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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chesapeake Lodging Trust | NYSE:CHSP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.17 | 0 | 01:00:00 |
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
MARYLAND
|
|
27-0372343
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
1997 Annapolis Exchange Parkway, Suite 410 Annapolis, Maryland
|
|
21401
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
o
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
|
Page
|
PART I
|
||
|
|
|
PART II
|
||
|
|
|
Item 1.
|
Financial Statements
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
|
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Property and equipment, net
|
|
$
|
1,431,589
|
|
|
$
|
1,422,439
|
|
Intangible assets, net
|
|
38,631
|
|
|
38,781
|
|
||
Cash and cash equivalents
|
|
34,684
|
|
|
28,713
|
|
||
Restricted cash
|
|
33,841
|
|
|
34,235
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $100 and $91, respectively
|
|
18,061
|
|
|
13,011
|
|
||
Prepaid expenses and other assets
|
|
13,899
|
|
|
10,478
|
|
||
Deferred financing costs, net of accumulated amortization of $4,216 and $3,497, respectively
|
|
5,782
|
|
|
6,501
|
|
||
Total assets
|
|
$
|
1,576,487
|
|
|
$
|
1,554,158
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Long-term debt
|
|
$
|
564,239
|
|
|
$
|
531,771
|
|
Accounts payable and accrued expenses
|
|
48,307
|
|
|
45,982
|
|
||
Other liabilities
|
|
31,714
|
|
|
29,848
|
|
||
Total liabilities
|
|
644,260
|
|
|
607,601
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Preferred shares, $.01 par value; 100,000,000 shares authorized; Series A Cumulative Redeemable Preferred Shares; 5,000,000 shares issued and outstanding, respectively ($127,422 liquidation preference)
|
|
50
|
|
|
50
|
|
||
Common shares, $.01 par value; 400,000,000 shares authorized; 50,033,997 shares and 49,574,005 shares issued and outstanding, respectively
|
|
501
|
|
|
496
|
|
||
Additional paid-in capital
|
|
992,308
|
|
|
991,417
|
|
||
Cumulative dividends in excess of net income
|
|
(60,593
|
)
|
|
(45,339
|
)
|
||
Accumulated other comprehensive loss
|
|
(39
|
)
|
|
(67
|
)
|
||
Total shareholders’ equity
|
|
932,227
|
|
|
946,557
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,576,487
|
|
|
$
|
1,554,158
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
REVENUE
|
|
|
|
|
||||
Rooms
|
|
$
|
70,839
|
|
|
$
|
51,544
|
|
Food and beverage
|
|
20,268
|
|
|
15,912
|
|
||
Other
|
|
3,667
|
|
|
3,145
|
|
||
Total revenue
|
|
94,774
|
|
|
70,601
|
|
||
|
|
|
|
|
||||
EXPENSES
|
|
|
|
|
||||
Hotel operating expenses:
|
|
|
|
|
||||
Rooms
|
|
18,619
|
|
|
14,019
|
|
||
Food and beverage
|
|
16,210
|
|
|
12,592
|
|
||
Other direct
|
|
1,781
|
|
|
1,771
|
|
||
Indirect
|
|
36,149
|
|
|
26,580
|
|
||
Total hotel operating expenses
|
|
72,759
|
|
|
54,962
|
|
||
Depreciation and amortization
|
|
12,498
|
|
|
8,839
|
|
||
Air rights contract amortization
|
|
130
|
|
|
130
|
|
||
Corporate general and administrative
|
|
3,920
|
|
|
3,342
|
|
||
Hotel acquisition costs
|
|
—
|
|
|
2,899
|
|
||
Total operating expenses
|
|
89,307
|
|
|
70,172
|
|
||
Operating income
|
|
5,467
|
|
|
429
|
|
||
Interest income
|
|
—
|
|
|
218
|
|
||
Interest expense
|
|
(6,686
|
)
|
|
(5,441
|
)
|
||
Loss before income taxes
|
|
(1,219
|
)
|
|
(4,794
|
)
|
||
Income tax benefit
|
|
3,397
|
|
|
2,284
|
|
||
Net income (loss)
|
|
2,178
|
|
|
(2,510
|
)
