Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-34693 | |
Entity Registrant Name | CHATHAM LODGING TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-1200777 | |
Entity Address, Address Line One | 222 Lakeview Avenue, Suite 200 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 561 | |
Local Phone Number | 802-4477 | |
Title of 12(b) Security | Common Shares of Beneficial Interest, $0.01 par value | |
Trading Symbol | CLDT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Smaller Reporting Company | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 46,967,891 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001476045 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Investment in hotel properties, net | $ 1,328,717 | $ 1,347,116 |
Investment in hotel properties under development | 30,546 | 20,496 |
Cash and cash equivalents | 36,883 | 6,620 |
Restricted cash | 8,863 | 13,562 |
Investment in unconsolidated real estate entities | 0 | 17,969 |
Right of use asset, net | 20,959 | 21,270 |
Hotel receivables (net of allowance for doubtful accounts of $355 and $451, respectively) | 2,251 | 4,626 |
Deferred costs, net | 4,495 | 4,271 |
Prepaid expenses and other assets | 4,612 | 2,615 |
Deferred tax asset, net | 29 | 29 |
Total assets | 1,437,355 | 1,438,574 |
Liabilities and Equity: | ||
Mortgage debt, net | 491,175 | 495,465 |
Revolving credit facility | 173,000 | 90,000 |
Accounts payable and accrued expenses | 19,306 | 33,012 |
Distributions and losses in excess of investments in unconsolidated real estate entities | 17,778 | 15,214 |
Lease liability, net | 23,483 | 23,717 |
Distributions payable | 469 | 6,142 |
Total liabilities | 725,211 | 663,550 |
Commitments and contingencies (Note 13) | ||
Shareholders’ Equity: | ||
Preferred shares, $0.01 par value, 100,000,000 shares authorized and unissued at June 30, 2020 and December 31, 2019 | 0 | 0 |
Common shares, $0.01 par value, 500,000,000 shares authorized; 46,965,827 and 46,928,445 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 470 | 469 |
Additional paid-in capital | 905,977 | 904,273 |
Accumulated deficit | (207,306) | (142,365) |
Total shareholders’ equity | 699,141 | 762,377 |
Noncontrolling Interests: | ||
Noncontrolling interest in Operating Partnership | 13,003 | 12,647 |
Total equity | 712,144 | 775,024 |
Total liabilities and equity | $ 1,437,355 | $ 1,438,574 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts related to receivables | $ 355 | $ 451 |
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, shares issued (in shares) | 46,965,827 | 46,965,827 |
Common shares, shares outstanding (in shares) | 46,928,445 | 46,928,445 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total revenue | $ 20,173,000 | $ 87,874,000 | $ 80,382,000 | $ 163,553,000 |
Total hotel operating expenses | 15,740,000 | 44,129,000 | 52,080,000 | 85,954,000 |
Depreciation and amortization | 13,667,000 | 12,999,000 | 26,729,000 | 25,771,000 |
Impairment loss on investment in unconsolidated real estate entities | 0 | 0 | 15,282,000 | 0 |
Property taxes, ground rent and insurance | 5,892,000 | 6,242,000 | 11,990,000 | 12,409,000 |
General and administrative | 2,487,000 | 3,611,000 | 5,252,000 | 7,125,000 |
Other charges | 215,000 | 25,000 | 2,984,000 | 42,000 |
Reimbursable costs from unconsolidated real estate entities | 794,000 | 1,435,000 | 2,374,000 | 2,926,000 |
Total operating expenses | 38,795,000 | 68,441,000 | 116,691,000 | 134,227,000 |
Operating (loss) income before gain (loss) on sale of hotel property | (18,622,000) | 19,433,000 | (36,309,000) | 29,326,000 |
Gain (loss) on sale of hotel property | 2,000 | (3,300,000) | 3,000 | (3,300,000) |
Operating (loss) income | (18,620,000) | 16,133,000 | (36,306,000) | 26,026,000 |
Interest and other income | 39,000 | 66,000 | 120,000 | 121,000 |
Interest expense, including amortization of deferred fees | (7,034,000) | (7,131,000) | (13,867,000) | (14,328,000) |
(Loss) income from unconsolidated real estate entities | (1,578,000) | 457,000 | (5,251,000) | (666,000) |
(Loss) income before income tax expense | (27,193,000) | 9,525,000 | (55,304,000) | 11,153,000 |
Income tax expense | 0 | 0 | 0 | 0 |
Net (loss) income | (27,193,000) | 9,525,000 | (55,304,000) | 11,153,000 |
Net (loss) income attributable to noncontrolling interests | 366,000 | (88,000) | 694,000 | (103,000) |
Net (loss) income attributable to common shareholders | $ (26,827,000) | $ 9,437,000 | $ (54,610,000) | $ 11,050,000 |
(Loss) income per Common Share - Basic: | ||||
Net income (loss) attributable to common shareholders (Note 11) (in dollars per share) | $ (0.57) | $ 0.20 | $ (1.16) | $ 0.23 |
(Loss) income per Common Share - Diluted: | ||||
Net income (loss) attributable to common shareholders (Note 11) (in dollars per share) | $ (0.57) | $ 0.20 | $ (1.16) | $ 0.23 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 46,960,289 | 46,760,016 | 46,954,411 | 46,658,973 |
Diluted (in shares) | 46,960,289 | 46,976,999 | 46,954,411 | 46,855,916 |
Distributions declared per common share (in dollars per share) | $ 0 | $ 0.33 | $ 0.22 | $ 0.66 |
Room | ||||
Total revenue | $ 18,389,000 | $ 79,970,000 | $ 71,437,000 | $ 148,055,000 |
Total hotel operating expenses | 4,517,000 | 16,372,000 | 17,912,000 | 31,942,000 |
Food and beverage | ||||
Total revenue | 117,000 | 2,535,000 | 2,180,000 | 4,962,000 |
Total hotel operating expenses | 128,000 | 2,120,000 | 2,018,000 | 4,129,000 |
Other | ||||
Total revenue | 873,000 | 3,934,000 | 4,391,000 | 7,610,000 |
Reimbursable costs from unconsolidated real estate entities | ||||
Total revenue | 794,000 | 1,435,000 | 2,374,000 | 2,926,000 |
Telephone | ||||
Total hotel operating expenses | 351,000 | 410,000 | 730,000 | 843,000 |
Other hotel operating | ||||
Total hotel operating expenses | 182,000 | 971,000 | 992,000 | 1,910,000 |
General and administrative | ||||
Total hotel operating expenses | 3,360,000 | 6,574,000 | 8,636,000 | 12,741,000 |
Franchise and marketing fees | ||||
Total hotel operating expenses | 1,636,000 | 6,984,000 | 6,356,000 | 12,916,000 |
Advertising and promotions | ||||
Total hotel operating expenses | 854,000 | 1,485,000 | 2,364,000 | 3,018,000 |
Utilities | ||||
Total hotel operating expenses | 1,863,000 | 2,525,000 | 4,378,000 | 5,275,000 |
Repairs and maintenance | ||||
Total hotel operating expenses | 1,640,000 | 3,431,000 | 5,101,000 | 7,042,000 |
Management fees | ||||
Total hotel operating expenses | 848,000 | 2,892,000 | 2,872,000 | 5,436,000 |
Insurance | ||||
Total hotel operating expenses | $ 361,000 | $ 365,000 | $ 721,000 | $ 702,000 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Shares | Additional Paid - In Capital | Retained earnings (distributions in excess of retained earnings) | Total Shareholders’ Equity | Noncontrolling Interest in Operating Partnership |
Beginning Balance (in shares) at Dec. 31, 2018 | 46,525,652 | |||||
Beginning Balance at Dec. 31, 2018 | $ 807,418 | $ 465 | $ 896,286 | $ (99,285) | $ 797,466 | $ 9,952 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares pursuant to Equity Incentive Plan (in shares) | 27,870 | |||||
Issuance of shares pursuant to Equity Incentive Plan | 500 | 500 | 500 | |||
Issuance of shares, net of offering costs (in shares) | 364,861 | |||||
Issuance of shares, net of offering costs | 6,919 | $ 4 | 6,915 | 6,919 | ||
Amortization of share based compensation | 2,072 | 31 | 31 | 2,041 | ||
Dividends declared on common shares | (30,814) | (30,814) | (30,814) | |||
Distributions declared on LTIP units | (651) | (651) | ||||
Reallocation of noncontrolling interest | 0 | 337 | 337 | (337) | ||
Net loss | 11,153 | 11,050 | 11,050 | 103 | ||
Ending Balance (in shares) at Jun. 30, 2019 | 46,918,383 | |||||
Ending Balance at Jun. 30, 2019 | 796,597 | $ 469 | 904,069 | (119,049) | 785,489 | 11,108 |
Beginning Balance (in shares) at Mar. 31, 2019 | 46,571,005 | |||||
Beginning Balance at Mar. 31, 2019 | 794,917 | $ 466 | 897,161 | (113,039) | 784,588 | 10,329 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares, net of offering costs (in shares) | 347,378 | |||||
Issuance of shares, net of offering costs | 6,826 | $ 3 | 6,823 | 6,826 | ||
Amortization of share based compensation | 1,125 | 15 | 15 | 1,110 | ||
Dividends declared on common shares | (15,447) | (15,447) | (15,447) | |||
Distributions declared on LTIP units | (349) | (349) | ||||
Reallocation of noncontrolling interest | 0 | 70 | 70 | 70 | ||
Net loss | 9,525 | 9,437 | 9,437 | 88 | ||
Ending Balance (in shares) at Jun. 30, 2019 | 46,918,383 | |||||
Ending Balance at Jun. 30, 2019 | 796,597 | $ 469 | 904,069 | (119,049) | 785,489 | 11,108 |
Beginning Balance (in shares) at Dec. 31, 2019 | 46,928,445 | |||||
Beginning Balance at Dec. 31, 2019 | 775,024 | $ 469 | 904,273 | (142,365) | 762,377 | 12,647 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares pursuant to Equity Incentive Plan (in shares) | 24,516 | |||||
Issuance of shares pursuant to Equity Incentive Plan | 450 | 450 | 450 | |||
Issuance of shares, net of offering costs (in shares) | 12,866 | |||||
Issuance of shares, net of offering costs | 126 | $ 1 | 125 | 126 | ||
Amortization of share based compensation | 2,412 | 15 | 15 | 2,397 | ||
Dividends declared on common shares | (10,331) | (10,331) | (10,331) | |||
Distributions declared on LTIP units | (233) | (233) | ||||
Reallocation of noncontrolling interest | 0 | 1,114 | 1,114 | (1,114) | ||
Net loss | (55,304) | (54,610) | (54,610) | (694) | ||
Ending Balance (in shares) at Jun. 30, 2020 | 46,965,827 | |||||
Ending Balance at Jun. 30, 2020 | 712,144 | $ 470 | 905,977 | (207,306) | 699,141 | 13,003 |
Beginning Balance (in shares) at Mar. 31, 2020 | 46,960,389 | |||||
Beginning Balance at Mar. 31, 2020 | 738,270 | $ 469 | 905,936 | (180,479) | 725,926 | 12,344 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares, net of offering costs (in shares) | 5,438 | |||||
Issuance of shares, net of offering costs | 36 | $ 1 | 35 | 36 | ||
Amortization of share based compensation | 1,031 | 6 | 6 | 1,025 | ||
Net loss | (27,193) | (26,827) | (26,827) | (366) | ||
Ending Balance (in shares) at Jun. 30, 2020 | 46,965,827 | |||||
Ending Balance at Jun. 30, 2020 | $ 712,144 | $ 470 | $ 905,977 | $ (207,306) | $ 699,141 | $ 13,003 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Issuance of shares, net of offering costs | $ 1 | $ 32 | $ 3 | $ 201 |
Distributions declared per common share (in dollars per share) | $ 0 | $ 0.33 | $ 0.22 | $ 0.66 |
LTIP units, distributions per unit (in dollars per share) | $ 0.33 | $ 0.22 | $ 0.66 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (55,304) | $ 11,153 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation | 26,607 | 25,647 |
Amortization of deferred franchise fees | 122 | 124 |
Amortization of deferred financing fees included in interest expense | 489 | 456 |
Loss on sale of hotel property | 0 | 3,300 |
Impairment loss on investment in unconsolidated real estate entities | 15,282 | 0 |
Share based compensation | 2,349 | 2,297 |
Accelerated share based compensation for employee severance | 288 | 0 |
Loss from unconsolidated real estate entities | 5,251 | 666 |
Changes in assets and liabilities: | ||
Right of use asset | 311 | 307 |
Hotel receivables | 2,378 | (2,961) |
Deferred costs | (16) | (30) |
Prepaid expenses and other assets | (2,022) | (2,152) |
Accounts payable and accrued expenses | (11,241) | (791) |
Lease liability | (234) | (187) |
Net cash (used in) provided by operating activities | (15,740) | 37,829 |
Cash flows from investing activities: | ||
Improvements and additions to hotel properties | (10,424) | (20,716) |
Investment in hotel properties under development | (10,050) | (2,503) |
Proceeds from sale of hotel properties, net | 0 | 8,987 |
Distributions from unconsolidated real estate entities | 0 | 411 |
Net cash used in investing activities | (20,474) | (13,821) |
Cash flows from financing activities: | ||
Borrowings on revolving credit facility | 86,000 | 34,500 |
Repayments on revolving credit facility | (3,000) | (37,000) |
Payments on mortgage debt | (4,483) | (2,567) |
Payment of financing costs | (627) | (48) |
Payment of offering costs | (3) | (201) |
Proceeds from issuance of common shares | 128 | 7,119 |
Distributions-common shares/units | (16,237) | (31,236) |
Net cash provided by (used in) financing activities | 61,778 | (29,433) |
Net change in cash, cash equivalents and restricted cash | 25,564 | (5,425) |
Cash, cash equivalents and restricted cash, beginning of period | 20,182 | 32,337 |
Cash, cash equivalents and restricted cash, end of period | 45,746 | 26,912 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 13,844 | 13,753 |
Capitalized interest | 595 | 74 |
Cash paid for income taxes | $ 44 | $ 415 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Cash Flows [Abstract] | ||
Accrued distributions payable | $ 469 | $ 5,895 |
Accrued but unpaid distribution | 658 | |
Accrued share based compensation | 225 | 225 |
