Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Hospitality Investors Trust, Inc. | |
Entity Central Index Key | 1,583,077 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 39,343,604 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate investments: | ||
Land | $ 338,469 | $ 341,651 |
Buildings and improvements | 1,944,814 | 1,921,396 |
Furniture, fixtures and equipment | 251,893 | 226,242 |
Total real estate investments | 2,535,176 | 2,489,289 |
Less: accumulated depreciation and amortization | (324,770) | (257,592) |
Total real estate investments, net | 2,210,406 | 2,231,697 |
Cash and cash equivalents | 82,705 | 55,736 |
Assets held for sale | 0 | 5,586 |
Restricted cash | 27,743 | 63,444 |
Investments in unconsolidated entities | 3,597 | 3,649 |
Below-market lease asset, net | 9,130 | 9,428 |
Prepaid expenses and other assets | 38,938 | 36,705 |
Goodwill | 14,408 | 14,408 |
Total Assets | 2,386,927 | 2,420,653 |
LIABILITIES, NON-CONTROLLING INTEREST AND EQUITY | ||
Mortgage notes payable, net | 1,504,524 | 1,495,777 |
Promissory notes payable, net | 0 | 1,000 |
Mandatorily redeemable preferred securities, net | 219,362 | 233,058 |
Accounts payable and accrued expenses | 77,647 | 67,452 |
Total Liabilities | 1,801,533 | 1,797,287 |
Commitments and Contingencies | ||
Contingently Redeemable Class C Units in operating partnership; 11,619,210 and 9,507,892 units issued and outstanding, respectively ($171,383 and $140,241 liquidation preference, respectively) | 160,336 | 128,044 |
Stockholders' Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, one share issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 39,343,604 and 39,505,742 shares issued and outstanding, respectively | 393 | 395 |
Additional paid-in capital | 871,755 | 871,840 |
Deficit | (449,690) | (379,559) |
Total equity of Hospitality Investors Trust, Inc. stockholders | 422,458 | 492,676 |
Non-controlling interest - consolidated variable interest entity | 2,600 | 2,646 |
Total Stockholders' Equity | 425,058 | 495,322 |
Total Liabilities, Contingently Redeemable Class C Units, and Stockholders' Equity | $ 2,386,927 | $ 2,420,653 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Contingently redeemable class c units in operating partnership, shares issued (in shares) | 11,619,210 | 9,507,892 |
Contingently redeemable class c units in operating partnership, shares outstanding (in shares) | 11,619,210 | 9,507,892 |
Contingently redeemable class c units in operating partnership, liquidation preference | $ 171,383 | $ 140,241 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 1 | 1 |
Preferred stock, outstanding (in shares) | 1 | 1 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 39,343,604 | 39,505,742 |
Common stock, outstanding (in shares) | 39,343,604 | 39,505,742 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | ||||
Total revenue | $ 160,325 | $ 167,241 | $ 465,118 | $ 477,956 |
Operating expenses | ||||
Management fees | 4,331 | 4,606 | 12,718 | 19,649 |
Other property-level operating expenses | 61,798 | 64,787 | 183,010 | 185,210 |
Acquisition and transaction related costs | 0 | 0 | 27 | 498 |
General and administrative | 5,193 | 4,389 | 14,874 | 14,230 |
Depreciation and amortization | 28,446 | 26,464 | 83,070 | 78,519 |
Impairment of goodwill and long-lived assets | 0 | 5,396 | 17,255 | 22,838 |
Rent | 1,701 | 1,625 | 5,038 | 4,906 |
Total operating expenses | 144,468 | 150,633 | 440,888 | 450,274 |
Operating income | 15,857 | 16,608 | 24,230 | 27,682 |
Interest expense | (27,083) | (24,728) | (78,423) | (74,019) |
Other income | 134 | 15 | 247 | 52 |
Equity in earnings of unconsolidated entities | 199 | 231 | 101 | 381 |
Total other expenses, net | (26,750) | (24,482) | (78,075) | (73,586) |
Loss before taxes | (10,893) | (7,874) | (53,845) | (45,904) |
Income tax expense (benefit) | (112) | 1,105 | (1,022) | 1,538 |
Net loss and comprehensive loss | (10,781) | (8,979) | (52,823) | (47,442) |
Less: Net income attributable to non-controlling interest | 44 | 154 | 63 | 237 |
Net loss before dividends and accretion | (10,825) | (9,133) | (52,886) | (47,679) |
Deemed dividend related to beneficial conversion feature of Class C Units | 0 | 0 | 0 | (4,535) |
Dividends on Class C Units (cash and PIK) | (5,405) | (4,369) | (15,355) | (8,681) |
Accretion of Class C Units | (663) | (556) | (1,890) | (1,097) |
Net loss attributable to common stockholders | $ (16,893) | $ (14,058) | $ (70,131) | $ (61,992) |
Basic and Diluted net loss attributable to common stockholders per common share (in dollars per share) | $ (0.43) | $ (0.35) | $ (1.78) | $ (1.58) |
Basic and Diluted weighted average shares of common stock outstanding (in shares) | 39,336,099 | 39,611,261 | 39,444,858 | 39,346,904 |
Rooms | ||||
Revenues | ||||
Total revenue | $ 152,058 | $ 159,423 | $ 439,661 | $ 453,073 |
Operating expenses | ||||
Cost of services | 38,919 | 39,385 | 112,482 | 112,218 |
Food and beverage | ||||
Revenues | ||||
Total revenue | 4,707 | 4,607 | 14,906 | 15,174 |
Operating expenses | ||||
Cost of services | 4,080 | 3,981 | 12,414 | 12,206 |
Other | ||||
Revenues | ||||
Total revenue | $ 3,560 | $ 3,211 | $ 10,551 | $ 9,709 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Deficit | Total Equity of Hospitality Investors Trust, Inc. Stockholders | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2017 | 39,505,742 | 39,505,742 | ||||
Beginning balance at Dec. 31, 2017 | $ 495,322 | $ 395 | $ 871,840 | $ (379,559) | $ 492,676 | $ 2,646 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase and retirement of common stock (in shares) | (169,348) | |||||
Repurchase and retirement of common stock | (1,194) | $ (2) | (1,192) | (1,194) | ||
Net loss before dividends and accretion | (52,886) | (52,886) | (52,886) | |||
Net income attributable to non-controlling interest | 63 | 63 | ||||
Dividends paid or declared | (109) | (109) | ||||
Cash distributions on Class C Units | (9,213) | (9,213) | (9,213) | |||
Accretion on Class C Units | (1,890) | (1,890) | (1,890) | |||
PIK distributions on Class C Units | (6,142) | (6,142) | (6,142) | |||
Share-based payments (in shares) | 7,210 | |||||
Share-based payments | $ 1,107 | 1,107 | 1,107 | |||
Ending balance (in shares) at Sep. 30, 2018 | 39,343,604 | 39,343,604 | ||||
Ending balance at Sep. 30, 2018 | $ 425,058 | $ 393 | $ 871,755 | $ (449,690) | $ 422,458 | $ 2,600 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (52,823) | $ (47,442) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 83,070 | 78,519 |
Impairment of goodwill and long-lived assets | 17,255 | 22,838 |
Amortization and write-off of deferred financing costs | 9,421 | 8,194 |
Other adjustments, net | 1,675 | 284 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (3,858) | (2,751) |
Due to related parties | 0 | (2,879) |
Accounts payable and accrued expenses | 16,392 | 17,401 |
Net cash provided by operating activities | 71,132 | 74,164 |
Cash flows from investing activities: | ||
Payment received on note for sale of hotel | 1,625 | 0 |
Acquisition of hotel assets, net of cash received | 0 | (60,028) |
Real estate investment improvements and purchases of property and equipment | (85,189) | (56,995) |
Payments related to Property Management Transactions | (1,000) | (12,000) |
Other adjustments, net | 0 | 1,044 |
Proceeds from sale of hotel, net | 5,461 | 0 |
Net cash used in investing activities | (79,103) | (127,979) |
Cash flows from financing activities: | ||
Proceeds from Class C Units | 25,000 | 135,000 |
Repurchase of shares of common stock | (1,194) | 0 |
Payment of Class C Units issuance costs | (875) | (13,866) |
Dividends/Distributions paid | (9,322) | (5,567) |
Mandatorily redeemable preferred securities redemptions | (14,370) | (47,275) |
Repayment of Contingent Consideration | 0 | (4,620) |
Proceeds from mortgage notes payable | 0 | 1,101,000 |
Deferred financing fees | 0 | (19,672) |
Repayments of promissory and mortgage notes payable | 0 | (1,030,622) |
Net cash (used in) provided by financing activities | (761) | 114,378 |
Net change in cash and cash equivalents and restricted cash | (8,732) | 60,563 |
Cash and cash equivalents and restricted cash, beginning of period | 119,180 | 77,837 |
Cash and cash equivalents and restricted cash, end of period | 110,448 | 138,400 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 63,256 | 66,550 |
Income tax paid | 722 | 1,301 |
Non-cash investing and financing activities: | ||
Deemed dividend related to beneficial conversion feature of Class C Units | 0 | (4,535) |
Accretion of Class C Units | (1,890) | (1,097) |
PIK Accrual on Class C Units | (6,142) | (3,473) |
Waiver of obligation from Former Advisor | 0 | (5,822) |
Real estate investment improvements and purchases of property and equipment in accounts payable and accrued expenses | 8,205 | 6,571 |
Class B Units in operating partnership converted and redeemed for Common Stock | 0 | 7,659 |
Note payable to Former Property Manager | 0 | 2,000 |
Common stock issued to Former Property Manager | $ 0 | $ 4,076 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Hospitality Investors Trust, Inc. (the "Company") was incorporated on July 25, 2013 as a Maryland corporation and qualified as a real estate investment trust ("REIT") beginning with the taxable year ended December 31, 2014 . The Company was formed primarily to acquire lodging properties in the midscale limited service, extended stay, select service, upscale select service, and upper upscale full service segments within the hospitality sector. As of September 30, 2018 , the Company had acquired or had an interest in a total of 144 hotels with a total of 17,320 guest rooms located in 33 states. As of September 30, 2018 , all but one of these hotels operated under a franchise or license agreement with a national brand owned by one of Hilton Worldwide, Inc., Marriott International, Inc., Hyatt Hotels Corporation, and Intercontinental Hotels Group or one of their respective subsidiaries or affiliates. As of September 30, 2018 , 79 of the hotel assets the Company has acquired were managed by Crestline Hotels & Resorts, LLC ("Crestline") and 65 of the hotel assets the Company has acquired were managed by other property managers. As of September 30, 2018 , the Company’s other property managers were Hampton Inns Management LLC and Homewood Suites Management LLC, affiliates of Hilton Worldwide Holdings Inc. ( 38 hotels), InnVentures IVI, LP ( 2 hotels), McKibbon Hotel Management, Inc. ( 21 hotels) and Larry Blumberg & Associates, Inc. ( 4 hotels). Following the suspension of the Company’s initial public offering (the “IPO” or the “Offering”) in 2015, the Company’s primary business objective has been a focus on meeting its capital requirements and on maximizing the value of its existing portfolio by continuing to invest in its hotels, primarily through brand-mandated property improvement plans (“PIPs”), and through intensive asset management. In January 2017, the Company suspended paying distributions to its stockholders entirely and suspended its Distribution Reinvestment Program (the “DRIP”) in connection with its entry into a Securities Purchase, Voting and Standstill Agreement (the "SPA") with Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the "Brookfield Investor). Currently, under the Brookfield Approval Rights (as defined below), prior approval is required before the Company can declare or pay any distributions or dividends to its common stockholders, except for cash distributions equal to or less than $0.525 per annum per share. On April 23, 2018, the Company's board of directors approved an updated estimated net asset value per share of common stock ("Estimated Per-Share NAV") equal to $13.87 based on an estimated fair value of the Company’s assets less the estimated fair value of the Company’s liabilities, divided by 39,505,742 shares of common stock outstanding on a fully diluted basis as of December 31, 2017. It is currently anticipated that the Company will publish an updated Estimated Per-Share NAV on at least an annual basis. On January 7, 2017 , the third anniversary of the commencement of the IPO, the IPO terminated in accordance with its terms. On January 12, 2017 , the Company along with its operating partnership, Hospitality Investors Trust Operating Partnership, L.P. (the "OP"), entered into (i) the SPA with the Brookfield Investor, as well as related guarantee agreements with certain affiliates of the Brookfield Investor, and (ii) a Framework Agreement (the “Framework Agreement”) with the Company’s former advisor, American Realty Capital Hospitality Advisors, LLC (the "Former Advisor"), the Company’s former property managers, American Realty Capital Hospitality Properties, LLC and American Realty Capital Hospitality Grace Portfolio, LLC (together, the “Former Property Manager”), Crestline, then an affiliate of the Former Advisor and the Former Property Manager, American Realty Capital Hospitality Special Limited Partnership, LLC (the “Former Special Limited Partner”), another affiliate of the Former Advisor and the Former Property Manager, and, for certain limited purposes, the Brookfield Investor. On March 31, 2017 , the initial closing under the SPA (the “Initial Closing”) occurred and various transactions and agreements contemplated by the SPA were consummated and executed, including but not limited to: • the sale by the Company and purchase by the Brookfield Investor of one share of a new series of preferred stock designated as the Redeemable Preferred Share, par value $0.01 per share (the “Redeemable Preferred Share”), for a nominal purchase price; and • the sale by the Company and purchase by the Brookfield Investor of 9,152,542.37 units of a new class of units of limited partnership in the OP entitled "Class C Units" (the “Class C Units”), for a purchase price of $14.75 per Class C Unit, or $135.0 million in the aggregate. On February 27, 2018 , the second closing under the SPA (the “Second Closing”) occurred, pursuant to which the Company sold 1,694,915.25 additional Class C Units to the Brookfield Investor, for a purchase price of $14.75 per Class C Unit, or $25.0 million in the aggregate. Subject to the terms and conditions of the SPA, the Company has the right to sell, and the Brookfield Investor has agreed to purchase, additional Class C Units in an aggregate amount of up to $240.0 million at subsequent closings (each, a "Subsequent Closing") that may occur through February 2019. The Subsequent Closings are subject to conditions, and there can be no assurance they will be completed on their current terms, or at all. Without obtaining the prior approval of the majority of the then outstanding Class C Units and/or at least one of the two directors (each, a "Redeemable Preferred Director") elected to the Company’s board of directors by the Brookfield Investor pursuant to its rights as the holder of the Redeemable Preferred Share, the Company is restricted from taking certain operational and governance actions. These restrictions (collectively referred to herein as the “Brookfield Approval Rights”) are subject to certain exceptions and conditions. See Note 3 - Brookfield Investment - Brookfield Approval Rights. The SPA also contains certain standstill and voting restrictions applicable to the Brookfield Investor and certain of its affiliates. Prior to the Initial Closing, the Company had no employees, and the Company depended on the Former Advisor to manage certain aspects of its affairs on a day-to-day basis pursuant to the advisory agreement with the Former Advisor (the “Advisory Agreement”). The Framework Agreement provides for the Company’s transition from an externally managed company with no employees of its own that is dependent on the Former Advisor and its affiliates to manage its day-to-day operations, to a self-managed company. The transactions contemplated by the Framework Agreement generally were consummated at, and as a condition to, the Initial Closing. At the Initial Closing, pursuant to the Framework Agreement, the Advisory Agreement was terminated. Substantially all of the Company’s business is conducted through the OP. Prior to the Initial Closing, the Company was the sole general partner and held substantially all of the units of limited partner interest in the OP entitled “OP Units” ("OP Units"). The Brookfield Investor holds all the issued and outstanding Class C Units which rank senior in payment of distributions and in the distribution of assets to the OP Units held by the Company, and BSREP II Hospitality II Special GP, OP LLC (the “Special General Partner”), an affiliate of the Brookfield Investor, is the special general partner of the OP, with certain non-economic rights that apply if the OP fails to redeem the Class C Units when required to do so, including the ability to commence selling the OP's assets until the Class C Units have been fully redeemed. As of September 30, 2018, the total liquidation preference of the issued and outstanding Class C Units was $171.4 million . See Note 3 - Brookfield Investment for additional information regarding the Redeemable Preferred Share, the Class C Units, and the Brookfield Approval Rights. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying consolidated financial statements of the Company included herein were prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP"). The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These adjustments are considered to be of a normal, recurring nature. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as percentage ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Investments The Company allocates the purchase price of properties acquired in real estate investments to tangible and identifiable intangible assets acquired based on their respective fair values at the date of acquisition. Tangible assets include land, land improvements, buildings and furniture, fixtures and equipment. The Company utilizes various estimates, processes and information to determine the property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and furniture, fixtures and equipment are based on purchase price allocation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets and liabilities, as applicable, are typically related to contracts, including operating lease agreements, ground lease agreements and hotel management agreements, which are recorded at fair value. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Prior to January 1, 2018, the Company's acquisitions of hotel properties were accounted for as acquisitions of existing businesses, and all transaction costs associated with the acquisitions, were expensed as incurred. As a result of a change in applicable GAAP guidance, beginning January 1, 2018, the Company's acquisitions of hotel properties are anticipated to be accounted for as acquisitions of groups of assets rather than business combinations, although the determination will be made on a transaction-by-transaction basis. If the Company concludes that an acquisition will be accounted for as a group of assets, the transaction costs associated with the acquisition will be capitalized as part of the assets acquired. The Company's investments in real estate, including transaction costs, that are not considered to be business combinations under GAAP are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation of the Company's long-lived assets is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for furniture, fixtures and equipment, and the shorter of the useful life or the remaining lease term for leasehold interests. The Company is required to make subjective assessments as to the useful lives of the Company’s assets for purposes of determining the amount of depreciation to record on an annual basis with respect to the Company’s investments in real estate. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s investments in real estate, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. Below-Market Lease The below-market lease intangible is based on the difference between the market rent and the contractual rent for the Company's ground lease obligations, and is discounted to a present value using an interest rate reflecting the Company's assessment of the risk associated with the leases acquired (See Note 4 - Leases). Acquired lease intangible assets are amortized over the remaining lease term. The amortization of a below-market lease is recorded as an increase to rent expense on the Consolidated Statements of Operations and Comprehensive Loss. Impairment of Long-Lived Assets When circumstances indicate the carrying amount of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on a comparison of the carrying amount to an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. The estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition and other factors. If impairment exists, due to the inability to recover the carrying amount of a property, an impairment loss will be recorded to the extent that the carrying amount exceeds the estimated fair value of the property. The Company recognized an impairment loss of $5.4 million on the sale of three of the four hotels classified as assets held for sale during the three months ended September 30, 2017. No impairment loss was recognized on the Company's long-lived assets during the three months ended September 30, 2018. During the nine months ended September 30, 2018 and 2017, the Company recognized $17.3 million and $6.8 million in impairment loss on its long-lived assets, respectively. See Note 16 - Impairments. Assets Held for Sale (Long Lived-Assets) When the Company initiates the sale of long-lived assets, it assesses whether the assets meet the criteria to be considered assets held for sale. The review is based on whether the following criteria are met: • Management and the Company's board of directors have committed to a plan to sell the asset group; • The subject assets are available for immediate sale in their present condition; • The Company is actively locating buyers as well as other initiatives required to complete the sale; • The sale is probable and the transfer is expected to qualify for recognition as a complete sale in one year; • The long-lived asset is being actively marketed for sale at a price that is reasonable in relation to fair value; and • Actions necessary to complete the plan indicate it is unlikely significant changes will be made to the plan or the plan will be withdrawn. If all the criteria are met, a long-lived asset held for sale is measured at the lower of its carrying amount or fair value less cost to sell, and the Company will cease recording depreciation. Any adjustment to the carrying amount is recorded as an impairment loss. The Company did not have any hotels that qualified as an asset held for sale at September 30, 2018. The Company had four hotels that were classified as held for sale as of September 30, 2017, three of which were sold during the fourth quarter of 2017 and one of which was sold during the first quarter of 2018. Goodwill The Company allocates goodwill to each reporting unit. For the Company’s purposes, each of its wholly-owned hotels is considered a reporting unit. The Company tests goodwill for impairment at least annually, or upon the occurrence of any "triggering events" if sooner. During the three months ended March 31, 2018, the Company changed the date of its annual goodwill impairment testing from June 30 to March 31 of each year. The change was made to align the timing of the Company's annual goodwill impairment test with the determination of Estimated Per-Share NAV, each of which includes a fair value assessment of the Company's hotel properties. Upon the occurrence of any "triggering events," the Company is required to compare the fair value of each reporting unit to which goodwill has been allocated, to the carrying amount of such reporting unit including the allocation of goodwill. If the carrying amount of a reporting unit exceeds its fair value, the Company applies a one-step quantitative test and records the amount of goodwill impairment as the excess of the reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to such reporting unit. During 2017, as a result of a business combination and consideration transferred in exchange for an in-place workforce, intellectual property and infrastructure assets in connection with the consummation of the transactions contemplated by the Framework Agreement, the Company recognized $31.6 million as goodwill (See Note 3 - Brookfield Investment). The Company did not record any goodwill impairment during the three and nine months ended September 30, 2018, or during the three months ended September 30, 2017. The Company recorded an impairment of its goodwill of $16.1 million during the nine months ended September 30, 2017. Cash and Cash Equivalents Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less at purchase. Restricted Cash Restricted cash consists of amounts required under mortgage agreements for future capital improvements to owned assets, future interest and property tax payments and cash flow deposits while subject to mortgage agreement restrictions. Deferred Financing Fees Deferred financing fees represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These fees are amortized as a component of interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing fees are expensed in full when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not be successful. Deferred financing fees are deducted from their related liabilities on the Company's Consolidated Balance Sheets. Revenue Recognition The Company's revenue is primarily from rooms, food and beverage, and other, and is disaggregated on the Company's Consolidated Statement of Operations and Comprehensive Loss. Room sales are driven by a fixed fee charged to a hotel guest to stay at the hotel property for an agreed-upon period. A majority of the Company's room reservations are cancellable and the Company transfers promised goods and services to the hotel guest as of the date upon which the hotel guest occupies a room and at the same time earns and recognizes revenue. The Company offers advance purchase reservations that are paid for by the hotel guest in advance and the Company recognizes deferred revenue as a result of such reservations. The Company's obligation to the hotel guest is satisfied as of the date upon which the hotel guest occupies a room. The Company's room revenue accounted for 94.8% and 95.3% of the Company's total revenue for the three months ended September 30, 2018 and 2017, respectively. The Company's room revenue accounted for 94.5% and 94.8% of the Company's total revenue for the nine months ended September 30, 2018 and 2017, respectively. Food, beverage, and other revenue are recognized at the point of sale on the date of the transaction as the hotel guest simultaneously obtains control of the good or service. Income Taxes The Company elected and qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") commencing with its tax year ended December 31, 2014 . In order to continue to qualify as a REIT, the Company must annually distribute to its stockholders 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain, and must comply with various other organizational and operational requirements. As of December 31, 2017, the Company had approximately $152.1 million in net operating loss carry forward that may be used in the future to reduce the amount otherwise required to be distributed by the Company to meet REIT requirements. The Company generally will not be subject to federal corporate income tax on that portion of its REIT taxable income that it distributes to its stockholders. The Company may be subject to certain state and local taxes on its income, property taxes and federal income and excise taxes on its undistributed income. The Company's hotels are leased to taxable REIT subsidiaries, which are owned by the OP. The taxable REIT subsidiaries are subject to federal, state and local income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, capital loss, and tax credit carryovers. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which such amounts are expected to be realized 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. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is "more-likely-than-not" that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement in order to determine the amount of benefit to recognize in the financial statements. This accounting standard applies to all tax positions related to income taxes. As of September 30, 2018, the Company's tax years that remain subject to examination by major tax jurisdictions are 2014, 2015, 2016 and 2017. Earnings/Loss per Share The Company calculates basic income or loss per share by dividing net income or loss attributable to common stockholders for the period by the weighted-average shares of its common stock outstanding for such period. Diluted income per share takes into account the effect of dilutive instruments, such as unvested restricted shares of common stock ("restricted shares") and unvested restricted share units in respect of shares of common stock ("RSUs"), except when doing so would be anti-dilutive. The Company currently has outstanding restricted shares whose holders are entitled to participate in dividends when and if paid on shares of common stock. The Company also currently has outstanding RSUs whose holders generally are credited with dividend or other distribution equivalents when and if paid on shares of common stock. These dividends or other distribution equivalents will be regarded as having been reinvested in RSUs and will only be paid to the extent the corresponding RSUs vest. To the extent the Company were to have distributions in the future, it would be required to calculate earnings per share using the two-class method with regard to restricted shares, whereby earnings or losses are reduced by distributed earnings as well as any available undistributed earnings allocable to holders of restricted shares. Fair Value Measurements In accordance with Accounting Standards Codification section 820 - Fair Value Measurement, certain assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants in an orderly transaction on the measurement date. The market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability is known as the principal market. When no principal market exists, the most advantageous market is used. This is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received or minimizes the amount that would be paid. Fair value is based on assumptions market participants would make in pricing the asset or liability. Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available. When such prices or inputs are not available, the reporting entity should use valuation models. The Company’s financial instruments recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. The inputs used in measuring fair value are categorized into three levels, as follows: • Level 1 - Inputs that are based upon quoted prices for identical instruments traded in active markets. • Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar investments in markets that are not active, or models based on valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the investment. • Level 3 - Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. See Note 11 - Fair Value Measurements for fair value disclosures. Class C Units The Company initially measured the Class C Units which were issued to the Brookfield Investor at fair value net of issuance costs. The Company is required to accrete the carrying value of the Class C Units to the liquidation preference using the effective interest method over the five year period prior to the holder's redemption option becoming exercisable (See "Accretion of Class C Units" on the Company's Consolidated Statements of Operations and Comprehensive Loss). However, if it becomes probable that the Class C Units will become redeemable prior to such date, the Company will adjust the carrying value of the Class C Units to the maximum liquidation preference. Pursuant to the SPA with the Brookfield Investor, the Company may become obligated to issue additional Class C Units to the Brookfield Investor in the future and this obligation is considered a contingent forward contract under Accounting Standards Codification section 480 - Distinguishing Liabilities from Equity, and accounted for as a liability. The fair value of the contingent forward liability was initially recognized at zero since the contingent forward contract was executed at fair market value. The Company has determined the value of the contingent forward liability was $1.3 million as of September 30, 2018 (See Note 12 - Commitments and Contingencies). Advertising Costs The Company expenses advertising costs for hotel operations as incurred. These costs were $4.8 million for the three months ended September 30, 2018 , and $5.0 million for the three months ended September 30, 2017 . Advertising costs were $13.8 million for the nine months ended September 30, 2018, and $14.2 million for the nine months ended September 30, 2017. Allowance for Doubtful Accounts Receivables consist principally of trade receivables from customers and are generally unsecured and are due within 30 to 90 days. The Company records a provision for uncollectible accounts using the allowance method. Expected credit losses associated with trade receivables are recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based upon historical patterns of credit losses for aged receivables as well as specific provisions for certain identifiable, potentially uncollectible balances. When internal collection efforts on accounts have been exhausted, the accounts are written off and the associated allowance for doubtful accounts is reduced. Trade and note receivable balances, net of the allowance for doubtful accounts, are included in prepaid expenses and other assets in the accompanying Consolidated Balance Sheets, and are as follows (in thousands): September 30, 2018 December 31, 2017 Trade receivables $ 10,828 $ 9,638 Note receivable from sale of hotel — 1,625 Allowance for doubtful accounts (575 ) (312 ) Trade and Note receivables, net of allowance $ 10,253 $ 10,951 Reportable Segments The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate room revenue and other income through the operation of the properties, which comprise 100% of the total consolidated revenues. Management evaluates the operating performance of the Company’s investments in real estate on an individual property level, and therefore each property is considered a reporting unit. Each of the Company's reporting units are also considered to be operating segments, but none of these individual operating segments represents a reportable segment as they meet the criteria in GAAP to aggregate all properties into one reportable segment. Derivative Transactions The Company at certain times enters into derivative instruments to hedge exposure to changes in interest rates. The Company’s derivatives as of September 30, 2018 , consist of interest rate cap agreements which it believes will help to mitigate its exposure to increasing borrowing costs under floating rate indebtedness. The Company has elected not to designate its interest rate cap agreements as cash flow hedges. The impact of the interest rate caps for the three and nine months ended September 30, 2018 and 2017, was immaterial to the consolidated financial statements. See disclosures above with respect to Class C Units and contingent forward liability. The contingent forward is considered a derivative transaction under GAAP. Recently Issued Accounting Pronouncements As of January 1, 2018, the Company retrospectively adopted the ASU 2016-18, Statement of Cash Flow, Restricted Cash (Topic 230). The impact of retrospective adoption of the ASU 2016-18 resulted in reclassification of prior-period restricted cash balances and activity in the statement of cash flows. The amounts included in restricted cash on the Company's consolidated balance sheet are now included with cash and cash equivalents on the statement of cash flows. These amounts totaled $27.7 million and $68.1 million as of September 30, 2018 and 2017, respectively. The adoption of this standard did not change the Company's balance sheet presentation. In February 2016, the FASB issued ASU 2016-02 Leases ("ASU 2016-02"), which requires an entity to separate lease components from nonlease components in a contract. ASU 2016-02 provides more guidance on how to identify and separate components than did previous GAAP. ASU 2016-02 requires lessees to recognize assets and liabilities arising from operating leases on the balance sheet. This amendment has not fundamentally changed lessor accounting, however some changes have been made to align and conform to the lessee guidance. The standard requires a modified retrospective approach, with an option to use certain transition relief. In July 2018, the FASB issued ASU 2018-10, Codification Improvements ("ASU 2018-10") and ASU 2018-11 (“ASU 2018-11”), Targeted Improvements to Topic 842, Leases. The amendments in ASU 2018-10 affect narrow aspects of the guidance issued earlier, remove certain inconsistencies and provide additional clarification related to the guidance issued earlier. ASU 2018-11 provides entities with an additional optional transition method to adopt ASU 2016-02 by recognizing a cumulative-effect adjustment to opening balance of retained earnings in the period of adoption. The adoption of ASU 2016-02 becomes effective for the Company for the fiscal year beginning after December 15, 2018, and all subsequent annual and interim periods. Early adoption is permitted. The Company continues to evaluate the impact of this standard and anticipates this standard will have a material impact on the Company's Consolidated Balance Sheet as, following adoption, the Company will be required to recognize its operating leases, which are primarily comprised of one operating lease with respect to the Georgia Tech Hotel & Conference Center and nine ground leases, under which it is the lessee, as right of use assets and liabilities in the Consolidated Balance Sheet. However, the Company does not expect this standard to have a material impact on the Company's Consolidated Statement of Operations and Comprehensive Loss. In August 2018, the FASB issued ASU 2018-13 Fair Value Measurements (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). Among other changes, ASU 2018-13 addresses changes in disclosures related to unrealized gains and losses and transfers between levels in the fair value hierarchy. ASU 2018-13 is effective for the Company for fiscal years beginning after December 15, 2019. The Company does not anticipate that the adoption of ASU 2018-13 will have any impact on the Company's consolidated financial statements. |
Brookfield Investment
