Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011

 

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.  x 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).  x 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 o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x 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 November 10, 2011, 106,300,067 common shares of beneficial interest of the Registrant, $0.01 par value per share, were outstanding.

 

 

 



Table of Contents

 

TABLE OF CONTENTS

 

 

Page

PART I. FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements.

 

 

 

 

 

Combined Consolidated Financial Statements (unaudited)

 

 

Balance Sheets as of September 30, 2011 and December 31, 2010

1

 

Statements of Operations for the three and nine months ended September 30, 2011 and 2010

2

 

Statement of Changes in Equity and Comprehensive Loss for the nine months ended September 30, 2011 and 2010

3

 

Statements of Cash Flows for the nine months ended September 30, 2011 and 2010

4

 

Notes to Combined Consolidated Financial Statements

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

23

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

37

Item 4.

Controls and Procedures.

38

 

 

PART II. OTHER INFORMATION

 

 

Item 1.

Legal Proceedings.

39

Item 1A.

Risk Factors.

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

39

Item 3.

Defaults Upon Senior Securities.

40

Item 4.

Removed and Reserved

40

Item 5.

Other Information.

40

Item 6.

Exhibits.

40

 

ii



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1.    Financial Statements.

RLJ Lodging Trust

Combined Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

(unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Assets

 

 

 

 

 

Investment in hotel properties, net

 

$

2,760,784

 

$

2,626,690

 

Investment in loans

 

12,685

 

12,840

 

Property and equipment, net

 

1,147

 

1,585

 

Cash and cash equivalents

 

368,461

 

267,454

 

Restricted cash reserves

 

89,590

 

70,520

 

Hotel receivables, net of allowance of $246 and $406, respectively

 

27,299

 

19,556

 

Deferred financing costs, net

 

8,628

 

9,298

 

Deferred income tax asset

 

1,453

 

799

 

Prepaid expense and other assets

 

28,583

 

37,082

 

Total assets

 

$

3,298,630

 

$

3,045,824

 

Liabilities and Owners’ Equity

 

 

 

 

 

Mortgage loans

 

$

1,202,817

 

$

1,747,077

 

Term loan

 

140,000

 

 

Interest rate swap liability

 

2,326

 

3,820

 

Accounts payable and accrued expense

 

78,095

 

60,973

 

Deferred income tax liability

 

1,453

 

799

 

Advance deposits and deferred revenue

 

4,995

 

5,927

 

Accrued interest

 

2,099

 

3,495

 

Distributions payable

 

16,079

 

 

Total liabilities

 

1,447,864

 

1,822,091

 

Equity

 

 

 

 

 

Partners’ capital

 

 

 

 

 

Fund II general partner

 

 

(13,409

)

Fund II limited partners

 

 

433,013

 

Fund III general partner

 

 

(23,328

)

Fund III limited partners

 

 

811,918

 

Members’ capital

 

 

 

 

 

Class A members

 

 

6,592

 

Class B members

 

 

4,751

 

Fund II - Series A preferred units, no par value, 12.5%, 250 units authorized, issued and outstanding at May 16, 2011 and December 31, 2010, respectively

 

 

189

 

Fund III - Series A preferred units, no par value, 12.5%, 250 units authorized, issued and outstanding at May 16, 2011 and December 31, 2010, respectively

 

 

190

 

Accumulated other comprehensive loss

 

(2,312

)

(3,806

)

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized; zero shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively

 

 

 

Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 106,300,067 and zero shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively

 

1,063

 

 

Additional paid-in-capital

 

1,835,041

 

 

Distributions in excess of net earnings

 

(1,745

)

 

Total shareholders’ equity

 

1,834,359

 

 

 

 

 

 

 

 

Noncontrolling interest

 

 

 

 

 

Noncontrolling interest in joint venture

 

7,068

 

7,623

 

Noncontrolling interest in Operating Partnership

 

11,651

 

 

Total noncontrolling interest

 

18,719

 

7,623

 

Total equity

 

1,850,766

 

1,223,733

 

Total liabilities and equity

 

$

3,298,630

 

$

3,045,824

 

 

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

 

1



Table of Contents

 

RLJ Lodging Trust

Combined Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)

(unaudited)

 

 

 

For the three months ended
September 30,

 

For the nine months ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenue

 

 

 

 

 

 

 

 

 

Hotel operating revenue

 

 

 

 

 

 

 

 

 

Room revenue

 

$

172,589

 

$

119,134

 

$

495,217

 

$

327,672

 

Food and beverage revenue

 

19,497

 

13,870

 

59,664

 

41,749

 

Other operating department revenue

 

5,165

 

3,448

 

14,810

 

9,394

 

Total revenue

 

197,251

 

136,452

 

569,691

 

378,815

 

 

 

 

 

 

 

 

 

 

 

Expense

 

 

 

 

 

 

 

 

 

Hotel operating expense

 

 

 

 

 

 

 

 

 

Room

 

39,012

 

25,304

 

110,753

 

70,278

 

Food and beverage

 

13,479

 

9,443

 

41,767

 

28,016

 

Management fees

 

6,755

 

4,828

 

19,519

 

