Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36594 | |
Entity Registrant Name | Xenia Hotels & Resorts, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 20-0141677 | |
Entity Address, Address Line One | 200 S. Orange Avenue | |
Entity Address, Address Line Two | Suite 2700 | |
Entity Address, City or Town | Orlando | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32801 | |
City Area Code | 407 | |
Local Phone Number | 246-8100 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | XHR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 114,209,134 | |
Entity Central Index Key | 0001616000 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investment properties: | ||
Land | $ 446,510 | $ 446,855 |
Buildings and other improvements | 2,925,556 | 2,949,114 |
Total | 3,372,066 | 3,395,969 |
Less: accumulated depreciation | (905,463) | (827,501) |
Net investment properties | 2,466,603 | 2,568,468 |
Cash and cash equivalents | 517,464 | 389,823 |
Restricted cash and escrows | 34,500 | 38,963 |
Accounts and rents receivable, net of allowance for doubtful accounts | 23,833 | 8,966 |
Intangible assets, net of accumulated amortization of $3,939 and $3,183, respectively | 5,699 | 6,456 |
Other assets | 61,119 | 66,927 |
Assets held for sale | 7,695 | 0 |
Total assets | 3,116,913 | 3,079,603 |
Liabilities | ||
Debt, net of loan premiums, discounts and unamortized deferred financing costs (Note 5) | 1,494,287 | 1,374,480 |
Accounts payable and accrued expenses | 89,634 | 62,676 |
Other liabilities | 73,400 | 75,584 |
Liabilities associated with assets held for sale | 2,829 | 0 |
Total liabilities | 1,660,150 | 1,512,740 |
Commitments and Contingencies | ||
Stockholders' equity | ||
Common stock, $0.01 par value, 500,000,000 shares authorized, 114,209,134 and 113,755,513 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 1,142 | 1,138 |
Additional paid in capital | 2,090,329 | 2,080,364 |
Accumulated other comprehensive loss | (6,243) | (14,425) |
Accumulated distributions in excess of net earnings | (633,584) | (513,002) |
Total Company stockholders' equity | 1,451,644 | 1,554,075 |
Non-controlling interests | 5,119 | 12,788 |
Total equity | 1,456,763 | 1,566,863 |
Total liabilities and equity | $ 3,116,913 | $ 3,079,603 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Intangible assets, accumulated amortization | $ 3,939 | $ 3,183 |
Common stock, par value (in dollars per shares) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 114,209,134 | 113,755,513 |
Common stock, outstanding (in shares) | 114,209,134 | 113,755,513 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Revenues | $ 172,784 | $ 63,954 | $ 412,610 | $ 294,129 |
Expenses: | ||||
Total hotel operating expenses | 122,849 | 67,393 | 305,836 | 281,181 |
Depreciation and amortization | 32,076 | 37,307 | 98,281 | 111,660 |
Real estate taxes, personal property taxes and insurance | 9,731 | 13,028 | 31,268 | 39,800 |
Ground lease expense | 405 | 478 | 1,187 | 1,604 |
General and administrative expenses | 7,466 | 6,676 | 22,484 | 24,656 |
Gain on business interruption insurance | 0 | 0 | (1,116) | 0 |
Acquisition, terminated transaction and pre-opening expenses | 0 | 146 | 0 | 994 |
Impairment and other losses | 1,759 | 8,942 | 14,072 | 29,044 |
Total expenses | 174,286 | 133,970 | 472,012 | 488,939 |
Operating loss | (1,502) | (70,016) | (59,402) | (194,810) |
Other income (expense) | 186 | 26,965 | (2,503) | 29,335 |
Interest expense | (21,358) | (17,006) | (59,799) | (43,601) |
Loss on extinguishment of debt | 0 | 0 | (1,356) | 0 |
Net loss before income taxes | (22,674) | (60,057) | (123,060) | (209,076) |
Income tax (expense) benefit | (43) | 6,448 | (377) | 16,849 |
Net loss | (22,717) | (53,609) | (123,437) | (192,227) |
Net loss attributable to non-controlling interests | 524 | 1,265 | 2,855 | 4,619 |
Net loss attributable to common stockholders | $ (22,193) | $ (52,344) | $ (120,582) | $ (187,608) |
Basic and diluted loss per share | ||||
Net loss per share available to common stockholders - basic (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.06) | $ (1.66) |
Net loss per share available to common stockholders - diluted (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.06) | $ (1.66) |
Weighted average number of common shares, basic (in shares) | 113,809,212 | 113,730,716 | 113,798,761 | 113,407,217 |
Weighted average number of common shares, diluted (in shares) | 113,809,212 | 113,730,716 | 113,798,761 | 113,407,217 |
Comprehensive Loss: | ||||
Net loss | $ (22,717) | $ (53,609) | $ (123,437) | $ (192,227) |
Other comprehensive income (loss): | ||||
Unrealized (loss) gain on interest rate derivative instruments | (163) | 264 | 2,389 | (18,535) |
Reclassification adjustment for amounts recognized in net loss (interest expense) | 1,598 | 2,840 | 5,999 | 5,511 |
Comprehensive loss including portion attributable to noncontrolling interest | (21,282) | (50,505) | (115,049) | (205,251) |
Comprehensive loss attributable to non-controlling interests | 490 | 1,191 | 2,649 | 5,015 |
Comprehensive loss attributable to the Company | (20,792) | (49,314) | (112,400) | (200,236) |
Rooms | ||||
Revenues: | ||||
Revenues | 109,753 | 41,081 | 260,594 | 172,550 |
Expenses: | ||||
Expenses | 27,099 | 14,267 | 65,024 | 56,458 |
Food and beverage | ||||
Revenues: | ||||
Revenues | 44,004 | 11,762 | 105,739 | 87,587 |
Expenses: | ||||
Expenses | 33,764 | 14,730 | 80,534 | 75,451 |
Other | ||||
Revenues: | ||||
Revenues | 19,027 | 11,111 | 46,277 | 33,992 |
Other direct | ||||
Expenses: | ||||
Other expenses | 5,059 | 2,863 | 12,993 | 9,763 |
Other indirect | ||||
Expenses: | ||||
Other expenses | 50,902 | 33,490 | 132,276 | 130,297 |
Management and franchise fees | ||||
Expenses: | ||||
Expenses | $ 6,025 | $ 2,043 | $ 15,009 | $ 9,212 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid in capital | Accumulated other comprehensive income (loss) | Distributions in excess of retained earnings | Non-controlling interests of Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2019 | 112,670,757 | |||||
Beginning balance at Dec. 31, 2019 | $ 1,775,158 | $ 1,127 | $ 2,060,924 | $ (4,596) | $ (318,434) | $ 36,137 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (192,227) | (187,608) | (4,619) | |||
Repurchase of common shares, net (in shares) | (165,516) | (165,516) | ||||
Repurchase of common shares, net | $ (2,264) | $ (2) | (2,262) | |||
Dividends, common shares / units | (31,620) | (31,297) | (323) | |||
Share-based compensation (in shares) | 141,553 | |||||
Share-based compensation | 9,380 | $ 1 | 2,638 | 6,741 | ||
Shares redeemed to satisfy tax withholding on vested share based compensation (in shares) | (38,610) | |||||
Shares redeemed to satisfy tax withholding on vested share-based compensation | (565) | (565) | ||||
Redemption of Operating Partnership Units (in shares) | 1,122,532 | |||||
Redemption of Operating Partnership Units | (8,623) | $ 12 | 19,143 | (27,778) | ||
Unrealized (loss) gain on interest rate derivative instruments | (18,535) | (18,005) | (530) | |||
Reclassification adjustment for amounts recognized in net loss | 5,511 | 5,377 | 134 | |||
Ending balance (in shares) at Sep. 30, 2020 | 113,730,716 | |||||
Ending balance at Sep. 30, 2020 | 1,536,215 | $ 1,138 | 2,079,878 | (17,224) | (537,339) | 9,762 |
Beginning balance (in shares) at Jun. 30, 2020 | 113,730,716 | |||||
Beginning balance at Jun. 30, 2020 | 1,584,224 | $ 1,138 | 2,079,281 | (20,254) | (484,995) | 9,054 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (53,609) | (52,344) | (1,265) | |||
Share-based compensation (in shares) | 0 | |||||
Share-based compensation | 2,496 | $ 0 | 597 | 1,899 | ||
Unrealized (loss) gain on interest rate derivative instruments | 264 | 258 | 6 | |||
Reclassification adjustment for amounts recognized in net loss | 2,840 | 2,772 | 68 | |||
Ending balance (in shares) at Sep. 30, 2020 | 113,730,716 | |||||
Ending balance at Sep. 30, 2020 | 1,536,215 | $ 1,138 | 2,079,878 | (17,224) | (537,339) | 9,762 |
Beginning balance (in shares) at Dec. 31, 2020 | 113,755,513 | |||||
Beginning balance at Dec. 31, 2020 | 1,566,863 | $ 1,138 | 2,080,364 | (14,425) | (513,002) | 12,788 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (123,437) | (120,582) | (2,855) | |||
Repurchase of common shares, net (in shares) | 0 | |||||
Share-based compensation (in shares) | 72,692 | |||||
Share-based compensation | $ 9,355 | $ 0 | 2,694 | 6,661 | ||
Shares redeemed to satisfy tax withholding on vested share based compensation (in shares) | (18,993) | |||||
Shares redeemed to satisfy tax withholding on vested share-based compensation | (318) | (318) | ||||
Redemption of Operating Partnership Units (in shares) | 399,922 | |||||
Redemption of Operating Partnership Units | (4,088) | $ 4 | 7,589 | (11,681) | ||
Unrealized (loss) gain on interest rate derivative instruments | 2,389 | 2,334 | 55 | |||
Reclassification adjustment for amounts recognized in net loss | 5,999 | 5,848 | 151 | |||
Ending balance (in shares) at Sep. 30, 2021 | 114,209,134 | |||||
Ending balance at Sep. 30, 2021 | 1,456,763 | $ 1,142 | 2,090,329 | (6,243) | (633,584) | 5,119 |
Beginning balance (in shares) at Jun. 30, 2021 | 114,209,134 | |||||
Beginning balance at Jun. 30, 2021 | 1,475,094 | $ 1,142 | 2,089,550 | (7,644) | (611,391) | 3,437 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (22,717) | (22,193) | (524) | |||
Share-based compensation (in shares) | 0 | |||||
Share-based compensation | 2,951 | $ 0 | 779 | 2,172 | ||
Unrealized (loss) gain on interest rate derivative instruments | (163) | (160) | (3) | |||
Reclassification adjustment for amounts recognized in net loss | 1,598 | 1,561 | 37 | |||
Ending balance (in shares) at Sep. 30, 2021 | 114,209,134 | |||||
Ending balance at Sep. 30, 2021 | $ 1,456,763 | $ 1,142 | $ 2,090,329 | $ (6,243) | $ (633,584) | $ 5,119 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends, common shares / units (in dollars per share) | $ 0.275 | $ 0.275 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (123,437) | $ (192,227) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 97,478 | 109,732 |
Non-cash ground rent and amortization of other intangibles | 803 | 1,988 |
Amortization of debt premiums, discounts, and financing costs | 4,615 | 2,205 |
Loss on extinguishment of debt | 1,356 | 0 |
Impairment and other losses | 13,072 | 29,044 |
Share-based compensation expense | 8,813 | 8,574 |
Deferred interest expense | 0 | 1,746 |
Other non-cash adjustments | 0 | 508 |
Changes in assets and liabilities: | ||
Accounts and rents receivable | (15,683) | 26,775 |
Other assets | 1,343 | (15,474) |
Accounts payable and accrued expenses | 28,742 | (12,958) |
Other liabilities | 12,251 | (3,624) |
Net cash provided by (used in) operating activities | 29,353 | (43,711) |
Cash flows from investing activities: | ||
Capital expenditures | (19,150) | (58,157) |
Performance guaranty payments | 2,524 | 2,863 |
Net cash used in investing activities | (16,626) | (55,294) |
Cash flows from financing activities: | ||
Payoffs of mortgage debt | (56,750) | 0 |
Principal payments of mortgage debt | (4,888) | (1,533) |
Principal payments on Corporate Credit Facility Term Loans | (150,000) | (87,600) |
Proceeds from draws on the Revolving Credit Facility | 0 | 340,000 |
Payments on the Revolving Credit Facility | (163,093) | (193,800) |
Proceeds from Senior Notes | 500,000 | 300,000 |
Payment of loan fees and issuance costs | (10,233) | (10,828) |
Redemption of Operating Partnership Units | (4,088) | (8,623) |
Repurchase of common shares | 0 | (2,264) |
Shares redeemed to satisfy tax withholding on vested share-based compensation | (443) | (783) |
Dividends and dividend equivalents | (54) | (63,162) |
Net cash provided by financing activities | 110,451 | 271,407 |
Net increase in cash and cash equivalents and restricted cash | 123,178 | 172,402 |
Cash and cash equivalents and restricted cash, at beginning of period | 428,786 | 194,946 |
Cash and cash equivalents and restricted cash, at end of period | 551,964 | 367,348 |
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount shown in the condensed consolidated statements of cash flows: | ||
Cash and cash equivalents | 517,464 | 321,051 |
Restricted cash | 34,500 | 46,297 |
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | 551,964 | 367,348 |
The following represent cash paid during the periods presented for the following: | ||
Cash paid for interest, net of capitalized interest | 55,427 | 35,651 |
Cash paid for taxes | 163 | 3,300 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued capital expenditures | 206 | 2,506 |
Deferred interest added to mortgage principal balance | $ 0 | $ 1,746 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Xenia Hotels & Resorts, Inc. (the "Company" or "Xenia") is a Maryland corporation that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 U.S. lodging markets as well as key leisure destinations in the United States. Substantially all of the Company's assets are held by, and all the operations are conducted through, XHR LP (the "Operating Partnership"). XHR GP, Inc. is the sole general partner of XHR LP and is wholly-owned by the Company. As of September 30, 2021, the Company collectively owned 97.7% of the common limited partnership units issued by the Operating Partnership ("Operating Partnership Units"). The remaining 2.3% of the Operating Partnership Units are owned by the other limited partners comprised of certain of our current executive officers and members of our Board of Directors and includes vested and unvested long-term incentive plan ("LTIP") partnership units. LTIP partnership units may or may not vest based on the passage of time and whether certain market-based performance objectives are met. Xenia operates as a real estate investment trust ("REIT"). To qualify as a REIT the Company cannot operate or manage its hotels. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to XHR Holding, Inc. and its subsidiaries (collectively with its subsidiaries, "XHR Holding"), the Company's taxable REIT subsidiary ("TRS"), which engages third-party eligible independent contractors to manage the hotels. As of September 30, 2021 and 2020, the Company owned 35 and 39 lodging properties, respectively. Impact of COVID-19 In January 2020, confirmed cases of novel coronavirus and related respiratory disease ("COVID-19") started appearing in the United States ("U.S."). By March 2020, COVID-19 was deemed a global pandemic by the World Health Organization. This led federal, state and local governments in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, school closures, quarantines, shelter-in-place orders and social distancing requirements, and also to implement phased, multi-step policies governing re-opening regions of the country. The effects of the COVID-19 pandemic on the hotel industry have been significant and unprecedented with global demand for lodging drastically reduced and occupancy levels reaching historic lows in 2020. As a result of the COVID-19 pandemic, the majority of the Company's hotels and resorts temporarily suspended operations for certain periods of time during 2020. All of the Company's lodging properties had resumed operations as of May 2021. Leisure demand gradually improved during the second half of 2020, a trend that accelerated during the first seven months of 2021 and the Company also began to see increasing levels of demand for both business transient and group business during the second quarter and into July 2021. In August and September 2021, however, the Company began to experience a softening in demand due to the impact of the Delta variant, a seasonal decline in leisure demand and a shift in the timing of the Jewish holidays. Additionally, many companies delayed their office re-openings and return to work timelines and we began to experience group business cancellations for meetings being held in 2021 and the first quarter of 2022. As of September 30, 2021, COVID-19 case counts, positivity ratios and hospitalizations had begun to decline in many parts of the U.S. Despite this relative improvement, there remains significant uncertainty regarding the pace of recovery and the length of time it will take for business travel and larger group meetings to return to pre-pandemic levels. The Company may be impacted by, among other things, the distribution and acceptance of COVID-19 vaccines, breakthrough cases, and resurgences of COVID-19, including the Delta variant or other variants, which continue to result in indoor mask mandates and other restrictions. As the recovery continues, we expect that the pace will vary from market to market and may be uneven in nature. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The unaudited interim condensed consolidated financial statements and related notes have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include normal recurring adjustments, which management considers necessary for the fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of changes in equity and condensed consolidated statements of cash flows for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2020, included in the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2021. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of actual operating results for the entire year. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and XHR Holding. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Reclassifications Certain prior year amounts in these condensed consolidated financial statements have been reclassified to conform to the presentation as of and for the three and nine months ended September 30, 2021. