Table of Contents

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 20172018

 

OR

 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                to               

 

Commission file number 001-32319

 


 

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 


 

 

 

 

Maryland

 

20-1296886

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification Number)

 

 

 

120 Vantis, Suite 350200 Spectrum Center Drive, 21st Floor
Aliso Viejo,Irvine, California

 

9265692618

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 330-4000

 

120 Vantis, Suite 350
Aliso Viejo, California 92656

(Former Name, Former Address and Former Fiscal Year, if changed since last report)


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer ☒

 

Accelerated filer ☐

 

 

 

Non-accelerated filer ☐

 

Smaller reporting company ☐

(Do not check if a smaller reporting company)

 

 

 

Emerging growth company  ◻

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

225,321,660228,247,062 shares of Common Stock, $0.01 par value, as of October 31, 2017November 1, 2018

 

 


 

Table of Contents

 

SUNSTONE HOTEL INVESTORS, INC.

QUARTERLY REPORT ON

FORM 10-Q

 

For the Quarterly Period Ended September 30, 20172018

 

TABLE OF CONTENTS

 

 

 

 

 

 

Page

PART I—FINANCIAL INFORMATION 

 

 

 

Item 1. 

Financial Statements

2

 

 

 

 

Consolidated Balance Sheets as of September 30, 20172018 (unaudited) and December 31, 20162017

2

 

 

 

 

Unaudited Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 20172018 and 20162017

3

 

 

 

 

Unaudited Consolidated Statement of Equity for the Nine Months Ended September 30, 20172018

4

 

 

 

 

Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 20172018 and 20162017

5

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

67

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2423

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

46

 

 

 

Item 4. 

Controls and Procedures

46

 

 

 

PART II—OTHER INFORMATION 

 

 

 

Item 1. 

Legal Proceedings

47

 

 

 

Item 1A. 

Risk Factors

47

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

47

 

 

 

Item 3. 

Defaults Upon Senior Securities

47

 

 

 

Item 4. 

Mine Safety Disclosures

47

 

 

 

Item 5. 

Other Information

47

 

 

 

Item 6. 

Exhibits

48

 

 

 

SIGNATURES 

49

 

 

 

i

 


 

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements

 

SUNSTONE HOTEL INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

    

2017

    

2016

    

2018

    

2017

 

(unaudited)

 

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

466,519

 

$

369,537

 

$

650,691

 

$

488,002

Restricted cash

 

 

71,546

 

 

67,923

 

 

68,794

 

 

71,309

Accounts receivable, net

 

 

44,838

 

 

39,337

 

 

44,330

 

 

34,219

Inventories

 

 

1,236

 

 

1,225

 

 

1,055

 

 

1,323

Prepaid expenses

 

 

10,518

 

 

10,489

 

 

11,790

 

 

10,464

Assets held for sale, net

 

 

 —

 

 

79,113

 

 

33,312

 

 

122,807

Total current assets

 

 

594,657

 

 

567,624

 

 

809,972

 

 

728,124

Investment in hotel properties, net

 

 

3,235,053

 

 

3,158,219

 

 

3,073,622

 

 

3,106,066

Deferred financing fees, net

 

 

1,566

 

 

4,002

Deferred financing costs, net

 

 

524

 

 

1,305

Other assets, net

 

 

23,221

 

 

9,389

 

 

34,495

 

 

22,317

Total assets

 

$

3,854,497

 

$

3,739,234

 

$

3,918,613

 

$

3,857,812

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

30,730

 

$

36,110

 

$

34,844

 

$

31,810

Accrued payroll and employee benefits

 

 

23,020

 

 

24,896

 

 

21,196

 

 

26,687

Dividends and distributions payable

 

 

14,474

 

 

119,847

 

 

14,620

 

 

133,894

Other current liabilities

 

 

47,601

 

 

39,869

 

 

47,390

 

 

44,502

Current portion of notes payable, net

 

 

9,161

 

 

184,929

 

 

5,913

 

 

5,477

Liabilities of assets held for sale

 

 

 —

 

 

3,153

 

 

3,459

 

 

189

Total current liabilities

 

 

124,986

 

 

408,804

 

 

127,422

 

 

242,559

Notes payable, less current portion, net

 

 

977,634

 

 

746,374

 

 

972,814

 

 

977,282

Capital lease obligations, less current portion

 

 

26,756

 

 

15,574

 

 

26,956

 

 

26,804

Other liabilities

 

 

29,774

 

 

36,650

 

 

30,981

 

 

28,989

Total liabilities

 

 

1,159,150

 

 

1,207,402

 

 

1,158,173

 

 

1,275,634

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 100,000,000 shares authorized:

 

 

 

 

 

 

 

 

 

 

 

 

6.95% Series E Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, stated at liquidation preference of $25.00 per share

 

 

115,000

 

 

115,000

6.45% Series F Cumulative Redeemable Preferred Stock, 3,000,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, stated at liquidation preference of $25.00 per share

 

 

75,000

 

 

75,000

Common stock, $0.01 par value, 500,000,000 shares authorized, 225,321,660 shares issued and outstanding at September 30, 2017 and 220,073,140 shares issued and outstanding at December 31, 2016

 

 

2,253

 

 

2,201

6.95% Series E Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at September 30, 2018 and December 31, 2017, stated at liquidation preference of $25.00 per share

 

 

115,000

 

 

115,000

6.45% Series F Cumulative Redeemable Preferred Stock, 3,000,000 shares issued and outstanding at September 30, 2018 and December 31, 2017, stated at liquidation preference of $25.00 per share

 

 

75,000

 

 

75,000

Common stock, $0.01 par value, 500,000,000 shares authorized, 228,247,062 shares issued and outstanding at September 30, 2018 and 225,321,660 shares issued and outstanding at December 31, 2017

 

 

2,282

 

 

2,253

Additional paid in capital

 

 

2,677,251

 

 

2,596,620

 

 

2,726,523

 

 

2,679,221

Retained earnings

 

 

912,881

 

 

786,901

 

 

1,106,391

 

 

932,277

Cumulative dividends and distributions

 

 

(1,136,119)

 

 

(1,092,952)

 

 

(1,313,741)

 

 

(1,270,013)

Total stockholders’ equity

 

 

2,646,266

 

 

2,482,770

 

 

2,711,455

 

 

2,533,738

Noncontrolling interest in consolidated joint venture

 

 

49,081

 

 

49,062

 

 

48,985

 

 

48,440

Total equity

 

 

2,695,347

 

 

2,531,832

 

 

2,760,440

 

 

2,582,178

Total liabilities and equity

 

$

3,854,497

 

$

3,739,234

 

$

3,918,613

 

$

3,857,812

 

See accompanying notes to consolidated financial statements.

2

 


 

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

    

2017

    

2016

   

2017

    

2016

    

2018

    

2017

    

2018

    

2017

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room

 

$

215,768

 

$

217,672

 

$

629,788

 

$

629,145

 

$

207,657

 

$

215,768

 

$

608,237

 

$

629,788

Food and beverage

 

 

68,821

 

 

68,899

 

 

222,943

 

 

221,431

 

 

63,911

 

 

68,821

 

 

217,469

 

 

222,943

Other operating

 

 

19,320

 

 

16,733

 

 

50,717

 

 

49,180

 

 

17,740

 

 

19,320

 

 

52,495

 

 

50,717

Total revenues

 

 

303,909

 

 

303,304

 

 

903,448

 

 

899,756

 

 

289,308

 

 

303,909

 

 

878,201

 

 

903,448

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room

 

 

54,433

 

 

54,624

 

 

160,282

 

 

160,185

 

 

53,928

 

 

54,433

 

 

159,923

 

 

160,282

Food and beverage

 

 

49,262

 

 

49,174

 

 

150,768

 

 

154,042

 

 

46,260

 

 

49,262

 

 

147,299

 

 

150,768

Other operating

 

 

4,256

 

 

4,328

 

 

12,120

 

 

12,516

 

 

4,190

 

 

4,256

 

 

12,488

 

 

12,120

Advertising and promotion

 

 

14,953

 

 

15,015

 

 

44,810

 

 

45,285

 

 

13,593

 

 

14,953

 

 

41,815

 

 

44,810

Repairs and maintenance

 

 

12,882

 

 

10,876

 

 

34,645

 

 

33,139

 

 

10,530

 

 

12,882

 

 

32,484

 

 

34,645

Utilities

 

 

8,331

 

 

8,252

 

 

22,844

 

 

23,114

 

 

8,084

 

 

8,331

 

 

22,533

 

 

22,844

Franchise costs

 

 

9,431

 

 

9,408

 

 

27,367

 

 

27,402

 

 

9,167

 

 

9,431

 

 

26,981

 

 

27,367

Property tax, ground lease and insurance

 

 

21,399

 

 

20,944

 

 

63,477

 

 

61,941

 

 

20,369

 

 

21,399

 

 

63,658

 

 

63,477

Other property-level expenses

 

 

34,511

 

 

35,003

 

 

105,015

 

 

107,698

 

 

31,580

 

 

34,511

 

 

101,005

 

 

105,015

Corporate overhead

 

 

7,233

 

 

6,392

 

 

21,585

 

 

19,918

 

 

7,360

 

 

7,233

 

 

22,056

 

 

21,585

Depreciation and amortization

 

 

39,719

 

 

40,442

 

 

120,051

 

 

121,169

 

 

36,159

 

 

39,719

 

 

110,181

 

 

120,051

Impairment loss

 

 

34,427

 

 

 —

 

 

34,427

 

 

 —

 

 

 —

 

 

34,427

 

 

1,394

 

 

34,427

Total operating expenses

 

 

290,837

 

 

254,458

 

 

797,391

 

 

766,409

 

 

241,220

 

 

290,837

 

 

741,817

 

 

797,391

Operating income

 

 

13,072

 

 

48,846

 

 

106,057

 

 

133,347

 

 

48,088

 

 

13,072

 

 

136,384

 

 

106,057

Interest and other income

 

 

1,027

 

 

283

 

 

2,597

 

 

1,127

 

 

2,592

 

 

1,027

 

 

7,049

 

 

2,597

Interest expense

 

 

(17,008)

 

 

(11,136)

 

 

(41,341)

 

 

(47,018)

 

 

(11,549)

 

 

(17,008)

 

 

(31,609)

 

 

(41,341)

Loss on extinguishment of debt

 

 

 —

 

 

 —

 

 

(4)

 

 

(259)

 

 

 —

 

 

 —

 

 

 —

 

 

(4)

Gain on sale of assets

 

 

 —

 

 

 —

 

 

45,474

 

 

18,223

 

 

53,128

 

 

 —

 

 

68,787

 

 

45,474

(Loss) income before income taxes and discontinued operations

 

 

(2,909)

 

 

37,993

 

 

112,783

 

 

105,420

Income tax benefit

 

 

12,991

 

 

1,434

 

 

12,541

 

 

959

Income (loss) before income taxes and discontinued operations

 

 

92,259

 

 

(2,909)

 

 

180,611

 

 

112,783

Income tax (provision) benefit, net

 

 

(673)

 

 

12,991

 

 

692

 

 

12,541

Income from continuing operations

 

 

10,082

 

 

39,427

 

 

125,324

 

 

106,379

 

 

91,586

 

 

10,082

 

 

181,303

 

 

125,324

Income from discontinued operations

 

 

7,000

 

 

 —

 

 

7,000

 

 

 —

 

 

 —

 

 

7,000

 

 

 —

 

 

7,000

NET INCOME

 

 

17,082

 

 

39,427

 

 

132,324

 

 

106,379

 

 

91,586

 

 

17,082

 

 

181,303

 

 

132,324

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,169)

 

 

(2,053)

 

 

(6,344)

 

 

(5,358)

 

 

(2,376)

 

 

(2,169)

 

 

(7,189)

 

 

(6,344)

Preferred stock dividends and redemption charge

 

 

(3,208)

 

 

(3,207)

 

 

(9,622)

 

 

(12,756)

Preferred stock dividends

 

 

(3,208)

 

 

(3,208)

 

 

(9,622)

 

 

(9,622)

INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

$

11,705

 

$

34,167

 

$

116,358

 

$

88,265

 

$

86,002

 

$

11,705

 

$

164,492

 

$

116,358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME

 

$

17,082

 

$

39,427

 

$

132,324

 

$

106,379

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

$

11,705

 

$

34,167

 

$

116,358

 

$

88,265

Basic and diluted per share amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders

 

$

0.02

 

$

0.16

 

$

0.49

 

$

0.41

 

$

0.38

 

$

0.02

 

$

0.73

 

$

0.49

Income from discontinued operations

 

 

0.03

 

 

 —

 

 

0.03

 

 

 —

 

 

 —

 

 

0.03

 

 

 —

 

 

0.03

Basic and diluted income attributable to common stockholders per common share

 

$

0.05

 

$

0.16

 

$

0.52

 

$

0.41

 

$

0.38

 

$

0.05

 

$

0.73

 

$

0.52

Basic and diluted weighted average common shares outstanding

 

 

224,142

 

 

215,413

 

 

221,140

 

 

214,565

 

 

227,068

 

 

224,142

 

 

225,538

 

 

221,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per common share

 

$

0.05

 

$

0.05

 

$

0.15

 

$

0.15

 

$

0.05

 

$

0.05

 

$

0.15

 

$

0.15

 

See accompanying notes to consolidated financial statements.

 

3

 


 

Table of Contents

 

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENT OF EQUITY

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

Series E

 

Series F

 

Common Stock

 

 

 

 

 

 

 

Cumulative

 

Interest in

 

 

 

 

Series E

 

Series F

 

Common Stock

 

 

 

 

 

 

 

Cumulative

 

Interest in

 

 

 

 

Number of

 

 

 

Number of

 

 

 

Number of

 

 

 

Additional

 

Retained

 

Dividends and

 

Consolidated

 

 

 

 

Number of

 

 

 

Number of

 

 

 

Number of

 

 

 

Additional

 

Retained

 

Dividends and

 

Consolidated

 

 

 

  

Shares

  

Amount

 

Shares

  

Amount

  

Shares

  

Amount

   

Paid in Capital

   

 Earnings

   

Distributions

   

  Joint Venture  

  

Total

    

Shares

    

Amount

 

Shares

    

Amount

    

Shares

    

Amount

    

Paid in Capital

    

 Earnings

    

Distributions

    

    Joint Venture   

    

Total Equity

Balance at December 31, 2016 (audited)

 

4,600,000

 

$

115,000

 

3,000,000

 

$

75,000

 

220,073,140

 

$

2,201

 

$

2,596,620

 

$

786,901

 

$

(1,092,952)

 

$

49,062

 

$

2,531,832

Balance at December 31, 2017 (audited)

 

4,600,000

 

$

115,000

 

3,000,000

 

$

75,000

 

225,321,660

 

$

2,253

 

$

2,679,221

 

$

932,277

 

$

(1,270,013)

 

$

48,440

 

$

2,582,178

Net proceeds from sale of common stock

 

 —

 

 

 —

 

 —

 

 

 —

 

4,876,855

 

 

48

 

 

77,884

 

 

 —

 

 

 —

 

 

 —

 

 

77,932

 

 —

 

 

 —

 

 ���

 

 

 —

 

2,590,854

 

 

26

 

 

44,315

 

 

 —

 

 

 —

 

 

 —

 

 

44,341

Deferred stock compensation, net

 

 —

 

 

 —

 

 —

 

 

 —

 

371,665

 

 

 4

 

 

2,747

 

 

 —

 

 

 —

 

 

 —

 

 

2,751

 

 —

 

 

 —

 

 —

 

 

 —

 

334,548

 

 

 3

 

 

2,987

 

 

 —

 

 

 —

 

 

 —

 

 

2,990

Common stock distributions and distributions payable at $0.15 per share year to date

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(33,545)

 

 

 —

 

 

(33,545)

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(34,106)

 

 

 —

 

 

(34,106)

Series E preferred stock dividends and dividends payable at $1.303125 per share year to date

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(5,994)

 

 

 —

 

 

(5,994)

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(5,994)

 

 

 —

 

 

(5,994)

Series F preferred stock dividends and dividends payable at $1.209375 per share year to date

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(3,628)

 

 

 —

 

 

(3,628)

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(3,628)

 

 

 —

 

 

(3,628)

Distributions to noncontrolling interest

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(6,325)

 

 

(6,325)

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(6,644)

 

 

(6,644)

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

125,980

 

 

 —

 

 

6,344

 

 

132,324

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

174,114

 

 

 —

 

 

7,189

 

 

181,303

Balance at September 30, 2017

 

4,600,000

 

$

115,000

 

3,000,000

 

$

75,000

 

225,321,660

 

$

2,253

 

$

2,677,251

 

$

912,881

 

$

(1,136,119)

 

$

49,081

 

$

2,695,347

Balance at September 30, 2018

 

4,600,000

 

$

115,000

 

3,000,000

 

$

75,000

 

228,247,062

 

$

2,282

 

$

2,726,523

 

$

1,106,391

 

$

(1,313,741)

 

$

48,985

 

$

2,760,440

 

 

See accompanying notes to consolidated financial statements.

 

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SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

Nine Months Ended September 30,

    

2017

    

2016

    

2018

    

2017

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

132,324

 

$

106,379

 

$

181,303

 

$

132,324

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Bad debt expense

 

 

503

 

 

493

 

 

682

 

 

503

Gain on sale of assets, net

 

 

(52,736)

 

 

(18,226)

 

 

(68,740)

 

 

(52,736)

Loss on extinguishment of debt

 

 

 4

 

 

259

 

 

 —

 

 

 4

Noncash interest on derivatives and capital lease obligations, net

 

 

4,883

 

 

7,810

 

 

(4,995)

 

 

4,883

Depreciation

 

 

118,069

 

 

118,764

 

 

108,744

 

 

118,069

Amortization of franchise fees and other intangibles

 

 

2,386

 

 

2,936

 

 

1,468

 

 

2,386

Amortization of deferred financing fees

 

 

1,734

 

 

1,648

Amortization of deferred financing costs

 

 

2,240

 

 

1,734

Amortization of deferred stock compensation

 

 

6,188

 

 

5,616

 

 

6,938

 

 

6,188

Impairment loss

 

 

34,427

 

 

 —

 

 

1,394

 

 

34,427

Hurricane-related loss

 

 

201

 

 

 —

Deferred income taxes

 

 

(13,628)

 

 

 —

(Gain) loss on hurricane-related damage

 

 

(1,100)

 

 

201

Deferred income taxes, net

 

 

(1,100)

 

 

(13,628)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

3,873

 

 

17,846

Accounts receivable

 

 

(5,541)

 

 

(14,747)

 

 

(10,450)

 

 

(5,541)

Inventories

 

 

71

 

 

26

 

 

73

 

 

71

Prepaid expenses and other assets

 

 

(13)

 

 

(72)

 

 

750

 

 

(13)

Accounts payable and other liabilities

 

 

4,387

 

 

3,002

 

 

6,928

 

 

4,387

Accrued payroll and employee benefits

 

 

(2,883)

 

 

(3,215)

 

 

(4,599)

 

 

(2,883)

Net cash provided by operating activities

 

 

234,249

 

 

228,519

 

 

219,536

 

 

230,376

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of assets

 

 

150,171

 

 

41,202

 

 

231,083

 

 

150,171

Restricted cash — replacement reserve

 

 

(7,496)

 

 

(8,914)

Acquisition of hotel property and other assets

 

 

(173,917)

 

 

(2,447)

Renovations and additions to hotel properties

 

 

(81,470)

 

 

(139,846)

Disposition deposit

 

 

3,000

 

 

 —

Proceeds from property insurance

 

 

1,100

 

 

 —

Acquisitions of hotel property and other assets

 

 

(15,147)

 

 

(173,917)

Acquisitions of intangible assets

 

 

(18,516)

 

 

 —

Renovations and additions to hotel properties and other assets

 

 

(125,854)

 

 

(81,470)

Payment for interest rate derivative

 

 

(19)

 

 

 —

 

 

 —

 

 

(19)

Net cash used in investing activities

 

 

(112,731)

 

 

(110,005)

Net cash provided by (used in) investing activities

 

 

75,666

 

 

(105,235)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from preferred stock offerings

 

 

 —

 

 

190,000

Payment of preferred stock offering costs

 

 

 —

 

 

(6,640)

Redemption of preferred stock

 

 

 —

 

 

(115,000)

Proceeds from common stock offerings

 

 

79,407

 

 

 —

 

 

45,125

 

 

79,407

Payment of common stock offering costs

 

 

(1,475)

 

 

 —

 

 

(784)

 

 

(1,475)

Repurchase of common stock for employee withholding obligations

 

 

(3,793)

 

 

(2,641)

 

 

(4,232)

 

 

(3,793)

Proceeds from notes payable

 

 

240,000

 

 

100,000

 

 

 —

 

 

240,000

Payments on notes payable

 

 

(183,796)

 

 

(196,504)

 

 

(5,486)

 

 

(183,797)

Payments of costs related to extinguishment of notes payable

 

 

(1)

 

 

(153)

Payments of deferred financing costs

 

 

(13)

 

 

(85)

 

 

(5)

 

 

(13)

Dividends and distributions paid

 

 

(148,540)

 

 

(213,453)

 

 

(163,002)

 

 

(148,540)

Distributions to noncontrolling interest

 

 

(6,325)

 

 

(5,988)

 

 

(6,644)

 

 

(6,325)

Net cash used in financing activities

 

 

(24,536)

 

 

(250,464)

 

 

(135,028)

 

 

(24,536)

Net increase (decrease) in cash and cash equivalents

 

 

96,982

 

 

(131,950)

Cash and cash equivalents, beginning of period

 

 

369,537

 

 

499,067

Cash and cash equivalents, end of period

 

$

466,519

 

$

367,117

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for interest

 

$

32,587

 

$

37,545

Cash paid for income taxes, net

 

$

864

 

$

1,103

NONCASH INVESTING ACTIVITY

 

 

 

 

 

 

Increase (decrease) in accounts payable related to renovations and additions to hotel properties and other assets

 

$

(5,891)

 

$

7,165

Amortization of deferred stock compensation — construction activities

 

$

356

 

$

450

NONCASH FINANCING ACTIVITY

 

 

 

 

 

 

Preferred stock redemption charge

 

$

 —

 

$

4,052

Issuance of common stock distributions

 

$

 —

 

$

78,823

Dividends and distributions payable

 

$

14,474

 

$

14,033

Net increase in cash and cash equivalents and restricted cash

 

 

160,174

 

 

100,605

Cash and cash equivalents and restricted cash, beginning of period

 

 

559,311

 

 

437,460

Cash and cash equivalents and restricted cash, end of period

 

$

719,485

 

$

538,065

See accompanying notes to consolidated financial statements.

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Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Supplemental Disclosure of Cash Flow Information

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the amount shown in the consolidated statements of cash flows:

 

 

 

 

 

 

 

 

 

September 30,

 

 

2018

 

2017

Cash and cash equivalents

 

$

650,691

 

$

466,519

Restricted cash

 

 

68,794

 

 

71,546

Total cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows

 

$

719,485

 

$

538,065

The Company paid the following amounts for interest and income taxes, during the nine months ended September 30, 2018 and 2017:

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

2018

 

2017

Cash paid for interest

 

$

36,396

 

$

32,587

Cash paid for income taxes

 

$

571

 

$

864

Supplemental Disclosure of Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities during the nine months ended September 30, 2018 and 2017 consisted of the following:

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

2018

 

2017

Increase (decrease) in accounts payable related to renovations and additions to hotel properties and other assets

 

$

592

 

$

(5,891)

Amortization of deferred stock compensation — construction activities

 

$

284

 

$

356

Dividends and distributions payable

 

$

14,620

 

$

14,474

See accompanying notes to consolidated financial statements.

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Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Organization and Description of Business

 

Sunstone Hotel Investors, Inc. (the “Company”) was incorporated in Maryland on June 28, 2004 in anticipation of an initial public offering of common stock, which was consummated on October 26, 2004. The Company, through its 100% controlling interest in Sunstone Hotel Partnership, LLC (the “Operating Partnership”), of which the Company is the sole managing member, and the subsidiaries of the Operating Partnership, including Sunstone Hotel TRS Lessee, Inc. (the “TRS Lessee”) and its subsidiaries, is currently engaged in acquiring, owning, asset managing and renovating hotel properties. The Company may also sell certain hotel properties from time to time. The Company operates as a real estate investment trust (“REIT”) for federal income tax purposes.

 

As a REIT, certain tax laws limit the amount of “non-qualifying” income the Company can earn, including income derived directly from the operation of hotels. The Company leases all of its hotels to its TRS Lessee, which in turn enters into long-term management agreements with third parties to manage the operations of the Company’s hotels, in transactions that are intended to generate qualifying income. As of September 30, 2017,2018, the Company had interests in 2724 hotels (the “27“24 hotels”), and thetwo of which were considered held for sale, leaving 22 hotels currently held for investment (the “22 hotels”). The Company’s third-party managers included the following:

 

 

 

 

 

 

 

 

 

 

    

Number of Hotels

 

Subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”)

 

 9

 

Interstate Hotels & Resorts, Inc.

 

 4

(1)

Highgate Hotels L.P. and an affiliate

 

 3

 

Crestline Hotels & Resorts

 

 2

 

Hilton Worldwide

 

 2

 

Davidson Hotels & Resorts

 

 1

 

HEI Hotels & Resorts

 

 1

 

Hyatt Corporation

 

 1

 

Singh Hospitality, LLC

 

 1

 

 

 

 

 

Total hotels owned as of September 30, 2018

 

24

 

(1)

Number of Hotels

Subsidiaries ofThe Hilton North Houston and the Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”Houston (the “Houston hotels”)

11

Interstate Hotels & Resorts, Inc.

 4

Highgate Hotels L.P. and an affiliate

 3

Crestline Hotels & Resorts

 2

Hilton Worldwide

 2

Hyatt Corporation

 2

Davidson Hotels & Resorts

 1

HEI Hotels & Resorts

 1

Singh Hospitality, LLC

 1

Total hotels, both located in Texas, were considered held for investment

27sale as of September 30, 2018, and subsequently sold on October 17, 2018.

 

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements as of September 30, 20172018 and December 31, 2016,2017, and for the three and nine months ended September 30, 20172018 and 2016,2017, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their controlled subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity, within the meaning of the Consolidation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Based on its review, the Company determined that all of its subsidiaries were properly consolidated as of September 30, 2017 and December 31, 2016, and for the three and nine months ended September 30, 2017 and 2016.

 

Noncontrolling interest at both September 30, 2017 and December 31, 2016 represents the outside 25.0% equity interest in the Hilton San Diego Bayfront, which the Company includes in its financial statements on a consolidated basis.

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission. In the Company’s opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. These financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2017, filed with the Securities and Exchange Commission on February 23, 2017.14, 2018.  Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

 

The Company does not have any comprehensive income other than what is included in net income. If the Company has any comprehensive income in the future such that a statement of comprehensive income would be necessary, the Company will include such statement in one continuous consolidated statement of operations.

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The Company has evaluated subsequent events through the date of issuance of these financial statements.

 

6


Table of Contents

Use of Estimates

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

 

Earnings Per Share

 

The Company applies the two-class method when computing its earnings per share. As required by the Earnings Per Share Topic of the FASB ASC, the netNet income per share for each class of stock (common stock and convertible preferred stock) is calculated assuming all of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights. To the extent the Company has undistributed earnings in any calendar quarter, the Company will follow the two-class method of computing earnings per share.

 

The Company follows the requirements of the Earnings Per Share Topic of the FASB ASC. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities and shall beare included in the computation of earnings per share pursuant to the two-class method.share.

 

In accordance with the Earnings Per Share Topic of the FASB ASC, basicBasic earnings (loss) attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of unvested restricted stock awards and the incremental common shares issuable upon the exercise of stock options (before their expiration in April 2018), using the more dilutive of either the two-class method or the treasury stock method.

