2.69
|
%
|
|
4/17/2018
|
|
45,210
|
|
|
45,210
|
|
||
Marriott Dallas City Center
|
Variable
|
|
2.69
|
%
|
|
5/24/2018
|
|
40,090
|
|
|
40,090
|
|
||
Bohemian Hotel Savannah Riverfront
|
Variable
|
|
2.79
|
%
|
|
12/17/2018
|
|
27,480
|
|
|
27,480
|
|
||
Andaz Savannah
|
Variable
|
|
2.44
|
%
|
|
1/14/2019
|
|
21,500
|
|
|
21,500
|
|
||
Hotel Monaco Denver
|
Variable
|
|
2.54
|
%
|
|
1/17/2019
|
|
41,000
|
|
|
41,000
|
|
||
Hotel Monaco Chicago
|
Variable
|
|
2.69
|
%
|
|
1/17/2019
|
|
26,000
|
|
|
26,000
|
|
||
Hyatt Regency Santa Clara
|
Variable
|
|
2.44
|
%
|
|
1/20/2019
|
|
60,200
|
|
|
60,200
|
|
||
Loews New Orleans Hotel
|
Variable
|
|
2.79
|
%
|
|
2/22/2019
|
|
37,500
|
|
|
37,500
|
|
||
Andaz Napa
|
Variable
|
|
2.54
|
%
|
|
3/21/2019
|
|
38,000
|
|
|
38,000
|
|
||
Westin Galleria & Oaks Houston
|
Variable
|
|
2.94
|
%
|
|
5/1/2019
|
|
110,000
|
|
|
110,000
|
|
||
Marriott Charleston Town Center
|
Fixed
|
|
3.85
|
%
|
|
7/1/2020
|
|
16,760
|
|
|
16,877
|
|
||
Grand Bohemian Hotel Charleston (JV)
|
Variable
|
|
2.95
|
%
|
|
11/10/2020
|
|
19,950
|
|
|
19,950
|
|
||
Grand Bohemian Hotel Mountain Brook (JV)
|
Variable
|
|
2.94
|
%
|
|
12/27/2020
|
|
26,250
|
|
|
25,784
|
|
||
Hotel Palomar Philadelphia
(4)
|
Hedged
(8)
|
|
4.14
|
%
|
|
1/13/2023
|
|
60,000
|
|
|
—
|
|
||
Residence Inn Boston Cambridge
|
Fixed
|
|
4.48
|
%
|
|
10/28/2025
|
|
63,000
|
|
|
63,000
|
|
||
Grand Bohemian Hotel Orlando
(5)
|
Fixed
|
|
4.53
|
%
|
|
3/1/2026
|
|
60,000
|
|
|
49,360
|
|
||
Total Mortgage Loans
|
|
|
3.60
|
%
|
(6)
|
|
|
$
|
998,886
|
|
|
$
|
956,277
|
|
Mortgage Loan Premium / (Discounts)
(7)
|
—
|
|
—
|
|
|
—
|
|
(842
|
)
|
|
(661
|
)
|
||
Unamortized Deferred Financing Costs
|
—
|
|
—
|
|
|
—
|
|
(8,035
|
)
|
|
(8,305
|
)
|
||
Senior Unsecured Credit Facility
|
Variable
|
|
2.19
|
%
|
|
2/3/2019
|
|
—
|
|
|
—
|
|
||
Term Loan $175M
|
Hedged
(8)
|
|
2.89
|
%
|
|
2/15/2021
|
|
175,000
|
|
|
175,000
|
|
||
Term Loan $125M
(9)
|
Hedged
(8)
|
|
3.73
|
%
|
|
10/22/2022
|
|
125,000
|
|
|
—
|
|
||
Total Debt, net
(3)
|
|
|
3.52
|
%
|
(6)
|
|
|
$
|
1,290,009
|
|
|
$
|
1,122,311
|
|
(1)
|
Variable index is one month LIBOR.
|
(2)
|
In March 2016, the Company elected to exercise its rights under the terms of the mortgage loan to extend the maturity date to March 23, 2017.
|
(3)
|
The hotel was sold in February 2016, and the related debt was paid off with proceeds from the sale. The
$27.8 million
balance of the mortgage was included in liabilities associated with assets held for sale as of
December 31, 2015
.
