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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 2700, 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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Title of Each Class:
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Name of Exchange on Which Registered:
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Item No.
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Part I
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Page
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Special Note Regarding Forward-Looking Statements
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Market and Industry Data
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Trademarks, Service Marks, and Tradenames
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Disclaimer
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Certain Defined Terms
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Consolidated Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions
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Item 14.
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Principal Accounting Fees and Services
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Part IV
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Item 15.
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Exhibits and Financial Statements Schedules
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Item 16.
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Summary of Form 10-K Disclosures
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Signatures
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•
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business, financial and operating risks inherent to real estate investments and the lodging industry;
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•
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seasonal and cyclical volatility in the lodging industry;
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•
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adverse changes in the energy industry that result in a sustained downturn of related businesses and corporate spending that may negatively impact our revenues and results of operations;
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•
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macroeconomic and other factors beyond our control that can adversely affect and reduce demand for hotel rooms;
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•
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contraction in the U.S. or global economy or low levels of economic growth;
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•
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levels of spending in business and leisure segments as well as consumer confidence;
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•
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declines in occupancy ("OCC") and average daily rate ("ADR");
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•
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fluctuations in the supply and demand for hotel rooms;
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•
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changes in the competitive environment in lodging industry, including due to consolidation of management companies and/or franchisors, and changes in the markets where we own hotels;
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•
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events beyond our control, such as war, terrorist attacks, travel-related health concerns and natural disasters;
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•
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our reliance on third-party hotel management companies to operate and manage our hotels;
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•
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our ability to maintain good relationships with our third-party hotel management companies and franchisors;
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•
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our failure to maintain brand operating standards;
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•
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our ability to maintain our brand licenses at our hotels;
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•
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relationships with labor unions and changes in labor laws;
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•
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loss of our senior management team or key personnel;
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•
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our ability to identify and consummate additional acquisitions and dispositions of hotels;
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•
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our ability to integrate and successfully operate hotel properties that we acquire and the risks associated with these hotel properties;
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•
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the impact of hotel renovations, repositionings, redevelopments and re-branding activities;
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•
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our ability to access capital for renovations and acquisitions on terms and at times that are acceptable to us;
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•
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the fixed cost nature of hotel ownership;
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•
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our ability to service, restructure or refinance our debt;
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•
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changes in interest rates and operating costs;
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•
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compliance with regulatory regimes and local laws;
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•
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uninsured or underinsured losses, including those relating to natural disasters, terrorism or cyber-attacks;
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•
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changes in distribution channels, such as through internet travel intermediaries or websites that facilitate the short-term rental of homes and apartments from owners;
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•
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the amount of debt that we currently have or may incur in the future;
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provisions in our debt agreements that may restrict the operation of our business;
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our organizational and governance structure;
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our status as a real estate investment trust ("REIT");
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•
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our taxable REIT subsidiary ("TRS") lessee structure;
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the cost of compliance with and liabilities under environmental, health and safety laws;
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•
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adverse litigation judgments or settlements;
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changes in real estate and zoning laws and increases in real property tax valuations or rates;
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changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs;
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changes in governmental regulations or interpretations thereof; and
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estimates relating to our ability to make distributions to our stockholders in the future.
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"ADR" or "average daily rate" means hotel room revenue divided by total number of rooms sold in a given period;
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"occupancy" means the total number of rooms sold in a given period divided by the total number of rooms available at a hotel or group of hotels;
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"RevPAR" or "revenue per available room" means hotel room revenue divided by room nights available to guests for a given period, and does not include non-room revenues such as food and beverage revenue or other operating revenues;
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"Top 25 Markets" refers to the top 25 U.S. lodging markets as defined by STR;
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an "upper midscale" hotel refers to an upper midscale hotel as defined by STR;
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an "upscale" hotel refers to an upscale hotel as defined by STR;
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an "urban upscale" hotel refers to a hotel located in an urban or similar high-density commercial area, such as a central business district, and defined as "upscale" or "upper midscale" by STR;
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an "upper upscale" hotel refers to an upper upscale hotel as defined by STR;
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a "luxury" hotel refers to a luxury hotel as defined by STR;
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an "independent" hotel refers to an independent hotel as defined by STR;
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a "lifestyle" hotel refers to an innovative hotel with a focus on providing a unique and individualized guest experience in a smaller footprint by combining traditional hotel services with modern technologies and placing an emphasis on local influence;
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a "premium full service hotel" refers to a hotel defined as "upper upscale" or "luxury" by STR, but excluding hotels referred to as "lifestyle" hotels, as defined above; and
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•
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"Aston," "Fairmont," "Hilton," "Hyatt," "Kimpton," "Loews," and "Marriott," mean Aston Hotels & Resorts LLC, Fairmont Hotels & Resorts, Hilton Worldwide Inc., Hyatt Corporation, Kimpton Hotel & Restaurant Group, LLC, Loews Hotels, Inc. and Marriott International, Inc., respectively, as well as their respective parents, subsidiaries or affiliates.
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•
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The Company was renamed and converted to a Maryland corporation;
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Our Operating Partnership was renamed and converted to a Delaware limited partnership;
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Certain of our TRS lessees were transferred from a subsidiary of InvenTrust to our TRS;
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Certain subsidiaries owning our hotels were transferred to our Operating Partnership from other subsidiaries of ours, which subsidiaries were transferred to subsidiaries of InvenTrust other than us;
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We classified and designated 125 shares of Series A Preferred Stock and issued 125 shares to 125 individual investors;
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•
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We issued 113,396,997 shares of our common stock to InvenTrust pursuant to a stock dividend effectuated prior to the Distribution; and
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•
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Certain subsidiaries that previously owned or leased the Suburban Select Service Portfolio (as defined below) or other hotels previously owned by us were transferred out of our Operating Partnership and our TRS and into subsidiaries of InvenTrust.
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(1)
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Ownership includes unvested LTIP partnership units, which may or may not vest based on the passage of time and meeting certain market-based performance objectives.
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Pursue Differentiated Investment Strategy Across Targeted Markets.
We use our management team’s network of relationships in the lodging industry, real estate brokers and our relationships with multiple hotel brands and management companies, among others, to source acquisition opportunities. When evaluating opportunities, we use a multi-pronged approach to investing that we believe provides us the flexibility to pursue attractive opportunities in a variety of markets across any point in the cycle. We consider the following characteristics when making investment decisions:
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Market Characteristics.
We seek opportunities across a range of urban and dense suburban areas, primarily in the Top 25 Markets and key leisure destinations, in the United States. We believe that this strategy provides us with a broader range of opportunities and allows us to target markets and sub-markets with particular positive characteristics, such as multiple demand generators, favorable supply and demand dynamics and attractive long-term projected RevPAR growth. We believe assets in the Top 25 Markets and key leisure destinations present attractive investment opportunities considering the favorable supply and demand dynamics, RevPAR growth trends and attractive valuations.
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Asset Characteristics.
We generally pursue hotels in the upper upscale and luxury segments that are affiliated with leading premium brands, as we believe these segments yield attractive risk-adjusted returns. Within these segments, we seek hotels that will provide guests with a distinctive lodging experience, tailored to reflect local market environments rather than investing in properties that are heavily dependent on conventions and group business. We seek properties with desirable locations within their markets, exceptional facilities, and other competitive advantages that are hard to replicate. We also favor properties that can be purchased below estimated replacement cost. We believe our focus on premium full service, lifestyle, and urban upscale assets, allows us to seek appropriate investments that are well suited for specific markets.
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Operational and Structural Characteristics.
We pursue both newly constructed assets that require limited capital investment, as well as more mature and complex properties with opportunities for our dedicated asset and project management teams to create value through more active operational oversight and targeted capital
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Drive Growth Through Aggressive Asset Management, In-House Project Management and Strategic Capital Investment.
We believe that investing in our properties and employing a proactive asset management approach designed to identify investment strategies will optimize internal growth opportunities. Our management team’s extensive industry experience across multiple brands and management companies coupled with our integrated asset management and project management teams, enable us to identify and implement value-add strategies, prudently invest capital in our assets to optimize operating results and leverage best practices across our portfolio.
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Aggressive Asset Management.
Our experienced asset management team focuses on driving property performance through revenue enhancement and cost containment efforts. Our ability to work with a wide variety of management and franchise companies provides us with the opportunity to benchmark performance across our portfolio in order to share best practices. While we do not operate our hotel properties directly, and under the terms of our hotel management agreements our ability to participate in operating decisions regarding our hotels is limited, we conduct regular revenue, sales, and financial performance reviews and also perform in-depth on-site reviews focused on ongoing operating margin improvement initiatives. We interact frequently with our management companies and on-site management personnel, including conducting regular meetings with key executives of our management companies and brands. We work to maximize the value of our assets through all aspects of the hotel operation and ancillary real estate opportunities.
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In-House Project Management.
By maintaining a dedicated in-house capital planning and project management team, we believe we are able to develop our capital plans and execute each renovation project at a lower cost and in a timelier manner than if we outsourced these services. In addition, our project management team has extensive experience in the ground-up development of hotel properties, providing both in-depth knowledge of building construction, as well as the opportunity for us to evaluate potential development opportunities. We view this as a significant competitive strength relative to many of our peers.
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Strategic Capital Investment to Enhance Portfolio Performance.
As part of our ongoing asset management activities, we continuously review opportunities to reinvest in our hotels to maintain quality, increase long-term value and generate attractive returns on invested capital. We also may opportunistically dispose of hotels to take advantage of market conditions or in situations where the hotels no longer fit within our strategic objectives. We believe our breadth of experience and integrated in-house asset management and project management teams are instrumental in our ability to acquire and operate assets and to capitalize on redevelopment opportunities.
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•
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changes in general economic conditions, including the severity and duration of any downturn in the U.S. or global economy and financial markets;
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•
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war, political conditions or civil unrest, terrorist activities or threats and heightened travel security measures instituted in response to these events;
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outbreaks of pandemic or contagious diseases, such as norovirus, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu), Ebola, and Zika virus;
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natural or man-made disasters, such as earthquakes, tsunamis, tornadoes, hurricanes, typhoons, floods, oil spills, and nuclear incidents;
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•
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delayed delivery or any material reduction or prolonged interruption of public utilities and services, including water and electric power;
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•
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decreased corporate or government travel-related budgets and spending and cancellations, deferrals or renegotiations of group business due to adverse changes in general economic conditions and/or changes in laws and regulations;
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decreased need for business-related travel due to innovations in business-related technology;
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low consumer confidence, high levels of unemployment or depressed real estate prices;
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competition from other hotels and alternative accommodations in the markets in which we operate;
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over-building of hotels in the markets in which we operate, which results in increased supply and will adversely affect occupancy and revenues at our hotels;
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•
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requirements for periodic capital reinvestment to repair and upgrade hotels;
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increases in operating costs due to inflation and other factors that may not be offset by increased room rates;
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•
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change in interest rates and the availability, cost and terms of financing;
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•
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the financial condition and general business condition of the airline, automotive and other transportation-related industries and its impact on travel;
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decreased airline capacities and routes;
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oil prices and travel costs;
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•
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statements, actions or interventions by governmental officials related to travel and corporate travel-related activities and the resulting negative public perception of such travel and activities; and
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•
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risks generally associated with the ownership of hotels and real estate, as we discuss in detail below.
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risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues;
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•
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changes in tax laws and property taxes, or an increase in the assessed valuation of a property for real estate tax purposes;
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adverse changes in the federal, state or local laws and regulations applicable to us, including those affecting zoning, fuel and energy consumption, water and environmental restrictions, and the related costs of compliance;
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changing market demographics;
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an inability to acquire and finance real estate assets on favorable terms, if at all;
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the ongoing need for owner funded capital improvements and expenditures to maintain or upgrade hotels;
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fluctuations in real estate values or potential impairments in the value of our assets;
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•
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acts of God, such as earthquakes, floods or other uninsured losses;
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war, political conditions or civil unrest, terrorist activities or threats and heightened travel security measures instituted in response to these events; and
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•
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changes in interest rates and availability, cost and terms of financing.
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we may abandon such activities and may be unable to recover expenses already incurred in connection with exploring such opportunities;
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•
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acquired, redeveloped, renovated or re-branded hotels may not initially be accretive to our results, and we and the hotel management companies may not successfully manage newly acquired, renovated, redeveloped, repositioned or re-branded hotels to meet our expectations;
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•
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we may be unable to quickly, effectively and efficiently integrate new acquisitions, particularly acquisitions of portfolios of hotels, into our existing operations;
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•
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our redevelopment, repositioning, renovation or re-branding activities may not be completed on schedule, which could result in increased debt service and other costs and lower revenues; and
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•
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management attention may be diverted by our acquisition, redevelopment, repositioning or re-branding activities, which in some cases may turn out to be less compatible with our growth strategy than originally anticipated.
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•
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credit spreads for major sources of capital may widen if stockholders demand higher risk premiums or interest rates could increase, due to inflationary expectations, resulting in an increased cost for debt financing;
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•
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our ability to borrow on terms and conditions that we find acceptable may be limited, which could result in our hotels generating lower overall economic returns and a reduced level of cash flow from what was anticipated at the time we acquired the asset, which could potentially impact our ability to make distributions to our stockholders, or pursue acquisition opportunities, among other things;
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•
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the amount of capital that is available to finance hotels could diminish, which, in turn, could lead to a decline in hotel values generally, slow hotel transaction activity, and reduce the loan to value ratio upon which lenders are willing to lend;
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•
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the value of certain of our hotels may decrease below the amounts we paid for them, which would limit our ability to dispose of hotels at attractive prices or to obtain debt financing secured by these hotels and could reduce our ability to finance our business;
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•
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the value and liquidity of short-term investments, if any, could be reduced as a result of the dislocation of the markets for our short-term investments and increased volatility in market rates for these investments or other factors; and
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•
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one or more counterparties to derivative financial instruments that we may enter into could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.
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•
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labor, tax, employee benefit, indemnification and other matters arising from our separation from InvenTrust;
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•
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intellectual property matters;
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employee recruiting and retention;
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•
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sales or distributions by InvenTrust of all or any portion of its ownership interest in us, which could be to one of our competitors;
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•
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business combinations involving our company; and
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•
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business opportunities that may be attractive to both InvenTrust and us.
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•
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our cash flows from operations may be insufficient to make required payments of principal and interest;
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•
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our debt and resulting maturities may increase our vulnerability to adverse economic and industry conditions;
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•
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we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing cash available for distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes;
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•
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the terms of any refinancing may not be in the same amount or on terms as favorable as the terms of the existing debt being refinanced;
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•
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we may be obligated to repay the debt pursuant to guarantee obligations; and
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•
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the use of leverage could adversely affect our ability to raise capital from other sources or to make distributions to our stockholders and could adversely affect the market price of our common stock.
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•
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our cash flow from operations will be insufficient to make required payments of principal and interest;
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•
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our debt may increase our vulnerability to adverse economic and industry conditions;
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we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing cash available for distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes;
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the terms of any refinancing may not be as favorable as the terms of the debt being refinanced; and
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the terms of our debt may limit our ability to make distributions to our stockholders and therefore adversely affect the market price of our shares.
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we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
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we could be subject to the U.S. federal alternative minimum tax and possibly increased state and local taxes; and
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unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status for the four taxable years following the year in which we failed to qualify as a REIT.
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•
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actual or anticipated differences in our operating results, liquidity, or financial condition;
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•
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changes in our revenues, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), Adjusted EBITDA ("Adjusted EBITDA"), Funds From Operations ("FFO"), Adjusted FFO ("Adjusted FFO"), or earnings estimates;
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•
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publication of research reports about us, our hotels or the lodging or overall real estate industry;
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failure to meet analysts’ revenue or earnings estimates;
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•
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the extent of institutional investor interest in us;
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•
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the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;
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•
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additions and departures of key personnel;
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•
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the performance and market valuations of other similar companies;
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strategic actions by us or our competitors, such as acquisitions or restructurings;
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•
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fluctuations in the stock price and operating results of our competitors;
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the passage of legislation or other regulatory developments that adversely affect us or our industry;
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•
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the realization of any of the other risk factors presented in this Annual Report;
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•
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speculation in the press or investment community;
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•
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changes in accounting principles;
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•
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events beyond our control, such as terrorist acts, wars, travel-related health concerns and natural disasters; and
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•
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general market and economic conditions, including factors unrelated to our operating performance.
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•
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actual receipt of an improper benefit or profit in money, property or services; or
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active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
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•
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"business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price and/or super majority stockholder voting requirements on these combinations; and
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•
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"control share" provisions that provide that "control shares" of our company (defined as voting shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding control shares) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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|
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Number of Hotels
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|
Number of Rooms
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|
Percentage of Total Rooms
|
|
Marriott
|
|
|
|
|
|
|
|
Autograph Collection
|
|
5
|
|
587
|
|
5.4
|
%
|
Courtyard by Marriott
|
|
4
|
|
630
|
|
5.8
|
%
|
Marriott
|
|
8
|
|
2,815
|
|
25.8
|
%
|
Renaissance
|
|
2
|
|
1,014
|
|
9.3
|
%
|
Residence Inn
|
|
3
|
|
637
|
|
5.8
|
%
|
Westin
|
|
2
|
|
893
|
|
8.2
|
%
|
Subtotal
|
|
24
|
|
6,576
|
|
60.3
|
%
|
|
|
|
|
|
|
|
|
Kimpton
|
|
7
|
|
1,123
|
|
10.3
|
%
|
|
|
|
|
|
|
|
|
Hyatt
|
|
|
|
|
|
|
|
Andaz
|
|
3
|
|
451
|
|
4.1
|
%
|
Hyatt Centric
|
|
1
|
|
120
|
|
1.1
|
%
|
Hyatt Regency
|
|
1
|
|
505
|
|
4.7
|
%
|
Subtotal
|
|
5
|
|
1,076
|
|
9.9
|
%
|
|
|
|
|
|
|
|
|
Aston
|
|
1
|
|
645
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|
Fairmont
|
|
1
|
|
545
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
Hilton
|
|
|
|
|
|
|
|
Hampton Inn
|
|
1
|
|
116
|
|
1.1
|
%
|
Hilton Garden Inn
|
|
1
|
|
300
|
|
2.7
|
%
|
Subtotal
|
|
2
|
|
416
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
Loews
|
|
1
|
|
285
|
|
2.6
|
%
|
Total branded
|
|
41
|
|
10,666
|
|
97.8
|
%
|
|
|
|
|
|
|
|
|
Independent
|
|
1
|
|
245
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
42
|
|
10,911
|
|
100.0
|
%
|
Hotel
|
|
Rooms
|
|
Year Acquired
|
|
State
|
|
Brand Parent Company
|
|
Hotel Management Company
(2)
|
|
Chain Scale Segment
(3)
|
Andaz Napa
(4)
|
|
141
|
|
2013
|
|
CA
|
|
Hyatt
|
|
Hyatt
|
|
L
|
Andaz San Diego
|
|
159
|
|
2013
|
|
CA
|
|
Hyatt
|
|
Hyatt
|
|
L
|
Andaz Savannah
(4)
|
|
151
|
|
2013
|
|
GA
|
|
Hyatt
|
|
Hyatt
|
|
L
|
Aston Waikiki Beach Hotel
(5)
|
|
645
|
|
2014
|
|
HI
|
|
Aston
|
|
Aston
|
|
U
|
Bohemian Hotel Celebration, an Autograph Collection Hotel
|
|
115
|
|
2013
|
|
FL
|
|
Marriott
|
|
Kessler
|
|
UU
|
Bohemian Hotel Savannah Riverfront, an Autograph Collection Hotel
(4)
|
|
75
|
|
2012
|
|
GA
|
|
Marriott
|
|
Kessler
|
|
UU
|
Canary Santa Barbara
|
|
97
|
|
2015
|
|
CA
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Courtyard Birmingham Downtown at UAB
|
|
122
|
|
2008
|
|
AL
|
|
Marriott
|
|
Courtyard
|
|
U
|
Courtyard Fort Worth Downtown / Blackstone
|
|
203
|
|
2008
|
|
TX
|
|
Marriott
|
|
Courtyard
|
|
U
|
Courtyard Kansas City Country Club Plaza
|
|
123
|
|
2007
|
|
MO
|
|
Marriott
|
|
Sage
|
|
U
|
Courtyard Pittsburgh Downtown
|
|
182
|
|
2010
|
|
PA
|
|
Marriott
|
|
Sage
|
|
U
|
Fairmont Dallas
(4)
|
|
545
|
|
2011
|
|
TX
|
|
Fairmont
|
|
Fairmont
|
|
L
|
Grand Bohemian Hotel Charleston, an Autograph Collection Hotel
(4)(6)
|
|
50
|
|
N/A
|
|
SC
|
|
Marriott
|
|
Kessler
|
|
UU
|
Grand Bohemian Hotel Mountain Brook, an Autograph Collection Hotel
(4)(6)
|
|
100
|
|
N/A
|
|
AL
|
|
Marriott
|
|
Kessler
|
|
UU
|
Grand Bohemian Hotel Orlando, an Autograph Collection Hotel
(4)
|
|
247
|
|
2012
|
|
FL
|
|
Marriott
|
|
Kessler
|
|
UU
|
Hampton Inn & Suites Baltimore Inner Harbor
|
|
116
|
|
2007
|
|
MD
|
|
Hilton
|
|
Urgo
|
|
UM
|
Hilton Garden Inn Washington DC Downtown
|
|
300
|
|
2008
|
|
DC
|
|
Hilton
|
|
Urgo
|
|
U
|
Hotel Commonwealth
(5)
|
|
245
|
|
2016
|
|
MA
|
|
Independent
|
|
Sage
|
|
I
|
Hotel Monaco Chicago
(4)
|
|
191
|
|
2013
|
|
IL
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Hotel Monaco Denver
(4)
|
|
189
|
|
2013
|
|
CO
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Hotel Monaco Salt Lake City
|
|
225
|
|
2013
|
|
UT
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Hotel Palomar Philadelphia
(4)
|
|
230
|
|
2015
|
|
PA
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Hyatt Centric Key West Resort & Spa
(7)
|
|
120
|
|
2013
|
|
FL
|
|
Hyatt
|
|
Hyatt
|
|
UU
|
Hyatt Regency Santa Clara
(4)(5)
|
|
505
|
|
2013
|
|
CA
|
|
Hyatt
|
|
Hyatt
|
|
UU
|
Loews New Orleans Hotel
(4)
|
|
285
|
|
2013
|
|
LA
|
|
Loews
|
|
Loews
|
|
L
|
Lorien Hotel & Spa
|
|
107
|
|
2013
|
|
VA
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Marriott Charleston Town Center
(4)(5)
|
|
352
|
|
2011
|
|
WV
|
|
Marriott
|
|
Marriott
|
|
UU
|
Marriott Chicago at Medical District / UIC
|
|
113
|
|
2008
|
|
IL
|
|
Marriott
|
|
Davidson
|
|
UU
|
Marriott Dallas City Center
(4)
|
|
416
|
|
2010
|
|
TX
|
|
Marriott
|
|
Marriott
|
|
UU
|
Marriott Griffin Gate Resort & Spa
|
|
409
|
|
2012
|
|
KY
|
|
Marriott
|
|
Marriott
|
|
UU
|
Marriott Napa Valley Hotel & Spa
|
|
275
|
|
2011
|
|
CA
|
|
Marriott
|
|
Sage
|
|
UU
|
Marriott San Francisco Airport Waterfront
|
|
688
|
|
2012
|
|
CA
|
|
Marriott
|
|
Marriott
|
|
UU
|
Marriott West Des Moines
|
|
219
|
|
2010
|
|
IA
|
|
Marriott
|
|
Concord
|
|
UU
|
Marriott Woodlands Waterway Hotel & Convention Center
(5)
|
|
343
|
|
2007
|
|
TX
|
|
Marriott
|
|
Marriott
|
|
UU
|
Renaissance Atlanta Waverly Hotel & Convention Center
|
|
522
|
|
2012
|
|
GA
|
|
Marriott
|
|
Renaissance
|
|
UU
|
Renaissance Austin Hotel
|
|
492
|
|
2012
|
|
TX
|
|
Marriott
|
|
Renaissance
|
|
UU
|
Residence Inn Baltimore Inner Harbor
|
|
188
|
|
2008
|
|
MD
|
|
Marriott
|
|
Urgo
|
|
U
|
Residence Inn Boston Cambridge
(4)
|
|
221
|
|
2008
|
|
MA
|
|
Marriott
|
|
Residence Inn
|
|
U
|
Residence Inn Denver City Center
(4)
|
|
228
|
|
2013
|
|
CO
|
|
Marriott
|
|
Sage
|
|
U
|
RiverPlace Hotel
|
|
84
|
|
2015
|
|
OR
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Westin Galleria Houston
(4)
|
|
487
|
|
2013
|
|
TX
|
|
Marriott
|
|
Westin
|
|
UU
|
Westin Oaks Houston at the Galleria
(4)
|
|
406
|
|
2013
|
|
TX
|
|
Marriott
|
|
Westin
|
|
UU
|
(1)
|
Includes only the hotels in our portfolio as of
December 31, 2016
. See "Basis of Presentation."
