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Name | Symbol | Market | Type |
---|---|---|---|
Pebblebrook Hotel Trust 6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest | NYSE:PEBPC | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
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FORM 10-K
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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PEBBLEBROOK HOTEL TRUST
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(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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27-1055421
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(State of Incorporation
or Organization)
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(I.R.S. Employer
Identification No.)
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7315 Wisconsin Avenue, 1100 West
Bethesda, Maryland
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20814
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(Address of Principal Executive Offices)
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(Zip Code)
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(240) 507-1300
(Registrant’s telephone number, including area code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares of Beneficial Interest, $0.01 par value per share
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New York Stock Exchange
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6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
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New York Stock Exchange
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6.375% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
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New York Stock Exchange
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6.375% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
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New York Stock Exchange
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6.3% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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. ☐
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Pebblebrook Hotel Trust
TABLE OF CONTENTS
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Item No.
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Page
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PART I
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1.
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1A.
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1B.
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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•
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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, natural disasters, cyber-attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;
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•
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the availability and terms of financing and capital and the general volatility of securities markets;
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our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;
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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;
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•
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interest rate increases;
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•
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our possible failure to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), and the risk of changes in laws affecting REITs;
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•
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the timing and availability of potential hotel acquisitions, our ability to identify and complete hotel acquisitions and our ability to complete hotel dispositions in accordance with our business strategy;
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the possibility of uninsured losses;
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risks associated with redevelopment and repositioning projects, including delays and cost overruns; and
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•
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the other factors discussed under the heading "Risk Factors" in this Annual Report on Form 10-K.
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premier locations, facilities and other competitive advantages not easily replicated;
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•
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high barriers-to-entry in the market, such as scarcity of development sites, regulatory hurdles, high per-room development costs and long lead times for new development;
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acquisition prices at a discount to replacement cost;
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•
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properties not subject to long-term management contracts with hotel management companies;
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potential return on investment initiatives, including redevelopment, rebranding, redesign, expansion and change of management;
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•
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opportunities to implement value-added operational improvements; and
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•
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strong demand growth characteristics supported by favorable demographic indicators.
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•
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competition from other hotel properties and non-hotel properties that provide nightly and short-term rentals in our markets;
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•
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over-building of hotels in our markets, which could adversely affect occupancy and revenues at our hotel properties;
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•
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dependence on business and commercial travelers, conventions and tourism;
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•
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increases in energy costs, airplane fares, government taxes and fees, and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists;
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•
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increases in operating costs due to inflation and other factors that may not be offset by increased room rates;
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•
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changes in interest rates and in the availability, cost and terms of debt financing;
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•
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changes in governmental laws and regulations (including minimum wage increases), fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;
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•
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adverse effects of international, national, regional and local economic and market conditions;
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labor strikes or disruptions;
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unforeseen events beyond our control, such as terrorist attacks, cyber-attacks, travel-related health concerns including pandemics and epidemics such as H1N1 influenza (swine flu), avian bird flu, Zika virus and SARS, political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes;
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strength of the U.S. dollar which may reduce in-bound international travel and encourage out-bound international travel;
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adverse effects of a downturn in the lodging industry; and
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risks generally associated with the ownership of hotel properties and real estate, as we discuss in more detail below.
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possible environmental problems;
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construction cost overruns and delays;
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the possibility that revenues will be reduced while rooms or restaurants are out of service due to capital improvement projects;
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a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and
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uncertainties as to market demand or a loss of market demand after capital improvements have begun.
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construction delays or cost overruns that may increase project costs;
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the receipt of zoning, occupancy and other required governmental permits and authorizations;
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development costs incurred for projects that are not pursued to completion;
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acts of God such as earthquakes, hurricanes, floods or fires that could adversely impact a project;
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the negative impact of construction on operating performance during and soon after the construction period;
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the ability to raise capital; and
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governmental restrictions on the nature or size of a project.
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adverse changes in international, national, regional and local economic and market conditions;
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changes in interest rates and in the availability, cost and terms of debt financing;
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changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;
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the ongoing need for capital improvements, particularly in older structures;
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changes in operating expenses; and
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civil unrest, acts of God, including earthquakes, floods, wildfires and other natural disasters, which may result in uninsured losses, and acts of war or terrorism.
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our lack of knowledge of the contamination;
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the timing of the contamination;
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the cause of the contamination; or
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the party responsible for the contamination of the property.
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“business combination”
provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10 percent or more of the voting power of our shares) or an affiliate of any interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes special appraisal rights and special shareholder voting requirements on these combinations; and
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“control share”
provisions that provide that our “control shares” (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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actual receipt of an improper benefit or profit in money, property or services; or
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active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.
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85 percent of our REIT ordinary income for that year;
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95 percent of our REIT capital gain net income for that year; and
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any undistributed REIT taxable income from prior years.
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Property
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Date Acquired
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Location
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Number of Guest Rooms
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1.
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Sir Francis Drake
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June 22, 2010
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San Francisco, CA
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416
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2.
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InterContinental Buckhead Atlanta
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July 1, 2010
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Buckhead, GA
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422
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3.
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Hotel Monaco Washington DC
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(1)
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September 9, 2010
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Washington, D.C.
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184
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4.
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Skamania Lodge
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November 3, 2010
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Stevenson, WA
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258
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5.
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Le Meridien Delfina Santa Monica
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November 19, 2010
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Santa Monica, CA
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310
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6.
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Sofitel Philadelphia at Rittenhouse Square
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December 3, 2010
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Philadelphia, PA
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306
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7.
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Argonaut Hotel
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(1)
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February 16, 2011
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San Francisco, CA
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252
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8.
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The Westin San Diego Gaslamp Quarter
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(2)
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April 6, 2011
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San Diego, CA
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450
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9.
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Hotel Monaco Seattle
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April 7, 2011
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Seattle, WA
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189
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10.
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Mondrian Los Angeles
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May 3, 2011
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West Hollywood, CA
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236
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11.
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W Boston
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June 8, 2011
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Boston, MA
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238
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12.
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Hotel Zetta San Francisco
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April 4, 2012
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San Francisco, CA
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116
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13.
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Hotel Vintage Seattle
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July 9, 2012
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Seattle, WA
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125
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14.
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Hotel Vintage Portland
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July 9, 2012
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Portland, OR
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117
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15.
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W Los Angeles - West Beverly Hills
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August 23, 2012
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Los Angeles, CA
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297
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16.
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Hotel Zelos San Francisco
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(3)
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October 25, 2012
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San Francisco, CA
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202
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17.
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Embassy Suites San Diego Bay - Downtown
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January 29, 2013
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San Diego, CA
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341
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18.
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Hotel Modera
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August 28, 2013
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Portland, OR
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174
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19.
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Hotel Zephyr Fisherman's Wharf
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(1)
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December 9, 2013
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San Francisco, CA
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361
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20.
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Hotel Zeppelin San Francisco
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(3)
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May 22, 2014
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San Francisco, CA
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196
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21.
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The Nines, a Luxury Collection Hotel, Portland
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July 17, 2014
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Portland, OR
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331
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22.
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Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel
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November 12, 2014
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Miami, FL
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157
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23.
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Hotel Palomar Los Angeles Beverly Hills
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(1)
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November 20, 2014
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Los Angeles, CA
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264
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24.
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Union Station Hotel Nashville, Autograph Collection
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(1)
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December 10, 2014
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Nashville, TN
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125
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25.
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Revere Hotel Boston Common
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December 18, 2014
|
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Boston, MA
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356
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26.
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LaPlaya Beach Resort and Club
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May 21, 2015
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Naples, FL
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189
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27.
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Hotel Zoe Fisherman's Wharf
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June 11, 2015
|
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San Francisco, CA
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221
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28.
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Villa Florence San Francisco on Union Square
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|
|
November 30, 2018
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San Francisco, CA
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|
189
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|
29.
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Hotel Vitale
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(1)
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|
November 30, 2018
|
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San Francisco, CA
|
|
200
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|
30.
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The Marker San Francisco
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November 30, 2018
|
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San Francisco, CA
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208
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|
31.
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Hotel Spero
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|
November 30, 2018
|
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San Francisco, CA
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236
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32.
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Chaminade Resort & Spa
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November 30, 2018
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Santa Cruz, CA
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156
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33.
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Harbor Court Hotel San Francisco
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(1)
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November 30, 2018
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San Francisco, CA
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131
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34.
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Viceroy Santa Monica Hotel
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(1)
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November 30, 2018
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Santa Monica, CA
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162
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35.
|
Le Parc Suite Hotel
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November 30, 2018
|
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West Hollywood, CA
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154
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|
36.
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Hotel Amarano Burbank
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November 30, 2018
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Burbank, CA
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132
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|
37.
|
Montrose West Hollywood
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|
November 30, 2018
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West Hollywood, CA
|
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133
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38.
|
Chamberlain West Hollywood Hotel
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|
November 30, 2018
|
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West Hollywood, CA
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115
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39.
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Grafton on Sunset
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|
November 30, 2018
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West Hollywood, CA
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108
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|
40.
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The Westin Copley Place, Boston
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(1)
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November 30, 2018
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Boston, MA
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803
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41.
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The Liberty, A Luxury Collection Hotel, Boston
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(1)
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November 30, 2018
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Boston, MA
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298
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|
42.
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Hyatt Regency Boston Harbor
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(1)
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|
November 30, 2018
|
|
Boston, MA
|
|
270
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|
43.
|
Onyx Hotel
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|
|
November 30, 2018
|
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Boston, MA
|
|
112
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|
44.
|
Hotel Palomar Washington DC
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|
|
November 30, 2018
|
|
Washington, DC
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335
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|
45.
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Sofitel Washington DC Lafayette Square
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|
|
November 30, 2018
|
|
Washington, DC
|
|
237
|
|
46.
|
The Liaison Capitol Hill
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|
|
November 30, 2018
|
|
Washington, DC
|
|
343
|
|
47.
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George Hotel
|
|
|
November 30, 2018
|
|
Washington, DC
|
|
139
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|
48.
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Mason & Rook Hotel
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|
|
November 30, 2018
|
|
Washington, DC
|
|
178
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|
49.
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Donovan Hotel
|
|
|
November 30, 2018
|
|
Washington, DC
|
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193
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|
50.
|
Rouge Hotel
|
|
|
November 30, 2018
|
|
Washington, DC
|
|
137
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|
51.
|
Topaz Hotel
|
|
|
November 30, 2018
|
|
Washington, DC
|
|
99
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|
52.
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Hotel Madera
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|
|
November 30, 2018
|
|
Washington, DC
|
|
82
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|
53.
|
Paradise Point Resort & Spa
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(1)
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|
November 30, 2018
|
|
San Diego, CA
|
|
462
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|
54.
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Hilton San Diego Gaslamp Quarter
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|
|
November 30, 2018
|
|
San Diego, CA
|
|
286
|
|
55.
|
Solamar Hotel
|
(1)
|
|
November 30, 2018
|
|
San Diego, CA
|
|
235
|
|
56.
|
L'Auberge Del Mar
|
|
|
November 30, 2018
|
|
Del Mar, CA
|
|
121
|
|
57.
|
Hilton San Diego Resort & Spa
|
(1)
|
|
November 30, 2018
|
|
San Diego, CA
|
|
357
|
|
58.
|
The Heathman Hotel
|
|
|
November 30, 2018
|
|
Portland, OR
|
|
151
|
|
59.
|
Southernmost Beach Resort
|
(4)
|
|
November 30, 2018
|
|
Key West, FL
|
|
262
|
|
60.
|
The Marker Key West
|
|
|
November 30, 2018
|
|
Key West, FL
|
|
96
|
|
61.
|
The Roger New York
|
(1)
|
|
November 30, 2018
|
|
New York, NY
|
|
194
|
|
•
|
Base Management Fees.
Our management agreements generally provide for the payment of base management fees between
1%
and
4%
of the applicable hotel's revenues or a fixed amount, as determined in the agreements.
|
•
|
Incentive Management and Other Fees.
Some of our management agreements provide for the payment of incentive management fees. Generally, incentive management fees are
10%
to
20%
of net operating income above a specified return on project costs or as a percentage of net operating income above various net operating income thresholds. Some of our management agreements provide for an incentive fee of the lesser of
1%
of revenues or the amount by which net operating income exceeds a threshold. Some of our management agreements have a maximum incentive fee of
2.5%
of revenue.
|
•
|
Terms.
The terms of our management agreements range from
1
year to
22
years not including renewals, and
1
year to
52
years including renewals.
|
•
|
Ability to Terminate.
Many of our management agreements are terminable at will by us upon payment of a termination fee and some are terminable upon sale of the property. Most of the agreements also provide us the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from
zero
to up to
eight
times the annual base management and incentive management fees, depending on the agreement and the reason for termination.
|
•
|
Operational Services.
Each manager has exclusive authority to supervise, direct and control the day-to-day hotel operation and management including establishing all room rates, processing reservations, procuring inventories, supplies and services, hiring and firing employees and independent contractors and preparing public relations, publicity and marketing plans for the hotel.
|
•
|
Executive Supervision and Management Services.
Each manager supervises all managerial and other hotel employees, reviews hotel operation and maintenance, prepares reports, budgets and projections, and provides other administrative and accounting support services for the hotel. Under certain management agreements, we have approval rights over certain key management personnel at the hotel.
|
•
|
Chain Services.
Our management agreements with major hotel franchisors require the managers to furnish chain services that are generally made available to other hotels managed by such operators. Such services may, for example, include: the development and operation of computer systems and reservation services; management and administrative services; marketing and sales services; human resources training services; and additional services as may from time to time be more efficiently performed on a national, regional or group level.
|
•
|
Working Capital.
