Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38168 | |
Entity Registrant Name | CorePoint Lodging Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 82-1497742 | |
Entity Address, Address Line One | 125 E. John Carpenter Freeway, Suite 1650 | |
Entity Address, City or Town | Irving, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75062 | |
City Area Code | 972 | |
Local Phone Number | 893-3199 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | CPLG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,464,569 | |
Entity Central Index Key | 0001707178 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Real estate: | ||
Land | $ 468 | $ 511 |
Buildings and improvements | 1,689 | 1,813 |
Furniture, fixtures, and other equipment | 256 | 293 |
Gross operating real estate | 2,413 | 2,617 |
Less accumulated depreciation | (1,062) | (1,083) |
Net operating real estate | 1,351 | 1,534 |
Construction in progress | 2 | 5 |
Total real estate, net | 1,353 | 1,539 |
Right of use assets | 15 | 16 |
Cash and cash equivalents | 159 | 143 |
Accounts receivable | 9 | 13 |
Other assets | 69 | 55 |
Total Assets | 1,605 | 1,766 |
Liabilities: | ||
Debt, net | 638 | 810 |
Mandatorily redeemable preferred stock | 15 | 15 |
Accounts payable and accrued expenses | 54 | 48 |
Other liabilities | 39 | 36 |
Total Liabilities | 746 | 909 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.01 par value per share; 1.0 billion shares authorized; 58.5 million and 58.0 million shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 1 | 1 |
Additional paid-in-capital | 968 | 963 |
Accumulated deficit | (112) | (109) |
Noncontrolling interest | 2 | 2 |
Total Equity | 859 | 857 |
Total Liabilities and Equity | $ 1,605 | $ 1,766 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued (in shares) | 58,500,000 | 58,000,000 |
Common Stock, shares outstanding (in shares) | 58,500,000 | 58,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Revenues | $ 138 | $ 72 | $ 235 | $ 218 |
Operating Expenses: | ||||
Property tax, insurance and other | 13 | 15 | 27 | 31 |
Management and royalty fees | 14 | 7 | 23 | 21 |
Corporate general and administrative | 7 | 6 | 14 | 14 |
Depreciation and amortization | 37 | 42 | 75 | 82 |
Gain on sales of real estate | (42) | (9) | (52) | (32) |
Gain on casualty | (2) | (1) | (3) | (3) |
Impairment loss | 0 | 52 | 0 | 54 |
Total Operating Expenses | 103 | 167 | 226 | 325 |
Operating income (loss) | 35 | (95) | 9 | (107) |
Other Income (Expense): | ||||
Interest expense | (7) | (12) | (14) | (26) |
Other income (expense), net | 0 | (1) | 2 | 2 |
Total Other Expenses | (7) | (13) | (12) | (24) |
Income (loss) before income taxes | 28 | (108) | (3) | (131) |
Income tax benefit | 0 | 1 | 0 | 3 |
Net income (loss) | $ 28 | $ (107) | $ (3) | $ (128) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding - basic (in shares) | 57,000 | 56,600 | 57,000 | 56,600 |
Weighted average common shares outstanding - diluted (in shares) | 58,500 | 56,600 | 57,000 | 56,600 |
Earnings (loss) per share: | ||||
Basic earnings (loss) per share (in usd per share) | $ 0.49 | $ (1.89) | $ (0.05) | $ (2.26) |
Diluted earnings (loss) per share (in usd per share) | $ 0.48 | $ (1.89) | $ (0.05) | $ (2.26) |
Rooms | ||||
Revenues: | ||||
Revenues | $ 135 | $ 70 | $ 230 | $ 213 |
Operating Expenses: | ||||
Cost of goods and services | 56 | 40 | 103 | 119 |
Other | ||||
Revenues: | ||||
Revenues | 3 | 2 | 5 | 5 |
Operating Expenses: | ||||
Cost of goods and services | $ 20 | $ 15 | $ 39 | $ 39 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-in- Capital | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 57,200 | ||||
Beginning balance at Dec. 31, 2019 | $ 1,037 | $ 1 | $ 954 | $ 80 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (21) | (21) | |||
Dividends on common stock | (11) | (11) | |||
Equity-based compensation (in shares) | 900 | ||||
Equity-based compensation | 2 | 2 | |||
Ending balance (in shares) at Mar. 31, 2020 | 58,100 | ||||
Ending balance at Mar. 31, 2020 | 1,007 | $ 1 | 956 | 48 | 2 |
Beginning balance (in shares) at Dec. 31, 2019 | 57,200 | ||||
Beginning balance at Dec. 31, 2019 | 1,037 | $ 1 | 954 | 80 | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (128) | ||||
Ending balance (in shares) at Jun. 30, 2020 | 58,200 | ||||
Ending balance at Jun. 30, 2020 | 903 | $ 1 | 959 | (59) | 2 |
Beginning balance (in shares) at Mar. 31, 2020 | 58,100 | ||||
Beginning balance at Mar. 31, 2020 | 1,007 | $ 1 | 956 | 48 | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (107) | (107) | |||
Equity-based compensation (in shares) | 100 | ||||
Equity-based compensation | 3 | 3 | |||
Ending balance (in shares) at Jun. 30, 2020 | 58,200 | ||||
Ending balance at Jun. 30, 2020 | $ 903 | $ 1 | 959 | (59) | 2 |
Beginning balance (in shares) at Dec. 31, 2020 | 58,000 | 58,000 | |||
Beginning balance at Dec. 31, 2020 | $ 857 | $ 1 | 963 | (109) | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (31) | (31) | |||
Equity-based compensation (in shares) | 600 | ||||
Equity-based compensation | 4 | 4 | |||
Ending balance (in shares) at Mar. 31, 2021 | 58,600 | ||||
Ending balance at Mar. 31, 2021 | $ 830 | $ 1 | 967 | (140) | 2 |
Beginning balance (in shares) at Dec. 31, 2020 | 58,000 | 58,000 | |||
Beginning balance at Dec. 31, 2020 | $ 857 | $ 1 | 963 | (109) | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ (3) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 58,500 | 58,500 | |||
Ending balance at Jun. 30, 2021 | $ 859 | $ 1 | 968 | (112) | 2 |
Beginning balance (in shares) at Mar. 31, 2021 | 58,600 | ||||
Beginning balance at Mar. 31, 2021 | 830 | $ 1 | 967 | (140) | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 28 | 28 | |||
Equity-based compensation | 2 | 2 | |||
Purchase of common stock (in shares) | (100) | ||||
Purchase of common stock | $ (1) | (1) | |||
Ending balance (in shares) at Jun. 30, 2021 | 58,500 | 58,500 | |||
Ending balance at Jun. 30, 2021 | $ 859 | $ 1 | $ 968 | $ (112) | $ 2 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Dividends on common stock, per share | $ 0.20 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (3) | $ (128) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 75 | 82 |
Amortization of deferred costs and other assets | 0 | 9 |
Gain on sales of real estate | (52) | (32) |
Gain on casualty | (3) | (3) |
Equity-based compensation expense | 5 | 5 |
Impairment loss | 0 | 54 |
Changes in assets and liabilities: | ||
Accounts receivable | 2 | 2 |
Other assets | 6 | 0 |
Accounts payable and accrued expenses | 6 | (9) |
Net cash provided by (used in) operating activities | 36 | (20) |
Cash flows from investing activities: | ||
Capital expenditures, primarily investments in existing real estate | (8) | (14) |
Lender and other escrows | (10) | (10) |
Insurance proceeds related to real estate casualties | 5 | 9 |
Proceeds from sales of real estate | 170 | 117 |
Net cash provided by investing activities | 157 | 102 |
Cash flows from financing activities: | ||
Proceeds from debt | 0 | 110 |
Repayment of debt | (171) | (70) |
Debt issuance costs | (1) | (1) |
Payment of insurance financing | (4) | (6) |
Dividends on common stock | 0 | (22) |
Purchase of common stock | (1) | 0 |
Net cash provided by (used in) financing activities | (177) | 11 |
Increase in cash and cash equivalents | 16 | 93 |
Cash and cash equivalents at the beginning of the period | 143 | 101 |
Cash and cash equivalents at the end of the period | $ 159 | $ 194 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization and Business CorePoint Lodging Inc., a Maryland corporation, is a publicly traded (NYSE: CPLG) self-administered lodging real estate investment trust (“REIT”) strategically focused on the midscale and upper midscale lodging segments, with a portfolio of select-service hotels located in the United States (“U.S.”). As used herein, “CorePoint,” “we,” “us,” “our,” or the “Company” refer to CorePoint Lodging Inc. and its subsidiaries unless the context otherwise requires. The following table sets forth the number of owned and joint venture hotels and approximate number of rooms as of June 30, 2021, December 31, 2020 and June 30, 2020, respectively: June 30, 2021 December 31, 2020 June 30, 2020 Hotels Rooms Hotels Rooms Hotels Rooms Owned 174 23,600 208 27,600 239 31,200 Joint Venture 1 200 1 200 1 200 Totals 175 23,800 209 27,800 240 31,400 On July 13, 2021, we announced that our board of directors, working together with financial and legal advisors, has decided to explore strategic alternatives to maximize stockholder value. The board of directors intends to consider a full range of available strategic alternatives to maximize stockholder value, including a potential sale of the Company or other transactions. For U.S. federal income tax purposes, we made an election to be taxed as a REIT, effective May 31, 2018, with the filing of our U.S. federal income tax return for the year ended December 31, 2018. We believe that we are organized and operate in a REIT-qualified manner, and we intend to continue to operate as such. As a REIT, we are generally not subject to federal corporate income tax on the portion of our net income that is currently distributed to our stockholders. To maintain our REIT status, we are required to meet several requirements as provided by the Internal Revenue Code of 1986, as amended (the “Code”). These include that the Company cannot operate or manage our hotels. Therefore, we lease the hotel properties to CorePoint TRS L.L.C., our wholly-owned taxable REIT subsidiary (“CorePoint TRS”), which engages third-party eligible independent contractors to manage the hotels. CorePoint TRS is subject to federal, state and local income taxes. To maintain our REIT status, we must distribute annually at least 90% of our “REIT taxable income,” as defined by the Code, to our stockholders. We intend to continue to meet our distribution and other requirements as required by the Code. Interim Unaudited Financial Information The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The results for the interim periods shown in this report are not necessarily indicative of future financial results. The accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, including normal recurring items, necessary to present fairly our condensed consolidated financial position as of June 30, 2021 and December 31, 2020, and our condensed consolidated results of operations and cash flows for the periods ended June 30, 2021 and 2020. The accompanying condensed consolidated financial statements include our accounts, as well as our wholly-owned subsidiaries and any consolidated variable interest entities (“VIEs”). We recognize noncontrolling interests for the proportionate share of operations for ownership interests not held by our stockholders. All intercompany transactions have been eliminated. Use of Estimates |
Significant Accounting Policies
Significant Accounting Policies and Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Recently Issued Accounting Standards | Significant Accounting Policies and Recently Issued Accounting Standards Investment in Real Estate Property and equipment and other investments in real estate are stated at cost less accumulated depreciation computed using a straight-line method over the following estimated useful life of each asset. Buildings and improvements have an initial estimated useful life of five two We capitalize expenditures that increase the overall value of an asset or extend an asset’s life, typically associated with hotel refurbishments, renovations, and major repairs. Such costs primarily include third-party contract labor, materials, professional design and other direct costs, and during the redevelopment and renovation period, interest, real estate taxes and insurance costs. The interest, real estate taxes and insurance capitalization period begins when the activities related to the development have begun and ceases when the project is substantially complete, and the assets are held available for use or occupancy. Once such a project is substantially complete and the associated assets are ready for intended use, interest, real estate taxes and insurance costs are no longer capitalized. Construction in progress primarily includes capitalized costs for ongoing projects that have not yet been put into service. Normal maintenance and repair costs are expensed as incurred. Impairment of Real Estate Related Assets For our investments in real estate, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable during the expected holding period. When such events or changes are present, we assess the property’s recoverability by comparing the carrying amount of the asset to our estimate of the aggregate undiscounted future operating cash flows expected to be generated over the holding period of the asset including its eventual disposition. If the carrying amount exceeds the aggregate undiscounted future operating cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. Any such impairment is treated for accounting purposes similar to an asset acquisition at the estimated fair value, which includes establishing a new cost basis and the elimination of the asset’s accumulated depreciation and amortization. In evaluating our investments for impairment, we undergo continuous evaluations of property level performance and real