Accounts payable and accrued expenses | $ 1,554 | $ 2,296 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Organization Chatham Lodging Trust (“we,” “us” or the “Company”) was formed as a Maryland real estate investment trust (“REIT”) on October 26, 2009. The Company is internally-managed and invests primarily in upscale extended-stay and premium-branded select-service hotels. In January 2014, the Company established an At the Market Equity Offering ("Prior ATM Plan") whereby, from time to time, we may publicly offer and sell our common shares having an aggregate maximum offering price of up to $50 million by means of ordinary brokers’ transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. The Company filed a $100 million registration statement for a new ATM program (the "ATM Plan" and together with the Prior ATM Plan, the "ATM Plans") on December 28, 2017 to replace the prior program. At the same time, the Company entered into sales agreements with Cantor Fitzgerald & Co. ("Cantor"), Barclays Capital Inc. (“Barclays”), Robert W. Baird & Co. Incorporated, ("Baird"), Citigroup Global Markets Inc. ("Citigroup"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and Wells Fargo Securities, LLC ("Wells Fargo") as sales agents. During the six months ended June 30, 2020 , we issued no shares under the ATM Plan. As of June 30, 2020, ther e was approximately $90.4 million available for issuance under the ATM Plan. In January 2014, the Company established a $25 million dividend reinvestment and stock purchase plan (the "Prior DRSPP"). We filed a new $50 million shelf registration statement for the dividend reinvestment and stock purchase plan (the "New DRSPP" and together with the Prior DRSPP, the "DRSPPs") on December 28, 2017 to replace the prior program. Under the DRSPPs, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on the Company's common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectus for the DRSPPs. During the three months ended June 30, 2020 , we issued 5,438 shares under the New DRSPP at a weighted average price of $6.54, which generated $35.6 thousand of proceeds. As of June 30, 2020, there was approximately $27.7 million available for issuance under the New DRSPP. The net proceeds from any share offerings or issuances are contributed to Chatham Lodging, L.P., our operating partnership (the “Operating Partnership”), in exchange for partnership interests. Substantially all of the Company’s assets are held by, and all operations are conducted through, the Operating Partnership. Chatham Lodging Trust is the sole general partner of the Operating Partnership and owns 100.0% of the common units of limited partnership interest in the Operating Partnership. Certain of the Company’s executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP units"), which are presented as non-controlling interests on our consolidated balance sheets. As of June 30, 2020, the Company wholly owned 40 hotels with an aggregate of 6,092 rooms located in 15 states and the District of Columbia. As of June 30, 2020, the Company also (i) held a 10.3% noncontrolling interest in a joint venture (the “NewINK JV”) with affiliates of Colony Capital, Inc. ("CLNY"), which currently owns 46 hotels acquired from a joint venture (the "Innkeepers JV") between the Company and Cerberus Capital Management ("Cerberus"), comprising 5,948 rooms and (ii) held a 10% noncontrolling interest in a separate joint venture (the "Inland JV") with CLNY, which owns 48 hotels acquired from Inland American Real Estate Trust, Inc. ("Inland"), comprising an aggregate of 6,402 rooms. We sometimes use the term "JVs", which refers collectively to the NewINK JV and Inland JV. To qualify as a REIT, the Company cannot operate the hotels. Therefore, the Operating Partnership and its subsidiaries lease the Company's wholly owned hotels to taxable REIT subsidiary lessees (“TRS Lessees”), which are wholly owned by the Company’s taxable REIT subsidiary (“TRS”) holding company. The Company indirectly (i) owns its 10.3% interest in the 46 NewINK JV hotels and (ii) owns its 10% interest in the 48 Inland JV hotels through the Operating Partnership. All of the NewINK JV hotels and Inland JV hotels are leased to TRS Lessees, in which the Company indirectly owns noncontrolling interests through its TRS holding company. Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. The initial term of each of the TRS leases is 5 years. Lease revenue from each TRS Lessee is eliminated in consolidation. The TRS Lessees have entered into management agreements with third-party management companies that provide day-to-day management for the hotels. As of June 30, 2020, Island Hospitality Management LLC (“IHM”), which is 52.5% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all 40 of the Company’s wholly owned hotels. As of June 30, 2020, all of the NewINK JV hotels were managed by IHM. As of June 30, 2020, 34 of the Inland JV hotels were managed by IHM and 14 of the Inland JV hotels were managed by Marriott International, Inc. ("Marriott"). Liquidity Due to the COVID-19 pandemic and the effects of travel restrictions both globally and in the United States, the hospitality industry has experienced drastic drops in demand. We believe the ongoing effects of the COVID-19 pandemic on our operations have had, and will continue to have, a material negative impact on our financial results and cash flows, and such negative impact may continue beyond the containment of the pandemic. On May 6, 2020, we amended our credit facility to suspend financial covenants through March 31, 2021 and provide access to the entire $250 million facility size. We have also taken additional measures to improve our liquidity, including reducing operating expenses, deferring capital expenditures, and suspending dividends. Based on the successful amendment of our credit facility and the steps we have taken to reduce hotel operating costs, delay capital expenditures and suspend dividends, we believe that we have sufficient liquidity to satisfy our obligations for the foreseeable future. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. These unaudited consolidated financial statements, in the opinion of management, include all adjustments consisting of normal, recurring adjustments which are considered necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full year performance due to seasonal and other factors, including the timing of the acquisition or sale of hotels. The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements prepared in accordance with GAAP, and the related notes thereto as of December 31, 2019, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Recently Adopted Accounting Policies On January 1, 2019, the Company adopted accounting guidance under Accounting Standards Codification (ASU) 2016-02 (“ASU 2016-02”), Leases , which relates to the accounting for leasing transactions. On February 25, 2016, the FASB issued updated accounting guidance which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new accounting guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on whether or not the lease is effectively a financed purchase by the lessee. The classification of the lease will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases. We adopted the new accounting guidance on January 1, 2019 and applied it based on the optional transition method provided for, which allows entities to recognize a cumulative-effect adjustment to the balance sheet on the adoption date. Upon adoption, we applied the package of practical expedients made available under the new accounting guidance and also make an accounting policy election to not recognize right-of-use assets or lease liabilities for leases with terms of 12 months or less. For our ground lease agreements and corporate office lease agreement, all of which are currently |
Disposition of Hotel Properties
Disposition of Hotel Properties | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of Hotel Properties | Disposition of Hotel Properties On May 7, 2019, the Company sold the Courtyard by Marriott hotel in Altoona, PA for $4.6 million and recognized a loss on the sale of the hotel property of $4.4 million. On May 15, 2019, the Company sold the SpringHill Suites by Marriott hotel in Washington, PA for $5.1 million and recognized a gain on the sale of the hotel property of $1.1 million. Proceeds from the sales were used to repay amounts outstanding on the Company's revolving credit facility. These sales did not represent a strategic shift that had or will have a major effect on the Company's operations and financial results and did not qualify to be reported as discontinued operations. During the three and six months ended June 30, 2020 and 2019, the Company's consolidated statements of operations included operating income related to the disposed hotels as follows (in thousands): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Altoona CY $ — $ 11 $ — $ 24 Washington SHS — 33 — 198 Total $ — $ 44 $ — $ 222 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful AccountsThe Company maintains an allowance for doubtful accounts at a level believed to be adequate to absorb estimated probable losses. That estimate is based on past loss experience, current economic and market conditions and other relevant factors. The allowance for doubtful accounts was $0.4 million and $0.5 million as of June 30, 2020 and December 31, 2019, respectively. |
Investment in Hotel Properties
Investment in Hotel Properties | 6 Months Ended |
Jun. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Investment in Hotel Properties | Investment in Hotel Properties Investment in Hotel Properties,net Investment in hotel properties, net as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Land and improvements $ 296,905 $ 296,884 Building and improvements 1,232,263 1,216,849 Furniture, fixtures and equipment 88,846 81,707 Renovations in progress 15,809 31,589 1,633,823 1,627,029 Less: accumulated depreciation (305,106) (279,913) Investment in hotel properties, net $ 1,328,717 $ 1,347,116 Investment in hotel properties under development |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | Investment in Unconsolidated Entities On June 9, 2014, the Company acquired a 10.3% interest in the NewINK JV, a joint venture between affiliates of NorthStar Realty Finance Corp. ("NorthStar") and the Operating Partnership. The Company accounts for this investment under the equity method. NorthStar merged with Colony Capital, Inc. ("Colony") on January 10, 2017 to form a new company, CLNY, which owns a 89.7% interest in the NewINK JV. The value of NewINK JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. As of June 30, 2020 and 2019, the Company’s share of partners’ capital in the NewINK JV was approximately $5.2 million and $46.4 million, respectively, and the total difference between the carrying amount of investment and the Company’s share of partners’ capital was approximately $23.0 million and $56.5 million, respectively, (for which the basis difference related to amortizing assets is being recognized over the life of the related assets as a basis difference adjustment). The Company offset approximately $32.2 million of its share of the NewINK JV's impairment loss in the current period by its remaining basis difference in the NewINK JV. The Company serves as managing member of the NewINK JV. During the three and six months ended June 30, 2020 and 2019, the Company received cash distributions from the NewINK JV as follows (in thousands): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Cash generated from other activities and excess cash $ — $ 411 $ — $ 411 Total $ — $ 411 $ — $ 411 On November 17, 2014, the Company acquired a 10.0% interest in the Inland JV, a joint venture between affiliates of NorthStar and the Operating Partnership. The Company accounts for this investment under the equity method. NorthStar merged with Colony on January 10, 2017 to form a new company, CLNY, which owns a 90% interest in the Inland JV. The value of Inland JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. The Company serves as managing member of the Inland JV. During the three and six months ended June 30, 2020 and 2019, the Company received no cash distributions from the Inland JV. On May 9, 2017, the NewINK JV refinanced the $840.0 million loan collateralized by the 47 hotels then owned with a new $850.0 million loan with an interest at a rate of LIBOR plus a spread of 2.79%, an initial maturity date of June 7, 2019 and three one-year extension options. The NewINK JV exercised the first extension and the maturity was extended to June 7, 2020. On November 7, 2019, the NewINK JV refinanced the $850.0 million loan with a new $855.0 million non-recourse loan from Morgan Stanley Bank, N.A., JPMorgan Chase Bank, National Association, and Bank of America, N.A. (collectively the "Lender"), collateralized by the then owned 46 hotels. The new loan bears interest at a rate of LIBOR plus a spread of 2.82%, has an initial maturity of November 7, 2021 and five one-year extension options. On April 7, 2020 and May 7, 2020, the NewINK JV failed to make debt service payments related to its $855.0 million loan. T he servicer and lender subsequently agreed to fund the April 7, 2020 and May 7, 2020 interest payments for the senior portion of the loan from restricted cash balances that were originally escrowed