Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2020 |
Entity Registrant Name | RANGERS SUB I, LLC |
Entity Address, Address Description | 3 Bethesda Metro Center, Suite 1000 |
Entity Address, City or Town | Bethesda, |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 20814 |
City Area Code | 301 |
Local Phone Number | 280-7777 |
Title of 12(b) Security | Not applicable (1) |
No Trading Symbol Flag | |
Security Exchange Name | |
Entity Central Index Key | 0001715629 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Rangers Sub I, LLC | |
Document Information [Line Items] | |
Entity File Number | 333-220497 |
Entity Incorporation, State or Country Code | MD |
Entity Tax Identification Number | 30-1001580 |
Entity Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
FelCor Lodging LP | |
Document Information [Line Items] | |
Entity File Number | 333-39595-01 |
Entity Registrant Name | FELCOR LODGING LIMITED PARTNERSHIP |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 75-2544994 |
Entity Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Central Index Key | 0001048789 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Investment in hotel properties, net | $ 1,912,564 | $ 1,946,826 |
Restricted cash reserves | 6,100 | 4,100 |
Liabilities and Equity | ||
Debt, net | 707,834 | 713,727 |
Rangers Sub I, LLC | ||
Assets | ||
Investment in hotel properties, net | 1,912,564 | 1,946,826 |
Investment in unconsolidated joint ventures | 7,056 | 15,171 |
Cash and cash equivalents | 64,740 | 19,572 |
Restricted cash reserves | 6,072 | 4,147 |
Related party rent receivable | 0 | 49,181 |
Advance to Lessee - related party | 506 | 0 |
Lease right-of-use assets | 77,361 | 80,635 |
Prepaid expense and other assets | 4,840 | 7,543 |
Total assets | 2,073,139 | 2,123,075 |
Liabilities and Equity | ||
Debt, net | 707,834 | 713,727 |
Related party debt | 85,000 | 85,000 |
Accounts payable and other liabilities | 37,705 | 32,676 |
Lease liabilities | 46,994 | 48,200 |
Related party rent payable | 2,855 | 0 |
Accrued interest | 9,586 | 2,463 |
Accrued Interest, Related Party | 119 | 190 |
Total liabilities | 890,093 | 882,256 |
Commitments and Contingencies (Note 9) | ||
Member's equity: | ||
Member's equity | 1,159,674 | 1,119,913 |
Retained earnings | 3,287 | 99,996 |
Total member's equity | 1,162,961 | 1,219,909 |
Noncontrolling interest: | ||
Noncontrolling interest in consolidated joint ventures | 8,338 | 8,588 |
Noncontrolling interest in FelCor LP | 11,747 | 12,322 |
Total noncontrolling interest | 20,085 | 20,910 |
Total equity | 1,183,046 | 1,240,819 |
Total liabilities and equity | 2,073,139 | 2,123,075 |
FelCor Lodging LP | ||
Assets | ||
Investment in hotel properties, net | 1,912,564 | 1,946,826 |
Investment in unconsolidated joint ventures | 7,056 | 15,171 |
Cash and cash equivalents | 64,740 | 19,572 |
Restricted cash reserves | 6,072 | 4,147 |
Related party rent receivable | 0 | 49,181 |
Advance to Lessee - related party | 506 | 0 |
Lease right-of-use assets | 77,361 | 80,635 |
Prepaid expense and other assets | 4,840 | 7,543 |
Total assets | 2,073,139 | 2,123,075 |
Liabilities and Equity | ||
Debt, net | 707,834 | 713,727 |
Related party debt | 85,000 | 85,000 |
Accounts payable and other liabilities | 37,705 | 32,676 |
Lease liabilities | 46,994 | 48,200 |
Related party rent payable | 2,855 | 0 |
Accrued interest | 9,586 | 2,463 |
Accrued Interest, Related Party | 119 | 190 |
Total liabilities | 890,093 | 882,256 |
Commitments and Contingencies (Note 9) | ||
Member's equity: | ||
Partners’ capital | 1,171,389 | 1,131,226 |
Retained earnings | 3,319 | 101,005 |
Total member's equity | 1,174,708 | 1,232,231 |
Noncontrolling interest: | ||
Noncontrolling interest in consolidated joint ventures | 8,338 | 8,588 |
Total equity | 1,183,046 | 1,240,819 |
Total liabilities and equity | $ 2,073,139 | $ 2,123,075 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Related party lease revenue | $ 468 | $ 46,392 | $ 20,904 | $ 152,534 |
Expenses | ||||
Related party interest expense | (700) | (2,400) | ||
Equity in (loss) income from unconsolidated joint ventures | (7,806) | 30 | (8,215) | 565 |
Rangers Sub I, LLC | ||||
Revenues | ||||
Related party lease revenue | 468 | 46,392 | 20,904 | 152,534 |
Total revenues | 468 | 46,392 | 20,904 | 152,534 |
Expenses | ||||
Depreciation and amortization | 18,882 | 17,696 | 56,166 | 54,284 |
Property tax, insurance and other | 9,806 | 10,327 | 29,325 | 31,416 |
General and administrative | (1,555) | 278 | (571) | 961 |
Transaction costs | (154) | 105 | (144) | 215 |
Total operating expenses | 26,979 | 28,406 | 84,776 | 86,876 |
Other income | 0 | 8 | 1 | 59 |
Interest income | 6 | 79 | 119 | 239 |
Interest expense | (7,718) | (8,201) | (23,526) | (23,706) |
Related party interest expense | (688) | (1,138) | (2,401) | (3,475) |
Loss on sale of hotel properties, net | 0 | (91) | (42) | (21,474) |
Income (loss) before equity in income from unconsolidated joint ventures | (34,911) | 8,643 | (89,721) | 17,301 |
Equity in (loss) income from unconsolidated joint ventures | (7,806) | 30 | (8,215) | 565 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (42,717) | 8,673 | (97,936) | 17,866 |
Net loss (income) attributable to noncontrolling interests: | ||||
Noncontrolling interest in consolidated joint ventures | 99 | (82) | 250 | (78) |
Noncontrolling interest in FelCor LP | 426 | (85) | 977 | (164) |
Preferred distributions - consolidated joint venture | 0 | 0 | 0 | (186) |
Redemption of preferred equity - consolidated joint venture | 0 | 0 | 0 | (1,153) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (42,192) | 8,506 | (96,709) | 16,285 |
FelCor Lodging LP | ||||
Revenues | ||||
Related party lease revenue | 468 | 46,392 | 20,904 | 152,534 |
Total revenues | 468 | 46,392 | 20,904 | 152,534 |
Expenses | ||||
Depreciation and amortization | 18,882 | 17,696 | 56,166 | 54,284 |
Property tax, insurance and other | 9,806 | 10,327 | 29,325 | 31,416 |
General and administrative | (1,555) | 278 | (571) | 961 |
Transaction costs | (154) | 105 | (144) | 215 |
Total operating expenses | 26,979 | 28,406 | 84,776 | 86,876 |
Other income | 0 | 8 | 1 | 59 |
Interest income | 6 | 79 | 119 | 239 |
Interest expense | (7,718) | (8,201) | (23,526) | (23,706) |
Related party interest expense | (688) | (1,138) | (2,401) | (3,475) |
Loss on sale of hotel properties, net | 0 | (91) | (42) | (21,474) |
Income (loss) before equity in income from unconsolidated joint ventures | (34,911) | 8,643 | (89,721) | 17,301 |
Equity in (loss) income from unconsolidated joint ventures | (7,806) | 30 | (8,215) | 565 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (42,717) | 8,673 | (97,936) | 17,866 |
Net loss (income) attributable to noncontrolling interests: | ||||
Noncontrolling interest in consolidated joint ventures | 99 | (82) | 250 | (78) |
Preferred distributions - consolidated joint venture | 0 | 0 | 0 | (186) |
Redemption of preferred equity - consolidated joint venture | 0 | 0 | 0 | (1,153) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (42,618) | $ 8,591 | $ (97,686) | $ 16,449 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Rangers Sub I, LLC | Rangers Sub I, LLCAdditional Paid-in Capital | Rangers Sub I, LLCRetained Earnings | Rangers Sub I, LLCNoncontrolling Interest, Operating Partnerships | Rangers Sub I, LLCConsolidated Joint Ventures | Rangers Sub I, LLCPreferred Equity in a Consolidated Joint Venture | FelCor Lodging LP | FelCor Lodging LPAdditional Paid-in Capital | FelCor Lodging LPRetained Earnings | FelCor Lodging LPConsolidated Joint Ventures | FelCor Lodging LPPreferred Equity in a Consolidated Joint Venture |