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected future economic conditions. Actual results could differ from these estimates. Risks and Uncertainties As a result of the COVID-19 pan demic, the majority of the Company's hotels and resorts temporarily suspended operations for certain periods of time during 2020. All of the Company's hotels had resumed operations by May 2021. The Company's portfolio consists of luxury and upper upscale hotels and resorts, which generally offer restaurant and bar venues , large meeting facilities and event space, and amenities, including spas and golf courses, some of which may have limited operations or may not be able to operate during the recovery in order to comply with implemented safety measures, ongoing or reimplemented restrictions and to accommodate reduced levels of demand. The Company continues to monitor the evolving situation and guidance from federal, state and local governmental and public health authorities and additional actions may be taken or required based on their recommendations and regulations in place. Under these circumstances, there may be developments that require further adjustments to operations. The Company cannot predict with certainty when business levels will return to normalized levels after the effects of the pandemic subside or whether hotels that have recommenced operations will be forced to suspend operations or impose additional restrictions due to resurgences of COVID-19 cases, including the Delta variant or other variants. The Company expects that recovery in the lodging industry, particularly with respect to business transient and group business, will continue to lag behind the recovery of other industries and factors such as public health (including a significant increase in new variant strains of COVID-19 cases), availability and effectiveness of COVID-19 vaccines and therapeutics, the level of acceptance of the vaccine by the general population, waning immunity and the economic and geopolitical environments may impact the timing, extent and pace of such recovery. Additionally, the effects of the pandemic could materially and adversely affect the Company's ability to consummate acquisitions and dispositions of hotel properties in the near term as well as cause scale backs or delays in planned renovations and other projects. The Company cannot predict with certainty the full extent and duration of the effects of the COVID-19 pandemic on its business, operating margins, results of operations, cash flows, financial condition, the market price of its common stock, its ability to make distributions to its shareholders, its access to equity and credit markets or its ability to service its indebtedness. Further, we continue to monitor and evaluate the challenges associated with the evolving workforce landscape, particularly related to achieving the appropriate balance between hotel staffing levels and demand as well as ongoing supply chain issues which may impact the hotels' ability to source operating supplies and other materials. For the nine months ended September 30, 2021, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida, Phoenix, Arizona, San Diego, California, and Houston, Texas m arkets that exceeded 10% of total revenues for the period then ended. For the nine months ended September 30, 2020, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida and Phoenix, Arizona markets that exceeded 10% of total revenues for the period then ended. To the extent adverse changes continue in these markets, or the industry sectors that operate in these markets, our business and operating results could continue to be negatively impacted. Consolidation The Company evaluates its investments in partially owned entities to determine whether such entities may be a variable interest entity ("VIE") or voting interest entity. If the entity is a VIE, the determination of whether the Company is the primary beneficiary must be made. The primary beneficiary determination is based on a qualitative assessment as to whether the entity has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company will consolidate a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or the entity is not a VIE and over which the Company does not have effective control but can exercise influence over the entity with respect to its operations and major decisions. The Operating Partnership is a VIE. The Company's significant asset is its investment in the Operating Partnership, as described in Note 1, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of the Operating Partnership. Cash and Cash Equivalents The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased, and similar accounts with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at various financial institutions. The combined account balances at one or more institutions generally exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant as the Company does not anticipate non-performance by the financial institutions. Restricted Cash and Escrows Restricted cash primarily relates to furniture, fixtures and equipment replacement reserves as required per the terms of the Company's management and franchise agreements, cash held in restricted escrows for real estate taxes and insurance, capital spending reserves and, at times, disposition-related holdback escrows. As a result of the material adverse impact on the results of operations attributed to the COVID-19 pandemic, the Company's third-party managers temporarily suspended required contributions to the furniture, fixture and equipment replacement reserves. In addition, in certain cases, the Company has the ability to utilize a portion of these cash balances for hotel operating expenses. The usage of such replacement reserves may be subject to lender approval for hotels encumbered by mortgage loans and is generally required to be replenished. Impairment Long-lived assets and intangibles The Company assesses the carrying values of the respective long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. If it is determined that the carrying value is not recoverable because the undiscounted cash flows do not exceed carrying value, the Company records an impairment charge to the extent that the carrying value exceeds fair value. In June 2021, the Company concluded that it intended to sell the 352-room Marriott Charleston Town Center, in Charleston, West Virginia and began marketing the property. As a result of multiple bids from qualified buyers and ongoing price discussions, management determined, based on a probability weighted-average undiscounted cash flow analysis, that the hotel was impaired as the estimated undiscounted cash flows were less than the carrying value of the hotel as of June 30, 2021. Management determined the impairment loss as the excess of carrying value over the estimated fair value. As a result, for the three and six months ended June 30, 2021, the Company recorded an impairment loss of approximately $12.3 million. In August 2021, the Company entered into an agreement to sell the property for a sale price of $5.0 million and the buyer funded an at-risk deposit. Upon meeting held for sale criteria, the Company recorded an additional impairment loss of $0.3 million for the three and nine months ended September 30, 2021 related to estimated closing costs. The sale of the hotel is subject to customary closing conditions and certain third-party approvals. These impairment losses are included in impairment and other losses on the condensed consolidated statements of operations and comprehensive loss for the periods then ended. In September 2020, the Company entered into an agreement to sell the 492-room Renaissance Austin Hotel, in Austin, Texas for a sale price of $70 million and, in October 2020, the buyer funded an at-risk deposit. In accordance with the Company's impairment policy, management estimated the undiscounted cash flows for the scenario of a shortened hold period and for holding the asset long-term. Based on the results of the probability weighted-average undiscounted cash flow analysis, management determined the hotel was impaired as the estimated undiscounted cash flows were less than the carrying value of the hotel as of September 30, 2020. Management determined the impairment loss as the excess of carrying value over the estimated fair value. As a result, for the three and nine months ended September 30, 2020, the Company recorded an impairment loss of approximately $8.9 million, which is included in impairment and other losses on the condensed consolidated statement of operations and comprehensive loss for the periods then ended. The sale closed in the fourth quarter of 2020. Involuntary Conversion In August 2021, Hurricane Ida impacted one of the Company's lodging properties, Loews New Orleans Hotel located in New Orleans, Louisiana. As a result, the Company recorded an impairment loss of $0.5 million for the three and nine months ended September 30, 2021, which represents the write off of the estimated historical cost, net of accumulated depreciation, of property damaged during the hurricane. Additionally, the Company expensed $1.0 million of hurricane-related repair and cleanup costs for the three and nine months ended September 30, 2021, which is included in impairment and other losses on the condensed consolidated statement of operations and comprehensive loss for the periods then ended. The Company expects the property damage claim will exceed the $4.4 million insurance deductible. The Company also has various other ongoing claims for damage due to winter storms in Texas in early 2021. Any insurance proceeds received in excess of insurance deductibles will be treated as a gain and will not be recorded until contingencies are resolved. The Company is currently seeking business interruption proceeds related to properties impacted by storms under the Company's various insurance policies, however, it will not record an insurance recovery receivable until a final settlement has been reached with the insurance company. Any insurance proceeds received in excess of insurance deductibles will be accounted for as a gain. No business interruption insurance recovery receivables were accrued as of September 30, 2021. Goodwill The excess of the cost of an acquired entity (i.e. those that met the definition of an acquired business) over the net of the fair values assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. Goodwill was recognized and allocated to certain of the Company's properties at the time they were acquired. The Company tests goodwill for impairment annually or more frequently if events or changes in circumstances indicate impairment. The Company has the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The optional qualitative assessment determines whether it is more likely than not that the fair value of the specific goodwill is less than its carrying amount. If it is determined that it is more likely than not that the goodwill is impaired, the Company performs a single-step analysis to identify and measure impairment. The fair value of goodwill is based on either the direct capitalization method or the discounted cash flow method. The direct capitalization method is based on a capitalization rate, which is generally observable (a Level 2 input, but at times could be unobservable, which is a Level 3 input), applied to the underlying hotel's most recent stabilized trailing twelve month net operating income at the time of the fair value analysis. The discounted cash flow method is based on estimated future cash flow projections that utilize discount rates, terminal capitalization rates, and planned capital expenditures, which are generally unobservable in the market place (Level 3 inputs). These estimates approximate the inputs the Company believes would be utilized by market participants in assessing fair value. The estimates of future cash flows are based on a number of factors, including historical operating results, estimated growth rates, known trends, and market/economic conditions. If the carrying amount of the property’s assets, including goodwill, exceeds its estimated fair value an impairment charge is recorded in an amount equal to that excess but only to the extent the value of goodwill is reduced to zero. As of September 30, 2021 and December 31, 2020, the Company had goodwill of $4.9 million associated with one property, which is included in intangible assets, net of accumulated amortization on the condensed consolidated balance sheets for the periods then ended. During the three and nine months ended September 30, 2021, no impairment of goodwill was recorded. During the nine months ended September 30, 2020, the Company determined the carrying value of goodwill related to Andaz Savannah and Bohemian Hotel Savannah Riverfront, Autograph Collection, were in excess of their fair values and therefore recorded an impairment of $20.1 million. Refer to Note 7 for further information. Impairment estimates The use of projected future cash flows, both undiscounted and discounted, and estimated hold periods are based on assumptions that are consistent with the estimates of future expectations and the strategic plan the Company uses to manage its underlying business. These assumptions and estimates about future cash flows, including the uncertainty regarding the extent and duration of the effects of the COVID-19 pandemic on our operations, along with the capitalization and discount rates used to determine these estimates are complex and subjective. The determination of fair value and possible subsequent impairment of long-lived investment properties and/or goodwill is a significant estimate that can and does change based on the Company's continuous process of analyzing each property and reviewing assumptions about uncertain inherent factors, as well as the economic condition of the property at a particular point in time. Changes in economic and operating conditions and the Company’s ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in future impairment charges of the real estate properties Insurance Recoveries At times , the Company may be entitled to business interruption proceeds for losses occurring at certain properties; however, an insurance recovery receivable will not be recorded until a final settlement has been reached with the insurance company. Any insurance proceeds received in excess of insurance deductibles will be accounted for as gain. During the nine months ended September 30, 2021, the Company recognized $1.1 million in business interruption insurance proceed s for a portion of lost revenues associated with cancellations occurring in 2020 related to the COVID-19 pandemic. These amounts are included in gain on business interruption insurance on the condensed consolidated statement of operations and comprehensive loss for the period then ended. Derivatives and Hedging Activities In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company limits the risks associated with interest rate changes by following established risk management policies and procedures which may include the use of derivative instruments. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract and are recorded on the condensed consolidated balance sheet at fair value, with offsetting changes recorded to other comprehensive income or loss. The Company nets assets and liabilities when the right of offset exists. Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Any future defaults by the Company under the terms of its hedges, including those which may arise from cross default provisions with loan agreements, could result in the Company being immediately liable for the fair market value liability of the defaulted hedges. Revenues Revenues consist of amounts derived from hotel operations, including the sale of rooms for lodging accommodations, food and beverage, and other ancillary revenue generated by hotel amenities including spa, parking, golf, resort fees and other services. Revenues are generated from various distribution channels including but not limited to direct bookings, global distribution systems and Internet travel sites. Room transaction prices are based on an individual hotel's location, room type and the bundle of services included in the reservation and are set by the hotel daily. Any discounts, including advance purchase, loyalty point redemptions or promotions are recognized at the discounted rate whereas rebates and incentives are recorded as a reduction in rooms revenues when earned. Revenues from online channels are generally recognized net of commission fees, unless the end price paid by the guest is known. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the guest. Cash received from a guest prior to check-in is recorded as an advance deposit and is generally recognized as rooms revenue at the time the room reservation has become non-cancellable, upon occupancy or upon expiration of the re-booking date. Advance deposits are included in other liabilities on the condensed consolidated balance sheets. Payment of any remaining balance is typically due from the guest upon check-out. Sales, use, occupancy, and similar taxes are collected and presented on a net basis (excluded from revenues). Food and beverage transaction prices are based on the stated price for the specific food or beverage and varies depending on type, venue and hotel location. Service charges are typically a percentage of food and beverage prices and meeting space rental. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the guest. Cash received in advance of an event is recorded as either a security or advance deposit. Security and advance deposits are recognized as revenue when it becomes non-cancellable or at the time the food and beverage goods and services are rendered to the guest. Payment for the remaining balance of food and beverage goods and services is due upon delivery and completion of such goods and services. Parking and audio visual fees are recognized at the time services are provided to the guest at the stated price for the service or goods. In parking and audio visual contracts in which we have control over the services provided, we are considered the principal in the agreement and recognize the related revenues gross of associated costs. If we do not have control over the services in the contract, we are considered the agent and record the related revenues net of associated costs. Resort and amenity fees, spa, golf and other ancillary amenity revenues are recognized at the point in time the goods or services have been rendered to the guest at the stated price for the service or amenity. Share-Based Compensation The Company maintains a share-based incentive plan that provides for the grant of stock options, stock awards, restricted stock units, LTIP units and other equity-based awards. Share-based compensation is measured at the estimated fair value of the award on the date of grant, adjusted for forfeitures as they occur, and recognized as an expense on a straight-line basis over the longest vesting period for each grant for the entire award. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's share price, expected dividend yield, expected term and assumptions of whether certain of these awards will achieve performance thresholds. Share-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss and capitalized in buildings and other improvements in the condensed consolidated balance sheets for certain employees that manage property developments, renovations and capital improvements. Deferred Financing Costs Financing costs related to the revolving credit facility and long-term debt are recorded at cost and are amortized as interest expense on a straight-line basis, which approximates the effective interest method, over the life of the related debt instrument unless there is a sign ificant modification to the debt instrument. Financing costs related to the Senior Notes are amortized using the effective interest method. The balance of unamortized deferred financing costs related to the revolving credit facility is included in other assets and unamortized deferred financing costs related to all other debt are presented as a reduction in debt, net of loan premiums, discounts and unamortized deferred financing costs on the consolidated balance sheet. Deferred financing costs related to the re volving credit facility were $7.8 million and $7.2 million at September 30, 2021 and December 31, 2020, respectively, offset by accumulated amortization of $5.0 million and $3.2 million, respectively. Deferred financing costs related to all other debt were $27.6 million and $21.0 million at September 30, 2021 and December 31, 2020, respectfully, offset by accumulated amortization of $6.2 million and $5.1 million, respectively. Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board issued Accounting Standard Update 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. As of March 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In July 2021, the Company amended agreements on two mortgage loans replacing LIBOR with the Secured Overnight Financing Rate ("SOFR") effective September 1, 2021. In connection with these amendments, the Company elected not to reassess previous accounting determinations or |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following represents total revenues disaggregated by primary geographical markets (as defined by STR, Inc. ("STR")) for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended Primary Markets September 30, 2021 September 30, 2021 Orlando, FL $ 19,269 $ 52,231 Phoenix, AZ 12,901 45,327 San Diego, CA 23,073 42,947 Houston, TX 15,117 42,639 Denver, CO 11,762 26,902 Atlanta, GA 10,868 24,861 Dallas, TX 9,284 20,726 Florida Keys 5,202 18,339 Washington, DC-MD-VA 7,672 17,081 Savannah, GA 5,832 15,525 Other 51,804 106,032 Total $ 172,784 $ 412,610 Three Months Ended Nine Months Ended Primary Markets September 30, 2020 September 30, 2020 Orlando, FL $ 5,860 $ 36,724 Phoenix, AZ 5,918 33,013 Houston, TX 4,100 26,202 Atlanta, GA 3,990 18,558 Dallas, TX 1,436 17,231 San Francisco/San Mateo, CA 3,029 17,019 San Diego, CA 4,261 16,085 Denver, CO 3,890 13,839 Washington, DC-MD-VA 4,135 11,686 California North 4,661 11,643 Other 22,674 92,129 Total $ 63,954 $ 294,129 |
