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Section 1: 10-Q (10-Q)

Document
 
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 June 30, 2018
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 001-34571
 
 
 
 
 
 
PEBBLEBROOK HOTEL TRUST
 
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
Maryland
 
27-1055421
(State of Incorporation
or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
7315 Wisconsin Avenue, 1100 West
Bethesda, Maryland
 
20814
(Address of Principal Executive Offices)
 
(Zip Code)
(240) 507-1300
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☑  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☑  Yes   ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
 ☐(do not check if a smaller reporting company)
 
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.
Class
 
Outstanding at July 23, 2018
Common shares of beneficial interest ($0.01 par value per share)
 
69,039,917



Pebblebrook Hotel Trust
TABLE OF CONTENTS
 
 
 
 
Page
PART I. FINANCIAL INFORMATION
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.


Pebblebrook Hotel Trust
Consolidated Balance Sheets
(In thousands, except share data)
 
June 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
ASSETS
 
 
 
Investment in hotel properties, net
$
2,439,140

 
$
2,456,450

Investment in marketable securities
369,999

 

Ground lease asset, net
28,742

 
29,037

Cash and cash equivalents
17,253

 
25,410

Restricted cash
8,263

 
7,123

Hotel receivables (net of allowance for doubtful accounts of $211 and $245, respectively)
34,971

 
29,206

Prepaid expenses and other assets
55,762

 
43,642

Total assets
$
2,954,130

 
$
2,590,868

LIABILITIES AND EQUITY
 
 
 
Unsecured revolving credit facilities
$
383,000

 
$
45,000

Term loans, net of unamortized deferred financing costs
670,888

 
670,406

Senior unsecured notes, net of unamortized deferred financing costs
99,422

 
99,374

Mortgage debt, net of unamortized deferred financing costs
69,304

 
70,457

Accounts payable and accrued expenses
138,750

 
141,290

Deferred revenues
26,433

 
26,919

Accrued interest
2,270

 
2,073

Distribution payable
31,429

 
31,823

Total liabilities
1,421,496

 
1,087,342

Commitments and contingencies (Note 11)

 

Shareholders’ equity:
 
 
 
Preferred shares of beneficial interest, $.01 par value (liquidation preference $250,000 at June 30, 2018 and at December 31, 2017), 100,000,000 shares authorized; 10,000,000 shares issued and outstanding at June 30, 2018 and December 31, 2017
100

 
100

Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 68,912,185 issued and outstanding at June 30, 2018 and 68,812,575 issued and outstanding at December 31, 2017
689

 
688

Additional paid-in capital
1,684,638

 
1,685,437

Accumulated other comprehensive income (loss)
11,527

 
3,689

Distributions in excess of retained earnings
(169,600
)
 
(191,013
)
Total shareholders’ equity
1,527,354

 
1,498,901

Non-controlling interests
5,280

 
4,625

Total equity
1,532,634

 
1,503,526

Total liabilities and equity
$
2,954,130

 
$
2,590,868

The accompanying notes are an integral part of these financial statements.


3

Table of Contents

Pebblebrook Hotel Trust
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except share and per-share data)
(Unaudited)

 
For the three months ended June 30,
 
For the six months ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Room
$
142,018

 
$
142,522

 
$
264,489

 
$
268,092

Food and beverage
49,210

 
48,387

 
93,778

 
92,019

Other operating
15,273

 
14,808

 
29,289

 
27,784

Total revenues
206,501

 
205,717

 
387,556

 
387,895

Expenses:
 
 
 
 
 
 
 
Hotel operating expenses:
 
 
 
 
 
 
 
Room
33,157

 
34,640

 
64,865

 
67,623

Food and beverage
32,328

 
32,202

 
62,924

 
61,490

Other direct and indirect
54,523

 
54,281

 
106,362

 
106,449

Total hotel operating expenses
120,008

 
121,123

 
234,151

 
235,562

Depreciation and amortization
24,562

 
25,950

 
49,464

 
52,246

Real estate taxes, personal property taxes, property insurance, and ground rent
12,488

 
12,038

 
24,603

 
25,750

General and administrative
8,569

 
6,427

 
11,179

 
12,578

Impairment and other losses
583

 

 
1,378

 
1,049

Gain on insurance settlement
(8,190
)
 

 
(13,088
)
 

Total operating expenses
158,020

 
165,538

 
307,687

 
327,185

Operating income (loss)
48,481

 
40,179

 
79,869

 
60,710

Interest income
59

 
96

 
122

 
96

Interest expense
(10,816
)
 
(9,705
)
 
(20,627
)
 
(19,046
)
Other
22,909

 
(64
)
 
25,356

 

Gain on sale of hotel properties

 
14,587

 

 
14,587

Income (loss) before income taxes
60,633

 
45,093

 
84,720

 
56,347

Income tax (expense) benefit
(2,338
)
 
(1,423
)
 
(1,909
)
 
1,412

Net income (loss)
58,295

 
43,670

 
82,811

 
57,759

Net income (loss) attributable to non-controlling interests
192

 
158

 
299

 
213

Net income (loss) attributable to the Company
58,103

 
43,512

 
82,512

 
57,546

Distributions to preferred shareholders
(4,024
)
 
(4,024
)
 
(8,047
)
 
(8,047
)
Net income (loss) attributable to common shareholders
$
54,079

 
$
39,488

 
$
74,465

 
$
49,499

Net income (loss) per share available to common shareholders, basic
$
0.78

 
$
0.57

 
$
1.08

 
$
0.70

Net income (loss) per share available to common shareholders, diluted
$
0.78

 
$
0.57

 
$
1.07

 
$
0.70

Weighted-average number of common shares, basic
68,912,185

 
69,168,788

 
68,894,413

 
70,383,149

Weighted-average number of common shares, diluted
69,204,571

 
69,468,354

 
69,227,098

 
70,706,802


4

Table of Contents

Pebblebrook Hotel Trust
Consolidated Statements of Operations and Comprehensive Income - Continued
(In thousands, except share and per-share data)
(Unaudited)

 
For the three months ended June 30,
 
For the six months ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Comprehensive Income:
 
 
 
 
 
 
 
Net income (loss)
$
58,295

 
$
43,670

 
$
82,811

 
$
57,759

Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized gain (loss) on derivative instruments
2,012

 
(1,293
)
 
7,290

 
811

Other
579

 

 

 

Comprehensive income (loss)
60,886

 
42,377

 
90,101

 
58,570

Comprehensive income (loss) attributable to non-controlling interests
201

 
154

 
324

 
216

Comprehensive income (loss) attributable to the Company
$
60,685

 
$
42,223

 
$
89,777

 
$
58,354

The accompanying notes are an integral part of these financial statements.


5

Table of Contents


Pebblebrook Hotel Trust
Consolidated Statements of Equity
(In thousands, except share data)
(Unaudited)
 
 
Preferred Shares
 
Common Shares
 
Additional Paid-In Capital
 
Accumulated Other Comprehensive Income (Loss)
 
 Distributions in Excess of Retained Earnings
 
Total Shareholders' Equity
 
Non-Controlling Interests
 
Total Equity
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
 
10,000,000

 
$
100

 
71,922,904

 
$
719

 
$
1,776,404

 
$
(2,312
)
 
$
(169,227
)
 
$
1,605,684

 
$
3,432

 
$
1,609,116

Issuance of shares, net of offering costs
 

 

 

 

 
(62
)
 

 

 
(62
)
 

 
(62
)
Issuance of common shares for Board of Trustees compensation
 

 

 
16,711

 
1

 
502

 

 

 
503

 

 
503

Repurchase of common shares
 

 

 
(3,331,478
)
 
(33
)
 
(95,830
)
 

 

 
(95,863
)
 

 
(95,863
)
Share-based compensation
 

 

 
208,238

 
1

 
2,633

 

 

 
2,634

 
552

 
3,186

Distributions on common shares/units
 

 

 

 

 

 

 
(52,862
)
 
(52,862
)
 
(180
)
 
(53,042
)
Distributions on preferred shares
 

 

 

 

 

 

 
(8,047
)
 
(8,047
)
 
(16
)
 
(8,063
)
Net contribution from non-controlling interests
 

 

 

 

 

 

 

 

 
106

 
106

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on derivative instruments
 

 

 

 

 

 
811

 

 
811

 

 
811

Net income (loss)
 

 

 

 

 

 

