Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common shares began trading on the NYSE on December 9, 2009 under the symbol “PEB”.
Shareholder Information
On February 18, 2021, there were 67 holders of record of our common shares. However, because the vast majority of our common shares are held by brokers and other institutions on behalf of shareholders, we believe that there are considerably more beneficial holders of our common shares than record holders.
The following graph provides a comparison of the cumulative total return on our common shares from December 31, 2015, to the NYSE closing price per share on December 31, 2020, with the cumulative total return on the Russell 2000 Index (the “Russell 2000 Index”) and the FTSE National Association of Real Estate Investment Trusts Equity REITs Index (the “FTSE NAREIT Equity Index”) for the same period. Total return values were calculated assuming a $100 investment on December 31, 2015 with reinvestment of all dividends in (i) our common shares, (ii) the Russell 2000 Index and (iii) the FTSE NAREIT Equity Index. The total return values do not include any dividends declared, but not paid, during the period.
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The actual returns shown on the graph above are as follows:
Name Value of Initial
Investment at
December 31,
2015 Value of
Investment at
December 31,
2016 Value of
Investment at
December 31,
2017 Value of
Investment at
December 31,
2018 Value of
Investment at
December 31,
2019 Value of
Investment at
December 31,
2020
Pebblebrook Hotel Trust $ 100.00 $ 112.26 $ 146.75 $ 116.67 $ 116.54 $ 81.97
Russell 2000 Index $ 100.00 $ 121.28 $ 139.02 $ 123.69 $ 155.21 $ 186.15
FTSE NAREIT Equity Index $ 100.00 $ 108.87 $ 118.31 $ 113.50 $ 146.01 $ 138.60
Distributions
Distributions to the extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a shareholder as ordinary income. Distributions in excess of current and accumulated earnings and profits generally will be treated as a nontaxable reduction of the shareholder's basis in such shareholder's shares, to the extent thereof, and thereafter as taxable capital gain. Distributions that are treated as a reduction of the shareholder's basis in its shares will have the effect of increasing the amount of gain, or reducing the amount of loss, recognized upon the sale of the shareholder's shares.
The declaration of distributions by our company is in the sole discretion of our board of trustees and depends on our actual cash flow, financial condition, capital expenditure requirements for our hotels, the annual distributions requirements under the REIT provisions of the Code and such other factors as our board of trustees deems relevant.
Under the terms of the agreements governing our outstanding debt, as amended as a result of the adverse financial effects of the COVID-19 pandemic on our business, we are currently prohibited from making distributions on our common shares above $0.01 per share unless necessary to maintain our status as a REIT for U.S. federal income tax purposes.
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For income tax purposes, distributions paid per share were characterized as follows:
2020 2019 2018
Amount % Amount % Amount %
Common Shares:
Ordinary non-qualified income $ — — % $ 0.5609 30.03 % $ 1.2040 77.57 %
Qualified dividend — — % 0.0069 0.37 % 0.3482 22.43 %
Capital gain 0.0100 33.33 % 1.3000 69.60 % — — %
Return of capital 0.0200 66.67 % — — % — — %
Total $ 0.0300 100.00 % $ 1.8678 100.00 % $ 1.5522 100.00 %
Series C Preferred Shares:
Ordinary non-qualified income $ — — % $ 0.6100 30.03 % $ 1.2605 77.57 %
Qualified dividend — — % 0.0075 0.37 % 0.3645 22.43 %
Capital gain 0.4063 33.34 % 1.4138 69.60 % — — %
Return of capital 0.8125 66.66 % — — % — — %
Total $ 1.2188 100.00 % $ 2.0313 100.00 % $ 1.6250 100.00 %
Series D Preferred Shares:
Ordinary non-qualified income $ — — % $ 0.5982 30.03 % $ 1.2363 77.57 %
Qualified dividend — — % 0.0074 0.37 % 0.3575 22.43 %
Capital gain 0.3984 33.33 % 1.3866 69.60 % — — %
Return of capital 0.7969 66.67 % — — % — — %
Total $ 1.1953 100.00 % $ 1.9922 100.00 % $ 1.5938 100.00 %
Series E Preferred Shares: (1)
Ordinary non-qualified income $ — — % $ 0.5982 30.03 % $ — — %
Qualified dividend — — % 0.0074 0.37 % — — %
Capital gain 0.3984 33.33 % 1.3866 69.60 % — — %
Return of capital 0.7969 66.67 % — — % — — %
Total $ 1.1953 100.00 % $ 1.9922 100.00 % $ — — %
Series F Preferred Shares: (1)
Ordinary non-qualified income $ — — % $ 0.5912 30.03 % $ — — %
Qualified dividend — — % 0.0073 0.37 % — — %
Capital gain 0.3938 33.34 % 1.3703 69.60 % — — %
Return of capital 0.7875 66.66 % — — % — — %
Total $ 1.1813 100.00 % $ 1.9688 100.00 % $ — — %
(1) Issued upon completion of our merger with LaSalle on November 30, 2018.
Of the common distribution declared on December 15, 2017 and paid on January 12, 2018, $0.3800 was treated as a 2018 distribution for tax purposes. The preferred share distributions declared on December 15, 2017 and paid on January 12, 2018, were treated as 2018 distributions for tax purposes.
Of the common distributions declared on November 19, 2018 and December 14, 2018 and both paid on January 15, 2019, $0.3478 was treated as a 2019 distribution for tax purposes. The preferred share distributions declared on December 14, 2018 and paid on January 15, 2019, $0.4063 of Series C, $0.3984 of Series D, $0.3984 of Series E, and $0.3938 of Series F were treated as 2019 distributions for tax purposes.
