Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 01, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35074 | |
Entity Registrant Name | SUMMIT HOTEL PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-2962512 | |
Entity Address, Address Line One | 13215 Bee Cave Parkway, Suite B-300 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 512 | |
Local Phone Number | 538-2300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 106,121,214 | |
Entity Central Index Key | 0001497645 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | INN | |
Security Exchange Name | NYSE | |
Series D Cumulative Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series D Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | INN-PD | |
Security Exchange Name | NYSE | |
Series E Cumulative Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series E Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | INN-PE | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Investment in hotel properties, net | $ 2,084,284 | $ 2,105,946 |
Undeveloped land | 1,500 | 1,500 |
Assets held for sale, net | 425 | 425 |
Cash and cash equivalents | 27,356 | 20,719 |
Restricted cash | 20,032 | 18,177 |
Investment in real estate loans, net | 23,168 | 23,689 |
Right-of-use assets, net | 28,032 | 28,420 |
Trade receivables, net | 14,715 | 11,775 |
Prepaid expenses and other | 9,142 | 9,763 |
Deferred charges, net | 4,311 | 4,429 |
Other assets | 8,140 | 8,176 |
Total assets | 2,221,105 | 2,233,019 |
Liabilities: | ||
Debt, net of debt issuance costs | 1,140,214 | 1,094,745 |
Lease liabilities, net | 18,123 | 18,438 |
Accounts payable | 3,268 | 2,674 |
Accrued expenses and other | 58,890 | 65,099 |
Total liabilities | 1,220,495 | 1,180,956 |
Commitments and contingencies (Note 10) | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 106,118,714 and 105,708,787 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 1,061 | 1,057 |
Additional paid-in capital | 1,176,150 | 1,197,320 |
Accumulated other comprehensive loss | (24,523) | (30,716) |
Accumulated deficit and distributions in excess of retained earnings | (213,999) | (179,013) |
Total stockholders’ equity | 938,783 | 988,742 |
Non-controlling interests in operating partnership | 1,069 | 1,111 |
Non-controlling interests in joint venture (Note 8) | 60,758 | 62,210 |
Total equity | 1,000,610 | 1,052,063 |
Total liabilities and equity | 2,221,105 | 2,233,019 |
6.45% Series D Preferred Stock | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Preferred stock | 30 | 30 |
6.25% Series E Preferred Stock | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized: | ||
Preferred stock | $ 64 | $ 64 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 106,118,714 | 105,708,787 |
Common stock, shares outstanding | 106,118,714 | 105,708,787 |
6.45% Series D Preferred Stock | ||
Preferred stock, shares authorized | 3,000,000 | |
Preferred stock, shares issued | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 |
Preferred stock, aggregate liquidation preference (in dollars) | $ 75,417 | $ 75,417 |
Preferred stock, dividend rate | 6.45% | 6.45% |
6.25% Series E Preferred Stock | ||
Preferred stock, shares authorized | 6,400,000 | |
Preferred stock, shares issued | 6,400,000 | 6,400,000 |
Preferred stock, shares outstanding | 6,400,000 | 6,400,000 |
Preferred stock, aggregate liquidation preference (in dollars) | $ 160,861 | $ 160,861 |
Preferred stock, dividend rate | 6.25% | 6.25% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Revenues | $ 57,854 | $ 108,385 |
Expenses: | ||
Property taxes, insurance and other | 10,904 | 11,698 |
Depreciation and amortization | 27,297 | 27,079 |
Corporate general and administrative | 5,678 | 4,668 |
Provision for credit losses | 0 | 2,530 |
Loss on impairment and write-off of assets | 0 | 782 |
Total expenses | 83,114 | 113,722 |
Gain (loss) on disposal of assets, net | 50 | (3) |
Operating loss | (25,210) | (5,340) |
Other income (expense): | ||
Interest expense | (10,788) | (11,012) |
Other income, net | 3,232 | 2,106 |
Total other income (expense) | (7,556) | (8,906) |
Loss from continuing operations before income taxes | (32,766) | (14,246) |
Income tax expense (Note 12) | (105) | (1,968) |
Net loss | (32,871) | (16,214) |
Operating Partnership | 54 | 37 |
Joint venture | 1,452 | 855 |
Net loss attributable to Summit Hotel Properties, Inc. | (31,365) | (15,322) |
Preferred dividends | (3,709) | (3,709) |
Net loss attributable to common stockholders | $ (35,074) | $ (19,031) |
Loss per share: | ||
Basic (in dollars per share) | $ (0.34) | $ (0.18) |
Diluted (in dollars per share) | $ (0.34) | $ (0.18) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 104,278 | 103,995 |
Diluted (in shares) | 104,278 | 103,995 |
Room | ||
Revenues: | ||
Revenues | $ 53,245 | $ 98,603 |
Expenses: | ||
Cost of goods and services sold | 12,550 | 24,573 |
Food and beverage | ||
Revenues: | ||
Revenues | 1,003 | 4,884 |
Expenses: | ||
Cost of goods and services sold | 556 | 4,037 |
Other | ||
Revenues: | ||
Revenues | 3,606 | 4,898 |
Expenses: | ||
Cost of goods and services sold | 24,574 | 35,283 |
Management fees | ||
Expenses: | ||
Cost of goods and services sold | $ 1,555 | $ 3,072 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (32,871) | $ (16,214) |
Other comprehensive income (loss), net of tax: | ||
Changes in fair value of derivative financial instruments | 6,203 | (19,044) |
Comprehensive loss | (26,668) | (35,258) |
Less - Comprehensive loss attributable to non-controlling interests: | ||
Operating Partnership | 44 | 74 |
Joint venture | 1,452 | 855 |
Comprehensive loss attributable to Summit Hotel Properties, Inc. | (25,172) | (34,329) |
Preferred dividends | (3,709) | (3,709) |
Comprehensive loss attributable to common stockholders | $ (28,881) | $ (38,038) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit and Distributions in Excess of Retained Earnings | Total Stockholders’ Equity | Non-controlling Interests, Operating Partnership | Non-controlling Interests, Joint Venture |
Beginning balance (in shares) at Dec. 31, 2019 | 9,400,000 | 105,169,515 | |||||||
Beginning balance at Dec. 31, 2019 | $ 1,243,390 | $ 94 | $ 1,052 | $ 1,190,949 | $ (16,034) | $ (2,283) | $ 1,173,778 | $ 1,809 | $ 67,803 |
Changes in equity | |||||||||
Contribution by non-controlling interests in joint venture | $ 577 | 577 | |||||||
Common stock redemption of common units (in shares) | 4,956 | 4,956 | |||||||
Common stock redemption of common units | 46 | (3) | 43 | (43) | |||||
Dividends | $ (22,790) | (22,263) | (22,263) | (37) | (490) | ||||
Equity-based compensation (in shares) | 465,274 | ||||||||
Equity-based compensation | $ 1,475 | $ 5 | 1,467 | 1,472 | 3 | ||||
Shares acquired for employee withholding requirements (in shares) | (65,345) | (65,345) | |||||||
Shares acquired for employee withholding requirements | $ (469) | $ (1) | (468) | (469) | |||||
Other | (30) | (30) | (30) | ||||||
Other comprehensive income (loss) | (19,044) | (19,007) | (19,007) | (37) | |||||
Net loss | (16,214) | (15,322) | (15,322) | (37) | (855) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 9,400,000 | 105,574,400 | |||||||
Ending balance at Mar. 31, 2020 | 1,186,895 | $ 94 | $ 1,056 | 1,191,964 | (35,044) | (39,868) | 1,118,202 | 1,658 | 67,035 |
Beginning balance (in shares) at Dec. 31, 2020 | 9,400,000 | 105,708,787 | |||||||
Beginning balance at Dec. 31, 2020 | 1,052,063 | $ 94 | $ 1,057 | 1,197,320 | (30,716) | (179,013) | 988,742 | 1,111 | 62,210 |
Changes in equity | |||||||||
Purchases of capped call options | $ (21,131) | (21,131) | (21,131) | ||||||
Common stock redemption of common units (in shares) | 0 | ||||||||
Dividends | $ (3,621) | (3,621) | (3,621) | ||||||
Equity-based compensation (in shares) | 565,532 | ||||||||
Equity-based compensation | $ 1,569 | $ 6 | 1,561 | 1,567 | 2 | ||||
Shares acquired for employee withholding requirements (in shares) | (155,605) | (155,605) | |||||||
Shares acquired for employee withholding requirements | $ (1,602) | $ (2) | (1,600) | (1,602) | |||||
Other comprehensive income (loss) | 6,203 | 6,193 | 6,193 | 10 | |||||
Net loss | (32,871) | (31,365) | (31,365) | (54) | (1,452) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 9,400,000 | 106,118,714 | |||||||
Ending balance at Mar. 31, 2021 | $ 1,000,610 | $ 94 | $ 1,061 | $ 1,176,150 | $ (24,523) | $ (213,999) | $ 938,783 | $ 1,069 | $ 60,758 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (32,871) | $ (16,214) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 27,297 | 27,079 |
Amortization of deferred financing costs | 1,011 | 457 |
Loss on impairment and write-off of assets | 0 | 782 |
Provision for credit losses | 0 | 2,530 |
Equity-based compensation | 1,569 | 1,475 |
Deferred tax asset, net | 0 | 2,058 |
(Gain) loss on disposal of assets, net | (50) | 3 |
Non-cash interest income | (257) | (791) |
Debt transaction costs | 116 | 1 |
Other | 143 | 108 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (2,940) | 1,925 |
Prepaid expenses and other | 1,180 | 411 |
Accounts payable | 1,082 | 1,334 |
Accrued expenses and other | 553 | (13,852) |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (3,167) | 7,306 |
INVESTING ACTIVITIES | ||
Improvements to hotel properties | (3,579) | (11,050) |
Funding of real estate loans | (2,664) | (1,670) |
NET CASH USED IN INVESTING ACTIVITIES | (6,243) | (12,720) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 317,500 | 165,000 |
Principal payments on debt | (264,485) | (45,931) |
Purchases of capped call options | (21,131) | 0 |
Dividends paid | (3,709) | (23,031) |
Proceeds from contribution by non-controlling interests in joint venture | 0 | 577 |
Financing fees on debt and other issuance costs | (8,671) | (701) |
Repurchase of common shares for withholding requirements | (1,602) | (469) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 17,902 | 95,445 |
Net change in cash, cash equivalents and restricted cash | 8,492 | 90,031 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning of period | 38,896 | 69,833 |
End of period | 47,388 | 159,864 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash payments for interest | (8,890) | (9,977) |
Accrued improvements to hotel properties | (1,184) | (3,924) |
Cash payments for income taxes, net of refunds | $ (39) | $ (27) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS General Summit Hotel Properties, Inc. (the “Company”) is a self-managed hotel investment company that was organized on June 30, 2010 as a Maryland corporation. The Company holds both general and limited partnership interests in Summit Hotel OP, LP (the “Operating Partnership”), a Delaware limited partnership also organized on June 30, 2010. Unless the context otherwise requires, “we,” “us,” and “our” refer to the Company and its consolidated subsidiaries. We focus on owning premium-branded hotels with efficient operating models primarily in the Upscale segment of the lodging industry. At March 31, 2021, our portfolio consisted of 72 hotels with a total of 11,288 guestrooms located in 23 states. As of March 31, 2021, we own 100% of the outstanding equity interests in 67 of our 72 hotels. We own a 51% controlling interest in five hotels that we acquired in 2019 through a joint venture. We have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. To qualify as a REIT, we cannot operate or manage our hotels. Accordingly, all of our hotels are leased to our taxable REIT subsidiaries (“TRS Lessees”). Risks and Uncertainties The Company is subject to risks and uncertainties as a result of the effects of the novel coronavirus, designated as COVID-19 (“COVID-19”), for at least the near future. The COVID-19 pandemic has had and will continue to have a significant adverse effect on our operations. The Company first began to experience effects from COVID-19 in March 2020, when the World Health Organization (“WHO”) declared a public health emergency of international concern related to COVID-19. By March 31, 2020, stay-at-home directives had been issued in many states across the United States and many local jurisdictions had additionally required the temporary closure of businesses deemed to be non-essential. These actions and restrictions have had a significant negative effect on the U.S. and global economies, including a rapid and sharp decline in all forms of travel, both domestic and international, and a significant decline in hotel demand. These conditions have resulted in a substantial decline in our revenues, profitability and cash flows from operations. The COVID-19 pandemic had caused the Company to temporarily suspend operations at six hotels containing 934 guestrooms in March 2020. An additional nine hotels, containing 1,278 guestrooms, each of which is adjacent to another of our hotels ("Sister Properties"), continued to accept reservations, but guests were directed to Sister Properties. In May of 2020, five hotels containing 682 guestrooms and four hotel properties adjacent to Sister Properties containing 506 guestrooms were re-opened. During the second half of 2020, three hotel properties adjacent to Sister Properties containing 430 guestrooms were re-opened. As of March 31, 2021, only one hotel with 252 guestrooms still has suspended operations and guests at two other hotels containing 342 guestrooms are being directed to Sister Properties. During the first quarter of 2021, the administration of COVID-19 vaccines has rapidly increased and government restrictions in many jurisdictions have been eased or lifted. As a result, we have experienced a sequential improvement in our business that has been primarily driven by leisure travel. A recovery in business travel and group business has been slower and we anticipate that these trends will continue until the COVID-19 vaccine is more broadly distributed, government restrictions are fully lifted, consumer confidence is restored and a recovery in hospitality and travel-related demand occurs. The duration and severity of the effects of the COVID-19 pandemic are highly uncertain and difficult to predict. As such, the Company took several actions to mitigate the effects of the COVID-19 pandemic on the Company, including the following: • Further amended loan agreements of our 2018 Senior Credit Facility, 2017 Term Loan and 2018 Term Loan (each as defined in " Note 5 – Debt ") in February 2021 to provide for financial covenant waivers through March 31, 2022, to obtain certain modifications to financial covenant measures through December 31, 2023 and to access the full borrowing capacity under our $400 million revolving credit facility (“$400 Million Revolver”) subject to certain conditions, as described in " Note 5 - Debt ." We have no debt maturing before November 2022. • Further amended our joint venture credit agreement in April 2021 to provide for certain financial covenant waivers and adjustments as described below in " Note 5 – Debt. " • Completed the offering of $287.5 million of Convertible Notes (as defined in " Note 5 – Debt ") in January 2021 and used a portion of the proceeds to repay the outstanding borrowings under our $400 Million Revolver and to partially repay outstanding balances under our term loan obligations. These transactions ensured the availability of sufficient capacity under the $400 Million Revolver to provide adequate liquidity should we experience a prolonged disruption in lodging demand. • Suspended the declaration and payment of dividends on our common stock and operating partnership units beginning in the first quarter of 2020. This conserves an additional $19.0 million of cash quarterly, or $75.0 million on an annualized basis. • Postponed non-essential capital improvement projects beyond those already substantially complete and continue to adjust capital improvement spending in response to changes in demand. • Adopted comprehensive cost reduction initiatives, including the reduction of labor and temporary elimination of certain services and amenities, at all hotels. Certain labor costs and services or amenities have been added back on a limited basis as improvements in occupancy levels have supported. As described above, we temporarily suspended operations at certain hotels in response to specific government mandates or as the result of adverse market conditions. • Negotiated the temporary suspension of FF&E reserve funding requirements for certain of our hotels and facilitated the interim or permanent use of cash deposited in our restricted cash reserve for replacement of furniture, fixtures and equipment ("FF&E Reserve Accounts") of certain of our hotels for general working capital purposes. • Implemented a voluntary temporary reduction of base salaries and fees, respectively, for executive officers and independent members of the Board of Directors for a portion of 2020. • Furloughed approximately 25% of the corporate-level staff in April 2020. Certain of the furloughed staff were reinstated during 2020 to meet specific needs of the Company as supported by our operating performance, but the majority of the furloughed positions were permanently eliminated during the third quarter. • Implemented temporary salary reductions for the majority of our remaining non-executive employees for a portion of 2020. • Implemented a temporary hiring freeze for any new corporate-level positions. It is currently extremely difficult to predict the length of time it will take for us to return to pre-pandemic operational and financial performance. Despite the uncertainty, based on the actions we have taken, we believe we have sufficient cash and access to liquidity to meet our obligations for the foreseeable future. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three months ended March 31, 2021 may not be indicative of the results that may be expected for the full year of 2021. For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The accompanying Condensed Consolidated Financial Statements consolidate the accounts of all entities in which we have a controlling financial interest, as well as variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. We evaluate joint venture partnerships to determine if they should be consolidated based on whether the partners exercise joint control. For a joint venture where we exercise primary control and we also own a majority of the equity interests, we consolidate the joint venture partnership. We have consolidated the accounts of our joint venture partnership with GIC in our accompanying Condensed Consolidated Financial Statements. See "Note 8 - Equity - Non-controlling Interests in Joint Venture" for further information. Investment in Hotel Properties The Company allocates the purchase price of acquired hotel properties based on the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Intangible assets may include certain value associated with the on-going operations of the hotel business being acquired as part of the hotel property acquisition. Acquired intangible assets that derive their values from real property or an interest in real property, are inseparable from that real property or interest in real property, and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, are recorded as a component of the related real estate asset in our Condensed Consolidated Financial Statements. We allocate the purchase price of acquired hotel properties to land, building and furniture, fixtures and equipment based on independent third-party appraisals. 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 asset or asset group 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. Our hotel properties and related assets are recorded at cost, less accumulated depreciation. We capitalize hotel development costs and the costs of significant additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include hotel development, refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred. On a limited basis, we provide financing to developers of hotel properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the hotel property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in the hotel property, we reflect the loan as Investment in hotel properties, net in our Condensed Consolidated Balance Sheets. We monitor events and changes in circumstances for indicators that the carrying value of a hotel property or undeveloped land may be impaired. Additionally, we perform at least annual reviews to monitor the factors that could trigger an impairment. Factors that we consider for an impairment analysis include, among others: i) significant underperformance relative to historical or anticipated operating results, ii) significant changes in the manner of use of a property or the strategy of our overall business, including changes in the estimated holding periods for hotel properties and land parcels, iii) a significant increase in competition, iv) a significant adverse change in legal factors or regulations, v) changes in values of comparable land or hotel sales, and vi) significant negative industry or economic trends. When such factors are identified, we prepare an estimate of the undiscounted future cash flows of the specific property and determine if the carrying amount of the asset is recoverable. If an impairment is identified, we estimate the fair value of the property based on discounted cash flows or sales price if the property is under contract and an adjustment is made to reduce the carrying value of the property to its estimated fair value. Due to the adverse effects of the COVID-19 pandemic across our entire portfolio of hotel properties, an impairment evaluation was completed for all of our hotel properties and identified no impairment at March 31, 2021. Intangible Assets We amortize intangible assets with determined finite useful lives using the straight-line method. We do not amortize intangible assets with indefinite useful lives, but we evaluate these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired. Due to the effects of the COVID-19 pandemic, we evaluated our intangible assets for impairment at March 31, 2021 and identified no impairment. Trade Receivables and Credit Policies We grant credit to qualified customers, generally without collateral, in the form of trade accounts receivable. Trade receivables result from the rental of hotel guestrooms and the sales of food, beverage, and banquet services and are payable under normal trade terms. Trade receivables also include credit and debit card transactions that are in the process of being settled. Trade receivables are stated at the amount billed to the customer and do not accrue interest. We regularly review the collectability of our trade receivables. A provision for losses is determined on the basis of previous loss experience and current economic conditions. Our allowance for doubtful accounts was $0.4 million at March 31, 2021 and December 31, 2020 and bad debt expense was $0.1 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively. Leases In accordance with ASU No. 2016-02, Leases (Topic 842) , we record the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet for all leases with a term of greater than 12 months regardless of their classification. Several of our hotels lease retail or restaurant space to third-party tenants. The majority of our third-party tenants requested rent deferrals to ease the negative financial effects of the COVID-19 pandemic on their businesses. We have primarily negotiated rent deferrals with these tenants that defer rent for a specified number of months and require repayment of the deferred rent over a negotiated period of time. We have adopted a policy that the deferrals are not a change in the provisions of the lease. As such, we are accounting for the concessions using the rights and obligations of the existing lease and recognizing a short-term lease receivable in the period that the cash payment is owed. Notes Receivables We selectively provide mezzanine financing to developers where we also have the opportunity to acquire the hotel at or after the completion of the development project, and we also may provide seller financing under limited circumstances. We classify notes receivable as held-to-maturity and carry the notes receivable at cost less the unamortized discount, if any. On January 1, 2020, we adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We routinely evaluate our notes receivable and interest receivables for collectability. Probable losses on notes receivable are recognized in a valuation account that is deducted from the amortized cost basis of the notes receivable and recorded as Provision for credit losses in our Condensed Consolidated Statements of Operations. When we place notes receivable on nonaccrual status, we suspend the recognition of interest income until cash interest payments are received. Generally, we return notes receivable to accrual status when all delinquent interest becomes current and collectability of interest is reasonably assured. We do not measure an allowance for credit losses for accrued interest receivable. Accrued interest receivable is written-off to bad debt expense when collection is not reasonably assured. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At times, cash on deposit may exceed the federally insured limit. We maintain our cash with high credit quality financial institutions. Restricted Cash Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves. Revenue Recognition In accordance with ASU No. 2014-09, revenues from the operation of our hotels are recognized when guestrooms are occupied, services have been rendered or fees have been earned. Revenues are recorded net of any discounts and sales and other taxes collected from customers. Revenues consist of room sales, food and beverage sales, and other hotel revenues and are presented on a disaggregated basis on our Condensed Consolidated Statements of Operations. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. Our performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel's restaurant, bar or other facilities. Our performance obligations are fulfilled at the time that food and beverage is purchased and provided to our customers. Other revenues such as fees for parking, meeting space or communication services are recognized at the point in time or over the time period that the associated good or service is provided. Ancillary services such as parking at certain hotels are provided by third parties and we assess whether we are the principal or agent in such arrangements. If we are determined to be the agent, revenue is recognized based upon the commission paid to us by the third party for the services rendered to our customers. If we are determined to be the principal, revenues are recognized based upon the gross contract price of the service provided. Certain of our hotels have retail spaces, restaurants or other spaces that we lease to third parties. Lease revenues are recognized on a straight-line basis over the respective lease terms and are included in Other income on our Condensed Consolidated Statements of Operations. Cash received prior to customer arrival is recorded as an advance deposit from the customer and is recognized as revenue at the time of occupancy. Equity-Based Compensation Our 2011 Equity Incentive Plan, which was amended and restated effective June 15, 2015 (as amended, the “Equity Plan”), provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards. We account for time-based and performance-based stock awards using the grant date fair value of those equity awards. Restricted stock awards with performance-based vesting conditions are market-based awards tied to total stockholder return and are valued using a Monte Carlo simulation model in accordance with ASC Topic 718, Compensation — Stock Compensation . We expense the fair value of awards under the Equity Plan ratably over the vesting period and market-based awards are not adjusted for performance. The amount of stock-based compensation expense may be subject to adjustment in future periods due to a change in forfeiture assumptions or modification of previously granted awards. Derivative Financial Instruments and Hedging We use interest rate derivatives to hedge our risks on variable-rate debt. Interest rate derivatives could include swaps, caps, collars, and floors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative financial instrument with the changes in fair value or cash flows of the designated hedged item or transaction. All derivative financial instruments are recorded at fair value as a net asset or liability in our Condensed Consolidated Balance Sheets. The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. Income Taxes We have elected to be taxed as a REIT under certain provisions of the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute annually to our stockholders at least 90% of our REIT taxable income, subject to certain adjustments and excluding any capital gain. As a REIT, we generally will not be subject to federal income tax (other than taxes paid by our TRSs at regular corporate income tax rates) to the extent we distribute 100% of our REIT taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will be unable to re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT, unless we satisfy certain relief provisions. Substantially all of our assets are held by and all of our operations are conducted through our Operating Partnership or our subsidiary REITs. Partnerships are not subject to U.S. federal income taxes as revenues and expenses pass through to and are taxed on the owners. Generally, the states and cities where partnerships operate follow the U.S. federal income tax treatment. However, there are a limited number of local and state jurisdictions that tax the taxable income of the Operating Partnership. Accordingly, we provide for income taxes in these jurisdictions for the Operating Partnership. Taxable income related to our TRSs are subject to federal, state and local income taxes at applicable tax rates. Our consolidated income tax provision includes the income tax provision related to the operations of the TRSs as well as state and local income taxes related to the Operating Partnership. Where required, we account for federal and state income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for: i) the future tax consequences attributable to differences between carrying amounts of existing assets and liabilities based on GAAP and the respective carrying amounts for tax purposes, and ii) operating losses and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change in tax rates. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized based on consideration of available evidence. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. Due to the effects of the COVID-19 pandemic, certain of our TRSs have incurred operating losses in the past and are expected to be in a cumulative loss for the foreseeable future. As such, the realizability of our deferred tax assets at March 31, 2021 is not reasonably assured. Therefore, we have recorded a valuation allowance against substantially all of our deferred tax assets at March 31, 2021. We perform a quarterly review for any uncertain tax positions. The Company had no accruals for uncertain tax positions as of March 31, 2021 and December 31, 2020. Fair Value Measurement Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Directly or indirectly observable inputs, other than quoted prices in active markets. Level 3: Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). Our estimates of fair value were 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 estimation methods may have a material effect on the estimated fair value amounts. 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. We have elected a measurement alternative for equity investments, such as our purchase options, that do not have readily determinable fair values. Under the alternative, our purchase options are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, if any. Non-controlling Interests Non-controlling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Non-controlling interests are reported in the Condensed Consolidated Balance Sheets within equity, separately from stockholders’ equity. Revenue, expenses and net income attributable to both the Company and the non-controlling interests are reported in the Condensed Consolidated Statements of Operations. Our Condensed Consolidated Financial Statements include non-controlling interests related to common units of limited partnership interests (“Common Units”) in the Operating Partnership held by unaffiliated third parties and third-party ownership of a 49% interest in a consolidated joint venture. See "Note 8 - Equity - Non-controlling Interests in Joint Venture" for further information. Use of Estimates Our Condensed Consolidated Financial Statements are prepared in conformity with GAAP, which requires us to make estimates based on assumptions about current and, for some estimates, future economic and market conditions that affect reported amounts and related disclosures in our Condensed Consolidated Financial Statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could materially differ from our expectations, which could materially affect our expectations for our consolidated financial position and results of operations. In particular, a number of estimates have been and will continue to be affected by the ongoing COVID-19 pandemic. New Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) . ASU No. 2020-04 contains practical expedients for reference rate reform related activities that affect debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the effect of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The objective of ASU No. 2020-06 is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The amendments in ASU No. 2020-06 reduce the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging , or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in ASU No. 2020-06 remove certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and clarify the scope and certain requirements under Subtopic 815-40. The amendments also improve the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts in an entity’s own equity. ASU No. 2020-06 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We elected to adopt ASU No. 2020-06 effective January 1, 2021 in connection with our Convertible Notes Offering closed on January 12, 2021 as described in " Note 5 – Debt ." In accordance with the provisions of ASU No. 2020-06, we will account for the convertible notes issued in 2021 entirely as a liability and we will use the if-converted method for diluted share calculations. |
INVESTMENT IN HOTEL PROPERTIES,
INVESTMENT IN HOTEL PROPERTIES, NET | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
INVESTMENT IN HOTEL PROPERTIES, NET | INVESTMENT IN HOTEL PROPERTIES, NET Investment in Hotel Properties, net Investment in hotel properties, net is as follows (in thousands): March 31, 2021 December 31, 2020 Hotel buildings and improvements $ 2,068,117 $ 2,066,986 Land 319,603 319,603 Furniture, fixtures and equipment 173,861 173,351 Construction in progress 9,881 8,903 Intangible assets 11,231 11,231 Real estate development loan 19,429 16,508 2,602,122 2,596,582 Less - accumulated depreciation and amortization (517,838) (490,636) $ 2,084,284 $ 2,105,946 We provided a mezzanine loan to fund up to $28.9 million for a mixed-use development project that includes a hotel property, retail space, and parking. We have classified the mezzanine loan as Investment in hotel properties, net in our Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020. See "Note 4 - Investment in Real Estate Loans" for further information. We did not acquire or sell any hotel properties in 2020 or the three months ended March 31, 2021. |
