Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with our audited consolidated financial
statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations in our Annual Report on Form 10-K for the year ended
December 31, 2020 and our unaudited interim consolidated financial statements
included in this Quarterly Report on Form 10-Q.
References to "we," "our," "us," and the "Company" refer to Condor Hospitality
Trust, Inc., including, as the context requires, its direct and indirect
subsidiaries.
Forward-Looking Statements
Certain information both included and incorporated by reference in this Form
10-Q may contain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and as such may involve known and unknown
risks, uncertainties, and other factors which may cause our actual results,
performance, or achievements to be materially different from future results,
performance, or achievements expressed or implied by such forward-looking
statements. These forward-looking statements are based on assumptions that
management has made in light of experience in the business in which we operate,
as well as management's perceptions of historical trends, current conditions,
expected future developments, and other factors believed to be appropriate under
the circumstances. These statements are not guarantees of performance or
results. They involve risks, uncertainties (some of which are beyond our
control), and assumptions. Management believes that these forward-looking
statements are based on reasonable assumptions.
Forward-looking statements, which are based on certain assumptions and describe
our future plans, strategies, and expectations are generally identifiable by use
of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend," or "project" or the negative thereof or other variations
thereon or comparable terminology. Factors which could have a material adverse
effect on our operations and future prospects include, but are not limited to,
changes in economic conditions generally and the real estate market
specifically, legislative/regulatory changes (including changes to laws
governing the taxation of real estate investment trusts), availability of
capital, risks associated with debt financing, interest rates, competition,
supply and demand for hotel rooms in our current and proposed market areas,
policies and guidelines applicable to real estate investment trusts, risks
related to uncertainty and disruption in global economic markets as a result of
COVID-19 (commonly referred to as the coronavirus), and other risks and
uncertainties described herein, and in our filings with the Securities and
Exchange Commission ("SEC") from time to time. These risks and uncertainties
should be considered in evaluating any forward-looking statements contained or
incorporated by reference herein. We caution readers not to place undue reliance
on any forward-looking statements included in this report which speak only as of
the date of this report.
Background
Condor Hospitality Trust, Inc. ("Condor" or the "Company"), a Maryland
corporation, is a self-administered real estate investment trust ("REIT") for
federal income tax purposes that specializes in the investment and ownership of
high quality select service, limited service, extended stay, and compact full
service hotels. As of September 30, 2021, the Company owned 15 hotels,
representing 1,908 rooms, in eight states.
We conduct our business through a traditional umbrella partnership REIT, or
UPREIT, in which our hotel properties are owned by our operating partnership,
Condor Hospitality Limited Partnership and its subsidiaries (the "operating
partnership"), for which we serve as general partner. As of September 30, 2021,
we owned approximately 99.9% of the common operating units ("common units") in
the operating partnership. In the future, the operating partnership may issue
limited partnership interests to third parties from time to time in connection
with our acquisition of hotel properties or the raising of capital.
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In order for the income from our hotel property investments to constitute "rents
from real properties" for purposes of the gross income tests required by the
Internal Revenue Service ("IRS") for REIT qualification, the income we earn
cannot be derived from the operation of any of our hotels. Therefore, the
operating partnership and its subsidiaries lease our hotel properties to the
Company's wholly owned taxable REIT subsidiary, TRS Leasing, Inc., and its
wholly owned subsidiaries (the "TRS"). The TRS in turn engages third-party
eligible independent contractors to manage the hotels. The operating
partnership, the TRS, and their respective subsidiaries are consolidated into
the Company's financial statements.
Historically, as a result of the geographic areas in which we operate, the
operations of our hotels have been seasonal in nature. Generally, occupancy
rates, revenue, and operating income have been greater in the second and third
quarters of the calendar year than in the first and fourth quarters, with the
exception of our hotels located in Florida, which experience peak demand in the
first and fourth quarters annually.
Hotel Purchase and Sale Agreement
On June 21, 2021, the Company announced that its board of directors is
evaluating strategic alternatives to enhance shareholder value. On September 23,
2021, the Company announced that the Company and B9 Cowboy Mezz A LLC, a
Delaware limited liability company and affiliate of Blackstone Real Estate
Partners (the "Buyer"), entered into a Hotel Purchase and Sale Agreement (the
"Purchase Agreement"). The Purchase Agreement provides that, upon the terms and
subject to the conditions set forth therein, the Buyer will acquire Company's
portfolio of 15 hotels (the "Portfolio") (for a cash purchase price of $305.0
million (the "Portfolio Sale"). The Portfolio Sale and the other transactions
contemplated by the Purchase Agreement were unanimously approved by the
Company's board of directors. The Buyer deposited $15.0 million of the purchase
price in escrow (the "Deposit") within one business day of signing the Purchase
Agreement.
