Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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) | 109,486,200 | |
Entity Central Index Key | 0001616000 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Investment properties: | ||
Land | $ 460,376 | $ 460,536 |
Buildings and other improvements | 3,097,866 | 3,086,785 |
Total | 3,558,242 | 3,547,321 |
Less: accumulated depreciation | (979,373) | (945,786) |
Net investment properties | 2,578,869 | 2,601,535 |
Cash and cash equivalents | 283,154 | 305,103 |
Restricted cash and escrows | 58,206 | 60,807 |
Accounts and rents receivable, net of allowance for doubtful accounts | 48,255 | 37,562 |
Intangible assets, net of accumulated amortization of $1,108 and $1,068, respectively | 5,019 | 5,060 |
Other assets | 77,401 | 69,988 |
Total assets | 3,050,904 | 3,080,055 |
Liabilities | ||
Debt, net of loan premiums, discounts and unamortized deferred financing costs (Note 5) | 1,429,516 | 1,429,105 |
Accounts payable and accrued expenses | 95,982 | 107,097 |
Distributions payable | 11,334 | 11,455 |
Other liabilities | 83,200 | 72,390 |
Total liabilities | 1,620,032 | 1,620,047 |
Commitments and Contingencies | ||
Stockholders' equity | ||
Common stock, $0.01 par value, 500,000,000 shares authorized, 110,661,486 and 112,519,672 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 1,107 | 1,126 |
Additional paid in capital | 2,036,707 | 2,063,273 |
Accumulated distributions in excess of net earnings | (628,060) | (623,216) |
Total Company stockholders' equity | 1,409,754 | 1,441,183 |
Non-controlling interests | 21,118 | 18,825 |
Total equity | 1,430,872 | 1,460,008 |
Total liabilities and equity | $ 3,050,904 | $ 3,080,055 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Intangible assets, accumulated amortization | $ 1,108 | $ 1,068 |
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) | 110,661,486 | 112,519,672 |
Common stock, outstanding (in shares) | 110,661,486 | 112,519,672 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Revenues | $ 268,973 | $ 210,347 |
Expenses: | ||
Total hotel operating expenses | 179,276 | 141,607 |
Depreciation and amortization | 33,741 | 30,565 |
Real estate taxes, personal property taxes and insurance | 12,470 | 10,855 |
Ground lease expense | 710 | 517 |
General and administrative expenses | 8,783 | 7,611 |
Other operating expenses | 232 | 175 |
Impairment and other losses | 0 | 1,278 |
Total expenses | 235,212 | 192,608 |
Operating income | 33,761 | 17,739 |
Other income (loss) | 1,284 | (777) |
Interest expense | (22,134) | (20,538) |
Loss on extinguishment of debt | (1,140) | (294) |
Net income (loss) before income taxes | 11,771 | (3,870) |
Income tax expense | (5,218) | (1,607) |
Net income (loss) | 6,553 | (5,477) |
Net loss (income) attributable to non-controlling interests | (273) | 153 |
Net income (loss) attributable to common stockholders | $ 6,280 | $ (5,324) |
Basic and diluted income (loss) per share | ||
Net income (loss) per share available to common stockholders - basic (in dollars per share) | $ 0.06 | $ (0.05) |
Net income (loss) per share available to common stockholders - diluted (in dollars per share) | $ 0.06 | $ (0.05) |
Weighted-average number of common shares (basic) (in shares) | 111,777,894 | 114,326,406 |
Weighted-average number of common shares (diluted) (in shares) | 112,037,369 | 114,326,406 |
Comprehensive income (loss): | ||
Net income (loss) | $ 6,553 | $ (5,477) |
Other comprehensive income (loss): | ||
Unrealized gain on interest rate derivative instruments | 0 | 2,517 |
Reclassification adjustment for amounts recognized in net income (loss) (interest expense) | 0 | 1,152 |
Comprehensive (loss) income including portion attributable to noncontrolling interest | 6,553 | (1,808) |
Comprehensive loss (income) attributable to non-controlling interests | (273) | (264) |
Comprehensive income (loss) attributable to the Company | 6,280 | (2,072) |
Rooms | ||
Revenues: | ||
Revenues | 153,645 | 123,198 |
Expenses: | ||
Expenses | 36,203 | 29,217 |
Food and beverage | ||
Revenues: | ||
Revenues | 96,124 | 67,735 |
Expenses: | ||
Expenses | 60,687 | 45,610 |
Other | ||
Revenues: | ||
Revenues | 19,204 | 19,414 |
Other direct | ||
Expenses: | ||
Other expenses | 5,698 | 5,294 |
Other indirect | ||
Expenses: | ||
Other expenses | 66,499 | 53,860 |
Management and franchise fees | ||
Expenses: | ||
Expenses | $ 10,189 | $ 7,626 |
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, 2021 | 114,306,727 | |||||
Beginning balance at Dec. 31, 2021 | $ 1,438,081 | $ 1,143 | $ 2,090,393 | $ (4,089) | $ (656,461) | $ 7,095 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (5,477) | (5,324) | (153) | |||
Share-based compensation (in shares) | 63,024 | |||||
Share-based compensation | 2,435 | $ 1 | 537 | 1,897 | ||
Shares redeemed to satisfy tax withholding on vested share based compensation (in shares) | (16,478) | |||||
Shares redeemed to satisfy tax withholding on vested share-based compensation | (303) | (303) | ||||
Other comprehensive income (loss): | ||||||
Unrealized gain on interest rate derivative instruments | 2,517 | 2,133 | 384 | |||
Reclassification adjustment for amounts recognized in net income (loss) | 1,152 | 1,119 | 33 | |||
Ending balance (in shares) at Mar. 31, 2022 | 114,353,273 | |||||
Ending balance at Mar. 31, 2022 | $ 1,438,405 | $ 1,144 | 2,090,627 | (837) | (661,785) | 9,256 |
Beginning balance (in shares) at Dec. 31, 2022 | 112,519,672 | 112,519,672 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,460,008 | $ 1,126 | 2,063,273 | 0 | (623,216) | 18,825 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 6,553 | 6,280 | 273 | |||
Repurchase of common shares, net (in shares) | (1,905,820) | |||||
Repurchase of common shares, net | (26,746) | $ (19) | (26,727) | |||
Dividends, common share / units ($0.10) | (11,352) | (11,124) | (228) | |||
Share-based compensation (in shares) | 65,247 | |||||
Share-based compensation | 2,667 | 419 | 2,248 | |||
Shares redeemed to satisfy tax withholding on vested share based compensation (in shares) | (17,613) | |||||
Shares redeemed to satisfy tax withholding on vested share-based compensation | (258) | (258) | ||||
Other comprehensive income (loss): | ||||||
Unrealized gain on interest rate derivative instruments | 0 | |||||
Reclassification adjustment for amounts recognized in net income (loss) | $ 0 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 110,661,486 | 110,661,486 | ||||
Ending balance at Mar. 31, 2023 | $ 1,430,872 | $ 1,107 | $ 2,036,707 | $ 0 | $ (628,060) | $ 21,118 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Dividends, common shares / units (in dollars per share) | $ 0.10 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 6,553 | $ (5,477) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 33,687 | 30,429 |
Non-cash ground rent and amortization of other intangibles | 54 | 136 |
Amortization of debt premiums, discounts, and financing costs | 1,282 | 1,286 |
Loss on extinguishment of debt | 1,140 | 294 |
Gain on insurance recoveries | 0 | (994) |
Share-based compensation expense | 2,591 | 2,207 |
Deferred interest expense | (1,296) | (409) |
Changes in assets and liabilities: | ||
Accounts and rents receivable | (10,693) | (7,599) |
Other assets | (4,127) | (5,315) |
Accounts payable and accrued expenses | (9,507) | 8,234 |
Other liabilities | 10,629 | 9,780 |
Net cash provided by operating activities | 30,313 | 32,572 |
Cash flows from investing activities: | ||
Purchase of investment properties | 0 | (328,493) |
Capital expenditures | (11,634) | (7,499) |
Proceeds from sale of investment properties | 0 | 32,820 |
Proceeds from property insurance | 0 | 1,168 |
Performance guaranty payments | 1,071 | 912 |
Net cash used in investing activities | (10,563) | (301,092) |
Cash flows from financing activities: | ||
Proceeds from mortgage debt modification | 440 | 0 |
Payoff of mortgage debt | (99,488) | (65,000) |
Principal payments of mortgage debt | (890) | (932) |
Proceeds from 2023 Term Loans | 225,000 | 0 |
Principal payments on Corporate Credit Facility Term Loan | (125,000) | 0 |
Payment of loan fees and issuance costs | (5,554) | 0 |
Payment loan modification fees | (25) | 0 |
Repurchase of common shares | (26,746) | 0 |
Shares redeemed to satisfy tax withholding on vested share-based compensation | (578) | (490) |
Dividends and dividend equivalents | (11,459) | (54) |
Net cash used in financing activities | (44,300) | (66,476) |
Net decrease in cash and cash equivalents and restricted cash | (24,550) | (334,996) |
Cash and cash equivalents and restricted cash, at beginning of period | 365,910 | 554,231 |
Cash and cash equivalents and restricted cash, at end of period | 341,360 | 219,235 |
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 | 283,154 | 179,077 |
Restricted cash | 58,206 | 40,158 |