estate trends, and management makes several estimates and assumptions, including, but not limited to, the projected date of disposition, estimated sales price and future cash flows of each property during our estimated holding period. If our analysis or assumptions regarding the projected cash flows expected to result from the use and eventual disposition of our properties change, we incur additional costs and expenses during the holding period, or our expected hold periods change, we may incur future impairment losses. Sales of Real Estate We classify hotels as held for sale when the criteria are met, in accordance with GAAP. At that time, we present the assets and obligations associated with the real estate held for sale separately in our condensed consolidated balance sheet, and we cease recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. Upon the disposition of a property, we recognize a gain or loss at a point in time when we determine control of the underlying asset has been transferred to the buyer. Our performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of any variable consideration identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available. For sales of real estate (or assets classified as held for sale), we evaluate whether the disposition is a strategic shift that will have a major effect on our operations and financial results. When a disposition represents a strategic shift that will have a major effect on our operations and financial results, it will be classified as discontinued operations in our condensed consolidated financial statements for all periods presented. Cash and Cash Equivalents We classify all cash on hand, demand deposits with financial institutions, and short-term highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair market value. Our Revolver Credit Agreement requires us to maintain a minimum liquidity of cash and cash equivalents, as defined, at all times. See Note 5 “Debt” for additional information. We classify cash and cash equivalents as restricted cash when contractual agreements or arrangements impose restrictions on our ability to access and utilize the cash and cash equivalent amounts for our operations. Accounts Receivable Accounts receivable primarily consists of receivables due from insurance settlements, hotel guests, credit card companies, our hotel manager, and hotel buyers with deferred purchase price arrangements. Our receivables are carried at estimated collectable amounts. We periodically evaluate our receivables for collectability based on expected losses incurred over the life of the receivable, considering our historical experience, the length of time receivables are past due and the financial condition of the debtor. Accounts receivable are written off when collection is not probable. We record uncollectible operating lease receipts as a direct offset to room revenues. Our insurance settlement receivables are recorded based upon the terms of our insurance policies and our estimates of insurance losses. Debt and Deferred Debt Issuance Costs Deferred debt issuance costs include costs incurred in connection with issuance of debt, including costs associated with the entry into our loan agreements and revolving credit facility, and are presented as a direct reduction from the carrying amount of debt. These debt issuance costs are deferred and amortized to expense on a straight-line basis over the term of the debt, which approximates the effective interest amortization method. This amortization expense is included as a component of interest expense. When debt is paid prior to its scheduled maturity date and the underlying terms are materially modified, the remaining carrying value of deferred debt issuance costs, along with certain other payments to lenders, is included in loss on extinguishment of debt. Lessee Accounting We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for ground leases and our corporate office lease, where the asset is classified within “right of use assets” and the operating lease liability is classified within “other liabilities” in our condensed consolidated balance sheets. Right of use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Right of use assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our variable lease payments consist of payments based on a rate or index established subsequent to the lease commencement date and non-lease services related to the ground lease, primarily real estate taxes. Variable lease payments are excluded from the right of use assets and operating lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As our leases do not provide an implicit rate, we use our incremental borrowing rate. Our incremental borrowing rate is based on information available at the commencement date using our actual borrowing rates commensurate with the lease terms and a fully levered borrowing. Extension options on our leases are included in our minimum lease terms when they are reasonably certain to be exercised. In our evaluation of the lease term, we consider other arrangements, primarily our debt and franchise agreements, which may have economic consequences related to failure to renew certain ground leases. For accounting purposes, such lease terms are not adjusted unless the contractual terms are modified. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. We have elected to treat rent concessions related to the COVID-19 pandemic as variable lease payments. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In evaluating the fair value of both financial and non-financial assets and liabilities, GAAP establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels, which are as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Valuations in this category are inherently less reliable than actively quoted market prices due to the degree of subjectivity involved in determining appropriate methodologies and the applicable underlying observable market assumptions. We consider contractual pricing from a hotel under contract for sale as a Level 2 input. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. These inputs cannot be validated by readily determinable market data and generally involve considerable judgment by management. We use the highest level of observable market data if such data is available without undue cost and effort. Derivative Instruments We use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates. We regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for trading or speculative purposes. We record all derivatives at fair value. On the date the derivative contract is entered into, we designate the derivative as one of the following: a hedge of a forecasted transaction or the variability of cash flows to be paid (“Cash Flow Hedge”), a hedge of the fair value of a recognized asset or liability (“Fair Value Hedge”), or an undesignated hedge instrument. As of June 30, 2021 and December 31, 2020, all of our derivative instruments were interest rate caps, and none are designated as hedge instruments. Changes in fair value of undesignated hedge instruments are recorded in current period earnings. Revenue Recognition Our revenues primarily consist of operating lease revenues from room rentals, which are accounted for under GAAP in accordance with lease accounting standards. Room revenue is recognized as earned on a daily basis, net of customer incentive discounts, cash rebates, and refunds. Other lease revenues primarily include lease revenue from restaurants, billboards and cell towers, all of which are operating leases. Such leases are recognized on a straight-line basis over the term of the lease when collections are considered probable and as earned and collected when collections are not considered probable. Uncollectible lease amounts are recorded as a direct offset to revenues. As a lessor, our operating leases do not contain purchase options or require significant assumptions or judgments. Some of our operating leases contain extension options. For those with extension options we assess the likelihood such options will be exercised in determining the lease term. Customer revenues include other hotel guest revenues generated by the incidental support of hotel operations and are recognized under the revenue accounting standard as the service obligation is completed. Purchase of Common Stock Purchases of common stock are recorded on the trade date at cost, including commissions and other costs, through a removal of the stated par value with the excess recorded as additional paid-in-capital. Equity-Based Compensation We have a stock-based incentive award plan for our employees and directors, which primarily includes time-based and performance-based awards. We recognize the cost of services received in an equity-based payment transaction with an employee or director as services are received and record either a corresponding increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria. Measurement for these equity awards is the estimated fair value at the grant date of the equity instruments. The equity-based compensation expense is recognized for awards earned or expected to be earned. Accordingly, the compensation expense for all equity awards is recognized straight-line over the vesting period of the last separately identified vesting portion of the award. Forfeitures for time-based and market-based performance awards are recognized as they occur. Performance awards with targets other than market-based are assessed at each balance sheet date with respect to the expected achievement of the target. Equity-based compensation expense is classified in corporate general and administrative expenses. Dividend equivalent cash payments related to unvested employee and director awards are charged to corporate general and administrative expenses. Dividends awarded as additional stock grants are included in equity-based compensation expense. Earnings Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of our common stock outstanding plus other potentially dilutive securities, except when the effect would be anti-dilutive. Dilutive securities primarily include equity-based awards issued under long-term incentive plans. Dilutive securities are excluded from the calculation of earn ings per share for periods of net loss because the effect would be anti-dilutive. The ea rnings per share amounts are calculated using unrounded amounts and shares which may result in differences in rounding of the presented per share amounts. Income Taxes We are organized in conformity with and operate in a manner that allows us to be taxed as a REIT for U.S. federal income tax purposes. To the extent we continue to qualify as a REIT, we generally will not be subject to U.S. federal income tax on taxable income generated by our REIT activities that we distribute to our stockholders. Accordingly, no provision for U.S. federal income tax expense has been included in our accompanying condensed consolidated financial statements for the three and six months ended June 30, 2021 or 2020 related to our REIT operations; however, CorePoint TRS, our wholly-owned taxable REIT subsidiary, is subject to U.S. federal, state and local income taxes and we may be subject to state and local taxes. Our provision for income taxes differs from the statutory federal tax rate of 21%, due to the impact of our REIT election, recognition of valuation allowances, accelerated deductions for certain real estate expenditures and state income taxes. We have not recognized any income tax benefit for the three and six months ended June 30, 2021, as we believe the realization of a benefit is not more likely than not. We use the asset and liability method of accounting for income taxes. Under this method, current income tax expense represents the amounts expected to be reported on our income tax returns, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. In determining our tax expense or benefit for financial statement reporting purposes, we must evaluate our compliance with the Code, including the transfer pricing determinations used in establishing rental payments between the REIT and CorePoint TRS. Accounting for income taxes requires, among others, interpretation of the Code, estimated tax effects of transactions, and evaluation of probabilities of sustaining tax positions, including realization of tax benefits. We recognize a valuation allowance for income tax benefits if it is more likely than not that all or a portion of the benefit will not be realized. We recognize tax positions only after determining that the relevant tax authority would more likely than not sustain the position following the audit. The final resolution of those assessments may subject us to additional taxes. In addition, we may incur expenses defending our positions during Internal Revenue Service (“IRS”) tax examinations, even if we are able to eventually sustain our position with the tax authorities. Concentrations of Credit Risk and Business Risk We have cash and cash equivalents deposited in certain financial institutions in excess of federally insured levels. As of June 30, 2021, approximat ely 50% of o ur total cash and cash equivalents were held in accounts fully covered by FDIC insurance or money market accounts collateralized by U.S. treasuries. For our remaining cash and cash equivalent accounts, we