|
Maryland
|
|
20-0141677
|
||||
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
||||
|
|
|
|
|
|
|
200 S. Orange Avenue
|
|
|
||||
Suite 2700
|
,
|
Orlando
|
,
|
Florida
|
|
32801
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
|
|
|
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock
|
|
XHR
|
|
New York Stock Exchange
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
(Unaudited)
|
|
(Audited)
|
||||
Investment properties:
|
|
|
|
||||
Land
|
$
|
472,084
|
|
|
$
|
477,350
|
|
Buildings and other improvements
|
3,165,359
|
|
|
3,113,745
|
|
||
Total
|
$
|
3,637,443
|
|
|
$
|
3,591,095
|
|
Less: accumulated depreciation
|
(831,770
|
)
|
|
(715,949
|
)
|
||
Net investment properties
|
$
|
2,805,673
|
|
|
$
|
2,875,146
|
|
Cash and cash equivalents
|
116,483
|
|
|
91,413
|
|
||
Restricted cash and escrows
|
84,484
|
|
|
70,195
|
|
||
Accounts and rents receivable, net of allowance for doubtful accounts
|
43,456
|
|
|
34,804
|
|
||
Intangible assets, net of accumulated amortization of $3,630 and $3,578, respectively
|
35,892
|
|
|
61,541
|
|
||
Other assets
|
72,994
|
|
|
36,988
|
|
||
Total assets
|
$
|
3,158,982
|
|
|
$
|
3,170,087
|
|
Liabilities
|
|
|
|
||||
Debt, net of loan discounts and unamortized deferred financing costs (Note 5)
|
$
|
1,148,500
|
|
|
$
|
1,155,088
|
|
Accounts payable and accrued expenses
|
108,292
|
|
|
84,967
|
|
||
Distributions payable
|
31,791
|
|
|
31,574
|
|
||
Other liabilities
|
84,201
|
|
|
45,753
|
|
||
Total liabilities
|
$
|
1,372,784
|
|
|
$
|
1,317,382
|
|
Commitments and Contingencies
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
||||
Common stock, $0.01 par value, 500,000,000 shares authorized, 112,641,568 and 112,583,990 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
$
|
1,127
|
|
|
$
|
1,126
|
|
Additional paid in capital
|
2,060,670
|
|
|
2,059,699
|
|
||
Accumulated other comprehensive (loss) income
|
(6,701
|
)
|
|
12,742
|
|
||
Accumulated distributions in excess of net earnings
|
(303,002
|
)
|
|
(249,654
|
)
|
||
Total Company stockholders' equity
|
$
|
1,752,094
|
|
|
$
|
1,823,913
|
|
Non-controlling interests
|
34,104
|
|
|
28,792
|
|
||
Total equity
|
$
|
1,786,198
|
|
|
$
|
1,852,705
|
|
Total liabilities and equity
|
$
|
3,158,982
|
|
|
$
|
3,170,087
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rooms revenues
|
$
|
168,744
|
|
|
$
|
156,973
|
|
|
$
|
523,912
|
|
|
$
|
495,378
|
|
Food and beverage revenues
|
79,825
|
|
|
69,179
|
|
|
282,685
|
|
|
242,014
|
|
||||
Other revenues
|
20,362
|
|
|
14,837
|
|
|
60,306
|
|
|
45,152
|
|
||||
Total revenues
|
$
|
268,931
|
|
|
$
|
240,989
|
|
|
$
|
866,903
|
|
|
$
|
782,544
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rooms expenses
|
40,782
|
|
|
38,007
|
|
|
123,102
|
|
|
115,183
|
|
||||
Food and beverage expenses
|
57,356
|
|
|
49,130
|
|
|
184,151
|
|
|
155,633
|
|
||||
Other direct expenses
|
7,576
|
|
|
4,609
|
|
|
22,594
|
|
|
13,798
|
|
||||
Other indirect expenses
|
70,874
|
|
|
60,796
|
|
|
215,103
|
|
|
187,189
|
|
||||
Management and franchise fees
|
10,592
|
|
|
10,459
|
|
|
35,103
|
|
|
34,466
|
|
||||
Total hotel operating expenses
|
$
|
187,180
|
|
|
$
|
163,001
|
|
|
$
|
580,053
|
|
|
$
|
506,269
|
|
Depreciation and amortization
|
39,072
|
|
|
39,282
|
|
|
118,760
|
|
|
116,684
|
|
||||
Real estate taxes, personal property taxes and insurance
|
13,331
|
|
|
11,652
|
|
|
38,968
|
|
|
35,331
|
|
||||
Ground lease expense
|
1,071
|
|
|
1,120
|
|
|
3,319
|
|
|
3,826
|
|
||||
General and administrative expenses
|
7,351
|
|
|
6,919
|
|
|
22,973
|
|
|
22,852
|
|
||||
Gain on business interruption insurance
|
—
|
|
|
(234
|
)
|
|
(823
|
)
|
|
(2,883
|
)
|
||||
Acquisition, terminated transaction and pre-opening expenses
|
662
|
|
|
8
|
|
|
947
|
|
|
230
|
|
||||
Impairment and other losses
|
—
|
|
|
—
|
|
|
14,771
|
|
|
—
|
|
||||
Total expenses
|
$
|
248,667
|
|
|
$
|
221,748
|
|
|
$
|
778,968
|
|
|
$
|
682,309
|
|
Operating income
|
$
|
20,264
|
|
|
$
|
19,241
|
|
|
$
|
87,935
|
|
|
$
|
100,235
|
|
Gain on sale of investment properties
|
—
|
|
|
—
|
|
|
—
|
|
|
42,294
|
|
||||
Other income
|
257
|
|
|
10
|
|
|
540
|
|
|
842
|
|
||||
Interest expense
|
(12,293
|
)
|
|
(11,902
|
)
|
|
(37,260
|
)
|
|
(38,672
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
(465
|
)
|
||||
Net income before income taxes
|
$
|
8,228
|
|
|
$
|
7,349
|
|
|
$
|
51,001
|
|
|
$
|
104,234
|
|
Income tax benefit (expense)
|
2,442
|
|
|
1,985
|
|
|
(9,844
|
)
|
|
(8,325
|
)
|
||||
Net income
|
$
|
10,670
|
|
|
$
|
9,334
|
|
|
$
|
41,157
|
|
|
$
|
95,909
|
|
Net income attributable to non-controlling interests (Note 1)
|
(355
|
)
|
|
(90
|
)
|
|
(1,366
|
)
|
|
(2,214
|
)
|
||||
Net income attributable to common stockholders
|
$
|
10,315
|
|
|
$
|
9,244
|
|
|
$
|
39,791
|
|
|
$
|
93,695
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic and diluted earnings per share
|
|
|
|
|
|
|
|
||||||||
Net income per share available to common stockholders - basic and diluted
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.35
|
|
|
$
|
0.85
|
|
Weighted average number of common shares (basic)
|
112,641,568
|
|
|
112,086,917
|
|
|
112,634,174
|
|
|
109,298,804
|
|
||||
Weighted average number of common shares (diluted)
|
112,932,952
|
|
|
112,361,052
|
|
|
112,918,790
|
|
|
109,550,566
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
10,670
|
|
|
$
|
9,334
|
|
|
$
|
41,157
|
|
|
$
|
95,909
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on interest rate derivative instruments
|
(2,168
|
)
|
|
2,847
|
|
|
(16,703
|
)
|
|
15,306
|
|
||||
Reclassification adjustment for amounts recognized in net income (interest expense)
|
(802
|
)
|
|
(879
|
)
|
|
(3,403
|
)
|
|
(1,539
|
)
|
||||
|
$
|
7,700
|
|
|
$
|
11,302
|
|
|
$
|
21,051
|
|
|
$
|
109,676
|
|
Comprehensive income attributable to non-controlling interests
|
(257
|
)
|
|
(141
|
)
|
|
(703
|
)
|
|
(2,572
|
)
|
||||
Comprehensive income attributable to the Company
|
$
|
7,443
|
|
|
$
|
11,161
|
|
|
$
|
20,348
|
|
|
$
|
107,104
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Non-controlling Interests
|
|
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional paid in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Distributions in excess of retained earnings
|
|
Operating Partnership
|
|
Consolidated Real Estate Entities
|
|
Total Non-controlling Interests
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at June 30, 2019
