RLJ Lodging Trust - Quarter Report: 2022 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended March 31, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission File Number 001-35169
RLJ LODGING TRUST
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 27-4706509 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| 3 Bethesda Metro Center, Suite 1000 | |||||||||||
| Bethesda, | Maryland | 20814 | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(301) 280-7777
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12 (b) of the Exchange Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||||||||||||
| Common Shares of beneficial interest, par value $0.01 per share | RLJ | New York Stock Exchange | ||||||||||||
| $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share | RLJ-A | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of April 28, 2022, 166,843,586 common shares of beneficial interest of the Registrant, $0.01 par value per share, were outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| Consolidated Financial Statements (unaudited) | ||||||||
ii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(unaudited)
| March 31, 2022 | December 31, 2021 | ||||||||||
| Assets | |||||||||||
| Investment in hotel properties, net | $ | 4,155,048 | $ | 4,219,116 | |||||||
| Investment in unconsolidated joint ventures | 6,644 | 6,522 | |||||||||
| Cash and cash equivalents | 479,047 | 665,341 | |||||||||
| Restricted cash reserves | 43,254 | 48,528 | |||||||||
| Hotel and other receivables, net of allowance of $322 and $274, respectively | 37,876 | 31,091 | |||||||||
| Lease right-of-use assets | 143,606 | 144,988 | |||||||||
| Prepaid expense and other assets | 56,182 | 33,390 | |||||||||
| Total assets | $ | 4,921,657 | $ | 5,148,976 | |||||||
| Liabilities and Equity | |||||||||||
| Debt, net | $ | 2,210,725 | $ | 2,409,438 | |||||||
| Accounts payable and other liabilities | 129,962 | 155,136 | |||||||||
| Advance deposits and deferred revenue | 21,434 | 20,047 | |||||||||
| Lease liabilities | 122,326 | 123,031 | |||||||||
| Accrued interest | 8,210 | 19,110 | |||||||||
| Distributions payable | 8,208 | 8,347 | |||||||||
| Total liabilities | 2,500,865 | 2,735,109 | |||||||||
| Commitments and Contingencies (Note 10) | |||||||||||
| Equity | |||||||||||
| Shareholders’ equity: | |||||||||||
| Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized | |||||||||||
| Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at March 31, 2022 and December 31, 2021 | 366,936 | 366,936 | |||||||||
| Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 166,843,586 and 166,503,062 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 1,668 | 1,665 | |||||||||
| Additional paid-in capital | 3,097,166 | 3,092,883 | |||||||||
| Distributions in excess of net earnings | (1,069,769) | (1,046,739) | |||||||||
| Accumulated other comprehensive income (loss) | 11,214 | (17,113) | |||||||||
| Total shareholders’ equity | 2,407,215 | 2,397,632 | |||||||||
| Noncontrolling interests: | |||||||||||
| Noncontrolling interest in the Operating Partnership | 6,209 | 6,316 | |||||||||
| Noncontrolling interest in consolidated joint ventures | 7,368 | 9,919 | |||||||||
| Total noncontrolling interests | 13,577 | 16,235 | |||||||||
| Total equity | 2,420,792 | 2,413,867 | |||||||||
| Total liabilities and equity | $ | 4,921,657 | $ | 5,148,976 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
RLJ Lodging Trust
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Amounts in thousands, except share and per share data)
(unaudited)
| For the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Revenues | |||||||||||
| Operating revenues | |||||||||||
| Room revenue | $ | 205,779 | $ | 102,772 | |||||||
| Food and beverage revenue | 20,901 | 6,242 | |||||||||
| Other revenue | 16,219 | 10,538 | |||||||||
| Total revenues | 242,899 | 119,552 | |||||||||
| Expenses | |||||||||||
| Operating expenses | |||||||||||
| Room expense | 53,828 | 29,427 | |||||||||
| Food and beverage expense | 16,169 | 4,556 | |||||||||
| Management and franchise fee expense | 20,388 | 5,361 | |||||||||
| Other operating expense | 68,654 | 49,120 | |||||||||
| Total property operating expenses | 159,039 | 88,464 | |||||||||
| Depreciation and amortization | 46,865 | 46,943 | |||||||||
| Impairment losses | — | 5,946 | |||||||||
| Property tax, insurance and other | 22,513 | 20,081 | |||||||||
| General and administrative | 14,134 | 10,800 | |||||||||
| Transaction costs | 62 | 60 | |||||||||
| Total operating expenses | 242,613 | 172,294 | |||||||||
| Other income, net | 7,285 | 465 | |||||||||
| Interest income | 172 | 384 | |||||||||
| Interest expense | (24,561) | (27,895) | |||||||||
| Gain on sale of hotel properties, net | 1,417 | 1,083 | |||||||||
| Loss before equity in income (loss) from unconsolidated joint ventures | (15,401) | (78,705) | |||||||||
| Equity in income (loss) from unconsolidated joint ventures | 122 | (298) | |||||||||
| Loss before income tax expense | (15,279) | (79,003) | |||||||||
| Income tax expense | (190) | (114) | |||||||||
| Net loss | (15,469) | (79,117) | |||||||||
| Net loss attributable to noncontrolling interests: | |||||||||||
| Noncontrolling interest in the Operating Partnership | 104 | 396 | |||||||||
| Noncontrolling interest in consolidated joint ventures | 118 | 736 | |||||||||
| Net loss attributable to RLJ | (15,247) | (77,985) | |||||||||
| Preferred dividends | (6,279) | (6,279) | |||||||||
| Net loss attributable to common shareholders | $ | (21,526) | $ | (84,264) | |||||||
| Basic and diluted per common share data: | |||||||||||
| Net loss per share attributable to common shareholders | $ | (0.13) | $ | (0.51) | |||||||
| Weighted-average number of common shares | 164,179,661 | 163,826,009 | |||||||||
2
| Comprehensive income (loss): | |||||||||||
| Net loss | $ | (15,469) | $ | (79,117) | |||||||
| Unrealized gain on interest rate derivatives | 34,193 | 16,720 | |||||||||
| Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | (5,866) | — | |||||||||
| Comprehensive income (loss) | 12,858 | (62,397) | |||||||||
| Comprehensive loss attributable to noncontrolling interests: | |||||||||||
| Noncontrolling interest in the Operating Partnership | 104 | 396 | |||||||||
| Noncontrolling interest in consolidated joint ventures | 118 | 736 | |||||||||
| Comprehensive income (loss) attributable to RLJ | $ | 13,080 | $ | (61,265) | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
(unaudited)
| Shareholders’ Equity | Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Par Value | Additional Paid-in Capital | Distributions in excess of net earnings | Accumulated Other Comprehensive (Loss) Income | Operating Partnership | Consolidated Joint Ventures | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 12,879,475 | $ | 366,936 | 166,503,062 | $ | 1,665 | $ | 3,092,883 | $ | (1,046,739) | $ | (17,113) | $ | 6,316 | $ | 9,919 | $ | 2,413,867 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (15,247) | — | (104) | (118) | (15,469) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate derivatives | — | — | — | — | — | — | 34,193 | — | — | 34,193 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | — | — | — | — | — | — | (5,866) | — | — | (5,866) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from consolidated joint venture partners | — | — | — | — | — | — | — | — | 156 | 156 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to consolidated joint venture partners | — | — | — | — | — | — | — | — | (2,589) | (2,589) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | — | — | 432,779 | 4 | (4) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of share-based compensation | — | — | — | — | 5,555 | — | — | — | — | 5,555 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | — | — | (87,626) | (1) | (1,268) | — | — | — | — | (1,269) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock | — | — | (4,629) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on preferred shares | — | — | — | — | — | (6,279) | — | — | — | (6,279) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on common shares and units | — | — | — | — | — | (1,504) | — | (3) | — | (1,507) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 12,879,475 | $ | 366,936 | 166,843,586 | $ | 1,668 | $ | 3,097,166 | $ | (1,069,769) | $ | 11,214 | $ | 6,209 | $ | 7,368 | $ | 2,420,792 | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
(unaudited)
| Shareholders’ Equity | Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Par Value | Additional Paid-in Capital | Distributions in excess of net earnings | Accumulated Other Comprehensive Loss | Operating Partnership | Consolidated Joint Ventures | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 12,879,475 | $ | 366,936 | 165,002,752 | $ | 1,650 | $ | 3,077,142 | $ | (710,161) | $ | (69,050) | $ | 7,869 | $ | 13,002 | $ | 2,687,388 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (77,985) | — | (396) | (736) | (79,117) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate derivatives | — | — | — | — | — | — | 16,720 | — | — | 16,720 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from consolidated joint venture partners | — | — | — | — | — | — | — | — | 99 | 99 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of share-based compensation | — | — | — | — | 2,944 | — | — | — | — | 2,944 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock | — | — | (83,244) | (1) | (1,262) | — | — | — | — | (1,263) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock | — | — | (1,382) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on preferred shares | — | — | — | — | — | (6,279) | — | — | — | (6,279) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on common shares and units | — | — | — | — | — | (1,281) | — | (3) | — | (1,284) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 12,879,475 | $ | 366,936 | 164,918,126 | $ | 1,649 | $ | 3,078,824 | $ | (795,706) | $ | (52,330) | $ | 7,470 | $ | 12,365 | $ | 2,619,208 | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
RLJ Lodging Trust
Consolidated Statements of Cash Flows
(Amounts in thousands)
(unaudited)
| For the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (15,469) | $ | (79,117) | |||||||
| Adjustments to reconcile net loss to cash flow provided by (used in) operating activities: | |||||||||||
| Gain on sale of hotel properties, net | (1,417) | (1,083) | |||||||||
| Depreciation and amortization | 46,865 | 46,943 | |||||||||
| Amortization of deferred financing costs | 1,684 | 1,321 | |||||||||
| Other amortization | 403 | (615) | |||||||||
| Reclassification of unrealized gains on discontinued cash flow hedges to other income, net | (5,866) | — | |||||||||
| Equity in (income) loss from unconsolidated joint ventures | (122) | 298 | |||||||||
| Impairment losses | — | 5,946 | |||||||||
| Amortization of share-based compensation | 5,184 | 2,752 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Hotel and other receivables, net | (6,946) | (5,708) | |||||||||
| Prepaid expense and other assets | (4,254) | (4,192) | |||||||||
| Accounts payable and other liabilities | (320) | 1,331 | |||||||||
| Advance deposits and deferred revenue | 1,449 | (3,966) | |||||||||
| Accrued interest | (10,900) | 7,082 | |||||||||
| Net cash flow provided by (used in) operating activities | 10,291 | (29,008) | |||||||||
| Cash flows from investing activities | |||||||||||
| Proceeds from sales of hotel properties, net | 34,125 | 3,990 | |||||||||
| Improvements and additions to hotel properties | (24,334) | (9,901) | |||||||||
| Contributions to unconsolidated joint ventures | — | (165) | |||||||||
| Net cash flow provided by (used in) investing activities | 9,791 | (6,076) | |||||||||
| Cash flows from financing activities | |||||||||||
| Repayment of Revolver | (200,000) | (200,000) | |||||||||
| Scheduled mortgage loan principal payments | — | (900) | |||||||||
| Repayments of Term Loans | — | (8,475) | |||||||||
| Repurchase of common shares to satisfy employee tax withholding requirements | (1,269) | (1,263) | |||||||||
| Distributions on preferred shares | (6,279) | (6,279) | |||||||||
| Distributions on common shares | (1,666) | (1,650) | |||||||||
| Distributions on and redemption of Operating Partnership units | (3) | (3) | |||||||||
| Contributions from consolidated joint venture partners | 156 | 99 | |||||||||
| Distribution to consolidated joint venture partners | (2,589) | — | |||||||||
| Net cash flow used in financing activities | (211,650) | (218,471) | |||||||||
| Net change in cash, cash equivalents, and restricted cash reserves | (191,568) | (253,555) | |||||||||
| Cash, cash equivalents, and restricted cash reserves, beginning of year | 713,869 | 934,790 | |||||||||
| Cash, cash equivalents, and restricted cash reserves, end of period | $ | 522,301 | $ | 681,235 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
RLJ Lodging Trust
Notes to the Consolidated Financial Statements
(unaudited)
1. General
Organization
RLJ Lodging Trust (the "Company") was formed as a Maryland real estate investment trust ("REIT") on January 31, 2011. The Company is a self-advised and self-administered REIT that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. The Company elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2011.
Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through, RLJ Lodging Trust, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of March 31, 2022, there were 167,615,417 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.5% of the outstanding OP units.
As of March 31, 2022, the Company owned 97 hotel properties with approximately 21,400 rooms, located in 22 states and the District of Columbia. The Company, through wholly-owned subsidiaries, owned a 100% interest in 95 of its hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. The Company consolidates its real estate interests in the 96 hotel properties in which it holds a controlling interest, and the Company records the real estate interest in one hotel property in which it holds an indirect 50% non-controlling interest using the equity method of accounting. The Company leases 96 of the 97 hotel properties to its taxable REIT subsidiaries ("TRS"), of which the Company owns a controlling financial interest.
COVID-19
The global outbreak of the novel coronavirus, or COVID-19, and the public health measures that have been undertaken in response have had, and will likely continue to have, a material impact on the Company's financial results and liquidity. Since the extent to which the COVID-19 pandemic will continue to impact the Company's operations will depend on future developments that are highly uncertain, the Company cannot estimate the impact on its business, financial condition or near- or longer-term financial or operational results with reasonable certainty.
2. Summary of Significant Accounting Policies
The Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on February 24, 2022 (the "Annual Report"), contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no significant changes to the Company's significant accounting policies since December 31, 2021.
Basis of Presentation and Principles of Consolidation
The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income (loss), statements of changes in equity and statements of cash flows.
The unaudited 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, 2021, included in the Annual Report.
The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interest in one hotel property in which it holds a 50% non-controlling interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.
7
Reclassifications
Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net loss and comprehensive income (loss), shareholders’ equity or cash flows.
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Given the additional and unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate that was discontinued at the end of 2021 because of reference rate reform. The guidance was effective upon issuance and expires on December 31, 2022. Based on the Company's assessment, there was no material impact arising from this guidance and the Company did not elect to apply any of the optional expedients.
3. Investment in Hotel Properties
Investment in hotel properties consisted of the following (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Land and improvements | $ | 972,633 | $ | 975,688 | |||||||
| Buildings and improvements | 3,964,442 | 4,001,875 | |||||||||
| Furniture, fixtures and equipment | 689,967 | 691,057 | |||||||||
| 5,627,042 | 5,668,620 | ||||||||||
| Accumulated depreciation | (1,471,994) | (1,449,504) | |||||||||
| Investment in hotel properties, net | $ | 4,155,048 | $ | 4,219,116 | |||||||
For the three months ended March 31, 2022 and 2021, the Company recognized depreciation expense related to its investment in hotel properties of approximately $46.7 million and $46.8 million, respectively.
Impairments
During the three months ended March 31, 2021, the Company evaluated the recoverability of two hotel properties and recorded impairment losses of $5.9 million to adjust the hotels' carrying amounts to their estimated fair values. The fair values were determined based on the contractual sales price pursuant to an executed purchase and sale agreement (a Level 2 measurement in the fair value hierarchy). The sales of these hotel properties closed in May 2021. There was no impairment recorded during the three months ended March 31, 2022.
4. Sale of Hotel Properties
In connection with the sale of hotel properties for the three months ended March 31, 2022 and 2021, the Company recorded a net gain of $1.4 million and $1.1 million, respectively.
During the three months ended March 31, 2022, the Company sold the following hotel property for a sales price of approximately $35.5 million:
| Hotel Property Name | Location | Sale Date | Rooms | |||||||||||||||||
| Marriott Denver Airport @ Gateway Park | Aurora, CO | March 8, 2022 | 238 | |||||||||||||||||
8
During the three months ended March 31, 2021, the Company sold the following hotel property for a sales price of approximately $4.4 million:
| Hotel Property Name | Location | Sale Date | Rooms | |||||||||||||||||
| Courtyard Houston Sugarland | Stafford, TX | January 21, 2021 | 112 | |||||||||||||||||
5. Revenue
| For the three months ended March 31, 2022 | For the three months ended March 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Room Revenue | Food and Beverage Revenue | Other Revenue | Total Revenue | Room Revenue | Food and Beverage Revenue | Other Revenue | Total Revenue | ||||||||||||||||||||||||||||||||||||||||
| South Florida | $ | 37,411 | $ | 4,739 | $ | 2,222 | $ | 44,372 | $ | 20,827 | $ | 2,364 | $ | 1,756 | $ | 24,947 | |||||||||||||||||||||||||||||||
| Southern California | 23,591 | 1,661 | 2,158 | 27,410 | 11,905 | 339 | 1,407 | 13,651 | |||||||||||||||||||||||||||||||||||||||
| Northern California | 20,207 | 1,613 | 1,037 | 22,857 | 8,844 | 218 | 700 | 9,762 | |||||||||||||||||||||||||||||||||||||||
| Chicago | 8,960 | 1,622 | 460 | 11,042 | 6,392 | 683 | 358 | 7,433 | |||||||||||||||||||||||||||||||||||||||
| Houston | 8,528 | 569 | 867 | 9,964 | 5,323 | 98 | 668 | 6,089 | |||||||||||||||||||||||||||||||||||||||
| Austin | 8,382 | 671 | 740 | 9,793 | 3,607 | 223 | 478 | 4,308 | |||||||||||||||||||||||||||||||||||||||
| Washington DC | 8,326 | 117 | 590 | 9,033 | 4,135 | 29 | 284 | 4,448 | |||||||||||||||||||||||||||||||||||||||
| New York City | 7,662 | 789 | 473 | 8,924 | 3,238 | 17 | 129 | 3,384 | |||||||||||||||||||||||||||||||||||||||
| Atlanta | 7,685 | 385 | 825 | 8,895 | 3,148 | 68 | 493 | 3,709 | |||||||||||||||||||||||||||||||||||||||
| New Orleans | 7,856 | 164 | 697 | 8,717 | 2,350 | — | 383 | 2,733 | |||||||||||||||||||||||||||||||||||||||
| Denver | 6,552 | 1,727 | 321 | 8,600 | 2,202 | 398 | 330 | 2,930 | |||||||||||||||||||||||||||||||||||||||
| Charleston | 6,738 | 1,196 | 502 | 8,436 | 3,177 | 300 | 402 | 3,879 | |||||||||||||||||||||||||||||||||||||||
| Orlando | 6,507 | 595 | 1,045 | 8,147 | 2,847 | 133 | 825 | 3,805 | |||||||||||||||||||||||||||||||||||||||
| Tampa | 6,492 | 766 | 606 | 7,864 | 2,847 | 384 | 313 | 3,544 | |||||||||||||||||||||||||||||||||||||||
| Louisville | 4,845 | 1,993 | 879 | 7,717 | 1,781 | 368 | 355 | 2,504 | |||||||||||||||||||||||||||||||||||||||
| Other | 36,037 | 2,294 | 2,797 | 41,128 | 20,149 | 620 | 1,657 | 22,426 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 205,779 | $ | 20,901 | $ | 16,219 | $ | 242,899 | $ | 102,772 | $ | 6,242 | $ | 10,538 | $ | 119,552 | |||||||||||||||||||||||||||||||
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6. Debt
The Company's debt consisted of the following (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Senior Notes, net | $ | 987,534 | $ | 986,942 | |||||||
| Revolver | — | 200,000 | |||||||||
| Term Loans, net | 815,439 | 815,004 | |||||||||
| Mortgage loans, net | 407,752 | 407,492 | |||||||||
| Debt, net | $ | 2,210,725 | $ | 2,409,438 | |||||||
Senior Notes
As of March 31, 2022 and December 31, 2021, respectively, the Company's Senior Notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands):
| Carrying Value at | ||||||||||||||||||||||||||
| Interest Rate | Maturity Date | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||
| Senior Notes due 2029 | 4.00% | September 2029 | $ | 500,000 | $ | 500,000 | ||||||||||||||||||||
| Senior Notes due 2026 | 3.75% | July 2026 | 500,000 | 500,000 | ||||||||||||||||||||||
| 1,000,000 | 1,000,000 | |||||||||||||||||||||||||
| Deferred financing costs, net | (12,466) | (13,058) | ||||||||||||||||||||||||
| Total senior notes, net | $ | 987,534 | $ | 986,942 | ||||||||||||||||||||||
The indentures governing the Senior Notes contain customary covenants that will limit the Operating Partnership’s ability and, in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These limitations are subject to a number of exceptions and qualifications set forth in the indentures.