The consummation of the Portfolio Sale is subject to certain customary closing
conditions, including, among others, approval of the Portfolio Sale (the
"Portfolio Sale Proposal") by the affirmative vote of the holders of at least
50% of the outstanding shares of Company common stock entitled to vote on the
matter (the "Company Shareholder Approval"). The Purchase Agreement requires the
Company to convene a shareholders' meeting (the "Shareholder Meeting") for
purposes of obtaining the Company Shareholder Approval. The Company has
scheduled the Shareholder Meeting for November 12, 2021.
The Purchase Agreement may be terminated under certain circumstances by the
Company, including prior to obtaining the Company Shareholder Approval and after
following certain procedures and adhering to certain restrictions, if the
Company concurrently enters into a definitive agreement providing for the
implementation of a Superior Proposal and pays a termination fee to the Buyer as
described below. Upon a termination of the Purchase Agreement, under certain
circumstances, the Company will be required to pay a termination fee to the
Buyer of $5.0 million. In certain other circumstances, the Company may terminate
the Purchase Agreement and receive the Deposit from escrow.
Plan of Liquidation
On September 20, 2021 the Company Board unanimously approved a plan of complete
liquidation and dissolution (the "Plan of Liquidation") pursuant to which the
Company would be liquidated and dissolved, subject to approval of the Plan of
Liquidation (the "Liquidation Proposal"), including the liquidation and
dissolution of the Company pursuant thereto, by the Company's shareholders at
the Shareholder Meeting. Shareholder approval of the Plan of Liquidation gives
to the Company Board the power to direct the sale of (or, in certain cases,
otherwise dispose of) all of the Company assets on such terms and in such manner
as determined by the Company Board in its discretion. The Company will not be
required to obtain any further shareholder approval with respect to specific
terms of any particular sales or other dispositions of assets approved by the
Company Board.
The Company anticipates making a distribution of a portion of the net proceeds
of the Portfolio Sale and certain of its other cash on hand after the
consummation and, depending on the timing of, the Portfolio Sale and expects the
final liquidating distribution, if any, to be made on or before a date that is
within 24 months after shareholder approval of the Plan of Liquidation.
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The Company estimates that if the Plan of Liquidation is approved by
shareholders and if it is able to successfully implement the Portfolio Sale and
the Plan of Liquidation, then after the sale of all or substantially all of the
Company's assets and the payment of all of the Company's outstanding
liabilities, the Company will have total distributions to shareholders of
approximately $7.35 to $7.85 per share of Company Common Shares. These estimates
are based upon market, economic, financial and other circumstances and
conditions existing as of the date of this report, and any changes in such
circumstances and conditions during the period under which the Company
implements the Plan of Liquidation could have a material effect on the ultimate
amount of proceeds received by shareholders.
COVID-19 Pandemic
The novel coronavirus (COVID-19) has reduced travel significantly and adversely
affected the hospitality industry in general. The actual and threatened spread
of COVID-19 globally or in the regions in which we operate, or future widespread
outbreak of infectious or contagious disease, can continue to reduce national
and international travel in general. The extent to which the hospitality
industry, and thus our business, will be affected by COVID-19 will largely
depend on future developments which we cannot accurately predict, and the impact
on customer travel, including the duration of the outbreak, the continued spread
and treatment of COVID-19, the impact of new virus variants, the pace of
vaccination, and new information and developments that may emerge concerning the
severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. To the extent that travel activity in the U.S. is and will be
materially and adversely affected by COVID-19, business and financial results of
the hospitality industry, and thus our business and financial results, could be
impacted.
Since late March 2020, similar to the conditions affecting the hospitality
industry as a whole, we have experienced occupancy declines at many of our
properties which have and will continue to require us to adjust our business
operations and will have had and will continue to have an impact on our
operating income and may potentially impact future compliance with our debt
covenants.
As a result of the above factors, the Company is and has taken actions at the
corporate and hotel level, including, but not limited to:
?Obtaining significant modifications of its debt agreements, including extension
of the credit facility to January 2, 2023 with an increase in credit
availability and modifications and waivers of debt covenants, from the majority
of the Company's lenders.
?Asset management working with hotel management companies to reduce all hotels
operating expenses including, but not limited to, closing off multiple floors,
staffing reductions and furloughs, utility consumption reductions, purchasing
reductions and eliminations, contract services reductions and eliminations, food
services closures, exercise facilities closures, and certain reduction and
elimination of certain marketing expenditures.