|
112,641,568
|
|
|
$
|
1,127
|
|
|
$
|
2,060,190
|
|
|
$
|
(3,829
|
)
|
|
$
|
(282,258
|
)
|
|
$
|
32,381
|
|
|
—
|
|
|
$
|
32,381
|
|
|
$
|
1,807,611
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,315
|
|
|
355
|
|
|
—
|
|
|
355
|
|
|
10,670
|
|
|||||||
Dividends, common shares / units ($0.275)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,059
|
)
|
|
(489
|
)
|
|
—
|
|
|
(489
|
)
|
|
(31,548
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
480
|
|
|
—
|
|
|
—
|
|
|
1,955
|
|
|
—
|
|
|
1,955
|
|
|
2,435
|
|
|||||||
Shares redeemed to satisfy tax withholding on vested share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized loss on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,096
|
)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
|
(2,168
|
)
|
|||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(776
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
(802
|
)
|
|||||||
Balance at September 30, 2019
|
112,641,568
|
|
|
$
|
1,127
|
|
|
$
|
2,060,670
|
|
|
$
|
(6,701
|
)
|
|
$
|
(303,002
|
)
|
|
$
|
34,104
|
|
|
—
|
|
|
$
|
34,104
|
|
|
$
|
1,786,198
|
|
Balance at June 30, 2018
|
111,929,945
|
|
|
$
|
1,120
|
|
|
$
|
2,044,132
|
|
|
$
|
22,169
|
|
|
$
|
(296,830
|
)
|
|
$
|
23,825
|
|
|
$
|
12,320
|
|
|
$
|
36,145
|
|
|
$
|
1,806,736
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,244
|
|
|
256
|
|
|
(166
|
)
|
|
90
|
|
|
9,334
|
|
||||||||
Proceeds from sale of common stock, net
|
629,303
|
|
|
6
|
|
|
14,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,911
|
|
||||||||
Dividends, common shares / units ($0.275)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,030
|
)
|
|
(262
|
)
|
|
—
|
|
|
(262
|
)
|
|
(31,292
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|
1,861
|
|
|
—
|
|
|
1,861
|
|
|
2,306
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Unrealized gain on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
2,773
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|
2,847
|
|
||||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(856
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|
(879
|
)
|
||||||||
Balance at September 30, 2018
|
112,559,248
|
|
|
$
|
1,126
|
|
|
$
|
2,059,482
|
|
|
$
|
24,086
|
|
|
$
|
(318,616
|
)
|
|
$
|
25,731
|
|
|
$
|
12,154
|
|
|
$
|
37,885
|
|
|
$
|
1,803,963
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Non-controlling Interests
|
|
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional paid in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Distributions in excess of retained earnings
|
|
Operating Partnership
|
|
Consolidated Real Estate Entities
|
|
Total Non-controlling Interests
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2018
|
112,583,990
|
|
|
$
|
1,126
|
|
|
$
|
2,059,699
|
|
|
$
|
12,742
|
|
|
$
|
(249,654
|
)
|
|
$
|
28,792
|
|
|
—
|
|
|
$
|
28,792
|
|
|
$
|
1,852,705
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,791
|
|
|
1,366
|
|
|
—
|
|
|
1,366
|
|
|
41,157
|
|
|||||||
Dividends, common shares / units ($0.825)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,139
|
)
|
|
(1,460
|
)
|
|
—
|
|
|
(1,460
|
)
|
|
(94,599
|
)
|
|||||||
Share-based compensation
|
81,109
|
|
|
1
|
|
|
1,426
|
|
|
—
|
|
|
—
|
|
|
6,069
|
|
|
—
|
|
|
6,069
|
|
|
7,496
|
|
|||||||
Shares redeemed to satisfy tax withholding on vested share-based compensation
|
(23,531
|
)
|
|
—
|
|
|
(455
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
|||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized loss on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,152
|
)
|
|
—
|
|
|
(551
|
)
|
|
—
|
|
|
(551
|
)
|
|
(16,703
|
)
|
|||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,291
|
)
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
|
(3,403
|
)
|
|||||||
Balance at September 30, 2019
|
112,641,568
|
|
|
$
|
1,127
|
|
|
$
|
2,060,670
|
|
|
$
|
(6,701
|
)
|
|
$
|
(303,002
|
)
|
|
$
|
34,104
|
|
|
—
|
|
|
$
|
34,104
|
|
|
$
|
1,786,198
|
|
Balance at December 31, 2017
|
106,735,336
|
|
|
$
|
1,068
|
|
|
$
|
1,924,124
|
|
|
$
|
10,677
|
|
|
$
|
(320,964
|
)
|
|
$
|
17,781
|
|
|
$
|
12,400
|
|
|
$
|
30,181
|
|
|
$
|
1,645,086
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,695
|
|
|
2,539
|
|
|
(325
|
)
|
|
2,214
|
|
|
95,909
|
|
||||||||
Proceeds from sale of common stock, net
|
5,719,959
|
|
|
57
|
|
|
134,811
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,868
|
|
||||||||
Dividends, common shares / units ($0.825)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,347
|
)
|
|
(779
|
)
|
|
—
|
|
|
(779
|
)
|
|
(92,126
|
)
|
||||||||
Share-based compensation
|
153,779
|
|
|
2
|
|
|
1,567
|
|
|
—
|
|
|
—
|
|
|
5,832
|
|
|
—
|
|
|
5,832
|
|
|
7,401
|
|
||||||||
Shares redeemed to satisfy tax withholding on vested share-based compensation
|
(49,826
|
)
|
|
(1
|
)
|
|
(1,020
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,021
|
)
|
||||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
79
|
|
|
79
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Unrealized loss on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
14,908
|
|
|
—
|
|
|
398
|
|
|
—
|
|
|
398
|
|
|
15,306
|
|
||||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,499
|
)
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|
(1,539
|
)
|
||||||||
Balance at September 30, 2018
|
112,559,248
|
|
|
$
|
1,126
|
|
|
$
|
2,059,482
|
|
|
$
|
24,086
|
|
|
$
|
(318,616
|
)
|
|
$
|
25,731
|
|
|
$
|
12,154
|
|
|
$
|
37,885
|
|
|
$
|
1,803,963
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
41,157
|
|
|
$
|
95,909
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
116,609
|
|
|
114,158
|
|
||
Amortization of above and below market leases and other lease intangibles
|
2,300
|
|
|
2,723
|
|
||
Amortization of debt premiums, discounts, and financing costs
|
1,829
|
|
|
1,967
|
|
||
Loss on extinguishment of debt
|
214
|
|
|
465
|
|
||
Gain on sale of investment properties
|
—
|
|
|
(42,294
|
)
|
||
Impairment and other losses
|
14,771
|
|
|
—
|
|
||
Share-based compensation expense
|
7,091
|
|
|
6,994
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts and rents receivable
|
(8,652
|
)
|
|
(5,992
|
)
|
||
Other assets
|
(864
|
)
|
|
2,546
|
|
||
Accounts payable and accrued expenses
|
22,548
|
|
|
17,199
|
|
||
Other liabilities
|
8,056
|
|
|
3,085
|
|
||
Net cash provided by operating activities
|
$
|
205,059
|
|
|
$
|
196,760
|
|
Cash flows from investing activities:
|
|
|
|
||||