 
57,546

 
57,546

 
213

 
57,759

Balance at June 30, 2017
 
10,000,000

 
$
100

 
68,816,375

 
$
688

 
$
1,683,647

 
$
(1,501
)
 
$
(172,590
)
 
$
1,510,344

 
$
4,107

 
$
1,514,451

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
10,000,000

 
$
100

 
68,812,575

 
$
688

 
$
1,685,437

 
$
3,689

 
$
(191,013
)
 
$
1,498,901

 
$
4,625

 
$
1,503,526

Issuance of common shares for Board of Trustees compensation
 

 

 
17,410

 
1

 
661

 

 

 
662

 

 
662

Repurchase of common shares
 

 

 
(69,687
)
 
(1
)
 
(2,506
)
 

 

 
(2,507
)
 

 
(2,507
)
Share-based compensation
 

 

 
151,887

 
1

 
1,046

 

 

 
1,047

 
552

 
1,599

Distributions on common shares/units
 

 

 

 

 

 

 
(52,504
)
 
(52,504
)
 
(180
)
 
(52,684
)
Distributions on preferred shares
 

 

 

 

 

 

 
(8,047
)
 
(8,047
)
 
(16
)
 
(8,063
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on derivative instruments
 

 

 

 

 

 
7,290

 

 
7,290

 

 
7,290

Cumulative effect adjustment from adoption of new accounting standard
 

 

 

 

 

 
548

 
(548
)
 

 

 

Net income (loss)
 

 

 

 

 

 

 
82,512

 
82,512

 
299

 
82,811

Balance at June 30, 2018
 
10,000,000

 
$
100

 
68,912,185

 
$
689

 
$
1,684,638

 
$
11,527

 
$
(169,600
)
 
$
1,527,354

 
$
5,280

 
$
1,532,634


The accompanying notes are an integral part of these financial statements.

6

Table of Contents


Pebblebrook Hotel Trust
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
For the six months ended June 30,
 
2018
 
2017
Operating activities:
 
 
 
Net income (loss)
$
82,811

 
$
57,759

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
49,464

 
52,246

Share-based compensation
1,599

 
3,186

(Gain) loss on marketable securities
(20,477
)
 

Amortization of deferred financing costs and mortgage loan premiums
1,043

 
704

Gain on sale of hotel properties

 
(14,587
)
Impairment and other losses

 
1,049

Non-cash ground rent
1,350

 
1,467

Other
1,146

 
1,438

Changes in assets and liabilities:
 
 
 
Hotel receivables
(5,731
)
 
(7,180
)
Prepaid expenses and other assets
(11,355
)
 
(3,891
)
Accounts payable and accrued expenses
3,140

 
1,755

Deferred revenues
(501
)
 
(444
)
Net cash provided by (used in) operating activities
102,489

 
93,502

Investing activities:
 
 
 
Improvements and additions to hotel properties
(35,301
)
 
(47,364
)
Proceeds from sale of hotel properties

 
203,189

Investment in marketable securities
(356,180
)
 

Sale of marketable securities
6,658

 

Purchase of corporate office equipment, software, and furniture
(26
)
 
(10
)
Property insurance proceeds
2,648

 

Net cash provided by (used in) investing activities
(382,201
)
 
155,815

Financing activities:
 
 
 
Payment of offering costs — common and preferred shares

 
(62
)
Payment of deferred financing costs
(42
)
 
(85
)
Contributions from non-controlling interest

 
106

Borrowings under revolving credit facilities
465,373

 
194,922

Repayments under revolving credit facilities
(127,373
)
 
(233,922
)
Repayments of mortgage debt
(1,175
)
 
(71,170
)
Repurchase of common shares
(2,507
)
 
(95,862
)
Distributions — common shares/units
(53,078
)
 
(54,747
)
Distributions — preferred shares
(8,047
)
 
(8,047
)
Proceeds from refundable membership deposits
30

 
264

Repayments of refundable membership deposits
(486
)
 
(501
)
Net cash provided by (used in) financing activities
272,695

 
(269,104
)
Net change in cash and cash equivalents and restricted cash
(7,017
)
 
(19,787
)
Cash and cash equivalents and restricted cash, beginning of year
32,533

 
40,829

Cash and cash equivalents and restricted cash, end of period
$
25,516

 
$
21,042

The accompanying notes are an integral part of these financial statements.

7


PEBBLEBROOK HOTEL TRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization
Pebblebrook Hotel Trust (the "Company") was formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities, with an emphasis on major gateway coastal markets.
As of June 30, 2018, the Company owned 28 hotels with a total of 6,973 guest rooms. The hotels are located in the following markets: Atlanta (Buckhead), Georgia; Boston, Massachusetts; Miami (Coral Gables), Florida; Minneapolis, Minnesota; Naples, Florida; Nashville, Tennessee; Philadelphia, Pennsylvania; Portland, Oregon; San Diego, California; San Francisco, California; Santa Monica, California; Seattle, Washington; Stevenson, Washington; Washington, D.C.; West Hollywood, California; and Los Angeles (Beverly Hills), California.
Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. At June 30, 2018, the Company owned 99.7% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.3% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), the Company’s taxable REIT subsidiary ("TRS"), which in turn engages third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.
Certain reclassifications have been made to the prior period’s financial statements to conform to the current year presentation.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.
Fair Value Measurements
A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:


8


1.
Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
2.
Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.
3.
Level 3 – Model-derived valuations with unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. Marketable securities are carried at fair value using Level 1 inputs. See Note 5 to the accompanying financial statements for disclosures on the fair value of debt and derivative instruments.
Investment in Hotel Properties
Upon acquisition of a hotel property, the Company allocates the purchase price based on the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. Hotel acquisitions are generally considered to be asset acquisitions defined by ASU 2017-01 and transaction costs related to asset acquisitions are capitalized. Acquisition costs related to business combinations are expensed as incurred and are included in general and administrative expenses on the consolidated statements of operations and comprehensive income.
Hotel renovations and replacements of assets that improve or extend the life of an asset are recorded at cost and depreciated over their estimated useful lives. Assets under capital leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred.
Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations.
The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and holding period, future required capital expenditures, and fair values, including consideration of capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.
The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Board of Trustees has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss, together with the related operating results, as continuing or

9


discontinuing operations on the consolidated statements of operations and comprehensive income and classify the assets and related liabilities as held for sale on the consolidated balance sheets.
Investment in Marketable Securities
The Company's investment in marketable securities consists of common shares and is reported at fair value, based on quoted market prices. Changes in the fair value of equity securities and investment income, including dividends, are reported as a component of “Other” in the consolidated statements of operations and comprehensive income.
As of June 30, 2018, the Company owned 10,809,215 common shares of LaSalle Hotel Properties. For the six months ended June 30, 2018 and 2017, unrealized gains on these marketable securities were $20.2 million and zero, respectively.
Revenue Recognition
Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied.
The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense.
Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company's consolidated statements of operations and comprehensive income.
The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses.
Income Taxes
To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its adjusted taxable income to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, PHL, which leases the Company’s hotels from the Operating Partnership, is subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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.
Share-based Compensation
The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's shares, expected dividend

10


yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.
Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation.
Recent Accounting Standards
In May 2014, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The Company adopted this standard on January 1, 2018 using the modified retrospective transition method. Due to the short-term nature of the Company's revenue streams, the adoption of this standard did not have a material impact on the amount and timing of revenue recognition for revenues from rooms, food and beverage, and other ancillary services. The adoption of this standard had no impact on the Company's revenue or net income, and, therefore, no adjustment was recorded to the Company's opening balance of retained earnings. The adoption of this standard has resulted in the reclassification of certain accounts on the Company's consolidated balance sheets to present deferred revenues (contract liabilities) and additional disclosures. As of December 31, 2017, the Company reclassified $7.5 million from accounts payable and accrued expenses to deferred revenues on the Company's consolidated balance sheets.
In February 2016, the FASB issued ASU 2016-02, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similarly to existing guidance for operating leases today. This guidance is effective for the Company on January 1, 2019, however, early adoption is permitted. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. This ASU is expected to result in the recognition of right-to-use assets and related liabilities to account for the Company's future obligations under the ground lease arrangements for which the Company is the lessee. The Company will continue to evaluate the potential effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.
In August 2016, the FASB issued ASU-2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Payment, which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which clarifies how companies should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires companies to show the changes in the total of cash, cash equivalents, restricted cash equivalents in the statement of cash flows. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements. As a result, the Company's consolidated statements of cash flows included changes to cash and cash equivalents and restricted cash for all periods presented.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The changes to the definition of a business will likely result in more of the Company's property acquisitions qualifying as asset acquisitions, which will permit capitalization of acquisition costs. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017-09,  Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award, and the classification of the modified award as an equity instrument or

11


liability instrument is the same as the original award. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better align risk management activities in financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The Company adopted this standard on January 1, 2018 and reclassified an immaterial amount from retained earnings to accumulated other comprehensive income. In subsequent periods, any ineffectiveness related to the Company's derivatives instruments are reflected in accumulated other comprehensive income.