 

The following table sets forth the computation of basic and diluted earnings per common share (in(unaudited and in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

    

September 30, 2017

    

September 30, 2016

    

September 30, 2017

    

September 30, 2016

    

2018

    

2017

    

2018

    

2017

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

17,082

 

$

39,427

 

$

132,324

 

$

106,379

 

$

91,586

 

$

17,082

 

$

181,303

 

$

132,324

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,169)

 

 

(2,053)

 

 

(6,344)

 

 

(5,358)

 

 

(2,376)

 

 

(2,169)

 

 

(7,189)

 

 

(6,344)

Preferred stock dividends and redemption charge

 

 

(3,208)

 

 

(3,207)

 

 

(9,622)

 

 

(12,756)

Preferred stock dividends

 

 

(3,208)

 

 

(3,208)

 

 

(9,622)

 

 

(9,622)

Distributions paid on unvested restricted stock compensation

 

 

(59)

 

 

(55)

 

 

(179)

 

 

(173)

 

 

(59)

 

 

(59)

 

 

(177)

 

 

(179)

Undistributed income allocated to unvested restricted stock compensation

 

 

(2)

 

 

(123)

 

 

(440)

 

 

(293)

 

 

(385)

 

 

(2)

 

 

(689)

 

 

(440)

Numerator for basic and diluted income attributable to common stockholders

 

$

11,644

 

$

33,989

 

$

115,739

 

$

87,799

 

$

85,558

 

$

11,644

 

$

163,626

 

$

115,739

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average basic and diluted common shares outstanding

 

 

224,142

 

 

215,413

 

 

221,140

 

 

214,565

 

 

227,068

 

 

224,142

 

 

225,538

 

 

221,140

Basic and diluted income attributable to common stockholders per common share

 

$

0.05

 

$

0.16

 

$

0.52

 

$

0.41

 

$

0.38

 

$

0.05

 

$

 0.73

 

$

0.52

 

The Company’s unvested restricted shares associated with its long-term incentive plan and shares associated with common stock options, as applicable, have been excluded from the above calculation of earnings per share for the three and nine months ended September 30, 20172018 and 2016,2017, as their inclusion would have been anti-dilutive.

 

New Accounting Standards and Accounting Changes

 

In May 2014, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU No. 2014-09”). The core principle of ASU No. 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an

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exchange for those goods or services. To achieve that core principle, an entity will need to applyapplies a five-step model: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 was originally to be effective during the first quarter of 2017; however, the FASB issued a one-year deferral so that it now becomes effective during the first quarter of 2018. ASU No. 2014-09 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date.

 

In March 2016, the FASB clarified the principal versus agent guidance in ASU No. 2014-09 with its issuance of Accounting Standards Update No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU No. 2016-08”). In particular, ASU No. 2016-08 clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions by explaining what a principal controls before the specified good or service is transferred to the customer. In addition, ASU No. 2016-08 reframes the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. ASU No. 2016-08 will become effective, along with ASU No. 2014-09, during the first quarter of 2018. Similar to ASU No. 2014-09, ASU No. 2016-08 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date.

 

In May 2016, the FASB amended ASU No. 2014-09’s guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes with its issuance of Accounting Standards Update No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU No. 2016-12”). The amendments clarify that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. This clarification is important because entities that use the modified retrospective transition approach need to apply the standard only to contracts that are not complete as of the date of initial application, and entities that use the full retrospective approach may apply certain practical expedients to completed contracts. In addition, ASU No. 2016-12 clarifies that an entity should consider the probability of collecting substantially all of the consideration to which it will be entitled in exchange for goods and services expected to be transferred to the customer rather than the total amount promised for all the goods or services in the contract. ASU No. 2016-12 also clarifies that an entity may consider its ability to manage its exposure to credit risk as part of the collectability assessment, as well as that the fair value of noncash consideration should be measured at contract inception when determining the transaction price. Finally, ASU No. 2016-12 allows an entity to make an accounting policy election to exclude from the transaction price certain types of taxes collected from a customer if it discloses that policy. ASU No. 2016-12 will become effective, along with ASU No. 2014-09, during the first quarter of 2018. Similar to ASU No. 2014-09, ASU No. 2016-12 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date.

 

The Company is in the process of evaluating the impact thatadopted ASU No. 2014-09, along with the related clarifications and amendments in ASU No. 2016-08 and ASU No. 2016-12, will have on its recognitionin January 2018, using the modified retrospective approach to contracts that were not complete as of January 1, 2018. Due to the short-term nature of the Company’s revenue included in its consolidated financial statements. While the Company is still evaluating the impact that the ASUs will have on accounting for the gain recognized upon the sale of a hotel, there is a possibility thatstreams, the adoption of ASU No. 2014-09 will affectdid not have a material impact on the amount and timing of any gain recognition revenue recognized from rooms, food and beverage and other ancillary hotel services. In addition, the Company determined that presenting its revenue streams disaggregated into the categories of rooms, food and beverage, and other on its consolidated statements of operations depicts how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors, and that no further disaggregation is needed. See Revenue Recognition in the consolidated financial statements. For example, under current guidance, a gain on the sale of hotel properties with contingencies and some future involvement is deferred until all contingencies have been removed. Under the new guidance, however, the entire gain on sale may be recognized upon the close of escrow. The Company expects to adopt the new ASUs under the modified retrospective approach.Note 2 for additional disclosures.

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU No. 2016-02”), which will require lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. TheA lessee will be required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similarly to existing guidance for operating leases today. ASU No. 2016-02 also eliminates today’sexisting real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. All entities will classify leases to determine how to recognize lease-related revenue and expense. Classification will continue to affect amounts that lessors record on the balance sheet. ASU No. 2016-02 will become effective during the first quarter of 2019, and will requireinitially required a modified retrospective approach for leases that exist or are entered into after the beginningdate of initial application, with an option to use certain transition relief.

In January 2018, the FASB issued Accounting Standards Update No. 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” (“ASU No. 2018-01”), which allows a company to elect a practical expedient regarding land easements. By electing this practical expedient, the Company will not be required to reassess whether a land easement not previously accounted for as a lease would now be a lease.

In July 2018, the FASB issued Accounting Standards Update No. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU No. 2018-10”) and Accounting Standards Update No. 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU No. 2018-11”), both of which provide practical expedients that the Company intends to adopt. By adopting these practical expedients, the Company will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. In addition, the Company intends to adopt the lessor practical expedient provided by ASU No. 2018-11 whereby lessors, by class of underlying asset, will not be required to separate nonlease components from the associated lease component, if certain conditions are met. The Company does not intend to elect the hindsight practical expedient.  ASU No. 2018-11 also adds a transition option to the new leases standard that allows entities to apply the transition provisions of the new standard at its adoption date instead of the earliest comparative period presented in theits financial statements. The Company is creating an inventory of its leases and is analyzing its current ground lease obligations. The Company is currently evaluating the impact that ASU No. 2016-02, as well

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as the FASB’s transition option, will have on its consolidated financial statements, and, other than the inclusion of operating leases on the Company’s balance sheet, such effects have not yet been determined.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU No. 2016-13”), which will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. In addition, entities will have to disclose significantly more information, including information they use to track credit quality by year of origination for most financing receivables. ASU No. 2016-13 will

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become effective during the first quarter of 2020. ASU No. 2016-13 will require a modified retrospective approach, with early adoption permitted during the first quarter of 2019. The Company does not believe that the adoption of ASU No. 2016-13 will have a material impact on its consolidated financial statements.

In September 2016, the FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (“ASU No. 2016-15”), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 addresses certain issues where diversity in practice was identified. It amends existing guidance, which is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. In addition, ASU No. 2016-15 clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU No. 2016-15 will become effective during the first quarter of 2018, and will generally require a retrospective approach. Early adoption is permitted. The Company does not believe that the adoption of ASU No. 2016-15 will have a material effect on its consolidated financial statements.

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)” (“ASU No. 2016-18”), which will requirerequires entities to show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related caption in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements.The Company adopted ASU No. 2016-18 will become effective in the first quarter of 2018, and will requireJanuary 2018. As a retrospective approach. Early adoption in an interim period is permitted, but any adjustments must be reflected as of the beginning of the fiscal year that includes the interim period. Upon adoption of this standard,result, amounts included in restricted cash on the Company’s consolidated balance sheets will besheet are included with cash and cash equivalents on itsthe consolidated statement of cash flows. A reconciliation of the totals in the statement of cash flows to the related caption in the balance sheet has been added as a supplemental disclosure to the Company’s consolidated statements of cash flows. These amounts totaled $71.5 million and $67.9 million at September 30, 2017 and December 31, 2016, respectively. The adoption of this standard willdid not change the Company’s balance sheet presentation.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU No. 2017-01”), which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set of transferred assets and activities is not a business. If it is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The Company adopted ASU No. 2017-01 will become effective in the first quarter of 2018, and the guidance is to be applied prospectively. Early adoption is permitted. Once adopted, theJanuary 2018. The Company will be required to analyze future hotel acquisitions and sales to determine if the transaction qualifies as the purchase or disposition of a business or an asset. Transaction costs associated with asset acquisitions will be capitalized, while the same costs associated with a business combination will continue to be expensed as incurred. In addition, asset acquisitions will not be subject to a measurement period, as are business combinations. Depending on the Company’s conclusion, ASU No. 2017-01 may have an effect on its consolidated financial statements.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU No. 2017-04”), which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard does not change the guidance on completing Step 1 of the goodwill impairment test. An entity will still be able to perform today’s optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. ASU No. 2017-04 will become effective in the first quarter of 2019, with early adoption permitted, and the guidance is to be applied prospectively. Early adoption is permitted. The Company does not believe that the adoption ofelected to early adopt ASU No. 2017-04 will have ain January 2018, with no material impact on its consolidated financial statements.

 

In May 2017, the FASB issued Accounting Standards Update No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU No. 2017-09”), which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications, but it does not change the accounting for modifications. Under ASU No. 2017-09, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: the award’s fair value (or calculated or intrinsic value, if those measurement methods are used); the award’s vesting conditions; and the award’s classification as an equity or liability instrument. The Company adopted ASU No. 2017-09 in January 2018 with no impact to its consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements in addition to a narrative description of the uncertainty of significant Level 3 fair value measurements as of the reporting date. ASU No. 2018-13 will become effective in the first quarter of 2018,2020, with early adoption permitted.permitted of either the entire standard or only the provisions that eliminate or modify the requirements. The guidance on changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty is applied prospectively. All other amendments should be applied retrospectively. The Company does not believe that the adoption ofadopted ASU No. 2017-09 will have an2018-13 in its entirety in September 2018 with no impact onto its consolidated financial statements unless it changes the terms or conditions of its grants in the future.statements.

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Noncontrolling Interest

 

The Company’s consolidated financial statements include an entity in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such noncontrolling interest is reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, and comprehensive income, revenues, expenses and net income or loss from the less-than-wholly owned subsidiary isare reported at thetheir consolidated amount,amounts, including both the amounts attributable to the Company and the noncontrolling interest. Income or loss is allocated to the noncontrolling interest based on its weighted average ownership percentage for the applicable period. The consolidated statement of equity includes beginning balances, activity for the period and ending balances for each component of stockholders’ equity, noncontrolling interest and total equity.

 

At both September 30, 20172018 and December 31, 2016,2017, the noncontrolling interest reported in the Company’s financial statements included theconsisted of a third-party’s 25.0% outside ownership interest in the Hilton San Diego Bayfront.

 

Property and Equipment

 

The Company follows the requirements of the Property, Plant and Equipment Topic of the FASB ASC, which requires impairmentImpairment losses to beare recorded on long-lived assets to be held and used by the Company when indicators of impairment are present and the future undiscounted net cash flows expected to be generated by those assets, based on the Company’s expected investment horizon, are less than the assets’ carrying amount. If such assets are considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment is recognized. The impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. In computing fair value, the Company uses a discounted cash flow analysis to estimate the fair value of its hotel properties, taking into account each property’s expected cash flow from operations, the Company’s estimate of how long it will continue to own each property and estimated proceeds from the disposition of the property. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and terminal capitalization rate.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to hotel guests, which is generally defined as the date upon which a guest occupies a room and/or utilizes the hotel’s services. Room revenue is recognized over a guest’s stay at a previously agreed upon daily rate. Additionally, some of the Company’s hotel rooms are booked through independent internet travel intermediaries. If the guest pays the independent internet travel intermediary directly, revenue for the room is booked by the Company at the price the Company sold the room to the independent internet travel intermediary, less any discount or commission paid. If the guest pays the Company directly, revenue for the room is booked by the Company on a gross basis. A majority of the Company’s hotels participate in frequent guest programs sponsored by the hotel brand owners whereby the hotel allows guests to earn loyalty points during their hotel stay. The Company expenses charges associated with these programs as incurred, and recognizes revenue at the amount it will receive from the brand when a guest redeems their loyalty points by staying at one of the Company’s hotels. In addition, some contracts for rooms or food and beverage services require an advance deposit, which the Company records as deferred revenue (or a contract liability) and recognizes once the performance obligations are satisfied.

Food and beverage revenue and other ancillary services revenue are generated when a customer chooses to purchase goods or services separately from a hotel room. These revenue streams are recognized during the time the goods or services are provided to the customer at the amount the Company expects to be entitled to in exchange for those goods or services. For those ancillary services provided by third parties, the Company assesses whether it is the principal or the agent. If the Company is the principal, revenue is recognized based upon the gross sales price. If the Company is the agent, revenue is recognized based upon the commission earned from the third party.

Additionally, the Company collects sales, use, occupancy and other similar taxes at its hotels, which the Company presents on a net basis (excluded from revenues) in its consolidated statements of operations.

Trade receivables and contract liabilities consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2018

 

2017

 

 

(unaudited)

 

 

 

Trade receivables, net (1)

 

$

20,445

 

$

20,773

Contract liabilities (2)

 

$

18,700

 

$

13,454

(1)

Trade receivables are included in accounts receivable, net on the accompanying consolidated balance sheets.

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(2)

Contract liabilities consist of advance deposits, and are included in other current liabilities on the accompanying consolidated balance sheets. Of the amount outstanding at December 31, 2017, approximately $1.0 million and $12.5 million was recognized in revenue during the three and nine months ended September 30, 2018, respectively.

 

Segment Reporting

 

The Company considers each of its hotels to be an operating segment, none of which meets the threshold for a separate reportable segment in accordance with the Segment Reporting  Topic of the FASB ASC.segment. Currently, the Company operates in one reportable segment, hotel ownership.

 

3. Investment in Hotel Properties

 

Investment in hotel properties, net consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

    

2017

    

2016

    

2018

    

2017

 

(unaudited)

 

 

 

 

(unaudited)

 

 

 

Land

 

$

623,493

 

$

531,660

 

$

615,641

 

$

605,054

Buildings and improvements

 

 

3,195,726

 

 

3,135,806

 

 

3,013,659

 

 

3,049,569

Furniture, fixtures and equipment

 

 

502,775

 

 

512,372

 

 

489,153

 

 

484,749

Intangible assets

 

 

48,560

 

 

49,015

 

 

55,994

 

 

48,371

Franchise fees

 

 

980

 

 

1,021

 

 

778

 

 

980

Construction in process

 

 

39,481

 

 

65,449

Construction in progress

 

 

76,041

 

 

54,280

Investment in hotel properties, gross

 

 

4,411,015

 

 

4,295,323

 

 

4,251,266

 

 

4,243,003

Accumulated depreciation and amortization

 

 

(1,175,962)

 

 

(1,137,104)

 

 

(1,177,644)

 

 

(1,136,937)

Investment in hotel properties, net

 

$

3,235,053

 

$

3,158,219

 

$

3,073,622

 

$

3,106,066

In May 2018, the Company paid $18.4 million, including closing costs, to acquire the exclusive perpetual rights to use portions of the Renaissance Washington DC building that the Company had previously leased from an unaffiliated third party (the “Element”).

In May 2018 and August 2018, the Company paid a total of $0.1 million, including closing costs, to acquire three additional dry boat slips at the Oceans Edge Resort & Marina. Both the dry boat slips and the Element have indefinite useful lives, and, therefore, are not amortized. These non-amortizable intangible assets will be reviewed annually for impairment and more frequently if events or circumstances indicate that the assets may be impaired.

 

In July 2017,2018, the Company purchased the newly-developed 175-room Oceans Edge Hotel & Marina in Key West, Floridaland underlying the JW Marriott New Orleans for a net purchase price of $173.9$15.1 million, including prorations. Theclosing costs. Prior to this purchase, of the hotel included a marina, wet and dry boat slips and other customary marina amenities. The Company recordedleased the acquisition at fair value usingland from an independent third-party analysis, with the purchase price allocated to investment in hotel properties and hotel working capital assets. The Company recognized acquisition related costs of $0.4 million and $0.7 million for the three and nine months ended September 30, 2017, respectively, which are included in corporate overhead on the Company’s consolidated statements of operations and comprehensive income. The results of operations for the Oceans Edge Hotel & Marina have been included in the Company’s consolidated statements of operations and comprehensive income from the acquisition date of July 25, 2017 through theunaffiliated third quarter ended September 30, 2017.party.

 

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The fair values of the assets acquired and liabilities assumed at the Oceans Edge Hotel & Marina’s acquisition date were allocated as follows (in thousands):

 

 

 

 

Assets:

 

 

 

Investment in hotel properties

 

$

174,971

Accounts receivable

 

 

15

Inventories

 

 

50

Prepaid expenses

 

 

41

Other assets

 

 

84

Total assets acquired

 

 

175,161

 

 

 

 

Liabilities:

 

 

 

Accounts payable and accrued expenses

 

 

210

Accrued payroll and employee benefits

 

 

256

Other current liabilities

 

 

752

Other liabilities

 

 

26

Total liabilities assumed

 

 

1,244

 

 

 

 

Total cash paid for acquisition

 

$

173,917

Investment in hotel properties was allocated to land ($92.5 million), buildings and improvements ($74.4 million), furniture, fixtures and equipment ($6.4 million), and intangibles ($1.7 million) related to air rights and in-place lease agreements. The air rights have a value of $1.6 million and an indefinite life. The in-place lease agreements, which are related to the wet and dry boat slips, have a value of $0.1 million and a weighted average life of nine months.

Acquired properties are included in the Company’s results of operations from the date of acquisition. The following unaudited pro forma results of operations reflect the Company’s results as if the acquisition of the Oceans Edge Hotel & Marina had occurred on January 1, 2017. The information is not necessarily indicative of the results that actually would have occurred, nor does it indicate future operating results. Since the newly-developed hotel opened mid-January 2017, the year-to-date results are slightly less than a full nine months, and there are no prior year results. In the Company’s opinion, all significant adjustments necessary to reflect the effects of the acquisition have been made (in thousands, except per share data):

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

    

September 30, 2017

    

September 30, 2017

 

 

(unaudited)

 

(unaudited)

Revenues

 

$

305,052

 

$

912,697

Income attributable to common stockholders

 

$

12,083

 

$

117,751

Income per diluted share attributable to common stockholders

 

$

0.02

 

$

0.50

For both the three and nine months ended September 30, 2017, the Company has included $1.8 million of revenue and a net loss of $1.2 million, which includes $0.7 million in hurricane-related restoration expenses, in its consolidated statements of operations and comprehensive income related to the Company’s acquisition of the Oceans Edge Hotel & Marina.

During the third quarter of 2017, four of the Company’s 27 hotels were impacted to varying degrees by Hurricanes Harvey and Irma: the Hilton North Houston; the Marriott Houston; the Oceans Edge Hotel & Marina; and the Renaissance Orlando at SeaWorld®. For more information regarding the impact of the hurricanes on the Company’s hotels, please see the Hurricanes Harvey and Irma discussion in Note 11.

In the aftermath of Hurricane Harvey, combined with continued operational declines due to weakness in the Houston market, and in accordance with the Property, Plant and Equipment Topic of the FASB ASC, the Company identified indicators of impairment and reviewed its Houston hotels for possible impairment. During the third quarter of 2017, the Company recorded a total impairment charge of $34.4 million, including $27.1 million for the Hilton North Houston and $7.3 million for the Marriott Houston, which is included in impairment loss on the Company’s consolidated statements of operations for both the three and nine months ended September 30, 2017 (see Note 5). No impairment was necessary for either the three or nine months ended September 30, 2016.

 

 

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4. Disposals and Discontinued Operations

 

DisposalsHeld for Sale

 

In June 2017,The Company classified the CompanyHouston hotels as held for sale at September 30, 2018, and subsequently sold the 199-room Marriott Park City locatedhotels in Park City, Utah for net proceeds of $27.0 million. The Company recognized a net gain on the sale of $1.2 million.October 2018 (see Note 12). The sale did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets, andmarkets; therefore, the sale of the hotel did not qualify as a discontinued operation. The Company classified the assets and liabilities of the Houston hotels as held for sale at September 30, 2018 as follows (in thousands):

 

 

 

 

 

 

September 30,

 

 

2018

Accounts receivable

 

$

1,013

Inventories

 

 

149

Prepaid expenses

 

 

139

Investment in hotel properties, net

 

 

31,957

Other assets

 

 

54

Assets held for sale, net

 

$

33,312

 

 

 

 

Accounts payable and accrued expenses

 

$

628

Accrued payroll and employee benefits

 

 

892

Other current liabilities

 

 

1,920

Other liabilities

 

 

19

Liabilities of assets held for sale

 

$

3,459

Disposals

 

In February 2017,July 2018, the Company sold the 444-room Fairmont Newport Beach located inHyatt Regency Newport Beach, California, for net proceeds of $122.8$94.0 million, and recognized a net gain on the sale of $53.1 million. In January 2018, the Company sold the Marriott Philadelphia and the Marriott Quincy, located in Pennsylvania and Massachusetts, respectively, for net proceeds of $137.0 million. The Company recognized a net gain on the sale of $44.3$15.7 million. The sale did not representNone of these sales qualified as a disposition of a business. In addition, none of the sales represented a strategic shift that had a major impact on the Company’s business plan or its primary markets, andmarkets; therefore, the salenone of the hotel did not qualifythese sales qualified as a discontinued operation.

The Company classified the assets and liabilities of both the Fairmont Newport BeachMarriott Philadelphia and the Marriott Quincy as held for sale as ofat December 31, 20162017 as follows (in thousands):

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

2016

 

2017

Accounts receivable, net

 

$

452

Inventories

 

 

126

Accounts receivable

 

$

1,676

Prepaid expenses

 

 

386

 

 

193

Investment in hotel property, net

 

 

77,971

Other assets, net

 

 

178

Investment in hotel properties, net

 

 

120,916

Other assets

 

 

22

Assets held for sale, net

 

$

79,113

 

$

122,807

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

781

 

$

69

Accrued payroll and employee benefits

 

 

751

Other current liabilities

 

 

1,473

 

 

41

Other liabilities

 

 

148

 

 

79

Liabilities of assets held for sale

 

$

3,153

 

$

189

 

The following table provides summary unaudited results of operations for the Hyatt Regency Newport Beach, the Marriott Park CityPhiladelphia and the Marriott Quincy, all of which were sold in the first nine months of 2018, along with the Fairmont Newport Beach as well asand the Sheraton Cerritos that wasMarriott Park City, both of which were sold during 2016, all ofin 2017, which are included in continuing operations for their respective ownership periods (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

    

2017

    

2016

    

2017

    

2016

   

2018

    

2017

    

2018

    

2017

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

Revenues

 

$

 —

 

$

11,210

 

$

9,980

 

$

38,650

 

$

982

 

$

24,005

 

$

20,975

 

$

77,750

Income before income taxes

 

$

 —

 

$

1,332

 

$

2,466

 

$

4,981

 

$

84

 

$

4,391

 

$

2,376

 

$

13,250

Gain on sale of assets

 

$

 —

 

$

 —

 

$

45,474

 

$

18,223

 

$

53,128

 

$

 —

 

$

68,787

 

$

45,474

 

Discontinued Operations

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During the third quarter of 2017, the Company recognized an additional $7.0 million gain related to its 2013 sale of four hotels and a laundry facility located in Rochester, Minnesota (the “Rochester Portfolio”). Upon sale of the Rochester Portfolio in 2013, the Company retained a liability not to exceed $14.0 million. The recognition of the $14.0 million liability reduced the Company’s gain on the sale of the Rochester Portfolio. In the second quarter of 2014, the Company was released from $7.0 million of its liability, and the Company recorded additional gain on the sale, which was included in discontinued operations. During the third quarter of 2017, the Company determined that its remaining obligation for the liability was remote based on the requirements of the Contingencies Topic of the FASB ASC. As such, the Company reversed the remaining $7.0 million, and recorded additional gain on the sale of the Rochester Portfolio of $7.0 million, which is included in discontinued operations for both the three and nine months ended September 30, 2017.

 

5. Fair Value Measurements and Interest Rate Derivatives

 

Fair Value of Financial Instruments

 

As of September 30, 20172018 and December 31, 2016,2017, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses were representative of their fair values due to the short-term maturity of these instruments.

 

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A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The Company follows the requirements of the Fair Value Measurement and Disclosure Topic of the FASB ASC, which establishes a frameworkhierarchy for inputs used in measuring fair value and disclosing fair value measurements by establishing a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:is as follows:

 

 

 

Level 1

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

 

Level 2

Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

 

Level 3

Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

 

As of September 30, 20172018 and December 31, 2016,2017, the only financial instruments that the Company measures at fair value on recurring bases are its interest rate derivatives, along with a life insurance policy and a related retirement benefit agreement. In accordance with the Fair Value Measurement and Disclosure Topic of the FASB ASC, theThe Company estimates the fair value of its interest rate derivatives using Level 2 measurements based on quotes obtained from the counterparties, which are based upon the consideration that would be required to terminate the agreements. Both the life insurance policy and the related retirement benefit agreement, which are for a former Company associate, are valued using Level 2 measurements.

 

InDuring the aftermathsecond quarter of Hurricane Harvey, combined with continued operational declines due to weakness in the Houston market, and in accordance with the2018, Property, Plant and Equipment Topic of the FASB ASC, the Company identified indicators of impairment due to continued weakness in the Houston market, and reviewed both of itsthe Houston hotels for possible impairment. Using Level 3 measurements, including each hotel’s undiscounted cash flow, which took into account each hotel’s expected cash flow from operations, anticipated holding period and estimated proceeds from disposition, the Company determined that neither hotel’s carrying value was fully recoverable. As such, during the third quarter of 2017, the Company recorded a totalan impairment charge of $34.4$1.4 million including $27.1 million foron the Hilton North Houston and $7.3 million for the Marriott Houston,hotels, which is included in impairment loss on the Company’s consolidated statements of operations for both the three and nine months ended September 30, 2017.2018. The assets and liabilities of the Houston hotels have been classified by the Company as held for sale as of September 30, 2018 due to the sale of the hotels in October 2018 (see Note 12).

 

The following table presents the Company’s assets measured at fair value on a recurring and nonrecurring basis at September 30, 20172018 and December 31, 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date

 

    

Total

    

Level 1

    

Level 2

    

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017 (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

Houston hotels, net (1)

 

$

37,912

 

$

 

$

 —

 

$

37,912

Interest rate cap derivative

 

 

 

 

 

 

 —

 

 

Interest rate swap derivatives

 

 

1,463

 

 

 

 

1,463

 

 

Life insurance policy (2)

 

 

649

 

 

 

 

649

 

 

Total assets measured at fair value at September 30, 2017

 

$

40,024

 

$

 

$

2,112

 

$

37,912

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap derivative

 

$

 

$

 

$

 

$

Interest rate swap derivatives

 

 

1,749

 

 

 

 

1,749

 

 

Life insurance policy (2)

 

 

861

 

 

 

 

861

 

 

Total assets measured at fair value at December 31, 2016

 

$

2,610

 

$

 

$

2,610

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date

 

    

Total

    

Level 1

    

Level 2

    

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018 (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap derivatives

 

$

 1

 

$

 —

 

$

 1

 

$

 —

Interest rate swap derivatives

 

 

8,540

 

 

 —

 

 

8,540

 

 

 —

Life insurance policy (1)

 

 

405

 

 

 —

 

 

405

 

 

 —

Total assets measured at fair value at September 30, 2018

 

$

8,946

 

$

 —

 

$

8,946

 

$

 —

December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Houston hotels, net

 

$

34,473

 

$

 —

 

 

 —

 

$

34,473

Interest rate cap derivatives

 

 

 4

 

 

 —

 

 

 4

 

 

 —

Interest rate swap derivatives

 

 

3,390

 

 

 —

 

 

3,390

 

 

 —

Life insurance policy (1)

 

 

645

 

 

 —

 

 

645

 

 

 —

Total assets measured at fair value at December 31, 2017

 

$

38,512

 

$

 —

 

$

4,039

 

$

34,473

 

(1)

Includes the total fair market value of the Houston hotels, net of accumulated depreciation. The hotels are included in investment in hotel properties, net on the accompanying consolidated balance sheets.

(2)

Includes the split life insurance policy for a former Company associate. These amounts are included in other assets, net on the accompanying consolidated balance sheets, and will be used to reimburse the Company for payments made to the

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former associate from the related retirement benefit agreement, which is included in accrued payroll and employee benefits on the accompanying consolidated balance sheets.