to fund future capital expenditures. The NewINK JV made the debt payment due to senior lenders on June, 7, 2020 but has not made the debt payment due to senior lenders on July 7, 2020. The NewINK JV did not make the interest payment due to mezzanine lenders on April 7, 2020 and has not made any of the subsequent monthly interest payments due to mezzanine lenders. The failure to make the required debt service payments is an event of default under the NewINK loan agreement and could result in a foreclosure by the lender. The NewINK JV is attempting to negotiate a forbearance agreement with the lender but cannot provide any assurance that such an agreement will be reached. The NewINK JV debt is non-recourse to Chatham with the exception of customary non-recourse carve-out provisions such as fraud, material and intentional misrepresentations and misapplication of funds. A default under the NewINK loan agreement does not trigger a cross-default under any of Chatham’s debt agreements. On June 9, 2017, the Inland JV refinanced the $817.0 million loan collateralized by the 48 hotels with a new $780.0 million non-recourse loan with Column Financial, Inc. On June 9, 2017, the Company contributed an additional $5.0 million of capital related to its share in the Inland JV to reduce the debt collateralized by the 48 hotels. The new loan bears interest at a rate of LIBOR plus a spread of 3.3%, had an initial maturity date of July 9, 2019 and three one-year extension options. The Inland JV exercised the first extension and the maturity was extended to July 9, 2020. On April 9, 2020 the Inland JV failed to make a debt service payment related to its $780.0 million loan and has not made any of its subsequent monthly debt service payments. The failure to make the required debt service payments is an event of default under the Inland loan agreement. The Inland JV has not been successful in negotiating a forbearance agreement with its lenders. The Inland JV debt is non-recourse to Chatham with the exception of customary non-recourse carve-out provisions such as fraud, material and intentional misrepresentations and misapplication of funds. A default under the Inland JV loan agreement does not trigger a cross-default under any of Chatham’s debt agreements. The Company’s ownership interests in the JVs are subject to change in the event that either the Company or CLNY calls for additional capital contributions to the respective JVs necessary for the conduct of business, including contributions to fund costs and expenses related to capital expenditures. In connection with (i) the non-recourse mortgage loan secured by the NewINK JV properties and the related non-recourse mezzanine loan secured by the membership interests in the owners of the NewINK JV properties and (ii) the non-recourse mortgage loan secured by the Inland JV properties, the Operating Partnership provided the applicable lenders with customary environmental indemnities, as well as guarantees of certain customary non-recourse carve-out provisions such as fraud, material and intentional misrepresentations and misapplication of funds. In some circumstances, such as the bankruptcy of the applicable borrowers, the guarantees are for the full amount of the outstanding debt, but in most circumstances, the guarantees are capped at 15% of the debt outstanding at the time in question (in the case of the NewINK JV loans) or 20% of the debt outstanding at the time in question (in the case of the Inland JV loans). In connection with each of the NewINK JV and Inland JV loans, the Operating Partnership has entered into a contribution agreement with its JV partner whereby the JV partner is, in most cases, responsible to cover such JV partner’s pro rata share of any amounts due by the Operating Partnership under the applicable guarantees and environmental indemnities. The Company manages the JVs and will receive a promote interest in each applicable JV if it meets certain return thresholds for such JV. CLNY may also approve certain actions by the JVs without the Company’s consent, including certain property dispositions conducted at arm’s length, certain actions related to the restructuring of the applicable JV and removal of the Company as managing member in the event the Company fails to fulfill its material obligations under the applicable joint venture agreement. During the three months ended March 31, 2020, the Company determined that an other than temporary decline in the value of its equity investment in the Inland JV had occurred. The Inland JV’s operating performance has been significantly impacted by the COVID-19 pandemic. The Inland JV has high leverage, limited liquidity and limited ability to fund the current level of operating losses caused by the COVID-19 pandemic for a sustained period of time. Based on these factors, we have assessed that the fair market value of our equity investment in the Inland JV is $0 and the Company did not consider the investment recoverable and therefore recorded an impairment of $15.3 million on the investment. Since the Company’s basis in the Inland JV is now $0 and we expect that ongoing losses are not sustainable, we stopped recording any equity income or losses from the Inland JV as of March 31, 2020. The Company's recorded investments in the NewINK JV and the Inland JV were $(17.8) million and $0.0 million, respectively, at June 30, 2020. The following table sets forth the combined components of net loss, including the Company’s share, related to all JVs for the three and six months ended June 30, 2020 and 2019 (in thousands): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Revenue $ 37,897 $ 134,457 $ 128,767 $ 246,576 Total hotel operating expenses 39,987 84,974 111,952 164,073 Hotel operating (loss) income $ (2,090) $ 49,483 $ 16,815 $ 82,503 Impairment loss $ 561,494 $ — $ 575,375 $ — Net (loss) income from continuing operations $ (604,721) $ 565 $ (645,006) $ (14,454) Gain (loss) on sale of hotels 68 — (14) — Net (loss) income $ (604,653) $ 565 $ (645,020) $ (14,454) (Loss) income allocable to the Company $ (1,905) $ 58 $ (5,977) $ (1,464) Basis difference adjustment 327 399 726 798 Total (loss) income from unconsolidated real estate entities attributable to the Company $ (1,578) $ 457 $ (5,251) $ (666) |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s mortgage loans are collateralized by first-mortgage liens on certain of the Company’s properties. The mortgage loans are non-recourse except for instances of fraud or misapplication of funds. Mortgage and revolving credit facility debt consisted of the following (dollars in thousands): Collateral Interest Rate Maturity Date 6/30/20 Property Carrying Value Balance Outstanding on Loan as of June 30, 2020 December 31, Revolving Credit Facility (1) 3.11 % March 8, 2022 $ 397,214 $ 173,000 $ 90,000 Residence Inn by Marriott New Rochelle, NY 5.75 % September 1, 2021 20,455 12,790 12,936 Residence Inn by Marriott San Diego, CA 4.66 % February 6, 2023 44,234 26,957 27,272 Homewood Suites by Hilton San Antonio, TX 4.59 % February 6, 2023 29,231 15,381 15,563 Residence Inn by Marriott Vienna, VA 4.49 % February 6, 2023 31,535 21,038 21,291 Courtyard by Marriott Houston, TX 4.19 % May 6, 2023 30,651 17,345 17,559 Hyatt Place Pittsburgh, PA 4.65 % July 6, 2023 34,361 21,278 21,520 Residence Inn by Marriott Bellevue, WA 4.97 % December 6, 2023 63,198 43,433 43,857 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 41,239 31,762 32,053 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 77,528 63,918 64,406 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 85,898 69,738 70,270 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 63,983 47,939 48,305 Residence Inn by Marriott Mountain View, CA 4.64 % July 6, 2024 51,144 37,384 37,670 SpringHill Suites by Marriott Savannah, GA 4.62 % July 6, 2024 33,953 29,590 29,817 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 38,620 20,713 20,931 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 13,489 15,553 15,693 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 16,111 17,558 17,717 Total debt before unamortized debt issue costs $ 1,072,844 $ 665,377 $ 586,860 Unamortized mortgage debt issue costs (1,202) (1,395) Total debt outstanding $ 664,175 $ 585,465 (1) The interest rate for the revolving credit facility is variable and based on LIBOR (subject to a 0.5% floor) plus a spread of 2.5% if borrowings remain at or below $200 million and a spread of 3.0% if borrowings exceed $200 million. At June 30, 2020 and December 31, 2019, the Company had $173.0 million and $90.0 million, respectively, of outstanding borrowings under its $250.0 million revolving credit facility. The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates. All of the Company's mortgage loans are fixed-rate. Rates take into consideration general market conditions, quality and estimated value of collateral and maturity of debt with similar credit terms and are classified within level 3 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt as of June 30, 2020 and December 31, 2019 was $479.5 million and $501.5 million, respectively. The Company estimates the fair value of its variable rate debt by taking into account general market conditions and the estimated credit terms it could obtain for debt with similar maturity and is classified within level 3 of the fair value hierarchy. As of June 30, 2020, the Company’s only variable rate debt is under its revolving credit facility. The estimated fair value of the Company’s variable rate debt as of June 30, 2020 and December 31, 2019 was $173.0 million and $90.0 million, respectively. On May 6, 2020, the company amended its credit facility to provide it with certain relief from the effects of the COVID-19 pandemic. The amendment provides for the waiver of certain financial covenants through March 31, 2021 and allows Chatham to borrow up to the entire $250 million facility size during this period. During this covenant waiver period, Chatham will be required to maintain a minimum liquidity of $25 million which will include both unrestricted cash and credit facility availability. In connection with the amendment, Chatham added six hotels to the credit facility’s borrowing base which now has a total of 18 properties. The amendment provided Chatham’s credit facility lenders with pledges of the equity in the 18 borrowing base hotels. The amendment places additional limits on Chatham’s ability to incur debt, pay dividends, and make capital expenditures during the covenant waiver period. During the covenant waiver period interest will be calculated as LIBOR (subject to a 0.5% floor) plus a spread of 2.5% if borrowings remain at or below $200 million and a spread of 3.0% if borrowings exceed $200 million. As of June 30, 2020, the Company was in compliance with all of its modified financial covenants. Future scheduled principal payments of debt obligations as of June 30, 2020, for the current year and each of the next five calendar years and thereafter are as follows (in thousands): Amount 2020 (remaining six months) $ 4,982 2021 22,050 2022 182,954 2023 143,084 2024 296,387 2025 15,920 Thereafter — Total debt before unamortized debt issue costs $ 665,377 Unamortized mortgage debt issue costs (1,202) Total debt outstanding $ 664,175 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s TRS is subject to federal and state income taxes. Income tax expense was zero for the three months ended June 30, 2020 and 2019 and zero for the six months ended June 30, 2020 and 2019 As of each reporting date, the Company's management considers new evidence, both positive and negative, that could impact management's view with regard to future realization of deferred tax assets. The Company's TRS is expecting continued taxable losses in 2020. As of June 30, 2020, the TRS continues to recognize a full valuation allowance equal to 100% of the net deferred tax assets, with the exception of the AMT tax credit, due to the uncertainty of the TRS's ability to utilize these net deferred tax assets. Management will continue to monitor the need for a valuation allowance. During the third quarter of 2018, the Company was notified that the tax return of the Company's TRS was going to be examined by the Internal Revenue Service for the tax year ended December 31, 2016. The examination remains open. The Company believes it does not need to record a liability related to matters contained in the tax period open to examination. However, should the Company experience an unfavorable outcome in the matter, such outcome could have a material impact on its results of operations, financial position and cash flows. |
Dividends Declared and Paid