Balance at Dec. 31, 2018 | $ 1,475,588 | $ 1,334,154 | $ 76,695 | $ 14,250 | $ 6,059 | $ 44,430 | $ 1,475,588 | $ 1,347,630 | $ 77,469 | $ 6,059 | $ 44,430 |
Increase (Decrease) in Owners' Equity | |||||||||||
Net income (loss) and comprehensive income (loss) | 17,866 | 16,285 | 164 | 78 | 1,339 | 17,866 | 0 | 16,449 | 78 | 1,339 | |
Contributions | 135,941 | 134,581 | 1,360 | 135,941 | 135,941 | ||||||
Distributions | (344,341) | (340,898) | (3,443) | (344,341) | (344,341) | ||||||
Preferred distributions - consolidated joint venture | (186) | (186) | (186) | (186) | |||||||
Redemption of preferred equity - consolidated joint venture | (45,583) | (45,583) | (45,583) | (45,583) | |||||||
Contributions from consolidated joint venture partners | 2,281 | 2,281 | 2,281 | 2,281 | |||||||
Balance at Sep. 30, 2019 | 1,241,566 | 1,127,837 | 92,980 | 12,331 | 8,418 | 0 | 1,241,566 | 1,139,230 | 93,918 | 8,418 | 0 |
Balance at Jun. 30, 2019 | 1,218,267 | 1,113,358 | 84,474 | 12,099 | 8,336 | 0 | 1,218,267 | 1,124,604 | 85,327 | 8,336 | 0 |
Increase (Decrease) in Owners' Equity | |||||||||||
Net income (loss) and comprehensive income (loss) | 8,673 | 8,506 | 85 | 82 | 0 | 8,673 | 0 | 8,591 | 82 | 0 | |
Contributions | 20,818 | 20,610 | 208 | 20,818 | 20,818 | ||||||
Distributions | (6,192) | (6,131) | (61) | (6,192) | (6,192) | ||||||
Balance at Sep. 30, 2019 | 1,241,566 | 1,127,837 | 92,980 | 12,331 | 8,418 | $ 0 | 1,241,566 | 1,139,230 | 93,918 | 8,418 | $ 0 |
Balance at Dec. 31, 2019 | 1,240,819 | 1,119,913 | 99,996 | 12,322 | 8,588 | 1,240,819 | 1,131,226 | 101,005 | 8,588 | ||
Increase (Decrease) in Owners' Equity | |||||||||||
Net income (loss) and comprehensive income (loss) | (97,936) | (96,709) | (977) | (250) | (97,936) | (97,686) | (250) | ||||
Contributions | 116,271 | 115,108 | 1,163 | 116,271 | 116,271 | ||||||
Distributions | (76,108) | (75,347) | (761) | (76,108) | (76,108) | ||||||
Contributions from consolidated joint venture partners | 0 | 0 | |||||||||
Balance at Sep. 30, 2020 | 1,183,046 | 1,159,674 | 3,287 | 11,747 | 8,338 | 1,183,046 | 1,171,389 | 3,319 | 8,338 | ||
Balance at Jun. 30, 2020 | 1,214,734 | 1,148,756 | 45,479 | 12,062 | 8,437 | 1,214,734 | 1,160,360 | 45,937 | 8,437 | ||
Increase (Decrease) in Owners' Equity | |||||||||||
Net income (loss) and comprehensive income (loss) | (42,717) | (42,192) | (426) | (99) | (42,717) | (42,618) | (99) | ||||
Contributions | 12,254 | 12,131 | 123 | 12,254 | 12,254 | ||||||
Distributions | (1,225) | (1,213) | (12) | (1,225) | (1,225) | ||||||
Balance at Sep. 30, 2020 | $ 1,183,046 | $ 1,159,674 | $ 3,287 | $ 11,747 | $ 8,338 | $ 1,183,046 | $ 1,171,389 | $ 3,319 | $ 8,338 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Adjustments to reconcile net (loss) income to cash flow provided by operating activities: | ||
Equity in loss (income) from unconsolidated joint ventures | $ 8,215 | $ (565) |
Rangers Sub I, LLC | ||
Cash flows from operating activities | ||
Net (loss) income | (97,936) | 17,866 |
Adjustments to reconcile net (loss) income to cash flow provided by operating activities: | ||
Loss on sale of hotel properties, net | 42 | 21,474 |
Depreciation and amortization | 56,166 | 54,284 |
Amortization of deferred financing costs | 148 | 99 |
Other amortization | (2,062) | (1,950) |
Equity in loss (income) from unconsolidated joint ventures | 8,215 | (565) |
Distributions of income from unconsolidated joint ventures | 0 | 1,295 |
Changes in assets and liabilities: | ||
Related party rent receivable | 49,181 | (54,879) |
Advance to Lessee - related party | (506) | 0 |
Prepaid expense and other assets | 2,284 | 1,383 |
Related party prepaid interest | 0 | 180 |
Related party rent payable | 2,855 | 0 |
Accounts payable and other liabilities | 6,967 | 4,723 |
Accrued interest | 7,123 | 7,125 |
Related party accrued interest | (71) | 190 |
Net cash flow provided by operating activities | 32,406 | 51,225 |
Cash flows from investing activities | ||
Proceeds from the sale of hotel properties, net | (42) | 145,159 |
Improvements and additions to hotel properties | (23,328) | (42,663) |
Contributions to unconsolidated joint ventures | (100) | (603) |
Net cash flow (used in) provided by investing activities | (23,470) | 101,893 |
Cash flows from financing activities | ||
Proceeds from borrowings | 0 | 96,000 |
Repayments of borrowings | (2,006) | (1,925) |
Contributions from members | 116,271 | 135,941 |
Distributions to members | (76,108) | (344,341) |
Payments of deferred financing costs | 0 | (990) |
Preferred distributions - consolidated joint venture | 0 | (312) |
Redemption of preferred capital - consolidated joint venture | 0 | (45,583) |
Contributions from consolidated joint venture partners | 0 | 2,281 |
Net cash flow provided by (used in) financing activities | 38,157 | (158,929) |
Net change in cash, cash equivalents, and restricted cash reserves | 47,093 | (5,811) |
Cash, cash equivalents, and restricted cash reserves, beginning of year | 23,719 | 24,562 |
Cash, cash equivalents, and restricted cash reserves, end of period | 70,812 | 18,751 |
FelCor Lodging LP | ||
Cash flows from operating activities | ||
Net (loss) income | (97,936) | 17,866 |
Adjustments to reconcile net (loss) income to cash flow provided by operating activities: | ||
Loss on sale of hotel properties, net | 42 | 21,474 |
Depreciation and amortization | 56,166 | 54,284 |
Amortization of deferred financing costs | 148 | 99 |
Other amortization | (2,062) | (1,950) |
Equity in loss (income) from unconsolidated joint ventures | 8,215 | (565) |
Distributions of income from unconsolidated joint ventures | 0 | 1,295 |
Changes in assets and liabilities: | ||
Related party rent receivable | 49,181 | (54,879) |
Advance to Lessee - related party | (506) | 0 |
Prepaid expense and other assets | 2,284 | 1,383 |
Related party prepaid interest | 0 | 180 |
Related party rent payable | 2,855 | 0 |
Accounts payable and other liabilities | 6,967 | 4,723 |
Accrued interest | 7,123 | 7,125 |
Related party accrued interest | (71) | 190 |
Net cash flow provided by operating activities | 32,406 | 51,225 |
Cash flows from investing activities | ||
Proceeds from the sale of hotel properties, net | (42) | 145,159 |
Improvements and additions to hotel properties | (23,328) | (42,663) |
Contributions to unconsolidated joint ventures | (100) | (603) |
Net cash flow (used in) provided by investing activities | (23,470) | 101,893 |
Cash flows from financing activities | ||
Proceeds from borrowings | 0 | 96,000 |
Repayments of borrowings | (2,006) | (1,925) |
Contributions from members | 116,271 | 135,941 |
Distributions to members | (76,108) | (344,341) |
Payments of deferred financing costs | 0 | (990) |
Preferred distributions - consolidated joint venture | 0 | (312) |
Redemption of preferred capital - consolidated joint venture | 0 | (45,583) |
Contributions from consolidated joint venture partners | 0 | 2,281 |
Net cash flow provided by (used in) financing activities | 38,157 | (158,929) |
Net change in cash, cash equivalents, and restricted cash reserves | 47,093 | (5,811) |
Cash, cash equivalents, and restricted cash reserves, beginning of year | 23,719 | 24,562 |
