RLJ Lodging Trust - FORM 10-Q - November 4, 2014

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q 
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2014

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                   to                  
 
Commission File Number 001-35169
  
 

RLJ LODGING TRUST
(Exact Name of Registrant as Specified in Its Charter)

 
Maryland
 
27-4706509
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
3 Bethesda Metro Center, Suite 1000
 
 
Bethesda, Maryland
 
20814
(Address of Principal Executive Offices)
 
(Zip Code)
 
(301) 280-7777
(Registrant’s Telephone Number, Including Area Code)
  
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes  o No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ý Yes  o No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
 
Accelerated filer
 
o
 
 
 
 
 
 
 
Non-accelerated filer
 
o (do not check if a smaller reporting company)
 
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  ý No 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 
As of October 30, 2014, 132,024,296 common shares of beneficial interest of the Registrant, $0.01 par value per share, were outstanding.
 



TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
Consolidated Financial Statements (unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


ii

PART I. FINANCIAL INFORMATION

 
Item 1.         Financial Statements.
RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
 
 
September 30,
2014
 
December 31, 2013
 
(unaudited)
 
 
Assets
 

 
 

Investment in hotels and other properties, net
$
3,704,801

 
$
3,241,163

Cash and cash equivalents
274,440

 
332,248

Restricted cash reserves
59,484

 
62,430

Hotel and other receivables, net of allowance of $233 and $234, respectively
37,574

 
22,762

Deferred financing costs, net
9,866

 
11,599

Deferred income tax asset
2,941

 
2,529

Purchase deposits
1,000

 
7,246

Prepaid expense and other assets
43,882

 
37,997

Total assets
$
4,133,988

 
$
3,717,974

Liabilities and Equity
 

 
 

Mortgage loans
$
533,335

 
$
559,665

Term loans
1,025,000

 
850,000

Accounts payable and accrued expense
125,752

 
115,011

Deferred income tax liability
3,325

 
3,548

Advance deposits and deferred revenue
13,074

 
9,851

Accrued interest
2,711

 
2,695

Distributions payable
41,834

 
30,870

Total liabilities
1,745,031

 
1,571,640

 
 
 
 
Commitments and Contingencies (Note 10)


 


 
 
 
 
Equity
 
 
 

Shareholders’ equity:
 
 
 

Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized; zero shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
—

 
—

Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 132,024,296 and 122,640,042 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
1,319

 
1,226

Additional paid-in-capital
2,417,759

 
2,178,004

Accumulated other comprehensive loss
(7,287
)
 
(5,941
)
Distributions in excess of net earnings
(40,369
)
 
(45,522
)
Total shareholders’ equity
2,371,422

 
2,127,767

Noncontrolling interest
 

 
 

Noncontrolling interest in joint venture
6,226

 
7,306

Noncontrolling interest in Operating Partnership
11,309

 
11,261

Total noncontrolling interest
17,535

 
18,567

Total equity
2,388,957

 
2,146,334

Total liabilities and equity
$
4,133,988

 
$
3,717,974

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

1

RLJ Lodging Trust
Consolidated Statements of Operations and Comprehensive Income
(Amounts in thousands, except share and per share data)
(unaudited)
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
Revenue
 

 
 

 
 

 
 

Operating revenue
 

 
 

 
 

 
 

Room revenue
$
261,895

 
$
221,318

 
$
727,367

 
$
635,157

Food and beverage revenue
27,076

 
22,907

 
77,924

 
71,206

Other operating department revenue
8,695

 
7,891

 
23,795

 
21,446

Total revenue
297,666

 
252,116

 
829,086

 
727,809

Expense
 

 
 

 
 

 
 

Operating expense
 

 
 

 
 

 
 

Room expense
57,012

 
49,388

 
158,669

 
139,550

Food and beverage expense
19,397

 
16,629

 
55,016

 
50,406

Management fee expense
11,569

 
8,773

 
32,639

 
25,524

Other operating expense
83,273

 
74,482

 
234,281

 
213,919

Total property operating expense
171,251

 
149,272

 
480,605

 
429,399

Depreciation and amortization
37,243

 
31,551

 
105,541

 
94,748

Impairment loss
9,200

 
—

 
9,200

 
—

Property tax, insurance and other
17,874

 
16,628

 
53,064

 
47,873

General and administrative
11,029

 
8,961

 
31,293

 
26,839

Transaction and pursuit costs
480

 
478

 
4,375

 
2,822

Total operating expense
247,077

 
206,890

 
684,078

 
601,681

Operating income
50,589

 
45,226

 
145,008

 
126,128

Other income
48

 
164

 
563

 
334

Interest income
337

 
241

 
1,622

 
777

Interest expense
(13,858
)
 
(16,511
)
 
(42,646
)
 
(50,170
)
Gain on foreclosure
—

 
4,831

 
—

 
4,831

Income from continuing operations before income tax expense
37,116

 
33,951

 
104,547

 
81,900

Income tax expense
(374
)
 
(181
)
 
(1,162
)
 
(752
)
Income from continuing operations
36,742

 
33,770

 
103,385

 
81,148

Income from discontinued operations
—

 
3,158

 
—

 
5,349

Gain (loss) on disposal of hotel properties
322

 
—

 
(975
)
 
—

Net income
37,064

 
36,928

 
102,410

 
86,497

Net income attributable to non-controlling interests
 

 
 

 
 

 
 

Noncontrolling interest in consolidated joint venture
(57
)
 
(166
)
 
(102
)
 
(321
)
Noncontrolling interest in common units of Operating Partnership
(247
)
 
(293
)
 
(712
)
 
(700
)
Net income attributable to common shareholders
$
36,760

 
$
36,469

 
$
101,596

 
$
85,476

 
 
 
 
 
 
 
 
Basic per common share data
 

 
 

 
 

 
 

Income from continuing operations attributable to common shareholders, including loss on disposal of hotel properties
$
0.28

 
$
0.27

 
$
0.80

 
$
0.68

Discontinued operations
—

 
0.03

 
—

 
0.05

Net income per share attributable to common shareholders
$
0.28

 
$
0.30

 
$
0.80

 
$
0.73

Weighted-average number of common shares
131,106,440


121,594,219


126,070,309


116,697,417

 
 
 
 
 
 
 
 

2

Diluted per common share data
 

 
 

 
 

 
 

Income from continuing operations attributable to common shareholders, including loss on disposal of hotel properties
$
0.28

