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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
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Suite 2700
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,
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Orlando
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,
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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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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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XHR
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New York Stock Exchange
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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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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 specialized industries, such as the energy, technology and/or tourism industries, 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, food and beverage services, and/or meeting facilities;
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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, due to hotel construction and/or renovation and expansion of existing hotels, and demand for hotel rooms;
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•
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changes in the competitive environment in the lodging industry, including due to consolidation of management companies, franchisors, and online travel agencies, 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 or cyber-attacks, mass casualty events, government shutdowns and closures, travel-related health concerns, and natural disasters;
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•
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cyber incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors' computer systems, or our third-party management companies' or franchisors' computer systems and/or their vendors' computer systems;
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•
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our inability to directly operate our properties and 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, including labor and service related 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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•
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provisions in our debt agreements that may restrict the operation of our business;
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•
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our organizational and governance structure;
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•
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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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•
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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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•
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changes in real estate and zoning laws and increases in real property tax valuations or rates;
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•
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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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•
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changes in governmental regulations or interpretations thereof; and
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•
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estimates relating to our ability to make distributions to our stockholders in the future.
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•
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"ADR" or "average daily rate" means hotel rooms revenue divided by total number of rooms sold in a given period;
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•
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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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•
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"RevPAR" or "revenue per available room" means hotel rooms 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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•
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"Top 25 U.S. lodging markets" refers to the top 25 U.S. lodging markets as defined by STR;
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•
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an "upper upscale" hotel refers to an upper upscale hotel as defined by STR;
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•
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a "luxury" hotel refers to a luxury hotel as defined by STR;
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•
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an "independent" hotel refers to an independent hotel as defined by STR;
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•
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"Fairmont," "Hilton," "Hyatt," "Kimpton," "Loews," and "Marriott," mean 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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(1)
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Ownership percentages include vested and 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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•
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Follow a 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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-
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Market Characteristics. We seek opportunities across a range of urban and dense suburban areas, primarily in the Top 25 U.S. lodging markets as well as 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 U.S. lodging markets and key U.S. leisure destinations present attractive investment opportunities considering the favorable supply and demand dynamics, RevPAR growth trends, attractive valuations and better opportunities for diversification.
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-
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Asset Characteristics. We generally pursue uniquely positioned hotels in the upper upscale and luxury segments that are affiliated with leading 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, often tailored to reflect local market environments, which draws demand from both business and leisure transient and group business segments. 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 uniquely positioned luxury and upper upscale hotel 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 new or recently constructed assets that require limited capital investment, as well as more mature and complex properties with opportunities for our
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•
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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, and to prudently invest capital in our assets to optimize operating results and while leveraging 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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-
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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 development and renovation 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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-
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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 may also 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, mass casualty events and heightened travel security measures instituted in response to these events;
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•
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outbreaks of pandemic or contagious diseases, such as norovirus, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu), Ebola, Zika virus, and COVID-19 virus;
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•
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natural or man-made disasters, such as earthquakes, tsunamis, tornadoes, hurricanes, typhoons, floods, wildfires, 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 and/or government shutdowns or closures, 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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•
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decreased need for business-related travel due to innovations in business-related technology;
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•
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low consumer confidence, high levels of unemployment or depressed real estate prices;
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•
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supply competition from other hotels and alternative accommodations in the markets in which we operate;
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•
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overbuilding 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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•
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increases in operating costs due to inflation and other factors, including wages and benefits, 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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•
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decreased airline capacities and routes and reductions in in-bound foreign travel;
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•
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oil prices and travel costs;
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•
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increases in the cost of imported goods and materials, including those used for hotel renovations and other projects, due to changes in international tariffs and/or supply chain shortages due to reductions in international imports;
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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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•
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risks associated with the possibility that cost increases for labor and other operating costs 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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•
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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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•
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changing market demographics;
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•
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an inability to acquire and finance real estate assets on favorable terms, if at all;
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•
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the ongoing need for owner funded capital improvements and expenditures to maintain or upgrade hotels;
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•
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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, hurricanes, wildfires or other uninsured losses;
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•
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war, political conditions or civil unrest, terrorist activities or threats, mass casualty events 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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•
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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, repositioned, 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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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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•
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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 as favorable as the terms of the debt being refinanced; and
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•
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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 stock.
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•
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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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•
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we could be subject to the U.S. federal alternative minimum tax for taxable years prior to 2018 and possibly increased state and local taxes; and
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•
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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"), EBITDA real estate ("EBITDAre"), Adjusted EBITDAre ("Adjusted EBITDAre"), 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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•
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failure to meet earnings guidance that we provide periodically or 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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•
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strategic actions by us or our competitors, such as mergers, 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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•
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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 wars, terrorist or cyber-attacks, travel-related health concerns, government shutdowns and closures, 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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actual receipt of an improper benefit or profit in money, property or services; or
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•
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active and deliberate dishonesty by the 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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Number of Hotels
|
|
Number of Rooms
|
|
Percentage of Total Rooms
|
|
Marriott
|
|
|
|
|
|
|
|
Autograph Collection
|
|
5
|
|
587
|
|
5.2
|
%
|
Marriott
|
|
5
|
|
2,076
|
|
18.5
|
%
|
Renaissance
|
|
2
|
|
1,014
|
|
9.0
|
%
|
Residence Inn
|
|
1
|
|
221
|
|
2.0
|
%
|
The Ritz-Carlton
|
|
2
|
|
567
|
|
5.0
|
%
|
Westin
|
|
2
|
|
875
|
|
7.8
|
%
|
Subtotal
|
|
17
|
|
5,340
|
|
47.5
|
%
|
|
|
|
|
|
|
|
|
Hyatt
|
|
|
|
|
|
|
|
Andaz
|
|
3
|
|
451
|
|
4.0
|
%
|
Hyatt Centric
|
|
1
|
|
120
|
|
1.1
|
%
|
Hyatt Regency
|
|
4
|
|
2,377
|
|
21.1
|
%
|
Park Hyatt
|
|
1
|
|
327
|
|
2.9
|
%
|
The Unbound Collection
|
|
1
|
|
119
|
|
1.1
|
%
|
Subtotal
|
|
10
|
|
3,394
|
|
30.2
|
%
|
|
|
|
|
|
|
|
|
Kimpton
|
|
7
|
|
1,124
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
Fairmont
|
|
2
|
|
730
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
Loews
|
|
1
|
|
285
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
Hilton - Waldorf Astoria
|
|
1
|
|
127
|
|
1.1
|
%
|
Total branded
|
|
38
|
|
11,000
|
|
97.8
|
%
|
|
|
|
|
|
|
|
|
Independent
|
|
1
|
|
245
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
39
|
|
11,245
|
|
100
|
%
|
Hotel
|
|
Rooms
|
|
Year Acquired/Opened
|
|
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
|
|
151
|
|
2013
|
|
GA
|
|
Hyatt
|
|
Hyatt
|
|
L
|
Bohemian Hotel Celebration, Autograph Collection
|
|
115
|
|
2013
|
|
FL
|
|
Marriott
|
|
Kessler
|
|
UU
|
Bohemian Hotel Savannah Riverfront, Autograph Collection
|
|
75
|
|
2012
|
|
GA
|
|
Marriott
|
|
Kessler
|
|
UU
|
Fairmont Dallas
|
|
545
|
|
2011
|
|
TX
|
|
Fairmont
|
|
Accor
|
|
L
|
Fairmont Pittsburgh
|
|
185
|
|
2018
|
|
PA
|
|
Fairmont
|
|
Accor
|
|
L
|
Grand Bohemian Hotel Charleston, Autograph Collection
|
|
50
|
|
2015
|
|
SC
|
|
Marriott
|
|
Kessler
|
|
UU
|
Grand Bohemian Hotel Mountain Brook, Autograph Collection
|
|
100
|
|
2015
|
|
AL
|
|
Marriott
|
|
Kessler
|
|
UU
|
Grand Bohemian Hotel Orlando, Autograph Collection(4)
|
|
247
|
|
2012
|
|
FL
|
|
Marriott
|
|
Kessler
|
|
UU
|
Hotel Commonwealth(5)
|
|
245
|
|
2016
|
|
MA
|
|
Independent
|
|
Sage
|
|
I
|
Hyatt Centric Key West Resort & Spa
|
|
120
|
|
2013
|
|
FL
|
|
Hyatt
|
|
Hyatt
|
|
UU
|
Hyatt Regency Grand Cypress
|
|
779
|
|
2017
|
|
FL
|
|
Hyatt
|
|
Hyatt
|
|
UU
|
Hyatt Regency Portland at the Oregon Convention Center
|
|
600
|
|
2019
|
|
OR
|
|
Hyatt
|
|
Hyatt
|
|
UU
|
Hyatt Regency Santa Clara(5)
|
|
505
|
|
2013
|
|
CA
|
|
Hyatt
|
|
Hyatt
|
|
UU
|
Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch
|
|
493
|
|
2017
|
|
AZ
|
|
Hyatt
|
|
Hyatt
|
|
UU
|
Kimpton Canary Hotel Santa Barbara
|
|
97
|
|
2015
|
|
CA
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Kimpton Hotel Monaco Chicago
|
|
191
|
|
2013
|
|
IL
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Kimpton Hotel Monaco Denver
|
|
189
|
|
2013
|
|
CO
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Kimpton Hotel Monaco Salt Lake City
|
|
225
|
|
2013
|
|
UT
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Kimpton Hotel Palomar Philadelphia(4)
|
|
230
|
|
2015
|
|
PA
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Kimpton Lorien Hotel & Spa
|
|
107
|
|
2013
|
|
VA
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Kimpton RiverPlace Hotel
|
|
85
|
|
2015
|
|
OR
|
|
Kimpton
|
|
Kimpton
|
|
UU
|
Loews New Orleans Hotel
|
|
285
|
|
2013
|
|
LA
|
|
Loews
|
|
Loews
|
|
L
|
Marriott Charleston Town Center(5)
|
|
352
|
|
2011
|
|
WV
|
|
Marriott
|
|
Marriott
|
|
UU
|
Marriott Dallas Downtown(4)
|
|
416
|
|
2010
|
|
TX
|
|
Marriott
|
|
Marriott
|
|
UU
|
Marriott Napa Valley Hotel & Spa
|
|
275
|
|
2011
|
|
CA
|
|
Marriott
|
|
Sage
|
|
UU
|
Marriott San Francisco Airport Waterfront(4)
|
|
688
|
|
2012
|
|
CA
|
|
Marriott
|
|
Marriott
|
|
UU
|
Marriott Woodlands Waterway Hotel & Convention Center(5)
|
|
345
|
|
2007
|
|
TX
|
|
Marriott
|
|
Marriott
|
|
UU
|
Park Hyatt Aviara Resort, Golf Club & Spa
|
|
327
|
|
2018
|
|
CA
|
|
Hyatt
|
|
Hyatt
|
|
L
|
Renaissance Atlanta Waverly Hotel & Convention Center(4)
|
|
522
|
|
2012
|
|
GA
|
|
Marriott
|
|
Renaissance
|
|
UU
|
Renaissance Austin Hotel
|
|
492
|
|
2012
|
|
TX
|
|
Marriott
|
|
Renaissance
|
|
UU
|
Residence Inn Boston Cambridge(4)
|
|
221
|
|
2008
|
|
MA
|
|
Marriott
|
|
Residence Inn
|
|
U
|
The Ritz-Carlton, Denver
|
|
202
|
|
2018
|
|
CO
|
|
Marriott
|
|
Marriott
|
|
L
|
The Ritz-Carlton, Pentagon City(4)(5)
|
|
365
|
|
2017
|
|
VA
|
|
Marriott
|
|
Marriott
|
|
L
|
Royal Palms Resort & Spa, The Unbound Collection by Hyatt
|
|
119
|
|
2017
|
|
AZ
|
|
Hyatt
|
|
Hyatt
|
|
L
|
Waldorf Astoria Atlanta Buckhead
|
|
127
|
|
2018
|
|
GA
|
|
Hilton
|
|
Waldorf Astoria
|
|
L
|
Westin Galleria Houston
|
|
469
|
|
2013
|
|
TX
|
|
Marriott
|
|
Westin
|
|
UU
|
Westin Oaks Houston at the Galleria
|
|
406
|
|
2013
|
|
TX
|
|
Marriott
|
|
Westin
|
|
UU
|
(1)
|
Includes only the hotels in our portfolio as of December 31, 2019. See "Basis of Presentation."
|
(2)
|
"Accor" refers to Accor Management 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 Operating Company; "Residence Inn" refers to Residence Inn by Marriott, LLC.; "Sage" refers to affiliates of Sage Hospitality Resources, LLC; "Waldorf Astoria" refers to Waldorf Astoria Management, LLC; and "Westin" refers to Westin Operator, LLC.
|
(3)
|
"L" refers to Luxury; "UU" refers to Upper Upscale; "U" refers to Upscale; "I" refers to Independent.
|
(4)
|
This property is subject to mortgage debt as of December 31, 2019.
|
(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.
|
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
|
|
|
|
|
|
|
|
|
|
|
Hyatt Regency Santa Clara
|
|
April 30, 2035
|
|
4 x 10 years,
1 x 9 years(2) |
|
$62,013
|
|
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, 2067
|
|
4 x 10 years
|
|
$5,000
|
|
No increase unless hotel is expanded beyond 356 guest rooms, at which time rent shall increase on a pro rata basis(3)
|
|
Triple Net
|
Hotel Commonwealth
|
|
December 19, 2087
|
|
None
|
|
$0.83
|
|
Not applicable
|
|
Triple Net
|
The Ritz-Carlton, Pentagon City
|
|
May 7, 2040
|
|
2 x 25 years
|
|
$53,375
|
|
Fair market rent adjustment at commencement of lease renewal
|
|
Triple Net
|
Ground lease: Partial Property
|
|
|
|
|
|
|
|
|
|
|
Convention Center at Marriott Woodlands Waterway Hotel & Convention Center
|
|
June 30, 2100
|
|
No renewal rights(4)
|
|
$10,965(5)
|
|
Not applicable
|
|
Triple Net
|
(1)
|
In addition to minimum rent, the Company may owe percentage rent. In particular, Hyatt Regency Santa Clara incurs percentage rent based on a percentage of rooms revenue and ballroom receipts, which has exceeded the minimum base rent for the years ended December 31, 2019, 2018 and 2017. Marriott Charleston Town Center, per an amendment signed in December 2017, incurs supplemental rent equal to the greater of (i) 0.5% of annual gross revenues or (ii) $85 thousand. The Ritz-Carlton, Pentagon City incurs the greater of (i) minimum base rent or (ii) five percent (5%) of guest room revenues, which has exceeded minimum base rent for the years ended December 31, 2019 and 2018.
|
(2)
|
The Company has a right of first refusal to purchase all or a portion of certain areas covered by the two separate leases.
|
(3)
|
If the hotel is increased from 356 to 500 rooms, the new annual base rent will increase to $85 thousand.
|
(4)
|
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.
|
(5)
|
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, 2019 through December 31, 2019.
|
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, 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
|
$0.275
|
|
December 31, 2019
|
|
December 31, 2019
|
|
January 15, 2020
|
(1)
|
For income tax purposes, dividends paid per share on our common stock in 2019 were 100% taxable as ordinary income.
|
Dividend per Share/Unit
|
|
For the Quarter Ended
|
|
Record Date
|
|
Payable Date
|
$0.275
|
|
March 31, 2018
|
|
March 30, 2018
|
|
April 13, 2018
|
$0.275
|
|
June 30, 2018
|
|
June 29, 2018
|
|
July 13, 2018
|
$0.275
|
|
September 30, 2018
|
|
September 28, 2018
|
|
October 15, 2018
|
$0.275
|
|
December 31, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
(2)
|
For income tax purposes, dividends paid per share on our common stock in 2018 were 100% taxable as ordinary income.
|
|
|
|
|
Value of Investment at December 31,
|
||||||||||||||||||||
Name
|
|
February 4, 2015
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Xenia Hotels & Resorts, Inc.