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | 341,360 | 219,235 |
The following represent cash paid during the periods presented for the following: | ||
Cash paid for interest, net of capitalized interest | 23,869 | 21,433 |
Cash paid for taxes | 220 | 0 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued capital expenditures | 2,263 | 2,891 |
Distributions payable | $ 11,334 | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2023 | |
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 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 March 31, 2023, the Company collectively owned 95.9% of the common limited partnership units issued by the Operating Partnership ("Operating Partnership Units"). The remaining 4.1% of the Operating Partnership Units are owned by the other limited partners comprised of certain of our current executive officers and current and prior 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 March 31, 2023 and 2022, the Company owned 32 and 34 lodging properties, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 income (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, 2022, included in the Company's Annual Report on Form 10-K filed with the SEC on March 2, 2023. Operating results for the three months ended March 31, 2023 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 months ended March 31, 2023. 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 For the three months ended March 31, 2023, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida, Phoenix, Arizona and Houston, Texas markets that exceeded 10% of total revenues for the period then ended. For the three months ended March 31, 2022, 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 that there are adverse changes in these markets, or the industry sectors that operate in these markets, our business and operating results could 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 banks and other financial institutions. The combined account balances at banking 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 monitors its concentration risk and reallocates funds among various institutions from time to time as determined appropriate based on perceived risks. Restricted Cash and Escrows Restricted cash primarily relates to furniture, fixtures and equipment replacement reserves ("FF&E 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. Acquisition of Real Estate Investments in hotel properties, including land and land improvements, buildings and building improvements, furniture, fixtures and equipment, and identifiable intangible assets, will generally be accounted for as asset acquisitions. Acquired assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets typically include land, buildings and improvements, furniture and fixtures, inventory, acquired above market and below market leases, in-place lease value, advance bookings, and any assumed financing that is determined to be above or below market terms (all as applicable). Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. 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. Involuntary Conversion In August 2021, Hurricane Ida impacted Loews New Orleans Hotel located in New Orleans, Louisiana. During the three months ended March 31, 2022, the Company recorded additional hurricane-related repair and cleanup costs of $1.3 million which is included in impairment and other losses on the condensed consolidated statements of operations and comprehensive loss for the period then ended. Insurance Recoveries Insurance proceeds received in excess of recognized losses are treated as gain and are not recorded until contingencies are resolved. During the three months ended March 31, 2022, the Company recorded insurance proceeds related to damage sustained at Loews New Orleans Hotel during Hurricane Ida. These insurance proceeds were in excess of recognized losses and resulted in a gain on insurance recovery of $1.0 million which is included in other income (loss) on the condensed consolidated statements of operations and comprehensive loss for the period then ended. Disposition of Real Estate The Company accounts for dispositions of real estate in accordance with Accounting Standards Update ("ASU") 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets ("Subtopic 610-20") for the transactions between the Company and unrelated third-parties that are not considered a customer in the ordinary course of business. Typically, the real estate assets disposed of do not represent the transfer of a business or contain a material amount of financial assets, if any. The real estate assets promised in a sales contract are typically nonfinancial assets (i.e. land or a leasehold interest in land, buildings, furniture, fixtures and equipment) or in substance nonfinancial assets. The Company recognizes a gain or loss in full when the real estate is sold, provided (a) there is a valid contract and (b) transfer of control has occurred. 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 advanced 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. 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 income (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 Line of Credit 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 Line of Credit 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 condensed consolidated balance sheets. At March 31, 2023 and December 31, 2022, deferred financing costs related to the Revolving Line of Credit and the revolving credit facility that was refinanced in January 2023 were $9.6 million and $7.8 million, offset by accumulated amortization of $4.7 million and $6.4 million, respectively. At March 31, 2023 and December 31, 2022, deferred financing costs related to all other debt were $25.0 million and $26.3 million, offset by accumulated amortization of $9.5 million and $10.5 million, respectively. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022 (in thousands): Three Months Ended Primary Markets March 31, 2023 Orlando, FL $ 40,408 Phoenix, AZ 37,473 Houston, TX 27,459 San Diego, CA 21,975 Dallas, TX 19,950 Atlanta, GA 15,501 San Francisco/San Mateo, CA 13,378 Nashville, TN 10,967 Washington, DC-MD-VA 10,907 Portland, OR 10,579 Other 60,376 Total $ 268,973 Three Months Ended Primary Markets March 31, 2022 Orlando, FL $ 36,207 Phoenix, AZ 30,707 Houston, TX 20,996 San Diego, CA 19,188 Dallas, TX 12,846 Atlanta, GA 10,965 San Francisco/San Mateo, CA 9,578 Florida Keys 9,365 Denver, CO 9,052 Washington, DC-MD-VA 7,461 Other 43,982 Total $ 210,347 |
Investment Properties
Investment Properties | 3 Months Ended |
Mar. 31, 2023 | |
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. Acquisitions In March 2022, the Company acquired a fee-simple interest in the 346-room W Nashville located in Nashville, Tennessee for a purchase price of $328.5 million including acquisition costs and a $1.3 million credit related to an unfinished portion of the hotel provided by seller at closing. The acquisition of W Nashville was funded with cash on hand and was accounted for as an asset acquisition resulting in the related acquisition costs being capitalized as part of the purchase price. The results of operations for W Nashville have been included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) since its acquisition date. The Company recorded the identifiable assets and liabilities, including intangible assets and liabilities, acquired in the asset acquisition at the acquisition date relative fair value, which is based on the total accumulated costs of the acquisition. The following represents the purchase price allocation of the hotel acquired during the three months ended March 31, 2022 (in thousands): March 31, 2022 Land $ 36,364 Buildings and improvements 264,766 Furniture, fixtures, and equipment 31,091 Intangible and other assets (1) 232 Intangible liability (2) (3,960) Total purchase price (3) $ 328,493 (1) As part of the purchase price allocation for W Nashville, the Company allocated $0.1 million to advance bookings that will be amortized over 1.3 years as well as $0.1 million allocated to food inventory. (2) As part of the purchase price allocation for W Nashville, the Company allocated $4.0 million to a liability associated with key money received by the seller from the third-party hotel manager. This liability will be amortized over 29.8 years and in the event of early termination is payable to the third-party hotel manager on a pro rata basis for the remaining portion of the term of the hotel management agreement. (3) The total cost capitalized includes acquisition costs as the transaction was accounted for as an asset acquisition. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt as of March 31, 2023 and December 31, 2022 consisted of the following (dollar amounts in thousands): Balance Outstanding as of Rate Type Rate (1) Maturity Date March 31, 2023 December 31, 2022 Mortgage Loans Renaissance Atlanta Waverly Hotel & Convention Center Fixed (2) — % 8/14/2024 $ — $ 99,590 Grand Bohemian Hotel Orlando, Autograph Collection Fixed 4.53 % 3/1/2026 55,399 55,685 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 109,651 110,153 Andaz Napa Variable (3) 7.34 % 1/19/2028 55,000 54,560 Total Mortgage Loans 5.28 % (4) $ 220,050 $ 319,988 Corporate Credit Facilities Corporate Credit Facility Term Loan $125M Variable (5) — % 9/13/2024 — 125,000 2023 Initial Term Loan Variable (5) 6.59 % 3/1/2026 125,000 — 2023 Delayed Draw Term Loan Variable (5) 6.59 % 3/1/2026 100,000 — Revolving Credit Facility Variable (6) — % 2/28/2024 — — Revolving Line of Credit (2023) Variable (6) 6.59 % 1/11/2027 — — Total Corporate Credit Facilities $ 225,000 $ 125,000 2020 Senior Notes $500M Fixed 6.38 % 8/15/2025 500,000 500,000 2021 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 500,000 Loan premiums, discounts and unamortized deferred financing costs, net (7) (15,534) (15,883) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.72 % (4) $ 1,429,516 $ 1,429,105 (1) The rates shown represent the annual interest rates as of March 31, 2023. The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities." (2) This mortgage loan was repaid in full in January 2023. (3) In January 2023, the Company amended this mortgage loan to update the variable index from one-month LIBOR to Term SOFR, increased the credit spread, increase the principal amount to $55 million and extend the maturity date through January 2028. (4) Represents the weighted-average interest rate as of March 31, 2023. (5) In January 2023, the existing corporate credit facility term loan was refinanced with a new $125 million initial term loan and, effective as of January 10, 2023, the spread to Term SOFR for such term loan varies based on the Company's leverage ratio as further described under "Corporate Credit Facilities". On January 17, 2023, an additional $100 million delayed draw term loan was borrowed and, effective as of such date, the spread to Term SOFR for such term loan varies based on the Company's leverage ratio as further described below under "Corporate Credit Facilities". (6) The existing revolving credit facility was refinanced with a new $450 million Revolving Line of Credit in January 2023 and, effective as of January 10, 2023, the spread to Term SOFR varies based on the Company’s leverage ratio, as further described below under “Corporate Credit Facilities.” (7) Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization. Mortgage Loans In January 2023, the Company repaid in full the $99.5 million outstanding balance on the mortgage loan collateralized by Renaissance Atlanta Waverly Hotel & Convention Center using proceeds from the 2023 Delayed Draw Term Loan. Also in January 2023, the Company amended the mortgage loan collateralized by Andaz Napa to update the variable index from one-month LIBOR to Term SOFR, increase the credit spread, increase the principal amount to $55 million and extend the maturity date through January 2028. Of the total outstanding debt at March 31, 2023, none of the mortgage loans were recourse to the Company. The mortgage loan agreements require contributions to be made to FF&E reserves. Corporate Credit Facilities In January 2023, XHR LP (the "Borrower") entered into a new $675 million senior unsecured credit facility comprised of a $450 million revolving line of credit (the “Revolving Line of Credit”), a $125 million initial term loan (the "2023 Initial Term Loan) and a $100 million delayed draw term loan (the “2023 Delayed Draw Term Loan” and, together with the 2023 Initial Term Loan, the "2023 Term Loans") pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023, by and among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto (the “2023 Credit Agreement”). The Revolving Line of Credit and the 2023 Initial Term Loan refinanced in full the existing corporate credit facilities outstanding under the prior credit agreement, and as a result of such refinancing, the existing pledges of equity of certain subsidiaries securing obligations under the Company's prior credit facilities were released. The 2023 Delayed Draw Term Loan was funded on January 17, 2023 and was used to repay in full the mortgage loan collateralized by Renaissance Atlanta Waverly Hotel & Convention Center that was due August 2024. Proceeds from future Revolving Line of Credit borrowings may be used for working capital, general corporate or other purposes permitted by the 2023 Credit Agreement. The Revolving Line of Credit matures in January 2027 and can be extended up to an additional year. The interest rate on the Revolving Line of Credit and the 2023 Term Loans is based on a pricing grid with a range of 145 to 275 basis points over the applicable Term SOFR rate as determined by the Company’s leverage ratio, subject to a 10 basis point credit spread adjustment and a zero basis point floor. The 2023 Term Loans mature in March 2026, can be extended up to an additional year and bear interest rates consistent with the pricing grid on the Revolving Line of Credit. As of March 31, 2023, there was no outstanding balance on the Revolving Line of Credit. During the three months ended March 31, 2023, the Company incurred unused commitment fees of approximately $0.3 million and did not incur interest expense. During the three months ended March 31, 2022, the Company incurred unused commitment fees of approximately $0.4 million and did not incur interest expense. Senior Notes The indentures governing the 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, 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 indentures. In connection with the entry into the 2023 Credit Agreement and the refinancing of the obligations under the prior corporate credit facilities, the collateral securing the Senior Notes was released in full. On and after January 10, 2023, the Senior Notes constitute unsecured obligations. Financial Covenants As of March 31, 2023, the Company was in compliance with all debt covenants, current on all loan payments and not otherwise in default under the mortgage loans, the 2023 Credit Agreement or the Senior Notes. Debt Outstanding Total debt outstanding as of March 31, 2023 and December 31, 2022 was $1,445 million and had a weighted-average interest rate of 5.72% and 5.65% 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- 2023 $ 2,417 4.59% 2024 3,355 4.59% 2025 504,284 6.36% 2026 280,071 6.19% 2027 102,053 4.65% Thereafter 552,870 5.11% Total Debt $ 1,445,050 5.72% Revolving Line of Credit (matures in 2027) — 6.59% Loan premiums, discounts and unamortized deferred financing costs, net (15,534) — Debt, net of loan premiums, discounts and unamortized deferred financing costs $ 1,429,516 5.72% During the three months ended March 31, 2023, in connection with the 2023 Credit Agreement and amended mortgage loan, the Company capitalized $5.6 million of deferred financing costs and expensed $1.5 million of legal fees which were included in other income (loss) on the condensed consolidated statement of operations and comprehensive income for the period then ended. During the three months ended March 31, 2023, in connection with refinancing of the existing revolving credit facility, the repayment of the existing corporate credit facility term loan and the repayment of one mortgage loan, the Company wrote off unamortized deferred financing costs of $1.1 million, which is included in loss on extinguishment of debt on the condensed consolidated statements of operations and comprehensive income for the period then ended. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Total Mortgage and Term Loans $ 445,050 $ 434,173 $ 444,988 $ 429,035 Senior Notes 1,000,000 930,323 1,000,000 912,823 Revolving Credit Facility — — — — Revolving Line of Credit (2023) — — — — Total $ 1,445,050 $ 1,364,496 $ 1,444,988 $ 1,341,858 The Company estimated the fair value of its total debt, net of discounts, using a weighted-average effective interest rate of 5.80% and 6.24% per annum as of March 31, 2023 and December 31, 2022, 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 | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company estimated the income tax expense for the three months ended March 31, 2023 using an estimated federal and state combined effective tax rate of 31.04% and recognized an income tax expense of $5.2 million. The Company estimated the income tax expense for the three months ended March 31, 2022 using an estimated federal and state combined effective tax rate of 16.00% and recognized an income tax expense of $1.6 million. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022 and, as of March 31, 2023, $200 million of common stock remained available for issuance. As of March 31, 2023, and December 31, 2022, the Company had accumulated offering related costs included in other assets on the condensed consolidated balance sheets of $1.1 million. These offering costs will be reclassified to additional paid in capital to offset proceeds from the sale of common stock. Any remaining accumulated offering costs will be written off when the existing registration statement expires in August 2023. The Board of Directors has authorized a stock repurchase program (the "Repurchase Program") for up to $275 million of outstanding common stock in the open market, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The Repurchase Program does not have an expiration date, may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of shares. During the three months ended March 31, 2023, 1,905,820 shares were repurchased under the Repurchase Program, at a weighted-average price of $14.03 per share for an aggregate purchase price of $26.7 million. No shares were purchased as part of the Repurchase Program during the three months ended March 31, 2022. As of March 31, 2023, the Company had approximately $139.7 million remaining under its share repurchase authorization. Distributions The Company declared the following dividends during the three months ended March 31, 2023: Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.10 March 31, 2023 March 31, 2023 April 14, 2023 Non-Controlling Interest of Common Units in Operating Partnership As of March 31, 2023, the Operating Partnership had 4,672,702 LTIP Units outstanding, representing a 4.1% partnership interest held by the limited partners. Of the 4,672,702 LTIP Units outstanding at March 31, 2023, 1,803,513 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 partnership agreement of the Operating Partnership. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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 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 income (loss) attributable to common stockholders to basic and diluted earnings per share (in thousands, except share and per share data): Three Months Ended March 31, 2023 2022 Numerator: Net income (loss) attributable to common stockholders $ 6,280 $ (5,324) Dividends paid on unvested share-based compensation (67) — Net income (loss) available to common stockholders $ 6,213 $ (5,324) Denominator: Weighted-average shares outstanding - Basic 111,777,894 114,326,406 Effect of dilutive share-based compensation (1) 259,475 — Weighted-average shares outstanding - Diluted 112,037,369 114,326,406 Basic and diluted income (loss) per share: Net income (loss) per share available to common stockholders - basic and diluted $ 0.06 $ (0.05) |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 February 2023 2023 Restricted Stock Units 133,393 81,509 $ 12.30 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 and seventy-five percent (75%) as 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. 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 February 2023 2023 LTIP Units 137,617 1,107,800 $ 8.41 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. The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of March 31, 2023: 2015 Incentive Award Plan Restricted Stock Units 2015 Incentive Award Plan LTIP Units (1) Total Unvested as of December 31, 2022 224,677 1,720,629 1,945,306 Granted 214,902 1,245,417 1,460,319 Vested (2) (65,247) (96,857) (162,104) Forfeited (2,679) — (2,679) Unvested as of March 31, 2023 371,653 2,869,189 3,240,842 Weighted-average fair value of unvested shares/units $ 13.45 $ 9.71 $ 10.14 (1) Includes time-based LTIP Units and performance-based Class A LTIP Units. (2) During the three months ended March 31, 2023 and 2022, 17,613 and 16,478 shares of common stock, respectively, were withheld by the Company upon the settlement of the applicable awards in order to satisfy federal and state tax withholding requirements on the vesting of Restricted Stock Units under the 2015 Incentive Award Plan. The grant date fair values of the time-based Restricted Stock Units and time-based 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 February 24, 2023 Absolute TSR Restricted Stock Units 25% $8.89 43.56% 4.58% - 5.11% 2.80% Relative TSR Restricted Stock Units 75% $9.08 43.56% 4.58% - 5.11% 2.80% Absolute TSR Class A LTIP Units 25% $8.89 43.56% 4.58% - 5.11% 2.80% Relative TSR Class A LTIP Units 75% $8.81 43.56% 4.58% - 5.11% 2.80% 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 months ended March 31, 2023, the Company recognized approximately $2.6 million of share-based compensation expense (net of forfeitures) related to Restricted Stock Units and LTIP Units provided to its executive officers and certain corporate employees. In addition, for the three months ended March 31, 2023, the Company capitalized approximately $0.1 million related to Restricted Stock Units provided to certain other employees who oversee development and capital projects on behalf of the Company. As of March 31, 2023, there was $22.5 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 2.04 additional years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 (dollar amounts in thousands): March 31, 2023 Weighted-average remaining lease term, including reasonably certain extension options (1) 20 years Weighted-average discount rate 5.71% ROU asset (2) $ 18,488 Lease liability (3) $ 19,628 Operating lease rent expense $ 533 Variable lease costs 996 Total rent and variable lease costs $ 1,529 (1) The weighted-average remaining lease term including all available extension options is approximately 56 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 March 31, 2023 (in thousands): Year Ending 2023 (excluding the three months ended March 31, 2023) $ 1,606 2024 2,157 2025 2,172 2026 2,188 2027 2,204 Thereafter 24,444 Total undiscounted lease payments $ 34,771 Less imputed interest (15,143) Lease liability (1) $ 19,628 (1) The lease liability is included in other liabilities on the condensed consolidated balance sheet as of March 31, 2023. 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. 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 27 years. Management agreements for franchised hotels generally contain initial terms between 15 and 20 years with an average remaining initial term of approximately six 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 20 years, with an average remaining initial term of approximately ten 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. The Company incurred management and franchise fee expenses of $10.2 million and $7.6 million for the three months ended March 31, 2023 and 2022, respectively, which are included on the condensed consolidated statements of operations and comprehensive income (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 March 31, 2023 and December 31, 2022, the Company had a balance of $43.5 million and $46.3 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 March 31, 2023 and December 31, 2022, respectively. Renovation and Construction Commitments As of March 31, 2023, 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 March 31, 2023 totaled $11.0 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April and May 2023, the Company repurchased a total of 1,175,286 shares of common stock at a weighted-average price of $12.75 per share for total consideration of approximately $15.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 income (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, 2022, included in the Company's Annual Report on Form 10-K filed with the SEC on March 2, 2023. Operating results for the three months ended March 31, 2023 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 | 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 months ended March 31, 2023. |
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 For the three months ended March 31, 2023, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida, Phoenix, Arizona and Houston, Texas markets that exceeded 10% of total revenues for the period then |
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 banks and other financial institutions. The combined account balances at banking 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 monitors its concentration risk and reallocates funds among various institutions from time to time as determined appropriate based on perceived risks. |
Restricted Cash and Escrows | Restricted Cash and Escrows Restricted cash primarily relates to furniture, fixtures and equipment replacement reserves ("FF&E 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. |