Dividends Declared and Paid | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Dividends Declared and Paid | Dividends Declared and Paid The Company declared total common share dividends of $0.22 per share and distributions on LTIP units of $0.22 per unit for the six months ended June 30, 2020. The Company suspended dividends beginning after the payment of the March 27, 2020 dividend due to a decline in operating performance caused by the COVID-19 pandemic. The dividends and distributions were as follows: Record Date Payment Date Common share distribution amount LTIP unit distribution amount January 1/31/2020 2/28/2020 $ 0.11 $ 0.11 February 2/28/2020 3/27/2020 0.11 0.11 1st Quarter 2020 $ 0.22 $ 0.22 Total 2020 $ 0.22 $ 0.22 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The two-class method is used to determine earnings per share because unvested restricted shares and unvested LTIP units are considered to be participating shares. The LTIP units held by the non-controlling interest holders, which may be converted to common shares of beneficial interest, have been excluded from the denominator of the diluted earnings per share calculation as there would be no effect on the amounts since limited partners' share of income or loss would also be added back to net income or loss. Unvested restricted shares, unvested long-term incentive plan units and unvested Class A Performance LTIP units that could potentially dilute basic earnings per share in the future would not be included in the computation of diluted loss per share, for the periods where a loss has been recorded, because they would have been anti-dilutive for the periods presented. The following is a reconciliation of the amounts used in calculating basic and diluted net income per share (in thousands, except share and per share data): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Numerator: Net income (loss) attributable to common shareholders $ (26,827) $ 9,437 $ (54,610) $ 11,050 Dividends paid on unvested shares and units — (107) (50) (192) Net income (loss) attributable to common shareholders $ (26,827) $ 9,330 $ (54,660) $ 10,858 Denominator: Weighted average number of common shares - basic 46,960,289 46,760,016 46,954,411 46,658,973 Unvested shares — 216,983 — 196,943 Weighted average number of common shares - diluted 46,960,289 46,976,999 46,954,411 46,855,916 Basic income (loss) per Common Share: Net income (loss) attributable to common shareholders per weighted average basic common share $ (0.57) $ 0.20 $ (1.16) $ 0.23 Diluted income (loss) per Common Share: Net income (loss) attributable to common shareholders per weighted average diluted common share $ (0.57) $ 0.20 $ (1.16) $ 0.23 |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | Equity Incentive Plan The Company maintains its Equity Incentive Plan to attract and retain independent trustees, executive officers and other key employees and service providers. The plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. The plan was amended and restated as of May 17, 2013 to increase the maximum number of shares available under the plan to 3,000,000 shares. Share awards under this plan generally vest over three years, though compensation for the Company’s independent trustees includes share grants that vest immediately. The Company pays dividends on unvested shares and units, except for performance-based shares and outperformance based units, for which dividends on unvested performance-based shares and units are accrued and not paid until those shares or units vest. Certain awards may provide for accelerated vesting if there is a change in control. In January 2020 and 2019, the Company issued 24,516 and 27,870 common shares, respectively, to its independent trustees as compensation for services performed in 2019 and 2018, respectively. As of June 30, 2020, there were 760,748 common shares available for issuance under the Equity Incentive Plan. Restricted Share Awards From time to time, the Company may award restricted shares under the Equity Incentive Plan as compensation to officers, employees and non-employee trustees. The Company recognizes compensation expense for the restricted shares on a straight-line basis over the vesting period based on the fair market value of the shares on the date of issuance. A summary of the Company’s restricted share awards for the six months ended June 30, 2020 and the year ended December 31, 2019 is as follows: Six Months Ended Year Ended June 30, 2020 December 31, 2019 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Non-vested at beginning of the period 5,001 $ 18.33 8,334 $ 18.52 Granted — — — — Vested (1,667) 20.20 (3,333) 18.80 Forfeited — — — — Non-vested at end of the period 3,334 $ 17.40 5,001 $ 18.33 As of June 30, 2020 and December 31, 2019, there were $43.0 thousand and $58.5 thousand, respectively, of unrecognized compensation costs related to restricted share awards. As of June 30, 2020, these costs were expected to be recognized over a weighted–average period of approximately 1.5 years. For the three months ended June 30, 2020 and 2019, the Company recognized approximately $7.3 thousand and $15.7 thousand, respectively, and for six months ended June 30, 2020 and 2019, the Company recognized approximately $15.5 thousand and $31.3 thousand, respectively, of expense related to the restricted share awards. Long-Term Incentive Plan Awards LTIP units are a special class of partnership interests in the Operating Partnership which may be issued to eligible participants for the performance of services to or for the benefit of the Company. Under the Equity Incentive Plan, each LTIP unit issued is deemed equivalent to an award of one common share thereby reducing the number of shares available for other equity awards on a one-for-one basis. A summary of the Company's LTIP Unit awards for the six months ended June 30, 2020 and the year ended December 31, 2019 is as follows: Six Months Ended Year Ended June 30, 2020 December 31, 2019 Number of Units Weighted-Average Grant Date Fair Value Number of Units Weighted-Average Grant Date Fair Value Non-vested at beginning of the period 598,320 $ 18.30 476,398 $ 17.73 Granted 325,507 13.42 221,853 18.73 Vested (254,218) 18.82 (99,931) 16.55 Forfeited — $ — — $ — Non-vested at end of the period 669,609 $ 15.73 598,320 $ 18.30 Outperformance Plan LTIP Awards On June 1, 2015, the Company's Operating Partnership granted 183,300 Class A Performance LTIP units, as recommended by the Compensation Committee of the Board (the “Compensation Committee”), pursuant to a long-term, multi-year performance plan (the “Outperformance Plan”). As of June 1, 2018, the Class A Performance LTIP units did not meet the required market based Total Shareholder Return ("TSR") measurements and therefore, the accrued dividends and units have been forfeited. The expense related to these LTIP units was completely amortized as of May 31, 2020. Time-Based LTIP Awards On March 1, 2020, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 130,206 time-based awards (the “2020 Time-Based LTIP Unit Award”). The grants were made pursuant to award agreements that provide for time-based vesting (the "LTIP Unit Time-Based Vesting Agreement"). Time-based LTIP Unit Awards will vest ratably provided that the recipient remains employed by the Company through the applicable vesting date , subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Prior to vesting, a holder is entitled to receive distributions on the LTIP Units that comprise the 2020 Time-Based LTIP Unit Awards and the prior year LTIP unit Awards set forth in the table above. Performance-Based LTIP Awards On March 1, 2020, the Company's Operating Partnership, upon the recommendation of the Compensation Committee, also granted 195,301 performance-based awards (the "2020 Performance-Based LTIP Unit Awards"). The grants were made pursuant to award agreements that have market based vesting conditions. The Performance-Based LTIP Unit Awards are comprised of Class A Performance LTIP Units that will vest only if and to the extent that (i) the Company achieves certain long-term market based TSR criteria established by the Compensation Committee and (ii) the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Compensation expense is based on an estimated value of $13.66 per 2020 Performance-Based LTIP Unit Award, which takes into account that some or all of the awards may not vest if long-term market based TSR criteria are not met during the vesting period. The 2020 Performance-Based LTIP Unit Awards may be earned based on the Company’s relative TSR performance for the three-year period beginning on March 1, 2020 and ending on February 28, 2023. The 2020 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 150% of target value as follows: Relative TSR Hurdles (Percentile) Payout Percentage Threshold 25th 50% Target 50th 100% Maximum 75th 150% Payouts at performance levels in between the hurdles will be calculated by straight-line interpolation. The Company estimated the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures, using a Monte Carlo approach. In determining the discounted value of the LTIP units, the Company considered the inherent uncertainty that the LTIP units would never reach parity with the other common units of the Operating Partnership and thus have an economic value of zero to the grantee. Additional factors considered in estimating the value of LTIP units included discounts for illiquidity; expectations for future dividends; risk free interest rates; stock price volatility; and economic environment and market conditions. The grant date fair values of the LTIPs and the assumptions used to estimate the values are as follows: Grant Date Number of Units Granted Estimated Value Per Unit Volatility Dividend Yield Risk Free Interest Rate Outperformance Plan LTIP Unit Awards 6/1/2015 183,300 $14.13 26% 4.5% 0.95% 2016 Time-Based LTIP Unit Awards 1/28/2016 72,966 $16.69 28% —% 0.79% 2016 Performance-Based LTIP Unit Awards 1/28/2016 39,285 $11.09 30% 5.8% 1.13% 2017 Time-Based LTIP Unit Awards 3/1/2017 89,574 $18.53 24% —% 0.92% 2017 Performance-Based LTIP Unit Awards 3/1/2017 134,348 $19.65 25% 5.8% 1.47% 2018 Time-Based LTIP Unit Awards 3/1/2018 97,968 $16.83 26% —% 2.07% 2018 Performance-Based LTIP Unit Awards 3/1/2018 146,949 $17.02 26% 6.2% 2.37% 2019 Time-Based LTIP Unit Awards 3/1/2019 88,746 $18.45 21% —% 2.57% 2019 Performance-Based LTIP Unit Awards 3/1/2019 133,107 $18.91 21% 6.2% 2.55% 2020 Time-Based LTIP Unit Awards 3/1/2020 130,206 $13.05 20% —% 1.06% 2020 Performance-Based LTIP Unit Awards 3/1/2020 195,301 $13.66 20% 8.1% 0.90% |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | LeasesThe Courtyard Altoona hotel was subject to a ground lease with an expiration date of April 30, 2029 with an extension option by the Company of up to 12 additional terms of five years each. Monthly payments were determined by the quarterly average room occupancy of the hotel. Rent was equal to approximately $8,400 per month when monthly occupancy was less than 85% and could increase up to approximately $20,000 per month if occupancy was 100%, with minimum rent increased by two and one-half percent (2.5%) on an annual basis. The Altoona hotel was sold on May 7, 2019. The Residence Inn Gaslamp hotel is subject to a ground lease with an expiration date of January 31, 2065 with an extension option by the Company of up to three additional terms of ten years each. Monthly payments are currently approximately $44,400 per month and increase 10% every five years. The hotel is subject to annual supplemental rent payments calculated as 5% of gross revenues during the applicable lease year, minus 12 times the monthly base rent scheduled for the lease year. The Residence Inn New Rochelle is subject to an air rights lease and garage lease that each expire on December 1, 2104. The lease agreements with the City of New Rochelle cover the space above the parking garage that is occupied by the hotel as well as 128 parking spaces in a parking garage that is attached to the hotel. The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Aggregate rent for 2020 is approximately $31,000 per quarter. The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration date of December 31, 2067. Minimum monthly payments are currently approximately $47,500 per month and a percentage rent payment less the minimum rent is due in arrears equal to 5% to 25% of gross income based on the type of income. The Company entered into a corporate office lease in September 2015. The lease is for a term of 11 years and includes a 12-month rent abatement period and certain tenant improvement allowances. The Company has a renewal option of up to two successive terms of 5 years each. The Company shares the space with related parties and is reimbursed for the pro-rata share of rentable space occupied by the related parties. The Company is the lessee under ground, air rights, garage and office lease agreements for certain of its properties, all of which qualify as operating leases as of June 30, 2020. These leases typically provide multi-year renewal options to extend term as lessee at the Company's option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. In calculating the Company's lease obligations under the various leases, the Company uses discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment. The following tables include information regarding the Company's leases for which it is the lessee, as of June 30, 2020: Total Future Lease Payments Amount 2020 (remaining six months) $ 1,018 2021 2,051 2022 2,071 2023 2,093 2024 2,115 2025 2,186 Thereafter 66,720 Total lease payments $ 78,254 Less: Imputed interest (54,771) Present