Purchase of investment properties
|
—
|
|
|
(127,986
|
)
|
||
Capital expenditures and tenant improvements
|
(62,794
|
)
|
|
(83,596
|
)
|
||
Proceeds from sale of investment properties
|
—
|
|
|
196,920
|
|
||
Deposits for acquisition of hotel properties
|
—
|
|
|
(15,000
|
)
|
||
Net cash used in investing activities
|
$
|
(62,794
|
)
|
|
$
|
(29,662
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from mortgage debt and notes payable
|
—
|
|
|
83,000
|
|
||
Payoffs of mortgage debt
|
(90,000
|
)
|
|
(228,344
|
)
|
||
Principal payments of mortgage debt
|
(2,603
|
)
|
|
(2,930
|
)
|
||
Proceeds from unsecured term loan
|
85,000
|
|
|
—
|
|
||
Payment of loan fees and deposits
|
(413
|
)
|
|
(4,803
|
)
|
||
Payments on senior unsecured revolving line of credit
|
—
|
|
|
(40,000
|
)
|
||
Contributions from non-controlling interests
|
—
|
|
|
79
|
|
||
Proceeds from issuance of common stock, net of offering costs
|
—
|
|
|
135,028
|
|
||
Shares redeemed to satisfy tax withholding on vested share based compensation
|
(596
|
)
|
|
(1,021
|
)
|
||
Dividends
|
(94,294
|
)
|
|
(90,485
|
)
|
||
Net cash used in financing activities
|
$
|
(102,906
|
)
|
|
$
|
(149,476
|
)
|
Net increase in cash and cash equivalents and restricted cash
|
39,359
|
|
|
17,622
|
|
||
Cash and cash equivalents and restricted cash, at beginning of period
|
161,608
|
|
|
130,404
|
|
||
Cash and cash equivalents and restricted cash, at end of period
|
$
|
200,967
|
|
|
$
|
148,026
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount shown in the condensed consolidated statements of cash flows:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
116,483
|
|
|
$
|
90,040
|
|
Restricted cash
|
84,484
|
|
|
57,986
|
|
||
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
200,967
|
|
|
$
|
148,026
|
|
|
|
|
|
||||
The following represent cash paid during the periods presented for the following:
|
|
|
|
||||
Cash paid for taxes
|
$
|
3,881
|
|
|
$
|
5,713
|
|
Cash paid for interest
|
34,838
|
|
|
38,703
|
|
||
|
|
|
|
||||
Supplemental schedule of non-cash investing activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,440
|
|
|
$
|
1,024
|
|
Adjustment to record right of use asset and lease liability, net
|
28,072
|
|
|
—
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
Primary Markets
|
|
September 30, 2019
|
|
September 30, 2019
|
||||
Orlando, FL
|
|
$
|
22,159
|
|
|
$
|
88,494
|
|
Houston, TX
|
|
21,521
|
|
|
75,178
|
|
||
Phoenix, AZ
|
|
15,274
|
|
|
73,062
|
|
||
San Diego, CA
|
|
22,675
|
|
|
63,215
|
|
||
Dallas, TX
|
|
15,274
|
|
|
57,063
|
|
||
San Francisco/San Mateo, CA
|
|
18,876
|
|
|
56,657
|
|
||
Atlanta, GA
|
|
15,431
|
|
|
46,398
|
|
||
San Jose-Santa Cruz, CA
|
|
13,384
|
|
|
44,351
|
|
||
Denver, CO
|
|
15,497
|
|
|
41,621
|
|
||
Washington, DC-MD-VA
|
|
11,603
|
|
|
37,299
|
|
||
Other
|
|
97,237
|
|
|
283,565
|
|
||
Total
|
|
$
|
268,931
|
|
|
$
|
866,903
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
Primary Markets
|
|
September 30, 2018
|
|
September 30, 2018
|
||||
Orlando, FL
|
|
$
|
21,631
|
|
|
$
|
87,924
|
|
Phoenix, AZ
|
|
14,693
|
|
|
70,889
|
|
||
Houston, TX
|
|
19,657
|
|
|
69,725
|
|
||
Washington, DC-MD-VA
|
|
17,443
|
|
|
55,856
|
|
||
San Francisco/San Mateo, CA
|
|
18,500
|
|
|
54,839
|
|
||
Dallas, TX
|
|
13,592
|
|
|
51,751
|
|
||
San Jose-Santa Cruz, CA
|
|
14,603
|
|
|
44,185
|
|
||
Boston, MA
|
|
12,914
|
|
|
34,563
|
|
||
California North
|
|
13,953
|
|
|
34,511
|
|
||
Atlanta, GA
|
|
10,629
|
|
|
32,191
|
|
||
Other
|
|
83,374
|
|
|
246,110
|
|
||
Total
|
|
$
|
240,989
|
|
|
$
|
782,544
|
|
|
September 30, 2018
|
||
Land
|
$
|
18,479
|
|
Building and improvements
|
98,623
|
|
|
Furniture, fixtures, and equipment
|
12,468
|
|
|
Intangibles and other assets
|
572
|
|
|
Total purchase price
|
$
|
130,142
|
|
Property
|
|
Date
|
|
Rooms
|
|
Gross Sale Price
|
|
Net Proceeds
|
|
Gain on Sale
|
|
||||||
Aston Waikiki Beach Hotel
|
|
03/2018
|
|
645
|
|
$
|
200,000
|
|
|
$
|
196,920
|
|
|
$
|
42,430
|
|
(1)
|
Total for the nine months ended September 30, 2018
|
|
|
|
|
|
$
|
200,000
|
|
|
$
|
196,920
|
|
|
$
|
42,430
|
|
|
(1)
|
In addition to the gain on sale recognized during the nine months ended September 30, 2018, the Company also recognized adjustments related to 2017 dispositions amounting to $0.1 million.
|
|
|
|
|
|
|
|
Balance Outstanding as of
|
|||||||
|
Rate Type
|
|
Rate(1)
|
|
Maturity Date
|
|
September 30, 2019
|
|
December 31, 2018
|
|||||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|||||
Marriott Charleston Town Center
|
Fixed
|
|
3.85
|
%
|
|
7/1/2020
|
|
$
|
14,993
|
|
|
$
|
15,392
|
|
Marriott Dallas Downtown
|
Fixed(2)
|
|
4.05
|
%
|
|
1/3/2022
|
|
51,000
|
|
|
51,000
|
|
||
Hyatt Regency Santa Clara(3)
|
Fixed
|
|
—
|
|
|
1/3/2022
|
|
—
|
|
|
90,000
|
|
||
Kimpton Hotel Palomar Philadelphia
|
Fixed(2)
|
|
4.14
|
%
|
|
1/13/2023
|
|
58,250
|
|
|
59,000
|
|
||
Renaissance Atlanta Waverly Hotel & Convention Center(3)
|
Fixed(2)
|
|
3.93
|
%
|
|
8/14/2024
|
|
100,000
|
|
|
100,000
|
|
||
Andaz Napa(4)
|
Variable
|
|
3.92
|
%
|
|
9/13/2024
|
|
56,000
|
|
|
56,000
|
|
||
The Ritz-Carlton, Pentagon City
|
Fixed(5)
|
|
4.95
|
%
|
|
1/31/2025
|
|
65,000
|
|
|
65,000
|
|
||
Residence Inn Boston Cambridge
|
Fixed
|
|
4.48
|
%
|
|
11/1/2025
|
|
61,095
|
|
|
61,806
|
|
||
Grand Bohemian Hotel Orlando, Autograph Collection
|
Fixed
|
|
4.53
|
%
|
|
3/1/2026
|
|
58,539
|
|
|
59,281
|
|
||
Marriott San Francisco Airport Waterfront
|
Fixed
|
|
4.63
|
%
|
|
5/1/2027
|
|
115,000
|
|
|
115,000
|
|
||
Total Mortgage Loans
|
|
|
4.33
|
%
|
(6)
|
|
|
$
|
579,877
|
|
|
$
|
672,479
|
|
Unsecured Term Loan $175M
|
Fixed(7)
|
|
2.74
|
%
|
|
2/15/2021
|
|
175,000
|
|
|
175,000
|
|
||
Unsecured Term Loan $125M
|
Fixed(7)
|
|
3.28
|
%
|
|
10/22/2022
|
|
125,000
|
|
|
125,000
|
|
||
Unsecured Term Loan $150M(8)
|
Variable
|
|
3.42
|
%
|
|
8/21/2023
|
|
150,000
|
|
|
65,000
|
|
||
Unsecured Term Loan $125M(9)
|
Fixed(7)
|
|
3.27
|
%
|
|
9/13/2024
|
|
125,000
|
|
|
125,000
|
|
||
Senior Unsecured Credit Facility
|
Variable
|
|
3.56
|
%
|
|
2/28/2022
|
(10)
|
—
|
|
|
—
|
|
||
Loan discounts and unamortized deferred financing costs, net(11)
|
—
|
|
—
|
|
|
—
|
|
(6,377
|
)
|
|
(7,391
|
)
|
||
Total Debt, net of loan discounts and unamortized deferred financing costs
|
|
|
3.74
|
%
|
(6)
|
|
|
$
|
1,148,500
|
|
|
$
|
1,155,088
|
|
(1)
|
Variable index is one-month LIBOR as of September 30, 2019.