|
|
$
|
100.00
|
|
|
$
|
77.55
|
|
|
$
|
105.36
|
|
|
$
|
123.98
|
|
|
$
|
102.64
|
|
|
$
|
136.08
|
|
DJUSHL REIT Index
|
|
100.00
|
|
|
72.24
|
|
|
85.80
|
|
|
88.55
|
|
|
73.63
|
|
|
80.77
|
|
||||||
Russell 2000 Index
|
|
100.00
|
|
|
95.34
|
|
|
113.91
|
|
|
129.44
|
|
|
112.33
|
|
|
140.04
|
|
||||||
FTSE NAREIT Equity Index
|
|
100.00
|
|
|
96.85
|
|
|
105.21
|
|
|
114.34
|
|
|
109.71
|
|
|
141.16
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rooms revenues
|
$
|
686,485
|
|
|
$
|
659,697
|
|
|
$
|
623,331
|
|
|
$
|
653,944
|
|
|
$
|
663,224
|
|
Food and beverage revenues
|
382,031
|
|
|
335,723
|
|
|
266,977
|
|
|
246,479
|
|
|
259,036
|
|
|||||
Other revenues
|
80,571
|
|
|
62,787
|
|
|
54,969
|
|
|
49,737
|
|
|
53,884
|
|
|||||
Total revenues
|
$
|
1,149,087
|
|
|
$
|
1,058,207
|
|
|
$
|
945,277
|
|
|
$
|
950,160
|
|
|
$
|
976,144
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rooms expenses
|
162,853
|
|
|
154,716
|
|
|
142,561
|
|
|
146,050
|
|
|
148,492
|
|
|||||
Food and beverage expenses
|
247,487
|
|
|
214,935
|
|
|
173,285
|
|
|
161,699
|
|
|
167,840
|
|
|||||
Other direct expenses
|
30,076
|
|
|
19,677
|
|
|
14,438
|
|
|
12,848
|
|
|
17,984
|
|
|||||
Other indirect expenses
|
285,920
|
|
|
254,881
|
|
|
229,957
|
|
|
224,779
|
|
|
226,522
|
|
|||||
Management and franchise fees
|
46,521
|
|
|
45,553
|
|
|
43,459
|
|
|
47,605
|
|
|
49,818
|
|
|||||
Total hotel operating expenses
|
$
|
772,857
|
|
|
$
|
689,762
|
|
|
$
|
603,700
|
|
|
$
|
592,981
|
|
|
$
|
610,656
|
|
Depreciation and amortization
|
155,128
|
|
|
157,838
|
|
|
152,977
|
|
|
152,418
|
|
|
148,009
|
|
|||||
Real estate taxes, personal property taxes and insurance
|
50,184
|
|
|
47,721
|
|
|
44,310
|
|
|
46,248
|
|
|
49,717
|
|
|||||
Ground lease expense
|
4,403
|
|
|
4,882
|
|
|
5,848
|
|
|
5,447
|
|
|
5,204
|
|
|||||
General and administrative expenses
|
30,732
|
|
|
30,460
|
|
|
31,552
|
|
|
31,374
|
|
|
25,142
|
|
|||||
Gain on business interruption insurance
|
(823
|
)
|
|
(5,043
|
)
|
|
(559
|
)
|
|
—
|
|
|
—
|
|
|||||
Acquisition, terminated transaction and pre-opening expenses
|
954
|
|
|
763
|
|
|
1,578
|
|
|
154
|
|
|
6,457
|
|
|||||
Impairment and other losses
|
24,171
|
|
|
—
|
|
|
2,254
|
|
|
10,035
|
|
|
—
|
|
|||||
Separation and other start-up related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,887
|
|
|||||
Total expenses
|
$
|
1,037,606
|
|
|
$
|
926,383
|
|
|
$
|
841,660
|
|
|
$
|
838,657
|
|
|
$
|
872,072
|
|
Operating income
|
$
|
111,481
|
|
|
$
|
131,824
|
|
|
$
|
103,617
|
|
|
111,503
|
|
|
104,072
|
|
||
(Loss) gain on sale of investment properties
|
(947
|
)
|
|
123,540
|
|
|
50,747
|
|
|
30,195
|
|
|
43,015
|
|
|||||
Other income
|
895
|
|
|
1,162
|
|
|
853
|
|
|
3,377
|
|
|
4,916
|
|
|||||
Interest expense
|
(48,605
|
)
|
|
(51,402
|
)
|
|
(46,294
|
)
|
|
(48,113
|
)
|
|
(50,816
|
)
|
|||||
Loss on extinguishment of debt
|
(214
|
)
|
|
(599
|
)
|
|
(274
|
)
|
|
(5,155
|
)
|
|
(5,761
|
)
|
|||||
Income before income taxes
|
$
|
62,610
|
|
|
$
|
204,525
|
|
|
$
|
108,649
|
|
|
$
|
91,807
|
|
|
$
|
95,426
|
|
Income tax expense
|
(5,367
|
)
|
|
(5,993
|
)
|
|
(7,833
|
)
|
|
(5,077
|
)
|
|
(6,295
|
)
|
|||||
Net income from continuing operations
|
$
|
57,243
|
|
|
$
|
198,532
|
|
|
$
|
100,816
|
|
|
$
|
86,730
|
|
|
$
|
89,131
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(489
|
)
|
|||||
Net income
|
$
|
57,243
|
|
|
$
|
198,532
|
|
|
$
|
100,816
|
|
|
$
|
86,730
|
|
|
$
|
88,642
|
|
Less: Net (income) loss attributable to non-controlling interests
|
$
|
(1,843
|
)
|
|
$
|
(4,844
|
)
|
|
$
|
(1,954
|
)
|
|
$
|
(875
|
)
|
|
$
|
116
|
|
Net income attributable to the Company
|
$
|
55,400
|
|
|
$
|
193,688
|
|
|
$
|
98,862
|
|
|
$
|
85,855
|
|
|
$
|
88,758
|
|
Distributions to preferred stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Net income attributable to common stockholders
|
$
|
55,400
|
|
|
$
|
193,688
|
|
|
$
|
98,862
|
|
|
$
|
85,855
|
|
|
$
|
88,746
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations available to common stockholders
|
$
|
0.49
|
|
|
$
|
1.75
|
|
|
$
|
0.92
|
|
|
$
|
0.79
|
|
|
$
|
0.79
|
|
Income from discontinued operations available to common stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income per share available to common stockholders - basic and diluted
|
$
|
0.49
|
|
|
$
|
1.75
|
|
|
$
|
0.92
|
|
|
$
|
0.79
|
|
|
$
|
0.79
|
|
Weighted average number of common shares (basic)
|
112,636,123
|
|
|
110,124,142
|
|
|
106,767,108
|
|
|
108,012,708
|
|
|
111,989,686
|
|
|||||
Weighted average number of common shares (diluted)
|
112,918,598
|
|
|
110,377,734
|
|
|
107,019,152
|
|
|
108,142,998
|
|
|
112,138,223
|
|
|||||
Selected Balance Sheet Data as of December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment properties, excluding assets held for sale(1)(2)
|
$
|
2,926,370
|
|
|
$
|
2,875,146
|
|
|
$
|
2,690,855
|
|
|
$
|
2,443,589
|
|
|
$
|
2,414,799
|
|
Cash and cash equivalents
|
$
|
110,841
|
|
|
$
|
91,413
|
|
|
$
|
71,884
|
|
|
$
|
216,054
|
|
|
$
|
122,154
|
|
Dividends declared on common stock / units
|
$
|
126,129
|
|
|
$
|
123,408
|
|
|
$
|
118,369
|
|
|
$
|
119,270
|
|
|
$
|
93,576
|
|
Total assets
|
$
|
3,263,006
|
|
|
$
|
3,170,087
|
|
|
$
|
3,115,308
|
|
|
$
|
2,860,345
|
|
|
$
|
3,005,944
|
|
Total debt, net and excluding held for sale(2)(3)
|
$
|
1,293,054
|
|
|
$
|
1,155,088
|
|
|
$
|
1,322,593
|
|
|
$
|
1,077,132
|
|
|
$
|
1,094,536
|
|
Total equity
|
$
|
1,775,158
|
|
|
$
|
1,852,705
|
|
|
$
|
1,645,086
|
|
|
$
|
1,651,567
|
|
|
$
|
1,743,358
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDAre attributable to common stock and unit holders(3)
|
$
|
302,118
|
|
|
$
|
299,813
|
|
|
$
|
270,286
|
|
|
$
|
287,328
|
|
|
$
|
293,010
|
|
Adjusted FFO attributable to common stock and unit holders(3)
|
$
|
250,598
|
|
|
$
|
245,399
|
|
|
$
|
219,978
|
|
|
$
|
238,241
|
|
|
$
|
241,635
|
|
(1)
|
As of December 31, 2017, excludes the assets held for sale related to the Aston Waikiki Beach Hotel, which was sold in March 2018. As December 31, 2016 and 2015, these assets were included in net investment properties.
|
(2)
|
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.
|
(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 EBITDAre 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 February 2019, the Company completed the delayed draw of $85 million on its unsecured term loan maturing August 2023, bringing the outstanding balance on the loan to the full $150 million capacity.
|
•
|
In March 2019, the Company paid off the $90 million mortgage loan collateralized by Hyatt Regency Santa Clara.
|
•
|
During the first quarter of 2019, the Company repriced its $125 million unsecured term loan maturing in September 2024 to reduce the leverage-based pricing grid. 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%, resulting in a current annual interest rate of 3.37%.
|
•
|
During the second quarter of 2019, the Company recorded a non-cash impairment charge of $14.8 million on the Marriott Chicago at Medical District/UIC. The impairment of the long-lived assets were the result of a projected future decline in operating profits attributed to demand trends and changes in the hotel's expense profile. Then in December, the Company completed the disposition of the hotel for a sale price of $10.0 million and recognized a loss on sale of approximately $0.5 million, which was attributed to closing costs.
|
•
|
In December 2019, the Company completed the disposition of the 409-room Marriott Griffin Gate Resort & Spa for a sale price of $51.5 million. The Company recognized a loss on sale of approximately $0.5 million, which was attributed to closing costs.
|
•
|
In December 2019, the Company acquired the newly constructed 600-room Hyatt Regency Portland at the Oregon Convention Center in Portland, Oregon for a purchase price of $190 million, which was funded with cash on hand and from proceeds drawn on our senior unsecured revolving credit facility.
|
•
|
In December 2019, the Company paid off the approximately $15 million mortgage loan collateralized by Marriott Charleston Town Center.
|
•
|
During the fourth quarter of 2019, the Company recorded a non-cash goodwill impairment charge of $9.4 million related to Bohemian Hotel Savannah Riverfront, Autograph Collection, which was attributed to changes in the supply and demand dynamics in the Savannah, Georgia market since the hotel was acquired in 2012.
|
•
|
In addition to changes in our portfolio composition and financing transactions during 2019, we invested approximately $93 million in portfolio improvements, which we believe will drive positive performance at these properties in the future.
|
•
|
Rooms revenues - Represents the sale of rooms 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, resort fees, golf, spa services, telephone and other guest services and tenant leases. Occupancy and the nature of amenities at the property are the main drivers of other revenue.
|
•
|
Rooms expenses - These costs include housekeeping wages and payroll taxes, room supplies, laundry services and front desk costs. Similar to rooms revenue, occupancy is the major driver of rooms expense and as a result, rooms expense has a significant correlation to rooms revenue. These costs as a percentage of revenue can increase based on increases in salaries, wages and benefits, 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, state sales and excise taxes, 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" for a summary of key terms related to our management and franchise 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 and acquired leases, which are amortized over the life of the related term or lease.
|
•
|
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 - Ground lease expense represents the rent associated with land underlying our hotels and/or meeting facilities that we lease from third parties. It also includes the non-cash ground rent determined as part of the initial purchase price allocation at acquisition.
|
•
|
General and administrative expenses - General and administrative expenses primarily consist of compensation expense for our corporate staff and personnel supporting our business, office administrative and related expenses, legal and professional fees, and other corporate costs.
|
•
|
Gain on business interruption insurance - Gain on business interruption insurance consists of insurance settlements for lost income that was covered per the terms of our respective insurance policies, which was in excess of insurance deductibles.
|
•
|
Acquisition, terminated transaction and pre-opening expenses - Acquisition and terminated transaction costs typically consist of legal fees, other professional fees, transfer taxes and other direct costs associated with our pursuit and acquisitions of hotel investments. Prior to January 1, 2018, we accounted for the acquisition of hotels as business combinations and therefore expensed all the related transaction costs. Beginning January 1, 2018, upon adoption of Financial Accounting Standards Board ("FASB") Accounting Standard Update ("ASU") 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, we evaluated each acquisition to determine if it was an asset acquisition or acquired business. During the years ended December 31, 2018 and 2019, we accounted for all acquisitions as asset acquisitions and therefore capitalized the related transaction costs. As a result, these costs will vary depending on the timing, volume and nature of acquisition activity. Pre-opening expenses represent costs incurred as part of rebranding and management transition efforts, which were not eligible to be capitalized. In December 2018, the Company acquired the Mandarin Oriental, Atlanta, which was rebranded as Waldorf Astoria Atlanta Buckhead immediately upon closing of the acquisition.
|
•
|
Impairment and other losses - Our real estate, intangible assets, goodwill and other long-lived assets are generally held for the long-term. We evaluate these assets for impairment as discussed in "Critical Accounting Policies and Estimates." These evaluations have resulted in impairment losses for certain of these assets, including goodwill, based on the specific facts and circumstances surrounding these assets, and our estimates of the fair value of these assets, including goodwill. 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. Additionally, from time to time we may record other losses related to property damage resulting from natural disasters and/or other disaster remediation costs.
|
•
|
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 development is driven largely by construction costs, the availability of financing and expected performance of existing hotels.
|
•
|
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,
|
•
|
Seasonality - The lodging industry is seasonal in nature, which can be expected to cause fluctuations in our hotel rooms 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 current portfolio, our revenues and operating income are highest during the second quarter followed in order of significance by the first, third and fourth quarters assuming a stable macroeconomic environment, 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
|
|
No. of Rooms
|
|
Gross Sale Price
|
||
Marriott Chicago at Medical District/UIC
|
|
12/2019
|
|
113
|
|
$
|
10,000
|
|
Marriott Griffin Gate Resort & Spa
|
|
12/2019
|
|
409
|
|
51,500
|
|
|
Total for the year ended December 31, 2019
|
|
|
|
522
|
|
$
|
61,500
|
|
|
|
|
|
|
|
|
||
Aston Waikiki Beach Hotel
|
|
03/2018
|
|
645
|
|
$
|
200,000
|
|
Hilton Garden Inn Washington D.C. Downtown
|
|
11/2018
|
|
300
|
|
128,000
|
|
|
Residence Inn Denver City Center
|
|
12/2018
|
|
228
|
|
92,000
|
|
|
Total for the year ended December 31, 2018
|
|
|
|
1,173
|
|
$
|
420,000
|
|
|
|
|
|
|
|
|
||
Courtyard Birmingham Downtown at UAB
|
|
04/2017
|
|
122
|
|
$
|
30,000
|
|
Courtyard Fort Worth Downtown/Blackstone, Courtyard Kansas City Country Club Plaza, Courtyard Pittsburgh Downtown, Hampton Inn & Suites Baltimore Inner Harbor, and Residence Inn Baltimore Inner Harbor(1)
|
|
06/2017
|
|
812
|
|
163,000
|
|
|
Marriott West Des Moines
|
|
07/2017
|
|
219
|
|
19,000
|
|
|
Total for the year ended December 31, 2017
|
|
|
|
1,153
|
|
$
|
212,000
|
|
(1)
|
The hotels were sold as part of a portfolio sales agreement.
|
Property
|
|
Location
|
|
Date
|
|
No. of Rooms
|
|
Net Purchase Price
|
||
Hyatt Regency Portland at the Oregon Convention Center
|
|
Portland, OR
|
|
12/2019
|
|
600
|
|
$
|
190,000
|
|
Total acquired in the year ended December 31, 2019
|
|
|
|
|
|
600
|
|
$
|
190,000
|
|
|
|
|
|
|
|
|
|
|
||
The Ritz-Carlton, Denver
|
|
Denver, CO
|
|
08/2018
|
|
202
|
|
$
|
99,450
|
|
Fairmont Pittsburgh
|
|
Pittsburgh, PA
|
|
09/2018
|
|
185
|
|
30,000
|
|
|
Park Hyatt Aviara Resort, Golf Club & Spa
|
|
Carlsbad, CA
|
|
11/2018
|
|
327
|
|
170,000
|
|
|
Waldorf Astoria Atlanta Buckhead(1)
|
|
Atlanta, GA
|
|
12/2018
|
|
127
|
|
60,500
|
|
|
Total acquired in the year ended December 31, 2018
|
|
|
|
|
|
841
|
|
$
|
359,950
|
|
|
|
|
|
|
|
|
|
|
||
Hyatt Regency Grand Cypress
|
|
Orlando, FL
|
|
5/2017
|
|
815
|
|
$
|
205,500
|
|
Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch(2)
|
|
Scottsdale, AZ
|
|
10/2017
|
|
493
|
|
220,000
|
|
|
Royal Palms Resort & Spa, The Unbound Collection by Hyatt(2)
|
|
Phoenix, AZ
|
|
10/2017
|
|
119
|
|
85,000
|
|
|
The Ritz-Carlton, Pentagon City
|
|
Arlington, VA
|
|
10/2017
|
|
365
|
|
105,000
|
|
|
Total acquired in the year ended December 31, 2017
|
|
|
|
|
|
1,792
|
|
$
|
615,500
|
|
(1)
|
The hotel was formerly the Mandarin Oriental, Atlanta. The hotel was rebranded as Waldorf Astoria Atlanta Buckhead immediately upon completion of this acquisition. As part of the acquisition of the hotel, the Company also acquired a free-standing restaurant unit that is part of the same mixed-use development. The restaurant is currently leased and operated as Del Frisco's Grille.
|
(2)
|
The hotel was acquired as part of a portfolio acquisition.
|
|
Year Ended December 31,
|
|
|
||||||
|
2019
|
|
2018
|
|
Change
|
||||
Number of properties at January 1
|
40
|
|
39
|
|
1
|
||||
Properties acquired
|
1
|
|
4
|
|
(3)
|
||||
Properties disposed
|
(2)
|
|
(3)
|
|
(1)
|
||||
Number of properties at December 31
|
39
|
|
40
|
|
(1)
|
||||
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)
|
602
|
|
841
|
|
(239)
|
||||
Rooms in properties disposed or combined during property improvements(2)
|
(522)
|
|
(1,209)
|
|
687
|
||||
Number of rooms at December 31
|
11,245
|
|
11,165
|
|
80
|
||||
|
|
|
|
|
|
||||
Portfolio Statistics:
|
|
|
|
|
|
||||
Occupancy(3)
|
76.0
|
%
|
|
75.8
|
%
|
|
20 bps
|
||
ADR(3)
|
$
|
221.59
|
|
|
$
|
214.51
|
|
|
3.3%
|
RevPAR(3)
|
$
|
168.43
|
|
|
$
|
162.64
|
|
|
3.6%
|
Hotel operating income (in thousands)(4)
|
$
|
376,230
|
|
|
$
|
368,445
|
|
|
2.1%
|
(1)
|
During the year ended December 31, 2019, we acquired the 600-room Hyatt Regency Portland at the Oregon Convention Center and created two additional rooms at Marriott Woodlands Waterway Hotel & Convention Center.
