Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0000929545 | |
Entity Registrant Name | CONDOR HOSPITALITY TRUST, INC. | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,920,217 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Investment in hotel properties, net | $ 224,376 | $ 230,178 |
Investment in unconsolidated joint venture | 4,649 | 5,866 |
Cash and cash equivalents | 5,046 | 4,151 |
Restricted cash, property escrows | 6,906 | 5,005 |
Accounts receivable, net | 1,500 | 1,290 |
Prepaid expenses and other assets | 1,131 | 2,227 |
Derivative assets, at fair value | 428 | 639 |
Investment in hotel properties held for sale, net | 4,092 | |
Total Assets | 244,036 | 253,448 |
Liabilities | ||
Accounts payable, accrued expenses, and other liabilities | 7,993 | 5,336 |
Dividends and distributions payable | 145 | 2,330 |
Derivative liabilities, at fair value | 498 | |
Convertible debt, at fair value | 1,199 | 1,000 |
Long-term debt, net of deferred financing costs | 134,017 | 135,810 |
Long-term debt related to hotel properties held for sale, net of deferred financing costs | 1,120 | |
Total Liabilities | 143,852 | 145,596 |
Shareholders' Equity | ||
Common stock, $.01 par value, 200,000,000 shares authorized; 11,916,309 and 11,886,003 shares outstanding | 119 | 119 |
Additional paid-in capital | 232,627 | 231,805 |
Accumulated deficit | (143,277) | (134,970) |
Total Shareholders' Equity | 99,519 | 107,004 |
Noncontrolling interest in consolidated partnership (Condor Hospitality Limited Partnership), redemption value of $623 and $435 | 665 | 848 |
Total Equity | 100,184 | 107,852 |
Total Liabilities and Equity | 244,036 | 253,448 |
Series E Preferred Stock [Member] | ||
Shareholders' Equity | ||
Preferred stock, 40,000,000 shares authorized: 6.25% Series E, 925,000 shares authorized, $.01 par value, 925,000 shares outstanding, liquidation preference of $9,394 and $9,250 | $ 10,050 | $ 10,050 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 11,916,309 | 11,886,003 |
Noncontrolling interest in consolidated partnership, redemption value | $ 623 | $ 435 |
Series E Preferred Stock [Member] | ||
Preferred stock, annual dividend rate | 6.25% | 6.25% |
Preferred stock, shares authorized | 925,000 | 925,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares outstanding | 925,000 | 925,000 |
Preferred stock, liquidation preference | $ 9,394 | $ 9,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Room rentals and other hotel services | $ 14,666 | $ 15,462 | $ 46,746 | $ 49,975 |
Operating Expenses | ||||
Hotel and property operations | 9,718 | 10,148 | 29,266 | 31,318 |
Depreciation and amortization | 2,405 | 2,423 | 7,161 | 7,126 |
General and administrative | 1,210 | 1,599 | 4,445 | 5,073 |
Acquisition and terminated transactions | 1 | 96 | 15 | 186 |
Equity transaction and strategic alternatives | 1,052 | 1,886 | ||
Total operating expenses | 14,386 | 14,266 | 42,773 | 43,703 |
Operating income | 280 | 1,196 | 3,973 | 6,272 |
Net gain (loss) on disposition of assets | (14) | 3,716 | 9 | 5,587 |
Equity (loss) in earnings of joint venture | (84) | (41) | 595 | 251 |
Net gain (loss) on derivatives and convertible debt | (223) | 116 | (916) | 719 |
Other expense, net | (27) | (23) | (80) | (57) |
Interest expense | (1,912) | (2,154) | (6,169) | (6,173) |
Impairment recovery, net | 93 | |||
Earnings (loss) before income taxes | (1,980) | 2,810 | (2,588) | 6,692 |
Income tax expense | (8) | (132) | (655) | (315) |
Net earnings (loss) | (1,988) | 2,678 | (3,243) | 6,377 |
Loss (earnings) attributable to noncontrolling interest | 10 | (20) | 17 | (47) |
Net earnings (loss) attributable to controlling interests | (1,978) | 2,658 | (3,226) | 6,330 |
Dividends declared and undeclared on preferred stock | (145) | (145) | (434) | (434) |
Net earnings (loss) attributable to common shareholders | $ (2,123) | $ 2,513 | $ (3,660) | $ 5,896 |
Earnings (Loss) per Share | ||||
Total - Basic Earnings (Loss) per Share | $ (0.18) | $ 0.21 | $ (0.31) | $ 0.50 |
Total - Diluted Earnings (Loss) per Share | $ (0.18) | $ 0.21 | $ (0.31) | $ 0.49 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Series E Preferred Stock [Member]Accumulated Deficit [Member] | Series E Preferred Stock [Member]Parent [Member] | Series E Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 10,050 | $ 118 | $ 230,727 | $ (130,489) | $ 110,406 | $ 1,408 | $ 111,814 | |||
Balance, shares at Dec. 31, 2017 | 925,000 | 11,834,000 | ||||||||
Stock-based compensation | 722 | 722 | 722 | |||||||
Stock-based compensation, shares | 22,000 | |||||||||
Issuance of common stock | $ 1 | 259 | 260 | 260 | ||||||
Issuance of common stock, shares | 28,000 | |||||||||
Issuance of common units | 50 | 50 | ||||||||
Dividends and distributions declared and undelcared: Common Stock (per share) | (6,950) | (6,950) | (6,950) | |||||||
Dividends and distributions declared and undelcared: Preferred Stock | $ (434) | $ (434) | $ (434) | |||||||
Dividends and distributions declared and undelcared: Common Units | (54) | (54) | ||||||||
Redemption of common units | 42 | 42 | (202) | (160) | ||||||
Net earnings (loss) | 6,330 | 6,330 | 47 | 6,377 | ||||||
Balance at Sep. 30, 2018 | $ 10,050 | $ 119 | 231,750 | (131,543) | 110,376 | 1,249 | 111,625 | |||
Balance, shares at Sep. 30, 2018 | 925,000 | 11,884,000 | ||||||||
Balance at Jun. 30, 2018 | $ 10,050 | $ 119 | 231,474 | (131,739) | 109,904 | 1,449 | 111,353 | |||
Balance, shares at Jun. 30, 2018 | 925,000 | 11,882,000 | ||||||||
Stock-based compensation | 232 | 232 | 232 | |||||||
Stock-based compensation, shares | 2,000 | |||||||||
Issuance of common stock | 2 | 2 | 2 | |||||||
Dividends and distributions declared and undelcared: Common Stock (per share) | (2,317) | (2,317) | (2,317) | |||||||
Dividends and distributions declared and undelcared: Preferred Stock | (145) | (145) | (145) | |||||||
Dividends and distributions declared and undelcared: Common Units | (18) | (18) | ||||||||
Redemption of common units | 42 | 42 | (202) | (160) | ||||||
Net earnings (loss) | 2,658 | 2,658 | 20 | 2,678 | ||||||
Balance at Sep. 30, 2018 | $ 10,050 | $ 119 | 231,750 | (131,543) | 110,376 | 1,249 | 111,625 | |||
Balance, shares at Sep. 30, 2018 | 925,000 | 11,884,000 | ||||||||
Balance at Dec. 31, 2018 | $ 10,050 | $ 119 | 231,805 | (134,970) | 107,004 | 848 | 107,852 | |||
Balance, shares at Dec. 31, 2018 | 925,000 | 11,886,000 | ||||||||
Stock-based compensation | 720 | 720 | 720 | |||||||
Stock-based compensation, shares | 29,000 | |||||||||
Dividends and distributions declared and undelcared: Common Stock (per share) | (4,647) | (4,647) | (4,647) | |||||||
Dividends and distributions declared and undelcared: Preferred Stock | (434) | (434) | (434) | |||||||
Dividends and distributions declared and undelcared: Common Units | (22) | (22) | ||||||||
Redemption of common units | 102 | 102 | (144) | (42) | ||||||
Redemption of common units, shares | 2,000 | |||||||||
Net earnings (loss) | (3,226) | (3,226) | (17) | (3,243) | ||||||
Balance at Sep. 30, 2019 | $ 10,050 | $ 119 | 232,627 | (143,277) | 99,519 | 665 | 100,184 | |||
Balance, shares at Sep. 30, 2019 | 925,000 | 11,917,000 | ||||||||
Balance at Jun. 30, 2019 | $ 10,050 | $ 119 | 232,405 | (141,154) | 101,420 | 771 | 102,191 | |||
Balance, shares at Jun. 30, 2019 | 925,000 | 11,911,000 | ||||||||
Stock-based compensation | $ 4 | 126 | 126 | 126 | ||||||
Dividends and distributions declared and undelcared: Preferred Stock | $ (145) | $ (145) | $ (145) | |||||||
Redemption of common units | 96 | 96 | (96) | |||||||
Redemption of common units, shares | 2,000 | 1,765 | ||||||||
Net earnings (loss) | (1,978) | (1,978) | (10) | $ (1,988) | ||||||
Balance at Sep. 30, 2019 | $ 10,050 | $ 119 | $ 232,627 | $ (143,277) | $ 99,519 | $ 665 | $ 100,184 | |||
Balance, shares at Sep. 30, 2019 | 925,000 | 11,917,000 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Consolidated Statements of Equity [Abstract] | |||
Dividends and distributions declared: Common stock, per share | $ 0.195 | $ 0.39 | $ 0.585 |
Dividends and distributions declared: Common units, per unit | $ 0.00375 | $ 0.0075 | $ 0.011 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (3,243) | $ 6,377 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 7,161 | 7,126 |
Net gain on disposition of assets | (9) | (5,587) |
Net (gain) loss on derivatives and convertible debt | 916 | (719) |
Equity in earnings of joint venture | (595) | (251) |
Distributions from cumulative earnings of joint venture | 170 | 187 |
Amortization of deferred financing costs | 981 | 1,080 |
Impairment recovery, net | (93) | |
Stock-based compensation expense | 901 | 912 |
Provision for deferred taxes | 613 | 294 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in assets | 477 | (623) |
Increase in liabilities | 2,233 | 532 |
Net cash provided by operating activities | 9,605 | 9,235 |
Cash flows from investing activities: | ||
Additions to hotel properties | (1,229) | (1,527) |
Distributions in excess of cumulative earnings from joint venture | 1,643 | 1,173 |
Hotel acquisitions | (35,643) | |
Net proceeds from sale of hotel assets | 4,186 | 19,690 |
Net cash provided by (used in) investing activities | 4,600 | (16,307) |
Cash flows from financing activities: | ||
Deferred financing costs | (415) | (147) |
Proceeds from long-term debt | 1,500 | 35,318 |
Principal payments on long-term debt | (4,979) | (19,930) |
Proceeds from common stock issuance | 260 | |
Redemption of common units | (42) | (160) |
Tax withholdings on stock compensation | (181) | (190) |
Cash dividends paid to common shareholders | (6,965) | (6,941) |
Cash dividends paid to common unit holders | (34) | (54) |
Cash dividends paid to preferred shareholders | (289) | (434) |
Other items | (4) | |
Net cash provided by (used in) financing activities | (11,409) | 7,722 |
Increase in cash, cash equivalents, and restricted cash | 2,796 | 650 |
Cash, cash equivalents, and restricted cash beginning of period | 9,156 | 10,335 |
Cash, cash equivalents, and restricted cash end of period | 11,952 | 10,985 |
Supplemental cash flow information: | ||
Interest paid | 5,197 | 5,052 |
Income taxes paid, net of refunds | $ 67 | 66 |
Schedule of noncash investing and financing activities: | ||
Fair value of operating partnership common units issued in acquisitions | $ 50 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Condor Hospitality Trust, Inc. (“C ondor”), a Maryland corporation, is a self-administered real estate investment trust (“REIT”) for federal income tax purposes that specializes in the investment and ownership of high -quality select-service, limited- service, extended stay, and comp act full service hotels. As of September 30 , 2019 , the Company owned 15 hotels in eight states , including one hotel owned through an 80% interest in an unconsolidated joint venture ( the “ Atlanta JV”). References to the “Company”, “we,” “our,” and “us” herein refer to Condor Hospitality Trust, Inc., including, as the context requires, its direct and indirect subsidiaries. The Company , thro ugh its wholly owned subsidiary Condor H ospitality REIT Trust, owns a controlling interest in Condor Hospitality Limi ted Partnership (the “operating partnership”), for which we serve as general partner. The operating partnership , including its various subsidiaries , holds substantially all of the Company’s assets (with the exception of the furniture and equipment of all properties held by TRS Leasing, Inc.) and conducts all of its operations. At September 30, 2019 , the Company owned 99.5% of the common operating units (“ common units”) of the operating partnership with the remaining common units owned by other limited partners. In order for the income from our hotel property investments to constitute “rents from real properties” for purposes of the gross income tests required by the Internal Revenue Service (“IRS”) for REIT qualification, the income we earn cannot be derived from the operation of any of our hotels. Therefore, the operating partnership and its subsidiaries lease our hotel properties to the Company’s wholly owned taxable REIT subsidiary, TRS Leasing, Inc., and its wholly owned subsidiaries (the “TRS”). The TRS in turn engages third-party eligible independent contractors to manage the hotels. The operating partnership, the TRS, and their respective subsidiaries are consolidated into the Company’s financial statements. Historically, as a result of the geographic areas in which we operate, the operations of our hotels have been seasonal in nature. Generally, occupancy rates, revenue, and operating income have been greater in the second and third quarters of the calendar year than in the first and fourth quarters, with the exception of our hotels located in Florida, which experience peak demand in the first and fourth quarters annually. Agreement and Plan of Merger On July 19, 2019, the Company, the operating partnership, NHT Operating Partnership, LLC (“Parent”), NHT REIT Merger Sub, LLC (“Merger Sub”) and NHT Operating Partnership II, LLC (“Merger OP,” and together with Parent and Merger Sub, the “Parent Parties”), entered into an Agreement and Plan of Merger ( as amended from time to time, the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger OP will merge with and into the operating partnership (the “Partnership Merger”), and, Merger Sub will merge with and into the Company (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, Merger OP will survive and the separate existence of the operating partnership will cease. Upon completion of the Company Merger, the Company will survive and the separate existence of Merger Sub will cease. The Mergers and the other transactions contemplated by the Merger Agreement were unanimously approved by the Company’s Board of Directors (the “Company Board”). Pursuant to the terms and conditions in the Merger Agreement, upon completion of the Company Merger, each share of the Company’s common stock (other than treasury shares and shares held by the Parent Parties, which will be cancelled and retired and will cease to exist with no considerati on being delivered in exchange therefor), par value $0.01 per share (the “Company common stock”), will be converted into the right to receive $11.10 per share in cash, and each share of 6.25% Series E Cumulative Convertible Preferred Stock (“Series E Preferred Stock”) will be converted into the right to receive $10.00 in cash, each without interest and less any applicable withholding taxes. Upon completion of the Partnership Merger, each common unit of partnership interest in the operating partnership (excluding operating partnership common units held by the general partner of the operating partnership) will be converted into the right to receive $0.21346 in cash , witho ut interest and less any applicable withholding taxes. Pursuant to the terms and cond itions of the Merger Agreement, each of the outstanding awards granted pursuant to the Company’s equity incentive plans will automatically become fully vested and all restrictions thereon will lapse, and thereafter, all Company common stock represented thereby will be considered outstanding for all purposes under the Merger Agreement and will only have the right to receive an amount equal to $11.10 in cash, without interest and less any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Company has agreed to exercise its right to acquire the remaining 20% equity interest of the Atlanta JV that it does not own, pursuant to the terms of the Atlanta JV organization al documents, with the purchase to be financed from the Company’s line of credit under its credit facility. The acquisition of the remaining 20% equity interest of the Atlanta JV is expected to occur prior to the closing of the Mergers. The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to in all material respects carry on its business in the ordinary course of business consistent with past practice, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the Mergers. The obligations of the parties to consummate the Mergers are not subject to any financing condition or the receipt of any financing by Parent, Merger Sub or Merger OP. The consummation of the Mergers is subject to certain customary closing conditions, including, among others, adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including, without limitation, the Company Merger (collectively, the “Merger Proposal”) by the affirmative vote of (1) a majority of the votes entitled to be cast by the holders of the Company common stock, and (2) the holders of 75% of the outstanding Series E preferred stock, voting as separate classes (the “Company Shareholder Approval”). A shareholders’ meeting was held on September 23, 2019 at which Company Shareholder Approval was obtained. The Merger Agreement restricts the Company’s ability to solicit other acquisition proposals (as defined in the Merger Agreement), or to provide information to or engage in discussions with third parties regardin g other acquisition proposals. Subject to certain conditions, the Company Board of Directors was permitted to change its recommendation with respect to the Merger Proposal in response to a superior proposal (as defined in the Merger Agreement) and, upon payment of a $9,540 termination fee, to terminate the Merger Agreement and enter into an agreement with respect to a superior proposal; prov ided such superior proposal occur red no later than August 18, 2019. However, no such proposal was received by that date. Upon a termination of the Merger Agreement, under certain circumstances, the Company will be required to pay a termination fee to Parent of $9,540 . In certain other circumstances, Parent will be required to pay the Company a termination fee of $11,925 upon termination of the Merger Agreement. If the Company notifies Parent that it is prepared to close and all conditions to Parent’s obligations to close are met, then Parent, at its option, may extend the closing time for a 30-day period (or such shorter period so as not to extend beyond December 31, 2019), provided, that no Parent Party is then in breach of the Merger A greement in any material respect. Parent may exercise an extension up to three times during the term of the Merger Agreement. During the term of the Merger Agreement, the Company may not pay cash dividends to holders of the Company common stock or the Series E Preferred Stock, except the Company is permitted to declare and pay a dividend to shareholders during the month in which an extension option for the closing of the transactions contemplated by the Merge r Agreement is exercised by Parent, subject to limitations as set forth in the Merger Agreement and the disclosure schedule delivered therewith that sets forth a limitation on the amount of any such dividends, and is based on available prior month adjusted funds from operations as calculated pursuant to the Merger Agreement . The holders of the Series E Preferred Stock have agreed to waive accrual of any unpaid dividends between signing and closing. On September 13, 2019, the Company and the other parties to the Merger Agreement entered into Amendment No. 1 (the “Amendment”) to the Merger Agreement. In connection with the execution of the Debt Commitment Letter (defined below), Key (defined below) requested that customary provisions be added to the Merger Agreement regarding remedies of the Company against Key. Pursuant to Section 8.1 of the Merg er Agreement, the Company, the operating p artnership and the Parent Parties previously agreed that they would execute an amendment to add these customary provisions to the Merger Agreement in connection with the securing of committed financing. Other than as expressly modified by the Amendment, the Merger Agreement remains in full force and effect as originally executed. On September 13, 2019, pursuant to Section 5.22 of the Merger Agreement, Parent delivered to the Company a commitment letter executed by KeyBank National Association (“Key”), together with all schedules and exhibits thereto (as modified, amended or supplemented from time to time, the “Debt Commitment Letter”), pursuant to which Key has committed t o provide an approximately $181,260 senior secured term loan facility, on the terms and subject to the conditions set forth in the Debt Commitment Letter, for the purpose of funding a portion of the merger consideration and the obligations of the Parent Parties set forth in the Merger Agreement. The Debt Commitment Letter is customary in form and substance, and does not include any condition that is a “diligence out.” Accordingly, the amount set forth in the equity commitment letter delivered by Parent in connection with the Merger Agreement (the “Equity Commitment Letter”) wa s automatically an d irrevocably reduced from $308,200 to $126,940 . Key’s obligation to provide the debt financing under the Debt Commitment Letter is subject to customary conditions, including the following: · the concurrent cl osing of the Mergers in accordance in all material respects with the Merger Agreement; · the negotiation, execution and delivery of definitive documentation with respect to the debt financing consistent with the terms of the Debt Commitment Letter and which contain other provisions customary for this type of financing transaction; · the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since September 13, 2019; · the funding of the equity commitment pursuant to , and on the conditions set forth in, the Equity Commitment Letter; and · all actions or documents necessary to establish that Key will have a perfected first-priority lien and security interest (subject to liens permitted under the loan documents) in the collateral granted by Parent and under the credit facility, including, without limitation, repayment of any existing indebtedness secured by the collateral, shall have been taken or executed and delivered. The commitment of Key under the Debt Commitment Letter expires on November 15, 2019 , and may be extended to January 8, 2020 , subject to Parent continuing to satisfy all conditions contained in the Debt Commitment Letter and payment of a fee equal to 0.15% of the commitment amount. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company, as well as the accounts of the operating partnership and its subsidiaries and our wholly owned TRS and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. We evaluate each of our investments and contractual relationships to determine whether they meet the guidelines for consolidation. Entities are consolidated if the determination is made that we are the primary beneficiary in a variable interest entity (“VIE ”) or we maintain control of the asset through our voting interest or other rights in the operation of the entity. The Company has c oncluded that our operating partnership meets the criteria to be considered a VIE of which the Company is the primary beneficiary and, accordingly, the Company consolidates the operating partnership . The Company’s sole significant asset is its investment in the operating partnership , and consequently, substantially all of the Company’s assets and liabilities represent thos e assets and liabilities of the operating partnership . All of the Company ’s debt is an obligation of the operating partnership . The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the general instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated financial statements for the periods presented. Interim results are not necessarily indicative of full-year performance for t he year ending December 31, 2019 or any future period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . Estimates, Risks, and Uncertainties The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as revenue and expenses recognized during the reporting period. Actual results could differ from those estimates. Because the state of the economy and the real estate market can significantly impact hotel operating performance and the estimated fair value of our assets, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change. Investment in Hotel Properties At the time of acquisition, the Company allocates the purchase price of assets to asset classes based on the fair value of the acquired real estate, furniture, fixtures, and equipment, and intangible assets, if any, and the fair value of liabilities assumed, including debt. Acquisition date fair values are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers including discounted cash flows and capitalization rates. Effective January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2017-01, Clarifying the Definition of a Business . As such, if substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of the purchase price of the acquired hotel properties. This guidance is applied prospectively. We concluded that all hotel acquisitions completed in 2018 were the acquisition of assets and as such acquisition costs were capitalized as part of these transactions (see Note 3). The Company’s investments in hotel properties are recorded at cost and are depreciated using the straight-line method over an estimated useful life of 15 to 40 years for buildings and improvements and 3 to 12 years for furniture and equipment. Renovations and/or replacements that improve or extend the life of the hotel properties are capitalized and depreciated over their useful lives. Repairs and maintenance are expensed as incurred. The initial fees incurred to enter into the franchise agreements are capitalized and amortized over the life of the franchise agreements using the straight-line method. Amortization expense is included in depreciation and amortization in the consolidated statements of operations. On an ongoing basis, the Company reviews the carrying value of each held for use hotel to determine if certain circumstances, known as triggering events, exist indicating impairment to the carrying value of the hotel or that depreciation periods should be modified. These triggering events include a significant change in the cash flows of or a significant adverse change in the business climate for a hotel. If facts or circumstances support the possibility of impairment, the Company will prepare an estimate of the undiscounted future cash flows, without interest charges, of the specific hotel and determine if the investment in such hotel is recoverable based on these undiscounted future cash flows. If the investment is not recoverable based on this analysis, an impairment charge will be taken, if necessary, to reduce the carrying value of the hotel to the hotel’s estimated fair value. Investment in Joint Venture If it is determined that we do not have a controlling interest in a joint venture, either through our financial interest in a VIE or through our voting interest in a voting interest entity (“VOE”) and we have the ability to provide significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the affiliate as they occur, with losses limited to the extent of our investment in, advances to, and commitments to the investee. Pursuant to our Atlanta JV agreement, allocations of the profits and losses of our Atlanta JV may be allocated disproportionately to nominal ownership percentages due to specified preferred return rate thresholds. Distributions received from a joint venture are classified in the consolidated statements of cash flows using the cumulative distributions approach. Distributions are classified as cash inflows from operating activities unless cumulative distributions, including those from prior periods not designated as a return of investment, exceed cumulative recognized equity in earnings of the joint venture. Excess distributions are classified as cash inflows from investing activities as a return of investment. On an annual basis or at interim periods if events and circumstances indicate that the investment may be impaired, the Company reviews the carrying value of its investment in unconsolidated joint venture to determine if circumstances indicate impairment to the carrying value of the investment that is other than temporary. The investment is considered impaired if its estimated fair value is less than the carrying amount of the investment and that impairment is other than temporary. Assets Held for Sale and Discontinued Operations A hotel is considered held for sale (a) when a contract for sale is entered into, a substantial, nonrefundable deposit has been committed by the purchaser, and sale is expected to occur within one year, or (b) if management has committed to and is actively engaged in a plan to sell the property, the property is available for sale in its current condition, and it is probable the sale will be completed within one year. If a hotel is considered held for sale as of the most recent balance sheet presented or was sold prior to that balance sheet date, the hotel property and the debt it collateralizes are shown as held for sale in all periods presented. Depreciation of our hotels is discontinued at the time they are considered held for sale. Only disposals representing a strategic shift in operations that have a major effect on an entity’s operations and financial results are presented as discontinued operations. None of the dispositions completed in 2018 or 2019 to date have met this definition, and we anticipate that most of our hotel dispositions will not be classified as discontinued operations as most will not fit this definition. At the end of each reporting period, if the fair value of a held for sale property less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. Impairment losses on held for sale properties may be subsequently recovered up to the amount of the cumulative impairment losses taken while the property is held for sale should future revisions to fair value estimates be required. If active marketing ceases or the property no longer meets the criteria to be classified as held for sale, the property is reclassified to held for use and measured at the lower of its (a) carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for use, or (b) its fair value at the date of the decision not to sell. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents includes cash and highly liquid investments with original maturities of three months or less when acquired, and are carried at costs which approximates fair value. Restricted cash consists of cash held in escrow for the replacement of furniture and fixtures or for real estate taxes and property insurance as required under certain loan agreements. Revenue Recognition Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer's hotel stay at the daily contract rate. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the contract rate at the point in time or over the time period that goods or services are provided to the customer and the related performance obligations are fulfilled. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses . Sales, use, occupancy, and similar taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue in the consolidated statements of operations. Hotel operating revenues can be disaggregated into the following categories to demonstrate how economic factors affect the nature, amount, timing, and uncerta inty of revenue and cash flows: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Rooms $ 13,798 $ 14,710 $ 44,413 $ 47,598 Food and beverages 318 352 1,073 1,138 Other 550 400 1,260 1,239 Total revenue $ 14,666 $ 15,462 $ 46,746 $ 49,975 Income Taxes The Company qualifies and intends to continue to qualify as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”), as amended. In general, under such Code provisions, an entity which has made the required election and, in the taxable year, meets certain requirements and distributes to its shareholders at least 90% of its REIT taxable income, will not be subject to federal income tax to the extent of the income currently distributed to shareholders. A REIT will incur a 100% tax on the net gain derived from any sale or other disposition of property that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. We do not believe any of our hotels were held primarily for sale in the ordinary course of our trade or business. However, if the IRS would successfully assert that we held such hotels primarily for sale in the ordinary course of our business, the gain from such sales could be subject to a 100% prohibited transaction tax. Taxable income from non-REIT activities managed through the TRS is subject to federal, state, and local income taxes. We account for the federal income taxes of our TRS using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets and liabilities of the TRS and their respective tax bases and for operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on the consideration of available evidence, including tax planning strategies and projections for future taxable income over the periods in which the remaining deferred tax assets are deductible. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not (defined as a likelihood of more than 50% ) that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are utilized to determine the value of certain liabilities and equity instruments , to perform impairment assessments, to account for hotel acquisitions, in the valuation of stock-based compensation, a nd for disclosure purposes. Fair value measurements are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Directly or indirectly observable inputs other than quoted prices included in Level 1. Level 2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. Level 3: Unobservable inputs for which there is little or no market data, which require a reporting entity to develop its own assumptions. Our estimates of fair value are determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or valuation techniques may have a material effect on estimated fair value measurements. We classify assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. With the exception of fixed rate debt (see Note 8 ) and other financial instruments carried at fair value, the carrying amounts of the Company’s financial instruments approximates their fair values due to their short-term nature or variable market-based interest rates. Fair Value Option Under U.S. GAAP, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument by instrument basis, with changes in fair value reported in net earnings. This option was elected for the treatment of the Company’s convertible debt entered in to on March 16, 2016 (see Note 7 ). Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective. The standard was effective for the Company on January 1, 2018 and was adopted on that date using the modified retrospective transition method. Due to the short-term nature of the Company’s revenue streams, the adoption of this standard had no impact on the Company’s revenue or net income, and therefore, no adjustment was recorded to the Company’s opening accumulated deficit. The adoption of this standard resulted in additional disclosures. Furthermore, for real estate sales to third parties, primarily a result of disposition of real estate in exchange for cash with few contingencies, the standard did not impact the recognition of our accounting for these sales. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Payment , which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. This guidance is effective for the Company for years beginning after December 15, 2017. The Company has adopted ASU 2016-15 for the year beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which clarifies how companies should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires companies to show the changes in the total of cash, cash equivalents, and restricted cash equivalents in the statement of cash flows. This guidance is effective for the Company for years beginning after December 15, 2017, including interim periods within those years. The Company has adopted ASU 2016-18 for the year beginning on January 1, 2018. The adoption of ASU No. 2016-18 changed the presentation of the consolidated statements of cash flows for the Company to include changes to cash and cash equivalents and restricted cash for all periods presented. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or business combinations. As a result of the standard, we anticipate that the majority of our hotel purchases will be considered asset purchases as opposed to business combinations and as such the related acquisition costs will be capitalized. However, the determination will be made on a transaction-by-transaction basis. This standard is applied on a prospective basis and, therefore, it does not affect the accounting for any of our previous transactions. This standard was effective for annual periods beginning after December 15, 2017, although early adoption is permitted. The Company has adopted ASU 2017-01 for the year beginning on January 1, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which superseded most existing lease guidance in U.S. GAAP. ASU 2016-02 requires, among other changes to the lease accounting guidance, lessees to recognize most leases on-balance sheet via a right of use asset and lease liability and |
Investment in Hotel Properties
Investment in Hotel Properties | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Hotel Properties [Abstract] | |
Investment in Hotel Properties | NOTE 2. INVESTMENT IN HOTEL PROPERTIES Investment in hotel properties consisted of the following at September 30, 2019 and December 31, 2018 : As of September 30, 2019 December 31, 2018 Total Held for sale Held for use Total Land $ 20,201 $ 2,304 $ 20,200 $ 22,504 Buildings, improvements, vehicle 206,950 4,462 206,821 211,283 Furniture and equipment 21,721 719 20,554 21,273 Initial franchise fees 1,784 25 1,784 1,809 Construction-in-progress 65 7 323 330 Right of use asset 221 - - - Investment in hotel properties 250,942 7,517 249,682 257,199 Less accumulated depreciation (26,566) (3,425) (19,504) (22,929) Investment in hotel properties, net $ 224,376 $ 4,092 $ 230,178 $ 234,270 On January 1, 2019, the Company adopted ASU 842, Leases, and applied it prospectively. At adoption, the Company also elected the practical expedients which permitted it to not reassess its prior conclusions about lease identification, classification, and initial direct costs. Consequently on January 1, 2019, the Company recognized right-of-use assets and related liabilities related to its operating leases. Since most of the Company's leases do not provide an implicit rate, the Company used in cremental borrowing rates, with a weighted average rate of 5.20% at September 30, 2019. The right-of-use assets and liabilities are amortized to rent expense, included in either Hotel and property operations expenses or General and administrative expenses depending on the nature of the lease, over the term of the underlying lease agreements. The weighted average remaining life of the Company’s operating leases, including options to extend when it is reasonably certain the Company will exercise such options, was 3.9 years at September 30, 2019. As of September 30, 2019, the Company's right-of-use assets, net of $221 are included in Investment in hotel properties, net and its related lease liabilities of $225 are presented in Accounts payable, accrued expenses, and other liabilities in the Company's consolidated balance sheets. The adoption of this standard had minimal impact on the Company's consolidated statements of operations. |
Acquisition of Hotel Properties
Acquisition of Hotel Properties | 9 Months Ended |
Sep. 30, 2019 | |
Acquisition of Hotel Properties [Abstract] | |
Acquisition of Hotel Properties | NOTE 3. ACQUISITION OF HOTEL PROPERTIES During the nine months ended September 30, 2018, the Company acquired two wholly owned hotel properties, each of which was acquired in the first quarter of 2018. The allocation of the purchase price based on fair value was as follows: Date of acquisition Land Buildings, improvements, and vehicle Furniture and equipment Intangible asset Total purchase price & acquisition costs (1) Debt at acquisition (2) Issuance of common units (3) Net cash paid TownePlace Suites 01/18/2018 $ 1,435 $ 16,459 $ 1,729 $ 190 $ 19,813 $ 19,813 $ - $ - Austin, TX Home2 Suites 02/21/2018 998 13,485 1,854 53 16,390 14,818 50 1,522 Summerville, SC Total $ 2,433 $ 29,944 $ 3,583 $ 243 $ 36,203 $ 34,631 $ 50 $ 1,522 (1) Contractual purchase price of $19,750 and $16,325 for Austin TownePla ce S uites and Summerville Hom e 2 Suites, respectively. (2) All debt was drawn from the $150,000 secured revolving credit facility (the “credit facility”) at acquisition . (3) Total issuance of 259,685 common units. Common units may be redeemed at a rate of one common share for 52 common units (see Note 11). Included in the consolidated statement s of operations for the three and nine months en ded September 30 , 2018 are total revenues of $1,761 and $5,335 , respectively, and total operating income of $253 and $1,420 , respectively, related to the results of operations for the two hotels acquired in 2018 since the date of acquis ition. All purchase price allocations were determined using Level 3 fair value inputs. Pro Forma Results The following condensed pro forma financial data is presented as if the two acquisitions completed in 2018 were completed on January 1, 2017. Supplemental pro forma earnings were adjusted to exclude all acquisition expenses recognized in the periods presented as if these acquisition costs had been incurred in prior periods but were not adjusted to remove the results of hotels sold during and between the periods. Results for periods prior to the Company’s ownership are based on information provided by the prior owners, adjusted for differences in interest expense, depreciation expense, and management fees following the Company’s ownership and have not been audited or reviewed by our independent auditors. All hotels were in operation for all of the periods presented . The condensed pro forma financial data is not necessarily indicative of what the actual results of operations of the Company would have been assuming the acquisitions had been consummated on January 1, 2017, nor do they purport to represent the results of operations for future periods. Nine months ended September 30, 2018 Total revenue $ 50,618 Operating income $ 6,601 Net earnings attributable to common shareholders $ 6,091 Net earnings per share - Basic $ 0.51 Net earnings per share - Diluted $ 0.51 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Unconsolidated Joint Venture [Abstract] | |