Brookfield Investment | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Brookfield Investment | Brookfield Investment The Redeemable Preferred Share The Redeemable Preferred Share held by the Brookfield Investor has been classified as permanent equity on the Consolidated Balance Sheets. The Redeemable Preferred Share ranks on parity with the Company’s common stock, with the same rights with respect to preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption and other terms and conditions as the Company’s common stock, with certain exceptions. For so long as the Brookfield Investor holds the Redeemable Preferred Share, the Brookfield Investor has certain rights with respect to the election of members of the Company's board of directors and its committees, including the right to elect two Redeemable Preferred Directors to the Company’s board of directors and to approve two additional independent directors (each, an "Approved Independent Director") to be recommended and nominated by the Company's board of directors for election by the stockholders at each annual meeting. In addition, each committee of the Company's board of directors, subject to limited exceptions, must include at least one of the Redeemable Preferred Directors. The holder of the Redeemable Preferred Share has certain rights in the event the OP fails to redeem Class C Units when required to do so, including the right to increase the size of the Company's board of directors by a number of directors that would result in the holder of the Redeemable Preferred Share being entitled to nominate and elect a majority of the Company's board of directors, subject to compliance with the provisions of the Company's charter requiring at least a majority of the Company's directors to be Independent Directors (as defined in the Company's charter). Class C Units As of September 30, 2018, the Class C Units are reflected on the Consolidated Balance Sheets at $160.3 million . The value of the Class C Units as of September 30, 2018, is derived by reducing the $160.0 million in gross proceeds by the $14.7 million in costs directly attributable to the issuance of Class C Units, including $6.0 million paid directly to the Brookfield Investor at the Initial Closing in the form of expense reimbursements and a commitment fee, and increased by $11.4 million in quarterly distributions payable to holders of Class C Units in the form of additional Class C Units, $3.5 million in the accretion of the carrying value to the liquidation preference through September 30, 2018, and $0.1 million resulting from a change in value of the contingent forward liability. The Class C Units have been classified as temporary equity due to the contingent redemption features described in more detail below. At the Initial Closing, the Class C Units were deemed to have a “beneficial conversion feature” as the effective conversion price of the Class C Units under GAAP as of March 31, 2017 was less than the fair value of the Company's common stock on such date. As a result, the Company recognized the beneficial conversion feature as a deemed dividend of $4.5 million during the three months ended March 31, 2017, thereby reducing income available to common stockholders for purposes of calculating earnings per share. Rank The Class C Units rank senior to the OP Units and all other equity interests in the OP with respect to priority in payment of distributions and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the OP, whether voluntary or involuntary, or any other distribution of the assets of the OP among its equity holders for the purpose of winding up its affairs. Distributions Commencing on June 30, 2017 , holders of Class C Units are entitled to receive, with respect to each Class C Unit, fixed, quarterly cumulative cash distributions at a rate of 7.50% per annum from legally available funds. If the Company fails to pay these cash distributions when due, the per annum rate will increase to 10% until all accrued and unpaid distributions required to be paid in cash are reduced to zero . Commencing on June 30, 2017 , holders of Class C Units are also entitled to receive, with respect to each Class C Unit, a fixed, quarterly, cumulative PIK Distribution at a rate of 5% per annum ("PIK Distributions"). If the Company fails to redeem the Brookfield Investor when required to do so pursuant to the amendment and restatement of the OP's existing agreement of limited partnership (the "A&R LPA"), the 5% per annum PIK Distribution rate will increase to a per annum rate of 7.50% , and would further increase by 1.25% per annum for the next four quarterly periods thereafter, up to a maximum per annum rate of 12.5% . The number of Class C Units delivered in respect of the PIK Distributions on any distribution payment date will be equal to the number obtained by dividing the amount of PIK Distribution by $14.75 . The Brookfield Investor is also entitled to receive tax distributions under certain limited circumstances. As of September 30, 2018, no tax distributions have been paid. For the three months ended September 30, 2018, the Company paid cash distributions of $3.2 million and PIK Distributions of 146,594.53 Class C Units to the Brookfield Investor, as the sole holder of the Class C Units. For the nine months ended September 30, 2018, the Company paid cash distributions of $9.2 million and PIK Distributions of 416,402.88 Class C Units to the Brookfield Investor, as the sole holder of the Class C Units. Conversion Rights The Class C Units are generally convertible into OP Units at any time at the option of the holder thereof at an initial conversion price of $14.75 (the "Conversion Price"). The Conversion Price is subject to anti-dilution and other adjustments upon the occurrence of certain events and transactions. Liquidation Preference The liquidation preference with respect to each Class C Unit as of a particular date is the original purchase price paid under the SPA or the value upon issuance of any Class C Unit received as a PIK Distribution, plus, with respect to such Class C Unit up to but not including such date, (i) any accrued and unpaid cash distributions and (ii) any accrued and unpaid PIK Distributions. Mandatory Redemption The Class C Units are generally subject to mandatory redemption at a premium to liquidation preference if the OP consummates any liquidation, sale of all or substantially all of the assets, dissolution or winding-up, whether voluntary or involuntary, sale, merger, reorganization, reclassification or recapitalization or other similar event (a “Fundamental Sale Transaction”) prior to March 31, 2022. The amount of the premium, which may be substantial, varies based on the timing of consummation of the Fundamental Sale Transaction. Holder Redemptions The holders of the Class C Units may redeem such Class C Units at any time on or after March 31, 2022 for a redemption price in cash equal to the liquidation preference and also have certain other redemption rights in connection with the Company’s failure to maintain REIT status or material breaches of the A&R LPA. Remedies Upon Failure to Redeem If the OP fails to redeem Class C Units when required to do so pursuant to the terms of the A&R LPA, beginning three months after such failure the Special General Partner has the exclusive right, power and authority to sell the assets or properties of the OP for cash at such time or times as the Special General Partner may determine, upon engaging a reputable, national third party sales broker or investment bank reasonably acceptable to holders of a majority of the then outstanding Class C Units to conduct an auction or similar process designed to maximize the sales price. The proceeds from sales of assets or properties by the Special General Partner must be used first to make any and all payments or distributions due or past due with respect to the Class C Units, regardless of the impact of such payments or distributions on the Company or the OP. The foregoing rights of the Special General Partner are in addition to the other rights described herein if the OP fails to redeem Class C Units when required to do so pursuant to the terms of the A&R LPA. Company Redemption After Five Years At any time and from time to time on or after March 31, 2022, the Company has the right to elect to redeem all or any part of the issued and outstanding Class C Units for an amount in cash equal to the liquidation preference. Transfer Restrictions The Brookfield Investor is generally permitted to make transfers of Class C Units without the prior consent of the Company, provided that any transferee must customarily invest in these types of securities or real estate investments of any type or have in excess of $100.0 million of assets. Preemptive Rights If the Company or the OP proposes to issue additional equity securities, subject to certain exceptions and in accordance with the procedures in the A&R LPA, any holder of Class C Units that owns Class C Units representing more than 5% of the outstanding shares of the Company’s common stock on an as-converted basis has certain preemptive rights. Brookfield Approval Rights The Articles Supplementary with respect to the Redeemable Preferred Share restrict the Company from taking certain actions without the prior approval of at least one of the Redeemable Preferred Directors, and the A&R LPA restricts the OP from taking certain actions without the prior approval of the majority of the then outstanding Class C Units. In general, subject to certain exceptions, prior approval is required before the Company or its subsidiaries (including the OP) are permitted to take any of the following actions: equity issuances; organizational document amendments; debt incurrences; affiliate transactions; sale of all or substantially all assets; bankruptcy or insolvency declarations; declarations or payments of dividends or other distributions; redemptions or repurchases of securities; adoption of, and amendments to, the annual business plan (including the annual operating and capital budget) required under the terms of the Redeemable Preferred Share; hiring and compensation decisions related to certain key personnel (including executive officers); property acquisitions and property sales and dispositions that do not meet transaction-size limits and other defined criteria and would be outside of the OP’s normal course of business; entry into new lines of business; settlement of material litigation; changes to material agreements; increasing or decreasing the number of directors on the Company’s board of directors; nominating or appointing a director (other than a Redeemable Preferred Director) who is not independent; nominating or appointing the chairperson of the Company’s board of directors; and certain other matters. Related Party Transactions and Arrangements Relationships with the Brookfield Investor and its Affiliates As described in Note 3 - Brookfield Investment, on January 12, 2017, the Company and the OP entered into the SPA and the Framework Agreement. On March 31, 2017 , the Initial Closing occurred and a variety of transactions contemplated by the SPA and the Framework Agreement were consummated, including the issuance and sale of the Redeemable Preferred Share and 9,152,542.37 Class C Units and the execution or taking of various agreements and actions required to effectuate the Company's transition to self-management. On February 27, 2018, the Second Closing occurred, pursuant to which the Company sold 1,694,915.25 additional Class C Units to the Brookfield Investor, for a purchase price of $14.75 per Class C Unit, or $25.0 million in the aggregate. Holders of Class C Units are entitled to receive, with respect to each Class C Unit, fixed, quarterly cumulative cash distributions at a rate of 7.50% per annum from legally available funds. Holders of Class C Units are also entitled to receive, with respect to each Class C Unit, fixed, quarterly, cumulative PIK Distributions payable in Class C Units at a rate of 5% per annum. For the three and nine months ended September 30, 2018 , the Company paid cash distributions of $3.2 million and $9.2 million and PIK Distributions of 146,594.53 and 416,402.88 , respectively, Class C Units to the Brookfield Investor, as the sole holder of the Class C Units. Two of the Company’s directors, Bruce G. Wiles, who also serves as Chairman of the Board, and Lowell G. Baron, have been elected to the Company’s board of directors as the Redeemable Preferred Directors pursuant to the Brookfield Investor’s rights as the holder of the Redeemable Preferred Share and pursuant to the SPA. Messrs. Wiles and Baron are Managing Partners of Brookfield Asset Management Inc., an affiliate of the Brookfield Investor. Relationships with AR Capital, AR Global and their Affiliates As of March 31, 2017, the Former Advisor, the Former Property Manager and Crestline were under common control with AR Capital, LLC (“AR Capital”) and AR Global Investments, LLC (“AR Global”), the successor to certain of AR Capital's businesses. AR Capital is the parent company of the Company’s former sponsor, American Realty Capital IX, LLC. Following the sale of AR Global’s membership interest in Crestline in April 2017, Crestline is no longer under common control with AR Global and AR Capital. At the Initial Closing, the Company terminated the Advisory Agreement and entered into a transition services agreement with the Former Advisor. In the second quarter of 2017, the transition services agreement with the Former Advisor expired by its terms. During the three and nine months ended September 30, 2017, the Company incurred zero and $4.6 million in asset management fees, respectively and zero and $0.9 million in general and administrative expense reimbursements, respectively, charged by and due to the Former Advisor, and zero and $2.0 million in property management fees to the Former Property Manager. As all of the Company's arrangements with the Former Advisor and the Former Property Manager (as described in more detail below) have been terminated, there were no fees or reimbursements to these parties incurred by the Company during the three and nine months ended September 30, 2018. Except for the short-term note payable due to the Former Property Manager described below which was repaid in full during March 2018, there were no fees or reimbursements payable due to the Former Advisor and its affiliates as of September 30, 2018 and December 31, 2017, respectively. Property Management Transactions At the Initial Closing, as contemplated by and pursuant to the Framework Agreement, the Company entered into a series of amendments, assignments and terminations with respect to its then existing property management arrangements (collectively, the "Property Management Transactions"), the primary effect of which was to terminate the Former Property Manager as the Company's property manager, and enter into direct property management agreements with the Company's then existing sub-managers, which included Crestline. As consideration for the Property Management Transactions, the Company and the OP: • paid a one-time cash amount equal to $10.0 million to the Former Property Manager; • made a monthly cash payment in the amount of $333,333.33 , $4.0 million in the aggregate, to the Former Property Manager on the 15th day of each month for the 12 months following the Initial Closing (See Note 6 - Promissory Notes Payable), all of which have been completed as of March 31, 2018; • issued 279,329 shares of the Company's common stock to the Former Property Manager, for which the fair value on the date of grant has been determined to be $14.59 per share (See Note 9 - Common Stock); • waived any and all obligations of the Former Advisor to refund or otherwise repay any Organization or Offering Expenses (as defined in the Advisory Agreement) to the Company in an amount acknowledged to be $5,821,988 , which amount had been reflected as a reduction in offering proceeds due to it being directly related to issuing shares of common stock in prior periods; and • converted all 524,956 units of limited partnership in the OP entitled “Class B Units” (“Class B Units") held by the Former Advisor into 524,956 OP Units, and, immediately following such conversion, redeemed such 524,956 OP Units for 524,956 shares of the Company’s common stock. The foregoing consideration aggregated to $31.6 million and was recorded as goodwill on the Company’s Consolidated Balance Sheets. During 2017, the Company recorded impairments to the goodwill (See Note 2 - Summary of Significant Accounting Policies). |
Leases
Leases | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Leases | Leases In connection with its hotel acquisitions the Company has assumed various lease agreements. These lease agreements primarily comprise one operating lease with respect to the Georgia Tech Hotel & Conference Center and nine ground leases which are also classified as operating leases under GAAP. The following table summarizes the Company's future minimum rental commitments under these leases (in thousands): Minimum Rental Commitments Amortization of Above and Below Market Lease Intangibles to Rent Expense For the three months ending December 31, 2018 $ 1,305 $ 100 Year ending December 31, 2019 5,227 398 Year ending December 31, 2020 5,265 398 Year ending December 31, 2021 5,271 398 Year ending December 31, 2022 5,292 398 Thereafter 76,451 7,438 Total $ 98,811 $ 9,130 The Company has allocated values to certain above and below-market lease intangibles based on the difference between market rents and rental commitments under the leases. During the three months ended September 30, 2018 and September 30, 2017 and the nine months ended September 30, 2018 and September 30, 2017, amortization of below-market lease intangibles, net, to rent expense was $0.1 million and $0.1 million , and $0.3 million and $0.3 million , respectively. Rent expense for the three months ended September 30, 2018 and September 30, 2017 and the nine months ended September 30, 2018 and September 30, 2017 was $1.6 million and $1.5 million and $4.7 million and $4.6 million , respectively. |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable The Company’s mortgage notes payable as of September 30, 2018 and December 31, 2017 consist of the following, respectively (in thousands): Outstanding Mortgage Notes Payable Encumbered Properties September 30, 2018 December 31, 2017 Interest Rate Payment Maturity Baltimore Courtyard & Providence Courtyard $ 45,500 $ 45,500 4.30% Interest Only, Principal paid at Maturity April 2019 Hilton Garden Inn Blacksburg Joint Venture 10,500 10,500 4.31% Interest Only, Principal paid at Maturity June 2020 87-Pack Mortgage Loan - 87 properties in Grace Portfolio 805,000 805,000 One-month LIBOR plus 2.56% Interest Only, Principal paid at Maturity May 2019, subject to three, one year extension rights 87-Pack Mezzanine Loan - 87 properties in Grace Portfolio 110,000 110,000 One-month LIBOR plus 6.50% Interest Only, Principal paid at Maturity May 2019, subject to three, one year extension rights Additional Grace Mortgage Loan - 20 properties in Grace Portfolio and one additional property 232,000 232,000 4.96% Interest Only, Principal paid at Maturity October 2020 Term Loan - 28 properties 310,000 310,000 One-month LIBOR plus 3.00% Interest Only, Principal paid at Maturity May 2019, subject to three, one year extension rights Total Mortgage Notes Payable $ 1,513,000 $ 1,513,000 Less: Deferred Financing Fees, Net $ 8,476 $ 17,223 Total Mortgage Notes Payable, Net $ 1,504,524 $ 1,495,777 Interest expense related to the Company's mortgage notes payable for the three months ended September 30, 2018 and for the three months ended September 30, 2017 , was $19.6 million and $16.8 million , respectively. Interest expense related to the Company's mortgage notes payable for the nine months ended September 30, 2018 and for the nine months ended September 30, 2017 , was $56.0 million and $49.8 million , respectively. Baltimore Courtyard and Providence Courtyard The Baltimore Courtyard and Providence Courtyard Loan matures on April 6, 2019 . On May 6, 2014 and each month thereafter, the Company is required to make an interest only payment based on the outstanding principal and a fixed annual interest rate of 4.30% . The entire principal amount is due at maturity. Hilton Garden Inn Blacksburg Joint Venture The Hilton Garden Inn Blacksburg Joint Venture Loan matures June 6, 2020 . On July 6, 2015 and each month thereafter, the Company is required to make an interest only payment based on the outstanding principal and a fixed annual interest rate of 4.31% . The entire principal amount is due at maturity. 