|
(2)
|
During the year ended December 31, 2019, the Company disposed of two hotels with 522 rooms. During the year ended December 31, 2018, the Company disposed of three hotels with 1,173 rooms and 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, 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)
|
Hotel operating income represents the difference between total revenues and total hotel operating expenses.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||
Rooms revenues
|
$
|
686,485
|
|
|
$
|
659,697
|
|
|
$
|
26,788
|
|
|
4.1
|
%
|
Food and beverage revenues
|
382,031
|
|
|
335,723
|
|
|
46,308
|
|
|
13.8
|
%
|
|||
Other revenues
|
80,571
|
|
|
62,787
|
|
|
17,784
|
|
|
28.3
|
%
|
|||
Total revenues
|
$
|
1,149,087
|
|
|
$
|
1,058,207
|
|
|
$
|
90,880
|
|
|
8.6
|
%
|
•
|
$52.0 million increase was primarily 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") with limited contributions from Hyatt Regency Portland at the Oregon Convention Center acquired in December 2019; and
|
•
|
$38.8 million decrease was primarily 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") with limited decreases attributed to Marriott Chicago at Medical District/UIC and Marriott Griffin Gate Resorts & Spa that were sold in December 2019 (collectively, "the two hotels sold in December 2019").
|
•
|
$44.4 million increase was primarily attributed to the four 2018 acquisitions with limited contributions from Hyatt Regency Portland at the Oregon Convention Center; and
|
•
|
$1.5 million decrease was primarily attributed to the three hotels sold during 2018 with limited decreases from the two hotels sold in December 2019.
|
•
|
$17.7 million increase contributed by the four 2018 acquisitions; and
|
•
|
$3.5 million decrease attributed to the three hotels sold during 2018.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
|||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
|||||||
Rooms expenses
|
$
|
162,853
|
|
|
$
|
154,716
|
|
|
$
|
8,137
|
|
|
5.3
|
%
|
Food and beverage expenses
|
247,487
|
|
|
214,935
|
|
|
32,552
|
|
|
15.1
|
%
|
|||
Other direct expenses
|
30,076
|
|
|
19,677
|
|
|
10,399
|
|
|
52.8
|
%
|
|||
Other indirect expenses
|
285,920
|
|
|
254,881
|
|
|
31,039
|
|
|
12.2
|
%
|
|||
Management and franchise fees
|
46,521
|
|
|
45,553
|
|
|
968
|
|
|
2.1
|
%
|
|||
Total hotel operating expenses
|
$
|
772,857
|
|
|
$
|
689,762
|
|
|
$
|
83,095
|
|
|
12.0
|
%
|
•
|
$92.4 million increase primarily contributed by the four 2018 acquisitions with limited contributions from Hyatt Regency Portland at the Oregon Convention Center acquired in December 2019; and
|
•
|
$20.7 million decrease attributed to the three hotels sold during 2018 with limited decreases attributed to the two hotels sold in December 2019.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Increase / (Decrease)
|
|
% Change
|
|||||||
Depreciation and amortization
|
$
|
155,128
|
|
|
$
|
157,838
|
|
|
$
|
(2,710
|
)
|
|
(1.7
|
)%
|
Real estate taxes, personal property taxes and insurance
|
50,184
|
|
|
47,721
|
|
|
2,463
|
|
|
5.2
|
%
|
|||
Ground lease expense
|
4,403
|
|
|
4,882
|
|
|
(479
|
)
|
|
(9.8
|
)%
|
|||
General and administrative expenses
|
30,732
|
|
|
30,460
|
|
|
272
|
|
|
0.9
|
%
|
|||
Gain on business interruption insurance
|
(823
|
)
|
|
(5,043
|
)
|
|
4,220
|
|
|
83.7
|
%
|
|||
Acquisition, terminated transaction and pre-opening expenses
|
954
|
|
|
763
|
|
|
191
|
|
|
25.0
|
%
|
|||
Impairment and other losses
|
24,171
|
|
|
—
|
|
|
24,171
|
|
|
—
|
%
|
|||
Total corporate and other expenses
|
$
|
264,749
|
|
|
$
|
236,621
|
|
|
$
|
28,128
|
|
|
11.9
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
% Change
|
|||||||
Non-operating income and expenses:
|
|
|
|
|
|
|
|
|||||||
(Loss) gain on sale of investment properties
|
$
|
(947
|
)
|
|
$
|
123,540
|
|
|
$
|
(124,487
|
)
|
|
(100.8
|
)%
|
Other income
|
895
|
|
|
1,162
|
|
|
(267
|
)
|
|
(23.0
|
)%
|
|||
Interest expense
|
(48,605
|
)
|
|
(51,402
|
)
|
|
(2,797
|
)
|
|
(5.4
|
)%
|
|||
Loss on extinguishment of debt
|
(214
|
)
|
|
(599
|
)
|
|
(385
|
)
|
|
(64.3
|
)%
|
|||
Income tax expense
|
(5,367
|
)
|
|
(5,993
|
)
|
|
(626
|
)
|
|
(10.4
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
57,243
|
|
|
$
|
198,532
|
|
|
$
|
100,816
|
|
Adjustments:
|
|
|
|
|
|
||||||
Interest expense
|
48,605
|
|
|
51,402
|
|
|
46,294
|
|
|||
Income tax expense
|
5,367
|
|
|
5,993
|
|
|
7,833
|
|
|||
Depreciation and amortization
|
155,128
|
|
|
157,838
|
|
|
152,977
|
|
|||
EBITDA
|
$
|
266,343
|
|
|
$
|
413,765
|
|
|
$
|
307,921
|
|
Impairment and other losses(1)
|
24,171
|
|
|
—
|
|
|
950
|
|
|||
Loss (gain) on sale of investment properties
|
947
|
|
|
(123,540
|
)
|
|
(50,747
|
)
|
|||
EBITDAre
|
$
|
291,461
|
|
|
$
|
290,225
|
|
|
$
|
258,124
|
|
Non-controlling interests in consolidated real estate entities
|
—
|
|
|
288
|
|
|
99
|
|
|||
Adjustments related to non-controlling interests in consolidated real estate entities
|
—
|
|
|
(1,130
|
)
|
|
(1,323
|
)
|
|||
Depreciation and amortization related to corporate assets
|
(399
|
)
|
|
(404
|
)
|
|
(434
|
)
|
|||
Loss on extinguishment of debt
|
214
|
|
|
599
|
|
|
274
|
|
|||
Acquisition, terminated transaction and pre-opening expenses(2)
|
954
|
|
|
763
|
|
|
1,578
|
|
|||
Amortization of share-based compensation expense
|
9,380
|
|
|
9,172
|
|
|
9,930
|
|
|||
Non-cash ground rent and straight-line rent expense
|
508
|
|
|
495
|
|
|
734
|
|
|||
Other non-recurring (income) expenses(1)
|
—
|
|
|
(195
|
)
|
|
1,304
|
|
|||
Adjusted EBITDAre attributable to common stock and unit holders(3)
|
$
|
302,118
|
|
|
$
|
299,813
|
|
|
$
|
270,286
|
|
(1)
|
During the year ended December 31, 2019, the Company recognized a long-lived asset impairment charge of $14.8 million attributed to Marriott Chicago at Medical District/UIC and a goodwill impairment charge of $9.4 million attributed to Bohemian Hotel Savannah Riverfront, Autograph Collection. For the year ended December 31, 2017, Hurricanes Harvey and Irma impacted several of the Company's hotels. The Company recorded a loss of $950 thousand, which represents damage sustained during the storms, net of estimated insurance recoveries, and expensed $1.3 million of hurricane-related repairs and cleanup costs. These amounts are included in impairment and other losses on the consolidated statement of operations and comprehensive income for the year ended December 31, 2017.
|
(2)
|
Includes acquisition, terminated transaction costs, pre-opening and hotel rebranding expenses. Hotel rebranding expenses represent 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.
|
(3)
|
Net debt to Adjusted EBITDA is defined as (i) the total principal balance of debt as of December 31, 2019, which is $1.3 billion per Note 7 of the consolidated financial statements included in "Part IV - Item 15. Exhibits and Financial Statements," (ii) less, cash and cash equivalents of $110.8 million as of December 31, 2019, (iii) divided by Adjusted EBITDAre attributable to common stock and unit holders of $302.1 million for the year ended December 31, 2019, which equals 3.9x.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
57,243
|
|
|
$
|
198,532
|
|
|
$
|
100,816
|
|
Adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization related to investment properties
|
154,729
|
|
|
157,434
|
|
|
152,544
|
|
|||
Impairment of investment properties(1)
|
24,171
|
|
|
—
|
|
|
950
|
|
|||
Gain on sale of investment property
|
947
|
|
|
(123,540
|
)
|
|
(50,747
|
)
|
|||
Non-controlling interests in consolidated real estate entities
|
—
|
|
|
288
|
|
|
99
|
|
|||
Adjustments related to non-controlling interests in consolidated real estate entities
|
—
|
|
|
(732
|
)
|
|
(902
|
)
|
|||
FFO attributable to common stock and unit holders
|
$
|
237,090
|
|
|
$
|
231,982
|
|
|
$
|
202,760
|
|
Reconciliation to Adjusted FFO
|
|
|
|
|
|
||||||
Loss on extinguishment of debt
|
214
|
|
|
599
|
|
|
274
|
|
|||
Acquisition, terminated transaction and pre-opening expenses(2)
|
954
|
|
|
763
|
|
|
1,578
|
|
|||
Loan related costs, net of adjustment related to non-controlling interests(3)
|
2,452
|
|
|
2,583
|
|
|
2,833
|
|
|||
Amortization of share-based compensation expense
|
9,380
|
|
|
9,172
|
|
|
9,930
|
|
|||
Non-cash ground rent and straight-line rent expense
|
508
|
|
|
495
|
|
|
734
|
|
|||
Non-recurring taxes(4)
|
—
|
|
|
—
|
|
|
565
|
|
|||
Other non-recurring (income) expenses (1)
|
—
|
|
|
(195
|
)
|
|
1,304
|
|
|||
Adjusted FFO attributable to common stock and unit holders
|
$
|
250,598
|
|
|
$
|
245,399
|
|
|
$
|
219,978
|
|
(1)
|
During the year ended December 31, 2019, the Company recognized a long-lived asset impairment charge of $14.8 million attributed to Marriott Chicago at Medical District/UIC and a goodwill impairment charge of $9.4 million attributed to Bohemian Hotel Savannah Riverfront, Autograph Collection. For the year ended December 31, 2017, Hurricanes Harvey and Irma impacted several of the Company's hotels. The Company recorded a loss of $950 thousand, which represents damage sustained during the storms, net of estimated insurance recoveries, and expensed $1.3 million of hurricane-related repairs and cleanup costs. These amounts are included in impairment and other losses on the consolidated statement of operations and comprehensive income for the year ended December 31, 2017.
|
(2)
|
Includes acquisition, terminated transaction costs, pre-opening and hotel rebranding expenses. Hotel rebranding expenses represent 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.
|
(3)
|
Loan related costs included amortization of debt discounts and deferred loan origination costs.
|
(4)
|
The TCJA introduced many significant changes to the U.S. federal income tax code, including a significant reduction in our future estimated tax rates. For the year ended December 31, 2017, we recorded a one-time adjustment to our net deferred tax asset resulting in the recognition of deferred income tax expense.
|
|
|
|
|
|
|
|
Balance Outstanding as of
|
|||||||
|
Rate Type
|
|
Rate(1)
|
|
Maturity Date
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|||||
Marriott Charleston Town Center
|
Fixed
|
|
—
|
|
|
7/1/2020
|
|
—
|
|
|
$
|
15,392
|
|
|
Marriott Dallas City Center
|
Fixed(2)
|
|
4.05
|
%
|
|
1/3/2022
|
|
$
|
51,000
|
|
|
51,000
|
|
|
Hyatt Regency Santa Clara
|
Fixed(2)
|
|
—
|
|
|
1/3/2022
|
|
—
|
|
|
90,000
|
|
||
Hotel Palomar Philadelphia
|
Fixed(2)
|
|
4.14
|
%
|
|
1/13/2023
|
|
58,000
|
|
|
59,000
|
|
||
Renaissance Atlanta Waverly Hotel & Convention Center
|
Fixed(3)
|
|
3.90
|
%
|
|
8/14/2024
|
|
100,000
|
|
|
100,000
|
|
||
Andaz Napa
|
Variable
|
|
3.66
|
%
|
|
9/13/2024
|
|
56,000
|
|
|
56,000
|
|
||
The Ritz-Carlton, Pentagon City
|
Fixed(2)
|
|
4.95
|
%
|
|
1/31/2025
|
|
65,000
|
|
|
65,000
|
|
||
Residence Inn Boston Cambridge
|
Fixed
|
|
4.48
|
%
|
|
11/1/2025
|
|
60,731
|
|
|
61,806
|
|
||
Grand Bohemian Hotel Orlando
|
Fixed
|
|
4.53
|
%
|
|
3/1/2026
|
|
58,286
|
|
|
59,281
|
|
||
Marriott San Francisco Airport Waterfront
|
Fixed
|
|
4.63
|
%
|
|
5/1/2027
|
|
115,000
|
|
|
115,000
|
|
||
Total Mortgage Loans
|
|
|
4.31
|
%
|
(4)
|
|
|
$
|
564,017
|
|
|
$
|
672,479
|
|
Unsecured Term Loan $175M
|
Fixed(5)
|
|
2.89
|
%
|
|
2/15/2021
|
|
175,000
|
|
|
175,000
|
|
||
Unsecured Term Loan $125M
|
Fixed(5)
|
|
3.38
|
%
|
|
10/22/2022
|
|
125,000
|
|
|
125,000
|
|
||
Unsecured Term Loan $150M
|
Variable
|
|
3.32
|
%
|
|
8/21/2023
|
|
150,000
|
|
|
65,000
|
|
||
Unsecured Term Loan $125M
|
Fixed(5)
|
|
3.37
|
%
|
|
9/13/2024
|
|
125,000
|
|
|
125,000
|
|
||
Senior Unsecured Revolving Credit Facility
|
Variable
|
|
3.41
|
%
|
|
2/28/2022
|
|
160,000
|
|
|
—
|
|
||
Loan discounts and unamortized deferred financing costs, net(6)
|
|
|
|
|
|
|
(5,963
|
)
|
|
(7,391
|
)
|
|||
Debt, net of loan discounts and unamortized deferred financing costs
|
|
|
3.72
|
%
|
(4)
|
|
|
$
|
1,293,054
|
|
|
$
|
1,155,088
|
|
(1)
|
Variable index is one-month LIBOR. Interest rates as of December 31, 2019.
|
(2)
|
The Company entered into interest rate swap agreements to fix the interest rate of the variable rate mortgage loans for portion of or the entire term of the loan.
|
(3)
|
A variable interest loan for which the interest rate has been fixed on $90 million of the balance through January 2022, after which the rate reverts to variable.
|
(4)
|
Represents the weighted average interest rate as of December 31, 2019.
|
(5)
|
LIBOR has been fixed for either a portion of or the entire term of the loan. The spread may vary, as it is determined by the Company's leverage ratio.
|
(6)
|
Includes loan discounts recognized upon modification and deferred financing costs, net of the accumulated amortization.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
246,570
|
|
|
$
|
254,194
|
|
Net cash used in used in investing activities
|
(222,888
|
)
|
|
(49,802
|
)
|
||
Net cash flows provided by (used in) financing activities
|
9,656
|
|
|
(173,188
|
)
|
||
Increase in cash and cash equivalents
|
$
|
33,338
|
|
|
$
|
31,204
|
|
Cash and cash equivalents and restricted cash, at beginning of year
|
161,608
|
|
|
130,404
|
|
||
Cash and cash equivalents and restricted cash, at end of year
|
$
|
194,946
|
|
|
$
|
161,608
|
|
•
|
Cash provided by operating activities was $246.6 million and $254.2 million for the year ended December 31, 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 decrease to cash provided by operating activities during the year ended December 31, 2019 was primarily due to 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 year ended December 31, 2019 and 2018.
|
•
|
Cash used in investing activities during the year ended December 31, 2019 was $222.9 million compared to $49.8 million during 2018. Cash used in investing activities for the year ended December 31, 2019 was primarily due to (i) $190.0 million for the acquisition of Hyatt Regency Portland at the Oregon Convention Center and (ii) $93.0 million in capital improvements at our hotel properties, which was offset by (iii) proceeds from the dispositions of Marriott Chicago at Medical District/UIC and Marriott Griffin Gate Resort & Spa for net proceeds of $60.2 million. Cash used in investing activities for the year ended December 31, 2018 was primarily due to (i) $354.1 million for the acquisition of The Ritz-Carlton, Denver, Fairmont Pittsburgh, Park Hyatt Aviara Resort, Golf Club & Spa, and Waldorf Astoria Atlanta Buckhead and (ii) $108.2 million in capital improvements at our hotel properties, which was offset by (iii) proceeds from the disposition of Aston Waikiki Beach Hotel, Hilton Garden Inn Washington D.C. Downtown, and Residence Inn Denver City Center for net proceeds of $412.6 million.
|
•
|
Cash provided by financing activities during the year ended December 31, 2019 was $9.7 million and cash used in financing activities was $173.2 million for the year ended December 31, 2018. Cash provided by financing activities for the year ended December 31, 2019 was primarily attributed to (i) proceeds of $85.0 million from the draw down of the remaining balance of the unsecured term loan entered into in during 2018, (ii) proceeds of $160.0 million from the draw on the senior unsecured revolving credit facility to acquire the Hyatt Regency Portland at the Oregon Convention Center, which was offset by (iii) the payment of $125.9 million in dividends, (iv) the repayment of mortgage debt totaling $104.9 million, and (v) principal payments of $3.6 million. Cash used in financing activities for the year ended December 31, 2018 was primarily attributed to (i) the payment of $121.7 million in dividends, (ii) the repayment of mortgage debt totaling $271.7 million and $3.9 million of principal payments, (iii) the net repayment of the
|
|
Payments due by period
|
||||||||||||||||||
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|||||||||||
Debt maturities(1)
|
$
|
1,323,036
|
|
|
$
|
48,732
|
|
|
$
|
438,574
|
|
|
$
|
540,844
|
|
|
$
|
294,886
|
|
Senior unsecured credit facility(1)
|
171,367
|
|
|
5,456
|
|
|
165,911
|
|
|
—
|
|
|
—
|
|
|||||
Ground leases
|
42,039
|
|
|
1,661
|
|
|
3,322
|
|
|
3,322
|
|
|
33,734
|
|
|||||
Parking garage leases
|
16,094
|
|
|
322
|
|
|
650
|
|
|
658
|
|
|
14,464
|
|
|||||
Corporate office lease
|
4,122
|
|
|
423
|
|
|
882
|
|
|
931
|
|
|
1,886
|
|
|||||
Total
|
$
|
1,556,658
|
|
|
$
|
56,594
|
|
|
$
|
609,339
|
|
|
$
|
545,755
|
|
|
$
|
344,970
|
|
(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, 2019.