value of lease liabilities $ 23,483 The following is a schedule of the minimum future payments required under the ground, air rights, garage leases and office lease as of December 31, 2019, for each of the next five calendar years and thereafter: Amount 2020 $ 2,027 2021 2,051 2022 2,071 2023 2,093 2024 2,115 Thereafter 68,906 Total lease payments $ 79,263 Less: Imputed interest (55,546) Present value of lease liabilities $ 23,717 For the six months ended June 30, 2020, the Company incurred $0.6 million of fixed lease payments and $1.0 thousand of variable lease payments, which are included in property taxes, ground rent and insurance in our consolidated statement of operations. The following table includes information regarding the right of use assets and lease liabilities of the Company as of June 30, 2020: Right of Use Asset Lease Liability Balance as of January 1, 2020 $ 21,270 $ 23,717 Amortization (311) (234) Balance as of June 30, 2020 $ 20,959 $ 23,483 Lease Term and Discount Rate 6/30/2020 Weighted-average remaining lease term (years) 40.70 Weighted-average discount rate 6.56% |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The nature of the operations of the Company's hotels exposes those hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. IHM is currently a defendant in several class action lawsuits pending in the state of California. The first class action lawsuit was filed in the Santa Clara County Superior Court on October 21, 2016 under the title Ruffy, et al, v. Island Hospitality Management, LLC, et al. Case No. 16-CV-301473 (“Ruffy”) and the second class action lawsuit was filed on March 21, 2018 under the title Doonan, et al, v. Island Hospitality Management, LLC, et al. Case No 18-CV-325187 (“Doonan”). The class actions relate to hotels operated by IHM in the state of California and owned by affiliates of the Company and the NewINK JV, and/or certain third parties. The complaints allege various wage and hour law violations based on alleged misclassification of certain hotel managerial staff and violation of certain California statutes regarding incorrect information contained on employee paystubs. The plaintiffs seek injunctive relief, money damages, penalties, and interest. A settlement agreement has been negotiated and approved by the applicable courts for Ruffy and Doonan. As of June 30, 2020, included in accounts payable is $0.1 million which represents an estimate of the Company’s total exposure to the Ruffy and Doonan litigations based on standard indemnification obligations under hotel management agreements with IHM . In addition, IHM is a defendant in the following series of interrelated class action lawsuits: Perez et al. v. Island Hospitality Management III LLC et al. (United States District Court for the Central District of California, Case No. 2:18-cv-04903-DMG-JPR) filed on March 15, 2018, Cruz v. Island Hospitality Management III LLC (Santa Clara County Superior Court Case No. 19CV353655) filed on August 19, 2019, Leon et al. v. Island Hospitality Management III LLC (Orange County Superior Court Case No. 30-2019-01050719-CU-OE-CXC) filed on April 2, 2019, and Vela v. Island Hospitality Management LLC et al. (San Diego County Superior Court, Case No. 37-2019-0003525) filed on July 9, 2019 (collectively the “Perez class actions”). The Perez class actions also relate to hotels operated by IHM in the state of California and owned by affiliates of the Company and the NewINK JV, and/or certain third parties. The complaints allege various wage and hour law violations based on alleged violation of certain California statutes regarding rest and meal breaks and wage statements. The plaintiffs seek injunctive relief, money damages, penalties, and interest. Settlement agreements have been negotiated and currently await approval by the applicable courts. As of June 30, 2020, included in accounts payable and accrued expenses is $0.6 million which represents an estimate of the Company’s total exposure to the Perez class actions based on standard indemnification obligations under hotel management agreements with IHM. Management Agreements The management agreements with IHM have an initial term of five years and automatically renew for two five Management fees totaled approximately $0.8 million and $2.9 million, respectively, for the three months ended June 30, 2020 and 2019, respectively, and approximately $2.9 million and $5.4 million, respectively, for the six months ended June 30, 2020 and 2019. Franchise Agreements The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue. Franchise and marketing fees totaled approximately $1.6 million and $7.0 million, respectively, for the three months ended June 30, 2020 and 2019 and approximately $6.4 million and $12.9 million, respectively, for the six months ended June 30, 2020 and 2019. The initial term of the agreements range from 10 to 30 years with the weighted average expiration being July 2030. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Prior to March 1, 2019, Mr. Fisher owned 51% of IHM. On March 1, 2019, Mr. Fisher acquired the 1.5% ownership interest of an employee who was leaving IHM. As of June 30, 2020, Mr. Fisher owns 52.5% of IHM. As of June 30, 2020, the Company had hotel management agreements with IHM to manage all 40 of its wholly owned hotels. As of June 30, 2020, all 46 hotels owned by the NewINK JV and 34 of the 48 hotels owned by the Inland JV were managed by IHM. Hotel management, revenue management and accounting fees accrued or paid to IHM for the hotels owned by the Company for the three months ended June 30, 2020 and 2019 were $0.8 million and $2.9 million, respectively, and for the six months ended June 30, 2020 and 2019 were $2.9 million and $5.4 million, respectively. At June 30, 2020 and December 31, 2019, the amounts due to IHM were $0.4 million and $0.7 million, respectively. The Company provides services to an entity Castleblack Owner Holding, LLC ("Castleblack") which is 97.5% owned by affiliates of CLNY and 2.5% owned by Mr. Fisher. During the six months ended June 30, 2020 and 2019 the company received $49 thousand and $66 thousand, respectively, for these services. Cost reimbursements from unconsolidated real estate entities revenue represent reimbursements of costs incurred on behalf of the NewINK JV, Inland JV and Castleblack. These costs relate primarily to corporate payroll costs at the NewINK JV, Inland JV and Castleblack where the Company is the employer and shared office expenses. As the Company records cost reimbursements based upon costs incurred with no added markup, the revenue and related expense has no impact on the Company’s operating income or net income. Cost reimbursements from the JVs are recorded based upon the occurrence of a reimbursed activity. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Inland JV has not been successful in negotiating a forbearance agreement with its lenders. After June 30, 2020, at the direction of the special servicer for the Inland JV loan, control of Inland JV properties is starting to be transitioned to a court appointed receiver. When the receiver has been appointed for Inland JV hotels, it has replaced IHM with new hotel management companies. The Inland JV debt is non-recourse to Chatham with the exception of customary non-recourse carve-out provisions such as fraud, material and intentional misrepresentations and misapplication of funds. A default under the Inland JV loan agreement does not trigger a cross-default under any of Chatham’s debt agreements. On August 4, 2020, a subsidiary of Chatham entered into an agreement with affiliates of Mack Real Estate Credit Strategies to obtain a $40 million loan to fund the remaining construction costs of the Warner Center hotel development. $1.5 million of the loan was funded at close and additional amounts will be funded over time as work on the project is completed. The loan has an initial term of 4 years and there are two six-month extension options. The rate on the loan is LIBOR, subject to a 0.25% floor, plus a spread of 7.5%. After the property has achieved a 9.0% debt yield, the spread will decrease to 6.0%. The loan is guaranteed by Chatham Lodging, L.P. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. These unaudited consolidated financial statements, in the opinion of management, include all adjustments consisting of normal, recurring adjustments which are considered necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full year performance due to seasonal and other factors, including the timing of the acquisition or sale of hotels. The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements prepared in accordance with GAAP, and the related notes thereto as of December 31, 2019, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Recently Adopted Accounting Policies | Recently Adopted Accounting Policies On January 1, 2019, the Company adopted accounting guidance under Accounting Standards Codification (ASU) 2016-02 (“ASU 2016-02”), Leases , which relates to the accounting for leasing transactions. On February 25, 2016, the FASB issued updated accounting guidance which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new accounting guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on whether or not the lease is effectively a financed purchase by the lessee. The classification of the lease will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases. We adopted the new accounting guidance on January 1, 2019 and applied it based on the optional transition method provided for, which allows entities to recognize a cumulative-effect adjustment to the balance sheet on the adoption date. Upon adoption, we applied the package of practical expedients made available under the new accounting guidance and also make an accounting policy election to not recognize right-of-use assets or lease liabilities for leases with terms of 12 months or less. For our ground lease agreements and corporate office lease agreement, all of which are currently |
Disposition of Hotel Properti_2
Disposition of Hotel Properties (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | During the three and six months ended June 30, 2020 and 2019, the Company's consolidated statements of operations included operating income related to the disposed hotels as follows (in thousands): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Altoona CY $ — $ 11 $ — $ 24 Washington SHS — 33 — 198 Total $ — $ 44 $ — $ 222 |
Investment in Hotel Properties,
Investment in Hotel Properties, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Investment in Hotel Properties | Investment in hotel properties, net as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Land and improvements $ 296,905 $ 296,884 Building and improvements 1,232,263 1,216,849 Furniture, fixtures and equipment 88,846 81,707 Renovations in progress 15,809 31,589 1,633,823 1,627,029 Less: accumulated depreciation (305,106) (279,913) Investment in hotel properties, net $ 1,328,717 $ 1,347,116 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Cash Received and Distributions | During the three and six months ended June 30, 2020 and 2019, the Company received cash distributions from the NewINK JV as follows (in thousands): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Cash generated from other activities and excess cash $ — $ 411 $ — $ 411 Total $ — $ 411 $ — $ 411 |
Schedule Of Income From Joint Venture | The following table sets forth the combined components of net loss, including the Company’s share, related to all JVs for the three and six months ended June 30, 2020 and 2019 (in thousands): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Revenue $ 37,897 $ 134,457 $ 128,767 $ 246,576 Total hotel operating expenses 39,987 84,974 111,952 164,073 Hotel operating (loss) income $ (2,090) $ 49,483 $ 16,815 $ 82,503 Impairment loss $ 561,494 $ — $ 575,375 $ — Net (loss) income from continuing operations $ (604,721) $ 565 $ (645,006) $ (14,454) Gain (loss) on sale of hotels 68 — (14) — Net (loss) income $ (604,653) $ 565 $ (645,020) $ (14,454) (Loss) income allocable to the Company $ (1,905) $ 58 $ (5,977) $ (1,464) Basis difference adjustment 327 399 726 798 Total (loss) income from unconsolidated real estate entities attributable to the Company $ (1,578) $ 457 $ (5,251) $ (666) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Components of Mortgage Debt | Mortgage and revolving credit facility debt consisted of the following (dollars in thousands): Collateral Interest Rate Maturity Date 6/30/20 Property Carrying Value Balance Outstanding on Loan as of June 30, 2020 December 31, Revolving Credit Facility (1) 3.11 % March 8, 2022 $ 397,214 $ 173,000 $ 90,000 Residence Inn by Marriott New Rochelle, NY 5.75 % September 1, 2021 20,455 12,790 12,936 Residence Inn by Marriott San Diego, CA 4.66 % February 6, 2023 44,234 26,957 27,272 Homewood Suites by Hilton San Antonio, TX 4.59 % February 6, 2023 29,231 15,381 15,563 Residence Inn by Marriott Vienna, VA 4.49 % February 6, 2023 31,535 21,038 21,291 Courtyard by Marriott Houston, TX 4.19 % May 6, 2023 30,651 17,345 17,559 Hyatt Place Pittsburgh, PA 4.65 % July 6, 2023 34,361 21,278 21,520 Residence Inn by Marriott Bellevue, WA 4.97 % December 6, 2023 63,198 43,433 43,857 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 41,239 31,762 32,053 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 77,528 63,918 64,406 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 85,898 69,738 70,270 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 63,983 47,939 48,305 Residence Inn by Marriott Mountain View, CA 4.64 % July 6, 2024 51,144 37,384 37,670 SpringHill Suites by Marriott Savannah, GA 4.62 % July 6, 2024 33,953 29,590 29,817 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 38,620 20,713 20,931 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 13,489 15,553 15,693 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 16,111 17,558 17,717 Total debt before unamortized debt issue costs $ 1,072,844 $ 665,377 $ 586,860 Unamortized mortgage debt issue costs (1,202) (1,395) Total debt outstanding $ 664,175 $ 585,465 (1) The interest rate for the revolving credit facility is variable and based on LIBOR (subject to a 0.5% floor) plus a spread of 2.5% if borrowings remain at or below $200 million and a spread of 3.0% if borrowings exceed $200 million. |