 
$
0.27

 
$
0.79

 
$
0.67

Discontinued operations
—

 
0.03

 
—

 
0.05

Net income per share attributable to common shareholders
$
0.28

 
$
0.30

 
$
0.79

 
$
0.72

Weighted-average number of common shares
132,386,843


122,750,121


127,297,901


117,797,670

 
 
 
 
 
 
 
 
Amounts attributable to the Company’s common shareholders
 

 
 

 
 

 
 

Income from continuing operations
$
36,440

 
$
33,334

 
$
102,564

 
$
80,166

Income from discontinued operations
—

 
3,135

 
—

 
5,310

Gain (loss) on disposal of hotel properties
320

 
—

 
(968
)
 
—

Net income attributable to common shareholders
$
36,760

 
$
36,469

 
$
101,596

 
$
85,476

 
 
 
 
 
 
 
 
Comprehensive income
 

 
 

 
 

 
 

Net income
$
37,064

 
$
36,928

 
$
102,410

 
$
86,497

Unrealized gain (loss) on interest rate derivatives
5,567

 
(3,155
)
 
(1,346
)
 
(11,429
)
Comprehensive income
42,631

 
33,773

 
101,064

 
75,068

Comprehensive income attributable to consolidated joint venture
(57
)
 
(166
)
 
(102
)
 
(321
)
Comprehensive income attributable to common units of Operating Partnership
(247
)
 
(293
)
 
(712
)
 
(700
)
Comprehensive income attributable to the Company
$
42,327

 
$
33,314

 
$
100,250

 
$
74,047

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

3

RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
(unaudited)
 
 
Shareholders’ Equity
 
 
 
Noncontrolling Interests
 
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Par Value
 
Additional Paid-in Capital
 
Distributions In Excess Of
Net Earnings
 
Accumulated Other Comprehensive
Loss
 
Operating
Partnership
 
Consolidated
Joint Venture
 
Total Non-controlling
Interest
 
Total Equity
Balance at December 31, 2013
122,640,042

 
$
1,226

 
$
2,178,004

 
$
(45,522
)
 
$
(5,941
)
 
$
11,261

 
$
7,306

 
$
18,567

 
$
2,146,334

Net income
—

 
—

 
—

 
101,596

 
—

 
712

 
102

 
814

 
102,410

Proceeds from sale of common stock, net
9,200,000

 
92

 
232,664

 
—

 
—

 
—

 
—

 
—

 
232,756

Unrealized loss on interest rate derivative
—

 
—

 
—

 
—

 
(1,346
)
 
—

 
—

 
—

 
(1,346
)
Distributions to joint venture partner
—

 
—

 
—

 
—

 
—

 
—

 
(1,182
)
 
(1,182
)
 
(1,182
)
Issuance of restricted stock
343,887

 
3

 
(3
)
 
—

 
—

 
—

 
—

 
—

 
—

Amortization of share based compensation
—

 
—

 
11,244

 
—

 
—

 
—

 
—

 
—

 
11,244

Share grants to trustees
3,360

 
—

 
94

 
—

 
—

 
—

 
—

 
—

 
94

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock
(154,277
)
 
(2
)
 
(4,244
)
 
—

 
—

 
—

 
—

 
—

 
(4,246
)
Forfeiture of restricted stock
(8,716
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Distributions on common shares and units
—

 
—

 
—

 
(96,443
)
 
—

 
(664
)
 
—

 
(664
)
 
(97,107
)
Balance at September 30, 2014
132,024,296

 
$
1,319

 
$
2,417,759

 
$
(40,369
)
 
$
(7,287
)
 
$
11,309

 
$
6,226

 
$
17,535

 
$
2,388,957

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




4

 
Shareholders’ Equity
 
 
 
Noncontrolling Interests
 
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Par Value
 
Additional Paid-in Capital
 
Distributions In Excess Of
Net Earnings
 
Accumulated Other Comprehensive Income
 
Operating
Partnership
 
Consolidated
Joint Venture
 
Total Non-controlling
Interests
 
Total Equity
Balance at December 31, 2012
106,565,516

 
$
1,066

 
$
1,841,449

 
$
(52,681
)
 
$
—

 
$
11,311

 
$
6,766

 
$
18,077

 
$
1,807,911

Net income
—

 
—

 
—

 
85,476

 
—

 
700

 
321

 
1,021

 
86,497

Unrealized income on interest rate derivative
—

 
—

 
—

 
—

 
(11,429
)
 
—

 
—

 
—

 
(11,429
)
Proceeds from sale of common stock, net
15,870,000

 
159

 
327,386

 
—

 
—

 
—

 
—

 
—

 
327,545

Issuance of restricted stock
377,830

 
3

 
(3
)
 
—

 
—

 
—

 
—

 
—

 
—

Amortization of share based compensation
—

 
—

 
9,691

 
—

 
—

 
—

 
—

 
—

 
9,691

Share grants to trustees
4,202

 
—

 
96

 
—

 
—

 
—

 
—

 
—

 
96

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock
(125,698
)
 
(1
)
 
(2,870
)
 
—

 
—

 
—

 
—

 
—

 
(2,871
)
Forfeiture of restricted stock
(4,217
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Distributions on common shares and units
—

 
—

 
—

 
(76,086
)
 
—

 
(550
)
 
—

 
(550
)
 
(76,636
)
Balance at September 30, 2013
122,687,633

 
$
1,227

 
$
2,175,749

 
$
(43,291
)
 
$
(11,429
)
 
$
11,461

 
$
7,087

 
$
18,548

 
$
2,140,804


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

5

RLJ Lodging Trust
Consolidated Statements of Cash Flows
(Amounts in thousands)
(unaudited)
 
For the nine months ended September 30,
 
2014
 
2013
Cash flows from operating activities
 

 
 

Net income
$
102,410

 
$
86,497

Adjustments to reconcile net income to cash flow provided by operating activities:
 

 
 

Loss on defeasance
804

 
—

Loss on disposal of hotel properties
975

 
—

Impairment loss
9,200

 
—

Gain on extinguishment of indebtedness
—

 
(5,702
)
Gain on foreclosure
—

 
(4,831
)
Depreciation and amortization
105,541

 
94,940

Amortization of deferred financing costs
3,312

 
3,487

Amortization of deferred management fees
719

 
882

Accretion of interest income on investment in loan
(175
)
 
—

Share grants to trustees
94

 
96

Amortization of share based compensation
11,244

 
9,691

Deferred income taxes
(635
)
 
(316
)
Changes in assets and liabilities:
 

 
 

Hotel and other receivables, net
(14,005
)
 
(9,183
)
Prepaid expense and other assets
(6,912
)
 