|
(2)
|
"Aston" refers to an affiliate of Aqua-Aston Hospitality; "Courtyard" refers to Courtyard Management Corporation; "Concord" refers to Concord Hospitality Enterprises Company; "Davidson" refers to Davidson Hotel Company LLC; "Fairmont" refers to Fairmont Hotels & Resorts (U.S.) Inc.; "Hyatt" refers to Hyatt Corporation; "Kessler" refers to Kessler Collection Management, LLC; "Kimpton" refers to Kimpton Hotel & Restaurant Group, LLC; "Loews" refers to Loews New Orleans Hotel Corp.; "Marriott" refers to Marriott Hotel Services, Inc.; "Renaissance" refers to Renaissance Hotel
|
(3)
|
"L" refers to Luxury; "UU" refers to Upper Upscale; "U" refers to Upscale; "UM" refers to Upper Midscale; "I" refers to Independent.
|
(4)
|
This property is subject to mortgage debt at
December 31, 2016
.
|
(5)
|
This hotel is subject to a ground lease that covers all or part of the land underlying the hotel. See "Part I-Item 2. Properties - Our Principal Agreements- Ground Leases" for more information.
|
(6)
|
The Company owns a 75% interest in the hotel, which is consolidated as a variable interest entity in our financial statements.
|
(7)
|
Previously known as the Hyatt Key West Resort and Spa. In November 2016, the hotel was rebranded the Hyatt Centric Key West Resort & Spa.
|
Property
|
|
Current Lease Term Expiration
|
|
Renewal Rights / Purchase Rights
|
|
Current Monthly Minimum or Base Rent
(1)
|
|
Base Rent Increases at Renewal
|
|
Lease Type
|
Ground lease: Entire Property
|
|
|
|
|
|
|
|
|
|
|
Aston Waikiki Beach Hotel
|
|
December 31, 2057
|
|
No renewal rights
(2)
|
|
$192,297
(3)
|
|
Not applicable
|
|
Triple Net
|
Hyatt Regency Santa Clara
|
|
April 30, 2035
|
|
4 x 10 years,
1 x 9 years (4) |
|
$60,119
|
|
No increase unless lessee exercises its option to expand at which time base rent will be increased by $800 for each additional hotel room in excess of 500
|
|
Triple Net
|
Marriott Charleston Town Center
|
|
December 11, 2032
|
|
4 x 10 years
|
|
$4,167
|
|
No increase unless hotel is expanded beyond 356 guest rooms, at which time rent shall increase on a pro rata basis
(5)
|
|
Triple Net
|
Hotel Commonwealth
|
|
December 19, 2087
|
|
None
|
|
$0.83
|
|
Not applicable
|
|
Triple Net
|
Ground lease: Partial Property
|
|
|
|
|
|
|
|
|
|
|
Convention Center at Marriott Woodlands Waterway Hotel & Convention Center
|
|
June 30, 2100
|
|
No renewal rights
(6)
|
|
$10,290
(7)
|
|
Not applicable
|
|
Triple Net
|
(1)
|
In addition to minimum rent, the Company may owe variable incentive rent. In particular, Hyatt Regency Santa Clara incurs variable incentive rent based on a percentage of rooms revenue and ballroom receipts, which has exceeded the minimum base rent for the years ended December 31, 2016, 2015 and 2014.
|
(2)
|
The Company has a right of first refusal to purchase the property, which must be exercised within 30 days of receiving the third party’s terms from Landlord.
|
(3)
|
For and during the period from January 1, 2006 to December 31, 2029, the Minimum Rent for each year is adjusted based on a calculation tied to the Consumer Price Index. From January 1, 2030 through the remainder of the lease terminating on December 31, 2057, the minimum rent will be redetermined each ten-year period. The monthly minimum or base rent in this chart is for the period from January 1, 2016 through December 31, 2016.
|
(4)
|
The Company has a right of first refusal to purchase all or a portion of certain areas covered by the two separate leases.
|
(5)
|
If the hotel is increased from 356 to 500 rooms, the new annual base rent will increase to $72 thousand.
|
(6)
|
The Company has a right of first refusal to purchase the property, which must be exercised within 60 days of receiving the third party’s terms from the landlord.
|
(7)
|
The base rent for each year is adjusted based on a calculation tied to the Consumer Price Index. The monthly minimum or base rent in this chart is for the period from January 1, 2016 through December 31, 2016.
|
|
|
2016
|
|
2015
|
||||||||
|
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
First Quarter
(1)
|
|
$16.19
|
|
$12.73
|
|
$0.275
|
|
$24.24
|
|
$20.12
|
|
$0.148
|
Second Quarter
|
|
$16.81
|
|
$14.60
|
|
$0.275
|
|
$24.39
|
|
$21.29
|
|
$0.230
|
Third Quarter
|
|
$17.96
|
|
$15.01
|
|
$0.275
|
|
$22.71
|
|
$17.11
|
|
$0.230
|
Fourth Quarter
|
|
$19.62
|
|
$14.98
|
|
$0.275
|
|
$19.09
|
|
$15.15
|
|
$0.230
|
(1)
|
For 2015, the first quarter only includes the period from February 4, 2015, the date of our listing on the NYSE, to March 31, 2015.
|
i.
|
90% of our REIT taxable income, determined before the deduction for dividends paid and excluding any net capital gain (which does not necessarily equal net income as calculated in accordance with Generally Accepted Accounting Principles ("GAAP")); plus
|
ii.
|
90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code; less
|
iii.
|
any excess non-cash income (as determined under the Code).
|
Dividend per Share/Unit
|
|
For the Quarter Ended
|
|
Record Date
|
|
Payable Date
|
$0.275
|
|
March 31, 2016
|
|
March 31, 2016
|
|
April 15, 2016
|
$0.275
|
|
June 30, 2016
|
|
June 30, 2016
|
|
July 15, 2016
|
$0.275
|
|
September 30, 2016
|
|
September 30, 2016
|
|
October 14, 2016
|
$0.275
|
|
December 31, 2016
|
|
December 31, 2016
|
|
January 13, 2017
|
(1)
|
For income tax purposes, dividends paid per share on our common stock in 2016 were 100% taxable as ordinary income.
|
Dividend per Share/Unit
|
|
For the Quarter Ended
|
|
Record Date
|
|
Payable Date
|
$0.148
(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
|
$0.23
|
|
December 31, 2015
|
|
December 31, 2015
|
|
January 15, 2016
|
(1)
|
For income tax purposes, dividends paid per share on our common stock in 2015 were 100% taxable as ordinary income.
|
(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 rounded to the nearest tenth of a penny.
|
Dividend per Share
|
|
For the Period Ended
|
|
Record Date
|
|
Payable Date
|
$61.11
(2)
|
|
June 30, 2015
|
|
June 15, 2015
|
|
June 30, 2015
|
$31.25
(3)
|
|
September 30, 2015
|
|
September 30, 2015
|
|
September 30, 2015
|
(1)
|
For income tax purposes, dividends paid per share on our preferred stock were 100% taxable as ordinary income.
|
(2)
|
Represents the Company's anticipated regular semi-annual dividend of
$62.50
per share, prorated for the period from January 5, 2015 through June 30, 2015.
|
(3)
|
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.
|
Name
|
|
Value of Investment at February 4, 2015
|
|
Value of Investment at December 31, 2015
|
|
Value of Investment at December 31, 2016
|
||||||
Xenia Hotels & Resorts, Inc.
|
|
$
|
100
|
|
|
$
|
77.55
|
|
|
$
|
105.36
|
|
DJUSHL REIT Index
|
|
$
|
100
|
|
|
$
|
72.24
|
|
|
$
|
85.80
|
|
Russell 2000 Index
|
|
$
|
100
|
|
|
$
|
95.34
|
|
|
$
|
113.91
|
|
FTSE NAREIT Equity Index
|
|
$
|
100
|
|
|
$
|
96.85
|
|
|
$
|
105.21
|
|
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)
|
||||||
October 1 to October 31, 2016
|
|
335,715
|
|
|
$
|
15.35
|
|
|
335,715
|
|
|
$
|
28,584
|
|
November 1 to November 30, 2016
|
|
165,000
|
|
|
$
|
15.52
|
|
|
165,000
|
|
|
$
|
101,024
|
|
December 1 to December 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
101,024
|
|
|
Total
|
|
500,715
|
|
|
$
|
15.41
|
|
|
500,715
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Room revenues
|
$
|
653,944
|
|
|
$
|
663,224
|
|
|
$
|
631,901
|
|
|
$
|
443,267
|
|
|
$
|
323,959
|
|
Food and beverage revenues
|
246,479
|
|
|
259,036
|
|
|
235,066
|
|
|
168,368
|
|
|
116,260
|
|
|||||
Other revenues
|
49,737
|
|
|
53,884
|
|
|
59,699
|
|
|
40,236
|
|
|
26,661
|
|
|||||
Total revenues
|
$
|
950,160
|
|
|
$
|
976,144
|
|
|
$
|
926,666
|
|
|
$
|
651,871
|
|
|
$
|
466,880
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Room expenses
|
146,050
|
|
|
148,492
|
|
|
140,128
|
|
|
96,444
|
|
|
70,165
|
|
|||||
Food and beverage expenses
|
161,699
|
|
|
167,840
|
|
|
158,243
|
|
|
114,011
|
|
|
78,080
|
|
|||||
Other direct expenses
|
12,848
|
|
|
17,984
|
|
|
28,556
|
|
|
21,110
|
|
|
17,401
|
|
|||||
Other indirect expenses
|
224,135
|
|
|
226,108
|
|
|
214,272
|
|
|
157,385
|
|
|
115,229
|
|
|||||
Management fees
|
47,605
|
|
|
49,818
|
|
|
52,104
|
|
|
37,683
|
|
|
26,827
|
|
|||||
Total hotel operating expenses
|
$
|
592,337
|
|
|
$
|
610,242
|
|
|
$
|
593,303
|
|
|
$
|
426,633
|
|
|
$
|
307,702
|
|
Depreciation and amortization
|
152,418
|
|
|
148,009
|
|
|
141,807
|
|
|
104,229
|
|
|
89,629
|
|
|||||
Real estate taxes, personal property taxes and insurance
|
46,248
|
|
|
49,717
|
|
|
44,625
|
|
|
29,763
|
|
|
22,382
|
|
|||||
Ground lease expense
|
5,447
|
|
|
5,204
|
|
|
5,541
|
|
|
1,923
|
|
|
2,126
|
|
|||||
General and administrative expenses
|
32,018
|
|
|
25,556
|
|
|
38,895
|
|
|
13,445
|
|
|
9,008
|
|
|||||
Business management fees
|
—
|
|
|
—
|
|
|
1,474
|
|
|
12,743
|
|
|
10,812
|
|
|||||
Acquisition transaction costs
|
154
|
|
|
5,046
|
|
|
1,192
|
|
|
2,275
|
|
|
751
|
|
|||||
Pre-opening expenses
|
—
|
|
|
1,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for asset impairments
|
10,035
|
|
|
—
|
|
|
5,378
|
|
|
49,145
|
|
|
—
|
|
|||||
Separation and other start-up related expenses
|
—
|
|
|
26,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total expenses
|
$
|
838,657
|
|
|
$
|
872,072
|
|
|
$
|
832,215
|
|
|
$
|
640,156
|
|
|
$
|
442,410
|
|
Operating income
|
$
|
111,503
|
|
|
$
|
104,072
|
|
|
$
|
94,451
|
|
|
$
|
11,715
|
|
|
$
|
24,470
|
|
Gain (loss) on sale of investment properties
|
30,195
|
|
|
43,015
|
|
|
693
|
|
|
—
|
|
|
(589
|
)
|
|||||
Other income (loss)
|
3,377
|
|
|
4,916
|
|
|
324
|
|
|
(1,113
|
)
|
|
798
|
|
|||||
Interest expense
|
(48,113
|
)
|
|
(50,816
|
)
|
|
(57,427
|
)
|
|
(52,792
|
)
|
|
(45,061
|
)
|
|||||
Loss on extinguishment of debt
|
(5,155
|
)
|
|
(5,761
|
)
|
|
(1,713
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in losses and gain on consolidation of unconsolidated entity, net
|
—
|
|
|
—
|
|
|
4,216
|
|
|
(33
|
)
|
|
(3,719
|
)
|
|||||
Income (loss) before income taxes
|
$
|
91,807
|
|
|
$
|
95,426
|
|
|
$
|
40,544
|
|
|
$
|
(42,223
|
)
|
|
$
|
(24,101
|
)
|
Income tax expense
|
(5,077
|
)
|
|
(6,295
|
)
|
|
(5,865
|
)
|
|
(3,619
|
)
|
|
(3,695
|
)
|
|||||
Net income (loss) from continuing operations
|
$
|
86,730
|
|
|
$
|
89,131
|
|
|
$
|
34,679
|
|
|
$
|
(45,842
|
)
|
|
$
|
(27,796
|
)
|
Net income (loss) from discontinued operations
|
—
|
|
|
(489
|
)
|
|
75,120
|
|
|
(5,626
|
)
|
|
(12,661
|
)
|
|||||
Net income (loss)
|
$
|
86,730
|
|
|
$
|
88,642
|
|
|
$
|
109,799
|
|
|
$
|
(51,468
|
)
|
|
$
|
(40,457
|
)
|
Non-controlling interests in consolidated entities (Note 5)
|
268
|
|
|
567
|
|
|
—
|
|
|
—
|
|
|
(5,689
|
)
|
|||||
Non-controlling interests of common units in Operating Partnership (Note 1)
|
(1,143
|
)
|
|
(451
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Net income (loss) attributable to non-controlling interests
|
$
|
(875
|
)
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,689
|
)
|
Net income (loss) attributable to Company
|
$
|
85,855
|
|
|
$
|
88,758
|
|
|
$
|
109,799
|
|
|
$
|
(51,468
|
)
|
|
$
|
(46,146
|
)
|
Distributions to preferred stockholders
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders
|
$
|
85,855
|
|
|
$
|
88,746
|
|
|
$
|
109,799
|
|
|
$
|
(51,468
|
)
|
|
$
|
(46,146
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations available to common stockholders
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.31
|
|
|
$
|
(0.40
|
)
|
|
$
|
(0.30
|
)
|
Income from discontinued operations available to common stockholders
|
—
|
|
|
—
|
|
|
0.66
|
|
|
(0.05
|
)
|
|
(0.11
|
)
|
|||||
Net income per share available to common stockholders
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.97
|
|
|
$
|
(0.45
|
)
|
|
$
|
(0.41
|
)
|
Weighted average number of common shares (basic)
|
108,012,708
|
|
|
111,989,686
|
|
|
113,397,997
|
|
|
113,397,997
|
|
|
113,397,997
|
|
|||||
Weighted average number of common shares (diluted)
|
108,142,998
|
|
|
112,138,223
|
|
|
113,397,997
|
|
|
113,397,997
|
|
|
113,397,997
|
|
|||||
Selected Balance Sheet Data as of December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment properties, excluding assets held for sale
(1)(2)
|
$
|
2,443,589
|
|
|
$
|
2,414,799
|
|
|
$
|
2,449,260
|
|
|
$
|
2,511,646
|
|
|
$
|
2,646,392
|
|
Cash and cash equivalents
|
$
|
216,054
|
|
|
$
|
122,154
|
|
|
$
|
163,053
|
|
|
$
|
89,169
|
|
|
$
|
65,004
|
|
Dividends declared on common stock
|
$
|
118,898
|
|
|
$
|
93,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total assets
(1)(2)
|
$
|
2,860,345
|
|
|
$
|
3,005,944
|
|
|
$
|
2,949,076
|
|
|
$
|
3,756,658
|
|
|
$
|
2,878,708
|
|
Total debt, excluding held for sale
(1)(2)
|
$
|
1,077,132
|
|
|
$
|
1,094,536
|
|
|
$
|
1,197,563
|
|
|
$
|
1,280,220
|
|
|
$
|
1,011,421
|
|
Total equity
|
$
|
1,651,567
|
|
|
$
|
1,743,358
|
|
|
$
|
1,520,921
|
|
|
$
|
1,818,255
|
|
|
$
|
1,217,977
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
(3)
|
$
|
287,328
|
|
|
$
|
293,010
|
|
|
$
|
241,348
|
|
|
$
|
165,476
|
|
|
$
|
201,589
|
|
Adjusted FFO
(3)
|
$
|
238,252
|
|
|
$
|
241,632
|
|
|
$
|
182,732
|
|
|
$
|
111,663
|
|
|
$
|
116,171
|
|
(1)
|
As of December 31, 2015, excludes the assets held for sale and the liabilities associated with assets held for sale for the nine hotels sold during the year ended December 31, 2016. As of December 31, 2014, 2013 and 2012, these assets were included in net investment properties, total assets, and total debt.
|
(2)
|
As of December 31, 2014, excludes the assets held for sale and the liabilities associated with assets held for sale for the Hilton University of Florida Conference Center Gainesville and the Hyatt Regency Orange County. As December 31, 2013 and 2012, these assets were included in net investment properties, total assets, and total debt.
|
(3)
|
See "Non-GAAP Financial Measures" below in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed description and reconciliation of Adjusted EBITDA and Adjusted FFO attributable to common stock and unit holders and a description of how these performance measures are useful to investors as key supplemental measures of our operating performance.
|
•
|
In January 2016, the Company acquired the 245-room Hotel Commonwealth in Boston, Massachusetts for $136 million. The purchase was partially funded with a $125 million, seven-year term loan, at closing.
|
•
|
In January 2016, the Company obtained a $60 million, seven-year mortgage on the Hotel Palomar Philadelphia.
|
•
|
In February 2016 the Company sold the 248-room Hilton University of Florida Conference Center Gainesville in Gainesville, Florida for $36 million. Upon sale, the Company paid off the $27.8 million mortgage loan collateralized by the hotel.
|
•
|
In February 2016, the Company refinanced the $49 million mortgage on the Grand Bohemian Hotel Orlando with a new loan and obtained an additional $11 million in proceeds.
|
•
|
In April 2016, the Company sold the 220-room DoubleTree by Hilton in Washington DC for $65 million.
|
•
|
In May, the Company sold the 223-room Embassy Suites Baltimore North / Hunt Valley in Maryland for $20 million.
|
•
|
In June 2016, the Company sold the 287-room Marriott Atlanta Century Center / Emory Area in Atlanta, Georgia and the 226-room Hilton Phoenix Suites in Phoenix, Arizona for a combined price of $50.8 million.
|
•
|
In June, the Company elected its prepayment option on the Courtyard Pittsburgh Downtown mortgage loan and repaid the outstanding balance of $22.3 million.
|
•
|
In September 2016, the Company paid off the $97 million mortgage loan collateralized by the
Renaissance Atlanta Waverly Hotel & Convention Center.
|
•
|
In October 2016, the Company paid off three mortgage loans, collateralized by Renaissance Austin Hotel, Courtyard Birmingham Downtown at UAB, and Marriott Griffin Gate Resort and Spa, which totaled $130 million.
|
•
|
In October 2016, the Company modified the loans collateralized by the Marriott Dallas City Center and the Hyatt Regency Santa Clara. The amendments resulted in $11 million and $30 million of additional proceeds, respectively, and extended the loan maturity dates to January 2022.
|
•
|
In 2016, the Company completed upgrades on the former Hyatt Key West Resort & Spa, which included the renovations of the Blue Mojito Bar, Jala Spa and the addition of two guest rooms. Following the expansive renovation, in November, the hotel was rebranded as a Hyatt Centric, part of Hyatt’s new lifestyle hotel concept.
|
•
|
In December 2016, the Company sold four hotels for an aggregate price of $118.5 million. This included the 195-room Hilton St. Louis Downtown at the Arch, the 148-room
Hampton Inn & Suites Denver Downtown, the 178-room Hilton Garden Inn Chicago North Shore/Evanston, and 162-room Homewood Suites by Hilton Houston Near the Galleria.
|
•
|
For the year
ended
December 31
, 2016
,
4,966,763
shares had been repurchased under the Repurchase Program, at a weighted average price
$14.89
per share for an aggregate purchase price of
$74 million
. As of December 31
, 2016, the Company had approximately
$101 million
remaining under its share repurchase authorization.