|
(4)
|
In January 2016, the Company entered into a
$60 million
mortgage loan with an interest rate of LIBOR plus
260
basis points, maturing in January 2023. Simultaneously with the closing of the mortgage loan, the Company entered into an interest rate swap to fix LIBOR at
1.54%
for the entire term of the loan, for a combined rate of
4.14%
as of March 31, 2016.
|
(5)
|
In February 2016, the Company refinanced the mortgage with a new loan bearing a
4.53%
fixed interest rate and March 2026 maturity. Additional proceeds
|
(6)
|
Weighted average interest rate as of
March 31, 2016
.
|
(7)
|
Loan premiums/(discounts) on assumed mortgages recorded in purchase accounting.
|
(8)
|
LIBOR has been fixed over the life of the loan.
|
(9)
|
Funded
$125 million
in January 2016 in connection with the acquisition of the Hotel Commonwealth.
|
|
|
As of
March 31, 2016 |
|
Weighted
average
interest rate |
||
2016
|
|
$
|
180,000
|
|
|
5.50%
|
2017
|
|
69,905
|
|
|
3.72%
|
|
2018
|
|
168,821
|
|
|
2.62%
|
|
2019
|
|
334,200
|
|
|
2.69%
|
|
2020
|
|
62,960
|
|
|
3.19%
|
|
Thereafter
|
|
483,000
|
|
|
3.67%
|
|
Total Debt
|
|
1,298,886
|
|
|
3.52%
|
|
Total mortgage premiums and discounts, net
|
|
(842
|
)
|
|
—
|
|
Unamortized deferred financing costs
|
|
(8,035
|
)
|
|
—
|
|
Total Debt,
net of loan discounts, premiums and unamortized deferred financing costs
|
|
$
|
1,290,009
|
|
|
3.52%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value
|
||||||||
Hedged Debt
|
|
Type
|
|
Fixed Rate
|
|
Index
|
|
Effective Date
|
|
Maturity
|
|
Notional Amounts
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||
$175M Term Loan
|
|
Swap
|
|
1.30%
|
|
1-Month LIBOR + 1.50%
|
|
10/22/2015
|
|
2/15/2021
|
|
$
|
50,000
|
|
|
$
|
(638
|
)
|
|
$
|
604
|
|
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.50%
|
|
10/22/2015
|
|
2/15/2021
|
|
65,000
|
|
|
(797
|
)
|
|
817
|
|
|||
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.50%
|
|
10/22/2015
|
|
2/15/2021
|
|
60,000
|
|
|
(737
|
)
|
|
754
|
|
|||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
50,000
|
|
|
(1,827
|
)
|
|
(229
|
)
|
|||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(940
|
)
|
|
(145
|
)
|
|||
$125M Term Loan
|
|
Swap
|
|
1.84%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(930
|
)
|
|
(126
|
)
|
|||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(930
|
)
|
|
(132
|
)
|
|||
Mortgage Debt
|
|
Swap
|
|
1.54%
|
|
1-Month LIBOR + 2.60%
|
|
1/13/2016
|
|
1/13/2023
|
|
60,000
|
|
|
(1,092
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
360,000
|
|
|
$
|
(7,891
|
)
|
|
$
|
1,543
|
|
(1)
|
There were
no
amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge ineffectiveness testing during the
three months ended
March 31, 2016
.