(273
)
Accounts payable and accrued expense
8,953

 
5,978

Advance deposits and deferred revenue
2,564

 
3,721

Accrued interest
16

 
230

Net cash flow provided by operating activities
224,105

 
185,217

Cash flows from investing activities
 

 
 

Acquisition of hotel and other properties, net
(631,640
)
 
(184,165
)
Proceeds from the disposal of hotel properties, net
124,076

 
—

Purchase deposits
6,246

 
1,914

Proceeds from principal payments on investment in loan
—

 
103

Improvements and additions to hotel and other properties
(70,987
)
 
(41,717
)
Additions to property and equipment
(26
)
 
(137
)
Releases from restricted cash reserves, net
2,946

 
10,985

Net cash flow used in investing activities
(569,385
)
 
(213,017
)
Cash flows from financing activities
 

 
 

Borrowings under revolving credit facility
292,500

 
205,500

Repayments under revolving credit facility
(292,500
)
 
(221,500
)
Borrowings on term loans
175,000

 
450,000

Proceeds from mortgage loans
—

 
150,000

Payment of mortgage loans
(27,134
)
 
(575,850
)
Repurchase of common shares
(4,246
)
 
(2,871
)
Distributions on common shares
(85,532
)
 
(72,170
)
Distributions on Operating Partnership units
(611
)
 
(550
)
Payment of deferred financing costs
(1,579
)
 
(4,639
)
Distribution to noncontrolling interest
(1,182
)
 
—

Proceeds from issuance of common shares
232,756

 
327,545

Net cash flow provided by financing activities
287,472

 
255,465

Net change in cash and cash equivalents
(57,808
)
 
227,665

Cash and cash equivalents, beginning of period
332,248

 
115,861

Cash and cash equivalents, end of period
$
274,440

 
$
343,526

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

6

RLJ Lodging Trust
Notes to the Consolidated Financial Statements
(unaudited)

1.              Organization
 
RLJ Lodging Trust (the "Company") was formed as a Maryland real estate investment trust ("REIT") on January 31, 2011. The Company is a self-advised and self-administered REIT that acquires primarily premium-branded, focused-service and compact full-service hotels. The Company qualified and elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with the portion of its taxable year ended December 31, 2011.
 
Substantially all of the Company’s assets are held by, and all of its operations are conducted through, RLJ Lodging Trust, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of September 30, 2014, there were 132,918,296 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.3% of the outstanding OP units.
 
As of September 30, 2014, the Company owned 150 properties, comprised of 148 hotels with approximately 23,300 rooms and two planned hotel conversions, located in 21 states and the District of Columbia, and an interest in one mortgage loan secured by a hotel.  The Company owned, through wholly-owned subsidiaries, 100% of the interests in all properties, with the exception of the DoubleTree Metropolitan Hotel-New York City, in which the Company, through wholly-owned subsidiaries, owned a 98.1% controlling interest in a joint venture, DBT Met Hotel Venture, LP, which was formed to engage in hotel operations related to the DoubleTree Metropolitan Hotel. An independent operator manages each property.

 
2.              Summary of Significant Accounting Policies
 
Basis of Presentation and Principles of Consolidation
 
The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC.  The unaudited financial statements include adjustments based on management’s estimates (consisting of normal recurring adjustments), which the Company considers necessary for the fair statement of the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows for the periods presented. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2013, included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2014.  Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of actual operating results for the entire year.
 
The unaudited consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, including a consolidated joint venture.  All intercompany balances have been eliminated in consolidation.
 
Reclassifications
 
Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net income, shareholders’ equity or cash flows.
 
Use of Estimates
 
The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 

7

Revenue Recognition
 
The Company’s revenue comprises hotel operating revenue, such as room revenue, food and beverage revenue and revenue from other hotel operating departments (such as telephone, parking and business centers). These revenues are recorded net of any sales and occupancy taxes collected from guests. All rebates or discounts are recorded as a reduction in revenue, and there are no material contingent obligations with respect to rebates and discounts offered by the hotels. All revenues are recorded on an accrual basis as earned. Appropriate allowances are made for doubtful accounts and are recorded as bad debt expenses. The allowances are calculated as a percentage of aged accounts receivable.  Cash received prior to guest arrival is recorded as an advance from the guest and recognized as revenue at the time of occupancy.
 
Incentive payments received pursuant to entry into management agreements are deferred and amortized into income over the life of the respective agreements.  In May 2012, the Company received an incentive payment of $4.0 million related to purchasing a hotel and entering into a franchise agreement, which is being recognized over the remaining term of the franchise agreement.  As of September 30, 2014, there was approximately $3.7 million remaining to be recognized.
 
Investment in Hotels and Other Properties
 
The Company’s acquisitions generally consist of land, land improvements, buildings, building improvements, furniture, fixtures and equipment ("FF&E"), and inventory. The Company may also acquire intangibles related to in-place leases, management agreements and franchise agreements when properties are acquired.  The Company allocates the purchase price among the assets acquired and liabilities assumed based on their respective fair values. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions.
 
The Company’s investments in hotels and other properties are carried at cost and are depreciated using the straight-line method over estimated useful lives of 15 years for land improvements, 15 years for building improvements, 40 years for buildings and three to five years for FF&E. Intangibles arising from acquisitions are amortized using the straight-line method over the non-cancelable portion of the term of the agreement.  Maintenance and repairs are expensed and major renewals or improvements are capitalized. Interest used to finance real estate under development is capitalized as an additional cost of development. Upon the sale or disposal of a property, the asset and related accumulated depreciation are removed from the accounts and the related gain or loss is recognized.
 
In accordance with the guidance on impairment or disposal of long-lived assets, the Company does not consider "held for sale" classification until it is probable that the sale will be completed within one year and the other requisite criteria for such classification have been met. The Company does not depreciate properties so long as they are classified as held for sale. Upon designation as held for sale and quarterly thereafter, the Company reviews the realizability of the carrying value, less cost to sell, in accordance with the guidance. Any such adjustment in the carrying value is reflected as an impairment charge.

The Company assesses carrying value whenever events or changes in circumstances indicate that the carrying amounts may not be fully recoverable. Recoverability is measured by comparison of the carrying amount to the estimated future undiscounted cash flows which take into account current market conditions and the Company’s intent with respect to holding or disposing of properties. If the Company’s analysis indicates that the carrying value is not recoverable on an undiscounted cash flow basis, it recognizes an impairment charge for the amount by which the carrying value exceeds the fair value. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third party appraisals, where considered necessary.