87-Pack Loans A total of 87 of the Company’s hotels, all of which were originally acquired in February 2015 as part of a portfolio currently comprising 111 hotel properties (the “Grace Portfolio”), have been financed pursuant to a mortgage loan agreement (the “87-Pack Mortgage Loan”) and a mezzanine loan agreement (the “87-Pack Mezzanine Loan” and, collectively with the 87-Pack Mortgage Loan, the “87-Pack Loans”), with an aggregate principal balance of $915.0 million . The principal amount of the 87-Pack Mortgage Loan is $805.0 million and the 87-Pack Mortgage Loan is secured by the 87 Company hotel properties (each, a “87-Pack Collateral Property”). The principal amount of the 87-Pack Mezzanine Loan is $110.0 million and the 87-Pack Mezzanine Loan is secured by the ownership interest in the entities which own the 87-Pack Collateral Properties and the related operating lessees. The 87-Pack Loans mature on May 1, 2019, subject to three one -year extension rights at the Company's option which, if all three extension rights are exercised, would result in a fully extended maturity date of May 1, 2022. The 87-Pack Loans are prepayable in whole or in part without any prepayment fee or any other fee or penalty. Prepayments under the 87-Pack Mortgage Loan are generally conditioned on a pro-rata prepayment being made under the 87-Pack Mezzanine Loan. The 87-Pack Mortgage Loan requires monthly interest payments at a variable rate equal to one-month LIBOR plus 2.56% , and the 87-Pack Mezzanine Loan requires monthly interest payments at a variable rate equal to one-month LIBOR plus 6.50% , for a combined weighted average interest rate of LIBOR plus 3.03% . Pursuant to an interest rate cap agreement, the LIBOR portions of the interest rates due under the 87-Pack Loans are effectively capped at the greater of (i) 4.0% and (ii) a rate that would result in a debt service coverage ratio specified in the loan documents. In connection with a sale or disposition to a third party of an individual 87-Pack Collateral Property, such 87-Pack Collateral Property may be released from the 87-Pack Loans, subject to certain conditions and limitations, by prepayment of a portion of the 87-Pack Loans at a release price calculated in accordance with the terms of the 87-Pack Loans. The 87-Pack Loans also provides for certain amounts to be deposited into reserve accounts, including with respect to a portion of the costs associated with the PIPs required pursuant to the franchise agreements related to the 87-Pack Collateral Properties. For the term of the 87-Pack Loans, the Company and the OP are required to maintain, on a consolidated basis, a net worth of $250.0 million (excluding accumulated depreciation and amortization). As of September 30, 2018 , the Company was in compliance with this financial covenant. Additional Grace Mortgage Loan A portion of the purchase price of the Grace Portfolio was financed through additional mortgage financing which loan was refinanced during October 2015 (the “Additional Grace Mortgage Loan”). The Additional Grace Mortgage Loan carries a fixed annual interest rate of 4.96% per annum with a maturity date on October 6, 2020 . Pursuant to the Additional Grace Mortgage Loan, the Company agreed to make periodic payments into an escrow account for the PIPs required by the franchisors, and the Company made the final PIP reserve payment during June 2018. The Additional Grace Mortgage Loan includes the following financial covenants: minimum consolidated net worth and minimum consolidated liquidity. As of September 30, 2018 , the Company was in compliance with these financial covenants. Term Loan On April 27, 2017, the Company and the OP, as guarantors, and certain wholly-owned subsidiaries of the OP, as borrowers, entered into a Second Amended and Restated Term Loan Agreement (the “Term Loan”) in an aggregate principal amount of $310.0 million . The Term Loan is collateralized by 28 of the Company’s hotel properties (each, a “Term Loan Collateral Property”). The Term Loan matures on May 1, 2019, subject to three one -year extension rights at the Company's option which, if all three extension rights are exercised, would result in an outside maturity date of May 1, 2022. The Term Loan is prepayable in whole or in part at any time, subject to payment of LIBOR breakage, if any. The Term Loan requires monthly interest payments at a variable rate of one-month LIBOR plus 3.00% . Pursuant to an interest rate cap agreement, the LIBOR portions of the interest rates due under the Term Loan is capped at 4.00% during the initial term, and a rate based on a debt service coverage ratio during any extension term. In connection with a sale or disposition to a third party of an individual Term Loan Collateral Property, such Term Loan Collateral Property may be released from the Term Loan, subject to certain conditions and limitations, by prepayment of a portion of the Term Loan at a release price calculated in accordance with the terms of the Term Loan. The Term Loan also provides for certain amounts to be deposited into reserve accounts, including with respect to all costs associated with the PIPs required pursuant to the franchise agreements related to the Term Loan Collateral Properties. For the term of the Term Loan, the Company and the OP are required to maintain, on a consolidated basis, a net worth of $250.0 million (excluding accumulated depreciation and amortization). As of September 30, 2018 , the Company was in compliance with this financial covenant. |
Promissory Notes Payable
Promissory Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | Promissory Notes Payable Note Payable to Former Property Manager As part of the consideration for the Property Management Transactions (as defined in Note 13 below), the Company and the OP agreed pursuant to the Framework Agreement to make certain cash payments to the Former Property Manager, which agreement was classified under GAAP as a short-term note payable with the Former Property Manager. The note payable which was non-interest bearing and required twelve monthly installments of $333,333.33 , was repaid in full during March 2018. See Note 13 - Related Party Transactions and Arrangements for additional information. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Securities | 9 Months Ended |
Sep. 30, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Mandatorily Redeemable Preferred Securities | Mandatorily Redeemable Preferred Securities In February 2015, a portion of the contract purchase price for the Grace Portfolio was satisfied by the issuance to the sellers of the Grace Portfolio of approximately $447.1 million of liquidation value of preferred equity interests (the "Grace Preferred Equity Interests") in two newly-formed Delaware limited liability companies, HIT Portfolio I Holdco, LLC and HIT Portfolio II Holdco, LLC (together, the "Holdco entities"). Each of the Holdco entities is an indirect subsidiary of the Company and an indirect owner of the 111 hotels currently comprising the Grace Portfolio. The two Holdco entities correspond, respectively, to the pool of hotels encumbered by the 87-Pack Loan (plus four additional otherwise unencumbered hotels) and the pool of hotels encumbered by the Additional Grace Mortgage Loan. The holders of the Grace Preferred Equity Interests were entitled to monthly distributions at a rate of 7.50% per annum for the first 18 months following closing, through August 2016, and are entitled to 8.00% per annum thereafter. The Company was required to reduce the liquidation value of the Grace Preferred Equity Interest to 50.0% of the $447.1 million originally issued by February 27, 2018, and is required to redeem the Grace Preferred Equity Interests in full by February 27, 2019. Beginning in April 2015 , the Company became obligated to use 35% of any IPO and other equity issuance proceeds to redeem the Grace Preferred Equity Interests at par, up to a maximum of $350.0 million in redemptions for any 12 -month period. Accordingly, the Company has used a portion of the proceeds from its prior equity issuances to redeem a portion of the Grace Preferred Equity Interests. On February 27, 2018 , the Company used $10.6 million of proceeds from the Second Closing to reduce the liquidation value of the Grace Preferred Equity Interests to $223.5 million , and thereby satisfied its obligation to redeem 50.0% of the Grace Preferred Equity Interests originally issued by such date. During the nine months ended September 30, 2018, the Company also used $3.8 million of proceeds from the sale of one of its hotels to further reduce the liquidation value of the Grace Preferred Equity Interests to $219.7 million as of September 30, 2018. In connection with a sale or disposition of an individual property in the Grace Portfolio, the holders of the Grace Preferred Equity Interests are entitled to prepayment of a portion of the Grace Preferred Equity Interests at a release price calculated in accordance with the terms of the Grace Preferred Equity Interests. The Company is also required, in certain circumstances, to apply debt proceeds from the Grace Portfolio to redeem the Grace Preferred Equity Interests at par. In addition, the Company has the right, at its option, to redeem the Grace Preferred Equity Interests, in whole or in part, at any time at par. In the event of liquidation of the Holdco entities, the holders of the Grace Preferred Equity Interests would be entitled to receive their original value (as reduced by redemptions) prior to any distributions being made to the Company or the Company's stockholders. The holders of the Grace Preferred Equity Interests have certain consent rights over major actions by the Company relating to the Grace Portfolio. In connection with the issuance of the Grace Preferred Equity Interests, the Company and the OP have made certain guarantees and indemnities to the sellers and their affiliates or indemnifying the sellers and their affiliates related to the Grace Portfolio. If the Company is unable to satisfy the redemption, distribution or other requirements of the Grace Preferred Equity Interests (including if there is a default under the related guarantees provided by the Company and the OP), the holders of the Grace Preferred Equity Interests have certain rights, including the ability to assume control of the operations of the Grace Portfolio through the assumption of control of the Holdco entities. Due to the fact that the Grace Preferred Equity Interests are mandatorily redeemable and certain of their other characteristics, the Grace Preferred Equity Interests are treated as debt in accordance with GAAP. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The following is a summary of the components of accounts payable and accrued expenses (in thousands): September 30, 2018 December 31, 2017 Trade accounts payable $ 17,605 $ 24,261 Accrued expenses 60,042 43,191 Total $ 77,647 $ 67,452 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company had 39,343,604 and 39,505,742 shares of common stock outstanding as of each of September 30, 2018 and December 31, 2017 . Common Stock Issuances At the Initial Closing the Company issued 279,329 shares of the Company’s common stock to the Former Property Manager, and converted all 524,956 Class B Units held by the Former Advisor into 524,956 OP Units, and, immediately following such conversion, redeemed such 524,956 OP Units for 524,956 shares of the Company’s common stock. The Company determined the fair value on the date of the above issuance of the Company's common stock to be $14.59 per share. The Company determined this value by utilizing income and market based approaches further adjusted for fair value of debt and the Class C Units, and applied a discount for lack of marketability. As part of the process, the Company made the determination after consulting with a nationally recognized third party advisor. Distributions On January 13, 2017 , in connection with its approval of the Company’s entry into the SPA, the Company’s board of directors suspended paying distributions to the Company's stockholders entirely. Currently, under the Brookfield Approval Rights, prior approval is required before the Company can declare or pay any distributions or dividends to its common stockholders, except for cash distributions equal to or less than $0.525 per annum per share. Share Repurchase Program On September 24, 2018, the Company announced that its board of directors had adopted a new share repurchase program (the "SRP"), effective as of October 1, 2018. Pursuant to the SRP, any stockholder of the Company’s common stock may request that the Company repurchase all or a portion of their shares of common stock at a price established by the board of directors (the “Repurchase Price”). The Repurchase Price is initially $9.00 per share and may be changed by the board of directors from time to time in its sole discretion. Repurchases will be made quarterly at the Repurchase Price effective on the last day of the quarter. Repurchases under the SRP will be limited to a maximum number of shares of common stock for any quarter equal to the lower of 1,000,000 shares of common stock or 5% of the number of shares of common stock outstanding as of the last day of the previous quarter. The board of directors may modify, suspend, reactivate or terminate the SRP at any time and has the power, in its sole discretion, to repurchase fewer shares than have been requested in any particular quarter, or none at all. The Company did not make any share repurchases in 2017, or during the nine months ended September 30, 2018, except pursuant to the tender offers discussed below. Company Tender Offers On May 14, 2018, the Company commenced a self-tender offer (the “Company Offer”) for up to 1,000,000 shares of common stock at a price of $7.05 per share. The Company Offer was made in response to an unsolicited offer to stockholders commenced on May 7, 2018 by a third party. The Company Offer expired at 5:00 p.m., New York City time, on June 29, 2018. On June 29, 2018, a total of 170,260 shares were tendered in the Company Offer and purchased and subsequently retired by the Company, for an aggregate purchase price of $1.2 million . On August 2, 2018, the Company was advised that, due to an error by the Depositary for the Company Offer, a total of 912 shares were improperly accepted in the Company Offer. Upon correction of this error, the total shares purchased and retired by the Company was 169,348 shares. During the three months ended December 31, 2017, the Company completed a self-tender offer in response to an unsolicited offer to stockholders by a third party. A total of 113,091 shares were tendered in the offer and purchased and subsequently retired by the Company, for an aggregate purchase price of $763,366 . |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | Share-Based Payments The Company has adopted an employee and director incentive restricted share plan (as amended and/or restated, the “RSP”), which provides it with the ability to grant awards of restricted shares and, following an amendment and restatement in connection with the Initial Closing, RSUs to the Company’s directors, officers and employees, as well as the directors and employees of entities that provide services to the Company. The total number of shares of common stock that may be granted under the RSP may not exceed 5% of the authorized shares of common stock at any time and in any event may not exceed 4,000,000 shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash or stock distributions when and if paid prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock are generally subject to the same restrictions as the underlying restricted shares. The fair value of the restricted shares is expensed over the applicable vesting period. The Company recognizes the impact of forfeited restricted share awards as they occur. RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and/or other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders generally are credited with dividend or other distribution equivalents that are regarded as having been reinvested in RSUs which are subject to the same vesting conditions and/or other restrictions as the underlying RSUs. The fair value of the RSUs is expensed over the applicable vesting period. The Company recognizes the impact of forfeited RSUs as they occur. Restricted Share Awards A summary of the Company's restricted share awards for the nine months ended September 30, 2018 is presented below. Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested December 31, 2017 7,576 $ 14.59 $ 111 Granted 7,210 $ 14.18 $ 102 Vested 7,576 $ 14.59 $ 111 Forfeitures — $ — $ — Non-vested September 30, 2018 7,210 $ 14.18 $ 102 Prior to the Initial Closing, the Company made annual restricted share awards to its independent directors that vested annually over a five -year period following the date of grant, subject to continued service. In connection with the Initial Closing, the Company implemented a new director compensation program. Following the Initial Closing and pursuant to a compensation payment agreement, restricted share awards are generally made to an affiliate of the Brookfield Investor in respect of the Redeemable Preferred Directors’ service on the board of directors and vest on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of the board of directors following the date of grant, subject to the continued service of the applicable Redeemable Preferred Director. There was less than $0.1 million compensation expense related to restricted shares for the three months ended September 30, 2018 and September 30, 2017. The compensation expense for the nine months ended September 30, 2018 and September 30, 2017 was less than $0.1 million and $0.1 million , respectively. As of September 30, 2018 , there was less than $0.1 million remaining unrecognized compensation expense. RSU Awards A summary of the Company's RSU awards for the nine months ended September 30, 2018 is presented below: Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested December 31, 2017 99,840 $ 15.04 $ 1,502 Granted 275,709 $ 14.18 $ 3,910 Vested 42,507 $ 14.98 $ 637 Forfeited 678 $ 14.59 $ 10 Non-vested September 30, 2018 332,364 $ 14.34 $ 4,765 RSU awards to the Company’s executive officers and other employees generally vest annually over a four -year vesting period following the date of grant, subject to continued service. RSU awards to directors other than Redeemable Preferred Directors vest on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of the board of directors following the date of grant, subject to the continued service of the applicable director. In addition, during 2017, certain RSU awards to directors other than Redeemable Preferred Directors were issued in connection with the simultaneous forfeiture of an equal number of restricted shares. These RSU awards have the same vesting terms as the restricted shares which were forfeited (i.e., annually over a five -year period following the date of grant of the original restricted share award). Vested RSUs may only be settled in shares of common stock and such settlement generally will be on the earliest of (i) in the calendar year in which the third anniversary of each applicable vesting date occurs, (ii) termination of the recipient’s services to the Company and (iii) a change in control event. As of September 30, 2018 , the Company anticipates that all unvested RSUs will vest in accordance with their terms. The compensation expense related to RSUs for the three and nine months ended September 30, 2018 was approximately $0.4 million and $1.0 million , respectively. The compensation expense related to RSUs for the three and nine months ended September 30, 2017 was approximately $0.2 million in both periods. As of September 30, 2018 , there was $4.0 million of unrecognized compensation expense remaining. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company is required to disclose the fair value of financial instruments which it is practicable to estimate. The fair value of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate their carrying amounts due to the relatively short maturity of these items. The following table shows the carrying amounts and the fair values of material liabilities, excluding deferred financing fees, that qualify as financial instruments (in thousands): September 30, 2018 Carrying Amount Fair Value Mortgage notes payable $ 1,513,000 $ 1,511,217 Mandatorily redeemable preferred securities 219,746 214,228 Contingent forward liability (1) $ 1,302 $ 1,302 Total $ 1,734,048 $ 1,726,747 ______________ (1) See Note 12 - Commitments and Contingencies The fair value of the mortgage notes payable and mandatorily redeemable preferred securities were determined using the discounted cash flow method and applying current market rates and is classified as level 3 under the fair value hierarchy. Market rates take into consideration general market conditions and maturity. The contingent forward liability represents the fair value of the Company's obligation to issue Class C Units to the Brookfield Investor in the future (See Note 12 - Commitments and Contingencies), and is estimated by using option pricing analysis and discounting the estimated value of Class C Units to account for uncertainty and lack of marketability. The contingent forward liability is classified as level 3 under the fair value hierarchy. During the three months ended June 30, 2018, the Company recorded an impairment loss of $17.3 million on its hotel properties (See Note 16 - Impairments). The fair value of these hotel properties was based on the observable market data which is considered level 2 input under the fair value hierarchy and unobservable inputs that reflect the Company's internal assumptions, which are considered level 3 input under the fair value hierarchy. There were no impairment losses recorded for the three months ended September 30, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company at the date of this filing, other than as set forth below. In February 2018, a stockholder of the Company, Tom Milliken, filed a derivative complaint (the “Complaint”) on behalf of the Company and against the Company, as well as the Former Advisor, the Former Property Manager, various affiliates of those entities (together, the “Former Advisor Defendants”), and certain current and former directors and officers of the Company (the “Director Defendants”). The Complaint was filed in the District Court for the Southern District of New York on February 26, 2018. The Complaint alleges, among other things, that the Former Advisor and the Director Defendants breached their fiduciary duties to the Company and its stockholders by putting their own interests above those of the Company, which breach was aided and abetted by certain of the Former Advisor Defendants. The Complaint also asserts claims of breach of contract against the Director Defendants, corporate waste against the Former Advisor and certain of the Director Defendants, and unjust enrichment against certain of the Director Defendants and Former Advisor Defendants. The Company had been investigating the above claims and others made by the stockholder since receipt of a shareholder demand letter from Mr. Milliken's attorneys in July 2017 and a supplemental demand letter in December 2017. In March 2018, the Company received a new demand letter from a different stockholder making substantially similar claims to those contemplated by the Complaint. The claims made in the Complaint and the new demand letter do not seek recovery of losses from or damages against the Company, but instead allege that the Company has sustained damages as a result of actions by the Former Advisor Defendants and the Director Defendants, and therefore no accrual of any potential liability was necessary as of September 30, 2018, other than for incurred out-of-pocket legal fees and expenses. The Company has consulted with its outside legal counsel and established a special litigation committee comprised solely of independent directors, which is investigating the claims made by both stockholders and evaluating the next steps that will be taken. In May 2018, the Company filed a motion to stay the Complaint pending the outcome of the investigation, and, in August 2018, the District Court granted the Company's motion. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. Contingent Forward Liability Pursuant to the SPA with the Brookfield Investor, the Company may become obligated to issue additional Class C Units to the Brookfield Investor and this obligation is considered a contingent forward contract under Accounting Standards Codification section 480 - Distinguishing Liabilities from Equity, and accounted for as a liability. The fair value of the contingent forward liability was initially recognized at zero since the contingent forward contract was executed at fair market value. The Company has determined the fair value of the contingent forward liability was $1.3 million as of September 30, 2018, which is included in the Consolidated Balance Sheets in accounts payable and accrued expenses. The Company will measure the contingent forward liability on a recurring basis until the Company is no longer obligated to issue additional Class C Units and any changes in fair value will be recognized through earnings. At the time that the Company is no longer obligated to issue additional Class C Units, the corresponding liability will be extinguished. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Brookfield Investment The Redeemable Preferred Share The Redeemable Preferred Share held by the Brookfield Investor has been classified as permanent equity on the Consolidated Balance Sheets. The Redeemable Preferred Share ranks on parity with the Company’s common stock, with the same rights with respect to preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption and other terms and conditions as the Company’s common stock, with certain exceptions. For so long as the Brookfield Investor holds the Redeemable Preferred Share, the Brookfield Investor has certain rights with respect to the election of members of the Company's board of directors and its committees, including the right to elect two Redeemable Preferred Directors to the Company’s board of directors and to approve two additional independent directors (each, an "Approved Independent Director") to be recommended and nominated by the Company's board of directors for election by the stockholders at each annual meeting. In addition, each committee of the Company's board of directors, subject to limited exceptions, must include at least one of the Redeemable Preferred Directors. The holder of the Redeemable Preferred Share has certain rights in the event the OP fails to redeem Class C Units when required to do so, including the right to increase the size of the Company's board of directors by a number of directors that would result in the holder of the Redeemable Preferred Share being entitled to nominate and elect a majority of the Company's board of directors, subject to compliance with the provisions of the Company's charter requiring at least a majority of the Company's directors to be Independent Directors (as defined in the Company's charter). Class C Units As of September 30, 2018, the Class C Units are reflected on the Consolidated Balance Sheets at $160.3 million . The value of the Class C Units as of September 30, 2018, is derived by reducing the $160.0 million in gross proceeds by the $14.7 million in costs directly attributable to the issuance of Class C Units, including $6.0 million paid directly to the Brookfield Investor at the Initial Closing in the form of expense reimbursements and a commitment fee, and increased by $11.4 million in quarterly distributions payable to holders of Class C Units in the form of additional Class C Units, $3.5 million in the accretion of the carrying value to the liquidation preference through September 30, 2018, and $0.1 million resulting from a change in value of the contingent forward liability. The Class C Units have been classified as temporary equity due to the contingent redemption features described in more detail below. At the Initial Closing, the Class C Units were deemed to have a “beneficial conversion feature” as the effective conversion price of the Class C Units under GAAP as of March 31, 2017 was less than the fair value of the Company's common stock on such date. As a result, the Company recognized the beneficial conversion feature as a deemed dividend of $4.5 million during the three months ended March 31, 2017, thereby reducing income available to common stockholders for purposes of calculating earnings per share. Rank The Class C Units rank senior to the OP Units and all other equity interests in the OP with respect to priority in payment of distributions and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the OP, whether voluntary or involuntary, or any other distribution of the assets of the OP among its equity holders for the purpose of winding up its affairs. Distributions Commencing on June 30, 2017 , holders of Class C Units are entitled to receive, with respect to each Class C Unit, fixed, quarterly cumulative cash distributions at a rate of 7.50% per annum from legally available funds. If the Company fails to pay these cash distributions when due, the per annum rate will increase to 10% until all accrued and unpaid distributions required to be paid in cash are reduced to zero . Commencing on June 30, 2017 , holders of Class C Units are also entitled to receive, with respect to each Class C Unit, a fixed, quarterly, cumulative PIK Distribution at a rate of 5% per annum ("PIK Distributions"). If the Company fails to redeem the Brookfield Investor when required to do so pursuant to the amendment and restatement of the OP's existing agreement of limited partnership (the "A&R LPA"), the 5% per annum PIK Distribution rate will increase to a per annum rate of 7.50% , and would further increase by 1.25% per annum for the next four quarterly periods thereafter, up to a maximum per annum rate of 12.5% . The number of Class C Units delivered in respect of the PIK Distributions on any distribution payment date will be equal to the number obtained by dividing the amount of PIK Distribution by $14.75 . The Brookfield Investor is also entitled to receive tax distributions under certain limited circumstances. As of September 30, 2018, no tax distributions have been paid. For the three months ended September 30, 2018, the Company paid cash distributions of $3.2 million and PIK Distributions of 146,594.53 Class C Units to the Brookfield Investor, as the sole holder of the Class C Units. For the nine months ended September 30, 2018, the Company paid cash distributions of $9.2 million and PIK Distributions of 416,402.88 Class C Units to the Brookfield Investor, as the sole holder of the Class C Units. Conversion Rights The Class C Units are generally convertible into OP Units at any time at the option of the holder thereof at an initial conversion price of $14.75 (the "Conversion Price"). The Conversion Price is subject to anti-dilution and other adjustments upon the occurrence of certain events and transactions. Liquidation Preference The liquidation preference with respect to each Class C Unit as of a particular date is the original purchase price paid under the SPA or the value upon issuance of any Class C Unit received as a PIK Distribution, plus, with respect to such Class C Unit up to but not including such date, (i) any accrued and unpaid cash distributions and (ii) any accrued and unpaid PIK Distributions. Mandatory Redemption The Class C Units are generally subject to mandatory redemption at a premium to liquidation preference if the OP consummates any liquidation, sale of all or substantially all of the assets, dissolution or winding-up, whether voluntary or involuntary, sale, merger, reorganization, reclassification or recapitalization or other similar event (a “Fundamental Sale Transaction”) prior to March 31, 2022. The amount of the premium, which may be substantial, varies based on the timing of consummation of the Fundamental Sale Transaction. Holder Redemptions The holders of the Class C Units may redeem such Class C Units at any time on or after March 31, 2022 for a redemption price in cash equal to the liquidation preference and also have certain other redemption rights in connection with the Company’s failure to maintain REIT status or material breaches of the A&R LPA. Remedies Upon Failure to Redeem If the OP fails to redeem Class C Units when required to do so pursuant to the terms of the A&R LPA, beginning three months after such failure the Special General Partner has the exclusive right, power and authority to sell the assets or properties of the OP for cash at such time or times as the Special General Partner may determine, upon engaging a reputable, national third party sales broker or investment bank reasonably acceptable to holders of a majority of the then outstanding Class C Units to conduct an auction or similar process designed to maximize the sales price. The proceeds from sales of assets or properties by the Special General Partner must be used first to make any and all payments or distributions due or past due with respect to the Class C Units, regardless of the impact of such payments or distributions on the Company or the OP. The foregoing rights of the Special General Partner are in addition to the other rights described herein if the OP fails to redeem Class C Units when required to do so pursuant to the terms of the A&R LPA. Company Redemption After Five Years At any time and from time to time on or after March 31, 2022, the Company has the right to elect to redeem all or any part of the issued and outstanding Class C Units for an amount in cash equal to the liquidation preference. Transfer Restrictions The Brookfield Investor is generally permitted to make transfers of Class C Units without the prior consent of the Company, provided that any transferee must customarily invest in these types of securities or real estate investments of any type or have in excess of $100.0 million of assets. Preemptive Rights If the Company or the OP proposes to issue additional equity securities, subject to certain exceptions and in accordance with the procedures in the A&R LPA, any holder of Class C Units that owns Class C Units representing more than 5% of the outstanding shares of the Company’s common stock on an as-converted basis has certain preemptive rights. Brookfield Approval Rights The Articles Supplementary with respect to the Redeemable Preferred Share restrict the Company from taking certain actions without the prior approval of at least one of the Redeemable Preferred Directors, and the A&R LPA restricts the OP from taking certain actions without the prior approval of the majority of the then outstanding Class C Units. In general, subject to certain exceptions, prior approval is required before the Company or its subsidiaries (including the OP) are permitted to take any of the following actions: equity issuances; organizational document amendments; debt incurrences; affiliate transactions; sale of all or substantially all assets; bankruptcy or insolvency declarations; declarations or payments of dividends or other distributions; redemptions or repurchases of securities; adoption of, and amendments to, the annual business plan (including the annual operating and capital budget) required under the terms of the Redeemable Preferred Share; hiring and compensation decisions related to certain key personnel (including executive officers); property acquisitions and property sales and dispositions that do not meet transaction-size limits and other defined criteria and would be outside of the OP’s normal course of business; entry into new lines of business; settlement of material litigation; changes to material agreements; increasing or decreasing the number of directors on the Company’s board of directors; nominating or appointing a director (other than a Redeemable Preferred Director) who is not independent; nominating or appointing the chairperson of the Company’s board of directors; and certain other matters. Related Party Transactions and Arrangements Relationships with the Brookfield Investor and its Affiliates As described in Note 3 - Brookfield Investment, on January 12, 2017, the Company and the OP entered into the SPA and the Framework Agreement. On March 31, 2017 , the Initial Closing occurred and a variety of transactions contemplated by the SPA and the Framework Agreement were consummated, including the issuance and sale of the Redeemable Preferred Share and 9,152,542.37 Class C Units and the execution or taking of various agreements and actions required to effectuate the Company's transition to self-management. On February 27, 2018, the Second Closing occurred, pursuant to which the Company sold 1,694,915.25 additional Class C Units to the Brookfield Investor, for a purchase price of $14.75 per Class C Unit, or $25.0 million in the aggregate. Holders of Class C Units are entitled to receive, with respect to each Class C Unit, fixed, quarterly cumulative cash distributions at a rate of 7.50% per annum from legally available funds. Holders of Class C Units are also entitled to receive, with respect to each Class C Unit, fixed, quarterly, cumulative PIK Distributions payable in Class C Units at a rate of 5% per annum. For the three and nine months ended September 30, 2018 , the Company paid cash distributions of $3.2 million and $9.2 million and PIK Distributions of 146,594.53 and 416,402.88 , respectively, Class C Units to the Brookfield Investor, as the sole holder of the Class C Units. Two of the Company’s directors, Bruce G. Wiles, who also serves as Chairman of the Board, and Lowell G. Baron, have been elected to the Company’s board of directors as the Redeemable Preferred Directors pursuant to the Brookfield Investor’s rights as the holder of the Redeemable Preferred Share and pursuant to the SPA. Messrs. Wiles and Baron are Managing Partners of Brookfield Asset Management Inc., an affiliate of the Brookfield Investor. Relationships with AR Capital, AR Global and their Affiliates As of March 31, 2017, the Former Advisor, the Former Property Manager and Crestline were under common control with AR Capital, LLC (“AR Capital”) and AR Global Investments, LLC (“AR Global”), the successor to certain of AR Capital's businesses. AR Capital is the parent company of the Company’s former sponsor, American Realty Capital IX, LLC. Following the sale of AR Global’s membership interest in Crestline in April 2017, Crestline is no longer under common control with AR Global and AR Capital. At the Initial Closing, the Company terminated the Advisory Agreement and entered into a transition services agreement with the Former Advisor. In the second quarter of 2017, the transition services agreement with the Former Advisor expired by its terms. During the three and nine months ended September 30, 2017, the Company incurred zero and $4.6 million in asset management fees, respectively and zero and $0.9 million in general and administrative expense reimbursements, respectively, charged by and due to the Former Advisor, and zero and $2.0 million in property management fees to the Former Property Manager. As all of the Company's arrangements with the Former Advisor and the Former Property Manager (as described in more detail below) have been terminated, there were no fees or reimbursements to these parties incurred by the Company during the three and nine months ended September 30, 2018. Except for the short-term note payable due to the Former Property Manager described below which was repaid in full during March 2018, there were no fees or reimbursements payable due to the Former Advisor and its affiliates as of September 30, 2018 and December 31, 2017, respectively. Property Management Transactions At the Initial Closing, as contemplated by and pursuant to the Framework Agreement, the Company entered into a series of amendments, assignments and terminations with respect to its then existing property management arrangements (collectively, the "Property Management Transactions"), the primary effect of which was to terminate the Former Property Manager as the Company's property manager, and enter into direct property management agreements with the Company's then existing sub-managers, which included Crestline. As consideration for the Property Management Transactions, the Company and the OP: • paid a one-time cash amount equal to $10.0 million to the Former Property Manager; • made a monthly cash payment in the amount of $333,333.33 , $4.0 million in the aggregate, to the Former Property Manager on the 15th day of each month for the 12 months following the Initial Closing (See Note 6 - Promissory Notes Payable), all of which have been completed as of March 31, 2018; • issued 279,329 shares of the Company's common stock to the Former Property Manager, for which the fair value on the date of grant has been determined to be $14.59 per share (See Note 9 - Common Stock); • waived any and all obligations of the Former Advisor to refund or otherwise repay any Organization or Offering Expenses (as defined in the Advisory Agreement) to the Company in an amount acknowledged to be $5,821,988 , which amount had been reflected as a reduction in offering proceeds due to it being directly related to issuing shares of common stock in prior periods; and • converted all 524,956 units of limited partnership in the OP entitled “Class B Units” (“Class B Units") held by the Former Advisor into 524,956 OP Units, and, immediately following such conversion, redeemed such 524,956 OP Units for 524,956 shares of the Company’s common stock. The foregoing consideration aggregated to $31.6 million and was recorded as goodwill on the Company’s Consolidated Balance Sheets. During 2017, the Company recorded impairments to the goodwill (See Note 2 - Summary of Significant Accounting Policies). |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2018 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency Prior to the Initial Closing, the Company was dependent on the Former Advisor and its affiliates. Going forward, the Company intends to continue pursuing its investment strategies, subject to the Brookfield Approval Rights. The Company expects to generate additional liquidity through the sale of Class C Units to the Brookfield Investor at Subsequent Closings (See Note 3 - Brookfield Investment). As a result of these relationships, the Company is dependent upon the Brookfield Investor and its affiliates. |