INVESTMENT IN REAL ESTATE LOANS
INVESTMENT IN REAL ESTATE LOANS | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE LOANS | INVESTMENT IN REAL ESTATE LOANS Investment in real estate loans, net is as follows (in thousands): March 31, 2021 December 31, 2020 Real estate loans $ 28,150 $ 28,671 Allowance for credit losses (4,982) (4,982) Investment in real estate loans, net $ 23,168 $ 23,689 The amortized cost bases of our Investment in real estate loans, net approximate their fair value. Real Estate Development Loans We provided mezzanine loans on three real estate development projects to fund up to an aggregate of $29.6 million for the development of three hotel properties. The three real estate development loans closed in the fourth quarter of 2017 and each had a stated interest rate of 8.00% and an initial term of approximately three years. During the year ended December 31, 2020, one of the real estate loans with a principal balance of $3.8 million was repaid in full. We have separate options related to each outstanding loan (each the "Initial Option") to purchase a 90% interest in each joint venture that owns the respective hotel upon completion of construction. The Initial Options are exercisable while the related real estate development loan is outstanding. We also have the right to purchase the remaining interests in each joint venture at future dates, generally five years after we exercise our Initial Option. We have recorded the aggregate estimated fair value of each Initial Option totaling $4.4 million in Other assets. The COVID-19 pandemic has adversely affected the operations of the hotels that collateralize our mezzanine loans. As a result, at March 31, 2021 we have an allowance for credit losses of $2.6 million that was recorded in March 2020, to reduce the carrying amounts of the loans to their estimated net realizable values. Additionally, in March 2021, we entered into loan modifications related to the two outstanding real estate development loans described above to extend the maturity date of each loan to March 31, 2022. Interest will accrue at a rate of 8.00% and will be payable quarterly throughout the term of the loan. In connection with the modifications, the borrowers paid all interest due through March 31, 2021, which interest payments were previously deferred pursuant to modifications entered into in 2020. As a result, the Company recognized interest income related to these loans of $2.1 million during the three months ended March 31, 2021. During the year ended December 31, 2019, we provided a mezzanine loan to fund up to $28.9 million for a mixed-use development project that includes a hotel property, retail space, and parking. The loan closed in the third quarter of 2019 and has a stated interest rate of 9.00%. The loan is secured by a second mortgage on the development project and a pledge of the equity in the project owner. As of March 31, 2021, we have funded $20.3 million of the loan commitment. Upon completion of construction, we have an option to purchase a 90% interest in the hotel (the “Initial Purchase Option”). We also have the right to purchase the remaining interest in the hotel five years after the completion of construction. We have issued a $10.0 million letter of credit under our senior revolving credit facility to secure the exercise of the Initial Purchase Option. As such, we have classified the loan as Investment in hotel properties, net on our Condensed Consolidated Balance Sheets at March 31, 2021. Interest income on the mezzanine loan will be recorded in our Condensed Consolidated Statement of Operations as it is earned. We have recorded the aggregate estimated fair value of the Initial Purchase Option totaling $2.8 million in Other assets and as a contra-asset to Investment in hotel properties, net. The contra-asset will be amortized as a component of non-cash interest income over the term of the real estate development loan using the straight-line method, which approximates the interest method. We recorded amortization of the contra-asset of $0.3 million during each of the three months ended March 31, 2021 and 2020 as non-cash interest income. Including the amortization of the contra-asset, the current effective interest rate on this loan is approximately 13.00%. Seller-Financing Loans |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT At March 31, 2021, our indebtedness was comprised of borrowings under our 2018 Senior Credit Facility (as defined below), the 2018 Term Loan (as defined below), the 2017 Term Loan (as defined below), the Joint Venture Credit Facility (as defined below), the Convertible Notes (as defined below), and indebtedness secured by first priority mortgage liens on various hotel properties. The weighted average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 3.27% at March 31, 2021 and 3.43% at December 31, 2020. Debt, net of debt issuance costs, is as follows (in thousands): March 31, 2021 December 31, 2020 Revolving debt $ 87,500 $ 222,500 Term loans 626,500 725,000 Convertible notes 287,500 — Mortgage loans 152,993 153,978 1,154,493 1,101,478 Unamortized debt issuance costs (14,279) (6,733) Debt, net of debt issuance costs $ 1,140,214 $ 1,094,745 We have entered into interest rate swaps to partially fix the interest rates on a portion of our variable interest rate indebtedness. See "Note 7 - Derivative Financial Instruments and Hedging" to the Condensed Consolidated Financial Statements for additional information. Our total fixed-rate and variable-rate debt, after considering our interest rate derivative agreements that are currently effective, is as follows (in thousands): March 31, 2021 Percentage December 31, 2020 Percentage Fixed-rate debt $ 832,336 72% $ 545,754 50% Variable-rate debt 322,157 28% 555,724 50% $ 1,154,493 $ 1,101,478 Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands): March 31, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Valuation Technique Convertible notes $ 287,500 $ 317,721 $ — $ — Level 1 - Market approach Fixed-rate mortgage loans 144,836 143,685 145,754 143,244 Level 2 - Market approach $ 432,336 $ 461,406 $ 145,754 $ 143,244 At March 31, 2021 and December 31, 2020, we had $400.0 million of debt with variable interest rates that had been converted to fixed interest rates through derivative financial instruments which are carried at fair value. Differences between carrying value and fair value of our fixed-rate debt are primarily due to changes in interest rates. Inherently, fixed-rate debt is subject to fluctuations in fair value as a result of changes in the current market rate of interest on the valuation date. For additional information on our use of derivatives as interest rate hedges, refer to "Note 7 - Derivative Financial Instruments and Hedging." $600 Million Senior Credit and Term Loan Facility On December 6, 2018, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $600.0 million senior credit facility (the “2018 Senior Credit Facility”) with Deutsche Bank AG New York Branch, as administrative agent, and a syndicate of lenders. The 2018 Senior Credit Facility is comprised of the $400 Million Revolver and a $200.0 million term loan facility (the “$200 Million Term Loan”). At March 31, 2021, we had $220.0 million borrowed and $320.0 million available to borrow plus an additional $50.0 million available to borrow subject to certain security requirements to be provided to the lender. Amendments to $600.0 Million Senior Credit Facility Between May 2020 and February 2021, the Company entered into several amendments to the Credit Agreement of the 2018 Senior Credit Facility (the “Credit Facility Amendments”). As of March 31, 2021, the cumulative effect of the Credit Facility Amendments resulted in the waiver or adjustment of certain financial and other covenants under the 2018 Senior Credit Facility, for the periods described below: • Waivers of key financial and certain other covenants in the 2018 Senior Credit Facility for the period April 1, 2020 through March 31, 2021, which period was extended through March 31, 2022; and • Beginning on April 1, 2022, adjustments to certain of the key financial covenants go into effect through December 31, 2022 including: ◦ Reduction of the Minimum Consolidated Fixed Charge Coverage Ratio; ◦ Increase of the Maximum Unsecured Leverage Ratio; ◦ Reduction of the Minimum Unsecured Interest Coverage Ratio; and ◦ Increases to the Maximum Leverage Ratio, adjusting down beginning in the second quarter of 2022 and continuing through calendar year 2023. The interest rate on the 2018 Senior Credit Facility is based on a pricing grid ranging from 140 basis points to 240 basis points plus LIBOR for the $400 Million Revolver and 135 basis points to 235 basis points plus LIBOR for the $200 Million Term Loan, depending upon the Company's leverage ratio. The pricing grid was modified under the Credit Facility Amendments such that during the period ending December 31, 2021, or earlier at the Company's election subject to certain requirements (the "Amendment Period"), the applicable margin was at Pricing Level VII, as defined in the 2018 Senior Credit Facility documents. The applicable margin is currently set at Pricing Level VIII. The interest rate at March 31, 2021 for the $200 Million Term Loan was 2.60%. The Credit Facility Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own all properties included in the unencumbered asset pool supporting the facility (“Unencumbered Properties”), as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower meets certain conditions for their release. The Credit Facility Amendments also permitted the Company to complete the Convertible Notes Offering (defined below). The Credit Facility Amendments allow the borrower to advance up to $350 million on the existing revolving facility. Furthermore, the Credit Facility Amendments permit the borrower to advance an additional $50 million, in addition to the $350 million advance described in the preceding sentence, upon filing mortgages and related security agreements on all Unencumbered Properties, with such security documents to be released upon the borrower meeting certain conditions for their release. The Credit Facility Amendments revise the restrictions that were previously placed on certain investments in assets, equity offerings and securing of permitted indebtedness to permit the borrower and Company to take such actions, provided that (i) portions of the proceeds from such events will be used to pay down the balance of the 2018 Senior Credit Facility, the 2018 Term Loan (defined below) and 2017 Term Loan (defined below) in accordance with the terms of the Credit Facility Amendments, and (ii) the borrower and Company comply with the other conditions to taking such actions, including maintaining a minimum of $150 million in liquidity. Certain other typical limitations and conditions for credit facilities of this nature include, among other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and establishment of a minimum liquidity requirement as indicated above. At March 31, 2021, we were in compliance with all financial covenants. The 2018 Senior Credit Facility has an accordion feature which will allow the Company to increase the total commitments by an aggregate of up to $300.0 million. The $400 Million Revolver will mature on March 31, 2023 and can be extended to March 31, 2024 at the Company’s option, subject to certain conditions. The $200 Million Term Loan will mature on April 1, 2024. Term Loans 2018 Term Loan On February 15, 2018, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a new $225.0 million term loan (the “2018 Term Loan”) with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan documentation, which is fully drawn as of March 31, 2021. The 2018 Term Loan has an accordion feature that allows us to increase the total commitments by $150.0 million prior to the maturity date of February 14, 2025, subject to certain conditions. Amendments to $225.0 Million 2018 Term Loan Between May 2020 and February 2021, the Company entered into several amendments to the First Amended and Restated Credit Agreement (the “2018 Term Loan Amendments”). As of March 31, 2021, the cumulative effect of the changes to the 2018 Term Loan effected by the 2018 Term Loan Amendments are substantially similar to the changes described above effected by the Credit Facility Amendments. We pay interest on advances at varying rates, based upon, at our option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a LIBOR margin between 1.35% and 1.95%, depending upon our leverage ratio (as defined in the loan documents). The pricing grid was modified under the 2018 Term Loan Amendments such that during the Amendment Period the applicable margin will be set at Pricing Level VII, as defined in the 2018 Term Loan documents. We are required to pay other fees, including customary arrangement and administrative fees. The interest rate at March 31, 2021 was 2.40%. Financial and Other Covenants . We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2018 Term Loan. The 2018 Term Loan Amendments provide that certain financial and other covenants under the 2018 Term Loan were waived or adjusted, which waivers and adjustments are the same as under the amendments to the Company’s 2018 Senior Credit Facility. At March 31, 2021, we were in compliance with all financial covenants. Unencumbered Assets . The 2018 Term Loan Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own the Unencumbered Properties, as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower meets certain conditions for the release of such pledges. During the period that the pledges are in place, as well as at all other times during the term of the facility, borrowings under the 2018 Term Loan are limited by the value of the Unencumbered Assets. 2017 Term Loan On September 26, 2017, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a $225.0 million term loan (the "2017 Term Loan") with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan documentation. Amendments to $225.0 Million 2017 Term Loan Between May 2020 and February 2021, the Company entered into various amendments to the 2017 Term Loan (the “2017 Term Loan Amendments”). As of March 31, 2021, the cumulative effect of the changes to the 2017 Term Loan effected by the 2017 Term Loan Amendments are substantially similar to the changes described above effected by the Credit Facility Amendments. The 2017 Term Loan has an accordion feature which allows us to increase the total commitments by an aggregate of $175.0 million prior to the maturity date, subject to certain conditions. The 2017 Term Loan matures on November 25, 2022. We pay interest on advances at varying rates, based upon, at our option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a LIBOR margin between 1.45% and 2.25%, depending upon our leverage ratio (as defined in the loan documents). The pricing grid was modified under the 2017 Term Loan Amendments such that during the Amendment Period the applicable margin will be set at Pricing Level VI, as defined in the 2017 Term Loan documents. We are required to pay other fees, including customary arrangement and administrative fees. The interest rate at March 31, 2021 was 2.70%. Financial and Other Covenants . We are required to comply with a series of financial and other covenants to draw and maintain borrowings under the 2017 Term Loan. The 2017 Term Loan Amendments provide that certain financial and other covenants under the 2017 Term Loan were waived or adjusted, which waivers and adjustments are the same as under the Credit Facility Amendments. At March 31, 2021, we were in compliance with all financial covenants. Unencumbered Assets . The 2017 Term Loan Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own the Unencumbered Properties, as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower meets certain conditions for the release of such pledges. During the period that the pledges are in place, as well as at all other times during the term of the facility, borrowings under the 2017 Term Loan are limited by the value of the Unencumbered Assets. Joint Venture Credit Facility On October 8, 2019, Summit JV MR 1, LLC (the “Borrower”), as borrower, Summit Hospitality JV, LP (the “Parent”), as parent, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a $200 million credit facility (the “Joint Venture Credit Facility”) with Bank of America, N.A., as administrative agent and sole initial lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The Parent is the joint venture including the Operating Partnership and an affiliate of GIC, Singapore's sovereign wealth fund. See " Note 8 – Equity – Non-controlling Interests in Joint Venture " for additional information. The Operating Partnership and the Company are not borrowers or guarantors of the Joint Venture Credit Facility. The Joint Venture Credit Facility is guaranteed by all of the Borrower’s existing and future subsidiaries, subject to certain exceptions. The Joint Venture Credit Facility is comprised of a $125 million revolving credit facility (the “$125 Million Revolver”) and a $75 million term loan (the “$75 Million Term Loan”). The Joint Venture Credit Facility has an accordion feature which will allow us to increase the total commitments by up to $300 million, for aggregate potential borrowings of up to $500 million on the Joint Venture Credit Facility. The $125 Million Revolver and the $75 Million Term Loan will mature on October 8, 2023. Each can be extended for a single consecutive twelve-month period at the Borrower's option, subject to certain conditions. Interest is paid on revolving credit advances at varying rates based upon, at the Borrower's option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a margin of 2.15% for Eurodollar rate advances, or (ii) LIBOR, plus a margin of 