The use of projected future cash flows is based on assumptions that are consistent with a market participant’s future expectations for the travel industry and economy in general and the Company’s expected use of the underlying properties.  The assumptions and estimates about future cash flows and capitalization rates are complex and subjective.  Changes in economic and operating conditions that occur subsequent to a current impairment analysis and the Company’s ultimate use of the property could impact these assumptions and result in future impairment charges with respect to the properties.
 
Noncontrolling Interest
 
The consolidated financial statements include all subsidiaries controlled by the Company. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests in these subsidiaries are presented separately in the consolidated financial statements. As of September 30, 2014 the Company consolidated DBT Met Hotel Venture, LP, a majority-owned partnership that has a third-party, noncontrolling 1.9% ownership interest. The third-party partnership interest is included in noncontrolling interest in joint venture on the consolidated balance sheet. Profits and losses are allocated in proportion to each party's respective ownership interest.

8


Franchise Agreements
 
As of September 30, 2014, 132 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from 10 to 30 years. The franchise agreements for these hotels allow the properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee, generally between 3.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs that amount to between 1.0% and 4.3% of room revenue. Certain full service hotels are also charged a royalty fee between 1.0% and 3.0% of food and beverage revenues.  Franchise fees are included in other hotel operating expenses in the consolidated financial statements.
 
Earnings Per Share
 
Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares outstanding during the period.  Diluted earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period.  Potential shares consist of unvested restricted share grants and unvested performance units, calculated using the treasury stock method.  Any anti-dilutive shares have been excluded from the diluted earnings per share calculation.
 
Share-based Compensation
 
From time to time, the Company may issue share-based awards under the 2011 Equity Incentive Plan (the "2011 Plan"), as compensation to officers, employees and non-employee trustees (see Note 12). The vesting of awards issued to officers and employees is based on either continued employment (time-based) or based on the relative total shareholder returns of the Company (performance-based) and continued employment, as determined by the board of trustees at the date of grant. The Company recognizes, for time-based awards, compensation expense for non-vested shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of grant, adjusted for forfeitures.  The Company recognizes, for performance-based awards, compensation expense over the requisite service period for each award, based on the fair market value of the shares on the date of grant, as determined using a Monte Carlo simulation, adjusted for forfeitures.

Recently Issued Accounting Pronouncements
 
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which significantly changed the requirements for reporting discontinued operations. Under the new guidance, only disposals representing a strategic shift that has (or will have) a major effect on operations and final results should be presented as discontinued operations. The guidance also provides additional disclosure requirements in connection with both discontinued operations and other dispositions not qualifying as discontinued operations. The guidance applies to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company adopted the new guidance for the quarterly period ended March 31, 2014. Prior to January 1, 2014, properties disposed of were presented in discontinued operations for all periods presented.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes or replaces nearly all GAAP revenue recognition guidance. The new guidance establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and will expand disclosures about revenue. The guidance is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those years. Early adoption is not permitted. The Company is currently evaluating whether this ASU will have a material impact on its financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for the annual period ended December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. The

9

Company is currently evaluating whether this ASU will have a material impact on its financial position, results of operations or cash flows.


3.              Acquisition of Hotel and Other Properties
 
During the nine months ended September 30, 2014, the Company acquired a 100% interest in the following properties:
Property
 
Location
 
Acquisition Date
 
Management Company
 
Rooms
 
Purchase Price (in thousands)
Hyatt House Charlotte Center City
 
Charlotte, NC
 
March 12, 2014
 
Hyatt Affiliate
 
163

 
$
32,496

Hyatt House Cypress Anaheim
 
Cypress, CA
 
March 12, 2014
 
Hyatt Affiliate
 
142

 
14,753

Hyatt House Emeryville San Francisco Bay Area
 
Emeryville, CA
 
March 12, 2014
 
Hyatt Affiliate
 
234

 
39,274

Hyatt House San Diego Sorrento Mesa
 
San Diego, CA
 
March 12, 2014
 
Hyatt Affiliate
 
193

 
35,985

Hyatt House San Jose Silicon Valley
 
San Jose, CA
 
March 12, 2014
 
Hyatt Affiliate
 
164

 
44,159

Hyatt House San Ramon
 
San Ramon, CA
 
March 12, 2014
 
Hyatt Affiliate
 
142

 
20,833

Hyatt House Santa Clara
 
Santa Clara, CA
 
March 12, 2014
 
Hyatt Affiliate
 
150

 
40,570

Hyatt Market Street The Woodlands
 
The Woodlands, TX
 
March 12, 2014
 
Hyatt Corporation
 
70

 
25,817

Hyatt Place Fremont Silicon Valley
 
Fremont, CA
 
March 12, 2014
 
Hyatt Affiliate
 
151

 
23,525

Hyatt Place Madison Downtown
 
Madison, WI
 
March 12, 2014
 
Hyatt Affiliate
 
151

 
35,088

Courtyard Portland City Center
 
Portland, OR
 
May 22, 2014
 
Sage Hospitality
 
256

 
67,000

Embassy Suites Irvine Orange County
 
Irvine, CA
 
May 22, 2014
 
Sage Hospitality
 
293

 
53,000

Hilton Cabana Miami Beach
 
Miami, FL
 
June 19, 2014
 
Highgate Hotels
 
231

 
71,700

Hyatt Atlanta Midtown
 
Atlanta, GA
 
July 14, 2014
 
Interstate Hotels and Resorts
 
194

 
49,500

DoubleTree Grand Key Resort (1)
 
Key West, FL
 
September 11, 2014
 
Interstate Hotels and Resorts
 
215

 
78,250

 
 
 
 
 
 
 
 
2,749

 
$
631,950

(1)
Purchase price includes $1.3 million paid for five condominium units.

During the nine months ended September 30, 2013, the Company acquired a 100% interest in the following properties:
Property
 
Location
 
Acquisition Date
 
Management Company
 
Rooms
 
Purchase Price (in thousands)
Courtyard Houston Downtown Convention Center
 
Houston, TX
 
March 19, 2013
 
White Lodging Services
 
191

 
$
34,308

Residence Inn Houston Downtown Convention Center
 
Houston, TX
 
March 19, 2013
 
White Lodging Services
 
171

 
29,421

Humble Tower Apartments (1)
 
Houston, TX
 
March 19, 2013
 
n/a
 
82

 
15,547

Courtyard Waikiki Beach
 
Honolulu, HI
 
June 17, 2013
 
Highgate Hotels
 
399

 
75,250

Vantaggio Suites Cosmo (2)
 
San Francisco, CA
 
June 21, 2013
 
n/a
 
150

 
29,474

Residence Inn Atlanta Midtown/Georgia Tech (3)
 
Atlanta, GA
 
August 6, 2013
 
Interstate Hotels and Resorts
 
78

 
4,731

 
 
 
 
 
 
 
 
1,071

 
$
188,731

(1)
Conversion to a SpringHill Suites is in progress.
(2)
Conversion to a Courtyard by Marriott is in progress.
(3)
The Company was the successful bidder at a foreclosure sale of the property collateralizing a non-performing loan.