Future Scheduled Principal Payments of Debt Obligations | Future scheduled principal payments of debt obligations as of June 30, 2020, for the current year and each of the next five calendar years and thereafter are as follows (in thousands): Amount 2020 (remaining six months) $ 4,982 2021 22,050 2022 182,954 2023 143,084 2024 296,387 2025 15,920 Thereafter — Total debt before unamortized debt issue costs $ 665,377 Unamortized mortgage debt issue costs (1,202) Total debt outstanding $ 664,175 |
Dividends Declared and Paid (Ta
Dividends Declared and Paid (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Dividends Declared and Paid | The dividends and distributions were as follows: Record Date Payment Date Common share distribution amount LTIP unit distribution amount January 1/31/2020 2/28/2020 $ 0.11 $ 0.11 February 2/28/2020 3/27/2020 0.11 0.11 1st Quarter 2020 $ 0.22 $ 0.22 Total 2020 $ 0.22 $ 0.22 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Amounts Used in Calculating Basic and Diluted Net Income (Loss) Per Share | The following is a reconciliation of the amounts used in calculating basic and diluted net income per share (in thousands, except share and per share data): For the three months ended For the six months ended June 30, June 30, 2020 2019 2020 2019 Numerator: Net income (loss) attributable to common shareholders $ (26,827) $ 9,437 $ (54,610) $ 11,050 Dividends paid on unvested shares and units — (107) (50) (192) Net income (loss) attributable to common shareholders $ (26,827) $ 9,330 $ (54,660) $ 10,858 Denominator: Weighted average number of common shares - basic 46,960,289 46,760,016 46,954,411 46,658,973 Unvested shares — 216,983 — 196,943 Weighted average number of common shares - diluted 46,960,289 46,976,999 46,954,411 46,855,916 Basic income (loss) per Common Share: Net income (loss) attributable to common shareholders per weighted average basic common share $ (0.57) $ 0.20 $ (1.16) $ 0.23 Diluted income (loss) per Common Share: Net income (loss) attributable to common shareholders per weighted average diluted common share $ (0.57) $ 0.20 $ (1.16) $ 0.23 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Share Awards | A summary of the Company’s restricted share awards for the six months ended June 30, 2020 and the year ended December 31, 2019 is as follows: Six Months Ended Year Ended June 30, 2020 December 31, 2019 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Non-vested at beginning of the period 5,001 $ 18.33 8,334 $ 18.52 Granted — — — — Vested (1,667) 20.20 (3,333) 18.80 Forfeited — — — — Non-vested at end of the period 3,334 $ 17.40 5,001 $ 18.33 |
Schedule of Long Term Incentive Unit Awards | A summary of the Company's LTIP Unit awards for the six months ended June 30, 2020 and the year ended December 31, 2019 is as follows: Six Months Ended Year Ended June 30, 2020 December 31, 2019 Number of Units Weighted-Average Grant Date Fair Value Number of Units Weighted-Average Grant Date Fair Value Non-vested at beginning of the period 598,320 $ 18.30 476,398 $ 17.73 Granted 325,507 13.42 221,853 18.73 Vested (254,218) 18.82 (99,931) 16.55 Forfeited — $ — — $ — Non-vested at end of the period 669,609 $ 15.73 598,320 $ 18.30 |
Schedule of Performance-Based Long-Term Incentive Plan Payout Unit Awards | The 2020 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 150% of target value as follows: Relative TSR Hurdles (Percentile) Payout Percentage Threshold 25th 50% Target 50th 100% Maximum 75th 150% |
Schedule of Share-based Payment Award, Valuation Assumptions | The grant date fair values of the LTIPs and the assumptions used to estimate the values are as follows: Grant Date Number of Units Granted Estimated Value Per Unit Volatility Dividend Yield Risk Free Interest Rate Outperformance Plan LTIP Unit Awards 6/1/2015 183,300 $14.13 26% 4.5% 0.95% 2016 Time-Based LTIP Unit Awards 1/28/2016 72,966 $16.69 28% —% 0.79% 2016 Performance-Based LTIP Unit Awards 1/28/2016 39,285 $11.09 30% 5.8% 1.13% 2017 Time-Based LTIP Unit Awards 3/1/2017 89,574 $18.53 24% —% 0.92% 2017 Performance-Based LTIP Unit Awards 3/1/2017 134,348 $19.65 25% 5.8% 1.47% 2018 Time-Based LTIP Unit Awards 3/1/2018 97,968 $16.83 26% —% 2.07% 2018 Performance-Based LTIP Unit Awards 3/1/2018 146,949 $17.02 26% 6.2% 2.37% 2019 Time-Based LTIP Unit Awards 3/1/2019 88,746 $18.45 21% —% 2.57% 2019 Performance-Based LTIP Unit Awards 3/1/2019 133,107 $18.91 21% 6.2% 2.55% 2020 Time-Based LTIP Unit Awards 3/1/2020 130,206 $13.05 20% —% 1.06% 2020 Performance-Based LTIP Unit Awards 3/1/2020 195,301 $13.66 20% 8.1% 0.90% |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following tables include information regarding the Company's leases for which it is the lessee, as of June 30, 2020: Total Future Lease Payments Amount 2020 (remaining six months) $ 1,018 2021 2,051 2022 2,071 2023 2,093 2024 2,115 2025 2,186 Thereafter 66,720 Total lease payments $ 78,254 Less: Imputed interest (54,771) Present value of lease liabilities $ 23,483 |
Lessee Operating Lease Liability Maturity, Ground, Air Rights, Garage And Office Leases | The following is a schedule of the minimum future payments required under the ground, air rights, garage leases and office lease as of December 31, 2019, for each of the next five calendar years and thereafter: Amount 2020 $ 2,027 2021 2,051 2022 2,071 2023 2,093 2024 2,115 Thereafter 68,906 Total lease payments $ 79,263 Less: Imputed interest (55,546) Present value of lease liabilities $ 23,717 |
Schedule Of Right Of Use Asset And Liability | The following table includes information regarding the right of use assets and lease liabilities of the Company as of June 30, 2020: Right of Use Asset Lease Liability Balance as of January 1, 2020 $ 21,270 $ 23,717 Amortization (311) (234) Balance as of June 30, 2020 $ 20,959 $ 23,483 |
Lease, Cost | Lease Term and Discount Rate 6/30/2020 Weighted-average remaining lease term (years) 40.70 Weighted-average discount rate 6.56% |
Organization (Details)
Organization (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2014USD ($) | Jun. 30, 2020USD ($)RoomHotelstate$ / sharesshares | Jun. 30, 2020USD ($)RoomHotelstateshares | Jun. 30, 2019USD ($) | May 06, 2020USD ($)Hotel | Mar. 01, 2019 | Feb. 28, 2019 | Nov. 17, 2014 | Jun. 09, 2014 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from issuance of common shares | $ 128,000 | $ 7,119,000 | |||||||
Aggregate number of rooms in hotels (in rooms) | Room | 6,092 | 6,092 | |||||||
Number of states in which hotels are owned (in states) | state | 15 | 15 | |||||||
Number of hotels acquired (in hotels) | Hotel | 6 | ||||||||
Initial term of each TRS lease | 5 years | ||||||||
Senior Unsecured Revolving Credit Facility | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Maximum borrowing availability under revolving credit facility | $ 250,000,000 | $ 250,000,000 | $ 200,000,000 | ||||||
Island Hospitality Management Inc. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of hotels managed by related party (in hotels) | Hotel | 34 | 34 | |||||||
Island Hospitality Management Inc. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of hotels managed by related party (in hotels) | Hotel | 40 | 40 | |||||||
Ownership percentage in related party owned by the company's chairman | 52.50% | 52.50% | 1.50% | 51.00% | |||||
NewINK Joint Venture | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Indirect ownership in the leased hotels | 10.30% | 10.30% | 10.30% | ||||||
Inland Joint Venture | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate number of rooms in hotels (in rooms) | Room | 6,402 | 6,402 | |||||||
Indirect ownership in the leased hotels | 10.00% | ||||||||
Number of hotels acquired (in hotels) | Hotel | 48 | 48 | |||||||
Inland Joint Venture | Island Hospitality Management Inc. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of hotels managed by related party (in hotels) | Hotel | 34 | 34 | |||||||
Inland Joint Venture | Marriott International, Inc. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of hotels managed by related party (in hotels) | Hotel | 14 | 14 | |||||||
Minority Interest In Joint Venture Rooms | Cerberus Capital Management | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of hotels managed by related party (in hotels) | Hotel | 46 | 46 | |||||||
Aggregate number of rooms in hotels (in rooms) | Room | 5,948 | 5,948 | |||||||
ATM Plan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock purchase plan, authorized amount | $ 50,000,000 | ||||||||
Registration statement filed, amount | 100,000,000 | ||||||||
Shares issued (in shares) | shares | 0 | ||||||||
Stock purchase plan, remaining authorized repurchase amount | $ 90,400,000 | $ 90,400,000 | |||||||
DRSP Plan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock purchase plan, authorized amount | 25,000,000 | ||||||||
Registration statement filed, amount | $ 50,000,000 | ||||||||
Shares issued (in shares) | shares | 5,438 | ||||||||
Stock purchase plan, remaining authorized repurchase amount | $ 27,700,000 | $ 27,700,000 | |||||||
Stock purchase plan, average price per share (in dollars per share) | $ / shares | $ 6.54 | ||||||||
Proceeds from issuance of common shares | $ 35,600 | ||||||||
Operating Partnership | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of common units of limited partnership owned | 100.00% | ||||||||
Colony Capital, Inc. | Inland Joint Venture | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | 10.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | $ 23,483 | $ 23,717 | |
Operating right-of-use assets | $ 20,959 | $ 21,270 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | $ 25,700 | ||
Operating right-of-use assets | $ 23,100 |
Disposition of Hotel Properti_3
Disposition of Hotel Properties (Details) - USD ($) $ in Thousands | May 15, 2019 | May 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on sale of property | $ 2 | $ (3,300) | $ 3 | $ (3,300) | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, operating income | 0 | 44 | 0 | 222 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Courtyard Altoona | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amount sold in disposition | $ 4,600 | |||||
Gain (loss) on sale of property | $ (4,400) | |||||
Disposal group, operating income | 0 | 11 | 0 | 24 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Springhill Suites By Marriott | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amount sold in disposition | $ 5,100 | |||||
Gain (loss) on sale of property | $ 1,100 | |||||
Disposal group, operating income | $ 0 | $ 33 | $ 0 | $ 198 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Allowance for doubtful accounts related to receivables | $ 355 | $ 451 |
Investment in Hotel Propertie_2
Investment in Hotel Properties, net - Schedule of Investments in Hotel Properties, net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Investments, All Other Investments [Abstract] | ||
Land and improvements | $ 296,905 | $ 296,884 |
Building and improvements | 1,232,263 | 1,216,849 |
Furniture, fixtures and equipment | 88,846 | 81,707 |
Renovations in progress | 15,809 | 31,589 |
Investment in hotel properties, at cost | 1,633,823 | 1,627,029 |
Less: accumulated depreciation | (305,106) | (279,913) |
Investment in hotel properties, net | $ 1,328,717 | $ 1,347,116 |
Investment in Hotel Propertie_3
Investment in Hotel Properties, net - Narrative (Details) - California $ in Millions | Jun. 30, 2020USD ($) |
Schedule of Investments [Line Items] | |
Cost incurred | $ 30.5 |
Land | |
Schedule of Investments [Line Items] | |
Cost incurred | 6.6 |
Other Development Costs | |
Schedule of Investments [Line Items] | |
Cost incurred | $ 23.9 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities - Additional Information (Details) | Nov. 07, 2019USD ($)option | Jun. 09, 2017USD ($)Hotel | May 09, 2017USD ($)Hotel | Jun. 30, 2020USD ($)Hotel | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Hotel | Jun. 30, 2019USD ($) | May 06, 2020Hotel | Dec. 31, 2019USD ($) | Nov. 17, 2014 | Jun. 09, 2014 |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Investment in unconsolidated real estate entities | $ 0 | $ 0 | $ 17,969,000 | ||||||||
