INVESTMENT IN HOTEL PROPERTIES, NET | INVESTMENT IN HOTEL PROPERTIES, NET Investment in Hotel Properties, net Investment in hotel properties, net at September 30, 2018 and December 31, 2017 is as follows (in thousands): September 30, 2018 December 31, 2017 Land $ 290,782 $ 272,932 Hotel buildings and improvements 1,899,906 1,868,273 Intangible assets 22,064 22,764 Construction in progress 20,219 12,464 Furniture, fixtures and equipment 189,457 174,126 2,422,428 2,350,559 Less - accumulated depreciation and amortization (339,823 ) (291,067 ) $ 2,082,605 $ 2,059,492 Recently Developed Properties We completed the development and commenced operations of the new 168 -guestroom Hyatt House Across From Orlando Universal Resort™ on June 27, 2018. The total construction cost for this hotel was $32.7 million , excluding land that we acquired in a prior-year transaction. The carrying amount for this hotel includes internal capitalized costs of $1.6 million . Total costs of $37.1 million , including the carrying amount of the land, were reclassified as Investment in hotel properties, net upon completion of construction. Asset Sales On September 28, 2018, we sold the Hyatt Place in Fort Myers, FL and adjacent land for $16.5 million . The sale of this property resulted in the realization of a net gain of $2.2 million during the three and nine months ended September 30, 2018. On July 24, 2018, we completed the sale of three hotel properties, the Hilton Garden Inn - Smyrna, TN, the Hampton Inn & Suites - Smyrna, TN, and the Hyatt Place Phoenix North - Phoenix, AZ, for an aggregate sales price of $46.5 million . The sales of these three properties resulted in the realization of an aggregate net gain of $23.0 million during the three and nine months ended September 30, 2018. The proceeds from these sales were used to complete a 1031 Exchange, which resulted in the deferral of taxable gains of $22.2 million . On June 29, 2018, we sold the Holiday Inn Express & Suites in Sandy, UT and the Hampton Inn in Provo, UT, for an aggregate selling price of $19.0 million . On June 29, 2018 we also sold the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA for an aggregate selling price of $24.9 million . The sales of these four properties resulted in the realization of an aggregate net gain of $17.4 million during the nine months ended September 30, 2018. We provided seller financing of $3.6 million , on the sale of the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA, under two three-and-a-half-year second mortgage notes with a blended interest rate of 7.38% . On July 21, 2017, we completed the sale of three hotel properties in Fort Worth, TX for an aggregate sales price of $27.8 million , resulting in a net gain of $8.1 million during the three and nine months ended September 30, 2017. The proceeds from this sale were used to complete a 1031 Exchange, which resulted in the deferral of taxable gains of $8.6 million . On June 2, 2017, we completed the sale of the Courtyard by Marriott in El Paso, TX for $11.2 million . The sale of this property resulted in the realization of a net gain of $0.4 million during the nine months ended September 30, 2017. On April 27, 2017, we completed the sale of seven hotels to Hospitality Investors Trust, Inc. ("HIT") for a total purchase price of $66.8 million , resulting in a net gain of $16.0 million during the nine months ended September 30, 2017. On March 30, 2017, we completed the sale of the Hyatt Place in Atlanta, GA for $14.5 million and repaid a related mortgage loan totaling $6.5 million . The sale of this property resulted in the realization of a net gain of $4.8 million during the nine months ended September 30, 2017. Dispositions to Affiliates of Hospitality Investors Trust, Inc. (formerly American Realty Capital Hospitality Trust, Inc.) On June 8, 2015, we entered into multiple sales agreements with affiliates of HIT for the sale of a portfolio of hotels to HIT. The agreements were modified on various occasions between 2015 and 2017 such that we sold 23 hotels containing 2,448 guestrooms to HIT in three tranches over that time period for a combined price of approximately $325.1 million (collectively, the “HIT Sale”) as follows (dollars in thousands): Tranche Closing Date Hotels Sold Sales Price 1 October 2015 10 $ 150,000 2 February 2016 6 108,300 3 April 2017 7 66,800 23 $ 325,100 In connection with the HIT Sale, the Operating Partnership entered into a loan agreement with HIT, as borrower, which provided for a loan by us to HIT in the amount of $27.5 million (the “Loan”). The proceeds of the Loan were applied by HIT as follows: (i) $20.0 million was applied toward the payment of a portion of the $108.3 million purchase price for six hotels acquired in the second tranche; and (ii) the remaining $7.5 million was applied by HIT to fund the escrow deposit required for the purchase of hotels in the third tranche. We deferred $20.0 million of gain from the sale of the hotels in the second tranche as a result of the Loan structure. We recognized the deferred gain as principal payments on the Loan were received, and we recognized the final $15.0 million of gain when the Loan was paid in full on March 31, 2017. Hotel Property Acquisitions A summary of the hotel properties acquired during the nine months