utilize financial institutions that we consider to be of high credit quality and consider the risk of default to be minimal. We have diversified our accounts with several banking institutions in an attempt to minimize exposure to any one of these institutions. We also monitor the creditworthiness of our customers and financial institutions before extending credit or making investments. Substantially all of our revenues are derived from our lodging operations at our hotels. Lodging operations are particularly sensitive to adverse economic, social and competitive conditions and trends, including the COVID-19 pandemic, which could adversely affect our business, financial condition and results of operations. We have a concentration of hotels operating in Florida, Texas and California. The number of hotels and percentages of total hotels as of June 30, 2021 and 2020, and the percentages of our total revenues, from these states for the six months ended June 30, 2021 and 2020, is as follows: June 30, 2021 June 30, 2020 Number of Hotels Percentage of Total Hotels Percentage of Total Revenue Number of Hotels Percentage of Total Hotels Percentage of Total Revenue Florida 37 21 % 22 % 45 19 % 22 % Texas 31 18 % 16 % 45 19 % 18 % California 18 10 % 12 % 21 9 % 12 % Total 86 49 % 50 % 111 47 % 52 % Segment Reporting Our hotel investments have similar economic characteristics and our service offerings and delivery of services are provided in a similar manner, using the same types of facilities and similar technologies. Our chief operating decision maker reviews our financial information on an aggregated basis. As a result, we have concluded that we have one operating and reportable business segment. Principal Components of Expenses As more fully explained in Note 8 “Commitments and Contingencies” our third-party management company is responsible for the day to day operations of our hotels. For many expenses, the manager directly contracts for the services in the capacity as a principal, and we reimburse our manager in accordance with the agreements. We present the following expense components and only classify the fee portion of expense as management and royalty fees. We classify all amounts owed to our manager and franchisor in accounts payable and accrued expenses. Rooms — These expenses include hotel operating expenses of housekeeping, reservation systems (per our franchise agreements), room and breakfast supplies and front desk costs. Other departmental and support — These expenses include hotel operating expenses that constitute non-room operating expenses, including parking, telecommunications, on-site administrative labor, sales and marketing, loyalty program, recurring repairs and maintenance and utility expenses. Property tax, insurance and other — These expenses consist primarily of real and personal property taxes, other local taxes, ground rent, equipment rent and insurance for our hotel properties. Newly Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ( “ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients and exceptions related to the transition away from London Interbank Offered Rate (“LIBOR”) and other interbank offering rates to alternative reference rates. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. Our current debt agreements use LIBOR rates, but provide for alternative rates when LIBOR is no longer available. We do not expect the adoption of this guidance to have a material impact on our consolidated financial position and results of operations. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance enhances and simplifies various aspects of the current income tax guidance and reduces complexity by removing certain exceptions to the general framework. We adopted this guidance on January 1, 2021, and it did not have a material impact on our consolidated financial position and results of operations. |
Investments In Real Estate
Investments In Real Estate | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate Investments, Net [Abstract] | |
Investments In Real Estate | Investments in Real Estate During the six months ended June 30, 2021, 34 hotels were sold for gross proceeds of $185 million resulting in a gain on sale of $52 million. During the six months ended June 30, 2020, 30 hotels were sold for gross proceeds of $129 million resulting in a gain on sale of $32 million. We had no impairment loss for the three and six months ended June 30, 2021, however, we will continue to monitor events and changes in circumstances related to our real estate assets, including updated COVID-19 pandemic data and effects, analysis related to our operations, fair value, our holding periods and cash flow assumptions, that may indicate that the carrying amounts of our real estate assets may not be recoverable. Such changes in circumstances and analysis may result in impairment losses in future periods. For the three and six months ended June 30, 2020, we had $52 million and $54 million, respectively, of impairment loss primarily due to a lower valuation of certain of our properties related to the ongoing and updated impact of the COVID-19 pandemic on the lodging industry. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2021 | |
Other Assets [Abstract] | |
Other Assets | Other Assets The following table presents other assets as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 Lender and other escrows $ 45 $ 35 Prepaid expenses 14 8 Intangible assets, net 4 4 Federal and state tax receivables 4 5 Other assets 2 3 Total other assets $ 69 $ 55 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the carrying amount of our debt as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 CMBS Facility $ 564 $ 725 Revolving Facility 75 85 639 810 Less: unamortized debt issuance costs (1) — Total debt, net $ 638 $ 810 CMBS Facility Certain indirect wholly-owned subsidiaries of CorePoint Lodging Inc. (collectively, the “CorePoint CMBS Borrower”), CorePoint TRS and CorePoint Operating Partnership L.P. (“CorePoint OP”) are parties to a loan agreement (the “CMBS Loan Agreement”) providing for a mortgage loan secured primarily by mortgages for substantially all of our wholly-owned and ground leased hotels, an excess cash flow pledge for five owned and ground leased hotels and other collateral customary for mortgage loans of this type (the “CMBS Facility”). The CMBS Facility currently matures on June 9, 2022, with three remaining one-year extension options, exercisable at the CorePoint CMBS Borrower’s election, provided there is no event of default existing as of the commencement of the applicable extension period and the CorePoint CMBS Borrower either extends the current interest rate cap or purchases a new interest rate cap covering the extension period at a strike price as set forth in the CMBS Loan Agreement. No principal payments are due prior to the scheduled or extended maturity date. The CMBS Facility is pre-payable in whole or in part subject to payment of all accrued interest through the end of the applicable accrual period. The CMBS Facility bears interest at a rate equal to the sum of an applicable margin plus one-month LIBOR. As of June 30, 2021 and December 31, 2020, one-month LIBOR was 0.10% and 0.14%, respectively. Interest is generally payable monthly. As of June 30, 2021, the weighted average applicable margin on the CMBS Facility was 2.96% and the weighted average interest rate was 3.06% . As of December 31, 2020, the weighted average applicable margin on the CMBS Facility was 2.82% and the weighted average interest rate was 2.96%. The applicable margin will increase by 15 basis points after June 2023 and an additional 10 basis points after June 2024. Additional prepayments, if any, will be applied to the lower interest bearing principal tranches, reducing total future interest expense but having the effect of increasing the applicable margin thereafter on the remaining outstanding principal balance. The applicable margins for the tranches range from 2.29% to 3.95%. We may obtain the release of individual properties from the CMBS Facility provided that certain conditions of the CMBS Loan Agreement are satisfied. The most restrictive of these conditions provide that after giving effect to such release the debt yield for the CMBS Facility (generally defined as hotel property operating net income before interest, depreciation and a fixed amount of corporate general and administrative expenses divided by the outstanding principal balance of the CMBS Facility, “Debt Yield”) is not less than the greater of (x) 16.44% and (y) the lesser of (i) the Debt Yield in effect immediately prior to such release and (ii) 16.94% (such result the “Release Debt Yield”). However, if such release is in connection with the sale of a property to an unrelated third party, such sold property may be released if the CorePoint CMBS Borrower prepays an amount equal to the greater of (x) the allocated portion of the outstanding CMBS Facility plus a premium ranging from 5% to 10%, as defined in the CMBS Loan Agreement, and (y) the lesser of (i) the full net proceeds from the sale of the property received by us and (ii) the amount necessary to satisfy the Release Debt Yield. Accordingly, such CMBS Loan Agreement release provisions could affect our ability to sell properties or restrict the use of sale proceeds only to (or substantially to) the required partial prepayment of the CMBS Facility. Since May 2020, substantially all net sale proceeds have been paid under the CMBS Loan Agreement as required to release the collateralized property under the CMBS Facility. During the six months ended June 30, 2021, primarily in connection with the sale of 34 secure d hotel properties, $161 million of net proceeds were used to pay down the principal of the CMBS Facility. The CMBS Facility lender has the right to control the disbursement of hotel operating cash receipts and to establish escrow reserves for the benefit of the lender (referred to as a “CMBS Facility cash trap”). Cash and cash equivalents and lender escrows subject to the CMBS Facility cash trap are generally available for hotel operations, interest payments and certain corporate administrative expenses. Certain disbursements, primarily other corporate and general and administrative expenditures, dividends to common stockholders and repurchases of our common stock, would require consent of the CMBS Facility lender. As of June 30, 2021, the cash and cash equivalents and lender escrows subject to the CMBS Facility cash trap were $62 million and $10 million, respectively. We will be subject to the CMBS Facility cash trap until we meet the applicable debt yield requirement for two consecutive quarters or prepay the loan in an amount such that we meet the required debt yield. There can be no assurance that our future operating performance will be adequate for us to meet the requirements to be released from the CMBS Facility cash trap provisions. The CMBS Facility includes customary non-recourse carve-out guarantees, affirmative and negative covenants and events of default, including, among other things, guarantees for certain losses arising out of customary “bad-boy” acts of CorePoint OP and its affiliates and environmental matters (which will be recourse for environmental matters only to the CorePoint CMBS Borrower provided that the required environmental insurance is delivered to the lender), a full recourse guaranty with respect to certain bankruptcy events, restrictions on the ability of the CorePoint CMBS Borrower to incur additional debt and transfer, pledge or assign certain equity interests or its assets, and covenants requiring the CorePoint CMBS Borrower to exist as “special purpose entities,” maintain certain ongoing reserve funds and comply with other customary obligations for commercial mortgage-backed securities loan financings. As of June 30, 2021, we believe we were in compliance with these covenants. The CorePoint CMBS Borrower has deposited in the loan servicer’s account $25 million in reserves for property improvement, environmental remediation and property insurance claims in progress and $4 million in reserves for unused property insurance deductibles, which funds may be periodically disbursed to the CorePoint CMBS Borrower throughout the term of the loan to cover such costs. These reserves are recorded in other assets. Revolving Facility CorePoint Lodging Inc., CorePoint Borrower L.L.C. (the “CorePoint Revolver Borrower”), CorePoint OP GP, L.L.C., and CorePoint OP are parties to a credit agreement, as amended (the “Revolver Credit Agreement”), providing for a revolving facility (the “Revolving Facility”). The CorePoint Revolver Borrower is our indirect wholly-owned subsidiary and the direct wholly-owned subsidiary of CorePoint OP. As of June 30, 2021, $75 million was outstanding under the Revolving Facility. In addition, as of June 30, 2021, there was $4 million in outstanding letters of credit issued under the Revolving Facility. The Revolving Facility was amended in March 2021. In connection with the amendment, the Revolving Facility maturity was extended to May 2022 with no additional borrowings available. We made a scheduled monthly principal payment of $5 million in June 2021. We are required to make additional principal payments of $10 million during the third quarter of 2021 (the scheduled payments). We