 

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The following table presents the Company’s liabilities measured at fair value on a recurring and nonrecurring basis at September 30, 20172018 and December 31, 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date

 

    

Total

    

Level 1

    

Level 2

    

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017 (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit agreement (1)

 

$

649

 

$

 

$

649

 

$

Total liabilities measured at fair value at September 30, 2017

 

$

649

 

$

 

$

649

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit agreement (1)

 

$

861

 

$

 

$

861

 

$

Total liabilities measured at fair value at December 31, 2016

 

$

861

 

$

 

$

861

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date

 

    

Total

    

Level 1

    

Level 2

    

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018 (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit agreement (1)

 

$

405

 

$

 

$

405

 

$

Total liabilities measured at fair value at September 30, 2018

 

$

405

 

$

 

$

405

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit agreement (1)

 

$

645

 

$

 

$

645

 

$

Total liabilities measured at fair value at December 31, 2017

 

$

645

 

$

 

$

645

 

$

 

(1)

Includes the retirement benefit agreement for a former Company associate. The agreement calls for the balance of the retirement benefit to be paid out to the former associate in ten annual installments, beginning in 2011. As such, theThe Company has paid the former associate a total of $1.4$1.6 million through September 30, 2017,2018, which was reimbursed to the Company using funds from the related split life insurance policy noted above. These amounts are included in accrued payroll and employee benefits on the accompanying consolidated balance sheets.

 

Interest Rate Derivatives

 

The Company’s interest rate derivatives, which are not designated as effective cash flow hedges, consisted of the following at September 30, 20172018 (unaudited) and December 31, 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Fair Value Asset

 

 

 

 

 

 

 

 

 

Estimated

Fair Value of Assets

 

Strike / Capped

 

Effective

Maturity

 

Notional

 

September 30,

 

December 31,

 

Strike / Capped

 

Effective

Maturity

 

Notional

 

September 30,

 

December 31,

Hedged Debt

Type

Rate

Index

Date

Date

 

Amount

 

2017

 

2016

Type

Rate

Index

Date

 

Amount

 

2018

 

2017

Hilton San Diego Bayfront (1)

Cap

4.250

%

1-Month LIBOR

April 15, 2015

May 1, 2017

 

$

N/A

 

$

N/A

 

$

 —

Cap

4.250

%

1-Month LIBOR

May 1, 2017

May 1, 2019

 

$

108,401

 

$

 —

 

$

 —

Hilton San Diego Bayfront (1)

Cap

4.250

%

1-Month LIBOR

May 1, 2017

May 1, 2019

 

$

110,096

 

 

 —

 

 

N/A

Cap

6.000

%

1-Month LIBOR

November 10, 2017

December 9, 2020

 

$

220,000

 

 

 1

 

 

 4

$85.0 million term loan (2)

Swap

3.391

%

1-Month LIBOR

October 29, 2015

September 2, 2022

 

$

85,000

 

 

1,165

 

 

1,336

Swap

3.391

%

1-Month LIBOR

October 29, 2015

September 2, 2022

 

$

85,000

 

 

4,179

 

 

2,010

$100.0 million term loan (3)

Swap

3.653

%

1-Month LIBOR

January 29, 2016

January 31, 2023

 

$

100,000

 

 

298

 

 

413

Swap

3.653

%

1-Month LIBOR

January 29, 2016

January 31, 2023

 

$

100,000

 

 

4,361

 

 

1,380

 

 

 

 

 

 

 

 

 

$

1,463

 

$

1,749

 

 

 

 

 

 

 

 

$

8,541

 

$

3,394

 

(1)

In MarchNovember 2017, the Company refinanced the existing loan secured by the Hilton San Diego Bayfront. Coterminous with the loan refinance, the Company purchased a new interest rate cap agreement for $19,000 related to the loan secured by the Hilton San Diego Bayfront. The new agreement, whose terms are substantially the same as the terms under the expiring cap agreement, effectively replaced the expiring agreement on May 1, 2017.with a strike rate of 6.0% and an expiration date in December 2020. The fair values of both Hilton San Diego Bayfront cap agreements are included in other assets, net on the accompanying consolidated balance sheets.sheets as of both September 30, 2018 and December 31, 2017.

(2)

The fair value of the $85.0 million term loan swap agreement is included in other assets, net on the Company’s consolidated balance sheets.sheets as of both September 30, 2018 and December 31, 2017. The 1-month LIBOR rate was swapped to a fixed rate of 1.591%.

(3)

The fair value of the $100.0 million term loan swap agreement is included in other assets, net on the Company’s consolidated balance sheets.sheets as of both September 30, 2018 and December 31, 2017. The 1-month LIBOR rate was swapped to a fixed rate of 1.853%.

 

Noncash changes in the fair values of the Company’s interest rate derivatives resulted in (decreases) increases to interest expense for the three and nine months ended September 30, 20172018 and 20162017 as follows (in(unaudited and in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

Noncash interest on derivatives

 

$

(44)

 

$

(1,374)

 

$

305

 

$

7,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2018

 

2017

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

Noncash interest on derivatives

 

$

(870)

 

$

(44)

 

$

(5,147)

 

$

305

 

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Table of Contents

 

Fair Value of Debt

 

As of September 30, 20172018 and December 31, 2016,2017, 77.7% and 77.8% and 76.2%, respectively, of the Company’s outstanding debt had fixed interest rates, including the effects of interest rate swap agreements. The Company uses Level 3 measurements to estimate the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates.

The Company’s principal balances and fair market values of its consolidated debt as of September 30, 20172018 (unaudited) and December 31, 20162017 were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

December 31, 2016

 

Principal Balance (1)

 

Fair Value

 

Principal Balance (1)

 

Fair Value

Debt

$

992,149

 

$

1,001,088

 

$

935,944

 

$

930,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

December 31, 2017

 

Carrying Amount (1)

 

Fair Value

 

Carrying Amount (1)

 

Fair Value

Debt

$

984,916

 

$

985,938

 

$

990,402

 

$

997,922

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The principal balance of debt is presented before any unamortized deferred financing fees.costs.

 

 

6. Other Assets

 

Other assets, net consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

    

2017

    

2016

    

2018

    

2017

 

(unaudited)

 

 

 

(unaudited)

 

 

Property and equipment, net

 

$

515

 

$

779

 

$

8,591

 

$

584

Goodwill

 

990

 

990

 

990

 

990

Deferred expense on straight-lined third-party tenant leases

 

 

2,852

 

 

2,876

 

 

3,211

 

 

3,351

Deferred income tax asset

 

 

13,977

 

 

 —

 

 

10,600

 

 

9,492

Interest rate derivatives

 

 

1,463

 

 

1,749

 

 

8,541

 

 

3,394

Other receivables

 

 

2,012

 

 

1,673

 

 

1,550

 

 

3,136

Other

 

 

1,412

 

 

1,322

 

 

1,012

 

 

1,370

Total other assets net

 

$

23,221

 

$

9,389

Total other assets, net

 

$

34,495

 

$

22,317

 

During the third quarter of 2017, the Company released its full valuation allowance, which was previously held against all $13.6 million of its net U.S. federal and state deferred tax assets, consisting of a $14.0 million deferred tax asset related to federal and state net operating losses, reserves and other deferred tax assets of the TRS Lessee and a $0.3 million deferred tax liability related to timing differences associated with amortization and deferred revenue of the TRS Lessee. The Company’s evaluation through September 30, 2017 indicates that the hotel industry’s overall economic climate will remain relatively stable, resulting in the TRS operating leases to continue to perform as expected. As such, the Company has modified its conclusion as of December 31, 2016, and believes that there no longer exists sufficient negative evidence that would prevent it from relying on projections of future taxable income sufficient to realize its deferred assets. In reaching its conclusion, the Company has considered various factors, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies in determining a valuation allowance for its deferred tax assets. The Company believes it is more likely than not that it will be able to realize the net U.S. federal and state deferred tax assets in the future.

 

 

 

 

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7. Notes Payable

 

Notes payable consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

    

2017

    

2016

    

2018

    

2017

 

(unaudited)

 

 

 

(unaudited)

 

 

Notes payable requiring payments of interest and principal, with fixed rates ranging from 4.12% to 5.95%; maturing at dates ranging from November 2020 through January 2025. The notes are collateralized by first deeds of trust on four hotel properties at September 30, 2017, and five hotel properties at December 31, 2016.

 

$

347,233

 

$

528,604

Note payable requiring payments of interest and principal, bearing a blended rate of one-month LIBOR plus 225 basis points; maturing in August 2019. The note is collateralized by a first deed of trust on one hotel property.

 

 

219,916

 

 

222,340

Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.591%, resulting in an effective interest rate of 3.391% based on the Company's current leverage. Matures in September 2022.

 

 

85,000

 

 

85,000

Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.853%, resulting in an effective interest rate of 3.653% based on the Company's current leverage. Matures in January 2023.

 

 

100,000

 

 

100,000

Notes payable requiring payments of interest and principal, with fixed rates ranging from 4.12% to 5.95%; maturing at dates ranging from November 2020 through January 2025. The notes are collateralized by first deeds of trust on four hotel properties at both September 30, 2018 and December 31, 2017.

 

$

339,916

 

$

345,402

Note payable requiring payments of interest only, bearing a blended rate of one-month LIBOR plus 105 basis points; maturing in December 2020 with three one-year extensions. The note is collateralized by a first deed of trust on one hotel property.

 

 

220,000

 

 

220,000

Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.591%, resulting in an effective interest rate of 3.391% based on the Company's current leverage (see Note 12). Matures in September 2022.

 

 

85,000

 

 

85,000

Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.853%, resulting in an effective interest rate of 3.653% based on the Company's current leverage (see Note 12). Matures in January 2023.

 

 

100,000

 

 

100,000

Unsecured Senior Notes requiring semi-annual payments of interest only, bearing interest at 4.69%; maturing in January 2026.

 

 

120,000

 

 

 —

 

 

120,000

 

 

120,000

Unsecured Senior Notes requiring semi-annual payments of interest only, bearing interest at 4.79%; maturing in January 2028.

 

 

120,000

 

 

 —

 

 

120,000

 

 

120,000

Total notes payable

 

$

992,149

 

$

935,944

 

$

984,916

 

$

990,402

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of notes payable

 

$

10,431

 

$

186,034

 

$

7,857

 

$

7,420

Less: current portion of deferred financing fees

 

 

(1,270)

 

 

(1,105)

Less: current portion of deferred financing costs

 

 

(1,944)

 

 

(1,943)

Carrying value of current portion of notes payable

 

$

9,161

 

$

184,929

 

$

5,913

 

$

5,477

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable, less current portion

 

$

981,718

 

$

749,910

 

$

977,059

 

$

982,982

Less: long-term portion of deferred financing fees

 

 

(4,084)

 

 

(3,536)

Less: long-term portion of deferred financing costs

 

 

(4,245)

 

 

(5,700)

Carrying value of notes payable, less current portion

 

$

977,634

 

$

746,374

 

$

972,814

 

$

977,282

Notes Payable Transactions - 2017

In January 2017,October 2018, the Company received proceedsamended its credit facility and modified the terms of $240.0 million in a private placement of seniorits two unsecured notes. The private placement consisted of $120.0 million of notes bearing interest at a fixed rate of 4.69%, maturing in January 2026 (the “Series A Senior Notes”), and $120.0 million of notes bearing interest at a fixed rate of 4.79%, maturing in January 2028 (the “Series B Senior Notes,” together the “Senior Notes”)term loans (see Note 12).

In January 2017, the Company used proceeds received from the Senior Notes to repay the loan secured by the Marriott Boston Long Wharf, which had a balance of $176.0 million and an interest rate of 5.58%. The Marriott Boston Long Wharf loan was scheduled to mature in April 2017, and was available to be repaid without penalty in January 2017.

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Table of Contents

Interest Expense

 

Total interest incurred and expensed on the notes payable was as follows (in(unaudited and in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

    

2017

    

2016

    

2017

    

2016

    

2018

    

2017

    

2018

    

2017

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

Interest expense on debt and capital lease obligations

 

$

11,897

 

$

11,966

 

$

34,724

 

$

37,560

 

$

11,619

 

$

11,897

 

$

34,364

 

$

34,724

Noncash interest on derivatives and capital lease obligations, net

 

 

4,534

 

 

(1,374)

 

 

4,883

 

 

7,810

 

 

(818)

 

 

4,534

 

 

(4,995)

 

 

4,883

Amortization of deferred financing fees

 

 

577

 

 

544

 

 

1,734

 

 

1,648

Amortization of deferred financing costs

 

 

748

 

 

577

 

 

2,240

 

 

1,734

Total interest expense

 

$

17,008

 

$

11,136

 

$

41,341

 

$

47,018

 

$

11,549

 

$

17,008

 

$

31,609

 

$

41,341

 

 

 

 

 

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8. Other Current Liabilities and Other Liabilities

 

Other current liabilities consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

    

2017

    

2016

    

2018

    

2017

 

(unaudited)

 

 

 

 

(unaudited)

 

 

 

Property, sales and use taxes payable

 

$

20,085

 

$

16,965

 

$

18,973

 

$

17,842

Income tax payable

 

 

421

 

 

211

 

 

104

 

 

160

Accrued interest

 

 

3,753

 

 

1,996

 

 

4,286

 

 

6,746

Advance deposits

 

 

17,385

 

 

14,505

 

 

18,700

 

 

13,454

Management fees payable

 

 

1,310

 

 

1,645

 

 

786

 

 

1,952

Other

 

 

4,647

 

 

4,547

 

 

4,541

 

 

4,348

Total other current liabilities

 

$

47,601

 

$

39,869

 

$

47,390

 

$

44,502

 

Other liabilities consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

    

2017

    

2016

    

2018

    

2017

 

(unaudited)

 

 

 

 

(unaudited)

 

 

Deferred revenue

 

$

5,663

 

$

6,045

 

$

5,404

 

$

5,589

Deferred rent

 

 

19,618

 

 

19,807

 

 

21,986

 

 

19,582

Deferred incentive management fees

 

 

574

 

 

Deferred gain on sale of asset

 

 

 

 

7,000

Deferred income tax liability

 

 

349

 

 

 

 

265

 

 

257

Other

 

 

3,570

 

 

3,798

 

 

3,326

 

 

3,561

Total other liabilities

 

$

29,774

 

$

36,650

 

$

30,981

 

$

28,989

 

As discussed in Note 4, during the third quarter of 2017, the Company determined that its remaining obligation for the Rochester Portfolio’s liability was remote based on the requirements of the Contingencies Topic of the FASB ASC. As such, the Company released the $7.0 million remaining liability and recorded additional gain on the sale of the Rochester Portfolio, which is included in discontinued operations for both the three and nine months ended September 30, 2017.

As discussed in Note 6, during the third quarter of 2017, the Company released its full valuation allowance, which was previously held against all of its net U.S. federal and state deferred tax assets, resulting in a deferred tax liability of $0.3 million related to timing differences associated with amortization and deferred revenue of the TRS Lessee, which is included in other liabilities on the accompanying consolidated balance sheet as of September 30, 2017.

 

 

 

 

9. Stockholders’ Equity

 

Series E Cumulative Redeemable Preferred Stock

 

In March 2016, the Company issued 4,600,000 shares of its 6.95% Series E Cumulative Redeemable Preferred Stock (“Series E preferred stock”) with a liquidation preference of $25.00 per share for gross proceeds of $115.0 million. In conjunction with the offering, the Company incurred $4.0 million in preferred offering costs. On or after March 11, 2021, the Series E preferred stock will

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be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Upon the occurrence of a change of control, as defined by the Articles Supplementary for Series E preferred stock, holders of the Series E preferred stock may, under certain circumstances, convert their preferred shares into shares of the Company’s common stock.

 

Series F Cumulative Redeemable Preferred Stock

 

In May 2016, the Company issued 3,000,000 shares of its 6.45% Series F Cumulative Redeemable Preferred Stock (“Series F preferred stock)stock”) with a liquidation preference of $25.00 per share for gross proceeds of $75.0 million. In conjunction with the offering, the Company incurred $2.6 million in preferred offering costs. On or after May 17, 2021, the Series F preferred stock will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Upon the occurrence of a change of control, as defined by the Articles Supplementary for Series F preferred stock, holders of the Series F preferred stock may, under certain circumstances, convert their preferred shares into shares of the Company’s common stock.

 

Common Stock

 

In February 2017, the Company entered into separate “At the Market” Agreements (the “ATM Agreements”) with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.  In accordance with the terms of the ATM Agreements, the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million. During the first nine monthssecond quarter of 2017,2018, the Company received gross proceeds of $79.4 million, and paid $1.5 million in costs, from the issuance of 4,876,855issued 2,590,854 shares of its common stock in connection with the ATM Agreements. As ofAgreements, bringing its total common shares issued under the ATM Agreements to 7,467,709. Through September 30, 2017,2018, the Company has $220.6received gross proceeds of $124.5 million from its ATM common stock issuances and paid $2.3 million in costs, leaving $175.5 million available for sale under the ATM Agreements.Agreements,

 

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In February 2017, the Company’s board of directors authorized a share repurchase plan to acquire up to $300.0 million of the Company’s common and preferred stock. As of September 30, 2017,2018, no shares of either the Company’s common or preferred stock have been repurchased. Future purchases will depend on various factors, including the Company’s capital needs, as well as the Company’s common and preferred stock price.

 

10. Long-Term Incentive Plan

 

Stock Grants

 

Restricted shares granted pursuant to the Company’s 2004 Long-Term Incentive Plan as amended and restated May 1, 2014, generally vest over periods from three to fivefour years from the date of grant.

 

Compensation expense related to awards of restricted shares are measured at fair value on the date of grant and amortized over the relevant requisite service period or derived service period.

 

In accordance with the Compensation Topic of the FASB ASC, theThe Company has elected to account for forfeitures as they occur. The Company’s amortization expense and forfeitures related to restricted shares for the three and nine months ended September 30, 20172018 and 20162017 were as follows (in(unaudited and in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

    

2017

    

2016

    

2017

    

2016

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

Amortization expense, including forfeitures

 

$

1,848

 

$

1,539

 

$

6,188

 

$

5,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

    

2018

    

2017

    

2018

    

2017

 

 

 

 

 

 

 

 

 

Amortization expense, including forfeitures

 

$

2,073

 

$

1,848

 

$

6,938

 

$

6,188

 

In addition, the Company capitalizes compensation costs related to all restricted shares granted to certain employees whowhose work onis directly related to the design and construction ofCompany’s capital investment in its hotels. These capitalized costs were nominaltotaled $0.1 million during both the three months ended September 30, 2018 and 2017, respectively, and 2016, and totaled $0.4$0.3 million and $0.5$0.4 million during the nine months ended September 30, 20172018 and 2016,2017, respectively.

 

 

Stock Options

 

In April 2008, the Compensation Committee of the Company’s board of directors approved a grant of 200,000 non-qualified stock options (the “Options”) to one of the Company’s former associates. The Options fully vested in April 2009, and will expire onexpired in April 27, 2018. The exercise price ofOptions were not exercised prior to their expiration date, and the Options is $17.71 per share.Company currently has no outstanding stock options.

 

 

 

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11. Commitments and Contingencies

 

Management Agreements

 

Management agreements with the Company’s third-party hotel managers require the Company to pay between 1.75% and 3.5%3.0% of total revenue of the managed hotels to the third-party managers each month as a basic management fee. In addition to basic management fees, provided that certain operating thresholds are met, the Company may also be required to pay incentive management fees to certain of its third-party managers. Total basic management fees, net of key money incentives received from third-party hotel managers, along with incentive management fees incurred by the Company during the three and nine months ended September 30, 20172018 and 20162017 were included in other property-level expenses on the Company’s consolidated statements of operations and comprehensive income as follows (in(unaudited and in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

    

2017

    

2016

    

2017

    

2016

    

2018

    

2017

    

2018

    

2017

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

Basic management fees

 

$

8,432

 

$

8,510

 

$

25,269

 

$

25,130

 

$

7,879

 

$

8,432

 

$

24,225

 

$

25,269

Incentive management fees

 

 

1,172

 

 

1,541

 

 

5,525

 

 

4,735

 

 

1,339

 

 

1,172

 

 

6,187

 

 

5,525

Total basic and incentive management fees

 

$

9,604

 

$

10,051

 

$

30,794

 

$

29,865

 

$

9,218

 

$

9,604

 

$

30,412

 

$

30,794

 

License and Franchise Agreements

 

The Company has entered into license and franchise agreements related to certain of its hotel properties. The license and franchise agreements require the Company to, among other things, pay monthly fees that are calculated based on specified percentages of certain revenues. The license and franchise agreements generally contain specific standards for, and restrictions and limitations on,

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the operation and maintenance of the hotels which are established by the franchisors to maintain uniformity in the system created by each such franchisor. Such standards generally regulate the appearance of the hotel, quality and type of goods and services offered, signage and protection of trademarks. Compliance with such standards may from time to time require the Company to make significant expenditures for capital improvements.

 

Total license and franchise fees incurred by the Company during the three and nine months ended September 30, 20172018 and 20162017 were included in franchise costs on the Company’s consolidated statements of operations and comprehensive income as follows (in(unaudited and in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

    

2017

    

2016

    

2017

    

2016

    

2018

    

2017

    

2018

    

2017

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

Franchise assessments (1)

 

$

6,839

 

$

6,666

 

$

19,941

 

$

19,546

 

$

6,501

 

$

6,839

 

$

19,633

 

$

19,941

Franchise royalties

 

 

2,592

 

 

2,742

 

 

7,426

 

 

7,856

 

 

2,666

 

 

2,592

 

 

7,348

 

 

7,426

Total franchise costs

 

$

9,431

 

$

9,408

 

$

27,367

 

$

27,402

 

$

9,167

 

$

9,431

 

$

26,981

 

$

27,367

 

(1)

Includes advertising, reservation and frequent guest clubprogram assessments.

 

Renovation and Construction Commitments

 

At September 30, 2017,2018, the Company had various contracts outstanding with third parties in connection with the renovation and repositioning of certain of its hotel properties. The remaining commitments under these contracts at September 30, 20172018 totaled $54.2$72.9 million.

 

Capital Leases

 

The Hyatt Centric Chicago Magnificent Mile is subject to a building lease which expires in December 2097. Upon acquisition of the hotel in June 2012, theThe Company evaluated the terms of the lease agreement and determined the lease to be a capital lease pursuant to the Leases Topic of the FASB ASC.lease.

 

DuringThe Company determined that the third quarter of 2017, the Company corrected an immaterial error by reclassifyingground lease at the Courtyard by Marriott Los Angeles ground lease from an operating lease tois a capital lease due to the lease containing a future bargain purchase right option. Upon examination of this future purchase right option, which the Company determined thatwill likely exercise as the economic disincentive for continuing to lease the property willwould be so significant that the Company will likely exercise the option. The Company assessed the cumulative impact of this error on the affected financial statement line items (capital lease assets, capital lease liability, ground lease expense and interest expense) in its previously reported 2016 and 2017 financial statements pursuant to the guidance in ASC 250 Accounting Changes and

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Error Corrections ("ASC 250") and SEC Staff Accounting Bulletin ("SAB") No. 99 Materiality. The assessment concluded that the error was not material, individually or in the aggregate, to either the current or any prior period consolidated financial statements. As such, in accordance with ASC 250 (SAB No. 108, Considering Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the $4.5 million cumulative adjustment to reclassify the ground lease from an operating lease to a capital lease was recognized in the current period as an increase to interest expense, with no revision to prior periods.significant.

 

The capital lease assets were included in investment in hotel properties, net on the Company’s consolidated balance sheets as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

    

2017

    

2016

 

 

(unaudited)

 

 

 

Gross capital lease asset - buildings and improvements

 

$

58,799

 

$

58,799

Gross capital lease asset - land

 

 

6,605

 

 

Gross capital lease assets

 

 

65,404

 

 

58,799

Accumulated depreciation

 

 

(7,840)

 

 

(6,738)

Net capital lease assets

 

$

57,564

 

$

52,061

Future minimum lease payments under the Company’s capital leases together with the present value of the net minimum lease payments as of September 30, 2017 are as follows (in thousands):

 

 

 

 

2017

    

$

2,357

2018

 

 

2,357

2019

 

 

2,357

2020

 

 

2,365

2021

 

 

2,453

Thereafter

 

 

139,287

Total minimum lease payments (1)

 

 

151,176

Less: Amount representing interest (2)

 

 

(124,419)

Present value of net minimum lease payments (3)

 

$

26,757

(1)

Minimum lease payments do not include percentage rent which may be paid under the Hyatt Centric Chicago Magnificent Mile building lease on the basis of 4.0% of the hotel’s gross room revenues over a certain threshold. Under the Hyatt Chicago Magnificent Mile’s building lease, $20,000 and $36,000 in percentage rent was due during the three and nine months ended September 30, 2017 and 2016, respectively.

(2)

Interest includes the amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at lease inception.

(3)

The present value of net minimum lease payments are presented on the Company’s consolidated balance sheet as of September 30, 2017 as a current obligation of $1,000, which is included in accounts payable and accrued expenses, and as a long-term obligation of $26.8 million, which is included in capital lease obligations, less current portion.

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

    

2018

    

2017

 

 

(unaudited)

 

 

 

Gross capital lease asset - buildings and improvements

 

$

58,799

 

$

58,799

Gross capital lease asset - land

 

 

6,605

 

 

6,605

Gross capital lease assets

 

 

65,404

 

 

65,404

Accumulated depreciation

 

 

(9,310)

 

 

(8,208)

Net capital lease assets

 

$

56,094

 

$

57,196

 

Ground, Building and Air Leases

 

Total rent expense incurred pursuant to ground, building and air lease agreements for the three and nine months ended September 30, 20172018 and 20162017 was included in property tax, ground lease and insurance on the Company’s consolidated statements of operations and comprehensive income as follows (in(unaudited and in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

    

2017

    

2016

    

2017

    

2016

    

2018

    

2017

    

2018

    

2017

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

Minimum rent, including straight-line adjustments

 

$

2,124

 

$

2,251

 

$

6,804

 

$

6,857

 

$

1,495

 

$

2,124

 

$

5,756

 

$

6,804

Percentage rent (1)

 

 

1,901

 

 

2,802

 

 

5,241

 

 

7,327

 

 

1,897

 

 

1,901

 

 

5,537

 

 

5,241

Total

 

$

4,025

 

$

5,053

 

$

12,045

 

$

14,184

 

$

3,392

 

$

4,025

 

$

11,293

 

$

12,045

 

(1)

Several of the Company’s hotels pay percentage rent, which is calculated on operating revenues above certain thresholds.

 

Rent expense incurred pursuant to a lease on the corporate facility totaled $0.1 million for both the three months ended September 30, 2017 and 2016, and $0.2 million for both the nine months ended September 30, 2017 and 2016, and is included in corporate overhead expense.

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Concentration of Risk

 

The concentration of the Company’s hotels in California, Hawaii, Illinois, Massachusetts, the greater Washington DC area Louisiana and Florida exposes the Company’s business to economic and severe weather conditions, competition and real and personal property tax rates unique to these locales. As of September 30, 2017, 212018, 17 of the Company’s 2722 hotels were geographically concentrated as follows:follows (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trailing 12-Month

 

 

 

 

 

 

Trailing 12-Month

 

 

 

 

Percentage of

 

Total

 

 

 

 

Percentage of

 

Total

 

    

Number of Hotels

    

Total Rooms

    

Consolidated Revenue

    

    

Number of Hotels

    

Total Rooms

    

Consolidated Revenue

    

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

California

 

 7

 

29

%  

34

%  

 

 6

 

30

%  

33

%

Hawaii

 

 1

 

 4

%  

 7

%  

 

 1

 

 5

%  

10

%

Illinois

 

 3

 

 9

%  

 7

%  

 

 3

 

10

%  

 8

%

Massachusetts

 

 3

 

15

%  

16

%  

 

 2

 

13

%  

14

%

Greater Washington DC area

 

 3

 

14

%  

13

%  

 

 3

 

16

%  

14

%

Louisiana

 

 2

 

 6

%  

 4

%  

Florida

 

 2

 

 7

%  

 7

%  

 

 2

 

 9

%  

 9

%

Hurricanes Harvey and Irma

During the third quarter of 2017, four of the Company’s 27 hotels were impacted to varying degrees by Hurricanes Harvey and Irma: the Hilton North Houston; the Marriott Houston; the Oceans Edge Hotel & Marina; and the Renaissance Orlando at SeaWorld®. In August 2017, Hurricane Harvey attained Category 4 intensity as it made landfall in the Eastern and Southern United States, inflicting widespread damage in Texas, among other areas. The Company’s Houston hotels remained open during Hurricane Harvey; however, they both sustained wind-driven rain infiltration and water damage within some of the guestrooms, meeting space and public areas. In September 2017, Hurricane Irma attained Category 4 intensity as it made landfall in Florida, inflicting widespread damage, particularly in the Florida Keys, in which the Company’s Oceans Edge Hotel & Marina is located. The hotel closed on September 7, 2017, following a mandatory evacuation order, and partially reopened on September 27, 2017. The property sustained limited damage as a result of Hurricane Irma, and the hotel was able to reopen all guestrooms on October 19, 2017. Finally, the Renaissance Orlando at SeaWorld® hotel in Orlando, Florida remained open and operational during Hurricane Irma and sustained minimal damage.