10

The allocation of purchase price for the properties acquired was as follows (in thousands):
 
For the nine months ended September 30,
 
2014
 
2013
Land and land improvements
$
164,335

 
$
24,132

Buildings and improvements
409,506

 
169,070

Furniture, fixtures and equipment
57,571

 
3,151

Intangible and other assets
538

 
342

Intangible and other liabilities
—

 
(3,695
)
 
631,950

 
193,000

Bargain purchase gain
—

 
(4,269
)
Total purchase price
$
631,950


$
188,731

 
The allocation of the purchase price for the DoubleTree Grand Key Resort is preliminary due to certain market information not yet being available.

For the properties acquired during the nine months ended September 30, 2014, total revenues and net income from the date of acquisition through September 30, 2014 are included in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2014, respectively, as follows (in thousands):
 
2014 acquisitions
 
For the three months ended September 30, 2014
 
For the nine months ended September 30, 2014
Revenue
$
38,181

 
$
67,988

Net income
$
8,628

 
$
11,639


For properties acquired during the nine months ended September 30, 2013 total revenues and net income from the date of acquisition through September 30, 2013 are included in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2013, respectively, as follows (in thousands):
 
2013 acquisitions
 
For the three months ended September 30, 2013
 
For the nine months ended September 30, 2013
Revenue
$
11,179

 
$
17,741

Net income
$
2,056

 
$
1,488

 
The following unaudited condensed pro forma financial information presents the results of operations as if the 2014 acquisitions had taken place on January 1, 2013 and the 2013 acquisitions had taken place on January 1, 2012.  The unaudited condensed pro forma financial information is not necessarily indicative of what actual results of operations of the Company would have been assuming the 2014 and 2013 acquisitions had taken place on January 1, 2013 and 2012, respectively, nor does it purport to represent the results of operations for future periods.  The unaudited condensed pro forma financial information is as follows (in thousands, except share and per share data):
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
300,652

 
$
286,526

 
$
870,977

 
$
839,560

Net income attributable to common shareholders
$
37,688

 
$
43,172

 
$
111,408

 
$
109,462

Net income per share attributable to common shareholders - basic
$
0.29

 
$
0.36

 
$
0.88

 
$
0.94

Net income per share attributable to common shareholders - diluted
$
0.28

 
$
0.35

 
$
0.88

 
$
0.93

Weighted-average number of shares outstanding - basic
131,106,440


121,594,219


126,070,309


116,697,417

Weighted-average number of shares outstanding - diluted
132,386,843


122,750,121


127,297,901


117,797,670

 

11

4.            Disposal of Hotel Properties
 
During the nine months ended September 30, 2014, the Company disposed of 14 hotel properties in four separate transactions for a total sale price of approximately $128.0 million. In conjunction with these transactions, the Company recorded a $1.0 million loss on disposal, which is included in the consolidated statement of operations. Additionally, the Company completed a legal defeasance of the mortgage indebtedness secured by three of the properties that were sold. The cost of the defeasance was approximately $0.8 million, which is included in interest expense in the accompanying consolidated statement of operations.

The following table provides a list of properties that were disposed of during the nine months ended September 30, 2014:
Property Name
 
Location
 
Disposal Date
 
Rooms
Courtyard Denver Southwest Lakewood
 
Lakewood, CO
 
February 20, 2014
 
90

Residence Inn Denver Southwest Lakewood
 
Lakewood, CO
 
February 20, 2014
 
102

Hyatt House Colorado Springs
 
Colorado Springs, CO
 
February 20, 2014
 
125

SpringHill Suites Gainesville
 
Gainesville, FL
 
February 20, 2014
 
126

Residence Inn Indianapolis Airport
 
Indianapolis, IN
 
February 20, 2014
 
95

Fairfield Inn & Suites Indianapolis Airport
 
Indianapolis, IN
 
February 20, 2014
 
86

Courtyard Grand Rapids Airport
 
Kentwood, MI
 
February 20, 2014
 
84

Hampton Inn Suites Las Vegas Red Rock Summerlin
 
Las Vegas, NV
 
February 20, 2014
 
106

Courtyard Austin University Area
 
Austin, TX
 
February 20, 2014
 
198

Fairfield Inn & Suites Austin University Area
 
Austin, TX
 
February 20, 2014
 
63

Hyatt House Dallas Richardson
 
Richardson, TX
 
February 20, 2014
 
130

Hilton Garden Inn St. George
 
St. George, UT
 
February 25, 2014
 
150

Hilton Mystic
 
Mystic, CT
 
March 26, 2014
 
182

Holiday Inn Austin NW Arboretum Area
 
Austin, TX
 
June 18, 2014
 
194


 
 
 
Total
 
1,731


During 2013, the Company disposed of three properties in three separate transactions. The operating results for the nine months ended September 30, 2013 for these properties is included in discontinued operations in the accompanying consolidated statement of operations.

The following table provides a list of properties that were disposed of during 2013:
Property Name
 
Location
 
Disposal Date
 
Rooms
SpringHill Suites Southfield
 
Southfield, MI
 
May 30, 2013
 
84

Courtyard Goshen
 
Goshen, IN
 
August 28, 2013
 
91

Fairfield Inn & Suites Memphis
 
Memphis, TN
 
November 18, 2013
 
63


 
 
 
Total
 
238



12

Operating results of discontinued operations were as follows (in thousands):
 
 
For the three months ended September 30, 2013
 
For the nine months ended September 30, 2013
Operating revenue
$
678

 
$
2,800

Operating expense
(766
)
 
(2,780
)
Operating income (loss)
(88
)
 
20

Interest expense
(31
)
 
(373
)
Loss from discontinued operations before gain on extinguishment of indebtedness
(119
)
 
(353
)
Gain on extinguishment of indebtedness
3,277

 
5,702

Net income from discontinued operations
$
3,158

 
$
5,349

 
5.              Investment in Hotels and Other Properties
 
Investment in hotels and other properties as of September 30, 2014 and December 31, 2013 consisted of the following (in thousands):
 
September 30, 2014
 
December 31, 2013
Land and land improvements
$
732,935

 
$
594,402

Buildings and improvements
3,186,738

 
2,866,849

Furniture, fixtures and equipment
538,094

 
485,531

Intangible assets, net
3,045

 
2,507

 
4,460,812

 
3,949,289

Accumulated depreciation and amortization
(756,011
)
 
(708,126
)
Investment in hotels and other properties, net
$
3,704,801

 
$
3,241,163

 
For the three and nine months ended September 30, 2014, depreciation and amortization expense related to investment in hotels and other properties was approximately $37.1 million and $105.2 million, respectively. For the three and nine months ended September 30, 2013, depreciation and amortization expense related to investment in hotels and other properties, excluding discontinued operations, was approximately $31.4 million and $94.4 million, respectively.
 