|
•
|
Room revenues - Represents the sale of room rentals at our hotel properties and accounts for a substantial majority of our total revenue. Occupancy and ADR are the major drivers of room revenue. The business mix and distribution channel mix of the hotels are significant determinants of ADR.
|
•
|
Food and beverage revenues - Occupancy and the type of customer staying at the hotel are the major drivers of food and beverage revenue (i.e., group business typically generates more food and beverage business through catering functions when compared to transient business, which may or may not utilize the hotel’s food and beverage outlets).
|
•
|
Other revenues - Represents ancillary revenue such as parking, telephone and other guest services, and tenant leases. Our transition to the Eleventh Revised Edition of USALI during the year ended December 31, 2015, resulted in resort fees being recorded in other revenues rather than room revenues. Occupancy and the nature of the property are the main drivers of other revenue.
|
•
|
Room expenses - These costs include housekeeping wages and payroll taxes, room supplies, laundry services and front desk costs. Similar to room revenue, occupancy is the major driver of room expense and as a result, room expense has a significant correlation to room revenue. These costs as a percentage of revenue can increase based on increases in salaries and wages, as well as on the level of service and amenities that are provided.
|
•
|
Food and beverage expenses - These expenses primarily include food, beverage and associated labor costs. Occupancy and the type of customer staying at the hotel are major drivers of food and beverage expense (i.e., catered functions generally are more profitable than on-property food and beverage outlet sales), which correlates closely with food and beverage revenue.
|
•
|
Other direct expenses - These expenses primarily include labor and other costs associated with other revenues, such as parking and other guest services.
|
•
|
Other indirect expenses - These expenses primarily include hotel costs associated with general and administrative, sales and marketing, information technology and telecommunications, repairs and maintenance and utility costs.
|
•
|
Management fees - Base management fees are computed as a percentage of gross revenue. The management fees also include incentive management fees, which are typically a percentage of net operating income (or similar measurement of hotel profitability) above an annual threshold based on our total capital investment in the hotel. Franchise fees are computed as a percentage of rooms revenue. See "Part I-Item 2. Our Principal Agreements."
|
•
|
Depreciation and amortization expense - These are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings, furniture, fixtures and equipment at our hotels, as well as certain corporate assets. Amortization expense primarily consists of amortization of acquired advance bookings, which are amortized over the life of the related lease or term.
|
•
|
Real estate taxes, personal property taxes and insurance - Real estate taxes, personal property taxes and insurance includes the payments due in the respective jurisdictions where our hotels are located, partially offset by refunds from prior year real estate tax appeals, and payments due under insurance policies for our hotel portfolio.
|
•
|
Ground lease expense - The ground lease expense represents the monthly base rent associated with land underlying our hotels and/or meeting facilities that we lease from third parties. It also includes the above and below market lease amortization for lease intangibles determined as part of the initial purchase price allocation at acquisition.
|
•
|
General and administrative expenses - General and administrative expenses primarily consists of compensation expense for our corporate staff and personnel supporting our business, office administrative and related expenses, state sales and franchise taxes, legal and professional fees, and other corporate costs. Corporate costs directly associated with Xenia’s principal executive offices, personnel and other administrative costs are reflected as general and administrative expense on the combined consolidated financial statements. Additionally, prior to our spin-off in February 2015, InvenTrust allocated to Xenia a portion of corporate overhead costs incurred by InvenTrust which
|
•
|
Business management fee - During the years ended December 31,
2014
and 2013, InvenTrust paid an annual business management fee to the Business Manager based on the average invested assets. We were allocated a portion of the business management fee based upon our percentage share of the average invested assets of InvenTrust. On March 12, 2014, InvenTrust entered into the Self-Management Transactions. After the Self-Management Transactions, our management team and our other employees ceased to be employed by the Business Manager or one of its affiliates and became our employees. In connection with the Self-Management Transactions, InvenTrust agreed with the Business Manager to terminate the management agreement with the Business Manager, hire all of the Business Manager’s employees and acquire the assets or rights necessary to conduct the functions previously performed for InvenTrust by the Business Manager. The Self-Management Transactions resulted in a final business management fee incurred in January 2014. As a result, we were not allocated a business management fee after January 2014.
|
•
|
Pre-opening expenses - Pre-opening expenses are
related to grand opening costs for ground-up development projects and are costs that are not capitalized. The Grand Bohemian Hotel Charleston and the Grand Bohemian Hotel Mountain Brook were completed and opened to the public in 2015.
|
•
|
Acquisition transaction costs - Acquisition transaction costs typically consist of legal fees, other professional fees, transfer taxes and other direct costs associated with our pursuit of hotel investments. As a result, these costs will vary depending on our level of ongoing acquisition activity.
|
•
|
Provision for asset impairment - Our real estate, intangible assets and other long-lived assets are generally held for the long-term. We assess the carrying values of our long-lived assets and evaluate these assets for impairment as discussed in "Critical Accounting Policies and Estimates." These evaluations have, in the past, resulted in impairment losses for certain of these assets based on the specific facts and circumstances surrounding those assets and our estimates of the fair value of those assets. Based on economic conditions or other factors applicable to a specific property, we may be required to take additional impairment losses to reflect further declines in our asset and/or investment values.
|
•
|
Separation and other startup related expenses - We incurred expenses related to our spin-off from InvenTrust in 2015. This included fees paid to unrelated third parties, the listing of our common stock on the NYSE, costs related to the tender offer and other startup costs incurred while transitioning to a stand-alone, publicly traded company.
|
•
|
Demand and economic conditions - Consumer demand for lodging, especially business travel, is closely linked to the performance of the overall economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and adverse political conditions can lower the revenues and profitability of our hotel operations. As a result, changes in consumer demand and general business cycles can subject and have subjected our revenues to significant volatility. See "Part I-Item 1A. Risk Factors - Risks Relating to Our Business and Industry."
|
•
|
Supply - New hotel room supply is an important factor that can affect the lodging industry’s performance. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. The addition of new competitive hotels affects the ability of existing hotels to drive growth in RevPAR, and thus profits. New
|
•
|
Third-party hotel managers - We depend on the performance of third-party hotel management companies that manage the operations of each of our hotels under long-term agreements. Our operating results could be materially and adversely affected if any of our third-party managers fail to provide quality services and amenities, or otherwise fail to manage our hotels in our best interest. We believe we have good relationships with our third-party managers and are committed to the continued growth and development of these relationships.
|
•
|
Fixed nature of expenses - Many of the expenses associated with operating our hotels are relatively fixed. These expenses include certain personnel costs, rent, property taxes, insurance and utilities, as well as sales and marketing expenses. If we are unable to decrease these costs significantly or rapidly when demand for our hotels decreases, the resulting decline in our revenues can have an adverse effect on our net cash flow, margins and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth.
|
•
|
Seasonality - The lodging industry is seasonal in nature, which can be expected to cause fluctuations in our hotel room revenues, occupancy levels, room rates, operating expenses and cash flows. The periods during which our hotels experience higher or lower levels of demand vary from property to property and depend upon location, type of property and competitive mix within the specific location. Based on historical results for our portfolio, our revenues and operating income are lowest during the first quarter of each year, which we expect to be consistent from year to year for our current portfolio.
|
•
|
Competition - The lodging industry is highly competitive. Our hotels compete with other hotels and alternative accommodations for guests in each of their markets based on a number of factors, including, among others, room rates, quality of accommodations, service levels and amenities, location, brand affiliation, reputation, and reservation systems. Competition is often specific to the individual markets in which our hotels are located and includes competition from existing and new hotels. We believe that hotels, such as those in our portfolio, will enjoy the competitive advantages associated with operating under nationally recognized brands.
|
Property
|
|
Date
|
|
Rooms (unaudited)
|
|
Gross Sale Price
|
||
Hilton University of Florida Conference Center Gainesville
(1)
|
|
02/2016
|
|
248
|
|
$
|
36,000
|
|
DoubleTree by Hilton Washington DC
(1)(2)
|
|
04/2016
|
|
220
|
|
65,000
|
|
|
Embassy Suites Baltimore North/Hunt Valley
(1)(2)
|
|
05/2016
|
|
223
|
|
20,000
|
|
|
Marriott Atlanta Century Center/Emory Area & Hilton Phoenix Suites
(1)(2)(3)
|
|
06/2016
|
|
513
|
|
50,750
|
|
|
Hilton St. Louis Downtown at the Arch
(1)
|
|
12/2016
|
|
195
|
|
21,500
|
|
|
Hampton Inn & Suites Denver Downtown, Hilton Garden Inn Chicago North Shore/Evanston, and Homewood Suites by Hilton Houston Near the Galleria
(1)(3)
|
|
12/2016
|
|
488
|
|
97,000
|
|
|
Total for the year ended December 31, 2016
|
|
|
|
1,887
|
|
290,250
|
|
|
|
|
|
|
|
|
|
||
Hyatt Regency Orange County
(1)
|
|
10/2015
|
|
656
|
|
137,000
|
|
|
Total for the year ended December 31, 2015
|
|
|
|
656
|
|
$
|
137,000
|
|
|
|
|
|
|
|
|
||
Crowne Plaza Charleston Airport - Convention Center
(1)(2)
|
|
05/2014
|
|
166
|
|
13,250
|
|
|
DoubleTree Suites Atlanta Galleria
(1)(2)
|
|
08/2014
|
|
154
|
|
12,600
|
|
|
Suburban Select Service Portfolio - 52 properties
(4)
|
|
11/2014
|
|
6,976
|
|
1,071,000
|
|
|
Holiday Inn Secaucus Meadowlands
(1)
|
|
12/2014
|
|
161
|
|
4,600
|
|
|
Total for the year ended December 31, 2014
|
|
|
|
7,457
|
|
$
|
1,101,450
|
|
(1)
|
Included in net income from continuing operations in the combined consolidated statements of operations and comprehensive income for the periods of ownership.
|
(2)
|
As part of the disposition of the hotel, the Company recognized a provision for asset impairment on the statement of operations and comprehensive income in the consolidated financial statements during the respective years ended December 31, 2016 and 2014.
|
(3)
|
The hotels were sold as part of a portfolio sales agreement.
|
(4)
|
Included in net income (loss) from discontinued operations in the combined consolidated statements of operations and comprehensive income for the periods of ownership.
|
Property
|
|
Location
|
|
Date
|
|
No. of Rooms
|
|
Purchase Price
|
||
Hotel Commonwealth
|
|
Boston, MA
|
|
01/2016
|
|
245
|
|
$
|
136,000
|
|
Total purchased in the year ended December 31, 2016
|
|
|
|
|
|
245
|
|
$
|
136,000
|
|
|
|
|
|
|
|
|
|
|
||
Canary Santa Barbara
(1)
|
|
Santa Barbara, CA
|
|
07/2015
|
|
97
|
|
$
|
80,000
|
|
Hotel Palomar Philadelphia
(1)
|
|
Philadelphia, PA
|
|
07/2015
|
|
230
|
|
100,000
|
|
|
RiverPlace Hotel
(1)
|
|
Portland, OR
|
|
07/2015
|
|
84
|
|
65,000
|
|
|
Total purchased in the year ended December 31, 2015
|
|
|
|
|
|
411
|
|
$
|
245,000
|
|
|
|
|
|
|
|
|
|
|
||
Aston Waikiki Beach Hotel
|
|
Honolulu, HI
|
|
02/2014
|
|
645
|
|
$
|
183,000
|
|
Key West Bottling Court
|
|
Key West, FL
|
|
11/2014
|
|
—
|
(2)
|
7,400
|
|
|
Total purchased in the year ended December 31, 2014
|
|
|
|
|
|
645
|
|
$
|
190,400
|
|
(1)
|
The hotel was acquired as part of a portfolio acquisition. Therefore, the property level purchase price was an allocation of the total purchase price for the portfolio acquired.
|
(2)
|
This is a retail building adjacent to our Hyatt Centric Key West Resort & Spa hotel, a portion of which is used for office space and a portion of which is leased to third party tenants.
|
|
Year Ended December 31,
|
|
|
||||||
|
2016
|
|
2015
|
|
Variance
|
||||
Number of properties at January 1
|
50
|
|
46
|
|
8.7%
|
||||
Properties acquired or added to portfolio upon completion of construction
(1)
|
1
|
|
5
|
|
(80.0)%
|
||||
Properties disposed
|
(9)
|
|
(1)
|
|
800.0%
|
||||
Number of properties at December 31
|
42
|
|
50
|
|
(16.0)%
|
||||
Number of rooms at January 1
|
12,548
|
|
12,636
|
|
(0.7)%
|
||||
Rooms in properties acquired or added to portfolio upon completion of construction
(1)(2)
|
250
|
|
568
|
|
(56.0)%
|
||||
Rooms in properties disposed
|
(1,887)
|
|
(656)
|
|
187.7%
|
||||
Number of rooms at December 31
|
10,911
|
|
12,548
|
|
(13.0)%
|
||||
|
|
|
|
|
|
||||
Portfolio Statistics:
|
|
|
|
|
|
||||
Occupancy
(1)(3)(4)
|
75.6
|
%
|
|
76.2
|
%
|
|
(60) bps
|
||
ADR
(1)(3)(4)
|
$
|
197.44
|
|
|
$
|
187.04
|
|
|
5.6%
|
RevPAR
(1)(3)(4)
|
$
|
149.32
|
|
|
$
|
142.59
|
|
|
4.7%
|
Hotel operating income (in thousands)
(5)
|
$
|
357,823
|
|
|
$
|
365,902
|
|
|
(2.2)%
|
(1)
|
The results for the year ended December 31, 2015, 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 22, 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.
|
(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.
|
(4)
|
Does not include hotel statistics for hotel dispositions classified as discontinued operations.
|
(5)
|
Hotel operating income represents the difference between total revenues and total hotel operating expenses.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||
Room revenues
|
$
|
653,944
|
|
|
$
|
663,224
|
|
|
$
|
(9,280
|
)
|
|
(1.4
|
)%
|
Food and beverage revenues
|
246,479
|
|
|
259,036
|
|
|
(12,557
|
)
|
|
(4.8
|
)%
|
|||
Other revenues
|
49,737
|
|
|
53,884
|
|
|
(4,147
|
)
|
|
(7.7
|
)%
|
|||
Total revenues
|
$
|
950,160
|
|
|
$
|
976,144
|
|
|
$
|
(25,984
|
)
|
|
(2.7
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
|||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
|||||||
Room expenses
|
$
|
146,050
|
|
|
$
|
148,492
|
|
|
$
|
(2,442
|
)
|
|
(1.6
|
)%
|
Food and beverage expenses
|
161,699
|
|
|
167,840
|
|
|
(6,141
|
)
|
|
(3.7
|
)%
|
|||
Other direct expenses
|
12,848
|
|
|
17,984
|
|
|
(5,136
|
)
|
|
(28.6
|
)%
|
|||
Other indirect expenses
|
224,135
|
|
|
226,108
|
|
|
(1,973
|
)
|
|
(0.9
|
)%
|
|||
Management and franchise fees
|
47,605
|
|
|
49,818
|
|
|
(2,213
|
)
|
|
(4.4
|
)%
|
|||
Total hotel operating expenses
|
$
|
592,337
|
|
|
$
|
610,242
|
|
|
$
|
(17,905
|
)
|
|
(2.9
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
|||||||
Depreciation and amortization
|
$
|
152,418
|
|
|
$
|
148,009
|
|
|
$
|
4,409
|
|
|
3.0
|
%
|
Real estate taxes, personal property taxes and insurance
|
46,248
|
|
|
49,717
|
|
|
(3,469
|
)
|
|
(7.0
|
)%
|
|||
Ground lease expense
|
5,447
|
|
|
5,204
|
|
|
243
|
|
|
4.7
|
%
|
|||
General and administrative expenses
|
32,018
|
|
|
25,556
|
|
|
6,462
|
|
|
25.3
|
%
|
|||
Acquisition transaction costs
|
154
|
|
|
5,046
|
|
|
(4,892
|
)
|
|
(96.9
|
)%
|
|||
Pre-opening expenses
|
—
|
|
|
1,411
|
|
|
(1,411
|
)
|
|
(100.0
|
)%
|
|||
Provision for asset impairment
|
10,035
|
|
|
—
|
|
|
10,035
|
|
|
100.0
|
%
|
|||
Separation and other start-up related expenses
|
—
|
|
|
26,887
|
|
|
(26,887
|
)
|
|
(100.0
|
)%
|
|||
Total corporate and other expenses
|
$
|
246,320
|
|
|
$
|
261,830
|
|
|
$
|
(15,510
|
)
|
|
(5.9
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Increase / (Decrease)
|
|
Variance
|
|||||||
Non-operating income and expenses:
|
|
|
|
|
|
|
|
|||||||
Gain on sale of investment properties
|
$
|
30,195
|
|
|
$
|
43,015
|
|
|
$
|
(12,820
|
)
|
|
(29.8
|
)%
|
Other income
|
3,377
|
|
|
4,916
|
|
|
(1,539
|
)
|
|
(31.3
|
)%
|
|||
Interest expense
|
(48,113
|
)
|
|
(50,816
|
)
|
|
2,703
|
|
|
5.3
|
%
|
|||
Loss on extinguishment of debt
|
(5,155
|
)
|
|
(5,761
|
)
|
|
606
|
|
|
10.5
|
%
|
|||
Income tax expense
|
(5,077
|
)
|
|
(6,295
|
)
|
|
1,218
|
|
|
19.3
|
%
|
|||
Net income (loss) from discontinued operations
|
—
|
|
|
(489
|
)
|
|
489
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|
|
||
|
2015
|
|
2014
|
|
Variance
|
Number of properties at January 1
|
46
|
|
48
|
|
(4.2)%
|
Properties acquired
|
5
|
|
1
|
|
400.0%
|
Properties disposed
|
(1)
|
|
(3)
|
|
(66.7)%
|
Number of properties at December 31
|
50
|
|
46
|
|
8.7%
|
Number of rooms at January 1
|
12,636
|
|
12,472
|
|
1.3%
|
Rooms in properties acquired
|
568
|
|
645
|
|
(11.9)%
|
Rooms in properties disposed
|
(656)
|
|
(481)
|
|
36.4%
|
Number of rooms at December 31
|
12,548
|
|
12,636
|
|
(0.7)%
|
|
|
|
|
|
|
Portfolio Statistics:
|
|
|
|
|
|
Occupancy
(1)(2)
|
76.2%
|
|
76.2%
|
|
—%
|
Average Daily Rate (ADR)
(1)(2)
|
$187.04
|
|
$176.80
|
|
5.8%
|
Revenue Per Available Room (RevPAR)
(1)(2)
|
$142.59
|
|
$134.73
|
|
5.8%
|
Hotel operating income (in thousands)
(3)
|
$365,902
|
|
$333,363
|
|
9.8%
|
(1)
|
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. Reflects a January 1 to December 31 fiscal calendar year for all hotels, including those operated by Marriott.
|
(2)
|
Does not include hotel statistics for hotel dispositions classified as discontinued operations.