Our management agreements typically require us to maintain working capital for a hotel and to fund the cost of supplies such as linens and other similar items. We are also responsible for providing funds to meet the cash
|
•
|
Furniture, Fixtures and Equipment Replacements.
We are required to invest in the hotels and to provide all the necessary furniture, fixtures and equipment for the operation of the hotels (including funding any required furniture, fixture and equipment replacements). Our management agreements generally provide that once a year the managers will prepare a list of furniture, fixtures and equipment to be acquired and certain routine capital repairs to be performed in the following year and an estimate of funds that are necessary for our review and approval. To fund the furniture, fixtures and equipment replacements, a specified percentage of the gross revenues of each hotel (typically
4.0%
) is either deposited by the manager in an escrow account or held by us, as owner.
|
•
|
Building Alterations, Improvements and
Renewals.
Our management agreements generally require the managers to prepare an annual estimate of the expenditures necessary for major capital repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and vertical transportation elements of the hotels. In addition to the foregoing, the management agreements generally provide that the managers may propose such changes, alterations and improvements to the hotels as are required by reason of laws or regulations or, in the manager's reasonable judgment, to keep the hotels in a safe, competitive and efficient operating condition.
|
•
|
Sale of a Hotel.
Certain of our management agreements limit our ability to sell, lease or otherwise transfer a hotel, unless the transferee assumes the related management agreement and meets other specified conditions.
|
Property
|
|
Expiration Date
|
Le Meridien Delfina Santa Monica
|
|
September 2033
|
Embassy Suites San Diego Bay - Downtown
|
|
January 2028
|
The Nines, a Luxury Collection Hotel, Portland
|
|
October 2033
|
Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel
|
|
September 2036
|
Union Station Hotel Nashville, Autograph Collection
|
|
January 2032
|
The Liberty, A Luxury Collection Hotel, Boston
|
|
January 2036
|
Hilton San Diego Gaslamp Quarter
|
|
May 2020
|
Hilton San Diego Resort & Spa
|
|
December 2025
|
Hotel Chicago Downtown, Autograph Collection
|
|
February 2034
|
Name
|
Value of Initial
Investment at
December 31,
2013
|
Value of
Investment at
December 31,
2014
|
|
Value of
Investment at
December 31,
2015
|
|
Value of
Investment at
December 31,
2016
|
|
Value of
Investment at
December 31,
2017
|
|
Value of
Investment at
December 31,
2018
|
||||||||||||
Pebblebrook Hotel Trust
|
$
|
100.00
|
|
$
|
151.95
|
|
|
$
|
96.48
|
|
|
$
|
108.31
|
|
|
$
|
141.58
|
|
|
$
|
112.55
|
|
Russell 2000 Index
|
$
|
100.00
|
|
$
|
104.90
|
|
|
$
|
100.27
|
|
|
$
|
121.60
|
|
|
$
|
139.39
|
|
|
$
|
124.02
|
|
FTSE NAREIT Equity Index
|
$
|
100.00
|
|
$
|
128.03
|
|
|
$
|
131.65
|
|
|
$
|
143.32
|
|
|
$
|
155.75
|
|
|
$
|
149.42
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
1.2040
|
|
|
77.57
|
%
|
|
$
|
1.3611
|
|
|
95.41
|
%
|
|
$
|
1.3794
|
|
|
95.14
|
%
|
Qualified dividend
|
0.3482
|
|
|
22.43
|
%
|
|
0.0256
|
|
|
1.79
|
%
|
|
0.0704
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
0.0399
|
|
|
2.80
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
1.5522
|
|
|
100.00
|
%
|
|
$
|
1.4266
|
|
|
100.00
|
%
|
|
$
|
1.4498
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series A Preferred Shares:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
0.2914
|
|
|
95.14
|
%
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
0.0149
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
0.3063
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series B Preferred Shares:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1.3109
|
|
|
95.14
|
%
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
0.0669
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1.3778
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series C Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
1.2605
|
|
|
77.57
|
%
|
|
$
|
1.1969
|
|
|
98.20
|
%
|
|
$
|
1.5461
|
|
|
95.14
|
%
|
Qualified dividend
|
0.3645
|
|
|
22.43
|
%
|
|
0.0219
|
|
|
1.80
|
%
|
|
0.0789
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
1.6250
|
|
|
100.00
|
%
|
|
$
|
1.2188
|
|
|
100.00
|
%
|
|
$
|
1.6250
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series D Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
1.2363
|
|
|
77.57
|
%
|
|
$
|
1.1739
|
|
|
98.21
|
%
|
|
$
|
0.9099
|
|
|
95.15
|
%
|
Qualified dividend
|
0.3575
|
|
|
22.43
|
%
|
|
0.0214
|
|
|
1.79
|
%
|
|
0.0464
|
|
|
4.85
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
1.5938
|
|
|
100.00
|
%
|
|
$
|
1.1953
|
|
|
100.00
|
%
|
|
$
|
0.9563
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series E Preferred Shares:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series F Preferred Shares:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans
|
|||
Equity compensation plans approved by security holders
|
|
—
|
|
|
—
|
|
|
1,207,886
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
1,207,886
|
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
||||||
October 1, 2018 - October 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1, 2018 - November 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 1, 2018 - December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
56,600,000
|
|
|
|
For the year ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands, except share and per-share data)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Room
|
|
$
|
565,107
|
|
|
$
|
532,288
|
|
|
$
|
568,867
|
|
|
$
|
526,573
|
|
|
$
|
410,600
|
|
Food and beverage
|
|
199,089
|
|
|
182,737
|
|
|
191,857
|
|
|
190,852
|
|
|
148,114
|
|
|||||
Other operating
|
|
64,482
|
|
|
54,292
|
|
|
55,697
|
|
|
53,439
|
|
|
40,062
|
|
|||||
Total revenues
|
|
828,678
|
|
|
769,317
|
|
|
816,421
|
|
|
770,864
|
|
|
598,776
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Room
|
|
143,171
|
|
|
134,068
|
|
|
137,312
|
|
|
124,090
|
|
|
102,709
|
|
|||||
Food and beverage
|
|
136,845
|
|
|
123,213
|
|
|
126,957
|
|
|
128,816
|
|
|
104,843
|
|
|||||
Other direct and indirect
|
|
231,818
|
|
|
210,692
|
|
|
219,655
|
|
|
215,169
|
|
|
166,435
|
|
|||||
Total hotel operating expenses
|
|
511,834
|
|
|
467,973
|
|
|
483,924
|
|
|
468,075
|
|
|
373,987
|
|
|||||
Depreciation and amortization
|
|
108,475
|
|
|
102,290
|
|
|
102,439
|
|
|
95,872
|
|
|
68,324
|
|
|||||
Real estate taxes, personal property taxes, property insurance and ground rent
|
|
54,191
|
|
|
48,500
|
|
|
50,488
|
|
|
46,947
|
|
|
36,878
|
|
|||||
General and administrative
|
|
22,512
|
|
|
23,977
|
|
|
27,912
|
|
|
27,649
|
|
|
26,349
|
|
|||||
Transaction costs
|
|
75,049
|
|
|
71
|
|
|
193
|
|
|
4,686
|
|
|
1,973
|
|
|||||
Impairment and other losses
|
|
1,452
|
|
|
6,003
|
|
|
12,148
|
|
|
—
|
|
|
—
|
|
|||||
Loss (gain) on sale of hotel properties
|
|
2,147
|
|
|
(14,877
|
)
|
|
(40,690
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain on insurance settlement
|
|
(13,954
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
761,706
|
|
|
633,937
|
|
|
636,414
|
|
|
643,229
|
|
|
507,511
|
|
|||||
Operating income (loss)
|
|
66,972
|
|
|
135,380
|
|
|
180,007
|
|
|
127,635
|
|
|
91,265
|
|
|||||
Interest income
|
|
178
|
|
|
97
|
|
|
1,995
|
|
|
2,511
|
|
|
2,529
|
|
|||||
Interest expense
|
|
(53,923
|
)
|
|
(37,299
|
)
|
|
(43,615
|
)
|
|
(38,774
|
)
|
|
(27,065
|
)
|
|||||
Other
|
|
1,900
|
|
|
2,265
|
|
|
283
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings (loss) of joint venture
|
|
—
|
|
|
—
|
|
|
(64,842
|
)
|
|
6,213
|
|
|
10,065
|
|
|||||
Income (loss) before income taxes
|
|
15,127
|
|
|
100,443
|
|
|
73,828
|
|
|
97,585
|
|
|
76,794
|
|
|||||
Income tax (expense) benefit
|
|
(1,742
|
)
|
|
(181
|
)
|
|
134
|
|
|
(2,590
|
)
|
|
(3,251
|
)
|
|||||
Net income (loss)
|
|
13,385
|
|
|
100,262
|
|
|
73,962
|
|
|
94,995
|
|
|
73,543
|
|
|||||
Net income (loss) attributable to non-controlling interests
|
|
(8
|
)
|
|
374
|
|
|
258
|
|
|
327
|
|
|
677
|
|
|||||
Net income (loss) attributable to the Company
|
|
13,393
|
|
|
99,888
|
|
|
73,704
|
|
|
94,668
|
|
|
72,866
|
|
|||||
Distributions to preferred shareholders
|
|
(17,466
|
)
|
|
(16,094
|
)
|
|
(19,662
|
)
|
|
(25,950
|
)
|
|
(25,079
|
)
|
|||||
Issuance costs of redeemed preferred shares
|
|
—
|
|
|
—
|
|
|
(7,090
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common shareholders
|
|
$
|
(4,073
|
)
|
|
$
|
83,794
|
|
|
$
|
46,952
|
|
|
$
|
68,718
|
|
|
$
|
47,787
|
|
Net income (loss) per share available to common shareholders, basic
|
|
$
|
(0.06
|
)
|
|
$
|
1.20
|
|
|
$
|
0.65
|
|
|
$
|
0.95
|
|
|
$
|
0.72
|
|
Net income (loss) per share available to common shareholders, diluted
|
|
$
|
(0.06
|
)
|
|
$
|
1.19
|
|
|
$
|
0.64
|
|
|
$
|
0.94
|
|
|
$
|
0.71
|
|
Weighted-average number of common shares, basic
|
|
74,286,307
|
|
|
69,591,973
|
|
|
71,901,499
|
|
|
71,715,870
|
|
|
65,646,712
|
|
|||||
Weighted-average number of common shares, diluted
|
|
74,286,307
|
|
|
69,984,837
|
|
|
72,373,242
|
|
|
72,384,289
|
|
|
66,264,118
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in hotel properties, net
|
|
$
|
6,534,193
|
|
|
$
|
2,456,450
|
|
|
$
|
2,672,654
|
|
|
$
|
2,673,584
|
|
|
$
|
2,343,690
|
|
Ground lease asset
|
|
199,745
|
|
|
29,037
|
|
|
29,627
|
|
|
30,218
|
|
|
30,891
|
|
|||||
Cash and cash equivalents
|
|
83,366
|
|
|
25,410
|
|
|
33,410
|
|
|
26,345
|
|
|
52,883
|
|
|||||
Total assets
|
|
6,978,348
|
|
|
2,590,868
|
|
|
2,809,259
|
|
|
3,058,471
|
|
|
2,767,186
|
|
|||||
Debt
|
|
2,746,898
|
|
|
885,237
|
|
|
996,251
|
|
|
1,105,595
|
|
|
840,689
|
|
|||||
Total shareholders' equity
|
|
3,759,835
|
|
|
1,498,901
|
|
|
1,605,684
|
|
|
1,758,389
|
|
|
1,781,091
|
|
•
|
The remediation of our 189-room
LaPlaya Beach Resort and Club
(“LaPlaya”) property following damage caused by Hurricane Irma was completed in January 2018 with additional repair work that was completed during the third quarter of 2018. As of
December 31, 2018
, we reached a final settlement agreement with our insurance carriers totaling
$20.5 million
, and we recognized a gain of
$13.1 million
for the
year ended
December 31, 2018
.
|
•
|
On
December 4, 2018
, we sold
The Grand Hotel Minneapolis
for
$30.0 million
.