2.15% for LIBOR floating rate advances. The applicable margin for a term loan advance shall be five basis points less than revolving credit advances referenced above. At March 31, 2021, we were in compliance with all financial covenants. Amendments to $200 Million Joint Venture Credit Facility On June 28, 2020, the Company entered into a Second Amendment to Credit Agreement concerning the Joint Venture Credit Facility (“Second Amendment”). The Second Amendment resulted in waivers or adjustments to certain financial and other covenants under the Joint Venture Credit Facility, which are described in the Current Report on Form 8-K filed by the Company on June 24, 2020. On April 29, 2021, the Borrower, Parent, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a Third Amendment to Credit Agreement concerning the Joint Venture Credit Facility (the “Joint Venture Amendment”) with Bank of America, N.A., as administrative agent, and Bank of America, N.A., KeyBank National Association and Bank of Montreal, Chicago Branch, as lenders. Certain financial and other covenants under the Joint Venture Credit Facility were waived or adjusted, for the periods described below: • The Maximum Leverage Ratio and borrowing base leverage ratio (for purposes of determining availability) shall not exceed the following: ◦ 55.0% through the fourth quarter of 2021 ◦ 65.0% for the first and second quarters of 2022 ◦ 60.0% for the third quarter of 2022 until the initial maturity date ◦ 55.0% during any extension period • Temporary waiver of the Minimum Consolidated Fixed Charge Coverage Ratio through the fourth quarter of 2021 and adjusting up through the second quarter of 2022; and • Temporary waiver of the Borrowing Base Coverage Ratio through the first quarter of 2022 and adjusting up through June 30, 2023. During the covenant waiver period, the applicable margin shall be increased to 230 basis points and 225 basis points for the revolver and term loan, respectively. After the covenant waiver period, the applicable margin will revert to 215 basis points and 210 basis points for the revolver and term loan, respectively. The Joint Venture Amendment confirmed that the Borrower may make additional advances on the existing revolving facility, subject to certain financial covenant limitations. Certain other typical limitations and conditions for credit facilities of this nature were included among the provisions in the amendments including, among other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and limitations on investments and dispositions. We retain the right to opt out of certain additional restrictive covenants upon demonstration of compliance with the required financial covenants. Borrowing Base Assets . The Joint Venture Credit Facility is secured primarily by a first priority pledge of the Borrower's equity interests in the subsidiaries that hold the borrowing base assets, and the related TRS entities, which wholly own the TRS Lessees that lease each of the borrowing base assets. Convertible Senior Notes and Capped Call Options On January 7, 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell $287.5 million aggregate principal amount of the Company’s 1.50% convertible senior notes due 2026 (the “Convertible Notes"). The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were approximately $280.0 million before consideration of the Capped Call Transactions (as defined below). These proceeds were used to pay the cost of the Capped Call Transactions and to partially repay outstanding obligations under the 2018 Senior Credit Facility and 2017 Term Loan. The Convertible Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The Convertible Notes will mature on February 15, 2026 (the “Maturity Date”), unless earlier converted, purchased or redeemed. Prior to August 15, 2025, the Convertible Notes will be convertible only upon certain circumstances and during certain periods. On or after August 15, 2025 and through the Maturity Date, holders may convert any of their Convertible Notes into shares of the Company’s common stock, at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day prior to the Maturity Date, unless the Convertible Notes have been previously purchased or redeemed by the Company. During the three months ended March 31, 2021, the Company recorded coupon interest expense of $0.9 million and amortized $0.4 million of the $7.5 million debt issuance costs related to the Convertible Notes Offering. Including the amortization of the debt issuance costs, the current effective interest rate on the Convertible Notes is approximately 2.00%. The initial conversion rate of the Convertible Notes is 83.4028 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of $11.99 per share of common stock based on the 37.5% base conversion premium on the reference price of $8.72 per share. In no event will the conversion rate exceed 114.6788 shares of common stock per $1,000 principal amount of Convertible Notes, subject to certain adjustments defined in the Convertible Notes Offering. On January 7, 2021, in connection with the pricing of the Convertible Notes, and on January 8, 2021, in connection with the full exercise by the Underwriters of their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters or their respective affiliates and another financial institution (the “Capped Call Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of shares of common stock underlying the Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to holders of shares of common stock upon conversion of the Convertible Notes or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction or offset subject to a cap. The effective strike price of the Capped Call Transactions is initially $15.26, which represents a premium of 75.0% over the last reported sale price of the common stock on the New York Stock Exchange on January 7, 2021, and is subject to certain adjustments under the terms of the Capped Call transactions. MetaBank Loan On June 30, 2017, we entered into a $47.6 million secured, non-recourse loan with MetaBank (the "MetaBank Loan"). The MetaBank Loan provides for a fixed interest rate of 4.44% and originally provided for interest only payments for 18 months following the closing date. On January 31, 2019, we entered into a modification agreement, at no additional cost, that increased the interest-only period from 18 months to 24 months following the closing date. Beginning August 1, 2019, the loan amortizes over 25 years through the maturity date of July 1, 2027. The MetaBank Loan is secured by three hotels and is subject to a prepayment penalty if prepaid prior to April 1, 2027. On May 1, 2020, MetaBank waived the annual minimum debt service covenant ratio for the year ended December 31, 2020, and on April 12, 2021, MetaBank extended such waiver for the year ended December 31, 2021. The next covenant measurement date is December 31, 2022. Mortgage Loans At March 31, 2021, we had mortgage loans totaling $153.0 million that are secured primarily by first mortgage liens on 15 hotel properties. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating leases related to the land under certain hotel properties, conference centers, parking spaces, automobiles, our corporate office and other miscellaneous office equipment. These leases have remaining terms of 1 year to 77 years, some of which include options to extend the leases for additional years. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or restrictive covenants that materially affect our business. In addition, we rent or sublease certain owned real estate to third parties. We recorded gross third-party tenant income of $0.6 million and $0.5 million during the three months ended March 31, 2021 and 2020, respectively, which were recorded in Other income in the Condensed Consolidated Statement of Operations. The majority of our third-party tenants requested rent deferrals to ease the negative financial effects of the COVID-19 pandemic on their businesses. We have generally negotiated with these tenants and granted rent deferrals that defer rent for a specified number of months and require repayment of the deferred rent over a negotiated period of time. On January 1, 2019, the Company adopted ASC No. 842, Leases, and recognized right-of-use lease assets and related liabilities. The right-of-use assets and related liabilities include renewal options reasonably certain to be exercised. We base our lease calculations on our estimated incremental borrowing rate. As of March 31, 2021, our weighted average incremental borrowing rate was 4.91%. During the three months ended March 31, 2021 and 2020, the Company's total operating lease cost was $0.8 million and $0.9 million, respectively, and the operating cash outflows from operating leases was $0.7 million and $0.8 million, respectively. As of March 31, 2021, the weighted average operating lease term was 28.2 years. Operating lease maturities as of March 31, 2021 are as follows (in thousands): 2021 $ 1,536 2022 1,842 2023 970 2024 910 2025 913 Thereafter 27,993 Total lease payments (1) 34,164 Less interest (16,041) Total $ 18,123 (1) Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING Information about our derivative financial instruments at March 31, 2021 and December 31, 2020 is as follows (dollars in thousands): Notional Amount Fair Value Contract date Effective Date Expiration Date Average Annual Effective Fixed Rate March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 October 2, 2017 January 29, 2018 January 31, 2023 1.98 % $ 100,000 $ 100,000 $ (3,287) $ (3,831) October 2, 2017 January 29, 2018 January 31, 2023 1.98 % 100,000 100,000 (3,305) (3,853) June 11, 2018 September 28, 2018 September 30, 2024 2.87 % 75,000 75,000 (6,066) (7,371) June 11, 2018 December 31, 2018 December 31, 2025 2.93 % 125,000 125,000 (11,989) (15,795) $ 400,000 $ 400,000 $ (24,647) $ (30,850) Our interest rate swaps have been designated as cash flow hedges and are valued using a market approach, which is a Level 2 valuation technique. At March 31, 2021 and December 31, 2020, all of our interest rate swaps were in a liability position as a result of a decline in short-term interest rates and a continued flattening of the forward yield curve. Our interest rate swaps are recorded in Accrued expenses and other in our Condensed Consolidated Balance Sheets. We are not required to post any collateral related to these agreements and are not in breach of any financial provisions of the agreements. Changes in the fair value of the hedging instruments are deferred in Other comprehensive income and are reclassified to Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. In the next twelve months, we estimate that $9.3 million will be reclassified from Other comprehensive income and recorded as an increase to Interest expense. The table below details the location in the financial statements of the gain or loss recognized on derivative financial instruments designated as cash flow hedges (in thousands): For the 2021 2020 Gain (loss) recognized in Other comprehensive income on derivative financial instruments $ 3,885 $ (19,823) Loss reclassified from Other comprehensive income to Interest expense $ (2,318) $ (779) Total Interest expense in which the effects of cash flow hedges are recorded $ (10,788) $ (11,012) |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
EQUITY | EQUITY Common Stock The Company is authorized to issue up to 500,000,000 shares of common stock, $0.01 par value per share (the "Common Stock"). Each outstanding share of our Common Stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares possess the exclusive voting power. On May 25, 2017, the Company and the Operating Partnership entered into separate sales agreements (collectively, the “Sales Agreements”) with several underwriters (the “Sales Agents”), pursuant to which the Company may sell our Common Stock having an aggregate offering price of up to $200.0 million (the “Shares”), from time to time through the Sales Agents, each acting as a sales agent and/or principal (the "2017 ATM Program"). To date, we have not sold any shares of our Common Stock under the 2017 ATM Program. Changes in Common Stock during the three months ended March 31, 2021 and 2020 were as follows: For the 2021 2020 Beginning common shares outstanding 105,708,787 105,169,515 Grants under the Equity Plan 626,355 676,171 Common Unit redemptions — 4,956 Performance share and other forfeitures (60,823) (210,897) Shares retained for employee tax withholding requirements (155,605) (65,345) Ending common shares outstanding 106,118,714 105,574,400 Preferred Stock The Company is authorized to issue up to 100,000,000 shares of preferred stock, $0.01 par value per share, of which 90,600,000 is currently undesignated, 3,000,000 shares have been designated as 6.45% Series D Cumulative Redeemable Preferred Stock (the "Series D preferred shares") and 6,400,000 shares have been designated as 6.25% Series E Cumulative Redeemable Preferred Stock (the "Series E preferred shares"). The Company's outstanding shares of preferred stock (collectively, “Preferred Shares”) rank senior to our common stock and on parity with each other with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption or sinking fund requirements. The Company may not redeem the Series D or Series E preferred shares prior to June 28, 2021 and November 13, 2022, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or in connection with certain changes in control. After those dates, the Company may, at its option, redeem the applicable Preferred Shares, in whole or from time to time in part, by payment of $25 per share, plus any accumulated, accrued and unpaid distributions up to, but not including, the date of redemption. If the Company does not exercise its rights to redeem the Preferred Shares upon certain changes in control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each Series D preferred share is 3.9216 shares of common stock and each Series E preferred share is 3.1686 shares of common stock, all subject to certain adjustments. The Company pays dividends at an annual rate of $1.6125 for each Series D preferred share and $1.5625 for each Series E preferred share. Dividend payments are made quarterly in arrears on or about the last day of February, May, August and November of each year. Non-controlling Interests in Operating Partnership Pursuant to the limited partnership agreement of our Operating Partnership, the unaffiliated third parties who hold Common Units in our Operating Partnership have the right to cause us to redeem their Common Units in exchange for cash based upon the fair value of an equivalent number of our shares of Common Stock at the time of redemption; however, the Company has the option to redeem Common Units with shares of our Common Stock on a one-for-one basis. The number of shares of our Common Stock issuable upon redemption of Common Units may be adjusted upon the occurrence of certain events such as share dividend payments, share subdivisions or combinations. At March 31, 2021 and December 31, 2020, unaffiliated third parties owned 161,742 Common Units of the Operating Partnership, representing less than a 1% limited partnership interest in the Operating Partnership for each period. We classify outstanding Common Units held by unaffiliated third parties as Non-controlling interests in the Operating Partnership, a component of equity in the Company’s Condensed Consolidated Balance Sheets. The portion of net income allocated to these Common Units is reported on the Company’s Condensed Consolidated Statements of Operations as Net income attributable to non-controlling interests of the Operating Partnership. Non-controlling Interests in Joint Venture In July 2019, the Company entered into a joint venture agreement with GIC, Singapore’s sovereign wealth fund, to acquire assets that align with the Company’s current investment strategy and criteria. The Company serves as general partner and asset manager of the joint venture and intends to invest 51% of the equity capitalization of the limited partnership, with GIC investing the remaining 49%. The Company earns fees for providing services to the joint venture and will have the potential to earn incentive fees based on the joint venture achieving certain return thresholds. As of March 31, 2021, the joint venture owns the five hotel properties acquired in 2019. The joint venture owns the hotels through a master real estate investment trust (“Master REIT”) and subsidiary REITs (“Subsidiary REIT”). All of the hotels owned by the joint venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (“Subsidiary REIT TRSs”). To qualify as a REIT, the Master REIT and each Subsidiary REIT must meet all of the REIT requirements summarized under “Note 2 - Basis of Presentation and Significant Accounting Policies - Income Taxes.” Taxable income related to the Subsidiary REIT TRSs is subject to federal, state and local income taxes at applicable tax rates. We classify the Non-controlling interests in the joint venture as a component of equity in the Company’s Condensed Consolidated Balance Sheets. The portion of net income (losses) allocated to these non-controlling interests is reported on the Company’s Condensed Consolidated Statements of Operations as Net income (losses) attributable to non-controlling interests of the joint venture. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT The following table presents information about our financial instruments measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we classify assets and liabilities based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Disclosures concerning financial instruments measured at fair value are as follows (in thousands): Fair Value Measurements at March 31, 2021 using Level 1 Level 2 Level 3 Total Assets: Purchase Options related to real estate loans $ — $ — $ 7,161 $ 7,161 Liabilities: Interest rate swaps — 24,647 — 24,647 Fair Value Measurements at December 31, 2020 using Level 1 Level 2 Level 3 Total Assets: Purchase Options related to real estate loans $ — $ — $ 7,161 $ 7,161 Liabilities: Interest rate swaps — 30,850 — 30,850 Our Purchase Options related to real estate loans do not have readily determinable fair values. The original fair value of each Purchase Option was estimated using a binomial lattice or Black-Scholes model. One of the real estate loans was repaid in full during the year ended December 31, 2020 and the related Purchase Option expired without being exercised. Due to the adverse effects of the COVID-19 pandemic, we evaluated our Purchase Options for impairment during the three months ended March 31, 2020. The fair value of each Purchase Option was estimated using the Black-Scholes model. The estimated fair values of the Purchase Options were based on unobservable inputs for which there is little or no market information available and required us to develop our own assumptions as follows (dollar amounts in thousands): Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Exercise price $ 15,143 $ 17,377 $ 37,800 Term 2.59 (1) (2) 2.68 (1) (2) 1.42 (3) Expected volatility 65.0 % 55.0 % 55.0 % Risk-free rate 0.3 % 0.3 % 0.2 % Expected annualized equity dividend yield 6.5 % 7.5 % — % (1) The purchase option is currently exercisable. (2) The option term is the period from April 1, 2020 through the fully extended original maturity dates of the respective mezzanine loans. (3) The option term is the period from April 1, 2020 through the date in which the development project is completed and the option becomes exercisable. The fair value of our outstanding Purchase Options at March 31, 2021 and December 31, 2020 were as follows (dollar amounts in thousands): Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Purchase Option value at March 31, 2021 and December 31, 2020 $ 1,600 $ 2,761 $ 2,800 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Restricted Cash The Company maintains reserve funds for property taxes, insurance, capital expenditures and replacement or refurbishment of furniture, fixtures and equipment at some of our hotel properties in accordance with management, franchise or mortgage loan agreements. These agreements generally require us to reserve cash ranging from 2.0% to 5.0% of the revenues of the individual hotel in restricted cash escrow accounts. Any unused restricted cash balances revert to us upon the termination of the underlying agreement or may be released to us from the restricted cash escrow accounts upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves. On April 13, 2020, as a result of the COVID-19 pandemic, Marriott International, Inc. (“Marriott”) agreed to allow us to use $1.6 million of cash deposited in FF&E Reserve Accounts for seven of our Marriott-branded hotels managed by Marriott affiliates (“Marriott Hotels”) to pay for the working capital needs of the respective hotels. In addition, Marriott released $8.9 million to us from the FF&E Reserve Accounts (“Borrowed Reserve”) of the Marriott Hotels for general operational purposes. The Borrowed Reserve must be replenished into the respective FF&E Reserve Accounts in ten equal monthly installments beginning on the date that is twelve months prior to the next scheduled renovation date for each of the Marriott Hotels (“Renovation Date”) or in a lump sum payment no later than sixty days prior to each respective Renovation Date. We do not expect to replenish any of the Borrowed Reserve over the next twelve months. Furthermore, Marriott has suspended our obligation to fund monthly FF&E reserves for the Marriott Hotels through December 31, 2021. During January 2021, we transitioned the management of the Courtyard by Marriott - Fort Worth, TX from Marriott to Aimbridge Hospitality. As such, we are no longer obligated to replenish $0.5 million of the Borrowed Reserve. At March 31, 2021 and December 31, 2020, approximately $20.0 million and $18.2 million, respectively, was available in restricted cash reserve funds required by certain of our property managers, franchisors, or mortgage lenders for property taxes, insurance, capital expenditures and replacement or refurbishment of furniture, fixtures and equipment at our hotel properties. Franchise Agreements We expensed fees related to our franchise agreements of $4.1 million and $9.5 million for the three months ended March 31, 2021 and 2020, respectively. Management Agreements Our hotel properties operate pursuant to management agreements with various professional third-party management companies. We pay base management fees that are a percentage of gross room revenues and incentive management fees based on achievement of certain financial targets pursuant to contracts that generally have remaining terms of less than five years. Management fee expenses were $1.6 million and $3.1 million for the three months ended March 31, 2021 and 2020, respectively. Litigation We are involved from time to time in litigation arising in the ordinary course of business. There are currently no pending legal actions that we believe would have a material effect on our financial position or results of operations. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION Our currently outstanding equity-based awards were issued under the Equity Plan which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based awards or incentive awards. Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each grant, and stock option terms are generally five Stock Options Granted Under our Equity Plan The 235,000 stock options outstanding as of December 31, 2020 expired unexercised on February 13, 2021 and were forfeited. Time-Based Restricted Stock Awards Made Pursuant to Our Equity Plan The following table summarizes time-based restricted stock award activity under our Equity Plan for the three months ended March 31, 2021: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2020 573,577 $ 10.18 $ 5,168 Granted 366,627 10.47 Vested (219,636) 11.20 Non-vested at March 31, 2021 720,568 $ 10.02 $ 7,292 The awards granted to our non-executive employees generally vest over a four-year period based on continuous service (20% on the first, second and third anniversary of the grant date and 40% on the fourth anniversary of the grant date). The awards granted to our executive officers generally vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date) or in certain circumstances upon a change in control. The holders of these awards have the right to vote the related shares of common stock and receive all dividends declared and paid whether or not vested. The fair value of time-based restricted stock awards granted is calculated based on the market value of our common stock on the date of grant. Performance-Based Restricted Stock Awards Made Pursuant to Our Equity Plan The following table summarizes performance-based restricted stock activity under the Equity Plan for the three months ended March 31, 2021: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2020 922,239 $ 11.65 $ 8,309 Granted 259,728 14.05 Vested (182,480) 13.73 Forfeited (60,823) 13.73 Non-vested at March 31, 2021 938,664 $ 11.78 $ 9,499 (1) The amounts included in this column represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model. Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our common stock on the grant date. The fair value of the performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model. These awards generally vest over a three-year period based on our percentile ranking within the SNL U.S. REIT Hotel Index at the end of the period or upon a change in control. The awards require continued service during the measurement period and are subject to the other conditions described in the Equity Plan or award document. The number of shares the executive officers may earn under these awards range from zero shares to twice the number of shares granted based on our percentile ranking within the index at the end of the measurement period. In addition, a portion of the performance-based shares may be earned based on the Company's absolute total shareholder return calculated during the performance period. The holders of these grants have the right to vote the granted shares of common stock and any dividends declared will be accumulated and will be subject to the same vesting conditions as the awards. Further, if additional shares are earned based on our percentile ranking within the index, dividend payments will be issued as if the additional shares had been held throughout the measurement period. Equity-Based Compensation Expense Equity-based compensation expense included in Corporate general and administrative expenses in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 was as follows (in thousands): For the 2021 2020 Time-based restricted stock $ 665 $ 602 Performance-based restricted stock 904 873 $ 1,569 $ 1,475 We recognize equity-based compensation expense ratably over the vesting periods. The amount of expense may be subject to adjustment in future periods due to a change in the forfeiture assumptions. Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $13.3 million at March 31, 2021 and will be recorded as follows (in thousands): Total 2021 2022 2023 2024 2025 Time-based restricted stock $ 6,314 $ 2,247 $ 2,305 $ 1,500 $ 242 $ 20 Performance-based restricted stock 6,987 2,763 2,609 1,413 202 — $ 13,301 $ 5,010 $ 4,914 $ 2,913 $ 444 $ 20 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES As a REIT, we generally will not be subject to U.S. federal income tax on ordinary income and capital gains income generated by our REIT activities that we distribute to our stockholders. We are subject to federal and state income taxes on the earnings of our TRS Lessees. In addition, our Operating Partnership is subject to tax in a limited number of local and state jurisdictions. The Company recorded income tax expense of $0.1 million and $2.0 million for three months ended March 31, 2021 and 2020, respectively. The $2.0 million income tax expense recorded in the three months ended March 31, 2020 included a $2.1 million discrete non-cash deferred income tax related to the establishment of valuation allowances against our TRS Lessees’ deferred tax assets. Due to the effects of the COVID-19 pandemic, certain of our TRS Lessees have incurred operating losses in the past and are expected to be in a cumulative loss for the foreseeable future. A cumulative loss is significant negative evidence that the realizability of our deferred tax assets at March 31, 2021 is not reasonably assured. Therefore, we have recorded a valuation allowance against substantially all our deferred tax assets at March 31, 2021. We had no unrecognized tax benefits at March 31, 2021. We expect no significant changes in unrecognized tax benefits within the next year. The American Rescue Plan Act of 2021 was signed into law on March 11, 2021. Some of the key income tax provisions include: • An extension of the employee retention tax credit through 2021. To be eligible for the credit in 2021, an organization’s gross receipts must be less than 80% of the same quarter in 2019. The credit is calculated based on 70% of qualifying wages, capped at $10,000 of compensation each quarter in 2021. We anticipate a credit of approximately $1.3 million in 2021. • Expanded limits on executive compensation deductions. Section 162(m) limits the deduction for compensation paid to each covered employee to $1 million for public companies. Covered employees generally include the CEO, CFO, and the next three highest paid officers as determined under the SEC rules. For tax years after December 31, 2026, Section 162(m) applies to the CEO, CFO, and the next five highest paid employees. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE We apply the two-class method of computing earnings per share, which requires the calculation of separate earnings per share amounts for our non-vested time-based restricted stock awards with non-forfeitable dividends and for our common stock. Our non-vested time-based restricted stock awards with non-forfeitable rights to dividends are considered securities which participate in undistributed earnings with common stock. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. Our non-vested time-based restricted stock awards with non-forfeitable dividends do not have such an obligation so they are not allocated losses. Below is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share): For the 2021 2020 Numerator: Net loss $ (32,871) $ (16,214) Less: Preferred dividends (3,709) (3,709) Allocation to participating securities — (81) Attributable to non-controlling interest in Operating Partnership 54 37 Attributable to non-controlling interests in joint venture 1,452 855 Net loss attributable to common stockholders, net of amount allocated to participating securities $ (35,074) $ (19,112) Denominator: Weighted average common shares outstanding - basic and diluted 104,278 103,995 Loss per share: Basic and diluted $ (0.34) $ (0.18) The Common Units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners' share of income would also be added to derive net income attributable to common stockholders. Our unvested performance-based restricted stock awards and outstanding convertible notes have been excluded from the denominator of the diluted earnings per share calculation as their inclusion would be antidilutive. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Debt Transactions On April 29, 2021, Summit JV MR 1, LLC entered into the Third Amendment to Credit Agreement of the Joint Venture Credit Facility as described in " Note 5 - Debt ." Dividends On April 30, 2021, our Board of Directors declared cash dividends of $0.403125 per share of 6.45% Series D Cumulative Redeemable Preferred Stock and $0.390625 per share of 6.25% Series E Cumulative Redeemable Preferred Stock. These dividends are payable May 28, 2021 to stockholders of record on May 17, 2021. Hotel Property Portfolio Activity On May 1, 2021, the Company contributed a portfolio of six hotels containing 846 guestrooms into its existing joint venture with an affiliate of GIC, Singapore’s sovereign wealth fund. Total consideration for the portfolio was $172.0 million and GIC contributed $84.3 million in cash to complete the acquisition of their 49% interest. Net proceeds from the transaction were used to repay $62.5 million of the Company's senior debt and $20.9 million may be used for future investment opportunities. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three months ended March 31, 2021 may not be indicative of the results that may be expected for the full year of 2021. For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The accompanying Condensed Consolidated Financial Statements consolidate the accounts of all entities in which we have a controlling financial interest, as well as variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. We evaluate joint venture partnerships to determine if they should be consolidated based on whether the partners exercise joint control. For a joint venture where we exercise primary control and we also own a majority of the equity interests, we consolidate the joint venture partnership. We have consolidated the accounts of our joint venture partnership with GIC in our accompanying Condensed Consolidated Financial Statements. See "Note 8 - Equity - Non-controlling Interests in Joint Venture" for further information. |
Investment in Hotel Properties | Investment in Hotel Properties The Company allocates the purchase price of acquired hotel properties based on the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Intangible assets may include certain value associated with the on-going operations of the hotel business being acquired as part of the hotel property acquisition. Acquired intangible assets that derive their values from real property or an interest in real property, are inseparable from that real property or interest in real property, and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, are recorded as a component of the related real estate asset in our Condensed Consolidated Financial Statements. We allocate the purchase price of acquired hotel properties to land, building and furniture, fixtures and equipment based on independent third-party appraisals. 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 asset or asset group 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. Our hotel properties and related assets are recorded at cost, less accumulated depreciation. We capitalize hotel development costs and the costs of significant additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include hotel development, refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred. On a limited basis, we provide financing to developers of hotel properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the hotel property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in the hotel property, we reflect the loan as Investment in hotel properties, net in our Condensed Consolidated Balance Sheets. |
Intangible Assets | Intangible Assets We amortize intangible assets with determined finite useful lives using the straight-line method. We do not amortize intangible assets with indefinite useful lives, but we evaluate these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired. Due to the effects of the COVID-19 pandemic, we evaluated our intangible assets for impairment at March 31, 2021 and identified no impairment. |