Sale of Hotels
Sale of Hotels | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Sale of Hotels | Sale of Hotels During the nine months ended September 30, 2018, the Company completed the sale of one hotel for a sales price of $5.7 million , resulting in a net loss of approximately $0.1 million , which is reflected in other income on the Company’s Consolidated Statement of Operations and Comprehensive Loss. The Company used the proceeds from the sale of the hotel to redeem $3.8 million in Grace Preferred Equity Interests in accordance with their terms and for other general corporate purposes. No other hotel sales have occurred in 2018. No hotels were sold during the three and nine months ended September 30, 2017. |
Impairments
Impairments | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Impairments | Impairments Impairments of Long-Lived Assets During the three months ended June 30, 2018, the Company identified four hotel properties where the carrying value of the properties exceeded their fair value and management determined the excess carrying value was unrecoverable. The Company determined the fair value of each hotel using a market and income based approach. The market approach estimates value based on what other purchasers and sellers in the market have agreed to as price for comparable properties. The income approach utilizes assumptions such as discount rates, future cash flow, and capitalization rates. These four hotels were identified for impairment review because of a long-term change in market conditions and the potential future sale of such properties. The Company recorded an aggregate impairment loss of $17.3 million on the four hotel properties during the three months ended June 30, 2018. There was no impairment loss during the three months ended September 30, 2018. The Company recorded $1.4 million of impairment loss on its hotel properties during the three months ended June 30, 2017 and an additional impairment loss of $5.4 million during the three months ended September 30, 2017, which includes the cost to sell the assets, on the sale of three of four hotels classified as assets held for sale as of September 30, 2017. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the accompanying consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements of the Company included herein were prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP"). The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These adjustments are considered to be of a normal, recurring nature. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as percentage ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Real Estate Investments and Below-Market Lease | Real Estate Investments The Company allocates the purchase price of properties acquired in real estate investments to tangible and identifiable intangible assets acquired based on their respective fair values at the date of acquisition. Tangible assets include land, land improvements, buildings and furniture, fixtures and equipment. The Company utilizes various estimates, processes and information to determine the property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and furniture, fixtures and equipment are based on purchase price allocation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets and liabilities, as applicable, are typically related to contracts, including operating lease agreements, ground lease agreements and hotel management agreements, which are recorded at fair value. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Prior to January 1, 2018, the Company's acquisitions of hotel properties were accounted for as acquisitions of existing businesses, and all transaction costs associated with the acquisitions, were expensed as incurred. As a result of a change in applicable GAAP guidance, beginning January 1, 2018, the Company's acquisitions of hotel properties are anticipated to be accounted for as acquisitions of groups of assets rather than business combinations, although the determination will be made on a transaction-by-transaction basis. If the Company concludes that an acquisition will be accounted for as a group of assets, the transaction costs associated with the acquisition will be capitalized as part of the assets acquired. The Company's investments in real estate, including transaction costs, that are not considered to be business combinations under GAAP are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation of the Company's long-lived assets is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for furniture, fixtures and equipment, and the shorter of the useful life or the remaining lease term for leasehold interests. The Company is required to make subjective assessments as to the useful lives of the Company’s assets for purposes of determining the amount of depreciation to record on an annual basis with respect to the Company’s investments in real estate. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s investments in real estate, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. Below-Market Lease The below-market lease intangible is based on the difference between the market rent and the contractual rent for the Company's ground lease obligations, and is discounted to a present value using an interest rate reflecting the Company's assessment of the risk associated with the leases acquired (See Note 4 - Leases). Acquired lease intangible assets are amortized over the remaining lease term. The amortization of a below-market lease is recorded as an increase to rent expense on the Consolidated Statements of Operations and Comprehensive Loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When circumstances indicate the carrying amount of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on a comparison of the carrying amount to an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. The estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition and other factors. If impairment exists, due to the inability to recover the carrying amount of a property, an impairment loss will be recorded to the extent that the carrying amount exceeds the estimated fair value of the property. |
Assets Held for Sale (Long Lived-Assets) | Assets Held for Sale (Long Lived-Assets) When the Company initiates the sale of long-lived assets, it assesses whether the assets meet the criteria to be considered assets held for sale. The review is based on whether the following criteria are met: • Management and the Company's board of directors have committed to a plan to sell the asset group; • The subject assets are available for immediate sale in their present condition; • The Company is actively locating buyers as well as other initiatives required to complete the sale; • The sale is probable and the transfer is expected to qualify for recognition as a complete sale in one year; • The long-lived asset is being actively marketed for sale at a price that is reasonable in relation to fair value; and • Actions necessary to complete the plan indicate it is unlikely significant changes will be made to the plan or the plan will be withdrawn. If all the criteria are met, a long-lived asset held for sale is measured at the lower of its carrying amount or fair value less cost to sell, and the Company will cease recording depreciation. Any adjustment to the carrying amount is recorded as an impairment loss. |
Goodwill | Goodwill The Company allocates goodwill to each reporting unit. For the Company’s purposes, each of its wholly-owned hotels is considered a reporting unit. The Company tests goodwill for impairment at least annually, or upon the occurrence of any "triggering events" if sooner. During the three months ended March 31, 2018, the Company changed the date of its annual goodwill impairment testing from June 30 to March 31 of each year. The change was made to align the timing of the Company's annual goodwill impairment test with the determination of Estimated Per-Share NAV, each of which includes a fair value assessment of the Company's hotel properties. Upon the occurrence of any "triggering events," the Company is required to compare the fair value of each reporting unit to which goodwill has been allocated, to the carrying amount of such reporting unit including the allocation of goodwill. If the carrying amount of a reporting unit exceeds its fair value, the Company applies a one-step quantitative test and records the amount of goodwill impairment as the excess of the reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to such reporting unit. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less at purchase. |
Restricted Cash | Restricted Cash Restricted cash consists of amounts required under mortgage agreements for future capital improvements to owned assets, future interest and property tax payments and cash flow deposits while subject to mortgage agreement restrictions. |
Deferred Financing Fees | Deferred Financing Fees Deferred financing fees represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These fees are amortized as a component of interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing fees are expensed in full when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not be successful. Deferred financing fees are deducted from their related liabilities on the Company's Consolidated Balance Sheets. |
Revenue Recognition | Revenue Recognition The Company's revenue is primarily from rooms, food and beverage, and other, and is disaggregated on the Company's Consolidated Statement of Operations and Comprehensive Loss. Room sales are driven by a fixed fee charged to a hotel guest to stay at the hotel property for an agreed-upon period. A majority of the Company's room reservations are cancellable and the Company transfers promised goods and services to the hotel guest as of the date upon which the hotel guest occupies a room and at the same time earns and recognizes revenue. The Company offers advance purchase reservations that are paid for by the hotel guest in advance and the Company recognizes deferred revenue as a result of such reservations. The Company's obligation to the hotel guest is satisfied as of the date upon which the hotel guest occupies a room. |
Income Taxes | Income Taxes The Company elected and qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") commencing with its tax year ended December 31, 2014 . In order to continue to qualify as a REIT, the Company must annually distribute to its stockholders 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain, and must comply with various other organizational and operational requirements. As of December 31, 2017, the Company had approximately $152.1 million in net operating loss carry forward that may be used in the future to reduce the amount otherwise required to be distributed by the Company to meet REIT requirements. The Company generally will not be subject to federal corporate income tax on that portion of its REIT taxable income that it distributes to its stockholders. The Company may be subject to certain state and local taxes on its income, property taxes and federal income and excise taxes on its undistributed income. The Company's hotels are leased to taxable REIT subsidiaries, which are owned by the OP. The taxable REIT subsidiaries are subject to federal, state and local income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, capital loss, and tax credit carryovers. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which such amounts are expected to be realized 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. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is "more-likely-than-not" that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement in order to determine the amount of benefit to recognize in the financial statements. This accounting standard applies to all tax positions related to income taxes. |
Earnings/Loss per Share | Earnings/Loss per Share The Company calculates basic income or loss per share by dividing net income or loss attributable to common stockholders for the period by the weighted-average shares of its common stock outstanding for such period. Diluted income per share takes into account the effect of dilutive instruments, such as unvested restricted shares of common stock ("restricted shares") and unvested restricted share units in respect of shares of common stock ("RSUs"), except when doing so would be anti-dilutive. The Company currently has outstanding restricted shares whose holders are entitled to participate in dividends when and if paid on shares of common stock. The Company also currently has outstanding RSUs whose holders generally are credited with dividend or other distribution equivalents when and if paid on shares of common stock. These dividends or other distribution equivalents will be regarded as having been reinvested in RSUs and will only be paid to the extent the corresponding RSUs vest. To the extent the Company were to have distributions in the future, it would be required to calculate earnings per share using the two-class method with regard to restricted shares, whereby earnings or losses are reduced by distributed earnings as well as any available undistributed earnings allocable to holders of restricted shares. |
Fair Value Measurements | Fair Value Measurements In accordance with Accounting Standards Codification section 820 - Fair Value Measurement, certain assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants in an orderly transaction on the measurement date. The market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability is known as the principal market. When no principal market exists, the most advantageous market is used. This is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received or minimizes the amount that would be paid. Fair value is based on assumptions market participants would make in pricing the asset or liability. Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available. When such prices or inputs are not available, the reporting entity should use valuation models. The Company’s financial instruments recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. The inputs used in measuring fair value are categorized into three levels, as follows: • Level 1 - Inputs that are based upon quoted prices for identical instruments traded in active markets. • Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar investments in markets that are not active, or models based on valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the investment. • Level 3 - Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. |
Class C Units | Class C Units The Company initially measured the Class C Units which were issued to the Brookfield Investor at fair value net of issuance costs. The Company is required to accrete the carrying value of the Class C Units to the liquidation preference using the effective interest method over the five year period prior to the holder's redemption option becoming exercisable (See "Accretion of Class C Units" on the Company's Consolidated Statements of Operations and Comprehensive Loss). However, if it becomes probable that the Class C Units will become redeemable prior to such date, the Company will adjust the carrying value of the Class C Units to the maximum liquidation preference. Pursuant to the SPA with the Brookfield Investor, the Company may become obligated to issue additional Class C Units to the Brookfield Investor in the future and this obligation is considered a contingent forward contract under Accounting Standards Codification section 480 - Distinguishing Liabilities from Equity, and accounted for as a liability. |
Advertising Costs | Advertising Costs The Company expenses advertising costs for hotel operations as incurred. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Receivables consist principally of trade receivables from customers and are generally unsecured and are due within 30 to 90 days. The Company records a provision for uncollectible accounts using the allowance method. Expected credit losses associated with trade receivables are recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based upon historical patterns of credit losses for aged receivables as well as specific provisions for certain identifiable, potentially uncollectible balances. When internal collection efforts on accounts have been exhausted, the accounts are written off and the associated allowance for doubtful accounts is reduced. |
Reportable Segments | Reportable Segments The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate room revenue and other income through the operation of the properties, which comprise 100% of the total consolidated revenues. Management evaluates the operating performance of the Company’s investments in real estate on an individual property level, and therefore each property is considered a reporting unit. Each of the Company's reporting units are also considered to be operating segments, but none of these individual operating segments represents a reportable segment as they meet the criteria in GAAP to aggregate all properties into one reportable segment. |