Cash, cash equivalents, and restricted cash reserves, end of period | $ 70,812 | $ 18,751 |
Investment in Hotel Properties
Investment in Hotel Properties | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties consisted of the following (in thousands): September 30, 2020 December 31, 2019 Land and improvements $ 501,392 $ 500,618 Buildings and improvements 1,476,035 1,461,525 Furniture, fixtures and equipment 141,601 135,400 2,119,028 2,097,543 Accumulated depreciation (206,464) (150,717) Investment in hotel properties, net $ 1,912,564 $ 1,946,826 For the three and nine months ended September 30, 2020, the Company recognized depreciation expense related to its investment in hotel properties of approximately $18.7 million and $55.7 million, respectively. For the three and nine months ended September 30, 2019, the Company recognized depreciation expense related to its investment in hotel properties of approximately $17.6 million and $53.9 million, respectively. |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investment in hotel properties | Investment in hotel properties consisted of the following (in thousands): September 30, 2020 December 31, 2019 Land and improvements $ 501,392 $ 500,618 Buildings and improvements 1,476,035 1,461,525 Furniture, fixtures and equipment 141,601 135,400 2,119,028 2,097,543 Accumulated depreciation (206,464) (150,717) Investment in hotel properties, net $ 1,912,564 $ 1,946,826 |
Investment in Hotel Propertie_2
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||||
Land and improvements | $ 501,392 | $ 501,392 | $ 500,618 | ||
Buildings and improvements | 1,476,035 | 1,476,035 | 1,461,525 | ||
Furniture, fixtures and equipment | 141,601 | 141,601 | 135,400 | ||
Total | 2,119,028 | 2,119,028 | 2,097,543 | ||
Accumulated depreciation | (206,464) | (206,464) | (150,717) | ||
Investment in hotel properties, net | 1,912,564 | 1,912,564 | $ 1,946,826 | ||
Real estate depreciation expense, excluding discontinued operations expense | $ 18,700 | $ 17,600 | $ 55,700 | $ 53,900 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | General Organization Rangers Sub I, LLC ("Rangers") is a Maryland limited liability company and a wholly-owned subsidiary of RLJ Lodging Trust, L.P. ("RLJ LP"). Rangers owns an indirect 99% partnership interest in FelCor Lodging Limited Partnership ("FelCor LP"). Rangers General Partner, LLC, also a wholly-owned subsidiary of RLJ LP, owns the remaining 1% partnership interest and is the sole general partner of FelCor LP. Rangers and FelCor LP are collectively referred to as the "Company." Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through FelCor LP. The Company owns primarily premium-branded, compact full-service hotels located in major markets and resort locations. As of September 30, 2020, the Company owned 28 hotel properties with approximately 8,100 rooms, located in 13 states. The Company, through wholly-owned subsidiaries, owned a 100% interest in 25 hotel properties, a 95% controlling interest in The Knickerbocker, and 50% interests in entities owning two hotel properties. The Company consolidates its real estate interests in the 26 hotel properties in which it holds a controlling financial interest, and the Company records the real estate interests in the two hotels in which it holds an indirect 50% interest using the equity method of accounting. The Company leases 27 of its 28 hotel properties to subsidiaries of RLJ LP. Liquidity and Management's Plans The Company's hotel property-owning subsidiaries (the “Lessors”) lease the hotel properties to property-operating lessees owned by TRS subsidiaries of RLJ (the “Lessees”). The Company receives related party lease revenue from these lease agreements, including percentage rent. The percentage rent amounts are calculated based on a percentage of room revenues, food and beverage revenues and other revenues at the hotel properties. In response to the near elimination of travel and hotel demand resulting from the spread of the novel strain of coronavirus (COVID-19) and the related government mandates, the Company had previously announced RLJ's suspension of operations at 13 of the Company's hotel properties. As government mandated stay-in-place restrictions were lifted, RLJ, for itself and on behalf of the Company, developed a framework to open the suspended hotel properties. RLJ had reopened eight of the Company's hotel properties as of September 30, 2020 and subsequent to the end of the quarter has reopened an additional two of the Company's hotel properties. RLJ continues to evaluate reopening the remaining three suspended hotel properties based on market conditions. The remaining suspended hotel properties are located within the central business districts of New York City and San Francisco. In the event stay-in-place restrictions are reinstated, RLJ would consider temporarily suspending hotel operations where demand is inadequate. The ongoing effects of the COVID-19 pandemic on the hotel properties' operations continue to have a material adverse impact on the Company's financial results and liquidity, and such adverse impact may continue well beyond the containment of such outbreak. Since the extent to which the COVID-19 pandemic impacts our operations will depend on future developments that are highly uncertain, the Company cannot estimate the impact on its business, financial condition or near- or longer-term financial or operational results with reasonable certainty. In addition, as a result of the COVID-19 pandemic, the Lessees negotiated for and were granted an abatement on base rent of $17.5 million for the three months ended June 30, 2020, as well as an abatement on base rent of $17.5 million for the three months ended September 30, 2020. The Lessees have received a total abatement on base rent of $35.0 million during the nine months ended September 30, 2020. The Company owes the Lessees $2.9 million for reimbursement of rent as of September 30, 2020, which is included in related party rent payable on the consolidated balance sheet. During the nine months ended September 30, 2020, RLJ LP contributed $50.0 million to the Company to ensure that the Company can service its debt and maintain its operations. In addition, given the impact on lodging demand, the Company has taken various actions to help mitigate the effects of the COVID-19 pandemic on its operating results and to preserve liquidity. Measures the Company has taken include: • Capital Investment Reduction: The Company reduced its 2020 capital expenditure program by deferring all capital investments, other than completing projects that are substantially underway and nearing completion. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The combined Annual Report on Form 10-K for the year ended December 31, 2019 of Rangers and FelCor LP contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no significant changes to the Company's significant accounting policies since December 31, 2019. Basis of Presentation and Principles of Consolidation The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive (loss) income, statements of changes in equity (partners' capital) and statements of cash flows. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2019, included in the combined Annual Report on Form 10-K of Rangers and FelCor LP filed with the SEC on February 26, 2020. The consolidated financial statements include the accounts of Rangers, FelCor LP and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interests in two joint ventures in which it holds an indirect 50% interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Given the additional and unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual results could differ from those estimates. Leases On April 10, 2020, the Financial Accounting Standards Board (the "FASB") issued a Staff Q&A to respond to some frequently asked questions about accounting for lease concessions related to the effects of the COVID-19 pandemic. Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance to those contracts. Entities may make the elections for any lessor-provided concessions related to the effects of the COVID-19 pandemic (e.g., deferrals of lease payments, cash payments made to the lessee, reduced future lease payments) as long as the concession does not result in a substantial increase in the rights of the lessor or the obligations of the lessee. As a result of the impact of the COVID-19 pandemic on the Lessees, the Company made the determination to abate base rent of $17.5 million for the three months ended June 30, 2020, as well as to abate base rent of $17.5 million for the three months ended September 30, 2020. The Lessees have received a total abatement on base rent of $35.0 million during the nine months ended September 30, 2020. The Company owes the Lessees $2.9 million for reimbursement of rent as of September 30, 2020, which is included in related party rent payable on the consolidated balance sheet. The Company has elected to not evaluate whether these rent abatements are lease modifications. The Company has elected to not apply the lease modification guidance to the rent abatements, and, as such, the Company has recognized the rent abatements as negative variable lease revenue of $17.5 million during the three months ended June 30, 2020 and $17.5 million during the three months ended September 30, 2020. The Company will continue to evaluate the impact of lease concessions and/or abatements and the appropriate accounting. Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an "incurred loss" method to an "expected loss" method. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses . The Company adopted this new standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The guidance modifies the disclosure requirements for fair value measurements by removing or modifying some of the disclosures, while also adding new disclosures. The Company adopted this new standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued at the end of 2021 because of reference rate reform. The guidance is effective immediately and expires on December 31, 2022. Based on the Company's assessment, the adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Unconsolidated Entities [Abstract] | |
Investment in Unconsolidated Entities | Investment in Unconsolidated Joint Ventures As of September 30, 2020 and December 31, 2019, the Company owned 50% interests in joint ventures that owned two hotel properties. During the three months ended September 30, 2020, one of the unconsolidated joint ventures determined the property ground lease will likely terminate no later than October 31, 2021 and the property will revert to the ground lessor at that time. As a result, the Company recorded an impairment loss of $6.5 million to write down the Company's investment in this joint venture. The impairment loss is included in equity in (loss) income from unconsolidated joint ventures in the accompanying consolidated statements of operations and comprehensive (loss) income. The Company accounts for the investments in these unconsolidated joint ventures under the equity method of accounting. The Company makes adjustments to the equity in income from unconsolidated joint ventures related to the difference between the Company's basis in the investment in the unconsolidated joint ventures as compared to the historical basis of the assets and liabilities of the joint ventures. As of September 30, 2020 and December 31, 2019, the unconsolidated entities' debt consisted entirely of non-recourse mortgage debt. The following table summarizes the components of the Company's investments in unconsolidated joint ventures (in thousands): September 30, 2020 December 31, 2019 Equity basis of the joint venture investments $ (6,585) $ (4,236) Cost of the joint venture investments in excess of the joint venture book value 13,641 19,407 Investment in unconsolidated joint ventures $ 7,056 $ 15,171 The following table summarizes the components of the Company's equity in (loss) income from unconsolidated joint ventures (in thousands): For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Operating (loss) income $ (993) $ 310 $ (843) $ 1,404 Depreciation of cost in excess of book value (280) (280) (839) (839) Impairment loss (6,533) — (6,533) — Equity in (loss) income from unconsolidated joint ventures $ (7,806) $ 30 $ (8,215) $ 565 |
Sale of Hotel Properties
Sale of Hotel Properties | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Hotel Properties | Sale of Hotel Properties During the nine months ended September 30, 2019, the Company sold two hotel properties in one transaction for a total sale price of approximately $147.4 million. In connection with this transaction, the Company recorded a $21.4 million loss on sale, which is included in loss on sale of hotel properties, net in the accompanying consolidated statement of operations and comprehensive (loss) income. The loss on sale included approximately $0.7 million in lease termination fees as a result of early termination of the TRS Leases with the Lessees at these hotel properties. The following table discloses the hotel properties that were sold during the nine months ended September 30, 2019: Hotel Property Name Location Sale Date Rooms Embassy Suites Myrtle Beach - Oceanfront Resort Myrtle Beach, SC June 27, 2019 255 Hilton Myrtle Beach Resort Myrtle Beach, SC June 27, 2019 385 Total 640 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company's debt consisted of the following (in thousands): Outstanding Borrowings at Number of Assets Encumbered Interest Rate Maturity Date September 30, 2020 December 31, 2019 Senior Notes (1)(2)(3) — 6.00% June 2025 $ 496,940 $ 500,484 Mortgage loan (4) 3 4.95% October 2022 87,410 89,299 Mortgage loan (5) 1 4.94% October 2022 28,177 28,785 Mortgage loan (1)(6) 3 1.75% April 2024 (7) 96,000 96,000 7 708,527 714,568 Deferred financing costs, net (693) (841) Debt, net $ 707,834 $ 713,727 (1) Requires payments of interest only through maturity. (2) The Senior Notes (as defined below) include $22.1 million and $25.6 million at September 30, 2020 and December 31, 2019, respectively, related to fair value adjustments that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers. (3) The Company has the option to redeem the Senior Notes at a price of 103.0% of face value. (4) Includes $1.0 million and $1.4 million at September 30, 2020 and December 31, 2019, respectively, related to fair value adjustments on the mortgage loans that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers. (5) Includes $0.3 million and $0.4 million at September 30, 2020 and December 31, 2019, respectively, related to a fair value adjustment on the mortgage loan that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers. (6) The hotels encumbered by the mortgage loan are cross-collateralized. (7) The mortgage loan provides two one year extension options. The 6.000% Senior Notes due 2025 (the "Senior Notes") are subject to a maximum unsecured leverage maintenance covenant, which is based on asset value that is calculated at historical cost. In addition, the Senior Notes are subject to various incurrence covenants that limit the ability of the Company to incur additional debt if these covenants are violated. As of September 30, 2020, the Company was in compliance with all maintenance and incurrence covenants associated with the Senior Notes. Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. During the cash trap event, the lender or servicer of the mortgage loan controls cash outflows until the loan is covenant compliant. In addition, certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. While operations at certain hotel properties securing the mortgage loans had been temporarily suspended, the business operations remained that of a hotel, not another form of business, and the hotel properties were maintained. At September 30, 2020, two mortgage loans failed to meet the DSCR threshold and were in cash trap events. The Company was in compliance with all other maintenance covenants associated with the other mortgage loan at September 30, 2020. |
Related Party Debt (Notes)
Related Party Debt (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Debt [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Party Debt In November 2018, the Company's consolidated joint venture entered into an $85.0 million related party mortgage loan with RLJ LP, which is included in related party debt in the accompanying consolidated balance sheets. The related party mortgage loan has an interest rate of LIBOR + 3.00% and a maturity date of November 9, 2023. The related party mortgage loan requires payments of interest only through maturity. The hotel property owned by the Company's consolidated joint venture is encumbered by the related party mortgage loan. During the three and nine months ended September 30, 2020, the Company recognized $0.7 million and $2.4 million of interest expense, respectively, related to its related party loan with RLJ LP. During the three and nine months ended September 30, 2019, the Company recognized $1.1 million and $3.5 million of interest expense, respectively, related to its related party loan with RLJ LP. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair Value Measurement Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The fair value hierarchy has three levels of inputs, both observable and unobservable: • Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities. • Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. • Level 3 — Inputs are unobservable and corroborated by little or no market data. Fair Value of Financial Instruments The Company used the following market assumptions and/or estimation methods: • Cash and cash equivalents, restricted cash reserves, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities. • Debt — The Senior Notes had an estimated fair value of approximately $467.8 million and $497.8 million at September 30, 2020 and December 31, 2019, respectively. The Company estimated the fair value of the Senior Notes by using publicly available trading prices, which are Level 2 inputs in the fair value hierarchy. The mortgage loans had an estimated fair value of approximately $205.4 million and $216.5 million at September 30, 2020 and December 31, 2019, respectively. The Company estimated the fair value of the mortgage loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy. The total estimated fair value of the Company's debt was $673.2 million and $714.3 million at September 30, 2020 and December 31, 2019, respectively. The total carrying value of the Company's debt was $707.8 million and $713.7 million at September 30, 2020 and December 31, 2019, respectively. • Related Party Debt — The Company's related party mortgage loan with RLJ LP had an estimated fair value of approximately $83.5 million and $86.9 million at September 30, 2020 and December 31, 2019, respectively. The Company estimated the fair value of the mortgage loan by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy. The total carrying value of the Company's related party debt was $85.0 million at both September 30, 2020 and December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases - Lessors As a lessor, the Company will receive lease revenue from the Lessees under its lease contracts. The lease contracts contain a specific base rent amount or a percentage rent amount, which is calculated based on a percentage of room revenues, food and beverage revenues, and other revenues at the hotel properties. The lease contracts will expire in 2021 (one hotel), 2022 (24 hotels) and thereafter (one hotel). As a result of the COVID-19 pandemic, the Lessees negotiated for and were granted an abatement on base rent of $17.5 million for the three months ended June 30, 2020, as well as an abatement on base rent of $17.5 million for the three months ended September 30, 2020. The Lessees have received a total abatement on base rent of $35.0 million during the nine months ended September 30, 2020. The Company has recognized the rent abatements as negative variable lease revenue of $17.5 million during the three months ended June 30, 2020 and $17.5 million during the three months ended September 30, 2020. The Company owes the Lessees $2.9 million for reimbursement of rent as of September 30, 2020, which is included in related party rent payable on the consolidated balance sheet. The lease revenue recognized during the three and nine months ended September 30, 2020 and 2019 consisted of the following: For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Lease revenue relating to lease payments (1) $ 364 $ 13,745 $ 18,568 $ 43,050 Lease revenue relating to percentage rent lease payments 104 32,647 2,336 109,484 Total related party lease revenue $ 468 $ 46,392 $ 20,904 $ 152,534 (1) Reflects the impact of base rent abatement of $17.5 million and $35.0 million for the three and nine months ended September 30, 2020, respectively. The future lease payments to the Company under the noncancelable operating leases were as follows (in thousands): September 30, 2020 2020 $ 17,475 2021 54,478 2022 51,750 2023 — 2024 — Thereafter — Total $ 123,703 Restricted Cash Reserves The Company is obligated to maintain cash reserve funds for future capital expenditures at the hotels (including the periodic replacement or refurbishment of furniture, fixtures and equipment ("FF&E")) as determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents. The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 4.0% to 5.0% of the individual hotel’s revenues and maintain the reserves in restricted cash reserve escrows. Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of September 30, 2020 and December 31, 2019, approximately $6.1 million and $4.1 million, respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes and insurance. Litigation Other than the legal proceeding mentioned below, neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows. Prior to the Mergers, an affiliate of InterContinental Hotels Group PLC ("IHG"), which previously managed three of the Company’s hotels, notified the Company that National Retirement Fund ("NRF") had assessed an employee withdrawal liability, with required quarterly payments including interest, in connection with the termination of IHG’s management of those hotels. In October 2020, the Company entered into an agreement with IHG and NRF resolving this dispute. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | Equity Rangers Ownership Interests/FelCor LP Partnership Interests As of September 30, 2020, RLJ LP owned 100% of the ownership interests and was the sole managing member of Rangers. In addition, Rangers owned, through indirect interests, 99.0% of the partnership interests in FelCor LP. Rangers consolidates FelCor LP for financial reporting purposes as a result of its controlling financial interest. Rangers General Partner, LLC's 1.0% partnership interest in FelCor LP is recognized as a noncontrolling interest in FelCor LP on the consolidated balance sheets of Rangers. Noncontrolling Interest in Consolidated Joint Ventures The Company consolidates the joint venture that owns The Knickerbocker, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interest is included in the noncontrolling interest in consolidated joint ventures on the consolidated balance sheets. |