A summary of the various restrictive covenants for the Senior Notes are as follows:
| Covenant | Compliance | |||||||||||||
| Maintenance Covenant | ||||||||||||||
| Unencumbered Asset to Unencumbered Debt Ratio | > 150.0% | Yes | ||||||||||||
| Incurrence Covenants | ||||||||||||||
| Consolidated Indebtedness less than Adjusted Total Assets | < .65x | Yes | ||||||||||||
| Consolidated Secured Indebtedness less than Adjusted Total Assets | < .45x | Yes | ||||||||||||
| Interest Coverage Ratio | > 1.5x | Yes | ||||||||||||
As of March 31, 2022 and December 31, 2021, the Company was in compliance with all covenants associated with the Senior Notes.
Revolver and Term Loans
The Company has the following credit agreements in place:
•$600.0 million revolving credit facility with a scheduled maturity date of May 18, 2024 and a one year extension option if certain conditions are satisfied (the "Revolver");
•$400.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023");
•$225.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"); and
•$150.0 million term loan with a scheduled maturity date of June 10, 2023 (the "$150 Million Term Loan Maturing 2023"); and
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•$400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025").
The $400 Million Term Loan Maturing 2023, the $225 Million Term Loan Maturing 2023, $150 Million Term Loan Maturing 2023, and the $400 Million Term Loan Maturing 2025 are collectively the "Term Loans."
The Company's credit agreements consisted of the following (dollars in thousands):
| Carrying Value at | ||||||||||||||||||||||||||
| Interest Rate at March 31, 2022 (1) | Maturity Date | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||
| Revolver (2) | 2.95% | May 2024 | $ | — | $ | 200,000 | ||||||||||||||||||||
| $400 Million Term Loan Maturing 2023 | 4.69% | January 2023 (4) | 203,944 | 203,944 | ||||||||||||||||||||||
| $225 Million Term Loan Maturing 2023 | 4.27% | January 2023 (5) | 114,718 | 114,718 | ||||||||||||||||||||||
| $150 Million Term Loan Maturing 2023 | 4.18% | June 2023 (6) | 100,000 | 100,000 | ||||||||||||||||||||||
| $400 Million Term Loan Maturing 2025 | 4.00% | May 2025 | 400,000 | 400,000 | ||||||||||||||||||||||
| 818,662 | 1,018,662 | |||||||||||||||||||||||||
| Deferred financing costs, net (3) | (3,223) | (3,658) | ||||||||||||||||||||||||
| Total Revolver and Term Loans, net | $ | 815,439 | $ | 1,015,004 | ||||||||||||||||||||||
(1)Interest rate at March 31, 2022 gives effect to interest rate hedges.
(2)At March 31, 2022 and December 31, 2021, there was $600.0 million and $400.0 million of remaining capacity on the Revolver, respectively. The Company also has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied.
(3)Excludes $2.6 million and $2.9 million as of March 31, 2022 and December 31, 2021, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets.
(4)This term loan includes a one-year extension option for approximately $151.7 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions.
(5)This term loan includes a one-year extension option for approximately $73.0 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions.
(6)The Company has the option to extend the maturity one additional year to June 2024.
The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows:
| Covenant | Compliance | |||||||||||||
| Leverage ratio (1) | <= 7.00x | N/A (3) | ||||||||||||
| Fixed charge coverage ratio (2) | >= 1.50x | N/A (3) | ||||||||||||
| Secured indebtedness ratio | <= 45.0% | N/A (3) | ||||||||||||
| Unencumbered indebtedness ratio | <= 60.0% | N/A (3) | ||||||||||||
| Unencumbered debt service coverage ratio | >= 2.00x | N/A (3) | ||||||||||||
| Maintain minimum liquidity level | >= $150.0 million | Yes | ||||||||||||
(1)Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements.
(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid.
(3)The Company is not currently required to comply with these covenants, see details below.
The Company's financial maintenance covenants under the Revolver and the Term Loan agreements are waived through the fiscal quarter ending March 31, 2022 (the “Covenant Relief Period”). In addition, for periods following the Covenant Relief Period, certain covenant thresholds have been modified. If the Company assesses that it is unlikely to meet the financial covenant thresholds for periods following the Covenant Relief Period, then the Company will seek an extension of the Covenant Relief Period.
In April 2022, the Company also amended the Revolver and Term Loans to allow for repurchases of the Company's shares up to $50.0 million with either cash on hand, cash from operations, or disposition proceeds.
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Mortgage Loans
The Company's mortgage loans consisted of the following (dollars in thousands):
| Carrying Value at | |||||||||||||||||||||||||||||||||||
| Number of Assets Encumbered | Interest Rate at March 31, 2022 | Maturity Date | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||
| Mortgage loan (1) | 7 | 3.30% | (3) | April 2022 | (4) | $ | 200,000 | $ | 200,000 | ||||||||||||||||||||||||||
| Mortgage loan (1) | 3 | 2.53% | (3) | April 2024 | (5) | 96,000 | 96,000 | ||||||||||||||||||||||||||||
| Mortgage loan (1) | 4 | 3.43% | (3) | April 2024 | (5) | 85,000 | 85,000 | ||||||||||||||||||||||||||||
| Mortgage loan (2) | 1 | 5.06% | January 2029 | 27,463 | 27,554 | ||||||||||||||||||||||||||||||
| 15 | 408,463 | 408,554 | |||||||||||||||||||||||||||||||||
| Deferred financing costs, net | (711) | (1,062) | |||||||||||||||||||||||||||||||||
| Total mortgage loans, net | $ | 407,752 | $ | 407,492 | |||||||||||||||||||||||||||||||
(1)The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity.
(2)Includes $2.5 million and $2.6 million at March 31, 2022 and December 31, 2021, respectively, related to a fair value adjustment on this mortgage loan.
(3)Interest rate at March 31, 2022 gives effect to interest rate hedges.
(4)The mortgage loan provides two one year extension options. In April 2022, the Company exercised the first option to extend the maturity to April 2023.
(5)The mortgage loan provides two one year extension options.
Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. During the cash trap event, the lender or servicer of the mortgage loan controls cash outflows until the loan is covenant compliant. In addition certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. At March 31, 2022 and December 31, 2021, one and two mortgage loans, respectively, were in cash trap events. In addition, the DSCR covenant for one mortgage loan has been waived through December 31, 2022.
At March 31, 2022 and December 31, 2021, there was approximately $15.7 million and $22.4 million, respectively, of restricted cash held by lenders due to cash trap events.
Interest Expense
The components of the Company's interest expense consisted of the following (in thousands):
| For the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Senior Notes | $ | 9,743 | $ | 5,942 | |||||||
| Revolver and Term Loans | 9,968 | 17,178 | |||||||||
| Mortgage loans | 3,210 | 3,454 | |||||||||
| Amortization of deferred financing costs | 1,684 | 1,321 | |||||||||
| Non-cash interest expense related to interest rate hedges | (44) | — | |||||||||
| Total interest expense | $ | 24,561 | $ | 27,895 | |||||||
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7. Derivatives and Hedging Activities
The following interest rate swaps have been designated as cash flow hedges (in thousands):
| Notional value at | Fair value at | |||||||||||||||||||||||||||||||||||||
| Hedge type | Interest rate | Maturity | March 31, 2022 | December 31, 2021 | March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||
| Swap-cash flow (1) | 2.29% | December 2022 | $ | 200,000 | $ | 200,000 | $ | (1,566) | $ | (4,077) | ||||||||||||||||||||||||||||
| Swap-cash flow (1) | 2.29% | December 2022 | 125,000 | 125,000 | (977) | (2,545) | ||||||||||||||||||||||||||||||||
| Swap-cash flow (2) | 2.38% | December 2022 | — | 87,780 | — | (1,879) | ||||||||||||||||||||||||||||||||
| Swap-cash flow (2) | 2.38% | December 2022 | — | 36,875 | — | (789) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 2.39% | December 2023 | 75,000 | 75,000 | (314) | (2,504) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 2.51% | December 2023 | 75,000 | 75,000 | (478) | (2,692) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 2.75% | November 2023 | 100,000 | 100,000 | (1,112) | (3,893) | ||||||||||||||||||||||||||||||||
| Swap-cash flow (3) | 1.28% | September 2022 | 24,662 | 100,000 | (47) | (759) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 1.24% | September 2025 | 150,000 | 150,000 | 5,703 | (860) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 1.16% | April 2024 | 50,000 | 50,000 | 1,167 | (338) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 1.20% | April 2024 | 50,000 | 50,000 | 1,123 | (387) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 1.15% | April 2024 | 50,000 | 50,000 | 1,176 | (327) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 1.10% | April 2024 | 50,000 | 50,000 | 1,230 | (267) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 0.98% | April 2024 | 25,000 | 25,000 | 679 | (61) | ||||||||||||||||||||||||||||||||
| Swap-cash flow | 0.95% | April 2024 | 25,000 | 25,000 | 695 | (43) | ||||||||||||||||||||||||||||||||
| Swap-cash flow (4) | 0.93% | April 2024 | 25,000 | 25,000 | 705 | (31) | ||||||||||||||||||||||||||||||||
| Swap-cash flow (4) | 0.90% | April 2024 | 25,000 | 25,000 | 722 | (13) | ||||||||||||||||||||||||||||||||
| Swap-cash flow (4) | 0.85% | December 2024 | 50,000 | 50,000 | 2,023 | 221 | ||||||||||||||||||||||||||||||||
| Swap-cash flow (4) | 0.75% | December 2024 | 50,000 | 50,000 | 2,159 | 372 | ||||||||||||||||||||||||||||||||
| Swap-cash flow (4) | 0.65% | January 2026 | 50,000 | 50,000 | 3,147 | 955 | ||||||||||||||||||||||||||||||||
| $ | 1,199,662 | $ | 1,399,655 | $ | 16,035 | $ | (19,917) | |||||||||||||||||||||||||||||||
(1)In June 2021, the Company dedesignated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of $4.4 million of unrealized losses included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). The portion of the swaps that were dedesignated were subsequently redesignated and the amounts related to the initial fair values of $4.4 million that were recorded in other comprehensive income (loss) during the new hedging relationship were reclassified to earnings on a straight line basis over the remaining life of these swaps.