|
(2)
|
The Company entered into interest rate swap agreements to fix the interest rate of the variable rate mortgage loans for a portion of or the entire term of the loan.
|
(3)
|
During the nine months ended September 30, 2019, the Company elected its prepayment option per the terms of the respective mortgage loan agreement and repaid the outstanding balance of $90 million, plus accrued interest. The interest rate swap was transferred to the interest payments for $90 million of the $100 million variable rate mortgage loan collateralized by Renaissance Atlanta Waverly Hotel & Convention Center, which matures in 2024. See Note 6 for further details related to our derivative instruments.
|
(4)
|
In September 2018, the Company amended its mortgage loan agreement to extend the maturity date from March 2019 through September 2024 and received additional loan proceeds of $18 million. The interest rate was fixed for the original principal of $38 million through March 2019, after which the rate reverted back to variable for the entire mortgage loan balance of $56 million through maturity in 2024.
|
(5)
|
The Company entered into interest rate swap agreements to fix the interest rate of the variable rate mortgage loan from June 1, 2018 through January 2023. The effective interest rate on the loan was 3.69% through January 2019 after which the rate increased to 4.95% through January 2023.
|
(6)
|
Represents the weighted average interest rate as of September 30, 2019.
|
(7)
|
LIBOR has been fixed for certain interest periods throughout the term of the loan. The spread may vary, as it is determined by the Company's leverage ratio.
|
(8)
|
In February 2019, the remaining $85 million of the unsecured term loan was funded.
|
(9)
|
In September 2019, the Company repriced its $125 million unsecured term loan maturing in September 2024 to reduce the borrowing cost. The term loan now bears an interest rate based on a pricing grid with a range of 135 to 200 basis points over LIBOR as determined by the Company's leverage ratio, a reduction of 35 to 55 basis points from the previous leverage-based grid. The Company previously fixed LIBOR on the loan through September 2022 at 1.92% which results in a current annual interest rate of 3.27%
|
(10)
|
The maturity of the senior unsecured credit facility can be extended through February 2023 at the Company's discretion and requires the payment of an extension fee.
|
(11)
|
Includes unamortized deferred financing costs and loan discounts recognized upon loan modifications, net of accumulated amortization.
|
|
|
As of
September 30, 2019 |
|
Weighted
average
interest rate |
||
2019
|
|
$
|
912
|
|
|
4.31%
|
2020
|
|
19,218
|
|
|
3.99%
|
|
2021
|
|
180,401
|
|
|
2.79%
|
|
2022
|
|
182,915
|
|
|
3.54%
|
|
2023
|
|
211,863
|
|
|
3.64%
|
|
Thereafter
|
|
559,568
|
|
|
4.15%
|
|
Total Debt
|
|
$
|
1,154,877
|
|
|
3.74%
|
Loan discounts and unamortized deferred financing costs, net
|
|
(6,377
|
)
|
|
—
|
|
Debt, net of loan discounts and unamortized deferred financing costs
|
|
$
|
1,148,500
|
|
|
3.74%
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
Hedged Debt
|
|
Type
|
|
Fixed Rate
|
|
Index + Spread
|
|
Effective Date
|
|
Maturity
|
|
Notional Amounts
|
|
Estimated Fair Value
|
|
Notional Amounts
|
|
Estimated Fair Value
|
||||||||
$175M Term Loan
|
|
Swap
|
|
1.30%
|
|
1-Month LIBOR + 1.45%
|
|
10/22/2015
|
|
2/15/2021
|
|
$
|
50,000
|
|
|
$
|
187
|
|
|
$
|
50,000
|
|
|
$
|
1,218
|
|
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.45%
|
|
10/22/2015
|
|
2/15/2021
|
|
65,000
|
|
|
251
|
|
|
65,000
|
|
|
1,597
|
|
||||
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.45%
|
|
10/22/2015
|
|
2/15/2021
|
|
60,000
|
|
|
232
|
|
|
60,000
|
|
|
1,472
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.45%
|
|
1/15/2016
|
|
10/22/2022
|
|
50,000
|
|
|
(636
|
)
|
|
50,000
|
|
|
1,093
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.45%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(319
|
)
|
|
25,000
|
|
|
544
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.84%
|
|
1-Month LIBOR + 1.45%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(323
|
)
|
|
25,000
|
|
|
537
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.45%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(321
|
)
|
|
25,000
|
|
|
537
|
|
||||
Mortgage Debt
|
|
Swap
|
|
1.54%
|
|
1-Month LIBOR + 2.60%
|
|
1/13/2016
|
|
1/13/2023
|
|
58,250
|
|
|
(240
|
)
|
|
59,000
|
|
|
1,956
|
|
||||
Mortgage Debt
|
|
Swap
|
|
0.88%
|
|
1-Month LIBOR + 2.10%
|
|
9/1/2016
|
|
1/17/2019
|
|
—
|
|
|
—
|
|
|
41,000
|
|
|
30
|
|
||||
Mortgage Debt
|
|
Swap
|
|
0.89%
|
|
1-Month LIBOR + 1.90%
|
|
9/1/2016
|
|
3/21/2019
|
|
—
|
|
|
—
|
|
|
38,000
|
|
|
135
|
|
||||
Mortgage Debt
|
|
Swap
|
|
1.80%
|
|
1-Month LIBOR + 2.25%
|
|
3/1/2017
|
|
1/3/2022
|
|
51,000
|
|
|
(416
|
)
|
|
51,000
|
|
|
938
|
|
||||
Mortgage Debt
|
|
Swap
|
|
1.80%
|
|
1-Month LIBOR + 2.10%
|
|
3/1/2017
|
|
1/3/2022
|
|
45,000
|
|
|
(382
|
)
|
|
45,000
|
|
|
806
|
|
||||
Mortgage Debt
|
|
Swap
|
|
1.81%
|
|
1-Month LIBOR + 2.10%
|
|
3/1/2017
|
|
1/3/2022
|
|
45,000
|
|
|
(367
|
)
|
|
45,000
|
|
|
829
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.35%
|
|
10/13/2017
|
|
9/13/2022
|
|
40,000
|
|
|
(585
|
)
|
|
40,000
|
|
|
725
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.35%
|
|
10/13/2017
|
|
9/13/2022
|
|
40,000
|
|
|
(587
|
)
|
|
40,000
|
|
|
718
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.35%
|
|
10/13/2017
|
|
9/13/2022
|
|
25,000
|
|
|
(370
|
)
|
|
25,000
|
|
|
447
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.35%
|
|
10/13/2017
|
|
9/13/2022
|
|
20,000
|
|
|
(293
|
)
|
|
20,000
|
|
|
362
|
|
||||
Mortgage Debt
|
|
Swap
|
|
2.80%
|
|
1-Month LIBOR + 2.10%
|
|
6/1/2018
|
|
2/1/2023
|
|
24,000
|
|
|
(1,056
|
)
|
|
24,000
|
|
|
(314
|
)
|
||||
Mortgage Debt
|
|
Swap
|
|
2.89%
|
|