Investment in Unconsolidated Joint Venture | NOTE 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE On August 1, 2016, the Company entered into a joint venture, the Atlanta JV, with Three Wall Capital LLC and certain of its affiliates (“TWC”) to acquire an Aloft hotel in downtown Atlanta, Georgia. The Atlanta Aloft acquisition had a total purchase price of $43,550 and closed on August 22, 2016. The Company accounts for the Atlanta JV under the equity method. Condor owns 80% of the Atlanta JV with TWC owning the remaining 20% . The Atlanta JV is comprised of two companies: Spring Street Hotel Property II LLC, of which the operating partnership indirectly owns an 80% equity interest, and Spring Street Hotel OpCo II LLC, of which our TRS indirectly owns an 80% equity interest. TWC owns the remaining 20% equity interest in these two companies. The purchase was partially funded with a $33,750 term loan secured by the property. The term loan (the “Old Term Loan”) , obtained from LoanC ore Capital Credit REIT LLC, had an initial term of 24 months with three 12 -month extension periods, which could be exercised at the Atlanta JV’s option subject to certain conditions and fees. The first of these extension options was exercised by the Atlanta JV on September 9, 2018. The loan was non-recourse to the Atlanta JV, subject to sp ecified exceptions. The loan was also non-recourse to Condor, except for certain customary carve-outs which are guaranteed by the Company. On August 9, 2019, the operating partnership and the owner and lessee of the Aloft Atlanta hotel in the Atlanta JV (Spring Street Hotel Property LLC and Spring Street Hotel OpCo LLC, respectively), as Borrowers, closed on a $34,080 term loan pursuant to a term loan agreement with KeyBank National Association and the other lenders party thereto, as Lenders, and KeyBank National Association, as Agent for the Lenders (the “New Term Loan”). The proceeds of the New Term Loan were used to repay the Old Term Loan, which was terminated following the repayment. The New Term Loan is included in full on the balance sheet of the Atlanta JV at September 30, 2019. The New Term Loan matures upon the earlier to occur of (a) consummation of the merger under the Merger Agreement (see Note 1) and (b) February 9, 2020 . The New Term Loan bears interest, at the Borrower’s option, at eith er LIBOR plus 2.25% or a base rate plus 1.25% . The New Term Loan requires monthly interest payments and principal is due on the maturity date. The Borrowers may, at any time, voluntarily prepay the New Term Loan in whole or in part without premium or penalty (other than c ustomary LIBOR breakage costs). The current interest rate on the New Term Loan on September 30, 2019 was 4.29% . T he New Term Loan is secured by a first priority lien and security interest on the Aloft Atlanta hotel and the tangible and intangible personal property used in connection with such hotel, including inventory, equipment, fixtures, accounts and general intangibles. The New Term Loan is guaranteed by the Company and certain of its subsidiaries. Under the Atlanta JV agreement, the Atlanta JV is managed by TWC in accordance with business plans and budgets approved by both partners. Major decisions as detailed in the agreement also require joint approval. Condor may remove TWC as manager of the Atlanta JV and appoint a new manager only upon the occurrence of certain events. The Atlanta Aloft hotel is managed by Boast Hotel Management Company LLC (“Boast”), an affiliate of TWC. The Atlanta JV paid to Boast total management fees of $91 and $92 for the three months ended September 30, 2019 and 2018, respectively, and $303 and $283 for the nine months ended September 30, 2019 and 2018, respectively. Net cash flow from the Atlanta JV is distributed each quarter first with a 10% annual preferred return on capital contributions to Condor, second with a 10% annual preferred return on capital contributions to TWC, and third with any remainder distributed to the partners based on their pro-rata equity ownership. Profits are allocated in the same proportion as net cash flow. Losses are allocated based on pro-rata equity ownership. Cash distributions totaling $960 and $400 in the three months ended September 30, 2019 and 2018, respectively, and $1,813 and $1,360 in the nine months ended September 30, 2019 and 2018, respectively, were received by the Company from the Atlanta JV. The Atlanta JV agreement also includes buy-sell rights for both members (generally after three years of hotel ownership for Condor and after five years for TWC) and Condor has a purchase option for TWC’s Atlanta JV ownership interest exercisable between the third and fifth anniversary of the hotel closing. The following table represents the total assets, liabilities, and equity, including the Company’s share, of the Atlanta JV as of September 30, 2019 and December 31, 2018: As of September 30, 2019 December 31, 2018 Investment in hotel properties, net $ 45,916 $ 46,933 Cash and cash equivalents 426 913 Restricted cash, property escrows 0 366 Accounts receivable, prepaid expenses, and other assets 469 294 Total Assets $ 46,811 $ 48,506 Accounts payable, accrued expenses, and other liabilities $ 1,105 $ 1,375 Land option liability 6,190 6,190 Long-term debt, net of deferred financing costs 33,705 33,608 Total Liabilities 41,000 41,173 Condor equity 4,649 5,866 TWC equity 1,162 1,467 Total Equity 5,811 7,333 Total Liabilities and Equity $ 46,811 $ 48,506 The table below provides the components of net earnings, including the Company’s share of the Atlanta JV, for the three and nine months ended September 30, 2019 and 2018. Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Revenue Room rentals and other hotel services $ 3,057 $ 3,106 $ 10,115 $ 9,484 Operating Expenses Hotel and property operations 1,943 2,097 6,020 6,110 Depreciation and amortization 374 362 1,119 1,083 Total operating expenses 2,317 2,459 7,139 7,193 Operating income 740 647 2,976 2,291 Net loss on disposition of assets (2) (19) (2) (36) Net loss on derivative - - (1) - Interest expense (671) (679) (2,057) (1,941) Loss on extinguishment of debt (172) - (172) - Net earnings (loss) $ (105) $ (51) $ 744 $ 314 Condor allocated earnings (loss) $ (84) $ (41) $ 595 $ 251 TWC allocated earnings (loss) (21) (10) 149 63 Net earnings (loss) $ (105) $ (51) $ 744 $ 314 |
Dispositions of Hotel Propertie
Dispositions of Hotel Properties | 9 Months Ended |
Sep. 30, 2019 | |
Dispositions of Hotel Properties [Abstract] | |
Dispositions of Hotel Properties | NOTE 5. DISPOSITIONS OF HOTEL PROPERTIES As of September 30, 2019, the Company had no hotels classified as held for sale. At December 31, 2018, the Company had one hotel held for sale. During the three months ended September 30, 2019, the Company sold no hotels. During the three months ended September 30, 2018, the Company sold one hotel resulting in a total gain of $3,722 . During the nine months ended September 30, 2019 and 2018, the Company sold one hotel and four hotels, respectively, resulting in total gains of $62 and $5,706 , respectively. One of the hotels sold during the first quarter of 2018 had been previously impaired and a recovery of impairment totaling $93 was recognized upon the sale. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 6 . LONG-TERM DEBT Long-term debt related to wholly owned properties , including debt related to hotel properties held for sale, consisted of the following loans payable at September 30, 2019 and December 31, 2018 : Lender Balance at September 30, 2019 Interest rate at September 30, 2019 Maturity Amortization provision Properties encumbered at September 30, 2019 Balance at December 31, 2018 Fixed rate debt Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18 $ 8,684 4.54% 08/2024 25 years 1 $ 8,817 Great Western Bank (1) 13,380 4.33% 12/2021 (5) 25 years 1 13,615 Great Western Bank (1) 1,027 4.33% 12/2021 (5) 7 years - 1,171 Total fixed rate debt 23,091 23,603 Variable rate debt Wells Fargo 25,723 4.49% (2) 11/2022 (6) 30 years 3 26,048 KeyBank credit facility (3) 86,845 4.55% (4) 10/2020 (7) Interest only 9 89,487 Total variable rate debt 112,568 14 115,535 Total long-term debt $ 135,659 $ 139,138 Less: Deferred financing costs (1,642) (2,208) Total long-term debt, net of deferred financing costs 134,017 136,930 Less: Long-term debt related to hotel properties held for sale, net of deferred financing costs of $0 and $18 - (1,120) Long-term debt related to hotel properties held for use, net of deferred financing costs of $1,642 and $2,190 $ 134,017 $ 135,810 (1) Both loans are collateralized by Aloft Leawood. (2) Variable rate of 30-day LIBOR plus 2.39% , effectively fixed at 4.44% after giving effect to interest rate swap (see Note 8). (3) $150,000 credit facility that includes an accordion feature that would allow the credit facility to be increased to $400,000 with additional lender commitments. Available borrowing capacity under the credit facility is based on a borrowing base formula for the pool of hotel properties securing the facility. Total unused availability under this credit facility was $9,020 at September 30 , 201 9 . The commitment fee on unused facility is 0.20%. (4) Borrowings under the facility accrue interest based on a leverage-based pricing grid, at the Company’s option, at either LIBOR plus a spread ranging from 2.25% to 3.00% (depending on leverage) or a base rate plus a spread ranging from 1.25% to 2.00% (depending on leverage) . 30-day LIBOR for $30,000 notional capped at 3.35% after giving effect to market rate cap (see Note 8). (5) Term may be extended for additional two years subject to interest rate adjustments. (6) Two one -year extension options subject to the satisfaction of certain conditions. (7) The maturity of the credit facility was extended to October 1, 2020 on May 3 , 2019. Two extension options , extending the maturity of the credit facility to March 1, 2021 and March 1, 2022 , are available subject to certain conditions including the completion of specific capital achievements. Debt is classified as held for sale if the properties collateralizing it are held for sale. Debt associated with assets held for sale is classified in the table below based on its contractual maturity although the balances are expected to be repaid within one year upon the sale of the related hotel p roperties. Aggregate annual principal payments o n debt for the remainder of 2019 and thereafter are as follows: Total Remainder of 2019 $ 299 2020 88,076 2021 14,344 2022 24,886 2023 214 Thereafter 7,840 Total $ 135,659 Financial Covenants We are required to satisfy various financial covenants within our debt agreements, including the following financial covenants within our credit facility: · Leverage Ratio: The ratio of consolidated total indebtedness to consolidated total asset value cannot exceed 60% . Commencing on April 1, 2020 , the foregoing leverage ratio will no longer be applicable, and in lieu thereof, the ratio of consolidated total indebtedness to adjusted consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the most recently ended four fiscal quarters cannot exceed 6.25 to 1. · Secured Leverage Ratio: The ratio of consolidated secured indebtedness (excluding the credit facility) to consolidated total asset value cannot exceed 40% . · Fixed Charge Coverage Ratio: The ratio of adjusted consolidated EBITDA for the most recently ended four fiscal quarters to consolidated fixed charges for the most recently ended four fiscal quarters cannot be less than 1.50 to 1. · Tangible Net Worth: Consolidated tangible net worth cannot be less than $55 million plus 80% of net offering proceeds. · Unhedged Variable Rate Debt: Consolidated unhedged variable rate debt cannot exceed 25% of consolidated total asset value. · Distributions: The Company is permitted to make distributions during any period of four fiscal quarters in an aggregate amount of up to 95% of funds available for distribution. Certain of the terms used in the foregoing descriptions of the financial covenants within our credit facility have the meanings given to them in the credit facility, and certain of the financial covenants are subject to pro forma adjustments for acquisitions and sales of hotel properties and for specific capital events. If we fail to pay our indebtedness when due, fail to comply with covenants or otherwise default on our loans, unless waived, we could incur higher interest rates during the period of such loan defaults, be required to immediately pay our indebtedness, and ultimately lose our hotels through lender foreclosure if we are unable to obtain alternative sources of financing with acceptable terms. Our credit facility contains cross-default provisions which would allow the lenders under our credit facility to declare a default and accelerate our indebtedness to them if we default on our other loans and such default would permit that lender to accelerate our indebtedness under any such loan. As of September 30, 2019 , we are not in default of any of our loan s. |
Convertible Debt at Fair Value
Convertible Debt at Fair Value | 9 Months Ended |
Sep. 30, 2019 | |
Convertible Debt at Fair Value [Abstract] | |
Convertible Debt at Fair Value | NOTE 7. CONVERTIBLE DEBT AT FAIR VALUE As part of an Exchange A greement entered into on March 16, 2016 with Real Estate Strate gies, L.P. (“RES”, which also includes affiliated entities) , the Company issued to RES a Convertible Promissory Note (the “Note”), bearing interest at 6.25% per annum, in the principal amount of $1,012 . The Note is convertible directly into 97,269 shares of common stock at any time at the option of RES or automatically when the Series E Preferred Stock is required to be converted or is redeemed in whole (see Note 10). The Note is not convertible to the extent that a conversion would cause RES, together with its affiliates, to beneficially own more than 49% of the voting stock of the Company at the time of the conversion. Any conversion reduce s the principal amount of the Note proportionally. The Company has made an irrev ocable election to record this convertible d ebt in its entirety at fair value utilizing the fair value option available under U.S. GAAP in order to more accurately reflect the economic value of this Note. As such, gains and losses on the Note are included in net gain on derivatives and convertible debt within net earnings each reporting period. Gains (losses) related to this Note were recognized totaling ( $127 ) and $1 duri ng the three months ended September 30, 2019 and 2018, respectively, and totaling ( $199 ) and $20 during the nine months ended September 30, 2019 and 2018, respectively. The fair value of the Note is determined using a trinomial lattice -based model, which is a generally accepted computational model typically used for pricing options. The fair value of the Note on the date of issuance was determined to be equal to its principal amount. Interest expense related to this Note is recorded separately from other changes in its fair value within interest expense each period . The following table represent s the difference between the fair value and the unpaid principal balance of the Note as of September 30, 2019 : Fair value as of September 30, 2019 Unpaid principal balance as of September 30, 2019 Fair value carrying amount over/(under) unpaid principal 6.25% Convertible Debt $ 1,199 $ 1,012 $ 187 |
Fair Value Measurements and Der
Fair Value Measurements and Derivative Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements and Derivative Instruments [Abstract] | |
Fair Value Measurements and Derivative Instruments | NOTE 8. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS Our determination of fair value measurements is based on the assumptions that market participants would use in pricing the asset or liability. At September 30, 2019 , the Compan y’s convertible debt (see Note 7 ) and certain derivative instruments were the only financial instruments measured in the financial statements at fair value on a recurring basis. Nonrecurring fair value measurements were utilized in the determination of the fair value of acquired properties in 2018 (see Note 3), in the valuation of the stock-based compensation grants (see Note 12), and in the assessment of impaired and potentially impaired hotels during the three and nine months ended September 30, 2019 and 2018 . Derivative Instruments C urrently, the Company uses derivatives, such as interest rate swaps and caps, to manage its interest rate risk. The fair value of interest rate positions is determined using the standard market methodology of netting discounted expected future cash receipts and payments. Variable interest rates used in the calculation of projected receipts and payments on the positions are based on expectations of future interest rates derived from observable market interest rate curves and volatilities. Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the agreements. The Company believes it minimizes this credit risk by transacting with major creditworthy financial institutions. These interest rate positions at September 30, 2019 and/or December 31, 2018 are as follows: Associated debt Type Terms Effective Date Maturity Date Notional amount at September 30, 2019 Notional amount at December 31, 2018 Wells Fargo Swap Swaps 30-day LIBOR for fixed rate of 2.053% 11/2017 11/2022 $ 25,723 (1) $ 26,048 (1) Credit facility Cap Caps 30-day LIBOR at 2.50% 03/2017 03/2019 $ Not applicable $ 50,000 Credit facility Cap Caps 30-day LIBOR at 3.35% 4/1/2019 10/2020 $ 30,000 $ Not applicable (1) Notional amount amortizes consistently with the principal amortization of the associated loan. Additionally, included in the Series E Preferred Stock issued on March 1, 2017 is a redemption right that allows the Company to redeem up to a total of 490,250 shares of Series E Preferred Stock for specific percentages of its liquidation preference (see Note 10). This option requires bifurcation and as such is treated as a separate derivative instrument. All derivatives recognized by the Company are reported as derivative assets on the consolidated balance sheet s and are adjusted to their fair value at each reporting date. All gains and losses on derivative instruments are included in net gain on derivatives and convertible debt and with the exception of realized gains and losses related to the interest rate instruments, which are included in interest expense on the consolidated statements of operations. Net gains (losses) of ( $96 ) and $115 for the th ree months ended September 30, 2019 and 2018 , respectively , and ( $717 ) and $699 for the nine months ended September 30, 2019, respectively, were recognized related to derivative instruments. Recurring Fair Value Measurements The following tables provide the fair value of the Company’s financial assets and ( liabilities ) carried at fair value and measured on a recurring basis: Fair value at September 30, 2019 Level 1 Level 2 Level 3 Interest rate derivatives $ (498) $ - $ (498) $ - Series E Preferred embedded redemption option 428 - - 428 Convertible debt (1,199) - - (1,199) Total $ (1,269) $ - $ (498) $ (771) Fair value at December 31, 2018 Level 1 Level 2 Level 3 Interest rate derivatives $ 350 $ - $ 350 $ - Series E Preferred embedded redemption option 289 - - 289 Convertible debt (1,000) - - (1,000) Total $ (361) $ - $ 350 $ (711) There were no transfers between levels during the three or nine months ended September 30, 2019 or 2018 . The following table presents a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (Level 3) and the related gains and losses recorded in the consolidated statements of operations during the period s : Three months ended September 30, 2019 2018 Series E Preferred embedded redemption option Convertible debt Total Series E Preferred embedded redemption option Convertible debt Total Fair value, beginning of period $ 398 $ (1,072) $ (674) $ 266 $ (1,050) $ (784) Net gains (losses) recognized in earnings 30 (127) (97) (16) 1 (15) Fair value, end of period $ 428 $ (1,199) $ (771) $ 250 $ (1,049) $ (799) Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period $ 30 $ (127) $ (97) $ (16) $ 1 $ (15) Nine months ended September 30, 2019 2018 Series E Preferred embedded redemption option Convertible debt Total Series E Preferred embedded redemption option Convertible debt Total Fair value, beginning of period $ 289 $ (1,000) $ (711) $ 314 $ (1,069) $ (755) Net gains (losses) recognized in earnings 139 (199) (60) (64) 20 (44) Fair value, end of period $ 428 $ (1,199) $ (771) $ 250 $ (1,049) $ (799) Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period $ 139 $ (199) $ (60) $ (64) $ 20 $ (44) Fair Value of Long-Term Debt The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of debt obligati ons with similar credit risks . Credit spreads take into consideration general market conditions and maturity. The inputs utilized in estimating the fair value of debt are classified in Level 2 of the fair value hierarchy. Both t he carrying value and estimated fair value of the Company’s long-term debt are presented net of deferred financing costs in the table below: Carrying value as of Estimated fair value as of September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 Held for use $ 134,017 $ 135,810 $ 134,404 $ 134,773 Held for sale - 1,120 - 1,120 Total $ 134,017 $ 136,930 $ 134,404 $ 135,893 Impaired Hotel Properties In the performance of impairment analysis for both held for sale and held for use properties, fair value is determined with the assistance of independent real estate brokers and through the use of operating results and revenue multiples based on the Company’s experience with hotel sales as well as available industry information. For held for sale properties, estimated selling costs are based on our experience with similar asset sales. These are co nsidered Level 3 measurements . The amount of impairment and recovery of previously recorded impairment recognized in the nine months ended September 30 , 2018 is shown in the table below: Nine months ended September 30, 2018 Number of hotels Impairment recovery Sold hotels: Impairment recovery 1 $ 93 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | NOTE 9. COMMON STOCK The Company’s common stock is duly authorized, fully paid, and non-assessable. On September 20, 2017, the Company entered into an equity distribution agreement with KeyBanc Capital Markets Inc. and BMO Capital Markets Corp. (collectively, the “Sales Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $50,000 , subject to decrease in compliance with General Instruction I.B.6 of Registration Statement on Form S-3, of shares of our common stock pursuant to a prospectus supplement we filed with the Securities and Exchange Commission (“SEC”) through the Sales Agents acting as sales agent and/or principal, through an at-the-market offering program (our “ATM program”). Pursuant to Instruction I.B.6 to Registration Statement on Form S-3, we may not sell more than the equivalent of one-third of our public float during any 12 consecutive months so long as our public float is less than $75,000 . There were no sales of common stock under the ATM program during the three or nine months ended September 30, 2019 or during the three months ended September 30, 2018. During the nine months ended September 30 , 2018, the Company sold 28,474 shares of common stock under the ATM program at an average sales price of $10.40 per share for gross proceeds totaling $296 an d net proceeds totaling $260 . Since the inception of the ATM program, the Company has sold 197,478 shares of common stock at an average sales price of $10.18 per share for gross proceeds totaling $ 2,011 and net proceeds totaling $1, 879. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock | NOTE 10. PREFERRED STOCK The Company has 925,000 shares outstanding of Series E Preferred Stock. The Series E Preferred Stock ranks senior to the Company’s common stock and any other preferred stock issuances and receives preferential cumulative cash dividends at a rate of 6.25% per annum , payable quarterly of the $10.00 face value per share. If the Company fails to pay a dividend then during the period that dividends are not paid, the dividend rate increases to 9.50% per annum. Dividends on the Series E Preferr ed Stock accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends, whether or not such dividends are declared, and whether or not such dividends are prohibited by agreement. Each share of Series E Preferred Stock is convertible, at the option of the holder, at any time on or after February 28, 2019, into a number of shares of common stock determined by dividing the conversion price of $13.845 into an amount equal to the $10.00 face value per share plus accrued and unpaid dividends, if any. Upon liquidation, each share of Series E Preferred Stock is entitled to $10.00 per share and accrued and unpaid dividends. The conversion price is subject to anti-dilution adjustments upon the occurrence of stock splits and stock dividends. Following a specific equity offering or offerings, from time to time a number of shares of Series E Preferred Stock automatically converts into common stock if the common stock trades at 120% of the conversion price for 60 trading days, and the number of shares converted will be determined by certain trading volumes measures. The Company has rights to redeem up to 490,250 shares of the Series E Preferred Stock at prices from 110% to 130% of its liquidation value. The holders have put rights commencing March 16, 2021 to put the Series E Preferred Stock to the Company at 130% of its liquidation preference, which the Company can satisfy with cash or common stock. The Series E Preferred Stock votes as a class on matters generally affecting the Series E Preferred Stock, and as long as 434,750 shares of Series E Preferred Stock ( 47% of the originally issued shares of Series E Preferred Stock) remain outstanding, then 75% approval of the Series E Preferred Stock will be required to approve merger, consolidation, liquidation or winding up of Condor, related party transactions exceeding $120 , payment of dividends on common stock except from funds from operations or to maintain REIT status, the grant of exemptions from Condor’s charter limitation on ownership of 9.9% of any class or series of its securities (exclusive of persons currently holding exemptions), issuance of preferred stock or commitment or agreement to do any of the foregoing. The Series E Preferred Stock was determined to have a fair value of $9,900 on the date of issuance as measured using a trinomial lattice-based model. From this value, the embedded redemption option (see Note 8), which was determined to be an asset with a fair value on the date of issuance of $150 using the same model, was bifurcated and will be accounted for at fair value at each period end. These are considered Level 3 fair value measurements. |
Noncontrolling Interest in the
Noncontrolling Interest in the Operating Partnership | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest in the Operating Partnership [Abstract] | |
Noncontrolling Interest in the Operating Partnership | NOTE 11 . NONCONTROLLING INTEREST IN THE OPERATING PARTNERSHIP Noncontrolling interest in the operating partnership represents the limited partners’ proportionate share of the equity in the operating partnership. Earnings and loss are allocated to noncontrolling interest in accordance with the weighted a verage percentage ownership of the operating partnership during the period. Our ownership interest in the operating partnership was 99.5% as of September 30, 2019 and December 31, 2018 . At September 30, 2019 and December 31, 2018 , 2,929,710 and 3,281,124 common units owned by minority interest holders were outstanding, all of which were held by limited partners . The total redemption value for the common units was $623 and $435 at September 30, 2019 and December 31, 2018 , respectively. Each limited partner of the operating partnership may, subject to cer tain limitations, require that the operating partnership redeem all or a portion of his or her common units at any time after a specified period following the date the units were acquired, by delivering a redempt ion notice to the operating partnership . When a limited partner tenders common units for redemption, the Company can, at its sole discretion, choose to purchase the units for either (1) a number of shares of Company common stock at a rate of one shar e of common stock for each 52 common units redeemed or (2) cash in an amount equal to the market value of the number of shares of Company common stock the limited partner would have received if the Company chose to purchase the units for common stock. During the three months ended September 30, 2019, 91,729 common units were converted into 1,765 shares of common stock. Additionally, during the nine months ended September 30, 2019, an additional 259,685 common units were redeemed for cash totaling $42 . During the three and nine months ended September 30, 2018, 800,000 common units were redeemed for cash totaling $160 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | NOTE 12. STOCK-BASED COMPENSATION The Company currently has in place the Condor 2016 Stock Plan, which was approved by the Company’s shareholders at the annual shareholders meeting on June 15, 2016. The 2016 Stock Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, deferred stock units, and other forms of stock-based compensation. The maximum number of shares of the Company’s common stock that may be issued under the 2016 Stock Plan is 761,538 following an amendment to the plan to increase the number of available shares by 300,000 that was approved by shareholders on May 17, 2018 at the annual meeting of shareholders. As of September 30, 2019 , there were 552,588 common shares available for issuance under the 2016 Stock Plan. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basi s over the requisite service period. Stock -based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of our stock, expected dividend yield, expected term, and assumptions of whether these awards will achieve performance thresholds. We believe that the assumptions and estimates utilized are appropriate based on the information available to management at the point of measurement. Compensation cost is recognized as additional paid-in capital for awards of the Company’s common stock . The Company has elected to account for forfeitures of stock-based compensation as they occur. Service Condition Share Awards From time to time, the Company awards restricted shares of common stock to employees, officers, and members of the Board of Directors under the 2016 Stock Plan. These shares generally vest ratably over five years for employees and officers and three years for members of the Board of Directors based on continued service or employment. Dividends paid on these restricted shares during the vesting period are not forfeited in the event that the shares fail to vest. The following table presents a summary of the service condition unvested share activity for the nine months ended September 30, 2019 and 2018: For the nine months ended September 30, 2019 2018 Shares Weighted-average grant date fair value Shares Weighted-average grant date fair value Unvested at December 31 76,500 $ 10.48 95,832 $ 10.54 Granted 20,701 $ 8.33 22,215 $ 10.26 Vested (45,001) $ 9.89 (25,540) $ 10.59 Forfeited (1,407) $ 9.23 (11,644) $ 10.33 Unvested at September 30 50,793 $ 10.16 80,863 $ 10.48 The fair value of the service co ndition unvested share awards was determined based on the closing price of the Company’s common stock on the grant date. Market Based Share Awards Pursuant to an amendment of an employment agreement o n June 28, 2017, an executive officer may earn shares of common stock if certain market share prices of common stock are attained. Any such shares, if earned, will be issued under the 2016 Stock Plan or another shareholder approved plan. The executive officer will earn and be issued 36,692 common shares each time stock market price targets of $11.00 to $18.00 (in one dollar increments) per common share are first achieved prior to March 31, 2022 based on the weighted-average common stock price for 60 consecutive trading days. Additionally, the shares vest to the extent of the value received per share of common stock in connection with a change in control, with the payout in such case to be prorated for the portion of the value above a stock market price target but below the next stock market price target. The compensation cost related to awards that are contingent upon achieving a market based criteria is measured at the fair value of the award on the date of gran t using the Monte Carlo simulation, including consideration of the market criteria, and amortized on a straight line basis over the derived performance period which is also estimated using this model. The Monte Carlo simulation method is a generally accepted statistical method used to generate a defined number of stock price paths in order to develop a reasonable estimate of the range of future expected stock prices of the Company and its peer group and minimize standard error. The total grant date fair value of this market based share award, including additional value assessed at the time of subsequent amendment of the award, was $1,380 . Performance Based Share Awards Pursuant to an amendment of an employment agreement on June 28, 2017, an executive officer may earn shares of common stock if certain operating results of the Company are obtained . Any such shares, if earned, will be issued under the 2016 Stock Plan or another shareholder approved plan . For each of the Company’s fiscal years 2017 through 2021 , if the Company achieves between 85% and 101% of budgeted Funds from Operations (“FFO”) as approved by the Board of Directors, the executive shall earn and be issued between 11,741 and 19,569 shares of common stock, determined on a straight-line basis based on the percentage of budgeted FFO achieved. In addition, for any fiscal year in which the Company achieves in excess of 101% of budgeted FFO, an additional 391 shares of common stock will be earned for each two percent actual FFO exceeds 101% of budgeted FFO, up to a total of 3,910 additional shares of common stock per year. The fair value of the performance based share awards is based on the closing price of the Company’s common stock on the grant date, discounted for estimated common stock dividends to be declared prior to the shares being issued. The grant date occurs on an annual basis when budgeted FFO is approved by the Board of Directors. During the first quarter of 2019, 13,778 shares with a grant date fair value totaling $122 were awarded to the executive based on 2018 FFO. Simultaneously, 2,550 fully vested shares were issued to the executive with a fair value of $22 as a discretionary grant. During the first quarter of 2018, 21,133 shares with a grant date fair value totaling $212 were awarded to the executive based on 2017 FFO. T he total grant date fair value of the 2019 portion of this performance based share award, assuming that 100% of budgeted FFO is achieved, was $147 . Warrants On March 2, 2015, the Company granted a warrant to an executive officer of the Company as an inducement material to the executive’s acceptance of employment. The Black-Scholes option pricing model was utilized at issuance for the determination of the fair value of the award. The warrant entitled the executive to purchase a total of 101,213 authorized but previously unissued shares of the Company’s common stock at a price of (i) $9.88 per share (the adjusted closing bid price of the common stock on Nasdaq on March 2, 2015) if at least one -third but not more than one -half of the shares were purchased on or prior to March 17, 2015, and (ii) $12.48 per share for shares purchased after that date. The warrant had a three -year term. The executive officer exercised the warrant in part to purchase 35,060 shares on March 11, 2015 at the price of $9.88 per share. The remaining warrant expired unexercised on March 2, 2018. Director Fully Vested Share Compensation Independent directors serving a s members of the Investment Committee of the Board of Directors receive their monthly Investment Committee fees in the form of shares of the Company’s common stock. Certain independent directors also elect to receive a portion of their director fees in the form of shares of the Company’s common stock. A total of 3,976 and 2,418 shares were issued during the three months ended September 30, 2019 and 2018, respectively, and 12,078 and 8,430 were issued during the nine months ended September 30, 2019 and 2018, respectively, to independent directors under the 2016 Stock Plan with respect to these fees. Stock-Based Compensation Expense The expense recognized in the consolidated financial statements for stock-based compensation, including LTIP units, related to employees and directors for the three months ended September 30, 2019 and 2018 was $141 and $247 , respectively , and for the nine months ended September 30, 2019 and 2018 was $901 and $912 , respectively, all of which is included in general and administrative expense. Total unrecognized compensation cost related to all awards at September 30, 2019 was $612 , which is expected to be recognized over a weighted-average remaining service period of 2.6 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 13. INCOME TAXES During the three months ended September 30, 2019 and 2018, income tax expense totaling $8 and $132 , respectively, was recognized primarily related to income earned by the TRS. During the nine months ended September 30, 2019 and 2018, income tax expense totaled $655 and $315 , respectively. Management believes the combined federal and state effective income tax rate for the TRS will be approximately 26% . After consideration of limitations related to a change in control as defined under Code Section 382, the TRS’s net operating loss carryforward at September 30, 2019 as determined for federal income tax purposes was $3,290 . The availability of the loss carryforwards will expire from 2027 through 2034 , with an indefinite carryforward for losses arising after December 31, 2017. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per Share [Abstract] | |
Earnings per Share | NOTE 14 . EARNINGS PER SHARE The two-class method is utilized to compute earnings per common share (“EPS”) as our unvested restricted stock awards with non-forfeitable dividends are considered participating securities. Under the two-class method, losses are allocated only to those securities that have a contractual obligation to share in the losses of the Company. Our unvested restricted stock is not obligated to absorb Company losses and accordingly is not allocated losses. The following is a reconciliation of basic and dilu ted EPS : Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Basic Net earnings (loss) attributable to common shareholders $ (2,123) $ 2,513 $ (3,660) $ 5,896 Less: Allocation to participating securities - (17) (28) (52) Net earnings (loss) attributable to common shareholders, net of amount allocated to participating securities $ (2,123) $ 2,496 $ (3,688) $ 5,844 Numerator: Diluted Net earnings (loss) attributable to common shareholders, net of amount allocated to participating securities $ (2,123) $ 2,496 $ (3,688) $ 5,844 Interest and fair value adjustment on Convertible Debt - 15 - 28 Total Diluted $ (2,123) $ 2,511 $ (3,688) $ 5,872 Denominator Weighted average number of common shares - Basic 11,862,204 11,800,908 11,842,746 11,776,591 Performance Based Share Awards - - - 5,714 Convertible Debt - 97,269 - 97,269 Weighted average number of common shares - Diluted 11,862,204 11,898,177 11,842,746 11,879,574 Earnings per Share Basic Earnings (Loss) per Share $ (0.18) $ 0.21 $ (0.31) $ 0.50 Diluted Earnings (Loss) per Share $ (0.18) $ 0.21 $ (0.31) $ 0.49 The following table summarizes the weighted average number of potentially dilutive securities that have been excluded from the denominator for the purpose of computing diluted EPS as they are antidilutive: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Unvested restricted stock 52,847 82,865 67,149 91,398 Warrants - Employees (2) - - - 14,781 Series E Preferred Stock 668,111 668,111 668,111 668,111 Convertible debt 97,269 - 97,269 - Operating partnership common units (1) 57,740 91,496 59,190 91,210 Total potentially dilutive securities excluded from the denominator 875,967 842,472 891,719 865,500 (1) Common units of the operating partnership have been omitted from the denominator for the purpose of computing diluted EPS since the effect of including these amounts in the numerator and denominator would have no impact on calculated EPS. (2) Amounts above are weighted average amounts outstanding for the periods presented. These instruments were no longer outstanding at September 30, 2019 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | NOTE 15 . COMMITMENTS AND CONTINGENCIES Management Agreements Our TRS engages eligible independent contractors as property managers for each of our hotels in accordance with the requirements for qualification as a REIT. The hotel management agreements provide that the management companies have control of all operational aspects of the hotels, including employee-related matters. The management companies must generally maintain each hotel under their management in good repair and condition and perform routine maintenance, repairs, and minor alterations. Additionally, the management companies must operate the hotels in accordance with the national franchise agreements that cover the hotels, which includes, as applicable, using franchisor sales an d reservation systems and abiding by the franchisors’ marketing standards. The management agreements generally require the TRS to fund debt service, working capital needs, and capital expenditures and to fund the management companies ’ third-party operating expenses , except those expenses not related to the operation of the hotels. The TRS also is responsible for obtaining and maintaining certain insurance policies with respect to the hotels. Each of the management companies employed by the TRS at September 30, 2019 receives a base monthly management fee of 3.0% to 3.5% of hotel revenue, with incentives for performance, which increase such fee to a maximum of 5.0% of hotel revenue. Base management fees totaled $4 38 and $454 , respectively, for the three months ended September 30, 2019 and 2018, and $1,384 , and $1,473 , respectively, for the nine months ended September 30, 2019 and 2018, all of which was included as hotel and property operations expense. Incentive management fees totaled $63 and $29 , respectively, for the three months ended September 30, 2019 and 2018, and $140 and $210 , respectively, for the nine months ended September 30, 2019 and 2018. The management agreements generally have initial terms of one to three years and renew for additional terms of one year unless either party to the agreement gives the other party written notice of termination at least 90 days before the end of a term. The Company may terminate a management agreement, subject to cure rights, if certain performance metrics tied to both individual hotel and total managed portfolio performance are not met. The Company may also terminate a management agreement with respect to a h otel at any time without reason, either with or without payment of a termination fee (depending on the agreement) . The management agreements terminate with respect to a hotel upon sale of the hotel, subject to certain notice requirements. Franchise Agreements As of September 30, 2019 , all of our properties operate under franchise licenses from national hotel companies. Under our franchise agreements, we are required to pay franchise fees generally between 3.3% and 5.5% of room revenue , plus additional fees for marketing, central reservation systems, and other franchisor programs and services that amount to between 2.5% and 6.0% of room revenue. The franchise agreements typically have 10 to 25 year terms although certain agreements may be terminated by either party on certain anniversary dates specified in the agreements. Further, each agreement provides for early termination fees in the event the agreement is terminated before the stated term. Franchise fee expense totaled $1, 130 and $1,159 for the three months ended September 30, 2019 and 2018, respectively, and $3,603 and $3,676 , for the nine months ended September 30, 2019 and 2018, respectively, and all of which was included as hotel and property operations expense. The franchisor of two of ou r hotels advised us in 2019 that both of the hotels have dropped below the required level for guest satisfaction surveys, and that if the hotels do