Acquisition of Real Estate | Acquisition of Real Estate Investments in hotel properties, including land and land improvements, buildings and building improvements, furniture, fixtures and equipment, and identifiable intangible assets, will generally be accounted for as asset acquisitions. Acquired assets are recorded at their relative fair value based on total accumulated costs of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. This includes all costs related to finding, analyzing and negotiating a transaction. The allocation of the purchase price is an area that requires judgment and significant estimates. Tangible and intangible assets typically include land, buildings and improvements, furniture and fixtures, inventory, acquired above market and below market leases, in-place lease value, advance bookings, and any assumed financing that is determined to be above or below market terms (all as applicable). Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. |
Long-lived assets and intangibles | 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 |
Insurance Recoveries | Insurance Recoveries Insurance proceeds received in excess of recognized losses are treated as gain and are not recorded until contingencies are resolved. During the three months ended March 31, 2022, the Company recorded insurance proceeds related to damage sustained at Loews New Orleans Hotel during Hurricane Ida. These insurance proceeds were in excess of recognized losses and resulted in a gain on insurance recovery of $1.0 million which is included in other income (loss) on the condensed consolidated statements of operations and comprehensive loss for the period then ended. |
Disposition of Real Estate | Disposition of Real Estate The Company accounts for dispositions of real estate in accordance with Accounting Standards Update ("ASU") 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets ("Subtopic 610-20") for the transactions between the Company and unrelated third-parties that are not considered a customer in the ordinary course of business. Typically, the real estate assets disposed of do not represent the transfer of a business or contain a material amount of financial assets, if any. The real estate assets promised in a sales contract are typically nonfinancial assets (i.e. land or a leasehold interest in land, buildings, furniture, fixtures and equipment) or in substance nonfinancial assets. The Company recognizes a gain or loss in full when the real estate is sold, provided (a) there is a valid contract and (b) transfer of control has occurred. |
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 advanced 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. 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 income (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 Costs Financing costs related to the Revolving Line of Credit 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 Line of Credit 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 condensed consolidated balance sheets. At March 31, 2023 and December 31, 2022, deferred financing costs related to the Revolving Line of Credit and the revolving credit facility that was refinanced in January 2023 were $9.6 million and $7.8 million, offset by accumulated amortization of $4.7 million and $6.4 million, respectively. At March 31, 2023 and December 31, 2022, deferred financing costs related to all other debt were $25.0 million and $26.3 million, offset by accumulated amortization of $9.5 million and $10.5 million, respectively. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022 (in thousands): Three Months Ended Primary Markets March 31, 2023 Orlando, FL $ 40,408 Phoenix, AZ 37,473 Houston, TX 27,459 San Diego, CA 21,975 Dallas, TX 19,950 Atlanta, GA 15,501 San Francisco/San Mateo, CA 13,378 Nashville, TN 10,967 Washington, DC-MD-VA 10,907 Portland, OR 10,579 Other 60,376 Total $ 268,973 Three Months Ended Primary Markets March 31, 2022 Orlando, FL $ 36,207 Phoenix, AZ 30,707 Houston, TX 20,996 San Diego, CA 19,188 Dallas, TX 12,846 Atlanta, GA 10,965 San Francisco/San Mateo, CA 9,578 Florida Keys 9,365 Denver, CO 9,052 Washington, DC-MD-VA 7,461 Other 43,982 Total $ 210,347 |
Investment Properties (Tables)
Investment Properties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Asset Acquisition and Disposition [Abstract] | |
Schedule of Purchase Price Allocation for Asset Acquisitions | The following represents the purchase price allocation of the hotel acquired during the three months ended March 31, 2022 (in thousands): March 31, 2022 Land $ 36,364 Buildings and improvements 264,766 Furniture, fixtures, and equipment 31,091 Intangible and other assets (1) 232 Intangible liability (2) (3,960) Total purchase price (3) $ 328,493 (1) As part of the purchase price allocation for W Nashville, the Company allocated $0.1 million to advance bookings that will be amortized over 1.3 years as well as $0.1 million allocated to food inventory. (2) As part of the purchase price allocation for W Nashville, the Company allocated $4.0 million to a liability associated with key money received by the seller from the third-party hotel manager. This liability will be amortized over 29.8 years and in the event of early termination is payable to the third-party hotel manager on a pro rata basis for the remaining portion of the term of the hotel management agreement. (3) The total cost capitalized includes acquisition costs as the transaction was accounted for as an asset acquisition. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Debt as of March 31, 2023 and December 31, 2022 consisted of the following (dollar amounts in thousands): Balance Outstanding as of Rate Type Rate (1) Maturity Date March 31, 2023 December 31, 2022 Mortgage Loans Renaissance Atlanta Waverly Hotel & Convention Center Fixed (2) — % 8/14/2024 $ — $ 99,590 Grand Bohemian Hotel Orlando, Autograph Collection Fixed 4.53 % 3/1/2026 55,399 55,685 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 109,651 110,153 Andaz Napa Variable (3) 7.34 % 1/19/2028 55,000 54,560 Total Mortgage Loans 5.28 % (4) $ 220,050 $ 319,988 Corporate Credit Facilities Corporate Credit Facility Term Loan $125M Variable (5) — % 9/13/2024 — 125,000 2023 Initial Term Loan Variable (5) 6.59 % 3/1/2026 125,000 — 2023 Delayed Draw Term Loan Variable (5) 6.59 % 3/1/2026 100,000 — Revolving Credit Facility Variable (6) — % 2/28/2024 — — Revolving Line of Credit (2023) Variable (6) 6.59 % 1/11/2027 — — Total Corporate Credit Facilities $ 225,000 $ 125,000 2020 Senior Notes $500M Fixed 6.38 % 8/15/2025 500,000 500,000 2021 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 500,000 Loan premiums, discounts and unamortized deferred financing costs, net (7) (15,534) (15,883) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.72 % (4) $ 1,429,516 $ 1,429,105 (1) The rates shown represent the annual interest rates as of March 31, 2023. The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities." (2) This mortgage loan was repaid in full in January 2023. (3) In January 2023, the Company amended this mortgage loan to update the variable index from one-month LIBOR to Term SOFR, increased the credit spread, increase the principal amount to $55 million and extend the maturity date through January 2028. (4) Represents the weighted-average interest rate as of March 31, 2023. (5) In January 2023, the existing corporate credit facility term loan was refinanced with a new $125 million initial term loan and, effective as of January 10, 2023, the spread to Term SOFR for such term loan varies based on the Company's leverage ratio as further described under "Corporate Credit Facilities". On January 17, 2023, an additional $100 million delayed draw term loan was borrowed and, effective as of such date, the spread to Term SOFR for such term loan varies based on the Company's leverage ratio as further described below under "Corporate Credit Facilities". (6) The existing revolving credit facility was refinanced with a new $450 million Revolving Line of Credit in January 2023 and, effective as of January 10, 2023, the spread to Term SOFR varies based on the Company’s leverage ratio, as further described below under “Corporate Credit Facilities.” (7) 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- 2023 $ 2,417 4.59% 2024 3,355 4.59% 2025 504,284 6.36% 2026 280,071 6.19% 2027 102,053 4.65% Thereafter 552,870 5.11% Total Debt $ 1,445,050 5.72% Revolving Line of Credit (matures in 2027) — 6.59% Loan premiums, discounts and unamortized deferred financing costs, net (15,534) — Debt, net of loan premiums, discounts and unamortized deferred financing costs $ 1,429,516 5.72% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