?Seeking potential alternative revenue sources through health care providers,
government agencies, universities and airlines.
?Obtaining Paycheck Protection Program ("PPP") loans authorized under the
recently congressionally approved Coronavirus Aid, Relief, and Economic Security
("CARES") Act totaling $2.3 million. The entire amount of the loans was used for
payroll, utilities, and interest, and therefore the loans were forgiven by the
Small Business Administration ("SBA") during the second quarter of 2021.
?Pursuing corporate cost reductions, including staffing reductions, resulting in
an approximately 30% decrease in general and administrative expenses compared to
historical operations.
?Capital improvement projects have been suspended except for emergency
circumstances and will remain on hold for immediate future, with the potential
for the suspension to continue through 2021.
?The Company determined that it was advisable and the best business practice to
cause a temporary closure of two of its hotels, the Solomons Hilton Garden Inn
on April 20, 2020 and the Leawood Aloft on April 9, 2020. These hotels were both
reopened on July 1, 2020 and no other hotel closures have been deemed necessary.
We believe the ongoing effects of the COVID-19 pandemic on our operations have
had, and will continue to have, a material negative impact on the hospitality
industry, and thus on our financial results and liquidity, and such negative
impact may continue beyond the containment of the pandemic. While we cannot
assure you that the
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assumptions used to estimate our future liquidity will be correct, the Company
believes it can generate the liquidity required to operate through the crisis
through a combination of the continued operation of our portfolio with
significant cost reduction measures in place, existing availability under our
credit facility, and, if necessary, additional debt and equity financings.
However, there can be no assurance that the Company will be able to obtain such
financing on acceptable terms or at all.
The Company's loans with Great Western Bank (financing the Leawood, Kansas
Aloft) were purchased by OSK X, LLC, an equity fund affiliate of O'Brien Staley
Partners, on December 24, 2020. The Company did not satisfy the financial
covenants for these loans as of September 30, 2021, June 30, 2021, March 31,
2021, or December 31, 2020, as was the case for the first three quarters of
2020. The Company has been advised by OSK X, LLC that it is in default for
failure to comply with the financial covenants as of December 31, 2020 (unlike
Great Western Bank that waived the covenants for the first three quarters of
2020). Under the loan documents with OSK X, LLC, (a) the 90-day cure period
(ended on May 27, 2021) within which the Company could cure the defaults has
expired, (b) default interest at the rate of 8.33% began to accrue on May 27,
2021 and (c) OSK X, LLC is entitled to accelerate the loans and foreclose on the
Leawood, Kansas Aloft. However, the Company believes that there are serious
questions under applicable law about whether OSK X, LLC has the ability to
declare a default, assess interest at the default rate, accelerate the loans or
foreclose on the Leawood, Kansas Aloft due to the impossibility of performance
of financial covenants during the COVID-19 pandemic. The Company intends to seek
any available damages in the event of litigation that may result from the
actions of OSK X, LLC
Our credit facility contains cross-default provisions which would allow the
lenders under our credit facility to declare a default and accelerate our
indebtedness to them if we default on our other loans and such default would
permit that lender to accelerate our indebtedness under any such loan. The
above-described defaults under our loan agreement with OSK X, LLC resulted in a
cross-default under our credit facility as of May 27, 2021. Pursuant to the
terms of the tenth amendment to the credit facility signed on August 12, 2021,
the lenders will not declare a default, accelerate our indebtedness or otherwise
take enforcement action on or before November 1, 2021 (which was extended to
November 30, 2021 on October 15, 2021) as a result of the cross-default that
occurred as of May 27, 2021 due to the above-described defaults under our loan
agreement with OSK X, LLC, subject to the continuing satisfaction of certain
conditions, including no breach or default of certain agreements, active pursuit
of good faith defenses, the absence of certain legal proceedings or bankruptcy
events and the maintenance of $6.0 million of liquidity.
Based on a the current status of the OSK X, LLC loans and the guidance in U.S.
GAAP that requires that, in making a determination for the one year period
following the date of the financial statements, the Company cannot consider
future fundraising activities or the likelihood of obtaining covenant waivers or
amendments, all of which are outside of the Company's sole control, the
Company has determined that there is substantial doubt about the Company's
ability to continue as a going concern for the one year period after the date
the financial statements are issued. The consolidated financial statements have
been prepared assuming that the Company will continue as a going concern and do
not include any adjustments that might result from the outcome of this
uncertainty.
In the event the Portfolio Sale occurs, the Company intends to use the proceeds
to pay its liabilities, including the amounts owed under its debt agreements.