(2)In June 2021, the Company terminated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring and paid approximately $6.2 million to terminate a portion of these swaps. In February 2022, the Company paid a total of approximately $1.5 million to terminate these swaps and will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of these swaps.
(3)In February 2022, the Company terminated approximately $75.3 million of the original $100.0 million notional value of this swap as the hedged forecasted transactions were no longer probable of occurring. As part of the swap termination, the Company paid approximately $0.2 million to terminate a portion of this swap. The Company will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of the swap.
(4)In February 2022, the Company dedesignated these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of approximately $5.9 million of unrealized gains included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). These swaps were subsequently redesignated and the amounts related to the initial fair value of $5.9 million that are recorded in other comprehensive income (loss) during the new hedging relationship will be reclassified to earnings on a straight line basis over the remaining life of these swaps.
As of March 31, 2022 and December 31, 2021, the aggregate fair value of the interest rate swap liabilities of $4.5 million and $21.5 million, respectively, was included in accounts payable and other liabilities in the accompanying consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the aggregate fair value of the interest rate swap assets of $20.5 million and $1.5 million, respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets.
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As of March 31, 2022, there was approximately $11.2 million of unrealized gains included in accumulated other comprehensive income (loss) related to interest rate swaps. As of December 31, 2021, there was approximately $17.1 million of unrealized losses included in accumulated other comprehensive income (loss) related to interest rate swaps. There was no ineffectiveness recorded during the three month periods ended March 31, 2022 or 2021. For the three months ended March 31, 2022 and 2021, approximately $4.9 million and $7.3 million, respectively, of the amounts included in accumulated other comprehensive income (loss) were reclassified into interest expense for the interest rate swaps. Approximately $3.3 million of the unrealized losses included in accumulated other comprehensive income (loss) at March 31, 2022 is expected to be reclassified into earnings within the next 12 months.
8. Fair Value
Fair Value Measurement
Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The fair value hierarchy has three levels of inputs, both observable and unobservable:
•Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.
•Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.
•Level 3 — Inputs are unobservable and corroborated by little or no market data.
Fair Value of Financial Instruments
The Company used the following market assumptions and/or estimation methods:
•Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities.
•Debt — The Company estimated the fair value of the Senior Notes by using publicly available trading prices, which are Level 1 inputs in the fair value hierarchy. The Company estimated the fair value of the Revolver and Term Loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms, which are Level 2 and Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy.
The fair value of the Company's debt was as follows (in thousands):
| March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Senior Notes, net | $ | 987,534 | $ | 939,100 | $ | 986,942 | $ | 999,060 | |||||||||||||||
| Revolver and Term Loans, net | 815,439 | 806,218 | 1,015,004 | 1,006,647 | |||||||||||||||||||
| Mortgage loans, net | 407,752 | 403,211 | 407,492 | 401,387 | |||||||||||||||||||
| Debt, net | $ | 2,210,725 | $ | 2,148,529 | $ | 2,409,438 | $ | 2,407,094 | |||||||||||||||
14
Recurring Fair Value Measurements
The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 (in thousands):
| Fair Value at March 31, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Interest rate swap asset | $ | — | $ | 20,529 | $ | — | $ | 20,529 | |||||||||||||||
| Interest rate swap liability | — | (4,494) | — | (4,494) | |||||||||||||||||||
| Total | $ | — | $ | 16,035 | $ | — | $ | 16,035 | |||||||||||||||
The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands):
| Fair Value at December 31, 2021 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Interest rate swap asset | $ | — | $ | 1,548 | $ | — | $ | 1,548 | |||||||||||||||
| Interest rate swap liability | — | (21,465) | — | (21,465) | |||||||||||||||||||
| Total | $ | — | (19,917) | $ | — | $ | (19,917) | ||||||||||||||||
The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows for each derivative. The Company determined that the significant inputs, such as interest yield curves and discount rates, used to value its derivatives fall within Level 2 of the fair value hierarchy and that the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2022, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
9. Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company is still continuing to provide a full valuation allowance against the deferred tax assets.
The Company had no accruals for tax uncertainties as of March 31, 2022 and December 31, 2021.
10. Commitments and Contingencies
Restricted Cash Reserves
The Company is obligated to maintain cash reserve funds for future capital expenditures at the hotels (including the periodic replacement or refurbishment of FF&E as determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents). The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 3.0% to 5.0% of the individual hotel’s revenues. Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of March 31, 2022 and December 31, 2021, approximately $43.3 million and $48.5 million,
15
respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes, insurance and debt obligations where certain lenders held restricted cash due to a cash trap event.
Litigation
Neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows.
Management Agreements
As of March 31, 2022, 96 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from to 25 years. This number includes 29 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. Each management company receives a base management fee between 1.75% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee between 2.0% and 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.
Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2022 and 2021, the Company incurred management fee expense of approximately $7.9 million and $3.2 million, respectively.
Franchise Agreements
As of March 31, 2022, 66 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 29 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, one hotel is not operated with a hotel brand so it does not have a franchise agreement. Franchise agreements allow the hotel properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee, between 3.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues.
Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2022 and 2021, the Company incurred franchise fee expense of approximately $13.6 million and $6.7 million, respectively.
Wyndham Agreements
In 2019, the Company entered into an agreement with Wyndham to terminate the net operating income guarantee and received termination payments totaling $36.0 million from Wyndham. For the three months ended March 31, 2022 and 2021, the Company recognized approximately $1.0 million and $4.6 million, respectively, as a reduction in management and franchise fee expense related to the amortization of the termination payments over the remaining terms of the management agreements.
11. Equity
Common Shares of Beneficial Interest
During the three months ended March 31, 2022 and 2021, the Company declared a cash dividend of $0.01 per common share.
On April 29, 2022, the Company's board of trustees approved a new share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares from May 9, 2022 to May 8, 2023 (the "2022 Share Repurchase Program").
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Series A Preferred Shares
During the three months ended March 31, 2022 and 2021, the Company declared a cash dividend of $0.4875 on each Series A Preferred Share.
Noncontrolling Interest in Consolidated Joint Ventures
The Company consolidates the joint venture that owns The Knickerbocker, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interests are included in the noncontrolling interest in consolidated joint ventures on the consolidated balance sheets.
Noncontrolling Interest in the Operating Partnership
The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP units held by the limited partners are redeemable for cash, or at the option of the Company, for a like number of common shares. As of March 31, 2022, 771,831 outstanding OP units were held by the limited partners. The noncontrolling interest is included in the noncontrolling interest in the Operating Partnership on the consolidated balance sheets.
12. Equity Incentive Plan
The Company may issue share-based awards to officers, employees, non-employee trustees and other eligible persons under the RLJ Lodging Trust 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan provides for a maximum of 6,828,527 common shares to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards.
Share Awards
From time to time, the Company may award unvested restricted shares as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.
Non-employee trustees may also elect to receive unrestricted shares as compensation that would otherwise be paid in cash for their services. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.
A summary of the unvested restricted shares as of March 31, 2022 is as follows:
| 2022 | |||||||||||
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested at January 1, 2022 | 2,380,283 | $ | 15.43 | ||||||||
| Granted | 432,779 | 15.22 | |||||||||
| Vested | (234,897) | 15.63 | |||||||||
| Forfeited | (4,629) | 13.34 | |||||||||
| Unvested at March 31, 2022 | 2,573,536 | $ | 15.38 | ||||||||
For the three months ended March 31, 2022 and 2021, the Company recognized approximately $3.5 million and $1.9 million, respectively, of share-based compensation expense related to restricted share awards. As of March 31, 2022, there was $29.8 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of 2.2 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the three months ended March 31, 2022 and 2021 was approximately $3.4 million and $3.7 million, respectively.