|
|
|
For the year ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
Same-Property Occupancy
|
|
82.1
|
%
|
|
82.5
|
%
|
||
Same-Property ADR
|
|
$
|
246.15
|
|
|
$
|
242.45
|
|
Same-Property RevPAR
|
|
$
|
202.10
|
|
|
$
|
200.01
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
|
$
|
13,385
|
|
|
$
|
100,262
|
|
|
$
|
73,962
|
|
Adjustments:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
108,265
|
|
|
102,064
|
|
|
102,206
|
|
|||
Depreciation and amortization from joint venture
|
|
—
|
|
|
—
|
|
|
7,139
|
|
|||
(Gain) loss on sale of hotel properties
|
|
2,147
|
|
|
(14,877
|
)
|
|
(40,690
|
)
|
|||
Impairment loss
|
|
—
|
|
|
3,849
|
|
|
12,148
|
|
|||
Impairment loss from joint venture
|
|
—
|
|
|
—
|
|
|
62,622
|
|
|||
FFO
|
|
$
|
123,797
|
|
|
$
|
191,298
|
|
|
$
|
217,387
|
|
Distribution to preferred shareholders
|
|
(17,466
|
)
|
|
(16,094
|
)
|
|
(19,662
|
)
|
|||
Issuance costs of redeemed preferred shares
|
|
—
|
|
|
—
|
|
|
(7,090
|
)
|
|||
FFO available to common share and unit holders
|
|
$
|
106,331
|
|
|
$
|
175,204
|
|
|
$
|
190,635
|
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
13,385
|
|
|
$
|
100,262
|
|
|
$
|
73,962
|
|
Adjustments:
|
|
|
|
|
|
||||||
Interest expense
|
53,923
|
|
|
37,299
|
|
|
43,615
|
|
|||
Interest expense from joint venture
|
—
|
|
|
—
|
|
|
8,218
|
|
|||
Income tax expense (benefit)
|
1,742
|
|
|
181
|
|
|
(134
|
)
|
|||
Depreciation and amortization
|
108,475
|
|
|
102,290
|
|
|
102,439
|
|
|||
Depreciation and amortization from joint venture
|
—
|
|
|
—
|
|
|
7,139
|
|
|||
EBITDA
|
$
|
177,525
|
|
|
$
|
240,032
|
|
|
$
|
235,239
|
|
Gain on sale of hotel properties
|
2,147
|
|
|
(14,877
|
)
|
|
(40,690
|
)
|
|||
Impairment loss
|
—
|
|
|
3,849
|
|
|
12,148
|
|
|||
Impairment loss from joint venture
|
—
|
|
|
—
|
|
|
62,622
|
|
|||
EBITDA
re
|
$
|
179,672
|
|
|
$
|
229,004
|
|
|
$
|
269,319
|
|
|
|
|
|
|
Balance Outstanding as of
|
||||||
|
Interest Rate
|
|
Maturity Date
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Revolving credit facilities
|
|
|
|
|
|
|
|
||||
Senior unsecured credit facility
|
Floating
(1)
|
|
January 2022
|
|
$
|
170,000
|
|
|
$
|
45,000
|
|
PHL unsecured credit facility
|
Floating
(2)
|
|
January 2022
|
|
—
|
|
|
—
|
|
||
Total revolving credit facilities
|
|
|
|
|
$
|
170,000
|
|
|
$
|
45,000
|
|
|
|
|
|
|
|
|
|
||||
Unsecured 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
|
|
||
Fifth Term Loan
|
Floating
(3)
|
|
March 2019
|
|
—
|
|
|
—
|
|
||
Sixth Term Loan:
|
|
|
|
|
|
|
|
||||
Tranche 2020
|
Floating
(3)
|
|
December 2020
|
|
250,000
|
|
|
—
|
|
||
Tranche 2021
|
Floating
(3)
|
|
November 2021
|
|
300,000
|
|
|
—
|
|
||
Tranche 2022
|
Floating
(3)
|
|
November 2022
|
|
400,000
|
|
|
—
|
|
||
Tranche 2023
|
Floating
(3)
|
|
November 2023
|
|
400,000
|
|
|
—
|
|
||
Tranche 2024
|
Floating
(3)
|
|
January 2024
|
|
400,000
|
|
|
—
|
|
||
Total Sixth Term Loan
|
|
|
|
|
1,750,000
|
|
|
—
|
|
||
Total term loans at stated value
|
|
|
|
|
2,425,000
|
|
|
675,000
|
|
||
Deferred financing costs, net
|
|
|
|
|
(15,716
|
)
|
|
(4,594
|
)
|
||
Total term loans
|
|
|
|
|
$
|
2,409,284
|
|
|
$
|
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
|
|
|
|
|
(531
|
)
|
|
(626
|
)
|
||
Total senior unsecured notes
|
|
|
|
|
$
|
99,469
|
|
|
$
|
99,374
|
|
|
|
|
|
|
|
|
|
||||
Mortgage loans
|
|
|
|
|
|
|
|
||||
The Westin San Diego Gaslamp Quarter
|
3.69%
|
|
January 2020
|
|
68,207
|
|
|
70,573
|
|
||
Deferred financing costs, net
|
|
|
|
|
(62
|
)
|
|
(116
|
)
|
||
Total mortgage loans
|
|
|
|
|
$
|
68,145
|
|
|
$
|
70,457
|
|
Total debt
|
|
|
|
|
$
|
2,746,898
|
|
|
$
|
885,237
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less
than 1
year
|
|
1 to 3
years
|
|
3 to 5
years
|
|
More
than 5
years
|
||||||||||
Mortgage loans
(1)
|
$
|
70,927
|
|
|
$
|
4,966
|
|
|
$
|
65,961
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
(2)
|
2,812,521
|
|
|
95,655
|
|
|
929,379
|
|
|
1,271,737
|
|
|
515,750
|
|
|||||
Unsecured notes
(1)
|
127,904
|
|
|
4,792
|
|
|
9,584
|
|
|
9,584
|
|
|
103,944
|
|
|||||
Borrowings under credit facilities
(3)
|
192,589
|
|
|
7,421
|
|
|
14,863
|
|
|
170,305
|
|
|
—
|
|
|||||
Hotel and ground leases
(4)
|
1,242,121
|
|
|
16,642
|
|
|
33,663
|
|
|
33,874
|
|
|
1,157,942
|
|
|||||
Capital lease obligation
|
65,781
|
|
|
1,210
|
|
|
2,506
|
|
|
2,614
|
|
|
59,451
|
|
|||||
Refundable membership initiation deposits
(5)
|
31,278
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
30,985
|
|
|||||
Purchase commitments
(6)
|
25,494
|
|
|
25,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Corporate office lease
|
7,351
|
|
|
1,030
|
|
|
2,146
|
|
|
2,266
|
|
|
1,909
|
|
|||||
Total
|
$
|
4,575,966
|
|
|
$
|
157,503
|
|
|
$
|
1,058,102
|
|
|
$
|
1,490,380
|
|
|
$
|
1,869,981
|
|
(1)
|
Amounts include principal and interest.
|
(2)
|
Amounts include principal and interest. Borrowings under the term loan facilities bear interest at floating rates equal to, at our option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin.
|
(3)
|
Amounts include principal and interest under the two revolving credit facilities. Interest expense is calculated based on the weighted-average interest rate for all outstanding credit facility borrowings as of
December 31, 2018
. It is assumed that the outstanding borrowings will be repaid upon maturity with fixed interest-only payments until then.
|
(4)
|
Our leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases. The table above reflects only minimum fixed rent for all periods presented and does not include assumptions for CPI adjustments.
|
(5)
|
Represents refundable initiation membership deposits from club members at LaPlaya.
|
(6)
|
Amounts represent purchase orders and contracts that have been executed for renovation projects at the properties. We are committed to these purchase orders and contracts and anticipate making similar arrangements in the future with the existing properties or any future properties that we may acquire.
|
Exhibit
Number
|
|
Description of Exhibit
|
|
Agreement and Plan of Merger, dated as of September 6, 2018, by and among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P., Ping Merger OP, LP, Ping Merger Sub, LLC, LaSalle Hotel Properties and LaSalle Hotel LaSalle OP, L.P. (incorporated by reference to Exhibit 2.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on September 7, 2018 (File No. 001‑34571)).
|
|
|
Amendment No. 1 to the Agreement and Plan of Merger, by and among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P., Ping Merger Sub, LLC, Ping Merger OP, LP, LaSalle Hotel Properties and LaSalle Hotel Operating Partnership, L.P., dated as of September 18, 2018 (incorporated by reference to Exhibit 2.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on September 19, 2018 (File No. 001‑34571)).
|
|
|
|
Declaration of Trust, as amended and supplemented through November 30, 2018, of Pebblebrook Hotel Trust.
|
|
Amended and Restated Bylaws of Pebblebrook Hotel Trust (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on November 14, 2016 (File No. 001‑34571)).
|
|
|
First Amendment to Amended and Restated Bylaws of Pebblebrook Hotel Trust (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on July 21, 2017 (File No. 001‑34571)).
|
|
|
Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of December 13, 2013 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 17, 2013 (File No. 001-34571)).
|
|
|
First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of September 30, 2014 (incorporated by reference to Exhibit 3.4 to Pebblebrook Hotel Trust’s Annual Report on Form 10‑K filed with the SEC on February 17, 2015 (File No. 001‑34571)).
|
|
Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of June 8, 2016 (incorporated by reference to Exhibit 3.5 to Pebblebrook Hotel Trust’s Current Report on Form 8‑K filed with the SEC on June 8, 2016 (File No. 001‑34571)).
|
|
|
Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of November 30, 2018 (incorporated by reference to Exhibit 3.3 to Pebblebrook Hotel Trust’s Current Report on Form 8‑K filed with the SEC on December 3, 2018 (File No. 001‑34571)).
|
|
|
Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on August 2, 2012 (File No. 001-34571)).
|
|
|
Amendment No. 1 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective July 7, 2016 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Quarterly Report on Form 10‑Q filed with the SEC on July 25, 2016 (File No. 001‑34571)).
|
|
|
Amendment No. 2 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective February 15, 2017 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on February 22, 2017 (File No. 001‑34571)).
|
|
|
Change in Control Severance Agreement between Pebblebrook Hotel Trust and Jon E. Bortz (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on March 24, 2010 (File No. 001-34571)).
|
|
|
Change in Control Severance Agreement between Pebblebrook Hotel Trust and Raymond D. Martz (incorporated by reference to Exhibit 10.3 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on March 24, 2010 (File No. 001-34571)).
|
|
|
Change in Control Severance Agreement between Pebblebrook Hotel Trust and Thomas C. Fisher (incorporated by reference to Exhibit 10.4 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on March 24, 2010 (File No. 001-34571)).
|
|
|
Form of Indemnification Agreement between Pebblebrook Hotel Trust and its officers and trustees (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to Pebblebrook Hotel Trust's Registration Statement on Form S-11/A filed with the SEC on November 10, 2009 (File No. 333-162412)).
|
|
|
Form of Share Award Agreement for trustees (incorporated by reference to Exhibit 10.6 of Amendment No. 2 to Pebblebrook Hotel Trust's Registration Statement on Form S-11/A filed with the SEC on November 25, 2009 (File No. 333-162412)).
|
|
|
Form of Share Award Agreement (Performance Vesting) for executive officers (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on April 26, 2012 (File No. 001-34571)).
|
|
|
Form of LTIP Unit Vesting Agreement (supersedes Exhibits 10.11, 10.12 and 10.13 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on March 24, 2010 (File No. 001-34571)) (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on April 26, 2012 (File No. 001-34571)).
|
|
|
Form of Share Award Agreement for executive officers (incorporated by reference to Exhibit 10.3 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on April 26, 2012 (File No. 001-34571)).
|
|
|
Lease, dated December 1, 1999, by and between the United States of America, acting through the Administrator of General Services, and Tariff Building Associates, L.P. (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on September 13, 2010 (File No. 001-34571)).
|
|
|
Assignment and Assumption of GSA Lease, dated September 9, 2010, by and among the United States of America, acting by and through the Administrator of General Services and Authorized Representatives, Tariff Building Associates, L.P., and Jayhawk Owner LLC (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on September 13, 2010 (File No. 001-34571)).
|
|
|
Historical Lease, dated October 16, 2000, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Maritime Hotel Associates, L.P. (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on February 22, 2011 (File No. 001-34571)).
|
|
|
Seventh Amendment to Historic Lease, dated February 6, 2001, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Maritime Hotel Associates, L.P. (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on February 22, 2011 (File No. 001-34571)).
|
|
Tenth Amendment to Historic Lease, dated December 9, 2008, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Maritime Hotel Associates, L.P. (incorporated by reference to Exhibit 10.3 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on February 22, 2011 (File No. 001-34571)).
|
|
|
Eleventh Amendment to Historic Lease, dated February 16, 2011, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Wildcats Owner LLC. (incorporated by reference to Exhibit 10.4 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on February 22, 2011 (File No. 001-34571)).
|
|
|
Assignment and Assumption of Historical Lease, dated February 16, 2011, by and among the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an Agency of the United States of America, Maritime Hotel Associates, L.P., and Wildcats Owner LLC. (incorporated by reference to Exhibit 10.5 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on February 22, 2011 (File No. 001-34571)).
|
|
|
Form of LTIP Class B Unit Vesting Agreement (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 17, 2013 (File No. 001-34571)).
|
|
|
Form of Performance Unit Retention Award Agreement (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 17, 2013 (File No. 001-34571)).
|
|
|
Form of Performance Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on April 23, 2015 (File No. 001-34571)).
|
|
|
Fourth Amended and Restated Credit Agreement, dated as of October 13, 2017, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.22 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on February 22, 2018 (File No. 001-34571)).
|
|
|
Amended and Restated Credit Agreement, dated as of October 13, 2017, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, U.S. Bank National Association, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.23 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on February 22, 2018 (File No. 001-34571)).
|
|
|
Credit Agreement, dated as of October 13, 2017, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Capital One, National Association, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.24 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on February 22, 2018 (File No. 001-34571)).
|
|
|
Amended and Restated Credit Agreement, dated as of October 13, 2017, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, PNC Bank, National Association, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.25 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on February 22, 2018 (File No. 001-34571)).
|
|
|
Note Purchase and Guarantee Agreement, dated November 12, 2015, by and among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P., Massachusetts Mutual Life Insurance Company, MassMutual Asia Limited, Allianz Life Insurance Company of North America and The Guardian Life Insurance Company of America (incorporated by reference to Exhibit 10.33 to Pebblebrook Hotel Trust’s Annual Report on Form 10-K filed with the SEC on February 22, 2016 (File No. 001-34571)).
|
|
|
First Amendment to Note Purchase Agreement, dated as of October 13, 2017, among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P., Massachusetts Mutual Life Insurance Company, MassMutual Asia Limited, Allianz Life Insurance Company of North America and The Guardian Life Insurance Company of America (incorporated by reference to Exhibit 10.27 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on February 22, 2018 (File No. 001-34571)).
|
|
|
Form of Share Award Agreement (time-based vesting) for Executive Officers (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on February 16, 2018).
|
|
|
Form of Performance Unit Award Agreement for Executive Officers (incorporated by reference to (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on February 16, 2018).
|
|
Credit Agreement, dated as of September 5, 2018, among Pebblebrook Hotel L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2018).
|
|
|
Waiver Agreement, dated September 5, 2018, between Pebblebrook Hotel Trust and Jon E. Bortz (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on September 7, 2018 (File No. 001‑34571)).
|
|
|
Waiver Agreement, dated September 5, 2018, between Pebblebrook Hotel Trust and Raymond D. Martz (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on September 7, 2018 (File No. 001‑34571)).
|
|
|
Waiver Agreement, dated September 5, 2018, between Pebblebrook Hotel Trust and Thomas C. Fisher (incorporated by reference to Exhibit 10.3 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on September 7, 2018 (File No. 001‑34571)).
|
|
|
|
Credit Agreement, dated as of October 31, 2018, among Pebblebrook Hotel L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent, and the other lenders party thereto.
|
|
List of Subsidiaries of Pebblebrook Hotel Trust.
|
|
|
Consent of KPMG LLP.