|
(3)
|
Hotel operating income represents the difference between total revenues and total hotel operating expenses.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase/(Decrease)
|
|
Variance
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Room revenues
|
$
|
663,224
|
|
|
$
|
631,901
|
|
|
$
|
31,323
|
|
|
5.0
|
%
|
Food and beverage revenues
|
259,036
|
|
|
235,066
|
|
|
23,970
|
|
|
10.2
|
%
|
|||
Other revenues
|
53,884
|
|
|
59,699
|
|
|
(5,815
|
)
|
|
(9.7
|
)%
|
|||
Total revenues
|
$
|
976,144
|
|
|
$
|
926,666
|
|
|
$
|
49,478
|
|
|
5.3
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase/(Decrease)
|
|
Variance
|
|||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
|||||||
Room expenses
|
$
|
148,492
|
|
|
$
|
140,128
|
|
|
$
|
8,364
|
|
|
6.0
|
%
|
Food and beverage expenses
|
167,840
|
|
|
158,243
|
|
|
9,597
|
|
|
6.1
|
%
|
|||
Other direct expenses
|
17,984
|
|
|
28,556
|
|
|
(10,572
|
)
|
|
(37.0
|
)%
|
|||
Other indirect expenses
|
226,108
|
|
|
214,272
|
|
|
11,836
|
|
|
5.5
|
%
|
|||
Management fees
|
49,818
|
|
|
52,104
|
|
|
(2,286
|
)
|
|
(4.4
|
)%
|
|||
Total hotel operating expenses
|
$
|
610,242
|
|
|
$
|
593,303
|
|
|
$
|
16,939
|
|
|
2.9
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase/(Decrease)
|
|
Variance
|
|||||||
Depreciation and amortization
|
$
|
148,009
|
|
|
$
|
141,807
|
|
|
$
|
6,202
|
|
|
4.4
|
%
|
Real estate taxes, personal property taxes and insurance
|
49,717
|
|
|
44,625
|
|
|
5,092
|
|
|
11.4
|
%
|
|||
Ground lease expense
|
5,204
|
|
|
5,541
|
|
|
(337
|
)
|
|
(6.1
|
)%
|
|||
General and administrative expenses
|
25,556
|
|
|
38,895
|
|
|
(13,339
|
)
|
|
(34.3
|
)%
|
|||
Business management fees
|
—
|
|
|
1,474
|
|
|
(1,474
|
)
|
|
(100.0
|
)%
|
|||
Acquisition transaction costs
|
5,046
|
|
|
1,192
|
|
|
3,854
|
|
|
323.3
|
%
|
|||
Pre-opening expenses
|
1,411
|
|
|
—
|
|
|
1,411
|
|
|
100.0
|
%
|
|||
Provision for asset impairment
|
—
|
|
|
5,378
|
|
|
(5,378
|
)
|
|
(100.0
|
)%
|
|||
Separation and other start-up related expenses
|
26,887
|
|
|
—
|
|
|
26,887
|
|
|
100.0
|
%
|
|||
Total corporate and other expenses
|
$
|
261,830
|
|
|
$
|
238,912
|
|
|
$
|
22,918
|
|
|
9.6
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase/(Decrease)
|
|
Variance
|
|||||||
Gain on sale of investment properties
|
$
|
43,015
|
|
|
$
|
693
|
|
|
$
|
42,322
|
|
|
6,107.1
|
%
|
Other income
|
4,916
|
|
|
324
|
|
|
4,592
|
|
|
1,417.3
|
%
|
|||
Interest expense
|
(50,816
|
)
|
|
(57,427
|
)
|
|
6,611
|
|
|
11.5
|
%
|
|||
Loss on extinguishment of debt
|
(5,761
|
)
|
|
(1,713
|
)
|
|
(4,048
|
)
|
|
(236.3
|
)%
|
|||
Equity in losses and gain on consolidation of unconsolidated entity, net
|
—
|
|
|
4,216
|
|
|
(4,216
|
)
|
|
(100.0
|
)%
|
|||
Income tax expense
|
(6,295
|
)
|
|
(5,865
|
)
|
|
430
|
|
|
(7.3
|
)%
|
|||
Net income (loss) from discontinued operations
|
(489
|
)
|
|
75,120
|
|
|
(75,609
|
)
|
|
(100.7
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
86,730
|
|
|
$
|
88,642
|
|
|
$
|
109,799
|
|
Adjustments:
|
|
|
|
|
|
||||||
Interest expense
|
48,113
|
|
|
50,816
|
|
|
57,427
|
|
|||
Interest expense from unconsolidated entity
|
—
|
|
|
—
|
|
|
31
|
|
|||
Interest expense from discontinued operations
(1)
|
—
|
|
|
—
|
|
|
28,299
|
|
|||
Income tax expense
|
5,077
|
|
|
6,295
|
|
|
5,865
|
|
|||
Income tax expense related to discontinued operations
(1)
|
—
|
|
|
—
|
|
|
4,566
|
|
|||
Depreciation and amortization related to investment properties
|
152,274
|
|
|
148,009
|
|
|
141,807
|
|
|||
Depreciation and amortization related to investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
100
|
|
|||
Depreciation and amortization of discontinued operations
(1)
|
—
|
|
|
—
|
|
|
35,864
|
|
|||
Non-controlling interests in consolidated real estate entities
|
268
|
|
|
567
|
|
|
—
|
|
|||
Adjustments related to non-controlling interests in consolidated real estate entities
|
(1,259
|
)
|
|
(270
|
)
|
|
—
|
|
|||
EBITDA attributable to common stock and unit holders
|
$
|
291,203
|
|
|
$
|
294,059
|
|
|
$
|
383,758
|
|
Reconciliation to Adjusted EBITDA
|
|
|
|
|
|
||||||
Impairment of investment properties
|
10,035
|
|
|
—
|
|
|
5,378
|
|
|||
Gain on sale of investment property
|
(30,195
|
)
|
|
(43,015
|
)
|
|
(693
|
)
|
|||
Gain on sale of investment property related to discontinued operations
(1)
|
—
|
|
|
—
|
|
|
(135,692
|
)
|
|||
Loss on extinguishment of debt
|
5,155
|
|
|
5,761
|
|
|
1,713
|
|
|||
Loss on extinguishment of debt related to discontinued operations
(1)
|
—
|
|
|
—
|
|
|
65,391
|
|
|||
Gain on consolidation of investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
(4,509
|
)
|
|||
Acquisition transaction costs
|
154
|
|
|
5,046
|
|
|
1,192
|
|
|||
Amortization of share-based compensation expense
|
8,968
|
|
|
6,102
|
|
|
—
|
|
|||
Amortization of above and below market ground leases and straight-line rent expense
|
955
|
|
|
380
|
|
|
265
|
|
|||
Pre-opening expenses
(2)
|
—
|
|
|
1,411
|
|
|
—
|
|
|||
Adjustments related to non-controlling interests pre-opening expense
(2)
|
—
|
|
|
(353
|
)
|
|
—
|
|
|||
Management termination fees net of guaranty income
(3)
|
—
|
|
|
212
|
|
|
—
|
|
|||
Business interruption insurance recoveries, net
(4)
|
—
|
|
|
(3,884
|
)
|
|
—
|
|
|||
EBITDA adjustment for hotels sold prior to spin-off
(5)
|
(938
|
)
|
|
404
|
|
|
(75,455
|
)
|
|||
Management transition and severance expenses
|
1,991
|
|
|
—
|
|
|
—
|
|
|||
Other non-recurring expenses
(6)
|
—
|
|
|
26,887
|
|
|
—
|
|
|||
Adjusted EBITDA
attributable to common stock and unit holders
(7)
|
$
|
287,328
|
|
|
$
|
293,010
|
|
|
$
|
241,348
|
|
(1)
|
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 combined consolidated financial statements; therefore, the operations of these 52 hotels are reflected as discontinued operations on the combined consolidated statements of operations and comprehensive income for the years ended
December 31, 2015
and 2014.
|
(2)
|
For the
year ended
December 31, 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.
|
(3)
|
For the
year ended
December 31, 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 payments that were previously received from certain of the managers and were being recognized over the term of the old management contracts.
|
(4)
|
The business interruption insurance recovery for 2014 received during the
year ended
December 31, 2015
was
$3.9 million
, which is net of $1.8 million of hotel related expenses attributable to those hotels impacted by the August 2014 Napa Earthquake.
|
(5)
|
The adjustment excludes the results of hotels disposed of in 2014 prior to the Company's separation from its former parent, which includes the Suburban
|
(6)
|
For the
year ended
December 31, 2015
, other non-recurring expenses include one-time costs related to the listing of our common stock on the NYSE, such as legal and other professional fees, costs related to the Tender Offer described in Note 12 in the combined consolidated financial statements as of
December 31, 2015
and 2014, and other start-up costs incurred while transitioning to a stand-alone, publicly-traded company. The year ended
December 31, 2014
included costs related to our separation from InvenTrust and costs related to the preparation of the listing of our common stock on the NYSE.
|
(7)
|
Net debt to Adjusted EBITDA is defined as (i) the total principal balance of debt as of December 31, 2016, which is
$1.1 billion
per Note 8 of the combined consolidated financial statements included in "Part IV - Item 15. Exhibits and Financial Statements," (ii) less, cash and cash equivalents of
$216.1 million
as of December 31, 2016, (iii) divided by Adjusted EBITDA attributable to common stock and unit holders of
$287.3 million
for the year ended December 31, 2016, which equals 3.1x.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
86,730
|
|
|
$
|
88,642
|
|
|
$
|
109,799
|
|
Adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization related to investment properties
|
152,274
|
|
|
148,009
|
|
|
141,807
|
|
|||
Depreciation and amortization related to investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
100
|
|
|||
Depreciation and amortization of discontinued operations
(1)
|
—
|
|
|
—
|
|
|
35,864
|
|
|||
Impairment of investment property
|
10,035
|
|
|
—
|
|
|
5,378
|
|
|||
Gain on sale of investment property
|
(30,195
|
)
|
|
(43,015
|
)
|
|
(693
|
)
|
|||
Gain on sale of investment property related to discontinued operations
(1)
|
—
|
|
|
—
|
|
|
(135,692
|
)
|
|||
Gain on consolidation of investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
(4,509
|
)
|
|||
Non-controlling interests in consolidated real estate entities
|
268
|
|
|
567
|
|
|
—
|
|
|||
Adjustments related to non-controlling interests in consolidated real estate entities
|
(897
|
)
|
|
(197
|
)
|
|
—
|
|
|||
FFO attributable to the Company
|
$
|
218,215
|
|
|
$
|
194,006
|
|
|
$
|
152,054
|
|
Distribution to preferred shareholders
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
FFO attributable to common stock and unit holders
|
$
|
218,215
|
|
|
$
|
193,994
|
|
|
$
|
152,054
|
|
Reconciliation to Adjusted FFO
|
|
|
|
|
|
||||||
Loss on extinguishment of debt
|
5,155
|
|
|
5,761
|
|
|
1,713
|
|
|||
Loss on extinguishment of debt related to discontinued operations
(1)
|
—
|
|
|
—
|
|
|
65,391
|
|
|||
Acquisition transaction costs
|
154
|
|
|
5,046
|
|
|
1,192
|
|
|||
Loan related costs
(2)
|
3,767
|
|
|
3,775
|
|
|
4,462
|
|
|||
Adjustment related to non-controlling interests loan related costs
|
(15
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Amortization of share-based compensation expense
|
8,968
|
|
|
6,102
|
|
|
—
|
|
|||
Amortization of above and below market ground leases and straight-line rent expense
|
955
|
|
|
380
|
|
|
265
|
|
|||
Pre-opening expenses
|
—
|
|
|
1,411
|
|
|
—
|
|
|||
Adjustments related to non-controlling interests pre-opening expense
(3)
|
—
|
|
|
(353
|
)
|
|
—
|
|
|||
Management termination fees net of guaranty income
(4)
|
—
|
|
|
212
|
|
|
—
|
|
|||
Income tax related to restructuring
(5)
|
—
|
|
|
1,900
|
|
|
—
|
|
|||
Business interruption proceeds net of hotel related expenses
(6)
|
—
|
|
|
(3,884
|
)
|
|
—
|
|
|||
FFO adjustment for hotels sold prior to spin-off
(7)
|
(938
|
)
|
|
404
|
|
|
(42,345
|
)
|
|||
Management transition and severance expenses
|
1,991
|
|
|
—
|
|
|
—
|
|
|||
Other non-recurring expenses
(8)
|
—
|
|
|
26,887
|
|
|
—
|
|
|||
Adjusted FFO attributable to common stock and unit holders
|
$
|
238,252
|
|
|
$
|
241,632
|
|
|
$
|
182,732
|
|
(1)
|
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 combined consolidated financial statements; therefore, the operations of these 52 hotels are reflected as discontinued operations on the combined consolidated statements of operations and comprehensive income for the years ended
December 31, 2015
and 2014.
|
(2)
|
Loan related costs included amortization of debt discounts, premiums and deferred loan origination costs.
|
(3)
|
For the
year ended
December 31, 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.
|
(4)
|
For the
year ended
December 31, 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 payments that were previously received from certain of the managers and were being recognized over the term of the old management contracts.
|
(5)
|
For the
year ended
December 31, 2015
, the Company recognized income tax expense of
$6.3 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.
|
(6)
|
The business interruption insurance recovery for 2014 received during the
year ended
December 31, 2015
was $3.9 million, which is net of $1.8 million of hotel related expenses attributable to those hotels impacted by the August 2014 Napa Earthquake.
|
(7)
|
The adjustment excludes the results of hotels disposed of in 2014 prior to the Company's separation from its former parent, which includes the Suburban Select Service Portfolio, the Crowne Plaza Charleston Airport - Convention Center, the DoubleTree Suites Atlanta Galleria, and the Holiday Inn Secaucus Meadowlands. During the year ended December 31, 2016, the Company received property tax refunds for the Holiday Inn Secaucus Meadowlands that resulted from appeals that had been in process at the time of our spin-off.
|
(8)
|
For the
year ended
December 31, 2015
, other non-recurring expenses include one-time costs related to the listing of our common stock on the NYSE, such as legal and other professional fees, costs related to the Tender Offer described in Note 12 in the combined consolidated financial statements as of
December 31, 2015
and 2014, and other start-up costs incurred while transitioning to a stand-alone, publicly-traded company. The year ended
December 31, 2014
included costs related to our separation from InvenTrust and costs related to the preparation of the listing of our common stock on the NYSE.
|
|
|
|
|
|
|
|
Balance Outstanding as of
|
|||||||
|
Rate Type
(1)
|
|
Rate
(2)
|
|
Maturity Date
(3)
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|||||
Renaissance Atlanta Waverly Hotel & Convention Center
(4)
|
Fixed
|
|
5.50
|
%
|
|
12/6/2016
|
|
$
|
—
|
|
|
$
|
97,000
|
|
Renaissance Austin Hotel
(5)
|
Fixed
|
|
5.51
|
%
|
|
12/8/2016
|
|
—
|
|
|
83,000
|
|
||
Courtyard Pittsburgh Downtown
(6)
|
Fixed
|
|
4.00
|
%
|
|
3/1/2017
|
|
—
|
|
|
22,607
|
|
||
Marriott Griffin Gate Resort & Spa
(7)
|
Variable
|
|
3.02
|
%
|
|
3/23/2017
|
|
—
|
|
|
34,374
|
|
||
Courtyard Birmingham Downtown at UAB
(5)
|
Fixed
|
|
5.25
|
%
|
|
4/1/2017
|
|
—
|
|
|
13,353
|
|
||
Hilton University of Florida Conference Center Gainesville
(8)
|
Fixed
|
|
6.46
|
%
|
|
2/1/2018
|
|
—
|
|
|
27,775
|
|
||
Fairmont Dallas
|
Variable
|
|
2.66
|
%
|
|
4/10/2018
|
|
55,498
|
|
|
56,217
|
|
||
Residence Inn Denver City Center
|
Variable
|
|
3.00
|
%
|
|
4/17/2018
|
|
45,210
|
|
|
45,210
|
|
||
Bohemian Hotel Savannah Riverfront
|
Variable
|
|
3.10
|
%
|
|
12/17/2018
|
|
27,480
|
|
|
27,480
|
|
||
Andaz Savannah
|
Variable
|
|
2.62
|
%
|
|
1/14/2019
|
|
21,500
|
|
|
21,500
|
|
||
Hotel Monaco Denver
|
Fixed
(9)
|
|
2.98
|
%
|
|
1/17/2019
|
|
41,000
|
|
|
41,000
|
|
||
Hotel Monaco Chicago
|
Variable
|
|
2.95
|
%
|
|
1/17/2019
|
|
21,644
|
|
|
26,000
|
|
||
Loews New Orleans Hotel
|
Variable
|
|
2.98
|
%
|
|
2/22/2019
|
|
37,500
|
|
|
37,500
|
|
||
Andaz Napa
|
Fixed
(10)
|
|
2.99
|
%
|
|
3/21/2019
|
|
38,000
|
|
|
38,000
|
|
||
Westin Galleria Houston & Westin Oaks Houston at The Galleria
|
Variable
|
|
3.12
|
%
|
(11)
|
5/1/2019
|
|
110,000
|
|
|
110,000
|
|
||
Marriott Charleston Town Center
|
Fixed
|
|
3.85
|
%
|
|
7/1/2020
|
|
16,403
|
|
|
16,877
|
|
||
Grand Bohemian Hotel Charleston (VIE)
|
Variable
|
|
3.16
|
%
|
|
11/10/2020
|
|
19,628
|
|
|
19,950
|
|
||
Grand Bohemian Hotel Mountain Brook (VIE)
|
Variable
|
|
3.26
|
%
|
|
12/27/2020
|
|
25,899
|
|
|
25,784
|
|
||
Marriott Dallas City Center
(12)
|
Variable
|
|
3.01
|
%
|
|
1/3/2022
|
|
51,000
|
|
|
40,090
|
|
||
Hyatt Regency Santa Clara
(12)
|
Variable
|
|
2.76
|
%
|
|
1/3/2022
|
|
90,000
|
|
|
60,200
|
|
||
Hotel Palomar Philadelphia
(13)
|
Fixed
(13)
|
|
4.14
|
%
|
|
1/13/2023
|
|
60,000
|
|
|
—
|
|
||
Residence Inn Boston Cambridge
|
Fixed
|
|
4.48
|
%
|
|
11/1/2025
|
|
63,000
|
|
|
63,000
|
|
||
Grand Bohemian Hotel Orlando
(14)
|
Fixed
|
|
4.53
|
%
|
|
3/1/2026
|
|
60,000
|
|
|
49,360
|
|
||
Total Mortgage Loans
|
|
|
3.31
|
%
|
(2)
|
|
|
$
|
783,762
|
|
|
$
|
956,277
|
|
Mortgage Loan Premium / Discounts, net
(15)
|
—
|
|
—
|
|
|
—
|
|
(319
|
)
|
|
(661
|
)
|
||
Unamortized Deferred Financing Costs, net
|
—
|
|
—
|
|
|
—
|
|
(6,311
|
)
|
|
(8,305
|
)
|
||
Senior Unsecured Credit Facility
|
Variable
|
|
2.31
|
%
|
|
2/3/2019
|
|
—
|
|
|
—
|
|
||
Unsecured Term Loan $175M
|
Fixed
(16)
|
|
2.74
|
%
|
|
2/15/2021
|
|
175,000
|
|
|
175,000
|
|
||
Unsecured Term Loan $125M
(17)
|
Fixed
(16)
|
|
3.53
|
%
|
|
10/22/2022
|
|
125,000
|
|
|
—
|
|
||
Debt, net of loan discounts, premiums and unamortized deferred financing costs
(18)
|
|
|
3.24
|
%
|
(2)
|
|
|
$
|
1,077,132
|
|
|
$
|
1,122,311
|
|
(1)
|
Variable index is one month LIBOR.
|
(2)
|
Represents the weighted average interest rate as of
December 31, 2016
.
|
(3)
|
Initial maturity date does not include extension options, if available under the terms of the related loan agreement.
|
(4)
|
In September 2016, the Company elected its prepayment option and repaid the outstanding balance of the mortgage loan of
$97.0 million
.
|
(5)
|
In October 2016, the Company elected its prepayment option and repaid the outstanding balance of the mortgage loans of
$96.4 million
.
|
(6)
|
In June 2016, the Company elected its prepayment option and repaid the outstanding balance of the mortgage loan of
$22.3 million
.
|
(7)
|
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. In October 2016, the Company elected its prepayment option and repaid the outstanding balance of the mortgage loan of
$33.8 million
.
|
(8)
|
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
.
|
(9)
|
In August 2016, the Company entered into an interest rate swap agreement for the entire
$41.0 million
mortgage loan to fix the interest rate at
2.98%
for the remaining term of the loan.
|
(10)
|
In August 2016, the Company entered into an interest rate swap agreement for the entire
$38.0 million
mortgage loan to fix the interest rate at
2.99%
for the remaining term of the loan.
|
(11)
|
The Company modified the terms of the loan in December 2015 to lower the interest rate spread over LIBOR from
3.15%
to
2.50%
and to extend the prepayment provision.
|
(12)
|
In October 2016, the Company modified the mortgage loans collateralized by the Marriott Dallas City Center and Hyatt Regency Santa Clara. The amendments resulted in approximately
$11 million
and
$30 million
of additional proceeds, respectively, and extended the maturity dates to January 2022.
|
(13)
|
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 the interest rate at
4.14%
for the entire term of the loan.
|
(14)
|
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 of approximately
$11 million
were received under the refinanced terms of the mortgage, which increased the principal of the loan from approximately
$49 million
to
$60 million
.
|
(15)
|
Loan premium/(discounts) on assumed mortgages recorded in purchase accounting and/or upon modification, net of accumulated amortization.
|
(16)
|
LIBOR has been fixed for the entire term of the loan. The spread may vary, as it is determined by the Company's leverage ratio.
|
(17)
|
Funded in January 2016 in connection with the acquisition of the Hotel Commonwealth.
|
(18)
|
Includes the Hilton University of Florida Conference Center Gainesville mortgage of
$27.8 million
that is included in liabilities associated with assets held for sale on the consolidated balance sheet as of December 31, 2015.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
$
|
225,643
|
|
|
$
|
193,152
|
|
Net cash provided by (used in) investing activities
|
105,827
|
|
|
(216,671
|
)
|
||
Net cash flows used in financing activities
|
(237,570
|
)
|
|
(17,380
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
93,900
|
|
|
$
|
(40,899
|
)
|
Cash and cash equivalents, at beginning of period
|
122,154
|
|
|
163,053
|
|
||
Cash and cash equivalents, at end of period
|
$
|
216,054
|
|
|
$
|
122,154
|
|
•
|
Cash provided by operating activities was
$225.6
million and
$193.2 million
for the
year ended
December 31, 2016
and
2015
, respectively. Cash provided by operating activities for the
year ended
December 31, 2016
increased due to (i) not incurring separation and other start-up related expenses in 2016 compared to
$26.9 million
that were incurred in 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 nine hotels during the
year ended
December 31, 2016
.
|
•
|
Cash provided by investing activities during the
year ended
December 31, 2016
was
$105.8
million compared to cash used in investing activities of
$216.7 million
during
2015
. Cash provided by investing activities for the
year ended
December 31, 2016
was primarily due to
proceeds of
$273.2 million
from the sale of nine hotels in the
year ended
December 31, 2016
, which was offset by cash used in investing activities for (i)
$58.8 million
in capital improvements at our hotel properties and
(ii) the acquisition of the Hotel Commonwealth for net cash at closing of $116 million.