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Maturing debt(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt (mortgages and term loans)(2)
|
$
|
4,365
|
|
|
$
|
180,135
|
|
|
$
|
181,840
|
|
|
$
|
60,788
|
|
|
$
|
217,969
|
|
|
$
|
277,920
|
|
|
$
|
923,017
|
|
|
$
|
943,284
|
|
Variable rate debt (mortgage and term loans)
|
—
|
|
|
270
|
|
|
1,080
|
|
|
151,080
|
|
|
63,570
|
|
|
—
|
|
|
216,000
|
|
|
217,304
|
|
||||||||
Senior unsecured revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
160,000
|
|
|
—
|
|
|
—
|
|
|
160,000
|
|
|
160,886
|
|
||||||||
Total
|
$
|
4,365
|
|
|
$
|
180,405
|
|
|
$
|
182,920
|
|
|
$
|
371,868
|
|
|
$
|
281,539
|
|
|
$
|
277,920
|
|
|
$
|
1,299,017
|
|
|
$
|
1,321,474
|
|
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt (mortgages and term loans)(2)
|
4.45%
|
|
2.94%
|
|
3.60%
|
|
4.16%
|
|
3.61%
|
|
4.66%
|
|
3.83%
|
|
3.21%
|
||||||||||||||||
Variable rate debt (mortgage and term loans)
|
—
|
|
3.66%
|
|
3.66%
|
|
3.32%
|
|
3.69%
|
|
—
|
|
3.43%
|
|
3.11%
|
||||||||||||||||
Senior unsecured revolving credit facility
|
—
|
|
—
|
|
—
|
|
3.41%
|
|
—
|
|
—
|
|
3.41%
|
|
2.89%
|
(1)
|
The debt maturity excludes net mortgage discounts and unamortized deferred financing costs of $6.0 million as of December 31, 2019.
|
(2)
|
Includes all fixed rate debt, and all variable rate debt that was swapped to fixed rates as of December 31, 2019.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and our expenditures are being made only in accordance with authorizations of our management and our board of directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
(1)
|
Represents (i) 247,108 shares underlying awards of restricted stock units and (ii) 1,683,965 LTIP Units (as defined in the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan) outstanding under the 2015 Incentive Award Plan, in each case, as of December 31, 2019.
|
(2)
|
Includes shares of common stock available for future grants under the 2015 Incentive Award Plan as of December 31, 2019.
|
(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-44 through F-47:
|
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
|
|
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 Current Report on Form 8-K (File No. 001-36594) filed on January 23, 2015)
|
|
|
|
|
2.2 ++
|
|
Purchase and Sale Agreement dated as of October 3, 2017, among Gainey Drive Associates, HC Royal Palms, L.L.C. and XHR Acquisitions, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K (File No. 001-36594) filed on February 27, 2018)
|
|
|
|
|
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 Current Report on Form 8-K (File No. 001-36594) filed on March 15, 2017)
|
|
|
|
|
|
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 Current 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)
|
|
|
|
|
3.6*
|
|
First Amendment to the Second Amended and Restated Bylaws of Xenia Hotels & Resorts, Inc. dated February 19, 2020
|
|
|
|
4.1*
|
|
Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
|
|
|
|
|
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)
|
|
|
|
|
|
First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of XHR LP dated October 30, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on October 31, 2019)
|
|
|
|
|
|
Amended and Restated Revolving Credit Agreement, dated as of January 11, 2018, among XHR LP, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on January 12, 2018)
|
|
|
|
|
|
Amended and Restated Parent Guaranty, dated as of January 11, 2018, by Xenia Hotels & Resorts, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on January 12, 2018)
|
|
|
|
|
|
Amended and Restated Subsidiary Guaranty, dated as of January 11, 2018, by certain subsidiaries of XHR LP for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K (File No. 001-36594) filed on February 27, 2018)
|
|
|
|
|
10.6+
|
|
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)
|
|
|
|
10.7+
|
|
First Amendment to Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 001-36594) filed on February 28, 2017)
|
|
|
|
10.8+
|
|
Form of Class A Performance LTIP Unit Agreement (2017) (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 001-36594) filed on February 28, 2017)
|
|
|
|
10.9+
|
|
Form of Time-Based LTIP Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on May 7, 2015)
|
|
|
|
|
Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on May 11, 2016)
|
|
|
|
|
|
Xenia Hotels & Resorts, Inc. Director Compensation Program, as Amended and Restated, dated as of February 19, 2020
|
|
|
|
|
|
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 February 27, 2018)
|
|
|
|
|
|
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)
|
|
|
|
|
|
Form of Severance Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on May 7, 2015)
|
|
|
|
|
|
Xenia Hotels & Resorts, Inc. Retirement Policy dated as of February 18, 2020
|
|
|
|
|
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 - 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)
|
++
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
|
|
|
/s/ MARCEL VERBAAS
|
By:
|
|
Marcel Verbaas
|
|
|
Chairman and Chief Executive Officer
|
Date:
|
|
February 25, 2020
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|||
By:
|
|
/s/ MARCEL VERBAAS
|
|
Chairman and Chief Executive Officer (principal executive officer)
|
|
February 25, 2020
|
Name:
|
|
Marcel Verbaas
|
|
|
|
|
|
|
|
|
|||
By:
|
|
/s/ ATISH SHAH
|
|
Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)
|
|
February 25, 2020
|
Name:
|
|
Atish Shah
|
|
|
|
|
|
|
|
|
|||
By:
|
|
/s/ JOSEPH T. JOHNSON
|
|
Senior Vice President and Chief Accounting Officer (principal accounting officer)
|
|
February 25, 2020
|
Name:
|
|
Joseph T. Johnson
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ JEFFREY H. DONAHUE
|
|
Lead Director
|
|
February 25, 2020
|
Name:
|
|
Jeffrey H. Donahue
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ JOHN H. ALSCHULER, JR.
|
|
Director
|
|
February 25, 2020
|
Name:
|
|
John H. Alschuler, Jr.
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ KEITH E. BASS
|
|
Director
|
|
February 25, 2020
|
Name:
|
|
Keith E. Bass
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ THOMAS M. GARTLAND
|
|
Director
|
|
February 25, 2020
|
Name:
|
|
Thomas M. Gartland
|
|
|
|
|
|
|
|
|
|
||
By:
|
|
/s/ BEVERLY K. GOULET
|
|
Director
|
|
February 25, 2020
|
Name:
|
|
Beverly K. Goulet
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ DENNIS D. OKLAK
|
|
Director
|
|
February 25, 2020
|
Name:
|
|
Dennis D. Oklak
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ MARY ELIZABETH McCORMICK
|
|
Director
|
|
February 25, 2020
|
Name:
|
|
Mary Elizabeth McCormick
|
|
|
|
|
|
|
|
Page
|
|
Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
F-2
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
F-6
|
|
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
|
|
F-7
|
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017
|
|
F-9
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
|
F-10
|
|
Notes to the Consolidated Financial Statements
|
|
F-12
|
|
|
|
|
|
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2019
|
|
F-43
|
–
|
Evaluating the market comparable transactions, including adjustments to such transactions, used by the Company in the determination of fair value; and
|
–
|
Independently obtaining third-party audit evidence of comparable sales transactions from industry sources, including information about the transaction prices and features of the comparable assets, and compared this to the Company’s fair value of land acquired.
|
–
|
Assessing the Company’s revenue growth rates by comparing the revenue growth rates in the Company’s analyses to industry reports; and
|
–
|
Evaluating the terminal capitalization rate and discount rate by comparing them against a rate range that was independently developed using publicly available market data for comparable entities.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Investment properties:
|
|
|
|
||||
Land
|
$
|
483,052
|
|
|
$
|
477,350
|
|
Buildings and other improvements
|
3,270,056
|
|
|
3,113,745
|
|
||
Total
|
$
|
3,753,108
|
|
|
$
|
3,591,095
|
|
Less: accumulated depreciation
|
(826,738
|
)
|
|
(715,949
|
)
|
||
Net investment properties
|
$
|
2,926,370
|
|
|
$
|
2,875,146
|
|
Cash and cash equivalents
|
110,841
|
|
|
91,413
|
|
||
Restricted cash and escrows
|
84,105
|
|
|
70,195
|
|
||
Accounts and rents receivable, net of allowance for doubtful accounts
|
36,542
|
|
|
34,804
|
|
||
Intangible assets, net of accumulated amortization (Note 6 and Note 9)
|
28,997
|
|
|
61,541
|
|
||
Other assets
|
76,151
|
|
|
36,988
|
|
||
Total assets
|
$
|
3,263,006
|
|
|
$
|
3,170,087
|
|
Liabilities
|
|
|
|
||||
Debt, net of loan discounts and unamortized deferred financing costs (Note 7)
|
$
|
1,293,054
|
|
|
$
|
1,155,088
|
|
Accounts payable and accrued expenses
|
88,197
|
|
|
84,967
|
|
||
Distributions payable
|
31,802
|
|
|
31,574
|
|
||
Other liabilities
|
74,795
|
|
|
45,753
|
|
||
Total liabilities
|
$
|
1,487,848
|
|
|
$
|
1,317,382
|
|
Commitments and Contingencies (Note 14)
|
|
|
|
|
|||
Stockholders' equity
|
|
|
|
||||
Common stock, $0.01 par value, 500,000,000 shares authorized, 112,670,757 and 112,583,990 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
1,127
|
|
|
1,126
|
|
||
Additional paid in capital
|
2,060,924
|
|
|
2,059,699
|
|
||
Accumulated other comprehensive (loss) income
|
(4,596
|
)
|
|
12,742
|
|
||
Accumulated distributions in excess of net earnings
|
(318,434
|
)
|
|
(249,654
|
)
|
||
Total Company stockholders' equity
|
$
|
1,739,021
|
|
|
$
|
1,823,913
|
|
Non-controlling interests
|
36,137
|
|
|
28,792
|
|
||
Total equity
|
$
|
1,775,158
|
|
|
$
|
1,852,705
|
|
Total liabilities and equity
|
$
|
3,263,006
|
|
|
$
|
3,170,087
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rooms revenues
|
$
|
686,485
|
|
|
$
|
659,697
|
|
|
$
|
623,331
|
|
Food and beverage revenues
|
382,031
|
|
|
335,723
|
|
|
266,977
|
|
|||
Other revenues
|
80,571
|
|
|
62,787
|
|
|
54,969
|
|
|||
Total revenues
|
$
|
1,149,087
|
|
|
$
|
1,058,207
|
|
|
$
|
945,277
|
|
Expenses:
|
|
|
|
|
|
||||||
Rooms expenses
|
162,853
|
|
|
154,716
|
|
|
142,561
|
|
|||
Food and beverage expenses
|
247,487
|
|
|
214,935
|
|
|
173,285
|
|
|||
Other direct expenses
|
30,076
|
|
|
19,677
|
|
|
14,438
|
|
|||
Other indirect expenses
|
285,920
|
|
|
254,881
|
|
|
229,957
|
|
|||
Management and franchise fees
|
46,521
|
|
|
45,553
|
|
|
43,459
|
|
|||
Total hotel operating expenses
|
$
|
772,857
|
|
|
$
|
689,762
|
|
|
$
|
603,700
|
|
Depreciation and amortization
|
155,128
|
|
|
157,838
|
|
|
152,977
|
|
|||
Real estate taxes, personal property taxes and insurance
|
50,184
|
|
|
47,721
|
|
|
44,310
|
|
|||
Ground lease expense
|
4,403
|
|
|
4,882
|
|
|
5,848
|
|
|||
General and administrative expenses
|
30,732
|
|
|
30,460
|
|
|
31,552
|
|
|||
Gain on business interruption insurance
|
(823
|
)
|
|
(5,043
|
)
|
|
(559
|
)
|
|||
Acquisition, terminated transaction and pre-opening expenses
|
954
|
|
|
763
|
|
|
1,578
|
|
|||
Impairment and other losses
|
24,171
|
|
|
—
|
|
|
2,254
|
|
|||
Total expenses
|
$
|
1,037,606
|
|
|
$
|
926,383
|
|
|
$
|
841,660
|
|
Operating income
|
$
|
111,481
|
|
|
$
|
131,824
|
|
|
$
|
103,617
|
|
(Loss) gain on sale of investment properties
|
(947
|
)
|
|
123,540
|
|
|
50,747
|
|
|||
Other income
|
895
|
|
|
1,162
|
|
|
853
|
|
|||
Interest expense
|
(48,605
|
)
|
|
(51,402
|
)
|
|
(46,294
|
)
|
|||
Loss on extinguishment of debt
|
(214
|
)
|
|
(599
|
)
|
|
(274
|
)
|
|||
Net income before income taxes
|
$
|
62,610
|
|
|
$
|
204,525
|
|
|
$
|
108,649
|
|
Income tax expense
|
(5,367
|
)
|
|
(5,993
|
)
|
|
(7,833
|
)
|
|||
Net income
|
$
|
57,243
|
|
|
$
|
198,532
|
|
|
$
|
100,816
|
|
Net income attributable to non-controlling interests
|
$
|
(1,843
|
)
|
|
$
|
(4,844
|
)
|
|
$
|
(1,954
|
)
|
Net income attributable to common stockholders
|
$
|
55,400
|
|
|
$
|
193,688
|
|
|
$
|
98,862
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Basic and diluted earnings per share
|
|
|
|
|
|
||||||
Net income per share available to common stockholders
|
$
|
0.49
|
|
|
$
|
1.75
|
|
|
$
|
0.92
|
|
Weighted average number of common shares (basic)
|
112,636,123
|
|
|
110,124,142
|
|
|
106,767,108
|
|
|||
Weighted average number of common shares (diluted)
|
112,918,598
|
|
|
110,377,734
|
|
|
107,019,152
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
||||||
Net income
|
$
|
57,243
|
|
|
$
|
198,532
|
|
|
$
|
100,816
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized (loss) gain on interest rate derivative instruments
|
(14,401
|
)
|
|
4,944
|
|
|
3,388
|
|
|||
Reclassification adjustment for amounts recognized in net income (interest expense)
|
(3,510
|
)
|
|
(2,826
|
)
|
|
2,396
|
|
|||
|
$
|
39,332
|
|
|
$
|
200,650
|
|
|
$
|
106,600
|
|
Comprehensive (income) loss attributable to non-controlling interests:
|
|
|
|
|
|
||||||
Comprehensive income attributable to non-controlling interests
|
$
|
(1,270
|
)
|
|
$
|
(4,897
|
)
|
|
$
|
(2,070
|
)
|
Comprehensive income attributable to the Company
|
$
|
38,062
|
|
|
$
|
195,753
|
|
|
$
|
104,530
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Non-controlling Interests
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional paid in capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Distributions in Excess of Net Earnings
|
|
Operating Partnership
|
|
Consolidated Real Estate Entities
|
|
Total Non-controlling Interests
|
|
Total
|
|||||||||||||||||
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
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,862
|
|
|
2,053
|
|
|
(99
|
)
|
|
1,954
|
|
|
100,816
|
|
||||||||
Repurchase of common shares, net
|
(240,352
|
)
|
|
(2
|
)
|
|
(4,101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,103
|
)
|
||||||||
Dividends, common share / units ($1.10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,792
|
)
|
|
(577
|
)
|
|
—
|
|
|
(577
|
)
|
|
(118,369
|
)
|
||||||||
Share-based compensation
|
288,730
|
|
|
3
|
|
|
4,648
|
|
|
—
|
|
|
—
|
|
|
7,312
|
|
|
—
|
|
|
7,312
|
|
|
11,963
|
|
||||||||
Shares redeemed to satisfy tax withholding on vested share-based compensation
|
(107,830
|
)
|
|
(1
|
)
|
|
(1,977
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,978
|
)
|
||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(594
|
)
|
|
(594
|
)
|
|
(594
|
)
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Unrealized gain on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
3,320
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|
3,388
|
|
||||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,348
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
2,396
|
|
||||||||
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 income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,688
|
|
|
5,132
|
|
|
(288
|
)
|
|
4,844
|
|
|
198,532
|
|
||||||||
Proceeds from sale of common stock, net
|
5,719,959
|
|
|
57
|
|
|
134,811
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,868
|
|
||||||||
Dividends, common share / units ($1.10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,378
|
)
|
|
(1,030
|
)
|
|
—
|
|
|
(1,030
|
)
|
|
(123,408
|
)
|
||||||||
Share-based compensation
|
187,250
|
|
|
2
|
|
|
2,025
|
|
|
—
|
|
|
—
|
|
|
7,693
|
|
|
—
|
|
|
7,693
|
|
|
9,720
|
|
||||||||
Shares redeemed to satisfy tax withholding on vested share-based compensation