|
•
|
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 Measurement Date
|
||
|
|
March 31, 2016
|
||
Description
|
|
Significant Unobservable Inputs (Level 2)
|
||
Liabilities
|
|
|
||
Interest rate swaps
|
|
(7,891
|
)
|
|
Total
|
|
$
|
(7,891
|
)
|
|
|
Fair Value at Measurement Date Using
|
||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
|
Significant
Unobservable Inputs (Level 3) |
|
Significant
Unobservable Inputs (Level 3) |
||||
Investment property
|
|
$
|
19,749
|
|
|
$
|
—
|
|
Total
|
|
$
|
19,749
|
|
|
$
|
—
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Mortgages payable
|
|
$
|
1,298,044
|
|
|
$
|
1,299,867
|
|
|
$
|
1,130,616
|
|
|
$
|
1,137,149
|
|
Total
|
|
$
|
1,298,044
|
|
|
$
|
1,299,867
|
|
|
$
|
1,130,616
|
|
|
$
|
1,137,149
|
|
Dividend per Share/Unit
|
|
For the Quarter Ended
|
|
Record Date
|
|
Payable Date
|
$0.275
|
|
March 31, 2016
|
|
March 31, 2016
|
|
April 15, 2016
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Numerator:
|
|
|
|
||||
Net loss from continuing operations
|
$
|
(9,169
|
)
|
|
$
|
(14,377
|
)
|
Net loss attributable to non-controlling interests
|
254
|
|
|
—
|
|
||
Dividends, unvested share-based compensation
|
(110
|
)
|
|
—
|
|
||
Net loss from continuing operations available to common stockholders
|
(9,025
|
)
|
|
(14,377
|
)
|
||
Net loss from discontinued operations, net of tax
|
—
|
|
|
(489
|
)
|
||
Net loss available to common stockholders
|
$
|
(9,025
|
)
|
|
$
|
(14,866
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted average shares outstanding - Basic and Diluted
|
109,732,721
|
|
|
112,964,557
|
|
||
|
|
|
|
||||
Basic and diluted earnings per share:
|
|
|
|
||||
Loss from continuing operations
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
Loss from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
Net loss per share
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
|
2014 Share Unit Plan Share Units
|
|
2015 Incentive Award Plan Restricted Stock Units
(1)
|
|
2015 Incentive Award Plan LTIP Units
(1)
|
|
Total
|
||||||||
Outstanding as of January 1, 2016
|
342,219
|
|
|
84,701
|
|
|
498,049
|
|
|
924,969
|
|
||||
Granted
|
—
|
|
|
155,861
|
|
|
742,591
|
|
|
898,452
|
|
||||
Vested
|
(94,685
|
)
|
|
(22,331
|
)
|
|
(61,665
|
)
|
|
(178,681
|
)
|
||||
Expired
|
—
|
|
|
—
|
|
|
(42,486
|
)
|
|
(42,486
|
)
|
||||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Outstanding as of March 31, 2016
|
247,534
|
|
|
218,231
|
|
|
1,136,489
|
|
|
1,602,254
|
|
||||
Vested as of March 31, 2016
|
103,662
|
|
|
22,331
|
|
|
85,066
|
|
|
211,059
|
|
||||
Weighted average fair value of outstanding shares/units
|
$
|
20.18
|
|
|
$
|
14.97
|
|
|
$
|
9.86
|
|
|
$
|
12.09
|
|
(1)
|
Includes time-based and performance-base units.
|
Performance Award Grant Date
|
|
Percentage of Total Award
|
|
Grant Date Fair Value by Component
(in dollars)
|
|
Volatility
|
|
Interest Rate
|
|
Dividend Yield
|
March 17, 2016
|
|
|
|
|
|
|
|
|
|
|
Absolute TSR Restricted Stock Units
|
|
25%
|
|
$6.88
|
|
31.42%
|
|
0.50% - 1.14%
|
|
7.12%
|
Relative TSR Restricted Stock Units
|
|
75%
|
|
$8.85
|
|
31.42%
|
|
0.50% - 1.14%
|
|
7.12%
|
Absolute TSR Class A LTIPs
|
|
25%
|
|
$7.06
|
|
31.42%
|
|
0.50% - 1.14%
|
|
7.12%
|
Relative TSR Class A LTIPs
|
|
75%
|
|
$8.95
|
|
31.42%
|
|
0.50% - 1.14%
|
|
7.12%
|
Number of Hotels by Region
(1)
|
Number of Rooms by Region
(1)
|
(1)
|
Represents the diversification of our hotel properties as defined by STR.