Cash used in investing activities during the
year ended
December 31, 2015
was primarily due to (i) the acquisition of three hotels in July 2015 for
$245.3 million
, (ii)
$53.8 million
in capital improvements at our hotels, (iii)
$36.1 million
for the two development properties and (iv) the initial deposit of $20.0 million on the acquisition of the Hotel Commonwealth. These expenditures were offset with
$133.4 million
in proceeds received from the sale of one hotel in October 2015.
|
•
|
Cash used in financing activities was
$237.6
million and
$17.4 million
for the
year ended
December 31, 2016
, and
2015
, respectively. Cash used in financing activities for the
year ended
December 31, 2016
was primarily comprised of (i) cash used for mortgage principal payments of
$7.6 million
, (ii) the payoff of
$276.9 million
in mortgage loans, (iii)
$74.0 million
used to repurchase common shares under the Repurchase Program and (iv) the payment of
$115.1 million
in dividends to common stockholders and Operating Partnership unit holders, which was partially offset (v) by proceeds from mortgage debt of
$112.0 million
and the
$125 million
funding of the term loan in January 2016. Cash used in financing activities for the
year ended
December 31, 2015
was primarily attributed to (i) cash used for mortgage principal payments of
$8.2 million
, (ii) the payoff of
$300.9 million
in mortgage loans, (iii)
$36.9 million
related to the repurchase of common shares in the Tender Offer and (iv)
$67.7 million
dividends to common stockholders, which was offset by (i) a net contribution of $153.3 million from InvenTrust, (ii) proceeds from the unsecured term loan of
$175.0 million
and (iii) and proceeds from mortgage debt of
$64.7 million
.
|
|
Payments due by period
|
||||||||||||||||||
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|||||||||||
Debt maturities
(1)
|
$
|
1,263,969
|
|
|
$
|
41,310
|
|
|
$
|
472,575
|
|
|
$
|
282,319
|
|
|
$
|
467,765
|
|
Ground leases
|
$
|
120,206
|
|
|
3,232
|
|
|
6,464
|
|
|
6,464
|
|
|
104,046
|
|
||||
Corporate office lease
|
$
|
5,229
|
|
|
327
|
|
|
815
|
|
|
860
|
|
|
3,227
|
|
||||
Total
|
$
|
1,389,404
|
|
|
$
|
44,869
|
|
|
$
|
479,854
|
|
|
$
|
289,643
|
|
|
$
|
575,038
|
|
(1)
|
Includes principal and interest payments, for both variable and fixed rate loans. The variable rate interest payments were calculated based upon the variable rate spread plus 1 month LIBOR as of
December 31, 2016
.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Maturing debt
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt (mortgages and term loans)
(2)
|
$662
|
|
$2,342
|
|
$81,610
|
|
$17,026
|
|
$177,269
|
|
$299,493
|
|
$578,402
|
|
$583,848
|
Variable rate debt (mortgage loans)
|
$1,950
|
|
$128,558
|
|
$191,767
|
|
$42,085
|
|
—
|
|
$141,000
|
|
$505,360
|
|
$490,972
|
Total
|
$2,612
|
|
$130,900
|
|
$273,377
|
|
$59,111
|
|
$177,269
|
|
$440,493
|
|
$1,083,762
|
|
$1,074,820
|
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate debt (mortgages and term loans)
|
4.01%
|
|
4.36%
|
|
3.03%
|
|
3.93%
|
|
2.76%
|
|
4.07%
|
|
3.50%
|
|
3.63%
|
Variable rate debt (mortgage loans)
|
3.00%
|
|
2.88%
|
|
3.02%
|
|
3.22%
|
|
—
|
|
2.85%
|
|
2.95%
|
|
4.73%
|
(1)
|
The debt maturity excludes net mortgage discounts of
$0.3 million
and unamortized deferred financing costs of
$6.3 million
as of
December 31, 2016
.
|
(2)
|
Includes all fixed rate debt, and all variable rate debt that was swapped to fixed rates as of
December 31, 2016
.
|
(1)
|
Represents (i)
243,769
shares underlying awards of "annual share units" and "contingency share units" outstanding under the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the "Share Unit Plan"), and (ii)
238,152
shares underlying awards of restricted stock units and
1,259,613
LTIP Units (as defined in the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (the "2015 Incentive Award Plan")) outstanding under the 2015 Incentive Award Plan, in each case, as of December 31, 2016.
|
(2)
|
Includes shares of common stock available for future grants under the 2015 Incentive Award Plan as of December 31, 2016.
|
(3)
|
On January 9, 2015, in connection with our separation from InvenTrust, the Share Unit Plan was terminated. No new share unit awards will be made under the Share Unit Plan, and the Share Unit Plan will continue to be maintained only with respect to awards outstanding as of the termination of the Share Unit Plan.
|
(a)
|
List of documents filed as a part of this Annual Report on Form 10-K:
|
1)
|
Financial Statements.
|
2)
|
Financial Statement Schedules. The following financial statement schedule is filed herein on pages F-42 through F-45:
|
3)
|
Exhibits. The following exhibits are filed (or incorporated by reference herein) as a part of this Annual Report on Form 10-K.
|
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 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)
|
|
|
|
3.2
|
|
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)
|
|
|
|
3.3
|
|
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
|
|
Fourth Amended and Restated Agreement of Limited Partnership of XHR LP, dated as of November 10, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on November 12, 2015)
|
|
|
|
10.2
|
|
Revolving Credit Agreement by and among XHR LP, a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, dated as of February 3, 2015 (incorporated by reference to Exhibit 10.4 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on February 9, 2015)
|
|
|
|
10.3
|
|
Parent Guaranty by Xenia Hotels & Resorts, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, dated as of February 3, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on February 9, 2015)
|
|
|
|
10.4
|
|
Subsidiary Guaranty by certain subsidiaries of XHR LP for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of bank lenders, dated as of February 3, 2015
|
|
|
|
10.5
|
|
Employee Matters Agreement by and between Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of February 3, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on February 9, 2015)
|
|
|
|
10.6
|
|
Transition Services Agreement by and between Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of February 3, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on February 9, 2015)
|
|
|
|
10.7
|
|
Indemnity Agreement, dated August 8, 2014, between Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 001-36594) filed on October 9, 2014)
|
|
|
|
10.8
|
|
First Amendment to Indemnity Agreement by and between Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of February 3, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on February 9, 2015)
|
|
|
|
10.9+
|
|
The Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (File No. 001-36594) filed on November 25, 2014)
|
|
|
|
10.10+
|
|
Form of Xenia Hotels & Resorts, Inc. Share Unit Award Agreement (Annual Award) (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (File No. 001-36594) filed on November 25, 2014)
|
|
|
|
10.11+
|
|
Form of Xenia Hotels & Resorts, Inc. Share Unit Award Agreement (Contingency) (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (File No. 001-36594) filed on November 25, 2014)
|
|
|
|
10.12+
|
|
Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (incorporated by reference to Exhibit 10.14 to Amendment No. 3 to the Company’s Registration Statement on Form 10 (File No. 001-36594) filed on January 9, 2015)
|
|
|
|
10.13+*
|
|
First Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan
|
|
|
|
10.14+
|
|
Form of Stock Payment Award Grant Notice and Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on February 9, 2015)
|
|
|
|
10.15+
|
|
Form of Class A Performance LTIP Unit Agreement (2015) (incorporated by reference to Exhibit 10.2 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on May 7, 2015)
|
|
|
|
10.16+
|
|
Form of Class A Performance LTIP Unit Agreement (2016) (incorporated by reference to Exhibit 10.2 to the Company’s Periodic Report on Form 10-Q (File No. 001-36594) filed on May 11, 2016)
|
|
|
|
10.17+*
|
|
Form of Class A Performance LTIP Unit Agreement (2017)
|
|
|
|
10.18+
|
|
Form of Time-Based LTIP Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on May 7, 2015)
|
|
|
|
10.19+
|
|
Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Periodic Report on Form 10-Q (File No. 001-36594) filed on May 11, 2016)
|
|
|
|
10.20+
|
|
Xenia Hotels & Resorts, Inc. Director Compensation Program, as Amended and Restated, dated as of September 17, 2015(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on November 12, 2015)
|
|
|
|
10.21+*
|
|
Xenia Hotels & Resorts, Inc. Director Compensation Program, as Amended and Restated, dated as of February 24, 2017
|
|
|
|
10.22+
|
|
Form of LTIP Unit Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K (File No. 001-36594) filed on March 10, 2016
|
|
|
|
10.23+
|
|
Form of Indemnification Agreement entered into between Xenia Hotels & Resorts, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to the Company’s Registration Statement on Form 10 (File No. 001-36594) filed on January 9, 2015)
|
|
|
|
10.24+
|
|
Form of Severance Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on May 7, 2015)
|
|
|
|
10.25+
|
|
Separation Agreement, dated as of March 13, 2016, between Andrew J. Welch, Xenia Hotels and Resorts, Inc., XHR Management, LLC and XHR LP (incorporated by reference to Exhibit 10.1 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on March 14, 2016)
|
|
|
|
21.1*
|
|
Subsidiaries of Xenia Hotels & Resorts, Inc.
|
|
|
|
23.1*
|
|
Consent of KPMG LLP
|
|
|
|
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
|
|
|
/s/ MARCEL VERBAAS
|
By:
|
|
Marcel Verbaas
|
|
|
Director, President and Chief Executive Officer
|
Date:
|
|
February 28, 2017
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|||
By:
|
|
/s/ MARCEL VERBAAS
|
|
Director, President and Chief Executive Officer (principal executive officer)
|
|
February 28, 2017
|
Name:
|
|
Marcel Verbaas
|
|
|
|
|
|
|
|
|
|||
By:
|
|
/s/ ATISH SHAH
|
|
Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)
|
|
February 28, 2017
|
Name:
|
|
Atish Shah
|
|
|
|
|
|
|
|
|
|||
By:
|
|
/s/ JOSEPH T. JOHNSON
|
|
Senior Vice President and Chief Accounting Officer (principal accounting officer)
|
|
February 28, 2017
|
Name:
|
|
Joseph T. Johnson
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ JEFFREY H. DONAHUE
|
|
Chairman of the Board of Directors
|
|
February 28, 2017
|
Name:
|
|
Jeffrey H. Donahue
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ JOHN H. ALSCHULER, JR.
|
|
Director
|
|
February 28, 2017
|
Name:
|
|
John H. Alschuler, Jr.
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ KEITH E. BASS
|
|
Director
|
|
February 28, 2017
|
Name:
|
|
Keith E. Bass
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ THOMAS M. GARTLAND
|
|
Director
|
|
February 28, 2017
|
Name:
|
|
Thomas M. Gartland
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ BEVERLY K. GOULET
|
|
Director
|
|
February 28, 2017
|
Name:
|
|
Beverly K. Goulet
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ DENNIS D. OKLAK
|
|
Director
|
|
February 28, 2017
|
Name:
|
|
Dennis D. Oklak
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ MARY ELIZABETH McCORMICK
|
|
Director
|
|
February 28, 2017
|
Name:
|
|
Mary Elizabeth McCormick
|
|
|
|
|
|
|
|
Page
|
|
Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
F-
2
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
F-
4
|
|
Combined Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
|
|
F-
5
|
|
Combined Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014
|
|
F-
7
|
|
Combined Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
|
F-
8
|
|
Notes to the Combined Consolidated Financial Statements
|
|
F-
10
|
|
|
|
|
|
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2016
|
|
F-
42
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Investment properties:
|
|
|
|
||||
Land
|
$
|
331,502
|
|
|
$
|
331,502
|
|
Building and other improvements
|
2,732,062
|
|
|
2,559,892
|
|
||
Construction in progress
|
—
|
|
|
169
|
|
||
Total
|
$
|
3,063,564
|
|
|
$
|
2,891,563
|
|
Less: accumulated depreciation
|
(619,975
|
)
|
|
(476,764
|
)
|
||
Net investment properties
|
$
|
2,443,589
|
|
|
$
|
2,414,799
|
|
Cash and cash equivalents
|
216,054
|
|
|
122,154
|
|
||
Restricted cash and escrows
|
70,973
|
|
|
72,771
|
|
||
Accounts and rents receivable, net of allowance
|
22,998
|
|
|
22,978
|
|
||
Intangible assets, net of accumulated amortization
|
76,912
|
|
|
58,059
|
|
||
Deferred tax assets
|
1,562
|
|
|
2,304
|
|
||
Other assets
|
28,257
|
|
|
40,094
|
|
||
Assets held for sale
|
—
|
|
|
272,785
|
|
||
Total assets (including $74,440 and $77,140, respectively, related to consolidated variable interest entities - Note 5)
|
$
|
2,860,345
|
|
|
$
|
3,005,944
|
|
Liabilities
|
|
|
|
||||
Debt, net of loan discounts, premiums and unamortized deferred financing costs
|
$
|
1,077,132
|
|
|
$
|
1,094,536
|
|
Accounts payable and accrued expenses
|
71,955
|
|
|
78,440
|
|
||
Distributions payable
|
29,881
|
|
|
25,684
|
|
||
Other liabilities
|
29,810
|
|
|
27,250
|
|
||
Liabilities associated with assets held for sale
|
—
|
|
|
36,676
|
|
||
Total liabilities (including $47,828 and $48,582, respectively, related to consolidated variable interest entities - Note 5)
|
$
|
1,208,778
|
|
|
$
|
1,262,586
|
|
Commitments and contingencies
|
|
|
|
|
|||
Stockholders' equity
|
|
|
|
||||
Common stock, $0.01 par value, 500,000,000 shares authorized, 106,794,788 and 111,671,372 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
|
1,068
|
|
|
1,117
|
|
||
Additional paid in capital
|
1,925,554
|
|
|
1,993,760
|
|
||
Accumulated other comprehensive income
|
5,009
|
|
|
1,543
|
|
||
Accumulated distributions in excess of net earnings
|
(302,034
|
)
|
|
(268,991
|
)
|
||
Total Company stockholders' equity
|
$
|
1,629,597
|
|
|
$
|
1,727,429
|
|
Non-controlling interests
|
21,970
|
|
|
15,929
|
|
||
Total equity
|
$
|
1,651,567
|
|
|
$
|
1,743,358
|
|
Total liabilities and equity
|
$
|
2,860,345
|
|
|
$
|
3,005,944
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rooms revenues
|
$
|
653,944
|
|
|
$
|
663,224
|
|
|
$
|
631,901
|
|
Food and beverage revenues
|
246,479
|
|
|
259,036
|
|
|
235,066
|
|
|||
Other revenues
|
49,737
|
|
|
53,884
|
|
|
59,699
|
|
|||
Total revenues
|
$
|
950,160
|
|
|
$
|
976,144
|
|
|
$
|
926,666
|
|
Expenses:
|
|
|
|
|
|
||||||
Rooms expenses
|
146,050
|
|
|
148,492
|
|
|
140,128
|
|
|||
Food and beverage expenses
|
161,699
|
|
|
167,840
|
|
|
158,243
|
|
|||
Other direct expenses
|
12,848
|
|
|
17,984
|
|
|
28,556
|
|
|||
Other indirect expenses
|
224,135
|
|
|
226,108
|
|
|
214,272
|
|
|||
Management and franchise fees
|
47,605
|
|
|
49,818
|
|
|
52,104
|
|
|||
Total hotel operating expenses
|
$
|
592,337
|
|
|
$
|
610,242
|
|
|
$
|
593,303
|
|
Depreciation and amortization
|
152,418
|
|
|
148,009
|
|
|
141,807
|
|
|||
Real estate taxes, personal property taxes and insurance
|
46,248
|
|
|
49,717
|
|
|
44,625
|
|
|||
Ground lease expense
|
5,447
|
|
|
5,204
|
|
|
5,541
|
|
|||
General and administrative expenses
|
32,018
|
|
|
25,556
|
|
|
38,895
|
|
|||
Business management fees
|
—
|
|
|
—
|
|
|
1,474
|
|
|||
Acquisition transaction costs
|
154
|
|
|
5,046
|
|
|
1,192
|
|
|||
Pre-opening expenses
|
—
|
|
|
1,411
|
|
|
—
|
|
|||
Provision for asset impairment
|
10,035
|
|
|
—
|
|
|
5,378
|
|
|||
Separation and other start-up related expenses
|
—
|
|
|
26,887
|
|
|
—
|
|
|||
Total expenses
|
$
|
838,657
|
|
|
$
|
872,072
|
|
|
$
|
832,215
|
|
Operating income
|
$
|
111,503
|
|
|
$
|
104,072
|
|
|
$
|
94,451
|
|
Gain on sale of investment properties
|
30,195
|
|
|
43,015
|
|
|
693
|
|
|||
Other income
|
3,377
|
|
|
4,916
|
|
|
324
|
|
|||
Interest expense
|
(48,113
|
)
|
|
(50,816
|
)
|
|
(57,427
|
)
|
|||
Loss on extinguishment of debt
|
(5,155
|
)
|
|
(5,761
|
)
|
|
(1,713
|
)
|
|||
Equity in losses and gain on consolidation of unconsolidated entity, net
|
—
|
|
|
—
|
|
|
4,216
|
|
|||
Net income before income taxes
|
$
|
91,807
|
|
|
$
|
95,426
|
|
|
$
|
40,544
|
|
Income tax expense
|
(5,077
|
)
|
|
(6,295
|
)
|
|
(5,865
|
)
|
|||
Net income from continuing operations
|
$
|
86,730
|
|
|
$
|
89,131
|
|
|
$
|
34,679
|
|
Net income (loss) from discontinued operations
|
—
|
|
|
(489
|
)
|
|
75,120
|
|
|||
Net income
|
$
|
86,730
|
|
|
$
|
88,642
|
|
|
$
|
109,799
|
|
Non-controlling interests in consolidated real estate entities (Note 5)
|
268
|
|
|
567
|
|
|
—
|
|
|||
Non-controlling interests of common units in Operating Partnership (Note 1)
|
(1,143
|
)
|
|
(451
|
)
|
|
—
|
|
|||
Net (income) loss attributable to non-controlling interests
|
$
|
(875
|
)
|
|
$
|
116
|
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
85,855
|
|
|
$
|
88,758
|
|
|
$
|
109,799
|
|
Distributions to preferred stockholders
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
Net i
ncome
attributable to common stockholders
|
$
|
85,855
|
|
|
$
|
88,746
|
|
|
$
|
109,799
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Basic and diluted earnings per share
|
|
|
|
|
|
||||||
Income from continuing operations available to common stockholders
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.31
|
|
Income from discontinued operations available to common stockholders
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.66
|
|
Net income per share available to common stockholders
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.97
|
|
Weighted average number of common shares (basic)
|
108,012,708
|
|
|
111,989,686
|
|
|
113,397,997
|
|
|||
Weighted average number of common shares (diluted)
|
108,142,998
|
|
|
112,138,223
|
|
|
113,397,997
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
||||||
Net income
|
$
|
86,730
|
|
|
$
|
88,642
|
|
|
$
|
109,799
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on interest rate derivative instruments
|
(322
|
)
|
|
1,543
|
|
|
—
|
|
|||
Reclassification adjustment for amounts recognized in net income (interest expense)
|
3,833
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
90,241
|
|
|
$
|
90,185
|
|
|
$
|
109,799
|
|
Comprehensive income attributable to non-controlling interests:
|
|
|
|
|
|
|
|
||||
Non-controlling interests in consolidated real estate entities (Note 5)
|
268
|
|
|
567
|
|
|
—
|
|
|||
Non-controlling interests of common units in Operating Partnership (Note 1)
|
(1,188
|
)
|
|
(451
|
)
|
|
—
|
|
|||
Comprehensive income attributable to non-controlling interests
|
$
|
(920
|
)
|
|
$
|
116
|
|
|
$
|
—
|
|
Comprehensive income attributable to the Company
|
$
|
89,321
|
|
|
$
|
90,301
|
|
|
$
|
109,799
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
Non-controlling Interests
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional paid in capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated Distributions in Excess of Net Earnings
|
|
Operating Partnership
|
|
Consolidated Real Estate Entities
|
|
Total Non-controlling Interests
|
|
Total
|
||||||||||||||||||||
Balance at January 1, 2014
|
—
|
|
|
$
|
—
|
|
|
1,000
|
|
|
$
|
—
|
|
|
$
|
2,190,604
|
|
|
$
|
—
|
|
|
$
|
(373,960
|
)
|
|
$
|
—
|
|
|
$
|
1,611
|
|
|
$
|
1,611
|
|
|
$
|
1,818,255
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,799
|
|
|||||||||
Distributions to InvenTrust Properties Corp.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,181,380
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,181,380
|
)
|
|||||||||
Contribution from InvenTrust Properties Corp.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,772,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,772,203
|
|
|||||||||
Contributions from non-controlling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,044
|
|
|
2,044
|
|
|
2,044
|
|
|||||||||
Balance at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,781,427
|
|
|
$
|
—
|
|
|
$
|
(264,161
|
)
|
|
$
|
—
|
|
|
$
|
3,655
|
|
|
$
|
3,655
|
|
|
$
|
1,520,921
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,758
|
|
|
451
|
|
|
(567
|
)
|
|
(116
|
)
|
|
88,642
|
|
|||||||||
Issuance of preferred shares, net of issuance costs
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|||||||||
Contributions from InvenTrust Properties Corp., net
|
|
|
|
|
|
|
|
|
249,767
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
249,767
|
|
||||||||||||||||
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 ($0.84)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,576
|
)
|
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
|
(93,678
|
)
|
|||||||||
Dividends, preferred shares ($92.36)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
32,719
|
|
|
—
|
|
|
664
|
|
|
—
|
|
|
—
|
|
|
2,244
|
|
|
—
|
|
|
2,244
|
|
|
2,908
|
|
|||||||||
Redemption of preferred stock
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|||||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,248
|
|
|
10,248
|
|
|
10,248
|
|
|||||||||
Balance at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
111,671,372
|
|
|
$
|
1,117
|
|
|
$
|
1,993,760
|
|
|
$
|
1,543
|
|
|
$
|
(268,991
|
)
|
|
$
|
2,593
|
|
|
$
|
13,336
|
|
|
$
|
15,929
|
|
|
$
|
1,743,358
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,855
|
|
|
1,143
|
|
|
(268
|
)
|
|
875
|
|
|
86,730
|
|
|||||||||
Repurchase of common shares, net
|
—
|
|
|
—
|
|
|
(4,966,763
|
)
|
|
(50
|
)
|
|
(73,926
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73,976
|
)
|
|||||||||
Dividends, common shares / units ($1.10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118,898
|
)
|
|
(372
|
)
|
|
|
|
(372
|
)
|
|
(119,270
|
)
|
||||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
90,179
|
|
|
1
|
|
|
5,720
|
|
|
—
|
|
|
—
|
|
|
5,468
|
|
|
—
|
|
|
5,468
|
|
|
11,189
|
|
|||||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
341
|
|
|
341
|
|
|||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(316
|
)
|
|
(316
|
)
|
|
(316
|
)
|
|||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Unrealized loss on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
(322
|
)
|
|||||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,783
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
3,833
|
|
|||||||||
Balance at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
106,794,788
|
|
|
$
|
1,068
|
|
|
$
|
1,925,554
|
|
|
$
|
5,009
|
|
|
$
|
(302,034
|
)
|
|
$
|
8,877
|
|
|
$
|
13,093
|
|
|
$
|
21,970
|
|
|
$
|
1,651,567
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
86,730
|
|
|
$
|
88,642
|
|
|
$
|
109,799
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
149,962
|
|
|
144,424
|
|
|
172,964
|
|
|||
Amortization of above and below market leases and other lease tangibles
|
2,950
|
|
|
3,709
|
|
|
4,707
|
|
|||
Amortization of debt premiums, discounts, and financing costs
|
3,755
|
|
|
3,756
|
|
|
4,461
|
|
|||
Loss on extinguishment of debt
|
5,155
|
|
|
5,761
|
|
|
67,105
|
|
|||
Gain on sale of investment property, net
|
(30,195
|
)
|
|
(43,015
|
)
|
|
(136,385
|
)
|
|||
Provision for asset impairment
|
10,035
|
|
|
—
|
|
|
5,378
|
|
|||
Equity in losses and gain on consolidation of unconsolidated entity, net
|
—
|
|
|
—
|
|
|
(4,216
|
)
|
|||
Share-based compensation expense
|
8,968
|
|
|
6,102
|
|
|
—
|
|
|||
Other non-cash adjustments
|
—
|
|
|
111
|
|
|
—
|
|
|||
Prepayment penalties and defeasance
|
(4,813
|
)
|
|
(5,267
|
)
|
|
(65,415
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
1,574
|
|
|
5,521
|
|
|
—
|
|
|||
Accounts and rents receivable
|
1,470
|
|
|
(338
|
)
|
|
1,005
|
|
|||
Deferred costs and other assets
|
3,244
|
|
|
4,203
|
|
|
11,209
|
|
|||
Accounts payable and accrued expenses
|
(8,753
|
)
|
|
(6,425
|
)
|
|
6,095
|
|
|||
Other liabilities
|
(4,439
|
)
|
|
(14,032
|
)
|
|
4,898
|
|
|||
Net cash provided by operating activities
|
$
|
225,643
|
|
|
$
|
193,152
|
|
|
$
|
181,605
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of investment properties
|
(116,000
|
)
|
|
(245,260
|
)
|
|
(178,776
|
)
|
|||
Acquired goodwill, intangible assets, and intangible liabilities
|
—
|
|
|
—
|
|
|
(12,410
|
)
|
|||
Capital expenditures and tenant improvements
|
(58,823
|
)
|
|
(53,782
|
)
|
|
(47,267
|
)
|
|||
Investment in development projects
|
—
|
|
|
(36,063
|
)
|
|
(27,031
|
)
|
|||
Proceeds from sale of investment properties
|
273,161
|
|
|
133,412
|
|
|
1,085,451
|
|
|||
Consolidation of real estate entity
|
—
|
|
|
—
|
|
|
(2,944
|
)
|
|||
Contributions to unconsolidated entities
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Restricted cash and escrows
|
7,489
|
|
|
3,954
|
|
|
(3,015
|
)
|
|||
Deposits for acquisition of hotel properties
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|||
Other assets
|
—
|
|
|
1,068
|
|
|
13,535
|
|
|||
Net cash provided by (used in) investing activities
|
$
|
105,827
|
|
|
$
|
(216,671
|
)
|
|
$
|
827,513
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Distribution to InvenTrust Properties Corp.