Derivative Transactions | Derivative Transactions The Company at certain times enters into derivative instruments to hedge exposure to changes in interest rates. The Company’s derivatives as of September 30, 2018 , consist of interest rate cap agreements which it believes will help to mitigate its exposure to increasing borrowing costs under floating rate indebtedness. The Company has elected not to designate its interest rate cap agreements as cash flow hedges. The impact of the interest rate caps for the three and nine months ended September 30, 2018 and 2017, was immaterial to the consolidated financial statements. See disclosures above with respect to Class C Units and contingent forward liability. The contingent forward is considered a derivative transaction under GAAP. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements As of January 1, 2018, the Company retrospectively adopted the ASU 2016-18, Statement of Cash Flow, Restricted Cash (Topic 230). The impact of retrospective adoption of the ASU 2016-18 resulted in reclassification of prior-period restricted cash balances and activity in the statement of cash flows. The amounts included in restricted cash on the Company's consolidated balance sheet are now included with cash and cash equivalents on the statement of cash flows. These amounts totaled $27.7 million and $68.1 million as of September 30, 2018 and 2017, respectively. The adoption of this standard did not change the Company's balance sheet presentation. In February 2016, the FASB issued ASU 2016-02 Leases ("ASU 2016-02"), which requires an entity to separate lease components from nonlease components in a contract. ASU 2016-02 provides more guidance on how to identify and separate components than did previous GAAP. ASU 2016-02 requires lessees to recognize assets and liabilities arising from operating leases on the balance sheet. This amendment has not fundamentally changed lessor accounting, however some changes have been made to align and conform to the lessee guidance. The standard requires a modified retrospective approach, with an option to use certain transition relief. In July 2018, the FASB issued ASU 2018-10, Codification Improvements ("ASU 2018-10") and ASU 2018-11 (“ASU 2018-11”), Targeted Improvements to Topic 842, Leases. The amendments in ASU 2018-10 affect narrow aspects of the guidance issued earlier, remove certain inconsistencies and provide additional clarification related to the guidance issued earlier. ASU 2018-11 provides entities with an additional optional transition method to adopt ASU 2016-02 by recognizing a cumulative-effect adjustment to opening balance of retained earnings in the period of adoption. The adoption of ASU 2016-02 becomes effective for the Company for the fiscal year beginning after December 15, 2018, and all subsequent annual and interim periods. Early adoption is permitted. The Company continues to evaluate the impact of this standard and anticipates this standard will have a material impact on the Company's Consolidated Balance Sheet as, following adoption, the Company will be required to recognize its operating leases, which are primarily comprised of one operating lease with respect to the Georgia Tech Hotel & Conference Center and nine ground leases, under which it is the lessee, as right of use assets and liabilities in the Consolidated Balance Sheet. However, the Company does not expect this standard to have a material impact on the Company's Consolidated Statement of Operations and Comprehensive Loss. In August 2018, the FASB issued ASU 2018-13 Fair Value Measurements (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). Among other changes, ASU 2018-13 addresses changes in disclosures related to unrealized gains and losses and transfers between levels in the fair value hierarchy. ASU 2018-13 is effective for the Company for fiscal years beginning after December 15, 2019. The Company does not anticipate that the adoption of ASU 2018-13 will have any impact on the Company's consolidated financial statements. |
Share-based Payments | Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash or stock distributions when and if paid prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock are generally subject to the same restrictions as the underlying restricted shares. The fair value of the restricted shares is expensed over the applicable vesting period. The Company recognizes the impact of forfeited restricted share awards as they occur. RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and/or other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders generally are credited with dividend or other distribution equivalents that are regarded as having been reinvested in RSUs which are subject to the same vesting conditions and/or other restrictions as the underlying RSUs. The fair value of the RSUs is expensed over the applicable vesting period. The Company recognizes the impact of forfeited RSUs as they occur. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Trade and note receivable balances, net of the allowance for doubtful accounts, are included in prepaid expenses and other assets in the accompanying Consolidated Balance Sheets, and are as follows (in thousands): September 30, 2018 December 31, 2017 Trade receivables $ 10,828 $ 9,638 Note receivable from sale of hotel — 1,625 Allowance for doubtful accounts (575 ) (312 ) Trade and Note receivables, net of allowance $ 10,253 $ 10,951 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | The following table summarizes the Company's future minimum rental commitments under these leases (in thousands): Minimum Rental Commitments Amortization of Above and Below Market Lease Intangibles to Rent Expense For the three months ending December 31, 2018 $ 1,305 $ 100 Year ending December 31, 2019 5,227 398 Year ending December 31, 2020 5,265 398 Year ending December 31, 2021 5,271 398 Year ending December 31, 2022 5,292 398 Thereafter 76,451 7,438 Total $ 98,811 $ 9,130 |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s mortgage notes payable as of September 30, 2018 and December 31, 2017 consist of the following, respectively (in thousands): Outstanding Mortgage Notes Payable Encumbered Properties September 30, 2018 December 31, 2017 Interest Rate Payment Maturity Baltimore Courtyard & Providence Courtyard $ 45,500 $ 45,500 4.30% Interest Only, Principal paid at Maturity April 2019 Hilton Garden Inn Blacksburg Joint Venture 10,500 10,500 4.31% Interest Only, Principal paid at Maturity June 2020 87-Pack Mortgage Loan - 87 properties in Grace Portfolio 805,000 805,000 One-month LIBOR plus 2.56% Interest Only, Principal paid at Maturity May 2019, subject to three, one year extension rights 87-Pack Mezzanine Loan - 87 properties in Grace Portfolio 110,000 110,000 One-month LIBOR plus 6.50% Interest Only, Principal paid at Maturity May 2019, subject to three, one year extension rights Additional Grace Mortgage Loan - 20 properties in Grace Portfolio and one additional property 232,000 232,000 4.96% Interest Only, Principal paid at Maturity October 2020 Term Loan - 28 properties 310,000 310,000 One-month LIBOR plus 3.00% Interest Only, Principal paid at Maturity May 2019, subject to three, one year extension rights Total Mortgage Notes Payable $ 1,513,000 $ 1,513,000 Less: Deferred Financing Fees, Net $ 8,476 $ 17,223 Total Mortgage Notes Payable, Net $ 1,504,524 $ 1,495,777 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following is a summary of the components of accounts payable and accrued expenses (in thousands): September 30, 2018 December 31, 2017 Trade accounts payable $ 17,605 $ 24,261 Accrued expenses 60,042 43,191 Total $ 77,647 $ 67,452 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Shares and Units Awards | A summary of the Company's RSU awards for the nine months ended September 30, 2018 is presented below: Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested December 31, 2017 99,840 $ 15.04 $ 1,502 Granted 275,709 $ 14.18 $ 3,910 Vested 42,507 $ 14.98 $ 637 Forfeited 678 $ 14.59 $ 10 Non-vested September 30, 2018 332,364 $ 14.34 $ 4,765 A summary of the Company's restricted share awards for the nine months ended September 30, 2018 is presented below. Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested December 31, 2017 7,576 $ 14.59 $ 111 Granted 7,210 $ 14.18 $ 102 Vested 7,576 $ 14.59 $ 111 Forfeitures — $ — $ — Non-vested September 30, 2018 7,210 $ 14.18 $ 102 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table shows the carrying amounts and the fair values of material liabilities, excluding deferred financing fees, that qualify as financial instruments (in thousands): September 30, 2018 Carrying Amount Fair Value Mortgage notes payable $ 1,513,000 $ 1,511,217 Mandatorily redeemable preferred securities 219,746 214,228 Contingent forward liability (1) $ 1,302 $ 1,302 Total $ 1,734,048 $ 1,726,747 ______________ (1) See Note 12 - Commitments and Contingencies |
Organization - Narrative (Detai
Organization - Narrative (Details) | Feb. 27, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($)director$ / sharesshares | Jan. 13, 2017$ / shares | Dec. 31, 2015$ / shares | Sep. 30, 2018USD ($)hotelstatehotel_room$ / sharesshares | Apr. 23, 2018$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Mar. 30, 2017employee |
Class of Stock [Line Items] | ||||||||
Number of properties owned (hotel) | 144 | |||||||
Number of guest rooms (hotel room) | hotel_room | 17,320 | |||||||
Number of states in which entity operates (state) | state | 33 | |||||||
Denominator for common stock equivalent of dividends declared (in dollars per share) | $ / shares | $ 13.87 | |||||||
Common stock, outstanding (in shares) | shares | 39,343,604 | 39,505,742 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Number of redeemable preferred directors (director) | director | 2 | |||||||
Number of full time employees (employee) | employee | 0 | |||||||
Liquidation preference | $ | $ 171,383,000 | $ 140,241,000 | ||||||
Securities Purchase, Voting and Standstill Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Cash dividends per share declared (in dollars per share) | $ / shares | $ 0.525 | $ 0.525 | ||||||
Securities Purchase, Voting and Standstill Agreement | Class C Units | ||||||||
Class of Stock [Line Items] | ||||||||
Liquidation preference | $ | $ 171,400,000 | |||||||
Securities Purchase, Voting and Standstill Agreement | Class C Units | Initial Closing | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares sold (in shares) | shares | 9,152,542.37 | |||||||
Share price (in dollars per share) | $ / shares | $ 14.75 | |||||||
Consideration received from sale of stock | $ | $ 135,000,000 | |||||||
Securities Purchase, Voting and Standstill Agreement | Class C Units | Second Closing | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares sold (in shares) | shares | 1,694,915.25 | |||||||
Share price (in dollars per share) | $ / shares | $ 14.75 | |||||||
Consideration received from sale of stock | $ | $ 25,000,000 | |||||||
Securities Purchase, Voting and Standstill Agreement | Class C Units | Follow-On Funding | ||||||||
Class of Stock [Line Items] | ||||||||
Consideration received from sale of stock | $ | $ 240,000,000 | |||||||
Securities Purchase, Voting and Standstill Agreement | Redeemable Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares sold (in shares) | shares | 1 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Affiliated Entity | United States | Crestline Hotels and Resorts, LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Number of hotels managed by related party (hotel) | 79 | |||||||
Sub-Property Managers | United States | ||||||||
Class of Stock [Line Items] | ||||||||
Number of hotels managed by third-party (hotel) | 65 | |||||||
Sub-Property Managers | United States | Hampton Inns Management LLC and Homewood Suites Management LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Number of hotels managed by third-party (hotel) | 38 | |||||||
Sub-Property Managers | United States | InnVentures IVI, LP | ||||||||
Class of Stock [Line Items] | ||||||||
Number of hotels managed by third-party (hotel) | 2 | |||||||
Sub-Property Managers | United States | McKibbon Hotel Management, Inc. | ||||||||
Class of Stock [Line Items] | ||||||||
Number of hotels managed by third-party (hotel) | 21 | |||||||
Sub-Property Managers | United States | Larry Blumberg & Associates, Inc | ||||||||
Class of Stock [Line Items] | ||||||||
Number of hotels managed by third-party (hotel) | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2018USD ($)hotellease | Jun. 30, 2018USD ($) | Mar. 31, 2018hotel | Dec. 31, 2017USD ($)hotel | Sep. 30, 2017USD ($)hotel | Jun. 30, 2017USD ($) | Sep. 30, 2018USD ($)segmenthotellease | Sep. 30, 2017USD ($)hotel | Mar. 31, 2017USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||||||
Impairment charge | $ 0 | $ 17,300,000 | $ 1,400,000 | $ 17,300,000 | $ 6,800,000 | ||||
Goodwill | 14,408,000 | $ 14,408,000 | 14,408,000 | ||||||
Impairment of goodwill | 0 | $ 0 | 0 | 16,100,000 | |||||
Net operating loss carryforwards | 152,100,000 | ||||||||
Advertising expense | 4,800,000 | 5,000,000 | $ 13,800,000 | 14,200,000 | |||||
Number of reportable segments (segment) | segment | 1 | ||||||||
Restricted cash | $ 27,743,000 | 63,444,000 | $ 27,743,000 | ||||||
Number of operating leases (lease) | lease | 1 | 1 | |||||||
Number of ground leases (lease) | lease | 9 | 9 | |||||||
Accounting Standards Update 2016-18 | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Restricted cash | $ 27,700,000 | $ 68,100,000 | $ 27,700,000 | $ 68,100,000 | |||||
Minimum | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Period after which receivables are due | 30 days | ||||||||
Maximum | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Period after which receivables are due | 90 days | ||||||||
Forward Contracts | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Derivative liability | $ 1,300,000 | $ 1,300,000 | $ 0 | ||||||
Class C Units | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Required period to accrete carrying value of Class C Units | 5 years | ||||||||
Sales Revenue, Net | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Percentage of total consolidated/ combined revenues | 100.00% | ||||||||
Product Concentration Risk | Rooms | Revenue from Contract with Customer | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Percentage of total consolidated/ combined revenues | 94.80% | 95.30% | 94.50% | 94.80% | |||||
Series of Individually Immaterial Business Acquisitions | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Goodwill | $ 31,600,000 | $ 31,600,000 | |||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Impairment loss on the sale real estate properties | $ 5,400,000 | ||||||||
Number of impaired hotels (hotel) | hotel | 3 | 3 | |||||||
Number of real estate properties held for sale (hotel) | hotel | 0 | 4 | 0 | 4 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Number of real estate properties sold (hotel) | hotel | 1 | 3 | 1 | 0 | |||||
Building | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Useful life | 40 years | ||||||||
Land Improvements | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Useful life | 15 years | ||||||||
Furniture, Fixtures and Equipment | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Trade receivables | $ 10,828 | $ 9,638 |
Note receivable from sale of hotel | 0 | 1,625 |
Allowance for doubtful accounts | (575) | (312) |
Trade and Note receivables, net of allowance | $ 10,253 | $ 10,951 |
Brookfield Investment - The Red
Brookfield Investment - The Redeemable Preferred Share (Details) | 9 Months Ended |
Sep. 30, 2018director | |
Related Party Transaction [Line Items] | |
Number of directors with approval rights (director) | 1 |
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC | |
Related Party Transaction [Line Items] | |
Number of directors eligible for election by investors (director) | 2 |
Number of additional directors eligible for election by investors (director) | 2 |
Brookfield Investment - Class C
Brookfield Investment - Class C Units (Details) | Jun. 30, 2017USD ($)period | Mar. 31, 2017USD ($)$ / shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | ||||||||
Class C Units carrying value | $ 160,336,000 | $ 160,336,000 | $ 128,044,000 | |||||
PIK distributions on Class C Units | 6,142,000 | $ 3,473,000 | ||||||
Accretion of the carrying value to the liquidation preference | 1,890,000 | |||||||
Deemed dividend | 5,405,000 | $ 4,369,000 | 15,355,000 | 8,681,000 | ||||
Cash dividend | 9,213,000 | |||||||
Cash paid for dividends | $ 9,322,000 | $ 5,567,000 | ||||||
Minimum percent of Class C Units to outstanding common stock to trigger preemptive rights | 5.00% | |||||||
Class C Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash distribution per annum | 7.50% | |||||||
Cash distribution potential increased rate | 10.00% | |||||||
Cash dividend | $ 0 | |||||||
PIK distribution per annum | 5.00% | |||||||
PIK distribution potential increased rate | 7.50% | |||||||
PIK distribution potential additional increased rate | 1.25% | |||||||
PIK distribution, number of quarterly periods (period) | period | 4 | |||||||
PIK maximum percent per year | 12.50% | |||||||
Denominator for PIK distribution (in dollars per share) | $ / shares | $ 14.75 | |||||||
Period after which holders of redeemable stock has right to increase number of board of directors | 3 months | |||||||
Class C Units | Investor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Minimum amount of assets for transfer without consent | $ 100,000,000 | |||||||
Securities Purchase, Voting and Standstill Agreement | Class C Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
PIK distributions on Class C Units | 11,400,000 | |||||||
Accretion of the carrying value to the liquidation preference | 3,500,000 | |||||||
Change in contingent forward liability | 100,000 | |||||||
Cash paid for dividends | $ 3,200,000 | $ 9,200,000 | ||||||
Paid in kind distributions (in shares) | shares | 146,594.53 | 416,402.88 | ||||||
Securities Purchase, Voting and Standstill Agreement | Initial Closing | Class C Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class C Units carrying value | $ 160,300,000 | $ 160,300,000 | ||||||
Class C Units fair value | $ 160,000,000 | 160,000,000 | ||||||
Class C Units issuance costs | $ 14,700,000 | |||||||
Fees incurred with the offering | $ 6,000,000 | |||||||
Deemed dividend | $ 4,500,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)lease | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)lease | Sep. 30, 2017USD ($) | |
Leases [Abstract] | ||||
Number of operating leases (lease) | lease | 1 | 1 | ||
Number of ground leases (lease) | lease | 9 | 9 | ||
Amortization of below-market lease intangibles, net, to rent expense | $ | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Rent expense | $ | $ 1.6 | $ 1.5 | $ 4.7 | $ 4.6 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Minimum Rental Commitments | |
For the three months ending December 31, 2018 | $ 1,305 |
Year ending December 31, 2019 | 5,227 |
Year ending December 31, 2020 | 5,265 |
Year ending December 31, 2021 | 5,271 |
Year ending December 31, 2022 | 5,292 |
Thereafter | 76,451 |
Total | 98,811 |
Amortization of Above and Below Market Lease Intangibles to Rent Expense | |
For the three months ending December 31, 2018 | 100 |
Year ending December 31, 2019 | 398 |
Year ending December 31, 2020 | 398 |
Year ending December 31, 2021 | 398 |
Year ending December 31, 2022 | 398 |
Thereafter | 7,438 |
Total | $ 9,130 |
Mortgage Notes Payable - Schedu
Mortgage Notes Payable - Schedule of Long-term Debt Instruments (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($)hotelpropertyextension | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||