are required to make further principal payments (up to $10 million) in the fourth quarter of 2021 to the extent our liquidity (as defined in the Revolver Credit Agreement) exceeds $100 million. The amendment also reset the interest rate to either a base rate plus a margin of 5.0% per annum or an adjusted LIBOR rate plus a margin of 6.0% per annum, an increase of 100 basis points from the prior margins. With respect to base rate loans, interest will be payable at the end of each quarter. With respect to LIBOR loans, interest will be payable at the end of the selected interest period but no less frequently than quarterly. As of June 30, 2021 and December 31, 2020, the Revolving Facility interest rate was 6.13% and 5.19%, respectively. Also in connection with the amendment, as of June 30, 2021 the Revolving Facility requires that we maintain a minimum liquidity of $80 million of cash and cash equivalents, as defined, at all times. The minimum liquidity amount is reduced on a dollar-for-dollar basis in respect of 100% of the scheduled principal payments detailed above to repay and reduce the commitments under the Revolving Facility, and 50% in respect of any additional repayment amounts utilized to repay and reduce commitments under the Revolving Facility . The Revolving Facility lenders have rights to control the disbursement of our hotel operating cash receipts (referred to as the “Revolving Facility cash trap”). As of June 30, 2021, the cash and cash equivalents subject to the Revolving Facility cash trap, which is in addition to the CMBS cash trap, were $7 million. Cash and cash equivalents subject to the Revolving Facility cash trap are generally available for hotel operations, interest payments and certain corporate administrative expenses. Certain disbursements, primarily other corporate general and administrative expenditures, dividends to common stockholders and repurchases of our common stock, would require consent of our lenders. The terms of the CMBS Facility cash trap are senior to the Revolving Facility cash trap but are generally similar in scope and are not cumulative in the effect on our cash and cash equivalents. We will be subject to the Revolving Facility cash trap until we meet the applicable debt yield thresholds, which we may be unable to meet during the remainder of the term of the Revolving Facility. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Mandatorily Redeemable Preferred Stock | Mandatorily Redeemable Preferred Stock We have 15,000 shares of Cumulative Redeemable Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), held by an unrelated third party. The Series A Preferred Stock has an aggregate liquidation preference of $15 million, plus any accrued and unpaid dividends thereon. The Series A Preferred Stock is senior to our common stock with respect to dividends and with respect to dissolution, liquidation or winding up of the Company. Except as described below, cash dividends on the Series A Preferred Stock are paid quarterly at a rate of 13% per annum. If our leverage ratio, as defined, exceeds 7.5 to 1.0 as of the last day of any fiscal quarter, or if an event of default occurs (or has occurred and has not been cured) with respect to the Series A Preferred Stock, we are required to pay a cash dividend on the Series A Preferred Stock equal to 15% per annum. Our dividend rate on the Series A Preferred Stock will increase to 16.5% per annum if, at any time, we are both in breach of the leverage ratio covenant and an event of default occurs (or has occurred and has not been cured) with respect to the Series A Preferred Stock. Beginning July 1, 2020, we exceeded the 7.5 to 1.0 leverage ratio noted above, and accordingly, the Series A Preferred Stock dividend rate is currently at 15% per annum. The Series A Preferred Stock dividend rate will not return to 13% per annum until our leverage ratio is equal to or less than the applicable leverage ratio and we are not in an uncured event of default as of the last day of a fiscal quarter. There can be no assurance that our future operating performance will be adequate for us to meet the requirements to achieve the lower dividend rate. The Series A Preferred Stock is mandatorily redeemable by us in 2028, upon the tenth anniversary of the date of issuance. Beginning in 2025, upon the seventh anniversary of the issuance of the Series A Preferred Stock, we may redeem the outstanding Series A Preferred Stock for an amount equal to its aggregate liquidation preference, plus any accrued but unpaid dividends. The holders of the Series A Preferred Stock may also require us to redeem the Series A Preferred Stock upon a change of control of the Company for an amount equal to its aggregate liquidation preference plus any accrued and unpaid dividends thereon (and a premium if the change of control occurs prior to the seventh anniversary of the issuance of the Series A Preferred Stock). Due to the fact that the Series A Preferred Stock is mandatorily redeemable, the preferred shares are classified as a liability on the accompanying condensed consolidated balance sheet, and dividends on these preferred shares are classified as interest expense in the accompanying condensed consolidated statements of operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses and Other Liabilities | Accounts Payable and Accrued Expenses and Other Liabilities Accounts payable, accrued expenses and other liabilities include the following as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 Real estate taxes $ 13 $ 17 Due to hotel manager 10 7 Sales and occupancy taxes 6 3 Other accounts payable and accrued expenses 25 21 Total accounts payable and accrued expenses $ 54 $ 48 Operating lease liabilities $ 18 $ 20 Insurance financing 7 2 Below market leases, net 3 3 Other liabilities 11 11 Total other liabilities $ 39 $ 36 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Hotel Management and Franchise Agreements Management Fees On May 30, 2018, we entered into separate hotel management agreements for each of our hotels with LQ Management L.L.C. (“LQM”), whereby we pay a fee equal to 5% of total gross revenues, as defined. The term of the management agreements is through May 30, 2038, subject to two renewals of five years each, at LQM’s option. There are penalties for early termination in connection with property sales, currently calculated at approximately 3 times the trailing twelve LQM generally has sole responsibility for all activities necessary for the operation of our hotels, including establishing room rates, processing reservations and promoting and publicizing the hotels. LQM also provides all employees for the hotels, prepares reports, budgets and projections, and provides other administrative and accounting support services to the hotels. We have consultative and limited approval rights with respect to certain actions of LQM, including entering into long-term or high value contracts, engaging in certain actions relating to legal proceedings, approving the operating budget, making certain capital expenditures and the hiring of certain management personnel. We are also responsible for reimbursing LQM for certain costs incurred by LQM during the fulfillment of their duties, such as payroll costs for certain of their employees, general and workers’ compensation liability insurance and other costs that the manager incurs to operate the hotels. For the three months ended June 30, 2021 and 2020, our management fee expense was $7 million and $3 million, respectively. For the six months ended June 30, 2021 and 2020, our management fee expense was $11 million and $10 million, respectively. Royalty Fees On May 30, 2018, we entered into separate hotel franchise agreements for each of our hotels with La Quinta Franchising LLC (“LQ Franchising”). Pursuant to the franchise agreements, we were granted a limited, non-exclusive license to use our franchisor’s brand names, marks and system in the operation of our hotels. The franchisor also may provide us with a variety of services and benefits, including centralized reservation systems, participation in customer loyalty programs, national advertising, marketing programs and publicity designed to increase brand awareness, as well as training of personnel. In return, we are required to operate franchised hotels consistent with the applicable brand standards. Our franchise agreements require that we pay a 5% royalty fee on gross room revenue. There are penalties for early termination. For the three months ended June 30, 2021 and 2020, our royalty fee expense was $7 million and $4 million, respectively. For the six months ended June 30, 2021 and 2020, our royalty fee expense was $12 million and $11 million, respectively. In addition to the royalty fee, the franchise agreements include a reservation fee of 2% of gross room revenues, a marketing fee of 2.5% of gross room revenues, a loyalty program fee of 5% of eligible room night revenues, and other miscellaneous ancillary fees. Reservation fees are included within rooms expense and the marketing fee and loyalty program fees are included within other departmental and support in the accompanying condensed consolidated statements of operations. The term of the franchise agreements is through May 30, 2038, subject to one renewal of ten years, at our option, subject to certain conditions. There are penalties for early termination. Liquidated damages under the franchise agreement is currently calculated as approximately 7.5 times the trailing twelve Our requirement to meet certain brand standards imposed by our franchisor includes requirements that we incur certain capital expenditures, generally ranging from $1,500 to $7,500 per hotel room (with various specific amounts within this range being applicable to different groups of our hotels) during a prescribed period generally ranging from two two Litigation We are a party to a number of pending claims and lawsuits arising in the normal course of business. We do not consider our ultimate liability with respect to any such claims or lawsuits, or the aggregate of such claims and lawsuits, to be material in relation to our condensed consolidated financial condition, results of operations or our cash flows taken as a whole. We maintain property and other liability insurance; however, certain losses or defense costs are within the retention or insurance deductible amount and are not covered by or are only partially covered by insurance policies. We regularly evaluate our ultimate liability costs with respect to such claims and lawsuits. We accrue costs from litigation as they become probable and estimable. Tax Contingencies We are subject to regular audits by federal and state tax authorities, which may result in additional tax liabilities. In 2018, La Quinta Holdings Inc. completed the distribution to its stockholders of all the then-outstanding shares of common stock of CorePoint Lodging Inc. following which we became an independent, self-administered, publicly traded company (the “Spin-Off”). Subsequently, La Quinta Holdings Inc. merged with Wyndham Hotels & Resorts, Inc. (“Wyndham”). Entities in existence prior to the Spin-Off are currently under audit by the Internal Revenue Service (the “IRS”) for tax years ended December 31, 2010 to 2013. In 2014, the IRS commenced a tax audit, primarily related to transfer pricing for internal rents charged by our prior REIT. Subsequently, we have supplied information to the IRS supporting our position. In November 2019, the IRS issued notices of proposed adjustments (“NOPA”, also known as a 30-Day Letter) proposing a redetermined rent adjustment resulting in approximately $138 million of additional federal taxes, attributable to tax years 2010 and 2011, exclusive of penalties and interest. Additionally, the November 2019 NOPA proposed an adjustment resulting in the loss of tax operating loss carryforwards generated in tax years 2006 through 2009. We have agreed to indemnify Wyndham for any obligations and expenses arising from these IRS audits, including the legal and accounting defense expenses. The adjustment to the tax operating loss carryforwards, measured at the tax rates enacted during the year of utilization and exclusive of penalties and interest, is $31 million. We and the IRS have respectively corresponded in disagreement with the other’s positions. The audit was transferred to the IRS Appeals office in 2020 and in April 2021, we and the IRS exam team met with the IRS Appeals office and each side presented their case. No resolution was achieved during the review by IRS Appeals, and in July 2021, we requested the matter to be heard in post-IRS Appeals mediation. The IRS, however, declined the request for mediation. As a result, we expect to receive a 90-day letter of adjustment from the IRS, which would require our agreement to take the matter to tax court or payment of the tax adjustment. The statute of limitations with respect to the IRS audit ends on December 31, 2021. Based on our review of the tax matters and communications by the IRS, including their presentation to the IRS Appeals office, we have concluded and continue to conclude that the positions reported on our tax returns under audit by the IRS are, based on their technical merits, more likely than not to be sustained upon conclusion of the examination, including proceedings in