|
—
|
|
|
(23,505
|
)
|
|
(4,168,694
|
)
|
|||
Contribution from InvenTrust Properties Corp.
|
—
|
|
|
176,805
|
|
|
3,779,389
|
|
|||
Proceeds from mortgage debt and notes payable
|
111,968
|
|
|
64,723
|
|
|
122,940
|
|
|||
Payoffs of mortgage debt
|
(276,903
|
)
|
|
(300,894
|
)
|
|
(648,872
|
)
|
|||
Principal payments of mortgage debt
|
(7,580
|
)
|
|
(8,239
|
)
|
|
(12,067
|
)
|
|||
Payment of loan fees and deposits
|
(974
|
)
|
|
(6,819
|
)
|
|
(2,083
|
)
|
|||
Proceeds from revolving line of credit draws
|
10,000
|
|
|
127,000
|
|
|
—
|
|
|||
Payments on revolving line of credit
|
(10,000
|
)
|
|
(127,000
|
)
|
|
—
|
|
|||
Proceeds from unsecured term loan
|
125,000
|
|
|
175,000
|
|
|
—
|
|
|||
Contributions from non-controlling interests
|
341
|
|
|
10,248
|
|
|
2,044
|
|
|||
Proceeds from issuance of preferred shares, net of offering costs
|
—
|
|
|
102
|
|
|
—
|
|
|||
Redemption of preferred shares
|
—
|
|
|
(137
|
)
|
|
—
|
|
|||
Repurchase of common shares
|
(73,976
|
)
|
|
(36,946
|
)
|
|
—
|
|
|||
Dividends, common shares/units
|
(115,130
|
)
|
|
(67,706
|
)
|
|
—
|
|
|||
Dividends, preferred shares
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
Distributions paid to non-controlling interests
|
(316
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for contingent consideration
|
—
|
|
|
—
|
|
|
(7,891
|
)
|
|||
Net cash used in financing activities
|
$
|
(237,570
|
)
|
|
$
|
(17,380
|
)
|
|
$
|
(935,234
|
)
|
Net increase (decrease) in cash and cash equivalents
|
93,900
|
|
|
(40,899
|
)
|
|
73,884
|
|
|||
Cash and cash equivalents, at beginning of year
|
122,154
|
|
|
163,053
|
|
|
89,169
|
|
|||
Cash and cash equivalents, at end of year
|
$
|
216,054
|
|
|
$
|
122,154
|
|
|
$
|
163,053
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest
|
$
|
44,567
|
|
|
$
|
47,054
|
|
|
$
|
79,094
|
|
Cash paid for income taxes
|
7,863
|
|
|
4,459
|
|
|
1,525
|
|
|||
|
|
|
|
|
|
||||||
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
|
4,838
|
|
|
2,568
|
|
|
6,138
|
|
|||
Assumption of unsecured line of credit facility by InvenTrust Properties Corp.
|
—
|
|
|
(96,020
|
)
|
|
—
|
|
|||
Allocation of unsecured line of credit facility by InvenTrust Properties
|
—
|
|
|
—
|
|
|
7,377
|
|
|||
Non-cash net distributions to InvenTrust Properties Corp.
|
—
|
|
|
(413
|
)
|
|
—
|
|
|||
Change in fair market value of designated interest rate swaps
|
(322
|
)
|
|
1,543
|
|
|
—
|
|
Property
|
|
Location
|
|
Acquisition Date
|
|
Rooms (Unaudited)
|
|
Purchase Price
(1)
|
||
Canary Santa Barbara
|
|
Santa Barbara, CA
|
|
July 2015
|
|
97
|
|
$
|
80,000
|
|
Hotel Palomar Philadelphia
|
|
Philadelphia, PA
|
|
July 2015
|
|
230
|
|
100,000
|
|
|
RiverPlace Hotel
|
|
Portland, OR
|
|
July 2015
|
|
84
|
|
65,000
|
|
|
Total
|
|
|
|
|
|
411
|
|
$
|
245,000
|
|
(1)
|
All hotels are managed by Kimpton Hotel & Restaurant Group, LLC and were acquired as part of a portfolio acquisition.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
—
|
|
|
$
|
49,743
|
|
Building and improvements
|
103,847
|
|
|
172,928
|
|
||
Furniture, fixtures, and equipment
|
10,238
|
|
|
21,907
|
|
||
Intangibles and other assets
(1)
|
21,915
|
|
|
422
|
|
||
Total purchase price
|
$
|
136,000
|
|
|
$
|
245,000
|
|
(1)
|
As part of the purchase price allocation for the Hotel Commonwealth, the Company allocated
$21.7 million
to a below market lease intangible that will be amortized on a straight-line basis over the remaining term of the underlying ground lease, which expires in 2087.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
950,454
|
|
|
$
|
1,018,916
|
|
Net income attributable to common stockholders
(1)
|
$
|
86,571
|
|
|
$
|
85,348
|
|
Net income per share attributable to common stockholders - basic and diluted
|
$
|
0.80
|
|
|
$
|
0.76
|
|
Weighted average number of common shares - basic
|
108,012,708
|
|
|
111,989,686
|
|
||
Weighted average number of common shares - diluted
|
108,142,998
|
|
|
112,138,223
|
|
(1)
|
The pro forma results above exclude acquisition costs of
$0.1 million
and
$4.5 million
for the years ended
December 31, 2016
and
2015
, respectively.
|
Property
|
|
Date
|
|
Rooms (unaudited)
|
|
Gross Sale Price
|
|
Net Proceeds
|
|
Gain on sale / (Impairment)
|
||||||
Hilton University of Florida Conference Center Gainesville
(1)
|
|
02/2016
|
|
248
|
|
$
|
36,000
|
|
|
$
|
32,055
|
|
(4)
|
$
|
649
|
|
DoubleTree by Hilton Washington DC
(1)
|
|
04/2016
|
|
220
|
|
65,000
|
|
(5)
|
63,550
|
|
|
(96
|
)
|
|||
Embassy Suites Baltimore North/Hunt Valley
(1)
|
|
05/2016
|
|
223
|
|
20,000
|
|
|
19,459
|
|
|
(8,036
|
)
|
|||
Marriott Atlanta Century Center/Emory Area & Hilton Phoenix Suites
(1)(2)
|
|
06/2016
|
|
513
|
|
50,750
|
|
|
50,048
|
|
|
(1,903
|
)
|
|||
Hilton St. Louis Downtown at the Arch
(1)
|
|
12/2016
|
|
195
|
|
21,500
|
|
(5)
|
20,896
|
|
|
252
|
|
|||
Hampton Inn & Suites Denver Downtown, Hilton Garden Inn Chicago North Shore/Evanston, and Homewood Suites by Hilton Houston Near the Galleria
(1)(2)
|
|
12/2016
|
|
488
|
|
97,000
|
|
(5)
|
92,653
|
|
|
29,152
|
|
|||
Total for the year ended December 31, 2016
|
|
|
|
1,887
|
|
$
|
290,250
|
|
|
$
|
278,661
|
|
|
$
|
20,018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hyatt Regency Orange County
(1)
|
|
10/2015
|
|
656
|
|
137,000
|
|
|
132,995
|
|
(6)
|
43,178
|
|
|||
Total for the year ended December 31, 2015
|
|
|
|
656
|
|
$
|
137,000
|
|
|
$
|
132,995
|
|
|
$
|
43,178
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Crowne Plaza Charleston Airport - Convention Center
(1)
|
|
05/2014
|
|
166
|
|
13,250
|
|
|
2,027
|
|
|
960
|
|
|||
DoubleTree Suites Atlanta Galleria
(1)
|
|
08/2014
|
|
154
|
|
12,600
|
|
|
11,907
|
|
|
(96
|
)
|
|||
Suburban Select Service Portfolio - 52 properties
(3)
|
|
11/2014
|
|
6,976
|
|
1,071,000
|
|
|
533,399
|
|
|
135,670
|
|
|||
Holiday Inn Secaucus Meadowlands
(1)
|
|
12/2014
|
|
161
|
|
4,600
|
|
|
3,927
|
|
|
(171
|
)
|
|||
Total for the year ended December 31, 2014
|
|
|
|
7,457
|
|
$
|
1,101,450
|
|
|
$
|
551,260
|
|
|
$
|
136,363
|
|
(1)
|
Included in net income from continuing operations in the combined consolidated statements of operations and comprehensive income for the periods of ownership in accordance with ASU No. 2014-08 through the date of their disposition, as they did not represent a strategic shift or have a major effect on the Company's results of operations.
|
(2)
|
The hotels were sold as part of a portfolio sales agreement.
|
(3)
|
In November 2014, the Company sold
52
select-service hotels (the "Suburban Select Service Portfolio") consisting of
6,976
rooms (unaudited). The sale of the Suburban Select Service Portfolio represented a strategic shift and had a major impact on the financial statements. The operations of these 52 select service hotels are reflected as discontinued operations pursuant to ASU 2014-08 on the combined consolidated statements of operations and comprehensive income for the years ended
December 31, 2015 and 2014
.
|
(4)
|
The Company was entitled to net proceeds at closing of
$32.1 million
, and in conjunction with the sale repaid the
$27.8 million
outstanding property level mortgage.
|
(5)
|
As of December 31, 2016,
$5.5 million
of the sales proceeds related to escrows held back at closing were outstanding. The Company expects to collect these amounts in 2017.
|
(6)
|
The Company received net proceeds of
$70.6 million
, after paying off the
$61.9 million
outstanding property level mortgage at the time of the sale, and retained the
$5.9 million
balance in the hotel's capital expenditure reserve account.
|
|
|
December 31, 2015
|
||
Land
(1)
|
|
$
|
43,196
|
|
Building and other improvements
|
|
344,091
|
|
|
Total
|
|
$
|
387,287
|
|
Less accumulated depreciation
|
|
(125,875
|
)
|
|
Net investment properties
|
|
$
|
261,412
|
|
Restricted cash and escrows
|
|
4,826
|
|
|
Accounts and rents receivable, net
|
|
1,727
|
|
|
Intangible assets, net
|
|
2,456
|
|
|
Deferred costs and other assets
|
|
2,364
|
|
|
Total assets held for sale
|
|
$
|
272,785
|
|
|
|
|
||
Debt
|
|
$
|
27,775
|
|
Accounts payable and accrued expenses
|
|
8,211
|
|
|
Other liabilities
|
|
690
|
|
|
Total liabilities of assets held for sale
|
|
$
|
36,676
|
|
(1)
|
The Hilton University of Florida Conference Center Gainesville and the Marriott Atlanta Century Center/Emory Area were subject to ground leases. The Company has no future obligations under the terms of these ground leases as part of the disposition of these hotels.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
$
|
—
|
|
|
$
|
224,490
|
|
Depreciation and amortization expense
|
—
|
|
|
35,864
|
|
||
Other expenses
|
511
|
|
|
146,229
|
|
||
Operating (loss) income from discontinued operations
|
$
|
(511
|
)
|
|
$
|
42,397
|
|
Interest and other expense
|
—
|
|
|
(33,012
|
)
|
||
Income tax expense
|
—
|
|
|
(4,566
|
)
|
||
Gain on sale of properties
|
22
|
|
|
135,692
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
(65,391
|
)
|
||
Net (loss) income from discontinued operations
|
$
|
(489
|
)
|
|
$
|
75,120
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Net investment properties
|
$
|
71,157
|
|
|
$
|
74,592
|
|
Other assets
|
3,283
|
|
|
2,548
|
|
||
Total assets
|
$
|
74,440
|
|
|
$
|
77,140
|
|
Mortgages payable
|
(45,287
|
)
|
|
(45,734
|
)
|
||
Other liabilities
|
(2,541
|
)
|
|
(2,848
|
)
|
||
Total liabilities
|
$
|
(47,828
|
)
|
|
$
|
(48,582
|
)
|
Net assets
|
$
|
26,612
|
|
|
$
|
28,558
|
|
|
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
|
)
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
General and administrative allocation
(a)
|
|
$
|
1,135
|
|
|
$
|
20,747
|
|
Business management fee
(b)
|
|
—
|
|
|
1,474
|
|
||
Loan placement fees
(c)
|
|
—
|
|
|
68
|
|
||
Transition services fees
(d)
|
|
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 years ended
December 31, 2015
and
2014
, the general and administrative allocation related to the Suburban Select Service Portfolio was
$0
and
$4.8 million
and was included in discontinued operations on the combined consolidated statement of operations and comprehensive income. Following the time of the spin-off, the Company was not allocated any further general and administrative expenses.
|
(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 agreed to provide certain transition services to the Company,
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Intangible assets:
|
|
|
|
||||
Acquired in-place lease intangibles
|
$
|
2,247
|
|
|
$
|
2,942
|
|
Acquired above market lease costs
|
405
|
|
|
482
|
|
||
Acquired below market ground lease
|
36,208
|
|
|
17,091
|
|
||
Advance bookings
|
263
|
|
|
12,092
|
|
||
Accumulated amortization
|
(4,324
|
)
|
|
(16,661
|
)
|
||
Net intangible assets
|
$
|
34,799
|
|
|
$
|
15,946
|
|
Goodwill
|
42,113
|
|
|
42,113
|
|
||
Total intangible assets, net
|
$
|
76,912
|
|
|
$
|
58,059
|
|
Intangible liabilities:
|
|
|
|
||||
Acquired below market lease costs
|
$
|
(4,477
|
)
|
|
$
|
(4,631
|
)
|
Acquired above market ground lease
|
—
|
|
|
—
|
|
||
Accumulated amortization
|
791
|
|
|
691
|
|
||
Intangible liabilities, net
|
$
|
(3,686
|
)
|
|
$
|
(3,940
|
)
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Amortization of above and below market lease intangibles:
|
|
|
|
||||
Acquired above market lease costs
|
$
|
(102
|
)
|
|
$
|
(124
|
)
|
Acquired below market lease costs
|
254
|
|
|
272
|
|
||
Net other revenues increase attributable to amortization
|
$
|
152
|
|
|
$
|
148
|
|
|
|
|
|
||||
Acquired in-place lease intangibles
|
$
|
608
|
|
|
$
|
964
|
|
Acquired below market ground lease
|
$
|
647
|
|
|
$
|
380
|
|
Advance bookings
|
$
|
1,699
|
|
|
$
|
2,485
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Amortization of above and below market lease intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired above market lease costs
|
$
|
(38
|
)
|
|
$
|
(20
|
)
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
Acquired below market lease costs
|
249
|
|
|
194
|
|
|
194
|
|
|
194
|
|
|
194
|
|
|
2,661
|
|
|
3,686
|
|
|||||||
Net other revenues increase attributable to amortization
|
$
|
211
|
|
|
$
|
174
|
|
|
$
|
175
|
|
|
$
|
194
|
|
|
$
|
194
|
|
|
$
|
2,661
|
|
|
$
|
3,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired in-place lease intangibles
|
$
|
471
|
|
|
$
|
157
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
728
|
|
Acquired below market ground lease
|
669
|
|
|
669
|
|
|
669
|
|
|
669
|
|
|
669
|
|
|
30,606
|
|
|
33,951
|
|
|||||||
Advance bookings
|
31
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
|
|
|
|
|
|
Balance Outstanding as of
|
|||||||
|
Rate Type
(1)
|
|
Rate
(2)
|
|
Maturity Date
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|||||
Renaissance Atlanta Waverly Hotel & Convention Center
(3)
|
Fixed
|
|
5.50
|
%
|
|
12/6/2016
|
|
$
|
—
|
|
|
$
|
97,000
|
|
Renaissance Austin Hotel
(4)
|
Fixed
|
|
5.51
|
%
|
|
12/8/2016
|
|
—
|
|
|
83,000
|
|
||
Courtyard Pittsburgh Downtown
(5)
|
Fixed
|
|
4.00
|
%
|
|
3/1/2017
|
|
—
|
|
|
22,607
|
|
||
Marriott Griffin Gate Resort & Spa
(6)
|
Variable
|
|
3.02
|
%
|
|
3/23/2017
|
|
—
|
|
|
34,374
|
|
||
Courtyard Birmingham Downtown at UAB
(4)
|
Fixed
|
|
5.25
|
%
|
|
4/1/2017
|
|
—
|
|
|
13,353
|
|
||
Hilton University of Florida Conference Center Gainesville
(7)
|
Fixed
|
|
6.46
|
%
|
|
2/1/2018
|
|
—
|
|
|
27,775
|
|
||
Fairmont Dallas
|
Variable
|
|
2.66
|
%
|
|
4/10/2018
|
|
55,498
|
|
|
56,217
|
|
||
Residence Inn Denver City Center
|
Variable
|
|
3.00
|
%
|
|
4/17/2018
|
|
45,210
|
|
|
45,210
|
|
||
Bohemian Hotel Savannah Riverfront
|
Variable
|
|
3.10
|
%
|
|
12/17/2018
|
|
27,480
|
|
|
27,480
|
|
||
Andaz Savannah
|
Variable
|
|
2.62
|
%
|
|
1/14/2019
|
|
21,500
|
|
|
21,500
|
|
||
Hotel Monaco Denver
|
Fixed
(8)
|
|
2.98
|
%
|
|
1/17/2019
|
|
41,000
|
|
|
41,000
|
|
||
Hotel Monaco Chicago
(9)
|
Variable
|
|
2.95
|
%
|
|
1/17/2019
|
|
21,644
|
|
|
26,000
|
|
||
Loews New Orleans Hotel
|
Variable
|
|
2.98
|
%
|
|
2/22/2019
|
|
37,500
|
|
|
37,500
|
|
||
Andaz Napa
|
Fixed
(10)
|
|
2.99
|
%
|
|
3/21/2019
|
|
38,000
|
|
|
38,000
|
|
||
Westin Galleria Houston & Westin Oaks Houston at The Galleria
|
Variable
|
|
3.12
|
%
|
(11)
|
5/1/2019
|
|
110,000
|
|
|
110,000
|
|
||
Marriott Charleston Town Center
|
Fixed
|
|
3.85
|
%
|
|
7/1/2020
|
|
16,403
|
|
|
16,877
|
|
||
Grand Bohemian Hotel Charleston (VIE)
|
Variable
|
|
3.16
|
%
|
|
11/10/2020
|
|
19,628
|
|
|
19,950
|
|
||
Grand Bohemian Hotel Mountain Brook (VIE)
|
Variable
|
|
3.26
|
%
|
|
12/27/2020
|
|
25,899
|
|
|
25,784
|
|
||
Marriott Dallas City Center
(12)
|
Variable
|
|
3.01
|
%
|
|
1/3/2022
|
|
51,000
|
|
|
40,090
|
|
||
Hyatt Regency Santa Clara
(12)
|
Variable
|
|
2.76
|
%
|
|
1/3/2022
|
|
90,000
|
|
|
60,200
|
|
||
Hotel Palomar Philadelphia
(13)
|
Fixed
(13)
|
|
4.14
|
%
|
|
1/13/2023
|
|
60,000
|
|
|
—
|
|
||
Residence Inn Boston Cambridge
(14)
|
Fixed
|
|
4.48
|
%
|
|
11/1/2025
|
|
63,000
|
|
|
63,000
|
|
||
Grand Bohemian Hotel Orlando
(15)
|
Fixed
|
|
4.53
|
%
|
|
3/1/2026
|
|
60,000
|
|
|
49,360
|
|
||
Total Mortgage Loans
|
|
|
3.31
|
%
|
(2)
|
|
|
$
|
783,762
|
|
|
$
|
956,277
|
|
Mortgage Loan Premium / Discounts, net
(16)
|
—
|
|
—
|
|
|
—
|
|
(319
|
)
|
|
(661
|
)
|
||
Unamortized Deferred Financing Costs, net
|
—
|
|
—
|
|
|
—
|
|
(6,311
|
)
|
|
(8,305
|
)
|
||
Senior Unsecured Credit Facility
|
Variable
|
|
2.31
|
%
|
|
2/3/2019
|
|
—
|
|
|
—
|
|
||
Unsecured Term Loan $175M
|
Fixed
(17)
|
|
2.74
|
%
|
|
2/15/2021
|
|
175,000
|
|
|
175,000
|
|
||
Unsecured Term Loan $125M
(18)
|
Fixed
(17)
|
|
3.53
|
%
|
|
10/22/2022
|
|
125,000
|
|
|
—
|
|
||
Debt, net of loan discounts, premiums and unamortized deferred financing costs
(19)
|
|
|
3.24
|
%
|
(2)
|
|
|
$
|
1,077,132
|
|
|
$
|
1,122,311
|
|
(1)
|
Variable index is one month LIBOR.
|
(2)
|
Represents the weighted average interest rate as of
December 31, 2016
.
|
(3)
|
In September 2016, the Company elected its prepayment option and repaid the outstanding balance of the mortgage loan of
$97 million
.
|
(4)
|
In October 2016, the Company elected its prepayment option for the Renaissance Austin Hotel and the Courtyard Birmingham Downtown at UAB and repaid the outstanding balances of the mortgage loans of
$83 million
and
$13 million
, respectively.
|
(5)
|
In June 2016, the Company elected its prepayment option and repaid the outstanding balance of the mortgage loan of
$22.3 million
.
|
(6)
|
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. In October 2016, the Company elected its prepayment option and repaid the outstanding balance of the mortgage loan of
$33.8 million
.
|
(7)
|
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
.
|
(8)
|
In August 2016, the Company entered into an interest rate swap agreement for the entire
$41.0 million
mortgage loan to fix the interest rate at
2.98%
for the remaining term of the loan.
|
(9)
|
During 2016, the Company made additional principal payments of
$4.4 million
to comply with covenant requirements under the terms of the mortgage loan.