|
||
Preferred share dividends
|
|
(2,422
|
)
|
|
(2,422
|
)
|
||
Net loss available to common shareholders
|
|
$
|
(244
|
)
|
|
$
|
(4,932
|
)
|
Net loss available per common share—basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.11
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Net income (loss)
|
|
$
|
2,178
|
|
|
$
|
(2,510
|
)
|
Other comprehensive income:
|
|
|
|
|
||||
Unrealized losses on cash flow hedge instruments
|
|
(9
|
)
|
|
(42
|
)
|
||
Reclassification of unrealized losses on cash flow hedge instruments to interest expense
|
|
37
|
|
|
259
|
|
||
Comprehensive income (loss)
|
|
$
|
2,206
|
|
|
$
|
(2,293
|
)
|
|
|
Preferred Shares
|
|
Common Shares
|
|
Additional Paid-In Capital
|
|
Cumulative
Dividends in
Excess of Net Income
|
|
Accumulated
Other
Comprehensive Loss
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at December 31, 2013
|
|
5,000,000
|
|
|
$
|
50
|
|
|
49,574,005
|
|
|
$
|
496
|
|
|
$
|
991,417
|
|
|
$
|
(45,339
|
)
|
|
$
|
(67
|
)
|
|
$
|
946,557
|
|
Repurchase of common shares
|
|
—
|
|
|
—
|
|
|
(18,104
|
)
|
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
||||||
Issuance of restricted common shares
|
|
—
|
|
|
—
|
|
|
477,319
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of unrestricted common shares
|
|
—
|
|
|
—
|
|
|
777
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Amortization of deferred compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,306
|
|
|
—
|
|
|
—
|
|
|
1,306
|
|
||||||
Declaration of dividends on common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,010
|
)
|
|
—
|
|
|
(15,010
|
)
|
||||||
Declaration of dividends on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,422
|
)
|
|
—
|
|
|
(2,422
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,178
|
|
|
—
|
|
|
2,178
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||
Balances at March 31, 2014
|
|
5,000,000
|
|
|
$
|
50
|
|
|
50,033,997
|
|
|
$
|
501
|
|
|
$
|
992,308
|
|
|
$
|
(60,593
|
)
|
|
$
|
(39
|
)
|
|
$
|
932,227
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
2,178
|
|
|
$
|
(2,510
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
12,498
|
|
|
8,839
|
|
||
Air rights contract amortization
|
|
130
|
|
|
130
|
|
||
Deferred financing costs amortization
|
|
719
|
|
|
619
|
|
||
Share-based compensation
|
|
1,326
|
|
|
1,133
|
|
||
Other
|
|
(141
|
)
|
|
(131
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(5,050
|
)
|
|
(4,710
|
)
|
||
Prepaid expenses and other assets
|
|
(3,421
|
)
|
|
(2,697
|
)
|
||
Accounts payable and accrued expenses
|
|
2,135
|
|
|
3,021
|
|
||
Other liabilities
|
|
(7
|
)
|
|
(6
|
)
|
||
Net cash provided by operating activities
|
|
10,367
|
|
|
3,688
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Acquisition of hotels, net of cash acquired
|
|
—
|
|
|
(101,941
|
)
|
||
Receipt of deposit on hotel acquisition
|
|
—
|
|
|
700
|
|
||
Improvements and additions to hotels
|
|
(21,648
|
)
|
|
(4,572
|
)
|
||
Repayment of hotel construction loan
|
|
—
|
|
|
7,810
|
|
||
Change in restricted cash
|
|
394
|
|
|
(1,057
|
)
|
||
Net cash used in investing activities
|
|
(21,254
|
)
|
|
(99,060
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from sale of common shares, net of underwriting fees
|
|
—
|
|
|
166,083
|
|
||
Payment of offering costs related to sale of common shares
|
|
—
|
|
|
(169
|
)
|
||
Borrowings under revolving credit facility
|
|
35,000
|
|
|
5,000
|
|
||
Repayments under revolving credit facility