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2016
(2)
|
|
2015
(2)(3)(4)
|
||||||||||
Region
(1)
|
|
OCC
|
|
ADR
|
|
RevPAR
|
|
OCC
|
|
ADR
|
|
RevPAR
|
||
South Atlantic
|
|
76.2
|
%
|
|
$186.68
|
|
$142.33
|
|
77.4
|
%
|
|
$179.70
|
|
$139.17
|
West South Central
|
|
70.1
|
%
|
|
$193.94
|
|
$136.04
|
|
75.4
|
%
|
|
$194.69
|
|
$146.79
|
Pacific
|
|
77.4
|
%
|
|
$223.13
|
|
$172.77
|
|
71.4
|
%
|
|
$191.65
|
|
$136.77
|
Mountain
|
|
74.3
|
%
|
|
$177.77
|
|
$132.05
|
|
80.7
|
%
|
|
$178.33
|
|
$143.95
|
Other
|
|
64.4
|
%
|
|
$163.07
|
|
$105.01
|
|
65.7
|
%
|
|
$148.77
|
|
$97.81
|
Total
|
|
72.4
|
%
|
|
$191.67
|
|
$138.73
|
|
73.9
|
%
|
|
$182.16
|
|
$134.59
|
(1)
|
Represents our diversification of our hotel properties as defined by STR.
|
(2)
|
For hotels acquired during the period, operating results and statistics are only included since the respective date of acquisition. For hotels disposed of during the period, operating results and statistics are only included through the date of the respective disposition.
|
(3)
|
Upon completion of construction in the third and fourth quarters of 2015 the two hotels under development were included as of the end of the applicable period from the date their respective operations began.
|
(4)
|
The Andaz Napa had 682 room nights out of order in January 2015 as final repairs were completed related to the August 2014 Northern California earthquake.
|
|
Three Months Ended March 31,
|
|
|
||||||
|
2016
|
|
2015
|
|
Variance
|
||||
Number of properties at January 1
|
50
|
|
46
|
|
4
|
||||
Properties acquired
|
1
|
|
—
|
|
1
|
||||
Properties disposed
|
(1)
|
|
—
|
|
(1)
|
||||
Number of properties at March 31
|
50
|
|
46
|
|
4
|
||||
Number of rooms at January 1
(1)
|
12,548
|
|
12,636
|
|
(88)
|
||||
Rooms in properties acquired or added to portfolio upon completion of construction
(2)
|
248
|
|
3
|
|
245
|
||||
Rooms in properties disposed
|
(248)
|
|
—
|
|
(248)
|
||||
Number of rooms at March 31
|
12,548
|
|
12,639
|
|
(91)
|
||||
|
|
|
|
|
|
||||
Portfolio Statistics:
|
|
|
|
|
|
||||
Occupancy
(1) (3)
|
72.4
|
%
|
|
73.9
|
%
|
|
(2.0)%
|
||
ADR
(1) (3)
|
$
|
191.67
|
|
|
$
|
182.16
|
|
|
5.2%
|
RevPAR
(1) (3)
|
$
|
138.73
|
|
|
$
|
134.59
|
|
|
3.1%
|
(1)
|
The results for the
three months ended
March 31, 2016
, include the consolidated operating results of the Grand Bohemian Hotel Charleston that opened on August 27, 2015 and the Grand Bohemian Hotel Mountain Brook that opened on October 21, 2015.
|
(2)
|
The rooms additions include total number of rooms acquired and total number of rooms put into operations upon the completion of construction or renovation. During the
three months ended
March 31, 2016
, the Company acquired the Hotel Commonwealth that added 245 rooms to our portfolio, and three additional rooms were added to the Hyatt Regency Santa Clara upon completion of property improvements.
|
(3)
|
For hotels acquired during the applicable period, only includes operating statistics since the date of acquisition. For hotels disposed of during the period, operating results and statistics are only included through the date of the respective disposition.