|
(10)
|
Obtained incremental proceeds under terms of the mortgage of
$7.5 million
in November 2015. Then, in August 2016, the Company entered into an interest rate swap agreement for the entire
$38.0 million
mortgage loan to fix the interest rate at
2.99%
for the remaining term of the loan.
|
(11)
|
The Company modified the terms of the loan in December 2015 to lower the interest rate spread over LIBOR from
3.15%
to
2.50%
and to extend the prepayment provision.
|
(12)
|
In October 2016, the Company modified the loans collateralized by the Marriott Dallas City Center and the Hyatt Regency Santa Clara. The amendments resulted in
$11 million
and
$30 million
of additional proceeds, respectively, and extended the maturity dates to January 2022.
|
(13)
|
In January 2016, the Company entered into a
$60 million
mortgage loan maturing in January 2023. Simultaneously with the closing of the mortgage loan, the Company entered into an interest rate swap to fix the interest rate at
4.14%
for the remaining term of the loan.
|
(14)
|
In October 2015, Company refinanced the mortgage with a new loan bearing a
4.48%
fixed interest rate and November 2025 maturity. Additional proceeds of
$33 million
were received under the refinanced terms of the mortgage.
|
(15)
|
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 of approximately
$11 million
were received under the refinanced terms of the mortgage, which increased the principal of the loan from approximately
$49 million
to
$60 million
.
|
(16)
|
Loan premium/(discounts) on assumed mortgages recorded in purchase accounting and/or upon modification, net of the accumulated amortization.
|
(17)
|
LIBOR has been fixed for the entire term of the loan. The spread may vary, as it is determined by the Company's leverage ratio.
|
(18)
|
Funded in January 2016 in connection with the acquisition of the Hotel Commonwealth.
|
(19)
|
Includes the Hilton University of Florida Conference Center Gainesville mortgage of
$27.8 million
that is included in liabilities associates with assets held for sale on the consolidated balance sheet as of
December 31, 2015
.
|
|
|
As of
December 31, 2016 |
|
Weighted average
interest rate |
||
2017
|
|
$
|
2,612
|
|
|
3.26%
|
2018
|
|
130,900
|
|
|
2.91%
|
|
2019
|
|
273,377
|
|
|
3.02%
|
|
2020
|
|
59,111
|
|
|
3.42%
|
|
2021
|
|
177,269
|
|
|
2.81%
|
|
Thereafter
|
|
440,493
|
|
|
3.68%
|
|
Total Debt
|
|
$
|
1,083,762
|
|
|
3.24%
|
Total Mortgage Discounts, net
|
|
(319
|
)
|
|
—
|
|
Unamortized Deferred Financing Costs, net
|
|
(6,311
|
)
|
|
—
|
|
Debt,
net of loan discounts and unamortized deferred financing costs
|
|
$
|
1,077,132
|
|
|
3.24%
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amounts
|
|
Fair Value
|
||||||||||||
Hedged Debt
|
|
Type
|
|
Fixed Rate
|
|
Index
|
|
Effective Date
|
|
Maturity
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
$175M Term Loan
|
|
Swap
|
|
1.30%
|
|
1-Month LIBOR + 1.50%
|
|
10/22/2015
|
|
2/15/2021
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
767
|
|
|
$
|
604
|
|
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.50%
|
|
10/22/2015
|
|
2/15/2021
|
|
65,000
|
|
|
65,000
|
|
|
1,022
|
|
|
817
|
|
||||
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.50%
|
|
10/22/2015
|
|
2/15/2021
|
|
60,000
|
|
|
60,000
|
|
|
940
|
|
|
754
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
50,000
|
|
|
50,000
|
|
|
193
|
|
|
(229
|
)
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
25,000
|
|
|
88
|
|
|
(145
|
)
|
||||
$125M Term Loan
|
|
Swap
|
|
1.84%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
25,000
|
|
|
84
|
|
|
(126
|
)
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.80%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
25,000
|
|
|
80
|
|
|
(132
|
)
|
||||
Mortgage Debt
|
|
Swap
|
|
1.54%
|
|
1-Month LIBOR + 2.60%
|
|
1/13/2016
|
|
1/13/2023
|
|
60,000
|
|
|
—
|
|
|
1,200
|
|
|
—
|
|
||||
Mortgage Debt
|
|
Swap
|
|
0.88%
|
|
1-Month LIBOR + 2.50%
|
|
9/1/2016
|
|
1/17/2019
|
|
41,000
|
|
|
—
|
|
|
327
|
|
|
—
|
|
||||
Mortgage Debt
|
|
Swap
|
|
0.89%
|
|
1-Month LIBOR + 2.50%
|
|
9/1/2016
|
|
3/21/2019
|
|
38,000
|
|
|
—
|
|
|
354
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
439,000
|
|
|
$
|
300,000
|
|
|
$
|
5,055
|
|
|
1,543
|
|
•
|
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
|
||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Description
|
|
Significant Unobservable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 2)
|
||||
Assets
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
5,055
|
|
|
$
|
1,820
|
|
Liabilities
|
|
|
|
|
||||
Interest rate swaps
|
|
—
|
|
|
(277
|
)
|
||
Total
|
|
$
|
5,055
|
|
|
$
|
1,543
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Debt
|
|
$
|
1,083,443
|
|
|
$
|
1,074,820
|
|
|
$
|
1,130,616
|
|
|
$
|
1,137,149
|
|
Total
|
|
$
|
1,083,443
|
|
|
$
|
1,074,820
|
|
|
$
|
1,130,616
|
|
|
$
|
1,137,149
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(3,139
|
)
|
|
$
|
(4,028
|
)
|
|
$
|
(1,340
|
)
|
State
|
(1,196
|
)
|
|
(2,178
|
)
|
|
(1,102
|
)
|
|||
Total current
|
$
|
(4,335
|
)
|
|
$
|
(6,206
|
)
|
|
$
|
(2,442
|
)
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(71
|
)
|
|
$
|
(471
|
)
|
|
$
|
(3,303
|
)
|
State
|
(671
|
)
|
|
382
|
|
|
(120
|
)
|
|||
Total deferred
|
$
|
(742
|
)
|
|
$
|
(89
|
)
|
|
$
|
(3,423
|
)
|
Total tax provision
|
$
|
(5,077
|
)
|
|
$
|
(6,295
|
)
|
|
$
|
(5,865
|
)
|
Total tax provision attributable to discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,566
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Provision for income taxes at statutory rate
|
$
|
(32,024
|
)
|
|
$
|
(33,393
|
)
|
|
$
|
(14,199
|
)
|
Tax benefit related to REIT operations
|
28,351
|
|
|
27,783
|
|
|
8,786
|
|
|||
Income for which no federal tax benefit was recognized
|
(7
|
)
|
|
(1,930
|
)
|
|
(3,092
|
)
|
|||
Valuation allowances
|
(20
|
)
|
|
2,752
|
|
|
3,496
|
|
|||
Impact of rate change on deferred tax balances
|
(666
|
)
|
|
—
|
|
|
—
|
|
|||
State tax provision, net of federal
|
(986
|
)
|
|
(1,706
|
)
|
|
(1,015
|
)
|
|||
Other
|
275
|
|
|
199
|
|
|
159
|
|
|||
Total tax provision
|
$
|
(5,077
|
)
|
|
$
|
(6,295
|
)
|
|
$
|
(5,865
|
)
|
|
2016
|
|
2015
|
||||
Net operating loss
|
$
|
4,501
|
|
|
$
|
5,063
|
|
Deferred income
|
1,414
|
|
|
1,567
|
|
||
Miscellaneous
|
89
|
|
|
100
|
|
||
Total deferred tax assets
|
$
|
6,004
|
|
|
$
|
6,730
|
|
Less: Valuation allowance
|
(4,442
|
)
|
|
(4,426
|
)
|
||
Net deferred tax assets
|
$
|
1,562
|
|
|
$
|
2,304
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
86,730
|
|
|
$
|
89,131
|
|
|
$
|
34,679
|
|
Non-controlling interests in consolidated entities (Note 5)
|
268
|
|
|
567
|
|
|
—
|
|
|||
Non-controlling interests of common units in Operating Partnership (Note 1)
|
(1,143
|
)
|
|
(451
|
)
|
|
—
|
|
|||
Dividends, preferred shares
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
Dividends, unvested share-based compensation
|
(473
|
)
|
|
(132
|
)
|
|
—
|
|
|||
Net income from continuing operations available to common stockholders
|
$
|
85,382
|
|
|
$
|
89,103
|
|
|
$
|
34,679
|
|
Net income (loss) from discontinued operations, net of tax
|
—
|
|
|
(489
|
)
|
|
75,120
|
|
|||
Net income available to common stockholders
|
$
|
85,382
|
|
|
$
|
88,614
|
|
|
$
|
109,799
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding - Basic
|
108,012,708
|
|
|
111,989,686
|
|
|
113,397,997
|
|
|||
Effect of dilutive share-based compensation
|
130,290
|
|
|
148,537
|
|
|
—
|
|
|||
Weighted average shares outstanding - Diluted
|
108,142,998
|
|
|
112,138,223
|
|
|
113,397,997
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.31
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.66
|
|
|||
Net income per share
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.97
|
|
|
2014 Share Unit Plan Share Units
|
|
2015 Incentive Award Plan Restricted Stock Units
(1)
|
|
2015 Incentive Award Plan LTIP Units
(1)
|
|
Total
|
||||||||
Non-vested 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
|
)
|
||||
Non-vested as of December 31, 2015
|
342,219
|
|
|
84,701
|
|
|
498,049
|
|
|
924,969
|
|
||||
Granted
|
—
|
|
|
182,599
|
|
|
899,609
|
|
|
1,082,208
|
|
||||
Vested
|
(98,450
|
)
|
|
(29,148
|
)
|
|
(95,559
|
)
|
|
(223,157
|
)
|
||||
Expired
|
—
|
|
|
—
|
|
|
(42,486
|
)
|
|
(42,486
|
)
|
||||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-vested as of December 31, 2016
|
243,769
|
|
|
238,152
|
|
|
1,259,613
|
|
|
1,741,534
|
|
||||
Vested as of December 31, 2016
|
107,427
|
|
|
29,148
|
|
|
118,960
|
|
|
255,535
|
|
||||
Weighted average fair value of non-vested shares/units
|
$
|
20.18
|
|
|
$
|
14.92
|
|
|
$
|
9.67
|
|
|
$
|
11.86
|
|
(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
|
|
Volatility
|
|
Interest Rate
|
|
Dividend Yield
|
May 5, 2015
|
|
|
|
|
|
|
|
|
|
|
Absolute TSR Restricted Stock Units
|
|
25%
|
|
$9.51
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
Relative TSR Restricted Stock Units
|
|
75%
|
|
$16.16
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
Absolute TSR Class A LTIPs
|
|
25%
|
|
$9.51
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
Relative TSR Class A LTIPs
|
|
75%
|
|
$16.16
|
|
26.85%
|
|
0.09% - 1.05%
|
|
4.25%
|
March 17, 2016 and April 25, 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%
|
2017
|
|
$
|
3,232
|
|
2018
|
|
3,232
|
|
|
2019
|
|
3,232
|
|
|
2020
|
|
3,232
|
|
|
2021
|
|
3,232
|
|
|
Thereafter
|
|
104,046
|
|
|
Total
|
|
$
|
120,206
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Total revenues
|
$
|
235,035
|
|
|
$
|
261,378
|
|
|
$
|
233,946
|
|
|
$
|
219,801
|
|
|
$
|
950,160
|
|
Net income (loss) from continuing operations
|
(9,169
|
)
|
|
26,141
|
|
|
20,431
|
|
|
49,327
|
|
|
86,730
|
|
|||||
Net income (loss) attributable to non-controlling interests
|
254
|
|
|
(373
|
)
|
|
(189
|
)
|
|
(567
|
)
|
|
(875
|
)
|
|||||
Net income (loss) attributable to the Company
|
(8,915
|
)
|
|
25,768
|
|
|
20,242
|
|
|
48,760
|
|
|
85,855
|
|
|||||
Net income (loss) attributable to common stockholders
|
(8,915
|
)
|
|
25,768
|
|
|
20,242
|
|
|
48,760
|
|
|
85,855
|
|
|||||
Net income (loss) per share available to common stockholders, basic and diluted
|
$
|
(0.08
|
)
|
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
$
|
0.44
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Total revenues
|
$
|
227,874
|
|
|
$
|
251,223
|
|
|
$
|
248,453
|
|
|
$
|
248,594
|
|
|
$
|
976,144
|
|
Net income (loss) from continuing operations
|
(14,377
|
)
|
|
23,750
|
|
|
17,847
|
|
|
61,911
|
|
|
89,131
|
|
|||||
Net loss from discontinued operations
|
(489
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(489
|
)
|
|||||
Net income (loss) attributable to non-controlling interests
|
—
|
|
|
(3
|
)
|
|
251
|
|
|
(132
|
)
|
|
116
|
|
|||||
Net income (loss) attributable to the Company
|
(14,866
|
)
|
|
23,747
|
|
|
18,098
|
|
|
61,779
|
|
|
88,758
|
|
|||||
Net income (loss) attributable to common stockholders
|
(14,866
|
)
|
|
23,739
|
|
|
18,094
|
|
|
61,779
|
|
|
88,746
|
|
|||||
Net income (loss) per share available to common stockholders, basic and diluted
|
$
|
(0.13
|
)
|
|
$
|
0.21
|
|
|
$
|
0.16
|
|
|
$
|
0.55
|
|
|
$
|
0.79
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
|
|
Gross amount at which carried at end of period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Property
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Land Basis (C)
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements(D)
|
|
Total (D,E)
|
|
Accumulated Depreciation(D,F)
|
|
Year of Original Construction
|
|
Date of Acquisition
|
|
Life on Which Depreciation in Latest Income Statement is Computed
|
||||||||||||||||||
Andaz Napa
Napa, CA |
|
$
|
38,000
|
|
|
$
|
10,150
|
|
|
$
|
57,012
|
|
|
$
|
—
|
|
|
$
|
797
|
|
|
$
|
10,150
|
|
|
$
|
57,809
|
|
|
$
|
67,959
|
|
|
$
|
12,351
|
|
|
2009
|
|
9/20/2013
|
|
5 - 30 years
|
Andaz San Diego
San Diego, CA |
|
—
|
|
|
6,949
|
|
|
43,430
|
|
|
—
|
|
|
4,684
|
|
|
6,949
|
|
|
48,114
|
|
|
55,063
|
|
|
9,088
|
|
|
1914
|
|
3/4/2013
|
|
5 - 30 years
|
|||||||||
Andaz Savannah
Savannah, GA |
|
21,500
|
|
|
2,680
|
|
|
36,212
|
|
|
—
|
|
|
553
|
|
|
2,680
|
|
|
36,765
|
|
|
39,445
|
|
|
5,275
|
|
|
2009
|
|
9/10/2013
|
|
5 - 30 years
|
|||||||||
Aston Waikiki Beach Hotel
Honolulu, HI |
|
—
|
|
|
—
|
|
|
171,989
|
|
|
—
|
|
|
4,836
|
|
|
—
|
|
|
176,825
|
|
|
176,825
|
|
|
24,312
|
|
|
1969
|
|
2/28/2014
|
|
5 - 30 years
|
|||||||||
Bohemian Hotel Celebration, an Autograph Collection Hotel
Celebration, FL |
|
—
|
|
|
1,232
|
|
|
19,000
|
|
|
—
|
|
|
1,310
|
|
|
1,232
|
|
|
20,310
|
|
|
21,542
|
|
|
3,888
|
|
|
1999
|
|
2/6/2013
|
|
5 - 30 years
|
|||||||||
Bohemian Hotel Savannah, an Autograph Collection Hotel
Savannah, GA |
|
27,480
|
|
|
2,300
|
|
|
24,240
|
|
|
—
|
|
|
1,176
|
|
|
2,300
|
|
|
25,416
|
|
|
27,716
|
|
|
6,652
|
|
|
2009
|
|
8/9/2012
|
|
5 - 30 years
|
|||||||||
Canary Santa Barbara
Santa Barbara, CA |
|
—
|
|
|
22,361
|
|
|
57,822
|
|
|
—
|
|
|
589
|
|
|
22,361
|
|
|
58,411
|
|
|
80,772
|
|
|
3,822
|
|
|
2005
|
|
7/16/2015
|
|
5 - 30 years
|
|||||||||
Courtyard Birmingham Downtown at UAB
Birmingham, AL |
|
—
|
|
|
—
|
|
|
20,810
|
|
|
1,552
|
|
|
2,411
|
|
|
1,552
|
|
|
23,221
|
|
|
24,773
|
|
|
10,510
|
|
|
2005
|
|
2/8/2008
|
|
5 - 30 years
|
|||||||||
Courtyard Fort Worth Downtown/Blackstone
Fort Worth, TX |
|
—
|
|
|
774
|
|
|
45,820
|
|
|
—
|
|
|
6,342
|
|
|
774
|
|
|
52,162
|
|
|
52,936
|
|
|
21,986
|
|
|
1929
|
|
2/8/2008
|
|
5 - 30 years
|
|||||||||
Courtyard Kansas City Country Club Plaza
Kansas City, MO |
|
—
|
|
|
3,426
|
|
|
16,349
|
|
|
—
|
|
|
3,868
|
|
|
3,426
|
|
|
20,217
|
|
|
23,643
|
|
|
9,617
|
|
|
1926
|
|
7/1/2007
|
|
5 - 30 years
|
|||||||||
Courtyard Pittsburgh Downtown
Pittsburgh, PA |
|
—
|
|
|
2,700
|
|
|
33,086
|
|
|
—
|
|
|
2,711
|
|
|
2,700
|
|
|
35,797
|
|
|
38,497
|
|
|
11,201
|
|
|
1898/1902
|
|
5/11/2010
|
|
5 - 30 years
|
|||||||||
Fairmont Dallas
Dallas, TX |
|
55,498
|
|
|
8,700
|
|
|
60,634
|
|
|
—
|
|
|
17,175
|
|
|
8,700
|
|
|
77,809
|
|
|
86,509
|
|
|
27,569
|
|
|
1968
|
|
8/1/2011
|
|
5 - 30 years
|
|||||||||
Grand Bohemian Hotel Charleston
Charleston, SC |
|
19,628
|
|
|
4,550
|
|
|
26,582
|
|
|
—
|
|
|
119
|
|
|
4,550
|
|
|
26,701
|
|
|
31,251
|
|
|
1,776
|
|
|
2015
|
|
8/27/2015
|
|
5 - 30 years
|
|||||||||
Grand Bohemian Hotel Mountain Brook
Birmingham, AL |
|
25,899
|
|
|
2,000
|
|
|
42,246
|
|
|
—
|
|
|
277
|
|
|
2,000
|
|
|
42,523
|
|
|
44,523
|
|
|
2,625
|
|
|
2015
|
|
10/22/2015
|
|
5 - 30 years
|
|||||||||
Grand Bohemian Hotel Orlando, an Autograph Collection Hotel
Orlando, FL |
|
60,000
|
|
|
7,739
|
|
|
75,510
|
|
|
—
|
|
|
3,132
|
|
|
7,739
|
|
|
78,642
|
|
|
86,381
|
|
|
15,844
|
|
|
2001
|
|
12/27/2012
|
|
5 - 30 years
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
|
|
Gross amount at which carried at end of period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Hotel
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Land Basis (C)
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements(D)
|
|
Total (D,E)
|
|
Accumulated Depreciation(D,F)
|
|
Year of Original Construction
|
|
Date of Acquisition
|
|
Life on Which Depreciation in Latest Income Statement is Computed
|
||||||||||||||||||
Hampton Inn & Suites Baltimore Inner Harbor
Baltimore, MD |
|
$
|
—
|
|
|
$
|
1,700
|
|
|
$
|
21,067
|
|
|
$
|
—
|
|
|
$
|
2,197
|
|
|
$
|
1,700
|
|
|
$
|
23,264
|
|
|
$
|
24,964
|
|
|
$
|
9,060
|
|
|
1906
|
|
7/1/2007
|
|
5 - 30 years
|
Hilton Garden Inn Washington DC Downtown
Washington, DC |
|
—
|
|
|
18,800
|
|
|
64,359
|
|
|
—
|
|
|
6,087
|
|
|
18,800
|
|
|
70,446
|
|
|
89,246
|
|
|
30,175
|
|
|
2000
|
|
2/8/2008
|
|
5 - 30 years
|
|||||||||
Hotel Commonwealth
Boston, MA |
|
—
|
|
|
—
|
|
|
114,085
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
114,296
|
|
|
114,296
|
|
|
5,222
|
|
|
2003
|
|
1/15/2016
|
|
5 - 30 years
|
|||||||||
Hotel Monaco Chicago
Chicago, IL |
|
21,644
|
|
|
15,056
|
|
|
40,841
|
|
|
—
|
|
|
1,727
|
|
|
15,056
|
|
|
42,568
|
|
|
57,624
|
|
|
7,667
|
|
|
1912
|
|
11/1/2013
|
|
5 - 30 years
|
|||||||||
Hotel Monaco Denver
Denver, CO |
|
41,000
|
|
|
5,742
|
|
|
69,158
|
|
|
—
|
|
|
1,656
|
|
|
5,742
|
|
|
70,814
|
|
|
76,556
|
|
|
11,421
|
|
|
1917/1937
|
|
11/1/2013
|
|
5 - 30 years
|
|||||||||
Hotel Monaco Salt Lake City
Salt Lake City, UT |
|
—
|
|
|
1,777
|
|
|
56,156
|
|
|
—
|
|
|
3,002
|
|
|
1,777
|
|
|
59,158
|
|
|
60,935
|
|
|
9,233
|
|
|
1924
|
|
11/1/2013
|
|
5 - 30 years
|
|||||||||
Hotel Palomar Philadelphia
Philadelphia, PA |
|
60,000
|
|
|
9,060
|
|
|
90,909
|
|
|
—
|
|
|
671
|
|
|
9,060
|
|
|
91,580
|
|
|
100,640
|
|
|
6,277
|
|
|
1929
|
|
7/28/2015
|
|
5 - 30 years
|
|||||||||
Hyatt Centric Key West Resort & Spa
Key West, FL |
|
—
|
|
|
40,986
|
|
|
34,529
|
|
|
—
|
|
|
5,393
|
|
|
40,986
|
|
|
39,922
|
|
|
80,908
|
|
|
6,307
|
|
|
1988
|
|
11/15/2103
|
|
5 - 30 years
|
|||||||||
Hyatt Regency Santa Clara
Santa Clara, CA |
|
90,000
|
|
|
—
|
|
|
100,227
|
|
|
—
|
|
|
11,661
|
|
|
—
|
|
|
111,888
|
|
|
111,888
|
|
|
19,482
|
|
|
1986
|
|
9/20/2013
|
|
5 - 30 years
|
|||||||||
Key West Bottling Court Retail Center