Supplemental Information to Sta
Supplemental Information to Statements of Cash Flows | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Information to Statements of Cash Flows | Supplemental Information to the Statements of Cash FlowsThe following supplemental information to the Statements of Cash Flows is for both Rangers and FelCor LP (in thousands): For the nine months ended September 30, 2020 2019 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 64,740 $ 12,695 Restricted cash reserves 6,072 6,056 Cash, cash equivalents, and restricted cash reserves $ 70,812 $ 18,751 Interest paid $ 20,291 $ 20,518 Interest paid to a related party $ 2,472 $ 3,105 Income taxes paid $ 114 $ — Operating cash flow lease payments for operating leases $ 4,254 $ 6,332 Supplemental investing and financing transactions In conjunction with the sale of hotel properties, the Company recorded the following: Sale of hotel properties $ — $ 147,377 Transaction costs (42) (1,682) Operating prorations — (536) Proceeds from the sale of hotel properties, net $ (42) $ 145,159 Supplemental non-cash transactions Accrued capital expenditures $ 3,414 $ 3,662 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive (loss) income, statements of changes in equity (partners' capital) and statements of cash flows. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2019, included in the combined Annual Report on Form 10-K of Rangers and FelCor LP filed with the SEC on February 26, 2020. The consolidated financial statements include the accounts of Rangers, FelCor LP and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interests in two joint ventures in which it holds an indirect 50% interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Given the additional and unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual results could differ from those estimates. |
Lessor, Leases | Leases On April 10, 2020, the Financial Accounting Standards Board (the "FASB") issued a Staff Q&A to respond to some frequently asked questions about accounting for lease concessions related to the effects of the COVID-19 pandemic. Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance to those contracts. Entities may make the elections for any lessor-provided concessions related to the effects of the COVID-19 pandemic (e.g., deferrals of lease payments, cash payments made to the lessee, reduced future lease payments) as long as the concession does not result in a substantial increase in the rights of the lessor or the obligations of the lessee. As a result of the impact of the COVID-19 pandemic on the Lessees, the Company made the determination to abate base rent of $17.5 million for the three months ended June 30, 2020, as well as to abate base rent of $17.5 million for the three months ended September 30, 2020. The Lessees have received a total abatement on base rent of $35.0 million during the nine months ended September 30, 2020. The Company owes the Lessees $2.9 million for reimbursement of rent as of September 30, 2020, which is included in related party rent payable on the consolidated balance sheet. The Company has elected to not evaluate whether these rent abatements are lease modifications. The Company has elected to not apply the lease modification guidance to the rent abatements, and, as such, the Company has recognized the rent abatements as negative variable lease revenue of $17.5 million during the three months ended June 30, 2020 and $17.5 million during the three months ended September 30, 2020. The Company will continue to evaluate the impact of lease concessions and/or abatements and the appropriate accounting. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an "incurred loss" method to an "expected loss" method. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses . The Company adopted this new standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The guidance modifies the disclosure requirements for fair value measurements by removing or modifying some of the disclosures, while also adding new disclosures. The Company adopted this new standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued at the end of 2021 because of reference rate reform. The guidance is effective immediately and expires on December 31, 2022. Based on the Company's assessment, the adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Unconsolidated Entities [Abstract] | |
Schedule of Components of Investment In Unconsolidated Entities | The following table summarizes the components of the Company's investments in unconsolidated joint ventures (in thousands): September 30, 2020 December 31, 2019 Equity basis of the joint venture investments $ (6,585) $ (4,236) Cost of the joint venture investments in excess of the joint venture book value 13,641 19,407 Investment in unconsolidated joint ventures $ 7,056 $ 15,171 |
Schedule of Components of Equity In Income (Loss) from Unconsolidated Entities | The following table summarizes the components of the Company's equity in (loss) income from unconsolidated joint ventures (in thousands): For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Operating (loss) income $ (993) $ 310 $ (843) $ 1,404 Depreciation of cost in excess of book value (280) (280) (839) (839) Impairment loss (6,533) — (6,533) — Equity in (loss) income from unconsolidated joint ventures $ (7,806) $ 30 $ (8,215) $ 565 |
Sale of Hotel Properties (Table