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Performance Units
From time to time, the Company may award performance units as compensation to officers and employees. The performance units granted prior to 2021 vest over a four year period, including three years of performance-based vesting (the “performance units measurement period”) plus an additional one year of time-based vesting. These performance units may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (40% of award) and a relative total shareholder return (60% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards. If at the end of the performance units measurement period the target criterion is met, then 50% of the performance units that are earned will vest at the end of the measurement period. The remaining 50% convert to restricted shares that will vest on the one year anniversary of the end of the measurement period. For any restricted shares issued upon conversion, the award recipient will be entitled to receive payment of an amount equal to all dividends that would have been paid if such restricted shares had been issued at the beginning of the performance units measurement period. The fair value of the performance units is determined using a Monte Carlo simulation, and an expected term equal to the requisite service period for the awards of four years. The Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 50% of the grant date fair value over three years and 50% of the grant date fair value over four years.
The performance units granted in 2021 and 2022 vest at the end of a three year period. These performance units may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (25% of award) and a relative shareholder return (75% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards. At the end of the performance units measurement period the target criterion is met, 100% of the performance units that are earned will vest immediately. The award recipients will not be entitled to receive any dividends prior to the date of conversion. For any restricted shares issued upon conversion, the award recipient will be entitled to receive payment of an amount equal to all dividends that would have been paid if such restricted shares had been issued at the beginning of the performance units measurement period. For performance units granted in 2021 and 2022, the Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over three years.
A summary of the performance unit awards is as follows:
| Date of Award | Number of Units Granted | Grant Date Fair Value | Conversion Range | Risk Free Interest Rate | Volatility | |||||||||||||||||||||||||||
| February 2019 (1) | 260,000 | $19.16 | 0% to 200% | 2.52% | 27.19% | |||||||||||||||||||||||||||
| February 2020 | 489,000 | $11.59 | 0% to 200% | 1.08% | 23.46% | |||||||||||||||||||||||||||
| February 2021 | 431,151 | $20.90 | 0% to 200% | 0.23% | 69.47% | |||||||||||||||||||||||||||
| February 2022 | 407,024 | $21.96 | 0% to 200% | 1.7% | 70.15% | |||||||||||||||||||||||||||
(1) In February 2022, following the end of the measurement period, the Company met certain threshold criterion and the performance units will convert into approximately 133,000 restricted shares.
For the three months ended March 31, 2022 and 2021, the Company recognized approximately $1.7 million and $0.9 million, respectively, of share-based compensation expense related to the performance unit awards. As of March 31, 2022, there was $16.5 million of total unrecognized compensation costs related to the performance unit awards and these costs are expected to be recognized over a weighted-average period of 2.3 years.
As of March 31, 2022, there were 3,493,984 common shares available for future grant under the 2021 Plan, which includes potential common shares that may convert from performance units if certain target criterion is met.
13. Earnings per Common Share
Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation.
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Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to the participating shares, they would be deducted from net income attributable to common shareholders used in the basic and diluted earnings per share calculations.
The limited partners’ outstanding OP units (which may be redeemed for common shares under certain circumstances) have been excluded from the diluted earnings per share calculation as there was no effect on the amounts for the three months ended March 31, 2022 and 2021, since the limited partners’ share of income would also be added back to net income attributable to common shareholders.
The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data):
| For the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Numerator: | |||||||||||
| Net loss attributable to RLJ | $ | (15,247) | $ | (77,985) | |||||||
| Less: Preferred dividends | (6,279) | (6,279) | |||||||||
| Less: Dividends paid on unvested restricted shares | (26) | (10) | |||||||||
| Less: Undistributed earnings attributable to unvested restricted shares | — | — | |||||||||
| Net loss attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ | (21,552) | $ | (84,274) | |||||||
| Denominator: | |||||||||||
| Weighted-average number of common shares - basic and diluted | 164,179,661 | 163,826,009 | |||||||||
| Net loss per share attributable to common shareholders - basic and diluted | $ | (0.13) | $ | (0.51) | |||||||
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14. Supplemental Information to Statements of Cash Flows (in thousands)
| For the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash reserves | |||||||||||
| Cash and cash equivalents | $ | 479,047 | $ | 647,844 | |||||||
| Restricted cash reserves | 43,254 | 33,391 | |||||||||
| Cash, cash equivalents, and restricted cash reserves | $ | 522,301 | $ | 681,235 | |||||||
| Interest paid | $ | 33,911 | $ | 20,886 | |||||||
| Income taxes paid | $ | 6 | $ | 134 | |||||||
| Operating cash flow lease payments for operating leases | $ | 3,629 | $ | 2,880 | |||||||
| Supplemental investing and financing transactions | |||||||||||
| In connection with the sale of hotel properties, the Company recorded the following: | |||||||||||
| Sales price | $ | 35,450 | $ | 4,410 | |||||||
| Transaction costs | (599) | (300) | |||||||||
| Operating prorations | (726) | (120) | |||||||||
| Proceeds from the sale of hotel properties, net | $ | 34,125 | $ | 3,990 | |||||||
| Supplemental non-cash transactions | |||||||||||
| Accrued capital expenditures | $ | 1,454 | $ | 9,485 | |||||||
15. Subsequent Events
In April 2022, the Company sold the 164-room SpringHill Suites Denver North Westminster.
In April 2022, the Company exercised the first extension option on a mortgage loan to extend the maturity to April 2023.
In April 2022, the 2022 Share Repurchase Program was approved and the Revolver and Term Loans were amended to allow for repurchases of the Company's shares.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report, as well as the information contained in our Annual Report, which is accessible on the SEC’s website at www.sec.gov.
Statement Regarding Forward-Looking Information
The following information contains certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words "believe," "project," "expect," "anticipate," "estimate," "plan," "may," "will," "will continue," "intend," "should," or similar expressions. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements.
Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the continued adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on our financial condition, results of operations, cash flows and performance, the real estate market and the global economy and
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financial markets. The extent to which the COVID-19 pandemic impacts us will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including the duration of the pandemic and its impact on the demand for travel and on levels of consumer confidence, the actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel, the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and regional economies, travel and economic activity, the speed and effectiveness of vaccine and treatment developments and their deployment, including public adoption rates of COVID-19 vaccines and booster shots, and their effectiveness against emerging variants of COVID-19, and the pace of recovery when the COVID-19 pandemic subsides, among others. Moreover, investors are cautioned to interpret many of the risks identified under the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2021 as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.
Additional factors that might cause such a difference include the following: increased direct competition, changes in government regulations or accounting rules, changes in local, national and global real estate conditions, declines in the lodging industry, seasonality of the lodging industry, risks related to natural disasters, such as earthquakes and hurricanes, hostilities, including international military conflicts, future terrorist attacks or fear of hostilities that affect travel, public health and/or economic activity and epidemics and/or pandemics, including COVID-19, third-party operator risk, change in operational costs, ramp up of the future economic recovery and re-opening of hotels, our ability to obtain lines of credit or permanent financing on satisfactory terms, changes in interest rates, inflation, duration and access to capital through offerings of our common and preferred shares of beneficial interest, or debt, our ability to identify suitable acquisitions, our ability to close on identified acquisitions and integrate those businesses and inaccuracies of our accounting estimates. Given these uncertainties, undue reliance should not be placed on such statements.
Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. We caution investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures we make concerning risks and uncertainties in the sections entitled "Forward-Looking Statements," "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, as well as the risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q and identified in other documents filed by us with the SEC.
Overview
We are a self-advised and self-administered Maryland REIT that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. We own a geographically diversified portfolio of hotels located in high-growth urban markets that exhibit multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue per Available Room ("RevPAR"), strong operating margins and attractive returns.
Our strategy is to own primarily premium-branded, focused-service and compact full-service hotels. Focused-service and compact full-service hotels typically generate most of their revenue from room rentals, have limited food and beverage outlets and meeting space, and require fewer employees than traditional full-service hotels. We believe these types of hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those achieved by traditional full-service hotels while achieving higher profit margins due to their more efficient operating model and less volatile cash flows.
As of March 31, 2022, we owned 97 hotel properties with approximately 21,400 rooms, located in 22 states and the District of Columbia. We owned, through wholly-owned subsidiaries, a 100% interest in 95 of our hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. We consolidate our real estate interests in the 96 hotel properties in which we hold a controlling interest, and we record the real estate interests in the one hotel property in which we hold a 50% non-controlling interest using the equity method of accounting. We lease 96 of the 97 hotel properties to our TRS, of which we own a controlling financial interest.
For U.S. federal income tax purposes, we elected to be taxed as a REIT commencing with our taxable year ended December 31, 2011. Substantially all of our assets and liabilities are held by, and all of our operations are conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of March 31, 2022, we owned, through a combination of direct and indirect interests, 99.5% of the units of limited partnership interest in the OP units.
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COVID-19
The global outbreak of COVID-19 and the public health measures that have been undertaken in response have had, and will likely continue to have, an impact on the global economy and all aspects of our business. The effects of the COVID-19 pandemic could have lasting changes in consumer behavior that could create headwinds for our hotel properties. Since we cannot estimate when the COVID-19 pandemic and the responsive measures to combat it will end, we cannot estimate the ultimate operational and financial impact of the COVID-19 pandemic on our business.
The effects of the COVID-19 pandemic have significantly impacted our operations, and combined with macroeconomic trends such as reduced business spending, including on travel, and increased unemployment, lead us to believe that the ongoing effects of the COVID-19 pandemic on our operations will continue to have a material impact on our financial results and liquidity.
2022 Significant Activities
Our significant activities reflect our commitment to creating long-term shareholder value through enhancing our hotel portfolio's quality, recycling capital and maintaining a prudent capital structure. The following significant activities have taken place in 2022:
•Paid off the $200.0 million outstanding balance on our Revolver using cash on hand.
•Sold two hotel properties for a combined sales price of approximately $50.0 million.
•Exercised a one-year extension option on a mortgage loan extending the maturity to April 2023.
•Approved a new share repurchase program and completed a credit facility amendment to allow for repurchases of our shares.