Investment Properties
Investment Properties | 9 Months Ended |
Sep. 30, 2021 | |
Asset Acquisition And Disposition [Abstract] | |
Investment Properties | Investment Properties From time to time, the Company evaluates acquisition opportunities based on our investment criteria and/or the opportunistic disposition of our hotels in order to take advantage of market conditions or in situations where the hotels no longer fit within our strategic objectives. In August 2021, the Company entered into an agreement to sell the 352-room Marriott Charleston Town Center, in Charleston, West Virginia for a sale price of $5.0 million. The buyer funded an at-risk deposit and the sale is subject to customary closing conditions and certain third-party approvals. As of September 30, 2021, the hotel's assets and liabilities were classified as held for sale on the condensed balance sheet for the period the ended. Held for Sale The following represents the major classes of assets and liabilities associated with assets held for sale as of September 30, 2021 (in thousands): September 30, 2021 Building and other improvements $ 23,867 Less accumulated depreciation (19,216) Net investment properties $ 4,651 Accounts and rents receivable, net of allowance for doubtful accounts 815 Other assets 2,229 Total assets held for sale $ 7,695 Accounts payable and accrued expenses 552 Other liabilities 2,277 Total liabilities associated with assets held for sale $ 2,829 The operating results of the hotel that was held for sale as of September 30, 2021 are included in the Company's condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt as of September 30, 2021 and December 31, 2020 consisted of the following (dollar amounts in thousands): Balance Outstanding as of Rate Type Rate (1) Maturity Date September 30, 2021 December 31, 2020 Mortgage Loans Kimpton Hotel Palomar Philadelphia Fixed (2) 4.14 % 1/13/2023 $ — (3) $ 57,660 Renaissance Atlanta Waverly Hotel & Convention Center Fixed (4) 4.45 % 8/14/2024 100,000 100,000 Andaz Napa Fixed (5) 2.76 % 9/13/2024 56,000 56,000 The Ritz-Carlton, Pentagon City Fixed (6) 5.47 % 1/31/2025 65,000 65,000 Grand Bohemian Hotel Orlando, Autograph Collection Fixed 4.53 % 3/1/2026 57,066 57,857 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 112,576 115,762 Total Mortgage Loans 4.44 % (7) $ 390,642 $ 452,279 Corporate Credit Facilities Corporate Credit Facility Term Loan $150M Fixed (8) 3.77 % 8/21/2023 $ — (3) $ 150,000 Corporate Credit Facility Term Loan $125M Fixed (9) 3.92 % 9/13/2024 125,000 125,000 Revolving Credit Facility (10) Variable 2.93 % 2/28/2024 — (3) 163,093 Total Corporate Credit Facilities $ 125,000 $ 438,093 2020 Senior Notes $500M Fixed 6.38 % 8/15/2025 500,000 500,000 2021 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 — Loan premiums, discounts and unamortized deferred financing costs, net (11) (21,355) (15,892) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.18 % (7) $ 1,494,287 $ 1,374,480 (1) The rates shown represent the annual interest rates as of September 30, 2021. The variable index for one mortgage loan is one-month LIBOR and for two mortgage loans is daily SOFR. The variable index for the corporate credit facilities reflects a 25 basis point LIBOR floor which is applicable for the value of all corporate credit facilities not subject to an interest rate hedge. (2) The Company entered into an interest rate swap agreement to fix the interest rate of this variable rate mortgage loan for the entire term of the loan. This mortgage loan was repaid in May 2021. The interest rate swap associated with this loan was terminated in connection with the repayment. (3) In May 2021, the Company repaid the outstanding balance of the respective mortgage loan, the corporate credit facility term loan due to mature in August 2023 and the revolving credit facility with cash on hand and proceeds from the 2021 Senior Notes. (4) A variable interest loan for which the interest rate has been fixed through October 2022, after which the rate reverts to variable. (5) A variable interest loan for which the interest rate has been fixed on $25 million of the balance through October 2022, after which the rate reverts to variable. (6) A variable interest loan for which the interest rate has been fixed through January 2023. (7) Represents the weighted-average interest rate as of September 30, 2021. (8) A variable interest loan for which LIBOR was previously fixed for $125 million of the balance through October 2022. The spread to LIBOR varied, as it was determined by the Company's leverage ratio. (9) A variable interest loan for which LIBOR has been fixed through September 2022. The spread to LIBOR may vary, as it is determined by the Company's leverage ratio. The applicable interest rate has been set to the highest level of grid-based pricing during the covenant waiver period. (10) Commitments under the revolving credit facility total $523 million through February 2022, after which the total commitments will decrease to $450 million through maturity in February 2024. (11) Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization. Mortgage Loans Of the total outstanding debt at September 30, 2021, none of the mortgage loans were recourse to the Company. As of September 30, 2021, the Company was not in compliance with its debt covenants on two mortgage loans which did not result in events of default but allows the respective lenders the option to institute a cash sweep until covenant compliance is achieved for a period of time specified in the respective loan agreements. The cash sweeps permit the lenders to withdraw excess cash generated by the property into a separate bank account that they control, which may be used to reduce the outstanding loan balance. As of June 30, 2021, the Company was not in compliance with its debt co venants for three of its m ortgage loans, which resulted in an event of default for each mortgage loan. In July 2021, the Company amended the terms of these mortgage loans to waive each event of default as of June 30, 2021 and to adjust covenant calculations for five quarters following the waiver. As a result, the Company was in compliance with each of these three loans as of September 30, 2021. The mortgage loan agreements require contributions to be made to furniture, fixtures and equipment replacement reserves, however, this requirement was temporarily waived and the Company has the ability to utilize existing furniture, fixtures and equipment replacement reserve funds for operating expenses, subject to certain restrictions and a requirement to replenish any funds used. Corporate Credit Facilities Certain financial covenants related to our amended corporate credit facilities have been suspended until the date that financial statements are required to be delivered thereunder for the fiscal quarter ending June 30, 2022 (such period, unless earlier terminated by the Operating Partnership in accordance with the terms of the corporate credit facilities, the "covenant waiver period") and once quarterly testing resumes, certain financial covenants have been modified through the first quarter in 2023. In addition, the amended corporate credit facilities have certain restrictions and covenants which are applicable during the covenant waiver period, including (i) mandatory prepayment requirements, (ii) affirmative covenants related to the pledge of equity of certain subsidiaries and (iii) negative covenants restricting certain acquisitions, investments, capital expenditures, ground leases, and distributions. A minimum liquidity covenant also applies during the covenant waiver period. In May 2021, in connection with the closing of the 2021 Senior Notes, the Company effectuated additional amendments to our revolving credit facility and our one remaining corporate credit facility term loan. These additional amendments, among other things, (i) extended the covenant waiver period under the corporate credit facilities as provided above, (ii) increased the minimum liquidity covenant during the covenant waiver period from $100 million to $150 million and eliminated the minimum liquidity covenant after the covenant waiver period ends, (iii) adjusted the mandatory prepayment requirements under the corporate credit facilities to limit the requirement to repay loans using net proceeds of certain asset sales and debt or equity issuances solely to the Operating Partnership’s revolving credit facility and (iv) increased the ability for the Operating Partnership to acquire properties and increased capacity for capital expenditures during the covenant waiver period under the corporate credit facilities. As of September 30, 2021 , there was no outstanding balance on the revolving credit facility. During the three and nine months ended September 30, 2021, the Company incurred unused commitment fees of approximately $0.4 million and $1.0 million, respectively, and interest expense of $1.9 million for the nine months ended September 30, 2021. During the three and nine months ended September 30, 2020, the Company incurred unused commitment fees of appr oximately $48 thousand and $0.3 million, respectively, and interest expense of $2.6 million and $7.0 million, respectively. Senior Notes The Operating Partnership issued $500 million of 6.375% Senior Notes (the "2020 Senior Notes") during the year ended December 31, 2020. The 2020 Senior Notes contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indenture. In addition, the 2020 Senior Notes indenture requires the Operating Partnership to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis. In May 2021, the Operating Partnership issued $500 million of 4.875% Senior Notes due in 2029 at a price equal to 100% of face value (the "2021 Senior Notes") and used the net proceeds to repay in full the borrowings under the revolving credit facility and prepay in full the corporate credit facility term loan maturing in August 2023. The Company intends to use the remaining net proceeds from the offering of the 2021 Senior Notes for general corporate purposes. Similar to the 2020 Senior Notes, the 2021 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by the Company and certain of its subsidiaries that incur or guarantee any indebtedness under the Company’s corporate credit facilities, any additional first lien obligations, certain other bank indebtedness or any other material capital markets indebtedness (each, a “subsidiary guarantor” and together with the Company, the “guarantors”). The 2021 Senior Notes are initially secured, subject to certain permitted liens, by a first priority security interest in all of the equity interests (the “collateral”) of a material portion of the Operating Partnership’s subsidiaries, and any proceeds of such equity interests, which collateral also secures obligations under the corporate credit facilities on a first priority basis. The collateral securing the 2021 Senior Notes will be released in full if the Operating Partnership achieves compliance with certain financial covenant requirements under the corporate credit facilities, after which the 2021 Senior Notes will be unsecured, which is expected to occur prior to the maturity of the 2021 Senior Notes. The 2021 Senior Notes contain customary covenants that limit the Operating Partnership’s ability and, in certain instances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indenture. In addition, the 2021 Senior Notes indenture requires the Operating Partnership to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis. The Operating Partnership may redeem the 2021 Senior Notes at any time prior to June 1, 2024, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to, but excluding, the redemption date, plus a make-whole premium. The Operating Partnership may redeem the 2021 Senior Notes at any time on or after June 1, 2024, in whole or in part, at a redemption price equal to (i) 102.438% of the principal amount thereof, should such redemption occur before June 1, 2025, (ii) 101.219% of the principal amount thereof, should such redemption occur before June 1, 2026, and (iii) 100.000% of the principal amount thereof, should such redemption occur on or after June 1, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to June 1, 2024, the Operating Partnership may redeem up to 40% of the original principal amount of the 2021 Senior Notes with the net cash proceeds from certain equity offerings at a redemption price of 104.875% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2021 Senior Notes remains outstanding immediately after the occurrence of such redemption. Under certain circumstances, until 120 days after the issue date, the Operating Partnership may redeem in the aggregate up to 35% of the original aggregate principal amount of the 2021 Senior Notes with the net cash proceeds of certain support received by the Operating Partnership or any of its subsidiaries from a government authority in connection with the COVID-19 global pandemic at a redemption price of 102.4375% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 65% of the aggregate principal amount of the 2021 Senior Notes remain outstanding immediately after such redemption. Debt Outstanding Total debt outstanding as of September 30, 2021 and December 31, 2020 was $1,516 million and $1,390 million, respectively, and had a weighted-average interest rate of 5.18% and 4.78% per annum, respectively. The following table shows scheduled principal payments and debt maturities for the next five years and thereafter (in thousands): As of Weighted- 2021 $ 1,015 4.36% 2022 4,653 4.38% 2023 5,537 4.39% 2024 280,160 3.88% 2025 568,512 6.26% Thereafter 655,765 4.81% Total Debt $ 1,515,642 5.18% Revolving Credit Facility (matures in 2024) — 2.93% Loan premiums, discounts and unamortized deferred financing costs, net (21,355) — Debt, net of loan premiums, discounts and unamortized deferred financing costs $ 1,494,287 5.18% As a result of the loan amendments and issuance of the 2021 Senior Notes during the three and nine months ended September 30, 2021, the Company capitalized $0.1 million and $10.2 million, respectively, of deferred financing costs. In connection with the repayment of one mortgage loan and the corporate credit facility term loan maturing August 2023 during the nine months ended September 30, 2021, the Company wrote off the related unamortized deferred financing costs of $1.4 million, which is included in loss on extinguishment of debt on the condensed consolidated statements of operations and comprehensive loss for the period then ended. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company primarily uses interest rate swaps as part of its interest rate risk management strategy for variable rate debt. As of September 30, 2021, all interest rate swaps were designated as cash flow hedges and involve the receipt of variable rate payments from a counterparty in exchange for making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. Unrealized gains and losses of hedging instruments are reported in other comprehensive income or loss on the condensed consolidated statements of operations and comprehensive loss. Amounts reported in accumulated other comprehensive loss related to currently outstanding derivatives are recognized as an adjustment to income or loss through interest expense as interest payments are made on the Company’s variable rate debt. During the nine months ended September 30, 2021, the Company terminated four interest rate swaps prior to their maturity and incurred swap termination costs of $2.8 million which is included in other income (expense) on the condensed consolidated statements of operations and comprehensive loss for the period then ended. Derivative instruments held by the Company with the right of offset in a net liability position were included in other liabilities on the condensed consolidated balance sheets. The following table summarizes the terms of the derivative financial instruments held by the Company as of September 30, 2021 and December 31, 2020, respectively (in thousands): September 30, 2021 December 31, 2020 Hedged Debt Type Fixed Rate Index Effective Date Maturity Notional Amounts Estimated Fair Value Notional Amounts Estimated Fair Value Mortgage Debt Swap 1.83% 1-Month LIBOR 1/15/2016 10/22/2022 $ 50,000 $ (905) $ 50,000 $ (1,521) Mortgage Debt Swap 1.83% 1-Month LIBOR 1/15/2016 10/22/2022 25,000 (452) 25,000 (761) Mortgage Debt Swap 1.84% 1-Month LIBOR 1/15/2016 10/22/2022 25,000 (454) 25,000 (764) Mortgage Debt Swap 1.83% 1-Month LIBOR 1/15/2016 10/22/2022 25,000 (453) 25,000 (762) Mortgage Debt (1) Swap 1.54% 1-Month LIBOR 1/13/2016 1/13/2023 — — 57,000 (1,569) Mortgage Debt (1) Swap 1.80% 1-Month LIBOR 3/1/2017 1/3/2022 — — 51,000 (859) Mortgage Debt (1) Swap 1.80% 1-Month LIBOR 3/1/2017 1/3/2022 — — 45,000 (758) Mortgage Debt (1) Swap 1.81% 1-Month LIBOR 3/1/2017 1/3/2022 — — 45,000 (765) $125M Term Loan Swap 1.91% 1-Month LIBOR 10/13/2017 9/13/2022 40,000 (685) 40,000 (1,201) $125M Term Loan Swap 1.92% 1-Month LIBOR 10/13/2017 9/13/2022 40,000 (686) 40,000 (1,202) $125M Term Loan Swap 1.92% 1-Month LIBOR 10/13/2017 9/13/2022 25,000 (430) 25,000 (753) $125M Term Loan Swap 1.92% 1-Month LIBOR 10/13/2017 9/13/2022 20,000 (343) 20,000 (601) Mortgage Debt Swap 2.80% 1-Month LIBOR 6/1/2018 2/1/2023 24,000 (839) 24,000 (1,302) Mortgage Debt Swap 2.89% 1-Month LIBOR 1/17/2019 2/1/2023 41,000 (1,484) 41,000 (2,301) $ 315,000 $ (6,731) $ 513,000 $ (15,119) (1) In May 2021, the associated interest rate swaps were terminated in connection with the full repayment of one mortgage loan and the $150 million corporate credit facility term loan. The table below details the location in the condensed consolidated financial statements of the gains and losses recognized on derivative financial instruments designated as cash flow hedges for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Effect of derivative instruments: Location in Statements of Operations and Comprehensive Loss: (Loss) gain recognized in other comprehensive loss Unrealized (loss) gain on interest rate derivative instruments $ (163) $ 264 $ 2,389 $ (18,535) Gain reclassified from accumulated other comprehensive loss to net loss Reclassification adjustment for amounts recognized in net loss (interest expense) $ 1,598 $ 2,840 $ 5,999 $ 5,511 Total interest expense in which effects of cash flow hedges are recorded Interest expense $ 21,358 $ 17,006 $ 59,799 $ 43,601 Realized loss on termination of derivative instruments Other income (expense) $ — $ — $ (2,779) $ — The Company expects approximately $6.1 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense in the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: • Level 1 - Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access. • Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies it believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition. For assets and liabilities measured at fair value on a recurring basis and non-recurring basis, quantitative disclosure of their fair values are included in the condensed consolidated balance sheets as of as of September 30, 2021 and December 31, 2020 (in thousands): Fair Value Measurement Date September 30, 2021 December 31, 2020 Location on Condensed Consolidated Balance Sheets/Description of Instrument Observable Inputs Significant Unobservable Inputs Observable Inputs Significant Unobservable Inputs Recurring measurements Liabilities Interest rate swap liabilities (1) $ (6,731) $ — $ (15,119) $ — Nonrecurring measurements Net investment properties Marriott Charleston Town Center $ 4,650 $ — $ — $ — (1) Interest rate swap fair values are netted as applicable per the terms of the respective master netting agreements. Recurring Measurements The fair value of each derivative instrument is based on a discounted cash flow analysis of the expected cash flows under each arrangement. This analysis reflects the contractual terms of the derivative instrument, including the period to maturity, and utilizes observable market-based inputs, including interest rate curves and implied volatilities, which are classified within Level 2 of the fair value hierarchy. The Company also incorporates credit value adjustments to appropriately reflect each parties’ nonperformance risk in the fair value measurement, which utilizes Level 3 inputs such as estimates of current credit spreads. However, the Company has assessed that the credit valuation adjustments are not significant to the overall valuation of the derivatives and, as a result, its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy. Non-Recurring Measurements Investment Properties In June 2021, the Company concluded that it intended to sell the 352-room Marriott Charleston Town Center, in Charleston, West Virginia and began marketing the property. As a result of multiple bids from qualified buyers and ongoing price discussions, management determined, based on a probability weighted-average undiscounted cash flow analysis, that the hotel was impaired as the estimated undiscounted cash flows were less than the carrying value of the hotel as of June 30, 2021. Management determined the impairment loss as the excess of carrying value over the estimated fair value. As a result, for the three and six months ended June 30, 2021, the Company recorded an impairment loss of approximately $12.3 million. In August 2021, the Company entered into an agreement to sell the property for a sale price of $5.0 million and the buyer funded an at-risk deposit. Upon meeting held for sale criteria, the Company recorded an additional impairment loss of $0.3 million for the three and nine months ended September 30, 2021 related to estimated closing costs. The sale of the hotel is subject to customary closing conditions and certain third-party approvals. These impairment losses are included in impairment and other losses on the condensed consolidated statements of operations and comprehensive loss for the periods then ended. In September 2020, the Company entered into an agreement to sell the 492-room Renaissance Austin Hotel, in Austin, Texas for a sale price of $70 million and, in October 2020, the buyer funded an at-risk deposit. In accordance with the Company's impairment policy, management estimated the undiscounted cash flows for the scenario of a shortened hold period and for holding the asset long-term. Based on the results of the probability weighted-average undiscounted cash flow analysis, management determined the hotel was impaired as the estimated undiscounted cash flows were less than the carrying value of the hotel as of September 30, 2020. Management determined the impairment loss as the excess of carrying value over the estimated fair value. As a result, for the three and nine months ended September 30, 2020, the Company recorded an impairment loss of approximately $8.9 million, which is included in impairment and other losses on the condensed consolidated statement of operations and comprehensive loss for the periods then ended. The sale closed in the fourth quarter of 2020. Goodwill The below table shows the goodwill balances as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Goodwill $ 34,352 $ 34,352 Cumulative goodwill impairment losses (29,502) (29,502) Carrying value of goodwill $ 4,850 $ 4,850 As of March 31, 2020, as a result of the existing market weakness due to new supply in Savannah, Georgia and the material adverse impact the COVID-19 pandemic had on the lodging industry and on our portfolio, the Company performed a single-step analysis to identify and measure impairment for three of our hotels with goodwill, including Andaz Napa, Andaz Savannah and Bohemian Hotel Savannah Riverfront, Autograph Collection. Management determined the fair value of the hotels and related goodwill using Level 3 assumptions, which included discounted cash flows based on projected operating income, timing and amount of planned capital expenditures, a terminal capitalization rate, and an applied discount rate. Based on the fair value determinations made by management, the Company identified and recorded goodwill impairments of $6.1 million related to Andaz Savannah and $10.3 million related to Bohemian Hotel Savannah Riverfront, Autograph Collection. At June 30, 2020, the Company identified additional goodwill impairment related to Bohemian Hotel Savannah Riverfront, Autograph Collection, attributed to the ongoing effect of the pandemic coupled with changes in the supply and demand dynamics in the Savannah, Georgia market since the acquisition of the hotel in 2012. As a result, the Company impaired the remaining $3.7 million of goodwill related to this hotel. The goodwill impairment charges for the nine months ended September 30, 2020 totaled $20.1 million, which is included in impairment and other losses on the condensed consolidated statements of operations and comprehensive loss for the period then ended. Financial Instruments Not Measured at Fair Value The table below represents the fair value of financial instruments presented at carrying values in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Carrying Estimated Carrying Estimated Total Mortgage and Corporate Credit Facility Term Loans $ 515,642 $ 505,506 $ 727,279 $ 706,453 Senior Notes 1,000,000 1,060,594 500,000 539,901 Revolving Credit Facility — — 163,093 161,339 Total $ 1,515,642 $ 1,566,100 $ 1,390,372 $ 1,407,693 The Company estimated the fair value of its total debt, net of discounts, using a weighted-average effective interest rate of 5.11% and 4.80% per annum as of September 30, 2021 and December 31, 2020, respectively. The assumptions reflect the terms currently available to borrowers with credit profiles similar to the Company's. The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company estimated the TRS income tax expense for the three and nine months ended September 30, 2021 using an estimated federal and state combined effective tax rate of 3.00% and recognized an income tax expense of $43 thousand and $0.4 million, respectively. The income tax expense for the three and nine months ended September 30, 2021 was primarily attributed to state taxes levied on gross receipts. The Company estimated the TRS income tax benefit for the three and nine months ended September 30, 2020 using an estimated federal and state combined effective tax rate of 19.37% and recognized an income tax benefit of $6.4 million and $16.8 million, respectively. The income tax benefit for three and nine months ended September 30, 2020 was primarily attributed to the net operating loss carryback opportunity allowed for under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") signed into U.S. law in March 2020. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The Company maintains an "At-the-Market" ("ATM") program pursuant to an Equity Distribution Agreement ("ATM Agreement") with Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc., and Raymond James & Associates, Inc. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $200 million. No shares were sold under the ATM Agreement during the three and nine months ended September 30, 2021 and 2020. In May 2021, the Company amended the ATM Agreement to increase its size. As a result, the Company had $200 million available for sale under the ATM Agreement as of September 30, 2021. The terms of the amended revolving credit facility impose restrictions on the use of proceeds raised from equity issuances. The Board of Directors has authorized a stock repurchase program pursuant to which the Company is authorized to purchase up to $175 million of the Company’s outstanding common stock in the open market, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans (the "Repurchase Program"). The Repurchase Program does not have an expiration date. This Repurchase Program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of shares. No shares were purchased as part of the Repurchase Program during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, 165,516 shares were repurchased under the Repurchase Program at a weighted-average price of $13.68 per share for an aggregate purchase price of $2.3 million. As of September 30, 2021, the Company had approximately $94.7 million remaining under its share repurchase authorization. We are prohibited under the terms of the amended corporate credit facilities from making repurchases of our common stock until we achieve compliance with applicable debt covenants and our covenant waiver period ends. Distributions The Company has suspended its quarterly dividend in order to preserve liquidity and did not declare any dividends during the nine months ended September 30, 2021. Our ability to make distributions is currently limited by the provisions of our amended corporate credit facilities. The Company will evaluate if and when to resume paying dividends in the future based on business and economic conditions and the requirement to distribute 90% of REIT taxable income in order to remain qualified as a REIT. The Company declared the following dividend during the nine months ended September 30, 2020: Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.275 March 31, 2020 March 31, 2020 April 15, 2020 Non-Controlling Interest of Common Units in Operating Partnership During the nine months ended September 30, 2021 , 615,266 vested LTIP Units were converted into common limited partnership units in the Operating Partnership ("Common Units") on a one-for-one basis and subsequently all 615,266 Common Units were tendered to the Operating Partnership for redemption. At the Company's election, 399,922 Common Units were redeemed for common stock and 215,344 Common Units were redeemed for cash totaling $4.1 million. During the nine months ended September 30, 2020 , 1,579,549 vested LTIP Units were converted into common limited partnership units in the Operating Partnership on a one-for-one basis and subsequently all 1,579,549 Common Units were tendered to the Operating Partnership for redemption. At the Company's election, 1,122,532 Common Units were redeemed for common stock and 457,017 Common Units were redeemed for cash totaling $8.6 million. As of September 30, 2021, the Operating Partnership had 2,713,209 LTIP Units outstanding, representing a 2.3% partnership interest held by the limited partners. Of the 2,713,209 LTIP Units outstanding at September 30, 2021, 507,761 units had vested and had yet to be converted or redeemed. Only vested LTIP Units may be converted to common units of the Operating Partnership, which in turn can be tendered for redemption per the terms of the LTIP Unit award agreements. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per common share is calculated by dividing net income or loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income or loss available to common stockholders by the weighted-average number of common shares outstanding during the period plus any shares that could potentially be outstanding during the period. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. Unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested share-based compensation (participating securities) have been excluded, as applicable, from net income or loss available to common stockholders used in the basic and diluted earnings per share calculations. Income or loss allocated to non-controlling interests in the Operating Partnership has been excluded from the numerator and Operating Partnership Units and LTIP Units in the Operating Partnership have been omitted from the denominator for the purpose of computing diluted earnings per share since including these amounts in the numerator and denominator would have no impact. The following table reconciles net loss attributable to common stockholders to basic and diluted earnings per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (22,193) $ (52,344) $ (120,582) $ (187,608) Dividends paid on unvested share-based compensation — — — (150) Net loss available to common stockholders $ (22,193) $ (52,344) $ (120,582) $ (187,758) Denominator: Weighted-average shares outstanding - Basic 113,809,212 113,730,716 113,798,761 113,407,217 Effect of dilutive share-based compensation (1) — — — — Weighted-average shares outstanding - Diluted 113,809,212 113,730,716 113,798,761 113,407,217 Basic and diluted loss per share: Net loss per share available to common stockholders - basic and diluted $ (0.20) $ (0.46) $ (1.06) $ (1.66) (1) During the three and nine months ended September 30, 2021, the Company excluded 580,479 and 563,820 anti-dilutive shares from its calculation of diluted earnings per share, respectively. During the three and nine months ended September 30, 2020, the Company excluded 263,383 and 260,270 anti-dilutive shares from its calculation of diluted earnings per share, respectively. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2015 Incentive Award Plan Restricted Stock Unit Grants The Compensation Committee of the Board of Directors approved the following grants of restricted stock units to certain Company employees: Grant Date Grant Description Time-Based Grants Performance-Based Grants Weighted-Average Grant Date Fair Value March 2021 2021 Restricted Stock Units 64,542 37,067 $ 16.66 Each award of time-based Restricted Stock Units will vest as follows, subject to continued employment with the Company or its affiliates through each applicable vesting date: 33% on the first anniversary of the vesting commencement date, 33% on the second anniversary of the vesting commencement date, and 34% on the third anniversary of the vesting commencement date. The performance-based Restricted Stock Units are designated twenty-five percent (25%) as absolute total stockholder return ("TSR") units (the "Absolute TSR Share Units") and seventy-five percent (75%) as relative TSR share units (the "Relative TSR Share Units"). The Absolute TSR Share Units vest based on achievement of varying levels of the Company's TSR over the three-year performance period. The Relative TSR Share Units vest based on the ranking of the Company's TSR as compared to a defined peer group over the three-year performance period. Vesting of performance-based Restricted Stock Units is also subject to continued employment with the Company or its affiliates through the applicable vesting date. In May 2021, with the addition of one non-employee director to the Company's Board of Directors, and pursuant to the Company's Director Compensation Program, 5,138 fully vested shares of common stock were granted which had a grant date fair value of $19.09 per share. LTIP Unit Grants The Compensation Committee of the Board of Directors approved the issuance of the following awards under the 2015 Incentive Award Plan: Grant Date Grant Description Time-Based LTIP Units Performance-Based Class A LTIP Units Weighted-Average Grant Date Fair Value March 2021 2021 LTIP Units 88,076 708,991 $ 11.87 Each award of time-based LTIP Units will vest as follows, subject to continued employment with the Company or its affiliates through each applicable vesting date: 33% on the first anniversary of the vesting commencement date, 33% on the second anniversary of the vesting commencement date, and 34% on the third anniversary of the vesting commencement date. A portion of each award of Class A LTIP Units are designated as a number of "base units". The base units are designated twenty-five percent (25%) as absolute TSR base units, and vest based on achievement of varying levels of the Company's TSR over the three-year performance period. The other seventy-five percent (75%) of the base units are designated as relative TSR base units and vest based on the ranking of the Company's TSR as compared to a defined peer group over the three-year performance period. Vesting of Class A LTIP Units is also subject to continued employment with the Company or its affiliates through the vesting date. LTIP Units (other than unvested Class A LTIP Units), whether vested or unvested, receive the same quarterly per-unit distributions as common units in the Operating Partnership, which equal the per-share distributions