Debt amount outstanding | 665,377,000 | 665,377,000 | 586,860,000 | ||||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 18 | ||||||||||
Amount refinanced | 173,000,000 | $ 173,000,000 | $ 90,000,000 | ||||||||
Percentage of capped amount of debt outstanding | 15.00% | ||||||||||
Percentage of outstanding debt balances | 20.00% | ||||||||||
Impairment loss on investment in unconsolidated real estate entities | 0 | $ 0 | $ 15,282,000 | $ 0 | |||||||
NewINK Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Joint venture, percentage ownership by third party | 8970.00% | ||||||||||
Impairment of unconsolidated entities | 32,200,000 | ||||||||||
Investment in unconsolidated real estate entities | 5,200,000 | 46,400,000 | 5,200,000 | 46,400,000 | |||||||
Investment in hotel properties under development | $ 23,000,000 | 56,500,000 | $ 23,000,000 | 56,500,000 | |||||||
NewINK Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Indirect ownership in the leased hotels | 10.30% | 10.30% | 10.30% | ||||||||
Cash distributions | $ 0 | 411,000 | $ 0 | 411,000 | |||||||
Investments in joint ventures | (17,800,000) | (17,800,000) | |||||||||
Inland Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Indirect ownership in the leased hotels | 10.00% | ||||||||||
Joint venture, percentage ownership by third party | 90.00% | ||||||||||
Cash distributions | 0 | $ 0 | $ 0 | ||||||||
Investments in joint ventures | $ 0 | $ 0 | |||||||||
Cerberus Capital Management | Minority Interest In Joint Venture Rooms | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Number of hotels managed by related party (in hotels) | Hotel | 46 | 46 | |||||||||
Senior Notes | NewINK Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Debt amount outstanding | $ 840,000,000 | ||||||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 47 | ||||||||||
Amount refinanced | $ 855,000,000 | $ 850,000,000 | |||||||||
Number of extension options | Hotel | 3 | ||||||||||
Period of extension options | 1 year | ||||||||||
Senior Notes | Inland Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Debt amount outstanding | $ 817,000,000 | ||||||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 48 | ||||||||||
Amount refinanced | $ 780,000,000 | ||||||||||
Number of extension options | Hotel | 3 | ||||||||||
Period of extension options | 1 year | ||||||||||
Additional amount contributed | $ 5,000,000 | ||||||||||
LIBOR | Senior Notes | NewINK Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Basis spread on variable rate | 2.82% | 2.79% | |||||||||
Number of extension options | option | 5 | ||||||||||
LIBOR | Senior Notes | Inland Joint Venture | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Basis spread on variable rate | 3.30% |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities - Cash Received and Distributions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
NewINK Joint Venture | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash distributions | $ 0 | $ 411,000 | $ 0 | $ 411,000 |
Total | 0 | 411,000 | $ 0 | 411,000 |
Inland Joint Venture | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash distributions | $ 0 | $ 0 | $ 0 |
Investment in Unconsolidated _5
Investment in Unconsolidated Entities - Components of Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 20,173 | $ 87,874 | $ 80,382 | $ 163,553 |
Operating (loss) income | (18,620) | 16,133 | (36,306) | 26,026 |
Gain (loss) on sale of hotels | 68 | 0 | (14) | 0 |
Net (loss) income attributable to common shareholders | (26,827) | 9,437 | (54,610) | 11,050 |
Total Minority Interest Joint Ventures | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 37,897 | 134,457 | 128,767 | 246,576 |
Total hotel operating expenses | 39,987 | 84,974 | 111,952 | 164,073 |
Operating (loss) income | (2,090) | 49,483 | 16,815 | 82,503 |
Impairment loss | 561,494 | 0 | 575,375 | 0 |
Net (loss) income from continuing operations | (604,721) | 565 | (645,006) | (14,454) |
Net (loss) income attributable to common shareholders | (604,653) | 565 | (645,020) | (14,454) |
(Loss) income allocable to the Company | (1,905) | 58 | (5,977) | (1,464) |
Basis difference adjustment | 327 | 399 | 726 | 798 |
Total (loss) income from unconsolidated real estate entities attributable to the Company | $ (1,578) | $ 457 | $ (5,251) | $ (666) |
Debt - Components of Mortgage D
Debt - Components of Mortgage Debt (Details) - USD ($) $ in Thousands | May 06, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Participating Mortgage Loans [Line Items] | |||
Property Carrying Value | $ 1,072,844 | ||
Total debt before unamortized debt issue costs | 665,377 | $ 586,860 | |
Unamortized mortgage debt issue costs | (1,202) | (1,395) | |
Total debt outstanding | $ 664,175 | 585,465 | |
Senior Unsecured Revolving Credit Facility | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 3.11% | ||
Property Carrying Value | $ 397,214 | ||
Total debt before unamortized debt issue costs | $ 173,000 | 90,000 | |
Senior Unsecured Revolving Credit Facility | LIBOR | Minimum | |||
Participating Mortgage Loans [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Senior Unsecured Revolving Credit Facility | LIBOR | Maximum | |||
Participating Mortgage Loans [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Residence Inn by Marriott New Rochelle, NY | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 5.75% | ||
Property Carrying Value | $ 20,455 | ||
Total debt before unamortized debt issue costs | $ 12,790 | 12,936 | |
Residence Inn by Marriott San Diego, CA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.66% | ||
Property Carrying Value | $ 44,234 | ||
Total debt before unamortized debt issue costs | $ 26,957 | 27,272 | |
Homewood Suites by Hilton San Antonio, TX | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.59% | ||
Property Carrying Value | $ 29,231 | ||
Total debt before unamortized debt issue costs | $ 15,381 | 15,563 | |
Residence Inn by Marriott Vienna, VA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.49% | ||
Property Carrying Value | $ 31,535 | ||
Total debt before unamortized debt issue costs | $ 21,038 | 21,291 | |
Courtyard by Marriott Houston, TX | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.19% | ||
Property Carrying Value | $ 30,651 | ||
Total debt before unamortized debt issue costs | $ 17,345 | 17,559 | |
Hyatt Place Pittsburgh, PA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.65% | ||
Property Carrying Value | $ 34,361 | ||
Total debt before unamortized debt issue costs | $ 21,278 | 21,520 | |
Residence Inn by Marriott Bellevue, WA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.97% | ||
Property Carrying Value | $ 63,198 | ||
Total debt before unamortized debt issue costs | $ 43,433 | 43,857 | |
Residence Inn by Marriott Garden Grove, CA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.79% | ||
Property Carrying Value | $ 41,239 | ||
Total debt before unamortized debt issue costs | $ 31,762 | 32,053 | |
Residence Inn by Marriott Silicon Valley I, CA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.64% | ||
Property Carrying Value | $ 77,528 | ||
Total debt before unamortized debt issue costs | $ 63,918 | 64,406 | |
Residence Inn by Marriott Silicon Valley II, CA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.64% | ||
Property Carrying Value | $ 85,898 | ||
Total debt before unamortized debt issue costs | $ 69,738 | 70,270 | |
Residence Inn by Marriott San Mateo, CA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.64% | ||
Property Carrying Value | $ 63,983 | ||
Total debt before unamortized debt issue costs | $ 47,939 | 48,305 | |
Residence Inn by Marriott Mountain View, CA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.64% | ||
Property Carrying Value | $ 51,144 | ||
Total debt before unamortized debt issue costs | $ 37,384 | 37,670 | |
SpringHill Suites by Marriott Savannah, GA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.62% | ||
Property Carrying Value | $ 33,953 | ||
Total debt before unamortized debt issue costs | $ 29,590 | 29,817 | |
Hilton Garden Inn Marina del Rey, CA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.68% | ||
Property Carrying Value | $ 38,620 | ||
Total debt before unamortized debt issue costs | $ 20,713 | 20,931 | |
Homewood Suites by Hilton Billerica, MA | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.32% | ||
Property Carrying Value | $ 13,489 | ||
Total debt before unamortized debt issue costs | $ 15,553 | 15,693 | |
Hampton Inn & Suites Houston Medical Center, TX | |||
Participating Mortgage Loans [Line Items] | |||
Interest Rate | 4.25% | ||
Property Carrying Value | $ 16,111 | ||
Total debt before unamortized debt issue costs | $ 17,558 | $ 17,717 |
Debt - Additional Information (
Debt - Additional Information (Details) | May 06, 2020USD ($)Hotel | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 173,000,000 | $ 90,000,000 | |
Number of hotels acquired (in hotels) | Hotel | 6 | ||
Number of hotels in ownership by Company (in hotels) | Hotel | 18 | ||
Fixed Rate Debt | |||
Debt Instrument [Line Items] | |||
Estimated fair value of debt | 479,500,000 | 501,500,000 | |
Variable rate debt | |||
Debt Instrument [Line Items] | |||
Estimated fair value of debt | 173,000,000 | 90,000,000 | |
Senior Unsecured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility | 173,000,000 | $ 90,000,000 | |
Maximum borrowing availability under revolving credit facility | $ 200,000,000 | $ 250,000,000 | |
Minimum liquidity | $ 25,000,000 | ||
Floor interest rate | 0.50% | ||
Senior Unsecured Revolving Credit Facility | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Senior Unsecured Revolving Credit Facility | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.00% |
Debt - Future Scheduled Princip
Debt - Future Scheduled Principal Payments of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2020 (remaining six months) | $ 4,982 | |
2021 | 22,050 | |
2022 | 182,954 | |
2023 | 143,084 | |
2024 | 296,387 | |
2025 | 15,920 | |
Thereafter | 0 | |
Total debt before unamortized debt issue costs | 665,377 | $ 586,860 |
Unamortized mortgage debt issue costs | (1,202) | (1,395) |
Total debt outstanding | $ 664,175 | $ 585,465 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Contingency [Line Items] | ||||
Tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
TRS | ||||
Income Tax Contingency [Line Items] | ||||
Percentage of voting interests of gross deferred tax asset | 100.00% |
Dividends Declared and Paid (De
Dividends Declared and Paid (Details) - $ / shares | Feb. 28, 2020 | Jan. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Equity [Abstract] | |||||||
Distributions declared per common share (in dollars per share) | $ 0.11 | $ 0.11 | $ 0 | $ 0.22 | $ 0.33 | $ 0.22 | $ 0.66 |
LTIP units, distributions per unit (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.22 | $ 0.33 | $ 0.22 | $ 0.66 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net income (loss) attributable to common shareholders | $ (26,827) | $ 9,437 | $ (54,610) | $ 11,050 |
Dividends paid on unvested shares and units | 0 | (107) | (50) | (192) |
Net income attributable to common shareholders | $ (26,827) | $ 9,330 | $ (54,660) | $ 10,858 |
Denominator: | ||||
Weighted average number of common shares - basic (in shares) | 46,960,289 | 46,760,016 | 46,954,411 | 46,658,973 |
Unvested shares (in shares) | 216,983 | 196,943 | ||
Weighted average number of common shares - diluted (in shares) | 46,960,289 | 46,976,999 | 46,954,411 | 46,855,916 |
Basic income (loss) per Common Share: | ||||
Net income (loss) attributable to common shareholders per weighted average basic common share (in dollars per share) | $ (0.57) | $ 0.20 | $ (1.16) | $ 0.23 |
Diluted income (loss) per Common Share: | ||||
Net income (loss) attributable to common shareholders per weighted average diluted common share (in dollars per share) | $ (0.57) | $ 0.20 | $ (1.16) | $ 0.23 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) | Mar. 01, 2020$ / sharesshares | Mar. 01, 2019shares | Mar. 01, 2018shares | Mar. 01, 2017shares | Jan. 28, 2016shares | Jun. 01, 2015shares | May 17, 2013shares | Jan. 31, 2020shares | Jan. 31, 2019shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares |
Independent Trustees | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common share issued as compensation for services performed (in shares) | 24,516 | 27,870 | ||||||||||||
Equity Incentive Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 3,000,000 | |||||||||||||
Vesting period for share awards under equity | 3 years | |||||||||||||
Common shares available for issuance (in shares) | 760,748 | 760,748 | ||||||||||||
Restricted Stock | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation costs | $ | $ 43,000 | $ 43,000 | $ 58,500 | |||||||||||
Weighted-average period for recognition of unrecognized compensation costs | 1 year 6 months | |||||||||||||
Compensation expense, recognized | $ | 7,300 | $ 15,700 | $ 15,500 | $ 31,300 | ||||||||||
Number of shares, Granted (in shares) | 0 | 0 | ||||||||||||