|
(58,555
|
)
|
|
(1
|
)
|
|
(1,179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,180
|
)
|
||||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
79
|
|
|
79
|
|
||||||||
Acquisition of non-controlling interests
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,191
|
)
|
|
(12,191
|
)
|
|
(12,273
|
)
|
||||||||
Redemption of Operating Partnership Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|
—
|
|
|
(837
|
)
|
|
(837
|
)
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Unrealized gain on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
4,820
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
|
4,944
|
|
||||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,755
|
)
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(71
|
)
|
|
(2,826
|
)
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,400
|
|
|
1,843
|
|
|
—
|
|
|
1,843
|
|
|
57,243
|
|
||||||||
Dividends, common share / units ($1.10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,180
|
)
|
|
(1,949
|
)
|
|
—
|
|
|
(1,949
|
)
|
|
(126,129
|
)
|
||||||||
Share-based compensation
|
120,885
|
|
|
1
|
|
|
1,898
|
|
|
—
|
|
|
—
|
|
|
8,024
|
|
|
—
|
|
|
8,024
|
|
|
9,923
|
|
||||||||
Shares redeemed to satisfy tax withholding on vested share-based compensation
|
(34,118
|
)
|
|
—
|
|
|
(673
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(673
|
)
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Unrealized loss on interest rate derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,940
|
)
|
|
—
|
|
|
(461
|
)
|
|
—
|
|
|
(461
|
)
|
|
(14,401
|
)
|
||||||||
Reclassification adjustment for amounts recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,398
|
)
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
|
(3,510
|
)
|
||||||||
Balance at December 31, 2019
|
112,670,757
|
|
|
$
|
1,127
|
|
|
$
|
2,060,924
|
|
|
$
|
(4,596
|
)
|
|
$
|
(318,434
|
)
|
|
$
|
36,137
|
|
|
$
|
—
|
|
|
$
|
36,137
|
|
|
$
|
1,775,158
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
57,243
|
|
|
$
|
198,532
|
|
|
$
|
100,816
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
152,270
|
|
|
154,262
|
|
|
148,939
|
|
|||
Non-cash ground rent and amortization of other intangibles
|
3,060
|
|
|
3,854
|
|
|
4,500
|
|
|||
Amortization of debt premiums, discounts, and financing costs
|
2,452
|
|
|
2,595
|
|
|
2,848
|
|
|||
Loss on extinguishment of debt
|
214
|
|
|
599
|
|
|
274
|
|
|||
Loss (gain) on sale of investment properties
|
947
|
|
|
(123,540
|
)
|
|
(50,747
|
)
|
|||
Impairment and other losses
|
24,171
|
|
|
—
|
|
|
950
|
|
|||
Share-based compensation expense
|
9,380
|
|
|
9,172
|
|
|
9,930
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and rents receivable
|
(1,764
|
)
|
|
4,104
|
|
|
(1,909
|
)
|
|||
Other assets
|
(4,318
|
)
|
|
3,513
|
|
|
229
|
|
|||
Accounts payable and accrued expenses
|
2,417
|
|
|
1,307
|
|
|
(11,035
|
)
|
|||
Other liabilities
|
498
|
|
|
(204
|
)
|
|
8,019
|
|
|||
Net cash provided by operating activities
|
$
|
246,570
|
|
|
$
|
254,194
|
|
|
$
|
212,814
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of investment properties
|
(190,024
|
)
|
|
(354,149
|
)
|
|
(605,510
|
)
|
|||
Capital expenditures and tenant improvements
|
(93,036
|
)
|
|
(108,210
|
)
|
|
(86,401
|
)
|
|||
Proceeds from sale of investment properties
|
60,172
|
|
|
412,557
|
|
|
204,353
|
|
|||
Net cash used in investing activities
|
$
|
(222,888
|
)
|
|
$
|
(49,802
|
)
|
|
$
|
(487,558
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from mortgage debt and notes payable
|
—
|
|
|
83,000
|
|
|
215,000
|
|
|||
Payoffs of mortgage debt
|
(104,857
|
)
|
|
(271,709
|
)
|
|
(127,876
|
)
|
|||
Principal payments of mortgage debt
|
(3,606
|
)
|
|
(3,901
|
)
|
|
(5,796
|
)
|
|||
Payment of loan fees
|
(418
|
)
|
|
(4,824
|
)
|
|
(3,207
|
)
|
|||
Proceeds from draws on the senior unsecured revolving credit facility
|
160,000
|
|
|
170,000
|
|
|
120,000
|
|
|||
Payments on senior unsecured revolving line of credit
|
—
|
|
|
(210,000
|
)
|
|
(80,000
|
)
|
|||
Proceeds from unsecured term loan
|
85,000
|
|
|
65,000
|
|
|
125,000
|
|
|||
Contributions from non-controlling interests
|
—
|
|
|
79
|
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of offering costs
|
—
|
|
|
135,031
|
|
|
—
|
|
|||
Acquisition of non-controlling interest in consolidated real estate investments
|
—
|
|
|
(12,273
|
)
|
|
—
|
|
|||
Redemption of Operating Partnership Units
|
—
|
|
|
(837
|
)
|
|
—
|
|
|||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
(4,103
|
)
|
|||
Dividends
|
(125,865
|
)
|
|
(121,733
|
)
|
|
(118,442
|
)
|
|||
Shares redeemed to satisfy tax withholding on vested share based compensation
|
(598
|
)
|
|
(1,021
|
)
|
|
(1,861
|
)
|
|||
Distributions paid to non-controlling interests
|
—
|
|
|
—
|
|
|
(594
|
)
|
|||
Net cash provided by (used) in financing activities
|
$
|
9,656
|
|
|
$
|
(173,188
|
)
|
|
$
|
118,121
|
|
Net increase (decrease) in cash and cash equivalents and restricted cash
|
33,338
|
|
|
31,204
|
|
|
(156,623
|
)
|
|||
Cash and cash equivalents and restricted cash, at beginning of year
|
161,608
|
|
|
130,404
|
|
|
287,027
|
|
|||
Cash and cash equivalents and restricted cash, at end of year
|
$
|
194,946
|
|
|
$
|
161,608
|
|
|
$
|
130,404
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the amount shown in the consolidated statements of cash flows:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
110,841
|
|
|
$
|
91,413
|
|
|
$
|
71,884
|
|
Restricted cash
|
84,105
|
|
|
70,195
|
|
|
58,520
|
|
|||
Total cash and cash equivalents and restricted cash shown in the statements of cash flows
|
$
|
194,946
|
|
|
$
|
161,608
|
|
|
$
|
130,404
|
|
|
|
|
|
|
|
||||||
The following represents cash paid during the periods presented for the following:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest
|
$
|
46,526
|
|
|
$
|
49,152
|
|
|
$
|
42,888
|
|
Cash paid for income taxes
|
4,339
|
|
|
7,709
|
|
|
4,663
|
|
|||
|
|
|
|
|
|
||||||
Cash acquired as part of asset acquisition
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
2,079
|
|
|
$
|
2,054
|
|
|
$
|
764
|
|
Adjustment to record right of use asset and lease liability, net
|
28,072
|
|
|
—
|
|
|
—
|
|
|||
Distributions payable
|
31,802
|
|
|
31,574
|
|
|
29,930
|
|
|
|
Year Ended
|
||
Primary Markets
|
|
December 31, 2019
|
||
Orlando, FL
|
|
$
|
117,545
|
|
Houston, TX
|
|
100,285
|
|
|
Phoenix, AZ
|
|
98,312
|
|
|
San Diego, CA
|
|
79,995
|
|
|
Dallas, TX
|
|
74,356
|
|
|
San Francisco/San Mateo, CA
|
|
74,161
|
|
|
Atlanta, GA
|
|
62,040
|
|
|
San Jose-Santa Cruz, CA
|
|
58,975
|
|
|
Denver, CO
|
|
55,515
|
|
|
Washington, DC-MD-VA
|
|
51,347
|
|
|
Other
|
|
376,556
|
|
|
Total
|
|
$
|
1,149,087
|
|
|
|
Year Ended
|
||
Primary Markets
|
|
December 31, 2018
|
||
Orlando, FL
|
|
$
|
116,439
|
|
Phoenix, AZ
|
|
96,122
|
|
|
Houston, TX
|
|
94,127
|
|
|
Washington, DC-MD-VA
|
|
73,070
|
|
|
San Francisco/San Mateo, CA
|
|
72,782
|
|
|
Dallas, TX
|
|
69,648
|
|
|
San Jose-Santa Cruz, CA
|
|
58,569
|
|
|
Denver, CO
|
|
46,369
|
|
|
Boston, MA
|
|
46,147
|
|
|
California North
|
|
45,006
|
|
|
Other
|
|
339,928
|
|
|
Total
|
|
$
|
1,058,207
|
|
|
|
Year Ended
|
||
Primary Markets
|
|
December 31, 2017
|
||
Houston, TX
|
|
$
|
95,100
|
|
Orlando, FL
|
|
78,348
|
|
|
San Francisco/San Mateo, CA
|
|
69,299
|
|
|
Dallas, TX
|
|
69,088
|
|
|
San Jose-Santa Cruz, CA
|
|
55,545
|
|
|
Washington, DC-MD-VA
|
|
47,493
|
|
|
Boston, MA
|
|
45,166
|
|
|
California North
|
|
44,270
|
|
|
Atlanta, GA
|
|
40,800
|
|
|
Oahu Island, HI
|
|
40,794
|
|
|
Other
|
|
359,374
|
|
|
Total
|
|
$
|
945,277
|
|
Property
|
|
Location
|
|
Date
|
|
No. of Rooms (unaudited)
|
|
Net Purchase Price
(in thousands)
|
||
Hyatt Regency Portland at the Oregon Convention Center(1)
|
|
Portland, OR
|
|
12/2019
|
|
600
|
|
$
|
190,000
|
|
Total acquired in the year ended December 31, 2019
|
|
|
|
|
|
600
|
|
$
|
190,000
|
|
|
|
|
|
|
|
|
|
|
||
The Ritz-Carlton, Denver(2)
|
|
Denver, CO
|
|
08/2018
|
|
202
|
|
$
|
99,450
|
|
Fairmont Pittsburgh(2)
|
|
Pittsburgh, PA
|
|
09/2018
|
|
185
|
|
30,000
|
|
|
Park Hyatt Aviara Resort, Golf Club & Spa(3)
|
|
Carlsbad, CA
|
|
11/2018
|
|
327
|
|
170,000
|
|
|
Waldorf Astoria Atlanta Buckhead(4)
|
|
Atlanta, GA
|
|
12/2018
|
|
127
|
|
60,500
|
|
|
Total acquired in the year ended December 31, 2018(5)
|
|
|
|
|
|
841
|
|
$
|
359,950
|
|
(1)
|
Funded with $30 million from cash on hand and $160 million of proceeds drawn on the Company's senior unsecured credit facility. The Company accounted for the transaction as an asset acquisition and therefore capitalized the $0.5 million of acquisition costs as part of the purchase price. Per the terms of the respective purchase agreement the Company may be obligated to pay additional consideration to the seller of up to $35 million, which is based on adjusted profit for calendar years 2022 and 2023.
|
(2)
|
Funded with cash on hand.
|
(3)
|
Funded with cash on hand and proceeds drawn on the Company's senior unsecured revolving credit facility.
|
(4)
|
The Company acquired the Mandarin Oriental, Atlanta a 127-room (unaudited) hotel in Atlanta, Georgia for $60.5 million. The hotel was rebranded as Waldorf Astoria Atlanta Buckhead immediately upon completion of this acquisition. In conjunction with the rebranding, the Company entered into a new management agreement with Hilton. The acquisition included a free-standing restaurant (the "Buckhead Atlanta Restaurant"), which is part of the same mixed-use development. The restaurant is currently leased and operated as Del Frisco's Grille. The acquisition was funded with cash on hand.
|
(5)
|
The Company accounted for these transactions as asset acquisitions and capitalized the related acquisition costs as part of the respective purchase price. As such, approximately $1.8 million was capitalized during the year ended December 31, 2018.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
24,670
|
|
|
$
|
60,511
|
|
Building and improvements
|
147,755
|
|
|
277,083
|
|
||
Furniture, fixtures, and equipment
|
14,176
|
|
|
20,943
|
|
||
Intangibles and other assets(1)(2)(3)(4)
|
3,336
|
|
|
3,172
|
|
||
Working capital
|
600
|
|
|
—
|
|
||
Total purchase price(5)
|
$
|
190,537
|
|
|
$
|
361,709
|
|
(1)
|
As part of the purchase price allocation for Hyatt Regency Portland at the Oregon Convention Center, the Company allocated $3.2 million to advanced bookings that will be amortized over 6.0 years.
|
(2)
|
As part of the purchase price allocation for The Ritz-Carlton Denver, the Company allocated $0.5 million to advanced bookings that will be amortized over approximately 1.4 years.
|
(3)
|
As part of the purchase price allocation for Park Hyatt Aviara Resort, Golf Club & Spa, the Company allocated $1.9 million to advanced bookings that will be amortized over approximately 2.4 years.
|
(4)
|
As part of the purchase price allocation for Waldorf Astoria Atlanta Buckhead, the Company allocated $1.0 million to advanced bookings and lease intangibles that will be amortized over a weighted average useful life of 3.2 years.
|
(5)
|
During the years ended December 31, 2019 and 2018, the total cost capitalized included acquisition costs as each transaction was accounted for as an asset acquisition.
|
Property
|
|
Date
|
|
Rooms
(unaudited) |
|
Gross Sale Price
|
|
Net Proceeds
|
|
Gain / (Loss) on Sale
|
|
||||||
Marriott Chicago at Medical District/UIC
|
|
12/2019
|
|
113
|
|
$
|
10,000
|
|
|
$
|
8,995
|
|
|
$
|
(544
|
)
|
|
Marriott Griffin Gate Resort & Spa
|
|
12/2019
|
|
409
|
|
51,500
|
|
|
51,227
|
|
|
(478
|
)
|
|
|||
Total for the year ended December 31, 2019
|
|
|
|
522
|
|
$
|
61,500
|
|
|
$
|
60,222
|
|
|
$
|
(1,022
|
)
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aston Waikiki Beach Hotel
|
|
03/2018
|
|
645
|
|
$
|
200,000
|
|
|
$
|
196,920
|
|
|
$
|
42,323
|
|
|
Hilton Garden Inn Washington D.C. Downtown(2)
|
|
11/2018
|
|
300
|
|
128,000
|
|
|
125,333
|
|
|
58,407
|
|
|
|||
Residence Inn Denver City Center
|
|
12/2018
|
|
228
|
|
92,000
|
|
|
90,304
|
|
|
22,947
|
|
|
|||
Total for the year ended December 31, 2018
|
|
|
|
1,173
|
|
$
|
420,000
|
|
|
$
|
412,557
|
|
|
$
|
123,677
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Courtyard Birmingham Downtown at UAB(4)
|
|
04/2017
|
|
122
|
|
$
|
30,000
|
|
|
$
|
29,176
|
|
|
$
|
12,972
|
|
|
Courtyard Fort Worth Downtown/Blackstone, Courtyard Kansas City Country Club Plaza, Courtyard Pittsburgh Downtown, Hampton Inn & Suites Baltimore Inner Harbor, and Residence Inn Baltimore Inner Harbor(5)
|
|
06/2017
|
|
812
|
|
163,000
|
|
|
157,675
|
|
|
36,121
|
|
|
|||
Marriott West Des Moines
|
|
07/2017
|
|
219
|
|
19,000
|
|
|
18,014
|
|
|
1,654
|
|
|
|||
Total for the year ended December 31, 2017
|
|
|
|
1,153
|
|
$
|
212,000
|
|
|
$
|
204,865
|
|
|
$
|
50,747
|
|
|
(1)
|
During the year ended December 31, 2019, the Company recognized adjustments amounting to a gain of $0.1 million related to the 2018 dispositions.
|
(2)
|
As part of the disposition in November 2018, the Company derecognized $5.4 million of goodwill related to Hilton Garden Inn Washington D.C Downtown that was included in intangible assets, net of accumulated amortization on the consolidated balance sheet as of December 31, 2017.
|
(3)
|
During the year ended December 31, 2018, the Company recognized adjustments amounting to a loss of $0.1 million related to the 2017 dispositions.
|
(4)
|
As part of the disposition in April 2017, the Company derecognized $2.3 million of goodwill related to Courtyard Birmingham at UAB that was included in intangible assets, net of accumulated amortization on the consolidated balance sheet as of December 31, 2016.
|
(5)
|
The hotels were sold as part of a portfolio sales agreement.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Intangible assets:
|
|
|
|
||||
Acquired in-place lease intangibles
|
$
|
601
|
|
|
$
|
888
|
|
Acquired below market ground lease(1)
|
—
|
|
|
25,625
|
|
||
Advance bookings
|
4,188
|
|
|
4,254
|
|
||
Accumulated amortization(1)
|
(744
|
)
|
|
(3,578
|
)
|
||
Net intangible assets
|
$
|
4,045
|
|
|
$
|
27,189
|
|
Goodwill(2)
|
24,952
|
|
|
34,352
|
|
||
Total intangible assets, net
|
$
|
28,997
|
|
|
$
|
61,541
|
|
Intangible liabilities:
|
|
|
|
||||
Acquired below market lease costs(1)
|
$
|
—
|
|
|
$
|
(4,257
|
)
|
Accumulated amortization(1)
|
—
|
|
|
1,016
|
|
||
Intangible liabilities, net
|
$
|
—
|
|
|
$
|
(3,241
|
)
|
(1)
|
Upon the adoption date of Topic 842, a total of $20.3 million of net intangibles for existing above and below market ground leases was derecognized and subsequently recorded as an adjustment to the beginning right of use asset. See Notes 2 and 14 for additional information.
|
(2)
|
During the year ended December 31, 2019, the Company recognized a goodwill impairment loss of $9.4 million. See Note 9 for further details.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Acquired in-place lease intangibles
|
$
|
203
|
|
|
$
|
85
|
|
Acquired above and below market lease costs, net(1)
|
$
|
—
|
|
|
$
|
248
|
|
Advance bookings
|
$
|
2,580
|
|
|
$
|
3,405
|
|
(1)
|
Upon the adoption date of Topic 842, a total of $20.3 million of net intangibles for existing above and below market ground leases was derecognized and subsequently recorded as an adjustment to the beginning right of use asset. See Notes 2 and 14 for additional information.