mediation or tax court. Accordingly, as of June 30, 2021, we have not established any reserves related to this proposed adjustment or any other issues reflected on the returns under examination. If, however, we are unsuccessful in challenging the IRS, an excise tax and/or additional taxes would be imposed on the REIT, or its taxable REIT subsidiary, related to the excess rent, and we would be responsible for additional income taxes, interest and penalties, which could adversely affect our financial condition, results of operations and cash flows and the trading price of our common stock. Such adjustments could also give rise to additional state income taxes. Such amounts would be in addition to expenses we may incur to defend our positions with the IRS, including legal costs, should the matter be resolved in tax court. Purchase Commitments As of June 30, 2021, we had approximately $13 million of purchase commitments related to certain continuing redevelopment and renovation projects and other hotel service contracts in the ordinary course of business. Approximately $9 million of this amount relates to long-term hotel service contracts payable over approximately three years. Lease Commitments As a lessee, our lessee arrangements are primarily for ground leases at certain of our hotels. These ground leases generally include base rents, which may be reset based on inflation indexes or pre-established increases, contingent rents based upon the respective hotel’s revenues, and reimbursement or primary responsibility for related real estate taxes and insurance expenses. The initial base terms for the leases are generally in excess of 25 years, with initial term maturities occurring between 2022 and 2096. As of June 30, 2021, the weighted average remaining lease term is 33 years and the weighted-average discount rate related to these leases was 8.80%. Many of these arrangements also contain renewal options at the conclusion of the initial lease term, generally at fair value or pre-set amounts. Our other leases primarily relate to our corporate office. Rent expense was not significant for the three and six months ended June 30, 2021 or June 30, 2020. Contractual annual rent expense is less than $3 million for each of the next five years. Differences between amounts expensed and cash paid were not significant. Rent expense is included in property tax, insurance and other expenses in our condensed consolidated statements of operations. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity Our board of directors has authorized a $50 million share repurchase program, with $21 million remaining available as of June 30, 2021. Under the share repurchase program, we may purchase common stock in the open market, in privately negotiated transactions or in such other manner as determined by us, including through repurchase plans complying with the rules and regulations of the SEC. The share repurchase program does not obligate us to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time. Our Revolver Credit Agreement restricts us from making any purchases at this time. Accordingly, we have temporarily suspended purchases under the share repurchase program and no shares were acquired i n 2020 or 2021. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenues [Abstract] | |
Revenue | Revenues Revenues for the three and six months ended June 30, 2021 and 2020 are comprised of the following components (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease revenues: Rooms $ 135 $ 70 $ 230 $ 213 Other 1 1 2 2 Total lease revenues 136 71 232 215 Customer revenues 2 1 3 3 Total revenues $ 138 $ 72 $ 235 $ 218 Other operating lease revenues primarily include lease arrangements for restaurants, billboards and cell towers. Customer revenues, which are classified within other revenues in the accompanying consolidated statements of operations, generally relate to amounts generated by the incidental support of the hotel operations, including servi ce fees, parking and food. For each of the three and six months ended June 30, 2021 and 2020, we had an insignificant amount of variable lease revenue. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Our 2018 Omnibus Incentive Plan (the “Plan”) authorizes the grant of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), Performance Stock Units (“PSUs”), non-qualified and incentive stock options, dividend equivalents, and other stock-based awards. Approximately eight million shares of common stock have been authorized for issuance under the Plan and approximately five million shares of common stock were available for issuance as of June 30, 2021. The RSAs and RSUs are time-based and are not subject to future performance targets. The RSAs generally vest over one est over one sting immediately upon grant. RSAs and RSUs are initially recorded at the market price of our common stock at the time of the grant. The PSUs are subject to performance-based vesting, where the ultimate award is based on the achievement of established performance targets, generally over two RSAs PSUs RSUs Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 1,031,482 $ 11.09 1,348,451 $ 5.85 290,443 $ 4.52 Granted 560,444 $ 8.61 463,648 $ 9.86 114,562 $ 9.91 Converted (166,825) $ 23.87 (185,171) $ 6.57 — $ — Forfeited (69,615) $ 8.10 (80,958) $ 7.07 — $ — Outstanding at June 30, 2021 (1) 1,355,486 $ 8.65 1,545,970 $ 6.90 405,005 $ 6.04 __________ (1) As of June 30, 2021, no outstanding RSAs or PSUs were vested, and 319,742 outstanding RSUs were vested. RSAs PSUs RSUs Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 653,790 $ 20.30 368,969 $ 6.99 5,072 $ 6.05 Granted 919,106 $ 3.88 979,482 $ 5.42 240,269 $ 4.19 Converted (67,637) $ 13.06 — $ — (4,787) $ 6.06 Outstanding at June 30, 2020 (1) 1,505,259 $ 10.60 1,348,451 $ 5.85 240,554 $ 4.19 __________ (1) As of June 30, 2020, no outstanding RSAs and PSUs were vested, and 36,523 outstanding RSUs were vested. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis We use interest rate cap arrangements with financial institutions to manage our exposure to interest rate changes for our loans that utilize floating interest rates. As of June 30, 2021, we had an interest rate cap with an aggregate notional value of $640 million, a strike rate of 0.75% and a fair value and net book value of less than $1 million. The interest rate cap terminates in June 2022. Financial Instruments Not Reported at Fair Value For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial assets and liabilities were as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 Carrying Amount Fair Carrying Amount Fair Debt - CMBS Facility (1)(2) $ 564 $ 564 $ 725 $ 705 Debt - Revolving Facility (1)(2) $ 75 $ 75 $ 85 $ 84 Mandatorily redeemable preferred stock (1) $ 15 $ 16 $ 15 $ 15 ____________________ (1) Classified as Level 3 under the fair value hierarchy. (2) Carrying amount excludes unamortized debt issuance costs of $1 million as of June 30, 2021. We had no unamortized debt issuance costs as of December 31, 2020. We estimate the fair value of our debt and mandatorily redeemable preferred stock by using risk adjusted discounted cash flow analysis and current market inputs for similar types of arrangements, including prepayment terms that are at our option. Fluctuations in these assumptions, including changes in market assessments related to the COVID-19 pandemic financial effects, may result in different estimates of fair value. We believe the carrying amounts of our cash and cash equivalents, accounts receivable and lender and other escrows, and other liabilities approximate fair value as of June 30, 2021 and December 31, 2020, due to their short-term nature. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis During 2020, we recorded non-cash impairment losses related to lower valuation of certain of our properties due to the ongoing impact of the COVID-19 pandemic on the lodging industry and final disposal costs related to a property previously impaired in 2019. Our process to estimate the fair value of an asset involves using the sales price of an executed sales agreement, which would be considered a Level 2 assumption within the fair value hierarchy. To the extent that this type of third-party information is unavailable, we estimate revenue multiples that we believe would be used by a third-party market participant in estimating the fair value of an asset. This is considered a Level 3 assumption within the fair value hierarchy. We had no impairment loss for the six months ended June 30, 2021. The following table summarizes the assets which were measured at fair value on an nonrecurring basis and impaired during the year ended December 31, 2020 (in millions): Basis of Fair Value Measurements Fair Value of Assets at Impairment Quoted Prices in Active Market for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (1) Total Real estate (2) $ 310 $ — $ 7 $ 303 $ 52 ____________________ (1) The Level 3 unobservable inputs consist of internally developed cash flow models and fair value estimates that included projections of revenues, expenses and capital expenditures and market valuations based on multiples of revenue generally ranging from 2.0x to 3.0x. These assumptions were based on trends and comparable transactions in the lodging industry; our historical data and experience; our budgets, including those prepared by our third-party hotel manager; lodging industry valuation trends; and micro- and macro-economic trends and projections. Our estimated fair values also considered factors related to our franchise and management agreements, requirements to meet certain brand standards and other potential costs to be incurred during our projected holding period. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of June 30, 2021, affiliates of The Blackstone Group Inc. (“Blackstone”) beneficially owned approximately 30% of our outstanding shares of common stock and held horizontal risk retention certificates issued by the trust that holds our CMBS Facility indebtedness (“Class HRR Certificates”). As of both June 30, 2021 and December 31, 2020, the portion of our CMBS Facility outstanding balance that correlates to the Class HRR Certificates was $79 million. Total interest payments made to an affiliate of Blackstone as a holder of such Class HRR Certificates for each of the three month periods ended June 30, 2021 and 2020 were $1 million. Total interest payments made to an affiliate of Blackstone as a holder of such Class HRR Certificates for each of the six month periods ended June 30, 2021 and 2020 were $2 million. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information The following table presents the supplemental cash flow information for the six months ended June 30, 2021 and 2020 (in millions): Six Months Ended June 30, 2021 2020 Supplemental disclosure of cash flow information: Interest paid during the period $ 14 $ 20 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued expenses $ — $ 2 Financing of insurance $ 9 $ 11 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to June 30, 2021, we sold eight operating hotels with approximately 900 rooms for a gross sales price of $44 million, recognizing an estimated gain on sale of approximately $12 million. As of June 30, 2021, none of these hotels were classified as assets held for sale because the assets did not meet the accounting criteria established for such classification. We used $39 million of the net sales proceeds to pay down the principal on the CMBS Facility. |
Significant Accounting Polici_2
Significant Accounting Policies and Recently Issued Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Interim Unaudited Financial Information | Interim Unaudited Financial Information The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The results for the interim periods shown in this report are not necessarily indicative of future financial results. The accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, including normal recurring items, necessary to present fairly our condensed consolidated financial position as of June 30, 2021 and December 31, 2020, and our condensed consolidated results of operations and cash flows for the periods ended June 30, 2021 and 2020. The accompanying condensed consolidated financial statements include our accounts, as well as our wholly-owned subsidiaries and any consolidated variable interest entities (“VIEs”). We recognize noncontrolling interests for the proportionate share of operations for ownership interests not held by our stockholders. All intercompany transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. These estimates include such items related to the accounting for: income taxes; impairment of long-lived assets, including applicable cash flow projections and fair value evaluations; and depreciation and amortization. Actual results could differ from those estimates. |
Investment in Real Estate | Investment in Real Estate Property and equipment and other investments in real estate are stated at cost less accumulated depreciation computed using a straight-line method over the following estimated useful life of each asset. Buildings and improvements have an initial estimated useful life of five two |