Our Customers
The majority of our hotels consist of premium-branded, focused-service and compact full-service hotels. As a result of this property profile, the majority of our customers are transient in nature. Transient business typically represents individual business or leisure travelers. The majority of our hotels are located in business districts within major metropolitan areas. Accordingly, business travelers represent the majority of the transient demand at our hotels. As a result, macroeconomic factors impacting business travel have a greater effect on our business than factors impacting leisure travel.
Group business is typically defined as a minimum of 10 guestrooms booked together as part of the same piece of business. Group business may or may not use the meeting space at any given hotel. Given the limited meeting space at the majority of our hotels, group business that utilizes meeting space represents a small component of our customer base.
A number of our hotel properties are affiliated with brands marketed toward extended-stay customers. Extended-stay customers are generally defined as those staying five nights or longer.
Our Revenues and Expenses
Our revenues are primarily derived from the operation of hotels, including the sale of rooms, food and beverage revenue and other revenue, which consists of parking fees, resort fees, gift shop sales and other guest service fees.
Our operating costs and expenses consist of the costs to provide hotel services, including room expense, food and beverage expense, management and franchise fees and other operating expenses. Room expense includes housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Food and beverage expense primarily includes the cost of food, the cost of beverages and the associated labor costs. Other operating expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and maintenance and utility costs. Our hotels that are subject to franchise agreements are charged a royalty fee, plus additional fees for marketing, central reservation systems and other franchisor costs, in order for the hotel properties to operate under the respective brands. Franchise fees are based on a percentage of room revenue and for certain hotels additional franchise fees are charged for food and beverage revenue. Our hotels are managed by independent, third-party management companies under long-term agreements pursuant to which the management companies typically earn base and incentive management fees based on the levels of revenues and profitability of
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each individual hotel property. We generally receive a cash distribution from the management companies on a monthly basis, which reflects hotel-level sales less hotel-level operating expenses.
Key Indicators of Financial Performance
We use a variety of operating, financial and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including industry standard statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisition opportunities to determine each hotel's contribution to cash flow and its potential to provide attractive long-term total returns. The key indicators include:
•Average Daily Rate ("ADR")
•Occupancy
•RevPAR
ADR, Occupancy and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel property level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only room revenue.
We also use non-GAAP measures such as FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA to evaluate the operating performance of our business. For a more in depth discussion of the non-GAAP measures, please refer to the "Non-GAAP Financial Measures" section.
Critical Accounting Policies and Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. It is possible that the actual amounts may differ significantly from these estimates and assumptions. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is available to us, our business and industry experience, and various other matters that we believe are reasonable and appropriate for consideration under the circumstances. Our Annual Report contains a discussion of our critical accounting policies and estimates. There have been no significant changes to our critical accounting policies and estimates since December 31, 2021.
Results of Operations
At March 31, 2022 and 2021, we owned 97 and 102 hotel properties, respectively. Based on when a hotel property is acquired, sold or closed for renovation, the operating results for certain hotel properties are not comparable for the three months ended March 31, 2022 and 2021. The non-comparable properties include eight hotel properties that were sold or otherwise disposed and three acquisitions that were completed in 2021 and one disposition that was completed in 2022.
COVID-19
During the three months ended March 31, 2022, we benefited from significant growth in demand as the easing of government restrictions improved mobility and overall confidence in travel. These trends, combined with our continuing stringent cost containment initiatives, led to a significant improvement in our results of operations for the three months ended March 31, 2022 over the same period in the prior year.
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Comparison of the three months ended March 31, 2022 to the three months ended March 31, 2021
| For the three months ended March 31, | |||||||||||||||||
| 2022 | 2021 | $ Change | |||||||||||||||
| (amounts in thousands) | |||||||||||||||||
| Revenues | |||||||||||||||||
| Operating revenues | |||||||||||||||||
| Room revenue | $ | 205,779 | $ | 102,772 | $ | 103,007 | |||||||||||
| Food and beverage revenue | 20,901 | 6,242 | 14,659 | ||||||||||||||
| Other revenue | 16,219 | 10,538 | 5,681 | ||||||||||||||
| Total revenues | 242,899 | 119,552 | 123,347 | ||||||||||||||
| Expenses | |||||||||||||||||
| Operating expenses | |||||||||||||||||
| Room expense | 53,828 | 29,427 | 24,401 | ||||||||||||||
| Food and beverage expense | 16,169 | 4,556 | 11,613 | ||||||||||||||
| Management and franchise fee expense | 20,388 | 5,361 | 15,027 | ||||||||||||||
| Other operating expense | 68,654 | 49,120 | 19,534 | ||||||||||||||
| Total property operating expenses | 159,039 | 88,464 | 70,575 | ||||||||||||||
| Depreciation and amortization | 46,865 | 46,943 | (78) | ||||||||||||||
| Impairment losses | — | 5,946 | (5,946) | ||||||||||||||
| Property tax, insurance and other | 22,513 | 20,081 | 2,432 | ||||||||||||||
| General and administrative | 14,134 | 10,800 | 3,334 | ||||||||||||||
| Transaction costs | 62 | 60 | 2 | ||||||||||||||
| Total operating expenses | 242,613 | 172,294 | 70,319 | ||||||||||||||
| Other income, net | 7,285 | 465 | 6,820 | ||||||||||||||
| Interest income | 172 | 384 | (212) | ||||||||||||||
| Interest expense | (24,561) | (27,895) | 3,334 | ||||||||||||||
| Gain on sale of hotel properties, net | 1,417 | 1,083 | 334 | ||||||||||||||
| Loss before equity in income (loss) from unconsolidated joint ventures | (15,401) | (78,705) | 63,304 | ||||||||||||||
| Equity in income (loss) from unconsolidated joint ventures | 122 | (298) | 420 | ||||||||||||||
| Loss before income tax expense | (15,279) | (79,003) | 63,724 | ||||||||||||||
| Income tax expense | (190) | (114) | (76) | ||||||||||||||
| Net loss | (15,469) | (79,117) | 63,648 | ||||||||||||||
| Net loss attributable to noncontrolling interests: | |||||||||||||||||
| Noncontrolling interest in the Operating Partnership | 104 | 396 | (292) | ||||||||||||||
| Noncontrolling interest in consolidated joint ventures | 118 | 736 | (618) | ||||||||||||||
| Net loss attributable to RLJ | (15,247) | (77,985) | 62,738 | ||||||||||||||
| Preferred dividends | (6,279) | (6,279) | — | ||||||||||||||
| Net loss attributable to common shareholders | $ | (21,526) | $ | (84,264) | $ | 62,738 | |||||||||||
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Revenues
Total revenues increased $123.3 million to $242.9 million for the three months ended March 31, 2022 from $119.6 million for the three months ended March 31, 2021. The increase was the result of a $103.0 million increase in room revenue, a $14.7 million increase in food and beverage revenue, and a $5.7 million increase in other revenue.
Room Revenue
Room revenue increased $103.0 million to $205.8 million for the three months ended March 31, 2022 from $102.8 million for the three months ended March 31, 2021. The increase was the result of a $101.5 million increase in room revenue attributable to the comparable properties, and a $1.5 million increase in room revenue attributable to the non-comparable properties. The increase in room revenue from the comparable properties was attributable to an increase in RevPAR, including a significant increase in ADR, resulting from an increase in demand over the prior period. The increase was also attributable to the impact of hotels that were closed for all or a portion of the prior period being open for the entirety of the current period. Though RevPAR increased over the comparable period in 2021, it remained below the comparable period in 2019.
The following are the year-to-date key hotel operating statistics for the comparable properties:
| For the three months ended March 31, | |||||||||||||||||
| 2022 | 2021 | 2019 | |||||||||||||||
| Occupancy | 61.2 | % | 44.6 | % | 76.4 | % | |||||||||||
| ADR | $ | 175.57 | $ | 120.05 | $ | 189.87 | |||||||||||
| RevPAR | $ | 107.39 | $ | 53.54 | $ | 145.01 | |||||||||||
Food and Beverage Revenue
Food and beverage revenue increased $14.7 million to $20.9 million for the three months ended March 31, 2022 from $6.2 million for the three months ended March 31, 2021 due to an increase in demand over the prior period. The increase was also attributable to the impact of hotels that were closed for all or a portion of the prior period being open for the entirety of the current period.
Other Revenue
Other revenue, which includes revenue derived from ancillary sources such as parking fees, resort fees, gift shop sales and other guest service fees, increased $5.7 million to $16.2 million for the three months ended March 31, 2022 from $10.5 million for the three months ended March 31, 2021. The increase in other revenue was primarily attributable to an increase in parking, resort fees, and gift shop sales due to higher occupancy. Additionally, cancellation fees increased due to the spread of the Omicron variant of COVID-19 in early 2022.
Property Operating Expenses
Property operating expenses increased $70.6 million to $159.0 million for the three months ended March 31, 2022 from $88.5 million for the three months ended March 31, 2021. The increase was due to a $71.1 million increase in property operating expenses attributable to the comparable properties, which was partially offset by a $0.6 million decrease in property operating expenses attributable to the non-comparable properties.
The components of our property operating expenses for the comparable properties were as follows (in thousands):
| For the three months ended March 31, | |||||||||||||||||
| 2022 | 2021 | $ Change | |||||||||||||||
| Room expense | $ | 52,279 | $ | 27,944 | $ | 24,335 | |||||||||||
| Food and beverage expense | 15,747 | 4,470 | 11,277 | ||||||||||||||
| Management and franchise fee expense | 19,770 | 4,940 | 14,830 | ||||||||||||||
| Other operating expense | 66,555 | 45,868 | 20,687 | ||||||||||||||
| Total property operating expenses | $ | 154,351 | $ | 83,222 | $ | 71,129 | |||||||||||
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The increase in property operating expenses attributable to the comparable properties was due an increase in demand over the prior period. Management and franchise fee expense for the three months ended March 31, 2022 and 2021 included a reduction in management and franchise fee expense of $1.0 million and $4.6 million, respectively, related to the recognition of the Wyndham termination payment. The decrease in the recognition of the Wyndham termination payment was due to certain of the Wyndham agreements expiring in 2021 coupled with the remaining agreements being extended and recognized over a longer period.