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Of the common distribution declared on December 16, 2019 and paid on January 15, 2020, $0.3800 was treated as a 2019 distribution for tax purposes. The preferred share distributions declared on December 16, 2019 and paid on January 15, 2020 were treated as 2019 distributions for tax purposes.
Of the common distribution declared on December 15, 2020 and paid on January 15, 2021, $0.0100 will be treated as a 2021 distribution for tax purposes. The preferred share distributions declared on December 15, 2020 and paid on January 15, 2021 will be treated as 2021 distributions for tax purposes.
Securities Authorized for Issuance Under Equity Compensation Plan
The following table sets forth information regarding securities authorized for issuance under our equity compensation plan, our 2009 Equity Incentive Plan, as amended and restated, as of December 31, 2020. See Note 8 to the accompanying consolidated financial statements for additional information regarding our 2009 Equity Incentive Plan.
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders
— — 1,199,767
Equity compensation plans not approved by security holders — — —
Total — — 1,199,767
During the year ended December 31, 2020, certain of our employees chose to have us acquire from such employees an aggregate of 47,507 common shares to pay taxes due upon vesting of restricted common shares granted pursuant to share award agreements. The average price paid by the Company for these shares was $26.43 per share.
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2020 - October 31, 2020 — $ — — $ —
November 1, 2020 - November 30, 2020 — $ — — $ —
December 1, 2020 - December 31, 2020 — $ — — $ —
Total — $ — — $ 56,600,000
_____________________________
(1) Amounts in this column represent common shares sold to the Company as payment of tax withholding due upon vesting of equity awards.
(2) On February 22, 2016, we announced that our board of trustees authorized a share repurchase program of up to $150.0 million of our outstanding common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. As of December 31, 2020, $56.6 million of common shares remained available for repurchase under this program.
On July 27, 2017, we announced that our board of trustees authorized a new share repurchase program of up to $100.0 million of our outstanding common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon the completion of the $150.0 million share repurchase program.
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Item 6. Selected Financial Data.
The following table includes selected historical financial information which has been derived from the audited consolidated financial statements. The following information should be read in conjunction with “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Consolidated Financial Statements and Supplementary Data” and all of the financial statements and notes included elsewhere in this Annual Report on Form 10-K.
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For the year ended December 31,
2020 2019 2018 2017 2016
(In thousands, except share and per-share data)
Revenues:
Room $ 287,439 $ 1,103,947 $ 565,107 $ 532,288 $ 568,867
Food and beverage 95,892 370,584 199,089 182,737 191,857
Other operating 59,557 137,682 64,482 54,292 55,697
Total revenues 442,888 1,612,213 828,678 769,317 816,421
Expenses:
Hotel operating expenses:
Room 91,771 275,855 143,171 134,068 137,312
Food and beverage 77,698 260,278 136,845 123,213 126,957
Other direct and indirect 209,957 438,035 231,818 210,692 219,655
Total hotel operating expenses 379,426 974,168 511,834 467,973 483,924
Depreciation and amortization 224,560 234,880 108,475 102,290 102,439
Real estate taxes, personal property taxes, property insurance and ground rent 114,333 125,013 54,191 48,500 50,488
General and administrative 45,158 34,047 20,945 20,062 24,712
Transaction costs 10,544 8,679 75,049 71 193
Impairment loss 74,556 — — 1,049 12,148
(Gain) loss on sale of hotel properties (117,401) (2,819) 2,147 (14,877) (40,690)
(Gain) loss and other operating expenses 4,421 8,903 (10,935) 8,869 3,200
Total operating expenses 735,597 1,382,871 761,706 633,937 636,414
Operating income (loss) (292,709) 229,342 66,972 135,380 180,007
Interest expense (104,098) (108,474) (53,923) (37,299) (43,615)
Other 517 29 2,078 2,362 2,278
Equity in earnings (loss) of joint venture — — — — (64,842)
Income (loss) before income taxes (396,290) 120,897 15,127 100,443 73,828
Income tax (expense) benefit 3,697 (5,172) (1,742) (181) 134
Net income (loss) (392,593) 115,725 13,385 100,262 73,962
Net income (loss) attributable to non-controlling interests (864) 283 (8) 374 258
Net income (loss) attributable to the Company (391,729) 115,442 13,393 99,888 73,704
Distributions to preferred shareholders (32,556) (32,556) (17,466) (16,094) (19,662)
Issuance costs of redeemed preferred shares — — — — (7,090)
Net income (loss) attributable to common shareholders $ (424,285) $ 82,886 $ (4,073) $ 83,794 $ 46,952
Net income (loss) per share available to common shareholders, basic $ (3.25) $ 0.63 $ (0.06) $ 1.20 $ 0.65
Net income (loss) per share available to common shareholders, diluted $ (3.25) $ 0.63 $ (0.06) $ 1.19 $ 0.64
Weighted-average number of common shares, basic 130,610,015 130,471,670 74,286,307 69,591,973 71,901,499
Weighted-average number of common shares, diluted 130,610,015 130,718,306 74,286,307 69,984,837 72,373,242
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As of December 31,
2020 2019 2018 2017 2016
(In thousands)
Balance Sheet Data:
Investment in hotel properties, net $ 5,882,022 $ 6,332,587 $ 6,534,193 $ 2,456,450 $ 2,672,654
Ground lease asset — — 199,745 29,037 29,627
Cash and cash equivalents 124,274 30,098 83,366 25,410 33,410
Total assets 6,076,366 6,498,555 6,978,348 2,590,868 2,809,259
Debt 2,280,471 2,229,220 2,746,898 885,237 996,251
Total shareholders' equity 3,257,337 3,621,208 3,759,835 1,498,901 1,605,684
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.