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS XBRL
|
|
Instance Document
(1)
|
101.SCH XBRL
|
|
Taxonomy Extension Schema Document
(1)
|
101.CAL XBRL
|
|
Taxonomy Extension Calculation Linkbase Document
(1)
|
101.LAB XBRL
|
|
Taxonomy Extension Label Linkbase Document
(1)
|
101.DEF XBRL
|
|
Taxonomy Extension Definition Linkbase Document
(1)
|
101.PRE XBRL
|
|
Taxonomy Extension Presentation Linkbase Document
(1)
|
*
|
Management agreement or compensatory plan or arrangement.
|
†
|
Filed herewith.
|
††
|
Furnished herewith.
|
(1)
|
Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.
|
|
|
|
PEBBLEBROOK HOTEL TRUST
|
|
|
|
|
Date:
|
March 1, 2019
|
|
/s/ J
ON
E. B
ORTZ
|
|
|
|
Jon E. Bortz
|
|
|
|
Chairman, President and Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
/s/ JON E. BORTZ
|
|
Chairman of the Board, President and Chief Executive Officer (principal executive officer)
|
|
March 1, 2019
|
Jon E. Bortz
|
|
|
||
|
|
|
|
|
/s/ RAYMOND D. MARTZ
|
|
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)
|
|
March 1, 2019
|
Raymond D. Martz
|
|
|
||
|
|
|
|
|
/s/ CYDNEY C. DONNELL
|
|
Trustee
|
|
March 1, 2019
|
Cydney C. Donnell
|
|
|
||
|
|
|
|
|
/s/ RON E. JACKSON
|
|
Trustee
|
|
March 1, 2019
|
Ron E. Jackson
|
|
|
||
|
|
|
|
|
/s/ PHILLIP M. MILLER
|
|
Trustee
|
|
March 1, 2019
|
Phillip M. Miller
|
|
|
||
|
|
|
|
|
/s/ MICHAEL J. SCHALL
|
|
Trustee
|
|
March 1, 2019
|
Michael J. Schall
|
|
|
||
|
|
|
|
|
/s/ EARL E. WEBB
|
|
Trustee
|
|
March 1, 2019
|
Earl E. Webb
|
|
|
|
Page
No.
|
Reports of Independent Registered Public Accounting Firm
|
F-
2
|
Consolidated Balance Sheets
|
F-
5
|
Consolidated Statements of Operations and Comprehensive Income
|
F-
6
|
Consolidated Statements of Equity
|
F-
8
|
Consolidated Statements of Cash Flows
|
F-
10
|
Notes to Consolidated Financial Statements
|
F-
12
|
Schedule III - Real Estate and Accumulated Depreciation
|
F-
39
|
|
|||||||
Pebblebrook Hotel Trust
Consolidated Balance Sheets
(In thousands, except share data)
|
|||||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Investment in hotel properties, net
|
$
|
6,534,193
|
|
|
$
|
2,456,450
|
|
Ground lease asset, net
|
199,745
|
|
|
29,037
|
|
||
Cash and cash equivalents
|
83,366
|
|
|
25,410
|
|
||
Restricted cash
|
24,445
|
|
|
7,123
|
|
||
Hotel receivables (net of allowance for doubtful accounts of $526 and $245, respectively)
|
59,897
|
|
|
29,206
|
|
||
Prepaid expenses and other assets
|
76,702
|
|
|
43,642
|
|
||
Total assets
|
$
|
6,978,348
|
|
|
$
|
2,590,868
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Debt
|
$
|
2,746,898
|
|
|
$
|
885,237
|
|
Accounts payable and accrued expenses
|
360,279
|
|
|
141,290
|
|
||
Deferred revenues
|
54,741
|
|
|
26,919
|
|
||
Accrued interest
|
2,741
|
|
|
2,073
|
|
||
Distribution payable
|
43,759
|
|
|
31,823
|
|
||
Total liabilities
|
3,208,418
|
|
|
1,087,342
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred shares of beneficial interest, $.01 par value (liquidation preference $510,000 at December 31, 2018 and $250,000 at December 31, 2017), 100,000,000 shares authorized; 20,400,000 shares issued and outstanding at December 31, 2018 and 10,000,000 shares issued and outstanding at December 31, 2017
|
204
|
|
|
100
|
|
||
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 130,311,289 issued and outstanding at December 31, 2018 and 68,812,575 issued and outstanding at December 31, 2017
|
1,303
|
|
|
688
|
|
||
Additional paid-in capital
|
4,065,804
|
|
|
1,685,437
|
|
||
Accumulated other comprehensive income (loss)
|
1,330
|
|
|
3,689
|
|
||
Distributions in excess of retained earnings
|
(308,806
|
)
|
|
(191,013
|
)
|
||
Total shareholders’ equity
|
3,759,835
|
|
|
1,498,901
|
|
||
Non-controlling interests
|
10,095
|
|
|
4,625
|
|
||
Total equity
|
3,769,930
|
|
|
1,503,526
|
|
||
Total liabilities and equity
|
$
|
6,978,348
|
|
|
$
|
2,590,868
|
|
Pebblebrook Hotel Trust
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except share and per-share data)
|
|||||||||||
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Room
|
$
|
565,107
|
|
|
$
|
532,288
|
|
|
$
|
568,867
|
|
Food and beverage
|
199,089
|
|
|
182,737
|
|
|
191,857
|
|
|||
Other operating
|
64,482
|
|
|
54,292
|
|
|
55,697
|
|
|||
Total revenues
|
828,678
|
|
|
769,317
|
|
|
816,421
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Hotel operating expenses:
|
|
|
|
|
|
||||||
Room
|
143,171
|
|
|
134,068
|
|
|
137,312
|
|
|||
Food and beverage
|
136,845
|
|
|
123,213
|
|
|
126,957
|
|
|||
Other direct and indirect
|
231,818
|
|
|
210,692
|
|
|
219,655
|
|
|||
Total hotel operating expenses
|
511,834
|
|
|
467,973
|
|
|
483,924
|
|
|||
Depreciation and amortization
|
108,475
|
|
|
102,290
|
|
|
102,439
|
|
|||
Real estate taxes, personal property taxes, property insurance, and ground rent
|
54,191
|
|
|
48,500
|
|
|
50,488
|
|
|||
General and administrative
|
22,512
|
|
|
23,977
|
|
|
27,912
|
|
|||
Transaction costs
|
75,049
|
|
|
71
|
|
|
193
|
|
|||
Impairment and other losses
|
1,452
|
|
|
6,003
|
|
|
12,148
|
|
|||
Loss (gain) on sale of hotel properties
|
2,147
|
|
|
(14,877
|
)
|
|
(40,690
|
)
|
|||
Gain on insurance settlement
|
(13,954
|
)
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
761,706
|
|
|
633,937
|
|
|
636,414
|
|
|||
Operating income (loss)
|
66,972
|
|
|
135,380
|
|
|
180,007
|
|
|||
Interest income
|
178
|
|
|
97
|
|
|
1,995
|
|
|||
Interest expense
|
(53,923
|
)
|
|
(37,299
|
)
|
|
(43,615
|
)
|
|||
Other
|
1,900
|
|
|
2,265
|
|
|
283
|
|
|||
Equity in earnings (loss) of joint venture
|
—
|
|
|
—
|
|
|
(64,842
|
)
|
|||
Income (loss) before income taxes
|
15,127
|
|
|
100,443
|
|
|
73,828
|
|
|||
Income tax (expense) benefit
|
(1,742
|
)
|
|
(181
|
)
|
|
134
|
|
|||
Net income (loss)
|
13,385
|
|
|
100,262
|
|
|
73,962
|
|
|||
Net income (loss) attributable to non-controlling interests
|
(8
|
)
|
|
374
|
|
|
258
|
|
|||
Net income (loss) attributable to the Company
|
13,393
|
|
|
99,888
|
|
|
73,704
|
|
|||
Distributions to preferred shareholders
|
(17,466
|
)
|
|
(16,094
|
)
|
|
(19,662
|
)
|
|||
Issuance costs of redeemed preferred shares
|
—
|
|
|
—
|
|
|
(7,090
|
)
|
|||
Net income (loss) attributable to common shareholders
|
$
|
(4,073
|
)
|
|
$
|
83,794
|
|
|
$
|
46,952
|
|
Net income (loss) per share available to common shareholders, basic
|
$
|
(0.06
|
)
|
|
$
|
1.20
|
|
|
$
|
0.65
|
|
Net income (loss) per share available to common shareholders, diluted
|
$
|
(0.06
|
)
|
|
$
|
1.19
|
|
|
$
|
0.64
|
|
Weighted-average number of common shares, basic
|
74,286,307
|
|
|
69,591,973
|
|
|
71,901,499
|
|
|||
Weighted-average number of common shares, diluted
|
74,286,307
|
|
|
69,984,837
|
|
|
72,373,242
|
|
Pebblebrook Hotel Trust
Consolidated Statements of Operations and Comprehensive Income - Continued
(In thousands, except share and per-share data)
|
|||||||||||
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
13,385
|
|
|
$
|
100,262
|
|
|
$
|
73,962
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivative instruments
|
(2,907
|
)
|
|
6,001
|
|
|
2,438
|
|
|||
Comprehensive income (loss)
|
10,478
|
|
|
106,263
|
|
|
76,400
|
|
|||
Comprehensive income (loss) attributable to non-controlling interests
|
(16
|
)
|
|
395
|
|
|
266
|
|
|||
Comprehensive income (loss) attributable to the Company
|
$
|
10,494
|
|
|
$
|
105,868
|
|
|
$
|
76,134
|
|
Pebblebrook Hotel Trust
Consolidated Statements of Equity
(In thousands, except share data)
|
||||||||||||||||||||||||||||||||||||||
|
|
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, 2015
|
|
14,000,000
|
|
|
$
|
140
|
|
|
71,735,129
|
|
|
$
|
717
|
|
|
$
|
1,868,047
|
|
|
$
|
(4,750
|
)
|
|
$
|
(105,765
|
)
|
|
$
|
1,758,389
|
|
|
$
|
2,445
|
|
|
$
|
1,760,834
|
|
Issuance of shares, net of offering costs
|
|
5,000,000
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
120,758
|
|
|
—
|
|
|
—
|
|
|
120,808
|
|
|
—
|
|
|
120,808
|
|
||||||||
Redemption of preferred shares
|
|
(9,000,000
|
)
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
(217,870
|
)
|
|
—
|
|
|
(7,090
|
)
|
|
(225,050
|
)
|
|
—
|
|
|
(225,050
|
)
|
||||||||
Issuance of common shares for Board of Trustee compensation
|
|
—
|
|
|
—
|
|
|
21,407
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
606
|
|
||||||||
Repurchase of common shares
|
|
—
|
|
|
—
|
|
|
(88,510
|
)
|
|
(1
|
)
|
|
(2,495
|
)
|
|
—
|
|
|
—
|
|
|
(2,496
|
)
|
|
—
|
|
|
(2,496
|
)
|
||||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
254,878
|
|
|
3
|
|
|
7,358
|
|
|
—
|
|
|
—
|
|
|
7,361
|
|
|
1,105
|
|
|
8,466
|
|
||||||||
Distributions on common shares/units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,414
|
)
|
|
(110,414
|
)
|
|
(359
|
)
|
|
(110,773
|
)
|
||||||||
Distributions on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,662
|
)
|
|
(19,662
|
)
|
|
(17
|
)
|
|
(19,679
|
)
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gain (loss) on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,438
|
|
|
—
|
|
|
2,438
|
|
|
—
|
|
|
2,438
|
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,704
|
|
|
73,704
|
|
|
258
|
|
|
73,962
|
|
||||||||
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 Trustee compensation
|
|
—
|
|
|
—
|
|
|
16,711
|
|
|
1
|
|
|
502
|
|
|
—
|
|
|
—
|
|
|
503
|
|
|
—
|
|
|
503
|
|
||||||||
Repurchase of common shares
|
|
—
|
|
|
—
|
|
|
(3,335,278
|
)
|
|
(33
|
)
|
|
(95,948
|
)
|
|
—
|
|
|
—
|
|
|
(95,981
|
)
|
|
—
|
|
|
(95,981
|
)
|
||||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
208,238
|
|
|
1
|
|
|
4,541
|
|
|
—
|
|
|
—
|
|
|
4,542
|
|
|
1,104
|
|
|
5,646
|
|
||||||||
Distributions on common shares/units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,580
|
)
|
|
(105,580
|
)
|
|
(359
|
)
|
|
(105,939
|
)
|
||||||||
Distributions on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,094
|
)
|
|
(16,094
|
)
|
|
(32
|
)
|
|
(16,126
|
)
|
||||||||
Redemption of non-controlling interest LTIP units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gain (loss) on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,001
|
|
|
—
|
|
|
6,001
|
|
|
—
|
|
|
6,001
|
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,888
|
|
|
99,888
|
|
|
374
|
|
|
100,262
|
|
||||||||
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 shares, net of offering costs
|
|
10,400,000
|