Trade Receivables and Credit Policies | Trade Receivables and Credit PoliciesWe grant credit to qualified customers, generally without collateral, in the form of trade accounts receivable. Trade receivables result from the rental of hotel guestrooms and the sales of food, beverage, and banquet services and are payable under normal trade terms. Trade receivables also include credit and debit card transactions that are in the process of being settled. Trade receivables are stated at the amount billed to the customer and do not accrue interest. We regularly review the collectability of our trade receivables. A provision for losses is determined on the basis of previous loss experience and current economic conditions. |
Leases | Leases In accordance with ASU No. 2016-02, Leases (Topic 842) , we record the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet for all leases with a term of greater than 12 months regardless of their classification. Several of our hotels lease retail or restaurant space to third-party tenants. The majority of our third-party tenants requested rent deferrals to ease the negative financial effects of the COVID-19 pandemic on their businesses. We have primarily negotiated rent deferrals with these tenants that defer rent for a specified number of months and require repayment of the deferred rent over a negotiated period of time. We have adopted a policy that the deferrals are not a change in the provisions of the lease. As such, we are accounting for the concessions using the rights and obligations of the existing lease and recognizing a short-term lease receivable in the period that the cash payment is owed. |
Notes Receivables | Notes Receivables We selectively provide mezzanine financing to developers where we also have the opportunity to acquire the hotel at or after the completion of the development project, and we also may provide seller financing under limited circumstances. We classify notes receivable as held-to-maturity and carry the notes receivable at cost less the unamortized discount, if any. On January 1, 2020, we adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We routinely evaluate our notes receivable and interest receivables for collectability. Probable losses on notes receivable are recognized in a valuation account that is deducted from the amortized cost basis of the notes receivable and recorded as Provision for credit losses in our Condensed Consolidated Statements of Operations. When we place notes receivable on nonaccrual status, we suspend the recognition of interest income until cash interest payments are received. Generally, we return notes receivable to accrual status when all delinquent interest becomes current and collectability of interest is reasonably assured. We do not measure an allowance for credit losses for accrued interest receivable. Accrued interest receivable is written-off to bad debt expense when collection is not reasonably assured. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At times, cash on deposit may exceed the federally insured limit. We maintain our cash with high credit quality financial institutions. |
Restricted Cash | Restricted Cash Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves. |
Revenue Recognition | Revenue Recognition In accordance with ASU No. 2014-09, revenues from the operation of our hotels are recognized when guestrooms are occupied, services have been rendered or fees have been earned. Revenues are recorded net of any discounts and sales and other taxes collected from customers. Revenues consist of room sales, food and beverage sales, and other hotel revenues and are presented on a disaggregated basis on our Condensed Consolidated Statements of Operations. Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. Our performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night. Food and beverage revenues are generated when customers purchase food and beverage at a hotel's restaurant, bar or other facilities. Our performance obligations are fulfilled at the time that food and beverage is purchased and provided to our customers. Other revenues such as fees for parking, meeting space or communication services are recognized at the point in time or over the time period that the associated good or service is provided. Ancillary services such as parking at certain hotels are provided by third parties and we assess whether we are the principal or agent in such arrangements. If we are determined to be the agent, revenue is recognized based upon the commission paid to us by the third party for the services rendered to our customers. If we are determined to be the principal, revenues are recognized based upon the gross contract price of the service provided. Certain of our hotels have retail spaces, restaurants or other spaces that we lease to third parties. Lease revenues are recognized on a straight-line basis over the respective lease terms and are included in Other income on our Condensed Consolidated Statements of Operations. Cash received prior to customer arrival is recorded as an advance deposit from the customer and is recognized as revenue at the time of occupancy. |
Equity-Based Compensation | Equity-Based Compensation Our 2011 Equity Incentive Plan, which was amended and restated effective June 15, 2015 (as amended, the “Equity Plan”), provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards. We account for time-based and performance-based stock awards using the grant date fair value of those equity awards. Restricted stock awards with performance-based vesting conditions are market-based awards tied to total stockholder return and are valued using a Monte Carlo simulation model in accordance with ASC Topic 718, Compensation — Stock Compensation . We expense the fair value of awards under the Equity Plan ratably over the vesting period and market-based awards are not adjusted for performance. The amount of stock-based compensation expense may be subject to adjustment in future periods due to a change in forfeiture assumptions or modification of previously granted awards. |
Derivative Financial Instruments and Hedging | Derivative Financial Instruments and Hedging We use interest rate derivatives to hedge our risks on variable-rate debt. Interest rate derivatives could include swaps, caps, collars, and floors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative financial instrument with the changes in fair value or cash flows of the designated hedged item or transaction. All derivative financial instruments are recorded at fair value as a net asset or liability in our Condensed Consolidated Balance Sheets. |
Income Taxes | Income Taxes We have elected to be taxed as a REIT under certain provisions of the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute annually to our stockholders at least 90% of our REIT taxable income, subject to certain adjustments and excluding any capital gain. As a REIT, we generally will not be subject to federal income tax (other than taxes paid by our TRSs at regular corporate income tax rates) to the extent we distribute 100% of our REIT taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will be unable to re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT, unless we satisfy certain relief provisions. Substantially all of our assets are held by and all of our operations are conducted through our Operating Partnership or our subsidiary REITs. Partnerships are not subject to U.S. federal income taxes as revenues and expenses pass through to and are taxed on the owners. Generally, the states and cities where partnerships operate follow the U.S. federal income tax treatment. However, there are a limited number of local and state jurisdictions that tax the taxable income of the Operating Partnership. Accordingly, we provide for income taxes in these jurisdictions for the Operating Partnership. Taxable income related to our TRSs are subject to federal, state and local income taxes at applicable tax rates. Our consolidated income tax provision includes the income tax provision related to the operations of the TRSs as well as state and local income taxes related to the Operating Partnership. Where required, we account for federal and state income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for: i) the future tax consequences attributable to differences between carrying amounts of existing assets and liabilities based on GAAP and the respective carrying amounts for tax purposes, and ii) operating losses and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change in tax rates. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized based on consideration of available evidence. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. Due to the effects of the COVID-19 pandemic, certain of our TRSs have incurred operating losses in the past and are expected to be in a cumulative loss for the foreseeable future. As such, the realizability of our deferred tax assets at March 31, 2021 is not reasonably assured. Therefore, we have recorded a valuation allowance against substantially all of our deferred tax assets at March 31, 2021. |
Fair Value Measurement | Fair Value Measurement Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Directly or indirectly observable inputs, other than quoted prices in active markets. Level 3: Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). Our estimates of fair value were 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 estimation methods may have a material effect on the estimated fair value amounts. 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. We have elected a measurement alternative for equity investments, such as our purchase options, that do not have readily determinable fair values. Under the alternative, our purchase options are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, if any. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Non-controlling interests are reported in the Condensed Consolidated Balance Sheets within equity, separately from stockholders’ equity. Revenue, expenses and net income attributable to both the Company and the non-controlling interests are reported in the Condensed Consolidated Statements of Operations. Our Condensed Consolidated Financial Statements include non-controlling interests related to common units of limited partnership interests (“Common Units”) in the Operating Partnership held by unaffiliated third parties and third-party ownership of a 49% interest in a consolidated joint venture. See "Note 8 - Equity - Non-controlling Interests in Joint Venture" for further information. |
Use of Estimates | Use of Estimates |
New Accounting Standards | New Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) . ASU No. 2020-04 contains practical expedients for reference rate reform related activities that affect debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the effect of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The objective of ASU No. 2020-06 is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The amendments in ASU No. 2020-06 reduce the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging , or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in ASU No. 2020-06 remove certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and clarify the scope and certain requirements under Subtopic 815-40. The amendments also improve the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts in an entity’s own equity. ASU No. 2020-06 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We elected to adopt ASU No. 2020-06 effective January 1, 2021 in connection with our Convertible Notes Offering closed on January 12, 2021 as described in " Note 5 – Debt ." In accordance with the provisions of ASU No. 2020-06, we will account for the convertible notes issued in 2021 entirely as a liability and we will use the if-converted method for diluted share calculations. |
INVESTMENT IN HOTEL PROPERTIE_2
INVESTMENT IN HOTEL PROPERTIES, NET (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Schedule of investment in hotel properties, net | Investment in hotel properties, net is as follows (in thousands): March 31, 2021 December 31, 2020 Hotel buildings and improvements $ 2,068,117 $ 2,066,986 Land 319,603 319,603 Furniture, fixtures and equipment 173,861 173,351 Construction in progress 9,881 8,903 Intangible assets 11,231 11,231 Real estate development loan 19,429 16,508 2,602,122 2,596,582 Less - accumulated depreciation and amortization (517,838) (490,636) $ 2,084,284 $ 2,105,946 |
INVESTMENT IN REAL ESTATE LOA_2
INVESTMENT IN REAL ESTATE LOANS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Schedule of investment in real estate loans | Investment in real estate loans, net is as follows (in thousands): March 31, 2021 December 31, 2020 Real estate loans $ 28,150 $ 28,671 Allowance for credit losses (4,982) (4,982) Investment in real estate loans, net $ 23,168 $ 23,689 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding indebtedness | Debt, net of debt issuance costs, is as follows (in thousands): March 31, 2021 December 31, 2020 Revolving debt $ 87,500 $ 222,500 Term loans 626,500 725,000 Convertible notes 287,500 — Mortgage loans 152,993 153,978 1,154,493 1,101,478 Unamortized debt issuance costs (14,279) (6,733) Debt, net of debt issuance costs $ 1,140,214 $ 1,094,745 |
Schedule of fixed-rate and variable-rate debt, after giving effect to interest rate derivative | Our total fixed-rate and variable-rate debt, after considering our interest rate derivative agreements that are currently effective, is as follows (in thousands): March 31, 2021 Percentage December 31, 2020 Percentage Fixed-rate debt $ 832,336 72% $ 545,754 50% Variable-rate debt 322,157 28% 555,724 50% $ 1,154,493 $ 1,101,478 |
Schedule of the fair value of fixed-rate that is debt not recorded at fair value | Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands): March 31, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Valuation Technique Convertible notes $ 287,500 $ 317,721 $ — $ — Level 1 - Market approach Fixed-rate mortgage loans 144,836 143,685 145,754 143,244 Level 2 - Market approach $ 432,336 $ 461,406 $ 145,754 $ 143,244 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of operating lease maturity | Operating lease maturities as of March 31, 2021 are as follows (in thousands): 2021 $ 1,536 2022 1,842 2023 970 2024 910 2025 913 Thereafter 27,993 Total lease payments (1) 34,164 Less interest (16,041) Total $ 18,123 (1) Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances. |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative financial instruments | Information about our derivative financial instruments at March 31, 2021 and December 31, 2020 is as follows (dollars in thousands): Notional Amount Fair Value Contract date Effective Date Expiration Date Average Annual Effective Fixed Rate March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 October 2, 2017 January 29, 2018 January 31, 2023 1.98 % $ 100,000 $ 100,000 $ (3,287) $ (3,831) October 2, 2017 January 29, 2018 January 31, 2023 1.98 % 100,000 100,000 (3,305) (3,853) June 11, 2018 September 28, 2018 September 30, 2024 2.87 % 75,000 75,000 (6,066) (7,371) June 11, 2018 December 31, 2018 December 31, 2025 2.93 % 125,000 125,000 (11,989) (15,795) $ 400,000 $ 400,000 $ (24,647) $ (30,850) |
Schedule of the location in the financial statements of the gain or loss recognized on derivative financial instruments designated as cash flow hedges | The table below details the location in the financial statements of the gain or loss recognized on derivative financial instruments designated as cash flow hedges (in thousands): For the 2021 2020 Gain (loss) recognized in Other comprehensive income on derivative financial instruments $ 3,885 $ (19,823) Loss reclassified from Other comprehensive income to Interest expense $ (2,318) $ (779) Total Interest expense in which the effects of cash flow hedges are recorded $ (10,788) $ (11,012) |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of common stock activity | Changes in Common Stock during the three months ended March 31, 2021 and 2020 were as follows: For the 2021 2020 Beginning common shares outstanding 105,708,787 105,169,515 Grants under the Equity Plan 626,355 676,171 Common Unit redemptions — 4,956 Performance share and other forfeitures (60,823) (210,897) Shares retained for employee tax withholding requirements (155,605) (65,345) Ending common shares outstanding 106,118,714 105,574,400 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of disclosures concerning financial instruments measured at fair value | Disclosures concerning financial instruments measured at fair value are as follows (in thousands): Fair Value Measurements at March 31, 2021 using Level 1 Level 2 Level 3 Total Assets: Purchase Options related to real estate loans $ — $ — $ 7,161 $ 7,161 Liabilities: Interest rate swaps — 24,647 — 24,647 Fair Value Measurements at December 31, 2020 using Level 1 Level 2 Level 3 Total Assets: Purchase Options related to real estate loans $ — $ — $ 7,161 $ 7,161 Liabilities: Interest rate swaps — 30,850 — 30,850 The fair value of our outstanding Purchase Options at March 31, 2021 and December 31, 2020 were as follows (dollar amounts in thousands): Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Purchase Option value at March 31, 2021 and December 31, 2020 $ 1,600 $ 2,761 $ 2,800 |