The Company maintains customary property, casualty, environmental, flood and business interruption insurance at all of its hotels, the coverage of which is subject to certain limitations including higher deductibles in the event of a named storm. The Company is evaluating its ability to submit claims at each of the Houston hotels for portions of the restoration expense incurred. For the Houston hotels, the Company accrued combined hurricane-related restoration expense of $0.9 million as of September 30, 2017, which is included in repairs and maintenance expense in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2017. The deductibles related to property damage at the Oceans Edge Hotel & Marina are structured on a building by building basis, none of which sustained enough damage to exceed their deductibles. At September 30, 2017, the Company accrued hurricane-related restoration expense of $0.7 million for the Oceans Edge Hotel & Marina, along with $0.1 million for the Renaissance Orlando at SeaWorld®, both of which are included in repairs and maintenance expense in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2017. Should the Company incur additional hurricane-related costs in the future at any of these four hotels, additional expense will be recognized as they are incurred.

In addition, the Company expects to file a claim under its business interruption insurance policy for business profits lost at the Oceans Edge Hotel & Marina as a result of the damage suffered by Hurricane Irma. Once the claim is settled with the Company’s insurance carriers, the payments, if any, will be recorded in the period or periods in which they are received.

 

Other

 

The Company has provided customary unsecured environmental indemnities to certain lenders. The Company has performed due diligence on the potential environmental risks, including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate the Company to reimburse the indemnified parties for damages related to certain environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, the Company could have recourse against other previous owners or a claim against its environmental insurance policies.

 

At September 30, 2017,2018, the Company had $0.5 million of outstanding irrevocable letters of credit to guarantee the Company’s financial obligations related to workers’ compensation insurance programs from prior policy years. The beneficiaries of these letters of

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credit may draw upon these letters of credit in the event of a contractual default by the Company relating to each respective obligation. No draws have been made through September 30, 2017.2018.

 

The Company is subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of its hotels and Company matters. While it is not possible to ascertain the ultimate outcome of such matters, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on its financial condition or results of operations. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties.

 

12. Subsequent Events

On October 17, 2018, the Company sold the Houston hotels to an unaffiliated third-party for gross proceeds of $33.0 million. The hotels were classified as held for sale at September 30, 2018, but did not qualify as a discontinued operation as the sale did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets.

On October 17, 2018, the Company amended its credit facility agreement and repriced its two unsecured term loans. The amended credit facility agreement provides for a $500 million unsecured revolving credit facility, a $100 million increase from the previous credit facility. In addition, the Company has the right to increase the amount of the revolving credit facility, or to add term loans, up to an aggregate commitment of $800 million. Under the terms of the amendment, the interest rate pricing grid for the credit facility has been reduced from a range of 155 to 230 basis points over LIBOR to a range of 140 to 225 basis points over LIBOR, and the credit facility’s maturity date has been extended from April 2019 to April 2023. The amendment also reprices the term loans, which bear interest pursuant to a leverage-based pricing grid, from the previous range of 1.80% to 2.55% over the applicable LIBOR to a range of 1.35% to 2.20% over the applicable LIBOR. The Company entered into interest rate derivative agreements to fix the applicable LIBOR for the full duration of the loans. The spread to LIBOR may vary depending on the Company’s overall leverage as defined by its credit agreement. Based on the Company’s current leverage, the interest rate of the $85.0 million term loan has been reduced from 3.391% under the previous agreement to 2.941% under the current agreement, and the interest rate of the $100.0 million term loan has been reduced from 3.653% under the previous agreement to 3.203% under the current agreement. The maturity dates for both term loans remain unchanged.

 

 

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Cautionary Statement

 

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies, opinions and expectations, are generally identifiable by use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” or similar expressions. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control, and which could materially affect actual results, performances or achievements. Accordingly, there is no assurance that the Company’s expectations will be realized. In evaluating these statements, you should specifically consider the risks outlined in detail in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 23, 2017,14, 2018, under the caption “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, including but not limited to the following factors:

 

·

general economic and business conditions, including a U.S. recession, changes in the European Union or global economic slowdown, which may diminish the desire for leisure travel or the need for business travel, as well as any type of flu or disease-related pandemic, affecting the lodging and travel industry, internationally, nationally and locally;

 

·

our need to operate as a REIT and comply with other applicable laws and regulations, including new laws, interpretations or court decisions that may change the federal tax laws or the federal income tax consequences of our qualification as a REIT;

 

·

rising hotel operating expenses, including the impact of the Patient Protection and Affordable Care Act or its potential replacement, increases in minimum wages, changes in work rules or additional costs incurred from new or renegotiated labor contracts;

 

·

relationships with, and the requirements and reputation of, our franchisors and hotel brands;

 

·

relationships with, and the requirements, performance and reputation of, the managers of our hotels;

 

·

the ground, building or air leases for sixfive of the 2722 hotels held for investment as of September 30, 2017;2018;

 

·

competition for the acquisition of hotels, and our ability to complete acquisitions and dispositions;

 

·

performance of hotels after they are acquired;

 

·

new hotel supply, or alternative lodging options such as timeshare, vacation rentals or sharing services such as Airbnb, in our markets, which could harm our occupancy levels and revenue at our hotels;

 

·

competition from hotels not owned by us;

 

·

the need for renovations, repositionings and other capital expenditures for our hotels;

 

·

the impact, including any delays, of renovations and repositionings on hotel operations;

 

·

changes in our business strategy or acquisition or disposition plans;

 

·

our level of debt, including secured, unsecured, fixed and variable rate debt;

 

·

financial and other covenants in our debt and preferred stock;

 

·

our hotels and related goodwill may become impaired, or our hotels which have previously become impaired may become further impaired, in the future, which may adversely affect our financial condition and results of operations;

 

·

volatility in the capital markets and the effect on lodging demand or our ability to obtain capital on favorable terms or at all;

 

·

potential adverse tax consequences in the event that our operating leases with our taxable REIT subsidiaries are not held to have been made on an arm’s-length basis;

 

·

system security risks, data protection breaches, cyber-attacks, including those impacting our hotel managers or other third parties, and systems integration issues; and

 

·

other events beyond our control, including natural disasters, terrorist attacks or civil unrest.

 

These factors may cause our actual events to differ materially from the expectations expressed or implied by any forward-looking statement. Except as otherwise required by federal securities laws, the Company disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Sunstone Hotel Investors, Inc. (the “Company,” “we” or “us”) is a Maryland corporation. We operate as a self-managed and self-administered real estate investment trust (“REIT”). A REIT is a corporation that directly or indirectly owns real estate assets and has elected to be taxable as a real estate investment trust. To qualify for taxation as a REIT, the REIT must meet certain requirements, including regarding the composition of its assets and the sources of its income. REITs generally are not subject to federal income taxes at the corporate level as long as they pay stockholder dividends equivalent to 100% of their taxable income. REITs are required to distribute to stockholders at least 90% of their REIT taxable income. We own, directly or indirectly, 100% of the interests of Sunstone Hotel Partnership, LLC (the “Operating Partnership”), which is the entity that directly or indirectly owns our hotel properties. We also own 100% of the interests of our taxable REIT subsidiary, Sunstone Hotel TRS Lessee, Inc., which, directly or indirectly, leases all of our hotels from the Operating Partnership, and engages independent third-parties to manage our hotels.

 

We own primarily high-quality urban and resort upper upscale hotels in the United States. As of September 30, 2017,2018, we had interests in 2724 hotels, including both the Hilton North Houston and the Marriott Houston (the “27“Houston hotels”) which we classified as held for sale and subsequently sold in October 2018, leaving 22 hotels currently held for investment (the “22 hotels”). Of the 2722 hotels, we classify 2419 as upper upscale, two as upscale and one as luxury as defined by Smith Travel Research, Inc. All but two (the Boston Park Plaza and the Oceans Edge HotelResort & Marina) of our 2722 hotels are operated under nationally recognized brands such as Marriott, Hilton and Hyatt, which are among the most respected and widely recognized brands in the lodging industry. Our two unbranded hotels are located in top urban and resort markets that have enabled them to build awareness with both group and transient customers. We believe the largest and most stable segment of travelers prefer the consistent service and quality associated with nationally recognized brands and well-known independent hotels.

 

We seek to own Long-Term Relevant Real Estate, specifically, hotels primarily in urban and resort locations that benefit from significant barriers to entry by competitors and diverse economic drivers. As of September 30, 2017,2018, the hotels comprising our 2722 hotel portfolio average 489508 rooms in size.

 

Our mission is to create meaningful value for our stockholders by producing superior long-term returns through the ownership of long-termLong-Term Relevant Real Estate in the hospitality sector. Long-Term Relevant Real Estate consists of hotels that we believe possess unique attributes that are difficult to replicate, and most of all, whose locations are relevant lodging real estate.today and will remain relevant for generations to come. Our values include transparency, trust, ethical conduct, honest communication and discipline. As demand for lodging generally fluctuates with the overall economy, we seek to own hotels that will maintain a high appeal with travelers over long periods of time and will generate economic earnings materially in excess of recurring capital requirements. Our strategy is to maximize stockholder value through focused asset management and disciplined capital recycling, which is likely to include selective acquisitions and dispositions, while maintaining balance sheet flexibility and strength. Our goal is to maintain lowappropriate leverage and high financial flexibility to position the Company to create value throughout all phases of the operating and financial cycles.

 

20172018 Year-To-Date Highlights

 

In January 2017, we received proceeds of $240.0 million in a private placement of senior unsecured notes. The private placement consisted of $120.0 million of notes bearing interest at a fixed rate of 4.69%, maturing in January 2026 (the “Series A Senior Notes”), and $120.0 million of notes bearing interest at a fixed rate of 4.79%, maturing in January 2028 (the “Series B Senior Notes,” together the “Senior Notes”).

In January 2017, we used proceeds received from the Senior Notes to repay the loan secured by the Marriott Boston Long Wharf, which had a balance of $176.0 million and an interest rate of 5.58%. The Marriott Boston Long Wharf loan was scheduled to mature in April 2017, and was available to be repaid without penalty in January 2017.

In February 2017,2018, we sold the 444-room Fairmont Newport Beach, CaliforniaMarriott Philadelphia and the Marriott Quincy, located in Pennsylvania and Massachusetts, respectively, for net proceeds of $122.8$137.0 million, and recognized a net gain on the sale of $44.3$15.7 million. Neither sale represented a strategic shift that had a major impact on our business plan or our primary markets; therefore, neither of these sales qualified as a discontinued operation.

In May 2018, we paid $18.4 million, including closing costs, to acquire the exclusive perpetual rights to use portions of the Renaissance Washington DC building that we had previously leased from an unaffiliated third party (the “Element”). The acquisition of the Element eliminates approximately $1.3 million of annual space rent.

In May 2018 and August 2018, we paid a total of $0.1 million, including closing costs, to acquire three additional dry boat slips at the Oceans Edge Resort & Marina.

In July 2018, we sold the Hyatt Regency Newport Beach for net proceeds of $94.0 million, and recognized a net gain on the sale of $53.1 million. The sale of the hotel did not represent a strategic shift that had a major impact on our business plan or our primary markets, and,markets; therefore, the sale did not qualify as a discontinued operation.

In February 2017, we entered into separate “At Also in July 2018, we purchased the Market” Agreements (the “ATM Agreements”) with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. In accordance withland underlying the termsJW Marriott New Orleans for $15.1 million, including closing costs. Prior to this purchase, we leased the land from an unaffiliated third party. The acquisition of the ATM Agreements, we may from time to time offer and sell our shares of common stock having an aggregate offering price of up to $300.0 million. During the first nine months of 2017, we received gross proceeds of $79.4 million, and paid $1.5 million in costs, from the issuance of 4,876,855 shares of our common stock in connection with the ATM Agreements. As of September 30, 2017, we have $220.6 million available for sale under the ATM Agreements.

In February 2017, our board of directors authorized a share repurchase plan to acquire up to $300.0land eliminates approximately $0.6 million of our common and preferred stock. As of September 30, 2017, no shares of either our common or preferred stock have been repurchased. Future purchases will depend on various factors, including our capital needs, as well as our common and preferred stock price.annual ground lease expense.

 

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In June 2017,October 2018, we sold the 199-room Marriott Park City, UtahHouston hotels for netgross proceeds of $27.0 million, and recognized a net gain on the$33.0 million. The sale of $1.2 million. The salethe hotels did not represent a strategic shift that had a major impact on our business plan or our primary markets, and,markets; therefore, the sale did not qualify as a discontinued operation.

In July 2017, we purchased the newly-developed 175-room Oceans Edge Hotel & Marina in Key West, Florida for a net purchase price of $173.9 million, including prorations. The purchase of the hotel included a marina, wet and dry boat slips and other customary marina amenities. We incurred and expensed acquisition related costs of $0.4 million and $0.7 million for the three and nine months ended September 30, 2017, respectively.

During the third quarter of 2017, four of our 27 hotels were impacted to varying degrees by Hurricanes Harvey and Irma: the Hilton North Houston; the Marriott Houston; the Oceans Edge Hotel & Marina; and the Renaissance Orlando at SeaWorld®. In August 2017, Hurricane Harvey attained Category 4 intensity as it made landfall in the Eastern and Southern United States, inflicting widespread damage in Texas, among other areas. Our two Houston hotels remained open during Hurricane Harvey; however, they both sustained wind-driven rain infiltration and water damage within some of the guestrooms, meeting space and public areas. In September 2017, Hurricane Irma attained Category 4 intensity as it made landfall in Florida, inflicting widespread damage, particularly in the Florida Keys, in which our Oceans Edge Hotel & Marina is located. The hotel closed on September 7, 2017, following a mandatory evacuation order, and then partially reopened on September 27, 2017. The property sustained limited damage as a result of Hurricane Irma, and the hotel was able to reopen all guestrooms on October 19, 2017. Finally, our Renaissance Orlando at SeaWorld® hotel in Orlando, Florida remained open and operational during Hurricane Irma and sustained minimal damage.

We maintain customary property, casualty, environmental, flood and business interruption insurance at all of our hotels, the coverage of which is subject to certain limitations including higher deductibles in the event of a named storm. We are evaluating our ability to submit claims at each of the Houston hotels for portions of their repair and maintenance expenses. For our Houston hotels, we accrued combined hurricane-related restoration expense of $0.9 million as of September 30, 2017, which is included in our repairs and maintenance expense in our consolidated statements of operations for the three and nine months ended September 30, 2017. The deductibles related to property damage at the Oceans Edge Hotel & Marina are structured on a building by building basis, none of which sustained enough damage to exceed their deductibles. At September 30, 2017, we accrued hurricane-related restoration expense of $0.7 million for the Oceans Edge Hotel & Marina, along with $0.1 million for the Renaissance Orlando at SeaWorld®, both of which are included in our repairs and maintenance expense in our consolidated statements of operations for the three and nine months ended September 30, 2017. Should we incur additional hurricane-related costs in the future for any of these four hotels, additional expense will be recognized at that time.

In addition, we expect to file a claim under our business interruption insurance policy for business profits lost at the Oceans Edge Hotel & Marina as a result of the damage suffered by Hurricane Irma. Once the claim is settled with the Company’s insurance carriers, the payments, if any, will be recorded in the period or periods in which they are received.

In the aftermath of Hurricane Harvey, combined with continued operational declines due to weakness in the Houston market, and in accordance with the Property, Plant and Equipment Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), we identified indicators of impairment and reviewed our two Houston hotels for possible impairment. Based on each hotel’s undiscounted cash flow analysis, which took into account each hotel’s expected cash flow from operations, anticipated holding period and estimated proceeds from disposition, we determined that neither hotel’s carrying value was fully recoverable. As such, during the third quarter of 2017, we recorded a total impairment charge of $34.4 million, including $27.1 million for the Hilton North Houston and $7.3 million for the Marriott Houston, which is included in impairment loss on our consolidated statements of operations for both the three and nine months ended September 30, 2017.

 

Operating Activities

 

Revenues. Substantially all of our revenues are derived from the operation of our hotels. Specifically, our revenues consist of the following:

 

·

Room revenue, which is the product of the number of rooms sold and the average daily room rate, or “ADR,” as defined below;

 

·

Food and beverage revenue, which is comprised of revenue realized in the hotel food and beverage outlets as well as banquet and catering events; and

 

·

Other operating revenue, which includes ancillary hotel revenue and other items primarily driven by occupancy such as telephone/internet, parking, spa, resort and other facility fees, entertainment and other guest services. Additionally, this category includes, among other things, attrition and cancellation revenue, tenant revenue derived from hotel space leased by third parties and any performance guarantee payments.

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Expenses. Our expenses consist of the following:

 

·

Room expense, which is primarily driven by occupancy and, therefore, has a significant correlation with room revenue;

 

·

Food and beverage expense, which is primarily driven by food and beverage sales and banquet and catering bookings and, therefore, has a significant correlation with food and beverage revenue;

 

·

Other operating expense, which includes the corresponding expense of other operating revenue, advertising and promotion, repairs and maintenance, utilities, and franchise costs;

 

·

Property tax, ground lease and insurance expense, which includes the expenses associated with property tax, ground lease and insurance payments, each of which is primarily a fixed expense, however property tax is subject to regular revaluations based on the specific tax regulations and practices of each municipality;

 

·

Other property-level expenses, which includes our property-level general and administrative expenses, such as payroll and related costs, contract and professional fees, credit and collection expenses, employee recruitment, relocation and training expenses, consulting fees, management fees and other costs;

 

·

Corporate overhead expense, which includes our corporate-level expenses, such as payroll, benefits and relatedother employee-related costs, amortization of deferred stock compensation, business acquisition and due diligence costs, legal expenses, association, contract and professional fees, board of director costs, entity-level state franchise and minimum taxes, travel expenses, office rent and other customary costs;

 

·

Depreciation and amortization expense, which includes depreciation on our hotel buildings, improvements, furniture, fixtures and equipment (“FF&E”), along with amortization on our franchise fees and certain intangibles. Additionally, this category includes depreciation and amortization related to FF&E for our corporate office; and

 

·

Impairment loss, which includes the charges we have recognized to reduce the carrying values of our twothe Houston hotels on our balance sheet to their fair values in association with our impairment evaluations.

 

Other Revenue and Expense. Other revenue and expense consists of the following:

 

·

Interest and other income, which includes interest we have earned on our restricted and unrestricted cash accounts, as well as any energy or other rebates or property insurance proceeds we have received, any miscellaneous income or any gains or losses we have recognized on sales or redemptions of assets other than real estate investments;

 

·

Interest expense, which includes interest expense incurred on our outstanding fixed and variable rate debt and capital lease obligations, gains or losses on interest rate derivatives, amortization of deferred financing fees,costs, and any loan fees incurred on our debt;

 

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·

Loss on extinguishment of debt, which includes losses recognized on amendments or early repayments of mortgages or other debt obligations from the accelerated amortization of deferred financing fees,costs, along with any costs incurred;

 

·

Gain on sale of assets, which includes the gains we recognized on our sales of the Sheraton CerritosMarriott Philadelphia and the Marriott Quincy in May 2016,January 2018, the Hyatt Regency Newport Beach in July 2018, the Fairmont Newport Beach in February 2017, and the Marriott Park City in June 2017 as none of these sales qualified as a discontinued operation;

 

·

Income tax (provision) benefit, net, which includes federal and state income taxes related to continuing operations charged to the Company net of any refunds received, any adjustments to our deferred tax assets, liabilities or valuation allowance, and any adjustments to unrecognized tax positions, along with any related interest and penalties incurred;

 

·

Income from discontinued operations, which includes the results of operations for any hotels or other real estate investments sold during the reporting period that qualify as a discontinued operation, along with the gain or loss realized on the sale of these assets and any extinguishments of related debt or income tax provisions;

 

·

Income from consolidated joint venture attributable to noncontrolling interest, which includes net income attributable to the outsidea third-party’s 25.0% ownership interest in the joint venture that owns the Hilton San Diego Bayfront; and

 

·

Preferred stock dividends, and redemption charge, which includes dividends accrued on our Series D Cumulative Redeemable Preferred Stock (“Series D preferred stock”) until its redemption in April 2016, as well as dividends accrued on our Series E Cumulative Redeemable Preferred Stock (“Series E preferred stock”) and our Series F Cumulative

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Redeemable Preferred Stock (“Series F preferred stock”), both of which were issued in 2016, along with any redemption charges for perpetual stock redemptions made in excess of net carrying value..

 

Operating Performance Indicators. The following performance indicators are commonly used in the hotel industry:

 

·

Occupancy, which is the quotient of total rooms sold divided by total rooms available;

 

·

Average daily room rate, or ADR, which is the quotient of room revenue divided by total rooms sold;

 

·

Revenue per available room, or RevPAR, which is the product of occupancy and ADR, and does not include food and beverage revenue, or other operating revenue;

 

·

Comparable RevPAR, which we define as the RevPAR generated by hotels we owned as of the end of the reporting period, but excluding those hotels that we classified as held for sale, those hotels that are undergoing a material renovation or repositioning and those hotels whose room counts have materially changed during either the current or prior year. For hotels that were not owned for the entirety of the comparison periods, comparable RevPAR is calculated using RevPAR generated during periods of prior ownership. We refer to this subset of our hotels used to calculate comparable RevPAR as our “Comparable Portfolio.” Currently, our Comparable Portfolio is comprised of 26the 22 hotels, which is alland includes both our ownership and prior ownership results for the Oceans Edge Resort & Marina acquired in July 2017. We obtained prior ownership information from the Oceans Edge Resort & Marina’s previous owner during the due diligence period before acquiring the hotel. We performed a limited review of the 27 hotels excludinginformation as part of our analysis of the newly-developed Oceans Edge Hotel & Marina, which wasacquisition. We caution you not open until January 2017;to place undue reliance on the prior ownership information;

 

·

RevPAR index, which is the quotient of a hotel’s RevPAR divided by the average RevPAR of its competitors, multiplied by 100. A RevPAR index in excess of 100 indicates a hotel is achieving higher RevPAR than the average of its competitors. In addition to absolute RevPAR index, we monitor changes in RevPAR index;

 

·

EBITDAEBITDAre, which is net income (loss), excluding: noncontrolling interests; interest expense; benefit or provision for income taxes, including any changes to deferred tax assets or valuation allowances and income taxes applicable to the sale of assets; and depreciation and amortization; gains or losses on disposition of depreciated property (including gains or losses on change in control); and impairment write-downs of depreciated property;

 

·

Adjusted EBITDAEBITDAre, excluding noncontrolling interest, which is EBITDAre adjusted to exclude: the net income (loss) allocated to a third-party’s 25.0% ownership interest in the joint venture that owns the Hilton San Diego Bayfront, along with the noncontrolling partner’s pro rata share of any EBITDAre components; amortization of deferred stock compensation; the impact of any gain or loss from undepreciated asset sales; impairment charges; uninsuredsales or property damage resulting from natural disasters; prior year property tax assessments or credits; and any other nonrecurring identified adjustments;

 

·

Funds from operations (“FFO”) attributable to common stockholders, which is net income (loss), excluding: preferred stock dividends and any redemption charges; noncontrolling interests; gains and losses from sales of property; real estate-related depreciation and amortization (excluding amortization of deferred financing costs); and real estate-related impairment losses; and

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·

Adjusted FFO attributable to common stockholders, which is FFO attributable to common stockholders adjusted to exclude: penalties; written-off deferred financing costs; non-real estate-related impairment losses; uninsuredgains or losses due to property damage resulting from natural disasters; income tax benefits or provisions associated with any changes to deferred tax assets or valuation allowances, the application of net operating loss carryforwards and uncertain tax positions; and any other nonrecurring identified adjustments.

 

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Factors Affecting Our Operating Results. The primary factors affecting our operating results include overall demand for hotel rooms, the pace of new hotel development, or supply, and the relative performance of our operators in increasing revenue and controlling hotel operating expenses.

 

·

Demand. The demand for lodging generally fluctuates with the overall economy. In aggregate, demand for our hotels has improved each year since 2010. In 2016,2017, Comparable Portfolio RevPAR, excluding the Oceans Edge Resort & Marina which was affected by significant repositionings at both the Boston Park Plaza and the Wailea Beach Resort,opened in January 2017, increased 0.7%4.1% as compared to 2015,2016, with a 4090 basis point decreaseincrease in occupancy. With these two significant repositionings complete, ourOur third quarter and year-to-date Comparable Portfolio RevPAR, which were impacted by renovations at the Hyatt Regency San Francisco, the JW Marriott New Orleans, the Marriott Boston Long Wharf and the Renaissance Los Angeles Airport (the “Four Renovation Hotels”), increased 2.0%3.7% and 3.3%1.9%, respectively, in 20172018 as compared to the same periods in 2016.2017. Occupancy decreased 4090 basis points and 30 basis points during both the three and nine months ended September 30, 2017, respectively,2018 as compared to the same periods in 2016.2017.

 

·

Supply. The addition of new competitive hotels affects the ability of existing hotels to absorb demand for lodging and, therefore, impacts the ability to drive RevPAR and profits. The development of new hotels is largely driven by construction costs and expected performance of existing hotels. In aggregate, we expect the U.S. hotel supply to increase over the near term. On a market-by-market basis, some markets may experience new hotel room openings at or greater than historic levels, including in Chicago,Boston, Houston, Los Angeles, New York City Portland and Washington DCPortland where there are currently higher-than-average supplies of new hotel room openings. Additionally, an increase in the supply of vacation rental or sharing services such as Airbnb also affects the ability of existing hotels to absorb demand for lodging.drive RevPAR and profits.

 

·

Revenues and expenses. We believe that marginal improvements in RevPAR index, even in the face of declining revenues, are a good indicator of the relative quality and appeal of our hotels, and our operators’ effectiveness in maximizing revenues. Similarly, we also evaluate our operators’ effectiveness in minimizing incremental operating expenses in the context of increasing revenues or, conversely, in reducing operating expenses in the context of declining revenues.

 

With respect to improving RevPAR index, we continue to work with our hotel operators to optimize revenue management initiatives while taking into consideration market demand trends and the pricing strategies of competitor hotels in our markets. We also develop capital investment programs designed to ensure each of our hotels is well renovated and positioned to appeal to groups and individual travelers fitting target guest profiles. Increased capital investment in our properties may lead to short-term revenue disruption and negatively impact RevPAR index. Our revenue management initiatives are generally oriented towards maximizing ADR even if the result may be lower occupancy than may be achieved through lower ADR. Increases in RevPAR attributable to increases in ADR may be accompanied by minimal additional expenses, while increases in RevPAR attributable to higher occupancy may result in higher variable expenses such as housekeeping, guest supplies, labor and utilities expense. Our Comparable Portfolio RevPAR index increased 15030 basis points during the first nine months of 20172018 as compared to the same period in 2016.2017. The increase in our Comparable Portfolio RevPAR index was primarily due to increases in part to increased ratesthe RevPAR index at our Boston Park Plaza andthe Wailea Beach Resort post-repositioning, at the Oceans Edge Resort & Marina as the hotel ramped up after its January 2017 opening, and at our Hyatt Regency Newport Beachthe Marriott Tysons Corner due to less competition from area hotels under renovation, along with a strong group base that allowed the hotel to increaseincreased room rates. These increases were partially offset by decreased ratesdecreases in the RevPAR index at ourthe Four Renovation Hotels and at the Courtyard by Marriott Los Angeles and Renaissance Los Angeles Airport due to increased competition fromnew supply and recently renovated area hotels that were newly constructed or under renovation during the first nine months of 2016, and at our Houston hotels due to due to a weak energy market combined with Hurricane Harvey-related cancellations.hotels.

 

We continue to work with our operators to identify operational efficiencies designed to reduce expenses while minimally affecting guest experience and hotel employee satisfaction. Key asset management initiatives include optimizing hotel staffing levels, increasing the efficiency of the hotels, such as installing energy efficient management and inventory control systems, and selectively combining certain food and beverage outlets. Our operational efficiency initiatives may be difficult to implement, as most categories of variable operating expenses, such as utilities and housekeeping labor costs, fluctuate with changes in occupancy. Furthermore, our hotels operate with significant fixed costs, such as general and administrative expense, insurance, property taxes, and other expenses associated with owning hotels, over which our operators have little control. We have experienced, either currently or in the past, increases in hourly wages, employee benefits, (especially health insurance), utility costs and property insurance, which have negatively affected our operating margins. Moreover, there are limits to how far our operators can reduce expenses without affecting brand standards or the competitiveness of our hotels.