Impairment
 
In connection with the preparation of the unaudited consolidated financial statements for the three and nine months ended September 30, 2014, the Company evaluated the recoverability of the carrying values of hotels given the current expectation to sell certain hotels before the end of their previously estimated useful lives. Based on an analysis of estimated undiscounted net cash flows, the Company concluded that the carrying values of three hotels were not recoverable. The Company estimated the fair value of the hotels using a widely accepted revenue multiple approach with significant unobservable inputs, including revenue growth projections and prevailing market multiples, from third party sources. During the three and nine months ended September 30, 2014, the Company recorded an impairment loss of $9.2 million related to these hotels.

The Company determined that there was no impairment of any assets for either the three and nine months ended September 30, 2013.

 
6.              Debt
 
Credit Facilities
 
The Company has in place credit agreements that provide for (i) an unsecured revolving credit facility of up to $300 million with a scheduled maturity date of November 20, 2016 with a one-year extension option if certain conditions are satisfied (the “Revolver”), (ii) an unsecured term loan of $400 million with a scheduled maturity date of March 20, 2019 (which originally was scheduled to mature in 2017) (the “2012 Five-Year Term Loan”), (iii) an unsecured term loan of $225 million with a scheduled maturity date of November 20, 2019 (the “Seven-Year Term Loan”), and (iv) an unsecured term loan

13

of $400 million with a scheduled maturity date of August 27, 2018 (the “2013 Five-Year Term Loan” and, together with the 2012 Five-Year Term Loan and the Seven-Year Term Loan, the "Term Loans").

The Revolver and Term Loans are subject to customary financial covenants.  As of September 30, 2014, the Company was in compliance with all financial covenants.
 
As of and for the three and nine months ended September 30, 2014 and 2013, details of the Revolver and Term Loans are as follows (in thousands):
 
 
 
 
 
 
 
Interest expense for the
 
 
 
 
 
 
 
three months ended September 30,
 
nine months ended September 30,
 
Outstanding Borrowings at September 30, 2014
 
Maturity Date
 
Interest Rate at September 30, 2014 (1)
 
2014
 
2013
 
2014
 
2013
Revolver (2)
$
—

 
November 2016
 
n/a
 
$
287

 
$
268

 
$
906

 
$
885

2013 Five-Year Term Loan (3)
400,000

 
August 2018
 
3.07%
 
3,137

 
914

 
9,090

 
914

2012 Five-Year Term Loan
400,000

 
March 2019
 
1.71%
 
1,748

 
1,329

 
4,898

 
4,137

Seven-Year Term Loan (4)
225,000

 
November 2019
 
4.04%
 
2,320

 
1,073

 
6,870

 
2,596

Total
$
1,025,000

 
 
 
 
 
$
7,492

 
$
3,584

 
$
21,764

 
$
8,532

 
(1)
Interest rate at September 30, 2014 gives effect to interest rate hedges and LIBOR floors, as applicable.
(2)
Includes the unused facility fee of $0.3 million and $0.8 million for the three and nine months ended September 30, 2014, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2013, respectively.
(3)
Includes interest expense related to an interest rate hedge of $1.3 million and $3.8 million for the three and nine months ended September 30, 2014, respectively, and $0.3 million and $0.3 million for the three and nine months ended September 30, 2013, respectively.
(4)
Includes interest expense related to an interest rate hedge of $1.0 million and $3.1 million for the three and nine months ended September 30, 2014, respectively, and $0.2 million and $0.2 million for the three and nine months ended September 30, 2013, respectively.

Mortgage Loans
 
As of September 30, 2014 and December 31, 2013, the Company was subject to the following mortgage loans (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
Principal balance at,
Lender
 
Number of Assets Encumbered
 
Interest Rate at September 30, 2014 (1)
 
 
 
Maturity Date
 
 
 
September 30, 2014
 
 
 
December 31, 2013
Wells Fargo
 
5
 
3.76%
 
(2)
 
Oct 2014
 
(3)
 
$
142,000

 
 
 
$
142,000

Capmark Financial Group
 
1
 
5.55%
 
 
 
May 2015
 
(4)
 
10,615

 
 
 
10,916

Capmark Financial Group
 
1
 
5.55%
 
 
 
June 2015
 
(4)
 
4,605

 
 
 
4,736

Barclays Bank
 
12
 
5.55%
 
 
 
June 2015
 
(4)
 
108,576

 
 
 
111,632

Barclays Bank
 
4
 
5.60%
 
 
 
June 2015
 
(4)
 
27,030

 
 
 
27,804

Capmark Financial Group
 
1
 
5.50%
 
 
 
July 2015
 
(4)
 
6,273

 
 
 
6,450

Barclays Bank
 
1
 
5.44%
 
 
 
Sept 2015
 
(4)
 
10,236

 
 
 
10,521

PNC Bank (5)
 
5
 
2.51%
 
(2)
 
May 2016
 
(6)
 
74,000

 
 
 
85,000

Wells Fargo (7)
 
4
 
4.19%
 
(2)
 
Sept 2016
 
(8)
 
150,000

 
 
 
150,000

Barclays Bank (9)
 

 

 

 

 

 
—

 
 
 
2,475

Barclays Bank (9)
 

 

 

 

 

 
—

 
 
 
4,063

Capmark Financial Group (9)
 

 

 

 

 

 
—

 
 
 
4,068


 
34
 
 
 
 
 
 
 
 
 
$
533,335

 
 
 
$
559,665



14

(1)
Interest rate at September 30, 2014 gives effect to interest rate hedges and LIBOR floors, as applicable.
(2)
Requires payments of interest only until the commencement of the extension period(s).
(3)
On October 17, 2014, the Company refinanced these mortgage loans. See Footnote 16 for more information.
(4)
The Company is currently evaluating its options for repayment of these mortgage loans.
(5)
The five hotels encumbered by the PNC Bank loan are cross-collateralized.
(6)
Maturity date may be extended for one one-year term at the Company’s option, subject to certain lender requirements.
(7)
Two of the four hotels encumbered by the Wells Fargo loan are cross-collateralized.
(8)
Maturity date may be extended for four one-year terms at the Company’s option, subject to certain lender requirements.
(9)
Mortgage loan related to a property that was sold during the nine months ended September 30, 2014.
 