|
|
104
|
|
|
61,399,104
|
|
|
614
|
|
|
2,377,089
|
|
|
—
|
|
|
—
|
|
|
2,377,807
|
|
|
—
|
|
|
2,377,807
|
|
||||||||
Issuance of operating partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,665
|
|
|
4,665
|
|
Issuance of common shares for Board of Trustee 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
|
|
|
5,123
|
|
|
—
|
|
|
—
|
|
|
5,124
|
|
|
1,104
|
|
|
6,228
|
|
||||||||
Distributions on common shares/units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,172
|
)
|
|
(113,172
|
)
|
|
(377
|
)
|
|
(113,549
|
)
|
||||||||
Distributions on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,466
|
)
|
|
(17,466
|
)
|
|
(39
|
)
|
|
(17,505
|
)
|
||||||||
Net contribution from non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gain (loss) on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,907
|
)
|
|
—
|
|
|
(2,907
|
)
|
|
—
|
|
|
(2,907
|
)
|
||||||||
Cumulative effect from adoption of new accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
548
|
|
|
(548
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,393
|
|
|
13,393
|
|
|
(8
|
)
|
|
13,385
|
|
||||||||
Balance at December 31, 2018
|
|
20,400,000
|
|
|
$
|
204
|
|
|
130,311,289
|
|
|
$
|
1,303
|
|
|
$
|
4,065,804
|
|
|
$
|
1,330
|
|
|
$
|
(308,806
|
)
|
|
$
|
3,759,835
|
|
|
$
|
10,095
|
|
|
$
|
3,769,930
|
|
|
|||||||||||
Pebblebrook Hotel Trust
Consolidated Statements of Cash Flows
(In thousands)
|
|||||||||||
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
13,385
|
|
|
$
|
100,262
|
|
|
$
|
73,962
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
108,475
|
|
|
102,290
|
|
|
102,439
|
|
|||
Share-based compensation
|
6,228
|
|
|
5,646
|
|
|
8,466
|
|
|||
(Gain) loss on derivative instruments
|
—
|
|
|
(265
|
)
|
|
(283
|
)
|
|||
(Gain) loss on marketable securities
|
2,978
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred financing costs and mortgage loan premiums
|
18,256
|
|
|
2,040
|
|
|
1,513
|
|
|||
Loss (gain) on sale of hotel properties
|
2,147
|
|
|
(14,877
|
)
|
|
(40,690
|
)
|
|||
Impairment and other losses
|
—
|
|
|
3,849
|
|
|
12,148
|
|
|||
Non-cash ground rent
|
3,062
|
|
|
2,884
|
|
|
2,762
|
|
|||
Equity in (earnings) loss from joint venture
|
—
|
|
|
—
|
|
|
66,636
|
|
|||
Other
|
2,939
|
|
|
2,378
|
|
|
2,654
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Hotel receivables
|
3,684
|
|
|
(1,270
|
)
|
|
1,263
|
|
|||
Prepaid expenses and other assets
|
5,031
|
|
|
(2,161
|
)
|
|
2,286
|
|
|||
Accounts payable and accrued expenses
|
(34,517
|
)
|
|
(9,176
|
)
|
|
4,492
|
|
|||
Deferred revenues
|
4,029
|
|
|
2,039
|
|
|
2,324
|
|
|||
Net cash provided by (used in) operating activities
|
135,697
|
|
|
193,639
|
|
|
239,972
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisition of LaSalle, net of cash acquired
|
(1,372,584
|
)
|
|
—
|
|
|
—
|
|
|||
Improvements and additions to hotel properties
|
(89,605
|
)
|
|
(80,825
|
)
|
|
(121,899
|
)
|
|||
Proceeds from joint venture redemption
|
—
|
|
|
—
|
|
|
2,530
|
|
|||
Deposit received on hotel properties
|
—
|
|
|
2,000
|
|
|
3,000
|
|
|||
Proceeds from sale of hotel properties
|
28,551
|
|
|
203,479
|
|
|
364,390
|
|
|||
Receipt from (acquisition of) note receivable
|
—
|
|
|
—
|
|
|
50,000
|
|
|||
Investment in marketable securities
|
(356,180
|
)
|
|
—
|
|
|
—
|
|
|||
Sale of marketable securities
|
6,658
|
|
|
—
|
|
|
—
|
|
|||
Purchase of corporate office equipment, software, and furniture
|
(164
|
)
|
|
(40
|
)
|
|
(74
|
)
|
|||
Property insurance proceeds
|
5,162
|
|
|
7,674
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(1,778,162
|
)
|
|
132,288
|
|
|
297,947
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Gross proceeds from issuance of preferred shares
|
—
|
|
|
—
|
|
|
125,000
|
|
|||
Payment of offering costs — common and preferred shares
|
(470
|
)
|
|
(62
|
)
|
|
(4,189
|
)
|
|||
Payment of deferred financing costs
|
(29,366
|
)
|
|
(5,411
|
)
|
|
(1,414
|
)
|
|||
Contributions from non-controlling interest
|
—
|
|
|
106
|
|
|
—
|
|
|||
Borrowings under revolving credit facilities
|
550,181
|
|
|
238,687
|
|
|
469,000
|
|
|||
Repayments under revolving credit facilities
|
(425,181
|
)
|
|
(275,687
|
)
|
|
(552,000
|
)
|
|||
Proceeds from debt
|
1,850,000
|
|
|
—
|
|
|
150,000
|
|
|||
Repayments of debt
|
(102,366
|
)
|
|
(72,317
|
)
|
|
(365,583
|
)
|
|||
Repurchase of common shares
|
(2,507
|
)
|
|
(95,982
|
)
|
|
(2,496
|
)
|
|
|||||||||||
Pebblebrook Hotel Trust
Consolidated Statements of Cash Flows
(In thousands)
|
|||||||||||
Redemption of preferred shares
|
—
|
|
|
—
|
|
|
(225,050
|
)
|
|||
Distributions — common shares/units
|
(105,729
|
)
|
|
(107,329
|
)
|
|
(105,321
|
)
|
|||
Distributions — preferred shares
|
(16,094
|
)
|
|
(16,094
|
)
|
|
(21,770
|
)
|
|||
Proceeds from refundable membership deposits
|
29
|
|
|
656
|
|
|
1,658
|
|
|||
Repayments of refundable membership deposits
|
(754
|
)
|
|
(790
|
)
|
|
(723
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,717,743
|
|
|
(334,223
|
)
|
|
(532,888
|
)
|
|||
Net change in cash and cash equivalents and restricted cash
|
75,278
|
|
|
(8,296
|
)
|
|
5,031
|
|
|||
Cash and cash equivalents and restricted cash, beginning of year
|
32,533
|
|
|
40,829
|
|
|
35,798
|
|
|||
Cash and cash equivalents and restricted cash, end of period
|
$
|
107,811
|
|
|
$
|
32,533
|
|
|
$
|
40,829
|
|
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.
|
|
|
Total Consideration
|
||
Common shares
|
|
$
|
2,144,057
|
|
Preferred Series E shares
|
|
101,622
|
|
|
Preferred Series F shares
|
|
132,600
|
|
|
OP units
|
|
4,665
|
|
|
Cash
|
|
1,719,150
|
|
|
Total consideration
|
|
$
|
4,102,094
|
|
|
|
November 30, 2018
|
||
Investment in hotel properties
|
|
$
|
4,120,370
|
|
Restricted cash reserves
|
|
14,784
|
|
|
Hotel and other receivables
|
|
34,669
|
|
|
Intangible assets
|
|
171,660
|
|
|
Prepaid expenses and other assets
|
|
47,808
|
|
|
Accounts payable and accrued expenses
|
|
(258,036
|
)
|
|
Deferred revenues
|
|
(23,816
|
)
|
|
Accrued interest
|
|
(2,496
|
)
|
|
Distributions payable
|
|
(2,744
|
)
|
|
Other
|
|
(105
|
)
|
|
Total consideration
|
|
$
|
4,102,094
|
|
•
|
Investment in hotel properties — The Company estimated the fair values of the land and improvements, buildings and improvements, and furniture, fixtures, and equipment at the hotel properties by using a combination of the market, cost, and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures, and cash flow projections at the respective hotel properties.
|
•
|
Intangible assets — The Company estimated the fair value of its lease intangible assets by calculating the present value of the difference between the contractual rental amounts paid according to the in-place lease agreements and the market rental rates for similar leased space, measured over a period equal to the remaining non-cancellable term of the lease. This valuation methodology is based on Level 2 and Level 3 inputs in the fair value hierarchy. The market lease intangible assets are amortized as adjustments to ground rent expense over the remaining terms of the respective leases.
|
•
|
Above market lease liabilities — The Company estimated the fair value of its above market lease liabilities by calculating the present value of the difference between the contractual rental amounts paid according to the in-place lease agreements and the market rental rates for similar leased space, measured over a period equal to the remaining non-cancellable term of the lease. This valuation methodology is based on Level 2 and Level 3 inputs in the fair value
|
•
|
Restricted cash reserves, hotel and other receivables, prepaid expenses and other assets, accounts payable and other liabilities, deferred revenues, accrued interest, and distributions payable — the carrying amounts of the assets acquired, the liabilities assumed, and the equity interests acquired approximate fair value because of their short term maturities.
|
|
|
For the year ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(unaudited)
|
||||||
Total revenues
|
|
$
|
1,677,663
|
|
|
$
|
1,687,275
|
|
Operating income (loss)
|
|
276,508
|
|
|
303,370
|
|
||
Net income (loss) attributable to common shareholders
|
|
110,635
|
|
|
151,340
|
|
||
Net income (loss) per share available to common shareholders — basic
|
|
$
|
0.85
|
|
|
1.16
|
|
|
Net income (loss) per share available to common shareholders — diluted
|
|
$
|
0.85
|
|
|
$
|
1.16
|
|
|
December 31,
2018 |
|
December 31, 2017
|
||||
Land
|
$
|
1,056,862
|
|
|
$
|
448,401
|
|
Buildings and improvements
|
5,532,498
|
|
|
2,205,315
|
|
||
Furniture, fixtures and equipment
|
462,620
|
|
|
240,842
|
|
||
Construction in progress
|
25,643
|
|
|
9,514
|
|
||
Investment in hotel properties
|
$
|
7,077,623
|
|
|
$
|
2,904,072
|
|
Less: Accumulated depreciation
|
(543,430
|
)
|
|
(447,622
|
)
|
||
Investment in hotel properties, net
|
$
|
6,534,193
|
|
|
$
|
2,456,450
|
|
|
|
|
|
|
Balance Outstanding as of
|
||||||
|
Interest Rate
|
|
Maturity Date
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Revolving credit facilities
|
|
|
|
|
|
|
|
||||
Senior unsecured credit facility
|
Floating
(1)
|
|
January 2022
|
|
$
|
170,000
|
|
|
$
|
45,000
|
|
PHL unsecured credit facility
|
Floating
(2)
|
|
January 2022
|
|
—
|
|
|
—
|
|
||
Total revolving credit facilities
|
|
|
|
|
$
|
170,000
|
|
|
$
|
45,000
|
|
|
|
|
|
|
|
|
|
||||
Unsecured 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
|
|
||
Fifth Term Loan
|
Floating
(3)
|
|
March 2019
|
|
—
|
|
|
—
|
|
||
Sixth Term Loan
|
|
|
|
|
|
|
|
||||
Tranche 2020
|
Floating
(3)
|
|
December 2020
|
|
250,000
|
|
|
—
|
|
||
Tranche 2021
|
Floating
(3)
|
|
November 2021
|
|
300,000
|
|
|
—
|
|
||
Tranche 2022
|
Floating
(3)
|
|
November 2022
|
|
400,000
|
|
|
—
|
|
||
Tranche 2023
|
Floating
(3)
|
|
November 2023
|
|
400,000
|
|
|
—
|
|
||
Tranche 2024
|
Floating
(3)
|
|
January 2024
|
|
400,000
|
|
|
—
|
|
||
Total Sixth Term Loan
|
|
|
|
|
1,750,000
|
|
|
—
|
|
||
Total term loans at stated value
|
|
|
|
|
2,425,000
|
|
|
675,000
|
|
||
Deferred financing costs, net
|
|
|
|
|
(15,716
|
)
|
|
(4,594
|
)
|
||
Total term loans
|
|
|
|
|
$
|
2,409,284
|
|
|
$
|
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
|
|
|
|
|
(531
|
)
|
|
(626
|
)
|
||
Total senior unsecured notes
|
|
|
|
|
$
|