13,497

 

Other hotel expenses

 

59,559

 

41,532

 

172,744

 

115,948

 

Total hotel operating expense

 

118,805

 

81,107

 

344,783

 

227,739

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

29,026

 

24,422

 

91,479

 

70,465

 

Property tax, insurance and other

 

12,463

 

9,677

 

35,951

 

27,417

 

General and administrative

 

6,329

 

4,647

 

17,504

 

14,547

 

Transaction and pursuit costs

 

282

 

5,455

 

3,614

 

7,438

 

IPO Costs

 

89

 

 

10,333

 

 

Total operating expense

 

166,994

 

125,308

 

503,664

 

347,606

 

Operating income

 

30,257

 

11,144

 

66,027

 

31,209

 

Other income

 

518

 

177

 

742

 

411

 

Interest income

 

424

 

2,730

 

1,264

 

2,889

 

Interest expense

 

(21,664

)

(21,580

)

(75,415

)

(64,760

)

 

 

 

 

 

 

 

 

 

 

Income (Loss) from continuing operations before income taxes

 

9,535

 

(7,529

)

(7,382

)

(30,251

)

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(858

)

(382

)

(1,546

)

(898

)

Income (Loss) from continuing operations

 

8,677

 

(7,911

)

(8,928

)

(31,149

)

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

22,970

 

(619

)

21,838

 

19,034

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

31,647

 

(8,530

)

12,910

 

(12,115

)

 

 

 

 

 

 

 

 

 

 

Net loss (income) attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

Noncontrolling interest in joint venture

 

(22

)

 

55

 

 

Noncontrolling interest in common units of Operating Partnership

 

(306

)

 

(285

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to the Company

 

31,319

 

(8,530

)

12,680

 

(12,115

)

 

 

 

 

 

 

 

 

 

 

Distributions to preferred unitholders

 

 

(16

)

(61

)

(48

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

 

$

31,319

 

$

(8,546

)

$

12,619

 

$

(12,163

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted per common share data:

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common shareholders before discontinued operations - basic and diluted

 

$

0.08

 

 

 

$

(0.10

)

 

 

Discontinued operations

 

0.22

 

 

 

0.24

 

 

 

Net income per share attributable to common shareholders - basic and diluted

 

$

0.30

 

 

 

$

0.14

 

 

 

Weighted-average number of common shares - basic and diluted

 

105,228,305

 

 

 

89,316,830

 

 

 

 

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

 

2



Table of Contents

 

RLJ Lodging Trust

Combined Consolidated Statement of Changes in Equity and Comprehensive Loss

(Amounts in thousands, except share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ Capital

 

Members’ Capital

 

Preferred Units

 

Shareholders’ Equity

 

Accumulated

 

Noncontrolling Interests

 

 

 

 

 

Fund II

 

Fund III

 

 

 

 

 

 

 

 

 

Common Stock

 

Distributions

 

Other

 

 

 

 

 

Total

 

Total Owners’ /

 

 

 

General Partner

 

Limited
Partners

 

General
Partner

 

Limited
Partners

 

Class A

 

Class B

 

Fund II

 

Fund III

 

Shares

 

Par Value

 

Additional Paid-
in-Capital

 

in excess of
net earnings

 

Comprehensive
Loss

 

Operating
Partnership

 

Consolidated
Joint Venture

 

Noncontrolling
Interests

 

Shareholders
Equity

 

Balance at December 31, 2010

 

$

(13,409

)

$

433,013

 

$

(23,328

)

$

811,918

 

$

6,592

 

$

4,751

 

$

189

 

$

190

 

 

$

 

$

 

$

 

$

(3,806

)

$

 

$

7,623

 

$

7,623

 

$

1,223,733

 

Components of comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(7

)

(9,444

)

 

(234

)

(256

)

(85

)

 

 

 

 

 

22,706

 

 

285

 

(55

)

230

 

12,910

 

Unrealized gain on interest rate derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

1,494

 

 

 

 

1,494

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,404

 

Partners’ contributions

 

4,258

 

3,291

 

5,031

 

114,141

 

 

 

 

 

 

 

 

 

 

 

 

 

126,721

 

Partners’ distributions

 

(3,230

)

(4,876

)

(3,798

)

(4,392

)

 

 

 

 

 

 

 

 

 

 

 

 

(16,296

)

Members’ distributions

 

 

 

 

 

(2,547

)

(557

)

 

 

 

 

 

 

 

 

 

 

(3,104

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock, net

 

 

 

 

 

 

 

 

 

31,595,000

 

316

 

529,058

 

 

 

 

 

 

 

529,374

 

Issuance of restricted stock

 

 

 

 

 

 

 

 

 

1,120,830

 

11

 

(11

)

 

 

 

 

 

 

Amortization of share based compensation

 

 

 

 

 

 

 

 

 

 

 

1,962

 

 

 

 

 

 

1,962

 

Share grants to trustees

 

 

 

 

 

 

 

 

 

5,434

 

 

80

 

 

 

 

 

 

80

 

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock

 

 

 

 

 

 

 

 

 

(24,148

)

 

(338

)

 

 

 

 