1-Month LIBOR + 2.10%
|
|
1/17/2019
|
|
2/1/2023
|
|
41,000
|
|
|
(1,924
|
)
|
|
—
|
|
|
(673
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
689,250
|
|
|
$
|
(7,149
|
)
|
|
$
|
728,000
|
|
|
$
|
12,957
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Effect of derivative instruments:
|
|
Location in Statements of Operations and Comprehensive Income:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) gain recognized in other comprehensive income
|
|
Unrealized (loss) gain on interest rate derivative instruments
|
|
$
|
(2,168
|
)
|
|
$
|
2,847
|
|
|
$
|
(16,703
|
)
|
|
$
|
15,306
|
|
(Loss) gain reclassified from accumulated other comprehensive income to net income
|
|
Reclassification adjustment for amounts recognized in net income
|
|
$
|
(802
|
)
|
|
$
|
(879
|
)
|
|
$
|
(3,403
|
)
|
|
$
|
(1,539
|
)
|
Total interest expense in which effects of cash flow hedges are recorded
|
|
Interest expense
|
|
$
|
12,293
|
|
|
$
|
11,902
|
|
|
$
|
37,260
|
|
|
$
|
38,672
|
|
•
|
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
|
|||||||||||
|
September 30, 2019
|
|
December 31, 2018
|
|||||||||
Location on condensed consolidated balance sheets / Description of instrument
|
|
Significant Unobservable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Significant Unobservable Inputs (Level 2)
|
||||||
Recurring measurements
|
|
|
|
|
|
|
||||||
Other assets
|
|
|
|
|
|
|
||||||
Interest rate swap assets(1)
|
|
—
|
|
|
—
|
|
|
$
|
12,957
|
|
||
Liabilities
|
|
|
|
|
|
|
||||||
Interest rate swap liabilities(1)
|
|
$
|
(7,149
|
)
|
|
—
|
|
|
—
|
|
||
Nonrecurring measurements
|
|
|
|
|
|
|
||||||
Net investment properties
|
|
|
|
|
|
|
||||||
Marriott Chicago at Medical District/UIC
|
|
—
|
|
|
$
|
10,000
|
|
|
—
|
|
(1)
|
Interest rate swap fair values are netted as applicable per the terms of the respective master netting agreements.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Total Debt, net of discounts
|
|
$
|
1,154,824
|
|
|
$
|
1,177,021
|
|
|
$
|
1,162,288
|
|
|
$
|
1,171,552
|
|
Total
|
|
$
|
1,154,824
|
|
|
$
|
1,177,021
|
|
|
$
|
1,162,288
|
|
|
$
|
1,171,552
|
|
Dividend per Share/Unit
|
|
For the Quarter Ended
|
|
Record Date
|
|
Payable Date
|
$0.275
|
|
March 31, 2019
|
|
March 29, 2019
|
|
April 12, 2019
|
$0.275
|
|
June 30, 2019
|
|
June 28, 2019
|
|
July 12, 2019
|
$0.275
|
|
September 30, 2019
|
|
September 30, 2019
|
|
October 15, 2019
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders
|
$
|
10,315
|
|
|
$
|
9,244
|
|
|
$
|
39,791
|
|
|
$
|
93,695
|
|
Dividends paid on unvested share-based compensation
|
(141
|
)
|
|
(151
|
)
|
|
(424
|
)
|
|
(455
|
)
|
||||
Undistributed earnings attributable to unvested share based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Net income available to common stockholders
|
$
|
10,174
|
|
|
$
|
9,093
|
|
|
$
|
39,367
|
|
|
$
|
93,238
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - Basic
|
112,641,568
|
|
|
112,086,917
|
|
|
112,634,174
|
|
|
109,298,804
|
|
||||
Effect of dilutive share-based compensation
|
291,384
|
|
|
274,135
|
|
|
284,616
|
|
|
251,762
|
|
||||
Weighted average shares outstanding - Diluted
|
112,932,952
|
|
|
112,361,052
|
|
|
112,918,790
|
|
|
109,550,566
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income per share available to common stockholders - basic and diluted
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.35
|
|
|
$
|
0.85
|
|
Grant Date
|
|
Grant Description
|
|
Time-Based Grants
|
|
Performance-Based Grants
|
|
Weighted Average
Grant Date Fair Value
|
February 2019
|
|
2019 Restricted Stock Units
|
|
84,944
|
|
50,846
|
|
$15.75
|
Grant Date
|
|
Grant Description
|
|
Time-Based
LTIP Units
|
|
Performance-Based
Class A LTIP Units
|
|
Weighted Average
Grant Date Fair Value
|
February 2019
|
|
2019 LTIP Units
|
|
90,273
|
|
781,898
|
|
$9.24
|
|
|
2015 Incentive Award Plan Restricted Stock Units(1)
|
|
2015 Incentive Award Plan LTIP Units(1)
|
|
Total
|
||||||
Unvested as of December 31, 2018
|
|
245,693
|
|
|
1,614,081
|
|
|
1,859,774
|
|
|||
Granted
|
|
135,790
|
|
|
898,939
|
|
|
1,034,729
|
|
|||
Vested(2)
|
|
(81,106
|
)
|
|
(114,054
|
)
|
|
(195,160
|
)
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
|
(7,097
|
)
|
|
—
|
|
|
(7,097
|
)
|
|||
Unvested as of September 30, 2019
|
|
293,280
|
|
|
2,398,966
|
|
|
2,692,246
|
|
|||
Weighted average fair value of unvested shares/units
|
|
$
|
14.60
|
|
|
$
|
8.67
|
|
|
$
|
9.31
|
|
(1)
|
Includes time-based and performance-based units.
|
(2)
|
During the nine months ended September 30, 2019, 23,531 shares of common stock were withheld by the Company upon the settlement of the applicable award in order to satisfy minimum federal and state tax withholding requirements with respect to Restricted Stock Units granted under the 2015 Incentive Award Plan.
|
Performance Award Grant Date
|
|
Percentage of Total Award
|
|
Grant Date Fair Value by Component
(in dollars)
|
|
Volatility
|
|
Interest Rate
|
|
Dividend Yield
|
February 19, 2019
|
|
|
|
|
|
|
|
|
|
|
Absolute TSR Restricted Stock Units
|
|
25%
|
|
$9.98
|
|
23.24%
|
|
2.44% - 2.55%
|
|
5.78%
|
Relative TSR Restricted Stock Units
|
|
75%
|
|
$10.36
|
|
23.24%
|
|
2.44% - 2.55%
|
|
5.78%
|
Absolute TSR Class A LTIPs
|
|
25%
|
|
$9.95
|
|
23.24%
|
|
2.44% - 2.55%
|
|
5.78%
|
Relative TSR Class A LTIPs
|
|
75%
|
|
$10.07
|
|
23.24%
|
|
2.44% - 2.55%
|
|
5.78%
|
|
|
Ground Leases
|
|
Parking
|
|
Corporate Office
|
||||||
2019
|
|
$
|
1,576
|
|
|
$
|
320
|
|
|
$
|
412
|
|
2020
|
|
1,576
|
|
|
281
|
|
|
423
|
|
|||
2021
|
|
1,576
|
|
|
226
|
|
|
435
|
|
|||
2022
|
|
1,576
|
|
|
228
|
|
|
447
|
|
|||
2023
|
|
1,576
|
|
|
230
|
|
|
459
|
|
|||
Thereafter
|
|
31,618
|
|
|
14,150
|
|
|
2,358
|
|
|||
Total
|
|
$
|
39,498
|
|
|
$
|
15,435
|
|
|
$
|
4,534
|
|
(1)
|
The weighted average remaining lease term including all available extension options is approximately 62 years.