Note 3. Acquisition and Disposition of Hotel Properties
  
The Company had no acquisitions and dispositions during the six months ended June 30, 2018.
The Company will report a disposed or held for sale hotel property or group of hotel properties in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on its operations and financial results. All other disposed hotel properties will have their operating results reflected within continuing operations on the Company's consolidated statements of operations for all periods presented.
On June 20, 2017, the Company sold the Dumont NYC for $118.0 million and recognized an immaterial gain on sale. In March 2017, the Company recognized an impairment loss of $1.0 million related to this hotel property when the property was designated as held for sale.
On June 23, 2017, the Company sold the parking garage at the Revere Hotel Boston Common for $95.0 million. The Company recognized a gain of $13.9 million related to the sale of this parking garage.
For the three and six months ended June 30, 2017, the Company's consolidated statements of operations included operating income of $2.8 million and $4.2 million, respectively, related to the sale of the Dumont NYC and the parking garage at the Revere Hotel Boston Common.
The sales of the hotel property and parking garage described above did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore, did not qualify as discontinued operations.
Note 4. Investment in Hotel Properties
Investment in hotel properties as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
 
 
June 30,
2018
 
December 31, 2017
Land
$
448,401

 
$
448,401

Buildings and improvements
2,227,616

 
2,205,315

Furniture, fixtures and equipment
250,831

 
240,842

Construction in progress
8,921

 
9,514

Investment in hotel properties
$
2,935,769

 
$
2,904,072

Less: Accumulated depreciation
(496,629
)
 
(447,622
)
Investment in hotel properties, net
$
2,439,140

 
$
2,456,450


On September 10, 2017, Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel ("Hotel Colonnade") located in Coral Gables, Florida and LaPlaya Beach Resort and LaPlaya Beach Club ("LaPlaya") located in Naples, Florida were impacted by Hurricane Irma. Hotel Colonnade did not suffer any material damage and remained open. LaPlaya was closed in anticipation of the storm and re-opened in stages beginning in the fourth quarter of 2017 and was fully reopened in January 2018.

The Company’s insurance policies provide coverage for property damage, business interruption, and reimbursement for other costs that were incurred relating to damages sustained during Hurricane Irma. Insurance proceeds are subject to deductibles. As of June 30, 2018, the Company reached a final agreement with the insurance carriers totaling $20.5 million, and the Company recognized a gain of $8.2 million and $13.1 million for the three and six months ended June 30, 2018, respectively.
Note 5. Debt
Senior Unsecured Revolving Credit Facilities

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The Company's $750.0 million unsecured credit facility provides for a $450.0 million unsecured revolving credit facility and a $300.0 million unsecured term loan (the "First Term Loan"). On October 13, 2017, the Company amended and restated the credit agreement governing its senior unsecured revolving credit facility and the First Term Loan. The revolving credit facility matures in January 2022 with options to extend the maturity date to January 2023 pursuant to certain terms and conditions and payment of an extension fee. 
The First Term Loan matures in January 2023. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement to up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company’s leverage ratio. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement that governs the revolving credit facility and the First Term Loan contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value.
As of June 30, 2018 and December 31, 2017, the Company had $383.0 million and $45.0 million, respectively, in outstanding borrowings under the revolving credit facility. As of June 30, 2018, the Company had $67.0 million borrowing capacity remaining under the revolving credit facility. As of June 30, 2018, the Company was in compliance with the credit agreement debt covenants. For the three and six months ended June 30, 2018, the Company incurred unused commitment fees of $0.2 million and $0.4 million, respectively. For the three and six months ended June 30, 2017, the Company incurred unused commitment fees of $0.1 million and $0.4 million, respectively.
On May 17, 2017, PHL entered into a $10.0 million unsecured revolving credit facility ("PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. On October 13, 2017, PHL amended and restated the credit agreement governing the PHL Credit Facility. The PHL Credit Facility's maturity was extended to January 2022. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company's leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's amended and restated credit agreement. Additionally, PHL is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the PHL Credit Facility.
As of June 30, 2018 and December 31, 2017, PHL had no borrowings under its revolving credit facility. As of June 30, 2018, there is $10.0 million borrowing capacity remaining under the PHL Credit Facility.
Unsecured Term Loan Facilities
On October 13, 2017, the Company amended and restated the credit agreement governing its senior unsecured revolving credit facility and the First Term Loan. The First Term Loan's maturity was extended to January 2023. As of June 30, 2018, the Company had $300.0 million outstanding under the First Term Loan. This term loan facility bears interest at a variable rate of LIBOR plus 1.40% to 2.20%, depending on the Company's leverage ratio.
On April 13, 2015, the Company entered into a second unsecured term loan facility. This term loan had a $100.0 million capacity which could have been increased to up to $200.0 million, subject to lender approval. On January 5, 2016, the Company exercised its option to increase the borrowing capacity to $175.0 million and borrowed the additional $75.0 million resulting from such increase. On October 13, 2017, the Company amended and restated the credit agreement governing this loan and entered into a second credit agreement, in effect separating it into two tranches, consisting of a $65.0 million unsecured term loan maturing in April 2022 (the "Second Term Loan") and a $110.0 million unsecured term loan maturing in October 2024 (the "Fourth Term Loan").
As of June 30, 2018, the Company had $65.0 million outstanding under the Second Term Loan. The Second Term Loan bears interest at a variable rate of LIBOR plus 1.40% to 2.20%, depending on the Company's leverage ratio. The Company has the ability to increase the aggregate borrowing capacity of the Second Term Loan to up to $150.0 million subject to lender approval.
On June 10, 2015, the Company entered into a third unsecured term loan facility (the "Third Term Loan"). The Third Term Loan has a $125.0 million capacity, which may be increased up to $250.0 million, subject to lender approval, and matures in January 2021. On January 5, 2016, the Company exercised its option to increase the borrowing capacity to $200.0 million and borrowed the additional $75.0 million resulting from such increase. On October 13, 2017, the Company amended and restated the credit agreement governing the Third Term Loan. As of June 30, 2018, the Company had $200.0 million outstanding under the Third Term Loan. This Third Term Loan bears interest at a variable rate of LIBOR plus 1.40% to 2.20%, depending on the Company's leverage ratio.
On October 13, 2017, the Company entered into a fourth unsecured term loan facility (the "Fourth Term Loan"). The Fourth Term Loan has a $110.0 million capacity and matures in October 2024. As of June 30, 2018, the Company had $110.0 million outstanding under the Fourth Term Loan. The Fourth Term Loan bears interest at a variable rate of LIBOR plus 1.70%