Impairment of Real Estate Related Assets | Impairment of Real Estate Related Assets For our investments in real estate, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable during the expected holding period. When such events or changes are present, we assess the property’s recoverability by comparing the carrying amount of the asset to our estimate of the aggregate undiscounted future operating cash flows expected to be generated over the holding period of the asset including its eventual disposition. If the carrying amount exceeds the aggregate undiscounted future operating cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. Any such impairment is treated for accounting purposes similar to an asset acquisition at the estimated fair value, which includes establishing a new cost basis and the elimination of the asset’s accumulated depreciation and amortization. |
Sales of Real Estate | Sales of Real Estate We classify hotels as held for sale when the criteria are met, in accordance with GAAP. At that time, we present the assets and obligations associated with the real estate held for sale separately in our condensed consolidated balance sheet, and we cease recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. Upon the disposition of a property, we recognize a gain or loss at a point in time when we determine control of the underlying asset has been transferred to the buyer. Our performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of any variable consideration identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available. |
Cash and Cash Equivalents | Cash and Cash Equivalents We classify all cash on hand, demand deposits with financial institutions, and short-term highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair market value. Our Revolver Credit Agreement requires us to maintain a minimum liquidity of cash and cash equivalents, as defined, at all times. See Note 5 “Debt” for additional information. |
Accounts Receivable | Accounts Receivable |
Debt and Deferred Debt Issuance Costs | Debt and Deferred Debt Issuance Costs Deferred debt issuance costs include costs incurred in connection with issuance of debt, including costs associated with the entry into our loan agreements and revolving credit facility, and are presented as a direct reduction from the carrying amount of debt. These debt issuance costs are deferred and amortized to expense on a straight-line basis over the term of the debt, which approximates the effective interest amortization method. This amortization expense is included as a component of interest expense. When debt is paid prior to its scheduled maturity date and the underlying terms are materially modified, the remaining carrying value of deferred debt issuance costs, along with certain other payments to lenders, is included in loss on extinguishment of debt. |
Lessee Accounting | Lessee Accounting We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for ground leases and our corporate office lease, where the asset is classified within “right of use assets” and the operating lease liability is classified within “other liabilities” in our condensed consolidated balance sheets. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In evaluating the fair value of both financial and non-financial assets and liabilities, GAAP establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels, which are as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Valuations in this category are inherently less reliable than actively quoted market prices due to the degree of subjectivity involved in determining appropriate methodologies and the applicable underlying observable market assumptions. We consider contractual pricing from a hotel under contract for sale as a Level 2 input. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. These inputs cannot be validated by readily determinable market data and generally involve considerable judgment by management. |
Derivative Instruments | Derivative Instruments We use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates. We regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for trading or speculative purposes. |
Revenue Recognition | Revenue Recognition Our revenues primarily consist of operating lease revenues from room rentals, which are accounted for under GAAP in accordance with lease accounting standards. Room revenue is recognized as earned on a daily basis, net of customer incentive discounts, cash rebates, and refunds. Other lease revenues primarily include lease revenue from restaurants, billboards and cell towers, all of which are operating leases. Such leases are recognized on a straight-line basis over the term of the lease when collections are considered probable and as earned and collected when collections are not considered probable. Uncollectible lease amounts are recorded as a direct offset to revenues. As a lessor, our operating leases do not contain purchase options or require significant assumptions or judgments. Some of our operating leases contain extension options. For those with extension options we assess the likelihood such options will be exercised in determining the lease term. Customer revenues include other hotel guest revenues generated by the incidental support of hotel operations and are recognized under the revenue accounting standard as the service obligation is completed. |
Purchase of Common Stock | Purchase of Common Stock Purchases of common stock are recorded on the trade date at cost, including commissions and other costs, through a removal of the stated par value with the excess recorded as additional paid-in-capital. |
Equity-Based Compensation | Equity-Based Compensation We have a stock-based incentive award plan for our employees and directors, which primarily includes time-based and performance-based awards. We recognize the cost of services received in an equity-based payment transaction with an employee or director as services are received and record either a corresponding increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria. Measurement for these equity awards is the estimated fair value at the grant date of the equity instruments. The equity-based compensation expense is recognized for awards earned or expected to be earned. Accordingly, the compensation expense for all equity awards is recognized straight-line over the vesting period of the last separately identified vesting portion of the award. Forfeitures for time-based and market-based performance awards are recognized as they occur. Performance awards with targets other than market-based are assessed at each balance sheet date with respect to the expected achievement of the target. Equity-based compensation expense is classified in corporate general and administrative expenses. Dividend equivalent cash payments related to unvested employee and director awards are charged to corporate general and administrative expenses. Dividends awarded as additional stock grants are included in equity-based compensation expense. |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of our common stock outstanding plus other potentially dilutive securities, except when the effect would be anti-dilutive. Dilutive securities primarily include equity-based awards issued under long-term incentive plans. Dilutive securities are excluded from the calculation of earn ings per share for periods of net loss because the effect would be anti-dilutive. The ea rnings per share amounts are calculated using unrounded amounts and shares which may result in differences in rounding of the presented per share amounts. |
Income Taxes | Income Taxes We are organized in conformity with and operate in a manner that allows us to be taxed as a REIT for U.S. federal income tax purposes. To the extent we continue to qualify as a REIT, we generally will not be subject to U.S. federal income tax on taxable income generated by our REIT activities that we distribute to our stockholders. Accordingly, no provision for U.S. federal income tax expense has been included in our accompanying condensed consolidated financial statements for the three and six months ended June 30, 2021 or 2020 related to our REIT operations; however, CorePoint TRS, our wholly-owned taxable REIT subsidiary, is subject to U.S. federal, state and local income taxes and we may be subject to state and local taxes. Our provision for income taxes differs from the statutory federal tax rate of 21%, due to the impact of our REIT election, recognition of valuation allowances, accelerated deductions for certain real estate expenditures and state income taxes. We have not recognized any income tax benefit for the three and six months ended June 30, 2021, as we believe the realization of a benefit is not more likely than not. We use the asset and liability method of accounting for income taxes. Under this method, current income tax expense represents the amounts expected to be reported on our income tax returns, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. In determining our tax expense or benefit for financial statement reporting purposes, we must evaluate our compliance with the Code, including the transfer pricing determinations used in establishing rental payments between the REIT and CorePoint TRS. Accounting for income taxes requires, among others, interpretation of the Code, estimated tax effects of transactions, and evaluation of probabilities of sustaining tax positions, including realization of tax benefits. We recognize a valuation allowance for income tax benefits if it is more likely than not that all or a portion of the benefit will not be realized. We recognize tax positions only after determining that the relevant tax authority would more likely than not sustain the position following the audit. The final resolution of those assessments may subject us to additional taxes. In addition, we may incur expenses defending our positions during Internal Revenue Service (“IRS”) tax examinations, even if we are able to eventually sustain our position with the tax authorities. |
Concentrations of Credit Risk and Business Risk | Concentrations of Credit Risk and Business Risk We have cash and cash equivalents deposited in certain financial institutions in excess of federally insured levels. As of June 30, 2021, approximat ely 50% of o ur total cash and cash equivalents were held in accounts fully covered by FDIC insurance or money market accounts collateralized by U.S. treasuries. For our remaining cash and cash equivalent accounts, we utilize financial institutions that we consider to be of high credit quality and consider the risk of default to be minimal. We have diversified our accounts with several banking institutions in an attempt to minimize exposure to any one of these institutions. We also monitor the creditworthiness of our customers and financial institutions before extending credit or making investments. Substantially all of our revenues are derived from our lodging operations at our hotels. Lodging operations are particularly sensitive to adverse economic, social and competitive conditions and trends, including the COVID-19 pandemic, which could adversely affect our business, financial condition and results of operations. |
Segment Reporting | Segment Reporting Our hotel investments have similar economic characteristics and our service offerings and delivery of services are provided in a similar manner, using the same types of facilities and similar technologies. Our chief operating decision maker reviews our financial information on an aggregated basis. As a result, we have concluded that we have one operating and reportable business segment. |
Principal Components of Expenses | Principal Components of Expenses As more fully explained in Note 8 “Commitments and Contingencies” our third-party management company is responsible for the day to day operations of our hotels. For many expenses, the manager directly contracts for the services in the capacity as a principal, and we reimburse our manager in accordance with the agreements. We present the following expense components and only classify the fee portion of expense as management and royalty fees. We classify all amounts owed to our manager and franchisor in accounts payable and accrued expenses. Rooms — These expenses include hotel operating expenses of housekeeping, reservation systems (per our franchise agreements), room and breakfast supplies and front desk costs. Other departmental and support — These expenses include hotel operating expenses that constitute non-room operating expenses, including parking, telecommunications, on-site administrative labor, sales and marketing, loyalty program, recurring repairs and maintenance and utility expenses. Property tax, insurance and other — These expenses consist primarily of real and personal property taxes, other local taxes, ground rent, equipment rent and insurance for our hotel properties. |