|
|
Three Months Ended March 31,
|
|
|
|
|
||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
||||
Revenues:
|
|
|
|
|
|
|
|
||||
Room revenues
|
$
|
159,318
|
|
|
$
|
153,090
|
|
|
$6,228
|
|
4.1%
|
Food and beverage revenues
|
63,468
|
|
|
62,253
|
|
|
1,215
|
|
2.0%
|
||
Other revenues
|
12,249
|
|
|
12,531
|
|
|
(282)
|
|
(2.3)%
|
||
Total revenues
|
$
|
235,035
|
|
|
$
|
227,874
|
|
|
$7,161
|
|
3.1%
|
|
Three Months Ended March 31,
|
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
||||||
Room expenses
|
$
|
36,775
|
|
|
$
|
35,187
|
|
|
$
|
1,588
|
|
|
4.5%
|
Food and beverage expenses
|
42,233
|
|
|
40,187
|
|
|
2,046
|
|
|
5.1%
|
|||
Other direct expenses
|
3,965
|
|
|
4,265
|
|
|
(300
|
)
|
|
(7.0)%
|
|||
Other indirect expenses
|
57,967
|
|
|
53,258
|
|
|
4,709
|
|
|
8.8%
|
|||
Management and franchise fees
|
12,248
|
|
|
11,451
|
|
|
797
|
|
|
7.0%
|
|||
Total hotel operating expenses
|
$
|
153,188
|
|
|
$
|
144,348
|
|
|
$
|
8,840
|
|
|
6.1%
|
|
Three Months Ended March 31,
|
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
||||||
Depreciation and amortization
|
$
|
38,951
|
|
|
$
|
36,387
|
|
|
$
|
2,564
|
|
|
7.0%
|
Real estate taxes, personal property taxes and insurance
|
12,033
|
|
|
12,193
|
|
|
(160
|
)
|
|
(1.3)%
|
|||
Ground lease expense
|
1,353
|
|
|
1,275
|
|
|
78
|
|
|
6.1%
|
|||
General and administrative expenses
|
10,624
|
|
|
7,045
|
|
|
3,579
|
|
|
50.8%
|
|||
Acquisition transaction costs
|
140
|
|
|
29
|
|
|
111
|
|
|
382.8%
|
|||
Provision for asset impairment
|
7,594
|
|
|
—
|
|
|
7,594
|
|
|
100.0%
|
|||
Separation and other start-up related expenses
|
—
|
|
|
25,296
|
|
|
(25,296
|
)
|
|
(100.0)%
|
|||
Total corporate and other expenses
|
$
|
70,695
|
|
|
$
|
82,225
|
|
|
$
|
(11,530
|
)
|
|
(14.0)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
|||||||
Non-operating income and expenses:
|
|
|
|
|
|
|
|
|||||||
Gain on sale of investment properties
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
882
|
|
|
100.0
|
%
|
Other income
|
84
|
|
|
2,687
|
|
|
(2,603
|
)
|
|
(96.9
|
)%
|
|||
Interest expense
|
(12,840
|
)
|
|
(13,181
|
)
|
|
341
|
|
|
2.6
|
%
|
|||
Loss on extinguishment of debt
|
(4,742
|
)
|
|
(105
|
)
|
|
(4,637
|
)
|
|
—
|
|
|||
Income tax expense
|
(3,705
|
)
|
|
(5,079
|
)
|
|
1,374
|
|
|
27.1
|
%
|
|||
Net loss from discontinued operations
|
—
|
|
|
(489
|
)
|
|
489
|
|
|
100.0
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash flows provided by operating activities
|
$
|
33,379
|
|
|
$
|
4,936
|
|
Net cash flows used in investing activities
|
(88,180
|
)
|
|
(22,885
|
)
|
||
Net cash flows provided by financing activities
|
92,223
|
|
|
93,028
|
|
||
Increase in cash and cash equivalents
|
37,422
|
|
|
75,079
|
|
||
Cash and cash equivalents, at beginning of period
|
122,154
|
|
|
163,053
|
|
||
Cash and cash equivalents, at end of period
|
$
|
159,576
|
|
|
$
|
238,132
|
|
•
|
Cash provided by operating activities was
$33.4
million and
$4.9 million
for the
three months ended
March 31, 2016
and
2015
, respectively. Cash provided by operating activities for the
three months ended
March 31, 2016
increased due to (i) the non-recurring separation and other start-up related expenses of
$25.3 million
that were incurred in the first quarter of 2015 related to our separation from InvenTrust and (ii) an increase in cash flows generated from our hotel portfolio including cash flows generated by the three hotels acquired in July 2015, the two hotel developments that began operations in the third and fourth quarter of 2015, and the acquisition of the Hotel Commonwealth in January 2016. These increases were offset by lost operating cash flow attributable to the sale of one hotel in October 2015 and one hotel in February 2016.