 

(338

)

Forfeiture of restricted stock

 

 

 

 

 

 

 

 

 

(3,000

)

 

(53

)

 

 

 

 

 

(53

)

Exchange of owners’ equity for common stock and units

 

12,388

 

(421,960

)

22,095

 

(921,396

)

(3,789

)

(4,109

)

61

 

60

 

73,605,951

 

736

 

1,304,343

 

 

 

11,571

 

 

11,571

 

 

Distributions to JV partner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(500

)

(500

)

(500

)

Distributions to preferred unitholders

 

 

(24

)

 

(37

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(61

)

Redemption of preferred units

 

 

 

 

 

 

 

(250

)

(250

)

 

 

 

 

 

 

 

 

(500

)

Distributions on common shares and units

 

 

 

 

 

 

 

 

 

 

 

 

(24,451

)

 

(205

)

 

(205

)

(24,656

)

Balance at September 30, 2011

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

106,300,067

 

$

1,063

 

$

1,835,041

 

$

(1,745

)

$

(2,312

)

$

11,651

 

$

7,068

 

$

18,719

 

$

1,850,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ Capital

 

Members’ Capital

 

Preferred Units

 

Accumulated

 

 

 

 

 

Fund II

 

Fund III

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

General Partner

 

Limited
Partners

 

General
Partner

 

Limited
Partners

 

Class A

 

Class B

 

Fund II

 

Fund III

 

Comprehensive
Loss

 

Total
Owners’ Equity

 

Balance at December 31, 2009

 

$

(11,440

)

$

459,903

 

$

(17,852

)

$

50,163

 

$

13,643

 

$

5,807

 

$

189

 

$

190

 

$

(14,856

)

$

485,747

 

Components of comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

(17

)

(22,399

)

(5

)

(10,161

)

15,351

 

5,116

 

 

 

 

(12,115

)

Reclassification adjustment for gains included in net loss

 

 

 

 

 

 

 

 

 

(58

)

(58

)

Unrealized gain on interest rate derivatives

 

 

 

 

 

 

 

 

 

10,745

 

10,745

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,428

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ contributions

 

5,017

 

6,483

 

6,037

 

278,392

 

 

 

 

 

 

295,929

 

Partners’ distributions

 

(6,483

)

(6,483

)

(10,283

)

 

 

 

 

 

 

(23,249

)

Members’ distributions

 

 

 

 

 

(21,395

)

(7,131

)

 

 

 

(28,526

)

Distributions to preferred unitholders

 

 

(24

)

 

(24

)

 

 

 

 

 

(48

)

Balance at September 30, 2010

 

$

(12,923

)

$

437,480

 

$

(22,103

)

$

318,370

 

$

7,599

 

$

3,792

 

$

189

 

$

190

 

$

(4,169

)

$

728,425

 

 

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

 

3



Table of Contents

 

RLJ Lodging Trust

Combined Consolidated Statements of Cash Flows

(Amounts in thousands)

(unaudited)

 

 

 

For the nine months ended
September 30,

 

 

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

12,910

 

$

(12,115

)

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

 

 

 

 

 

Gain on sale of properties

 

 

(23,711

)

Gain on extinguishment of indebtedness

 

(23,516

)

 

Depreciation and amortization

 

91,479

 

73,335

 

Amortization of deferred financing costs

 

4,816

 

2,322

 

Amortization of deferred management fees

 

750

 

750

 

Share grants to trustees

 

80

 

 

Amortization of share based compensation

 

1,962

 

 

Unrealized gain on interest rate swaps

 

 

(58

)

Changes in assets and liabilities:

 

 

 

 

 

Hotel receivables, net

 

(7,286

)

(7,999

)

Prepaid expense and other assets

 

(7,895

)

328

 

Accounts payable and accrued expense

 

19,969

 

10,596

 

Advance deposits and deferred revenue

 

(1,300

)

2,421

 

Accrued interest

 

(1,396

)

1,131

 

Net cash flow provided by operating activities

 

90,573

 

47,000

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of hotel properties, net of cash acquired

 

(194,830

)

(310,209

)

Purchase deposit

 

 

(5,250

)

Proceeds from principal payments on investment in loans

 

155

 

 

Improvements and additions to hotel properties

 

(51,988

)

(8,543

)

Additions to property and equipment

 

(93

)

 

Advances from related parties

 

 

10,724

 

Proceeds from sale of hotel properties

 

 

73,117

 

Funding of restricted cash reserves, net

 

(19,070

)

(9,849

)

Net cash flow used in investing activities

 

(265,826

)

(250,010

)

Cash flows from financing activities:

 

 

 

 

 

Borrowings under credit facility

 

 

383,506

 

Repayments under credit facility

 

 

(399,905

)

Proceeds from term loan

 

140,000

 

 

Proceeds from mortgage loans

 

 

60,000

 

Payment of mortgage principal

 

(486,260

)

(71,729

)

Payment of members’ distributions

 

(3,104

)

(28,526

)

Proceeds from partners’ contributions

 

126,721

 

295,929

 

Payment of partners’ distributions

 

(16,296

)

(23,249

)

Distributions to preferred unitholders

 