Depreciation and Amortization
Depreciation and amortization expense decreased $0.1 million to $46.9 million for the three months ended March 31, 2022 from $46.9 million for the three months ended March 31, 2021.
Impairment Losses
During the three months ended March 31, 2021, we recorded impairment losses of $5.9 million related to two hotel properties that were sold in May 2021. There was no impairment recorded during the three months ended March 31, 2022.
Property Tax, Insurance and Other
Property tax, insurance and other expense increased $2.4 million to $22.5 million for the three months ended March 31, 2022 from $20.1 million for the three months ended March 31, 2021. The increase was attributable to a $3.6 million increase in property tax, insurance and other expense attributable to the comparable properties, which was partially offset by a $1.2 million decrease in property tax, insurance and other expense attributable to the non-comparable properties. The increase in property tax, insurance and other expense attributable to the comparable properties was primarily attributable to a benefit of $5.2 million during the three months ended March 31, 2021 related to the reversal of accrued real estate tax liabilities in excess of the amounts owed for certain of our California hotels acquired in our merger with FelCor Lodging Trust that did not recur in 2022. Additionally, the increase was attributable to an increase in insurance expense premiums and ground lease rent due to percentage rent obligations and increases based on the consumer price index. These increases were partially offset by decreases in other real estate tax assessments.
General and Administrative
General and administrative expense increased $3.3 million to $14.1 million for the three months ended March 31, 2022 from $10.8 million for the three months ended March 31, 2021. The increase was primarily attributable to an increase in compensation expense, including non-cash compensation expense related to share-based awards granted during 2021.
Other Income, net
Other income increased $6.8 million to $7.3 million for the three months ended March 31, 2022 from $0.5 million for the three months ended March 31, 2021. The increase was primarily attributable to the reclassification of unrealized gains from accumulated other comprehensive income (loss) due to the discontinuation of certain cash flow hedges.
Interest Expense
Interest expense decreased $3.3 million to $24.6 million for the three months ended March 31, 2022 from $27.9 million for the three months ended March 31, 2021. Interest expense decreased due to lower average debt balances and lower effective interest rates after taking into account the impact of interest rate swaps in each of the periods. The components of our interest expense for the three months ended March 31, 2022 and 2021 were as follows (in thousands):
| For the three months ended March 31, | |||||||||||||||||
| 2022 | 2021 | $ Change | |||||||||||||||
| Senior Notes | $ | 9,743 | $ | 5,942 | $ | 3,801 | |||||||||||
| Revolver and Term Loans | 9,968 | 17,178 | (7,210) | ||||||||||||||
| Mortgage loans | 3,210 | 3,454 | (244) | ||||||||||||||
| Amortization of deferred financing costs | 1,684 | 1,321 | 363 | ||||||||||||||
| Non-cash interest expense related to interest rate hedges | (44) | — | (44) | ||||||||||||||
| Total interest expense | $ | 24,561 | $ | 27,895 | $ | (3,334) | |||||||||||
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Gain on Sale of Hotel Properties, net
During the three months ended March 31, 2022, we sold one hotel property for a sales price of approximately $35.5 million and recorded a net gain on sale of approximately $1.4 million. During the three months ended March 31, 2021, we sold one hotel property for a sales price of approximately $4.4 million and recorded a net gain on sale of approximately $1.1 million.
Non-GAAP Financial Measures
We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre and (5) Adjusted EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of our operating performance. FFO, Adjusted FFO, EBITDA, EBITDAre, and Adjusted EBITDA, as calculated by us, may not be comparable to FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA as reported by other companies that do not define such terms exactly as we define such terms.
Funds From Operations
We calculate funds from operations ("FFO") in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which defines FFO as net income or loss, excluding gains or losses from sales of real estate, impairment, the cumulative effect of changes in accounting principles, plus depreciation and amortization, and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. We believe that the presentation of FFO provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common shareholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing us to non-REITs. We present FFO attributable to common shareholders, which includes our OP units, because our OP units may be redeemed for common shares. We believe it is meaningful for the investor to understand FFO attributable to all common shares and OP units.
We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO, such as hotel transaction costs, pre-opening costs, non-cash income tax expense or benefit, the amortization of share-based compensation, non-cash expense related to discontinued interest rate hedges, and certain other expenses that we consider outside the normal course of operations. We believe that Adjusted FFO provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income and FFO, is beneficial to an investor’s understanding of our operating performance.
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The following table is a reconciliation of our GAAP net loss to FFO attributable to common shareholders and unitholders and Adjusted FFO attributable to common shareholders and unitholders for the three months ended March 31, 2022 and 2021 (in thousands):
| For the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net loss | $ | (15,469) | $ | (79,117) | |||||||
| Preferred dividends | (6,279) | (6,279) | |||||||||
| Depreciation and amortization | 46,865 | 46,943 | |||||||||
| Gain on sale of hotel properties, net | (1,417) | (1,083) | |||||||||
| Impairment losses | — | 5,946 | |||||||||
| Noncontrolling interest in consolidated joint ventures | 118 | 736 | |||||||||
| Adjustments related to consolidated joint ventures (1) | (49) | (75) | |||||||||
| Adjustments related to unconsolidated joint ventures (2) | 295 | 294 | |||||||||
| FFO | 24,064 | (32,635) | |||||||||
| Transaction costs | 62 | 60 | |||||||||
| Amortization of share-based compensation | 5,185 | 2,752 | |||||||||
| Non-cash income tax expense | (135) | — | |||||||||
| Derivative gains in accumulated other comprehensive income (loss) reclassified to earnings (3) | (5,866) | — | |||||||||
| Other expenses (4) | 584 | 56 | |||||||||
| Adjusted FFO | $ | 23,894 | $ | (29,767) | |||||||
(1)Includes depreciation and amortization expense allocated to the noncontrolling interest in the consolidated joint ventures.
(2)Includes our ownership interest in the depreciation and amortization expense of the unconsolidated joint ventures.
(3)Reclassification of interest rate swap gains from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges.
(4)Represents expenses and income outside of the normal course of operations, including $0.3 million of non-cash interest expense related to discontinued interest rate hedges during the three months ended March 31, 2022.
EBITDA and EBITDAre
Earnings before interest, taxes, depreciation and amortization ("EBITDA") is defined as net income or loss excluding: (1) interest expense; (2) income tax expense; and (3) depreciation and amortization expense. We consider EBITDA useful to an investor in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization expense) from our operating results. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and disposals.
In addition to EBITDA, we present EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated joint ventures. We believe that the presentation of EBITDAre provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs.
We also present Adjusted EBITDA, which includes additional adjustments for items such as hotel transaction costs, pre-opening costs, the amortization of share-based compensation, non-cash expense related to discontinued interest rate hedges, and certain other expenses that we consider outside the normal course of operations. We believe that Adjusted EBITDA provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income, EBITDA, and EBITDAre, is beneficial to an investor’s understanding of our operating performance.
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The following table is a reconciliation of our GAAP net loss to EBITDA, EBITDAre and Adjusted EBITDA for the three months ended March 31, 2022 and 2021 (in thousands):
| For the three months ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net loss | $ | (15,469) | $ | (79,117) | |||||||
| Depreciation and amortization | 46,865 | 46,943 | |||||||||
| Interest expense, net of interest income | 24,389 | 27,511 | |||||||||
| Income tax expense | 190 | 114 | |||||||||
| Adjustments related to unconsolidated joint ventures (1) | 407 | 410 | |||||||||
| EBITDA | 56,382 | (4,139) | |||||||||
| Gain on sale of hotel properties, net | (1,417) | (1,083) | |||||||||
| Impairment losses | — | 5,946 | |||||||||
EBITDAre | 54,965 | 724 | |||||||||
| Transaction costs | 62 | 60 | |||||||||
| Amortization of share-based compensation | 5,185 | 2,752 | |||||||||
| Derivative gains in accumulated other comprehensive income (loss) reclassified to earnings (2) | (5,866) | — | |||||||||
| Other expenses (3) | 248 | 56 | |||||||||
| Adjusted EBITDA | $ | 54,594 | $ | 3,592 | |||||||
(1)Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint ventures.
(2)Reclassification of interest rate swap gains from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges.
(3)Represents expenses and income outside of the normal course of operations.
Liquidity and Capital Resources
Our liquidity requirements consist primarily of the funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including:
•funds necessary to pay for the costs of acquiring hotel properties;
•redevelopments, conversions, renovations and other capital expenditures that need to be made periodically to our hotel properties;
•recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with brand standards;
•interest expense and scheduled principal payments on outstanding indebtedness;
•distributions on common and preferred shares; and
•corporate and other general and administrative expenses.
As of March 31, 2022, we had $522.3 million of cash and cash equivalents and restricted cash reserves.
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Sources and Uses of Cash
Cash flows from Operating Activities
The net cash flow provided by operating activities totaled $10.3 million and the net cash flow used in operating activities totaled $29.0 million for the three months ended March 31, 2022 and 2021, respectively. Our cash flows provided by or used in operating activities generally consist of the net cash generated by or operating shortfalls from our hotel operations, the cash paid for corporate expenses and other working capital changes. Refer to the "Results of Operations" section for further discussion of our operating results for the three months ended March 31, 2022 and 2021.
Cash flows from Investing Activities
The net cash flow provided by investing activities totaled $9.8 million for the three months ended March 31, 2022 primarily due to the $34.1 million in proceeds from the sale of a hotel property. The net cash flow provided by investing activities was partially offset by $24.3 million in routine capital improvements and additions to our hotel properties.