|
•
|
Cash used in investing activities was
$88.2
million and
$22.9 million
for the
three months ended
March 31, 2016
,
and
2015
, respectively. Cash used in investing activities for the
three months ended
March 31, 2016
was primarily due to (i)
$7.3 million
in capital improvements at our hotel properties and
(ii) the acquisition of the Hotel Commonwealth for net cash at closing of $116 million, which was offset by (iii) proceeds of
$30.9 million
from the sale of one hotel in February 2016
. Cash used in investing activities during the
three months ended
March 31, 2015
was primarily due to capital improvements at our hotel and two development properties.
|
•
|
Cash provided by financing activities was
$92.2
million and
$93.0 million
for the
three months ended
March 31, 2016
, and
2015
, respectively. Cash provided by financing activities for the
three months ended
March 31, 2016
was primarily comprised of (i) proceeds from mortgage debt of
$71.3 million
and the
$125 million
funding of the term loan in January 2016, which was partially offset by (i) cash used for mortgage principal payments of
$0.9 million
, (ii) the payoff of
$27.8 million
in mortgage loans, (iii)
$49.3 million
used to repurchase common shares under the Repurchase Program and (iv) the payment of
$25.7 million
in dividends to common stockholders. Cash provided by financing activities for the three months ended March 31, 2015 was primarily comprised of a net contribution of $153.3 million from InvenTrust and proceeds from mortgage debt of $7.5 million, which was partially offset by cash used for mortgage principal payments of $2.2 million, the payoff a $26.3 million mortgage loan, and $36.9 million related to the repurchase of common shares in the Tender Offer.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net loss attributable to the Company
|
$
|
(8,915
|
)
|
|
$
|
(14,866
|
)
|
Adjustments:
|
|
|
|
||||
Interest expense
|
12,840
|
|
|
13,181
|
|
||
Income tax expense
|
3,705
|
|
|
5,079
|
|
||
Depreciation and amortization related to investment properties
|
38,951
|
|
|
36,387
|
|
||
Adjustments related to non-controlling interests
|
(312
|
)
|
|
—
|
|
||
EBITDA
|
$
|
46,269
|
|
|
$
|
39,781
|
|
Reconciliation to Adjusted EBITDA
|
|
|
|
||||
Impairment of investment properties
|
7,594
|
|
|
—
|
|
||
Gain on sale of investment property
|
(882
|
)
|
|
—
|
|
||
Loss on extinguishment of debt
|
4,742
|
|
|
105
|
|
||
Acquisition and pursuit costs
|
140
|
|
|
29
|
|
||
Amortization of share-based compensation expense
|
2,697
|
|
|
1,674
|
|
||
Amortization of above and below market ground leases
(1)
|
170
|
|
|
107
|
|
||
Gain from excess property insurance recovery
|
—
|
|
|
(276
|
)
|
||
Business interruption insurance recoveries, net
(2)
|
—
|
|
|
(2,324
|
)
|
||
EBITDA adjustment for hotels sold prior to spin-off
(1)
|
—
|
|
|
420
|
|
||
Management transition and severance expenses
|
1,890
|
|
|
—
|
|
||
Other non-recurring expenses
(3)
|
—
|
|
|
25,296
|
|
||
Adjusted EBITDA
|
$
|
62,620
|
|
|
$
|
64,812
|
|
(1)
|
Certain amounts were included or combined in the Adjusted EBITDA reconciliation for the
three months ended
March 31, 2015
for comparative purposes to the
three months ended
March 31, 2016
.
|
(2)
|
The business interruption insurance recovery for 2014 for the
three months ended
March 31, 2015
was $3.7 million, which is net of $1.4 million of hotel related expenses attributable to those hotels impacted by the August 2014 Napa Earthquake.