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Acquired in-place lease intangibles
|
$
|
154
|
|
|
$
|
154
|
|
|
$
|
105
|
|
|
$
|
8
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
429
|
|
Advance bookings
|
917
|
|
|
567
|
|
|
533
|
|
|
533
|
|
|
533
|
|
|
533
|
|
|
3,616
|
|
|||||||
Total amortization
|
$
|
1,071
|
|
|
$
|
721
|
|
|
$
|
638
|
|
|
$
|
541
|
|
|
$
|
536
|
|
|
$
|
538
|
|
|
$
|
4,045
|
|
|
|
|
|
|
|
|
Balance Outstanding as of
|
|||||||
|
Rate Type
|
|
Rate(1)
|
|
Maturity Date
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|||||
Marriott Charleston Town Center(2)
|
Fixed
|
|
—
|
|
|
7/1/2020
|
|
$
|
—
|
|
|
$
|
15,392
|
|
Marriott Dallas Downtown
|
Fixed(3)
|
|
4.05
|
%
|
|
1/3/2022
|
|
51,000
|
|
|
51,000
|
|
||
Hyatt Regency Santa Clara(4)
|
Fixed(3)
|
|
—
|
|
|
1/3/2022
|
|
—
|
|
|
90,000
|
|
||
Kimpton Hotel Palomar Philadelphia
|
Fixed(3)
|
|
4.14
|
%
|
|
1/13/2023
|
|
58,000
|
|
|
59,000
|
|
||
Renaissance Atlanta Waverly Hotel & Convention Center(4)
|
Fixed(3)
|
|
3.90
|
%
|
|
8/14/2024
|
|
100,000
|
|
|
100,000
|
|
||
Andaz Napa(5)
|
Variable
|
|
3.66
|
%
|
|
9/13/2024
|
|
56,000
|
|
|
56,000
|
|
||
The Ritz-Carlton, Pentagon City
|
Fixed(6)
|
|
4.95
|
%
|
|
1/31/2025
|
|
65,000
|
|
|
65,000
|
|
||
Residence Inn Boston Cambridge
|
Fixed
|
|
4.48
|
%
|
|
11/1/2025
|
|
60,731
|
|
|
61,806
|
|
||
Grand Bohemian Hotel Orlando, Autograph Collection
|
Fixed
|
|
4.53
|
%
|
|
3/1/2026
|
|
58,286
|
|
|
59,281
|
|
||
Marriott San Francisco Airport Waterfront
|
Fixed
|
|
4.63
|
%
|
|
5/1/2027
|
|
115,000
|
|
|
115,000
|
|
||
Total Mortgage Loans
|
|
|
4.31
|
%
|
(7)
|
|
|
$
|
564,017
|
|
|
$
|
672,479
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Term Loan $175M
|
Fixed(8)
|
|
2.89
|
%
|
|
2/15/2021
|
|
175,000
|
|
|
175,000
|
|
||
Unsecured Term Loan $125M
|
Fixed(8)
|
|
3.38
|
%
|
|
10/22/2022
|
|
125,000
|
|
|
125,000
|
|
||
Unsecured Term Loan $150M(9)
|
Variable
|
|
3.32
|
%
|
|
8/21/2023
|
|
150,000
|
|
|
65,000
|
|
||
Unsecured Term Loan $125M(10)
|
Fixed(8)
|
|
3.37
|
%
|
|
9/13/2024
|
|
125,000
|
|
|
125,000
|
|
||
Senior Unsecured Revolving Credit Facility
|
Variable
|
|
3.41
|
%
|
|
2/28/2022
|
(11)
|
160,000
|
|
|
—
|
|
||
Loan discounts and unamortized deferred financing costs, net(12)
|
|
|
|
|
|
|
(5,963
|
)
|
|
(7,391
|
)
|
|||
Debt, net of loan discounts and unamortized deferred financing costs
|
|
|
3.72
|
%
|
(7)
|
|
|
$
|
1,293,054
|
|
|
$
|
1,155,088
|
|
(1)
|
Variable index is one-month LIBOR. Interest rates as of December 31, 2019.
|
(2)
|
During the year ended December 31, 2019, the Company elected its prepayment option per the terms of the mortgage loan agreement and repaid the outstanding balance.
|
(3)
|
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 loan.
|
(4)
|
During the year ended December 31, 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 $100.0 million variable rate mortgage loan collateralized by Renaissance Atlanta Waverly Hotel & Convention Center, which matures in 2024. See Note 8 for further details related to our derivative instruments.
|
(5)
|
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.
|
(6)
|
The Company entered into interest rate swap agreements to fix the interest rate of the variable rate mortgage loan from June 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.
|
(7)
|
Represents the weighted average interest rate as of December 31, 2019.
|
(8)
|
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.
|
(9)
|
In August 2018, the Company entered into an unsecured term loan for $150 million that matures in August 2023. The term loan includes an accordion option that allows the Company to request additional lender commitments of up to $100 million. In October 2018, the Company funded $65 million of the term loan and in February 2019, the remaining $85 million was funded.
|
(10)
|
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 3.32%.
|
(11)
|
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.
|
(12)
|
Includes loan discounts recognized upon modification and deferred financing costs, net of the accumulated amortization.
|
|
|
As of
December 31, 2019 |
|
Weighted average
interest rate |
||
2020
|
|
$
|
4,365
|
|
|
4.45%
|
2021
|
|
180,405
|
|
|
2.94%
|
|
2022
|
|
182,920
|
|
|
3.60%
|
|
2023
|
|
211,868
|
|
|
3.56%
|
|
2024
|
|
281,539
|
|
|
3.63%
|
|
Thereafter
|
|
277,920
|
|
|
4.66%
|
|
Total Debt
|
|
$
|
1,139,017
|
|
|
3.72%
|
Loan discounts and unamortized deferred financing costs, net
|
|
(5,963
|
)
|
|
—
|
|
Senior unsecured revolving credit facility (matures in 2022)
|
|
160,000
|
|
|
3.41%
|
|
Debt, net of loan discounts and unamortized deferred financing costs
|
|
$
|
1,293,054
|
|
|
3.72%
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 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 + 1.60%
|
|
10/22/2015
|
|
2/15/2021
|
|
$
|
50,000
|
|
|
$
|
167
|
|
|
$
|
50,000
|
|
|
$
|
1,218
|
|
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.60%
|
|
10/22/2015
|
|
2/15/2021
|
|
65,000
|
|
|
223
|
|
|
65,000
|
|
|
1,597
|
|
||||
$175M Term Loan
|
|
Swap
|
|
1.29%
|
|
1-Month LIBOR + 1.60%
|
|
10/22/2015
|
|
2/15/2021
|
|
60,000
|
|
|
206
|
|
|
60,000
|
|
|
1,472
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.55%
|
|
1/15/2016
|
|
10/22/2022
|
|
50,000
|
|
|
(403
|
)
|
|
50,000
|
|
|
1,093
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.55%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(202
|
)
|
|
25,000
|
|
|
544
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.84%
|
|
1-Month LIBOR + 1.55%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(207
|
)
|
|
25,000
|
|
|
537
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.83%
|
|
1-Month LIBOR + 1.55%
|
|
1/15/2016
|
|
10/22/2022
|
|
25,000
|
|
|
(204
|
)
|
|
25,000
|
|
|
537
|
|
||||
Mortgage Debt
|
|
Swap
|
|
1.54%
|
|
1-Month LIBOR + 2.60%
|
|
1/13/2016
|
|
1/13/2023
|
|
58,000
|
|
|
13
|
|
|
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
|
|
|
(266
|
)
|
|
51,000
|
|
|
938
|
|
||||
Mortgage Debt
|
|
Swap
|
|
1.80%
|
|
1-Month LIBOR + 2.10%
|
|
3/1/2017
|
|
1/3/2022
|
|
45,000
|
|
|
(248
|
)
|
|
45,000
|
|
|
806
|
|
||||
Mortgage Debt
|
|
Swap
|
|
1.81%
|
|
1-Month LIBOR + 2.10%
|
|
3/1/2017
|
|
1/3/2022
|
|
45,000
|
|
|
(235
|
)
|
|
45,000
|
|
|
829
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.45%
|
|
10/13/2017
|
|
9/13/2022
|
|
40,000
|
|
|
(403
|
)
|
|
40,000
|
|
|
725
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.45%
|
|
10/13/2017
|
|
9/13/2022
|
|
40,000
|
|
|
(405
|
)
|
|
40,000
|
|
|
718
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.45%
|
|
10/13/2017
|
|
9/13/2022
|
|
25,000
|
|
|
(256
|
)
|
|
25,000
|
|
|
447
|
|
||||
$125M Term Loan
|
|
Swap
|
|
1.92%
|
|
1-Month LIBOR + 1.45%
|
|
10/13/2017
|
|
9/13/2022
|
|
20,000
|
|
|
(202
|
)
|
|
20,000
|
|
|
362
|
|
||||
Mortgage Debt
|
|
Swap
|
|
2.80%
|
|
1-Month LIBOR + 2.10%
|
|
6/1/2018
|
|
2/1/2023
|
|
24,000
|
|
|
(894
|
)
|
|
24,000
|
|
|
(314
|
)
|
||||
Mortgage Debt
|
|
Swap
|
|
2.89%
|
|
1-Month LIBOR + 2.10%
|
|
1/17/2019
|
|
2/1/2023
|
|
41,000
|
|
|
(1,638
|
)
|
|
—
|
|
|
(673
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
689,000
|
|
|
$
|
(4,954
|
)
|
|
$
|
728,000
|
|
|
$
|
12,957
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
|
|
2019
|
|
2018
|
||||
Effect of derivative instruments:
|
|
Location in Statement of Operations and Comprehensive Income:
|
|
|
|
|
||||
(Loss) gain recognized in other comprehensive income
|
|
Unrealized (loss) gain on interest rate derivative instruments
|
|
$
|
(14,401
|
)
|
|
$
|
4,944
|
|
Loss reclassified from accumulated other comprehensive (loss) income to net income
|
|
Reclassification adjustment for amounts recognized in net income
|
|
$
|
(3,510
|
)
|
|
$
|
(2,826
|
)
|
Total interest expense in which effects of cash flow hedges are recorded
|
|
Interest expense
|
|
$
|
48,605
|
|
|
$
|
51,402
|
|
•
|
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, 2019
|
|
December 31, 2018
|
||||||||
Location on Consolidated Balance Sheets/
Description of Instrument
|
|
Significant Unobservable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Significant Unobservable Inputs (Level 2)
|
||||||
Recurring Measurements
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Interest rate swaps(1)
|
|
$
|
13
|
|
|
—
|
|
|
$
|
12,957
|
|
|
Liabilities
|
|
|
|
|
|
|
||||||
Interest rate swaps(1)
|
|
$
|
(4,967
|
)
|
|
—
|
|
|
—
|
|
||
Nonrecurring measurements
|
|
|
|
|
|
|
||||||
Intangible assets, net of accumulated amortization
|
|
|
|
|
|
|
||||||
Goodwill
|
|
—
|
|
|
$
|
14,035
|
|
|
—
|
|
(1)
|
Interest rate swap fair values are netted as applicable per the terms of the respective master netting agreements.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Debt
|
|
$
|
1,139,017
|
|
|
$
|
1,160,588
|
|
|
$
|
1,162,288
|
|
|
$
|
1,171,552
|
|
Senior unsecured revolving credit facility
|
|
160,000
|
|
|
160,886
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
1,299,017
|
|
|
$
|
1,321,474
|
|
|
$
|
1,162,288
|
|
|
$
|
1,171,552
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(3,082
|
)
|
|
$
|
(4,000
|
)
|
|
$
|
(5,685
|
)
|
State
|
(2,255
|
)
|
|
(2,199
|
)
|
|
(1,748
|
)
|
|||
Total current
|
$
|
(5,337
|
)
|
|
$
|
(6,199
|
)
|
|
$
|
(7,433
|
)
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1
|
)
|
|
$
|
59
|
|
|
$
|
(411
|
)
|
State
|
(29
|
)
|
|
147
|
|
|
11
|
|
|||
Total deferred
|
$
|
(30
|
)
|
|
$
|
206
|
|
|
$
|
(400
|
)
|
Total tax provision
|
$
|
(5,367
|
)
|
|
$
|
(5,993
|
)
|
|
$
|
(7,833
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Provision for income taxes at statutory rate
|
$
|
(13,148
|
)
|
|
$
|
(42,950
|
)
|
|
$
|
(38,027
|
)
|
Tax benefit related to REIT operations
|
9,691
|
|
|
38,601
|
|
|
31,551
|
|
|||
Income for which no federal tax benefit was recognized
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Valuation allowances
|
—
|
|
|
10
|
|
|
—
|
|
|||
Impact of rate change on deferred tax balances
|
(9
|
)
|
|
131
|
|
|
(529
|
)
|
|||
State tax provision, net of federal
|
(1,563
|
)
|
|
(1,821
|
)
|
|
(1,109
|
)
|
|||
Other
|
(336
|
)
|
|
38
|
|
|
283
|
|
|||
Total tax provision
|
$
|
(5,367
|
)
|
|
$
|
(5,993
|
)
|
|
$
|
(7,833
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Net operating loss
|
$
|
3,613
|
|
|
$
|
3,657
|
|
Deferred income
|
1,141
|
|
|
1,197
|
|
||
Miscellaneous
|
131
|
|
|
96
|
|
||
Total deferred tax assets
|
$
|
4,885
|
|
|
$
|
4,950
|
|
Less: Valuation allowance
|
(3,546
|
)
|
|
(3,581
|
)
|
||
Net deferred tax assets
|
$
|
1,339
|
|
|
$
|
1,369
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to common stockholders
|
$
|
55,400
|
|
|
$
|
193,688
|
|
|
$
|
98,862
|
|
Dividends paid on unvested share-based compensation
|
(548
|
)
|
|
(585
|
)
|
|
(593
|
)
|
|||
Undistributed earnings attributable to unvested share based compensation
|
—
|
|
|
(98
|
)
|
|
—
|
|
|||
Net income available to common stockholders
|
$
|
54,852
|
|
|
$
|
193,005
|
|
|
$
|
98,269
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding - Basic
|
112,636,123
|
|
|
110,124,142
|
|
|
106,767,108
|
|
|||
Effect of dilutive share-based compensation
|
282,475
|
|
|
253,592
|
|
|
252,044
|
|
|||
Weighted average shares outstanding - Diluted
|
112,918,598
|
|
|
110,377,734
|
|
|
107,019,152
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Net income per share available to common stockholders - basic and diluted
|
$
|
0.49
|
|
|
$
|
1.75
|
|
|
$
|
0.92
|
|
Grant Date
|
|
Grant Description
|
|
Time-Based Grants
|
|
Performance-Based Grants
|
|
Weighted Average
Grant Date Fair Value
|
March 2016
|
|
2016 Restricted Stock Units
|
|
104,079
|
|
51,782
|
|
$13.09
|
April 2016
|
|
2016 Restricted Stock Units
|
|
26,738
|
|
—
|
|
$15.34
|
February 2017
|
|
2017 Restricted Stock Units
|
|
82,829
|
|
44,858
|
|
$15.18
|
February 2018
|
|
2018 Restricted Stock Units
|
|
79,812
|
|
45,464
|
|
$15.92
|
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
|
March 2016
|
|
2016 LTIP Units
|
|
78,076
|
|
664,515
|
|
$7.86
|
April 2016
|
|
2016 LTIP Units
|
|
12,945
|
|
110,179
|
|
$7.85
|
February 2017
|
|
2017 LTIP Units
|
|
86,210
|
|
715,001
|
|
$8.97
|
February 2018
|
|
2018 LTIP Units
|
|
84,505
|
|
725,860
|
|
$8.79
|
February 2019
|
|
2019 LTIP Units
|
|
90,273
|
|
781,898
|
|
$9.24
|
Grant Date
|
|
Grant Description
|
|
Time-Based Grants
|
|
Grant Date
Fair Value
|
May 2017
|
|
2017 LTIP Units
|
|
33,355
|
|
$17.84
|
May 2018
|
|
2018 LTIP Units
|
|
24,661
|
|
$24.13
|
May 2019
|
|
2019 LTIP Units
|
|
26,768
|
|
$22.23
|
|
2014 Share Unit Plan Share Units
|
|
2015 Incentive Award Plan Restricted Stock Units(1)
|
|
2015 Incentive Award Plan LTIP Units(1)
|
|
Total
|
||||||||
Unvested as of December 31, 2017
|
48,682
|
|
|
264,302
|
|
|
1,662,073
|
|
|
1,975,057
|
|
||||
Granted
|
—
|
|
|
125,276
|
|
|
835,026
|
|
|
960,302
|
|
||||
Vested(2)
|
(48,682
|
)
|
|
(138,411
|
)
|
|
(852,786
|
)
|
|
(1,039,879
|
)
|
||||
Expired
|
—
|
|
|
(2,581
|
)
|
|
(30,232
|
)
|
|
(32,813
|
)
|
||||
Forfeited
|
—
|
|
|
(2,893
|
)
|
|
—
|
|
|
(2,893
|
)
|
||||
Unvested as of December 31, 2018
|
—
|
|
|
245,693
|
|
|
1,614,081
|
|
|
1,859,774
|
|
||||
Granted
|
—
|
|
|
135,790
|
|
|
898,939
|
|
|
1,034,729
|
|
||||
Vested(2)
|
—
|
|
|
(120,882
|
)
|
|
(704,569
|
)
|
|
(825,451
|
)
|
||||
Expired
|
—
|
|
|
(5,082
|
)
|
|
(124,486
|
)
|
|
(129,568
|
)
|
||||
Forfeited
|
—
|
|
|
(8,411
|
)
|
|
—
|
|
|
(8,411
|
)
|
||||
Unvested as of December 31, 2019
|
—
|
|
|
247,108
|
|
|
1,683,965
|
|
|
1,931,073
|
|
||||
Weighted average fair value of unvested shares/units
|
$
|
—
|
|
|
$
|
15.51
|
|
|
$
|
9.01
|
|
|
$
|
9.84
|
|
(1)
|
Includes Time-Based LTIP Units and Class A LTIP Units.
|
(2)
|
During the year ended December 31, 2019 and 2018, the Company redeemed 34,118 and 58,555, respectively, shares of common stock to satisfy federal and state tax withholding requirements on the vesting of Share Units and Restricted Stock Units under the 2014 Share Unit Plan and the 2015 Incentive Award Plan.