(500

)

 

Proceeds from issuance of common shares

 

568,700

 

 

Payment of offering costs

 

(39,379

)

 

Distributions to noncontrolling interest

 

(500

)

 

Repurchase of common stock

 

(338

)

 

Distributions on common shares

 

(8,506

)

 

Distributions on OP units

 

(71

)

 

Payment of preferred unitholder distributions

 

(61

)

(32

)

Payment of deferred financing costs

 

(4,146

)

(4,093

)

Net cash flow provided by financing activities

 

276,260

 

211,901

 

Net change in cash and cash equivalents

 

101,007

 

8,891

 

Cash and cash equivalents, beginning of period

 

267,454

 

151,382

 

Cash and cash equivalents, end of period

 

$

368,461

 

$

160,273

 

 

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

 

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Table of Contents

 

RLJ Lodging Trust

Notes to the Combined 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 invests primarily in premium-branded, focused-service and compact full-service hotels. The Company completed the initial public offering of its common shares of beneficial interest (the “IPO”) on May 16, 2011. The IPO resulted in the sale of 27,500,000 common shares at a price per share of $18.00 and generated gross proceeds of $495.0 million.  The aggregate proceeds to the Company, net of underwriters’ discounts in connection with the IPO, were approximately $464.1 million.  On June 3, 2011, the Company issued and sold an additional 4,095,000 common shares at a price per share of $18.00 upon exercise of the underwriters’ overallotment option (the “Overallotment”), generating gross proceeds of approximately $73.7 million.  The Company received aggregate proceeds, net of underwriters’ discounts, in connection with the Overallotment of approximately $69.1 million.  Subsequent to the IPO, the Company contributed the net proceeds from the IPO, including proceeds received from the Overallotment, to the Company’s operating partnership, RLJ Lodging Trust, L.P. (the “Operating Partnership”), which was formed as a Delaware limited partnership on January 31, 2011, in exchange for units of limited partnership interest in the Operating Partnership (“OP Units”).  The Operating Partnership holds substantially all of the Company’s assets and conducts substantially all of its business. Upon completion of the IPO, the Company owned approximately 99.1% of the aggregate OP units.  The Company intends to elect and qualify to be taxed as a REIT, for U.S. federal income tax purposes, commencing with the portion of its taxable year ending December 31, 2011.

 

Upon completion of the IPO and related formation transactions, the Company succeeded to the operations and hotel investment and ownership platform of RLJ Development, LLC (“RLJ Development”), and the lodging assets of RLJ Lodging Fund II, L.P. (and its parallel fund) (“Fund II”) and RLJ Real Estate Fund III, L.P. (and its parallel fund) (“Fund III”), which collectively comprise the Company’s predecessor (the “RLJ Predecessor”). Accordingly, the RLJ Predecessor was not a separate legal entity. RLJ Development, Fund II and Fund III were entities under the common control of Robert L. Johnson, the Company’s Executive Chairman, and were formed for the purpose of acquiring and operating hotel properties. Upon completion of the IPO and formation transactions, all of the existing investors in RLJ Development, Fund II and Fund III received common shares or OP units, as applicable, as consideration for their respective interests in RLJ Development, Fund II and Fund III, and as a result became equity owners of the Company and/or the Operating Partnership, as applicable.  The formation transactions, including the consideration received by the owners of RLJ Development, Fund II and Fund III, are described in greater detail in the final prospectus relating to the IPO, dated May 10, 2011, which the Company filed with the Securities and Exchange Commission (the “SEC”).

 

Due to the timing of the IPO and the formation transactions, the Company’s financial condition as of December 31, 2010 and results of operations for the three and nine months ended September 30, 2010 reflect the financial condition and results of operations of the RLJ Predecessor.  The Company’s results of operations for the nine months ended September 30, 2011 reflect the financial condition and results of operations of the RLJ Predecessor together with the Company, while the financial condition as of September 30, 2011 reflects solely the Company.

 

Substantially all of the Company’s assets are held by, and all of its operations are conducted through, the Operating Partnership. The Company is the sole general partner of the Operating Partnership. The Company owned, through a combination of direct and indirect interests, 99.2% of the OP units at September 30, 2011. See Note 9 for additional disclosures on OP units.

 

As of September 30, 2011, the Company owned interests in 140 hotels with 20,488 rooms located in 19 states and the District of Columbia. The Company owned interests in land parcels located adjacent to certain hotels. The Company, through wholly-owned subsidiaries, also owned a 100% interest in two mortgage loans secured by hotels.   The Company, through wholly-owned subsidiaries, owned a 100% interest in all of its assets, with the exception of the Doubletree Metropolitan Hotel New York City, in which the Company, through wholly-owned subsidiaries, owned a 95% 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 hotel operator manages each hotel.

 

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Table of Contents

 

2.              Summary of Significant Accounting Policies

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited interim combined consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the rules and regulations of the SEC applicable to interim 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.  All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited interim financial statements include adjustments based on management’s estimates (consisting of normal recurring adjustments), which the Company considers necessary for a fair statement of the combined consolidated balance sheets, statements of operations, statements of changes in equity and comprehensive loss and statements of cash flows for the interim periods presented. The financial information should be read in conjunction with the combined consolidated financial statements for the year ended December 31, 2010, included in the final prospectus relating to the IPO, dated May 10, 2011, which the Company filed with the SEC.  Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of actual operating results for the entire year.