not achieve compliance, it reserves the right to elect to terminate the relevant franchise agreement. The Company is actively addressing the matter relating to the surveys and has plans in place which it believes will resolve these issues. Leases The Company has no land lease agreements in place related to properties owned at September 30 , 2019. The Company entered into three new office lease agreements in 2016, replacing all existing office lease agreements. These leases expire in 2019 through 2021 and have combined rent expense of approximately $154 annually. Office lease expense totaled $39 and $43 in the three months ended September 30 , 2019 and 2018, respectively, and $118 and $121 in the nine months ended September 30, 2019 and 2018, respectively, and is included in general and administrative expense. The Company also has in place operating leases for miscellaneous equipment at its hotel properties. The maturity of the lease liabilities for the Company’s operating leases is as follows: Maturity of lease liabilities Year ended December 31, Remainder of 2019 $ 24 2020 91 2021 81 2022 20 2023 4 Thereafter 30 Total lease payments $ 250 Less: Imputed interest (25) Present value of lease liabilities $ 225 As of December 31, 2018, prior to adoption of ASC 842, the future minimum lease payments applicable to non- cancellable operating leases were as follows: Lease rents 2019 $ 138 2020 61 2021 47 2022 - 2023 - $ 246 Litigation Various claims and legal proceedings arise in the ordinary course of business and may be pending against the Company and its properties. We are not currently involved in any material litigation, nor, to our knowledge, is any material litigation threatened against us. The Company has insurance to cover potential material losses and we believe it is not reasonably possible that such matters will have a material impact on our financial condition or results of operations. On August 20, 2019, a putative class action complaint was filed against the Company and each of the Company directors, the operating p artnership, Parent, Merger Sub, Merger OP and NHT in the United States District Court for the District of Delaware under the caption Graham v. Condor Hospitality Trust, Inc., et al. , Civil Action No. 1:19-cv-01552. A second putative class action complaint was filed on August 23, 2019 against the Company and each of the Company directors, the Operating Partnership, Parent, Merger Sub and Merger OP in the United States District Court for the District of Delaware under the caption Sabatini v. Condor Hospitality Trust, Inc., et al. , Civil Action No. 1:19-cv-01564. On August 26, 2019, a third putative class action was filed against the Company and each of the Company’s directors in the United States District Court for the Southern District of New York under the caption Raul v. Condor Hospitality Trust, Inc., et al. , Civil Action No. 1:19-cv-07968. These complaints (collectively, the “Merger Litigation”) assert claims, purportedly brought on behalf of a class of shareholders, under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9, and allege that the preliminary proxy statement filed by the Company with the SEC on Schedule 14A with respect to the special shareholders meeting for approval and adoption of the Merger Agreement contained materially incomplete and misleading disclosures relating to, in pertinent part, financial analyses performed by the Company’s financial advisor, financial projections, the sale process leading to the proposed transactions and potential financial advisor conflicts. Each of the complaints seek, among other things, injunctive relief enjoining defendants from taking steps to consummate the proposed transactions and dama ges, along with fees and costs. The defendants believe that the claims asserted in these suits are without merit and intend to defend against them vigorously. The Company filed a Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2019 (the “Definitive Proxy Statement”) and mailed to Company shareholders in connection with the solicitation of proxies for use at the special meeting of shareholders of the Company held on September 23, 2019. While the Company believes that no supplemental disclosure was required to be made to Definitive Proxy Statement under applicable law and that the claims asserted in the Merger Litigation are without merit, in order to avoid the risk of the Merger Litigation delaying or adversely affecting the Company merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company determined to voluntarily supplement the Definitive Proxy Statement on September 16, 2019. The named plaintiffs in the Merger Litigation (“Plaintiffs”) have agreed to request voluntary discontinuance of the Merger Litigation with prejudice as to Plaintiffs only, and without prejudice as to the putative class, within three business days of the closing of the transactions contemplated by the Merger Agreement. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2019 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Description of Business | Description of Business Condor Hospitality Trust, Inc. (“C ondor”), a Maryland corporation, is a self-administered real estate investment trust (“REIT”) for federal income tax purposes that specializes in the investment and ownership of high -quality select-service, limited- service, extended stay, and comp act full service hotels. As of September 30 , 2019 , the Company owned 15 hotels in eight states , including one hotel owned through an 80% interest in an unconsolidated joint venture ( the “ Atlanta JV”). References to the “Company”, “we,” “our,” and “us” herein refer to Condor Hospitality Trust, Inc., including, as the context requires, its direct and indirect subsidiaries. The Company , thro ugh its wholly owned subsidiary Condor H ospitality REIT Trust, owns a controlling interest in Condor Hospitality Limi ted Partnership (the “operating partnership”), for which we serve as general partner. The operating partnership , including its various subsidiaries , holds substantially all of the Company’s assets (with the exception of the furniture and equipment of all properties held by TRS Leasing, Inc.) and conducts all of its operations. At September 30, 2019 , the Company owned 99.5% of the common operating units (“ common units”) of the operating partnership with the remaining common units owned by other limited partners. In order for the income from our hotel property investments to constitute “rents from real properties” for purposes of the gross income tests required by the Internal Revenue Service (“IRS”) for REIT qualification, the income we earn cannot be derived from the operation of any of our hotels. Therefore, the operating partnership and its subsidiaries lease our hotel properties to the Company’s wholly owned taxable REIT subsidiary, TRS Leasing, Inc., and its wholly owned subsidiaries (the “TRS”). The TRS in turn engages third-party eligible independent contractors to manage the hotels. The operating partnership, the TRS, and their respective subsidiaries are consolidated into the Company’s financial statements. Historically, as a result of the geographic areas in which we operate, the operations of our hotels have been seasonal in nature. Generally, occupancy rates, revenue, and operating income have been greater in the second and third quarters of the calendar year than in the first and fourth quarters, with the exception of our hotels located in Florida, which experience peak demand in the first and fourth quarters annually. |
Agreement and Plan of Merger | Agreement and Plan of Merger On July 19, 2019, the Company, the operating partnership, NHT Operating Partnership, LLC (“Parent”), NHT REIT Merger Sub, LLC (“Merger Sub”) and NHT Operating Partnership II, LLC (“Merger OP,” and together with Parent and Merger Sub, the “Parent Parties”), entered into an Agreement and Plan of Merger ( as amended from time to time, the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger OP will merge with and into the operating partnership (the “Partnership Merger”), and, Merger Sub will merge with and into the Company (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, Merger OP will survive and the separate existence of the operating partnership will cease. Upon completion of the Company Merger, the Company will survive and the separate existence of Merger Sub will cease. The Mergers and the other transactions contemplated by the Merger Agreement were unanimously approved by the Company’s Board of Directors (the “Company Board”). Pursuant to the terms and conditions in the Merger Agreement, upon completion of the Company Merger, each share of the Company’s common stock (other than treasury shares and shares held by the Parent Parties, which will be cancelled and retired and will cease to exist with no considerati on being delivered in exchange therefor), par value $0.01 per share (the “Company common stock”), will be converted into the right to receive $11.10 per share in cash, and each share of 6.25% Series E Cumulative Convertible Preferred Stock (“Series E Preferred Stock”) will be converted into the right to receive $10.00 in cash, each without interest and less any applicable withholding taxes. Upon completion of the Partnership Merger, each common unit of partnership interest in the operating partnership (excluding operating partnership common units held by the general partner of the operating partnership) will be converted into the right to receive $0.21346 in cash , witho ut interest and less any applicable withholding taxes. Pursuant to the terms and cond itions of the Merger Agreement, each of the outstanding awards granted pursuant to the Company’s equity incentive plans will automatically become fully vested and all restrictions thereon will lapse, and thereafter, all Company common stock represented thereby will be considered outstanding for all purposes under the Merger Agreement and will only have the right to receive an amount equal to $11.10 in cash, without interest and less any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Company has agreed to exercise its right to acquire the remaining 20% equity interest of the Atlanta JV that it does not own, pursuant to the terms of the Atlanta JV organization al documents, with the purchase to be financed from the Company’s line of credit under its credit facility. The acquisition of the remaining 20% equity interest of the Atlanta JV is expected to occur prior to the closing of the Mergers. The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to in all material respects carry on its business in the ordinary course of business consistent with past practice, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the Mergers. The obligations of the parties to consummate the Mergers are not subject to any financing condition or the receipt of any financing by Parent, Merger Sub or Merger OP. The consummation of the Mergers is subject to certain customary closing conditions, including, among others, adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including, without limitation, the Company Merger (collectively, the “Merger Proposal”) by the affirmative vote of (1) a majority of the votes entitled to be cast by the holders of the Company common stock, and (2) the holders of 75% of the outstanding Series E preferred stock, voting as separate classes (the “Company Shareholder Approval”). A shareholders’ meeting was held on September 23, 2019 at which Company Shareholder Approval was obtained. The Merger Agreement restricts the Company’s ability to solicit other acquisition proposals (as defined in the Merger Agreement), or to provide information to or engage in discussions with third parties regardin g other acquisition proposals. Subject to certain conditions, the Company Board of Directors was permitted to change its recommendation with respect to the Merger Proposal in response to a superior proposal (as defined in the Merger Agreement) and, upon payment of a $9,540 termination fee, to terminate the Merger Agreement and enter into an agreement with respect to a superior proposal; prov ided such superior proposal occur red no later than August 18, 2019. However, no such proposal was received by that date. Upon a termination of the Merger Agreement, under certain circumstances, the Company will be required to pay a termination fee to Parent of $9,540 . In certain other circumstances, Parent will be required to pay the Company a termination fee of $11,925 upon termination of the Merger Agreement. If the Company notifies Parent that it is prepared to close and all conditions to Parent’s obligations to close are met, then Parent, at its option, may extend the closing time for a 30-day period (or such shorter period so as not to extend beyond December 31, 2019), provided, that no Parent Party is then in breach of the Merger A greement in any material respect. Parent may exercise an extension up to three times during the term of the Merger Agreement. During the term of the Merger Agreement, the Company may not pay cash dividends to holders of the Company common stock or the Series E Preferred Stock, except the Company is permitted to declare and pay a dividend to shareholders during the month in which an extension option for the closing of the transactions contemplated by the Merge r Agreement is exercised by Parent, subject to limitations as set forth in the Merger Agreement and the disclosure schedule delivered therewith that sets forth a limitation on the amount of any such dividends, and is based on available prior month adjusted funds from operations as calculated pursuant to the Merger Agreement . The holders of the Series E Preferred Stock have agreed to waive accrual of any unpaid dividends between signing and closing. On September 13, 2019, the Company and the other parties to the Merger Agreement entered into Amendment No. 1 (the “Amendment”) to the Merger Agreement. In connection with the execution of the Debt Commitment Letter (defined below), Key (defined below) requested that customary provisions be added to the Merger Agreement regarding remedies of the Company against Key. Pursuant to Section 8.1 of the Merg er Agreement, the Company, the operating p artnership and the Parent Parties previously agreed that they would execute an amendment to add these customary provisions to the Merger Agreement in connection with the securing of committed financing. Other than as expressly modified by the Amendment, the Merger Agreement remains in full force and effect as originally executed. On September 13, 2019, pursuant to Section 5.22 of the Merger Agreement, Parent delivered to the Company a commitment letter executed by KeyBank National Association (“Key”), together with all schedules and exhibits thereto (as modified, amended or supplemented from time to time, the “Debt Commitment Letter”), pursuant to which Key has committed t o provide an approximately $181,260 senior secured term loan facility, on the terms and subject to the conditions set forth in the Debt Commitment Letter, for the purpose of funding a portion of the merger consideration and the obligations of the Parent Parties set forth in the Merger Agreement. The Debt Commitment Letter is customary in form and substance, and does not include any condition that is a “diligence out.” Accordingly, the amount set forth in the equity commitment letter delivered by Parent in connection with the Merger Agreement (the “Equity Commitment Letter”) wa s automatically an d irrevocably reduced from $308,200 to $126,940 . Key’s obligation to provide the debt financing under the Debt Commitment Letter is subject to customary conditions, including the following: · the concurrent cl osing of the Mergers in accordance in all material respects with the Merger Agreement; · the negotiation, execution and delivery of definitive documentation with respect to the debt financing consistent with the terms of the Debt Commitment Letter and which contain other provisions customary for this type of financing transaction; · the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since September 13, 2019; · the funding of the equity commitment pursuant to , and on the conditions set forth in, the Equity Commitment Letter; and · all actions or documents necessary to establish that Key will have a perfected first-priority lien and security interest (subject to liens permitted under the loan documents) in the collateral granted by Parent and under the credit facility, including, without limitation, repayment of any existing indebtedness secured by the collateral, shall have been taken or executed and delivered. The commitment of Key under the Debt Commitment Letter expires on November 15, 2019 , and may be extended to January 8, 2020 , subject to Parent continuing to satisfy all conditions contained in the Debt Commitment Letter and payment of a fee equal to 0.15% of the commitment amount. |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company, as well as the accounts of the operating partnership and its subsidiaries and our wholly owned TRS and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. We evaluate each of our investments and contractual relationships to determine whether they meet the guidelines for consolidation. Entities are consolidated if the determination is made that we are the primary beneficiary in a variable interest entity (“VIE ”) or we maintain control of the asset through our voting interest or other rights in the operation of the entity. The Company has c oncluded that our operating partnership meets the criteria to be considered a VIE of which the Company is the primary beneficiary and, accordingly, the Company consolidates the operating partnership . The Company’s sole significant asset is its investment in the operating partnership , and consequently, substantially all of the Company’s assets and liabilities represent thos e assets and liabilities of the operating partnership . All of the Company ’s debt is an obligation of the operating partnership . The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the general instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated financial statements for the periods presented. Interim results are not necessarily indicative of full-year performance for t he year ending December 31, 2019 or any future period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . |
Estimates, Risks and Uncertainties | Estimates, Risks, and Uncertainties The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as revenue and expenses recognized during the reporting period. Actual results could differ from those estimates. Because the state of the economy and the real estate market can significantly impact hotel operating performance and the estimated fair value of our assets, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change. |
Investment In Hotel Properties | Investment in Hotel Properties At the time of acquisition, the Company allocates the purchase price of assets to asset classes based on the fair value of the acquired real estate, furniture, fixtures, and equipment, and intangible assets, if any, and the fair value of liabilities assumed, including debt. Acquisition date fair values are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers including discounted cash flows and capitalization rates. Effective January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2017-01, Clarifying the Definition of a Business . As such, if substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of the purchase price of the acquired hotel properties. This guidance is applied prospectively. We concluded that all hotel acquisitions completed in 2018 were the acquisition of assets and as such acquisition costs were capitalized as part of these transactions (see Note 3). The Company’s investments in hotel properties are recorded at cost and are depreciated using the straight-line method over an estimated useful life of 15 to 40 years for buildings and improvements and 3 to 12 years for furniture and equipment. Renovations and/or replacements that improve or extend the life of the hotel properties are capitalized and depreciated over their useful lives. Repairs and maintenance are expensed as incurred. The initial fees incurred to enter into the franchise agreements are capitalized and amortized over the life of the franchise agreements using the straight-line method. Amortization expense is included in depreciation and amortization in the consolidated statements of operations. On an ongoing basis, the Company reviews the carrying value of each held for use hotel to determine if certain circumstances, known as triggering events, exist indicating impairment to the carrying value of the hotel or that depreciation periods should be modified. These triggering events include a significant change in the cash flows of or a significant adverse change in the business climate for a hotel. If facts or circumstances support the possibility of impairment, the Company will prepare an estimate of the undiscounted future cash flows, without interest charges, of the specific hotel and determine if the investment in such hotel is recoverable based on these undiscounted future cash flows. If the investment is not recoverable based on this analysis, an impairment charge will be taken, if necessary, to reduce the carrying value of the hotel to the hotel’s estimated fair value. |