|
(3)
|
For the
three months ended
March 31, 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 a tender offer and other start-up costs incurred while transitioning to a stand-alone, publicly-traded company.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net loss attributable to the Company
|
$
|
(8,915
|
)
|
|
$
|
(14,866
|
)
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization related to investment properties
|
38,951
|
|
|
36,387
|
|
||
Impairment of investment property
|
7,594
|
|
|
—
|
|
||
Gain on sale of investment property
|
(882
|
)
|
|
—
|
|
||
Adjustments related to non-controlling interests
|
(224
|
)
|
|
—
|
|
||
FFO
|
$
|
36,524
|
|
|
$
|
21,521
|
|
Reconciliation to Adjusted FFO
|
|
|
|
||||
Loss on extinguishment of debt
|
$
|
4,742
|
|
|
$
|
105
|
|
Acquisition and pursuit costs
|
140
|
|
|
29
|
|
||
Loan related costs
(1)
|
1,003
|
|
|
1,169
|
|
||
Amortization of share-based compensation expense
|
2,697
|
|
|
1,674
|
|
||
Amortization of above and below market ground leases
(2)
|
170
|
|
|
107
|
|
||
Income tax related to restructuring
(3)
|
—
|
|
|
2,875
|
|
||
Business interruption proceeds net of hotel related expenses
(4)
|
—
|
|
|
(2,324
|
)
|
||
FFO adjustment for hotels sold prior to spin-off
(2)
|
—
|
|
|
420
|
|
||
Management transition and severance expenses
|
1,890
|
|
|
—
|
|
||
Other non-recurring expenses
(5)
|
—
|
|
|
25,296
|
|
||
Adjusted FFO
|
$
|
47,166
|
|
|
$
|
50,872
|
|
(1)
|
Loan related costs included amortization of debt discounts, premiums and deferred loan origination costs.
|
(2)
|
Certain amounts were included or combined in the Adjusted EBITDA reconciliation for the
three months ended
March 31, 2015
for comparative purposes to the
three months ended
March 31, 2016
.
|
(3)
|
For the
three months ended
March 31, 2015
, the Company recognized income tax expense of
$5.1 million
, of which $2.9 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 months ended
March 31, 2015
was $3.7 million which was net of $1.4 million of hotel related expenses attributable to those hotels impacted by the August 2014 Napa Earthquake.
|
(5)
|
For the
three months ended
March 31, 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 a tender offer and other start-up costs incurred while transitioning to a stand-alone, publicly-traded company.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Maturing debt
(1)(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt (mortgages and term loans)
|
$180,000
|
|
$35,712
|
|
$—
|
|
$—
|
|
$16,760
|
|
$483,000
|
|
$715,472
|
|
$663,514
|
Variable rate debt (mortgage loans)
|
—
|
|
34,193
|
|
168,821
|
|
334,200
|
|
46,200
|
|
—
|
|
583,414
|
|
636,353
|
Unsecured credit facility
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Total
|
$180,000
|
|
$69,905
|
|
$168,821
|
|
$334,200
|
|
$62,960
|
|
$483,000
|
|
$1,298,886
|
|
$1,299,867
|
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt (mortgages and term loans)
|
5.50%
|
|
4.46%
|
|
—
|
|
—
|
|
3.85%
|
|
3.67%
|
|
4.18%
|
|
3.17%
|
Variable rate debt (mortgage loans)
|
—
|
|
2.94%
|
|
2.62%
|
|
2.69%
|
|
2.94%
|
|
—
|
|
2.70%
|
|
3.33%
|
Unsecured credit facility
|
2.19%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
(1)
|
The debt maturity excludes net mortgage premiums and discounts of
$0.8 million
as of
March 31, 2016
.
|
(2)
|
See Item 7A of our most recent Annual Report on Form 10-K and Note
7
to our combined condensed consolidated financial statements included herein.
|
Period
|
|
Total Number of Shares Purchased
|
|
Weighted Average Price Paid Per Share
|
|
Total Numbers of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Program (in thousands)
|
||||||
January 1 to January 31, 2016
|
|
1,335,775
|
|
|
$
|
14.19
|
|
|
1,335,775
|
|
|
$
|
81,041
|
|
February 1 to February 29, 2016
|
|
1,414,517
|
|
|
$
|
14.30
|
|
|
1,414,517
|
|
|
$
|
60,810
|
|
March 1 to March 31, 2016
|
|
640,208
|
|
|
$
|
15.77
|
|
|
640,208
|
|
|
$
|
50,712
|
|
Total
|
|
3,390,500
|
|
|
$
|
14.54
|
|
|
3,390,500
|
|
|
|
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 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on November 12, 2015)
|
|
|
|
3.2
|
|
Articles of Restatement of Xenia Hotels & Resorts, Inc., as filed on November 10, 2015 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on November 12, 2015)
|
|
|
|
3.3
|
|
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)
|
|
|
|
10.1*+
|
|
Form of Time-Based Restricted Stock Unit Agreement
|
|
|
|
10.2*+
|
|
Form of Class A Performance LTIP Unit Agreement (2016)
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Xenia Hotels & Resorts, Inc.