on the common stock of the Company. Class A LTIP Units that have not vested receive a quarterly per-unit distribution equal to 10% of the distribution paid on common units in the Operating Partnership. In May 2021, pursuant to the Company's Director Compensation Program, the Company approved the issuance of 36,848 fully vested LTIP Units to seven of its non-employee directors which had a grant date fair value of $19.00 per unit. The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of September 30, 2021: 2015 Incentive Award Plan Restricted Stock Units 2015 Incentive Award Plan LTIP Units (1) Total Unvested as of December 31, 2020 387,739 1,494,458 1,882,197 Granted 106,747 833,915 940,662 Vested (2) (72,692) (122,925) (195,617) Forfeited (4,291) — (4,291) Unvested as of September 30, 2021 417,503 2,205,448 2,622,951 Weighted-average fair value of unvested shares/units $ 14.49 $ 11.00 $ 11.56 (1) Includes time-based LTIP Units and performance-based Class A LTIP Units. (2) During the nine months ended September 30, 2021, 18,993 shares of common stock were withheld by the Company upon the settlement of the applicable awards in order to satisfy minimum tax withholding requirements with respect to Restricted Stock Units granted under the 2015 Incentive Award Plan. The grant date fair values of the vested common stock, time-based Restricted Stock Units, time-based LTIP Units and vested LTIP Units were determined based on the closing price of the Company’s common stock on the grant date and compensation expense is recognized on a straight-line basis over the vesting period. The grant date fair values of performance-based awards are determined based on a Monte Carlo simulation method with the following assumptions and compensation expense is recognized on a straight-line basis over the performance period: Performance Award Grant Date Percentage of Total Award Grant Date Fair Value by Volatility Interest Rate Dividend Yield March 1, 2021 Absolute TSR Restricted Stock Units 25% $12.63 59.84% 0.01% - 0.31% —% Relative TSR Restricted Stock Units 75% $13.06 59.84% 0.01% - 0.31% —% Absolute TSR Class A LTIP Units 25% $12.57 59.84% 0.01% - 0.31% —% Relative TSR Class A LTIP Units 75% $12.69 59.84% 0.01% - 0.31% —% The absolute and relative total stockholder returns are market conditions as defined by Accounting Standard Codification ("ASC") 718, Compensation - Stock Compensation. Market conditions include provisions wherein the vesting condition is met through the achievement of a specific value of the Company’s common stock, which is total stockholder return in this case. Market conditions differ from other performance awards under ASC 718 in that the probability of attaining the condition (and thus vesting of the units or shares) is reflected in the initial grant date fair value of the award. Accordingly, it is not appropriate to reconsider the probability of vesting in the award subsequent to the initial measurement of the award, nor is it appropriate to reverse any of the expense if the condition is not met. As such, once the expense for these awards is measured, the expense must be recognized over the vesting period regardless of whether the target is met, or at what level the target is met. Expense may only be reversed if the holder of the instrument forfeits the award as a result of the holder's termination of service to the Company prior to vesting. For the three and nine months ended September 30, 2021, the Company recognized approxima tely $2.9 million and $8.0 million, respectively, of share-based compensation expense (net of forfeitures) related to Restricted Stock Units and LTIP Units provided to certain of its executive officers and other members of management. In a ddition, for the nine months ended September 30, 2021, the Company recognized $0.8 million of share-based compensation expense related to the non-employee Board of Directors and for the three and nine months ended September 30, 2021 capitalized approximately $0.1 million and $0.5 million, respectively, related to Restricted Stock Units provided to certain members of management who oversee development and capital projects on behalf of the Company. As of September 30, 2021, there was $14.3 million of total unrecognized compensation costs related to unvested Restricted Stock Units, Class A LTIP Units and Time-Based LTIP Units issued under the 2015 Incentive Award Plan, which are expected to be recognized over a remaining weighted-average period of 1.81 additional years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company is a lessee to long-term ground, parking, and its corporate office leases, which are accounted for as operating leases. The following is a summary of the Company's leases as of and for the nine months ended September 30, 2021 (dollar amounts in thousands): September 30, 2021 Weighted-average remaining lease term, including reasonably certain extension options (1) 23 years Weighted-average discount rate 5.79% ROU asset (2) $ 21,954 Lease liability (3) $ 23,286 Operating lease rent expense $ 1,659 Variable lease costs 2,198 Total rent and variable lease costs $ 3,857 (1) The weighted-average remaining lease term including all available extension options is approximately 59 years. (2) The ROU asset is included in other assets (3) The lease liability is included in other liabilities The following table shows the remaining lease payments, which includes reasonably certain extension options, for the next five years and thereafter reconciled to the lease liability as of September 30, 2021 (in thousands): Year Ending 2021 (excluding the nine months ended September 30, 2021) $ 565 2022 2,273 2023 2,287 2024 2,302 2025 2,317 Thereafter 34,926 Total undiscounted lease payments $ 44,670 Less imputed interest (21,384) Lease liability (1) $ 23,286 (1) The lease liability is included in other liabilities on the condensed consolidated balance sheet as of September 30, 2021. Management and Franchise Agreements In order to maintain its qualification as a REIT, the Company cannot directly or indirectly operate any of its hotels. The Company leases each hotel to TRS lessees, which in turn engage property managers to manage the hotels. Each hotel is operated pursuant to a hotel management agreement with an independent third-party hotel management company. Pursuant to the hotel management agreements, the management company controls the day-to-day operation of each hotel, and the Company is granted limited approval rights with respect to certain of the management company’s actions. The hotel management agreements typically contain a two-tiered fee structure, wherein the management company receives a base management fee and, if certain financial thresholds are met or exceeded, an incentive management fee. Many hotel management agreements also require the maintenance of a capital reserve fund based on a percentage of hotel revenues to be used for capital expenditures to maintain the quality of the hotels. As a result of the material adverse impact on the results of operations attributed to the COVID-19 pandemic, the Company's third-party managers temporarily suspended required contributions to the furniture, fixture and equipment replacement reserves. In addition, in certain cases, the Company has the ability to utilize a portion of these cash balances for hotel operating expenses. The usage of such replacement reserves may be subject to lender approval for hotels encumbered by mortgage loans and is generally required to be replenished. Management agreements for brand-managed hotels have terms generally ranging from 10 to 30 years and allow for one or more renewal periods at the option of the hotel manager. Assuming all renewal periods are exercised, the average remaining term is 25 years. Management agreements for franchised hotels generally contain initial terms between 10 and 15 years with an average remaining initial term of approximately three years. The Company is generally limited in its ability to sell, lease or otherwise transfer hotels unless the transferee assumes the related hotel management agreement. However, most agreements include owner rights to terminate the agreements on the basis of the manager’s failure to meet certain performance-based metrics. Typically, these criteria are subject to the manager’s ability to ‘cure’ and avoid termination by payment to the Company of specified deficiency amounts (or, in some instances, waiver of the right to receive specified future management fees). Franchise agreements contain initial terms of 15 to 20 years, with an average remaining initial term of approximately seven years. The franchise agreements require royalty fees based on a percentage of gross rooms revenue and, for certain hotels, an additional fee based on a percentage of gross food and beverage revenue. In addition, franchise agreements require fees for marketing, reservation or other program fees based on a percentage of gross rooms revenue. Many franchise agreements also require the maintenance of a capital reserve fund based on a percentage of hotel revenues to be used for capital expenditures to maintain the quality of the hotels. For the three and nine months ended September 30, 2021, the Company incurred management and franchise fee expenses of $6.0 million and $15.0 million, respective ly, and for the three and nine months ended September 30, 2020 incurred expenses of $2.0 million and $9.2 million, respectively, which are included on the condensed consolidated statements of operations and comprehensive loss for the periods then ended. Reserve Requirements Certain franchise and management agreements require the Company to reserve funds relating to replacements and renewals of the hotels' furniture, fixtures and equipment. As of September 30, 2021 and December 31, 2020, the Company had a balance of $25.8 million and $25.9 million, respectively, in reserves for such future improvements. This amount is included in restricted cash and escrows on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. As a result of the material adverse impact on the results of operations attributed to the COVID-19 pandemic, the Company's third-party managers temporarily suspended required contributions to the furniture, fixture and equipment replacement reserves. In addition, in certain cases, the Company has the ability to utilize a portion of these cash balances for hotel operating expenses. The usage of such replacement reserves may be subject to lender approval for hotels encumbered by mortgage loans and is generally required to be replenished. As of September 30, 2021, the Company had used $14.7 million of the furniture, fixture and equipment replacement reserves for working capital purposes, of which $4.8 million remains subject to replenishment requirements. Renovation and Construction Commitments As of September 30, 2021, the Company had various contracts outstanding with third-parties in connection with the renovation of certain of its hotel properties. The remaining commitments under these contracts as of September 30, 2021 totaled $5.2 million. Legal The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the financial condition of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The unaudited interim condensed consolidated financial statements and related notes have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include normal recurring adjustments, which management considers necessary for the fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of changes in equity and condensed consolidated statements of cash flows for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2020, included in the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2021. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of actual operating results for the entire year. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and XHR Holding. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. |
Reclassifications | ReclassificationsCertain prior year amounts in these condensed consolidated financial statements have been reclassified to conform to the presentation as of and for the three and nine months ended September 30, 2021. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected future economic conditions. Actual results could differ from these estimates. |
Risks and Uncertainties | Risks and Uncertainties As a result of the COVID-19 pan demic, the majority of the Company's hotels and resorts temporarily suspended operations for certain periods of time during 2020. All of the Company's hotels had resumed operations by May 2021. The Company's portfolio consists of luxury and upper upscale hotels and resorts, which generally offer restaurant and bar venues , large meeting facilities and event space, and amenities, including spas and golf courses, some of which may have limited operations or may not be able to operate during the recovery in order to comply with implemented safety measures, ongoing or reimplemented restrictions and to accommodate reduced levels of demand. The Company continues to monitor the evolving situation and guidance from federal, state and local governmental and public health authorities and additional actions may be taken or required based on their recommendations and regulations in place. Under these circumstances, there may be developments that require further adjustments to operations. The Company cannot predict with certainty when business levels will return to normalized levels after the effects of the pandemic subside or whether hotels that have recommenced operations will be forced to suspend operations or impose additional restrictions due to resurgences of COVID-19 cases, including the Delta variant or other variants. The Company expects that recovery in the lodging industry, particularly with respect to business transient and group business, will continue to lag behind the recovery of other industries and factors such as public health (including a significant increase in new variant strains of COVID-19 cases), availability and effectiveness of COVID-19 vaccines and therapeutics, the level of acceptance of the vaccine by the general population, waning immunity and the economic and geopolitical environments may impact the timing, extent and pace of such recovery. Additionally, the effects of the pandemic could materially and adversely affect the Company's ability to consummate acquisitions and dispositions of hotel properties in the near term as well as cause scale backs or delays in planned renovations and other projects. The Company cannot predict with certainty the full extent and duration of the effects of the COVID-19 pandemic on its business, operating margins, results of operations, cash flows, financial condition, the market price of its common stock, its ability to make distributions to its shareholders, its access to equity and credit markets or its ability to service its indebtedness. Further, we continue to monitor and evaluate the challenges associated with the evolving workforce landscape, particularly related to achieving the appropriate balance between hotel staffing levels and demand as well as ongoing supply chain issues which may impact the hotels' ability to source operating supplies and other materials. |
Consolidation | Consolidation The Company evaluates its investments in partially owned entities to determine whether such entities may be a variable interest entity ("VIE") or voting interest entity. If the entity is a VIE, the determination of whether the Company is the primary beneficiary must be made. The primary beneficiary determination is based on a qualitative assessment as to whether the entity has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company will consolidate a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or the entity is not a VIE and over which the Company does not have effective control but can exercise influence over the entity with respect to its operations and major decisions. The Operating Partnership is a VIE. The Company's significant asset is its investment in the Operating Partnership, as described in Note 1, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of the Operating Partnership. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased, and similar accounts with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at various financial institutions. The combined account balances at one or more institutions generally exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant as the Company does not anticipate non-performance by the financial institutions. |
Restricted Cash and Escrows | Restricted Cash and Escrows Restricted cash primarily relates to furniture, fixtures and equipment replacement reserves as required per the terms of the Company's management and franchise agreements, cash held in restricted escrows for real estate taxes and insurance, capital spending reserves and, at times, disposition-related holdback escrows. As a result of the material adverse impact on the results of operations attributed to the COVID-19 pandemic, the Company's third-party managers temporarily suspended required contributions to the furniture, fixture and equipment replacement reserves. In addition, in certain cases, the Company has the ability to utilize a portion of these cash balances for hotel operating expenses. The usage of such replacement reserves may be subject to lender approval for hotels encumbered by mortgage loans and is generally required to be replenished. |
Long-lived Assets and Intangibles - Impairment | Long-lived assets and intangibles The Company assesses the carrying values of the respective long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. If it is determined that the carrying value is not recoverable because the undiscounted cash flows do not exceed carrying value, the Company records an impairment charge to the extent that the carrying value exceeds fair value. Impairment estimates The use of projected future cash flows, both undiscounted and discounted, and estimated hold periods are based on assumptions that are consistent with the estimates of future expectations and the strategic plan the Company uses to manage its underlying business. These assumptions and estimates about future cash flows, including the uncertainty regarding the extent and duration of the effects of the COVID-19 pandemic on our operations, along with the capitalization and discount rates used to determine these estimates are complex and subjective. The determination of fair value and possible subsequent impairment of long-lived investment properties and/or goodwill is a significant estimate that can and does change based on the Company's continuous process of analyzing each property and reviewing assumptions about uncertain inherent factors, as well as the economic condition of the property at a particular point in time. Changes in economic and operating conditions and the Company’s ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in future impairment charges of the real estate properties |