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to 2.60%, depending on the Company's leverage ratio. The Company has the ability to increase the aggregate borrowing capacity of the Fourth Term Loan to up to $250.0 million subject to lender approval.
As of June 30, 2018 and December 31, 2017, the Company had $675.0 million and $675.0 million, respectively, in aggregate outstanding borrowings under the four unsecured term loan facilities. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility and First Term Loan. As of June 30, 2018, the Company was in compliance with all debt covenants of its term loan facilities. The Company has entered into interest rate swaps to effectively fix the LIBOR rates for all of its unsecured term loan facilities, except for $65.0 million of the Second Term Loan and for $10.0 million of the Fourth Term Loan (see “Derivative and Hedging Activities” below).
Senior Unsecured Notes
On November 12, 2015, the Company issued $60.0 million of senior unsecured notes (the "Series A Notes") bearing a fixed interest rate of 4.70% per annum and maturing in December 2023. On November 12, 2015, the Company issued $40.0 million of senior unsecured notes (the "Series B Notes") bearing a fixed interest rate of 4.93% per annum and maturing in December 2025. The Series A Notes and the Series B Notes are subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility and the First Term Loan. On October 13, 2017, the agreement governing the Series A Notes and the Series B Notes was also amended to match the financial and other covenants in the senior unsecured revolving credit facility, as amended and restated. As of June 30, 2018, the Company was in compliance with all such debt covenants.
Derivative and Hedging Activities
The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. On January 1, 2018, the Company adopted ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
As of June 30, 2018, the Company had interest rate swaps with an aggregate notional amount of $300.0 million to hedge the variable interest rate on the First Term Loan and, as a result, the First Term Loan had a weighted-average effective interest rate of 2.83% per annum through July 13, 2017 and a weighted-average effective interest rate of 3.46% from July 13, 2017 through January 15, 2020, based on the Company’s leverage ratio at June 30, 2018.
The Company entered into interest rate swap agreements with an aggregate notional amount of $200.0 million to effectively fix the LIBOR rate of the Third Term Loan through January 2021, resulting in a weighted-average effective interest rate of 3.21% per annum, based on the Company’s leverage ratio at June 30, 2018.
The Company entered into interest rate swap agreements with an aggregate notional amount of $100.0 million to effectively fix the LIBOR rate of a portion of the Fourth Term Loan through April 2022, resulting in a weighted-average effective interest rate of 3.56% per annum, based on the Company’s leverage ratio at June 30, 2018. The interest rate on the other $10.0 million of the Fourth Term Loan remains floating at a variable rate of LIBOR plus 1.70% to 2.60%, depending on the Company's leverage ratio.
The Company records all derivative instruments at fair value in the consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
As of June 30, 2018, the Company's derivative instruments were in an asset position, with aggregate asset fair values of $11.5 million, in the accompanying consolidated balance sheets. For the six months ended June 30, 2018 and 2017, there was $7.3 million and $0.8 million in unrealized gain (loss), respectively, recorded in accumulated other comprehensive income (loss). For the three and six months ended June 30, 2017, the Company recorded a gain (loss) of $(0.1) million and zero, respectively, for the ineffective portion of the change in fair values of the interest rate swaps. There were no ineffectiveness for the three and six months ended June 30, 2018. For the three and six months ended June 30, 2018, the Company reclassified $(0.2) million and $0.1 million, respectively, from accumulated other comprehensive income (loss) to interest expense. For the three and six months ended June 30, 2017, the Company reclassified $0.7 million and $1.8 million, respectively, from

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accumulated other comprehensive income (loss) to interest expense. The Company expects approximately $3.6 million will be reclassified from accumulated other comprehensive income (loss) to interest expense in the next 12 months.
Mortgage Debt
The Company’s mortgage loan is secured by a first mortgage lien on the underlying property. The mortgage is non-recourse to the Company except for customary carve-outs such as fraud or misapplication of funds.
Debt Summary
Debt as of June 30, 2018 and December 31, 2017 consisted of the following (dollars in thousands):
 
 

 

Balance Outstanding as of
 
Interest Rate

Maturity Date

June 30, 2018

December 31, 2017
Revolving credit facilities
 
 
 
 
 
 
 
Senior unsecured revolving credit facility
Floating (1)

January 2022

$
383,000


$
45,000

PHL unsecured revolving credit facility
Floating (2)

January 2022




Total revolving credit facilities
 
 
 
 
$
383,000

 
$
45,000

 
 
 
 
 
 
 
 
Term loans









First Term Loan
Floating (3)

January 2023

300,000


300,000

Second Term Loan
Floating (3)

April 2022

65,000


65,000

Third Term Loan
Floating (3)

January 2021

200,000


200,000

Fourth Term Loan
Floating (3)
 
October 2024
 
110,000

 
110,000

Total term loans at stated value




675,000


675,000

Deferred financing costs, net




(4,112
)

(4,594
)
Total term loans




$
670,888


$
670,406











Senior unsecured notes









Series A Notes
4.70%

December 2023

60,000


60,000

Series B Notes
4.93%

December 2025

40,000


40,000

Total senior unsecured notes at stated value




100,000


100,000

Deferred financing costs, net




(578
)

(626
)
Total senior unsecured notes




$
99,422


$
99,374











Mortgage loans









The Westin San Diego Gaslamp Quarter
3.69%

January 2020

69,398


70,573

Mortgage loans at stated value




69,398


70,573

Deferred financing costs, net




(94
)

(116
)
Total mortgage loans




$
69,304


$
70,457

Total debt




$
1,222,614


$
885,237

 
________________________ 
(1) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin.
(2) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin.
(3) Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. At June 30, 2018 and December 31, 2017, the Company had interest rate swaps to effectively fix the interest rate for the First Term Loan, the Third Term Loan and a portion

15

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of the Fourth Term Loan. The Company had interest rate swaps on the full amounts outstanding, except for $65.0 million on the Second Term Loan and $10.0 million on the Fourth Term Loan. See "Derivative and Hedging Activities" above.
The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes and mortgage loans) as of June 30, 2018 and December 31, 2017 was $163.3 million and $167.1 million, respectively.
The Company was in compliance with all debt covenants as of June 30, 2018.
Note 6. Revenue
The Company presents revenue on a disaggregated basis on the consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three and six months ended June 30, 2018 and 2017 (in thousands):
 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
 
2018
 
2017
 
2018
 
2017
San Francisco, CA
 
$
48,285

 
$
40,666

 
$
92,733

 
$
84,650

Los Angeles, CA
 
32,736

 
33,679

 
62,465

 
62,499

San Diego, CA
 
16,995

 
17,831

 
34,124

 
35,934

Boston, MA
 
21,770

 
23,240

 
34,088

 
34,944

Seattle, WA
 
9,104

 
8,668

 
15,525

 
14,583

Portland, OR
 
26,492

 
26,629

 
44,905

 
45,296

Other (1)
 
51,119

 
55,004

 
103,716

 
109,989

 
 
$
206,501

 
$
205,717

 
$
387,556

 
$
387,895

(1) Other includes: Atlanta (Buckhead), GA, Coral Gables, FL, Minneapolis, MN, Naples, FL, Nashville, TN, Philadelphia, PA, Washington, DC, and New York City, NY.
Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the year is expected to be recognized as revenue over the next 12 months.
Note 7. Equity
Common Shares
The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $.01 par value per share (“common shares”). Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company's Board of Trustees.
On March 5, 2014, the Company filed a prospectus supplement with the SEC to sell up to $175.0 million in common shares under a new "at the market" offering program (an "ATM program"). At the same time, the Company terminated its prior $170.0 million ATM program. As of March 1, 2017, $159.8 million in common shares remained available for issuance under the $175.0 million ATM program, and as of that date the Company terminated the program.
On February 22, 2016, the Company announced that the Board of Trustees authorized a share repurchase program of up to $150.0 million of the Company's outstanding common shares. Under this program, the Company may repurchase its common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Upon repurchase by the Company, common shares cease to be outstanding and become authorized but unissued common shares. For the six months ended June 30, 2018, the Company had no repurchases under this program and as of June 30, 2018, $56.6 million of common shares remained available for repurchase under this program.
On July 27, 2017, the Company announced that the Board of Trustees authorized a new share repurchase program of up to $100.0 million of the Company's outstanding common shares. Under this program, the Company may repurchase its common

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Table of Contents

shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon completion of the Company's $150.0 million share repurchase program.
Common Dividends
The Company declared the following dividends on common shares/units for the six months ended June 30, 2018:
Dividend per
Share/Unit
 
For the Quarter
Ended
 
Record Date
 
Payable Date
$
0.38

 
March 31, 2018
 
March 29, 2018
 
April 16, 2018
$
0.38

 
June 30, 2018
 
June 29, 2018
 
July 16, 2018
Preferred Shares
The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $.01 par value per share (“preferred shares”).
As of June 30, 2018 and December 31, 2017, the Company had 5,000,000 of its 6.50% Series C Cumulative Redeemable Preferred Shares ("Series C Preferred Shares") and 5,000,000 of its 6.375% Series D Cumulative Redeemable Preferred Shares ("Series D Preferred Shares") outstanding.
The Series C Preferred Shares and Series D Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares are cumulative redeemable preferred shares, do not have any maturity date and are not subject to mandatory redemption. The Company could not redeem the Series C Preferred Shares prior to March 18, 2018 and may not redeem the Series D Preferred Shares prior to June 9, 2021, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after June 9, 2021, the Company may, at its option, redeem the Series D Preferred Shares, and at any time the Company may, at its option, redeem the Series C Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the Company’s common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT or NASDAQ, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares based on a defined formula subject to a share cap. The share cap on each Series C Preferred Share is 2.0325 common shares and each Series D Preferred Share is 1.9794 common shares.
Preferred Dividends
The Company declared the following dividends on preferred shares for the six months ended June 30, 2018:
 