Long Term Incentive Plan Units | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Weighted-average period for recognition of unrecognized compensation costs | 2 years 1 month 6 days | |||||||||||||
Compensation expense, recognized | $ | 1,000,000 | $ 1,100,000 | $ 2,400,000 | $ 2,000,000 | ||||||||||
Exchange ratio | 1 | |||||||||||||
Number of shares, Granted (in shares) | 325,507 | 221,853 | ||||||||||||
Total unrecognized compensation cost related to LTIP Units | $ | $ 6,900,000 | $ 6,900,000 | $ 4,900,000 | |||||||||||
Long Term Incentive Plan Units | Awarded June 1, 2015 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares, Granted (in shares) | 183,300 | |||||||||||||
Long Term Incentive Plan Units, Time-Based | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares, Granted (in shares) | 130,206 | 88,746 | 97,968 | 89,574 | 72,966 | |||||||||
Long Term Incentive Plan Units, Time-Based | Awarded March 1, 2019 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares, Granted (in shares) | 130,206 | |||||||||||||
Long Term Incentive Plan Units, Performance-Based | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares, Granted (in shares) | 195,301 | 133,107 | 146,949 | 134,348 | 39,285 | |||||||||
Long Term Incentive Plan Units, Performance-Based | Awarded March 1, 2019 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares, Granted (in shares) | 195,301 | |||||||||||||
Grants in period, intrinsic value, amount per share (in dollars per share) | $ / shares | $ 13.66 | |||||||||||||
Long Term Incentive Plan Units, Performance-Based | Awarded March 1, 2019 | Minimum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Percentage of units paid out | 50.00% | |||||||||||||
Long Term Incentive Plan Units, Performance-Based | Awarded March 1, 2019 | Maximum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Percentage of units paid out | 150.00% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Restricted Share Awards (Details) - Restricted Stock - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Summary of company's restricted share awards | ||
Number of shares, Nonvested at beginning of the period (in shares) | 5,001 | 8,334 |
Number of shares, Granted (in shares) | 0 | 0 |
Number of shares, Vested (in shares) | (1,667) | (3,333) |
Number of shares, Forfeited (in shares) | 0 | 0 |
Number of shares, Nonvested at end of the period (in shares) | 3,334 | 5,001 |
Weighted - Average Grant Date Fair Value | ||
Weighted - Average Grant Date Fair Value, Nonvested at beginning of the period (in dollars per share) | $ 18.33 | $ 18.52 |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 0 | 0 |
Weighted - Average Grant Date Fair Value, Vested (in dollars per share) | 20.20 | 18.80 |
Weighted - Average Grant Date Fair Value, Forfeited (in dollars per share) | 0 | 0 |
Weighted - Average Grant Date Fair Value, Nonvested at end of the period (in dollars per share) | $ 17.40 | $ 18.33 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of LTIP Unit Awards (Details) - Long Term Incentive Plan Units - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Summary of company's restricted share awards | ||
Number of shares, Nonvested at beginning of the period (in shares) | 598,320 | 476,398 |
Number of shares, Granted (in shares) | 325,507 | 221,853 |
Number of shares, Vested (in shares) | (254,218) | (99,931) |
Number of shares, Forfeited (in shares) | 0 | 0 |
Number of shares, Nonvested at end of the period (in shares) | 669,609 | 598,320 |
Weighted - Average Grant Date Fair Value | ||
Weighted - Average Grant Date Fair Value, Nonvested at beginning of the period (in dollars per share) | $ 18.30 | $ 17.73 |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 13.42 | 18.73 |
Weighted - Average Grant Date Fair Value, Vested (in dollars per share) | 18.82 | 16.55 |
Weighted - Average Grant Date Fair Value, Forfeited (in dollars per share) | 0 | 0 |
Weighted - Average Grant Date Fair Value, Nonvested at end of the period (in dollars per share) | $ 15.73 | $ 18.30 |
Equity Incentive Plan - Sched_2
Equity Incentive Plan - Schedule of Performance-Based Long-Term Incentive Plan Payout Awards (Details) | Mar. 01, 2020 |
Relative TSR Hurdles (Percentile) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold (in percentage) | 25.00% |
Target (in percentage) | 50.00% |
Maximum (in percentage) | 75.00% |
Payout Percentage | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold (in percentage) | 50.00% |
Target (in percentage) | 100.00% |
Maximum (in percentage) | 150.00% |
Equity Incentive Plan - Valuati
Equity Incentive Plan - Valuation Assumptions (Details) - $ / shares | Mar. 01, 2020 | Mar. 01, 2019 | Mar. 01, 2018 | Mar. 01, 2017 | Jan. 28, 2016 | Jun. 01, 2015 |
Outperformance Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares, Granted (in shares) | 183,300 | |||||
Estimate Value Per Unit (in dollars per share) | $ 14.13 | |||||
Volatility, percentage | 26.00% | |||||
Dividend Yield, percentage | 4.50% | |||||
Risk Free Interest Rate, percentage | 0.95% | |||||
Long Term Incentive Plan Units, Time-Based | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares, Granted (in shares) | 130,206 | 88,746 | 97,968 | 89,574 | 72,966 | |
Estimate Value Per Unit (in dollars per share) | $ 13.05 | $ 18.45 | $ 16.83 | $ 18.53 | $ 16.69 | |
Volatility, percentage | 20.00% | 21.00% | 26.00% | 24.00% | 28.00% | |
Dividend Yield, percentage | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Risk Free Interest Rate, percentage | 1.06% | 2.57% | 2.07% | 0.92% | 0.79% | |
Long Term Incentive Plan Units, Performance-Based | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares, Granted (in shares) | 195,301 | 133,107 | 146,949 | 134,348 | 39,285 | |
Estimate Value Per Unit (in dollars per share) | $ 13.66 | $ 18.91 | $ 17.02 | $ 19.65 | $ 11.09 | |
Volatility, percentage | 20.00% | 21.00% | 26.00% | 25.00% | 30.00% | |
Dividend Yield, percentage | 8.10% | 6.20% | 6.20% | 5.80% | 5.80% | |
Risk Free Interest Rate, percentage | 0.90% | 2.55% | 2.37% | 1.47% | 1.13% |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($)ParkingSpace | Jun. 30, 2020USD ($)ParkingSpaceTermHotel | |
Operating Leased Assets [Line Items] | ||
Maximum additional terms up to which ground lease can be extended (up to) | Term | 12 | |
Periods in each additional renewal term | 5 years | 5 years |
Approximate rent when monthly occupancy is less than 85% | $ 8,400 | |
Percentage of occupancy under condition one (less than) | 85.00% | |
Approximate rent when monthly occupancy is 100% | $ 20,000 | |
Percentage of occupancy under condition two | 100.00% | |
Minimum percentage of annual rent increase | 2.50% | |
Fixed lease payments | $ 600,000 | |
Variable lease, payment | 1,000 | |
Hilton Garden Inn Marina del Rey, CA | ||
Operating Leased Assets [Line Items] | ||
Operating leases, monthly payment | $ 47,500 | |
Ground Leases | Hilton Garden Inn Portsmouth | ||
Operating Leased Assets [Line Items] | ||
Periods in each additional renewal term | 10 years | 10 years |
Number of additional terms | Term | 3 | |
Operating leases, monthly payment | $ 44,400 | |
Operating lease, periodic increase, percentage | 10.00% | |
Periodic increase in monthly payment | 5 years | |
Operating lease, annual supplemental rent, percentage of gross revenues (equal to) | 5.00% | |
Operating lease, annual supplemental rent subtraction, base rent multiplier | 12 | |
Air Rights Lease And Garage Lease | ||
Operating Leased Assets [Line Items] | ||
Number of parking spaces occupied by hotel (in parking spaces) | ParkingSpace | 128 | 128 |
Quarterly rent | $ 31,000 | |
Office Lease | ||
Operating Leased Assets [Line Items] | ||
Maximum additional terms up to which ground lease can be extended (up to) | Hotel | 2 | |
Periods in each additional renewal term | 5 years | 5 years |
Operating leases, term of contract | 11 years | 11 years |
Operating leases, abatement term of contract | 12 months | |
Minimum | Hilton Garden Inn Marina del Rey, CA | ||
Operating Leased Assets [Line Items] | ||
Operating lease, periodic increase, percentage | 5.00% | |
Maximum | Hilton Garden Inn Marina del Rey, CA | ||
Operating Leased Assets [Line Items] | ||
Operating lease, periodic increase, percentage | 25.00% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (remaining six months) | $ 1,018 | |
2021 | 2,051 | |
2022 | 2,071 | |
2023 | 2,093 | |
2024 | 2,115 | |
2025 | 2,186 | |
Thereafter | 66,720 | |
Total lease payments | 78,254 | |
Less: Imputed interest | (54,771) | |
Present value of lease liabilities | $ 23,483 | $ 23,717 |
Leases - Schedule of Ground, Ai
Leases - Schedule of Ground, Air Rights, Garage and Office Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 2,027 |
2021 | 2,051 |
2022 | 2,071 |
2023 | 2,093 |
2024 | 2,115 |
Thereafter | 68,906 |
Total lease payments | 79,263 |
Less: Imputed interest | 55,546 |
Present value of lease liabilities | $ 23,717 |
Leases - Schedule Of Right of U
Leases - Schedule Of Right of Use Asset and Lease Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Schedule Of Right Of Use Asset [Abstract] | |
Beginning balance | $ 21,270 |
Amortization | (311) |
Ending balance | 20,959 |
Schedule Of Lease Liability [Abstract] | |
Beginning balance | 23,717 |
Amortization | (234) |
Ending balance | $ 23,483 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) | Jun. 30, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term (years) | 40 years 8 months 12 days |
Weighted-average discount rate | 6.56% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Hotel | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Capital Leased Assets [Line Items] | |||||
Accounts payable and accrued expenses | $ 19,306 | $ 19,306 | $ 33,012 | ||
Management fees recorded within hotel other operating expenses | 800 | $ 2,900 | 2,900 | $ 5,400 | |
Franchise and marketing fees | 1,600 | $ 7,000 | 6,400 | $ 12,900 | |
Perez et al. v. Island Hospitality Management III LLC et al. | |||||
Capital Leased Assets [Line Items] | |||||
Accounts payable and accrued expenses | 600 | $ 600 | |||
Minimum | |||||
Capital Leased Assets [Line Items] | |||||
Weighted average expiration period | 10 years | ||||
Maximum | |||||
Capital Leased Assets [Line Items] | |||||
Weighted average expiration period | 30 years | ||||
Hotel Management Agreement | Island Hospitality Management Inc. | |||||
Capital Leased Assets [Line Items] | |||||
Initial terms of management agreements | 5 years | ||||
Number of renewal periods of management agreements | Hotel | 2 | ||||
Renewal periods of management agreements | 5 years | ||||
Notice period for successive renewal of agreement (no later than) | 90 days | ||||
Minimum notice period for termination of management agreement | 6 months | ||||
Management fee | 10.00% | ||||
Incentive management fee, percentage | 1.00% | ||||
Accounts Payable and Accrued Liabilities | |||||
Capital Leased Assets [Line Items] | |||||
Amount of exposure to litigation | $ 100 | $ 100 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020USD ($)Hotel | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Hotel | Jun. 30, 2019USD ($) | May 06, 2020Hotel | Dec. 31, 2019USD ($) | Mar. 01, 2019 | Feb. 28, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Number of hotels acquired (in hotels) | 6 | |||||||
Management fees recorded within hotel other operating expenses | $ | $ 800 | $ 2,900 | $ 2,900 | $ 5,400 | ||||
Amounts due to related party | $ | $ 400 | $ 400 | $ 700 | |||||
Island Hospitality Management Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of hotels managed by related party (in hotels) | 34 | 34 | ||||||
NewINK Joint Venture | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of hotels managed by related party (in hotels) | 46 | 46 | ||||||
NorthStar Realty Finance Corp | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage in related party owned by the company's chairman | 2.50% | 2.50% | ||||||
Ownership percentage in related party owned by third party | 97.50% | 97.50% | ||||||
Services provided | $ | $ 49 | $ 66 | $ 49 | $ 66 | ||||
Island Hospitality Management Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage in related party owned by the company's chairman | 52.50% | 52.50% | 1.50% | 51.00% | ||||
Number of hotels managed by related party (in hotels) | 40 | 40 | ||||||
Inland Joint Venture | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of hotels acquired (in hotels) | 48 | 48 | ||||||
Inland Joint Venture | Island Hospitality Management Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of hotels managed by related party (in hotels) | 34 | 34 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Warner Center - Construction Debt | Aug. 04, 2020USD ($)Hotel |
Subsequent Event [Line Items] | |
Debt amount | $ 40,000,000 |
Debt amount funded | $ 1,500,000 |
Term of debt | 4 years |
Number of extension options | Hotel | 2 |
Period of extension options | 6 months |
Yield percentage | 9.00% |
Floor Rate | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 0.25% |
LIBOR | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 7.50% |
LIBOR | Minimum | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 6.00% |