Goodwill | Goodwill The excess of the cost of an acquired entity (i.e. those that met the definition of an acquired business) over the net of the fair values assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. Goodwill was recognized and allocated to certain of the Company's properties at the time they were acquired. The Company tests goodwill for impairment annually or more frequently if events or changes in circumstances indicate impairment. |
Insurance Recoveries | Insurance Recoveries At times , the Company may be entitled to business interruption proceeds for losses occurring at certain properties; however, an insurance recovery receivable will not be recorded until a final settlement has been reached with the insurance company. Any insurance proceeds received in excess of insurance deductibles will be accounted for as gain. During the nine months ended September 30, 2021, the Company recognized $1.1 million in business interruption insurance proceed s for a portion of lost revenues associated with cancellations occurring in 2020 related to the COVID-19 pandemic. These amounts are included in gain on business interruption insurance on the condensed consolidated statement of operations and comprehensive loss for the period then ended. |
Derivatives and Hedging Activities | Derivatives and Hedging Activities In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company limits the risks associated with interest rate changes by following established risk management policies and procedures which may include the use of derivative instruments. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract and are recorded on the condensed consolidated balance sheet at fair value, with offsetting changes recorded to other comprehensive income or loss. The Company nets assets and liabilities when the right of offset exists. Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Any future defaults by the Company under the terms of its hedges, including those which may arise from cross default provisions with loan agreements, could result in the Company being immediately liable for the fair market value liability of the defaulted hedges. |
Revenues | Revenues Revenues consist of amounts derived from hotel operations, including the sale of rooms for lodging accommodations, food and beverage, and other ancillary revenue generated by hotel amenities including spa, parking, golf, resort fees and other services. Revenues are generated from various distribution channels including but not limited to direct bookings, global distribution systems and Internet travel sites. Room transaction prices are based on an individual hotel's location, room type and the bundle of services included in the reservation and are set by the hotel daily. Any discounts, including advance purchase, loyalty point redemptions or promotions are recognized at the discounted rate whereas rebates and incentives are recorded as a reduction in rooms revenues when earned. Revenues from online channels are generally recognized net of commission fees, unless the end price paid by the guest is known. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the guest. Cash received from a guest prior to check-in is recorded as an advance deposit and is generally recognized as rooms revenue at the time the room reservation has become non-cancellable, upon occupancy or upon expiration of the re-booking date. Advance deposits are included in other liabilities on the condensed consolidated balance sheets. Payment of any remaining balance is typically due from the guest upon check-out. Sales, use, occupancy, and similar taxes are collected and presented on a net basis (excluded from revenues). Food and beverage transaction prices are based on the stated price for the specific food or beverage and varies depending on type, venue and hotel location. Service charges are typically a percentage of food and beverage prices and meeting space rental. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the guest. Cash received in advance of an event is recorded as either a security or advance deposit. Security and advance deposits are recognized as revenue when it becomes non-cancellable or at the time the food and beverage goods and services are rendered to the guest. Payment for the remaining balance of food and beverage goods and services is due upon delivery and completion of such goods and services. Parking and audio visual fees are recognized at the time services are provided to the guest at the stated price for the service or goods. In parking and audio visual contracts in which we have control over the services provided, we are considered the principal in the agreement and recognize the related revenues gross of associated costs. If we do not have control over the services in the contract, we are considered the agent and record the related revenues net of associated costs. Resort and amenity fees, spa, golf and other ancillary amenity revenues are recognized at the point in time the goods or services have been rendered to the guest at the stated price for the service or amenity. |
Share-Based Compensation | Share-Based Compensation The Company maintains a share-based incentive plan that provides for the grant of stock options, stock awards, restricted stock units, LTIP units and other equity-based awards. Share-based compensation is measured at the estimated fair value of the award on the date of grant, adjusted for forfeitures as they occur, and recognized as an expense on a straight-line basis over the longest vesting period for each grant for the entire award. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's share price, expected dividend yield, expected term and assumptions of whether certain of these awards will achieve performance thresholds. Share-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss and capitalized in buildings and other improvements in the condensed consolidated balance sheets for certain employees that manage property developments, renovations and capital improvements. |
Deferred Financing Costs | Deferred Financing CostsFinancing costs related to the revolving credit facility and long-term debt are recorded at cost and are amortized as interest expense on a straight-line basis, which approximates the effective interest method, over the life of the related debt instrument unless there is a significant modification to the debt instrument. Financing costs related to the Senior Notes are amortized using the effective interest method. The balance of unamortized deferred financing costs related to the revolving credit facility is included in other assets and unamortized deferred financing costs related to all other debt are presented as a reduction in debt, net of loan premiums, discounts and unamortized deferred financing costs on the consolidated balance sheet. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board issued Accounting Standard Update 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. As of March 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In July 2021, the Company amended agreements on two mortgage loans replacing LIBOR with the Secured Overnight Financing Rate ("SOFR") effective September 1, 2021. In connection with these amendments, the Company elected not to reassess previous accounting determinations or |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Primary Geographical Markets | The following represents total revenues disaggregated by primary geographical markets (as defined by STR, Inc. ("STR")) for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended Primary Markets September 30, 2021 September 30, 2021 Orlando, FL $ 19,269 $ 52,231 Phoenix, AZ 12,901 45,327 San Diego, CA 23,073 42,947 Houston, TX 15,117 42,639 Denver, CO 11,762 26,902 Atlanta, GA 10,868 24,861 Dallas, TX 9,284 20,726 Florida Keys 5,202 18,339 Washington, DC-MD-VA 7,672 17,081 Savannah, GA 5,832 15,525 Other 51,804 106,032 Total $ 172,784 $ 412,610 Three Months Ended Nine Months Ended Primary Markets September 30, 2020 September 30, 2020 Orlando, FL $ 5,860 $ 36,724 Phoenix, AZ 5,918 33,013 Houston, TX 4,100 26,202 Atlanta, GA 3,990 18,558 Dallas, TX 1,436 17,231 San Francisco/San Mateo, CA 3,029 17,019 San Diego, CA 4,261 16,085 Denver, CO 3,890 13,839 Washington, DC-MD-VA 4,135 11,686 California North 4,661 11,643 Other 22,674 92,129 Total $ 63,954 $ 294,129 |
Investment Properties (Tables)
Investment Properties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Acquisition And Disposition [Abstract] | |
Schedule of Major Classes of Assets and Liabilities Associated with Assets Held for Sale | The following represents the major classes of assets and liabilities associated with assets held for sale as of September 30, 2021 (in thousands): September 30, 2021 Building and other improvements $ 23,867 Less accumulated depreciation (19,216) Net investment properties $ 4,651 Accounts and rents receivable, net of allowance for doubtful accounts 815 Other assets 2,229 Total assets held for sale $ 7,695 Accounts payable and accrued expenses 552 Other liabilities 2,277 Total liabilities associated with assets held for sale $ 2,829 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Debt as of September 30, 2021 and December 31, 2020 consisted of the following (dollar amounts in thousands): Balance Outstanding as of Rate Type Rate (1) Maturity Date September 30, 2021 December 31, 2020 Mortgage Loans Kimpton Hotel Palomar Philadelphia Fixed (2) 4.14 % 1/13/2023 $ — (3) $ 57,660 Renaissance Atlanta Waverly Hotel & Convention Center Fixed (4) 4.45 % 8/14/2024 100,000 100,000 Andaz Napa Fixed (5) 2.76 % 9/13/2024 56,000 56,000 The Ritz-Carlton, Pentagon City Fixed (6) 5.47 % 1/31/2025 65,000 65,000 Grand Bohemian Hotel Orlando, Autograph Collection Fixed 4.53 % 3/1/2026 57,066 57,857 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 112,576 115,762 Total Mortgage Loans 4.44 % (7) $ 390,642 $ 452,279 Corporate Credit Facilities Corporate Credit Facility Term Loan $150M Fixed (8) 3.77 % 8/21/2023 $ — (3) $ 150,000 Corporate Credit Facility Term Loan $125M Fixed (9) 3.92 % 9/13/2024 125,000 125,000 Revolving Credit Facility (10) Variable 2.93 % 2/28/2024 — (3) 163,093 Total Corporate Credit Facilities $ 125,000 $ 438,093 2020 Senior Notes $500M Fixed 6.38 % 8/15/2025 500,000 500,000 2021 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 — Loan premiums, discounts and unamortized deferred financing costs, net (11) (21,355) (15,892) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.18 % (7) $ 1,494,287 $ 1,374,480 (1) The rates shown represent the annual interest rates as of September 30, 2021. The variable index for one mortgage loan is one-month LIBOR and for two mortgage loans is daily SOFR. The variable index for the corporate credit facilities reflects a 25 basis point LIBOR floor which is applicable for the value of all corporate credit facilities not subject to an interest rate hedge. (2) The Company entered into an interest rate swap agreement to fix the interest rate of this variable rate mortgage loan for the entire term of the loan. This mortgage loan was repaid in May 2021. The interest rate swap associated with this loan was terminated in connection with the repayment. (3) In May 2021, the Company repaid the outstanding balance of the respective mortgage loan, the corporate credit facility term loan due to mature in August 2023 and the revolving credit facility with cash on hand and proceeds from the 2021 Senior Notes. (4) A variable interest loan for which the interest rate has been fixed through October 2022, after which the rate reverts to variable. (5) A variable interest loan for which the interest rate has been fixed on $25 million of the balance through October 2022, after which the rate reverts to variable. (6) A variable interest loan for which the interest rate has been fixed through January 2023. (7) Represents the weighted-average interest rate as of September 30, 2021. (8) A variable interest loan for which LIBOR was previously fixed for $125 million of the balance through October 2022. The spread to LIBOR varied, as it was determined by the Company's leverage ratio. (9) A variable interest loan for which LIBOR has been fixed through September 2022. The spread to LIBOR may vary, as it is determined by the Company's leverage ratio. The applicable interest rate has been set to the highest level of grid-based pricing during the covenant waiver period. (10) Commitments under the revolving credit facility total $523 million through February 2022, after which the total commitments will decrease to $450 million through maturity in February 2024. (11) Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization. |
Schedule of Principal Payments and Debt Maturities | The following table shows scheduled principal payments and debt maturities for the next five years and thereafter (in thousands): As of Weighted- 2021 $ 1,015 4.36% 2022 4,653 4.38% 2023 5,537 4.39% 2024 280,160 3.88% 2025 568,512 6.26% Thereafter 655,765 4.81% Total Debt $ 1,515,642 5.18% Revolving Credit Facility (matures in 2024) — 2.93% Loan premiums, discounts and unamortized deferred financing costs, net (21,355) — Debt, net of loan premiums, discounts and unamortized deferred financing costs $ 1,494,287 5.18% |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of the Terms of the Derivative Financial Instruments | The following table summarizes the terms of the derivative financial instruments held by the Company as of September 30, 2021 and December 31, 2020, respectively (in thousands): September 30, 2021 December 31, 2020 Hedged Debt Type Fixed Rate Index Effective Date Maturity Notional Amounts Estimated Fair Value Notional Amounts Estimated Fair Value Mortgage Debt Swap 1.83% 1-Month LIBOR 1/15/2016 10/22/2022 $ 50,000 $ (905) $ 50,000 $ (1,521) Mortgage Debt Swap 1.83% 1-Month LIBOR 1/15/2016 10/22/2022 25,000 (452) 25,000 (761) Mortgage Debt Swap 1.84% 1-Month LIBOR 1/15/2016 10/22/2022 25,000 (454) 25,000 (764) Mortgage Debt Swap 1.83% 1-Month LIBOR 1/15/2016 10/22/2022 25,000 (453) 25,000 (762) Mortgage Debt (1) Swap 1.54% 1-Month LIBOR 1/13/2016 1/13/2023 — — 57,000 (1,569) Mortgage Debt (1) Swap 1.80% 1-Month LIBOR 3/1/2017 1/3/2022 — — 51,000 (859) Mortgage Debt (1) Swap 1.80% 1-Month LIBOR 3/1/2017 1/3/2022 — — 45,000 (758) Mortgage Debt (1) Swap 1.81% 1-Month LIBOR 3/1/2017 1/3/2022 — — 45,000 (765) $125M Term Loan Swap 1.91% 1-Month LIBOR 10/13/2017 9/13/2022 40,000 (685) 40,000 (1,201) $125M Term Loan Swap 1.92% 1-Month LIBOR 10/13/2017 9/13/2022 40,000 (686) 40,000 (1,202) $125M Term Loan Swap 1.92% 1-Month LIBOR 10/13/2017 9/13/2022 25,000 (430) 25,000 (753) $125M Term Loan Swap 1.92% 1-Month LIBOR 10/13/2017 9/13/2022 20,000 (343) 20,000 (601) Mortgage Debt Swap 2.80% 1-Month LIBOR 6/1/2018 2/1/2023 24,000 (839) 24,000 (1,302) Mortgage Debt Swap 2.89% 1-Month LIBOR 1/17/2019 2/1/2023 41,000 (1,484) 41,000 (2,301) $ 315,000 $ (6,731) $ 513,000 $ (15,119) (1) In May 2021, the associated interest rate swaps were terminated in connection with the full repayment of one mortgage loan and the $150 million corporate credit facility term loan. |
Schedule of Gain (Loss) Recognized on Derivative Financial Instruments | The table below details the location in the condensed consolidated financial statements of the gains and losses recognized on derivative financial instruments designated as cash flow hedges for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Effect of derivative instruments: Location in Statements of Operations and Comprehensive Loss: (Loss) gain recognized in other comprehensive loss Unrealized (loss) gain on interest rate derivative instruments $ (163) $ 264 $ 2,389 $ (18,535) Gain reclassified from accumulated other comprehensive loss to net loss Reclassification adjustment for amounts recognized in net loss (interest expense) $ 1,598 $ 2,840 $ 5,999 $ 5,511 Total interest expense in which effects of cash flow hedges are recorded Interest expense $ 21,358 $ 17,006 $ 59,799 $ 43,601 Realized loss on termination of derivative instruments Other income (expense) $ — $ — $ (2,779) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring and Nonrecurring Basis | For assets and liabilities measured at fair value on a recurring basis and non-recurring basis, quantitative disclosure of their fair values are included in the condensed consolidated balance sheets as of as of September 30, 2021 and December 31, 2020 (in thousands): Fair Value Measurement Date September 30, 2021 December 31, 2020 Location on Condensed Consolidated Balance Sheets/Description of Instrument Observable Inputs Significant Unobservable Inputs Observable Inputs Significant Unobservable Inputs Recurring measurements Liabilities Interest rate swap liabilities (1) $ (6,731) $ — $ (15,119) $ — Nonrecurring measurements Net investment properties Marriott Charleston Town Center $ 4,650 $ — $ — $ — (1) Interest rate swap fair values are netted as applicable per the terms of the respective master netting agreements. |
Schedule of Goodwill Balances | The below table shows the goodwill balances as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Goodwill $ 34,352 $ 34,352 Cumulative goodwill impairment losses (29,502) (29,502) Carrying value of goodwill $ 4,850 $ 4,850 |
Schedule of Fair Value of Financial Instruments | The table below represents the fair value of financial instruments presented at carrying values in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Carrying Estimated Carrying Estimated Total Mortgage and Corporate Credit Facility Term Loans $ 515,642 $ 505,506 $ 727,279 $ 706,453 Senior Notes 1,000,000 1,060,594 500,000 539,901 Revolving Credit Facility — — 163,093 161,339 Total $ 1,515,642 $ 1,566,100 $ 1,390,372 $ 1,407,693 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Dividends Declared | The Company declared the following dividend during the nine months ended September 30, 2020: Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.275 March 31, 2020 March 31, 2020 April 15, 2020 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles net loss attributable to common stockholders to basic and diluted earnings per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (22,193) $ (52,344) $ (120,582) $ (187,608) Dividends paid on unvested share-based compensation — — — (150) Net loss available to common stockholders $ (22,193) $ (52,344) $ (120,582) $ (187,758) Denominator: Weighted-average shares outstanding - Basic 113,809,212 113,730,716 113,798,761 113,407,217 Effect of dilutive share-based compensation (1) — — — — Weighted-average shares outstanding - Diluted 113,809,212 113,730,716 113,798,761 113,407,217 Basic and diluted loss per share: Net loss per share available to common stockholders - basic and diluted $ (0.20) $ (0.46) $ (1.06) $ (1.66) (1) During the three and nine months ended September 30, 2021, the Company excluded 580,479 and 563,820 anti-dilutive shares from its calculation of diluted earnings per share, respectively. During the three and nine months ended September 30, 2020, the Company excluded 263,383 and 260,270 anti-dilutive shares from its calculation of diluted earnings per share, respectively. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units | The Compensation Committee of the Board of Directors approved the following grants of restricted stock units to certain Company employees: Grant Date Grant Description Time-Based Grants Performance-Based Grants Weighted-Average Grant Date Fair Value March 2021 2021 Restricted Stock Units 64,542 37,067 $ 16.66 |