99,469
|
|
|
$
|
99,374
|
|
|
|
|
|
|
|
|
|
|
|
||
Mortgage loans
|
|
|
|
|
|
|
|
|
|
||
The Westin San Diego Gaslamp Quarter
|
3.69%
|
|
January 2020
|
|
68,207
|
|
|
70,573
|
|
||
Deferred financing costs, net
|
|
|
|
|
(62
|
)
|
|
(116
|
)
|
||
Total mortgage loans
|
|
|
|
|
$
|
68,145
|
|
|
$
|
70,457
|
|
Total debt
|
|
|
|
|
$
|
2,746,898
|
|
|
$
|
885,237
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Unsecured revolving credit facilities
|
|
$
|
11,274
|
|
|
$
|
3,914
|
|
|
$
|
3,694
|
|
Unsecured term loan facilities
|
|
30,479
|
|
|
21,396
|
|
|
21,208
|
|
|||
Senior unsecured notes
|
|
4,686
|
|
|
4,805
|
|
|
4,872
|
|
|||
Mortgage debt
|
|
2,592
|
|
|
3,600
|
|
|
11,377
|
|
|||
Amortization of deferred financing fees
|
|
2,565
|
|
|
2,397
|
|
|
2,737
|
|
|||
Other
|
|
2,327
|
|
|
1,187
|
|
|
(273
|
)
|
|||
Total interest expense
|
|
$
|
53,923
|
|
|
$
|
37,299
|
|
|
$
|
43,615
|
|
2019
|
|
$
|
2,455
|
|
2020
|
|
315,752
|
|
|
2021
|
|
500,000
|
|
|
2022
|
|
635,000
|
|
|
2023
|
|
760,000
|
|
|
Thereafter
|
|
550,000
|
|
|
Total debt principal payments
|
|
2,763,207
|
|
|
Mortgage loan premiums and deferred financing costs
|
|
(16,309
|
)
|
|
Total debt
|
|
$
|
2,746,898
|
|
|
|
|
|
|
|
Notional Value as of
|
||||||
Hedge Type
|
|
Interest Rate
|
|
Maturity
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Swap - cash flow
|
|
1.57%
|
(1)
|
May 2019
|
|
$
|
100,000
|
|
|
$
|
—
|
|
Swap - cash flow
|
|
1.57%
|
(1)
|
May 2019
|
|
62,500
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.57%
|
(1)
|
May 2019
|
|
15,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.63%
|
|
January 2020
|
|
50,000
|
|
|
50,000
|
|
||
Swap - cash flow
|
|
1.63%
|
|
January 2020
|
|
50,000
|
|
|
50,000
|
|
||
Swap - cash flow
|
|
2.46%
|
|
January 2020
|
|
50,000
|
|
|
50,000
|
|
||
Swap - cash flow
|
|
2.46%
|
|
January 2020
|
|
50,000
|
|
|
50,000
|
|
||
Swap - cash flow
|
|
1.66%
|
|
January 2020
|
|
50,000
|
|
|
50,000
|
|
||
Swap - cash flow
|
|
1.66%
|
|
January 2020
|
|
50,000
|
|
|
50,000
|
|
||
Swap - cash flow
|
|
1.74%
|
|
January 2021
|
|
75,000
|
|
|
75,000
|
|
||
Swap - cash flow
|
|
1.75%
|
|
January 2021
|
|
50,000
|
|
|
50,000
|
|
||
Swap - cash flow
|
|
1.53%
|
|
January 2021
|
|
37,500
|
|
|
37,500
|
|
||
Swap - cash flow
|
|
1.53%
|
|
January 2021
|
|
37,500
|
|
|
37,500
|
|
||
Swap - cash flow
|
|
1.46%
|
(1)
|
January 2021
|
|
100,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.47%
|
(1)
|
January 2021
|
|
47,500
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.47%
|
(1)
|
January 2021
|
|
47,500
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.47%
|
(1)
|
January 2021
|
|
47,500
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.47%
|
(1)
|
January 2021
|
|
47,500
|
|
|
—
|
|
||
Swap - cash flow
|
|
2.60%
|
(2)
|
October 2021
|
|
55,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
2.60%
|
(2)
|
October 2021
|
|
55,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.78%
|
(1)
|
January 2022
|
|
100,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.78%
|
(1)
|
January 2022
|
|
50,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.79%
|
(1)
|
January 2022
|
|
30,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
1.68%
|
|
April 2022
|
|
25,000
|
|
|
25,000
|
|
||
Swap - cash flow
|
|
1.68%
|
|
April 2022
|
|
25,000
|
|
|
25,000
|
|
||
Swap - cash flow
|
|
1.64%
|
|
April 2022
|
|
25,000
|
|
|
25,000
|
|
||
Swap - cash flow
|
|
1.64%
|
|
April 2022
|
|
25,000
|
|
|
25,000
|
|
||
Swap - cash flow
|
|
2.60%
|
(3)
|
January 2024
|
|
75,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
2.60%
|
(3)
|
January 2024
|
|
50,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
2.60%
|
(3)
|
January 2024
|
|
25,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
2.60%
|
(3)
|
January 2024
|
|
75,000
|
|
|
—
|
|
||
Swap - cash flow
|
|
2.60%
|
(3)
|
January 2024
|
|
75,000
|
|
|
—
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
San Francisco, CA
|
|
$
|
193,708
|
|
|
$
|
179,248
|
|
|
$
|
186,139
|
|
Los Angeles, CA
|
|
128,016
|
|
|
124,979
|
|
|
134,129
|
|
|||
San Diego, CA
|
|
78,965
|
|
|
69,447
|
|
|
69,863
|
|
|||
Boston, MA
|
|
85,676
|
|
|
73,461
|
|
|
77,614
|
|
|||
Seattle, WA
|
|
33,025
|
|
|
32,061
|
|
|
30,597
|
|
|||
Portland, OR
|
|
98,265
|
|
|
100,070
|
|
|
97,743
|
|
|||
Washington DC
|
|
34,731
|
|
|
27,586
|
|
|
35,113
|
|
|||
Southern FL
|
|
63,824
|
|
|
50,916
|
|
|
67,990
|
|
|||
Chicago, IL
|
|
3,885
|
|
|
—
|
|
|
—
|
|
|||
Other
(1)
|
|
108,583
|
|
|
111,549
|
|
|
117,233
|
|
|||
|
|
$
|
828,678
|
|
|
$
|
769,317
|
|
|
$
|
816,421
|
|
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
|
$
|
0.38
|
|
|
September 30, 2018
|
|
September 28, 2018
|
|
October 15, 2018
|
$
|
0.25
|
|
(1)
|
December 31, 2018
|
|
November 29, 2018
|
|
January 15, 2019
|
$
|
0.13
|
|
(1)
|
December 31, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
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
|
6.50% Series C
|
|
$
|
0.41
|
|
|
September 30, 2018
|
|
September 28, 2018
|
|
October 15, 2018
|
6.50% Series C
|
|
$
|
0.41
|
|
|
December 31, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
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
|
6.375% Series D
|
|
$
|
0.40
|
|
|
September 30, 2018
|
|
September 28, 2018
|
|
October 15, 2018
|
6.375% Series D
|
|
$
|
0.40
|
|
|
December 31, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
6.375% Series E
|
|
$
|
0.40
|
|
|
December 31, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
6.30% Series F
|
|
$
|
0.39
|
|
|
December 31, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
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%
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
1.2040
|
|
|
77.57
|
%
|
|
$
|
1.3611
|
|
|
95.41
|
%
|
|
$
|
1.3794
|
|
|
95.14
|
%
|
Qualified dividend
|
0.3482
|
|
|
22.43
|
%
|
|
0.0256
|
|
|
1.79
|
%
|
|
0.0704
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Return of capital
|
—
|
|
|
—
|
%
|
|
0.0399
|
|
|
2.80
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
1.5522
|
|
|
100.00
|
%
|
|
$
|
1.4266
|
|
|
100.00
|
%
|
|
$
|
1.4498
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series A Preferred Shares:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
0.2914
|
|
|
95.14
|
%
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
0.0149
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
0.3063
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series B Preferred Shares:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1.3109
|
|
|
95.14
|
%
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
0.0669
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1.3778
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series C Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
1.2605
|
|
|
77.57
|
%
|
|
$
|
1.1969
|
|
|
98.20
|
%
|
|
$
|
1.5461
|
|
|
95.14
|
%
|
Qualified dividend
|
0.3645
|
|
|
22.43
|
%
|
|
0.0219
|
|
|
1.80
|
%
|
|
0.0789
|
|
|
4.86
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
1.6250
|
|
|
100.00
|
%
|
|
$
|
1.2188
|
|
|
100.00
|
%
|
|
$
|
1.6250
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series D Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
$
|
1.2363
|
|
|
77.57
|
%
|
|
$
|
1.1739
|
|
|
98.21
|
%
|
|
$
|
0.9099
|
|
|
95.15
|
%
|
Qualified dividend
|
0.3575
|
|
|
22.43
|
%
|
|
0.0214
|
|
|
1.79
|
%
|
|
0.0464
|
|
|
4.85
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
1.5938
|
|
|
100.00
|
%
|
|
$
|
1.1953
|
|
|
100.00
|
%
|
|
$
|
0.9563
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series E Preferred Shares:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Series F Preferred Shares:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ordinary non-qualified income
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
Qualified dividend
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Capital gain
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Federal
|
|
|
|
|
|
||||||
Current
|
$
|
1,696
|
|
|
$
|
4
|
|
|
$
|
(27
|
)
|
Deferred
|
(248
|
)
|
|
(89
|
)
|
|
(353
|
)
|
|||
State and local
|
|
|
|
|
|
||||||
Current
|
426
|
|
|
9
|
|
|
93
|
|
|||
Deferred
|
(66
|
)
|
|
224
|
|
|
(171
|
)
|
|||
Income tax expense (benefit)
|
$
|
1,808
|
|
|
$
|
148
|
|
|
$
|
(458
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Statutory federal tax expense (benefit)
|
$
|
1,349
|
|
|
$
|
(418
|
)
|
|
$
|
(618
|
)
|
State income tax expense (benefit), net of federal tax (benefit) expense
|
271
|
|
|
231
|
|
|
(110
|
)
|
|||
Other
|
188
|
|
|
335
|
|
|
270
|
|
|||
Income tax expense (benefit)
|
$
|
1,808
|
|
|
$
|
148
|
|
|
$
|
(458
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) attributable to common shareholders
|
$
|
(4,073
|
)
|
|
$
|
83,794
|
|
|
$
|
46,952
|
|
Less: dividends paid on unvested share-based compensation
|
(332
|
)
|
|
(415
|
)
|
|
(483
|
)
|
|||
Net income (loss) available to common shareholders
|
$
|
(4,405
|
)
|
|
$
|
83,379
|
|
|
$
|
46,469
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average number of common shares — basic
|
74,286,307
|
|
|
69,591,973
|
|
|
71,901,499
|
|
|||
Effect of dilutive share-based compensation
|
—
|
|
|
392,864
|
|
|
471,743
|
|
|||
Weighted-average number of common shares — diluted
|
74,286,307
|
|
|
69,984,837
|
|
|
72,373,242
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per share available to common shareholders — basic
|
$
|
(0.06
|
)
|
|
$
|
1.20
|
|
|
$
|
0.65
|
|
Net income (loss) per share available to common shareholders — diluted
|
$
|
(0.06
|
)
|
|
$
|
1.19
|
|
|
$
|
0.64
|
|
Lease Properties
|
|
Lease Type
|
|
Lease Expiration Date
|
|
Hotel Monaco Washington DC
|
|
Operating lease
|
|
November 2059
|
|
Argonaut Hotel
|
|
Operating lease
|
|
December 2059
|
|
Hotel Zelos San Francisco
|
|
Operating lease
|
|
June 2097
|
|
Hotel Zephyr Fisherman's Wharf
|
|
Operating lease
|
|
February 2062
|
|
Hotel Palomar Los Angeles Beverly Hills
|
|
Operating lease
|
|
January 2107
|
(1)
|
Union Station Hotel Nashville, Autograph Collection
|
|
Operating lease
|
|
December 2105
|
|
Southernmost Beach Resort
|
|
Operating lease
|
|
April 2029
|
|
Hyatt Regency Boston Harbor
|
|
Operating lease
|
|
April 2077
|
|
Hilton San Diego Resort & Spa
|
|
Operating lease
|
|
July 2068
|
|
Paradise Point Resort & Spa
|
|