 

Use of Estimates

 

The preparation of the financial statements and accompanying notes 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.

 

Reporting Periods

 

As of September 30, 2011, the Company owned four hotels that are managed by affiliates of Marriott International (“Marriott”).   The Company’s hotels managed by Marriott are accounted for on a fiscal year comprised of 52 or 53 weeks ending on the Friday closest to December 31. The Company’s results for the three and nine months ended September 30, 2011 and 2010 include the results of operations for the Company’s Marriott-managed hotels for the 36-week periods ending September 9, 2011 and September 10, 2010, respectively.

 

Reclassifications

 

Certain de minimus 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.

 

Investment in Hotel Properties

 

Hotel acquisitions consist almost exclusively of land, land improvements, buildings, furniture, fixtures and equipment and inventory. The Company records the purchase price among these asset classes based on their respective fair values. When the Company acquires properties, they are acquired for use. Generally, the Company does not acquire any significant in-place leases or other intangible assets (e.g., management agreements, franchise agreements or trademarks) when hotels are acquired.  The only intangible assets acquired through September 30, 2011 consisted of favorable tenant lease agreements and miscellaneous operating agreements, which are short-term in nature and at market rates.  In conjunction with the acquisition of a hotel, the Company typically negotiates new franchise and management agreements with the selected brand and manager.

 

The Company’s investments in hotels are carried at cost and are depreciated using the straight-line method over estimated useful lives of 15 years for land improvements, 40 years for buildings and improvements and three to five years for furniture, fixtures and equipment. Intangible assets arising from favorable or unfavorable leases 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. Upon the sale or disposition of a fixed asset, the asset and related accumulated depreciation are removed from the accounts and the related gain or loss is included in operations.

 

The Company considers each individual hotel to be an identifiable component of the business.  In accordance with the

 

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impairment or disposal of long-lived assets guidance, the Company does not consider a hotel as “held for sale” until it is probable that the sale will be completed within one year and the other requisite criteria for such classification have been met.  Once a hotel is designated as “held for sale” the operations for that hotel are included in discontinued operations.  The Company does not depreciate hotel assets so long as they are classified as “held for sale.”  Upon designation of a hotel as being “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 of a hotel classified as “held for sale” is reflected in discontinued operations.  The Company includes in discontinued operations the operating results of those hotels that are classified as “held for sale.”

 

The Company assesses the carrying values of each hotel whenever events or changes in circumstances indicate that the carrying amounts of these hotels may not be fully recoverable.  Recoverability of the hotel is measured by comparison of the carrying amount of the hotel 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 the hotel.  If the Company’s analysis indicates that the carrying value of the hotel 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 of the hotel. 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 plans to manage the underlying hotels.  However, assumptions and estimates about future cash flows and capitalization rates are complex and subjective.  Changes in economic and operating conditions and the Company’s ultimate investment intent that occur subsequent to a current impairment analysis could impact these assumptions and result in future impairment charges of the hotels.

 

Earnings Per Share

 

Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period excluding the weighted average number of unvested restricted shares (“participating securities” as defined in Note 11). The basic earnings per share calculation includes the effect of such participating securities.  Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period plus other potentially dilutive securities such as stock grants or shares that would be issued in the event of conversion of operating partnership units. No adjustment is made for shares that are anti-dilutive during a period.

 

Share Based Compensation

 

From time to time, the Company may award non-vested shares under the 2011 Equity Incentive Plan (the “2011 Plan”), as compensation to officers, employees and non-employee trustees (see Note 10). 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 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.

 

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Table of Contents

 

3.              Acquisition of Hotel Properties

 

The Company did not acquire any hotels during the three months ended September 30, 2011.  During the nine months ended September 30, 2011, the Company, through wholly-owned subsidiaries, acquired the following hotels, which were funded by capital contributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel

 

Location

 

Acquisition Date

 

Management Company

 

Rooms

 

Purchase Price

 

%
Interest

 

Embassy Suites Columbus

 

Columbus, OH

 

January 11, 2011

 

Crescent Hotels and Resorts

 

221

 

$

9.5

 

million

 

100

%

Renaissance Pittsburgh Hotel

 

Pittsburgh, PA

 

January 12, 2011

 

Sage Hospitality

 

300

 

47.1

 

million

 

100

%

Courtyard Atlanta Buckhead

 

Atlanta, GA

 

January 18, 2011

 

Noble Management Group

 

181

 

27.0

 

million

 

100

%

Doubletree Hotel Columbia

 

Columbia, MD

 

January 18, 2011

 

Urgo Hotels

 

152

 

10.5

 

million

 

100

%

Denver Airport Marriott at Gateway Park

 

Denver, CO

 

January 18, 2011

 

Sage Hospitality

 

238

 

46.0

 

million

 

100

%

Crowne Plaza Hotel West Palm Beach

 