Schedule of Incentive Plan Awards | The Compensation Committee of the Board of Directors approved the issuance of the following awards under the 2015 Incentive Award Plan: Grant Date Grant Description Time-Based LTIP Units Performance-Based Class A LTIP Units Weighted-Average Grant Date Fair Value March 2021 2021 LTIP Units 88,076 708,991 $ 11.87 |
Schedule of Unvested Incentive Awards | The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of September 30, 2021: 2015 Incentive Award Plan Restricted Stock Units 2015 Incentive Award Plan LTIP Units (1) Total Unvested as of December 31, 2020 387,739 1,494,458 1,882,197 Granted 106,747 833,915 940,662 Vested (2) (72,692) (122,925) (195,617) Forfeited (4,291) — (4,291) Unvested as of September 30, 2021 417,503 2,205,448 2,622,951 Weighted-average fair value of unvested shares/units $ 14.49 $ 11.00 $ 11.56 (1) Includes time-based LTIP Units and performance-based Class A LTIP Units. |
Schedule of Assumptions for Performance Awards | The grant date fair values of performance-based awards are determined based on a Monte Carlo simulation method with the following assumptions and compensation expense is recognized on a straight-line basis over the performance period: Performance Award Grant Date Percentage of Total Award Grant Date Fair Value by Volatility Interest Rate Dividend Yield March 1, 2021 Absolute TSR Restricted Stock Units 25% $12.63 59.84% 0.01% - 0.31% —% Relative TSR Restricted Stock Units 75% $13.06 59.84% 0.01% - 0.31% —% Absolute TSR Class A LTIP Units 25% $12.57 59.84% 0.01% - 0.31% —% Relative TSR Class A LTIP Units 75% $12.69 59.84% 0.01% - 0.31% —% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Leases | The following is a summary of the Company's leases as of and for the nine months ended September 30, 2021 (dollar amounts in thousands): September 30, 2021 Weighted-average remaining lease term, including reasonably certain extension options (1) 23 years Weighted-average discount rate 5.79% ROU asset (2) $ 21,954 Lease liability (3) $ 23,286 Operating lease rent expense $ 1,659 Variable lease costs 2,198 Total rent and variable lease costs $ 3,857 (1) The weighted-average remaining lease term including all available extension options is approximately 59 years. (2) The ROU asset is included in other assets (3) The lease liability is included in other liabilities |
Schedule of Remaining Lease Payments | The following table shows the remaining lease payments, which includes reasonably certain extension options, for the next five years and thereafter reconciled to the lease liability as of September 30, 2021 (in thousands): Year Ending 2021 (excluding the nine months ended September 30, 2021) $ 565 2022 2,273 2023 2,287 2024 2,302 2025 2,317 Thereafter 34,926 Total undiscounted lease payments $ 44,670 Less imputed interest (21,384) Lease liability (1) $ 23,286 |
Organization (Details)
Organization (Details) | Sep. 30, 2021marketproperty | Sep. 30, 2020property |
Organization [Line Items] | ||
Number of top lodging markets for investing activity | market | 25 | |
Number of hotels operated | property | 35 | 39 |
XHR LP (Operating Partnership) | ||
Organization [Line Items] | ||
Ownership by Company (percent) | 97.70% | |
Ownership by noncontrolling owners (percent) | 2.30% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Risks and Uncertainties (Details) - Revenue - Geographic concentration risk - Minimum | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Orlando, FL | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10.00% | 10.00% |
Phoenix, AZ | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10.00% | 10.00% |
Houston, TX | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10.00% | |
San Diego, CA | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Jul. 31, 2021loan | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |||||||||
Goodwill | $ 4,850,000 | $ 4,850,000 | $ 4,850,000 | ||||||
Goodwill impairment charge | 0 | 0 | $ 20,100,000 | ||||||
Deferred financing costs related to revolving credit facility | 7,800,000 | 7,800,000 | 7,200,000 | ||||||
Accumulated amortization of deferred financing costs related to revolving credit facility | 5,000,000 | 5,000,000 | 3,200,000 | ||||||
Deferred financing costs related to long-term debt | 27,600,000 | 27,600,000 | 21,000,000 | ||||||
Accumulated amortization of deferred financing costs related to long-term debt | 6,200,000 | $ 6,200,000 | $ 5,100,000 | ||||||
Number of mortgage loan agreements amended | loan | 2 | ||||||||
Marriott Charleston Town Center | |||||||||
Disposition of Properties | |||||||||
Impairment on write-down of property | $ 300,000 | $ 12,300,000 | $ 12,300,000 | ||||||
Gross sales price per agreement | $ 5,000,000 | ||||||||
Renaissance Austin Hotel | |||||||||
Disposition of Properties | |||||||||
Impairment on write-down of property | $ 8,900,000 | 8,900,000 | |||||||
Gross sales price per agreement | $ 70,000,000 | $ 70,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Involuntary Conversion and Insurance Recoveries (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Business Interruption Loss [Line Items] | ||||
Gain on business interruption insurance | $ 0 | $ 0 | $ 1,116,000 | $ 0 |
COVID-19 pandemic | ||||
Business Interruption Loss [Line Items] | ||||
Gain on business interruption insurance | 1,100,000 | |||
Hurricane | ||||
Business Interruption Loss [Line Items] | ||||
Number of properties impacted | property | 1 | |||
Loss for write off of property damaged, net of insurance recoveries | $ 500,000 | 500,000 | ||
Expense for hurricane-related repairs and cleanup | 1,000,000 | 1,000,000 | ||
Insurance deductible | 4,400,000 | |||
Business interruption insurance recovery receivables | $ 0 | $ 0 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 172,784 | $ 63,954 | $ 412,610 | $ 294,129 |
Orlando, FL | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 19,269 | 5,860 | 52,231 | 36,724 |
Phoenix, AZ | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,901 | 5,918 | 45,327 | 33,013 |
San Diego, CA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 23,073 | 4,261 | 42,947 | 16,085 |
Houston, TX | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 15,117 | 4,100 | 42,639 | 26,202 |
Denver, CO | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,762 | 3,890 | 26,902 | 13,839 |
Atlanta, GA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,868 | 3,990 | 24,861 | 18,558 |
Dallas, TX | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,284 | 1,436 | 20,726 | 17,231 |
Florida Keys | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,202 | 18,339 | ||
Washington, DC-MD-VA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,672 | 4,135 | 17,081 | 11,686 |
Savannah, GA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,832 | 15,525 | ||
San Francisco/San Mateo, CA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,029 | 17,019 | ||
California North | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,661 | 11,643 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 51,804 | $ 22,674 | $ 106,032 | $ 92,129 |
Investment Properties - Narrati
Investment Properties - Narrative (Details) - Marriott Charleston Town Center $ in Millions | Aug. 31, 2021USD ($) |
Disposition of Properties | |
Gross sales price per agreement | $ 5 |
Held for Sale | |
Disposition of Properties | |
Gross sales price per agreement | $ 5 |
Investment Properties - Major C
Investment Properties - Major Classes of Assets and Liabilities Associated with Assets Held For Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Disposition of Properties | ||
Total assets held for sale | $ 7,695 | $ 0 |
Total liabilities associated with assets held for sale | 2,829 | $ 0 |
Marriott Charleston Town Center | Held for Sale | ||
Disposition of Properties | ||
Building and other improvements | 23,867 | |
Less accumulated depreciation | (19,216) | |
Net investment properties | 4,651 | |
Accounts and rents receivable, net of allowance for doubtful accounts | 815 | |
Other assets | 2,229 | |
Total assets held for sale | 7,695 | |
Accounts payable and accrued expenses | 552 | |
Other liabilities | 2,277 | |
Total liabilities associated with assets held for sale | $ 2,829 |
Debt - Debt Instruments (Detail
Debt - Debt Instruments (Details) | 1 Months Ended | 9 Months Ended | ||
May 31, 2021USD ($)loan | Sep. 30, 2021USD ($)debt_instrument | Mar. 01, 2022USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 1,515,642,000 | |||
Balance outstanding | 0 | |||
Loan premiums, discounts and unamortized deferred financing costs, net | (21,355,000) | $ (15,892,000) | ||
Debt, net of loan discounts and unamortized deferred financing costs | $ 1,494,287,000 | $ 1,374,480,000 | ||
Weighted average interest rate (percent) | 5.18% | 4.78% | ||
Corporate Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 125,000,000 | $ 438,093,000 | ||
Basis point LIBOR floor (percent) | 0.25% | |||
Mortgage loans | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 390,642,000 | 452,279,000 | ||
Weighted average interest rate (percent) | 4.44% | |||
Mortgage loans | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Number of loans | debt_instrument | 1 | |||
Mortgage loans | SOFR | ||||
Debt Instrument [Line Items] | ||||
Number of loans | debt_instrument | 2 | |||
Mortgage loans | Kimpton Hotel Palomar Philadelphia | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 0 | 57,660,000 | ||
Weighted average interest rate (percent) | 4.14% | |||
Mortgage loans | Renaissance Atlanta Waverly Hotel & Convention Center | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 100,000,000 | 100,000,000 | ||
Weighted average interest rate (percent) | 4.45% | |||
Mortgage loans | Andaz Napa | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 56,000,000 | 56,000,000 | ||
Weighted average interest rate (percent) | 2.76% | |||
Component of variable rate loan with fixed rate | $ 25,000,000 | |||
Mortgage loans | The Ritz-Carlton, Pentagon City | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 65,000,000 | 65,000,000 | ||
Weighted average interest rate (percent) | 5.47% | |||
Mortgage loans | Grand Bohemian Hotel Orlando, Autograph Collection | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 57,066,000 | 57,857,000 | ||
Weighted average interest rate (percent) | 4.53% | |||
Mortgage loans | Marriott San Francisco Airport Waterfront | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 112,576,000 | 115,762,000 | ||
Weighted average interest rate (percent) | 4.63% | |||
Term loans | Corporate Credit Facility Term Loan $150M | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 0 | 150,000,000 | ||
Aggregate principal | $ 150,000,000 | |||
Weighted average interest rate (percent) | 3.77% | |||
Component of variable rate loan with fixed rate | $ 125,000,000 | |||
Term loans | Corporate Credit Facility Term Loan $125M | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | 125,000,000 | 125,000,000 | ||
Aggregate principal | $ 125,000,000 | |||
Weighted average interest rate (percent) | 3.92% | |||
Number of loans | loan | 1 | |||
Credit facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 0 | 163,093,000 | ||
Weighted average interest rate (percent) | 2.93% | |||
Borrowing capacity commitment | $ 523,000,000 | |||
Credit facility | Revolving Credit Facility | Forecast | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity commitment | $ 450,000,000 | |||
Secured debt | 2020 Senior Notes $500M | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | 500,000,000 | 500,000,000 | ||
Aggregate principal | $ 500,000,000 | 500,000,000 | ||
Weighted average interest rate (percent) | 6.38% | |||
Secured debt | 2021 Senior Notes $500M | ||||
Debt Instrument [Line Items] | ||||
Balance outstanding | $ 500,000,000 | $ 0 | ||
Aggregate principal | $ 500,000,000 | $ 500,000,000 | ||
Weighted average interest rate (percent) | 4.88% |
Debt - Mortgage Loans Narrative
Debt - Mortgage Loans Narrative (Details) - Mortgage loans | Jun. 30, 2021loanproperty | Sep. 30, 2021USD ($)loan |
Debt Instrument [Line Items] | ||
Mortgage loans not in compliance with covenants that do not lead to default | 2 | |
Mortgage loans not in compliance with covenants that can lead to default | 3 | |
Number of quarters after waiver for adjusted covenant calculations | property | 5 | |
Recourse | ||
Debt Instrument [Line Items] | ||
Aggregate principal | $ | $ 0 |
Debt - Corporate Credit Facilit
Debt - Corporate Credit Facilities Narrative (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 14 Months Ended | |||
May 31, 2021loan | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Apr. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2022USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||||
Balance outstanding | $ 0 | $ 0 | ||||||
Corporate Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum liquidity covenant | $ 100,000,000 | |||||||
Corporate Credit Facilities | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum liquidity covenant | $ 150,000,000 | |||||||
Term loans | Corporate Credit Facility Term Loan $125M | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of loans | loan | 1 | |||||||
Credit facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Balance outstanding | 0 | 0 | $ 163,093,000 | |||||
Credit facility unused borrowing capacity fee | $ 400,000 | $ 48,000 | 1,000,000 | $ 300,000 | ||||
Interest expense | $ 2,600,000 | $ 1,900,000 | $ 7,000,000 |
Debt - Senior Notes Narrative (
Debt - Senior Notes Narrative (Details) - Secured debt - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
2020 Senior Notes $500M | |||
Debt Instrument [Line Items] | |||
Aggregate principal | $ 500,000,000 | $ 500,000,000 | |
Stated interest rate (percent) | 6.375% | ||
Debt covenant, total unencumbered assets to total unsecured indebtedness on a consolidated basis | 150.00% | ||
2021 Senior Notes $500M | |||
Debt Instrument [Line Items] | |||
Aggregate principal | $ 500,000,000 | $ 500,000,000 | |
Stated interest rate (percent) | 4.875% | ||
Issuance price as a percentage of face value | 100.00% | ||
Debt covenant, total unencumbered assets to total unsecured indebtedness on a consolidated basis | 150.00% | ||
2021 Senior Notes $500M | Prior to June 01 2024 | |||
Debt Instrument [Line Items] | |||
Redemption price (percent) | 100.00% | ||
Percentage of principal that can be redeemed with net cash proceeds from certain equity offerings | 40.00% | ||
Redemption price if use of net cash proceeds from certain equity offerings (percent) | 104.875% | ||
Percentage of principal that must remain outstanding after redemption with net cash proceeds from certain equity offerings | 60.00% | ||
2021 Senior Notes $500M | Between June 01 2024 and May 31 2025 | |||
Debt Instrument [Line Items] | |||
Redemption price (percent) | 102.438% | ||
2021 Senior Notes $500M | Between June 01 2025 and May 31 2026 | |||
Debt Instrument [Line Items] | |||
Redemption price (percent) | 101.219% | ||
2021 Senior Notes $500M | After June 01 2026 | |||
Debt Instrument [Line Items] | |||
Redemption price (percent) | 100.00% | ||
2021 Senior Notes $500M | Initial 120 Days | |||
Debt Instrument [Line Items] | |||
Period after issuance for redemption with proceeds from pandemic-related government support | 120 days | ||
Percentage of principal that can be redeemed with proceeds from pandemic-related government support | 35.00% | ||
Redemption price if use of proceeds from pandemic-related government support (percent) | 102.4375% | ||
Percentage of principal that must remain outstanding after redemption with proceeds from pandemic-related government support | 65.00% |
Debt - Debt Outstanding Narrati
Debt - Debt Outstanding Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 31, 2021loan | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)loan | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 1,516 | $ 1,516 | $ 1,390 | |
Weighted average interest rate (percent) | 5.18% | 5.18% | 4.78% | |
Number of mortgage loans repaid | loan | 1 | 1 | ||
Write off of unamortized deferred financing cost | $ 1.4 | |||
Loan amendments | ||||
Debt Instrument [Line Items] | ||||
Capitalized deferred financing costs | $ 0.1 | $ 10.2 |
Debt - Scheduled Principal Paym
Debt - Scheduled Principal Payments and Debt Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Principal payments and debt maturities | ||
2021 | $ 1,015 | |
2022 | 4,653 | |
2023 | 5,537 | |
2024 | 280,160 | |
2025 | 568,512 | |
Thereafter | 655,765 | |
Total Debt | 1,515,642 | |
Revolving Credit Facility | 0 | |
Loan premiums, discounts and unamortized deferred financing costs, net | (21,355) | $ (15,892) |
Debt, net of loan discounts and unamortized deferred financing costs | $ 1,494,287 | $ 1,374,480 |
Weighted- average interest rate | ||
2021 (percent) | 4.36% | |
2022 (percent) | 4.38% | |
2023 (percent) | 4.39% | |
2024 (percent) | 3.88% | |
2025 (percent) | 6.26% | |
Thereafter (percent) | 4.81% | |
Total Debt (percent) | 5.18% | |
Revolving Credit Facility (percent) | 2.93% | |
Debt, net of loan discounts and unamortized deferred financing costs (percent) | 5.18% | 4.78% |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)derivative_instrument | Sep. 30, 2020USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Number of interest rate swaps terminated | derivative_instrument | 4 | |||
Realized swap termination costs | $ 0 | $ 0 | $ (2,779) | $ 0 |
Expected reclassification from accumulated OCI to interest expense in next twelve months | $ 6,100 | $ 6,100 | ||
Estimate of time for reclassification | 12 months |
Derivatives - Derivative Financ
Derivatives - Derivative Financial Instruments (Details) | 1 Months Ended | 9 Months Ended | ||
May 31, 2021USD ($)loan | Sep. 30, 2021USD ($)loan | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Derivative [Line Items] | ||||
Number of mortgage loans repaid | loan | 1 | 1 | ||
Repayment of corporate credit facility term loan | $ 150,000,000 | $ 150,000,000 | $ 87,600,000 | |
Cash flow hedge | Interest rate swap | ||||
Derivative [Line Items] | ||||
Notional amounts | 315,000,000 | $ 513,000,000 | ||
Estimated fair value | $ (6,731,000) | (15,119,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt one | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.83% | |||
Notional amounts | $ 50,000,000 | 50,000,000 | ||
Estimated fair value | $ (905,000) | (1,521,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt two | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.83% | |||