Sale of Hotel Properties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of property disposed during period | The following table discloses the hotel properties that were sold during the nine months ended September 30, 2019: Hotel Property Name Location Sale Date Rooms Embassy Suites Myrtle Beach - Oceanfront Resort Myrtle Beach, SC June 27, 2019 255 Hilton Myrtle Beach Resort Myrtle Beach, SC June 27, 2019 385 Total 640 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consisted of the following (in thousands): Outstanding Borrowings at Number of Assets Encumbered Interest Rate Maturity Date September 30, 2020 December 31, 2019 Senior Notes (1)(2)(3) — 6.00% June 2025 $ 496,940 $ 500,484 Mortgage loan (4) 3 4.95% October 2022 87,410 89,299 Mortgage loan (5) 1 4.94% October 2022 28,177 28,785 Mortgage loan (1)(6) 3 1.75% April 2024 (7) 96,000 96,000 7 708,527 714,568 Deferred financing costs, net (693) (841) Debt, net $ 707,834 $ 713,727 (1) Requires payments of interest only through maturity. (2) The Senior Notes (as defined below) include $22.1 million and $25.6 million at September 30, 2020 and December 31, 2019, respectively, related to fair value adjustments that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers. (3) The Company has the option to redeem the Senior Notes at a price of 103.0% of face value. (4) Includes $1.0 million and $1.4 million at September 30, 2020 and December 31, 2019, respectively, related to fair value adjustments on the mortgage loans that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers. (5) Includes $0.3 million and $0.4 million at September 30, 2020 and December 31, 2019, respectively, related to a fair value adjustment on the mortgage loan that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers. (6) The hotels encumbered by the mortgage loan are cross-collateralized. (7) The mortgage loan provides two one year extension options. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease, Lease Income | The lease revenue recognized during the three and nine months ended September 30, 2020 and 2019 consisted of the following: For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Lease revenue relating to lease payments (1) $ 364 $ 13,745 $ 18,568 $ 43,050 Lease revenue relating to percentage rent lease payments 104 32,647 2,336 109,484 Total related party lease revenue $ 468 $ 46,392 $ 20,904 $ 152,534 |
Schedule of Future Minimum Rental Payments for Operating Leases | The future lease payments to the Company under the noncancelable operating leases were as follows (in thousands): September 30, 2020 2020 $ 17,475 2021 54,478 2022 51,750 2023 — 2024 — Thereafter — Total $ 123,703 |
Supplemental Information to S_2
Supplemental Information to Statements of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Information to Statements of Cash Flows | The following supplemental information to the Statements of Cash Flows is for both Rangers and FelCor LP (in thousands): For the nine months ended September 30, 2020 2019 Reconciliation of cash, cash equivalents, and restricted cash reserves Cash and cash equivalents $ 64,740 $ 12,695 Restricted cash reserves 6,072 6,056 Cash, cash equivalents, and restricted cash reserves $ 70,812 $ 18,751 Interest paid $ 20,291 $ 20,518 Interest paid to a related party $ 2,472 $ 3,105 Income taxes paid $ 114 $ — Operating cash flow lease payments for operating leases $ 4,254 $ 6,332 Supplemental investing and financing transactions In conjunction with the sale of hotel properties, the Company recorded the following: Sale of hotel properties $ — $ 147,377 Transaction costs (42) (1,682) Operating prorations — (536) Proceeds from the sale of hotel properties, net $ (42) $ 145,159 Supplemental non-cash transactions Accrued capital expenditures $ 3,414 $ 3,662 |
Organization Real Estate Proper
Organization Real Estate Properties (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)propertystatehotelroom | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)propertystatehotelroom | Nov. 05, 2020hotel | Dec. 31, 2019hotel | |
Real Estate Properties [Line Items] | |||||
Number of real estate properties | 28 | 28 | |||
Number of hotel rooms owned | room | 8,100 | 8,100 | |||
Number of states in which hotels owned by the entity are located | state | 13 | 13 | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||
Real estate properties, number of properties with operations suspended | hotel | 13 | 13 | |||
Number of hotel properties reopened | hotel | 8 | 8 | |||
Rent abatement | $ | $ 17.5 | $ 17.5 | $ 35 | ||
Wholly Owned Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | 25 | 25 | |||
Hotel property ownership interest (as a percent) | 100.00% | ||||
Consolidated Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | 26 | 26 | |||
Number of leased real estate properties | 27 | 27 | |||
Unconsolidated Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | 2 | 2 | 2 | ||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | ||
95% owned | Partially Owned Properties | |||||
Real Estate Properties [Line Items] | |||||
Hotel property ownership interest (as a percent) | 95.00% | ||||
50% owned | Partially Owned Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | 2 | 2 | |||
Hotel property ownership interest (as a percent) | 50.00% | ||||
Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Real estate properties, number of properties with operations suspended | hotel | 3 | ||||
Number of hotel properties reopened | hotel | 2 | ||||
Rangers Sub I, LLC | |||||
Real Estate Properties [Line Items] | |||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 99.00% | ||||
Rangers General Partner, LLC | |||||
Real Estate Properties [Line Items] | |||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 1.00% |
Organization Limited Liability
Organization Limited Liability Companies (LLCs) and Limited Partnerships (LPs) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Rangers Sub I, LLC | |||||
Real Estate Properties [Line Items] | |||||
Contributions | $ 50,000 | $ 12,254 | $ 20,818 | $ 116,271 | $ 135,941 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Sep. 30, 2020joint_venture |
Accounting Policies [Abstract] | |
Real estate interests, number of joint ventures | 2 |
Equity method investment, ownership percentage | 50.00% |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities - Narrative (Details) $ in Millions | 3 Months Ended | |
Sep. 30, 2020USD ($)property | Dec. 31, 2019hotel | |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 50.00% | |
Number of real estate properties | property | 28 | |
Unconsolidated Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 50.00% | 50.00% |
Impairment loss to write down joint venture | $ | $ 6.5 | |
Number of real estate properties | 2 | 2 |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities - Schedule of Components of Investment In Unconsolidated Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | $ 7,056 | $ 15,171 |
Equity basis of the joint venture investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | (6,585) | (4,236) |
Cost of the joint venture investments in excess of the joint venture book value | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | $ 13,641 | $ 19,407 |
Investment in Unconsolidated _5
Investment in Unconsolidated Entities - Schedule of Components of Equity In Income (Loss) from Unconsolidated Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity in (loss) income from unconsolidated joint ventures | $ (7,806) | $ 30 | $ (8,215) | $ 565 |
Operating (loss) income | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in (loss) income from unconsolidated joint ventures | (993) | 310 | (843) | 1,404 |
Depreciation of cost in excess of book value | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in (loss) income from unconsolidated joint ventures | (280) | (280) | (839) | (839) |
Impairment loss | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in (loss) income from unconsolidated joint ventures | $ (6,533) | $ 0 | $ (6,533) | $ 0 |
Sale of Hotel Properties - Sche
Sale of Hotel Properties - Schedule of Properties Disposed (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2019USD ($)hotel | Jun. 27, 2019hotel | |
Disposal Groups | ||
Property disposed, number of rooms | 640 | |
Embassy Suites Myrtle Beach - Oceanfront Resort | ||
Disposal Groups | ||