|
|
—
|
|
|
(55,000
|
)
|
||
Proceeds from issuance of mortgage debt
|
|
—
|
|
|
67,000
|
|
||
Scheduled principal payments on mortgage debt
|
|
(2,479
|
)
|
|
(800
|
)
|
||
Payment of deferred financing costs
|
|
—
|
|
|
(1,048
|
)
|
||
Deposit on loan application
|
|
—
|
|
|
(390
|
)
|
||
Payment of dividends to common shareholders
|
|
(12,811
|
)
|
|
(8,748
|
)
|
||
Payment of dividends to preferred shareholders
|
|
(2,422
|
)
|
|
(2,422
|
)
|
||
Repurchase of common shares
|
|
(430
|
)
|
|
(1,088
|
)
|
||
Net cash provided by financing activities
|
|
16,858
|
|
|
168,418
|
|
||
Net increase in cash
|
|
5,971
|
|
|
73,046
|
|
||
Cash and cash equivalents, beginning of period
|
|
28,713
|
|
|
33,194
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
34,684
|
|
|
$
|
106,240
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
5,991
|
|
|
$
|
4,748
|
|
Cash paid for income taxes
|
|
$
|
15
|
|
|
$
|
3
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Land and land improvements
|
|
$
|
262,322
|
|
|
$
|
262,322
|
|
Buildings and leasehold improvements
|
|
1,138,567
|
|
|
1,136,808
|
|
||
Furniture, fixtures and equipment
|
|
105,566
|
|
|
103,291
|
|
||
Construction-in-progress
|
|
34,207
|
|
|
16,593
|
|
||
|
|
1,540,662
|
|
|
1,519,014
|
|
||
Less: accumulated depreciation and amortization
|
|
(109,073
|
)
|
|
(96,575
|
)
|
||
Property and equipment, net
|
|
$
|
1,431,589
|
|
|
$
|
1,422,439
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Intangible assets:
|
|
|
|
|
||||
Air rights contract
(1)
|
|
$
|
36,105
|
|
|
$
|
36,105
|
|
Favorable ground leases
(2)
|
|
4,828
|
|
|
4,828
|
|
||
|
|
40,933
|
|
|
40,933
|
|
||
Less: accumulated amortization
|
|
(2,302
|
)
|
|
(2,152
|
)
|
||
Intangible assets, net
|
|
$
|
38,631
|
|
|
$
|
38,781
|
|
|
|
|
|
|
||||
Intangible liability:
|
|
|
|
|
||||
Unfavorable contract liability
(2)
|
|
$
|
14,236
|
|
|
$
|
14,236
|
|
Less: accumulated amortization
|
|
(981
|
)
|
|
(883
|
)
|
||
Intangible liability, net (included within other liabilities)
|
|
$
|
13,255
|
|
|
$
|
13,353
|
|
(1)
|
In conjunction with the acquisition of the Hyatt Regency Boston on March 18, 2010, the Trust acquired an air rights contract which expires in
September 2079
and that requires no payments through maturity. The Trust recorded the fair value of the air rights contract of
$36.1 million
as an intangible asset and is amortizing the value over the term of the contract.
|
(2)
|
In conjunction with the acquisition of the Denver Marriott City Center on October 3, 2011, the Trust assumed
three
lease agreements for land parcels underlying a portion of the hotel with initial terms ending
July 2068
,
February 2072
and
April 2072
. The Trust concluded that the terms of
two
of the
three
ground leases were below market terms and recorded an aggregate of
$4.8 million
of favorable ground lease assets, which the Trust is amortizing over the life of the respective leases and including within indirect hotel operating expenses in the interim consolidated statements of operations. The Trust also assumed a management contract with a non-cancelable term ending
December 2047
. The Trust concluded that the management agreement terms were above market terms and recorded a
$14.2 million
unfavorable contract liability, which the Trust is amortizing over the remaining non-cancelable term and including within indirect hotel operating expenses in the interim consolidated statements of operations.