Security Type
 
Dividend  per
Share/Unit
 
For the Quarter
Ended
 
Record Date
 
Payable Date
6.50% Series C
 
$
0.41

 
March 31, 2018
 
March 29, 2018
 
April 16, 2018
6.50% Series C
 
$
0.41

 
June 30, 2018
 
June 29, 2018
 
July 16, 2018
6.375% Series D
 
$
0.40

 
March 31, 2018
 
March 29, 2018
 
April 16, 2018
6.375% Series D
 
$
0.40

 
June 30, 2018
 
June 29, 2018
 
July 16, 2018
Non-controlling Interest of Common Units in Operating Partnership
Holders of Operating Partnership units have certain redemption rights that enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or the Company’s common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

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As of June 30, 2018 and December 31, 2017, the Operating Partnership had 236,351 long-term incentive partnership units (“LTIP units”) outstanding. Of the 236,351 LTIP units outstanding at June 30, 2018, 145,598 LTIP units have vested. Only vested LTIP units may be converted to common units of the Operating Partnership, which in turn can be tendered for redemption as described above.
Note 8. Share-Based Compensation Plan
The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three to five years, with certain awards vesting over periods of up to six years. The Company pays or accrues for dividends on share-based awards. All share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements. As of June 30, 2018, there were 1,207,886 common shares available for issuance under the Plan, assuming performance-based equity awards vest at target.
Service Condition Share Awards
From time to time, the Company awards restricted common shares under the Plan to members of the Board of Trustees, officers and employees. These shares generally vest over three to five years based on continued service or employment.
The following table provides a summary of service condition restricted share activity as of June 30, 2018:
 
 
Shares
 
Weighted-Average
Grant Date
Fair Value
Unvested at December 31, 2017
137,105

 
$
30.05

Granted
52,609

 
36.86

Vested
(61,982
)
 
31.35

Forfeited

 

Unvested at June 30, 2018
127,732

 
$
32.22

The fair value of each of these service condition restricted share awards is determined based on the closing price of the Company’s common shares on the grant date and compensation expense is recognized on a straight-line basis over the vesting period. For the three and six months ended June 30, 2018, the Company recognized approximately $0.5 million and $0.9 million, respectively, of share-based compensation expense related to these service condition restricted shares in the consolidated statement of operations. For the three and six months ended June 30, 2017, the Company recognized approximately $0.5 million and $0.9 million, respectively, of share-based compensation expense related to these service condition restricted shares in the consolidated statements of operations. As of June 30, 2018, there was $3.2 million of total unrecognized share-based compensation expense related to unvested restricted shares. The unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.9 years.
Performance-Based Equity Awards

On January 30, 2013, the Board of Trustees approved a target award of 72,118 performance-based equity awards to officers and employees of the Company. In January 2016, these awards vested and the Company issued 120,730 and 56,562 common shares to officers and non-executive management employees, respectively. The actual number of common shares that ultimately vested were based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2013 through December 31, 2015.
On December 13, 2013, the Board of Trustees approved a target award of 252,088 performance-based equity awards to officers and employees of the Company. The awards vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award and will be determined on each vesting date based upon the two performance criteria as defined in the award agreements for the period of performance beginning on the grant date and ending on the applicable vesting date. In January 2016, the Company issued 25,134 of common shares which represented achieving 49% of the 50,418 target number of shares for that measurement period. In January 2017, the Company issued 12,285 of common shares which represented achieving 25% of the 49,914 target number of shares for that measurement period. In January 2018, the Company issued 72,236 of common shares which represented achieving 145% of the 49,914 target number of shares for that measurement period.

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On February 4, 2014, the Board of Trustees approved a target award of 66,483 performance-based equity awards to officers and employees of the Company. In January 2017, these awards vested and the Company issued 112,782 and 25,619 common shares to officers and non-executive management employees, respectively. The actual number of common shares that ultimately vested was based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2014 through December 31, 2016.
On February 11, 2015, the Board of Trustees approved a target award of 44,962 performance-based equity awards to officers and employees of the Company. In January 2018, these awards vested and the Company issued 14,089 and 2,501 common shares to officers and non-executive management employees, respectively. The actual number of common shares that ultimately vested was based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2015 through December 31, 2017.
On July 27, 2015, a target award of 771 performance-based equity awards was granted to an employee of the Company. In January 2018, these awards vested and the Company issued 1,079 common shares to the employee. The actual number of common shares that ultimately vested was based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2016 through December 31, 2017.
On February 10, 2016, the Board of Trustees approved a target award of 100,919 performance-based equity awards to officers and employees of the Company. These awards vest in 2019. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award (except for 17,372 target awards to non-executive management employees which have no maximum) and will be determined in 2019 based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2016 through December 31, 2018.
On February 15, 2017, the Board of Trustees approved a target award of 81,939 performance-based equity awards to officers and employees of the Company. These awards vest in 2020. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award and will be determined in 2020 based on two performance criteria as defined in the award agreements for the period of performance from January 1, 2017 through December 31, 2019.
On February 14, 2018, the Board of Trustees approved a target award of 78,918 performance-based equity awards to officers and employees of the Company. These awards vest in 2021. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award and will be determined in 2021 based on two performance criteria as defined in the award agreements for the period of performance from January 1, 2018 through December 31, 2020.
The grant date fair value of the performance awards, with market conditions, were determined using a Monte Carlo simulation method with the following assumptions:

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Table of Contents

Performance Award Grant Date
 
Percentage of Total Award
 
Grant Date Fair Value by Component ($ in millions)
 
Volatility
 
Interest Rate
 
Dividend Yield
January 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
$0.7
 
31.00%
 
0.41%
 
2.20%
 
Absolute Total Shareholder Return
 
30.00%
 
$0.5
 
31.00%
 
0.41%
 
2.20%
 
EBITDA Comparison
 
40.00%
 
$0.7
 
31.00%
 
0.41%
 
2.20%
 
 
 
 
 
 
 
 
 
 
 
 
December 13, 2013
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
50.00%
 
$4.7
 
29.00%
 
0.34% - 2.25%
 
2.40%
 
Absolute Total Shareholder Return
 
50.00%
 
$2.9
 
29.00%
 
0.34% - 2.25%
 
2.40%
 
 
 
 
 
 
 
 
 
 
 
 
February 4, 2014
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
$0.7
 
29.00%
 
0.62%
 
2.40%
 
Absolute Total Shareholder Return
 
30.00%
 
$0.5
 
29.00%
 
0.62%
 
2.40%
 
EBITDA Comparison
 
40.00%
 
$0.8
 
29.00%
 
0.62%
 
2.40%
 
 
 
 
 
 
 
 
 
 
 
 
February 11, 2015
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
$0.9
 
22.00%
 
1.02%
 
2.50%
 
Absolute Total Shareholder Return
 
40.00%
 
$0.7
 
22.00%
 
1.02%
 
2.50%
 
EBITDA Comparison
 
30.00%
 
$0.7
 
22.00%
 
1.02%
 
2.50%
 
 
 
 
 
 
 
 
 
 
 
 
July 27, 2015
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
(1) 
22.00%
 
0.68%
 
2.50%
 
Absolute Total Shareholder Return
 
40.00%
 
(1) 
22.00%
 
0.68%
 
2.50%
 
EBITDA Comparison
 
30.00%
 
(1) 
22.00%
 
0.68%
 
2.50%
 
 
 
 
 
 
 
 
 
 
 
 
February 10, 2016
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
70.00%
 
$1.6
 
25.00%
 
0.71%
 
3.00%
 
Absolute Total Shareholder Return
 
15.00%
 
$0.2
 
25.00%
 
0.71%
 
3.00%
 
EBITDA Comparison
 
15.00%
 
$0.4
 
25.00%
 
0.71%
 
3.00%
 
 
 
 
 
 
 
 
 
 
 
 
February 15, 2017
 
 
 
 
 
 
 
 
 
 
 
Relative and Absolute Total Shareholder Return
 
65.00% / 35.00%
 
$2.7
 
28.00%
 
1.27%
 
5.60%
 
 
 
 
 
 
 
 
 
 
 
 
February 14, 2018
 
 
 
 
 
 
 
 
 
 
 
Relative and Absolute Total Shareholder Return
 
65.00% / 35.00%
 
$3.5
 
28.00%
 
2.37%
 
4.70%
(1)Amounts round to zero.