|
(2)
|
The ROU asset is included in other assets on the accompanying condensed consolidated balance sheet as of September 30, 2019.
|
(3)
|
The lease liability is included in other liabilities on the accompanying condensed consolidated balance sheet as of September 30, 2019.
|
|
|
Year Ending December 31, 2019
|
||
2019 (excluding the nine months ended September 30, 2019)
|
|
$
|
600
|
|
2020
|
|
2,403
|
|
|
2021
|
|
2,417
|
|
|
2022
|
|
2,431
|
|
|
2023
|
|
2,445
|
|
|
Thereafter
|
|
52,323
|
|
|
Total undiscounted lease payments
|
|
$
|
62,619
|
|
Less imputed interest
|
|
(35,147
|
)
|
|
Lease liability(1)
|
|
$
|
27,472
|
|
(1)
|
The lease liability is included in other liabilities on the accompanying condensed consolidated balance sheet as of September 30, 2019.
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||||
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Change
|
||||||||
Number of properties at January 1
|
|
40
|
|
39
|
|
1
|
||||||||||||||
Properties acquired
|
|
—
|
|
2
|
|
(2)
|
||||||||||||||
Properties disposed
|
|
—
|
|
(1)
|
|
1
|
||||||||||||||
Number of properties at September 30
|
|
40
|
|
40
|
|
—
|
||||||||||||||
Number of rooms at January 1
|
|
11,165
|
|
11,533
|
|
(368)
|
||||||||||||||
Rooms in properties acquired or added to portfolio upon completion of property improvements(1)
|
|
2
|
|
387
|
|
(385)
|
||||||||||||||
Rooms in properties disposed or combined during property improvements(2)
|
|
—
|
|
(681)
|
|
681
|
||||||||||||||
Number of rooms at September 30
|
|
11,167
|
|
11,239
|
|
(72)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||
Total Portfolio Statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Occupancy (3)
|
|
76.8
|
%
|
|
75.8
|
%
|
|
100 bps
|
|
77.3
|
%
|
|
76.9
|
%
|
|
36 bps
|
||||
ADR (3)
|
|
$
|
213.94
|
|
|
$
|
205.65
|
|
|
4.0%
|
|
$
|
222.45
|
|
|
$
|
213.53
|
|
|
4.2%
|
RevPAR (3)
|
|
$
|
164.25
|
|
|
$
|
155.88
|
|
|
5.4%
|
|
$
|
171.85
|
|
|
$
|
164.13
|
|
|
4.7%
|
(1)
|
During the nine months ended September 30, 2019, we added two newly created rooms at Marriott Woodlands Waterway Hotel & Convention Center.
|
(2)
|
During the nine months ended September 30, 2018, we disposed of the 645-room Aston Waikiki Beach Hotel. At the Hyatt Regency Grand Cypress we converted 72 guestrooms into 36 newly created suites, which resulted in a reduction in our total room count.
|
(3)
|
For hotels acquired during the applicable period, operating statistics are included starting on the date of acquisition. For hotels disposed of during the period, operating results and statistics are only included through the date of respective disposition.
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rooms revenues
|
$
|
168,744
|
|
|
$
|
156,973
|
|
|
$
|
11,771
|
|
|
7.5
|
%
|
|
$
|
523,912
|
|
|
$
|
495,378
|
|
|
$
|
28,534
|
|
|
5.8
|
%
|
Food and beverage revenues
|
79,825
|
|
|
69,179
|
|
|
10,646
|
|
|
15.4
|
%
|
|
282,685
|
|
|
242,014
|
|
|
40,671
|
|
|
16.8
|
%
|
||||||
Other revenues
|
20,362
|
|
|
14,837
|
|
|
5,525
|
|
|
37.2
|
%
|
|
60,306
|
|
|
45,152
|
|
|
15,154
|
|
|
33.6
|
%
|
||||||
Total revenues
|
$
|
268,931
|
|
|
$
|
240,989
|
|
|
$
|
27,942
|
|
|
11.6
|
%
|
|
$
|
866,903
|
|
|
$
|
782,544
|
|
|
$
|
84,359
|
|
|
10.8
|
%
|
•
|
$16.2 million increase contributed by the four hotels acquired during 2018, which included The Ritz-Carlton, Denver in August 2018, Fairmont Pittsburgh in September 2018, Park Hyatt Aviara Resort, Golf Club & Spa in November 2018, and Waldorf Astoria Atlanta Buckhead in December 2018 (collectively, the "four 2018 acquisitions"); and
|
•
|
$8.7 million decrease attributed to the disposition of two hotels during 2018, which included Hilton Garden Inn Washington D.C. Downtown in November 2018 and Residence Inn Denver City Center in December 2018 (collectively, the "two hotels sold during the fourth quarter of 2018").
|
•
|
$47.6 million increase contributed by the four 2018 acquisitions; and
|
•
|
$32.3 million decrease attributed to the disposition of three hotels during 2018, which included the Aston Waikiki Beach Hotel in March 2018, Hilton Garden Inn Washington D.C. Downtown in November 2018, and Residence Inn Denver City Center in December 2018 (collectively, the "three hotels sold during 2018").
|
•
|
$12.6 million increase contributed by the four 2018 acquisitions; and
|
•
|
$0.4 million decrease attributed to the two hotels sold during the fourth quarter of 2018.
|
•
|
$39.6 million increase contributed by the four 2018 acquisitions; and
|
•
|
$1.1 million decrease attributed to the three hotels sold during 2018.
|
•
|
$5.4 million increase contributed by the four 2018 acquisitions; and
|
•
|
$0.7 million decrease attributed to the two hotels sold during the fourth quarter of 2018.
|
•
|
$15.8 million increase contributed by the four 2018 acquisitions; and
|
•
|
$3.3 million decrease attributed to the three hotels sold during 2018.
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
||||||||||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rooms expenses
|
$
|
40,782
|
|
|
$
|
38,007
|
|
|
$
|
2,775
|
|
|
7.3
|
%
|
|
$
|
123,102
|
|
|
$
|
115,183
|
|
|
$
|
7,919
|
|
|
6.9
|
%
|
Food and beverage expenses
|
57,356
|
|
|
49,130
|
|
|
8,226
|
|
|
16.7
|
%
|
|
184,151
|
|
|
155,633
|
|
|
28,518
|
|
|
18.3
|
%
|
||||||
Other direct expenses
|
7,576
|
|
|
4,609
|
|
|
2,967
|
|
|
64.4
|
%
|
|
22,594
|
|
|
13,798
|
|
|
8,796
|
|
|
63.7
|
%
|
||||||
Other indirect expenses
|
70,874
|
|
|
60,796
|
|
|
10,078
|
|
|
16.6
|
%
|
|
215,103
|
|
|
187,189
|
|
|
27,914
|
|
|
14.9
|
%
|
||||||
Management and franchise fees
|
10,592
|
|
|
10,459
|
|
|
133
|
|
|
1.3
|
%
|
|
35,103
|
|
|
34,466
|
|
|
637
|
|
|
1.8
|
%
|
||||||
Total hotel operating expenses
|
$
|
187,180
|
|
|
$
|
163,001
|
|
|
$
|
24,179
|
|
|
14.8
|
%
|
|
$
|
580,053
|
|
|
$
|
506,269
|
|
|
$
|
73,784
|
|
|
14.6
|
%
|
•
|
$26.4 million increase contributed by the four 2018 acquisitions; and
|
•
|
$4.8 million decrease attributed to the two hotels sold during the fourth quarter of 2018.