|
|
|
Origination
|
|
Original Principal Amount
|
|
|
|
Interest Rate
|
|
Principal Amortization Period
|
|
March 31,
|
|
December 31,
|
||||
|
|
|
|
Maturity
|
|
|
|
2014
|
|
2013
|
||||||||
Revolving credit facility
(1)
|
|
July 2010
|
|
n/a
|
|
April 2016
|
|
Floating
|
|
n/a
|
|
$
|
35,000
|
|
|
$
|
—
|
|
Term loan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Holiday Inn New York City Midtown – 31st Street/Hyatt Place New York Midtown South
(2)
|
|
July 2012
|
|
$60,000
|
|
July 2014
|
|
Floating
|
|
n/a
|
|
60,000
|
|
|
60,000
|
|
||
Other mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hyatt Regency Boston
|
|
June 2011
|
|
$95,000
|
|
July 2016
|
|
5.01%
|
|
30
|
|
91,304
|
|
|
91,689
|
|
||
Courtyard Washington Capitol Hill/Navy Yard
(3)
|
|
June 2011
|
|
$37,497
|
|
November 2016
|
|
5.90%
|
|
30
|
|
35,775
|
|
|
35,956
|
|
||
Denver Marriott City Center
(4)
|
|
July 2012
|
|
$70,000
|
|
August 2022
|
|
4.90%
|
|
30
|
|
68,311
|
|
|
68,586
|
|
||
Hilton Checkers Los Angeles
|
|
February 2013
|
|
$32,000
|
|
March 2023
|
|
4.11%
|
|
30
|
|
31,466
|
|
|
31,606
|
|
||
Boston Marriott Newton
|
|
May 2013
|
|
$60,000
|
|
June 2020
|
|
3.63%
|
|
25
|
|
58,897
|
|
|
59,274
|
|
||
Le Meridien San Francisco
|
|
July 2013
|
|
$92,500
|
|
August 2020
|
|
3.50%
|
|
25
|
|
91,153
|
|
|
91,742
|
|
||
W Chicago – City Center
|
|
July 2013
|
|
$93,000
|
|
August 2023
|
|
4.25%
|
|
25
|
|
91,788
|
|
|
92,320
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
563,694
|
|
|
531,173
|
|
||
Unamortized premium
(3)
|
|
|
|
|
|
|
|
|
|
|
|
545
|
|
|
598
|
|
||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
$
|
564,239
|
|
|
$
|
531,771
|
|
(1)
|
The Trust may exercise an option to extend the maturity by
one
year, subject to certain customary conditions. As of
March 31, 2014
, the interest rate in effect was
1.91%
. See below for additional information related to the revolving credit facility.
|
(2)
|
At origination,
$25.0 million
was advanced by the lender and was secured by the Holiday Inn New York City Midtown – 31st Street. On March 14, 2013,
$35.0 million
was advanced by the lender in connection with the acquisition of the Hyatt Place New York Midtown South. Following the subsequent advance, the entire
$60.0 million
principal amount of the loan is secured by both hotels. The Trust has
three
one
-year extension options that may be exercised subject to certain conditions. The loan bears interest equal to LIBOR plus
3.25%
. Contemporaneous with the origination of the term loan, the Trust entered into an interest rate swap to effectively fix the interest rate on the initial
$25.0 million
advance for the original
two
-year
term at
3.75%
per annum. Under the terms of this interest rate swap, the Trust pays fixed interest of
0.50%
per annum on a notional amount of
$25.0 million
and receives floating rate interest equal to the one-month LIBOR. The effective date of this interest rate swap is
July 3, 2012
and it matures on
July 3, 2014
. Contemporaneous with the subsequent advance, the Trust entered into an interest rate swap to effectively fix the interest rate on the
$35.0 million
subsequent advance for the remaining initial term of the loan at
3.65%
per annum. Under the terms of this interest rate swap, the Trust pays fixed interest of
0.40%
per annum on a notional amount of
$35.0 million
and receives floating rate interest equal to the one-month LIBOR. The effective date of this interest rate swap is
March 14, 2013
and it matures on
July 3, 2014
.