Investment in Joint Venture | Investment in Joint Venture If it is determined that we do not have a controlling interest in a joint venture, either through our financial interest in a VIE or through our voting interest in a voting interest entity (“VOE”) and we have the ability to provide significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the affiliate as they occur, with losses limited to the extent of our investment in, advances to, and commitments to the investee. Pursuant to our Atlanta JV agreement, allocations of the profits and losses of our Atlanta JV may be allocated disproportionately to nominal ownership percentages due to specified preferred return rate thresholds. Distributions received from a joint venture are classified in the consolidated statements of cash flows using the cumulative distributions approach. Distributions are classified as cash inflows from operating activities unless cumulative distributions, including those from prior periods not designated as a return of investment, exceed cumulative recognized equity in earnings of the joint venture. Excess distributions are classified as cash inflows from investing activities as a return of investment. On an annual basis or at interim periods if events and circumstances indicate that the investment may be impaired, the Company reviews the carrying value of its investment in unconsolidated joint venture to determine if circumstances indicate impairment to the carrying value of the investment that is other than temporary. The investment is considered impaired if its estimated fair value is less than the carrying amount of the investment and that impairment is other than temporary. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations A hotel is considered held for sale (a) when a contract for sale is entered into, a substantial, nonrefundable deposit has been committed by the purchaser, and sale is expected to occur within one year, or (b) if management has committed to and is actively engaged in a plan to sell the property, the property is available for sale in its current condition, and it is probable the sale will be completed within one year. If a hotel is considered held for sale as of the most recent balance sheet presented or was sold prior to that balance sheet date, the hotel property and the debt it collateralizes are shown as held for sale in all periods presented. Depreciation of our hotels is discontinued at the time they are considered held for sale. Only disposals representing a strategic shift in operations that have a major effect on an entity’s operations and financial results are presented as discontinued operations. None of the dispositions completed in 2018 or 2019 to date have met this definition, and we anticipate that most of our hotel dispositions will not be classified as discontinued operations as most will not fit this definition. At the end of each reporting period, if the fair value of a held for sale property less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. Impairment losses on held for sale properties may be subsequently recovered up to the amount of the cumulative impairment losses taken while the property is held for sale should future revisions to fair value estimates be required. If active marketing ceases or the property no longer meets the criteria to be classified as held for sale, the property is reclassified to held for use and measured at the lower of its (a) carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for use, or (b) its fair value at the date of the decision not to sell. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents includes cash and highly liquid investments with original maturities of three months or less when acquired, and are carried at costs which approximates fair value. Restricted cash consists of cash held in escrow for the replacement of furniture and fixtures or for real estate taxes and property insurance as required under certain loan agreements. |
Revenue Recognition | Revenue Recognition Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer's hotel stay at the daily contract rate. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the contract rate at the point in time or over the time period that goods or services are provided to the customer and the related performance obligations are fulfilled. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses . Sales, use, occupancy, and similar taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue in the consolidated statements of operations. Hotel operating revenues can be disaggregated into the following categories to demonstrate how economic factors affect the nature, amount, timing, and uncerta inty of revenue and cash flows: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Rooms $ 13,798 $ 14,710 $ 44,413 $ 47,598 Food and beverages 318 352 1,073 1,138 Other 550 400 1,260 1,239 Total revenue $ 14,666 $ 15,462 $ 46,746 $ 49,975 |
Income Taxes | Income Taxes The Company qualifies and intends to continue to qualify as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”), as amended. In general, under such Code provisions, an entity which has made the required election and, in the taxable year, meets certain requirements and distributes to its shareholders at least 90% of its REIT taxable income, will not be subject to federal income tax to the extent of the income currently distributed to shareholders. A REIT will incur a 100% tax on the net gain derived from any sale or other disposition of property that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. We do not believe any of our hotels were held primarily for sale in the ordinary course of our trade or business. However, if the IRS would successfully assert that we held such hotels primarily for sale in the ordinary course of our business, the gain from such sales could be subject to a 100% prohibited transaction tax. Taxable income from non-REIT activities managed through the TRS is subject to federal, state, and local income taxes. We account for the federal income taxes of our TRS using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets and liabilities of the TRS and their respective tax bases and for operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on the consideration of available evidence, including tax planning strategies and projections for future taxable income over the periods in which the remaining deferred tax assets are deductible. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not (defined as a likelihood of more than 50% ) that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are utilized to determine the value of certain liabilities and equity instruments , to perform impairment assessments, to account for hotel acquisitions, in the valuation of stock-based compensation, a nd for disclosure purposes. Fair value measurements are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Directly or indirectly observable inputs other than quoted prices included in Level 1. Level 2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. Level 3: Unobservable inputs for which there is little or no market data, which require a reporting entity to develop its own assumptions. Our estimates of fair value are determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or valuation techniques may have a material effect on estimated fair value measurements. We classify assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. With the exception of fixed rate debt (see Note 8 ) and other financial instruments carried at fair value, the carrying amounts of the Company’s financial instruments approximates their fair values due to their short-term nature or variable market-based interest rates. |
Fair Value Option | Fair Value Option Under U.S. GAAP, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument by instrument basis, with changes in fair value reported in net earnings. This option was elected for the treatment of the Company’s convertible debt entered in to on March 16, 2016 (see Note 7 ). |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective. The standard was effective for the Company on January 1, 2018 and was adopted on that date using the modified retrospective transition method. Due to the short-term nature of the Company’s revenue streams, the adoption of this standard had no impact on the Company’s revenue or net income, and therefore, no adjustment was recorded to the Company’s opening accumulated deficit. The adoption of this standard resulted in additional disclosures. Furthermore, for real estate sales to third parties, primarily a result of disposition of real estate in exchange for cash with few contingencies, the standard did not impact the recognition of our accounting for these sales. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Payment , which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. This guidance is effective for the Company for years beginning after December 15, 2017. The Company has adopted ASU 2016-15 for the year beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which clarifies how companies should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires companies to show the changes in the total of cash, cash equivalents, and restricted cash equivalents in the statement of cash flows. This guidance is effective for the Company for years beginning after December 15, 2017, including interim periods within those years. The Company has adopted ASU 2016-18 for the year beginning on January 1, 2018. The adoption of ASU No. 2016-18 changed the presentation of the consolidated statements of cash flows for the Company to include changes to cash and cash equivalents and restricted cash for all periods presented. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or business combinations. As a result of the standard, we anticipate that the majority of our hotel purchases will be considered asset purchases as opposed to business combinations and as such the related acquisition costs will be capitalized. However, the determination will be made on a transaction-by-transaction basis. This standard is applied on a prospective basis and, therefore, it does not affect the accounting for any of our previous transactions. This standard was effective for annual periods beginning after December 15, 2017, although early adoption is permitted. The Company has adopted ASU 2017-01 for the year beginning on January 1, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which superseded most existing lease guidance in U.S. GAAP. ASU 2016-02 requires, among other changes to the lease accounting guidance, lessees to recognize most leases on-balance sheet via a right of use asset and lease liability and additional qualitative and quantitative disclosures. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new leases standard, and ASU 2018-11, Leases (Topic 842): Targeted Improvements , to give companies another option for transition and to provide lessors with a practical expedient to reduce the cost and complexity of implementing the new standard. The transition option allows companies to not apply the new leases standard in the comparative periods they present in their financial statements in the year of adoption. The Company adopted this standard on January 1, 2019. The Company elected the practical expedients allowed under the guidance and retained the original lease classification and historical accounting for initial direct costs for leases existing prior to the adoption date. The Company also elected not to restate prior periods for the impact of the adoption of the new standard. The adoption of this standard has resulted in the recognition of right-of-use assets and related liabilities to account for the Company's future obligations under the operating leases for which the Company is the lessee. See Notes 2 and 15 to the accompanying consolidated financial statements for additional disclosures related to the adoption of this standard. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Disaggregation of Operating Revenues | Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Rooms $ 13,798 $ 14,710 $ 44,413 $ 47,598 Food and beverages 318 352 1,073 1,138 Other 550 400 1,260 1,239 Total revenue $ 14,666 $ 15,462 $ 46,746 $ 49,975 |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Hotel Properties [Abstract] | |
Schedule of Investment in Hotel Properties | As of September 30, 2019 December 31, 2018 Total Held for sale Held for use Total Land $ 20,201 $ 2,304 $ 20,200 $ 22,504 Buildings, improvements, vehicle 206,950 4,462 206,821 211,283 Furniture and equipment 21,721 719 20,554 21,273 Initial franchise fees 1,784 25 1,784 1,809 Construction-in-progress 65 7 323 330 Right of use asset 221 - - - Investment in hotel properties 250,942 7,517 249,682 257,199 Less accumulated depreciation (26,566) (3,425) (19,504) (22,929) Investment in hotel properties, net $ 224,376 $ 4,092 $ 230,178 $ 234,270 |
Acquisition of Hotel Properti_2
Acquisition of Hotel Properties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Acquisition of Hotel Properties [Abstract] | |
Schedule of Purchase Price Allocation | During the nine months ended September 30, 2018, the Company acquired two wholly owned hotel properties, each of which was acquired in the first quarter of 2018. The allocation of the purchase price based on fair value was as follows: Date of acquisition Land Buildings, improvements, and vehicle Furniture and equipment Intangible asset Total purchase price & acquisition costs (1) Debt at acquisition (2) Issuance of common units (3) Net cash paid TownePlace Suites 01/18/2018 $ 1,435 $ 16,459 $ 1,729 $ 190 $ 19,813 $ 19,813 $ - $ - Austin, TX Home2 Suites 02/21/2018 998 13,485 1,854 53 16,390 14,818 50 1,522 Summerville, SC Total $ 2,433 $ 29,944 $ 3,583 $ 243 $ 36,203 $ 34,631 $ 50 $ 1,522 (1) Contractual purchase price of $19,750 and $16,325 for Austin TownePla ce S uites and Summerville Hom e 2 Suites, respectively. (2) All debt was drawn from the $150,000 secured revolving credit facility (the “credit facility”) at acquisition . (3) Total issuance of 259,685 common units. Common units may be redeemed at a rate of one common share for 52 common units (see Note 11). |
Schedule of Pro Forma Results | Nine months ended September 30, 2018 Total revenue $ 50,618 Operating income $ 6,601 Net earnings attributable to common shareholders $ 6,091 Net earnings per share - Basic $ 0.51 Net earnings per share - Diluted $ 0.51 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Unconsolidated Joint Venture [Abstract] | |
Schedule of Financial Position of Unconsolidated Joint Ventures | As of September 30, 2019 December 31, 2018 Investment in hotel properties, net $ 45,916 $ 46,933 Cash and cash equivalents 426 913 Restricted cash, property escrows 0 366 Accounts receivable, prepaid expenses, and other assets 469 294 Total Assets $ 46,811 $ 48,506 Accounts payable, accrued expenses, and other liabilities $ 1,105 $ 1,375 Land option liability 6,190 6,190 Long-term debt, net of deferred financing costs 33,705 33,608 Total Liabilities 41,000 41,173 Condor equity 4,649 5,866 TWC equity 1,162 1,467 Total Equity 5,811 7,333 Total Liabilities and Equity $ 46,811 $ 48,506 |
Summary of Results of Operations of Unconsolidated Joint Ventures | Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Revenue Room rentals and other hotel services $ 3,057 $ 3,106 $ 10,115 $ 9,484 Operating Expenses Hotel and property operations 1,943 2,097 6,020 6,110 Depreciation and amortization 374 362 1,119 1,083 Total operating expenses 2,317 2,459 7,139 7,193 Operating income 740 647 2,976 2,291 Net loss on disposition of assets (2) (19) (2) (36) Net loss on derivative - - (1) - Interest expense (671) (679) (2,057) (1,941) Loss on extinguishment of debt (172) - (172) - Net earnings (loss) $ (105) $ (51) $ 744 $ 314 Condor allocated earnings (loss) $ (84) $ (41) $ 595 $ 251 TWC allocated earnings (loss) (21) (10) 149 63 Net earnings (loss) $ (105) $ (51) $ 744 $ 314 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Long-Term Debt [Abstract] | |
Summary of Long Term Debt | Lender Balance at September 30, 2019 Interest rate at September 30, 2019 Maturity Amortization provision Properties encumbered at September 30, 2019 Balance at December 31, 2018 Fixed rate debt Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18 $ 8,684 4.54% 08/2024 25 years 1 $ 8,817 Great Western Bank (1) 13,380 4.33% 12/2021 (5) 25 years 1 13,615 Great Western Bank (1) 1,027 4.33% 12/2021 (5) 7 years - 1,171 Total fixed rate debt 23,091 23,603 Variable rate debt Wells Fargo 25,723 4.49% (2) 11/2022 (6) 30 years 3 26,048 KeyBank credit facility (3) 86,845 4.55% (4) 10/2020 (7) Interest only 9 89,487 Total variable rate debt 112,568 14 115,535 Total long-term debt $ 135,659 $ 139,138 Less: Deferred financing costs (1,642) (2,208) Total long-term debt, net of deferred financing costs 134,017 136,930 Less: Long-term debt related to hotel properties held for sale, net of deferred financing costs of $0 and $18 - (1,120) Long-term debt related to hotel properties held for use, net of deferred financing costs of $1,642 and $2,190 $ 134,017 $ 135,810 (1) Both loans are collateralized by Aloft Leawood. (2) Variable rate of 30-day LIBOR plus 2.39% , effectively fixed at 4.44% after giving effect to interest rate swap (see Note 8). (3) $150,000 credit facility that includes an accordion feature that would allow the credit facility to be increased to $400,000 with additional lender commitments. Available borrowing capacity under the credit facility is based on a borrowing base formula for the pool of hotel properties securing the facility. Total unused availability under this credit facility was $9,020 at September 30 , 201 9 . The commitment fee on unused facility is 0.20%. (4) Borrowings under the facility accrue interest based on a leverage-based pricing grid, at the Company’s option, at either LIBOR plus a spread ranging from 2.25% to 3.00% (depending on leverage) or a base rate plus a spread ranging from 1.25% to 2.00% (depending on leverage) . 30-day LIBOR for $30,000 notional capped at 3.35% after giving effect to market rate cap (see Note 8). (5) Term may be extended for additional two years subject to interest rate adjustments. (6) Two one -year extension options subject to the satisfaction of certain conditions. (7) The maturity of the credit facility was extended to October 1, 2020 on May 3 , 2019. Two extension options , extending the maturity of the credit facility to March 1, 2021 and March 1, 2022 , are available subject to certain conditions including the completion of specific capital achievements. |
Aggregate Annual Principal Payments on Debt | Total Remainder of 2019 $ 299 2020 88,076 2021 14,344 2022 24,886 2023 214 Thereafter 7,840 Total $ 135,659 |
Convertible Debt at Fair Value
Convertible Debt at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Convertible Debt at Fair Value [Abstract] | |
Difference Between Fair Value and Unpaid Principal Balance of Note | Fair value as of September 30, 2019 Unpaid principal balance as of September 30, 2019 Fair value carrying amount over/(under) unpaid principal 6.25% Convertible Debt $ 1,199 $ 1,012 $ 187 |
Fair Value Measurements and D_2
Fair Value Measurements and Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements and Derivative Instruments [Abstract] | |
Schedule of Interest Rate Swaps and Caps | Associated debt Type Terms Effective Date Maturity Date Notional amount at September 30, 2019 Notional amount at December 31, 2018 Wells Fargo Swap Swaps 30-day LIBOR for fixed rate of 2.053% 11/2017 11/2022 $ 25,723 (1) $ 26,048 (1) Credit facility Cap Caps 30-day LIBOR at 2.50% 03/2017 03/2019 $ Not applicable $ 50,000 Credit facility Cap Caps 30-day LIBOR at 3.35% 4/1/2019 10/2020 $ 30,000 $ Not applicable (1) Notional amount amortizes consistently with the principal amortization of the associated loan. |
Schedule of Fair Value Assets and (Liabilities) Carried at Fair Value and Measured on Recurring Basis | Fair value at September 30, 2019 Level 1 Level 2 Level 3 Interest rate derivatives $ (498) $ - $ (498) $ - Series E Preferred embedded redemption option 428 - - 428 Convertible debt (1,199) - - (1,199) Total $ (1,269) $ - $ (498) $ (771) Fair value at December 31, 2018 Level 1 Level 2 Level 3 Interest rate derivatives $ 350 $ - $ 350 $ - Series E Preferred embedded redemption option 289 - - 289 Convertible debt (1,000) - - (1,000) Total $ (361) $ - $ 350 $ (711) |
Reconciliation of Items Measured at Fair Value on a Recurring Basis | Three months ended September 30, 2019 2018 Series E Preferred embedded redemption option Convertible debt Total Series E Preferred embedded redemption option Convertible debt Total Fair value, beginning of period $ 398 $ (1,072) $ (674) $ 266 $ (1,050) $ (784) Net gains (losses) recognized in earnings 30 (127) (97) (16) 1 (15) Fair value, end of period $ 428 $ (1,199) $ (771) $ 250 $ (1,049) $ (799) Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period $ 30 $ (127) $ (97) $ (16) $ 1 $ (15) Nine months ended September 30, 2019 2018 Series E Preferred embedded redemption option Convertible debt Total Series E Preferred embedded redemption option Convertible debt Total Fair value, beginning of period $ 289 $ (1,000) $ (711) $ 314 $ (1,069) $ (755) Net gains (losses) recognized in earnings 139 (199) (60) (64) 20 (44) Fair value, end of period $ 428 $ (1,199) $ (771) $ 250 $ (1,049) $ (799) Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period $ 139 $ (199) $ (60) $ (64) $ 20 $ (44) |
Schedule of Carrying Value and Estimated Fair Value of Long-Term Debt | Carrying value as of Estimated fair value as of September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 Held for use $ 134,017 $ 135,810 $ 134,404 $ 134,773 Held for sale - 1,120 - 1,120 Total $ 134,017 $ 136,930 $ 134,404 $ 135,893 |
Schedule of Impairment and Recovery of Previously Recorded Impairment | Nine months ended September 30, 2018 Number of hotels Impairment recovery Sold hotels: Impairment recovery 1 $ 93 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation [Abstract] | |