Portfolio Activity
The Company's investment strategy is to assemble a portfolio of premium-branded,
select-service hotels in the top 100 Metropolitan Statistical Areas ("MSAs")
with a particular focus on MSAs ranked between 20 to 60. Since restarting its
portfolio transformation in 2015, the Company has acquired 14 high-quality
select-service hotels representing 1,808 rooms in its target markets for a total
purchase price of $276.6 million. Additionally, during this time, the Company
has sold 55 legacy assets for a total gross sales price of $169.9 million.
Additionally, on February 14, 2020, the Company purchased our joint venture
partner's 20% interest in the joint venture owning the Atlanta Aloft property
(the "Atlanta JV") for $7.3 million. The purchase price was funded with cash
drawn from the credit facility.
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Hotel Property Portfolio and Activity
Hotel Property Portfolio
The following table sets forth certain information with respect to the hotels
owned by us as of September 30, 2021:
Purchase Price
Hotel Name City State Rooms Acquisition Date ?(in thousands)
Hilton Garden Inn Dowell/Solomons MD 100 05/25/2012 $11,500
SpringHill Suites San Antonio TX 116 10/01/2015 $17,500
Courtyard by Marriott Jacksonville FL 120 10/02/2015 $14,000
Hotel Indigo College Park GA 142 10/02/2015 $11,000
Aloft (1) Atlanta GA 254 08/22/2016 $43,550
Aloft Leawood KS 156 12/14/2016 $22,500
Home2 Suites Lexington KY 103 03/24/2017 $16,500
Home2 Suites Round Rock TX 91 03/24/2017 $16,750
Home2 Suites Tallahassee FL 132 03/24/2017 $21,500
Home2 Suites Southaven MS 105 04/14/2017 $19,000
Hampton Inn & Suites Lake Mary FL 130 06/19/2017 $19,250
Fairfield Inn & Suites El Paso TX 124 08/31/2017 $16,400
Residence Inn Austin TX 120 08/31/2017 $22,400
TownePlace Suites Austin TX 122 01/18/2018 $19,750
Home2 Suites Summerville SC 93 02/21/2018 $16,325
Totals 1,908 $287,925
(1)Represents the purchase statistics from the purchase of this hotel by the
originally 80% owned unconsolidated Atlanta JV. The Company purchased the
remaining 20% interest in the Atlanta JV from our joint venture partner on
February 14, 2020 for $7.3 million.
All of our properties are encumbered by either our credit facility or by
mortgage debt at September 30, 2021.
Acquisitions
There were no acquisitions during the three or nine months ended September 30,
2021.
Dispositions
There were no dispositions during the three or nine months ended September 30,
2021.
Operating Performance Metrics
The following tables present our same-store occupancy, average daily rate
("ADR"), and RevPAR for all our hotels owned on September 30, 2021. The
statistics for the Company's two hotels that were temporarily closed due to the
effects of COVID-19, the Solomons Hilton Garden Inn, which was closed on April
2, 2020 and reopened on July 1, 2020, and the Leawood Aloft, which was closed on
April 9, 2020 and reopened on July 1, 2020, include only the periods that the
properties were operational. With the exception of these COVID-19 related
closures, same-store occupancy, ADR, and RevPAR reflect the performance of
hotels during the entire period, regardless of our ownership during the period
presented, including 100% of the operating results of the property owned by the
Atlanta JV in which the Company had an 80% interest prior to the purchase of the
remaining 20% interest on February 14, 2020. Results for the hotels for periods
prior to our ownership were provided to us by prior owners and have not been
adjusted by us or audited or reviewed by our independent auditors.
Three months ended September 30,
2021 2020
Occupancy ADR RevPAR Occupancy ADR RevPAR
Total Same-Store Portfolio 70.47% $ 117.79 $ 83.00 53.15% $ 89.56 $ 47.60
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Nine months ended September 30,
2021 2020
Occupancy ADR RevPAR Occupancy ADR RevPAR
Total Same-Store Portfolio 67.49% $ 105.55 $ 71.24 51.07% $ 104.13 $ 53.17
Total same-store RevPAR increased by 74.4% in the third quarter of 2021, driven
by both an increase in occupancy of 32.6% and an increase in ADR of 31.5% caused
by the decreased impact of the COVID-19 pandemic during the third quarter of
2021. The largest increase in RevPAR during this period were at the San Antonio
SpringHill Suites, the Austin TownePlace Suites, the El Paso Fairfield Inn, the
Solomons Hilton Garden Inn, and the Leawood Aloft.