Newly Issued Accounting Standards and Recently Adopted Accounting Standards | Newly Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ( “ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients and exceptions related to the transition away from London Interbank Offered Rate (“LIBOR”) and other interbank offering rates to alternative reference rates. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. Our current debt agreements use LIBOR rates, but provide for alternative rates when LIBOR is no longer available. We do not expect the adoption of this guidance to have a material impact on our consolidated financial position and results of operations. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance enhances and simplifies various aspects of the current income tax guidance and reduces complexity by removing certain exceptions to the general framework. We adopted this guidance on January 1, 2021, and it did not have a material impact on our consolidated financial position and results of operations. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Owned and Joint Venture Hotels and Rooms | The following table sets forth the number of owned and joint venture hotels and approximate number of rooms as of June 30, 2021, December 31, 2020 and June 30, 2020, respectively: June 30, 2021 December 31, 2020 June 30, 2020 Hotels Rooms Hotels Rooms Hotels Rooms Owned 174 23,600 208 27,600 239 31,200 Joint Venture 1 200 1 200 1 200 Totals 175 23,800 209 27,800 240 31,400 |
Significant Accounting Polici_3
Significant Accounting Policies and Recently Issued Accounting Standards (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Hotels, by Percentages of Total Hotels and Total Revenues | The number of hotels and percentages of total hotels as of June 30, 2021 and 2020, and the percentages of our total revenues, from these states for the six months ended June 30, 2021 and 2020, is as follows: June 30, 2021 June 30, 2020 Number of Hotels Percentage of Total Hotels Percentage of Total Revenue Number of Hotels Percentage of Total Hotels Percentage of Total Revenue Florida 37 21 % 22 % 45 19 % 22 % Texas 31 18 % 16 % 45 19 % 18 % California 18 10 % 12 % 21 9 % 12 % Total 86 49 % 50 % 111 47 % 52 % |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Assets [Abstract] | |
Schedule of Other Assets | The following table presents other assets as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 Lender and other escrows $ 45 $ 35 Prepaid expenses 14 8 Intangible assets, net 4 4 Federal and state tax receivables 4 5 Other assets 2 3 Total other assets $ 69 $ 55 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following table presents the carrying amount of our debt as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 CMBS Facility $ 564 $ 725 Revolving Facility 75 85 639 810 Less: unamortized debt issuance costs (1) — Total debt, net $ 638 $ 810 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable, Accrued Expenses and Other Liabilities | Accounts payable, accrued expenses and other liabilities include the following as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 Real estate taxes $ 13 $ 17 Due to hotel manager 10 7 Sales and occupancy taxes 6 3 Other accounts payable and accrued expenses 25 21 Total accounts payable and accrued expenses $ 54 $ 48 Operating lease liabilities $ 18 $ 20 Insurance financing 7 2 Below market leases, net 3 3 Other liabilities 11 11 Total other liabilities $ 39 $ 36 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenues [Abstract] | |
Schedule of Revenue Components | Revenues for the three and six months ended June 30, 2021 and 2020 are comprised of the following components (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease revenues: Rooms $ 135 $ 70 $ 230 $ 213 Other 1 1 2 2 Total lease revenues 136 71 232 215 Customer revenues 2 1 3 3 Total revenues $ 138 $ 72 $ 235 $ 218 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity of RSAs, RSUs and PSUs | The following tables summarize the activity of our RSAs, RSUs, and PSUs during the six months ended June 30, 2021 and 2020: RSAs PSUs RSUs Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 1,031,482 $ 11.09 1,348,451 $ 5.85 290,443 $ 4.52 Granted 560,444 $ 8.61 463,648 $ 9.86 114,562 $ 9.91 Converted (166,825) $ 23.87 (185,171) $ 6.57 — $ — Forfeited (69,615) $ 8.10 (80,958) $ 7.07 — $ — Outstanding at June 30, 2021 (1) 1,355,486 $ 8.65 1,545,970 $ 6.90 405,005 $ 6.04 __________ (1) As of June 30, 2021, no outstanding RSAs or PSUs were vested, and 319,742 outstanding RSUs were vested. RSAs PSUs RSUs Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 653,790 $ 20.30 368,969 $ 6.99 5,072 $ 6.05 Granted 919,106 $ 3.88 979,482 $ 5.42 240,269 $ 4.19 Converted (67,637) $ 13.06 — $ — (4,787) $ 6.06 Outstanding at June 30, 2020 (1) 1,505,259 $ 10.60 1,348,451 $ 5.85 240,554 $ 4.19 __________ (1) As of June 30, 2020, no outstanding RSAs and PSUs were vested, and 36,523 outstanding RSUs were vested. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Carrying Amount and Estimated Fair Values of Financial Assets and Liabilities | For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial assets and liabilities were as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, 2021 December 31, 2020 Carrying Amount Fair Carrying Amount Fair Debt - CMBS Facility (1)(2) $ 564 $ 564 $ 725 $ 705 Debt - Revolving Facility (1)(2) $ 75 $ 75 $ 85 $ 84 Mandatorily redeemable preferred stock (1) $ 15 $ 16 $ 15 $ 15 ____________________ (1) Classified as Level 3 under the fair value hierarchy. (2) Carrying amount excludes unamortized debt issuance costs of $1 million as of June 30, 2021. We had no unamortized debt issuance costs as of December 31, 2020. |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following table summarizes the assets which were measured at fair value on an nonrecurring basis and impaired during the year ended December 31, 2020 (in millions): Basis of Fair Value Measurements Fair Value of Assets at Impairment Quoted Prices in Active Market for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (1) Total Real estate (2) $ 310 $ — $ 7 $ 303 $ 52 ____________________ (1) The Level 3 unobservable inputs consist of internally developed cash flow models and fair value estimates that included projections of revenues, expenses and capital expenditures and market valuations based on multiples of revenue generally ranging from 2.0x to 3.0x. These assumptions were based on trends and comparable transactions in the lodging industry; our historical data and experience; our budgets, including those prepared by our third-party hotel manager; lodging industry valuation trends; and micro- and macro-economic trends and projections. Our estimated fair values also considered factors related to our franchise and management agreements, requirements to meet certain brand standards and other potential costs to be incurred during our projected holding period. |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Cash Flow Information | The following table presents the supplemental cash flow information for the six months ended June 30, 2021 and 2020 (in millions): Six Months Ended June 30, 2021 2020 Supplemental disclosure of cash flow information: Interest paid during the period $ 14 $ 20 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued expenses $ — $ 2 Financing of insurance $ 9 $ 11 |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Summary of Number of Owned and Joint Venture Hotels and Number of Rooms at Such Hotels (Detail) | Jun. 30, 2021hotelroom | Dec. 31, 2020roomhotel | Jun. 30, 2020hotelroom |
Real Estate Properties [Line Items] | |||
Hotels | hotel | 175 | 209 | 240 |
Rooms | room | 23,800 | 27,800 | 31,400 |
Owned | |||
Real Estate Properties [Line Items] | |||
Hotels | hotel | 174 | 208 | 239 |
Rooms | room | 23,600 | 27,600 | 31,200 |
Joint Venture | |||
Real Estate Properties [Line Items] | |||
Hotels | hotel | 1 | 1 | 1 |
Rooms | room | 200 | 200 | 200 |
Significant Accounting Polici_4
Significant Accounting Policies and Recently Issued Accounting Standards - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Provision for income tax | $ 0 | $ (1,000,000) | $ 0 | $ (3,000,000) |
Percentage of cash and cash equivalents held in accounts fully covered by FDIC or US Treasuries | 50.00% | 50.00% | ||
Reportable business segments | segment | 1 | |||
Buildings and Improvements | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life | 5 years | |||
Buildings and Improvements | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life | 40 years | |||
Furniture, Fixtures and Other Equipment | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life | 2 years | |||
Furniture, Fixtures and Other Equipment | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life | 10 years | |||
REIT | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Provision for income tax | $ 0 | $ 0 | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies and Recently Issued Accounting Standards - Summary Of The Number of Hotels, Percentages of Total Hotels And Total Revenues (Detail) - hotel | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Concentration Risk [Line Items] | ||
Number of Hotels | 86 | 111 |
Percentage of Total Hotels | 49.00% | 47.00% |
Percentage of Total Revenue | 50.00% | 52.00% |
Florida | ||
Concentration Risk [Line Items] | ||
Number of Hotels | 37 | 45 |
Percentage of Total Hotels | 21.00% | 19.00% |
Percentage of Total Revenue | 22.00% | 22.00% |
Texas | ||
Concentration Risk [Line Items] | ||
Number of Hotels | 31 | 45 |
Percentage of Total Hotels | 18.00% | 19.00% |
Percentage of Total Revenue | 16.00% | 18.00% |
California | ||
Concentration Risk [Line Items] | ||
Number of Hotels | 18 | 21 |
Percentage of Total Hotels | 10.00% | 9.00% |
Percentage of Total Revenue | 12.00% | 12.00% |
Investments In Real Estate - Ad
Investments In Real Estate - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)hotel | Jun. 30, 2020USD ($)hotel | |
Real Estate Investments, Net [Abstract] | ||||
Hotels classified as investment in real estate sold | hotel | 34 | 30 | ||
Proceeds from sale of hotel | $ 185 | $ 129 | ||
Gain (loss) on sales of hotels | 52 | 32 | ||
Impairment loss | $ 0 | $ 52 | $ 0 | $ 54 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Lender and other escrows | $ 45 | $ 35 |
Prepaid expenses | 14 | 8 |
Intangible assets, net | 4 | 4 |
Federal and state tax receivables | 4 | 5 |
Other assets | 2 | 3 |
Total other assets | $ 69 | $ 55 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Carrying Amount | $ 639 | $ 810 |
Less: unamortized debt issuance costs | (1) | 0 |
Total debt, net | 638 | 810 |
CMBS Facility | ||
Debt Instrument [Line Items] | ||
Carrying Amount | 564 | 725 |
CMBS Facility | CMBS Facility | ||
Debt Instrument [Line Items] | ||
Carrying Amount | 564 | 725 |
Revolving Facility | Revolving Facility | ||
Debt Instrument [Line Items] | ||
Carrying Amount | $ 75 | $ 85 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2021 | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)hotelextension | Jun. 30, 2020hotel | Jun. 30, 2025 | Jun. 30, 2024 | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||
Hotels classified as investment in real estate sold | hotel | 34 | 30 | |||||||||
Escrow deposit | $ 45,000,000 | $ 45,000,000 | $ 45,000,000 | $ 35,000,000 | |||||||
Amount outstanding | $ 639,000,000 | $ 639,000,000 | $ 639,000,000 | $ 810,000,000 | |||||||
LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
One-month LIBOR rate | 0.10% | 0.10% | 0.10% | 0.14% | |||||||
Revolving Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash and cash equivalents, cash trap | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | ||||||||
Monthly principal payments | $ 5,000,000 | ||||||||||
Minimum liquidity requirement, exclusive of certain restricted cash | $ 100,000,000 | ||||||||||
Interest rate period end | 6.13% | 6.13% | 6.13% | 5.19% | |||||||
Minimum liquidity requirement, revolving facility | $ 80,000,000 | ||||||||||
Minimum liquidity requirement percentage, revolving facility, monthly payments | 100.00% | ||||||||||
Minimum liquidity requirement percentage, revolving facility | 50.00% | ||||||||||
Revolving Facility | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Monthly principal payments | $ 10,000,000 | ||||||||||
Revolving Facility | Forecast | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Monthly principal payments | $ 10,000,000 | ||||||||||
Revolving Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 6.00% | ||||||||||
Basis spread on variable rate, period increase | 1.00% | ||||||||||
Revolving Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 5.00% | ||||||||||
Revolving Facility | Core Point Borrower L L C | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letters of credit outstanding, amount | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | ||||||||
CMBS Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extension options | extension | 3 | ||||||||||
CMBS facility, extension option period | 1 year | ||||||||||
Interest rate | 3.06% | 3.06% | 3.06% | 2.96% | |||||||
Debt yield condition 1 | 16.44% | ||||||||||
Debt yield condition 2 | 16.94% | ||||||||||
Net proceeds from sale of properties | $ 161,000,000 | ||||||||||
Cash and cash equivalents, cash trap | $ 62,000,000 | $ 62,000,000 | 62,000,000 | ||||||||
Escrow deposit | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Amount outstanding | 564,000,000 | 564,000,000 | 564,000,000 | $ 725,000,000 | |||||||
CMBS Facility | Reserve For Property Improvements And Environmental Remediation, Property Insurance Coverage | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash reserve deposit required and made | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
CMBS Facility | Reserve For Higher Property Insurance Deductibles | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash reserve deposit required and made | 4,000,000 | 4,000,000 | $ 4,000,000 | ||||||||