 

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Operating Results. The following table presents our unaudited operating results for our total portfolio for the three months ended September 30, 20172018 and 2016,2017, including the amount and percentage change in the results between the two periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended September 30,

    

Three Months Ended September 30,

 

2017

 

2016

 

Change $

 

Change %

 

 

2018

 

2017

 

Change $

 

Change %

 

 

(unaudited and in thousands, except statistical data)

 

 

(in thousands, except statistical data)

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room

 

$

215,768

 

$

217,672

 

$

(1,904)

 

(0.9)

%

 

$

207,657

 

$

215,768

 

$

(8,111)

 

(3.8)

%

Food and beverage

 

 

68,821

 

 

68,899

 

 

(78)

 

(0.1)

%

 

 

63,911

 

 

68,821

 

 

(4,910)

 

(7.1)

%

Other operating

 

 

19,320

 

 

16,733

 

 

2,587

 

15.5

%

 

 

17,740

 

 

19,320

 

 

(1,580)

 

(8.2)

%

Total revenues

 

 

303,909

 

 

303,304

 

 

605

 

0.2

%

 

 

289,308

 

 

303,909

 

 

(14,601)

 

(4.8)

%

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel operating

 

 

174,947

 

 

172,621

 

 

2,326

 

1.3

%

 

 

166,121

 

 

174,947

 

 

(8,826)

 

(5.0)

%

Other property-level expenses

 

 

34,511

 

 

35,003

 

 

(492)

 

(1.4)

%

 

 

31,580

 

 

34,511

 

 

(2,931)

 

(8.5)

%

Corporate overhead

 

 

7,233

 

 

6,392

 

 

841

 

13.2

%

 

 

7,360

 

 

7,233

 

 

127

 

1.8

%

Depreciation and amortization

 

 

39,719

 

 

40,442

 

 

(723)

 

(1.8)

%

 

 

36,159

 

 

39,719

 

 

(3,560)

 

(9.0)

%

Impairment loss

 

 

34,427

 

 

 —

 

 

34,427

 

100.0

%

 

 

 —

 

 

34,427

 

 

(34,427)

 

(100.0)

%

Total operating expenses

 

 

290,837

 

 

254,458

 

 

36,379

 

14.3

%

 

 

241,220

 

 

290,837

 

 

(49,617)

 

(17.1)

%

Operating income

 

 

13,072

 

 

48,846

 

 

(35,774)

 

(73.2)

%

 

 

48,088

 

 

13,072

 

 

35,016

 

267.9

%

Interest and other income

 

 

1,027

 

 

283

 

 

744

 

262.9

%

 

 

2,592

 

 

1,027

 

 

1,565

 

152.4

%

Interest expense

 

 

(17,008)

 

 

(11,136)

 

 

(5,872)

 

(52.7)

%

 

 

(11,549)

 

 

(17,008)

 

 

5,459

 

32.1

%

(Loss) income before income taxes and discontinued operations

 

 

(2,909)

 

 

37,993

 

 

(40,902)

 

(107.7)

%

Income tax benefit

 

 

12,991

 

 

1,434

 

 

11,557

 

805.9

%

Gain on sale of assets

 

 

53,128

 

 

 —

 

 

53,128

 

100.0

%

Income (loss) before income taxes and discontinued operations

 

 

92,259

 

 

(2,909)

 

 

95,168

 

3,271.5

%

Income tax (provision) benefit, net

 

 

(673)

 

 

12,991

 

 

(13,664)

 

(105.2)

%

Income from continuing operations

 

 

10,082

 

 

39,427

 

 

(29,345)

 

(74.4)

%

 

 

91,586

 

 

10,082

 

 

81,504

 

808.4

%

Income from discontinued operations

 

 

7,000

 

 

 —

 

 

7,000

 

100.0

%

 

 

 —

 

 

7,000

 

 

(7,000)

 

(100.0)

%

NET INCOME

 

 

17,082

 

 

39,427

 

 

(22,345)

 

(56.7)

%

 

 

91,586

 

 

17,082

 

 

74,504

 

436.2

%

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,169)

 

 

(2,053)

 

 

(116)

 

(5.7)

%

 

 

(2,376)

 

 

(2,169)

 

 

(207)

 

(9.5)

%

Preferred stock dividends

 

 

(3,208)

 

 

(3,207)

 

 

(1)

 

 —

%

 

 

(3,208)

 

 

(3,208)

 

 

 —

 

 —

%

INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

$

11,705

 

$

34,167

 

$

(22,462)

 

(65.7)

%

 

$

86,002

 

$

11,705

 

$

74,297

 

634.7

%

 

27


Table of Contents

The following table presents our unaudited operating results for our total portfolio for the nine months ended September 30, 20172018 and 2016,2017, including the amount and percentage change in the results between the two periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Nine Months Ended September 30,

    

Nine Months Ended September 30,

 

2017

 

2016

 

Change $

 

Change %

 

 

2018

 

2017

 

Change $

 

Change %

 

 

(unaudited and in thousands, except statistical data)

 

 

(in thousands, except statistical data)

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room

 

$

629,788

 

$

629,145

 

$

643

 

0.1

%

 

$

608,237

 

$

629,788

 

$

(21,551)

 

(3.4)

%

Food and beverage

 

 

222,943

 

 

221,431

 

 

1,512

 

0.7

%

 

 

217,469

 

 

222,943

 

 

(5,474)

 

(2.5)

%

Other operating

 

 

50,717

 

 

49,180

 

 

1,537

 

3.1

%

 

 

52,495

 

 

50,717

 

 

1,778

 

3.5

%

Total revenues

 

 

903,448

 

 

899,756

 

 

3,692

 

0.4

%

 

 

878,201

 

 

903,448

 

 

(25,247)

 

(2.8)

%

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel operating

 

 

516,313

 

 

517,624

 

 

(1,311)

 

(0.3)

%

 

 

507,181

 

 

516,313

 

 

(9,132)

 

(1.8)

%

Other property-level expenses

 

 

105,015

 

 

107,698

 

 

(2,683)

 

(2.5)

%

 

 

101,005

 

 

105,015

 

 

(4,010)

 

(3.8)

%

Corporate overhead

 

 

21,585

 

 

19,918

 

 

1,667

 

8.4

%

 

 

22,056

 

 

21,585

 

 

471

 

2.2

%

Depreciation and amortization

 

 

120,051

 

 

121,169

 

 

(1,118)

 

(0.9)

%

 

 

110,181

 

 

120,051

 

 

(9,870)

 

(8.2)

%

Impairment loss

 

 

34,427

 

 

 —

 

 

34,427

 

100.0

%

 

 

1,394

 

 

34,427

 

 

(33,033)

 

(96.0)

%

Total operating expenses

 

 

797,391

 

 

766,409

 

 

30,982

 

4.0

%

 

 

741,817

 

 

797,391

 

 

(55,574)

 

(7.0)

%

Operating income

 

 

106,057

 

 

133,347

 

 

(27,290)

 

(20.5)

%

 

 

136,384

 

 

106,057

 

 

30,327

 

28.6

%

Interest and other income

 

 

2,597

 

 

1,127

 

 

1,470

 

130.4

%

 

 

7,049

 

 

2,597

 

 

4,452

 

171.4

%

Interest expense

 

 

(41,341)

 

 

(47,018)

 

 

5,677

 

12.1

%

 

 

(31,609)

 

 

(41,341)

 

 

9,732

 

23.5

%

Loss on extinguishment of debt

 

 

(4)

 

 

(259)

 

 

255

 

98.5

%

 

 

 —

 

 

(4)

 

 

 4

 

100.0

%

Gain on sale of assets

 

 

45,474

 

 

18,223

 

 

27,251

 

149.5

%

 

 

68,787

 

 

45,474

 

 

23,313

 

51.3

%

Income before income taxes and discontinued operations

 

 

112,783

 

 

105,420

 

 

7,363

 

7.0

%

 

 

180,611

 

 

112,783

 

 

67,828

 

60.1

%

Income tax benefit

 

 

12,541

 

 

959

 

 

11,582

 

1,207.7

%

 

 

692

 

 

12,541

 

 

(11,849)

 

(94.5)

%

Income from continuing operations

 

 

125,324

 

 

106,379

 

 

18,945

 

17.8

%

 

 

181,303

 

 

125,324

 

 

55,979

 

44.7

%

Income from discontinued operations

 

 

7,000

 

 

 —

 

 

7,000

 

100.0

%

 

 

 —

 

 

7,000

 

 

(7,000)

 

(100.0)

%

NET INCOME

 

 

132,324

 

 

106,379

 

 

25,945

 

24.4

%

 

 

181,303

 

 

132,324

 

 

48,979

 

37.0

%

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(6,344)

 

 

(5,358)

 

 

(986)

 

(18.4)

%

 

 

(7,189)

 

 

(6,344)

 

 

(845)

 

(13.3)

%

Preferred stock dividends and redemption charge

 

 

(9,622)

 

 

(12,756)

 

 

3,134

 

24.6

%

Preferred stock dividends

 

 

(9,622)

 

 

(9,622)

 

 

 —

 

 —

%

INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

$

116,358

 

$

88,265

 

$

28,093

 

31.8

%

 

$

164,492

 

$

116,358

 

$

48,134

 

41.4

%

 

29


Table of Contents

Operating Statistics.  The following table includes comparisons of the key operating metrics for our Comparable Portfolio (26 hotels).Portfolio.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

2017

 

2016

 

Change

 

 

2018

 

2017

 

Change

 

    

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

 

    

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

 

Comparable Portfolio

 

85.6

%  

$

209.23

 

$

179.10

 

86.0

%  

$

204.26

 

$

175.66

 

(40)

bps  

2.4

%  

2.0

%

 

86.1

%  

$

229.31

 

$

197.44

 

87.0

%  

$

218.82

 

$

190.37

 

(90)

bps  

4.8

%  

3.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2017

 

2016

 

Change

 

 

2018

 

2017

 

Change

 

 

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

 

 

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

    

Occ%

    

ADR

    

RevPAR

 

Comparable Portfolio

 

83.4

%  

$

209.76

 

$

174.94

 

83.7

%  

$

202.43

 

$

169.43

 

(30)

bps  

3.6

%  

3.3

%

 

84.0

%  

$

227.00

 

$

190.68

 

84.9

%  

$

220.37

 

$

187.09

 

(90)

bps  

3.0

%  

1.9

%

 

Room revenue. Room revenue decreased $1.9$8.1 million, or 0.9%3.8%, for the three months ended September 30, 20172018 as compared to the three months ended September 30, 20162017 as follows:

 

The decrease in room revenue during the third quarter of 20172018 as compared to the same period in 20162017 was primarily due to our sales of both the FairmontMarriott Philadelphia and the Marriott Quincy in January 2018, and the Hyatt Regency Newport Beach in February 2017 and the Marriott Park City in June 2017 (the “Two 2017 Sold Hotels”). The sales of the Two 2017 Sold Hotels caused room revenue to decrease by $7.4 million in the third quarter of 2017 as compared to the same period in 2016.

The decrease in room revenue caused by the sales of the Two 2017 Sold Hotels was partially offset by our purchase of the Oceans Edge Hotel & Marina in July 2017, as well as by increased room revenue generated by the same 26 hotels we owned during both the third quarters and first nine months of 2017 and 2016 (our “Existing Portfolio”). The Oceans Edge Hotel & Marina generated $1.2 million in room revenue during the third quarter of 2017. Both revenues and expenses at the Oceans Edge Hotel & Marina were negatively impacted during the third quarter of 2017 by Hurricane Irma, as noted above in the 2017 Year-To-Date Highlights. Room revenue generated by our Existing Portfolio increased $4.3 million during the third quarter of 2017 as compared to the same period in 2016 due to an increase in ADR ($5.1 million), partially offset by a decrease in occupancy ($0.8 million). The increase in ADR was primarily driven by strong ADR growth post-repositioning at both the Boston Park Plaza and the Wailea Beach Resort. During the third quarter of 2016, the Boston Park Plaza was just beginning to ramp up post-repositioning, while the Wailea Beach Resort continued to have 12,570 room nights out of service, displacing approximately $3.1 million in room revenue based on the hotel achieving a potential 82.7% occupancy rate and RevPAR of $205.72 without the renovation. Strong ADR growth was also achieved by our Renaissance Washington DC and Marriott Tysons Corner hotels due to an improved convention calendar in Washington DC, which allowed the hotels to increase both group and transient room rates. These increases in ADR were partially offset by increased competition from new hotels in both Chicago and New York City and from recently renovated hotels near the Los Angeles International Airport. In addition, ADR decreased in Philadelphia due to the impact of the Democratic National Convention in July 2016, in Orlando due to record breaking group rooms during the third quarter 2016, and in San Francisco due to a shift in the convention calendar.

The decrease in our Existing Portfolio’s occupancy during the third quarter of 2017 as compared to the same period in 2016 was caused by 13,874 fewer group room nights, partially offset by 9,997 more transient room nights. Group room nights decreased in Philadelphia due to the impact of the Democratic National Convention in July 2016, in Orlando due to strong group performance during the third quarter 2016, and in San Diego due to a weak third quarter 2017 convention calendar. These decreases were partially offset by increases in group room nights at both the Boston Park Plaza and the Wailea Beach Resort post-repositioning, and in San Francisco due to the hotel generating stronger in-house business during the third quarter of 2017 as compared to the same period in 2016. Transient room nights increased most significantly at the Wailea Beach Resort post-repositioning, and in San Diego where the hotel needed to backfill occupancy due to a weak third quarter 2017 convention calendar. These increases were partially offset by decreases in transient room nights at our Houston hotels due to a weak energy market combined with Hurricane Harvey-related cancellations, and at the Boston Park Plaza where the hotel strategically re-mixed out of lower rated transient business.

Room revenue increased $0.6 million, or 0.1%, for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 as follows:

The Oceans Edge Hotel & Marina generated $1.2 million in room revenue during the first nine months of 2017. Both revenues and expenses at the Oceans Edge Hotel & Marina were negatively impacted by Hurricane Irma, as noted above in the 2017 Year-To-Date Highlights.  

Room revenue generated by our Existing Portfolio, increased $18.2 million during the first nine months of 2017 as compared to the same period in 2016 due to an increase in ADR ($21.9 million), partially offset by a decrease in occupancy ($3.7 million). The increase in ADR was primarily driven by strong demand, allowing for strong ADR growth in Washington DC due to improved convention calendars. In addition, both the Renaissance Washington DC and the Marriott Tysons Corner experienced double-digit

30


Table of Contents

ADR growth earlier in the year as a result of the Presidential inauguration and the Women’s March on Washington. The Boston Park Plaza and the Wailea Beach Resort also experienced strong ADR growth post-repositioning. During the first nine months of 2016, a combined total of 27,459 room nights were out of service at these two hotels, displacing approximately $6.5 million in room revenue based on the hotels achieving a potential combined 77.6% occupancy rate and combined RevPAR of $165.06 without the renovations. These increases in ADR were partially offset by weak markets and convention calendars in Baltimore, Houston and New Orleans, increased competition in Chicago and New York City, and a weak energy market combined with Hurricane Harvey-related cancellations in Houston.

The decrease in our Existing Portfolio’s occupancy during the first nine months of 2017 as compared to the same period in 2016 was caused by 19,353 fewer group room nights slightly offset by 1,614 more transient room nights. Both group and transient room nights decreased at our Houston hotels due to a weak energy market combined with Hurricane Harvey-related cancellations and a decline in contract business. Group room nights decreased in Orlando, New Orleans, San Francisco and San Diego due to weak convention calendars. These decreases were partially offset by increases in group room nights at both the Boston Park Plaza and the Wailea Beach Resort post-repositioning. The 1,614 increase in transient room nights was caused by significant increases at both the Boston Park Plaza and the Wailea Beach Resort post-repositioning, and in Orlando due to increased leisure demand from new attractions at local theme parks. These transient room increases were largely offset by decreases at our Houston hotels as noted above, and at several of our hotels who pushed transient rate at the expense of occupancy.

We sold one hotel in 2016 and two hotels year-to-date in 2017: the Sheraton Cerritos in May 2016; the Fairmont Newport Beach in February 2017; and the Marriott Park City in June 20172018 (the “Three Sold Hotels”). The sales of the Three Sold Hotels caused room revenue to decrease by $18.7$15.2 million in the third quarter of 2018 as compared to the same period in 2017.

28


Table of Contents

Room revenue generated by the same 23 hotels we owned during both the third quarters of 2018 and 2017 (our “Existing Portfolio”) increased $5.4 million during the third quarter of 2018 as compared to the same period in 2017 due to a $9.4 million increase in ADR partially offset by a $4.0 million decrease in occupancy. The overall increase in ADR was primarily driven by increases net of decreases in the average daily rate at the following hotels: 

ADR

Increases

Decreases

Embassy Suites Chicago

Houston hotels

Embassy Suites La Jolla

Los Angeles International Airport hotels

Hilton Garden Inn Chicago Downtown/Magnificent Mile

Renaissance Washington DC

Hilton San Diego Bayfront

Hyatt Centric Chicago Magnificent Mile

Hyatt Regency San Francisco

JW Marriott New Orleans

Marriott Tysons Corner

Wailea Beach Resort

The decrease in our Existing Portfolio’s occupancy during the third quarter of 2018 as compared to the same period in 2017 was caused by 12,238 fewer group room nights, combined with 5,959 fewer transient room nights. The overall net decreases in room nights occurred primarily at the following hotels:

Group Room Nights

Increases

Decreases

Embassy Suites La Jolla

Boston Park Plaza

Hilton San Diego Bayfront

Houston hotels

Wailea Beach Resort

Hyatt Regency San Francisco

Marriott Portland

Renaissance Washington DC

Renaissance Westchester

Transient Room Nights

Increases

Decreases

Boston Park Plaza

Embassy Suites La Jolla

Houston hotels

Hilton San Diego Bayfront

Hyatt Regency San Francisco

JW Marriott New Orleans (1)

Marriott Tysons Corner

(1)

Occupancy was negatively impacted during the third quarter of 2018 as compared to the same period in 2017 by a room renovation at the JW Marriott New Orleans. During the third quarter of 2018, a total of 4,447 room nights were out of service at the hotel, displacing approximately $0.7 million in room revenue based on the hotel achieving a potential 71.9% occupancy rate and RevPAR of $114.22 without the renovation.

Room revenue generated by the Oceans Edge Resort & Marina, which we purchased in July 2017, increased $1.7 million during the third quarter of 2018 as compared to the same period in 2017.

For the nine months ended September 30, 2018, room revenue decreased $21.6 million, or 3.4%, as compared to the nine months ended September 30, 2017 as follows:

The decrease in room revenue during the first nine months of 2018 as compared to the same period in 2017 was primarily due to our sales of both the Marriott Philadelphia and the Marriott Quincy in January 2018, the Hyatt Regency Newport Beach in July 2018, the Fairmont Newport Beach in February 2017, and the Marriott Park City in June 2017 (the “Five Sold Hotels”). The sales of the Five Sold Hotels caused room revenue to decrease by $38.1 million in the first nine months of 20172018 as compared to the same period in 2016.2017.

Partially offsetting this decrease, the Oceans Edge Resort & Marina increased our room revenue by $9.4 million during the first nine months of 2018 as compared to the same period in 2017.

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Table of Contents

In addition, room revenue generated by our Existing Portfolio increased $7.2 million during the first nine months of 2018 as compared to the same period in 2017 due to a $15.1 million increase in ADR partially offset by a $7.9 million decrease in occupancy. The overall increase in ADR was primarily driven by increases net of decreases in the average daily rate at the following hotels: 

ADR

Increases

Decreases

Embassy Suites Chicago

Houston hotels

Embassy Suites La Jolla

Los Angeles International Airport hotels

Hilton Garden Inn Chicago Downtown/Magnificent Mile

Renaissance Washington DC

Hilton San Diego Bayfront

Hilton Times Square

Hyatt Centric Chicago Magnificent Mile

Hyatt Regency San Francisco

Marriott Boston Long Wharf

Marriott Tysons Corner

New Orleans hotels

Wailea Beach Resort

The decrease in our Existing Portfolio’s occupancy during the first nine months of 2018 as compared to the same period in 2017 was caused by 50,043 fewer group room nights, partially offset by 13,764 more transient room nights. The overall net decreases in room nights occurred primarily at the following hotels:

Group Room Nights

Increases

Decreases

Embassy Suites La Jolla

Boston Park Plaza

Hilton San Diego Bayfront

Houston hotels

Renaissance Orlando at SeaWorld®

Hyatt Regency San Francisco (1)

Wailea Beach Resort

JW Marriott New Orleans (1)

Marriott Boston Long Wharf (1)

Renaissance Harborplace

Renaissance Washington DC

Transient Room Nights

Increases

Decreases

Boston Park Plaza

Hilton New Orleans

Chicago hotels

Hilton San Diego Bayfront

Hyatt Regency San Francisco (1)

JW Marriott New Orleans (1)

Houston hotels

Marriott Boston Long Wharf (1)

Renaissance Long Beach

Marriott Tysons Corner

Renaissance Westchester

Renaissance Los Angeles Airport (1)

Wailea Beach Resort

Renaissance Orlando at SeaWorld®

(1)

Occupancy was negatively impacted during the first nine months of 2018 as compared to the same period in 2017 by the Four Renovation Hotels. During the first nine months of 2018, a total of 36,324 room nights were out of service at these four hotels, displacing approximately $8.0 million in room revenue based on the hotels achieving a combined potential 85.3% occupancy rate and RevPAR of $206.85 without the renovations.

 

Food and beverage revenue. Food and beverage revenue decreased $0.1$4.9 million, or 0.1%7.1%, for the three months ended September 30, 20172018 as compared to the three months ended September 30, 20162017 as follows:

 

The Two 2017Three Sold Hotels caused food and beverage revenue to decrease by $3.0$6.5 million in the third quarter of 20172018 as compared to the same period in 2016.2017.

 

The Oceans Edge Hotel & Marina

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Table of Contents

Food and beverage revenue generated $0.2by our Existing Portfolio increased $1.2 million during the third quarter of 2018 as compared to the same period in 2017 primarily due to a net increase in banquet and event technology revenue along with a net increase in outlet revenue at the following hotels:

Banquet and Event Technology Revenue

Increases

Decreases

Hilton San Diego Bayfront

Boston Park Plaza

Renaissance Orlando at SeaWorld®

Hilton North Houston

Wailea Beach Resort

Hyatt Centric Chicago Magnificent Mile

Hyatt Regency San Francisco

JW Marriott New Orleans (1)

Marriott Boston Long Wharf

Marriott Portland

Renaissance Harborplace

Renaissance Los Angeles Airport

Outlet Revenue

Increases

Decreases

Hilton San Diego Bayfront

Hyatt Regency San Francisco

Marriott Boston Long Wharf

JW Marriott New Orleans (1)

Renaissance Washington DC

Wailea Beach Resort

(1)

Renovation-related disruption negatively impacted food and beverage revenue during the third quarter of 2018.

In addition, food and beverage revenue at the Oceans Edge Resort & Marina increased $0.4 million during the third quarter of 2018 as compared to the same period in 2017.

For the nine months ended September 30, 2018, food and beverage revenue decreased $5.5 million, or 2.5%, as compared to the nine months ended September 30, 2017 as follows:

The Five Sold Hotels caused food and beverage revenue to decrease by $16.3 million in the first nine months of 2018 as compared to the same period in 2017.

 

Food and beverage revenue generated by our Existing Portfolio increased $2.7$9.2 million during the third quarterfirst nine months of 20172018 as compared to the same period in 20162017 primarily due to increaseda net increase in banquet and event technology revenue along with a net increase in outlet revenue at the following hotels:

Banquet and Event Technology Revenue

Increases

Decreases

Boston Park Plaza

Hilton North Houston

Hilton San Diego Bayfront

Hyatt Centric Chicago Magnificent Mile

Hyatt Regency San Francisco (1)

JW Marriott New Orleans (1)

Renaissance Los Angeles Airport (1)

Marriott Boston Long Wharf (1)

Renaissance Orlando at SeaWorld®

Renaissance Harborplace

Renaissance Washington DC

Wailea Beach Resort

Outlet Revenue

Increases

Decreases

Hilton North Houston

Hyatt Regency San Francisco (1)

Hilton San Diego Bayfront

JW Marriott New Orleans (1)

Renaissance Long Beach

Marriott Boston Long Wharf (1)

Renaissance Orlando at SeaWorld®

Renaissance Washington DC

Wailea Beach Resort

(1)

Renovation-related disruption negatively impacted food and beverage revenue during the first nine months of 2018.

In addition, the Oceans Edge Resort & Marina increased our food and the Wailea Beach Resort due to higher quality group business available post-repositioning, as well as higher food, beverage and event technology spend per group attendee at both the Hyatt Regency San Francisco and the Hilton San Diego Bayfront. These increases were partially offsetrevenue by decreased banquet revenue in Orlando due to strong group business$1.6 million during the third quarter last year. Outlet revenue also increased in the third quarterfirst nine months of 20172018 as compared to the same period in 2016 at the Wailea Beach Resort due to the hotel regaining displaced restaurant revenues post-repositioning, as well as at the Hyatt Regency San Francisco due to the introduction of a new grab-and-go concept, and at the Hilton San Diego Bayfront due to an increase in leisure occupancy. These increases were partially offset by decreased outlet revenue at the Renaissance Washington DC due to the leasing of a previously hotel-run outlet, as well as at the Boston Park Plaza due to a decrease in transient occupancy and at the Marriott Quincy as the newly-renovated restaurant begins to ramp up.

Food and beverage revenue increased $1.5 million, or 0.7%, for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 as follows:

The Oceans Edge Hotel & Marina generated $0.2 million in food and beverage revenue during the first nine months of 2017.

Food and beverage revenue generated by our Existing Portfolio increased $9.6 million during the first nine months of 2017 as compared to the same period in 2016 primarily due to increased banquet and outlet revenue at the Boston Park Plaza and the Wailea Beach Resort due to additional restaurant and meeting space options available post-repositioning, as well as at the Hyatt Regency San Francisco due to the redesign of certain restaurant and lounge areas and the introduction of a new grab-and-go concept, and at the Hilton San Diego Bayfront due to strong convention calendar in the first half of the year, along with an increase in the number of customers at the hotel’s outlets. In addition, banquet revenue increased during the first nine months of 2017 as compared to the same period in 2016 at the JW Marriott New Orleans and the Renaissance Baltimore due to increases in the number of groups, as well as group spend. These increases were partially offset by decreased banquet revenue in Orlando due to a strong 2016, as well as in Houston due to a weak market and hurricane-related cancellations, along with at the Marriott Quincy due to renovation of the function space during the first quarter of 2017.  In addition, outlet revenue decreased at the Renaissance Washington DC due to the leasing of a previously hotel-run outlet combined with decreased guest capture at the remaining outlets, and at the Marriott Quincy due to a restaurant renovation during the first few months of 2017. In addition, room service revenue decreased at the Hyatt Regency San Francisco due to the restructuring of this dining option.

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The Three Sold Hotels caused food and beverage revenue to decrease by $8.3 million in the first nine months of 2017 as compared to the same period in 2016.

Other operating revenue. Other operating revenue increased $2.6decreased $1.6 million, or 15.5%8.2%, for the three months ended September 30, 20172018 as compared to the three months ended September 30, 20162017 as follows:

The Oceans Edge Hotel & Marina generated $0.4 million in other operating revenue during the third quarter of 2017.

Other operating revenue in our Existing Portfolio increased $3.0 million for the three months ended September 30, 2017 as compared to the same period in 2016, primarily due to our managers taking a more aggressive stance on collecting attrition and cancellation revenues, along with increased resort fees and tenant lease revenue (including the year-over-year effect of our third quarter 2016 write-off of a $0.2 million above market lease intangible asset due to the renovation-related closure of a tenant’s space at the Wailea Beach Resort). These increases in other operating revenue were partially offset by decreases in telephone/internet revenue.

The Two 2017 Sold Hotels caused other operating revenue to decrease by $0.8 million in the third quarter of 2017 as compared to the same period in 2016.

Other operating revenue increased $1.5 million, or 3.1%, for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 as follows:

The Oceans Edge Hotel & Marina generated $0.4 million in other operating revenue during the first nine months of 2017.

Other operating revenue in our Existing Portfolio increased $2.8 million for the nine months ended September 30, 2017 as compared to the same period in 2016, primarily due to the same reasons noted above in the discussion regarding the third quarter, combined with increased retail revenue at the Wailea Beach Resort. These increases to other operating revenue for the first nine months of 2017 as compared to the same period in 2016 were partially offset by decreases in parking revenue, telephone/internet revenue and commissions.

 

The Three Sold Hotels caused other operating revenue to decrease by $1.7$1.4 million in the third quarter of 2018 as compared to the same period in 2017.