|
(3)
|
On June 30, 2011, in connection with the acquisition of the Courtyard Washington Capitol Hill/Navy Yard, the Trust assumed an existing loan agreement with an outstanding principal balance of
$37.5 million
. Based on interest rates on similar types of debt instruments at the time of assumption, the Trust recorded the loan at its estimated fair value of
$38.6 million
, which included a premium on mortgage loan of
$1.1 million
. Amortization of premium on mortgage loan is computed using a method that approximates the effective interest method over the term of the loan agreement and is included in interest expense in the interim consolidated statements of operations.
|
(4)
|
The loan has a term of
30
years, but is callable by the lender after
10
years, and the Trust expects the lender to call the loan at that time. The indicated maturity is based on the date the loan is callable by the lender.
|
Year
|
|
Amounts
|
||
2014
|
|
$
|
67,358
|
|
2015
|
|
10,271
|
|
|
2016
|
|
166,323
|
|
|
2017
|
|
8,598
|
|
|
2018
|
|
8,952
|
|
|
Thereafter
|
|
302,192
|
|
|
|
|
$
|
563,694
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Numerator:
|
|
|
|
|
||||
Net loss available to common shareholders
|
|
$
|
(244
|
)
|
|
$
|
(4,932
|
)
|
Less: Dividends declared on unvested time-based awards
|
|
(129
|
)
|
|
(88
|
)
|
||
Less: Undistributed earnings allocated to unvested time-based awards
|
|
—
|
|
|
—
|
|
||
Net loss available to common shareholders, excluding amounts attributable to unvested time-based awards
|
|
$
|
(373
|
)
|
|
$
|
(5,020
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted-average number of common shares outstanding—basic and diluted
|
|
48,961,556
|
|
|
44,493,165
|
|
||
Net loss available per common share—basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.11
|
)
|
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Common Share
|
||
Fourth Quarter 2013
|
|
December 31, 2013
|
|
January 15, 2014
|
|
$
|
0.26
|
|
First Quarter 2014
|
|
March 31, 2014
|
|
April 15, 2014
|
|
$
|
0.30
|
|
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Series A Cumulative Redeemable Preferred Share
|
||
Fourth Quarter 2013
|
|
December 31, 2013
|
|
January 15, 2014
|
|
$
|
0.484375
|
|
First Quarter 2014
|
|
March 31, 2014
|
|
April 15, 2014
|
|
$
|
0.484375
|
|
Trust TSR as % of
Index Total Return
|
|
Payout
(% of Maximum)
|
<67%
|
|
0%
|
67%
|
|
25%
|
100%
|
|
50%
|
≥133%
|
|
100%
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Restricted common shares as of December 31, 2013
|
|
629,855
|
|
|
$
|
18.35
|
|
Granted
|
|
477,319
|
|
|
$
|
13.41
|
|
Vested
|
|
(42,958
|
)
|
|
$
|
22.07
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Restricted common shares as of March 31, 2014
|
|
1,064,216
|
|
|
$
|
15.98
|
|
|
|
Fair Value at March 31, 2014
|
||||||||||||||
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (included within other liabilities)
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
U.S. economic conditions generally and the real estate market and the lodging industry specifically;
|
•
|
management and performance of our hotels;
|
•
|
our plans for renovation of our hotels;
|
•
|
our financing plans and the terms on which capital is available to us;
|
•
|
supply and demand for hotel rooms in our current and proposed market areas;
|
•
|
our ability to acquire additional hotels and the risk that potential acquisitions may not be completed or perform in accordance with expectations;
|
•
|
legislative/regulatory changes, including changes to laws governing taxation of real estate investment trusts; and
|
•
|
our competition.