Key West, FL |
|
—
|
|
|
4,144
|
|
|
2,682
|
|
|
—
|
|
|
18
|
|
|
4,144
|
|
|
2,700
|
|
|
6,844
|
|
|
187
|
|
|
1953
|
|
11/25/2014
|
|
5 - 30 years
|
|||||||||
Loews New Orleans
New Orleans, LA |
|
37,500
|
|
|
3,529
|
|
|
70,652
|
|
|
—
|
|
|
5,387
|
|
|
3,529
|
|
|
76,039
|
|
|
79,568
|
|
|
11,285
|
|
|
1972
|
|
10/11/2013
|
|
5 - 30 years
|
|||||||||
Lorien Hotel & Spa
Alexandria, VA |
|
—
|
|
|
4,365
|
|
|
40,888
|
|
|
—
|
|
|
1,006
|
|
|
4,365
|
|
|
41,894
|
|
|
46,259
|
|
|
8,064
|
|
|
2009
|
|
10/24/2013
|
|
5 - 30 years
|
|||||||||
Marriott Charleston Town Center
Charleston, WV |
|
16,403
|
|
|
—
|
|
|
26,647
|
|
|
—
|
|
|
9,017
|
|
|
—
|
|
|
35,664
|
|
|
35,664
|
|
|
12,794
|
|
|
1982
|
|
2/25/2011
|
|
5 - 30 years
|
|||||||||
Marriott Chicago at Medical District/UIC
Chicago, IL |
|
—
|
|
|
8,831
|
|
|
17,911
|
|
|
—
|
|
|
6,036
|
|
|
8,831
|
|
|
23,947
|
|
|
32,778
|
|
|
11,983
|
|
|
1988
|
|
2/8/2008
|
|
5 - 30 years
|
|||||||||
Marriott Dallas City Center
Dallas, TX |
|
51,000
|
|
|
6,300
|
|
|
45,158
|
|
|
—
|
|
|
20,598
|
|
|
6,300
|
|
|
65,756
|
|
|
72,056
|
|
|
27,193
|
|
|
1980
|
|
9/30/2010
|
|
5 - 30 years
|
|||||||||
Marriott Griffin Gate Resort & Spa
Lexington, KY |
|
—
|
|
|
8,638
|
|
|
54,960
|
|
|
1,498
|
|
|
8,992
|
|
|
10,136
|
|
|
63,952
|
|
|
74,088
|
|
|
17,026
|
|
|
1981
|
|
3/23/2012
|
|
5 - 30 years
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
|
|
Gross amount at which carried at end of period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Hotel
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Land Basis (C)
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements(D)
|
|
Total (D,E)
|
|
Accumulated Depreciation(D,F)
|
|
Year of Original Construction
|
|
Date of Acquisition
|
|
Life on Which Depreciation in Latest Income Statement is Computed
|
||||||||||||||||||
Marriott Napa Valley Hotel & Spa
Napa Valley, CA |
|
$
|
—
|
|
|
$
|
14,800
|
|
|
$
|
57,223
|
|
|
$
|
—
|
|
|
$
|
16,038
|
|
|
$
|
14,800
|
|
|
$
|
73,261
|
|
|
$
|
88,061
|
|
|
$
|
16,166
|
|
|
1979
|
|
8/26/2011
|
|
5 - 30 years
|
Marriott San Francisco Airport Waterfront
San Francisco, CA |
|
—
|
|
|
36,700
|
|
|
72,370
|
|
|
—
|
|
|
23,236
|
|
|
36,700
|
|
|
95,606
|
|
|
132,306
|
|
|
23,670
|
|
|
1985
|
|
3/23/2012
|
|
5 - 30 years
|
|||||||||
Marriott West Des Moines
Des Moines, IA |
|
—
|
|
|
3,410
|
|
|
15,416
|
|
|
—
|
|
|
5,669
|
|
|
3,410
|
|
|
21,085
|
|
|
24,495
|
|
|
8,189
|
|
|
1981
|
|
5/11/2010
|
|
5 - 30 years
|
|||||||||
Marriott Woodlands Waterway Hotel & Convention Center
Woodlands, TX |
|
—
|
|
|
5,500
|
|
|
98,886
|
|
|
—
|
|
|
29,972
|
|
|
5,500
|
|
|
128,858
|
|
|
134,358
|
|
|
52,151
|
|
|
2002
|
|
11/21/2007
|
|
5 - 30 years
|
|||||||||
Renaissance Atlanta Waverly Hotel & Convention Center
Atlanta, GA |
|
—
|
|
|
6,834
|
|
|
90,792
|
|
|
—
|
|
|
12,406
|
|
|
6,834
|
|
|
103,198
|
|
|
110,032
|
|
|
24,956
|
|
|
1983
|
|
3/23/2012
|
|
5 - 30 years
|
|||||||||
Renaissance Austin Hotel
Austin, TX |
|
—
|
|
|
10,656
|
|
|
97,960
|
|
|
—
|
|
|
12,562
|
|
|
10,656
|
|
|
110,522
|
|
|
121,178
|
|
|
27,334
|
|
|
1986
|
|
3/23/2012
|
|
5 - 30 years
|
|||||||||
Residence Inn Baltimore Inner Harbor
Baltimore, MD |
|
—
|
|
|
—
|
|
|
55,410
|
|
|
—
|
|
|
4,612
|
|
|
—
|
|
|
60,022
|
|
|
60,022
|
|
|
25,226
|
|
|
2005
|
|
2/8/2008
|
|
5 - 30 years
|
|||||||||
Residence Inn Boston Cambridge
Cambridge, MA |
|
63,000
|
|
|
10,346
|
|
|
72,735
|
|
|
—
|
|
|
6,391
|
|
|
10,346
|
|
|
79,126
|
|
|
89,472
|
|
|
30,264
|
|
|
1999
|
|
2/8/2008
|
|
5 - 30 years
|
|||||||||
Residence Inn Denver City Center
Denver, CO |
|
45,210
|
|
|
5,291
|
|
|
74,638
|
|
|
—
|
|
|
679
|
|
|
5,291
|
|
|
75,317
|
|
|
80,608
|
|
|
12,274
|
|
|
2006
|
|
4/17/2013
|
|
5 - 30 years
|
|||||||||
RiverPlace Hotel
Portland, OR |
|
—
|
|
|
18,322
|
|
|
46,664
|
|
|
—
|
|
|
690
|
|
|
18,322
|
|
|
47,354
|
|
|
65,676
|
|
|
3,445
|
|
|
1985
|
|
7/16/2015
|
|
5 - 30 years
|
|||||||||
Westin Galleria Houston
Houston, TX |
|
60,000
|
|
|
7,842
|
|
|
112,850
|
|
|
—
|
|
|
12,127
|
|
|
7,842
|
|
|
124,977
|
|
|
132,819
|
|
|
19,287
|
|
|
1977
|
|
8/22/2013
|
|
5 - 30 years
|
|||||||||
Westin Oaks Houston at the Galleria
Houston, TX |
|
50,000
|
|
|
4,262
|
|
|
96,090
|
|
|
—
|
|
|
2,036
|
|
|
4,262
|
|
|
98,126
|
|
|
102,388
|
|
|
17,121
|
|
|
1971
|
|
8/22/2013
|
|
5 - 30 years
|
|||||||||
Totals
|
|
$
|
783,762
|
|
|
$
|
328,452
|
|
|
$
|
2,472,005
|
|
|
$
|
3,050
|
|
|
$
|
260,057
|
|
|
$
|
331,502
|
|
|
$
|
2,732,062
|
|
|
$
|
3,063,564
|
|
|
$
|
619,975
|
|
|
|
|
|
|
|
(A)
|
The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
|
(B)
|
The aggregate cost of real estate owned at December 31, 2016 for federal income tax purposes was approximately
$3,157 million
(unaudited).
|
(C)
|
Cost capitalized subsequent to acquisition includes payments under master lease agreements as well as additional tangible costs associated with investment properties, including any earn-out of tenant space. Impairment charges are recorded as a reduction in the basis.
|
(D)
|
Reconciliation of real estate owned (includes continuing operations and operations of assets classified as held for sale):
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
3,221,989
|
|
|
$
|
3,048,960
|
|
|
$
|
2,875,766
|
|
Acquisitions
|
114,085
|
|
|
245,138
|
|
|
178,022
|
|
|||
Capital improvements
|
57,919
|
|
|
50,640
|
|
|
48,489
|
|
|||
Reclasses of properties under development
|
—
|
|
|
75,378
|
|
|
—
|
|
|||
Disposals and write-offs
|
(330,429
|
)
|
|
(141,265
|
)
|
|
(53,317
|
)
|
|||
Properties classified as held for sale
|
—
|
|
|
(56,862
|
)
|
|
—
|
|
|||
Balance at December 31
|
$
|
3,063,564
|
|
|
$
|
3,221,989
|
|
|
$
|
3,048,960
|
|
(E)
|
Reconciliation of accumulated depreciation (includes continuing operations and operations of assets classified as held for sale):
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
580,285
|
|
|
$
|
505,986
|
|
|
$
|
376,510
|
|
Depreciation expense, continuing operations
|
143,212
|
|
|
142,530
|
|
|
137,476
|
|
|||
Depreciation expense, properties classified as held for sale
|
—
|
|
|
1,893
|
|
|
—
|
|
|||
Accumulated depreciation, properties classified as held for sale
|
—
|
|
|
(22,353
|
)
|
|
—
|
|
|||
Disposals and write-offs
|
(103,522
|
)
|
|
(47,771
|
)
|
|
(8,000
|
)
|
|||
Balance at December 31
|
$
|
619,975
|
|
|
$
|
580,285
|
|
|
$
|
505,986
|
|
(F)
|
Depreciation is computed based upon the following estimated lives:
|
Buildings and improvements
|
30 years
|
||
Tenant improvements
|
Life of the lease
|
||
Furniture, fixtures & equipment
|
5
|
-
|
15 years
|
1.
|
The second and third sentences of Section 10.2 of the Plan are hereby amended and restated in their entirety as follows:
|
2.
|
This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.
|
3.
|
Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.
|
|
/s/ Taylor Kessel
|
|
Taylor Kessel
|
|
Senior Vice President and General Counsel
|
|
|
(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.
|
Chatham Lodging Trust
|
Chesapeake Lodging Trust
|
DiamondRock Hospitality Company
|
FelCor Lodging Trust Incorporated
|
Hersha Hospitality Trust
|
Host Hotels & Resorts, Inc.
|
LaSalle Hotel Properties
|
Pebblebrook Hotel Trust
|
RLJ Lodging Trust
|
Ryman Hospitality Properties, Inc.
|
Summit Hotel Properties, Inc.
|
Sunstone Hotel Investors, Inc.
|
|
|
XENIA HOTELS & RESORTS, INC.,
|
|
|
|
a Maryland corporation
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title
|
|
|
|
|
|
|
|
|
XHR LP,
|
|
|
|
a Delaware limited partnership
|
|
|
By:
|
XHR GP, Inc., a Delaware corporation
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title
|
|
|
|
|
|
|
|
|
The participant hereby accepts and agrees to be bound
|
|
|
|
by all terms of and conditions of this Agreement.
|
|
|
|
|
|
|
|
<PARTC_NAME>
|
|
|
|
Company TSR
Percentage |
|
Absolute TSR Performance Vesting
Percentage |
||
|
|
< 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 |
|
|
|
< 25
th
Percentile
|
|
0
|
%
|
“Threshold Level”
|
|
25
th
Percentile
|
|
14.29
|
%
|
“Target Level”
|
|
50
th
Percentile
|
|
42.90
|
%
|
“Maximum Level”
|
|
≥
75
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.
|
Director:
|
|
$75,000
|
|
Chair of Audit Committee:
|
|
$20,000
|
|
Chair of Compensation Committee:
|
|
$17,500
|
|
Chair of Nominating and Governance Committee:
|
|
$15,000
|
|
Non-Chair Audit Committee Member:
|
|
$10,000
|
|
Non-Chair Compensation Committee Member:
|
|
$5,000
|
|
Non-Chair Nominating and Corporate Governance Committee Member:
|
|
$5,000
|
|
Non-Executive Chairman (additional retainer):
|
|
$95,000
|
|
Initial Grant:
|
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 $85,000 (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) $85,000 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.
|
Annual Grant:
|
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 $85,000 (the “
Annual Grant
”).
|
Election to Receive Common Stock:
|
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).
|
Non-Accredited Investors:
|
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.
|
Entity Name
|
|
Domestic Jurisdiction
|
131 East Redwood (Landlord), LLC
|
|
Maryland
|
131 East Redwood (Tenant), LLC
|
|
Maryland
|
Brookhollow Beverage Corporation
|
|
Texas
|
Evanston Hotel Associates, LLC
|
|
Delaware
|
Evanston Lessee, LLC
|
|
Delaware
|
IA Gainesville TRS, L.L.C.
|
|
Delaware
|
IA Kessler Charleston Meeting TRS, L.L.C.
|
|
Delaware
|
IA Kessler Charleston Meeting, L.L.C.
|
|
Delaware
|
IA Kessler Mountain Brook TRS, L.L.C.
|
|
Delaware
|
IA Kessler Mountain Brook, L.L.C.
|
|
Delaware
|
IA Lodging Alexandria King TRS, L.L.C.
|
|
Delaware
|
IA Lodging Alexandria King, L.L.C.
|
|
Delaware
|
IA Lodging Atlanta Waverly TRS, L.L.C.
|
|
Delaware
|
IA Lodging Atlanta Waverly, L.L.C.
|
|
Delaware
|
IA Lodging Austin Arboretum GP, L.L.C.
|
|
Delaware
|
IA Lodging Austin Arboretum Limited Partnership
|
|
Illinois
|
IA Lodging Austin Arboretum LP, L.L.C.
|
|
Delaware
|
IA Lodging Austin Arboretum TRS GP, L.L.C.
|
|
Delaware
|
IA Lodging Austin Arboretum TRS Limited Partnership
|
|
Illinois
|
IA Lodging Austin Arboretum TRS LP, L.L.C.
|
|
Delaware
|
IA Lodging Burlingame TRS, L.L.C.
|
|
Delaware
|
IA Lodging Burlingame, L.L.C.
|
|
Delaware
|
IA Lodging Celebration TRS, L.L.C.
|
|
Delaware
|
IA Lodging Celebration, L.L.C.
|
|
Delaware
|
IA Lodging Charleston Lee TRS, L.L.C.
|
|
Delaware
|
IA Lodging Charleston Lee, L.L.C.
|
|
Delaware
|
IA Lodging Chicago Wabash TRS, L.L.C.
|
|
Delaware
|
IA Lodging Chicago Wabash, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Akard Beverage Corporation
|
|
Texas
|
IA Lodging Dallas Akard GP, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Akard LP
|
|
Illinois
|
IA Lodging Dallas Akard LP, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Akard TRS GP, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Akard TRS LP
|
|
Illinois
|
IA Lodging Dallas Akard TRS LP, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Pearl GP, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Pearl Limited Partnership
|
|
Delaware
|
IA Lodging Dallas Pearl LP, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Pearl TRS Member, L.L.C.
|
|
Delaware
|
IA Lodging Dallas Pearl TRS, L.L.C.
|
|
Delaware
|
IA Lodging Denver Champa TRS, L.L.C.
|
|
Delaware
|
IA Lodging Denver Champa, L.L.C.
|
|
Delaware
|
IA Lodging Denver City Center TRS, L.L.C.
|
|
Delaware
|
IA Lodging Denver City Center, L.L.C.
|
|
Delaware
|
IA Lodging Gainesville, L.L.C.
|
|
Delaware
|
IA Lodging Garden Grove Harbor L.L.C.
|
|
Delaware
|
IA Lodging Garden Grove Harbor TRS, L.L.C.
|
|
Delaware
|
IA Lodging Houston Galleria GP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Galleria LP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Galleria TRS GP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Galleria TRS LP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Galleria TRS, L.P
|
|
Illinois
|
IA Lodging Houston Galleria, L.P.
|
|
Illinois
|
IA Lodging Houston Oaks GP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Oaks LP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Oaks TRS GP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Oaks TRS LP, L.L.C.
|
|
Delaware
|
IA Lodging Houston Oaks TRS, L.P.
|
|
Illinois
|
IA Lodging Houston Oaks, L.P.
|
|
Illinois
|
IA Lodging Key West TRS, L.L.C.
|
|
Delaware
|
IA Lodging Key West, L.L.C.
|
|
Delaware
|
IA Lodging Lexington Newtown TRS, L.L.C.
|
|
Delaware
|
IA Lodging Lexington Newtown, L.L.C.
|
|
Delaware
|
IA Lodging Napa First TRS, L.L.C.
|
|
Delaware
|
IA Lodging Napa First, L.L.C.
|
|
Delaware
|
IA Lodging Napa Solano TRS, L.L.C.
|
|
Delaware
|
IA Lodging Napa Solano, L.L.C.
|
|
Delaware
|
IA Lodging New Orleans TRS, L.L.C.
|
|
Delaware
|
IA Lodging New Orleans, L.L.C.
|
|
Delaware
|
IA Lodging Orlando Downtown TRS, L.L.C.
|
|
Delaware
|
IA Lodging Orlando Downtown, L.L.C.
|
|
Delaware
|
IA Lodging Pittsburgh Penn DST
|
|
Delaware
|
IA Lodging Pittsburgh Penn TRS DST
|
|
Delaware
|
IA Lodging Salt Lake City TRS, L.L.C.
|
|
Delaware
|
IA Lodging Salt Lake City, L.L.C.
|
|
Delaware
|
IA Lodging San Diego TRS, L.L.C.
|
|
Delaware
|
IA Lodging San Diego, L.L.C.
|
|
Delaware
|
IA Lodging Santa Clara TRS, L.L.C.
|
|
Delaware
|
IA Lodging Santa Clara, L.L.C.
|
|
Delaware
|
IA Lodging Savannah Barnard TRS, L.L.C.
|
|
Delaware
|
IA Lodging Savannah Barnard, L.L.C.
|
|
Delaware
|
IA Lodging Savannah TRS, L.L.C.
|
|
Delaware
|
IA Lodging Savannah, L.L.C.
|
|
Delaware
|
IA Lodging St. Louis TRS, L.L.C.
|
|
Delaware
|
IA Lodging St. Louis, L.L.C.
|
|
Delaware
|
IA Lodging Waikiki Beach TRS, L.L.C.
|
|
Delaware
|
IA Lodging Waikiki Beach, L.L.C.
|
|
Delaware
|
IA Lodging West Des Moines TRS, L.L.C.
|
|
Delaware
|
IA Lodging West Des Moines, L.L.C.
|
|
Delaware
|
IA Lodging Woodlands GP, L.L.C.
|
|
Delaware
|
IA Lodging Woodlands Limited Partnership
|
|
Illinois
|
IA Lodging Woodlands LP, L.L.C.
|
|
Delaware
|
IA Lodging Woodlands TRS GP, L.L.C.
|
|
Delaware
|
IA Lodging Woodlands TRS Limited Partnership
|
|
Illinois
|
IA Lodging Woodlands TRS LP, L.L.C.
|
|
Delaware
|
IA Urban Baltimore Hotel Associates I, L.L.C.
|
|
Maryland
|
IA Urban Hotels Atlanta Century TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Atlanta Century, L.L.C.
|
|
Delaware
|
IA Urban Hotels Baltimore TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Baltimore, L.L.C.
|
|
Delaware
|
IA Urban Hotels Birmingham TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Birmingham, L.L.C.
|
|
Delaware
|
IA Urban Hotels Cambridge TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Cambridge, L.L.C.
|
|
Delaware
|
IA Urban Hotels Chicago TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Chicago, L.L.C.
|
|
Delaware
|
IA Urban Hotels Denver TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Denver, L.L.C.
|
|
Delaware
|
IA Urban Hotels Fort Worth GP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Fort Worth Limited Partnership
|
|
Delaware
|
IA Urban Hotels Fort Worth LP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Fort Worth TRS GP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Fort Worth TRS Limited Partnership
|
|
Delaware
|
IA Urban Hotels Fort Worth TRS LP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Houston GP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Houston Limited Partnership
|
|
Delaware
|
IA Urban Hotels Houston LP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Houston TRS GP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Houston TRS Limited Partnership
|
|
Delaware
|
IA Urban Hotels Houston TRS LP, L.L.C.
|
|
Delaware
|
IA Urban Hotels Hunt Valley TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Hunt Valley, L.L.C.
|
|
Delaware
|
IA Urban Hotels Phoenix TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Phoenix, L.L.C.
|
|
Delaware
|
IA Urban Hotels Washington DC Franklin TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Washington DC Franklin, L.L.C.
|
|
Delaware
|
IA Urban Hotels Washington DC Terrace TRS, L.L.C.
|
|
Delaware
|
IA Urban Hotels Washington DC Terrace, L.L.C.
|
|
Delaware
|
IA Winston Hotels Chelsea TRS, L.L.C.
|
|
Delaware
|
IA Winston Hotels Kansas City TRS, L.L.C.
|
|
Delaware
|
IA Winston Hotels Kansas City, L.L.C.
|
|
Delaware
|
Philadelphia 17 GP, LLC
|
|
Delaware
|
Philadelphia 17 LP, LLC
|
|
Delaware
|
Xenia Hotels & Resorts, Inc.
|
|
Maryland
|
XHR Acquisitions, LLC
|
|
Delaware
|
XHR Boston Commonwealth LLC
|
|
Delaware
|
XHR Boston Commonwealth TRS LLC
|
|
Delaware
|
XHR Bottling Court, LLC
|
|
Delaware
|
XHR GP, Inc.
|
|
Delaware
|
XHR Holding, Inc.
|
|
Delaware
|
XHR LP
|
|
Delaware
|
XHR Management, LLC
|
|
Delaware
|
XHR Payment Manager, L.L.C.
|
|
Delaware
|
XHR Philadelphia 17 LLC
|
|
Delaware
|
XHR Philadelphia 17 TRS LLC
|
|
Delaware
|
XHR Portland LLC
|
|
Delaware
|
XHR Portland TRS LLC
|
|
Delaware
|
XHR Santa Barbara LLC
|
|
Delaware
|
XHR Santa Barbara TRS LLC
|
|
Delaware
|
1.
|
I have reviewed this
Annual
Report on Form
10-K
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
Annual
Report on Form
10-K
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)
|