Other operating revenue in our Existing Portfolio decreased $0.9 million during the three months ended September 30, 2018 as compared to the same period in 2017, primarily due to decreased cancellation revenue at the Houston hotels, which collected Hurricane Harvey-related fees in the third quarter of 2017. In addition, other operating revenue in our Existing Portfolio decreased due to reductions in telephone/internet revenue, commissions and other miscellaneous revenues. These decreases were partially offset by increased facility fees, parking revenue, attrition revenue and tenant lease revenue.

Other operating revenue at the Oceans Edge Resort & Marina increased $0.7 million during the third quarter of 2018 as compared to the same period in 2017.

For the nine months ended September 30, 2018, other operating revenue increased $1.8 million, or 3.5%, as compared to the nine months ended September 30, 2017 as follows:

The Oceans Edge Resort & Marina increased our other operating revenue by $3.6 million during the first nine months of 2018, including $0.8 million in business interruption proceeds recognized during the first quarter related to Hurricane Irma, which negatively impacted the hotel during the third and fourth quarters of 2017.

Other operating revenue in our Existing Portfolio increased $0.6 million during the first nine months of 2018 as compared to the same period in 2017, primarily due to increased facility fees, parking revenue, attrition revenue and tenant lease revenue. These increases were partially offset by decreased cancellation revenue at the Houston hotels as noted above in the discussion regarding the third quarter, along with decreased telephone/internet revenue, commissions and other miscellaneous revenues.

The Five Sold Hotels caused other operating revenue to decrease by $2.4 million in the first nine months of 20172018 as compared to the same period in 2016.2017.

 

Hotel operating expenses.  Hotel operating expenses, which are comprised of room, food and beverage, advertising and promotion, repairs and maintenance, utilities, franchise costs, property tax, ground lease and insurance, and other hotel operating expenses increased $2.3decreased $8.8 million, or 1.3%5.0%, during the three months ended September 30, 20172018 as compared to the three months ended September 30, 20162017 as follows:

 

The Oceans Edge Hotel & Marina generated $2.0 million inThree Sold Hotels caused hotel operating expenses duringto decrease by $13.2 million in the third quarter of 2017, including $0.7 million2018 as compared to the same period in Hurricane Irma-related restoration expenses which are included in repairs and maintenance expense in our consolidated statements of operations. 2017.

 

Hotel operating expenses in our Existing Portfolio increased $7.2$3.8 million during the three months ended September 30, 20172018 as compared to the same period in 2016.2017. This increase is primarily related to the corresponding increases in room revenue, and food and beverage revenue. In addition, hotel operating expenses in our Existing Portfolio increased in the third quarter of 20172018 as compared to the same period in 20162017 due to the following increased expenses: advertisingutilities due to increased electricity rates and promotionhigher occupancy at some of our hotels; franchise costs due to increased revenues; property taxes due to increased rates and assessments received at several of our hotels; and Hawaii general excise tax due to higher revenue at the Wailea Beach Resort. Slightly offsetting these increases, the following expenses decreased: advertising and promotion, particularly at the Wailea Beach Resort as the hotel incurred additional expenses during the third quarter of 2017 to promote the hotel post-repositioning; repairs and maintenance due to a total of $1.0 million in hurricane-related restoration expenses recorded for the Houston hotels and the Renaissance Orlando at SeaWorld®, along with increased payroll and related costs in this department and increased building and elevator maintenance; utilities due to increased electricity, water and sewer costs; franchise costs due to the increase in revenues; property taxes due to increased assessments received at several of our hotels, along with increased appeal fees; and Hawaii general excise tax (“GET”) due to higher revenue at the Wailea Beach Resort post-repositioning.

The Two 2017 Sold Hotels caused hotel operating expenses to decrease by $6.9 million in during the third quarter of 20172017; building space rent expense at the Renaissance Washington DC due to our purchase of the Element in May 2018; ground lease expense at the JW Marriott New Orleans due to our purchase of the land underlying the hotel in July 2018; and common area maintenance expense due to a year-over-year reduction in expense at the Hyatt Centric Chicago Magnificent Mile. Our purchases of the Element in May 2018 and the land underlying the JW Marriott New Orleans in July 2018 will decrease our future quarterly ground and building space rent expense by approximately $0.5 million.

In addition, hotel operating expenses at the Oceans Edge Resort & Marina increased $0.6 million during the third quarter of 2018 as compared to the same period in 2016.

Hotel operating expenses decreased $1.3 million, or 0.3%, during the nine months ended September 30, 2017, as comparedprimarily due to the nine months ended September 30, 2016 as follows:

The Three Sold Hotels causedcorresponding increases in room revenue and food and beverage revenue. Partially offsetting the increased hotel operating expenses, to decrease by $17.9 million inrepairs and maintenance expense decreased at the first nine monthsOceans Edge Resort & Marina during the third quarter of 20172018 as compared to the same period in 2016.2017 as we recorded $0.7 million in hurricane-related restoration expenses during the third quarter of 2017.

 

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The Oceans Edge Hotel & Marina generated $2.0 million inFor the nine months ended September 30, 2018, hotel operating expenses duringdecreased $9.1 million, or 1.8%, as compared to the nine months ended September 30, 2017 as follows:

The Five Sold Hotels caused hotel operating expenses to decrease by $32.7 million in the first nine months of 2017, including $0.7 million2018 as compared to the same period in Hurricane Irma-related restoration expenses which are included in repairs and maintenance expense in our consolidated statements of operations.2017.

 

Hotel operating expenses in our Existing Portfolio increased $14.6$17.2 million during the nine months ended September 30, 20172018 as compared to the same period in 2016.2017. This increase is primarily related to the corresponding increases in room revenue, and food and beverage revenue and retail revenue. In addition, hotel operating expenses in our Existing Portfolio increased in the first nine months of 20172018 as compared to the same period in 20162017 due to the following increased expenses: advertising and promotion at both the Boston Park Plaza and the Wailea Beach Resort to promote the hotels post-repositioning; repairs and maintenance due to increased payroll and related costs in this department as well as increased contract and professional services, employee safety, landscaping, plumbing, heating and waste removal; utilities due to a totalcold winter affecting our Midwest and East Coast hotels, along with increased electricity rates and higher occupancy at some of our hotels; franchise costs due to increased revenues; property taxes due to increased assessments received at several of our hotels; ground lease percentage rent at the Hilton San Diego Bayfront due to higher revenues at the hotel; and Hawaii general excise tax due to higher revenue at the Wailea Beach Resort. These increases were partially offset by the following decreased expenses: advertising and promotion, particularly at the Wailea Beach Resort as the prior year included additional costs to promote the hotel post-repositioning; hurricane-related restoration expenses included in repairs and maintenance as the prior year included $1.0 million in hurricane-related restoration expenses recorded for the Houston hotels and the Renaissance Orlando at SeaWorld®, along with increased payroll and related costs in this department and increased; building and elevator maintenance; utilitiesspace rent expense at the Renaissance Washington DC due to increased water and sewer costs; franchise costsour purchase of the Element in May 2018; ground lease expense at the JW Marriott New Orleans due to our purchase of the increaseland underlying the hotel in revenues; property taxesJuly 2018; and common area maintenance expense due to increased assessments received at several of our hotels, along with thea year-over-year effect of the variancereduction in assessment decreases received at our three Chicago hotels, partially offset by decreased appeal fees; building rentexpense at the Hyatt Centric Chicago Magnificent MileMile. Our purchases of the Element in May 2018 and the land underlying the JW Marriott New Orleans in July 2018 will decrease our future annual ground and building space rent expense by approximately $1.9 million.

The Oceans Edge Resort & Marina increased our hotel operating expenses by $6.4 million during the first nine months of 2018, primarily due to the corresponding increases in room revenue and food and beverage revenue. Partially offsetting the increased hotel operating expenses, repairs and maintenance expense decreased at the Oceans Edge Resort & Marina during the first nine months of 2018 as compared to the operating lease credit received from the landlord was lesssame period in 2017 than it wasas we recorded $0.1 million in 2016;hurricane-related restoration expenses year-to-date in 2018 and Hawaii GET due to higher revenue at$0.7 million in hurricane-related restoration expenses during the Wailea Beach Resort post-repositioning.same period in 2017.  

 

Other property-level expenses.  Other property-level expenses decreased $0.5$2.9 million, or 1.4%8.5%, during the three months ended September 30, 20172018 as compared to the three months ended September 30, 20162017 as follows:

 

The Two 2017Three Sold Hotels caused other property-level expenses to decrease by $1.4$2.8 million in the third quarter of 20172018 as compared to the same period in 2016.2017.

 

The Oceans Edge Hotel & Marina generated $0.3Other property-level expenses in our Existing Portfolio decreased $0.4 million in other property-level expensesthe third quarter of 2018 as compared to the same period in 2017, primarily due to a $1.1 million rebate received from Marriott during the third quarter of 2018 related to its sale of a hospitality procurement supply company, combined with decreased credit and collection expenses. These decreases were partially offset by increases in the following expenses caused by higher revenue: payroll and related costs; basic and incentive management fees; and employee relations, recruitment and training.

Other property-level expenses at the Oceans Edge Resort & Marina increased $0.2 million during the third quarter of 2018 as compared to the same period in 2017.

For the nine months ended September 30, 2018, other property-level expenses decreased $4.0 million, or 3.8%, as compared to the nine months ended September 30, 2017 as follows:

The Five Sold Hotels caused other property-level expenses to decrease by $6.2 million in the first nine months of 2018 as compared to the same period in 2017.

 

Other property-level expenses in our Existing Portfolio increased $0.6$0.8 million in the third quarterfirst nine months of 20172018 as compared to the same period in 2016,2017, primarily due to increases in the following expenses caused by higher revenue: payroll and related costs; supplies;basic and incentive management fees; and credit and collection expenses; basic management fees; and employee training expenses. These increases were partially offset by decreasesa decrease in contract and professional fees, purchase rebates and incentive management fees.

Other property-level expenses decreased $2.7supplies resulting from a $1.1 million or 2.5%,rebate received from Marriott during the nine months ended September 30, 2017 as comparedthird quarter of 2018 related to the nine months ended September 30, 2016 as follows:its sale of a hospitality procurement supply company.

 

The Three Sold Hotels causedOceans Edge Resort & Marina increased our other property-level expenses to decrease by $3.7$1.4 million induring the first nine months of 20172018 as compared to the same period in 2016.

The Oceans Edge Hotel & Marina generated $0.3 million in other property-level expenses during the first nine months of 2017.

Other property-level expenses in our Existing Portfolio increased $0.7 million in the first nine months of 2017 as compared to the same period in 2016, primarily due to increases in the following expenses caused by higher revenue: basic and incentive management fees; payroll and related costs; supplies; credit and collection expenses; employee relocation and training; and permits and licenses. Partially offsetting these increased expenses, legal fees decreased during the first nine months of 2017 as compared to the same period in 2016 as we recognized a $1.0 million lease termination fee in the second quarter of 2016, combined with decreased contract and professional fees and purchase rebates.

Corporate overhead expense.  Corporate overhead expense increased $0.8 million, or 13.2%, during the three months ended September 30, 2017 as compared to the three months ended September 30, 2016, primarily due to increased due diligence costs, the majority of which relates to our purchase of the Oceans Edge Hotel & Marina in July 2017, combined with increased deferred stock compensation expense, payroll and related costs and donations expense. These increases were partially offset by decreased employee relocation expense and travel expenses.

Corporate overhead expense increased $1.7 million, or 8.4%, during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016, primarily due to the same reasons noted above in the discussion regarding the third quarter, combined with increased Hawaii GET recognized during the first quarter of 2017 related to a $5.0 million performance guarantee provided by the manager of the Wailea Beach Resort.

Depreciation and amortization expense.  Depreciation and amortization expense decreased $0.7 million, or 1.8%, during the three months ended September 30, 2017 as compared to the three months ended September 30, 2016 as follows:

 

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The Two 2017 Sold Hotels caused depreciation and amortization to decrease by $1.6Corporate overhead expense.  Corporate overhead expense increased $0.1 million induring the third quarter of 2017three months ended September 30, 2018 as compared to the same period in 2016.

The Oceans Edge Hotel & Marina caused depreciation and amortization to increase $0.7 million in the third quarter of 2017.

Depreciation and amortization expense in our Existing Portfolio increased $0.1 million in the third quarter ofthree months ended September 30, 2017, as compared to the same period in 2016,primarily due to additional depreciation recognized at the Boston Park Plazaincreased deferred stock compensation and the Wailea Beach Resort post-repositioning,office rent, partially offset by decreases in depreciationdecreased donations and due to fully depreciated assets, as well as the year-over-year effect of our third quarter 2016 write-off of a $0.1 million in-place lease intangible asset due to the renovation-related closure of a tenant’s space at the Wailea Beach Resort.diligence costs.

 

Depreciation and amortizationCorporate overhead expense decreased $1.1increased $0.5 million, or 0.9%2.2%, during the nine months ended September 30, 20172018 as compared to the nine months ended September 30, 20162017, primarily due to increased payroll and related costs, deferred stock compensation and office rent, partially offset by decreased donations, due diligence costs, employee recruitment expenses and sales tax audit expenses.

Depreciation and amortization expense.  Depreciation and amortization expense decreased $3.6 million, or 9.0%, during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 as follows:

 

The Three Sold Hotels caused depreciation and amortization to decrease by $4.5$2.7 million in the first nine monthsthird quarter of 20172018 as compared to the same period in 2016.

The Oceans Edge Hotel & Marina caused depreciation and amortization to increase $0.7 million in the first nine months of 2017.

 

Depreciation and amortization expense in our Existing Portfolio decreased $0.8 million in the third quarter of 2018 as compared to the same period in 2017, due to assets being fully depreciated, along with a write-down of assets at our Houston hotels during the third and fourth quarters of 2017. In addition, intangible assets consisting of advanced deposits related to our purchases of the Boston Park Plaza and the Wailea Beach Resort were fully amortized in June 2018 and July 2018, respectively. These decreases were partially offset by increased $2.6depreciation and amortization at our newly renovated hotels.

Depreciation and amortization at the Oceans Edge Resort & Marina remained relatively flat during the third quarter of 2018 as compared to the same period in 2017.

For the nine months ended September 30, 2018, depreciation and amortization expense decreased $9.9 million, or 8.2%, as compared to the nine months ended September 30, 2017 as follows:

The Five Sold Hotels caused depreciation and amortization to decrease by $7.0 million in the first nine months of 20172018 as compared to the same period in 2016,2017.

Depreciation and amortization expense in our Existing Portfolio decreased $4.4 million in the first nine months of 2018 as compared to the same period in 2017, due to the same reasons noted above in the discussion regarding the third quarter.

 

The Oceans Edge Resort & Marina increased our depreciation and amortization by $1.5 million during the first nine months of 2018 as compared to the same period in 2017.

Impairment loss.  Impairment loss totaled zero and $1.4 million for the three and nine months ended September 30, 2018, respectively, and $34.4 million for both the three and nine months ended September 30, 2017,2017. During the second quarter of 2018 and zero for both the three and nine months ended September 30, 2016. In the aftermath of Hurricane Harvey, combined with continued operational declines due to weakness in the Houston market, and in accordance with the Property, Plant and Equipment Topic of the FASB ASC, we identified indicators of impairment and reviewed our two Houston hotels for possible impairment. Based on each hotel’s undiscounted cash flow analysis, which took into account each hotel’s expected cash flow from operations, anticipated holding period and estimated proceeds from disposition, we determined that neither hotel’s carrying value was fully recoverable. As such, during the third quarter of 2017, we recorded a total impairment chargelosses of $1.4 million and $34.4 million, including $27.1 million for the Hilton North Houston and $7.3 million for the Marriott Houston, which is included in impairment lossrespectively, on our consolidated statements of operations for bothHouston hotels due to weakness in the three and nine months ended September 30, 2017.Houston market.

 

Interest and other income.  Interest and other income increased $0.7$1.6 million, or 262.9%152.4%, during the three months ended September 30, 20172018 as compared to the three months ended September 30, 2016.2017. During the third quarter of 2018, we recognized $2.6 million in interest and miscellaneous income. During the third quarter of 2017, we recognized $1.0 million in interest and miscellaneous income. In the third quarter of 2016, we recognized $0.3 million in interest and miscellaneous income.

 

Interest and other income increased $1.5$4.5 million, or 130.4%171.4%, during the nine months ended September 30, 20172018 as compared to the nine months ended September 30, 2016.2017. During the first nine months of 2018, we recognized $5.8 million in interest and miscellaneous income, along with $1.1 million in insurance proceeds for Hurricane-related property damage at our Houston hotels and $0.1 million in energy rebates due to energy efficient renovations at our hotels. During the first nine months of 2017, we recognized $2.1 million in interest and miscellaneous income, and $0.2 million in energy rebates due to energy efficient renovations at our hotels.rebates. In addition, we recognized $0.3 million in earn-out proceeds related to the Royal Palm Miami Beach, which we sold in 2011. With the receipt of the $0.3 million during the first quarter of 2017, the earn-out is complete. In the first nine months of 2016, we recognized $0.8 million in interest and miscellaneous income and $0.3 million in energy rebates due to energy efficient renovations at our hotels.

Interest expense.  We incurred interest expense as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Interest expense on debt and capital lease obligations

 

$

11,897

 

$

11,966

 

$

34,724

 

$

37,560

 

Noncash interest on derivatives and capital lease obligations, net

 

 

4,534

 

 

(1,374)

 

 

4,883

 

 

7,810

 

Amortization of deferred financing fees

 

 

577

 

 

544

 

 

1,734

 

 

1,648

 

 

 

$

17,008

 

$

11,136

 

$

41,341

 

$

47,018

 

Interest expense increased $5.9 million, or 52.7%, during the three months ended September 30, 2017 as compared to the three months ended September 30, 2016, and decreased $5.7 million, or 12.1%, during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 as follows:

 

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Interest expense.  We incurred interest expense as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2018

 

2017

 

2018

 

2017

 

Interest expense on debt and capital lease obligations

 

$

11,619

 

$

11,897

 

$

34,364

 

$

34,724

 

Noncash interest on derivatives and capital lease obligations, net

 

 

(818)

 

 

4,534

 

 

(4,995)

 

 

4,883

 

Amortization of deferred financing costs

 

 

748

 

 

577

 

 

2,240

 

 

1,734

 

 

 

$

11,549

 

$

17,008

 

$

31,609

 

$

41,341

 

Interest expense decreased $5.5 million, or 32.1%, during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017, and decreased $9.7 million, or 23.5%, during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 as follows:

Interest expense on our debt and capital lease obligations decreased $0.1$0.3 million and $2.8$0.4 million during the three and nine months ended September 30, 2017,2018, respectively, as compared to the same periods in 20162017 as a result of lower balances due to monthly amortization, a loan repayment during 2017 and loan repayments during 2016 and 2017.lower interest on our variable rate debt. Partially offsetting these decreases, interest expense on our debt and capital lease obligations increased due to higher interest on our variable rate debt,issuance of the Senior Notes in January 2017, as well as interest on our Senior Notes issued in January 2017 anddue to the cash component of interest on the Courtyard by Marriott Los Angeles ground lease, which we reclassified as a capital lease in the third quarter of 2017 (see discussion below).2017.

 

Noncash interest on derivatives and capital lease obligations, net increased $5.9decreased $5.4 million and decreased $2.9$9.9 million during the three and nine months ended September 30, 2017,2018, respectively, as compared to the same periods in 2016.2017. The noncash changes in the fair market values of our derivatives increaseddecreased interest expense $1.3$0.8 million and $5.5 million during the third quarter of 2017 as compared to the third quarter of 2016, and decreased interest expense $7.5 million during the first nine months of 2017 as compared to the same period in 2016. Noncash interest on our capital lease obligations increased interest expense $4.6 million for both the three and nine months ended September 30, 20172018, respectively, as compared to the same periods in 2016. During the third quarter of 2017, we corrected an immaterial error by reclassifying the Courtyard by Marriott Los Angeles ground lease from an operating lease to a capital lease due to the lease containing a future purchase right option. Upon examination of this future purchase right option, we determined that the economic disincentive for continuing to lease the property will be so significant that we will likely exercise the option. This reclassification resulted in a cumulative immaterial increase of $4.5 million to noncash interest expense for both the three and nine months ended September 30, 2017. In addition, the noncash component of interest on our capital lease obligations increased $0.1decreased by $4.5 million and $4.4 million during the three and nine months ended September 30, 20172018, respectively, due to our reclassification of the Courtyard by Marriott Los Angeles ground lease to a capital lease in the third quarter of 2017.

Finally, amortization of deferred financing costs increased interest expense by $0.2 million and $0.5 million during the third quarter and first nine months of 2018, respectively, as compared to the same periods in 2016.

Finally, while amortization of deferred financing fees remained relatively flat in the third quarter of 2017 as compared to the same period in 2016, amortization of deferred financing fees increased interest expense by $0.1 million during the nine months ended September 30, 2017 as compared to the same period in 2016 due to additional feescosts incurred on our Senior Notes issuedrefinancing of the debt secured by the Hilton San Diego Bayfront in JanuaryNovember 2017.

 

Our weighted average interest rate per annum, including our variable rate debt obligation, was approximately 4.3%4.2% and 4.4%4.3% at September 30, 20172018 and 2016,2017, respectively. Approximately 77.7% and 77.8% of our outstanding notes payable had fixed interest rates at both September 30, 2018 and 2017, and 2016.

For information regarding our 2017 debt transactions, see the discussion included in “Liquidity and Capital Resources-Debt.”respectively.

 

Loss on extinguishment of debt. Loss on extinguishment of debt totaled zero for both the three months ended September 30, 2018 and 2017, and 2016,zero and $4,000 and $0.3 million for the nine months ended September 30, 20172018 and 2016,2017, respectively. During the first nine months of 2017, we recognized a loss of $4,000 related to our repayment of debt secured by the Marriott Boston Long Wharf. During the first nine months of 2016, we recognized losses of $0.1 million during the first quarter and $0.2 million during the second quarter related to our repayments of debt secured by the Boston Park Plaza and the Renaissance Orlando at SeaWorld®, respectively.

 

Gain on sale of assets. Gain on sale of assets totaled zero$53.1 million and $68.8 million for both the three and nine months ended September 30, 20172018, respectively, and 2016,zero and $45.5 million and $18.2 million for the three and nine months ended September 30, 2017, respectively. During the first nine months of 2018, we recognized a $53.1 million net gain on the July 2018 sale of the Hyatt Regency Newport Beach, and 2016, respectively.a $15.7 million net gain on the January 2018 sale of the Marriott Philadelphia and the Marriott Quincy. During the first nine months of 2017, we recognized a $1.2 million net gain on the June 2017 sale of the Marriott Park City, and a $44.3 million net gain on the February 2017 sale of the Fairmont Newport Beach during the first quarter, and a $1.2 million net gain on the sale of the Marriott Park City during the second quarter. NeitherBeach. None of these sales qualified as a discontinued operation. During the nine months ended September 30, 2016, we recognized an $18.2 million net gain on the sale of the Sheraton Cerritos during the second quarter, which did not qualify as a discontinued operation.

 

Income tax (provision) benefit, net. Income tax (provision) benefit, net totaled a provision of $0.7 million and a benefit of $0.7 million for the three and nine months ended September 30, 2018, respectively. For the three and nine months ended September 30, 2017, income tax (provision) benefit, net totaled benefits of $13.0 million and $12.5 million, respectively. We lease our hotels to the TRS Lessee and its subsidiaries, which are subject to federal and state income taxes. In addition, the REIT and Operating Partnership may also be subject to various state and local income taxes. Income tax benefit totaled $13.0 million and $12.5 million for

Our earnings are seasonal, resulting in quarterly fluctuations in our net operating losses. Accordingly, during the three and nine months ended September 30, 2017, respectively, and $1.42018, we recognized a deferred income tax provision of $0.7 million and $1.0a deferred income tax benefit of $1.1 million, respectively, related to changes primarily in our net operating loss deferred tax assets. In addition, during the third quarter of 2018, we slightly reduced our combined federal and state income tax expense based on 2018 projected taxable income net of operating loss carryforwards for our taxable entities, resulting in $0.4 million of expense recognized during the three and nine months ended September 30, 2016, respectively. 2018.

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During the third quarter of 2017, we fully released the $13.6 million valuation allowance primarily related to our federal and state net operating loss carryforwards as we determined it was more likely than not that these deferred tax assets will be realized. The decision to release the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to, historical operating results, cumulative income in recent years and forecasted earnings. In addition, during the third quarter and first nine months of 2017, we recognized combined federal and state income tax expense of $0.6 million and $1.1 million, respectively, based on 2017 projected taxable income net of operating loss carryforwards for our taxable entities.

 

As part of our ongoing evaluations of our uncertain tax positions, during the third quarter of 2016, we reversed a $1.5 million income tax accrual that we previously recorded during 2013, plus $0.1 million in accrued interest, related to the 2012 tax year. The reversal was due to the expiration of the statute of limitations for the 2012 tax year. This income tax benefit was partially offset during the third quarter and first nine months of 2016, as we recognized combined federal and state income tax expense of $0.2 million and $0.6 million, respectively, based on 2016 projected taxable income net of operating loss carryforwards for our taxable entities. 

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Income from discontinued operations.  Income from discontinued operations totaled zero for both the three and nine months ended September 30, 2018, and $7.0 million for both the three and nine months ended September 30, 2017, and zero for both the three and nine months ended September 30, 2016.2017. During the third quarter of 2017, we recognized an additional $7.0 million gain related to our 2013 sale of four hotels and a laundry facility located in Rochester, Minnesota (the “Rochester Portfolio”). Upon sale of the Rochester Portfolio in 2013, we retained a liability not to exceed $14.0 million. The recognition of the $14.0 million liability reduced our gain on the sale of the Rochester Portfolio. In the second quarter of 2014, we were released from $7.0 million of our liability, and we recorded additional gain on the sale, which we included in discontinued operations. During the third quarter of 2017, we determined that our remaining liability was remote based on the requirements of the Contingencies Topic of the FASB ASC. As such, we recorded additional gain on the sale of the Rochester Portfolio of $7.0 million, which is included in discontinued operations for both the three and nine months ended September 30, 2017.Minnesota.

 

Income from consolidated joint venture attributable to noncontrolling interest. Income from consolidated joint venture attributable to noncontrolling interest totaled $2.2$2.4 million and $2.1$2.2 million for the three months ended September 30, 20172018 and 2016,2017, respectively, and $6.3$7.2 million and $5.4$6.3 million for the nine months ended September 30, 2018 and 2017, and 2016, respectively. Consistent with the Presentation Topic of the FASB ASC, ourOur net income for the three and nine months ended September 30, 20172018 and 20162017 includes 100% of the net income generated by the entity that owns the Hilton San Diego Bayfront. The outsidethird-party’s 25.0% ownership interest in the entity that owns the Hilton San Diego Bayfront earned net income of $2.2$2.4 million and $2.1$2.2 million during the third quarterquarters of 2018 and 2017, respectively, and 2016, respectively,$7.2 million and $6.3 million and $5.4 million forduring the first nine months ended September 30,of 2018 and 2017, and 2016, respectively.

 

Preferred stock dividends and redemption charge.  Preferred stock dividends and redemption charge were incurred as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2017

 

2016

 

2017

 

2016

 

2018

 

2017

 

2018

 

2017

Series D preferred stock

 

$

 —

 

$

 —

 

$

 —

 

$

2,428

Series E preferred stock

 

 

1,998

 

 

1,998

 

 

5,994

 

 

4,462

 

$

1,998

 

$

1,998

 

 

5,994

 

 

5,994

Series F preferred stock

 

 

1,210

 

 

1,209

 

 

3,628

 

 

1,814

 

 

1,210

 

 

1,210

 

 

3,628

 

 

3,628

Redemption charge on Series D preferred stock

 

 

 —

 

 

 —

 

 

 —

 

 

4,052

 

$

3,208

 

$

3,207

 

$

9,622

 

$

12,756

 

$

3,208

 

$

3,208

 

$

9,622

 

$

9,622

We redeemed all 4,600,000 shares of our Series D preferred stock in April 2016. We recorded a redemption charge of $4.1 million during the second quarter of 2016 related to the original issuance costs of these shares, which were previously included in additional paid in capital. In March 2016, we issued 4,600,000 shares of Series E preferred stock, and in May 2016, we issued 3,000,000 shares of Series F preferred stock.