Fair value valuation techniques | The estimated fair values of the Purchase Options were based on unobservable inputs for which there is little or no market information available and required us to develop our own assumptions as follows (dollar amounts in thousands): Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Exercise price $ 15,143 $ 17,377 $ 37,800 Term 2.59 (1) (2) 2.68 (1) (2) 1.42 (3) Expected volatility 65.0 % 55.0 % 55.0 % Risk-free rate 0.3 % 0.3 % 0.2 % Expected annualized equity dividend yield 6.5 % 7.5 % — % (1) The purchase option is currently exercisable. (2) The option term is the period from April 1, 2020 through the fully extended original maturity dates of the respective mezzanine loans. (3) The option term is the period from April 1, 2020 through the date in which the development project is completed and the option becomes exercisable. |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of restricted stock awards | The following table summarizes time-based restricted stock award activity under our Equity Plan for the three months ended March 31, 2021: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2020 573,577 $ 10.18 $ 5,168 Granted 366,627 10.47 Vested (219,636) 11.20 Non-vested at March 31, 2021 720,568 $ 10.02 $ 7,292 The following table summarizes performance-based restricted stock activity under the Equity Plan for the three months ended March 31, 2021: Number Weighted Average Aggregate (per share) (in thousands) Non-vested at December 31, 2020 922,239 $ 11.65 $ 8,309 Granted 259,728 14.05 Vested (182,480) 13.73 Forfeited (60,823) 13.73 Non-vested at March 31, 2021 938,664 $ 11.78 $ 9,499 (1) The amounts included in this column represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model. |
Schedule of equity-based compensation expense | Equity-based compensation expense included in Corporate general and administrative expenses in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 was as follows (in thousands): For the 2021 2020 Time-based restricted stock $ 665 $ 602 Performance-based restricted stock 904 873 $ 1,569 $ 1,475 |
Schedule of unrecognized equity-based compensation expense for all non-vested awards | Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $13.3 million at March 31, 2021 and will be recorded as follows (in thousands): Total 2021 2022 2023 2024 2025 Time-based restricted stock $ 6,314 $ 2,247 $ 2,305 $ 1,500 $ 242 $ 20 Performance-based restricted stock 6,987 2,763 2,609 1,413 202 — $ 13,301 $ 5,010 $ 4,914 $ 2,913 $ 444 $ 20 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of the components used to calculate basic and diluted earnings per share | Below is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share): For the 2021 2020 Numerator: Net loss $ (32,871) $ (16,214) Less: Preferred dividends (3,709) (3,709) Allocation to participating securities — (81) Attributable to non-controlling interest in Operating Partnership 54 37 Attributable to non-controlling interests in joint venture 1,452 855 Net loss attributable to common stockholders, net of amount allocated to participating securities $ (35,074) $ (19,112) Denominator: Weighted average common shares outstanding - basic and diluted 104,278 103,995 Loss per share: Basic and diluted $ (0.34) $ (0.18) |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 1 Months Ended | 6 Months Ended | |||||
May 31, 2020hotelRoom | Dec. 31, 2020Roomhotel | Mar. 31, 2021hotelRoomState | Jan. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020hotelRoom | Dec. 06, 2018USD ($) | |
Properties | |||||||
Number of states in which hotel properties are located | State | 23 | ||||||
Number of hotels temporarily suspended | 1 | 6 | |||||
Number of guestrooms temporarily suspended | Room | 252 | 934 | |||||
Number of hotels with guests directed to Sister Properties | 2 | 9 | |||||
Number of guestrooms with guests directed to Sister Properties | Room | 342 | 1,278 | |||||
Number of hotels re-opened | 5 | ||||||
Number of guestrooms re-opened | Room | 682 | ||||||
Number of hotels adjacent to sister properties re-opened | 4 | 3 | |||||
Number of guestrooms adjacent to sister properties re-opened | Room | 506 | 430 | |||||
Conserved cash, on suspension of dividends, quarterly | $ | $ 19,000,000 | ||||||
Conserved cash, on suspension of dividends, annually | $ | $ 75,000,000 | ||||||
Percent of corporate-level staff furloughed | 25.00% | ||||||
Unsecured Debt | $400 Million Revolver | |||||||
Properties | |||||||
Credit facility, maximum borrowing capacity | $ | $ 400,000,000 | ||||||
Convertible notes | Convertible Senior Notes | |||||||
Properties | |||||||
Debt instrument, face amount | $ | $ 287,500,000 | ||||||
Hotels | |||||||
Properties | |||||||
Number of hotel properties | 72 | ||||||
Number of guestrooms | Room | 11,288 | ||||||
Hotels | All hotels other than one acquired in 2019 through joint venture | |||||||
Properties | |||||||
Ownership percentage of equity interests | 100.00% | ||||||
Hotels | Five hotels acquired in 2019 through joint venture | |||||||
Properties | |||||||
Ownership percentage of equity interests | 51.00% | ||||||
Hotels | Wholly Owned Properties [Member] | |||||||
Properties | |||||||
Number of hotel properties | 67 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Impairment of intangible assets | $ 0 | ||
Allowance for doubtful accounts | 400,000 | $ 400,000 | |
Provision for credit losses | $ 100,000 | $ 300,000 | |
GIC | Five hotels acquired in 2019 through joint venture | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Limited partner, ownership percentage | 49.00% |
INVESTMENT IN HOTEL PROPERTIE_3
INVESTMENT IN HOTEL PROPERTIES, NET - Schedule of investment in hotel properties (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Investment in hotel properties, at cost | $ 2,602,122 | $ 2,596,582 |
Less - accumulated depreciation and amortization | (517,838) | (490,636) |
Investment in hotel properties, net | 2,084,284 | 2,105,946 |
Real estate development loan | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Investment in hotel properties, at cost | 19,429 | 16,508 |
Hotel buildings and improvements | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Investment in hotel properties, at cost | 2,068,117 | 2,066,986 |
Land | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Investment in hotel properties, at cost | 319,603 | 319,603 |
Furniture, fixtures and equipment | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Investment in hotel properties, at cost | 173,861 | 173,351 |
Construction in progress | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Investment in hotel properties, at cost | 9,881 | 8,903 |
Intangible assets | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Investment in hotel properties, at cost | $ 11,231 | $ 11,231 |
INVESTMENT IN HOTEL PROPERTIE_4
INVESTMENT IN HOTEL PROPERTIES, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Mezzanine loans | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Loans amount | $ 28.9 | $ 28.9 |
INVESTMENT IN REAL ESTATE LOA_3
INVESTMENT IN REAL ESTATE LOANS - Schedule of Investment in Real Estate Loans, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Investment in real estate loans, net | $ 23,168 | $ 23,689 |
Real Estate Loan | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Real estate loans | 28,150 | 28,671 |
Allowance for credit losses | (4,982) | (4,982) |
Investment in real estate loans, net | $ 23,168 | $ 23,689 |
INVESTMENT IN REAL ESTATE LOA_4
INVESTMENT IN REAL ESTATE LOANS - Additional information (Details) | Jun. 29, 2018USD ($)contract | Mar. 31, 2021USD ($)Loan | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019 | Dec. 31, 2017USD ($)hotelproject | Dec. 31, 2020USD ($)Loan | Dec. 31, 2019USD ($) |
Real estate development loans closed in the fourth quarter of 2017 | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Financing receivable number | project | 3 | |||||||
Financing receivable loans funded | $ 29,600,000 | |||||||
Number of hotel properties | hotel | 3 | |||||||
Loans stated interest rate | 8.00% | |||||||
Financing receivable initial term | 3 years | |||||||
Real Estate Loan 3 | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Number of financing receivable repaid in full | Loan | 1 | |||||||
Proceeds from collection of finance receivables | $ 3,800,000 | |||||||
Mezzanine loans | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Loans stated interest rate | 8.00% | |||||||
Financing receivable interest in hotel upon completion to purchase | 90.00% | 90.00% | ||||||
Period of time after initial option exercise to purchase remaining interests | 5 years | |||||||
Allowance for credit losses | $ 2,600,000 | $ 2,600,000 | ||||||
Number of real estate development projects | Loan | 2 | |||||||
Investment income interest | 2,100,000 | |||||||
Loans commitments to fund | $ 28,900,000 | $ 28,900,000 | ||||||
Real estate development loans closed in the third quarter of 2019 | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Loans stated interest rate | 9.00% | |||||||
Financing receivable interest in hotel upon completion to purchase | 90.00% | 90.00% | ||||||
Period of time after initial option exercise to purchase remaining interests | 5 years | |||||||
Loans commitments to fund | $ 28,900,000 | |||||||
Loans funded | $ 20,300,000 | $ 20,300,000 | ||||||
Amortization of contra-asset | $ 300,000 | $ 300,000 | ||||||
Mortgage loans on real estate effective interest rate | 13.00% | 13.00% | ||||||
Holiday Inn and Hilton Garden Inn | Disposed of by Sale | Duluth, GA | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Aggregate sales price | $ 24,900,000 | |||||||
Financing receivable amount provided to seller | $ 3,600,000 | $ 2,400,000 | $ 2,400,000 | |||||
Financing receivable, number of second mortgage notes | contract | 2 | |||||||
Financing receivable term | 3 years 6 months | |||||||
Financing receivable interest rate | 7.38% | |||||||
Letter of Credit | Unsecured Debt | Real estate development loans closed in the third quarter of 2019 | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 10,000,000 | 10,000,000 | ||||||
Other assets | Mezzanine loans | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Financing receivable purchase options related to real estate loans | 4,400,000 | 4,400,000 | ||||||
Other assets | Real estate development loans closed in the third quarter of 2019 | ||||||||
Financing Receivable, Impaired [Line Items] | ||||||||
Financing receivable purchase options related to real estate loans | $ 2,800,000 | $ 2,800,000 |
DEBT - Narratives (Details)
DEBT - Narratives (Details) | Apr. 29, 2021 | Jan. 12, 2021$ / shares | Jan. 07, 2021USD ($) | Oct. 08, 2019USD ($) | Jan. 31, 2019 | Feb. 15, 2018USD ($) | Sep. 26, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2021USD ($)Propertyhotel$ / shares | Mar. 31, 2020USD ($) | Feb. 05, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 06, 2018USD ($) | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||||||||||
Weighted average interest rate for all borrowings | 3.27% | 3.43% | ||||||||||||
Amortization of debt issuance costs | $ 1,011,000 | $ 457,000 | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 8.72 | |||||||||||||
Long-term debt | $ 1,140,214,000 | $ 1,094,745,000 | ||||||||||||
Joint Venture Credit Facility | Line of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, maximum borrowing capacity | $ 500,000,000 | |||||||||||||
Debt, total commitments amount | 300,000,000 | |||||||||||||
Credit facility, current borrowing capacity | 200,000,000 | |||||||||||||
Joint Venture Credit Facility | Line of Credit | Through the fourth quarter of 2021 | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt covenant, maximum leverage ratio and borrowing base leverage ratio | 0.550 | |||||||||||||
Joint Venture Credit Facility | Line of Credit | First and second quarters of 2022 | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt covenant, maximum leverage ratio and borrowing base leverage ratio | 0.650 | |||||||||||||
Joint Venture Credit Facility | Line of Credit | Third quarter of 2022 through the initial maturity date | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt covenant, maximum leverage ratio and borrowing base leverage ratio | 0.600 | |||||||||||||
Joint Venture Credit Facility | Line of Credit | Any Extension Period | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt covenant, maximum leverage ratio and borrowing base leverage ratio | 0.550 | |||||||||||||
$125 Million Revolver | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, maximum borrowing capacity | $ 125,000,000 | |||||||||||||
Debt instrument extension term | 12 months | |||||||||||||
$125 Million Revolver | Revolving Credit Facility | Covenant waiver period | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.30% | |||||||||||||
$125 Million Revolver | Revolving Credit Facility | After covenant waiver period | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.15% | |||||||||||||
$125 Million Revolver | LIBOR | Line of Credit | Option One | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.15% | |||||||||||||
$125 Million Revolver | LIBOR | Line of Credit | Option Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.15% | |||||||||||||
$75 Million Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 75,000,000 | |||||||||||||
Debt instrument extension term | 12 months | |||||||||||||
Difference of basis spread on variable rate | 0.05% | |||||||||||||
$75 Million Term Loan | Covenant waiver period | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.25% | |||||||||||||
$75 Million Term Loan | After covenant waiver period | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.10% | |||||||||||||
Secured debt | Non-recourse Loan | Metabank | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 47,600,000 | |||||||||||||
Fixed interest rate | 4.44% | |||||||||||||
Debt instrument, interest only payments term | 24 months | 18 months | ||||||||||||
Debt instrument, amortization period after interest only payments period | 25 years | |||||||||||||
Number of properties that served as collateral for loans | hotel | 3 | |||||||||||||
Secured debt | Mortgage loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of properties that served as collateral for loans | Property | 15 | |||||||||||||
Long-term debt | $ 153,000,000 | |||||||||||||
Unsecured debt | 2018 Senior Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, maximum borrowing capacity | $ 600,000,000 | |||||||||||||
Line of credit amount borrowed | 220,000,000 | |||||||||||||
Amount available for borrowing | 320,000,000 | |||||||||||||
Conditional additional borrowing capacity | $ 50,000,000 | |||||||||||||
Debt, total commitments amount | 300,000,000 | |||||||||||||
Unsecured debt | $400 Million Revolver | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, maximum borrowing capacity | 400,000,000 | |||||||||||||
Unsecured debt | $400 Million Revolver | LIBOR | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.40% | |||||||||||||
Unsecured debt | $400 Million Revolver | LIBOR | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 1.40% | |||||||||||||
Unsecured debt | $200 Million Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 200,000,000 | |||||||||||||
Debt instrument, effective interest rate | 2.60% | |||||||||||||
Unsecured debt | $200 Million Term Loan | LIBOR | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.35% | |||||||||||||
Unsecured debt | $200 Million Term Loan | LIBOR | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 1.35% | |||||||||||||
Unsecured debt | Amended 2018 Senior Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conditional additional borrowing capacity | $ 50,000,000 | |||||||||||||
Additional borrowing capacity | 350,000,000 | |||||||||||||
Debt covenant liquidity amount | $ 150,000,000 | |||||||||||||
Unsecured debt | 2018 Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 225,000,000 | |||||||||||||
Debt, total commitments amount | $ 150,000,000 | |||||||||||||
Debt instrument, effective interest rate | 2.40% | |||||||||||||
Unsecured debt | 2018 Term Loan | LIBOR | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 1.95% | |||||||||||||
Unsecured debt | 2018 Term Loan | LIBOR | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 1.35% | |||||||||||||
Unsecured debt | 2017 Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 225,000,000 | |||||||||||||
Debt, total commitments amount | $ 175,000,000 | |||||||||||||
Debt instrument, effective interest rate | 2.70% | |||||||||||||
Unsecured debt | 2017 Term Loan | LIBOR | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 2.25% | |||||||||||||
Unsecured debt | 2017 Term Loan | LIBOR | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt basis spread on variable rate | 1.45% | |||||||||||||
Convertible notes | 1.50% Convertible Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 287,500,000 | |||||||||||||
Debt instrument, effective interest rate | 2.00% | |||||||||||||
Fixed interest rate | 1.50% | |||||||||||||
Coupon interest expense | $ 900,000 | |||||||||||||
Amortization of debt issuance costs | 400,000 | |||||||||||||
Debt issuance costs | $ 7,500,000 | |||||||||||||
Proceeds from convertible debt | $ 280,000,000 | |||||||||||||
Debt instrument, conversion ratio | 0.0834028 | |||||||||||||
Conversion price, debt instruments (in dollars per share) | $ / shares | $ 11.99 | |||||||||||||
Conversion price, premium percentage | 37.50% | |||||||||||||
Debt instrument convertible strike price of capped call transactions (in dollars per share) | $ / shares | $ 15.26 | |||||||||||||
Debt instrument convertible strike price of capped call transactions premium percentage | 75.00% | |||||||||||||
Convertible notes | 1.50% Convertible Senior Notes | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, conversion ratio | 0.1146788 | |||||||||||||
Fair Value | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt with variable interest rates that had been converted to fixed interest rates | $ 400,000,000 | $ 400,000,000 |
DEBT - Schedule of debt (Detail
DEBT - Schedule of debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt, gross | $ 1,154,493 | $ 1,101,478 |
Unamortized debt issuance costs | (14,279) | (6,733) |
Debt, net of debt issuance costs | 1,140,214 | 1,094,745 |
Unsecured debt | Revolving debt | ||
Debt Instrument [Line Items] | ||
Debt, gross | 87,500 | 222,500 |
Unsecured debt | Term loans | ||
Debt Instrument [Line Items] | ||
Debt, gross | 626,500 | 725,000 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Debt, gross | 287,500 | 0 |
Mortgage loans | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 152,993 | $ 153,978 |