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 March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Total Mortgage and Term Loans $ 445,050 $ 434,173 $ 444,988 $ 429,035 Senior Notes 1,000,000 930,323 1,000,000 912,823 Revolving Credit Facility — — — — Revolving Line of Credit (2023) — — — — Total $ 1,445,050 $ 1,364,496 $ 1,444,988 $ 1,341,858 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Dividends Declared | The Company declared the following dividends during the three months ended March 31, 2023: Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.10 March 31, 2023 March 31, 2023 April 14, 2023 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles net income (loss) attributable to common stockholders to basic and diluted earnings per share (in thousands, except share and per share data): Three Months Ended March 31, 2023 2022 Numerator: Net income (loss) attributable to common stockholders $ 6,280 $ (5,324) Dividends paid on unvested share-based compensation (67) — Net income (loss) available to common stockholders $ 6,213 $ (5,324) Denominator: Weighted-average shares outstanding - Basic 111,777,894 114,326,406 Effect of dilutive share-based compensation (1) 259,475 — Weighted-average shares outstanding - Diluted 112,037,369 114,326,406 Basic and diluted income (loss) per share: Net income (loss) per share available to common stockholders - basic and diluted $ 0.06 $ (0.05) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 February 2023 2023 Restricted Stock Units 133,393 81,509 $ 12.30 |
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 February 2023 2023 LTIP Units 137,617 1,107,800 $ 8.41 |
Schedule of Unvested Incentive Awards | The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of March 31, 2023: 2015 Incentive Award Plan Restricted Stock Units 2015 Incentive Award Plan LTIP Units (1) Total Unvested as of December 31, 2022 224,677 1,720,629 1,945,306 Granted 214,902 1,245,417 1,460,319 Vested (2) (65,247) (96,857) (162,104) Forfeited (2,679) — (2,679) Unvested as of March 31, 2023 371,653 2,869,189 3,240,842 Weighted-average fair value of unvested shares/units $ 13.45 $ 9.71 $ 10.14 (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 February 24, 2023 Absolute TSR Restricted Stock Units 25% $8.89 43.56% 4.58% - 5.11% 2.80% Relative TSR Restricted Stock Units 75% $9.08 43.56% 4.58% - 5.11% 2.80% Absolute TSR Class A LTIP Units 25% $8.89 43.56% 4.58% - 5.11% 2.80% Relative TSR Class A LTIP Units 75% $8.81 43.56% 4.58% - 5.11% 2.80% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Leases | The following is a summary of the Company's leases as of and for the three months ended March 31, 2023 (dollar amounts in thousands): March 31, 2023 Weighted-average remaining lease term, including reasonably certain extension options (1) 20 years Weighted-average discount rate 5.71% ROU asset (2) $ 18,488 Lease liability (3) $ 19,628 Operating lease rent expense $ 533 Variable lease costs 996 Total rent and variable lease costs $ 1,529 (1) The weighted-average remaining lease term including all available extension options is approximately 56 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 March 31, 2023 (in thousands): Year Ending 2023 (excluding the three months ended March 31, 2023) $ 1,606 2024 2,157 2025 2,172 2026 2,188 2027 2,204 Thereafter 24,444 Total undiscounted lease payments $ 34,771 Less imputed interest (15,143) Lease liability (1) $ 19,628 |
Organization (Details)
Organization (Details) | Mar. 31, 2023 market property | Mar. 31, 2022 property |
Organization [Line Items] | ||
Number of top lodging markets for investing activity | market | 25 | |
Number of hotels operated | property | 32 | 34 |
XHR LP (Operating Partnership) | ||
Organization [Line Items] | ||
Ownership by Company (percent) | 95.90% | |
Ownership by noncontrolling owners (percent) | 4.10% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Risks and Uncertainties (Details) - Revenue - Geographic concentration risk - Minimum | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Orlando, FL | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10% | 10% |
Phoenix, AZ | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10% | 10% |
San Diego, CA | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10% | 10% |
Houston, TX | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Involuntary Conversion and Insurance Recoveries (Details) - Hurricane $ in Millions | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Business Interruption Loss [Line Items] | |
Loss for write off of property damaged, net of insurance recoveries | $ 1.3 |
Gain on business interruption insurance | $ 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Deferred Financing Costs (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Deferred financing costs related to revolving credit facility | $ 9.6 | $ 7.8 |
Accumulated amortization of deferred financing costs related to revolving credit facility | 4.7 | 6.4 |
Deferred financing costs related to long-term debt | 25 | 26.3 |
Accumulated amortization of deferred financing costs related to long-term debt | $ 9.5 | $ 10.5 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 268,973 | $ 210,347 |
Orlando, FL | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 40,408 | 36,207 |
Phoenix, AZ | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 37,473 | 30,707 |
Houston, TX | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 27,459 | 20,996 |
San Diego, CA | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 21,975 | 19,188 |
Dallas, TX | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 19,950 | 12,846 |
Atlanta, GA | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,501 | 10,965 |
San Francisco/San Mateo, CA | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13,378 | 9,578 |
Nashville, TN | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,967 | |
Washington, DC-MD-VA | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,907 | 7,461 |
Portland, OR | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,579 | |
Florida Keys | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,365 | |
Denver, CO | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,052 | |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 60,376 | $ 43,982 |
Investment Properties - Purchas
Investment Properties - Purchase Price Allocation for Properties Acquired (Details) - W Nashville Located in Nashville $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Schedule of Asset Acquisition [Line Items] | |
Land | $ 36,364 |
Buildings and improvements | 264,766 |
Furniture, fixtures, and equipment | 31,091 |
Intangible and other assets | 232 |
Intangible liability | (3,960) |
Total purchase price | 328,493 |
Allocated to inventory | 100 |
Customer Contracts | |
Schedule of Asset Acquisition [Line Items] | |
Intangible and other assets | $ 100 |
Amortization period (years) | 1 year 3 months 18 days |
Service Agreements | |
Schedule of Asset Acquisition [Line Items] | |
Amortization period (years) | 29 years 9 months 18 days |
Assets Acquisition, Working Capital | $ 4,000 |
Investment Properties - Narrati
Investment Properties - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) room | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) room | |
Kimpton Hotel Monaco Chicago | Disposed of by sale | ||||
Disposition of Properties | ||||
Number of rooms in property | room | 191 | |||
Sale price per agreement | $ 36,000 | |||
Impairment on write-down of property | $ 15,700 | |||
Net cash proceeds from the sale, after transaction closing costs | $ 32,800 | |||
W Nashville Located in Nashville | ||||
Disposition of Properties | ||||
Number of rooms in property | room | 346 | |||
Purchase price | $ 328,500 | |||
Credit against purchase price | $ 1,300 |
Debt - Debt Instruments (Detail
Debt - Debt Instruments (Details) - USD ($) | 3 Months Ended | |||||
Jan. 31, 2023 | Mar. 31, 2023 | Jan. 17, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 5.72% | 5.72% | 5.65% | |||
Balance outstanding | $ 1,445,050,000 | |||||
Revolving Credit Facility | 0 | |||||
Loan premiums, discounts and unamortized deferred financing costs, net | (15,534,000) | $ (15,883,000) | ||||
Debt, net of loan premiums, discounts and unamortized deferred financing costs | 1,429,516,000 | 1,429,105,000 | ||||
Corporate Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Balance outstanding | $ 225,000,000 | 125,000,000 | ||||
Credit spread adjustment (percent) | 0.10% | |||||
Floor rate (percent) | 0% | |||||
Mortgage loans | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 5.28% | |||||
Balance outstanding | $ 220,050,000 | 319,988,000 | ||||
Mortgage loans | Renaissance Atlanta Waverly Hotel & Convention Center | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 0% | |||||
Balance outstanding | $ 0 | 99,590,000 | ||||
Mortgage loans | Grand Bohemian Hotel Orlando, Autograph Collection | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 4.53% | |||||
Balance outstanding | $ 55,399,000 | 55,685,000 | ||||
Mortgage loans | Marriott San Francisco Airport Waterfront | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 4.63% | |||||
Balance outstanding | $ 109,651,000 | 110,153,000 | ||||
Mortgage loans | Andaz Napa | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 7.34% | |||||