Operating lease
|
|
May 2050
|
|
Hotel Vitale
|
|
Operating lease
|
|
March 2056
|
(2)
|
Viceroy Santa Monica Hotel
|
|
Operating lease
|
|
September 2065
|
|
The Westin Copley Place, Boston
|
|
Operating lease
|
|
December 2077
|
(3)
|
The Liberty, A Luxury Collection Hotel, Boston
|
|
Operating lease
|
|
May 2080
|
|
Solamar Hotel
|
|
Operating lease
|
|
December 2102
|
|
Hotel Zeppelin San Francisco
|
|
Operating and capital lease
|
|
June 2059
|
(4)
|
Harbor Court Hotel San Francisco
|
|
Capital lease
|
|
August 2052
|
|
The Roger New York
|
|
Capital lease
|
|
December 2044
|
|
2019
|
|
$
|
18,882
|
|
2020
|
|
19,091
|
|
|
2021
|
|
19,223
|
|
|
2022
|
|
19,325
|
|
|
2023
|
|
19,429
|
|
|
Thereafter
|
|
1,219,303
|
|
|
Total
|
|
$
|
1,315,253
|
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Interest paid, net of capitalized interest
|
$
|
48,658
|
|
|
$
|
33,999
|
|
|
$
|
41,416
|
|
Interest capitalized
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
492
|
|
Income taxes paid
|
$
|
4,047
|
|
|
$
|
575
|
|
|
$
|
369
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Distributions payable on common shares/units
|
$
|
36,201
|
|
|
$
|
28,381
|
|
|
$
|
29,773
|
|
Distributions payable on preferred shares
|
$
|
7,558
|
|
|
$
|
3,442
|
|
|
$
|
3,442
|
|
Issuance of common shares for Board of Trustees compensation
|
$
|
662
|
|
|
$
|
503
|
|
|
$
|
606
|
|
Accrued additions and improvements to hotel properties
|
$
|
8,620
|
|
|
$
|
961
|
|
|
$
|
4,717
|
|
Write-off of fully depreciated building, furniture, fixtures and equipment
|
$
|
—
|
|
|
$
|
14,134
|
|
|
$
|
—
|
|
Write-off of deferred financing costs
|
$
|
—
|
|
|
$
|
5,956
|
|
|
$
|
1,836
|
|
The Company also had the following transactions in connection with the LaSalle merger:
|
|
|
|
|
|
||||||
Issuance of common shares
|
$
|
2,144,057
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Series E and F preferred shares
|
$
|
234,222
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of OP units
|
$
|
4,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Exchange of LaSalle shares as part of purchase price
|
$
|
346,544
|
|
|
$
|
—
|
|
|
$
|
—
|
|
In conjunction with the Manhattan Collection joint venture redemption transaction, the Company assumed the following assets and liabilities:
|
|
|
|
|
|
||||||
Investment in hotel properties
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
319,800
|
|
Mortgage loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190,000
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenues
|
|
$
|
181,055
|
|
|
$
|
206,501
|
|
|
$
|
205,480
|
|
|
$
|
235,642
|
|
Net income (loss)
|
|
24,516
|
|
|
58,295
|
|
|
29,917
|
|
|
(99,343
|
)
|
||||
Net income (loss) attributable to the Company
|
|
24,409
|
|
|
58,103
|
|
|
29,792
|
|
|
(98,911
|
)
|
||||
Net income (loss) attributable to common shareholders
|
|
20,386
|
|
|
54,079
|
|
|
25,769
|
|
|
(104,307
|
)
|
||||
Net income (loss) per share available to common shareholders, basic
|
|
$
|
0.29
|
|
|
$
|
0.78
|
|
|
$
|
0.37
|
|
|
$
|
(1.16
|
)
|
Net income (loss) per share available to common shareholders, diluted
|
|
$
|
0.29
|
|
|
$
|
0.78
|
|
|
$
|
0.37
|
|
|
$
|
(1.16
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenues
|
|
$
|
182,178
|
|
|
$
|
205,717
|
|
|
$
|
201,793
|
|
|
$
|
179,629
|
|
Net income (loss)
|
|
14,089
|
|
|
43,670
|
|
|
30,571
|
|
|
11,932
|
|
||||
Net income (loss) attributable to the Company
|
|
14,034
|
|
|
43,512
|
|
|
30,443
|
|
|
11,899
|
|
||||
Net income (loss) attributable to common shareholders
|
|
10,011
|
|
|
39,488
|
|
|
26,420
|
|
|
7,875
|
|
||||
Net income (loss) per share available to common shareholders, basic
|
|
$
|
0.14
|
|
|
$
|
0.57
|
|
|
$
|
0.38
|
|
|
$
|
0.11
|
|
Net income (loss) per share available to common shareholders, diluted
|
|
$
|
0.14
|
|
|
$
|
0.57
|
|
|
$
|
0.38
|
|
|
$
|
0.11
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Pebblebrook Hotel Trust
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule III--Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2018
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
Initial Costs
|
|
|
|
Gross Amount at End of Year
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Description
|
|
|
Encumbrances
|
|
Land
|
|
Building and Improvements
|
|
Furniture, Fixtures and Equipment
|
|
Cost Capitalized Subsequent to Acquisition
(1)
|
|
Land
|
|
Building and Improvements
|
|
Furniture, Fixtures and Equipment
|
|
Total
|
|
Accumulated Depreciation
|
|
Net Book Value
|
|
Year of Original Construction
|
|
Date of Acquisition
|
|
Depreciation Life
|
|||||||||||||||||||||||
Sir Francis Drake
|
|
|
$
|
—
|
|
|
$
|
22,500
|
|
|
$
|
60,547
|
|
|
$
|
6,953
|
|
|
$
|
30,033
|
|
|
$
|
22,500
|
|
|
$
|
78,764
|
|
|
$
|
18,769
|
|
|
$
|
120,033
|
|
|
$
|
31,700
|
|
|
$
|
88,333
|
|
|
1928
|
|
6/22/2010
|
|
3-40 years
|
|
InterContinental Buckhead Atlanta
|
|
|
—
|
|
|
25,000
|
|
|
68,844
|
|
|
11,000
|
|
|
14,293
|
|
|
25,000
|
|
|
74,912
|
|
|
19,225
|
|
|
119,137
|
|
|
33,719
|
|
|
85,418
|
|
|
2004
|
|
7/1/2010
|
|
3-40 years
|
||||||||||||
Hotel Monaco Washington DC
|
|
|
—
|
|
|
—
|
|
|
60,630
|
|
|
2,441
|
|
|
22,559
|
|
|
—
|
|
|
75,530
|
|
|
10,100
|
|
|
85,630
|
|
|
22,373
|
|
|
63,257
|
|
|
1839
|
|
9/9/2010
|
|
3-40 years
|
||||||||||||
Skamania Lodge
|
|
|
—
|
|
|
7,130
|
|
|
44,987
|
|
|
3,523
|
|
|
18,331
|
|
|
7,130
|
|
|
55,257
|
|
|
11,584
|
|
|
73,971
|
|
|
18,217
|
|
|
55,754
|
|
|
1993
|
|
11/3/2010
|
|
3-40 years
|
||||||||||||
Le Meridien Delfina Santa Monica
|
|
|
—
|
|
|
18,784
|
|
|
81,580
|
|
|
2,295
|
|
|
16,787
|
|
|
18,784
|
|
|
91,001
|
|
|
9,661
|
|
|
119,446
|
|
|
27,734
|
|
|
91,712
|
|
|
1972
|
|
11/19/2010
|
|
3-40 years
|
||||||||||||
Sofitel Philadelphia at Rittenhouse Square
|
|
|
—
|
|
|
18,000
|
|
|
64,256
|
|
|
4,639
|
|
|
14,199
|
|
|
18,000
|
|
|
71,220
|
|
|
11,874
|
|
|
101,094
|
|
|
22,684
|
|
|
78,410
|
|
|
2000
|
|
12/3/2010
|
|
3-40 years
|
||||||||||||
Argonaut Hotel
|
|
|
—
|
|
|
—
|
|
|
79,492
|
|
|
4,247
|
|
|
8,121
|
|
|
—
|
|
|
83,608
|
|
|
8,252
|
|
|
91,860
|
|
|
24,139
|
|
|
67,721
|
|
|
1907
|
|
2/16/2011
|
|
3-40 years
|
||||||||||||
The Westin San Diego Gaslamp Quarter
|
(2
|
)
|
|
68,207
|
|
|
25,537
|
|
|
86,089
|
|
|
6,850
|
|
|
21,875
|
|
|
25,537
|
|
|
104,392
|
|
|
10,422
|
|
|
140,351
|
|
|
30,272
|
|
|
110,079
|
|
|
1987
|
|
4/6/2011
|
|
1-40 years
|
|||||||||||
Hotel Monaco Seattle
|
|
|
—
|
|
|
10,105
|
|
|
38,888
|
|
|
2,073
|
|
|
11,774
|
|
|
10,105
|
|
|
45,282
|
|
|
7,453
|
|
|
62,840
|
|
|
15,192
|
|
|
47,648
|
|
|
1969
|
|
4/7/2011
|
|
3-40 years
|
||||||||||||
Mondrian Los Angeles
|
|
|
—
|
|
|
20,306
|
|
|
110,283
|
|
|
6,091
|
|
|
24,942
|
|
|
20,306
|
|
|
118,802
|
|
|
22,514
|
|
|
161,622
|
|
|
33,691
|
|
|
127,931
|
|
|
1959
|
|
5/3/2011
|
|
3-40 years
|
||||||||||||
W Boston
|
|
|
—
|
|
|
19,453
|
|
|
63,893
|
|
|
5,887
|
|
|
16,896
|
|
|
19,453
|
|
|
71,465
|
|
|
15,211
|
|
|
106,129
|
|
|
22,167
|
|
|
83,962
|
|
|
2009
|
|
6/8/2011
|
|
2-40 years
|
||||||||||||
Hotel Zetta San Francisco
|
|
|
—
|
|
|
7,294
|
|
|
22,166
|
|
|
290
|
|
|
16,532
|
|
|
7,294
|
|
|
34,632
|
|
|
4,356
|
|
|
46,282
|
|
|
9,847
|
|
|
36,435
|
|
|
1913
|
|
4/4/2012
|
|
3-40 years
|
||||||||||||
Hotel Vintage Seattle
|
|
|
—
|
|
|
8,170
|
|
|
23,557
|
|
|
706
|
|
|
8,421
|
|
|
8,170
|
|
|
29,351
|
|
|
3,333
|
|
|
40,854
|
|
|
7,547
|
|
|
33,307
|
|
|
1922
|
|
7/9/2012
|
|
3-40 years
|
||||||||||||
Hotel Vintage Portland
|
|
|
—
|
|
|
6,222
|
|
|
23,012
|
|
|
1,093
|
|
|
15,858
|
|
|
6,222
|
|
|
34,667
|
|
|
5,296
|
|
|
46,185
|
|
|
9,104
|
|
|
37,081
|
|
|
1894
|
|
7/9/2012
|
|
3-40 years
|
||||||||||||
W Los Angeles - West Beverly Hills
|
|
|
—
|
|
|
24,403
|
|
|
93,203
|
|
|
3,600
|
|
|
22,833
|
|
|
24,403
|
|
|
111,797
|
|
|
7,839
|
|
|
144,039
|
|
|
24,384
|
|
|
119,655
|
|
|
1969
|
|
8/23/2012
|
|
3-40 years
|
||||||||||||
Hotel Zelos San Francisco
|
|
|
—
|
|
|
—
|
|
|
63,430
|
|
|
3,780
|
|
|
14,474
|
|
|
—
|
|
|
71,885
|
|
|
9,799
|
|
|
81,684
|
|
|
17,228
|
|
|
64,456
|
|
|
1907
|
|
10/25/2012
|
|
3-40 years
|
||||||||||||
Embassy Suites San Diego Bay - Downtown
|
|
|
—
|
|
|
20,103
|
|
|
90,162
|
|
|
6,881
|
|
|
17,247
|
|
|
20,103
|
|
|
104,162
|
|
|
10,128
|
|
|
134,393
|
|
|
24,837
|
|
|
109,556
|
|
|
1988
|
|
1/29/2013
|
|
3-40 years
|
||||||||||||
Hotel Modera
|
|
|
—
|
|
|
8,215
|
|
|
37,874
|
|
|
1,500
|
|
|
7,515
|
|
|
8,215
|
|
|
42,409
|
|
|
4,480
|
|
|
55,104
|
|
|
8,398
|
|
|
46,706
|
|
|
1962
|
|
8/28/2013
|
|
3-40 years
|
||||||||||||
Hotel Zephyr Fisherman's Wharf
|
|
|
—
|
|
|
—
|
|
|
116,445
|
|
|
3,550
|
|
|
38,367
|
|
|
—
|
|
|
151,485
|
|
|
6,877
|
|
|
158,362
|
|
|
25,643
|
|
|
132,719
|
|
|
1964
|
|
12/9/2013
|
|
3-40 years
|
||||||||||||
Hotel Zeppelin San Francisco
|
|
|
—
|
|
|
12,561
|
|
|
43,665
|
|
|
1,094
|
|
|
35,764
|
|
|
12,561
|
|
|
74,548
|
|
|
5,975
|
|
|
93,084
|
|
|
13,483
|
|
|
79,601
|
|
|
1913
|
|
5/22/2014
|
|
1-45 years
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Pebblebrook Hotel Trust
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule III--Real Estate and Accumulated Depreciation - Continued
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2018
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
The Nines, a Luxury Collection Hotel, Portland
|
|
|
—
|
|
|
18,493
|
|
|
92,339
|
|
|
8,757
|
|
|
10,502
|
|
|
18,493
|
|
|
98,082
|
|
|
13,516
|
|
|
130,091
|
|
|
18,612
|
|
|
111,479
|
|
|
1909
|
|
7/17/2014
|
|
3-40 years
|
||||||||||||
Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel
|
|
|
—
|
|
|
12,108
|
|
|
46,317
|
|
|
1,271
|
|
|
19,205
|
|
|
12,108
|
|
|
58,657
|
|
|
8,136
|
|
|
78,901
|
|
|
11,187
|
|
|
67,714
|
|
|
1989
|
|
11/12/2014
|
|
2-40 years
|
||||||||||||
Hotel Palomar Los Angeles Beverly Hills
|
|
|
—
|
|
|
—
|
|
|
90,675
|
|
|
1,500
|
|
|
13,425
|
|
|
—
|
|
|
99,398
|
|
|
6,202
|
|
|
105,600
|
|
|
13,013
|
|
|
92,587
|
|
|
1972
|
|
11/20/2014
|
|
3-40 years
|
||||||||||||
Union Station Hotel Nashville, Autograph Collection
|
|
|
—
|
|
|
—
|
|
|
37,803
|
|
|
6,833
|
|
|
21,376
|
|
|
—
|
|
|
54,536
|
|
|
11,476
|
|
|
66,012
|
|
|
12,746
|
|
|
53,266
|
|
|
1900
|
|
12/10/2014
|
|
3-40 years
|
||||||||||||
Revere Hotel Boston Common
|
|
|
—
|
|
|
41,857
|
|
|
207,817
|
|
|
10,596
|
|
|
(45,079
|
)
|
|
17,367
|
|
|
179,969
|
|
|
17,855