|
Hotel
|
|
Location
|
|
Rooms
|
|
|
Acquisition Date
|
Hyatt Regency Boston
|
|
Boston, MA
|
|
502
|
|
|
March 18, 2010
|
Hilton Checkers Los Angeles
|
|
Los Angeles, CA
|
|
193
|
|
|
June 1, 2010
|
Courtyard Anaheim at Disneyland Resort
|
|
Anaheim, CA
|
|
153
|
|
|
July 30, 2010
|
Boston Marriott Newton
|
|
Newton, MA
|
|
430
|
|
|
July 30, 2010
|
Le Meridien San Francisco
|
|
San Francisco, CA
|
|
360
|
|
|
December 15, 2010
|
Homewood Suites Seattle Convention Center
|
|
Seattle, WA
|
|
195
|
|
|
May 2, 2011
|
W Chicago – City Center
|
|
Chicago, IL
|
|
403
|
|
|
May 10, 2011
|
Hotel Indigo San Diego Gaslamp Quarter
|
|
San Diego, CA
|
|
210
|
|
|
June 17, 2011
|
Courtyard Washington Capitol Hill/Navy Yard
|
|
Washington, DC
|
|
204
|
|
|
June 30, 2011
|
Hotel Adagio San Francisco, Autograph Collection
|
|
San Francisco, CA
|
|
171
|
|
|
July 8, 2011
|
Denver Marriott City Center
|
|
Denver, CO
|
|
613
|
|
|
October 3, 2011
|
Holiday Inn New York City Midtown – 31st Street
|
|
New York, NY
|
|
122
|
|
|
December 22, 2011
|
W Chicago – Lakeshore
|
|
Chicago, IL
|
|
520
|
|
|
August 21, 2012
|
Hyatt Regency Mission Bay Spa and Marina
|
|
San Diego, CA
|
|
429
|
|
|
September 7, 2012
|
The Hotel Minneapolis, Autograph Collection
|
|
Minneapolis, MN
|
|
222
|
|
|
October 30, 2012
|
Hyatt Place New York Midtown South
|
|
New York, NY
|
|
185
|
|
|
March 14, 2013
|
W New Orleans – French Quarter
|
|
New Orleans, LA
|
|
97
|
|
|
March 28, 2013
|
W New Orleans
|
|
New Orleans, LA
|
|
410
|
|
|
April 25, 2013
|
Hyatt Fisherman's Wharf
|
|
San Francisco, CA
|
|
313
|
|
|
May 31, 2013
|
Hyatt Santa Barbara
|
|
Santa Barbara, CA
|
|
200
|
|
|
June 27, 2013
|
|
|
|
|
5,932
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
(1)
|
|
Change
|
||
17-Hotel Portfolio
(2)
|
|
|
|
|
|
||
Occupancy
|
78.6
|
%
|
|
74.3
|
%
|
|
430 bps
|
ADR
|
$179.26
|
|
$169.36
|
|
5.8%
|
||
RevPAR
|
$140.90
|
|
$125.79
|
|
12.0%
|
||
Adjusted Hotel EBITDA
|
$20,948
|
|
$16,294
|
|
28.6%
|
||
Adjusted Hotel EBITDA Margin
|
25.1
|
%
|
|
21.9
|
%
|
|
320 bps
|
|
|
|
|
|
|
||
20-Hotel Portfolio
|
|
|
|
|
|
||
Occupancy
|
74.4
|
%
|
|
72.7
|
%
|
|
170 bps
|
ADR
|
$178.51
|
|
$170.51
|
|
4.7%
|
||
RevPAR
|
$132.80
|
|
$123.96
|
|
7.1%
|
||
Adjusted Hotel EBITDA
|
$21,940
|
|
$18,492
|
|
18.6%
|
||
Adjusted Hotel EBITDA Margin
|
23.1
|
%
|
|
20.9
|
%
|
|
220 bps
|
(1)
|
Includes results of operations for certain hotels prior to our acquisition.