West Palm Beach, FL

 

January 18, 2011

 

Windsor Capital Group

 

219

 

16.0

 

million

 

100

%

Wyndham Raleigh Durham-Research Triangle Park

 

Durham, NC

 

January 24, 2011

 

Noble Management Group

 

175

 

7.0

 

million

 

100

%

Wyndham Pittsburgh

 

Pittsburgh, PA

 

January 24, 2011

 

Urgo Hotels

 

198

 

21.2

 

million

 

100

%

Hampton Inn Houston-Near the Galleria

 

Houston, TX

 

March 14, 2011

 

Interstate Management Company

 

176

 

20.3

 

million

 

100

%

 

 

 

 

 

 

 

 

1,860

 

$

204.6

 

million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During the nine months ended September 30, 2010, the Company, through wholly-owned subsidiaries, acquired the following hotels, which were funded by capital contributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel

 

Location

 

Acquisition Date

 

Management Company

 

Rooms

 

Purchase Price

 

%
Interest

 

Embassy Suites Tampa

 

Tampa, FL

 

April 15, 2010

 

Hilton Hotels Corporation

 

360

 

$

76.9

 

million

 

100

%

Fairfield Inn and Suites Washington, DC

 

Washington, DC

 

June 1, 2010

 

Urgo Hotels

 

198

 

40.0

 

million

 

100

%

Embassy Suites Ft Myers/Estero

 

Ft Myers, FL

 

June 23, 2010

 

Hilton Hotels Corporation

 

150

 

13.2

 

million

 

100

%

Homewood Suites Washington DC

 

Washington, DC

 

July 1, 2010

 

Crestline Hotels and Resorts

 

175

 

58.5

 

million

 

100

%

Hilton New York/Fashion District

 

New York, NY

 

September 22, 2010

 

Highgate Hotels

 

280

 

121.8

 

million

 

100

%

 

 

 

 

 

 

 

 

1,163

 

$

310.4

 

million

 

 

 

 

The allocation of purchase price for the hotel properties acquired was as follows (in thousands):

 

 

 

September 30,

 

 

 

2011

 

2010

 

Land and land improvements

 

$

29,131

 

$

50,959

 

Buildings and improvements

 

153,557

 

249,334

 

Furniture, fixtures and equipment

 

21,900

 

10,116

 

Total Purchase Price

 

$

204,588

 

$

310,409

 

 

There were no contingent consideration arrangements associated with these acquisitions nor was any goodwill recognized.  See Note 16 for detail of non-cash prorations assumed at acquisition dates.

 

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Table of Contents

 

Total revenues and net income (loss) from the hotels acquired during the nine months ended September 30, 2011 and 2010, which are included in the accompanying unaudited combined consolidated statements of operations for the three and nine months ended September 30, 2011 and 2010, respectively, were as follows (in thousands):

 

 

 

2011 acquisitions

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

September 30, 2011

 

September 30, 2010

 

September 30, 2011

 

September 30, 2010

 

Revenue

 

$

17,615

 

$

 

$

51,189

 

$

 

Net income

 

$

803

 

$

 

$

738

 

$

 

 

 

 

2010 acquisitions

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

September 30, 2011

 

September 30, 2010

 

September 30, 2011

 

September 30, 2010

 

Revenue

 

$

16,538

 

$

9,051

 

$

48,843

 

$

13,187

 

Net income (loss)

 

$

1,598

 

$

(3,140

)

$

7,389

 

$

(4,132

)

 

The following unaudited condensed pro forma financial information presents the results of operations as if the 2011 and 2010 acquisitions had taken place on the latter of January 1, 2010 or the opening date of the hotel.  The Hilton New York / Fashion District did not open until April 2010. The Garden District Hotel acquired on October 26, 2010 has been closed since 2008 and accordingly has no operating history and is excluded from the condensed pro forma financial information.  The condensed pro forma financial information excludes discontinued operations and is not necessarily indicative of what actual results of operations of the Company would have been assuming the acquisitions had taken place on January 1, 2010, nor does it purport to represent the results of operations for future periods. The unaudited condensed pro forma financial information, excluding discontinued operations, is as follows, (in thousands, except share and per share data):

 

 

 

For the three months ended

 

For the nine months ended

 

 

 

September 30, 2011

 

September 30, 2010

 

September 30, 2011

 

September 30, 2010

 

Revenue

 

$

197,251

 

$

183,185

 

$

572,879

 

$

529,248

 

Net income (loss)

 

$

8,371

 

$

4,336

 

$

(5,776

)

$

(13,454

)

Net income (loss) per share attributable to common shareholders - basic and diluted

 

$

0.08

 

 

 

$

(0.06

)

 

 

Weighted average number of shares outstanding - basic and diluted

 

105,228,305

 

 

 

89,316,830

 

 

 

 

4.              Discontinued Operations

 

On November 16, 2009, RLJ Development, through wholly-owned subsidiaries, entered into a purchase and sale agreement to sell six hotels. The assets were reclassified as held for sale and the operating results for the hotels were reclassified to discontinued operations. On April 23, 2010, RLJ Development completed the sale of the six hotels for a total sale price of $73.5 million.  The sale resulted in a gain of approximately $23.7 million.