|
|
|
|
May 11, 2016
|
|
|
|
|
|
/s/ Marcel Verbaas
|
|
Marcel Verbaas
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Atish Shah
|
|
Atish Shah
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|
*
|
Filed herewith
|
+
|
Management contract or compensatory plan
|
(i)
|
a material diminution in the Participant’s authority, duties or responsibilities;
|
(ii)
|
a material diminution in the Participant’s base salary or target annual bonus level; and
|
(iii)
|
the Participant being required to relocate his or her principal place of employment with the Company, the Partnership or any Subsidiary (as applicable) more than 50 miles from his or her principal place of employment immediately prior to the occurrence of the event constituting Good Reason.
|
Vesting Dates
(Anniversaries of Vesting Commencement Date)
|
|
Percentage of Total Award Vesting
|
First Anniversary
|
|
50%
|
Second Anniversary
|
|
50%
|
(i)
|
a material diminution in the Participant’s authority, duties or responsibilities;
|
(ii)
|
a material diminution in the Participant’s base salary or target annual bonus level; and
|
(iii)
|
the Participant being required to relocate his or her principal place of employment with the Company, the Partnership or any Subsidiary (as applicable) more than 50 miles from his or her principal place of employment immediately prior to the occurrence of the event constituting Good Reason.
|
Apple Hospitality REIT, Inc.
|
Chesapeake Lodging Trust
|
DiamondRock Hospitality Company
|
FelCor Lodging Trust Incorporated
|
Hersha Hospitality Trust
|
LaSalle Hotel Properties
|
Pebblebrook Hotel Trust
|
RLJ Lodging Trust
|
Sunstone Hotel Investors, Inc.
|
|
|
Company TSR
|
|
Absolute TSR Performance Vesting
|
||
|
|
< 6.0%
|
|
|
0
|
%
|
“Threshold Level”
|
|
6.0
|
%
|
|
14.29
|
%
|
“Target Level”
|
|
9.0
|
%
|
|
42.90
|
%
|
“Maximum Level”
|
|
>
13.0%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
Peer Group Relative
Performance |
|
Relative TSR Performance Vesting
Percentage |
|
|
|
< 30
th
Percentile
|
|
0
|
%
|
“Threshold Level”
|
|
30
th
Percentile
|
|
14.29
|
%
|
“Target Level”
|
|
50
th
Percentile
|
|
42.90
|
%
|
“Maximum Level”
|
|
≥
80
th
Percentile
|
|
100
|
%
|
1.
|
Complete the Section 83(b) election form (sample form follows) and make four (4) copies of the signed election form. (Your spouse, if any, should also sign the Section 83(b) election form.)
|
2.
|
Prepare a cover letter to the Internal Revenue Service (sample letter included, following election form).
|
3.
|
Send the cover letter with the originally executed Section 83(b) election form and
one (1) copy
via certified mail, return receipt requested to the Internal Revenue Service at the address of the Internal Revenue Service where you file your personal tax returns.
|
•
|
It is advisable that you have the package date-stamped at the post office. Enclose a self-addressed, stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you. However, your postmarked receipt is your proof of having timely filed the Section 83(b) election if you do not receive confirmation from the Internal Revenue Service.
|
4.
|
One (1) copy
must be sent
to XHR LP’s legal department for its records.
|
5.
|
Retain the Internal Revenue Service file stamped copy (when returned) for your records.
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of Xenia Hotels & Resorts, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
The registrant’s other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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
|
5.
|
The registrant’s other certifying officer(s) 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):
|
(a)
|
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
|
(b)
|
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.
|
/s/ MARCEL VERBAAS
|
Marcel Verbaas
|
President
and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of Xenia Hotels & Resorts, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
The registrant’s other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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
|
5.
|
The registrant’s other certifying officer(s) 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):
|
(a)
|
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
|
(b)
|
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.
|
/s/ ATISH SHAH
|
Atish Shah
|
Executive Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of XHR.
|
|
/s/ MARCEL VERBAAS
|
Marcel Verbaas
|
President
and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ ATISH SHAH
|
Atish Shah
|
Executive Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
|