|
Performance Award Grant Date
|
|
Percentage of Total Award
|
|
Grant Date Fair Value by Component
|
|
Volatility
|
|
Interest Rate
|
|
Dividend Yield
|
March 17, 2016 or 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%
|
February 23, 2017
|
|
|
|
|
|
|
|
|
|
|
Absolute TSR Restricted Stock Units
|
|
25%
|
|
$6.57
|
|
26.83%
|
|
0.68% - 1.55%
|
|
6.021%
|
Relative TSR Restricted Stock Units
|
|
75%
|
|
$10.44
|
|
26.83%
|
|
0.68% - 1.55%
|
|
6.021%
|
Absolute TSR Class A LTIPs
|
|
25%
|
|
$6.64
|
|
26.83%
|
|
0.68% - 1.55%
|
|
6.021%
|
Relative TSR Class A LTIPs
|
|
75%
|
|
$10.18
|
|
26.83%
|
|
0.68% - 1.55%
|
|
6.021%
|
February 20, 2018
|
|
|
|
|
|
|
|
|
|
|
Absolute TSR Restricted Stock Units
|
|
25%
|
|
$6.54
|
|
24.52%
|
|
1.82% - 2.47%
|
|
5.553%
|
Relative TSR Restricted Stock Units
|
|
75%
|
|
$10.44
|
|
24.52%
|
|
1.82% - 2.47%
|
|
5.553%
|
Absolute TSR Class A LTIPs
|
|
25%
|
|
$6.60
|
|
24.52%
|
|
1.82% - 2.47%
|
|
5.553%
|
Relative TSR Class A LTIPs
|
|
75%
|
|
$10.13
|
|
24.52%
|
|
1.82% - 2.47%
|
|
5.553%
|
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
|
|
Operating Leases
|
|
As of
December 31, 2019
|
||
Weighted average remaining lease term, including reasonably certain extension options(1)
|
|
30 years
|
||
Weighted average discount rate
|
|
5.94%
|
||
|
|
|
||
ROU asset(2)
|
|
$
|
46,243
|
|
Lease liability(3)
|
|
$
|
27,264
|
|
|
|
|
||
Operating lease rent expense
|
|
$
|
2,551
|
|
Variable lease costs(4)
|
|
$
|
8,795
|
|
Total rent expense and variable lease costs
|
|
$
|
11,346
|
|
(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 consolidated balance sheet as of December 31, 2019.
|
(3)
|
The lease liability is included in other liabilities on the accompanying consolidated balance sheet as of December 31, 2019.
|
(4)
|
Variable lease costs represent percentage rent of $2.3 million and real estate taxes and insurance costs of $6.5 million incurred for ground leases during the year ended December 31, 2019.
|
|
|
As of
December 31, 2019
|
||
2020
|
|
$
|
2,403
|
|
2021
|
|
2,417
|
|
|
2022
|
|
2,431
|
|
|
2023
|
|
2,445
|
|
|
2024
|
|
2,460
|
|
|
Thereafter
|
|
49,861
|
|
|
Total undiscounted lease payments
|
|
$
|
62,017
|
|
Less imputed interest
|
|
(34,753
|
)
|
|
Lease liability(1)
|
|
$
|
27,264
|
|
(1)
|
The lease liability is included in other liabilities on the accompanying consolidated balance sheet as of December 31, 2019.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Total revenues
|
$
|
293,687
|
|
|
$
|
304,285
|
|
|
$
|
268,931
|
|
|
$
|
282,184
|
|
|
$
|
1,149,087
|
|
Net income
|
17,276
|
|
|
13,214
|
|
|
10,670
|
|
|
16,083
|
|
|
57,243
|
|
|||||
Net income attributable to non-controlling interests
|
(573
|
)
|
|
(437
|
)
|
|
(355
|
)
|
|
(478
|
)
|
|
(1,843
|
)
|
|||||
Net income attributable to common stockholders
|
16,703
|
|
|
12,777
|
|
|
10,315
|
|
|
15,605
|
|
|
55,400
|
|
|||||
Net income per share available to common stockholders, basic and diluted
|
$
|
0.15
|
|
|
$
|
0.11
|
|
|
$
|
0.09
|
|
|
$
|
0.14
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Total revenues
|
$
|
264,498
|
|
|
$
|
277,057
|
|
|
$
|
240,989
|
|
|
$
|
275,663
|
|
|
$
|
1,058,207
|
|
Net income from continuing operations
|
57,043
|
|
|
29,531
|
|
|
9,334
|
|
|
102,624
|
|
|
198,532
|
|
|||||
Net income attributable to non-controlling interests
|
(1,387
|
)
|
|
(737
|
)
|
|
(90
|
)
|
|
(2,630
|
)
|
|
(4,844
|
)
|
|||||
Net income attributable to common stockholders
|
55,656
|
|
|
28,794
|
|
|
9,244
|
|
|
99,994
|
|
|
193,688
|
|
|||||
Net income per share available to common stockholders, basic
|
$
|
0.52
|
|
|
$
|
0.26
|
|
|
$
|
0.08
|
|
|
$
|
0.89
|
|
|
$
|
1.75
|
|
Net income per share available to common stockholders, diluted
|
$
|
0.52
|
|
|
$
|
0.26
|
|
|
$
|
0.08
|
|
|
$
|
0.88
|
|
|
$
|
1.75
|
|
|
|
|
|
Initial Cost
(A) |
|
|
|
|
|
Gross amount at which carried at end of period (B)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
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 Valley
Napa, CA |
|
$
|
56,000
|
|
|
$
|
10,150
|
|
|
$
|
57,012
|
|
|
$
|
—
|
|
|
$
|
1,840
|
|
|
$
|
10,150
|
|
|
$
|
58,852
|
|
|
$
|
69,002
|
|
|
$
|
24,537
|
|
|
2009
|
|
9/20/2013
|
|
5 - 30 years
|
Andaz San Diego
San Diego, CA |
|
—
|
|
|
6,949
|
|
|
43,430
|
|
|
—
|
|
|
7,292
|
|
|
6,949
|
|
|
50,722
|
|
|
57,671
|
|
|
17,184
|
|
|
1914
|
|
3/4/2013
|
|
5 - 30 years
|
|||||||||
Andaz Savannah
Savannah, GA |
|
—
|
|
|
2,680
|
|
|
36,212
|
|
|
—
|
|
|
3,774
|
|
|
2,680
|
|
|
39,986
|
|
|
42,666
|
|
|
10,905
|
|
|
2009
|
|
9/10/2013
|
|
5 - 30 years
|
|||||||||
Bohemian Hotel Celebration, Autograph Collection Hotel
Celebration, FL |
|
—
|
|
|
1,232
|
|
|
19,000
|
|
|
—
|
|
|
3,180
|
|
|
1,232
|
|
|
22,180
|
|
|
23,412
|
|
|
7,324
|
|
|
1999
|
|
2/6/2013
|
|
5 - 30 years
|
|||||||||
Bohemian Hotel Savannah, Autograph Collection Hotel
Savannah, GA |
|
—
|
|
|
2,300
|
|
|
24,240
|
|
|
—
|
|
|
2,259
|
|
|
2,300
|
|
|
26,499
|
|
|
28,799
|
|
|
10,631
|
|
|
2009
|
|
8/9/2012
|
|
5 - 30 years
|
|||||||||
Buckhead Atlanta - Lease Restaurant
Atlanta, GA |
|
—
|
|
|
364
|
|
|
2,349
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
2,349
|
|
|
2,713
|
|
|
173
|
|
|
2008
|
|
12/7/2018
|
|
5 - 30 years
|
|||||||||
Fairmont Dallas
Dallas, TX |
|
—
|
|
|
8,700
|
|
|
60,634
|
|
|
—
|
|
|
23,451
|
|
|
8,700
|
|
|
84,085
|
|
|
92,785
|
|
|
40,114
|
|
|
1968
|
|
8/1/2011
|
|
5 - 30 years
|
|||||||||
Fairmont Pittsburgh
Pittsburgh, PA |
|
—
|
|
|
3,378
|
|
|
27,101
|
|
|
—
|
|
|
426
|
|
|
3,378
|
|
|
27,527
|
|
|
30,905
|
|
|
1,615
|
|
|
2010
|
|
9/26/2018
|
|
5 - 30 years
|
|||||||||
Grand Bohemian Hotel Charleston, Autograph Collection
Charleston, SC |
|
—
|
|
|
4,550
|
|
|
26,582
|
|
|
—
|
|
|
281
|
|
|
4,550
|
|
|
26,863
|
|
|
31,413
|
|
|
5,810
|
|
|
2015
|
|
8/27/2015
|
|
5 - 30 years
|
|||||||||
Grand Bohemian Hotel Mountain Brook, Autograph Collection
Birmingham, AL |
|
—
|
|
|
2,000
|
|
|
42,246
|
|
|
—
|
|
|
611
|
|
|
2,000
|
|
|
42,857
|
|
|
44,857
|
|
|
9,509
|
|
|
2015
|
|
10/22/2015
|
|
5 - 30 years
|
|||||||||
Grand Bohemian Hotel Orlando, an Autograph Collection Hotel
Orlando, FL |
|
58,286
|
|
|
7,739
|
|
|
75,510
|
|
|
—
|
|
|
4,845
|
|
|
7,739
|
|
|
80,355
|
|
|
88,094
|
|
|
27,086
|
|
|
2001
|
|
12/27/2012
|
|
5 - 30 years
|
|||||||||
Hotel Commonwealth
Boston, MA |
|
—
|
|
|
—
|
|
|
114,085
|
|
|
—
|
|
|
1,616
|
|
|
—
|
|
|
115,701
|
|
|
115,701
|
|
|
21,095
|
|
|
2003
|
|
1/15/2016
|
|
5 - 30 years
|
|||||||||
Hyatt Centric Key West Resort & Spa
Key West, FL |
|
—
|
|
|
40,986
|
|
|
34,529
|
|
|
—
|
|
|
7,353
|
|
|
40,986
|
|
|
41,882
|
|
|
82,868
|
|
|
13,669
|
|
|
1988
|
|
11/15/2013
|
|
5 - 30 years
|
|||||||||
Hyatt Regency Grand Cypress
Orlando, FL |
|
—
|
|
|
17,867
|
|
|
183,463
|
|
|
—
|
|
|
49,545
|
|
|
17,867
|
|
|
233,008
|
|
|
250,875
|
|
|
25,289
|
|
|
1984
|
|
5/26/2017
|
|
5 - 30 years
|
|||||||||
Hyatt Regency Portland at the Oregon Convention Center
Portland, OR |
|
—
|
|
|
24,669
|
|
|
161,931
|
|
|
—
|
|
|
—
|
|
|
24,669
|
|
|
161,931
|
|
|
186,600
|
|
|
—
|
|
|
2019
|
|
12/17/2019
|
|
5 - 30 years
|
|
|
|
|
Initial Cost
(A) |
|
|
|
|
|
Gross amount at which carried at end of period (B)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
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
|
||||||||||||||||||
Hyatt Regency Santa Clara
Santa Clara, CA |
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,227
|
|
|
$
|
—
|
|
|
$
|
21,399
|
|
|
$
|
—
|
|
|
$
|
121,626
|
|
|
$
|
121,626
|
|
|
$
|
39,814
|
|
|
1986
|
|
9/20/2013
|
|
5 - 30 years
|
Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch
Scottsdale, AZ |
|
—
|
|
|
71,211
|
|
|
145,600
|
|
|
—
|
|
|
7,825
|
|
|
71,211
|
|
|
153,425
|
|
|
224,636
|
|
|
18,130
|
|
|
1987
|
|
10/3/2017
|
|
5 - 30 years
|
|||||||||
Key West Bottling Court Retail Center
Key West, FL |
|
—
|
|
|
4,144
|
|
|
2,682
|
|
|
—
|
|
|
528
|
|
|
4,144
|
|
|
3,210
|
|
|
7,354
|
|
|
477
|
|
|
1953
|
|
11/25/2014
|
|
5 - 30 years
|
|||||||||
Kimpton Canary Santa Barbara Hotel
Santa Barbara, CA |
|
—
|
|
|
22,361
|
|
|
57,822
|
|
|
—
|
|
|
1,651
|
|
|
22,361
|
|
|
59,473
|
|
|
81,834
|
|
|
12,299
|
|
|
2005
|
|
7/16/2015
|
|
5 - 30 years
|
|||||||||
Kimpton Hotel Monaco Chicago
Chicago, IL |
|
—
|
|
|
15,056
|
|
|
40,841
|
|
|
—
|
|
|
14,453
|
|
|
15,056
|
|
|
55,294
|
|
|
70,350
|
|
|
16,444
|
|
|
1912
|
|
11/1/2013
|
|
5 - 30 years
|
|||||||||
Kimpton Hotel Monaco Denver
Denver, CO |
|
—
|
|
|
5,742
|
|
|
69,158
|
|
|
—
|
|
|
11,226
|
|
|
5,742
|
|
|
80,384
|
|
|
86,126
|
|
|
24,248
|
|
|
1917/1937
|
|
11/1/2013
|
|
5 - 30 years
|
|||||||||
Kimpton Hotel Monaco Salt Lake City
Salt Lake City, UT |
|
—
|
|
|
1,777
|
|
|
56,156
|
|
|
—
|
|
|
4,715
|
|
|
1,777
|
|
|
60,871
|
|
|
62,648
|
|
|
18,767
|
|
|
1924
|
|
11/1/2013
|
|
5 - 30 years
|
|||||||||
Kimpton Hotel Palomar Philadelphia
Philadelphia, PA |
|
58,000
|
|
|
9,060
|
|
|
90,909
|
|
|
—
|
|
|
3,064
|
|
|
9,060
|
|
|
93,973
|
|
|
103,033
|
|
|
20,087
|
|
|
1929
|
|
7/28/2015
|
|
5 - 30 years
|
|||||||||
Kimpton Lorien Hotel & Spa
Alexandria, VA |
|
—
|
|
|
4,365
|
|
|
40,888
|
|
|
—
|
|
|
4,189
|
|
|
4,365
|
|
|
45,077
|
|
|
49,442
|
|
|
16,329
|
|
|
2009
|
|
10/24/2013
|
|
5 - 30 years
|
|||||||||
Kimpton RiverPlace Hotel
Portland, OR |
|
—
|
|
|
18,322
|
|
|
46,664
|
|
|
—
|
|
|
4,395
|
|
|
18,322
|
|
|
51,059
|
|
|
69,381
|
|
|
11,431
|
|
|
1985
|
|
7/16/2015
|
|
5 - 30 years
|
|||||||||
Loews New Orleans Hotel
New Orleans, LA |
|
—
|
|
|
3,529
|
|
|
70,652
|
|
|
—
|
|
|
8,382
|
|
|
3,529
|
|
|
79,034
|
|
|
82,563
|
|
|
23,271
|
|
|
1972
|
|
10/11/2013
|
|
5 - 30 years
|
|||||||||
Marriott Charleston Town Center
Charleston, WV |
|
—
|
|
|
—
|
|
|
26,647
|
|
|
—
|
|
|
9,621
|
|
|
—
|
|
|
36,268
|
|
|
36,268
|
|
|
17,657
|
|
|
1982
|
|
2/25/2011
|
|
5 - 30 years
|
|||||||||
Marriott Dallas Downtown
Dallas, TX |
|
51,000
|
|
|
6,300
|
|
|
45,158
|
|
|
—
|
|
|
38,501
|
|
|
6,300
|
|
|
83,659
|
|
|
89,959
|
|
|
37,244
|
|
|
1980
|
|
9/30/2010
|
|
5 - 30 years
|
|||||||||
Marriott Napa Valley Hotel & Spa
Napa Valley, CA |
|
—
|
|
|
14,800
|
|
|
57,223
|
|
|
—
|
|
|
17,875
|
|
|
14,800
|
|
|
75,098
|
|
|
89,898
|
|
|
27,124
|
|
|
1979
|
|
8/26/2011
|
|
5 - 30 years
|
|||||||||
Marriott San Francisco Airport Waterfront
San Francisco, CA |
|
115,000
|
|
|
36,700
|
|
|
72,370
|
|
|
—
|
|
|
32,918
|
|
|
36,700
|
|
|
105,288
|
|
|
141,988
|
|
|
44,035
|
|
|
1985
|
|
3/23/2012
|
|
5 - 30 years
|
|
|
|
|
Initial Cost
(A) |
|
|
|
|
|
Gross amount at which carried at end of period (B)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
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
|
||||||||||||||||||
Marriott Woodlands Waterway Hotel & Convention Center
Woodlands, TX |
|
$
|
—
|
|
|
$
|
5,500
|
|
|
$
|
98,886
|
|
|
$
|
—
|
|
|
$
|
28,896
|
|
|
$
|
5,500
|
|
|
$
|
127,782
|
|
|
$
|
133,282
|
|
|
$
|
57,257
|
|
|
2002
|
|
11/21/2007
|
|
5 - 30 years
|
Park Hyatt Aviara Resort, Golf Club & Spa
Carlsbad, CA |
|
—
|
|
|
33,252
|
|
|
135,320
|
|
|
—
|
|
|
13,874
|
|
|
33,252
|
|
|
149,194
|
|
|
182,446
|
|
|
6,197
|
|
|
1997
|
|
11/20/2018
|
|
5 - 30 years
|
|||||||||
Renaissance Atlanta Waverly Hotel & Convention Center
Atlanta, GA |
|
100,000
|
|
|
6,834
|
|
|
90,792
|
|
|
—
|
|
|
18,348
|
|
|
6,834
|
|
|
109,140
|
|
|
115,974
|
|
|
40,966
|
|
|
1983
|
|
3/23/2012
|
|
5 - 30 years
|
|||||||||
Renaissance Austin Hotel
Austin, TX |
|
—
|
|
|
10,656
|
|
|
97,960
|
|
|
—
|
|
|
17,163
|
|
|
10,656
|
|
|
115,123
|
|
|
125,779
|
|
|
44,509
|
|
|
1986
|
|
3/23/2012
|
|
5 - 30 years
|
|||||||||
Residence Inn Boston Cambridge
Cambridge, MA |
|
60,731
|
|
|
10,346
|
|
|
72,735
|
|
|
—
|
|
|
(1,405
|
)
|
|
10,346
|
|
|
71,330
|
|
|
81,676
|
|
|
29,906
|
|
|
1999
|
|
2/8/2008
|
|
5 - 30 years
|
|||||||||
Royal Palms Resort & Spa, The Unbound Collection by Hyatt
Scottsdale, AZ |
|
—
|
|
|
33,912
|
|
|
50,205
|
|
|
—
|
|
|
2,874
|
|
|
33,912
|
|
|
53,079
|
|
|
86,991
|
|
|
6,882
|
|
|
1929
|
|
10/3/2017
|
|
5 - 30 years
|
|||||||||
The Ritz-Carlton, Denver
Denver, Colorado |
|
—
|
|
|
15,132
|
|
|
84,145
|
|
|
—
|
|
|
2,153
|
|
|
15,132
|
|
|
86,298
|
|
|
101,430
|
|
|
5,269
|
|
|
1982
|
|
8/24/2018
|
|
5 - 30 years
|
|||||||||
The Ritz-Carlton, Pentagon City
Arlington, Virginia |
|
65,000
|
|
|
—
|
|
|
103,568
|
|
|
—
|
|
|
4,448
|
|
|
—
|
|
|
108,016
|
|
|
108,016
|
|
|
11,861
|
|
|
1990
|
|
10/4/2017
|
|
5 - 30 years
|
|||||||||
Waldorf Astoria Atlanta Buckhead
Atlanta, GA |
|
—
|
|
|
8,385
|
|
|
49,115
|
|
|
—
|
|
|
1,706
|
|
|
8,385
|
|
|
50,821
|
|
|
59,206
|
|
|
2,330
|
|
|
2008
|
|
12/7/2018
|
|
5 - 30 years
|
|||||||||
Westin Galleria Houston
Houston, TX |
|
—
|
|
|
7,842
|
|
|
112,850
|
|
|
—
|
|
|
41,888
|
|
|
7,842
|
|
|
154,738
|
|
|
162,580
|
|
|
43,644
|
|
|
1977
|
|
8/22/2013
|
|
5 - 30 years
|
|||||||||
Westin Oaks Houston at the Galleria
Houston, TX |
|
—
|
|
|
4,262
|
|
|
96,090
|
|
|
—
|
|
|
29,909
|
|
|
4,262
|
|
|
125,999
|
|
|
130,261
|
|
|
35,619
|
|
|
1971
|
|
8/22/2013
|
|
5 - 30 years
|
|||||||||
Totals
|
|
$
|
564,017
|
|
|
$
|
483,052
|
|
|
$
|
2,822,987
|
|
|
$
|
—
|
|
|
$
|
447,069
|
|
|
$
|
483,052
|
|
|
$
|
3,270,056
|
|
|
$
|
3,753,108
|
|
|
$
|
826,738
|
|
|
|
|
|
|
|
(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, 2019 for federal income tax purposes was approximately $3,864 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 and write-offs of fully depreciated assets 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):
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
3,591,097
|
|
|
$
|
3,319,305
|
|
|
$
|
3,063,564
|
|
Acquisitions
|
186,600
|
|
|
358,541
|
|
|
605,826
|
|
|||
Capital improvements
|
90,490
|
|
|
102,904
|
|
|
84,290
|
|
|||
Disposals and write-offs
|
(115,079
|
)
|
|
(189,653
|
)
|
|
(258,150
|
)
|
|||
Properties classified as held for sale
|
—
|
|
|
—
|
|
|
(176,225
|
)
|
|||
Balance at December 31
|
$
|
3,753,108
|
|
|
$
|
3,591,097
|
|
|
$
|
3,319,305
|
|
(E)
|
Reconciliation of accumulated depreciation (includes continuing operations and operations of assets classified as held for sale):
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
715,949
|
|
|
$
|
628,450
|
|
|
$
|
619,975
|
|
Depreciation expense, continuing operations
|
151,936
|
|
|
154,126
|
|
|
139,726
|
|
|||
Depreciation expense, properties classified as held for sale
|
—
|
|
|
—
|
|
|
8,808
|
|
|||
Accumulated depreciation, properties classified as held for sale
|
—
|
|
|
—
|
|
|
(32,975
|
)
|
|||
Disposals and write-offs
|
(41,147
|
)
|
|
(66,627
|
)
|
|
(107,084
|
)
|
|||
Balance at December 31
|
$
|
826,738
|
|
|
$
|
715,949
|
|
|
$
|
628,450
|
|
(F)
|
Depreciation is computed based upon the following estimated lives:
|
Buildings and improvements
|
30 years
|
||
Tenant improvements
|
Life of the lease
|
||
Furniture, fixtures and equipment
|
5
|
-
|
15 years
|
•
|
beneficially owning shares of our capital stock to the extent that such beneficial ownership would result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of the taxable year);
|
•
|
transferring shares of our capital stock to the extent that such transfer would result in our shares of capital stock being beneficially owned by fewer than 100 persons (determined under the principles of Section 856(a)(5) of the Code);
|
•
|
beneficially or constructively owning shares of our capital stock to the extent such beneficial or constructive ownership would cause us to constructively own ten percent or more of the ownership interests in a tenant (other than a TRS) of our real property within the meaning of Section 856(d)(2)(B) of the Code; or
|
•
|
beneficially or constructively owning shares of our capital stock if such beneficial or constructive ownership would otherwise cause us to fail to qualify as a REIT under the Code, including, but not limited to, as a result of any hotel management companies failing to qualify as an “eligible independent contractor” under the REIT rules.
|
•
|
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding stock of the corporation.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
with respect to an annual meeting of stockholders, nominations of individuals for election to our Board of Directors and the proposal of business to be considered by stockholders at the annual meeting may be made only
|
•
|
pursuant to our notice of the meeting;
|
•
|
by or at the direction of our Board of Directors; or
|
•
|
by a stockholder who was a stockholder of record both at the time of giving of the notice of the meeting and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual nominated or on such other business, and who has complied with the advance notice procedures set forth in, and provided the information and certifications required by, our bylaws; and
|
•
|
with respect to special meetings of stockholders, only the business specified in our company’s notice of meeting may be brought before the special meeting of stockholders, and nominations of individuals for election to our Board of Directors may be made only
|
•
|
by or at the direction of our Board of Directors; or
|
•
|
provided that the meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving of the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice provisions set forth in, and provided the information and certifications required by, our bylaws.
|
•
|
the act or omission of the director or officer was material to the matter giving rise to the proceeding and:
|
•
|
was committed in bad faith; or
|
•
|
was the result of active and deliberate dishonesty;
|
•
|
the director or officer actually received an improper personal benefit in money, property or services; or
|
•
|
in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
|
•
|
a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
|
•
|
a written undertaking, which may be unsecured, by the director or officer or on the director’s or officer’s behalf to repay the amount paid if it shall ultimately be determined that the standard of conduct has not been met.
|
•
|
any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or
|
•
|
any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.
|
Director:
|
$75,000
|
Chair of Audit Committee:
|
$20,000
|
Chair of Compensation Committee:
|
$20,000
|
Chair of Nominating and Governance Committee:
|
$15,000
|
Non-Chair Audit Committee Member:
|
$10,000
|
Non-Chair Compensation Committee Member:
|
$10,000
|
Non-Chair Nominating and Corporate Governance Committee Member:
|
$7,500
|
Lead Director (additional retainer):
|
$45,000
|
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 $100,000 (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) $100,000 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 $100,000 (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 (5th) 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.
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XENIA HOTELS & RESORTS, INC.
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By:
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/s/ Marcel Verbaas
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Title:
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Chairman and Chief Executive Officer
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Entity Name
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Domestic Jurisdiction
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131 East Redwood (Landlord), LLC
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Maryland
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131 East Redwood (Tenant), LLC
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Maryland
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14 Barnard Street Condominium Association, Inc.
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Georgia
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3376 Peachtree Road Master Condominium Association, Inc.
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Georgia
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Block 95 Unit 2 Condominiums Association, Inc.
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Colorado
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IA Lodging Alexandria King TRS, L.L.C.
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Delaware
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IA Lodging Alexandria King, L.L.C.
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Delaware
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IA Lodging Atlanta Waverly TRS, L.L.C.
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Delaware
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IA Lodging Atlanta Waverly, L.L.C.
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Delaware
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IA Lodging Austin Arboretum GP, L.L.C.
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Delaware
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IA Lodging Austin Arboretum LP
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Delaware
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IA Lodging Austin Arboretum LP, L.L.C.
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Delaware