Notional amounts | $ 25,000,000 | 25,000,000 | ||
Estimated fair value | $ (452,000) | (761,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt three | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.84% | |||
Notional amounts | $ 25,000,000 | 25,000,000 | ||
Estimated fair value | $ (454,000) | (764,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt four | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.83% | |||
Notional amounts | $ 25,000,000 | 25,000,000 | ||
Estimated fair value | $ (453,000) | (762,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt seven | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.54% | |||
Notional amounts | $ 0 | 57,000,000 | ||
Estimated fair value | $ 0 | (1,569,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt eight | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.80% | |||
Notional amounts | $ 0 | 51,000,000 | ||
Estimated fair value | $ 0 | (859,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt nine | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.80% | |||
Notional amounts | $ 0 | 45,000,000 | ||
Estimated fair value | $ 0 | (758,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt ten | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 1.81% | |||
Notional amounts | $ 0 | 45,000,000 | ||
Estimated fair value | 0 | (765,000) | ||
Cash flow hedge | Interest rate swap | 125M Term Loan one | ||||
Derivative [Line Items] | ||||
Hedged debt | $ 125,000,000 | |||
Fixed rate (percent) | 1.91% | |||
Notional amounts | $ 40,000,000 | 40,000,000 | ||
Estimated fair value | (685,000) | (1,201,000) | ||
Cash flow hedge | Interest rate swap | 125M Term Loan two | ||||
Derivative [Line Items] | ||||
Hedged debt | $ 125,000,000 | |||
Fixed rate (percent) | 1.92% | |||
Notional amounts | $ 40,000,000 | 40,000,000 | ||
Estimated fair value | (686,000) | (1,202,000) | ||
Cash flow hedge | Interest rate swap | 125M Term Loan three | ||||
Derivative [Line Items] | ||||
Hedged debt | $ 125,000,000 | |||
Fixed rate (percent) | 1.92% | |||
Notional amounts | $ 25,000,000 | 25,000,000 | ||
Estimated fair value | (430,000) | (753,000) | ||
Cash flow hedge | Interest rate swap | 125M Term Loan four | ||||
Derivative [Line Items] | ||||
Hedged debt | $ 125,000,000 | |||
Fixed rate (percent) | 1.92% | |||
Notional amounts | $ 20,000,000 | 20,000,000 | ||
Estimated fair value | $ (343,000) | (601,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt five | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 2.80% | |||
Notional amounts | $ 24,000,000 | 24,000,000 | ||
Estimated fair value | $ (839,000) | (1,302,000) | ||
Cash flow hedge | Interest rate swap | Mortgage Debt six | ||||
Derivative [Line Items] | ||||
Fixed rate (percent) | 2.89% | |||
Notional amounts | $ 41,000,000 | 41,000,000 | ||
Estimated fair value | $ (1,484,000) | $ (2,301,000) |
Derivatives - Recognized Gain (
Derivatives - Recognized Gain (Loss) on Cash Flow Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Unrealized (loss) gain on interest rate derivative instruments | $ (163) | $ 264 | $ 2,389 | $ (18,535) |
Reclassification adjustment for amounts recognized in net loss | 1,598 | 2,840 | 5,999 | 5,511 |
Interest expense | 21,358 | 17,006 | 59,799 | 43,601 |
Realized loss on termination of derivative instruments | $ 0 | $ 0 | $ (2,779) | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)property | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2021USD ($) | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||
Number of hotels in goodwill analysis | property | 3 | |||||||||
Goodwill impairment charge | $ 0 | $ 0 | $ 20,100,000 | |||||||
Marriott Charleston Town Center | ||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||
Impairment on write-down of property | $ 300,000 | $ 12,300,000 | $ 12,300,000 | |||||||
Gross sales price per agreement | $ 5,000,000 | |||||||||
Renaissance Austin Hotel | ||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||
Impairment on write-down of property | $ 8,900,000 | 8,900,000 | ||||||||
Gross sales price per agreement | $ 70,000,000 | $ 70,000,000 | ||||||||
Level 2 | Measurement Input, Discount Rate | ||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||
Weighted average effective interest rate (percent) | 0.0511 | 0.0511 | 0.0480 | |||||||
Andaz Savannah | ||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||
Goodwill impairment charge | $ 6,100,000 | |||||||||
Bohemian Hotel Savannah Riverfront, Autograph Collection | ||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||
Goodwill impairment charge | $ 3,700,000 | $ 10,300,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Recurring | Level 2 | Interest rate swap | ||
Liabilities | ||
Interest rate swap liabilities | $ (6,731) | $ (15,119) |
Recurring | Level 3 | Interest rate swap | ||
Liabilities | ||
Interest rate swap liabilities | 0 | 0 |
Nonrecurring | Level 2 | ||
Net investment properties | ||
Marriott Charleston Town Center | 4,650 | 0 |
Nonrecurring | Level 3 | ||
Net investment properties | ||
Marriott Charleston Town Center | $ 0 | $ 0 |
Fair Value Measurements - Goodw
Fair Value Measurements - Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill Balance | ||
Goodwill | $ 34,352 | $ 34,352 |
Cumulative goodwill impairment losses | (29,502) | (29,502) |
Carrying value of goodwill | $ 4,850 | $ 4,850 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Presented at Carrying Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total Mortgage and Corporate Credit Facility Term Loans | $ 515,642 | $ 727,279 |
Senior Notes | 1,000,000 | 500,000 |
Revolving Credit Facility | 0 | 163,093 |
Total | 1,515,642 | 1,390,372 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total Mortgage and Corporate Credit Facility Term Loans | 505,506 | 706,453 |
Senior Notes | 1,060,594 | 539,901 |
Revolving Credit Facility | 0 | 161,339 |
Total | $ 1,566,100 | $ 1,407,693 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Estimated federal and state combined effective rate (percent) | 3.00% | 19.37% | 3.00% | 19.37% |
Income tax (expense) benefit | $ (43) | $ 6,448 | $ (377) | $ 16,849 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Stock [Line Items] | ||||
Aggregate offering price of common stock authorized under ATM agreement | $ 200,000,000 | |||
Number of shares issued (in shares) | 0 | 0 | 0 | 0 |
Shares repurchased (in shares) | 0 | 165,516 | ||
Shares repurchased, weighted average price (in dollars per share) | $ 13.68 | |||
Aggregate purchase price | $ 0 | $ 2,264,000 | ||
Repurchase Program | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program authorized amount | $ 175,000,000 | 175,000,000 | ||
Remaining share repurchase authorization | $ 94,700,000 | $ 94,700,000 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distributions (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Dividends per Share/Unit (in dollars per share) | $ 0.275 | $ 0.275 |
Record Date | Mar. 31, 2020 | |
Payable Date | Apr. 15, 2020 |
Stockholders' Equity - Non-cont
Stockholders' Equity - Non-controlling Interest of Common Units in Operating Partnership (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Stock [Line Items] | ||
Common limited partnership units redeemed for cash (in shares) | 215,344 | 457,017 |
Cash paid for redemption of common limited partnership units | $ 4,088 | $ 8,623 |
XHR LP (Operating Partnership) | ||
Class of Stock [Line Items] | ||
Ownership by noncontrolling owners (percent) | 2.30% | |
Number of vested units (in shares) | 507,761 | |
LTIP Units | ||
Class of Stock [Line Items] | ||
LTIP Units converted into common limited partnership units (in shares) | 615,266 | 1,579,549 |
Number of units outstanding, vested and nonvested (in shares) | 2,713,209 | |
Common stock | ||
Class of Stock [Line Items] | ||
Shares issued for conversion of common limited partnership units | 399,922 | 1,122,532 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (22,193) | $ (52,344) | $ (120,582) | $ (187,608) |
Dividends paid on unvested share-based compensation | 0 | 0 | 0 | (150) |
Net loss available to common stockholders, basic | (22,193) | (52,344) | (120,582) | (187,758) |
Net loss available to common stockholders, diluted | $ (22,193) | $ (52,344) | $ (120,582) | $ (187,758) |
Denominator: | ||||
Weighted average shares outstanding - Basic (in shares) | 113,809,212 | 113,730,716 | 113,798,761 | 113,407,217 |
Effect of dilutive share-based compensation (in shares) | 0 | 0 | 0 | 0 |
Weighted average shares outstanding - Diluted (in shares) | 113,809,212 | 113,730,716 | 113,798,761 | 113,407,217 |
Basic and diluted loss per share: | ||||
Net loss per share available to common stockholders - basic (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.06) | $ (1.66) |
Net loss per share available to common stockholders - diluted (in dollars per share) | $ (0.20) | $ (0.46) | $ (1.06) | $ (1.66) |
Anti-dilutive shares excluded from calculation of diluted earnings per share | 580,479 | 263,383 | 563,820 | 260,270 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Unit Grants (Details) | Mar. 01, 2021 | May 31, 2021director$ / sharesshares | Mar. 31, 2021$ / sharesshares | Sep. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 940,662 | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 106,747 | |||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 16.66 | |||
Time-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 64,542 | |||
Time-based restricted stock units | Vesting tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percent) | 33.00% | |||
Time-based restricted stock units | Vesting tranche two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percent) | 33.00% | |||
Time-based restricted stock units | Vesting tranche three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percent) | 34.00% | |||
Performance-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 37,067 | |||
Absolute TSR Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Component of total award (percent) | 25.00% | 25.00% | ||
Award vesting period (in years) | 3 years | |||
Relative TSR Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Component of total award (percent) | 75.00% | 75.00% | ||
Award vesting period (in years) | 3 years | |||
Fully vested stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 5,138 | |||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 19.09 | |||
Fully vested stock | Non-employee directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of non-employee directors | director | 1 |
Share-Based Compensation - LTIP
Share-Based Compensation - LTIP Unit Grants (Details) | Mar. 01, 2021 | May 31, 2021director$ / sharesshares | Mar. 31, 2021$ / sharesshares | Sep. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 940,662 | |||
Time-Based LTIP Units and Performance-Based Class A LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 833,915 | |||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 11.87 | |||
Time-Based LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 88,076 | |||
Time-Based LTIP Units | Vesting tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percent) | 33.00% | |||
Time-Based LTIP Units | Vesting tranche two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percent) | 33.00% | |||
Time-Based LTIP Units | Vesting tranche three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights (percent) | 34.00% | |||
Performance-Based Class A LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 708,991 | |||
Quarterly per-unit distribution on non-vested awards as percentage of distribution on common units in the Operating Partnership | 10.00% | |||
Absolute TSR Class A LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Component of total award (percent) | 25.00% | 25.00% | ||
Award vesting period (in years) | 3 years | |||
Relative TSR Class A LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Component of total award (percent) | 75.00% | 75.00% | ||
Award vesting period (in years) | 3 years | |||
Fully Vested LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 36,848 | |||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 19 | |||
Fully Vested LTIP Units | Non-employee directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of non-employee directors | director | 7 |
Share-Based Compensation - Unve
Share-Based Compensation - Unvested Incentive Awards (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Unvested incentive awards | ||
Unvested as of beginning of period (in shares) | 1,882,197 | |
Granted (in shares) | 940,662 | |
Vested (in shares) | (195,617) | |
Forfeited (in shares) | (4,291) | |
Unvested as of end of period (in shares) | 2,622,951 | |
Weighted average fair value of unvested shares/units (in dollars per share) | $ 11.56 | |
Common stock | ||
Unvested incentive awards | ||
Shares withheld upon settlement of awards to satisfy minimum tax withholding requirements (in shares) | 18,993 | 38,610 |
Restricted Stock Units | ||
Unvested incentive awards | ||
Unvested as of beginning of period (in shares) | 387,739 | |
Granted (in shares) | 106,747 | |
Vested (in shares) | (72,692) | |
Forfeited (in shares) | (4,291) | |
Unvested as of end of period (in shares) | 417,503 | |
Weighted average fair value of unvested shares/units (in dollars per share) | $ 14.49 | |
LTIP Units | ||
Unvested incentive awards | ||
Unvested as of beginning of period (in shares) | 1,494,458 | |
Granted (in shares) | 833,915 | |
Vested (in shares) | (122,925) | |
Forfeited (in shares) | 0 | |
Unvested as of end of period (in shares) | 2,205,448 | |
Weighted average fair value of unvested shares/units (in dollars per share) | $ 11 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used in Fair Value of Performance Awards (Details) - $ / shares | Mar. 01, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant Date Fair Value by Component (in dollars per share) | $ 11.56 | ||
Interest Rate, maximum | 0.31% | ||
Absolute TSR Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Total Award | 25.00% | 25.00% | |
Grant Date Fair Value by Component (in dollars per share) | $ 12.63 | ||
Volatility | 59.84% | ||
Interest Rate, minimum | 0.01% | ||
Interest Rate, maximum | 0.31% | ||
Dividend Yield | 0.00% | ||
Relative TSR Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Total Award | 75.00% | 75.00% | |
Grant Date Fair Value by Component (in dollars per share) | $ 13.06 | ||
Volatility | 59.84% | ||
Interest Rate, minimum | 0.01% | ||
Interest Rate, maximum | 0.31% | ||
Dividend Yield | 0.00% | ||
Absolute TSR Class A LTIP Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Total Award | 25.00% | 25.00% | |
Grant Date Fair Value by Component (in dollars per share) | $ 12.57 | ||
Volatility | 59.84% | ||
Interest Rate, minimum | 0.01% | ||
Interest Rate, maximum | 0.31% | ||
Dividend Yield | 0.00% | ||
Relative TSR Class A LTIP Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Total Award | 75.00% | 75.00% | |
Grant Date Fair Value by Component (in dollars per share) | $ 12.69 | ||
Volatility | 59.84% | ||
Interest Rate, minimum | 0.01% | ||
Dividend Yield | 0.00% |
Share-Based Compensation - Shar
Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation costs | $ 14.3 | $ 14.3 | ||
Unrecognized compensation costs period for recognition | 1 year 9 months 21 days | |||
Accelerated share-based compensation | $ 1.9 | |||
Executive officers and management | Restricted Stock Units and LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2.9 | $ 2.3 | $ 8 | 7.9 |
Management | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation capitalized amount | $ 0.1 | $ 0.2 | 0.5 | 0.8 |
Non-employee directors | Restricted Stock Units and LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0.8 | $ 0.7 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other Commitments [Line Items] | |||||
Restricted cash and escrows | $ 34,500 | $ 46,297 | $ 34,500 | $ 46,297 | $ 38,963 |
Hotel furniture, fixtures, and equipment reserves | |||||
Other Commitments [Line Items] | |||||
Amount of reserves used for working capital purposes | 14,700 | 14,700 | |||
Reserves subject to replenishment requirements | 4,800 | 4,800 | |||
Renovations at certain hotel properties | |||||
Other Commitments [Line Items] | |||||
Commitments outstanding with third parties | 5,200 | 5,200 | |||
Hotel furniture, fixtures, and equipment reserves | |||||
Other Commitments [Line Items] | |||||
Restricted cash and escrows | 25,800 | 25,800 | $ 25,900 | ||
Management and franchise fees | |||||
Other Commitments [Line Items] | |||||
Management and franchise fees | $ 6,025 | $ 2,043 | $ 15,009 | $ 9,212 | |
Management agreements for brand-managed hotels | |||||
Other Commitments [Line Items] | |||||
Agreement average remaining term assuming all renewal periods exercised (in years) | 25 years | ||||
Management agreements for brand-managed hotels | Minimum | |||||
Other Commitments [Line Items] | |||||
Agreement term (in years) | 10 years | ||||
Management agreements for brand-managed hotels | Maximum | |||||
Other Commitments [Line Items] | |||||
Agreement term (in years) | 30 years | ||||
Management agreements for franchised hotels | |||||
Other Commitments [Line Items] | |||||
Agreement average remaining initial term (in years) | 3 years | ||||
Management agreements for franchised hotels | Minimum | |||||
Other Commitments [Line Items] | |||||
Agreement term (in years) | 10 years | ||||
Management agreements for franchised hotels | Maximum | |||||
Other Commitments [Line Items] | |||||
Agreement term (in years) | 15 years | ||||
Franchise agreements | |||||
Other Commitments [Line Items] | |||||
Agreement average remaining initial term (in years) | 7 years | ||||
Franchise agreements | Minimum | |||||
Other Commitments [Line Items] | |||||
Agreement term (in years) | 15 years | ||||
Franchise agreements | Maximum | |||||
Other Commitments [Line Items] | |||||
Agreement term (in years) | 20 years |
Commitments and Contingencies_2
Commitments and Contingencies - Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases | |
Weighted-average remaining lease term, including reasonably certain extension options | 23 years |
Weighted-average discount rate (percent) | 5.79% |
ROU asset | $ 21,954 |
Lease liability | 23,286 |
Operating lease rent expense | 1,659 |
Variable lease costs | 2,198 |
Total rent and variable lease costs | $ 3,857 |
Weighted-average remaining lease term including available extension options | 59 years |
ROU asset, consolidated balance sheet line item | Other assets |
Lease liability, consolidated balance sheet line item | Other liabilities |
Commitments and Contingencies_3
Commitments and Contingencies - Remaining Lease Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Remaining Lease Payments | |
2021 (excluding the nine months ended September 30, 2021) | $ 565 |
2022 | 2,273 |
2023 | 2,287 |
2024 | 2,302 |
2025 | 2,317 |
Thereafter | 34,926 |
Total undiscounted lease payments | 44,670 |
Less imputed interest | (21,384) |
Lease liability | $ 23,286 |