ended September 30, 2018 and 2017 is as follows (in thousands): Date Acquired Franchise/Brand Location Guestrooms Purchase For the nine months ended September 30, 2018 September 12, 2018 Residence Inn by Marriott Boston (Watertown), MA 150 $ 71,000 150 $ 71,000 (1) For the nine months ended September 30, 2017 March 1, 2017 Homewood Suites Aliso Viejo (Laguna Beach), CA 129 $ 38,000 March 30, 2017 Hyatt Place Phoenix (Mesa), AZ 152 22,200 May 23, 2017 Courtyard by Marriott Fort Lauderdale, FL 261 85,000 June 9, 2017 Courtyard by Marriott Charlotte, NC 181 56,250 June 21, 2017 Courtyard by Marriott Fort Worth, TX 203 40,000 June 21, 2017 Courtyard by Marriott Kansas City, MO 123 24,500 June 21, 2017 Courtyard by Marriott Pittsburgh, PA 182 42,000 June 21, 2017 Hampton Inn & Suites Baltimore, MD 116 18,000 June 21, 2017 Residence Inn by Marriott Baltimore, MD 188 38,500 July 13, 2017 AC Hotel by Marriott Atlanta, GA 255 57,500 1,790 $ 421,950 (2) (1) The net assets acquired totaled $71.0 million due to the purchase at settlement of $0.1 million of net working capital liabilities and capitalized transaction costs of $0.1 million . (2) The net assets acquired totaled $424.8 million due to the purchase at settlement of $0.6 million of net working capital assets and capitalized transaction costs of $2.2 million . The allocation of the aggregate purchase prices to the fair value of assets and liabilities acquired for the above acquisitions is as follows (in thousands): For the Nine Months Ended September 30, 2018 2017 Land $ 25,083 $ 63,339 Hotel buildings and improvements 42,676 328,395 Intangible assets — 16,162 Furniture, fixtures and equipment 3,300 16,294 Other assets 185 1,937 Total assets acquired 71,244 426,127 Less - other liabilities assumed (242 ) (1,354 ) Net assets acquired $ 71,002 $ 424,773 All hotel purchases completed in 2018 and 2017 were deemed to be the acquisition of assets. Therefore, acquisition costs related to these transactions have been capitalized as part of the recorded amount of the acquired assets. The results of operations of acquired hotel properties are included in the Condensed Consolidated Statements of Operations beginning on their respective acquisition dates. The following unaudited pro forma information includes operating results for 77 hotels owned as of September 30, 2018 as if all such hotels had been owned by us since January 1, 2017. For hotels acquired by us after January 1, 2017 (the "Acquired Hotels"), we have included in the pro forma information the financial results of each of the Acquired Hotels for the period from January 1, 2017 to the date the Acquired Hotels were purchased by us (the "Preacquisition Period"). The financial results for the Pre-Acquisition Period were provided by the third-party owner of such Acquired Hotel prior to purchase by us and such information has not been audited or reviewed by our auditors or adjusted by us. For hotels sold by us between January 1, 2017 and September 30, 2018 (the "Disposed Hotels"), the unaudited pro forma information excludes the financial results, including gains on disposal of assets, of each of the Disposed Hotels for the period of ownership by us from January 1, 2017 through the date that the Disposed Hotels were sold by us. The unaudited pro forma information is included to enable comparison of results for the current reporting period to results for the comparable period of the prior year and is not indicative of what actual results of operations would have been had the hotel acquisitions and dispositions taken place on or before January 1, 2017. The pro forma amounts exclude the gain or loss on the sale of hotel properties during the three and nine months ended September 30, 2017 and 2018, respectively. This information does not purport to be indicative of or represent results of operations for future periods. The unaudited condensed pro forma financial information for the 77 hotel properties owned at September 30, 2018 for the three and nine months ended September 30, 2018 and 2017 is as follows (in thousands, except per share): For the For the 2018 2017 2018 2017 Revenues $ 143,609 $ 140,582 $ 424,745 $ 414,604 Income from hotel operations $ 53,423 $ 53,515 $ 158,869 $ 158,756 Net income (1) $ 14,142 $ 17,539 $ 43,113 $ 64,416 Net income attributable to common stockholders, net of amount allocated to participating securities (1) (2) $ 10,280 $ 13,225 $ 26,546 $ 51,317 Basic and diluted net income per share attributable to common stockholders (1) (2) $ 0.10 $ 0.13 $ 0.26 $ 0.52 (1) Pro forma amounts include depreciation expense, property tax expense, interest expense, income tax expense, and other corporate expenses totaling $48.0 million and $43.4 million for the three months ended September 30, 2018 and 2017, respectively, and $145.2 million and $118.5 million for the nine months ended September 30, 2018 and 2017, respectively. (2) Pro forma amounts for the nine months ended September 30, 2018 include the effect of the premium on redemption of preferred stock of $3.3 million . Assets Held for Sale Assets held for sale at September 30, 2018 and December 31, 2017 included land parcels in Spokane, W A a nd Flagstaff, AZ. The land in Spokane, WA is under contract for sale and is expected to close in the fourth quarter of 2018. |