Balance outstanding | $ 55,000,000 | $ 55,000,000 | 54,560,000 | |||
Term loans | Corporate Credit Facility Term Loan $125M | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal | $ 125,000,000 | |||||
Weighted average interest rate (percent) | 0% | |||||
Balance outstanding | $ 0 | 125,000,000 | ||||
Term loans | 2023 Initial Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 6.59% | |||||
Balance outstanding | $ 125,000,000 | 0 | ||||
Term loans | 2023 Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 6.59% | |||||
Balance outstanding | $ 100,000,000 | 0 | ||||
Credit facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 0% | |||||
Revolving Credit Facility | $ 0 | 0 | ||||
Credit spread adjustment (percent) | 0.10% | |||||
Floor rate (percent) | 0% | |||||
Borrowing capacity commitment | $ 450,000,000 | $ 450,000,000 | ||||
Credit facility | Revolving Line Of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 6.59% | |||||
Revolving Credit Facility | $ 0 | 0 | ||||
Credit facility | Initial Term Loan | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity commitment | $ 125,000,000 | |||||
Credit facility | Delayed Draw Term Loan | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity commitment | $ 100,000,000 | |||||
Secured debt | 2020 Senior Notes $500M | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal | $ 500,000,000 | |||||
Weighted average interest rate (percent) | 6.38% | |||||
Balance outstanding | $ 500,000,000 | 500,000,000 | ||||
Secured debt | 2021 Senior Notes $500M | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal | $ 500,000,000 | |||||
Weighted average interest rate (percent) | 4.88% | |||||
Balance outstanding | $ 500,000,000 | $ 500,000,000 |
Debt - Mortgage Loans Narrative
Debt - Mortgage Loans Narrative (Details) - USD ($) | 1 Months Ended | ||
Jan. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Balance outstanding | $ 1,445,050,000 | ||
Mortgage loans | |||
Debt Instrument [Line Items] | |||
Balance outstanding | 220,050,000 | $ 319,988,000 | |
Mortgage loans | Renaissance Atlanta Waverly Hotel & Convention Center | |||
Debt Instrument [Line Items] | |||
Outstanding balance repaid | $ 99,500,000 | ||
Balance outstanding | 0 | 99,590,000 | |
Mortgage loans | Andaz Napa | |||
Debt Instrument [Line Items] | |||
Balance outstanding | $ 55,000,000 | 55,000,000 | $ 54,560,000 |
Mortgage loans | Recourse | |||
Debt Instrument [Line Items] | |||
Aggregate principal | $ 0 |
Debt - Corporate Credit Facilit
Debt - Corporate Credit Facilities Narrative (Details) - USD ($) | 3 Months Ended | ||||
Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 10, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Line of revolving credit facility | $ 0 | ||||
Senior Unsecured Credit Facility | Credit facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity commitment | $ 675,000,000 | ||||
Revolving Credit Facility | Credit facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity commitment | $ 450,000,000 | $ 450,000,000 | |||
Credit spread adjustment (percent) | 0.10% | ||||
Floor rate (percent) | 0% | ||||
Line of revolving credit facility | 0 | $ 0 | |||
Credit facility unused borrowing capacity fee | $ 300,000 | $ 400,000 | |||
Revolving Credit Facility | Credit facility | Minimum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread (percent) | 1.45% | ||||
Revolving Credit Facility | Credit facility | Maximum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread (percent) | 2.75% | ||||
Initial Term Loan | Term loans | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity commitment | $ 125,000,000 | ||||
Delayed Draw Term Loan | Term loans | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity commitment | $ 100,000,000 |
Debt - Debt Outstanding Narrati
Debt - Debt Outstanding Narrative (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) loan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Debt outstanding | $ 1,445 | $ 1,445 | |
Weighted average interest rate (percent) | 5.72% | 5.72% | 5.65% |
Number of mortgage loans repaid | loan | 1 | ||
Write off of unamortized deferred financing cost | $ 1.1 | ||
Loan Amendments | |||
Debt Instrument [Line Items] | |||
Debt issuance costs, capitalized during the period | 5.6 | ||
Legal fees expense | $ 1.5 |
Debt - Scheduled Principal Paym
Debt - Scheduled Principal Payments and Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Principal payments and debt maturities | |||
2023 | $ 2,417 | ||
2024 | 3,355 | ||
2025 | 504,284 | ||
2026 | 280,071 | ||
2027 | 102,053 | ||
Thereafter | 552,870 | ||
Total Debt | 1,445,050 | ||
Revolving Line of Credit (matures in 2027) | 0 | ||
Loan premiums, discounts and unamortized deferred financing costs, net | (15,534) | $ (15,883) | |
Debt, net of loan premiums, discounts and unamortized deferred financing costs | $ 1,429,516 | $ 1,429,105 | |
Weighted-Average Interest Rate | |||
2023 (percent) | 4.59% | ||
2024 (percent) | 4.59% | ||
2025 (percent) | 6.36% | ||
2026 (percent) | 6.19% | ||
2027 (percent) | 4.65% | ||
Thereafter (percent) | 5.11% | ||
Total Debt (percent) | 5.72% | ||
Revolving Line of Credit (matures in 2027) (percent) | 6.59% | ||
Debt, net of loan discounts and unamortized deferred financing costs (percent) | 5.72% | 5.72% | 5.65% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Presented at Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total Mortgage and Term Loans | $ 445,050 | $ 444,988 |
Senior Notes | 1,000,000 | 1,000,000 |
Total | 1,445,050 | 1,444,988 |
Carrying Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Facility and Line of Credit | 0 | 0 |
Carrying Value | Revolving Line of Credit (2023) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Facility and Line of Credit | 0 | 0 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total Mortgage and Term Loans | 434,173 | 429,035 |
Senior Notes | 930,323 | 912,823 |
Total | 1,364,496 | 1,341,858 |
Estimated Fair Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Facility and Line of Credit | 0 | 0 |
Estimated Fair Value | Revolving Line of Credit (2023) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Facility and Line of Credit | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Level 2 | Measurement Input, Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Weighted average effective interest rate (percent) | 0.0580 | 0.0624 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Estimated federal and state combined effective rate (percent) | 31.04% | 16% |
Income tax expense | $ (5,218) | $ (1,607) |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Aggregate offering price of common stock authorized under ATM agreement | $ 200,000 | |
Number of shares sold (in shares) | 0 | 0 |
Aggregate offering price of common stock currently available under ATM agreements | $ 200,000 | |
Repurchase of common shares | $ 26,746 | $ 0 |
XHR LP (Operating Partnership) | ||
Class of Stock [Line Items] | ||
Ownership by noncontrolling owners (percent) | 4.10% | |
Number of vested units (in shares) | 1,803,513 | |
Time-Based LTIP Units and Performance-Based Class A LTIP Units | ||
Class of Stock [Line Items] | ||
Number of units outstanding, vested and nonvested (in shares) | 4,672,702 | |
Repurchase Program | ||
Class of Stock [Line Items] | ||
Stock repurchase program authorized amount | $ 275,000 | |
Shares repurchased (in shares) | 1,905,820 | 0 |
Shares repurchased, weighted average price (in dollars per share) | $ 14.03 | |
Repurchase of common shares | $ 26,700 | |
Remaining share repurchase authorization | 139,700 | |
Other Assets | ||
Class of Stock [Line Items] | ||
Offering costs | $ 1,100 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distributions (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Equity [Abstract] | |
Dividends, common shares / units (in dollars per share) | $ 0.10 |
Record Date | Mar. 31, 2023 |
Payable Date | Apr. 14, 2023 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income (loss) attributable to common stockholders | $ 6,280 | $ (5,324) |
Dividends paid on unvested share-based compensation | (67) | 0 |
Net income (loss) available to common stockholders | 6,213 | (5,324) |
Net income (loss) available to common stockholders | $ 6,213 | $ (5,324) |
Denominator: | ||
Weighted average shares outstanding - Basic (in shares) | 111,777,894 | 114,326,406 |
Effect of dilutive share-based compensation (in shares) | 259,475 | 0 |
Weighted average shares outstanding - Diluted (in shares) | 112,037,369 | 114,326,406 |
Basic and diluted income (loss) per share: | ||
Net (loss) income per share available to common stockholders - basic (in dollars per share) | $ 0.06 | $ (0.05) |
Net (loss) income per share available to common stockholders - diluted (in dollars per share) | $ 0.06 | $ (0.05) |