In the table above, the Relative Total Shareholder Return and Absolute Total Shareholder Return components are market conditions as defined by ASC 718. The EBITDA Comparison component is a performance condition as defined by ASC 718, and, therefore, compensation expense related to this component will be reassessed at each reporting date based on the Company's estimate of the probable level of achievement, and the accrual of compensation expense will be adjusted as appropriate.
 

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Dividends on unvested performance-based equity awards accrue over the vesting period and will be paid on the actual number of shares that vest at the end of the applicable period. The Company recognizes compensation expense on a straight-line basis through the vesting date. As of June 30, 2018, there was approximately $6.8 million of unrecognized compensation expense related to these performance-based equity awards which will be recognized over the weighted-average remaining vesting period of 1.8 years. For the three and six months ended June 30, 2018, the Company recognized $1.1 million and $0.1 million, respectively, in expense related to these awards. For the three and six months ended June 30, 2017, the Company recognized $1.3 million and $1.7 million, respectively, in expense related to these awards.
Long-Term Incentive Partnership Units
LTIP units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP units are a class of partnership unit in the Operating Partnership and receive, whether vested or not, the same per-unit profit distributions as the other outstanding units in the Operating Partnership, which equal per-share distributions on common shares. LTIP units are allocated their pro-rata share of the Company's net income (loss). Vested LTIP units may be converted by the holder, at any time, into an equal number of common Operating Partnership units and thereafter will possess all of the rights and interests of a common Operating Partnership unit, including the right to redeem the common Operating Partnership unit for a common share in the Company or cash, at the option of the Operating Partnership.
As of June 30, 2018, the Operating Partnership had two classes of LTIP units, LTIP Class A and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.
On December 13, 2013, the Board of Trustees approved a grant of 226,882 LTIP Class B units to executive officers of the Company. These LTIP units are subject to time-based vesting in five equal annual installments beginning January 1, 2016 and ending on January 1, 2020. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $29.19 per unit. The aggregate grant date fair value of the LTIP Class B units was $6.6 million.
As of June 30, 2018, the Company had 236,351 LTIP units outstanding. All unvested LTIP units will vest upon a change in control. As of June 30, 2018, of the 236,351 units outstanding, 145,598 LTIP units have vested.
For the three and six months ended June 30, 2018 , the Company recognized $0.3 million and $0.6 million, respectively, in expense related to these LTIP units. For the three and six months ended June 30, 2017, the Company recognized $0.3 million and $0.6 million, respectively, in expense related to these LTIP units. As of June 30, 2018, there was $1.6 million of total unrecognized share-based compensation expense related to LTIP units. This unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 0.8 years. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s consolidated balance sheets.
Note 9. Income Taxes
The Company's TRS, PHL, is subject to federal and state corporate income taxes at statutory tax rates. The Company has estimated PHL's income tax expense (benefit) for the six months ended June 30, 2018 using an estimated combined federal and state effective tax rate of 30.0%.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of June 30, 2018 and December 31, 2017, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2014 and 2013, respectively.
Note 10. Earnings Per Share
The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data):

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For the three months ended June 30,
 
For the six months ended June 30,
 
2018
 
2017
 
2018
 
2017
Numerator:
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
54,079

 
$
39,488

 
$
74,465

 
$
49,499

Less: dividends paid on unvested share-based compensation
(83
)
 
(104
)
 
(166
)
 
(207
)
Undistributed earnings attributable to share-based compensation
(88
)
 
(52
)
 
(69
)
 

Net income (loss) available to common shareholders
$
53,908

 
$
39,332

 
$
74,230

 
$
49,292

Denominator:
 
 
 
 
 
 
 
Weighted-average number of common shares — basic
68,912,185

 
69,168,788

 
68,894,413

 
70,383,149

Effect of dilutive share-based compensation
292,386

 
299,566

 
332,685

 
323,653

Weighted-average number of common shares — diluted
69,204,571

 
69,468,354

 
69,227,098

 
70,706,802

 
 
 
 
 
 
 
 
Net income (loss) per share available to common shareholders — basic
$
0.78

 
$
0.57

 
$
1.08

 
$
0.70

Net income (loss) per share available to common shareholders — diluted
$
0.78

 
$
0.57

 
$
1.07

 
$
0.70

For the three and six months ended June 30, 2018, 83,130 and 4,212, respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. There were 17,758 and 18,394 unvested service condition restricted shares and performance-based equity awards excluded from diluted weighted-average common shares for the three and six months ended June 30, 2017, respectively, as their effect would have been anti-dilutive. The LTIP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.
Note 11. Commitments and Contingencies
Management Agreements
The Company’s hotel properties are operated pursuant to management agreements with various management companies. The terms of these management agreements range from five years to 21 years, not including renewals, and five years to 52 years, including renewals. Many of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to four times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement.
The management agreements require the payment of a base management fee generally between 2% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance 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. Combined base and incentive management fees were $6.1 million and $11.4 million for the three and six months ended June 30, 2018, respectively, and $6.1 million and $11.5 million for the three and six months ended June 30, 2017, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's consolidated statements of operations and comprehensive income.
Reserve Funds

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Certain of the Company’s agreements with its hotel managers, franchisors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.
Restricted Cash
At June 30, 2018 and December 31, 2017, the Company had $8.3 million and $7.1 million, respectively, in restricted cash, which consisted of reserves for replacement of furniture and fixtures or reserves to pay for real estate taxes or property insurance under certain hotel management agreements or loan agreements.
Ground and Hotel Leases
The Hotel Monaco Washington DC is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2059. The hotel is required to pay the greater of an annual base rent of $0.2 million or a percentage of gross hotel revenues and gross food and beverage revenues in excess of certain thresholds, as defined in the agreement. The lease contains certain restrictions on modifications that can be made to the hotel structure due to its status as a national historic landmark.
The Argonaut Hotel is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2059. The hotel is required to pay the greater of an annual base rent of $1.3 million or a percentage of rooms revenues, food and beverage revenues and other department revenues in excess of certain thresholds, as defined in the agreement. The lease contains certain restrictions on modifications that can be made to the structure due to its status as a national historic landmark.

The Hotel Zelos San Francisco is subject to a long-term hotel lease agreement for the right to use the ground floor lobby area and floors five through nine of the building and underlying land. The hotel lease expires in 2097. The hotel is required to pay the greater of a fixed rent or percentage rent. The fixed rent increases annually by at least 2% and at most the lesser of (i) the increase in the consumer price index ("CPI") and (ii) 4%. Percentage rent is based on gross hotel and gross food and beverage revenues in excess of certain thresholds (adjusted for CPI increases), as defined in the lease agreement.

The Hotel Zephyr Fisherman's Wharf is subject to a long-term primary ground lease agreement. Through 2016, the primary ground lease required the hotel to make annual base rental payments of $0.1 million and percentage rental payments based on 5% of room revenues and 7.5% of retail revenues attributed to guest rooms and retail space added to the hotel property in 1998. Beginning in 2017, the primary ground lease requires the hotel to pay percentage rent based on 6% of total room revenues and 7.5% of total retail and parking revenues. The primary ground lease expires in 2062.

The Hotel Zeppelin San Francisco is subject to a long-term hotel lease for the right to use floors three through seven, the basement and the roof of an adjacent, attached building containing 64 of the 196 guest rooms at the property. The hotel lease expires in 2059, with a one-time extension option of 30 years. The Company is required to pay annual base rent of approximately $0.5 million, beginning in October 2017. The annual base rent is subject to a fixed increase every year during the remaining lease term. The building portion of the long-term hotel lease was determined to be a capital lease.

The Hotel Palomar Los Angeles Beverly Hills is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2107, including 19 five-year extension options. The hotel is required to pay annual base rent of approximately $3.8 million through January 2021 and the base rent will be adjusted for CPI increases at each five-year extension.

The Union Station Hotel Nashville, Autograph Collection is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2105. The hotel is required to pay the greater of annual base rent of $0.1 million or annual real property taxes.

The ground leases and the Hotel Zelos San Francisco hotel lease are considered operating leases. The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense was $3.4 million and $6.5 million for the three and six months ended June 30, 2018, respectively, and $3.4 million and $6.6 million for the three and six months ended June 30, 2017, respectively. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's consolidated statements of operations and comprehensive income.