|
(2)
|
Excludes the W Chicago - Lakeshore, the W New Orleans, and the Holiday Inn New York City Midtown - 31st Street, as these hotels are undergoing comprehensive renovations during 2014.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
17-Hotel Portfolio
(1)
|
|
20-Hotel Portfolio
|
||||||||||||
|
2014
|
|
2013
(2)
|
|
2014
|
|
2013
(2)
|
||||||||
Total revenue
|
$
|
83,409
|
|
|
$
|
74,295
|
|
|
$
|
94,774
|
|
|
$
|
88,510
|
|
Less: Total hotel operating expenses
|
62,386
|
|
|
57,933
|
|
|
72,759
|
|
|
69,950
|
|
||||
Hotel EBITDA
|
21,023
|
|
|
16,362
|
|
|
22,015
|
|
|
18,560
|
|
||||
Less: Non-cash amortization
(3)
|
(75
|
)
|
|
(68
|
)
|
|
(75
|
)
|
|
(68
|
)
|
||||
Adjusted Hotel EBITDA
|
$
|
20,948
|
|
|
$
|
16,294
|
|
|
$
|
21,940
|
|
|
$
|
18,492
|
|
Adjusted Hotel EBITDA Margin
|
25.1
|
%
|
|
21.9
|
%
|
|
23.1
|
%
|
|
20.9
|
%
|
(1)
|
Excludes the W Chicago - Lakeshore, the W New Orleans, and the Holiday Inn New York City Midtown - 31st Street, as these hotels are undergoing comprehensive renovations during 2014.
|
(2)
|
Includes results of operations for certain hotels prior to our acquisition.
|
(3)
|
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, and unfavorable contract liability.
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income (loss)
|
$
|
2,178
|
|
|
$
|
(2,510
|
)
|
Add: Depreciation and amortization
|
12,498
|
|
|
8,839
|
|
||
Interest expense
|
6,686
|
|
|
5,441
|
|
||
Less: Interest income
|
—
|
|
|
(218
|
)
|
||
Income tax benefit
|
(3,397
|
)
|
|
(2,284
|
)
|
||
Corporate EBITDA
|
17,965
|
|
|
9,268
|
|
||
Add: Hotel acquisition costs
|
—
|
|
|
2,899
|
|
||
Non-cash amortization
(1)
|
55
|
|
|
62
|
|
||
Adjusted Corporate EBITDA
|
$
|
18,020
|
|
|
$
|
12,229
|
|
(1)
|
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income (loss)
|
$
|
2,178
|
|
|
$
|
(2,510
|
)
|
Add: Depreciation and amortization
|
12,498
|
|
|
8,839
|
|
||
FFO
|
14,676
|
|
|
6,329
|
|
||
Less: Preferred share dividends
|
(2,422
|
)
|
|
(2,422
|
)
|
||
Dividends declared on unvested time-based awards
|
(129
|
)
|
|
(88
|
)
|
||
Undistributed earnings allocated to unvested time- based awards
|
—
|
|
|
—
|
|
||
FFO available to common shareholders
|
12,125
|
|
|
3,819
|
|
||
Add: Hotel acquisition costs
|
—
|
|
|
2,899
|
|
||
Non-cash amortization
(1)
|
55
|
|
|
62
|
|
||
AFFO available to common shareholders
|
$
|
12,180
|
|
|
$
|
6,780
|
|
FFO available per common share—basic and diluted
|
$
|
0.25
|
|
|
$
|
0.09
|
|
AFFO available per common share—basic and diluted
|
$
|
0.25
|
|
|
$
|
0.15
|
|
(1)
|
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.
|
•
|
W Chicago – Lakeshore—A comprehensive renovation encompassing guestrooms, public spaces, restaurant, bars, and meeting space is currently underway. The renovation commenced in the third quarter of 2013 and is expected to be substantially completed in May 2014. The current estimated renovation cost, subject to adjustments based on continued evaluation, is approximately $38.0 million, of which $21.7 million had been spent as of
March 31, 2014
.