Anti-dilutive shares excluded from calculation of diluted earnings per share (in shares) | 423,043 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Unit Grants (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Feb. 24, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,460,319 | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 214,902 | ||
Weighted average grant date fair value (in dollars per share) | $ 12.30 | ||
Time-based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 133,393 | ||
Time-based restricted stock units | Vesting tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percent) | 33% | ||
Time-based restricted stock units | Vesting tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percent) | 33% | ||
Time-based restricted stock units | Vesting tranche three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percent) | 34% | ||
Performance-based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 81,509 | ||
Absolute TSR Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Component of total award (percent) | 25% | 25% | |
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% | 75% | |
Award vesting period (in years) | 3 years |
Share-Based Compensation - LTIP
Share-Based Compensation - LTIP Unit Grants (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Feb. 24, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,460,319 | ||
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) | 1,245,417 | ||
Weighted average grant date fair value (in dollars per share) | $ 8.41 | ||
Time-Based LTIP Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 137,617 | ||
Time-Based LTIP Units | Vesting tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percent) | 33% | ||
Time-Based LTIP Units | Vesting tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percent) | 33% | ||
Time-Based LTIP Units | Vesting tranche three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights (percent) | 34% | ||
Performance-Based Class A LTIP Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,107,800 | ||
Quarterly per-unit distribution on non-vested awards as percentage of distribution on common units in the Operating Partnership (percent) | 10% | ||
Absolute TSR Class A LTIP Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Component of total award (percent) | 25% | 25% | |
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% | 75% | |
Award vesting period (in years) | 3 years |
Share-Based Compensation - Unve
Share-Based Compensation - Unvested Incentive Awards (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Unvested incentive awards | ||
Unvested as of beginning of period (in shares) | 1,945,306 | |
Granted (in shares) | 1,460,319 | |
Vested (in shares) | (162,104) | |
Forfeited (in shares) | (2,679) | |
Unvested as of end of period (in shares) | 3,240,842 | |
Weighted average fair value of unvested shares/units (in dollars per share) | $ 10.14 | |
Common Stock | ||
Unvested incentive awards | ||
Shares withheld upon settlement of awards to satisfy minimum tax withholding requirements (in shares) | 17,613 | 16,478 |
Restricted Stock Units | ||
Unvested incentive awards | ||
Unvested as of beginning of period (in shares) | 224,677 | |
Granted (in shares) | 214,902 | |
Vested (in shares) | (65,247) | |
Forfeited (in shares) | (2,679) | |
Unvested as of end of period (in shares) | 371,653 | |
Weighted average fair value of unvested shares/units (in dollars per share) | $ 13.45 | |
LTIP Units | ||
Unvested incentive awards | ||
Unvested as of beginning of period (in shares) | 1,720,629 | |
Granted (in shares) | 1,245,417 | |
Vested (in shares) | (96,857) | |
Forfeited (in shares) | 0 | |
Unvested as of end of period (in shares) | 2,869,189 | |
Weighted average fair value of unvested shares/units (in dollars per share) | $ 9.71 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used in Fair Value of Performance Awards (Details) - $ / shares | 3 Months Ended | |
Feb. 24, 2023 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Date Fair Value by Component (in dollars per share) | $ 10.14 | |
Absolute TSR Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Total Award | 25% | 25% |
Grant Date Fair Value by Component (in dollars per share) | $ 8.89 | |
Volatility | 43.56% | |
Interest Rate, minimum | 4.58% | |
Interest Rate, maximum | 5.11% | |
Dividend Yield | 2.80% | |
Relative TSR Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Total Award | 75% | 75% |
Grant Date Fair Value by Component (in dollars per share) | $ 9.08 | |
Volatility | 43.56% | |
Interest Rate, minimum | 4.58% | |
Interest Rate, maximum | 5.11% | |
Dividend Yield | 2.80% | |
Absolute TSR Class A LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Total Award | 25% | 25% |
Grant Date Fair Value by Component (in dollars per share) | $ 8.89 | |
Volatility | 43.56% | |
Interest Rate, minimum | 4.58% | |
Interest Rate, maximum | 5.11% | |
Dividend Yield | 2.80% | |
Relative TSR Class A LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Total Award | 75% | 75% |
Grant Date Fair Value by Component (in dollars per share) | $ 8.81 | |
Volatility | 43.56% | |
Interest Rate, minimum | 4.58% | |
Interest Rate, maximum | 5.11% | |
Dividend Yield | 2.80% |
Share-Based Compensation - Shar
Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation costs | $ 22.5 | |
Unrecognized compensation costs period for recognition | 2 years 14 days | |
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 | $ 2.6 | $ 2.2 |
Management | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation capitalized amount | $ 0.1 | $ 0.2 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Leases | |
Weighted-average remaining lease term, including reasonably certain extension options | 20 years |
Weighted-average discount rate (percent) | 5.71% |
ROU asset | $ 18,488 |
Lease liability | 19,628 |
Operating lease rent expense | 533 |
Variable lease costs | 996 |
Total rent and variable lease costs | $ 1,529 |
Weighted-average remaining lease term including available extension options | 56 years |
ROU asset, consolidated balance sheet line item | Other assets |
Lease liability, consolidated balance sheet line item | Other liabilities |
Commitments and Contingencies_2
Commitments and Contingencies - Remaining Lease Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Remaining Lease Payments | |
2023 (excluding the three months ended March 31, 2023) | $ 1,606 |
2024 | 2,157 |
2025 | 2,172 |
2026 | 2,188 |
2027 | 2,204 |
Thereafter | 24,444 |
Total undiscounted lease payments | 34,771 |
Less imputed interest | (15,143) |
Lease liability | $ 19,628 |
Commitments and Contingencies_3
Commitments and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) renewal_period | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Other Commitments [Line Items] | |||
Restricted cash and escrows | $ 58,206 | $ 40,158 | $ 60,807 |
Renovations at certain hotel properties | |||
Other Commitments [Line Items] | |||
Commitments outstanding with third parties | 11,000 | ||
Hotel furniture, fixtures, and equipment reserves | |||
Other Commitments [Line Items] | |||
Restricted cash and escrows | 43,500 | $ 46,300 | |
Management and franchise fees | |||
Other Commitments [Line Items] | |||
Management and franchise fees | $ 10,189 | $ 7,626 | |
Management agreements for brand-managed hotels | |||
Other Commitments [Line Items] | |||
Agreement average remaining term assuming all renewal periods exercised (in years) | 27 years | ||
Management agreements for brand-managed hotels | Minimum | |||
Other Commitments [Line Items] | |||
Agreement term (in years) | 10 years | ||
Number of renewal periods | renewal_period | 1 | ||
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) | 6 years | ||
Management agreements for franchised hotels | Minimum | |||
Other Commitments [Line Items] | |||
Agreement term (in years) | 15 years | ||
Management agreements for franchised hotels | Maximum | |||
Other Commitments [Line Items] | |||
Agreement term (in years) | 20 years | ||
Franchise agreements | |||
Other Commitments [Line Items] | |||
Agreement average remaining initial term (in years) | 10 years | ||
Franchise agreements | Maximum | |||
Other Commitments [Line Items] | |||
Agreement term (in years) | 20 years |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
May 03, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Repurchase of common shares | $ 26,746 | $ 0 | |
Repurchase Program | |||
Subsequent Event [Line Items] | |||
Shares repurchased (in shares) | 1,905,820 | 0 | |
Shares repurchased, weighted average price (in dollars per share) | $ 14.03 | ||
Repurchase of common shares | $ 26,700 | ||
Repurchase Program | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Shares repurchased (in shares) | 1,175,286 | ||
Shares repurchased, weighted average price (in dollars per share) | $ 12.75 | ||
Repurchase of common shares | $ 15,000 |