Litigation

23

Table of Contents

The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.


Note 12. Supplemental Information to Statements of Cash Flows
 
 
For the six months ended June 30,
 
2018
 
2017
 
(in thousands)
Interest paid, net of capitalized interest
$
18,729

 
$
17,871

Income taxes paid
$
99

 
$
540

Non-Cash Investing and Financing Activities:
 
 
 
Distributions payable on common shares/units
$
27,987

 
$
28,066

Distributions payable on preferred shares
$
3,442

 
$
3,442

Issuance of common shares for Board of Trustees compensation
$
662

 
$
503

Accrued additions and improvements to hotel properties
$
1,566

 
$
514

Write-off of deferred financing costs
$

 
$
776


24

Table of Contents


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 the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries, unless the context indicates otherwise.

FORWARD-LOOKING STATEMENTS
This report, together with other statements and information publicly disseminated by us, contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "potential", "could", "seek", "assume", "forecast", "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, estimated costs and durations of renovation or restoration projects, estimated insurance recoveries, our ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and our ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:
risks associated with the hotel industry, including competition, changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S., increases in employment costs, energy costs and other operating costs, or decreases in demand caused by events beyond our control including, without limitation, actual or threatened terrorist attacks, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;
the availability and terms of financing and capital and the general volatility of securities markets;
our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;
risks associated with the global economy and real estate industry, including environmental contamination and costs of complying with the Americans with Disabilities Act and similar laws;
interest rate increases;
our possible failure to qualify as a REIT under the Code and the risk of changes in laws affecting REITs;
the timing and availability of potential hotel acquisitions and our ability to identify and complete hotel acquisitions in accordance with our business strategy;
the possibility of uninsured losses;
risks associated with redevelopment and repositioning projects, including delays and cost overruns; and
the other factors discussed under the heading "Risk Factors" in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2017.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Overview


25

Table of Contents

The U.S. lodging industry is expected to continue to generate revenue growth during the second half of 2018. Corporate business travel demand has recently improved along with positive business sentiment and a growing global economy. Leisure travel demand is solid, and international inbound travel demand started to grow. On average, supply has increased in many of the larger urban markets such as New York, Boston, Los Angeles, Miami, Nashville, Philadelphia, Portland, Seattle and Washington, D.C. As a result, we expect that the larger urban markets in general will continue to underperform the U.S. lodging industry’s modest RevPAR growth in 2018.
We believe that our capital reinvestments and redevelopment projects will drive continued operating cash flow growth and higher long-term economic values across our portfolio. In the second quarter, we saw significant gains in revenues and EBITDA at our recently renovated Hotel Zoe Fisherman's Wharf, following its transformation completed last year and Hotel Zeppelin San Francisco following its transformation and reopening in spring 2016. During the second quarter, our hotels performed better than expected, and we are encouraged by the positive travel trends in increased short-term group and transient bookings, fewer cancellations, better group attendance and increased overall group spend, as well as solid demand from the leisure segment. The overall improvements in business travel trends have been broad based across our portfolio. Our hotels continue to see strong revenue growth bolstered by our efforts to add value through enhanced amenities and redeveloped food and beverage outlets and public areas.
The remediation of our 189-room LaPlaya Beach Resort and LaPlaya Beach Club (“LaPlaya”) property following damage caused by Hurricane Irma was completed in January 2018 but we expect to complete additional repair work through the third quarter of 2018. As of June 30, 2018, we reached a final agreement with our insurance carriers totaling $20.5 million, and we recognized a gain of $8.2 million and $13.1 million for the three and six months ended June 30, 2018, respectively.
As of June 30, 2018, we owned 10,809,215 common shares of LaSalle Hotel Properties representing approximately 9.8 percent of such outstanding common shares. The total value of this investment was $370.0 million on June 30, 2018, based on the closing market price of such shares on that date. While our most recent offer to strategically combine with Lasalle Hotel Properties was rejected, we continue to pursue our proposed business combination with LaSalle Hotel Properties and our most recent offer remains outstanding.
While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels’ operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.

Key Indicators of Financial Condition and Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); average daily rate ("ADR"); occupancy rate ("Occupancy"); funds from operations ("FFO"); earnings before interest, income taxes, depreciation and amortization ("EBITDA"); and EBITDA for real estate ("EBITDAre"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See "Non-GAAP Financial Matters" for further discussion of FFO, EBITDA and EBIDTAre.

Hotel Operating Statistics

The following table represents the key same-property hotel operating statistics for our hotels for the three and six months ended June 30, 2018 and 2017.
 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Same-Property Occupancy
 
87.8
%
 
86.9
%
 
83.9
%
 
83.7
%
Same-Property ADR
 
$
254.81

 
$
251.08

 
$
249.90

 
$
247.13

Same-Property RevPAR
 
$
223.81

 
$
218.19

 
$
209.57

 
$
206.93


The table above includes information from all of the hotels we owned as of June 30, 2018.

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Non-GAAP Financial Measures
Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO, EBITDA and EBITDAre, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.
We calculate FFO in accordance with standards established by Nareit, which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets (including impairment of real estate related joint ventures), the cumulative effect of changes in accounting principles 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 industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization, gains (losses) from sales of real estate and impairments of real estate assets (including impairment of real estate related joint ventures), all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.
The following table reconciles net income (loss) to FFO and FFO available to common share and unit holders for the three and six months ended June 30, 2018 and 2017 (in thousands):
 
For the three months ended June 30,
 
For the six months ended June 30,
 
2018
 
2017
 
2018
 
2017
Net income (loss)
$
58,295

 
$
43,670

 
$
82,811

 
$
57,759

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization
24,510

 
25,892

 
49,359

 
52,129

(Gain) loss on sale of hotel properties

 
(14,587
)
 

 
(14,587
)
Impairment loss

 

 

 
1,049

FFO
$
82,805

 
$
54,975

 
$
132,170

 
$
96,350

Distribution to preferred shareholders
(4,024
)
 
(4,024
)
 
(8,047
)
 
(8,047
)
FFO available to common share and unit holders
$
78,781

 
$
50,951

 
$
124,123

 
$
88,303

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. The white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate” approved by Nareit defines EBITDAre as net income or loss (computed in accordance with U.S. GAAP), excluding interest expense, income tax, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and after comparable adjustments for our portion of these items related to unconsolidated affiliates. We believe that EBITDA and EBITDAre provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).
The following table reconciles net income (loss) to EBITDA and EBITDAre for the three and six months ended June 30, 2018 and 2017 (in thousands):
 
For the three months ended June 30,
 
For the six months ended June 30,
 
2018
 
2017
 
2018
 
2017
Net income (loss)
$
58,295

 
$
43,670

 
$
82,811

 
$
57,759

Adjustments:
 
 
 
 
 
 
 
Interest expense
10,816

 
9,705

 
20,627

 
19,046

Income tax expense (benefit)
2,338

 
1,423

 
1,909

 
(1,412
)
Depreciation and amortization
24,562

 
25,950

 
49,464

 
52,246

EBITDA
$
96,011

 
$
80,748

 
$
154,811

 
$
127,639

Gain on sale of hotel properties

 
(14,587
)
 

 
(14,587
)
Impairment loss

 

 

 
1,049

EBITDAre
$
96,011

 
$
66,161

 
$
154,811

 
$
114,101


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Table of Contents

FFO, EBITDA and EBITDAre do not represent cash generated from operating activities as determined by U.S. GAAP and should not be considered as alternatives to U.S. GAAP net income (loss), as indications of our financial performance, or to U.S. GAAP cash flow from operating activities, as measures of liquidity. In addition, FFO, EBITDA and EBITDAre are not indicative of funds available to fund cash needs, including the ability to make cash distributions.
Results of Operations
At June 30, 2018 and 2017, we had 28 wholly owned properties and leasehold interests. All properties owned during these periods have been included in our results of operations during the respective periods since their dates of acquisition and through the dates of disposition, as applicable. Based on when a property was acquired or disposed, operating results for certain properties are not comparable for the three and six months ended June 30, 2018 and 2017. The properties listed in the table below are hereinafter referred to as "non-comparable properties" for the periods indicated and all other properties are referred to as "comparable properties":
Property
 
Location
 
Acquisition/Disposition Date
 
Non-comparable property for the three months ended June 30, 2018 and 2017
 
Non-comparable property for the six months ended June 30, 2018 and 2017
Dumont NYC
(1) 
New York, NY
 