CMBS Facility | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.29% | ||||||||||
CMBS Facility | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.95% | ||||||||||
CMBS Facility | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis points increase | 0.10% | 0.15% | |||||||||
CMBS Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.96% | 2.82% | |||||||||
CMBS Facility | CMBS Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount outstanding | 564,000,000 | 564,000,000 | $ 564,000,000 | $ 725,000,000 | |||||||
CMBS Facility | CorePoint CMBS Borrower | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Premium percentage minimum | 5.00% | ||||||||||
Premium percentage maximum | 10.00% | ||||||||||
CMBS Facility | CorePoint CMBS Borrower | Commercial Mortgage Backed Securities | CMBS Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Owned and ground leased hotels | hotel | 5 | ||||||||||
Revolving Facility | Revolving Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount outstanding | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 85,000,000 |
Mandatorily Redeemable Prefer_2
Mandatorily Redeemable Preferred Shares - Additional Information (Detail) - Series A Preferred Stock $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Aggregate liquidation preference | $ | $ 15 |
Preferred stock leverage ratio, increase | 750.00% |
Preferred stock, dividend rate, percentage | 15.00% |
Minimum | |
Class of Stock [Line Items] | |
Preferred stock, dividend rate, percentage | 13.00% |
Maximum | |
Class of Stock [Line Items] | |
Preferred stock, dividend rate, percentage | 16.50% |
Wholly Owned Subsidiary of LQH Parent | |
Class of Stock [Line Items] | |
Number of shares issued (in shares) | shares | 15 |
Preferred stock, par value (in usd per share) | $ / shares | $ 0.01 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses and Other Liabilities - Summary of Accounts Payable, Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Real estate taxes | $ 13 | $ 17 |
Due to hotel manager | 10 | 7 |
Sales and occupancy taxes | 6 | 3 |
Other accounts payable and accrued expenses | 25 | 21 |
Total accounts payable and accrued expenses | 54 | 48 |
Operating lease liabilities | 18 | 20 |
Insurance financing | 7 | 2 |
Below market leases, net | 3 | 3 |
Other liabilities | 11 | 11 |
Total other liabilities | $ 39 | $ 36 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 30, 2021USD ($)extensionoption | Jun. 30, 2021USD ($)extensionoption | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)extensionoption | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Commitments And Contingencies [Line Items] | ||||||
Management termination fees | $ 5,000,000 | $ 1,000,000 | $ 7,000,000 | $ 7,000,000 | ||
Management fee | 7,000,000 | 3,000,000 | 11,000,000 | 10,000,000 | ||
Royalty fee expense | 7,000,000 | $ 4,000,000 | 12,000,000 | $ 11,000,000 | ||
Escrowed casualty insurance proceeds | $ 45,000,000 | 45,000,000 | 45,000,000 | $ 35,000,000 | ||
Purchase commitments | $ 13,000,000 | $ 13,000,000 | $ 13,000,000 | |||
Operating lease contract term | 25 years | 25 years | 25 years | |||
Weighted average remaining lease term | 33 years | 33 years | 33 years | |||
Weighted average discount rate | 8.80% | 8.80% | 8.80% | |||
Remainder of fiscal year (less than) | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||
2022 (less than) | 3,000,000 | 3,000,000 | 3,000,000 | |||
2023 (less than) | 3,000,000 | 3,000,000 | 3,000,000 | |||
2024 (less than) | 3,000,000 | 3,000,000 | 3,000,000 | |||
2025 (less than) | 3,000,000 | 3,000,000 | 3,000,000 | |||
Long-Term Hotel Service Contracts Payable | ||||||
Commitments And Contingencies [Line Items] | ||||||
Purchase commitments | 9,000,000 | $ 9,000,000 | $ 9,000,000 | |||
Purchase commitment payable period | 3 years | |||||
Internal Revenue Service (IRS) | ||||||
Commitments And Contingencies [Line Items] | ||||||
Notice of taxable adjustment from IRS | 138,000,000 | |||||
Adjustment to tax operating loss carryforwards | $ 31,000,000 | |||||
La Quinta Management L.L.C | ||||||
Commitments And Contingencies [Line Items] | ||||||
Management and royalty fees | 5.00% | |||||
Renewal options | option | 2 | 2 | 2 | |||
Renewal period | 5 years | |||||
Penalty for termination, multiplier of property sold | 3 | |||||
Penalty determination trailing period | 12 months | |||||
La Quinta Franchising LLC | ||||||
Commitments And Contingencies [Line Items] | ||||||
Royalty fee | 5.00% | |||||
Reservation fee | 2.00% | |||||
Loyalty program fee | 5.00% | |||||
Marketing fee | 2.50% | |||||
Escrowed casualty insurance proceeds | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | |||
La Quinta Franchising LLC | Minimum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Capital expenditures | $ 1,500 | |||||
Capital expenditure period | 2 years | |||||
Capital expenditure period, franchisor's discretion | 2 years | |||||
La Quinta Franchising LLC | Maximum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Capital expenditures | $ 7,500 | |||||
Capital expenditure period | 11 years | |||||
Capital expenditure period, franchisor's discretion | 9 years | |||||
Affiliated Entity | ||||||
Commitments And Contingencies [Line Items] | ||||||
Franchise renewal options | extension | 1 | 1 | 1 | |||
Franchise agreements renewal period | 10 years | |||||
Liquidated damage multiplier | 7.5 | |||||
Trailing period | 12 months |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | ||
Authorized amount, share repurchase program | $ 50,000,000 | |
Remaining authorized repurchase amount | $ 21,000,000 | |
Share Repurchase Program | ||
Class of Stock [Line Items] | ||
Purchase of common stock (in shares) | 0 | 0 |
Revenue - Schedule of Revenue C
Revenue - Schedule of Revenue Components (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 138 | $ 72 | $ 235 | $ 218 |
Rooms | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 135 | 70 | 230 | 213 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1 | 1 | 2 | 2 |
Total lease revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 136 | 71 | 232 | 215 |
Customer revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 2 | $ 1 | $ 3 | $ 3 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Equity-based compensation expense recognized | $ 3 | $ 3 | $ 5 | $ 5 | |
Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 8,000,000 | 8,000,000 | |||
Shares available for issuance (in shares) | 5,000,000 | 5,000,000 | |||
Omnibus Incentive Plan | RSAs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Omnibus Incentive Plan | RSAs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Omnibus Incentive Plan | RSUs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Omnibus Incentive Plan | RSUs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Omnibus Incentive Plan | PSUs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Omnibus Incentive Plan | PSUs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity of RSAs, RSUs and PSUs (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Weighted-Average Grant Date Fair Value | ||
Number of equity instruments vested (in shares) | 0 | |
RSAs | ||
Number of Shares | ||
Beginning balance (in shares) | 1,031,482 | 653,790 |
Granted (in shares) | 560,444 | 919,106 |
Converted (in shares) | (166,825) | (67,637) |
Forfeited (in shares) | (69,615) | |
Ending balance (in shares) | 1,355,486 | 1,505,259 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in usd per share) | $ 11.09 | $ 20.30 |
Granted (in usd per share) | 8.61 | 3.88 |
Converted (in usd per share) | 23.87 | 13.06 |
Forfeited (in usd per share) | 8.10 | |
Ending balance (in usd per share) | $ 8.65 | $ 10.60 |
Number of equity instruments vested (in shares) | 0 | 0 |
PSUs | ||
Number of Shares | ||
Beginning balance (in shares) | 1,348,451 | 368,969 |
Granted (in shares) | 463,648 | 979,482 |
Converted (in shares) | (185,171) | 0 |
Forfeited (in shares) | (80,958) | |
Ending balance (in shares) | 1,545,970 | 1,348,451 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in usd per share) | $ 5.85 | $ 6.99 |
Granted (in usd per share) | 9.86 | 5.42 |
Converted (in usd per share) | 6.57 | 0 |
Forfeited (in usd per share) | 7.07 | |
Ending balance (in usd per share) | $ 6.90 | $ 5.85 |
Number of equity instruments vested (in shares) | 0 | 0 |
RSUs | ||
Number of Shares | ||
Beginning balance (in shares) | 290,443 | 5,072 |
Granted (in shares) | 114,562 | 240,269 |
Converted (in shares) | 0 | (4,787) |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 405,005 | 240,554 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in usd per share) | $ 4.52 | $ 6.05 |
Granted (in usd per share) | 9.91 | 4.19 |
Converted (in usd per share) | 0 | 6.06 |
Forfeited (in usd per share) | 0 | |
Ending balance (in usd per share) | $ 6.04 | $ 4.19 |
Number of equity instruments vested (in shares) | 319,742 | 36,523 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Jun. 30, 2021USD ($) |
Significant Other Observable Inputs (Level 2) | Interest Rate Cap | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Strike rate | 0.75% |
Interest Rate Cap | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notional amount | $ 640,000,000 |
Interest Rate Cap | Significant Other Observable Inputs (Level 2) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets fair value (less than) | $ 1,000,000 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amount and Estimated Fair Values of Financial Assets and Liabilities (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | $ 639,000,000 | $ 810,000,000 |
Unamortized debt issuance costs | 1,000,000 | 0 |
Mandatorily redeemable preferred stock | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 15,000,000 | 15,000,000 |
Mandatorily redeemable preferred stock | Significant Unobservable Inputs (Level 3) (1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 16,000,000 | 15,000,000 |
Debt - CMBS Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 564,000,000 | 725,000,000 |
Debt - CMBS Facility | Significant Unobservable Inputs (Level 3) (1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 564,000,000 | 705,000,000 |
Debt - Revolving Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 75,000,000 | 85,000,000 |
Debt - Revolving Facility | Significant Unobservable Inputs (Level 3) (1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 75,000,000 | 84,000,000 |
CMBS Facility and Revolving Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | $ 1,000,000 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | |
Assets, Fair Value Disclosure [Abstract] | |||
Total Losses | $ 52 | ||
Depreciation | $ 14 | ||
Sale of real estate assets | 29 | ||
Fair Value of Assets at Impairment | |||
Assets, Fair Value Disclosure [Abstract] | |||
Real estate | 310 | 310 | |
Quoted Prices in Active Market for Identical Items (Level 1) | |||
Assets, Fair Value Disclosure [Abstract] | |||
Real estate | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | |||
Assets, Fair Value Disclosure [Abstract] | |||
Real estate | 7 | 7 | |
Significant Unobservable Inputs (Level 3) (1) | |||
Assets, Fair Value Disclosure [Abstract] | |||
Real estate | 303 | $ 303 | |
Significant Unobservable Inputs (Level 3) (1) | Measurement Input, Revenue Multiple | Valuation Technique, Discounted Cash Flow | Hotels Encumbered With Ground Lease | Minimum | |||
Assets, Fair Value Disclosure [Abstract] | |||
Real estate investment, measurement input | 2 | ||
Significant Unobservable Inputs (Level 3) (1) | Measurement Input, Revenue Multiple | Valuation Technique, Discounted Cash Flow | Hotels Encumbered With Ground Lease | Maximum | |||
Assets, Fair Value Disclosure [Abstract] | |||
Real estate investment, measurement input | 3 | ||
Nonrecurring | |||
Assets, Fair Value Disclosure [Abstract] | |||
Real estate | $ 267 | $ 267 | $ 310 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Outstanding balance | $ 638 | $ 638 | $ 810 | ||
Total interest payments | 14 | $ 20 | |||
CMBS Facility | Blackstone | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance | 79 | 79 | $ 79 | ||
Total interest payments | $ 1 | $ 1 | $ 2 | $ 2 | |
Blackstone | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment ownership percentage | 30.00% | 30.00% |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental disclosure of cash flow information: | ||
Interest paid during the period | $ 14 | $ 20 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued expenses | 0 | 2 |
Financing of insurance | $ 9 | $ 11 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Aug. 05, 2021USD ($)roomhotel | Jun. 30, 2021USD ($)hotelroom | Jun. 30, 2020USD ($)roomhotel | Dec. 31, 2020room | |
Subsequent Event [Line Items] | ||||
Hotels classified as investment in real estate sold | hotel | 34 | 30 | ||
Rooms | room | 23,800 | 31,400 | 27,800 | |
Gross proceeds from sales of hotels | $ 185 | $ 129 | ||
Gain (loss) on sales of hotels | $ 52 | $ 32 | ||
Subsequent Event | CMBS Facility | ||||
Subsequent Event [Line Items] | ||||
Principal repayment of debt | $ 39 | |||
Building | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Hotels classified as investment in real estate sold | hotel | 8 | |||
Rooms | room | 900 | |||
Gross proceeds from sales of hotels | $ 44 | |||
Gain (loss) on sales of hotels | $ 12 |