DEBT - Fixed-Rate and Variable-
DEBT - Fixed-Rate and Variable-Rate Debt, after Giving Effect to Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Fixed-rate debt | $ 832,336 | $ 545,754 |
Fixed rate debt, percentage | 72.00% | 50.00% |
Variable-rate debt | $ 322,157 | $ 555,724 |
Variable-rate debt, percentage | 28.00% | 50.00% |
Debt, gross | $ 1,154,493 | $ 1,101,478 |
DEBT - Fair Value of Fixed-Rate
DEBT - Fair Value of Fixed-Rate Debt not Recorded at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt | ||
Fixed-rate debt | $ 832,336 | $ 545,754 |
Carrying Value | ||
Debt | ||
Fixed-rate debt | 432,336 | 145,754 |
Carrying Value | Mortgage loans | ||
Debt | ||
Fixed-rate debt | 144,836 | 145,754 |
Carrying Value | Level 1 | Convertible notes | ||
Debt | ||
Fixed-rate debt | 287,500 | |
Fair Value | ||
Debt | ||
Fixed-rate debt | 461,406 | 143,244 |
Fair Value | Level 1 | Convertible notes | ||
Debt | ||
Fixed-rate debt | 317,721 | |
Fair Value | Level 2 | Mortgage loans | ||
Debt | ||
Fixed-rate debt | $ 143,685 | $ 143,244 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Tenant income | $ 0.6 | $ 0.5 |
Operating lease weighted average discount rate | 4.91% | |
Operating lease cost | $ 0.8 | 0.9 |
Operating cash outflows from operating leases | $ 0.7 | $ 0.8 |
Operating lease weighted average remaining lease term | 28 years 2 months 12 days | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease remaining term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease remaining term | 77 years |
LEASES - Operating lease maturi
LEASES - Operating lease maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 1,536 | |
2022 | 1,842 | |
2023 | 970 | |
2024 | 910 | |
2025 | 913 | |
Thereafter | 27,993 | |
Total lease payments | 34,164 | |
Less interest | (16,041) | |
Total | $ 18,123 | $ 18,438 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Schedule of derivative financial instruments (Details) - Designated as hedges - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Interest rate swaps | ||
Derivative financial instruments and hedging | ||
Notional Amount | $ 400,000 | $ 400,000 |
Fair Value | $ (24,647) | (30,850) |
Interest Rate Swap Expiring January 31, 2023 One | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 1.98% | |
Notional Amount | $ 100,000 | 100,000 |
Fair Value | $ (3,287) | (3,831) |
Interest Rate Swap Expiring January 31, 2023 Two | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 1.98% | |
Notional Amount | $ 100,000 | 100,000 |
Fair Value | $ (3,305) | (3,853) |
Interest Rate Swap Expiring September 30, 2024 | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 2.87% | |
Notional Amount | $ 75,000 | 75,000 |
Fair Value | $ (6,066) | (7,371) |
Interest Rate Swap Expiring December 31, 2025 | ||
Derivative financial instruments and hedging | ||
Average Annual Effective Fixed Rate | 2.93% | |
Notional Amount | $ 125,000 | 125,000 |
Fair Value | $ (11,989) | $ (15,795) |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Interest rate swaps | |
Derivative [Line Items] | |
Reclassification from other comprehensive income in next 12 months | $ 9.3 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING - Schedule of gain or loss recognized on derivative financial instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative instruments, gain (loss) recognized | ||
Total Interest expense in which the effects of cash flow hedges are recorded | $ (10,788) | $ (11,012) |
Cash flow hedges | Interest rate swaps | ||
Derivative instruments, gain (loss) recognized | ||
Gain (loss) recognized in Other comprehensive income on derivative financial instruments | 3,885 | (19,823) |
Total Interest expense in which the effects of cash flow hedges are recorded | (10,788) | (11,012) |
Cash flow hedges | Interest rate swaps | Interest expense | ||
Derivative instruments, gain (loss) recognized | ||
Loss reclassified from Other comprehensive income to Interest expense | $ (2,318) | $ (779) |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) | May 25, 2017USD ($) | Mar. 31, 2021hotelVote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, number of votes | Vote | 1 | ||
Sale of stock aggregate offering price | $ | $ 200,000,000 | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Hotels | |||
Class of Stock [Line Items] | |||
Number of hotel properties | hotel | 72 | ||
Undesignated preferred stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 90,600,000 | ||
6.45% Series D Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 3,000,000 | ||
Preferred stock, dividend rate | 6.45% | 6.45% | |
Annual dividend rate per share (in dollars per share) | $ / shares | $ 1.6125 | ||
6.45% Series D Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Ratio for conversion | 3.9216 | ||
6.25% Series E Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,400,000 | ||
Preferred stock, dividend rate | 6.25% | 6.25% | |
Annual dividend rate per share (in dollars per share) | $ / shares | $ 1.5625 | ||
6.25% Series E Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Ratio for conversion | 3.1686 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | ||
Joint Venture with GIC | Hotels | |||
Class of Stock [Line Items] | |||
Number of hotel properties | hotel | 5 | ||
Unaffiliated Third Parties | Operating partnership | |||
Class of Stock [Line Items] | |||
Limited partner capital account units conversion ratio | 1 | ||
Five hotels acquired in 2019 through joint venture | |||
Class of Stock [Line Items] | |||
General partner, ownership interest | 51.00% | ||
Five hotels acquired in 2019 through joint venture | GIC | |||
Class of Stock [Line Items] | |||
Limited partner, ownership percentage | 49.00% | ||
Operating partnership | Unaffiliated Third Parties | |||
Class of Stock [Line Items] | |||
Number of common units of operating partnership owned by unaffiliated third parties (in shares) | 161,742 | 161,742 | |
Limited partner, ownership percentage | 1.00% | 1.00% |
EQUITY - Changes in Common Stoc
EQUITY - Changes in Common Stock (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Changes in Common Stock [Roll Forward] | ||
Beginning common shares outstanding (in shares) | 105,708,787 | 105,169,515 |
Grants (in shares) | 626,355 | 676,171 |
Common Unit redemptions (in shares) | 0 | 4,956 |
Performance share and other forfeitures (in shares) | (60,823) | (210,897) |
Shares retained for employee tax withholding requirements (in shares) | (155,605) | (65,345) |
Ending common shares outstanding (in shares) | 106,118,714 | 105,574,400 |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of Financial Instruments Measured at Fair Value (Details) - Recurring basis - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Purchase Options related to real estate loans | $ 7,161 | $ 7,161 |
Level 1 | ||
Assets: | ||
Purchase Options related to real estate loans | 0 | 0 |
Level 2 | ||
Assets: | ||
Purchase Options related to real estate loans | 0 | 0 |
Level 3 | ||
Assets: | ||
Purchase Options related to real estate loans | 7,161 | 7,161 |
Interest rate swaps | ||
Liabilities: | ||
Derivative liabilities | 24,647 | 30,850 |
Interest rate swaps | Level 1 | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Interest rate swaps | Level 2 | ||
Liabilities: | ||
Derivative liabilities | 24,647 | 30,850 |
Interest rate swaps | Level 3 | ||
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENT - Sche_2
FAIR VALUE MEASUREMENT - Schedule of Unobservable Inputs for Fair Values of Purchase Options (Details) - Recurring basis - Level 3 $ / shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Real Estate Loan 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, term | 2 years 7 months 2 days |
Real Estate Loan 1 | Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 15,143 |
Real Estate Loan 1 | Expected volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.650 |
Real Estate Loan 1 | Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.003 |
Real Estate Loan 1 | Expected annualized equity dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.065 |
Real Estate Loan 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, term | 2 years 8 months 4 days |
Real Estate Loan 2 | Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 17,377 |
Real Estate Loan 2 | Expected volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.550 |
Real Estate Loan 2 | Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.003 |
Real Estate Loan 2 | Expected annualized equity dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.075 |
Real Estate Loan 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, term | 1 year 5 months 1 day |
Real Estate Loan 3 | Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 37,800 |
Real Estate Loan 3 | Expected volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.550 |
Real Estate Loan 3 | Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0.002 |
Real Estate Loan 3 | Expected annualized equity dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Purchase options, measurement input | 0 |
FAIR VALUE MEASUREMENT - Purcha
FAIR VALUE MEASUREMENT - Purchase Option Value (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Real Estate Loan 1 | |
Purchase Option Roll Forward [Roll Forward] | |
Purchase Option Value, beginning balance | $ 1,600 |
Purchase Option Value, ending balance | 1,600 |
Real Estate Loan 2 | |
Purchase Option Roll Forward [Roll Forward] | |
Purchase Option Value, beginning balance | 2,761 |
Purchase Option Value, ending balance | 2,761 |
Real Estate Loan 3 | |
Purchase Option Roll Forward [Roll Forward] | |
Purchase Option Value, beginning balance | 2,800 |
Purchase Option Value, ending balance | $ 2,800 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Restricted Cash (Details) $ in Thousands | Apr. 13, 2020USD ($)hotelinstallment | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | |||
Restricted cash released | $ 1,600 | ||
Number of hotels to benefit from restricted cash | hotel | 7 | ||
Restrict cash, borrowed reserve | $ 8,900 | ||
Borrowed reserve, number of payment installments | installment | 10 | ||
Borrowed reserve, installment payment beginning period prior to renovation date | 12 months | ||
Borrowed reserve, lump sum payment period prior to renovation date | 60 days | ||
Borrowed reserve not obligated | $ 500 | ||
Restricted cash | $ 20,032 | $ 18,177 | |
Minimum | |||
Loss Contingencies [Line Items] | |||
Restricted cash reserve as percentage of hotel revenues | 2.00% | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Restricted cash reserve as percentage of hotel revenues | 5.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Franchise and Management Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Franchise agreements | ||
Commitments and contingencies | ||
Fees related to the agreement | $ 4.1 | $ 9.5 |
Management Agreements | ||
Commitments and contingencies | ||
Fees related to the agreement | $ 1.6 | $ 3.1 |
Management Agreements | Maximum | ||
Commitments and contingencies | ||
Term of contract | 5 years |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock options (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options forfeited (in shares) | 235 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options term | 5 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options term | 10 years |
EQUITY-BASED COMPENSATION - Tim
EQUITY-BASED COMPENSATION - Time-Based Restricted Stock Awards (Details) - Restricted Stock Awards - Time-based restricted stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Non-vested at the beginning of period (in shares) | 573,577 | |
Granted (in shares) | 366,627 | |
Vested (in shares) | (219,636) | |
Non-vested at the end of period (in shares) | 720,568 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at the beginning of period (in dollars per share) | $ 10.18 | |
Granted (in dollars per share) | 10.47 | |
Vested (in dollars per share) | 11.20 | |
Non-vested at the end of period (in dollars per share) | $ 10.02 | |
Aggregate Current Value | ||
Non-vested outstanding | $ 7,292 | $ 5,168 |
Employees | ||
Aggregate Current Value | ||
Vesting period | 4 years | |
Employees | Period one | ||
Aggregate Current Value | ||
Vesting percentage | 20.00% | |
Employees | Period two | ||
Aggregate Current Value | ||
Vesting percentage | 20.00% | |
Employees | Period three | ||
Aggregate Current Value | ||
Vesting percentage | 20.00% | |
Employees | Period four | ||
Aggregate Current Value | ||
Vesting percentage | 40.00% | |
Executive officers | ||
Aggregate Current Value | ||
Vesting period | 3 years | |
Executive officers | Period one | ||
Aggregate Current Value | ||
Vesting percentage | 25.00% | |
Executive officers | Period two | ||
Aggregate Current Value | ||
Vesting percentage | 25.00% | |
Executive officers | Period three | ||
Aggregate Current Value | ||
Vesting percentage | 50.00% |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance-Based Restricted Stock Awards (Details) - Restricted Stock Awards - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Maximum | Executive officers | ||
Aggregate Current Value | ||
Number of shares may earn, as multiple of shares granted | 200.00% | |
Minimum | Executive officers | ||
Aggregate Current Value | ||
Number of shares may earn, as multiple of shares granted | 0.00% | |
Performance-based restricted stock | ||
Number of Shares | ||
Non-vested at the beginning of period (in shares) | 922,239 | |
Granted (in shares) | 259,728 | |
Vested (in shares) | (182,480) | |
Forfeited (in shares) | (60,823) | |
Non-vested at the end of period (in shares) | 938,664 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at the beginning of period (in dollars per share) | $ 11.65 | |
Granted (in dollars per share) | 14.05 | |
Vested (in dollars per share) | 13.73 | |
Forfeited (in dollars per share) | 13.73 | |
Non-vested at the end of period (in dollars per share) | $ 11.78 | |
Aggregate Current Value | ||
Non-vested outstanding | $ 9,499 | $ 8,309 |
Vesting period | 3 years |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Compensation expense to be recognized | ||
Unrecognized compensation costs related to non-vested awards | $ 13,301 | |
2021 | 5,010 | |
2022 | 4,914 | |
2023 | 2,913 | |
2024 | 444 | |
2025 | 20 | |
Corporate general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 1,569 | $ 1,475 |
Time-based restricted stock | Restricted Stock Awards | ||
Compensation expense to be recognized | ||
Unrecognized compensation costs related to non-vested awards | 6,314 | |
2021 | 2,247 | |
2022 | 2,305 | |
2023 | 1,500 | |
2024 | 242 | |
2025 | 20 | |
Time-based restricted stock | Restricted Stock Awards | Corporate general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 665 | 602 |
Performance-based restricted stock | Restricted Stock Awards | ||
Compensation expense to be recognized | ||
Unrecognized compensation costs related to non-vested awards | 6,987 | |
2021 | 2,763 | |
2022 | 2,609 | |
2023 | 1,413 | |
2024 | 202 | |
2025 | 0 | |
Performance-based restricted stock | Restricted Stock Awards | Corporate general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 904 | $ 873 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 105,000 | $ 1,968,000 |
Discrete non-cash deferred income tax | $ 2,100,000 | |
Unrecognized tax benefits | 0 | |
Estimated employee retention tax credit, cares act | $ 1,300,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (32,871) | $ (16,214) |
Less: Preferred dividends | (3,709) | (3,709) |
Allocation to participating securities | 0 | (81) |
Attributable to non-controlling interest in Operating Partnership | 54 | 37 |
Attributable to non-controlling interests in joint venture | (1,452) | (855) |
Net loss attributable to common stockholders, net of amount allocated to participating securities | $ (35,074) | $ (19,112) |
Denominator: | ||
Weighted average common shares outstanding - basic (in shares) | 104,278 | 103,995 |
Weighted average common shares outstanding - diluted (in shares) | 104,278 | 103,995 |
Loss per share: | ||
Basic (in dollars per share) | $ (0.34) | $ (0.18) |
Diluted (in dollars per share) | $ (0.34) | $ (0.18) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions | May 01, 2021USD ($)hotelRoom | Apr. 30, 2021$ / shares | Mar. 31, 2021Roomhotel | Dec. 31, 2020 |
Joint Venture with GIC | GIC | ||||
Subsequent events | ||||
Limited partner, ownership percentage | 49.00% | |||
Subsequent Event | ||||
Subsequent events | ||||
Consideration for hotel property portfolio activity | $ 172 | |||
Proceeds from hotel property portfolio contribution, portion used for debt repayment | 62.5 | |||
Proceeds from hotel property portfolio contribution, portion to increase acquisition allotment | 20.9 | |||
Subsequent Event | GIC | ||||
Subsequent events | ||||
Cash contribution to acquire interest in joint venture | $ 84.3 | |||
Hotels | ||||
Subsequent events | ||||
Number of hotel properties | hotel | 72 | |||
Number of guestrooms | Room | 11,288 | |||
Hotels | Subsequent Event | Six Hotels Contributed In 2021 Into Joint Venture | ||||
Subsequent events | ||||
Number of hotel properties | hotel | 6 | |||
Number of guestrooms | Room | 846 | |||
6.45% Series D Preferred Stock | ||||
Subsequent events | ||||
Preferred stock, dividend rate | 6.45% | 6.45% | ||
6.45% Series D Preferred Stock | Subsequent Event | ||||
Subsequent events | ||||
Cash dividends declared, preferred stock (in dollars per share) | $ / shares | $ 0.403125 | |||
Preferred stock, dividend rate | 6.45% | |||
6.25% Series E Preferred Stock | ||||
Subsequent events | ||||
Preferred stock, dividend rate | 6.25% | 6.25% | ||
6.25% Series E Preferred Stock | Subsequent Event | ||||
Subsequent events | ||||
Cash dividends declared, preferred stock (in dollars per share) | $ / shares | $ 0.390625 | |||
Preferred stock, dividend rate | 6.25% |