Some mortgage agreements are subject to customary financial covenants.  The Company was in compliance with these
covenants at September 30, 2014 and December 31, 2013.
  
7.              Derivatives and Hedging
 
The Company employs derivative instruments to hedge against interest rate fluctuations. For derivative instruments designated as cash flow hedges, unrealized gains and losses on the effective portion are reported in accumulated other comprehensive income (loss), a component of shareholders’ equity.  Unrealized gains and losses on the ineffective portion of all designated hedges are recognized in earnings in the current period.  For derivative instruments not designated as hedging instruments, unrealized gains or losses are recognized in earnings in the current period. At September 30, 2014 and December 31, 2013, all derivative instruments were designated as cash flow hedges.
 
At September 30, 2014 and December 31, 2013, the fair value of interest rate swap assets of $1.5 million and $3.2 million, respectively, was included in prepaid expense and other assets in the consolidated balance sheets.  At September 30, 2014 and December 31, 2013, the aggregate fair value of interest rate swap liabilities of $8.8 million and $9.1 million, respectively, was included in accounts payable and accrued expenses in the consolidated balance sheets.
 
As of September 30, 2014 and December 31, 2013, the Company had entered into the following derivative instruments (in thousands):
 
 
Notional value at
 
 
 
 
 
Fair value at
Hedge type
September 30, 2014
 
December 31, 2013
 
Hedge interest rate
 
Maturity
 
September 30, 2014
 
December 31, 2013
Swap-cash flow
$
275,000

 
$
275,000

 
1.12%
 
November 2017
 
$
1,474

 
$
3,161

Swap-cash flow
175,000

 
175,000

 
1.56%
 
March 2018
 
(1,478
)
 
(1,866
)
Swap-cash flow
175,000

 
175,000

 
1.64%
 
March 2018
 
(1,923
)
 
(2,406
)
Swap-cash flow
16,500

 
16,500

 
1.83%
 
September 2018
 
(225
)
 
(238
)
Swap-cash flow
16,500

 
16,500

 
1.75%
 
September 2018
 
(177
)
 
(181
)
Swap-cash flow
40,500

 
40,500

 
1.83%
 
September 2018
 
(553
)
 
(585
)
Swap-cash flow
41,500

 
41,500

 
1.75%
 
September 2018
 
(446
)
 
(456
)
Swap-cash flow
18,000

 
18,000

 
1.83%
 
September 2018
 
(246
)
 
(260
)
Swap-cash flow
17,000

 
17,000

 
1.75%
 
September 2018
 
(183
)
 
(187
)
Swap-cash flow
125,000

 
125,000

 
2.02%
 
March 2019
 
(2,145
)
 
(1,838
)
Swap-cash flow
100,000

 
100,000

 
1.94%
 
March 2019
 
(1,385
)
 
(1,085
)
 
$
1,000,000

 
$
1,000,000

 
 
 
 
 
$
(7,287
)
 
$
(5,941
)
 
 As of September 30, 2014 and December 31, 2013, there was approximately $7.3 million and $5.9 million, respectively, in unrealized losses included in accumulated other comprehensive loss related to interest rate hedges that are effective in offsetting the variable cash flows.  There was no ineffectiveness recorded on designated hedges during the three and nine month periods ended September 30, 2014 and 2013. For the nine months ended September 30, 2014 and 2013, approximately $8.7 million and $0.6 million, respectively, of amounts included in accumulated other comprehensive loss were reclassified into interest expense.
 

15

8.              Fair Value
 
Fair Value Measurement
 
Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market.  The fair value hierarchy has three levels of inputs, both observable and unobservable:
 
•
Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.
 
•
Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly.  Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

•
Level 3 — Inputs are unobservable and corroborated by little or no market data.
 
Fair Value of Financial Instruments
 
The estimated fair values of financial instruments have been determined by the Company using available market information and appropriate valuation methods.  Considerable judgment is required in interpreting market data to develop the estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methods may have a material effect on the estimated fair value amounts.  The Company used the following market assumptions and/or estimation methods:
 
•
Cash and cash equivalents, restricted cash, hotel and other receivables, accounts payable and other liabilities - The carrying amounts reported in the consolidated balance sheet for these financial instruments approximate fair value because of their short maturities.
 
•
Variable rate mortgage notes payable and borrowings under the Revolver and Term Loans - The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value.  The Company estimates the fair value of its variable rate debt by using estimated market rates for similar loans with similar terms and loan to value ratios, which is a Level 3 input. As a result, the Company determined that its variable rate mortgage notes payable in their entirety are classified in Level 3 of the fair value hierarchy.

•
Fixed rate mortgage notes payable - The fair value estimated at September 30, 2014 and December 31, 2013 of $172.5 million and $188.0 million, respectively, is calculated based on the net present value of payments over the term of the loans using estimated market rates for similar mortgage loans with similar terms and loan to value ratios, which is a Level 3 input. As a result, the Company determined that its fixed rate mortgage notes payable in their entirety are classified in Level 3 of the fair value hierarchy.  The carrying value of fixed rate mortgage notes payable at September 30, 2014 and December 31, 2013 was $167.3 million and $182.7 million, respectively.
 
Recurring Fair Value Measurements
 
The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 (in thousands):
 
Fair Value at September 30, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Interest rate swap asset
$
—

 
$
1,474

 
$
—

 
$
1,474

Interest rate swap liability
$
—

 
$
(8,761
)
 
$
—

 
$
(8,761
)
Total
$
—

 
$
(7,287
)
 
$
—

 
$
(7,287
)
 
The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The Company determined that the significant inputs, such as interest yield curves and discount rates, used to value its derivatives fall within Level 2 of the fair value hierarchy and that the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.