October 19, 2016
 
X
 
X
(1) We obtained full ownership of this property as a result of the joint venture redemption transaction in October 2016. We subsequently sold this property on June 20, 2017.
Comparison of the three months ended June 30, 2018 to the three months ended June 30, 2017
Revenues — Total hotel revenues increased by $0.8 million, primarily as a result of increases at our San Francisco properties in addition to the completion of renovations at Hotel Zoe Fisherman's Wharf and Hotel Palomar Los Angeles Beverly Hills that were under renovation for a part of 2017. This was offset by the decline in revenues due to the sales of the Dumont NYC and parking garage at the Revere Hotel Boston Common in 2017.
Hotel operating expenses — Total hotel operating expenses decreased by $1.1 million, most of which was a result of the sale of the non-comparable property.
Depreciation and amortization — Depreciation and amortization expense decreased by $1.4 million, which was a result of assets at certain hotels becoming fully depreciated as renovations are performed.
Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent increased by $0.5 million primarily due to higher real estate assessments for some of our properties as a result of renovations and an increase in real estate tax at one California property which had won an appeal causing a lower expense in 2017. These increases were partially offset by a decline in real estate tax and insurance resulting from the sales of the non-comparable property and parking garage at the Revere Hotel Boston Common.
Corporate general and administrative — Corporate general and administrative expenses increased by $2.1 million primarily due to additional costs related to efforts to pursue the proposed business combination with LaSalle Hotel Properties. Corporate general and administrative expenses consist of employee compensation costs, legal and professional fees, acquisition and disposition costs, costs related to strategic transactions, insurance, state franchise taxes and other expenses.
Impairment and other losses — Impairment and other losses increased by $0.6 million due to the costs related to the property damage sustained by LaPlaya from Hurricane Irma. There was no such expense incurred during the same period in the prior year.
Gain on insurance settlement — Gain on insurance settlement increased by $8.2 million as a result of the settlement of the business interruption and property damage insurance claims relating to Hurricane Irma at LaPlaya.
Interest expense — Interest expense increased by $1.1 million as a result of higher borrowings under the revolving credit facility during 2018, primarily related to the major investment in marketable securities.
Other — Other income increased by $23.0 million due to the unrealized gain and dividend income from marketable securities.
Gain on sale of hotel properties — Gain on sale of hotel properties was $14.6 million in 2017 as a result of the sale of the Dumont NYC and parking garage at Revere Hotel Boston Boston Common. There were no property sales in 2018.

28


Income tax (expense) benefit — Income tax expense increased by $0.9 million due primarily to an increase in taxable income of PHL during the quarter compared to the same period in the prior year which was partially offset by the decline in our effective tax rate.
Non-controlling interests — Non-controlling interests represent the allocation of income or loss of our Operating Partnership to the common units held by the LTIP unit holders.
Other comprehensive income (loss) — Other comprehensive income changed from a loss of $1.3 million in 2017 to a gain of $2.0 million in 2018 as a result of the change in unrealized gain from interest rate swap derivatives.
Comparison of the six months ended June 30, 2018 to the six months ended June 30, 2017
Revenues — Total hotel revenues decreased by $0.3 million as a result of the decline in revenues from the sales of the Dumont NYC and the parking garage at the Revere Hotel Boston Common offset by an increase in revenue at our San Francisco properties and the completion of renovations at Hotel Zoe Fisherman's Wharf and Hotel Palomar Los Angeles Beverly Hills that were under renovation for a part of 2017.
Hotel operating expenses — Total hotel operating expenses decreased $1.4 million, which was a result of a decline in expenses of $6.1 million from the non-comparable properties offset by increases in expenses at Revere Hotel Boston Common and Hotel Zoe San Francisco which were under renovation during the first half of 2017.
Depreciation and amortization — Depreciation and amortization expense decreased by $2.8 million primarily due to the reduction in depreciation following the sale of the non-comparable property and assets at certain hotels becoming fully depreciated as renovations are performed.
Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent decreased by $1.1 million primarily due a decline in real estate tax as a result of selling the parking garage at the Revere Hotel Boston Common and the non-comparable property partially offset by an increase in real estate tax at one California property which had won an appeal causing a lower expense in 2017. Real estate taxes for the rest of the portfolio and ground rent were generally consistent with the prior year.
Corporate general and administrative — Corporate general and administrative expenses decreased by $1.4 million due to a decrease in share-based compensation as a result of a reduction in the number of performance shares expected to vest which was offset by additional costs related to efforts to pursue the proposed business combination with LaSalle Hotel Properties. Corporate general and administrative expenses consist of employee compensation costs, legal and professional fees, acquisition and disposition costs, costs related to strategic transactions, insurance, state franchise taxes and other expenses.
Impairment and other losses — Impairment and other losses increased by $0.3 million. An impairment of $1.0 million was recognized in the first quarter of 2017 related to the sale of the Dumont NYC. In 2018, the Company incurred $1.4 million in costs related to the property damage sustained by LaPlaya from Hurricane Irma which were recovered through insurance proceeds.
Gain on insurance settlement — Gain on insurance settlement increased by $13.1 million as a result of the settlement of business interruption and property damage insurance claims relating to Hurricane Irma at LaPlaya.
Interest expense — Interest expense increased by $1.6 million as a result of higher borrowings under the revolving credit facility during 2018, primarily related to the major investment in marketable securities.
Other — Other income increased by $25.4 million due to the unrealized gain and dividend income from our investment in marketable securities.
Gain on sale of hotel properties — Gain on sale of hotel properties was $14.6 million in 2017 as a result of the sale of the Dumont NYC and parking garage at Revere Hotel Boston Boston Common. There were no property sales in 2018.
Income tax (expense) benefit — Income tax expense increased by $3.3 million due primarily to an increase in taxable income of PHL during 2018 compared to 2017 which was partially offset by the decline in our effective tax rate.
Non-controlling interests — Non-controlling interests represent the allocation of income or loss of our Operating Partnership to the common units held by the LTIP unit holders.
Other comprehensive income (loss) — Other comprehensive income increased from a gain of $0.8 million in 2017 to a gain of $7.3 million in 2018 as a result of an increase in unrealized gain from interest rate swap derivatives.


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Table of Contents

Critical Accounting Policies

Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which 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. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.
Recent Accounting Standards
See Note 2, “Summary of Significant Accounting Policies,” to our consolidated interim financial statements for additional information relating to recently issued accounting pronouncements.

Liquidity and Capital Resources
We expect to meet our short-term liquidity requirements through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our senior unsecured revolving credit facilities. We expect our existing cash balances and cash provided by operations will be adequate to fund operating requirements, service debt and fund dividends in accordance with the REIT requirements of the federal income tax laws.
We expect to meet our long-term liquidity requirements, such as hotel property acquisitions, property redevelopment, investments in new joint ventures, and debt principal payments and debt maturities, through the net proceeds from additional issuances of common shares, additional issuances of preferred shares, issuances of units of limited partnership interest in our Operating Partnership, secured and unsecured borrowings, hotel property sales, the sale of marketable securities and cash provided by operations. The success of our business strategy may depend in part on our ability to access additional capital through issuances of debt and equity securities, which is dependent on favorable market conditions.
We strive to maintain prudent debt leverage and intend to opportunistically enhance our capital position.
Unsecured Revolving Credit Facilities, Unsecured Term Loan Facilities and Senior Unsecured Notes
Our $750.0 million unsecured credit facility provides for a $450.0 million unsecured revolving credit facility (the "Revolver") and a $300.0 million unsecured term loan (the "First Term Loan"). On October 13, 2017, we amended and restated the credit agreement governing our unsecured revolving credit facility and the First Term Loan. The Revolver matures in January 2022 with options to extend the maturity date to January 2023 and the First Term Loan matures in January 2023.
As of June 30, 2018, we had $383.0 million outstanding under the Revolver and $300.0 million outstanding under the First Term Loan. As of June 30, 2018, we had $67.0 million borrowing capacity remaining under the Revolver. We have the ability to further increase the aggregate borrowing capacity under the credit agreement to up to $1.3 billion, subject to lender approval. We intend to repay indebtedness incurred under the Revolver from time to time out of cash flows from operations and, as market conditions permit, from the net proceeds of issuances of additional equity and debt securities and from the net proceeds of dispositions of hotel properties.