|
|
|
215,191
|
|
|
27,010
|
|
|
188,181
|
|
|
1972
|
|
12/18/2014
|
|
3-40 years
|
||||||||||||
LaPlaya Beach Resort and Club
|
|
|
—
|
|
|
112,575
|
|
|
82,117
|
|
|
6,733
|
|
|
26,354
|
|
|
112,575
|
|
|
103,146
|
|
|
12,058
|
|
|
227,779
|
|
|
15,529
|
|
|
212,250
|
|
|
1968
|
|
5/21/2015
|
|
3-40 years
|
||||||||||||
Hotel Zoe Fisherman's Wharf
|
|
|
—
|
|
|
29,125
|
|
|
90,323
|
|
|
2,500
|
|
|
18,955
|
|
|
29,125
|
|
|
104,740
|
|
|
7,038
|
|
|
140,903
|
|
|
13,741
|
|
|
127,162
|
|
|
1990
|
|
6/11/2015
|
|
2-40 years
|
||||||||||||
Villa Florence San Francisco on Union Square
|
|
|
—
|
|
|
26,950
|
|
|
101,061
|
|
|
6,737
|
|
|
34
|
|
|
26,950
|
|
|
101,061
|
|
|
6,771
|
|
|
134,782
|
|
|
291
|
|
|
134,491
|
|
|
1908
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hotel Vitale
|
|
|
—
|
|
|
—
|
|
|
122,886
|
|
|
6,142
|
|
|
99
|
|
|
—
|
|
|
122,886
|
|
|
6,241
|
|
|
129,127
|
|
|
329
|
|
|
128,798
|
|
|
2005
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Marker San Francisco
|
|
|
—
|
|
|
22,697
|
|
|
85,115
|
|
|
5,674
|
|
|
145
|
|
|
22,697
|
|
|
85,115
|
|
|
5,819
|
|
|
113,631
|
|
|
245
|
|
|
113,386
|
|
|
1910/1995
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hotel Spero
|
|
|
—
|
|
|
21,371
|
|
|
80,140
|
|
|
5,343
|
|
|
141
|
|
|
21,371
|
|
|
80,140
|
|
|
5,484
|
|
|
106,995
|
|
|
231
|
|
|
106,764
|
|
|
1928/1999
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Chaminade Resort & Spa
|
|
|
—
|
|
|
13,088
|
|
|
49,081
|
|
|
3,544
|
|
|
330
|
|
|
13,088
|
|
|
49,081
|
|
|
3,874
|
|
|
66,043
|
|
|
141
|
|
|
65,902
|
|
|
1985
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Harbor Court Hotel San Francisco
|
|
|
—
|
|
|
—
|
|
|
33,324
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
33,324
|
|
|
121
|
|
|
33,445
|
|
|
69
|
|
|
33,376
|
|
|
1926/1991
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Viceroy Santa Monica Hotel
|
|
|
—
|
|
|
—
|
|
|
98,905
|
|
|
4,820
|
|
|
162
|
|
|
—
|
|
|
98,905
|
|
|
4,982
|
|
|
103,887
|
|
|
263
|
|
|
103,624
|
|
|
1967/2002
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Le Parc Suite Hotel
|
|
|
—
|
|
|
17,177
|
|
|
64,415
|
|
|
4,294
|
|
|
118
|
|
|
17,177
|
|
|
64,415
|
|
|
4,412
|
|
|
86,004
|
|
|
185
|
|
|
85,819
|
|
|
1970
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hotel Amarano Burbank
|
|
|
—
|
|
|
14,292
|
|
|
53,597
|
|
|
3,573
|
|
|
47
|
|
|
14,292
|
|
|
53,597
|
|
|
3,620
|
|
|
71,509
|
|
|
154
|
|
|
71,355
|
|
|
2002
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Montrose West Hollywood
|
|
|
—
|
|
|
16,414
|
|
|
61,553
|
|
|
4,104
|
|
|
170
|
|
|
16,414
|
|
|
61,553
|
|
|
4,274
|
|
|
82,241
|
|
|
177
|
|
|
82,064
|
|
|
1976
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Chamberlain West Hollywood Hotel
|
|
|
—
|
|
|
12,720
|
|
|
47,701
|
|
|
3,180
|
|
|
687
|
|
|
12,720
|
|
|
47,701
|
|
|
3,867
|
|
|
64,288
|
|
|
137
|
|
|
64,151
|
|
|
1970/2005
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Grafton on Sunset
|
|
|
—
|
|
|
10,200
|
|
|
38,250
|
|
|
2,550
|
|
|
169
|
|
|
10,200
|
|
|
38,250
|
|
|
2,719
|
|
|
51,169
|
|
|
110
|
|
|
51,059
|
|
|
1954
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Westin Copley Place, Boston
|
|
|
—
|
|
|
—
|
|
|
310,947
|
|
|
22,888
|
|
|
362
|
|
|
—
|
|
|
310,952
|
|
|
23,245
|
|
|
334,197
|
|
|
920
|
|
|
333,277
|
|
|
1983
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Liberty, A Luxury Collection Hotel, Boston
|
|
|
—
|
|
|
—
|
|
|
215,744
|
|
|
13,000
|
|
|
327
|
|
|
—
|
|
|
215,744
|
|
|
13,327
|
|
|
229,071
|
|
|
604
|
|
|
228,467
|
|
|
1851/2007
|
|
11/30/2018
|
|
3-40 years
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule III--Real Estate and Accumulated Depreciation - Continued
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2018
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Hyatt Regency Boston Harbor
|
|
|
—
|
|
|
—
|
|
|
125,444
|
|
|
6,309
|
|
|
60
|
|
|
—
|
|
|
125,444
|
|
|
6,369
|
|
|
131,813
|
|
|
336
|
|
|
131,477
|
|
|
1993
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Onyx Hotel
|
|
|
—
|
|
|
15,000
|
|
|
42,600
|
|
|
2,400
|
|
|
259
|
|
|
15,000
|
|
|
42,600
|
|
|
2,659
|
|
|
60,259
|
|
|
117
|
|
|
60,142
|
|
|
2004
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hotel Palomar Washington DC
|
|
|
—
|
|
|
28,290
|
|
|
106,088
|
|
|
7,073
|
|
|
125
|
|
|
28,290
|
|
|
106,088
|
|
|
7,198
|
|
|
141,576
|
|
|
305
|
|
|
141,271
|
|
|
1962
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Sofitel Washington DC Lafayette Square
|
|
|
—
|
|
|
26,154
|
|
|
98,077
|
|
|
6,538
|
|
|
10
|
|
|
26,154
|
|
|
98,077
|
|
|
6,548
|
|
|
130,779
|
|
|
282
|
|
|
130,497
|
|
|
2002
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Liaison Capitol Hill
|
|
|
—
|
|
|
22,200
|
|
|
83,250
|
|
|
5,550
|
|
|
129
|
|
|
22,200
|
|
|
83,313
|
|
|
5,616
|
|
|
111,129
|
|
|
240
|
|
|
110,889
|
|
|
1968
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
George Hotel
|
|
|
—
|
|
|
17,078
|
|
|
64,043
|
|
|
4,270
|
|
|
26
|
|
|
17,078
|
|
|
64,043
|
|
|
4,296
|
|
|
85,417
|
|
|
184
|
|
|
85,233
|
|
|
1928
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Mason & Rook Hotel
|
|
|
—
|
|
|
16,490
|
|
|
61,839
|
|
|
4,123
|
|
|
172
|
|
|
16,490
|
|
|
61,839
|
|
|
4,295
|
|
|
82,624
|
|
|
178
|
|
|
82,446
|
|
|
1962
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Donovan Hotel
|
|
|
—
|
|
|
16,301
|
|
|
61,127
|
|
|
4,075
|
|
|
431
|
|
|
16,301
|
|
|
61,127
|
|
|
4,506
|
|
|
81,934
|
|
|
176
|
|
|
81,758
|
|
|
1972
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Rouge Hotel
|
|
|
—
|
|
|
8,600
|
|
|
32,250
|
|
|
2,150
|
|
|
146
|
|
|
8,600
|
|
|
32,250
|
|
|
2,296
|
|
|
43,146
|
|
|
93
|
|
|
43,053
|
|
|
1963
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Topaz Hotel
|
|
|
—
|
|
|
6,200
|
|
|
23,250
|
|
|
1,550
|
|
|
128
|
|
|
6,200
|
|
|
23,250
|
|
|
1,678
|
|
|
31,128
|
|
|
67
|
|
|
31,061
|
|
|
1963
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hotel Madera
|
|
|
—
|
|
|
5,200
|
|
|
19,500
|
|
|
1,300
|
|
|
426
|
|
|
5,200
|
|
|
19,500
|
|
|
1,726
|
|
|
26,426
|
|
|
56
|
|
|
26,370
|
|
|
1963
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Paradise Point Resort & Spa
|
|
|
—
|
|
|
—
|
|
|
204,133
|
|
|
13,254
|
|
|
1,147
|
|
|
—
|
|
|
204,133
|
|
|
14,401
|
|
|
218,534
|
|
|
583
|
|
|
217,951
|
|
|
1962
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hilton San Diego Gaslamp Quarter
|
|
|
—
|
|
|
35,976
|
|
|
136,708
|
|
|
7,195
|
|
|
323
|
|
|
35,976
|
|
|
136,708
|
|
|
7,518
|
|
|
180,202
|
|
|
370
|
|
|
179,832
|
|
|
2000
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Solamar Hotel
|
|
|
—
|
|
|
—
|
|
|
74,730
|
|
|
4,801
|
|
|
21
|
|
|
—
|
|
|
74,730
|
|
|
4,822
|
|
|
79,552
|
|
|
213
|
|
|
79,339
|
|
|
2005
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
L'Auberge Del Mar
|
|
|
—
|
|
|
32,749
|
|
|
93,006
|
|
|
5,240
|
|
|
237
|
|
|
32,749
|
|
|
93,006
|
|
|
5,477
|
|
|
131,232
|
|
|
256
|
|
|
130,976
|
|
|
1989
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hilton San Diego Resort & Spa
|
|
|
—
|
|
|
—
|
|
|
105,050
|
|
|
4,380
|
|
|
2,782
|
|
|
—
|
|
|
105,050
|
|
|
7,162
|
|
|
112,212
|
|
|
271
|
|
|
111,941
|
|
|
1962
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Heathman Hotel
|
|
|
—
|
|
|
12,000
|
|
|
44,999
|
|
|
3,000
|
|
|
138
|
|
|
12,000
|
|
|
44,999
|
|
|
3,138
|
|
|
60,137
|
|
|
129
|
|
|
60,008
|
|
|
1927
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Southernmost Beach Resort
|
|
|
—
|
|
|
116,477
|
|
|
214,885
|
|
|
9,978
|
|
|
388
|
|
|
116,477
|
|
|
214,917
|
|
|
10,334
|
|
|
341,728
|
|
|
549
|
|
|
341,179
|
|
|
1958-2008
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Marker Key West
|
|
|
—
|
|
|
33,198
|
|
|
58,808
|
|
|
2,846
|
|
|
95
|
|
|
33,198
|
|
|
58,808
|
|
|
2,941
|
|
|
94,947
|
|
|
156
|
|
|
94,791
|
|
|
2014
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Roger New York
|
|
|
—
|
|
|
—
|
|
|
46,489
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
46,489
|
|
|
54
|
|
|
46,543
|
|
|
97
|
|
|
46,446
|
|
|
1930/1998
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
Hotel Chicago Downtown, Autograph Collection
|
|
|
—
|
|
|
32,240
|
|
|
120,900
|
|
|
8,060
|
|
|
101
|
|
|
32,240
|
|
|
120,900
|
|
|
8,161
|
|
|
161,301
|
|
|
348
|
|
|
160,953
|
|
|
1998
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
The Westin Michigan Avenue Chicago
|
|
|
—
|
|
|
34,349
|
|
|
128,807
|
|
|
8,587
|
|
|
295
|
|
|
34,348
|
|
|
128,807
|
|
|
8,883
|
|
|
172,038
|
|
|
371
|
|
|
171,667
|
|
|
1963/1972
|
|
11/30/2018
|
|
3-40 years
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
$
|
68,207
|
|
|
$
|
1,081,352
|
|
|
$
|
5,229,096
|
|
|
$
|
315,211
|
|
|
$
|
451,964
|
|
|
$
|
1,056,861
|
|
|
$
|
5,532,499
|
|
|
$
|
488,263
|
|
|
$
|
7,077,623
|
|
|
$
|
543,430
|
|
|
$
|
6,534,193
|
|
|
|
|
|
|
|
Pebblebrook Hotel Trust
|
|||
Schedule III--Real Estate and Accumulated Depreciation - Continued
|
|||
As of December 31, 2018
|
|||
(In thousands)
|
|||
|
|
||
Reconciliation of Real Estate and Accumulated Depreciation:
|
|
||
Reconciliation of Real Estate:
|
|
||
Balance at December 31, 2015
|
$
|
2,956,761
|
|
Acquisitions
|
319,800
|
|
|
Capital expenditures
|
105,074
|
|
|
Disposal of Assets
|
(350,496
|
)
|
|
Balance at December 31, 2016
|
$
|
3,031,139
|
|
Acquisitions
|
—
|
|
|
Capital expenditures
|
80,737
|
|
|
Disposal of Assets
|
(207,804
|
)
|
|
Balance at December 31, 2017
|
$
|
2,904,072
|
|
Acquisitions
|
4,120,641
|
|
|
Capital expenditures
|
95,348
|
|
|
Disposal of Assets
|
(42,438
|
)
|
|
Balance at December 31, 2018
|
$
|
7,077,623
|
|
|
|
||
|
|
||
Reconciliation of Accumulated Depreciation:
|
|
||
Balance at December 31, 2015
|
$
|
283,177
|
|
Depreciation
|
101,060
|
|
|
Disposal of Assets
|
(25,752
|
)
|
|
Balance at December 31, 2016
|
$
|
358,485
|
|
Depreciation
|
101,157
|
|
|
Disposal of Assets
|
(12,020
|
)
|
|
Balance at December 31, 2017
|
$
|
447,622
|
|
Depreciation
|
107,496
|
|
|
Disposal of Assets
|
(11,688
|
)
|
|
Balance at December 31, 2018
|
$
|
543,430
|
|
1 Year Pebblebrook Hotel Trust 6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest Chart |
1 Month Pebblebrook Hotel Trust 6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest Chart |
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