 

On April 23, 2010, the Company defeased five individual mortgages associated with the aforementioned six hotels sold on April 23, 2010 by replacing the original collateral with government securities. These loans carried an outstanding balance of $34.0 million at April 23, 2010.  On April 28, 2010, the Company fully repaid the remaining outstanding $8.5 million mortgage loan associated with the six hotels sold on April 23, 2010, including a mortgage prepayment penalty totaling $0.2 million.

 

In February 2010, Fund II received a notice of event of default for failure to make the required monthly payment on its mortgage loan secured by the New York LaGuardia Airport Marriott located in New York, NY.  The mortgage loan matured in July 2010.  In April 2011, Fund II escrowed an executed deed in lieu of foreclosure agreement for the benefit of the lenders.  On August 5, 2011, the Company transferred title to the hotel to the lenders pursuant to the deed in lieu of foreclosure arrangement.  The Company recorded a gain on extinguishment of indebtedness of approximately $23.5 million to discontinued operations in August 2011 and removed the hotel’s net assets and liabilities from its combined consolidated

 

9



Table of Contents

 

balance sheet at that time.

 

Operating results of discontinued operations were as follows (in thousands):

 

 

 

For the three months
ended September 30,

 

For the nine months
ended September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net revenues

 

$

3,537

 

$

7,032

 

$

16,917

 

$

26,337

 

Operating expenses

 

4,006

 

7,356

 

18,107

 

25,555

 

Operating income (loss)

 

(469

)

(324

)

(1,190

)

782

 

Interest expense

 

(77

)

(291

)

(488

)

(5,459

)

Net loss from discontinued operations, before gain on sale

 

(546

)

(615

)

(1,678

)

(4,677

)

Gain on extinguishment of indebtedness

 

23,516

 

 

23,516

 

 

Gain on sale of properties

 

 

(4

)

 

23,711

 

Net income (loss) from discontinued operations

 

$

22,970

 

$

(619

)

$

21,838

 

$

19,034

 

 

5.              Investment in Hotel Properties

 

Investment in hotel properties as of September 30, 2011 and December 31, 2010 consisted of the following (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Land and land improvements

 

$

512,302

 

$

488,031

 

Buildings and improvements

 

2,320,128

 

2,188,153

 

Furniture, fixtures and equipment

 

363,308

 

310,266

 

Intangibles

 

1,298

 

1,298

 

 

 

3,197,036

 

2,987,748

 

Accumulated depreciation and amortization

 

(436,252

)

(361,058

)

Investment in hotel properties, net

 

$

2,760,784

 

$

2,626,690

 

 

For the three and nine months ended September 30, 2011, depreciation and amortization expense related to investment in hotel properties was approximately $28.8 million and $90.8 million (excluding discontinued operations), respectively.  For the three and nine months ended September 30, 2010, depreciation and amortization expense related to investment in hotel properties was approximately $24.3 million and $69.8 million (excluding discontinued operations), respectively.

 

Impairment

 

During each of the three and nine month periods ended September 30, 2011 and 2010, the Company determined there was no impairment on its investment in hotels.

 

6.              Debt

 

Credit Facility

 

The Company, through the Operating Partnership, has an unsecured revolving credit facility that provides for maximum borrowings of up to $300.0 million.  The credit facility requires that a group of no less than fifteen of the Company’s hotel properties remain unencumbered by outstanding indebtedness.  The credit facility contains certain financial covenants relating to maximum leverage ratio, minimum fixed charge coverage ratio, minimum tangible net worth and maximum secured indebtedness.  If an event of default exists, under the terms of the credit facility, the Company is not permitted to make

 

10


 


Table of Contents

 

distributions to shareholders, other than those required to qualify for and maintain REIT status.  As of September 30, 2011, the Company was in compliance with all financial covenants.

 

The credit facility matures on June 20, 2014 and may be extended for an additional year, at the Company’s option.  In addition, the Company has the option to increase the revolving loan commitment to $450.0 million, subject to certain conditions (including consent of the lenders).  The Company incurred $3.0 million in deferred financing fees related to the credit facility.

 

Borrowings under the credit facility bear interest at variable rates equal to the London InterBank Offered Rate (“LIBOR”) plus an applicable margin.  The margin ranges from 2.25% to 3.25%, depending on the Company’s leverage ratio, as calculated under the terms of the credit facility.  The Company incurs an unused facility fee of between 0.30% and 0.40%, based on the amount by which the maximum borrowing amount exceeds the total principal balance of outstanding borrowings.

 

Under the terms of the credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders holding the credit facility.  The Company will incur a fee of 0.125% of the value of each standby letter of credit that is issued on its behalf.  Any outstanding standby letters of credit would reduce the available borrowings on the credit facility by a corresponding amount.  No standby letters of credit were outstanding at September 30, 2011. The Company also may borrow up to a maximum aggregate outstanding balance of $40.0 million of swingline loans.  Any outstanding swingline loans would reduce the available borrowings on the credit facility by a corresponding amount.  No swingline loans were outstanding at September 30, 2011.