Property disposed, number of rooms | 255 | |
Hilton Myrtle Beach Resort | ||
Disposal Groups | ||
Property disposed, number of rooms | 385 | |
Discontinued Operations, Held-for-sale | ||
Disposal Groups | ||
Number of properties disposed during period | 2 | |
Proceeds from sale of real estate | $ | $ 147.4 | |
Loss on sale of hotel properties, net | $ | 21.4 | |
Gain (loss) on termination of lease | $ | $ 0.7 |
Debt (Details)
Debt (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2019increment | Sep. 30, 2020USD ($)assetloan | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)assetloan | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Debt | ||||||
Number of Assets Encumbered | asset | 7 | 7 | ||||
Long-term debt, gross | $ 708,527 | $ 708,527 | $ 714,568 | |||
Deferred financing costs, net | (693) | (693) | (841) | |||
Debt, net | 707,834 | 707,834 | 713,727 | |||
Interest expense | $ 7,700 | $ 8,200 | $ 23,500 | $ 23,700 | ||
Mortgage Loan in Cash Trap Event | loan | 2 | 2 | ||||
Senior Unsecured Notes | ||||||
Debt | ||||||
Debt Instrument, Redemption Price, Percentage | 103.00% | |||||
Unsecured Debt | 6.00% Percent, Due June 2025 | ||||||
Debt | ||||||
Number of Assets Encumbered | asset | 0 | 0 | ||||
Interest rate | 6.00% | 6.00% | ||||
Long-term debt, gross | $ 496,940 | $ 496,940 | 500,484 | |||
Mortgage loans | 4.95 Percent, Due October 2022 | ||||||
Debt | ||||||
Number of Assets Encumbered | asset | 3 | 3 | ||||
Interest rate | 4.95% | 4.95% | ||||
Long-term debt, gross | $ 87,410 | $ 87,410 | 89,299 | |||
Mortgage loans | 4.94 Percent, Due October 2022 | ||||||
Debt | ||||||
Number of Assets Encumbered | asset | 1 | 1 | ||||
Interest rate | 4.94% | 4.94% | ||||
Long-term debt, gross | $ 28,177 | $ 28,177 | 28,785 | |||
Mortgage loans | 2.59 Percent Due April 2024 | ||||||
Debt | ||||||
Number of Assets Encumbered | asset | 3 | 3 | ||||
Interest rate | 1.75% | 1.75% | ||||
Long-term debt, gross | $ 96,000 | $ 96,000 | 96,000 | |||
Secured Debt | 4.95 Percent, Due October 2022 | ||||||
Debt | ||||||
Debt Instrument, Fair Value Adjustment, Net | 1,000 | 1,000 | 1,400 | |||
Secured Debt | 4.94 Percent, Due October 2022 | ||||||
Debt | ||||||
Debt Instrument, Fair Value Adjustment, Net | 300 | 300 | 400 | |||
Secured Debt | LIBOR Plus 1.60% | ||||||
Debt | ||||||
Debt Instrument, Number of Additional Maturity Terms | increment | 2 | |||||
Debt Instrument, Additional Maturity Term | 1 year | |||||
Senior Unsecured Notes | Unsecured Debt | ||||||
Debt | ||||||
Debt Instrument, Fair Value Adjustment, Net | $ 22,100 | $ 22,100 | $ 25,600 |
Related Party Debt (Details)
Related Party Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Related party interest expense | $ 700 | $ 2,400 | ||||
LIBOR Plus 3.00 Percent, Due November 2023 | ||||||
Related Party Transaction [Line Items] | ||||||
Related party debt | $ 85,000 | |||||
LIBOR | LIBOR Plus 3.00 Percent, Due November 2023 | ||||||
Related Party Transaction [Line Items] | ||||||
Description of variable rate basis | LIBOR | |||||
Basis spread | 3.00% | |||||
FelCor Lodging LP | ||||||
Related Party Transaction [Line Items] | ||||||
Related party debt | 85,000 | 85,000 | $ 85,000 | |||
Related party interest expense | $ 688 | $ 1,138 | $ 2,401 | $ 3,475 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term debt, carrying value | $ 707,834 | $ 713,727 |
Related Party Debt | 85,000 | 85,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term debt fair value | 673,200 | 714,300 |
Related Party Debt, Fair Value | 83,500 | 86,900 |
Senior notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term debt fair value | 467,800 | 497,800 |
Mortgage loans | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Long-term debt fair value | $ 205,400 | $ 216,500 |
Commitments and Contingencies F
Commitments and Contingencies Future Lease Payments To the Company Under Noncancelable Operating Leases (Lessor) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)hotel | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)hotel | Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rent abatement | $ 17,500 | $ 17,500 | $ 35,000 | ||
Number of TRS Leases Expiring in 2021 | hotel | 1 | 1 | |||
Number of TRS Leases Expiring in 2022 | hotel | 24 | 24 | |||
Number of TRS Leases expiring Thereafter | hotel | 1 | 1 | |||
Lease revenue relating to lease payments | $ 364 | $ 13,745 | $ 18,568 | $ 43,050 | |
Lease revenue relating to percentage rent lease payments | 104 | 32,647 | 2,336 | 109,484 | |
Total related party lease revenue | 468 | $ 46,392 | 20,904 | $ 152,534 | |
2020 | 17,475 | 17,475 | |||
2021 | 54,478 | 54,478 | |||
2022 | 51,750 | 51,750 | |||
2023 | 0 | 0 | |||
2024 | 0 | 0 | |||
Thereafter | 0 | 0 | |||
Total | $ 123,703 | $ 123,703 |
Commitments and Contingencies -
Commitments and Contingencies - Restricted Cash Reserves (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Minimum restricted cash reserve escrows to be maintained as a percentage of the hotel's revenue | 4.00% | |
Maximum restricted cash reserve escrows to be maintained as percentage of hotel's revenue | 5.00% | |
Restricted cash reserves for future capital expenditures, real estate taxes and insurance | $ 6.1 | $ 4.1 |
Commitments and Contingencies_2
Commitments and Contingencies - Pension Trust Litigation (Details) | Sep. 30, 2020property | Mar. 24, 2016hotel |
Loss Contingencies [Line Items] | ||
Number of real estate properties | property | 28 | |
InterContinental Hotels Group PLC | ||
Loss Contingencies [Line Items] | ||
Number of real estate properties | hotel | 3 |
Equity (Details)
Equity (Details) | 9 Months Ended |
Sep. 30, 2020 | |
RLJ Lodging Trust Limited Partnership | General Partner | |
Equity, Class of Treasury Stock | |
Company's ownership interest in OP units through a combination of direct and indirect interests (as a percent) | 100.00% |
Rangers Sub I, LLC | Limited Partners | |
Equity, Class of Treasury Stock | |
Company's ownership interest in OP units through a combination of direct and indirect interests (as a percent) | 99.00% |
Rangers General Partner, LLC | General Partner | |
Equity, Class of Treasury Stock | |
Company's ownership interest in OP units through a combination of direct and indirect interests (as a percent) | 1.00% |
Equity Noncontrolling Interest
Equity Noncontrolling Interest (Details) | Sep. 30, 2020 |
The Knickerbocker New York | |
Noncontrolling Interest [Line Items] | |
Noncontrolling interest, ownership percentage by noncontrolling owners | 5.00% |
Supplemental Information to S_3
Supplemental Information to Statements of Cash Flows - Schedule of Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flows [Line Items] | ||||
Restricted cash reserves | $ 6,100 | $ 4,100 | ||
Sale of hotel properties | 0 | $ 147,377 | ||
Transaction costs | (42) | (1,682) | ||
Operating prorations | 0 | (536) | ||
Proceeds from the sale of hotel properties, net | (42) | 145,159 | ||
Rangers Sub I, LLC | ||||
Supplemental Cash Flows [Line Items] | ||||
Cash and cash equivalents | 64,740 | 12,695 | 19,572 | |
Restricted cash reserves | 6,072 | 6,056 | 4,147 | |
Cash, cash equivalents, and restricted cash reserves | 70,812 | 18,751 | $ 23,719 | $ 24,562 |
Interest paid | 20,291 | 20,518 | ||
Interest paid to a related party | 2,472 | 3,105 | ||
Income taxes paid | 114 | 0 | ||
Operating Lease, Payments | 4,254 | 6,332 | ||
Accrued capital expenditures | $ 3,414 | $ 3,662 |