 

Non-GAAP Financial Measures. We use the following “non-GAAP financial measures” that we believe are useful to investors as key supplemental measures of our operating performance: earnings before interest expense, taxes, depreciation and amortization for real estate, or EBITDAre; Adjusted EBITDAre, excluding noncontrolling interest; FFO attributable to common stockholders,stockholders; Adjusted FFO attributable to common stockholdersstockholders; and Comparable Portfolio revenues. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. EBITDA, Adjusted EBITDA, FFO attributable to common stockholders, Adjusted FFO attributable to common stockholders and Comparable Portfolio revenues, as calculated by us,In addition, our calculation of these measures may not be comparable to other companies that do not define such terms exactly as the Company. These non-GAAP measures are used in addition to and in conjunction with results presented in accordance with GAAP. They should not be considered as alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. For example, we believe that Comparable Portfolio revenues are useful to both us and investors in evaluating our operating performance by removing the impact of non-hotel results such as the amortization of favorable and unfavorable tenant lease contracts. We also believe that our use of Comparable Portfolio revenues is useful to both us and our investors as it facilitates the comparison of our operating results from period to period by removing fluctuations caused by any acquisitions or dispositions, as well as by those hotels that we classify as held for sale, those hotels that are undergoing a material renovation or repositioning and those hotels whose room counts have materially changed during either the current or prior year. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

 

We present EBITDAre in accordance with guidelines established by the National Association of Real Estate Investment Trusts (“NAREIT”), as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Adjusted EBITDA are commonly used measures of performance in many industries.Amortization for Real Estate.” We believe EBITDA and Adjusted EBITDA arere is a useful to investors in evaluating our operating performance because these measuresmeasure to help investors evaluate and compare the results of our operations from period to period by removing the impact ofin comparison to our capital structure (primarilypeers. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) plus interest expense) and our asset base (primarilyexpense, income tax expense, depreciation and amortization) from our operating results. We also believeamortization, gains or losses on the usedisposition of EBITDAdepreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and Adjusted EBITDA facilitate comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. In addition, certain covenants includedof investments in our indebtedness use EBITDA asunconsolidated affiliates caused by a measure of financial compliance. We also use EBITDA and Adjusted EBITDA as measuresdecrease in determining the value of hotel acquisitionsdepreciated property in the affiliate, and dispositions.adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

 

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Historically, we have adjustedWe make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful information to investors regarding our operating performance, and that the presentation of Adjusted EBITDAre, excluding noncontrolling interest, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. In addition, we use both EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest as measures in determining the value of hotel acquisitions and dispositions. Our presentation of Adjusted EBITDAre, excluding noncontrolling interest results in a similar metric as our previous disclosure of

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Adjusted EBITDA. We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDA:EBITDAre, excluding noncontrolling interest:

 

·

Amortization of deferred stock compensation: we exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels.

 

·

Amortization of favorable and unfavorable contracts: we exclude the noncash amortization of the favorable management contract asset recorded in conjunction with our acquisition of the Hilton Garden Inn Chicago Downtown/Magnificent Mile, along with the favorable and unfavorable tenant lease contracts, as applicable, recorded in conjunction with our acquisitions of the Boston Park Plaza, the Hilton Garden Inn Chicago Downtown/Magnificent Mile, the Hilton New Orleans St. Charles, the Hyatt Regency San Francisco and the Wailea Beach Resort. We exclude the noncash amortization of favorable and unfavorable contracts because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.

 

·

Ground rent adjustments: we exclude the noncash expense incurred from straight-lining our ground lease obligations as this expense does not reflect the actual rent amounts due to the respective lessors in the current period and is of lesser significance in evaluating our actual performance for the current period. We do, however, include an adjustment for the cash ground lease expenses recorded on the ground lease at the Courtyard by Marriott Los Angeles and the building lease at the Hyatt Centric Chicago Magnificent Mile. In accordance with the Leases Topic of the FASB ASC, we haveWe determined that both of these leases are capital leases, and, therefore, we include a portion of the capital lease payments each month in interest expense. We include an adjustment for ground lease expense on capital leases in order to more accurately reflect the actual rent due to both hotels’ lessors in the current period, as well as the operating performance of both hotels.

 

·

Real estateUndepreciated asset transactions: we exclude the effect of gains and losses on the disposition of depreciableundepreciable assets because we believe that including them in Adjusted EBITDAre,  excluding noncontrolling interest is not consistent with reflecting the ongoing performance of our assets. In addition, material gains or losses from the depreciated value of the disposed assets could be less important to investors given that the depreciated asset value often does not reflect its market value.

 

·

Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.

 

·

Acquisition costs: under GAAP, costs associated with completed acquisitions that meet the definition of a business in accordance with the Business Combinations Topic of the FASB ASC are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company or our hotels.

 

·

Noncontrolling interest: we deductexclude the noncontrolling partner’s pro rata share of the net income (loss) allocated to the Hilton San Diego Bayfront partnership, as well as the noncontrolling partner’s pro rata share of any EBITDA adjustments related to our consolidated Hilton San Diego Bayfront partnership.re and Adjusted EBITDAre components.

 

·

Cumulative effect of a change in accounting principle: from time to time, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.

 

·

Impairment losses: we exclude the effect of impairment losses because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our remaining assets. In addition, we believe that impairment charges, which are based off of historical cost account values, are similar to gains (losses) on dispositions and depreciation expense, both of which are also excluded from Adjusted EBITDA.

·

Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for that period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; prior year property tax assessments or credits; property-level restructuring, severance and management transition costs; lease terminations; and property insurance proceeds or uninsured losses; and any gains or losses we have recognized on sales or redemptions of assets other than real estate investments.losses. 

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The following table reconciles our unaudited net income to EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest for our hotel portfolio for the three and nine months ended September 30, 20172018 and 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2017

 

2016

  

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

2018

 

2017

Net income

 

$

17,082

 

$

39,427

 

$

132,324

 

$

106,379

 

$

91,586

 

$

17,082

 

$

181,303

 

$

132,324

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

39,719

 

 

40,442

 

 

120,051

 

 

121,169

 

 

36,159

 

 

39,719

 

 

110,181

 

 

120,051

Amortization of lease intangibles

 

 

63

 

 

62

 

 

189

 

 

189

 

 

(98)

 

 

63

 

 

28

 

 

189

Interest expense

 

 

17,008

 

 

11,136

 

 

41,341

 

 

47,018

 

 

11,549

 

 

17,008

 

 

31,609

 

 

41,341

Income tax benefit

 

 

(12,991)

 

 

(1,434)

 

 

(12,541)

 

 

(959)

Noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,169)

 

 

(2,053)

 

 

(6,344)

 

 

(5,358)

Depreciation and amortization

 

 

(660)

 

 

(872)

 

 

(2,147)

 

 

(2,607)

Interest expense

 

 

(523)

 

 

(424)

 

 

(1,468)

 

 

(1,251)

EBITDA

 

 

57,529

 

 

86,284

 

 

271,405

 

 

264,580

Income tax provision (benefit), net

 

 

673

 

 

(12,991)

 

 

(692)

 

 

(12,541)

(Gain) loss on sale of assets, net

 

 

(53,077)

 

 

14

 

 

(68,740)

 

 

(45,736)

Impairment loss

 

 

 —

 

 

34,427

 

 

1,394

 

 

34,427

EBITDAre

 

 

86,792

 

 

95,322

 

 

255,083

 

 

270,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of deferred stock compensation

 

 

1,848

 

 

1,539

 

 

6,188

 

 

5,616

 

 

2,073

 

 

1,848

 

 

6,938

 

 

6,188

Amortization of favorable and unfavorable contracts, net

 

 

20

 

 

327

 

 

215

 

 

342

 

 

(2)

 

 

20

 

 

 3

 

 

215

Noncash ground rent

 

 

(281)

 

 

465

 

 

(841)

 

 

1,413

 

 

(287)

 

 

(281)

 

 

(860)

 

 

(841)

Capital lease obligation interest — cash ground rent

 

 

(575)

 

 

(351)

 

 

(1,277)

 

 

(1,053)

 

 

(590)

 

 

(575)

 

 

(1,768)

 

 

(1,277)

Loss (gain) on sale of assets, net

 

 

14

 

 

 8

 

 

(45,736)

 

 

(18,226)

Loss on extinguishment of debt

 

 

 —

 

 

 —

 

 

 4

 

 

259

 

 

 —

 

 

 —

 

 

 —

 

 

 4

Impairment loss

 

 

34,427

 

 

 —

 

 

34,427

 

 

 —

Hurricane-related uninsured losses

 

 

1,649

 

 

 —

 

 

1,649

 

 

 —

Closing costs - completed acquisition

 

 

355

 

 

 —

 

 

729

 

 

 —

Hurricane-related uninsured losses (insurance proceeds), net

 

 

25

 

 

1,649

 

 

(990)

 

 

1,649

Closing costs - completed acquisitions

 

 

 —

 

 

355

 

 

 —

 

 

729

Prior year property tax adjustments, net

 

 

(448)

 

 

(239)

 

 

(549)

 

 

(4,279)

 

 

 —

 

 

(448)

 

 

117

 

 

(549)

Property-level restructuring, severance and management transition costs

 

 

 —

 

 

18

 

 

 —

 

 

1,578

Lease termination costs

 

 

 —

 

 

 —

 

 

 —

 

 

1,000

Noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,376)

 

 

(2,169)

 

 

(7,189)

 

 

(6,344)

Depreciation and amortization

 

 

(637)

 

 

(660)

 

 

(1,915)

 

 

(2,147)

Interest expense

 

 

(513)

 

 

(523)

 

 

(1,437)

 

 

(1,468)

Noncash ground rent

 

 

72

 

 

(113)

 

 

217

 

 

(338)

 

 

72

 

 

72

 

 

217

 

 

217

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

 

(7,000)

 

 

 —

 

 

(7,000)

 

 

 —

 

 

 —

 

 

(7,000)

 

 

 —

 

 

(7,000)

 

 

30,081

 

 

1,654

 

 

(11,974)

 

 

(13,688)

 

 

(2,235)

 

 

(7,712)

 

 

(6,884)

 

 

(10,624)

Adjusted EBITDA

 

$

87,610

 

$

87,938

 

$

259,431

 

$

250,892

Adjusted EBITDAre, excluding noncontrolling interest

 

$

84,557

 

$

87,610

 

$

248,199

 

$

259,431

 

Adjusted EBITDAre, excluding noncontrolling interest was $87.6$84.6 million and $87.9$87.6 million for the three months ended September 30, 20172018 and 2016,2017, respectively, and $259.4$248.2 million and $250.9$259.4 million for the nine months ended September 30, 20172018 and 2016,2017, respectively. Adjusted EBITDAre, excluding noncontrolling interest decreased $0.3 million during both the third quarter of 2017three and nine months ended September 30, 2018 as compared to the same periodperiods in 2016,2017, primarily due to the sales of the Two 2017Five Sold Hotels in January 2018, July 2018, February 2017 and June 2017, as well as renovation-related disruption at the Four Renovation Hotels, partially offset by additional earnings generated by our Existing Portfolio, predominately by both the Boston Park Plaza and the Wailea Beach Resort post-repositioning.

Adjusted EBITDA increased $8.5 million during the first nine months of 2017 as compared to the same period in 2016, due to additional earnings generated by the Existing Portfolio, predominately by both the Boston Park Plaza and the Wailea BeachOceans Edge Resort post-repositioning. Partially offsetting these increases, Adjusted EBITDA decreased primarily due to the sales of the Three Sold Hotels& Marina acquired in May 2016, February 2017 and JuneJuly 2017.

 

We believe that the presentation of FFO attributable to common stockholders provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified noncash items such as real estate depreciation and amortization, amortization of lease intangibles, any real estate impairment loss and any gain or loss on sale of real estate assets, all of which are based on historical cost accounting and may be of lesser significance in evaluating our current performance. Our presentation of FFO attributable to common stockholders conforms to the National Association of Real Estate Investment Trusts’ (“NAREIT”)NAREIT definition of “FFO applicable to common shares.” Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do.

 

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We also present Adjusted FFO attributable to common stockholders when evaluating our operating performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance, and may facilitate comparisons of operating performance between periods and our peer companies. We adjust FFO attributable to common stockholders for the following items, which may occur in any period, and refer to this measure as Adjusted FFO attributable to common stockholders:

 

·

Amortization of favorable and unfavorable contracts: we exclude the noncash amortization of the favorable management contract asset recorded in conjunction with our acquisition of the Hilton Garden Inn Chicago Downtown/Magnificent Mile, along with the favorable and unfavorable tenant lease contracts, as applicable, recorded in conjunction with our acquisitions of the Boston Park Plaza, the Hilton Garden Inn Chicago Downtown/Magnificent Mile, the Hilton New Orleans St. Charles, the Hyatt Regency San Francisco and the Wailea Beach Resort. We exclude the noncash amortization of favorable and unfavorable contracts because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.

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Table of Contents

 

·

Noncash ground rent: we exclude the noncash expense incurred from straight-lining our ground lease obligations as this expense does not reflect the actual rent amounts due to the respective lessors in the current period and is of lesser significance in evaluating our actual performance for the current period.

 

·

Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired, as well as the noncash interest on our derivatives and capital lease obligations. We believe that these items are not reflective of our ongoing finance costs.

 

·

Acquisition costs: under GAAP, costs associated with completed acquisitions that meet the definition of a business in accordance with the Business Combinations Topic of the FASB ASC are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company or our hotels.

 

·

Noncontrolling interest: we deduct the noncontrolling partner’s pro rata share of any FFO adjustments related to our consolidated Hilton San Diego Bayfront partnership.

 

·

Cumulative effect of a change in accounting principle: from time to time, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.

 

·

Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for that period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; prior year property tax assessments or credits; changes to deferred tax assets or valuation allowances; property-level restructuring, severance and management transition costs; lease terminations; property insurance proceeds or uninsured losses; any gains or losses we have recognized on redemptions of assets other than real estate investments; and income tax benefits or provisions associated with the application of net operating loss carryforwards, uncertain tax positions or with the sale of assets other than real estate investments.

 

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The following table reconciles our unaudited net income to FFO attributable to common stockholders and Adjusted FFO attributable to common stockholders for our hotel portfolio for the three and nine months ended September 30, 20172018 and 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2017

 

2016

 

    

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

2018

 

2017

 

Net income

 

$

17,082

 

$

39,427

 

$

132,324

 

$

106,379

 

 

$

91,586

 

$

17,082

 

$

181,303

 

$

132,324

 

Preferred stock dividends and redemption charge

 

 

(3,208)

 

 

(3,207)

 

 

(9,622)

 

 

(12,756)

 

Preferred stock dividends

 

 

(3,208)

 

 

(3,208)

 

 

(9,622)

 

 

(9,622)

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

 

39,611

 

 

40,296

 

 

119,691

 

 

120,715

 

 

 

35,970

 

 

39,611

 

 

109,807

 

 

119,691

 

Amortization of lease intangibles

 

 

63

 

 

62

 

 

189

 

 

189

 

 

 

(98)

 

 

63

 

 

28

 

 

189

 

Loss (gain) on sale of assets, net

 

 

14

 

 

 8

 

 

(45,736)

 

 

(18,226)

 

(Gain) loss on sale of assets, net

 

 

(53,077)

 

 

14

 

 

(68,740)

 

 

(45,736)

 

Impairment loss

 

 

34,427

 

 

 —

 

 

34,427

 

 

 —

 

 

 

 —

 

 

34,427

 

 

1,394

 

 

34,427

 

Noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,169)

 

 

(2,053)

 

 

(6,344)

 

 

(5,358)

 

 

 

(2,376)

 

 

(2,169)

 

 

(7,189)

 

 

(6,344)

 

Real estate depreciation and amortization

 

 

(660)

 

 

(872)

 

 

(2,147)

 

 

(2,607)

 

 

 

(637)

 

 

(660)

 

 

(1,915)

 

 

(2,147)

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

 

(7,000)

 

 

 —

 

 

(7,000)

 

 

 —

 

 

 

 —

 

 

(7,000)

 

 

 —

 

 

(7,000)

 

FFO attributable to common stockholders

 

 

78,160

 

 

73,661

 

 

215,782

 

 

188,336

 

 

 

68,160

 

 

78,160

 

 

205,066

 

 

215,782

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of favorable and unfavorable contracts, net

 

 

20

 

 

327

 

 

215

 

 

342

 

 

 

(2)

 

 

20

 

 

 3

 

 

215

 

Noncash ground rent

 

 

(281)

 

 

465

 

 

(841)

 

 

1,413

 

 

 

(287)

 

 

(281)

 

 

(860)

 

 

(841)

 

Noncash interest on derivatives and capital lease obligations, net

 

 

4,534

 

 

(1,374)

 

 

4,883

 

 

7,810

 

 

 

(818)

 

 

4,534

 

 

(4,995)

 

 

4,883

 

Loss on extinguishment of debt

 

 

 —

 

 

 —

 

 

 4

 

 

259

 

 

 

 —

 

 

 —

 

 

 —

 

 

 4

 

Hurricane-related uninsured losses

 

 

1,649

 

 

 —

 

 

1,649

 

 

 —

 

Closing costs - completed acquisition

 

 

355

 

 

 —

 

 

729

 

 

 —

 

Hurricane-related uninsured losses (insurance proceeds), net

 

 

25

 

 

1,649

 

 

(990)

 

 

1,649

 

Closing costs - completed acquisitions

 

 

 —

 

 

355

 

 

 —

 

 

729

 

Prior year property tax adjustments, net

 

 

(448)

 

 

(239)

 

 

(549)

 

 

(4,279)

 

 

 

 —

 

 

(448)

 

 

117

 

 

(549)

 

Property-level restructuring, severance and management transition costs

 

 

 —

 

 

18

 

 

 —

 

 

1,578

 

Lease termination costs

 

 

 —

 

 

 —

 

 

 —

 

 

1,000

 

Noncash income tax benefit

 

 

(13,628)

 

 

(1,596)

 

 

(13,628)

 

 

(1,596)

 

Preferred stock redemption charge

 

 

 —

 

 

 —

 

 

 —

 

 

4,052

 

Noncash income tax provision (benefit), net

 

 

719

 

 

(13,628)

 

 

(1,100)

 

 

(13,628)

 

Noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncash ground rent

 

 

72

 

 

(113)

 

 

217

 

 

(338)

 

 

 

72

 

 

72

 

 

217

 

 

217

 

Noncash interest related to loss on derivative

 

 

(1)

 

 

 —

 

 

(5)

 

 

 —

 

Noncash interest on derivative, net

 

 

 —

 

 

(1)

 

 

(1)

 

 

(5)

 

 

 

(7,728)

 

 

(2,512)

 

 

(7,326)

 

 

10,241

 

 

 

(291)

 

 

(7,728)

 

 

(7,609)

 

 

(7,326)

 

Adjusted FFO attributable to common stockholders

 

$

70,432

 

$

71,149

 

$

208,456

 

$

198,577

 

 

$

67,869

 

$

70,432

 

$

 197,457

 

$

208,456

 

 

Adjusted FFO attributable to common stockholders was $70.4$67.9 million and $71.1$70.4 million for the three months ended September 30, 20172018 and 2016,2017, respectively, and $208.5$197.5 million and $198.6$208.5 million for the nine months ended September 30, 20172018 and 2016,2017, respectively. Adjusted FFO attributable to common stockholders decreased $0.7 million and increased $9.9 million in the threethird quarter and first nine months ended September 30, 2017, respectively,of 2018 as compared to the same periods in 20162017, primarily due to the same reasons noted in the discussion above regarding Adjusted EBITDA. In addition, the decrease in interest expense on debt and capital lease obligations during both the three and nine months ended September 30, 2017 as compared to the same periods in 2016 positively affected Adjusted FFO attributable to common stockholders.EBITDAre, excluding noncontrolling interest.

 

Investing Activities

 

Acquisitions. In July 2017,During the third quarter 2018, we acquired the 175-room Oceans Edge Hotel & Marina located in Key West, Florida for a net purchase price of $173.9paid $15.1 million, including prorations. The newly constructed and recently opened fee simple hotel also includesclosing costs, to acquire the land underlying the JW Marriott New Orleans. Prior to this purchase, we leased the land from an unaffiliated third party. During the second quarter 2018, we paid $18.4 million, including closing costs, to acquire the exclusive perpetual rights to use portions of the Renaissance Washington DC building that we had previously leased from an unaffiliated third party. In addition, during the first nine months of 2018, we paid a marina, wet andtotal of $0.1 million, including closing costs, to acquire three additional dry boat slips and other customary marina amenities. We fundedat the acquisition with available cash on hand, including proceeds from the recent sales of the Marriott Park City and the Fairmont Newport Beach, as well as net proceeds received from our recent equity issuances under our ATM Agreements. We did not acquire any hotels during 2016.Oceans Edge Resort & Marina.

 

While ourOur primary focus is to acquire Long-Term Relevant Real Estate. Depending on acquiring urban and resort upper upscale hotels, our acquisition program is aimed at generating attractive risk-adjusted returns on our investment dollars, and thereforeavailability, we may target lodging assets outside of the typical branded, urban, upper upscale and resort profile represented by our Existing Portfolio in order to capitalize on opportunities which may arise. We intend to select the brandingsbranding and operators for our hotels that we believe will lead to the highest returns.returns and the greatest long-term value. Additionally, the scope

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of our acquisitions program may include large hotel portfolios or hotel loans. Future acquisitions, if any, may be funded with cash on hand, by our issuance of additional debt or equity securities, including our common and preferred OP units provided that our stock price is at an attractive level, by draws on our $400.0amended $500.0 million senior unsecured credit facility (see “Liquidity and Capital Resources – Debt”), or by proceeds received from sales of existing assets.

 

Dispositions. We have from time to time divested of assets that no longer fit our target profile, will notstated strategy, are unlikely to offer long-term returns in excess of our cost of capital, will achieve a sale price in excess of our internal valuation, or that have high risk relative to their anticipated returns. During the first nine months of 2018, we sold three hotels, two during the first quarter and one during the third quarter. In Juneaddition, we sold two hotels in October 2018. During 2017, we sold two hotels, one during the 199-room Marriott Park City for net proceeds of $27.0 million,first quarter, and recognized a net gain onone during the sale of $1.2 million. In February 2017, we sold the 444-room Fairmont Newport Beach for net proceeds of $122.8 million, and recognized a net gain on the sale of $44.3 million. In May 2016, we sold the 203-room Sheraton Cerritos for net proceeds of $41.2 million, and recognized a net gain on the sale of $18.2 million.second quarter. None of these sales represented a strategic shift that had a major impact on our business plan or our primary markets; therefore, none of these sales qualified as a discontinued operation. 

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Table of Contents

 

Renovations. We invested $81.5$125.9 million and $139.8$81.5 million in capital improvements to our hotel portfolio and other assets during the nine months ended September 30, 2018 and 2017, and 2016, respectively. ConsistentDuring the first nine months of 2018, our renovations at the Four Renovation Hotels resulted in short-term room renovation disruption of approximately $8.0 million, which was in line with our strategy, duringexpectations. During the first nine months of 2017, and 2016, we undertook major renovations, repositionings and ordinary course rooms, restaurants and public space renovations. Year-to-date, none of our 2017 renovations caused material room revenue disruption; however, during the three and nine months ended September 30, 2016 our repositioning of the Boston Park Plaza and the Wailea Beach Resort caused room revenue disruption of approximately $3.1 million and $6.5 million, respectively, all of which was in line with our expectations.disruption.

 

Liquidity and Capital Resources

 

During the periods presented, our sources of cash included our operating activities and working capital, as well as proceeds from our sales of the Three Sold Hotels, sales ofhotels and other assets, our term loan agreement drawn in January 2016, our Senior Notes,property insurance and our ATM common stock issuances, andalong with proceeds received from our preferred stock offering.private placement of the Senior Notes. Our primary uses of cash were for capital expenditures for hotels operating expenses,and other assets, acquisitions of a hotel and other assets, operating expenses, repayment of notes payable, dividends and distributions on our common and preferred stock and distributions to our joint venture partner. We cannot be certain that traditional sources of funds will be available in the future.

 

Operating activities. Our net cash provided by or used in operating activities fluctuates primarily as a result of changes in RevPAR and the operating cash flow of our hotels. Our net cash provided by or used in operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or renovations. Net cash provided by operating activities was $234.2$219.5 million for the nine months ended September 30, 20172018 as compared to $228.5$230.4 million for the nine months ended September 30, 2016.2017. The net increasedecrease to cash provided by operating activities during the first nine months of 2018 as compared to the same period in 2017 was primarily due to the sale of the Five Sold Hotels and renovation-related disruption at the Four Renovation Hotels, partially offset by increased operating cash generated by our hotels, most significantly at the Boston Park PlazaExisting Portfolio and the Wailea BeachOceans Edge Resort post-repositioning, partially offset by decreased cash generated due to our sales of the Three Sold Hotels.& Marina.

 

Investing activities. Our net cash provided by or used in investing activities fluctuates primarily as a result of acquisitions, dispositions and renovations of hotels.hotels and other assets. Net cash used inprovided by (used in) investing activities during the first nine months of 20172018 as compared to the first nine months of 20162017 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

2016

 

Proceeds from sales of assets

 

$

150,171

 

$

41,202

 

Restricted cash — replacement reserve

 

 

(7,496)

 

 

(8,914)

 

Acquisition of hotel property and other assets

 

 

(173,917)

 

 

(2,447)

 

Renovations and additions to hotel properties

 

 

(81,470)

 

 

(139,846)

 

Payment for interest rate derivative

 

 

(19)

 

 

 —

 

Net cash used in investing activities

 

$

(112,731)

 

$

(110,005)

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Proceeds from sales of assets

 

$

231,083

 

$

150,171

 

Disposition deposit

 

 

3,000

 

 

 —

 

Proceeds from property insurance

 

 

1,100

 

 

 —

 

Acquisitions of hotel property and other assets

 

 

(15,147)

 

 

(173,917)

 

Acquisitions of intangible assets

 

 

(18,516)

 

 

 —

 

Renovations and additions to hotel properties and other assets

 

 

(125,854)

 

 

(81,470)

 

Payment for interest rate derivative

 

 

 —

 

 

(19)

 

Net cash provided by (used in) investing activities

 

$

75,666

 

$

(105,235)

 

 

Net cash used in investing activities was $112.7 million duringDuring the first nine months of 20172018, we received proceeds of $231.1 million from our sales of the Marriott Philadelphia, the Marriott Quincy, and the Hyatt Regency Newport Beach, as comparedwell as from sales of surplus FF&E at our hotels. In addition, the buyer of the Houston hotels, which were sold in October 2018, provided a cash deposit of $3.0 million, which was held in escrow as earnest money as of September 30, 2018. During the first nine months of 2018, we also received $1.1 million in insurance proceeds for Hurricane-related property damage at our Houston hotels. These cash inflows were partially offset as we paid $15.1 million to $110.0acquire the land underlying the JW Marriott New Orleans and a total of $18.5 million for acquisitions of intangible assets, including $18.4 million to purchase the same period in 2016. Element and $0.1 million to purchase three additional dry boat slips at the Oceans Edge Resort & Marina, and invested $125.9 million for renovations and additions to our portfolio and other assets.

During the first nine months of 2017, we received proceeds of $150.2 million from our sales of the Marriott Park City and the Fairmont Newport Beach, andas well as from sales of surplus FF&E at our hotels, along with the earn-out proceeds received related to the sale of the Royal Palm Miami Beach. These cash inflows were offset as we increased our restricted cash replacement reserve accounts by $7.5 million, paid $173.9 million to purchase the Oceans Edge HotelResort & Marina, paidinvested $81.5 million for renovations and additions to our portfolio and paid $19,000 for an interest rate cap agreement on our variable-rate mortgage secured by the Hilton San Diego Bayfront.

 

During the first nine months of 2016, we received proceeds of $41.2 million from our sales of the Sheraton Cerritos and surplus FF&E. These cash inflows were offset as we increased our restricted cash replacement reserve accounts by $8.9 million, paid $2.4 million to acquire the air rights at our Renaissance Harborplace and paid $139.8 million for renovations and additions to our portfolio.

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Table of Contents

Financing activities. Our net cash provided by or used in financing activities fluctuates primarily as a result of our distributions paid, issuance of common stock, our issuance and repayment of notes payable, and our credit facility, and our issuance and redemption of other forms of capital, including preferred equity. Net cash used in financing activities during the first nine months of 20172018 as compared to the first nine months of 20162017 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

Nine Months Ended September 30,

 

2017

 

2016

 

2018

 

2017

Proceeds from preferred stock offerings

 

$

 —

 

$

190,000

Payment of preferred stock offering costs

 

 

 —

 

 

(6,640)

Redemption of preferred stock

 

 

 —

 

 

(115,000)

Proceeds from common stock offerings

 

 

79,407

 

 

 —

 

$

45,125

 

$

79,407

Payment of common stock offering costs

 

 

(1,475)

 

 

 —

 

 

(784)

 

 

(1,475)

Repurchase of common stock for employee withholding obligations

 

 

(3,793)

 

 

(2,641)

 

 

(4,232)

 

 

(3,793)

Proceeds from notes payable

 

 

240,000

 

 

100,000

 

 

 —

 

 

240,000

Payments on notes payable

 

 

(183,796)

 

 

(196,504)

 

 

(5,486)

 

 

(183,797)

Payments of costs related to extinguishment of notes payable

 

 

(1)

 

 

(153)

Payments of deferred financing costs

 

 

(13)

 

 

(85)

 

 

(5)

 

 

(13)

Dividends and distributions paid

 

 

(148,540)

 

 

(213,453)

 

 

(163,002)

 

 

(148,540)

Distributions to noncontrolling interest

 

 

(6,325)

 

 

(5,988)

 

 

(6,644)

 

 

(6,325)

Net cash used in financing activities

 

$

(24,536)

 

$

(250,464)

 

$

(135,028)

 

$

(24,536)

 

Net cash used in financing activities was $24.5 million duringDuring the first nine months of 20172018, we received total net proceeds of $44.3 million from the issuance of our common stock. This cash inflow was offset as comparedwe paid the following: $4.2 million to $250.5repurchase common shares to satisfy the tax obligations in connection with the vesting of restricted common shares issued to employees; $5.5 million forin principal payments on our notes payable; $5,000 in deferred financing costs related to refinancing the same periodloan secured by the Hilton San Diego Bayfront; $163.0 million in 2016. dividends and distributions to our common and preferred stockholders; and $6.6 million in distributions to the noncontrolling interest in the Hilton San Diego Bayfront.