Summary of Service Condition Unvested Share Activity | For the nine months ended September 30, 2019 2018 Shares Weighted-average grant date fair value Shares Weighted-average grant date fair value Unvested at December 31 76,500 $ 10.48 95,832 $ 10.54 Granted 20,701 $ 8.33 22,215 $ 10.26 Vested (45,001) $ 9.89 (25,540) $ 10.59 Forfeited (1,407) $ 9.23 (11,644) $ 10.33 Unvested at September 30 50,793 $ 10.16 80,863 $ 10.48 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings per Common Share | Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator: Basic Net earnings (loss) attributable to common shareholders $ (2,123) $ 2,513 $ (3,660) $ 5,896 Less: Allocation to participating securities - (17) (28) (52) Net earnings (loss) attributable to common shareholders, net of amount allocated to participating securities $ (2,123) $ 2,496 $ (3,688) $ 5,844 Numerator: Diluted Net earnings (loss) attributable to common shareholders, net of amount allocated to participating securities $ (2,123) $ 2,496 $ (3,688) $ 5,844 Interest and fair value adjustment on Convertible Debt - 15 - 28 Total Diluted $ (2,123) $ 2,511 $ (3,688) $ 5,872 Denominator Weighted average number of common shares - Basic 11,862,204 11,800,908 11,842,746 11,776,591 Performance Based Share Awards - - - 5,714 Convertible Debt - 97,269 - 97,269 Weighted average number of common shares - Diluted 11,862,204 11,898,177 11,842,746 11,879,574 Earnings per Share Basic Earnings (Loss) per Share $ (0.18) $ 0.21 $ (0.31) $ 0.50 Diluted Earnings (Loss) per Share $ (0.18) $ 0.21 $ (0.31) $ 0.49 |
Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings per Share | Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Unvested restricted stock 52,847 82,865 67,149 91,398 Warrants - Employees (2) - - - 14,781 Series E Preferred Stock 668,111 668,111 668,111 668,111 Convertible debt 97,269 - 97,269 - Operating partnership common units (1) 57,740 91,496 59,190 91,210 Total potentially dilutive securities excluded from the denominator 875,967 842,472 891,719 865,500 (1) Common units of the operating partnership have been omitted from the denominator for the purpose of computing diluted EPS since the effect of including these amounts in the numerator and denominator would have no impact on calculated EPS. (2) Amounts above are weighted average amounts outstanding for the periods presented. These instruments were no longer outstanding at September 30, 2019 . |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies [Abstract] | |
Maturity of Operating Lease Liabilities | Maturity of lease liabilities Year ended December 31, Remainder of 2019 $ 24 2020 91 2021 81 2022 20 2023 4 Thereafter 30 Total lease payments $ 250 Less: Imputed interest (25) Present value of lease liabilities $ 225 |
Schedule of Future Minimum Lease Payments prior to Adoption of ASC 842 | Lease rents 2019 $ 138 2020 61 2021 47 2022 - 2023 - $ 246 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Narrative) (Details) | Sep. 13, 2019USD ($) | Aug. 09, 2019USD ($) | Jul. 19, 2019USD ($)$ / sharesitem | May 03, 2019 | Sep. 30, 2019property$ / sharesstate | Dec. 31, 2018$ / shares |
Common stock, par value | $ 0.01 | $ 0.01 | ||||
Percentage of remaining equity interest being acquired | 20.00% | |||||
Termination fee | $ | $ 9,540,000 | |||||
Number of hotels | property | 15 | |||||
Number of states the entity owns hotels | state | 8 | |||||
Equity Commitment Letter [Member] | ||||||
Debt issued | $ | $ 126,940,000 | $ 308,200,000 | ||||
Building And Improvements [Member] | Minimum [Member] | ||||||
Estimated useful life | 15 years | |||||
Building And Improvements [Member] | Maximum [Member] | ||||||
Estimated useful life | 40 years | |||||
Furniture And Equipment [Member] | Minimum [Member] | ||||||
Estimated useful life | 3 years | |||||
Furniture And Equipment [Member] | Maximum [Member] | ||||||
Estimated useful life | 12 years | |||||
KeyBank Credit Facility [Member] | ||||||
Maturity | Oct. 1, 2020 | Oct. 31, 2020 | ||||
Commitment fee | 0.20% | |||||
KeyBank Credit Facility [Member] | Letter of Commitment [Member] | ||||||
Debt issued | $ | $ 181,260,000 | |||||
Maturity | Nov. 15, 2019 | |||||
Extension maturity | Jan. 8, 2020 | |||||
Commitment fee | 0.15% | |||||
Atlanta Joint Venture [Member] | ||||||
Number of hotels | property | 1 | |||||
Ownership percentage | 80.00% | |||||
Atlanta Joint Venture [Member] | KeyBank Credit Facility [Member] | ||||||
Debt issued | $ | $ 34,080,000 | |||||
Maturity | Feb. 9, 2020 | |||||
Condor Hospitality Limited Partnership [Member] | ||||||
Ownership percentage | 99.50% | 99.50% | ||||
Series E Preferred Stock [Member] | ||||||
Preferred stock, annual dividend rate | 6.25% | 6.25% | ||||
Company Merger Consideration [Member] | ||||||
Common stock, par value | $ 0.01 | |||||
Number of closing extensions allowed | item | 3 | |||||
Company Merger Consideration [Member] | Treasury Shares and Shares Held by Parent Parties [Member] | ||||||
Right value per share, amount in cash without interest | $ 0 | |||||
Company Merger Consideration [Member] | Series E Preferred Stock [Member] | ||||||
Right value per share, amount in cash without interest | 10 | |||||
Company Merger Consideration [Member] | Common Units [Member] | ||||||
Right value per share, amount in cash without interest | $ 0.21346 | |||||
Company Shareholder Approval [Member] | Series E Preferred Stock [Member] | Minimum [Member] | ||||||
Percentage of affirmative votes required for merger | 75.00% | |||||
Common Stock [Member] | Company Merger Consideration [Member] | ||||||
Right value per share, amount in cash without interest | $ 11.10 | |||||
Parent [Member] | ||||||
Termination fee | $ | $ 11,925,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Disaggregation of Operating Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 14,666 | $ 15,462 | $ 46,746 | $ 49,975 |
Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,798 | 14,710 | 44,413 | 47,598 |
Food and Beverages [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 318 | 352 | 1,073 | 1,138 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 550 | $ 400 | $ 1,260 | $ 1,239 |
Investment In Hotel Propertie_2
Investment In Hotel Properties (Narrative) (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Investment in Hotel Properties [Abstract] | |
Weighted average rate | 5.20% |
Weighted average remaining life | 3 years 10 months 24 days |
Right-of-use asset | $ 221 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | cdor:RealEstateInvestmentPropertyHeldForUseNet |
Lease liability | $ 225 |
Investment in Hotel Propertie_3
Investment in Hotel Properties (Schedule of Investment in Hotel Properties) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Investment in hotel properties, Held for sale | $ 7,517 | |
Less accumulated depreciation, Held For Sale | (3,425) | |
Investment in hotel properties, net, Held For Sale | 4,092 | |
Investment in hotel properties, Held For Use | 249,682 | |
Less accumulated depreciation, Held For Use | (19,504) | |
Investments in hotel properties, net, Held For Use | $ 224,376 | 230,178 |
Investment in hotel properties | 250,942 | 257,199 |
Less accumulated depreciation | (26,566) | (22,929) |
Investment in hotel properties, net, Total | 224,376 | 234,270 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment in hotel properties, Held for sale | 2,304 | |
Investment in hotel properties, Held For Use | 20,200 | |
Investment in hotel properties | 20,201 | 22,504 |
Building, Improvements, Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment in hotel properties, Held for sale | 4,462 | |
Investment in hotel properties, Held For Use | 206,821 | |
Investment in hotel properties | 206,950 | 211,283 |
Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment in hotel properties, Held for sale | 719 | |
Investment in hotel properties, Held For Use | 20,554 | |
Investment in hotel properties | 21,721 | 21,273 |
Initial Franchise Fees [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment in hotel properties, Held for sale | 25 | |
Investment in hotel properties, Held For Use | 1,784 | |
Investment in hotel properties | 1,784 | 1,809 |
Right-of-use Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment in hotel properties | 221 | |
Construction-In-Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment in hotel properties, Held for sale | 7 | |
Investment in hotel properties, Held For Use | 323 | |
Investment in hotel properties | $ 65 | $ 330 |
Acquisition of Hotel Properti_3
Acquisition of Hotel Properties (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($)property | |
Business Acquisition [Line Items] | ||||
Number of wholly owned properties acquired | property | 2 | |||
Revenue | $ 14,666 | $ 15,462 | $ 46,746 | $ 49,975 |
Operating income | $ (1,978) | 2,658 | $ (3,226) | 6,330 |
Wholly Owned Properties Acquired [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 1,761 | 5,335 | ||
Operating income | $ 253 | $ 1,420 |
Acquisition of Hotel Properti_4
Acquisition of Hotel Properties (Schedule of Purchase Price Allocation) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | ||
Land | $ 2,433,000 | |
Buildings, improvements, and vehicle | 29,944,000 | |
Furniture and equipment | 3,583,000 | |
Intangible asset | 243,000 | |
Total purchase price & acquisition costs | 36,203,000 | |
Debt at acquisition | 34,631,000 | |
Net cash paid | $ 1,522,000 | |
TownePlace Suites [Member] | Austin, Texas [Member] | ||
Business Acquisition [Line Items] | ||
Date of acquisition | Jan. 18, 2018 | |
Land | $ 1,435,000 | |
Buildings, improvements, and vehicle | 16,459,000 | |
Furniture and equipment | 1,729,000 | |
Intangible asset | 190,000 | |
Total purchase price & acquisition costs | 19,813,000 | |
Debt at acquisition | 19,813,000 | |
Purchase price | $ 19,750,000 | |
Home2 Suites [Member] | Summerville, South Carolina [Member] | ||
Business Acquisition [Line Items] | ||
Date of acquisition | Feb. 21, 2018 | |
Land | $ 998,000 | |
Buildings, improvements, and vehicle | 13,485,000 | |
Furniture and equipment | 1,854,000 | |
Intangible asset | 53,000 | |
Total purchase price & acquisition costs | 16,390,000 | |
Debt at acquisition | 14,818,000 | |
Net cash paid | 1,522,000 | |
Purchase price | 16,325,000 | |
Condor Hospitality Limited Partnership [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common units | $ 50,000 | |
Common units issued | 259,685 | |
Common units redemption to common stock | 1.923% | |
Condor Hospitality Limited Partnership [Member] | Home2 Suites [Member] | Summerville, South Carolina [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common units | $ 50,000 | |
Condor Hospitality Limited Partnership [Member] | Noncontrolling Interest [Member] | ||
Business Acquisition [Line Items] | ||
Common units redemption to common stock | 1.923% | |
KeyBank Credit Facility [Member] | ||
Business Acquisition [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | $ 150,000,000 |
Acquisition of Hotel Properti_5
Acquisition of Hotel Properties (Schedule of Pro Forma Results) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)$ / shares | |
Acquisition of Hotel Properties [Abstract] | |
Total revenue | $ 50,618 |
Operating income | 6,601 |
Net earnings attributable to common shareholders | $ 6,091 |
Net earnings per share - Basic | $ / shares | $ 0.51 |
Net earnings per share - Diluted | $ / shares | $ 0.51 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Venture (Narrative) (Details) | Aug. 09, 2019USD ($) | May 03, 2019 | Aug. 22, 2016USD ($) | Sep. 30, 2019USD ($)entity | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)entityitem | Sep. 30, 2018USD ($) | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||||||||
Management fees incurred | $ 438,000 | $ 454,000 | $ 1,384,000 | $ 1,473,000 | ||||
KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Number of loan extensions | item | 2 | |||||||
Variable rate, interest rate | 4.55% | |||||||
Maturity date of debt | Oct. 1, 2020 | Oct. 31, 2020 | ||||||
Spring Street Hotel Property II LLC [Member] | Three Wall Capital LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity interest percentage | 20.00% | 20.00% | ||||||
Spring Street Hotel OpCo II LLC [Member] | Three Wall Capital LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity interest percentage | 20.00% | 20.00% | ||||||
Atlanta Joint Venture [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 80.00% | |||||||
Number of companies comprised in joint venture | entity | 2 | 2 | ||||||
Management fees incurred | $ 91,000 | 92,000 | $ 303,000 | 283,000 | ||||
Cash distribution received | $ 960,000 | $ 400,000 | $ 1,813,000 | $ 1,360,000 | ||||
Atlanta Joint Venture [Member] | Condor Hospitality Trust, Inc. [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Preferred return on capital contributions | 10.00% | |||||||
Buy-sell rights | 3 years | |||||||
Atlanta Joint Venture [Member] | Three Wall Capital LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity interest percentage | 20.00% | 20.00% | ||||||
Preferred return on capital contributions | 10.00% | |||||||
Buy-sell rights | 5 years | |||||||
Atlanta Joint Venture [Member] | KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Variable rate, interest rate | 4.29% | |||||||
Debt issued | $ 34,080,000 | |||||||
Maturity date of debt | Feb. 9, 2020 | |||||||
Atlanta Joint Venture [Member] | Minimum [Member] | Condor Hospitality Trust, Inc. [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Purchase option period | 3 years | |||||||
Atlanta Joint Venture [Member] | Maximum [Member] | Condor Hospitality Trust, Inc. [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Purchase option period | 5 years | |||||||
Condor Hospitality Limited Partnership [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 99.50% | 99.50% | ||||||
Condor Hospitality Limited Partnership [Member] | Spring Street Hotel Property II LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 80.00% | |||||||
TRS Leasing, Inc [Member] | Spring Street Hotel OpCo II LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage | 80.00% | |||||||
LIBOR [Member] | Minimum [Member] | KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread | 2.25% | |||||||
LIBOR [Member] | Maximum [Member] | KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread | 3.00% | |||||||
LIBOR [Member] | Atlanta Joint Venture [Member] | KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread | 2.25% | |||||||
Base Rate [Member] | Minimum [Member] | KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread | 1.25% | |||||||
Base Rate [Member] | Maximum [Member] | KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread | 2.00% | |||||||
Base Rate [Member] | Atlanta Joint Venture [Member] | KeyBank Credit Facility [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread | 1.25% | |||||||
Atlanta, Georgia [Member] | Aloft Hotel [Member] | Atlanta Joint Venture [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Purchase price | $ 43,550,000 | |||||||
Atlanta, Georgia [Member] | Aloft Hotel [Member] | Atlanta Joint Venture [Member] | Term Loan [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt originated at acquisition | $ 33,750,000 | |||||||
Loan term | 24 months | |||||||
Number of loan extensions | item | 3 | |||||||
Extension period | 12 months |
Investment in Unconsolidated _4
Investment in Unconsolidated Joint Venture (Schedule of Financial Position of Unconsolidated Joint Ventures) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Investment in Unconsolidated Joint Venture [Abstract] | ||
Investment in hotel properties, net | $ 45,916 | $ 46,933 |
Cash and cash equivalents | 426 | 913 |
Restricted cash, property escrows | 0 | 366 |
Accounts receivable, prepaid expenses, and other assets | 469 | 294 |
Total Assets | 46,811 | 48,506 |
Accounts payable, accrued expenses, and other liabilities | 1,105 | 1,375 |
Land option liability | 6,190 | 6,190 |
Long-term debt, net of deferred financing costs | 33,705 | 33,608 |
Total Liabilities | 41,000 | 41,173 |
Condor equity | 4,649 | 5,866 |
TWC equity | 1,162 | 1,467 |
Total Equity | 5,811 | 7,333 |
Total Liabilities and Equity | $ 46,811 | $ 48,506 |
Investment in Unconsolidated _5
Investment in Unconsolidated Joint Venture (Summary of Results of Operations of Unconsolidated Joint Ventures) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Room rentals and other hotel services | $ 3,057 | $ 3,106 | $ 10,115 | $ 9,484 |
Hotel and property operations | 1,943 | 2,097 | 6,020 | 6,110 |
Depreciation and amortization | 374 | 362 | 1,119 | 1,083 |
Total operating expenses | 2,317 | 2,459 | 7,139 | 7,193 |
Operating income | 740 | 647 | 2,976 | 2,291 |
Net loss on disposition of assets | (2) | (19) | (2) | (36) |
Net loss on derivative | (1) | |||
Interest expense | (671) | (679) | (2,057) | (1,941) |
Loss on extinguishment of debt | (172) | (172) | ||
Net earnings (loss) | (105) | (51) | 744 | 314 |
Condor Hospitality Trust, Inc. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Allocated earnings (loss) | (84) | (41) | 595 | 251 |
Three Wall Capital LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Allocated earnings (loss) | $ (21) | $ (10) | $ 149 | $ 63 |
Dispositions of Hotel Propert_2
Dispositions of Hotel Properties (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019property | Sep. 30, 2018USD ($)property | Mar. 31, 2018USD ($)property | Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($)property | Dec. 31, 2018property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of hotels | 15 | 15 | ||||
Number of properties sold | 0 | 1 | 1 | 4 | ||
Net gain on sale of properties | $ | $ 62 | $ 5,706 | ||||
Held For Sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of hotels | 0 | 0 | 1 | |||
Continuing Operations [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net gain on sale of properties | $ | $ 3,722 | |||||
Impairment Recovery [Member] | Sold [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of impaired properties | 1 | 1 | ||||
Impairment recovery, Sold hotels | $ | $ 93 | $ 93 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |
Debt to be repaid upon sale of related properties, term | 1 year |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Fixed charge coverage ratio | 1.50 |
Tangible net worth | $ 55 |
Percentage of net offering proceeds added to tangible net worth | 80.00% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 60.00% |
Leverage ratio after extension option | 6.25 |
Secured leverage ratio | 40.00% |
Unhedged variable rate debt | 25.00% |
Distributions, percentage of funds available allowed | 95.00% |
Long-Term Debt (Summary of Long
Long-Term Debt (Summary of Long Term Debt) (Details) | May 03, 2019 | Sep. 30, 2019USD ($)propertyitem | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Total fixed rate debt | $ 23,091,000 | $ 23,603,000 | ||
Total variable rate debt | 112,568,000 | 115,535,000 | ||
Total long-term debt | 135,659,000 | 139,138,000 | ||
Less: Deferred financing costs | (1,642,000) | (2,208,000) | ||
Total long-term debt, net of deferred financing costs | 134,017,000 | 136,930,000 | ||
Less: Long-term debt related to hotel properties held for sale, net of deferred financing costs of $0 and $18 | (1,120,000) | |||
Long-term debt related to hotel properties held for use, net of deferred financing costs of $1,642 and $2,190 | $ 134,017,000 | 135,810,000 | ||
Number of hotels | property | 15 | |||
Deferred finance costs, assets held-for-sale | $ 0 | 18,000 | ||
Deferred financing costs | $ 1,642,000 | 2,190,000 | ||
Encumbered Wholly Owned Properties [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of hotels | property | 14 | |||
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total fixed rate debt | $ 8,684,000 | 8,817,000 | ||
Fixed rate, interest rate | 4.54% | |||
Maturity | Aug. 31, 2024 | |||
Amortization provision | 25 years | |||
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18 [Member] | Encumbered Wholly Owned Properties [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of hotels | property | 1 | |||
Great Western Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Total fixed rate debt | $ 13,380,000 | 13,615,000 | ||
Fixed rate, interest rate | 4.33% | |||
Maturity | Dec. 31, 2021 | |||
Amortization provision | 25 years | |||
Extension period | 2 years | |||
Great Western Bank [Member] | Encumbered Wholly Owned Properties [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of hotels | property | 1 | |||
Great Western Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Total fixed rate debt | $ 1,027,000 | 1,171,000 | ||
Fixed rate, interest rate | 4.33% | |||
Maturity | Dec. 31, 2021 | |||
Amortization provision | 7 years | |||
Extension period | 2 years | |||
Wells Fargo [Member] | ||||
Debt Instrument [Line Items] | ||||
Total variable rate debt | $ 25,723,000 | 26,048,000 | ||
Fixed rate, interest rate | 4.44% | |||
Variable rate, interest rate | 4.49% | |||
Maturity | Nov. 30, 2022 | |||
Amortization provision | 30 years | |||
Extension period | 1 year | |||
Number of loan extensions | item | 2 | |||
Wells Fargo [Member] | Encumbered Wholly Owned Properties [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of hotels | property | 3 | |||
Wells Fargo [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.39% | |||
Reference rate | 30-day LIBOR | |||
KeyBank Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total variable rate debt | $ 86,845,000 | $ 89,487,000 | ||
Variable rate, interest rate | 4.55% | |||
Maturity | Oct. 1, 2020 | Oct. 31, 2020 | ||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | $ 150,000,000 | ||
Line of credit facility, accordion feature | 400,000,000 | |||
Available borrowing capacity | $ 9,020,000 | |||
Commitment fee | 0.20% | |||
Number of loan extensions | item | 2 | |||
KeyBank Credit Facility [Member] | Extension Option 1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity | Mar. 1, 2021 | |||
KeyBank Credit Facility [Member] | Extension Option 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity | Mar. 1, 2022 | |||