|
•
|
$82.1 million increase contributed by the four 2018 acquisitions; and
|
•
|
$17.8 million decrease attributed to the three hotels sold during 2018.
|
|
Three Months Ended September 30,
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
||||||||||||||||||
|
2019
|
|
2018
|
|
Increase / (Decrease)
|
|
% Change
|
|
2019
|
|
2018
|
|
Increase / (Decrease)
|
|
% Change
|
||||||||||||||
Depreciation and amortization
|
$
|
39,072
|
|
|
$
|
39,282
|
|
|
$
|
(210
|
)
|
|
(0.5
|
)%
|
|
$
|
118,760
|
|
|
$
|
116,684
|
|
|
$
|
2,076
|
|
|
1.8
|
%
|
Real estate taxes, personal property taxes and insurance
|
13,331
|
|
|
11,652
|
|
|
1,679
|
|
|
14.4
|
%
|
|
38,968
|
|
|
35,331
|
|
|
3,637
|
|
|
10.3
|
%
|
||||||
Ground lease expense
|
1,071
|
|
|
1,120
|
|
|
(49
|
)
|
|
(4.4
|
)%
|
|
3,319
|
|
|
3,826
|
|
|
(507
|
)
|
|
(13.3
|
)%
|
||||||
General and administrative expenses
|
7,351
|
|
|
6,919
|
|
|
432
|
|
|
6.2
|
%
|
|
22,973
|
|
|
22,852
|
|
|
121
|
|
|
0.5
|
%
|
||||||
Gain on business interruption insurance
|
—
|
|
|
(234
|
)
|
|
234
|
|
|
(100.0
|
)%
|
|
(823
|
)
|
|
(2,883
|
)
|
|
2,060
|
|
|
(71.5
|
)%
|
||||||
Acquisition, terminated transaction and pre-opening expenses
|
662
|
|
|
8
|
|
|
654
|
|
|
8,175.0
|
%
|
|
947
|
|
|
230
|
|
|
717
|
|
|
311.7
|
%
|
||||||
Impairment and other losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,771
|
|
|
—
|
|
|
14,771
|
|
|
—
|
|
||||||
Total corporate and other expenses
|
$
|
61,487
|
|
|
$
|
58,747
|
|
|
$
|
2,740
|
|
|
4.7
|
%
|
|
$
|
198,915
|
|
|
$
|
176,040
|
|
|
$
|
22,875
|
|
|
13.0
|
%
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
205,059
|
|
|
$
|
196,760
|
|
Net cash used in investing activities
|
(62,794
|
)
|
|
(29,662
|
)
|
||
Net cash used in financing activities
|
(102,906
|
)
|
|
(149,476
|
)
|
||
Increase in cash and cash equivalents and restricted cash
|
$
|
39,359
|
|
|
$
|
17,622
|
|
Cash and cash equivalents and restricted cash, at beginning of period
|
161,608
|
|
|
130,404
|
|
||
Cash and cash equivalents and restricted cash, at end of period
|
$
|
200,967
|
|
|
$
|
148,026
|
|
•
|
Cash provided by operating activities was $205.1 million and $196.8 million for the nine months ended September 30, 2019 and 2018, respectively. Our cash flows provided by operating activities generally consist of the net cash generated by our hotel operations, partially offset by the cash paid for corporate expenses and other working capital changes. Our cash flows provided by operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or renovations. The net increase in cash provided by operating activities during the nine months ended September 30, 2019 was primarily due to an increase in operating income from our 36-comparable hotels, offset by changes in our portfolio composition reflecting completed acquisitions and dispositions and the timing of such transactions. Refer to the "Results of Operations" section for further discussion of our operating results for the nine months ended September 30, 2019 and 2018.
|
•
|
Cash used in investing activities was $62.8 million and $29.7 million for the nine months ended September 30, 2019, and 2018, respectively. Cash used in investing activities for the nine months ended September 30, 2019 was attributed to $62.8 million in capital improvements at our hotel properties. Cash used in investing activities for the nine months ended September 30, 2018 was primarily due to (i) $128.0 million for the acquisition of The Ritz-Carlton, Denver and Fairmont Pittsburgh, (ii) $83.6 million in capital improvements at our hotel properties and (iii) an acquisition deposit of $15.0 million, which was offset by (iv) the disposition of Aston Waikiki Beach Hotel for net proceeds of $196.9 million.
|
•
|
Cash used in financing activities was $102.9 million and $149.5 million for the nine months ended September 30, 2019, and 2018, respectively. Cash used in financing activities for the nine months ended September 30, 2019 was primarily attributed to (i) the payment of $94.3 million in dividends, (ii) the repayment of mortgage debt totaling $90.0 million, which was offset by proceeds of $85.0 million from the drawdown of the remaining balance of the unsecured term loan entered into in during 2018, and (iii) principal payments of $2.6 million. Cash used in financing activities for the nine months ended September 30, 2018 was primarily attributed to (i) the payment of $90.5 million in dividends, (ii) the repayment of mortgage debt totaling $228.3 million, (iii) the repayment of the outstanding balance on the line of credit totaling $40.0 million and (iv) payment of $4.8 million in loan costs attributed to current year financing transactions. These decreases were offset by proceeds of (i) $135.0 million, net of transaction costs, from the sale of our common stock through the ATM program and (ii) $83 million from the funding of mortgage debt.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
10,670
|
|
|
$
|
9,334
|
|
|
$
|
41,157
|
|
|
$
|
95,909
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
12,293
|
|
|
11,902
|
|
|
37,260
|
|
|
38,672
|
|
||||
Income tax (benefit) expense
|
(2,442
|
)
|
|
(1,985
|
)
|
|
9,844
|
|
|
8,325
|
|
||||
Depreciation and amortization
|
39,072
|
|
|
39,282
|
|
|
118,760
|
|
|
116,684
|
|
||||
EBITDA
|
$
|
59,593
|
|
|
$
|
58,533
|
|
|
$
|
207,021
|
|
|
$
|
259,590
|
|
Impairment and other losses
|
—
|
|
|
—
|
|
|
14,771
|
|
|
—
|
|
||||
Gain on sale of investment properties
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,294
|
)
|
||||
EBITDAre
|
$
|
59,593
|
|
|
$
|
58,533
|
|
|
$
|
221,792
|
|
|
$
|
217,296
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation to Adjusted EBITDAre
|
|
|
|
|
|
|
|
||||||||
Non-controlling interests in consolidated real estate entities
|
—
|
|
|
167
|
|
|
—
|
|
|
325
|
|
||||
Adjustments related to non-controlling interests in consolidated real estate entities
|
—
|
|
|
(358
|
)
|
|
—
|
|
|
(1,052
|
)
|
||||
Depreciation and amortization related to corporate assets
|
(99
|
)
|
|
(100
|
)
|
|
(303
|
)
|
|
(303
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
214
|
|
|
465
|
|
||||
Acquisition, terminated transaction and pre-opening expenses(1)
|
662
|
|
|
8
|
|
|
947
|
|
|
230
|
|
||||
Amortization of share-based compensation expense
|
2,295
|
|
|
2,167
|
|
|
7,091
|
|
|
6,994
|
|
||||
Amortization of above and below market ground leases and straight-line rent expense
|
128
|
|
|
130
|
|
|
382
|
|
|
367
|
|
||||
Other non-recurring expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
||||
Adjusted EBITDAre attributable to common stock and unit holders
|
$
|
62,579
|
|
|
$
|
60,547
|
|
|
$
|
230,123
|
|
|
$
|
224,127
|
|
(1)
|
Includes acquisition and terminated transaction costs, pre-opening and hotel rebranding expenses. Hotel rebranding expenses include costs incurred for the rebranding of Mandarin Oriental, Atlanta to the Waldorf Astoria Atlanta Buckhead and the transition of management of the property, which the Company acquired in December 2018.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
10,670
|
|
|
$
|
9,334
|
|
|
$
|
41,157
|
|
|
$
|
95,909
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization related to investment properties
|
38,973
|
|
|
39,182
|
|
|
118,457
|
|
|
116,381
|
|
||||
Impairment of investment properties
|
—
|
|
|