 

The Company did not incur any interest expense on the credit facility for the three or nine months ended September 30, 2011. For both the three and nine months ended September 30, 2011, the Company incurred an unused commitment fee of approximately $0.3 million.  There were no borrowings outstanding at September 30, 2011.

 

RLJ Predecessor Credit Facility

 

Fund III, through wholly-owned subsidiaries, maintained a credit facility that provided for maximum borrowings of up to $200.0 million.  The credit facility was collateralized by Fund III’s partners’ committed and uncalled capital and was guaranteed by Fund III.  Borrowings under the credit facility bore interest at variable rates equal to the LIBOR plus a margin of 0.75%.  For both the three and nine months ended September 30, 2010, the weighted average interest rate for borrowings under the credit facility was approximately 1.00%.  There were no borrowings at September 30, 2011 since the credit facility matured on January 31, 2011.

 

Fund III incurred interest expense related to the credit facility of approximately $0.2 million and $0.8 million for the three and nine months ended September 30, 2010.  No interest expense related to the credit facility was incurred for either the three or nine months ended September 30, 2011.  Additionally, there was an unused commitment fee of 0.15% of the unused portion of the credit facility.  For the three and nine months ended September 30, 2011, Fund III incurred an unused commitment fee of approximately zero and $12,000, respectively.  For the three and nine months ended September 30, 2010, Fund III incurred an unused commitment fee of approximately $39,000 and $0.1 million, respectively.

 

A letter of credit was issued on Fund III’s behalf (now by the Company) with a value of approximately $1.9 million related to securing a swap agreement on certain variable rate mortgages.  No balances were drawn on this letter of credit as of September 30, 2011 or December 31, 2010.

 

At December 31, 2010, Fund III had approximately $198.1 million available for borrowing.

 

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Table of Contents

 

Mortgage Loans

 

As of September 30, 2011 and December 31, 2010, the Company was subject to the following mortgage loans (in thousands):

 

 

 

Number

 

Interest rate at

 

 

 

 

 

 

 

 

 

of Assets

 

September 30,

 

Maturity

 

Principal balance at,

 

Lender

 

Encumbered

 

2011 (1)

 

Date

 

September 30, 2011

 

December 31, 2010

 

Keybank (2)

 

6

 

1.47

%(3)

April 2012

 

$

48,000

 

$

48,000

 

State Street Bank (2)

 

 

 

2.98

%(3)

April 2012

 

37,000

 

37,000

 

Wells Fargo

 

1

 

4.25

%(4)

June 2013(5)

 

60,000

 

60,000

 

Wells Fargo

 

1

 

5.50

%(4)

Oct 2013(5)

 

40,000

 

40,000

 

Wells Fargo

 

1

 

5.50

%(4)

Oct 2013(5)

 

31,000

 

31,000

 

Wells Fargo

 

1

 

4.90

%(6)

Dec 2013(5)

 

150,000

 

150,000

 

Blackstone

 

 

 

10.75

%(6)

Dec 2013(5)

 

50,000

 

50,000

 

Capmark Financial Group

 

1

 

6.12

%

April 2015

 

4,357

 

4,446

 

Capmark Financial Group

 

1

 

5.50

%

May 2015

 

5,014

 

5,123

 

Capmark Financial Group

 

1

 

5.55

%

May 2015

 

11,742

 

11,997

 

Capmark Financial Group

 

1

 

5.55

%

June 2015

 

5,094

 

5,205

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

2,661

 

2,718

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

4,368

 

4,462

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

10,181

 

10,400

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

9,086

 

9,282

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

8,142

 

8,317

 

Barclay’s Bank

 

1

 

5.60

%

June 2015

 

5,645

 

5,751

 

Barclay’s Bank

 

1

 

5.60

%

June 2015

 

8,771

 

8,956

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

5,335

 

5,450

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

35,371

 

36,135

 

Barclay’s Bank

 

1

 

5.60

%

June 2015

 

6,717

 

6,861

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

5,986

 

6,116

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

6,880

 

7,028

 

Barclay’s Bank

 

1

 

5.60

%

June 2015

 

8,764

 

8,952

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

6,870

 

7,018

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

7,562

 

7,724

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

6,880

 

7,028

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

7,853

 

8,023

 

Barclay’s Bank

 

1

 

5.55

%

June 2015

 

9,855

 

10,068

 

Capmark Financial Group

 

1

 

5.50

%

July 2015

 

6,933

 

7,083

 

Barclay’s Bank

 

1

 

5.44

%

Sept 2015

 

11,304

 

11,547

 

Merrill Lynch

 

1

 

6.29

%

July 2016

 

9,321

 

9,403

 

Merrill Lynch

 

1

 

6.29

%

July 2016

 

5,558

 

5,605

 

Merrill Lynch

 

1

 

6.29

%

July 2016

 

7,802

 

7,871

 

Merrill Lynch

 

1

 

6.29

%

July 2016

 

9,336

 

9,416

 

Wachovia Securities

 

43

 

6.29

%

July 2016

 

494,770

 

499,132

 

Wachovia Securities

 

1

 

6.29

%

July 2016

 

6,683

 

6,742