KeyBank Credit Facility [Member] | Encumbered Wholly Owned Properties [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of hotels | property | 9 | |||
KeyBank Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.25% | |||
KeyBank Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.00% | |||
KeyBank Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 1.25% | |||
KeyBank Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.00% |
Long-Term Debt (Aggregate Annua
Long-Term Debt (Aggregate Annual Principal Payments on Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Long-Term Debt [Abstract] | ||
Remainder of 2019 | $ 299 | |
2020 | 88,076 | |
2021 | 14,344 | |
2022 | 24,886 | |
2023 | 214 | |
Thereafter | 7,840 | |
Total long-term debt | $ 135,659 | $ 139,138 |
Convertible Debt at Fair Valu_2
Convertible Debt at Fair Value (Narrative) (Details) - USD ($) | Mar. 16, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | |||||
Gain (loss) on derivatives and convertible debt | $ (223,000) | $ 116,000 | $ (916,000) | $ 719,000 | |
6.25% Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.25% | 6.25% | 6.25% | ||
Principal amount | $ 1,012,000 | ||||
Number of shares of common stock debt can convert into | 97,269 | ||||
Maximum ownership percentage of voting stock upon debt conversion | 49.00% | ||||
Gain (loss) on derivatives and convertible debt | $ (127,000) | $ 1,000 | $ (199,000) | $ 20,000 |
Convertible Debt at Fair Valu_3
Convertible Debt at Fair Value (Difference Between Fair Value and Unpaid Principal Balance of Note) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Mar. 16, 2016 |
Debt Instrument [Line Items] | |||
Fair value | $ 1,199 | $ 1,000 | |
6.25% Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.25% | 6.25% | |
Fair value | $ 1,199 | ||
Unpaid principal balance | 1,012 | ||
Fair value carrying amount over/(under) unpaid principal | $ 187 |
Fair Value Measurements and D_3
Fair Value Measurements and Derivative Instruments (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 01, 2017 | |
Fair Value Measurements And Derivative Instruments [Line Items] | |||||
Fair value, assets, transfers Level 1 to Level 2 | $ 0 | $ 0 | $ 0 | $ 0 | |
Fair value, assets, transfers Level 2 to Level 1 | 0 | 0 | 0 | 0 | |
Fair value, liabilities, transfers Level 1 to Level 2 | 0 | 0 | 0 | 0 | |
Fair value, liabilities, transfers Level 2 to Level 3 | 0 | 0 | 0 | 0 | |
Fair value, assets and liabilities, transfers into/(out of) Level 3 | 0 | 0 | 0 | 0 | |
Interest Rate Derivatives [Member] | |||||
Fair Value Measurements And Derivative Instruments [Line Items] | |||||
Net gain (loss) on interest rate instruments | $ (96,000) | $ 115,000 | $ (717,000) | $ 699,000 | |
Redemption Rights [Member] | Series E Preferred Stock [Member] | |||||
Fair Value Measurements And Derivative Instruments [Line Items] | |||||
Number of shares called by redemption | 490,250 |
Fair Value Measurements and D_4
Fair Value Measurements and Derivative Instruments (Schedule of Interest Rate Swaps and Caps) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Wells Fargo [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Effective date | Nov. 1, 2017 | |
Maturity date | Nov. 30, 2022 | |
Notional amount | $ 25,723 | $ 26,048 |
KeyBank Credit Facility [Member] | Interest Rate Cap 2.50% [Member] | ||
Derivative [Line Items] | ||
Effective date | Mar. 1, 2017 | |
Maturity date | Mar. 1, 2019 | |
Notional amount | $ 50,000 | |
KeyBank Credit Facility [Member] | Interest Rate Cap 3.35% [Member] | ||
Derivative [Line Items] | ||
Effective date | Apr. 1, 2019 | |
Maturity date | Oct. 1, 2020 | |
Notional amount | $ 30,000 | |
LIBOR [Member] | Wells Fargo [Member] | ||
Derivative [Line Items] | ||
Reference rate | 30-day LIBOR | |
Basis spread | 2.39% | |
LIBOR [Member] | KeyBank Credit Facility [Member] | Interest Rate Cap 2.50% [Member] | ||
Derivative [Line Items] | ||
Reference rate | 30-day LIBOR | |
Basis spread | 2.50% | |
LIBOR [Member] | KeyBank Credit Facility [Member] | Interest Rate Cap 3.35% [Member] | ||
Derivative [Line Items] | ||
Reference rate | 30-day LIBOR | |
Basis spread | 3.35% | |
Federal Funds Effective Swap Rate [Member] | Wells Fargo [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Reference rate | 30-day LIBOR | |
Basis spread | 2.053% |
Fair Value Measurements and D_5
Fair Value Measurements and Derivative Instruments (Schedule of Fair Value Assets and (Liabilities) Carried at Fair Value and Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative asset | $ 428 | $ 639 |
Convertible debt | (1,199) | (1,000) |
Total | (1,269) | (361) |
Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | (498) | 350 |
Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Convertible debt | (1,199) | (1,000) |
Total | (771) | (711) |
Interest Rate Derivatives [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative asset | (498) | 350 |
Interest Rate Derivatives [Member] | Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative asset | (498) | 350 |
Series E Preferred Embedded Redemption Option [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative asset | 428 | 289 |
Series E Preferred Embedded Redemption Option [Member] | Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative asset | $ 428 | $ 289 |
Fair Value Measurements and D_6
Fair Value Measurements and Derivative Instruments (Reconciliation of Items Measured at Fair Value on a Recurring Basis) (Details) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, beginning of period | $ (674) | $ (784) | $ (711) | $ (755) |
Net gains (losses) recognized in earnings | (97) | (15) | (60) | (44) |
Fair value, end of period | (771) | (799) | (771) | (799) |
Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period | (97) | (15) | (60) | (44) |
Series E Preferred Embedded Redemption Option [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, beginning of period | 398 | 266 | 289 | 314 |
Net gains (losses) recognized in earnings | 30 | (16) | 139 | (64) |
Fair value, end of period | 428 | 250 | 428 | 250 |
Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period | 30 | (16) | 139 | (64) |
Convertible Debt [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, beginning of period | (1,072) | (1,050) | (1,000) | (1,069) |
Net gains (losses) recognized in earnings | (127) | 1 | (199) | 20 |
Fair value, end of period | (1,199) | (1,049) | (1,199) | (1,049) |
Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period | $ (127) | $ 1 | $ (199) | $ 20 |
Fair Value Measurements and D_7
Fair Value Measurements and Derivative Instruments (Schedule of Carrying Value and Estimated Fair Value of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 134,017 | $ 136,930 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 134,404 | 135,893 |
Held For Use [Member] | Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 134,017 | 135,810 |
Held For Use [Member] | Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 134,404 | 134,773 |
Held For Sale [Member] | Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | 1,120 | |
Held For Sale [Member] | Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 1,120 |
Fair Value Measurements and D_8
Fair Value Measurements and Derivative Instruments (Schedule of Impairment and Recovery of Previously Recorded Impairment) (Details) - Sold [Member] - Impairment Recovery [Member] $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018USD ($)property | Sep. 30, 2018USD ($)property | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Number of hotels | property | 1 | 1 |
Impairment recovery, Sold hotels | $ | $ 93 | $ 93 |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 24 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 20, 2017 | |
Class of Stock [Line Items] | ||||||
Redemption of common units, shares | 1,765 | |||||
Proceeds from common stock issued | $ 260 | |||||
ATM Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued, price per share | $ 10.40 | $ 10.40 | ||||
Issuance of common stock, shares | 0 | 0 | 0 | 28,474 | ||
Proceeds from common stock issued | $ 296 | |||||
Net proceeds from common stock issue | $ 260 | |||||
ATM Program, Since Inception [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued, price per share | $ 10.18 | $ 10.18 | $ 10.18 | |||
Issuance of common stock, shares | 197,478 | |||||
Proceeds from common stock issued | $ 2,011 | |||||
Net proceeds from common stock issue | $ 1,879 | |||||
Maximum [Member] | ATM Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Equity distribution agreement, aggregate price of shares available for sale | $ 50,000 | |||||
Minimum [Member] | ATM Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Public float required to sell shares of common stock | $ 75,000 |
Preferred Stock (Series E Redee
Preferred Stock (Series E Redeemable Convertible Preferred Stock) (Narrative) (Details) - Series E Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2017 | |
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 925,000 | 925,000 | |
Preferred stock, annual dividend rate | 6.25% | 6.25% | |
Preferred stock, dividend rate increase resulting from failure to pay dividend, with equity offerings | 9.50% | ||
Preferred stock, face value | $ 10 | ||
Redeemable preferred stock, liquidation preference per share | $ 10 | ||
Preferred stock, percentage of conversion price at which preferred stock automatically converts to common stock | 120.00% | ||
Preferred stock, trading days for preferred stock automatically converting to common stock | 60 days | ||
Number of shares redeemable by company when market price is within defined range | 490,250 | ||
Preferred stock, percentage of liquidation value at which holders can sell | 130.00% | ||
Threshold of originally issued preferred stock shares outstanding required for approval of certain transactions by preferred shareholders | 434,750 | ||
Threshold of originally issued preferred stock shares outstanding required for approval of certain transactions by preferred shareholders, percent | 47.00% | ||
Percentage of approval required for certain transactions by preferred shareholders | 75.00% | ||
Threshold of amount of related party transactions for approval by preferred shareholders | $ 120 | ||
Threshold of maximum percentage of shares grantable before shareholder approval required | 9.90% | ||
Preferred stock, value | $ 10,050 | $ 10,050 | $ 9,900 |
On Or After February 28,2019 [Member] | |||
Class of Stock [Line Items] | |||
Conversion price per share | $ 13.845 | ||
Minimum [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, percentage of liquidation value at which company can redeem preferred stock | 110.00% | ||
Maximum [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, percentage of liquidation value at which company can redeem preferred stock | 130.00% | ||
Level 3 [Member] | Redemption Rights [Member] | |||
Class of Stock [Line Items] | |||
Assets fair value | $ 150 |
Noncontrolling Interest in th_2
Noncontrolling Interest in the Operating Partnership (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Redemption value | $ 623 | $ 623 | $ 435 | ||
Redemption of common units, shares | 1,765 | ||||
Condor Hospitality Limited Partnership [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Ownership percentage of operating partnership | 99.50% | 99.50% | |||
Common units redemption to common stock | 1.923% | ||||
Common Units [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Redemption value | $ 42 | $ 160 | $ 42 | $ 160 | |
Common units redeemed | 91,729 | 800,000 | 259,685 | 800,000 | |
Noncontrolling Interest [Member] | Condor Hospitality Limited Partnership [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common units outstanding | 2,929,710 | 2,929,710 | 3,281,124 | ||
Redemption value | $ 623 | $ 623 | $ 435 | ||
Common units redemption to common stock | 1.923% |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | May 17, 2018shares | Jun. 28, 2017$ / sharesshares | Mar. 17, 2015$ / shares | Mar. 11, 2015$ / sharesshares | Sep. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Mar. 02, 2015$ / sharesitemshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share awards granted | 20,701 | 22,215 | |||||||||
Vested in period | 45,001 | 25,540 | |||||||||
Unrecognized compensation cost | $ | $ 612 | $ 612 | |||||||||
Unrecognized compensation cost recognition period | 2 years 7 months 6 days | ||||||||||
Stock-based compensation | $ | $ 141 | $ 247 | $ 901 | $ 912 | |||||||
2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized | 761,538 | 761,538 | |||||||||
Number of additional shares authorized | 300,000 | ||||||||||
Shares available for issuance | 552,588 | 552,588 | |||||||||
Shares issued to independent directors | 3,976 | 2,418 | 12,078 | 8,430 | |||||||
Employees and Officers [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Members of the Board of Directors [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
Market Based Share Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost | $ | $ 1,380 | $ 1,380 | |||||||||
Market Based Share Awards [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration date | Mar. 31, 2022 | ||||||||||
Market based share award, potential shares earned and issued | 36,692 | ||||||||||
Market price target increments | $ / shares | $ 1 | ||||||||||
Trading period used to determine award price | 60 days | ||||||||||
Market Based Share Awards [Member] | Minimum [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Market price target | $ / shares | $ 11 | ||||||||||
Market Based Share Awards [Member] | Maximum [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Market price target | $ / shares | $ 18 | ||||||||||
Performance Based Share Awards [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration date | Dec. 31, 2021 | ||||||||||
Unrecognized compensation cost | $ | $ 147 | ||||||||||
Additional shares earned per percentage if actual FFO exceeds budgeted FFO | 391 | ||||||||||
Percentage increment required to earn additional shares | 2.00% | ||||||||||
Grant date fair value, assumed percentage of budgeted FFO | 100.00% | ||||||||||
Performance Based Share Awards [Member] | Minimum [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Required percentage of budgeted FFO to achieve performance award | 85.00% | ||||||||||
Potential shares earned and issued if operating results are obtained | 11,741 | ||||||||||
Performance Based Share Awards [Member] | Maximum [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Required percentage of budgeted FFO to achieve performance award | 101.00% | ||||||||||
Potential shares earned and issued if operating results are obtained | 19,569 | ||||||||||
Additional shares earned per percentage if actual FFO exceeds budgeted FFO | 3,910 | ||||||||||
Performance Based Share Awards [Member] | Executive Officer [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share awards granted | 13,778 | ||||||||||
Grant date fair value | $ | $ 122 | $ 212 | |||||||||
Vested in period | 2,550 | 21,133 | |||||||||
Vested in period, fair value | $ | $ 22 | ||||||||||
Warrants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares called by warrant | 101,213 | ||||||||||
Common stock warrants, exercise price | $ / shares | $ 12.48 | $ 9.88 | $ 9.88 | ||||||||
Expiration period | 3 years | ||||||||||
Shares purchased with warrants | 35,060 | ||||||||||
Warrants [Member] | Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Units earned, increments | 33.33% | ||||||||||
Warrants [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Units earned, increments | 50.00% | ||||||||||
Warrants [Member] | Executive Officer [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of officers granted share awards | item | 1 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Service Condition Unvested Share Activity) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Stock-Based Compensation [Abstract] | ||
Shares: Unvested at December 31, | 76,500 | 95,832 |
Shares: Granted | 20,701 | 22,215 |
Shares: Vested | (45,001) | (25,540) |
Shares: Forfeited | (1,407) | (11,644) |
Shares: Unvested at September 30, | 50,793 | 80,863 |
Weighted-average grant date fair value: Unvested at December 31, | $ 10.48 | $ 10.54 |
Weighted-average grant date fair value: Granted | 8.33 | 10.26 |
Weighted-average grant date fair value: Vested | 9.89 | 10.59 |
Weighted-average grant date fair value: Forfeited | 9.23 | 10.33 |
Weighted-average grant date fair value: Unvested at September 30, | $ 10.16 | $ 10.48 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Line Items] | ||||
Income tax expense (benefit) | $ 8 | $ 132 | $ 655 | $ 315 |
TRS Leasing, Inc [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income tax expense (benefit) | 8 | $ 132 | $ 655 | $ 315 |
Combined federal and state effective tax rate | 26.00% | |||
Net operating loss carryforward for federal income tax purposes | $ 3,290 | $ 3,290 | ||
TRS Leasing, Inc [Member] | Minimum [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Loss carryforwards expiration period | Jan. 1, 2027 | |||
TRS Leasing, Inc [Member] | Maximum [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Loss carryforwards expiration period | Dec. 31, 2034 |
Earnings per Share (Reconciliat
Earnings per Share (Reconciliation of Basic and Diluted Earnings per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: Basic | ||||
Net earnings (loss) attributable to common shareholders | $ (2,123) | $ 2,513 | $ (3,660) | $ 5,896 |
Less: Allocation to participating securities | (17) | (28) | (52) | |
Net earnings (loss) attributable to common shareholders, net of amount allocated to participating securities | (2,123) | 2,496 | (3,688) | 5,844 |
Numerator: Diluted | ||||
Interest and fair value adjustment on Convertible Debt | 15 | 28 | ||
Total Diluted | $ (2,123) | $ 2,511 | $ (3,688) | $ 5,872 |
Denominator | ||||
Weighted average number of common shares - Basic | 11,862,204 | 11,800,908 | 11,842,746 | 11,776,591 |
Performance Based Share Awards | 5,714 | |||
Convertible Debt | 97,269 | 97,269 | ||
Weighted average number of common shares - Diluted | 11,862,204 | 11,898,177 | 11,842,746 | 11,879,574 |
Earnings per Share | ||||
Basic Earnings (Loss) per Share | $ (0.18) | $ 0.21 | $ (0.31) | $ 0.50 |
Diluted Earnings (Loss) per Share | $ (0.18) | $ 0.21 | $ (0.31) | $ 0.49 |
Earnings per Share (Schedule of
Earnings per Share (Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings per Share) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from the denominator | 875,967 | 842,472 | 891,719 | 865,500 |
Unvested Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from the denominator | 52,847 | 82,865 | 67,149 | 91,398 |
Warrants - Employees [Member} | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from the denominator | 14,781 | |||
Series E Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from the denominator | 668,111 | 668,111 | 668,111 | 668,111 |
Convertible Debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from the denominator | 97,269 | 97,269 | ||
Condor Hospitality Limited Partnership [Member] | Partnership Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities excluded from the denominator | 57,740 | 91,496 | 59,190 | 91,210 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)agreementproperty | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2016agreement | |
Loss Contingencies [Line Items] | ||||||
Management fees incurred | $ 438 | $ 454 | $ 1,384 | $ 1,473 | ||
Incentive management fee | 63 | 29 | $ 140 | 210 | ||
Management agreement renewal additional term | 1 year | |||||
Management agreement written notice of termination period | 90 days | |||||
Cost of goods and services sold | 9,718 | 10,148 | $ 29,266 | 31,318 | ||
Office Building [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of new leases entered into during period | agreement | 3 | |||||
Office lease expense | 39 | 43 | $ 118 | 121 | ||
Forecast [Member] | Office Building [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Office lease expense | $ 154 | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Management fee percent | 3.00% | |||||
Management agreement term | 1 year | |||||
Franchise fee percent | 3.30% | |||||
Other franchiser programs and service fee percent | 2.50% | |||||
Franchise agreement term | 10 years | |||||
Minimum [Member] | Office Building [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Lease expiration | Jan. 1, 2019 | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Management fee percent | 3.50% | |||||
Incentive fee percent | 5.00% | |||||
Management agreement term | 3 years | |||||
Franchise fee percent | 5.50% | |||||
Other franchiser programs and service fee percent | 6.00% | |||||
Franchise agreement term | 25 years | |||||
Maximum [Member] | Office Building [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Lease expiration | Dec. 31, 2021 | |||||
Land [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of land lease agreements related to properties owned | agreement | 0 | |||||
Franchise [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Cost of goods and services sold | $ 1,130 | $ 1,159 | $ 3,603 | $ 3,676 | ||
Number of hotels that dropped below required level of guest satisfaction | property | 2 |
Commitments and Contingencies_3
Commitments and Contingencies (Maturity of Operating Lease Liabilities) (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Commitments and Contingencies [Abstract] | |
Remainder of 2019 | $ 24 |
2020 | 91 |
2021 | 81 |
2022 | 20 |
2023 | 4 |
Thereafter | 30 |
Total lease payments | 250 |
Less: Imputed interest | (25) |
Present value of lease liabilities | $ 225 |
Commitments and Contingencies_4
Commitments and Contingencies (Schedule of Future Minimum Lease Payments prior to Adoption of ASC 842) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
2019 | $ 138 |
2020 | 61 |
2021 | 47 |
Total future minimum lease payments | $ 246 |