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As of September 30, 2014, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Non-recurring Fair Value Measurements
 
The following table presents the Company's fair value hierarchy for financial assets measured at fair value on a non-recurring basis as of September 30, 2014 (in thousands):
 
Fair Value at September 30, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Impaired hotel properties
$
—

 
$
—

 
$
5,685

 
$
5,685

During the three and nine months ended September 30, 2014, the Company recorded an impairment loss of $9.2 million related to three hotels. The Company estimated the fair value of the hotels using a widely accepted revenue multiple approach with significant unobservable inputs, including revenue growth projections and prevailing market multiples, from third party sources.

9.              Income Taxes
 
The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code when it filed its U.S. federal tax return for its short taxable year ended December 31, 2011.  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its adjusted taxable income to its shareholders, subject to certain adjustments and excluding any net capital gain.  The Company’s intention is to adhere to these requirements and maintain the qualification for taxation as a REIT.  As a REIT, the Company is not subject to federal corporate income tax on that portion of net income that is currently distributed to its shareholders.  However, the Company’s taxable REIT subsidiaries ("TRS") will generally be subject to federal, state, and local income taxes.
 

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The Company accounts for income taxes using the asset and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.
 
The Company had no accruals for tax uncertainties as of September 30, 2014 and December 31, 2013.
 
10.       Commitments and Contingencies
 
Restricted Cash Reserves
 
The Company is obligated to maintain reserve funds for capital expenditures at the hotels (including the periodic replacement or refurbishment of FF&E) as determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents. The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve restricted cash ranging from 1.0% to 5.0% of the individual hotel’s revenues and maintain the reserves in restricted cash reserve escrows. Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. Additionally, some loan agreements require the Company to reserve restricted cash for the periodic payment of real estate taxes and insurance. As of September 30, 2014 and December 31, 2013, approximately $59.5 million and $62.4 million, respectively, was available in restricted cash reserves for future capital expenditures, real estate taxes and insurance.
 
Litigation
 
Neither the Company nor any of its subsidiaries are currently involved in any regulatory or legal proceedings that management believes will have a material adverse effect on the financial position, operations or liquidity of the Company.

Data Breach
 
During the first quarter of 2014, one of the Company's third-party hotel managers notified the Company of a data breach that occurred over a nine-month period ending in December 2013 at 14 of the hotels that it manages, including seven hotels that are owned by the Company. An analysis of the data breach revealed that hackers installed memory scraping malware on food and beverage point of sale systems that was designed to capture credit card data. During the period of the breach, it appears that information from approximately 95,000 credit cards could have been collected by the malware. The third-party hotel manager is cooperating with the relevant authorities in their investigations of this criminal cyber-attack. The Company and its third-party hotel manager are also taking steps to assess and further strengthen information security systems.
The Company believes that each of the credit card companies impacted may seek to impose fines, fees or assessments in connection with the breach against various parties, including the Company. The Company may also incur other costs, including legal fees and other professional services fees, related to investigating the breach. Because the investigation into the matter is ongoing and certain factual and legal questions remain unanswered, the Company is unable to estimate with certainty the total costs, fines, fees or assessments that may be associated with any potential claims; however, the Company currently believes that any amounts that the Company may ultimately be required to pay as a result of this incident will not be material to the results of operations.
11.              Equity

 On May 22, 2014, the Company issued and sold 9,200,000 common shares of beneficial interest, $0.01 par value per share, at a price per share of $26.45, for total gross proceeds of $243.3 million. The Company received aggregate net proceeds of approximately $232.8 million.

12.       Equity Incentive Plan
 
The Company may issue equity-based awards to officers, employees, non-employee trustees and other eligible persons under the 2011 Plan. The 2011 Plan provides for a maximum of 5,000,000 common shares of beneficial interest to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards.
 

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Share Awards
 
From time to time, the Company may award non-vested restricted shares under the 2011 Plan, as compensation to officers, employees and non-employee trustees. The shares issued to officers and employees vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based non-vested shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.

The Company may also award unrestricted shares under the 2011 Plan as compensation to non-employee trustees that would otherwise be paid in cash for their services. The shares issued to trustees are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.
 
A summary of the non-vested shares as of September 30, 2014 is as follows:
 
2014
 
Number of
Shares
 
Weighted-Average
Grant Date Fair
Value
Unvested at January 1,
932,800

 
$
18.99

Granted (1)
347,247

 
24.44

Vested (1)
(398,599
)
 
19.34

Forfeited
(8,716
)
 
23.06

Unvested at September 30,
872,732

 
$
20.96

 
(1)
Includes 3,360 unrestricted shares issued in lieu of cash compensation to non-employee trustees at a weighted-average grant date fair value of $28.07.

For the three and nine months ended September 30, 2014, the Company recognized approximately $2.7 million and $7.9 million, respectively, of share-based compensation expense related to restricted share awards.  For the three and nine months ended September 30, 2013, the Company recognized $2.2 million and $6.3 million, respectively, of share-based compensation expense related to restricted share awards. As of September 30, 2014, there was $17.0 million of total unrecognized compensation costs related to non-vested share awards and these costs were expected to be primarily recognized over a weighted-average period of 2.3 years. The total fair value of shares vested (calculated as number of shares multiplied by vesting date share price) during the nine months ended September 30, 2014 was approximately $11.0 million.
 
Performance Units
 
The Company awarded performance units to certain employees under the 2011 Plan.  The performance units vest over a four-year period, including three years of performance-based vesting ("measurement period") plus an additional one year of time-based vesting.
 
As of September 30, 2014, there were 1.0 million unvested performance units with a weighted-average grant date fair value of $15.36 per performance unit.
 
For the three and nine months ended September 30, 2014, the Company recognized $1.1 million and $3.4 million, respectively, of share-based compensation expense related to the performance units.  For the three and nine months ended September 30, 2013, the Company recognized $1.1 million and $3.4 million, respectively, of share-based compensation expense related to the performance units. As of September 30, 2014, there was $5.6 million of total unrecognized compensation cost related to the performance units and these costs are expected to be recognized over a weighted-average period of 1.3 years.
 
As of September 30, 2014, there were 2,739,596 common shares available for future grant under the 2011 Plan.  Any performance units that convert into restricted shares will reduce the number of common shares available for future grant under the 2011 Plan.


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13.       Earnings per Common Share
 
Basic earnings per common share is calculated by dividing income from continuing operations attributable to common shareholders, including loss on disposal of hotel properties, by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares outstanding during the period. Diluted earnings per common share is calculated by dividing income from continuing operations attributable to common shareholders, including loss on disposal of hotel properties, by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. Potential shares consist of unvested restricted share grants and unvested performance units, calculated using the treasury stock method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation.
 
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to participating shares, they would be deducted from net inco