—
|
|
|
14,771
|
|
|
—
|
|
||||
Gain on sale of investment properties
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,294
|
)
|
||||
Non-controlling interests in consolidated real estate entities
|
—
|
|
|
167
|
|
|
—
|
|
|
325
|
|
||||
Adjustments related to non-controlling interests in consolidated real estate entities
|
—
|
|
|
(227
|
)
|
|
—
|
|
|
(679
|
)
|
||||
FFO attributable to common stock and unit holders
|
$
|
49,643
|
|
|
$
|
48,456
|
|
|
$
|
174,385
|
|
|
$
|
169,642
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation to Adjusted FFO
|
|
|
|
|
|
|
|
||||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
214
|
|
|
465
|
|
||||
Acquisition, terminated transaction and pre-opening expenses(1)
|
662
|
|
|
8
|
|
|
947
|
|
|
230
|
|
||||
Loan related costs, net of adjustment related to non-controlling interests(2)
|
602
|
|
|
595
|
|
|
1,829
|
|
|
1,956
|
|
||||
Amortization of share-based compensation expense
|
2,295
|
|
|
2,167
|
|
|
7,091
|
|
|
6,994
|
|
||||
Amortization of above and below market ground leases and straight-line rent expense
|
128
|
|
|
130
|
|
|
382
|
|
|
367
|
|
||||
Other non-recurring expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
||||
Adjusted FFO attributable to common stock and unit holders
|
$
|
53,330
|
|
|
$
|
51,356
|
|
|
$
|
184,848
|
|
|
$
|
179,459
|
|
(1)
|
Includes acquisition and terminated transaction costs, pre-opening and hotel rebranding expenses. Hotel rebranding expenses include costs incurred for the rebranding of Mandarin Oriental, Atlanta to the Waldorf Astoria Atlanta Buckhead and the transition of management of the property, which the Company acquired in December 2018.
|
(2)
|
Loan related costs included amortization of debt discounts, premiums and deferred loan origination costs.
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Maturing debt(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt (mortgage and term loans)(2)
|
$
|
912
|
|
|
$
|
19,218
|
|
|
$
|
180,131
|
|
|
$
|
181,835
|
|
|
$
|
60,783
|
|
|
$
|
495,998
|
|
|
$
|
938,877
|
|
|
$
|
959,656
|
|
Variable rate debt (mortgage and term loans)
|
—
|
|
|
—
|
|
|
270
|
|
|
1,080
|
|
|
151,080
|
|
|
63,570
|
|
|
216,000
|
|
|
217,365
|
|
||||||||
Total
|
$
|
912
|
|
|
$
|
19,218
|
|
|
$
|
180,401
|
|
|
$
|
182,915
|
|
|
$
|
211,863
|
|
|
$
|
559,568
|
|
|
$
|
1,154,877
|
|
|
$
|
1,177,021
|
|
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt (mortgage and term loans)(2)
|
4.31%
|
|
3.99%
|
|
2.79%
|
|
3.53%
|
|
4.16%
|
|
4.17%
|
|
3.78%
|
|
3.15%
|
||||||||||||||||
Variable rate debt (mortgage and term loans)
|
—
|
|
—
|
|
3.92%
|
|
3.92%
|
|
3.42%
|
|
3.95%
|
|
3.58%
|
|
2.95%
|
(1)
|
Excluding mortgage loan discounts. See Item 7A of our most recent Annual Report on Form 10-K and Note 5 to our condensed consolidated financial statements included herein.
|
(2)
|
Includes all fixed rate debt, and all variable rate debt that was swapped to fixed rates as of September 30, 2019.
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
|
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)
|
|
|
|
|
|
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)
|
|
|
|
|
|
Articles Supplementary of Xenia Hotels and Resorts, Inc., as filed on March 15, 2017 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.1 to the Company’s Periodic Report on Form 8-K (File No. 001-36594) filed on March 15, 2017)
|
|
|
|
|
|
Articles of Amendment of Xenia Hotels and Resorts, Inc. as filed on May 22, 2018 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.1 to the Company’s Period Report on Form 8-K (File No. 001-36594) filed on May 23, 2018)
|
|
|
|
|
|
Articles Supplementary of Xenia Hotels and Resorts, Inc. as filed on May 22, 2018 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.2 to the Company’s Period Report on Form 8-K (File No. 001-36594) filed on May 23, 2018)
|
|
|
|
|
|
Second Amended and Restated Bylaws of Xenia Hotels & Resorts, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on November 28, 2018)
|
|
|
|
|
10.1*
|
|
First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of XHR LP dated October 30, 2019
|
|
|
|
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 - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
Xenia Hotels & Resorts, Inc.
|
|
|
|
October 31, 2019
|
|
|
|
|
|
/s/ MARCEL VERBAAS
|
|
Marcel Verbaas
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ ATISH SHAH
|
|
Atish Shah
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ JOSEPH T. JOHNSON
|
|
Joseph T. Johnson
|
|
Senior Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
I.
|
Article I shall be amended by adding the following definitions in alphabetical order:
|
II.
|
The definition of Indemnitee shall be amended by deleting the period at the end of the sentence and adding the following:
|
III.
|
The definition of Tax Matters Partner shall be amended by deleting the period at the end of the sentence and adding the following:
|
IV.
|
Section 10.05(a) shall be deleted in its entirety and replaced with the following:
|
(a)
|
(i) For each taxable year of the Partnership beginning before January 1, 2018, the General Partner shall be the Tax Matters Partner of the Partnership. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner's reasons for determining not to file such a petition.
|
V.
|
Exhibits C-1, C-2 and D shall be deleted in their entirety and replaced with Exhibits C-1, C-2 and D hereto.
|
VI.
|
Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement. This First Amendment has been authorized by the General Partner pursuant to Article XI of the Partnership Agreement and does not require execution by the Limited Partners. No other changes to the Partnership Agreement are authorized under this First Amendment.
|
GENERAL PARTNER:
|
||
|
|
|
XHR GP, Inc.
|
||
a Delaware corporation
|
||
|
|
|
By:
|
|
/s/ MARCEL VERBAAS
|
Name:
|
|
Marcel Verbaas
|
Title:
|
|
Chairman and Chief Executive Officer
|
1.
|
Partner is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury regulations thereunder.
|
|
|
2.
|
Partner is not a disregarded entity as defined in Treasury Regulation Section 1.1445‑2(b)(2)(iii).
|
|
|
3.
|
The U.S. employer identification number of Partner is _____________.
|
|
|
4.
|
The principal business address of Partner is: ________________________________, _______________________ and Partner’s place of incorporation is _____________.
|
|
|
5.
|
Partner agrees to inform the General Partner if it becomes a foreign person at any time during the three-year period immediately following the date of this notice.
|
|
|
6.
|
Partner understands that this certification may be disclosed to the Internal Revenue Service by the General Partner and that any false statement contained herein could be punished by fine, imprisonment, or both.
|
|
|
PARTNER:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Xenia Hotels & Resorts, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ MARCEL VERBAAS
|
Marcel Verbaas
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Xenia Hotels & Resorts, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ ATISH SHAH
|
Atish Shah
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of XHR.
|
|
/s/ MARCEL VERBAAS
|
Marcel Verbaas
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ ATISH SHAH
|
Atish Shah
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|