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IA Lodging Austin Arboretum TRS GP, L.L.C.
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Delaware
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IA Lodging Austin Arboretum TRS LLC
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Delaware
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IA Lodging Austin Arboretum TRS LP, L.L.C.
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Delaware
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IA Lodging Burlingame TRS, L.L.C.
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Delaware
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IA Lodging Burlingame, L.L.C.
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Delaware
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IA Lodging Celebration TRS, L.L.C.
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Delaware
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IA Lodging Celebration, L.L.C.
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Delaware
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IA Lodging Charleston Lee TRS, L.L.C.
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Delaware
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IA Lodging Charleston Lee, L.L.C.
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Delaware
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IA Lodging Chicago Wabash TRS, L.L.C.
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Delaware
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IA Lodging Chicago Wabash, L.L.C.
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Delaware
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IA Lodging Dallas Akard Beverage Corporation
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Texas
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IA Lodging Dallas Akard GP, L.L.C.
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Delaware
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IA Lodging Dallas Akard LP
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Illinois
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IA Lodging Dallas Akard LP, L.L.C.
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Delaware
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IA Lodging Dallas Akard TRS GP, L.L.C.
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Delaware
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IA Lodging Dallas Akard TRS LP
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Illinois
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IA Lodging Dallas Akard TRS LP, L.L.C.
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Delaware
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IA Lodging Dallas Pearl GP, L.L.C.
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Delaware
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IA Lodging Dallas Pearl Limited Partnership
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Delaware
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IA Lodging Dallas Pearl LP, L.L.C.
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Delaware
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IA Lodging Dallas Pearl TRS, L.L.C.
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Delaware
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IA Lodging Denver Champa TRS, L.L.C.
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Delaware
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IA Lodging Denver Champa, L.L.C.
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Delaware
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IA Lodging Denver City Center TRS, L.L.C.
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Delaware
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IA Lodging Denver City Center, L.L.C.
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Delaware
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IA Lodging Houston Galleria GP, L.L.C.
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Delaware
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IA Lodging Houston Galleria LP
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Delaware
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IA Lodging Houston Galleria LP, L.L.C.
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Delaware
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IA Lodging Houston Galleria TRS GP, L.L.C.
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Delaware
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IA Lodging Houston Galleria TRS LLC
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Delaware
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IA Lodging Houston Galleria TRS LP, L.L.C.
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Delaware
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IA Lodging Houston Oaks GP, L.L.C.
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Delaware
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IA Lodging Houston Oaks LP
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Delaware
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IA Lodging Houston Oaks LP, L.L.C.
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Delaware
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IA Lodging Houston Oaks TRS GP, L.L.C.
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Delaware
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IA Lodging Houston Oaks TRS LLC
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Delaware
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IA Lodging Houston Oaks TRS LP, L.L.C.
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Delaware
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IA Lodging Key West TRS, L.L.C.
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Delaware
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IA Lodging Key West, L.L.C.
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Delaware
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IA Lodging Lexington Newtown TRS, L.L.C.
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Delaware
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IA Lodging Lexington Newtown, L.L.C.
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Delaware
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IA Lodging Napa First TRS, L.L.C.
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Delaware
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IA Lodging Napa First, L.L.C.
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Delaware
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IA Lodging Napa Solano TRS, L.L.C.
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Delaware
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IA Lodging Napa Solano, L.L.C.
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Delaware
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IA Lodging New Orleans TRS, L.L.C.
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Delaware
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IA Lodging New Orleans, L.L.C.
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Delaware
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IA Lodging Orlando Downtown TRS, L.L.C.
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Delaware
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IA Lodging Orlando Downtown, L.L.C.
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Delaware
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IA Lodging Pittsburgh Penn DST
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Delaware
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IA Lodging Pittsburgh Penn TRS DST
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Delaware
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IA Lodging Salt Lake City TRS, L.L.C.
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Delaware
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IA Lodging Salt Lake City, L.L.C.
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Delaware
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IA Lodging San Diego TRS, L.L.C.
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Delaware
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IA Lodging San Diego, L.L.C.
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Delaware
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IA Lodging Santa Clara TRS, L.L.C.
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Delaware
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IA Lodging Santa Clara, L.L.C.
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Delaware
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IA Lodging Savannah Barnard TRS, L.L.C.
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Delaware
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IA Lodging Savannah Barnard, L.L.C.
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Delaware
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IA Lodging Savannah TRS, L.L.C.
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Delaware
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IA Lodging Savannah, L.L.C.
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Delaware
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IA Lodging Waikiki Beach TRS, L.L.C.
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Delaware
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IA Lodging Waikiki Beach, L.L.C.
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Delaware
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IA Lodging West Des Moines TRS, L.L.C.
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Delaware
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IA Lodging West Des Moines, L.L.C.
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Delaware
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IA Lodging Woodlands GP, L.L.C.
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Delaware
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IA Lodging Woodlands LP
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Delaware
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IA Lodging Woodlands LP, L.L.C.
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Delaware
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IA Lodging Woodlands TRS GP, L.L.C.
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Delaware
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IA Lodging Woodlands TRS LLC
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Delaware
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IA Lodging Woodlands TRS LP, L.L.C.
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Delaware
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IA Urban Baltimore Hotel Associates I, L.L.C.
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Maryland
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IA Urban Hotels Baltimore TRS, L.L.C.
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Delaware
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IA Urban Hotels Baltimore, L.L.C.
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Delaware
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IA Urban Hotels Birmingham TRS, L.L.C.
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Delaware
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IA Urban Hotels Birmingham, L.L.C.
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Delaware
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IA Urban Hotels Cambridge TRS, L.L.C.
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Delaware
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IA Urban Hotels Cambridge, L.L.C.
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Delaware
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IA Urban Hotels Chicago TRS, L.L.C.
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Delaware
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IA Urban Hotels Chicago, L.L.C.
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Delaware
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IA Urban Hotels Fort Worth GP, L.L.C.
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Delaware
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IA Urban Hotels Fort Worth Limited Partnership
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Delaware
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IA Urban Hotels Fort Worth LP, L.L.C.
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Delaware
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IA Urban Hotels Fort Worth TRS GP, L.L.C.
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Delaware
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IA Urban Hotels Fort Worth TRS Limited Partnership
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Delaware
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IA Urban Hotels Fort Worth TRS LP, L.L.C.
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Delaware
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IA Urban Hotels Washington DC Franklin TRS, L.L.C.
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Delaware
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IA Urban Hotels Washington DC Franklin, L.L.C.
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Delaware
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IA Winston Hotels Kansas City TRS, L.L.C.
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Delaware
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IA Winston Hotels Kansas City, L.L.C.
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Delaware
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Philadelphia 17 GP, LLC
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Delaware
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Philadelphia 17 LP, LLC
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Delaware
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The Inn at Town Center Association
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California
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XHR Acquisitions, LLC
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Delaware
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XHR Arlington LLC
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Delaware
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XHR Arlington TRS LLC
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Delaware
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XHR Atlanta Peachtree LLC
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Delaware
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XHR Atlanta Peachtree Retail LLC
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Delaware
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XHR Atlanta Peachtree TRS LLC
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Delaware
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XHR Boston Commonwealth LLC
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Delaware
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XHR Boston Commonwealth TRS LLC
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Delaware
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XHR Bottling Court, LLC
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Delaware
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XHR Carlsbad Land LLC
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Delaware
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XHR Carlsbad LLC
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Delaware
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XHR Carlsbad TRS LLC
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Delaware
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XHR Charleston Meeting LLC
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Delaware
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XHR Charleston Meeting TRS LLC
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Delaware
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XHR Denver Curtis LLC
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Delaware
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XHR Denver Curtis TRS LLC
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Delaware
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XHR GP, Inc.
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Delaware
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XHR Holding, Inc.
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Delaware
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XHR LP
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Delaware
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XHR Management, LLC
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Delaware
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XHR Mountain Brook LLC
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Delaware
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XHR Mountain Brook TRS LLC
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Delaware
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XHR Orlando Cypress LLC
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Delaware
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XHR Orlando Cypress TRS LLC
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Delaware
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XHR Payment Manager, L.L.C.
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Delaware
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XHR Philadelphia 17 LLC
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Delaware
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XHR Philadelphia 17 TRS LLC
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Delaware
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XHR Phoenix Palms LLC
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Delaware
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XHR Phoenix Palms TRS LLC
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Delaware
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XHR Pittsburgh Market LLC
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Delaware
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XHR Pittsburgh Market TRS LLC
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Delaware
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XHR Portland LLC
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Delaware
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XHR Portland OCC LLC
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Delaware
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XHR Portland OCC TRS LLC
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Delaware
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XHR Portland TRS LLC
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Delaware
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XHR Santa Barbara LLC
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Delaware
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XHR Santa Barbara TRS LLC
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Delaware
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XHR Scottsdale Ranch LLC
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Delaware
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XHR Scottsdale Ranch TRS LLC
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Delaware
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1.
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I have reviewed this Annual Report on Form 10-K of Xenia Hotels & Resorts, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(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:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(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):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ MARCEL VERBAAS
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Marcel Verbaas
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Xenia Hotels & Resorts, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(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:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(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):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ATISH SHAH
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Atish Shah
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Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of XHR.
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/s/ MARCEL VERBAAS
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Marcel Verbaas
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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/s/ ATISH SHAH
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Atish Shah
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Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
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