Outstanding mortgage notes payable | $ 1,513,000 | $ 1,513,000 |
Less: Deferred Financing Fees, Net | 8,476 | 17,223 |
Mortgage notes payable, net | $ 1,504,524 | 1,495,777 |
Number of encumbered properties (property) | hotel | 144 | |
The Grace Acquisition | ||
Debt Instrument [Line Items] | ||
Number of encumbered properties (property) | hotel | 111 | |
Mortgage notes payable | HIT REIT 87-Pack Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Outstanding mortgage notes payable | $ 805,000 | 805,000 |
Number of extension rights (extension) | extension | 3 | |
Extension right | 1 year | |
Number of encumbered properties (property) | property | 87 | |
Mortgage notes payable | HIT REIT 87-Pack Mortgage Loan | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.56% | |
Mortgage notes payable | HIT REIT 87-Pack Mezzanine Loan | ||
Debt Instrument [Line Items] | ||
Outstanding mortgage notes payable | $ 110,000 | 110,000 |
Number of extension rights (extension) | extension | 3 | |
Extension right | 1 year | |
Number of encumbered properties (property) | property | 87 | |
Mortgage notes payable | HIT REIT 87-Pack Mezzanine Loan | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 6.50% | |
Mortgage notes payable | New Additional Grace Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Outstanding mortgage notes payable | $ 232,000 | 232,000 |
Interest Rate | 4.96% | |
Number of encumbered properties (property) | property | 1 | |
Mortgage notes payable | New Additional Grace Mortgage Loan | The Grace Acquisition | ||
Debt Instrument [Line Items] | ||
Number of encumbered properties (property) | property | 20 | |
Mortgage notes payable | HIT REIT Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding mortgage notes payable | $ 310,000 | 310,000 |
Number of extension rights (extension) | extension | 3 | |
Extension right | 1 year | |
Number of encumbered properties (property) | property | 1 | |
Mortgage notes payable | HIT REIT Term Loan | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% | |
Mortgage notes payable | HIT REIT Term Loan | Summit And Nobel Portfolios | ||
Debt Instrument [Line Items] | ||
Number of encumbered properties (property) | property | 28 | |
Mortgage notes payable | Baltimore Courtyard & Providence Courtyard | ||
Debt Instrument [Line Items] | ||
Outstanding mortgage notes payable | $ 45,500 | 45,500 |
Interest Rate | 4.30% | |
Mortgage notes payable | Hilton Garden Inn Blacksburg Joint Venture | ||
Debt Instrument [Line Items] | ||
Outstanding mortgage notes payable | $ 10,500 | $ 10,500 |
Interest Rate | 4.31% |
Mortgage Notes Payable - Narrat
Mortgage Notes Payable - Narrative (Details) | Apr. 27, 2017USD ($)propertyextension | Feb. 28, 2015USD ($)propertyextension | Sep. 30, 2018USD ($)hotelproperty | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotelpropertyextension | Sep. 30, 2017USD ($) | Oct. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | hotel | 144 | 144 | |||||
HIT REIT 87-Pack Loans | |||||||
Debt Instrument [Line Items] | |||||||
Minimum required net worth | $ | $ 250,000,000 | ||||||
The Grace Acquisition | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | hotel | 111 | 111 | |||||
Mortgage notes payable | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ | $ 19,600,000 | $ 16,800,000 | $ 56,000,000 | $ 49,800,000 | |||
Mortgage notes payable | HIT REIT 87-Pack Mortgage Loan | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | property | 87 | 87 | |||||
Number of extension rights (extension) | extension | 3 | ||||||
Extension right | 1 year | ||||||
Mortgage notes payable | HIT REIT 87-Pack Mortgage Loan | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.56% | ||||||
Mortgage notes payable | HIT REIT 87-Pack Mezzanine Loan | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | property | 87 | 87 | |||||
Number of extension rights (extension) | extension | 3 | ||||||
Extension right | 1 year | ||||||
Mortgage notes payable | HIT REIT 87-Pack Mezzanine Loan | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.50% | ||||||
Mortgage notes payable | New Additional Grace Mortgage Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 4.96% | 4.96% | |||||
Number of properties owned (hotel) | property | 1 | 1 | |||||
Mortgage notes payable | HIT REIT Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | property | 1 | 1 | |||||
Number of extension rights (extension) | extension | 3 | ||||||
Extension right | 1 year | ||||||
Mortgage notes payable | HIT REIT Term Loan | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.00% | ||||||
Mortgage notes payable | The Grace Acquisition | New Additional Grace Mortgage Loan | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | property | 20 | 20 | |||||
Mortgage notes payable | Baltimore Courtyard & Providence Courtyard | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 4.30% | 4.30% | |||||
Mortgage notes payable | Hilton Garden Inn Blacksburg Joint Venture | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 4.31% | 4.31% | |||||
Secured Debt | HIT REIT 87-Pack Loans | |||||||
Debt Instrument [Line Items] | |||||||
Amount of loan | $ | $ 915,000,000 | ||||||
Number of extension rights (extension) | extension | 3 | ||||||
Extension right | 1 year | ||||||
Secured Debt | HIT REIT 87-Pack Loans | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.03% | ||||||
Secured Debt | HIT REIT 87-Pack Loans | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.00% | ||||||
Secured Debt | HIT REIT 87-Pack Mortgage Loan | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | property | 87 | ||||||
Amount of loan | $ | $ 805,000,000 | ||||||
Secured Debt | HIT REIT 87-Pack Mortgage Loan | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.56% | ||||||
Secured Debt | HIT REIT 87-Pack Mezzanine Loan | |||||||
Debt Instrument [Line Items] | |||||||
Amount of loan | $ | $ 110,000,000 | ||||||
Secured Debt | HIT REIT 87-Pack Mezzanine Loan | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.50% | ||||||
Secured Debt | New Additional Grace Mortgage Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 4.96% | ||||||
Secured Debt | HIT REIT Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties owned (hotel) | property | 28 | ||||||
Amount of loan | $ | $ 310,000,000 | ||||||
Number of extension rights (extension) | extension | 3 | ||||||
Extension right | 1 year | ||||||
Minimum required net worth | $ | $ 250,000,000 | ||||||
Secured Debt | HIT REIT Term Loan | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.00% | ||||||
Secured Debt | HIT REIT Term Loan | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.00% |
Promissory Notes Payable - Narr
Promissory Notes Payable - Narrative (Details) - Property Management Transactions - Property Manager | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Cash payment per month | $ 333,333.33 |
Loan | Note Payable to Former Property Manager | |
Debt Instrument [Line Items] | |
Cash payment per month | $ 333,333.33 |
Mandatorily Redeemable Prefer_2
Mandatorily Redeemable Preferred Securities - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2015USD ($) | Feb. 28, 2015USD ($)company | Mar. 31, 2018hotel | Dec. 31, 2017hotel | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017hotel | Feb. 27, 2018USD ($) | |
Business Acquisition [Line Items] | |||||||
Number of properties owned (hotel) | hotel | 144 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Business Acquisition [Line Items] | |||||||
Redemption of mandatorily redeemable preferred securities | $ 3,800,000 | ||||||
Number of real estate properties sold (hotel) | hotel | 1 | 3 | 1 | 0 | |||
The Grace Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Number of newly formed LLCs (company) | company | 2 | ||||||
Number of properties owned (hotel) | hotel | 111 | ||||||
Number of additional unencumbered real estate properties (hotel) | hotel | 4 | ||||||
The Grace Acquisition | Redeemable Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from issuance of preferred limited partner units | $ 447,100,000 | ||||||
Distribution period | 18 months | ||||||
Percentage of preferred equity interests required to be redeemed by 2018 | 50.00% | ||||||
Percent of equity offering proceeds to redeem preferred equity interests at par | 35.00% | ||||||
Maximum offering proceeds used to redeem preferred equity interests at par | $ 350,000,000 | ||||||
Period for maximum equity offering proceeds used to redeem preferred equity interests at par | 12 months | ||||||
Amount of preferred equity interests required to be redeemed | $ 10,600,000 | ||||||
Percentage of preferred equity interests required to be redeemed by 2019 | $ 219,700,000 | $ 223,500,000 | |||||
The Grace Acquisition | Redeemable Preferred Stock | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Distribution rate | 7.50% | ||||||
The Grace Acquisition | Redeemable Preferred Stock | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Distribution rate | 8.00% |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 17,605 | $ 24,261 |
Accrued expenses | 60,042 | 43,191 |
Total | $ 77,647 | $ 67,452 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) | Aug. 02, 2018 | Jun. 29, 2018 | May 14, 2018 | Mar. 31, 2017 | Jan. 13, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2015 | Sep. 24, 2018 |
Class of Stock [Line Items] | |||||||||
Common stock, outstanding (in shares) | 39,505,742 | 39,343,604 | |||||||
Common stock, issued (in shares) | 39,505,742 | 39,343,604 | |||||||
Common stock repurchases (in shares) | 169,348 | 170,260 | 113,091 | ||||||
Repurchase and retirement of common stock | $ 1,200,000 | $ 763,366 | $ 1,194,000 | ||||||
Restatement Adjustment | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock repurchases (in shares) | (912) | ||||||||
Share Repurchase Program | |||||||||
Class of Stock [Line Items] | |||||||||
Repurchase price | $ 9 | ||||||||
Number of shares authorized for repurchase (in shares) | 1,000,000 | ||||||||
Percentage of the number of shares of common stock outstanding as of the last day of the previous quarter | 5.00% | ||||||||
Securities Purchase, Voting and Standstill Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Cash dividends per share declared (in dollars per share) | $ 0.525 | $ 0.525 | |||||||
Company Offer | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per share) | $ 7.05 | ||||||||
Company Offer | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Number of units issued (in shares) | 1,000,000 | ||||||||
Property Management Transactions | Property Manager | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, issued (in shares) | 279,329 | ||||||||
Property Management Transactions | Advisor | Class B Units | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of stock (in shares) | 524,956 | ||||||||
Property Management Transactions | Advisor | OP Units | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of stock (in shares) | 524,956 | ||||||||
Shares issued in conversion (in shares) | 524,956 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, fair value (in dollars per share) | $ 14.59 | ||||||||
Common Stock | Property Management Transactions | Advisor | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued in conversion (in shares) | 524,956 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, outstanding (in shares) | 39,505,742 | 39,343,604 | |||||||
Common stock repurchases (in shares) | 169,348 | ||||||||
Repurchase and retirement of common stock | $ 2,000 |
Share-Based Payments - Narrativ
Share-Based Payments - Narrative (Details) - USD ($) $ in Millions | Mar. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of granted shares allowed | 5.00% | ||||
Number of shares authorized (in shares) | 4,000,000 | 4,000,000 | |||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards vesting period | 5 years | 5 years | |||
Compensation expense | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | |
Unrecognized compensation expense remaining | 0.1 | $ 0.1 | |||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards vesting period | 4 years | ||||
Compensation expense | 0.4 | $ 0.2 | $ 1 | $ 0.2 | |
Unrecognized compensation expense remaining | $ 4 | $ 4 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Restricted Shares Awards (Details) - Restricted Stock $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Shares | |
Non-vested, beginning of period (in shares) | shares | 7,576 |
Granted (in shares) | shares | 7,210 |
Vested (in shares) | shares | 7,576 |
Forfeitures (in shares) | shares | 0 |
Non-vested, end of period (in shares) | shares | 7,210 |
Weighted Average Grant Date Fair Value (per share) | |
Non-vested, beginning of period (in dollars per share) | $ / shares | $ 14.59 |
Granted (in dollars per share) | $ / shares | 14.18 |
Vested (in dollars per share) | $ / shares | 14.59 |
Forfeitures (in dollars per share) | $ / shares | 0 |
Non-vested, end of period (in dollars per share) | $ / shares | $ 14.18 |
Aggregate Intrinsic Value (in thousands) | |
Non-vested, beginning of period | $ | $ 111 |
Granted | $ | 102 |
Vested | $ | 111 |
Forfeitures | $ | 0 |
Non-vested, end of period | $ | $ 102 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Restricted Units Awards (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Shares | |
Non-vested, beginning of period (in shares) | shares | 99,840 |
Granted (in shares) | shares | 275,709 |
Vested (in shares) | shares | 42,507 |
Forfeitures (in shares) | shares | 678 |
Non-vested, end of period (in shares) | shares | 332,364 |
Weighted Average Grant Date Fair Value (per share) | |
Non-vested, beginning of period (in dollars per share) | $ / shares | $ 15.04 |
Granted (in dollars per share) | $ / shares | 14.18 |
Vested (in dollars per share) | $ / shares | 14.98 |
Forfeitures (in dollars per share) | $ / shares | 14.59 |
Non-vested, end of period (in dollars per share) | $ / shares | $ 14.34 |
Aggregate Intrinsic Value (in thousands) | |
Non-vested, beginning of period | $ | $ 1,502 |
Granted | $ | 3,910 |
Vested | $ | 637 |
Forfeitures | $ | 10 |
Non-vested, end of period | $ | $ 4,765 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, by Balance Sheet Grouping (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2017 |
Forward Contracts | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Contingent forward liability | $ 1,300,000 | $ 0 |
Level 3 | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Mortgage notes payable | 1,513,000,000 | |
Mandatorily redeemable preferred securities | 219,746,000 | |
Total | 1,734,048,000 | |
Level 3 | Carrying Amount | Forward Contracts | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Contingent forward liability | 1,302,000 | |
Level 3 | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Mortgage notes payable | 1,511,217,000 | |
Mandatorily redeemable preferred securities | 214,228,000 | |
Total | 1,726,747,000 | |
Level 3 | Fair Value | Forward Contracts | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Contingent forward liability | $ 1,302,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |||||
Impairment charge | $ 0 | $ 17,300,000 | $ 1,400,000 | $ 17,300,000 | $ 6,800,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2017 |
Forward Contracts | ||
Other Commitments [Line Items] | ||
Derivative liability | $ 1,300,000 | $ 0 |
Related Party Transactions an_2
Related Party Transactions and Arrangements - Relationships with the Brookfield Investor and its Affiliates (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Related Party Transaction [Line Items] | |||||
Cash paid for dividends | $ 9,322 | $ 5,567 | |||
Securities Purchase, Voting and Standstill Agreement | Class C Units | |||||
Related Party Transaction [Line Items] | |||||
Cash paid for dividends | $ 3,200 | $ 9,200 | |||
Paid in kind distributions (in shares) | 146,594.53 | 416,402.88 | |||
Securities Purchase, Voting and Standstill Agreement | Class C Units | Initial Closing | |||||
Related Party Transaction [Line Items] | |||||
Number of shares sold (in shares) | 9,152,542.37 | ||||
Share price (in dollars per share) | $ 14.75 | ||||
Consideration received from sale of stock | $ 135,000 | ||||
Cumulative cash distributions | 7.50% | ||||
Paid in king distributions payable | 5.00% | ||||
Securities Purchase, Voting and Standstill Agreement | Class C Units | Second Closing | |||||
Related Party Transaction [Line Items] | |||||
Number of shares sold (in shares) | 1,694,915.25 | ||||
Share price (in dollars per share) | $ 14.75 | ||||
Consideration received from sale of stock | $ 25,000 |
Related Party Transactions an_3
Related Party Transactions and Arrangements - Relationships with AR Capital, AR Global and their Affiliates (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 0 | |||
Property Manager | Total management fees incurred from Former Property Manager | ||||
Related Party Transaction [Line Items] | ||||
Fees incurred with the offering | $ 0 | $ 4,600,000 | ||
Property Manager | Property Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Fees incurred with the offering | 0 | 2,000,000 | ||
Advisor | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 0 | $ 0 | ||
Advisor | Reimbursement for Administrative Services and Personnel Costs | ||||
Related Party Transaction [Line Items] | ||||
Fees incurred with the offering | $ 0 | $ 900,000 |
Related Party Transactions an_4
Related Party Transactions and Arrangements - Property Management Transactions (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Common stock, issued (in shares) | 39,343,604 | 39,505,742 | |
Goodwill | $ 14,408,000 | $ 14,408,000 | |
Series of Individually Immaterial Business Acquisitions | |||
Related Party Transaction [Line Items] | |||
Goodwill | $ 31,600,000 | $ 31,600,000 | |
Common Stock | |||
Related Party Transaction [Line Items] | |||
Common stock, fair value (in dollars per share) | $ 14.59 | ||
Property Manager | Property Management Transactions | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | $ 10,000,000 | ||
Cash payment per month | 333,333.33 | ||
Aggregate cash payments | $ 4,000,000 | ||
Period of monthly cash payments | 12 months | ||
Common stock, issued (in shares) | 279,329 | ||
Advisor | Property Management Transactions | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | $ 5,821,988 | ||
Advisor | Property Management Transactions | Class B Units | |||
Related Party Transaction [Line Items] | |||
Conversion of stock (in shares) | 524,956 | ||
Advisor | Property Management Transactions | OP Units | |||
Related Party Transaction [Line Items] | |||
Conversion of stock (in shares) | 524,956 | ||
Shares issued in conversion (in shares) | 524,956 | ||
Advisor | Property Management Transactions | Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares issued in conversion (in shares) | 524,956 |
Sale of Hotels - Narrative (Det
Sale of Hotels - Narrative (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018hotel | Dec. 31, 2017hotel | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017hotel | |
Long Lived Assets Held-for-sale [Line Items] | ||||
Number of real estate properties sold (hotel) | hotel | 1 | 3 | 1 | 0 |
Sales price | $ 5.7 | |||
Loss on sale of hotel | 0.1 | |||
Redemption of mandatorily redeemable preferred securities | $ 3.8 |
Impairments (Details)
Impairments (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($)hotel | Jun. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($)hotel | Jun. 30, 2017USD ($) | Sep. 30, 2018USD ($)hotel | Sep. 30, 2017USD ($)hotel | |
Real Estate [Abstract] | ||||||
Number of hotels identified for impairment (hotel) | 4 | 4 | ||||
Impairment charge | $ | $ 0 | $ 17,300,000 | $ 1,400,000 | $ 17,300,000 | $ 6,800,000 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment loss on the sale real estate properties | $ | $ 5,400,000 | |||||
Number of impaired hotels (hotel) | 3 | 3 | ||||
Number of real estate properties held for sale (hotel) | 0 | 4 | 0 | 4 |