During the first nine months of 2017, we received net proceeds of $77.9 million from the issuance of our common stock and $240.0 million from the Senior Notes. These cash inflows were offset byas we paid the following cash outflows:following: $3.8 million paid to repurchase common shares to satisfy the tax obligations in connection with the vesting of restricted common shares issued to employees; $183.8 million in principal payments on our notes payable, including $176.0 million for the loan secured by the Marriott Boston Long Wharf and $7.8 million in principal payments on our notes payable; $14,000$13,000 in combined loan extinguishment costs related to the loan secured by the Marriott Boston Long Wharf and deferred financing costs related to our Senior Notes and our credit facility; $148.5 million in dividends and distributions to our common and preferred stockholders; and $6.3 million in distributions to the noncontrolling interest in the Hilton San Diego Bayfront.

During the first nine months of 2016, we received $183.4 million in net proceeds from our preferred stock offerings, including $111.0 million from the issuance of our Series E preferred stock and $72.4 million from the issuance of our Series F preferred stock, and $100.0 million in proceeds received from our unsecured term loan. These cash inflows were offset by the following cash outflows: $115.0 million paid to redeem our Series D preferred stock; $2.6 million paid to repurchase common shares to satisfy the tax obligations in connection with the vesting of restricted common shares issued to employees; $196.5 million in principal payments on our notes payable, including $114.2 million for the loan secured by the Boston Park Plaza, $72.6 million for the loan secured by the Renaissance Orlando at SeaWorld® and $9.7 million in principal payments on our notes payable; $0.2 million in costs paid to extinguish the loan secured by Renaissance Orlando at SeaWorld®; $0.1 million in deferred financing costs related to our new $100.0 million unsecured term loan; $213.5 million in dividends and distributions to our common and preferred stockholders; and $6.0 million in distributions to the noncontrolling interest in the Hilton San Diego Bayfront.

 

Future. We expect our primary uses of cash to be for operating expenses, capital investments in our hotels, repayment of principal on our notes payable and possibly our credit facility, interest expense, dividends and distributions on our common and preferred stock, potential repurchases of our common stock, potential purchases of debt or other securities in other hotels, and acquisitions of hotels or interests in hotels, including possibly hotel portfolios. We expect our primary sources of cash will continue to be our operating activities, working capital, notes payable and our credit facility, dispositions of hotel properties, and proceeds from public and private offerings of debt securities and common and preferred stock. Our financial objectives include the maintenance of our credit ratios, appropriate levels of liquidity and continued balance sheet strength. Consistent with maintaining our low leverage and balance sheet strength, in the near-term, we expect to fund future acquisitions, if any, largely through cash on hand, appropriate amounts of debt, the issuance of common or preferred equity, provided that our stock price is at an attractive level, or by proceeds received from sales of existing assets in order to selectively grow the quality and scale of our portfolio. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us. We will continue to analyze alternate sources of capital in an effort to minimize our capital costs and maximize our financial flexibility, including pursuant to the ATM agreements we entered into in February 2017. Under the terms of the agreements, we may issue and sell from time to time through or to the managers, as sales agents and/or principals, shares of our common stock having an aggregate offering amount of up to $300.0 million. Through September 30, 2017,2018, we have received $77.9$122.3 million in net proceeds from the issuance of 4,876,855 shares of our common stock in connection with the ATM Agreements, leaving $220.6$175.5 million available for sale under the ATM Agreements. However, when needed, the capital markets may not be available to us on favorable terms or at all.

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Table of Contents

 

Cash Balance. As of September 30, 2017,2018, our unrestricted cash balance was $466.5$650.7 million. By minimizing our need to access external capital by maintaining higher than typical cash balances, our financial security and flexibility are meaningfully enhanced because we are able to fund our business needs (including payment of cash distributions on our common stock, if declared) and near-term debt maturities with our cash on hand. Our unrestricted cash balance includes the net proceeds received on the sales of the Marriott Park City and the Fairmont Newport Beach in 2017, a portion of which may be required to satisfy our 2017 ordinary and capital gain REIT distribution requirements.

 

Debt. As of September 30, 2017,2018, we had $992.1$984.9 million of consolidated debt, $538.1$719.5 million of cash and cash equivalents, including restricted cash, and total assets of $3.9 billion. We believe that by controlling debt levels, staggering maturity dates and maintaining a highly flexible capital structure, we can maintainwill have lower capital costs than more highly leveraged companies, or companies with limited flexibility due to restrictive corporate-level financial covenants.

The weighted average term to maturity

42


Table of our debt as of September 30, 2017 is approximately 5 years, and 77.8% of our debt, including the effects of interest rate swap agreements, is fixed rate with a weighted average interest rate of 4.5%. Including our variable-rate debt obligation based on the variable rate at September 30, 2017, the weighted average interest rate on our debt is 4.3%.Contents

 

As of September 30, 2017,2018, all of our outstanding debt had fixed interest rates or had been swapped to fixed interest rates, except the $219.9$220.0 million non-recourse mortgage on the Hilton San Diego Bayfront, which is subject to an interest rate cap agreement that caps the interest rate at 4.25%6.0% until May 2019.December 2020. Our mortgage debt is in the form of single asset non-recourse loans rather than cross-collateralized multi-property pools. In addition to our mortgage debt, as of September 30, 2017,2018, we have two unsecured corporate-level term loans as well as the Senior Notes. We currently believe this structure is appropriate for the operating characteristics of our business as it isolates risk and provides flexibility for various portfolio management initiatives, including the sale of individual hotels subject to existing debt.

 

EachThe weighted average term to maturity of our 2017 year-to-date debt transactionsas of September 30, 2018 is discussed below.approximately five years, and 77.7% of our debt, including the effects of interest rate swap agreements, is fixed rate with a weighted average interest rate of 4.5%. Including our variable-rate debt obligation based on the variable rate at September 30, 2018, the weighted average interest rate on our debt is 4.2%.

 

In January 2017,October 2018, we received proceeds of $240.0amended our credit facility agreement and repriced our two unsecured term loans. The amended credit facility agreement provides for a $500 million inunsecured revolving credit facility, a private placement$100 million increase from our previous credit facility. In addition, we have the right to increase the amount of the Senior Notes. The private placement consistedrevolving credit facility, or to add term loans, for an aggregate commitment of $800 million. Under the terms of the Series A Senior Notes, which includes $120.0 millionamendment, the interest rate pricing grid for the credit facility has been reduced from a range of notes bearing interest at155 to 230 basis points over LIBOR to a fixed raterange of 4.69%, maturing in January 2026,140 to 225 basis points over LIBOR, and the Series B Senior Notes,credit facility’s maturity date has been extended from April 2019 to April 2023. The amendment also reprices the term loans, which includes $120.0 million of notes bearingbear interest atpursuant to a fixed rate of 4.79%, maturing in January 2028.

In January 2017, we used proceeds receivedleverage-based pricing grid, from the Senior Notesprevious range of 1.80% to repay2.55% over the loan securedapplicable LIBOR to a range of 1.35% to 2.20% over the applicable LIBOR. We entered into interest rate derivative agreements to fix the applicable LIBOR for the full duration of the loans. The spread to LIBOR may vary depending on our overall leverage as defined by our credit agreement. Based on our current leverage, the Marriott Boston Long Wharf, which had a balance of $176.0 million and an interest rate of 5.58%.the $85.0 million term loan has been reduced from 3.391% under the previous agreement to 2.941% under the current agreement, and the interest rate of the $100.0 million term loan has been reduced from 3.653% under the previous agreement to 3.203% under the current agreement. The Marriott Boston Long Wharf loan was scheduledmaturity dates for both loans remain unchanged. Taking the amendment into account, the weighted average interest rate on our debt is reduced to mature in April 2017, and was available to be repaid without penalty in January 2017.4.1%.

 

We may in the future seek to obtain mortgages on one or all of our 2219 unencumbered hotels, 1514 of which are currently held by subsidiaries whose interests are pledged to our credit facility. Our 2219 unencumbered hotels include: Boston Park Plaza; Courtyard by Marriott Los Angeles; Embassy Suites Chicago; Hilton Garden Inn Chicago Downtown/Magnificent Mile; Hilton New Orleans St. Charles; Hilton North Houston; Hyatt Centric Chicago Magnificent Mile; Hyatt Regency Newport Beach; Hyatt Regency San Francisco; Marriott Boston Long Wharf; Marriott Houston; Marriott Philadelphia; Marriott Portland; Marriott Quincy; Marriott Tysons Corner; Oceans Edge HotelResort & Marina; Renaissance Harborplace; Renaissance Long Beach; Renaissance Los Angeles Airport; Renaissance Orlando at SeaWorld®; Renaissance Westchester; and Wailea Beach Resort. After our sale of the Houston hotels in October 2018, we have 17 unencumbered hotels. Should we obtain secured financing on any or all of our unencumbered hotels, the amount of capital available through our credit facility may be reduced.

 

Contractual Obligations.  The following table summarizes our payment obligations and commitments as of September 30, 20172018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payment due by period

 

 

Payment due by period

 

 

 

 

 

Less Than

 

1 to 3

 

3 to 5

 

More than

 

 

 

 

 

Less Than

 

1 to 3

 

3 to 5

 

More than

 

 

Total

 

1 year

 

years

 

years

 

5 years

 

 

Total

 

1 year

 

years

 

years

 

5 years

 

Notes payable

 

$

992,149

 

$

10,431

 

$

232,896

 

$

276,748

 

$

472,074

 

 

$

984,916

 

$

7,857

 

$

416,575

 

$

191,966

 

$

368,518

 

Interest obligations on notes payable (1)

 

 

237,165

 

 

42,796

 

 

76,907

 

 

52,314

 

 

65,148

 

 

 

202,781

 

 

41,977

 

 

72,020

 

 

42,027

 

 

46,757

 

Capital lease obligations (2)

 

 

26,757

 

 

 1

 

 

 3

 

 

 3

 

 

26,750

 

 

 

26,957

 

 

 1

 

 

 3

 

 

 3

 

 

26,950

 

Interest obligations on capital leases

 

 

124,419

 

 

2,356

 

 

4,711

 

 

4,815

 

 

112,537

 

 

 

121,862

 

 

2,356

 

 

4,719

 

 

4,903

 

 

109,884

 

Operating lease obligations(2)

 

 

282,119

 

 

9,334

 

 

18,300

 

 

18,334

 

 

236,151

 

 

 

203,130

 

 

7,801

 

 

16,904

 

 

17,085

 

 

161,340

 

Construction commitments

 

 

54,156

 

 

54,156

 

 

 

 

 

 

 

 

 

72,916

 

 

72,916

 

 

 

 

 

 

 

Employment obligations

 

 

1,489

 

 

1,489

 

 

 —

 

 

 —

 

 

 

 

 

1,266

 

 

1,266

 

 

 —

 

 

 —

 

 

 

Total

 

$

1,718,254

 

$

120,563

 

$

332,817

 

$

352,214

 

$

912,660

 

 

$

1,613,828

 

$

134,174

 

$

510,221

 

$

255,984

 

$

713,449

 

 

(1)

Interest on our variable rate debt obligation is calculated based on the variable rate at September 30, 2017,2018, and includes the effect of our interest rate derivative agreements.

(2)

Operating lease obligations on one of our ground leases expiring in 2071 requires a reassessment of rent payments due after 2025, agreed upon by both us and the lessor; therefore, no amounts are included in the above table for this ground lease after 2025.

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Table of Contents

(2)

Includes two leases which have been classified as capital leases: the building lease at the Hyatt Centric Chicago Magnificent Mile; and the ground lease at the Courtyard by Marriott Los Angeles. Principal amounts for the Courtyard by Marriott Los Angeles lease are accreting up to the future purchase right option of approximately $15.4 million (calculated as of the lease inception date), which option the Company expects to exercise when available in September 2037.

Capital Expenditures and Reserve Funds

 

We believe we maintain each of our hotels in good repair and condition and in general conformity with applicable franchise and management agreements, ground, building and air leases, and laws and regulations. Our capital expenditures primarily relate to the ongoing maintenance of our hotels and are budgeted in the reserve accounts described in the following paragraph. We also incur capital expenditures for cyclical renovations, hotel repositionings and development. We invested $81.5$125.9 million in our portfolio and other assets during the first nine months of 2017.2018. As of September 30, 2017,2018, we have contractual construction commitments totaling $54.2 million.$72.9 million for ongoing renovations. If we renovate or develop additional hotels or other assets in the future, our capital expenditures will likely increase.

 

With respect to our hotels that are operated under management or franchise agreements with major national hotel brands and for all of our hotels subject to first mortgage liens, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these hotels. The amount funded into each of these reserve accounts is determined pursuant to the management, franchise and loan agreements for each of the respective hotels, ranging between zero and 5.0% of the respective hotel’s totalapplicable annual revenue. As of September 30, 2017,2018, our balance sheet includes restricted cash of $69.7$62.8 million, which was held in FF&E reserve accounts for future capital expenditures at the majority of our 27the 22 hotels. According to certain loan agreements, reserve funds are to be held by the lenders or managers in restricted cash accounts, and we are not required to spend the entire amount in such reserve accounts each year.

 

Seasonality and Volatility

 

As is typical of the lodging industry, we experience some seasonality in our business as indicated in the table below. Revenue for certain of our hotels is generally affected by seasonal business patterns (e.g., the first quarter is strong in Hawaii, Key West and Orlando, the second quarter is strong for the Mid-Atlantic business hotels, and the fourth quarter is strong for Hawaii, Key West and New York City and Hawaii)City). Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, public health concerns, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel. Revenues for our 26the 22 hotel Comparable Portfolio by quarter for 20162017 and 20172018 were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

First

    

Second

    

Third

    

Fourth

    

 

 

 

Revenues

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Total

 

2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

274,292

 

$

322,160

 

$

303,304

 

$

289,584

 

$

1,189,340

 

Sold hotel revenues (1)

 

 

(15,773)

 

 

(11,667)

 

 

(11,210)

 

 

(9,466)

 

 

(48,116)

 

Non-hotel revenues (2)

 

 

(121)

 

 

(99)

 

 

210

 

 

(5,066)

 

 

(5,076)

 

Total Comparable Portfolio revenues (3)

 

$

258,398

 

$

310,394

 

$

292,304

 

$

275,052

 

$

1,136,148

 

Quarterly Comparable Portfolio revenues as a percentage of total annual revenues

 

 

22.7

%  

 

27.3

%  

 

25.8

%  

 

24.2

%  

 

100.0

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

280,743

 

$

318,796

 

$

303,909

 

 

 

 

 

 

 

Non-comparable hotel revenues (4)

 

 

 —

 

 

 —

 

 

(1,848)

 

 

 

 

 

 

 

Sold hotel revenues (1)

 

 

(8,737)

 

 

(1,244)

 

 

 —

 

 

 

 

 

 

 

Non-hotel revenues (2)

 

 

(18)

 

 

(22)

 

 

(22)

 

 

 

 

 

 

 

Total Comparable Portfolio revenues (3)

 

$

271,988

 

$

317,530

 

$

302,039

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

First

    

Second

    

Third

    

Fourth

    

 

 

 

Revenues

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Total

 

2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

280,743

 

$

318,796

 

$

303,909

 

$

290,190

 

$

1,193,638

 

Prior ownership revenues (1)

 

 

3,980

��

 

4,126

 

 

1,143

 

 

 —

 

 

9,249

 

Held for sale revenues (2)

 

 

(8,788)

 

 

(7,745)

 

 

(8,209)

 

 

(8,938)

 

 

(33,680)

 

Sold hotel revenues (3)

 

 

(27,635)

 

 

(26,110)

 

 

(24,005)

 

 

(20,339)

 

 

(98,089)

 

Non-hotel revenues (4)

 

 

(18)

 

 

(22)

 

 

(22)

 

 

(20)

 

 

(82)

 

Total Comparable Portfolio revenues (5)

 

$

248,282

 

$

289,045

 

$

272,816

 

$

260,893

 

$

1,071,036

 

Quarterly Comparable Portfolio revenues as a percentage of total annual revenues

 

 

23.2

%  

 

27.0

%  

 

25.4

%  

 

24.4

%  

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

271,446

 

$

317,447

 

$

289,308

 

 

 

 

 

 

 

Held for sale revenues (2)

 

 

(8,593)

 

 

(7,060)

 

 

(5,862)

 

 

 

 

 

 

 

Sold hotel revenues (3)

 

 

(9,479)

 

 

(10,514)

 

 

(982)

 

 

 

 

 

 

 

Non-hotel revenues (4)

 

 

(20)

 

 

(21)

 

 

(25)

 

 

 

 

 

 

 

Total Comparable Portfolio revenues (5)

 

$

253,354

 

$

299,852

 

$

282,439

 

 

 

 

 

 

 

 

(1)

Prior ownership revenues include those generated by the Oceans Edge Resort & Marina. We obtained prior ownership information from the Oceans Edge Resort & Marina’s previous owner during the due diligence period before acquiring the hotel. We performed a limited review of the information as part of our analysis of the acquisition. We caution you not to place undue reliance on the prior ownership information.

(2)

Held for sale revenues include those generated by the Houston hotels, which we classified as held for sale at September 30, 2018 and subsequently sold in October 2018.

(3)

Sold hotel revenues include those generated by the Sheraton Cerritos, the Fairmont Newport Beach and the Marriott Park City, which we sold in May 2016, February 2017 and June 2017, respectively.respectively, along with the Marriott Philadelphia and the Marriott Quincy, both of which we sold in January 2018, and the Hyatt Regency Newport Beach, which we sold in July 2018.

(2)(4)

Non-hotel revenues include the amortization of favorable and unfavorable tenant lease contracts received in conjunction with our acquisitions of the Boston Park Plaza, the Hilton Garden Inn Chicago Downtown/Magnificent Mile, the Hilton New Orleans St. Charles, the Hyatt Regency San Francisco and the Wailea Beach Resort.

(3)(5)

Total Comparable Portfolio revenues include those generated by our 2622 hotel Comparable Portfolio.

(4)

Non-comparable hotel revenues include those generated by the newly-developed Oceans Edge Hotel & Marina, which opened in January 2017 and was acquired by the Company in July 2017.

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Inflation

 

Inflation may affect our expenses, including, without limitation, by increasing such costs as labor, employee-related benefits, food, commodities, taxes, property and casualty insurance and utilities.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.

 

We evaluate our estimates on an ongoing basis. We base our estimates on historical experience, information that is currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

 

·

Impairment of long-lived assets. We periodically review each property for possible impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. We perform a Level 3 analysis of fair value, using a discounted cash flow analysis to estimate the fair value of our properties taking into account each property’s expected cash flow from operations, holding periodour estimate of how long we plan to own each property and estimated proceeds from the disposition of the property. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and terminal capitalization rate. Our judgment is required in determining the discount rate applied to estimated cash flows, growth rate of the properties, operating income of the properties, the need for capital expenditures, as well as specific market and economic conditions.

 

·

Acquisition related assets and liabilities. Accounting for the acquisition of a hotel property or other entity as a business combination requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, intangible assets and capital lease obligations that are assumed as part of the acquisition of a leasehold interest. When we acquire a hotel property or other entity, as a business combination, we use all available information to make these fair value determinations, and engage independent valuation specialists to assist in the fair value determinations of the long-lived assets acquired and the liabilities assumed. Due to the inherent subjectivity in determining the estimated fair value of long-lived assets, we believe that the recording of acquired assets and liabilities is a critical accounting policy.

 

·

Depreciation and amortization expense. Depreciation expense is based on the estimated useful life of our assets. The life of the assets is based on a number of assumptions, including the cost and timing of capital expenditures to maintain and refurbish our hotels, as well as specific market and economic conditions. Hotel properties and other investments are depreciated using the straight-line method over estimated useful lives primarily ranging from five to 35 years for buildings and improvements and three to 12 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income or the gain or loss on the sale of any of our hotels. We have not changed the estimated useful lives of any of our assets during the periods discussed.

 

·

Income TaxesWe have elected to be treatedTo qualify as a REIT, pursuant to the Internal Revenue Code, as amended (the “Code”). Our management believes that we have qualified and intend to continue to qualify as a REIT. Therefore, we are permitted to deduct distributions paid to our stockholders, eliminating the federal taxation of income represented by such distributions at the company level. REITs are subject tomust meet a number of organizational and operational requirements. Ifrequirements, including a requirement that we failcurrently distribute at least 90% of our REIT taxable income (determined without regard to qualify asthe deduction for dividends paid and excluding net capital gains) to our shareholders. As a REIT, in any taxable year, we generally will not be subject to federal corporate income tax (including any applicable alternative minimum tax) on that portion of our taxable income at regular corporatethat is currently distributed to shareholders. We are subject to certain state and local taxes on our income and property, and to federal income and excise taxes on our undistributed taxable income. In addition, our wholly owned TRS, which leases our hotels from our Operating Partnership, is subject to federal and state income taxes. We account for income taxes using the asset and liability method. Under this method, deferred tax rates.assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some

With respect to taxable subsidiaries, we account for income taxes in accordance with the Income Taxes Topic of the FASB ASC. Accordingly, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse.

The Income Taxes Topic of the FASB ASC addresses how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. The guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not

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Table of Contents

threshold would be recorded as a tax benefit

or expense in the current year. Our management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states.

We record income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, we must assess the likelihood that we will be able to recover our deferred tax assets, and, therefore, we recognize deferred tax assets only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. If sufficient negative evidence exists such that deferred tax assets cannot be realized, the provision for taxes is increased by recording a reserve, in the form of a valuation allowance, against the estimated deferred tax assets that will not ultimately be realized. We perform a quarterly review for any uncertain tax positions and, if necessary, we will record the expected future tax consequences of uncertain tax positions in the consolidated financial statements. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. We are required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states.

 

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

To the extent that we incur debt with variable interest rates, our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments held for trading purposes. We use derivative financial instruments, which are intended to manage interest rate risks.

 

As of September 30, 2017, 77.8%2018, 77.7% of our debt obligations are fixed in nature, which largely mitigates the effect of changes in interest rates on our cash interest payments. If the market rate of interest on our variable rate debt increases or decreases by 100 basis points, interest expense would increase or decrease, respectively, our future earnings and cash flows by approximately $2.0$2.2 million based on the variable rate at September 30, 2017.2018. After adjusting for the noncontrolling interest in the Hilton San Diego Bayfront, this increase or decrease in interest expense would increase or decrease, respectively, our future earnings and cash flows by $1.5$1.7 million, based on the variable rates at September 30, 2017.2018.

Item 4.Controls and Procedures

Attached as exhibits to this Form 10-Q are the certifications required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended. This section includes information concerning the controls and control evaluations referred to in the certifications.

 

Evaluation of Disclosure Controls and Procedures. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting. During our fiscal quarter to which this Quarterly Report on Form 10-Q relates, there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

 

Item 1.Legal Proceedings

 

None.

 

Item 1A.Risk Factors

 

None.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

(c)Issuer Purchases of Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Period

    

Total Number
of Shares
Purchased

    

Average Price
Paid per Share

    

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

    

Maximum Number
(or Appropriate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or Programs

 

July 1, 2017 — July 31, 2017

 

 

 

 

 

 

 

August 1, 2017 — August 31, 2017

 

 

 

 

 

 

 

September 1, 2017 — September 30, 2017

 

 

 

 

 

 

 

Total

 

 

 

 

 

$    300,000,000

(1)

 

 

 

 

 

 

 

 

 

 

 

 

Period

    

Total Number
of Shares
Purchased

    

Average Price
Paid per Share

    

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

    

Maximum Number
(or Appropriate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or Programs

 

July 1, 2018 — July 31, 2018

 

 

 

 

 

 

 

August 1, 2018 — August 31, 2018

 

 

 

 

 

 

 

September 1, 2018 — September 30, 2018

 

 

 

 

 

 

 

Total

 

 

 

 

 

$    300,000,000

(1)

 

(1)

On February 17, 2017, the Company’s board of directors authorized a share repurchase plan to acquire up to $300.0 million of the Company’s common and preferred stock. As of September 30, 2017,2018, no shares of either the Company’s common or preferred stock have been repurchased. Future purchases will depend on various factors, including the Company’s capital needs, as well as the Company’s common and preferred stock price.

 

Item 3.Defaults Upon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

 

None.

 

Item 5.Other Information

 

None.

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Table of Contents

Item 6.Exhibits

 

The following Exhibits are filed as a part of this report:

 

 

 

 

 

Exhibit
Number

 

Description

3.1

 

 

Articles of Amendment and Restatement of Sunstone Hotel Investors, Inc. (incorporated by reference to Exhibit 3.1 to the registration statement on Form S-11 (File No. 333-117141) filed by the Company).

 

 

 

 

3.2

 

 

Amended and Restated Bylaws of Sunstone Hotel Investors, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q, filed by the Company on August 5, 2008).

 

 

 

 

3.2.1

 

 

First Amendment to the Amended and Restated Bylaws of Sunstone Hotel Investors, Inc., effective as of March 19, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on March 22, 2012).

 

 

 

 

3.2.2

 

 

Second Amendment to the Amended and Restated Bylaws of Sunstone Hotel Investors, Inc., effective as of February 13, 2015 (incorporated by reference to Exhibit 3.4 to Form 10-K, filed by the Company on February 19, 2015).

 

 

 

 

3.2.3

 

 

Third Amendment to the Amended and Restated Bylaws of Sunstone Hotel Investors, Inc., effective as of February 17, 2017 (incorporated by reference to Exhibit 3.2 to Form 8-K, filed by the Company on February 21, 2017).

 

 

 

 

3.3

 

 

Articles Supplementary Prohibiting the Company From Electing to be Subject to Section 3-803 of the Maryland General Corporation Law Absent Shareholder Approval (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on April 29, 2013).

 

 

 

 

3.4

 

 

Articles Supplementary for Series E preferred stock (incorporated by reference to Exhibit 3.5 to the registration statement on Form 8-A, filed by the Company on March 10, 2016).

 

 

 

 

3.5

 

 

Articles Supplementary for Series F preferred stock (incorporated by reference to Exhibit 3.5 to the registration statement on Form 8-A, filed by the Company on May 16, 2016).

 

 

 

 

10.1

Fifth Amended and Restated Limited Liability Company Agreement of Sunstone Hotel Partnership, LLC (incorporated by reference to Exhibit 3.2 to Form 8-K, filed by the Company on May 17, 2016).

31.1

 

 

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

31.2

 

 

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002.

 

 

 

 

32.1

 

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

101.INS

 

 

XBRL Instance Document *

 

 

 

 

101.SCH

 

 

XBRL Taxonomy Extension Schema Document *

 

 

 

 

101.CAL

 

 

XBRL Taxonomy Extension Calculation Linkbase Document *

 

 

 

 

101.LAB

 

 

XBRL Taxonomy Extension Label Linkbase Document *

 

 

 

 

101.PRE

 

 

XBRL Taxonomy Extension Presentation Linkbase Document *

 

 

 

 

101.DEF

 

 

XBRL Taxonomy Extension Definition Linkbase Document *


 

 

 

 

 

*

 

Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at September 30, 20172018 and December 31, 2016;2017; (ii) the Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 20172018 and 2016;2017; (iii) the Consolidated Statement of Equity for the nine months ended September 30, 2017;2018; (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 20172018 and 2016;2017; and (v) Notes to Unaudited Consolidated Financial Statements that have been detail tagged.

 

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Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

Sunstone Hotel Investors, Inc.

 

 

Date: November 1, 20176, 2018

By:

/s/ Bryan A. Giglia

 

 

Bryan A. Giglia
(Chief Financial Officer and Duly Authorized Officer)

 

 

 

 

49