|
•
|
W New Orleans—A comprehensive renovation encompassing guestrooms, public spaces, restaurant, bars, and meeting space to reposition the hotel to the Le Meridien brand is expected to commence in May 2014 and be completed in the fourth quarter of 2014. The current estimated renovation cost, subject to adjustments based on continued evaluation, is approximately $29.0 million, of which $3.0 million had been spent as of
March 31, 2014
.
|
•
|
Holiday Inn New York City Midtown – 31st Street—A comprehensive renovation encompassing guestrooms, public spaces, restaurant, and bar to reposition the hotel to the Hyatt brand is currently in the design and planning stage. The renovation is expected to commence and be completed in the third quarter of 2014. The current estimated renovation cost, subject to adjustments based on continued evaluation, is approximately $6.0 million, of which $2.3 million had been spent as of
March 31, 2014
.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
One Year
|
|
One to
Three Years
|
|
Three to
Five Years
|
|
More Than
Five Years
|
||||||||||
Revolving credit facility, including interest
(1)
|
|
$
|
36,461
|
|
|
$
|
678
|
|
|
$
|
35,783
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan, including interest
(1)
|
|
60,768
|
|
|
60,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other mortgage loans, including interest
|
|
585,782
|
|
|
30,540
|
|
|
177,457
|
|
|
43,144
|
|
|
334,641
|
|
|||||
Corporate office lease
|
|
804
|
|
|
222
|
|
|
463
|
|
|
119
|
|
|
—
|
|
|||||
Ground leases
(2)
|
|
98,649
|
|
|
2,261
|
|
|
4,522
|
|
|
4,522
|
|
|
87,344
|
|
|||||
|
|
$
|
782,464
|
|
|
$
|
94,469
|
|
|
$
|
218,225
|
|
|
$
|
47,785
|
|
|
$
|
421,985
|
|
(1)
|
Assumes no additional borrowings, and interest payments are based on the interest rate in effect as of
March 31, 2014
. Also assumes that no extension options are exercised. See the notes to our interim consolidated financial statements for additional information relating to our revolving credit facility and term loan.
|
(2)
|
The ground lease for the Hyatt Regency Mission Bay Spa and Marina provides for the greater of base or percentage rent, both subject to potential increases over the term of the lease. Amounts assume only base rent for all periods presented and do not assume any adjustments for potential increases.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans of Programs
|
|||
January 1, 2014–January 31, 2014
|
|
18,104
|
|
|
$
|
23.75
|
|
|
n/a
|
|
n/a
|
February 1, 2014–February 28, 2014
|
|
—
|
|
|
$
|
—
|
|
|
n/a
|
|
n/a
|
March 1, 2014–March 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
n/a
|
|
n/a
|
|
|
18,104
|
|
|
$
|
23.75
|
|
|
n/a
|
|
n/a
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
3.1.1
|
|
Articles Supplementary to the Articles of Amendment and Restatement of Declaration of Trust (incorporated by reference to Exhibit 3.1.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2014)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws, as amended through March 26, 2014 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on April 1, 2014)
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
32.1
|
|
Section 1350 Certification of President and Chief Executive Officer
|
|
|
|
32.2
|
|
Section 1350 Certification of Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
101.INS XBRL
|
|
Instance Document
|
|
|
|
101.SCH XBRL
|
|
Taxonomy Extension Schema Document
|
|
|
|
101.CAL XBRL
|
|
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF XBRL
|
|
Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB XBRL
|
|
Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE XBRL
|
|
Taxonomy Extension Presentation Linkbase Document
|
|
CHESAPEAKE LODGING TRUST
|
||
|
|
|
|
Date: April 30, 2014
|
By:
|
|
/
S
/ D
OUGLAS
W. V
ICARI
|
|
|
|
Douglas W. Vicari
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/
S
/ G
RAHAM
J. W
OOTTEN
|
|
|
|
Graham J. Wootten
|
|
|
|
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
1 Year Chesapeake Lodging Chart |
1 Month Chesapeake Lodging Chart |
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