The net cash flow used in investing activities totaled $6.1 million for the three months ended March 31, 2021 primarily due to $9.9 million in routine capital improvements and additions to our hotel properties. The net cash flow used in investing activities was partially offset by $4.0 million in proceeds from the sale of a hotel property.
Cash flows from Financing Activities
The net cash flow used in financing activities totaled $211.7 million for the three months ended March 31, 2022 primarily due to the $200.0 million repayment of the outstanding balance on the Revolver, $7.9 million in distributions to shareholders and unitholders, $2.6 million in distributions to joint venture partners, and $1.3 million paid to repurchase common shares to satisfy employee tax withholding requirements.
The net cash flow used in financing activities totaled $218.5 million for the three months ended March 31, 2021 primarily due to the $200.0 million pay down on the Revolver, $8.5 million in repayment of term loans, $7.9 million in distributions to shareholders and unitholders, $1.3 million paid to repurchase common shares to satisfy employee tax withholding requirements, and $0.9 million in scheduled mortgage loan principal payments.
Capital Expenditures and Reserve Funds
We maintain each of our hotel properties in good repair and condition and in conformity with applicable laws and regulations, franchise agreements and management agreements. The cost of routine improvements and alterations are paid out of FF&E reserves, which are funded by a portion of each hotel property’s gross revenues. Routine capital expenditures may be administered by the property management companies. However, we have approval rights over the capital expenditures as part of the annual budget process for each of our hotel properties.
From time to time, certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guestrooms, public space, meeting space, and/or restaurants, in order to better compete with other hotels and alternative lodging options in our markets. In addition, upon acquisition of a hotel property we often are required to complete a property improvement plan in order to bring the hotel up to the respective franchisor’s standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the FF&E reserves. To the extent that the FF&E reserves are not available or sufficient to cover the cost of the renovation, we will fund all or the remaining portion of the renovation with cash and cash equivalents on hand, our Revolver and/or other sources of available liquidity.
With respect to some of our hotels that are operated under franchise agreements with major national hotel brands and for some of our hotels subject to first mortgage liens, we are obligated to maintain FF&E reserve accounts for future capital expenditures at these hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 3.0% and 5.0% of the respective hotel’s total gross revenue. As of March 31, 2022, approximately $30.7 million was held in FF&E reserve accounts for future capital expenditures.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk includes the risks that arise from changes in interest rates, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our variable rate debt. As of March 31, 2022, we had approximately $1.2 billion of total variable rate debt outstanding (or 53.9% of total indebtedness) with a weighted-average interest rate of 3.88% per annum. After taking into consideration the effect of interest rate swaps, 100.0% of our total indebtedness was fixed or effectively fixed. As of March 31, 2022, if market interest rates on our variable rate debt not subject to interest rate swaps were to increase by 1.00%, or 100 basis points, interest expense would have no impact on future earnings and cash flows, taking into account our existing contractual hedging arrangements.
Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. We have entered into derivative financial instruments such as interest rate swaps to mitigate our interest rate risk or to effectively lock the interest rate on a portion of our variable rate debt. We do not enter into derivative or interest rate transactions for speculative purposes.
The following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of March 31, 2022, the following table presents the principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):
| 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Fixed rate debt (1) | $ | — | $ | — | $ | — | $ | — | $ | 500,000 | $ | 525,000 | $ | 1,025,000 | |||||||||||||||||||||||||||
| Weighted-average interest rate | — | % | — | % | — | % | — | % | 3.75 | % | 4.05 | % | 3.90 | % | |||||||||||||||||||||||||||
| Variable rate debt (1) | $ | 200,000 | $ | 418,662 | $ | 181,000 | $ | 400,000 | $ | — | $ | — | $ | 1,199,662 | |||||||||||||||||||||||||||
| Weighted-average interest rate (2) | 3.30 | % | 4.45 | % | 2.95 | % | 4.00 | % | — | % | — | % | 3.88 | % | |||||||||||||||||||||||||||
| Total (3) | $ | 200,000 | $ | 418,662 | $ | 181,000 | $ | 400,000 | $ | 500,000 | $ | 525,000 | $ | 2,224,662 | |||||||||||||||||||||||||||
(1)Excludes $3.2 million, $0.7 million and $12.5 million of net deferred financing costs on the Term Loans, mortgage loans and Senior Notes, respectively.
(2)The weighted-average interest rate gives effect to interest rate swaps, as applicable.
(3)Excludes $2.5 million related to a fair value adjustment on debt.
Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, prevailing interest rates and our hedging strategies at that time.
Changes in market interest rates on our fixed rate debt impact the fair value of our debt, but such changes have no impact to our consolidated financial statements. As of March 31, 2022, the estimated fair value of our fixed rate debt was $966.0 million, which is based on having the same debt service requirements that could have been borrowed at the date presented, at prevailing current market interest rates. If interest rates were to rise by 1.00%, or 100 basis points, and our fixed rate debt balance remains constant, we expect the fair value of our debt to decrease by approximately $47.2 million.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company’s management, under the supervision and participation of the Company's Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2022.
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Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15 and 15d-15 of the Exchange Act) during the period ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The nature of the operations of our hotels exposes our hotel properties, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. Other than routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to the Company's knowledge, is any material litigation threatened against the Company.
Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, please refer to the "Risk Factors" sections in our Annual Report, which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Company did not sell any securities during the quarter ended March 31, 2022 that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
The following table summarizes all of the share repurchases during the three months ended March 31, 2022:
| Period | Total number of shares purchased (1) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs (2) | |||||||||||||||||||||||||
| January 1, 2022 through January 31, 2022 | — | $ | — | N/A | N/A | ||||||||||||||||||||||||
| February 1, 2022 through February 28, 2022 | 87,626 | $ | 14.48 | N/A | N/A | ||||||||||||||||||||||||
| March 1, 2022 through March 31, 2022 | — | $ | — | N/A | N/A | ||||||||||||||||||||||||
| Total | 87,626 | — | |||||||||||||||||||||||||||
(1)Includes surrendered common shares owned by certain employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under the 2021 Plan.
(2)The maximum number of shares that may yet be repurchased under a share repurchase program is calculated by dividing the total dollar amount available to repurchase shares by the closing price of our common shares on the last business day of the respective month.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
32
On April 29, 2022, the Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers LLP (“PWC”), the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2022 was ratified, and (iii) the compensation paid to the Company’s named executive officers was approved in an advisory vote. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 30, 2022. The final results for the votes regarding each proposal are set forth below.
Election of Trustees
The following persons were duly elected as trustees of the Company until the 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert L. Johnson, Leslie D. Hale, Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Robin Zeigler. The table below sets forth the voting results for each trustee nominee:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Robert L. Johnson | 137,771,141 | 2,430,741 | 675,310 | 10,181,077 | ||||||||||||||||||||||
| Leslie D. Hale | 140,540,676 | 325,577 | 10,939 | 10,181,077 | ||||||||||||||||||||||
| Evan Bayh | 136,686,135 | 4,179,037 | 12,020 | 10,181,077 | ||||||||||||||||||||||
| Arthur R. Collins | 138,079,441 | 2,788,361 | 9,390 | 10,181,077 | ||||||||||||||||||||||
| Nathaniel A. Davis | 127,627,868 | 13,236,803 | 12,521 | 10,181,077 | ||||||||||||||||||||||
| Patricia L. Gibson | 139,664,243 | 1,197,774 | 15,175 | 10,181,077 | ||||||||||||||||||||||
| Robert M. La Forgia | 139,266,448 | 1,597,851 | 12,893 | 10,181,077 | ||||||||||||||||||||||
| Robert J. McCarthy | 139,547,817 | 1,316,483 | 12,892 | 10,181,077 | ||||||||||||||||||||||
| Robin Zeigler | 132,577,496 | 8,287,267 | 12,429 | 10,181,077 | ||||||||||||||||||||||
Ratification of PWC as the Company’s independent registered public accounting firm
At the Annual Meeting, the Company’s shareholders ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 147,832,763 | 3,209,356 | 16,150 | — | |||||||||||||||||
Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Company’s shareholders voted on a non-binding basis, a resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 36,852,166 | 104,002,223 | 22,803 | 10,181,077 | |||||||||||||||||
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Item 6. Exhibits
The exhibits required to be filed by Item 601 of Regulation S-K are noted below:
Exhibit Index
| Exhibit Number | Description of Exhibit | |||||||||||||
| 3.1 | ||||||||||||||
| 3.2 | ||||||||||||||
| 3.3 | ||||||||||||||
| 3.4 | ||||||||||||||
| 3.5 | ||||||||||||||
| 3.6 | ||||||||||||||
| 31.1* | ||||||||||||||
| 31.2* | ||||||||||||||
| 32.1* | ||||||||||||||
| 101.INS | Inline XBRL Instance Document | Submitted electronically with this report | ||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Submitted electronically with this report | ||||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | Submitted electronically with this report | ||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Submitted electronically with this report | ||||||||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | Submitted electronically with this report | ||||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | Submitted electronically with this report | ||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) | Submitted electronically with this report | ||||||||||||
*Filed herewith
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RLJ LODGING TRUST | |||||
| Dated: May 5, 2022 | /s/ LESLIE D. HALE | ||||
| Leslie D. Hale | |||||
| President and Chief Executive Officer | |||||
| Dated: May 5, 2022 | /s/ SEAN M. MAHONEY | ||||
| Sean M. Mahoney | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| Dated: May 5, 2022 | /s/ CHRISTOPHER A. GORMSEN | ||||
| Christopher A. Gormsen | |||||
| Senior Vice President and Chief Accounting Officer | |||||
| (Principal Accounting Officer) | |||||
35