Total same-store RevPAR increased by 34.0% during the first three quarters of
2021, driven by an increase in occupancy of 32.1% and an increase in ADR of
1.4%. The Company's largest increases in RevPAR during this period were at the
Austin TownePlace Suites, the San Antonio SpringHill Suites, the El Paso
Fairfield Inn, and the Round Rock Home2 Suites.
Results of Operations
Comparison of the three months ended September 30, 2021 to the three months
ended September 30, 2020 (in thousands)
Three months ended September 30,
2021 2020 Change
Revenue $ 15,302 $ 8,841 $ 6,461
Hotel and property operations expense (10,110) (7,334) (2,776)
Depreciation and amortization expense
(2,654) (2,780) 126
General and administrative expense (1,161) (894) (267)
Strategic alternatives, net (1,009) (636) (373)
Net loss on disposition of assets (8) (3) (5)
Net gain (loss) on derivatives and
convertible debt (3,473) 131 (3,604)
Other income (expense), net 38 (4) 42
Interest expense (2,963) (2,103) (860)
Income tax expense (27) (27) -
Net loss $ (6,065) $ (4,809) $ (1,256)
Revenue
Revenue increased by a total of $6,461, or 73.1%, as a result of the increase in
RevPAR resulting from the decreased impact of the COVID-19 pandemic as discussed
above.
Operating Expenses and Interest Expense
Hotel and property operations expense increased by $2,776 as a result of the
increased occupancy discussed above.
Depreciation and amortization expense remained relatively consistent between the
third quarters of 2020 and 2021, decreasing by $126. General and administrative
expenses increased by $267 as a result of increases in compensation costs,
corporate insurance costs, and legal fees.
Interest expense increased in total by $860 largely as a result of the issuance
of the $10,000 face value 2020 Convertible Notes in November of 2020.
Strategic Alternatives, net
Expenses related to the exploration of strategic alternatives increased during
the third quarter of 2021 due to the Company's exploration of strategic
alternatives as previously discussed.
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Net Gain / Loss on Derivatives and Convertible Debt
The change in the gain/loss on derivatives and convertible debt was driven by
differences in the value of the Company's 2020 Convertible Notes, which were
issued during the fourth quarter of 2020. These liability-classified notes saw
an increase in their fair value of $3,600 during the third quarter of 2021.
Income Tax Expense
Income tax expense in both periods was driven primarily by income (loss) earned
by the TRS as well as miscellaneous state taxes owed by the Company. Management
believes the combined federal and state income tax rate for the TRS will be
approximately 24%. Beginning with the second quarter of 2020, after an
assessment of the realizability of deferred tax assets based on projected
reversals of deferred income tax liabilities, projected future taxable income,
and tax planning strategies, the Company recognized a full valuation allowance
against net deferred tax assets, leading to minimal tax expense or benefit being
recognized through the third quarter of 2021.
Comparison of the nine months ended September 30, 2021 to the nine months ended
September 30, 2020 (in thousands)
Nine months ended September 30,
2021 2020 Change
Revenue $ 39,054 $ 26,879 $ 12,175
Hotel and property operations expense (27,021) (22,238) (4,783)
Depreciation and amortization expense (7,945) (8,267) 322
General and administrative expense (3,572) (3,101) (471)
Strategic alternatives, net (1,432) (860) (572)
Net loss on disposition of assets (21) (13) (8)
Equity in earnings of joint venture - 80 (80)
Net loss on derivatives and convertible debt (11,719) (609) (11,110)
Other income (expense), net 2,437 (90) 2,527
Interest expense (7,656) (6,153) (1,503)
Income tax (expense) benefit (81) 340 (421)
Net loss $ (17,956) $ (14,032) $ (3,924)
Revenue
Revenue increased by a total of $12,175, or 45.3%, as a result of the increase
in RevPAR resulting from the decreased impact of the COVID-19 pandemic as
discussed above as well as increased revenue resulting from the acquisition of
the remaining interest in the Atlanta JV during the first quarter of 2020.
Operating Expenses and Interest Expense
Hotel and property operations expense increased by $4,783 as a result of the
increased occupancy discussed above as well as the acquisition of the remaining
interest in the Atlanta JV during the first quarter of 2020.
Depreciation and amortization expense and general and administrative expense
remained relatively consistent between the first three quarters of 2020 and
2021, decreasing by $322 and increasing by $471 between the periods,
respectively.
Interest expense increased in total by $1,503 largely as a result of the
issuance of the $10,000 face value 2020 Convertible Notes in November of 2020.
Strategic Alternatives, net
Expenses related to the exploration of strategic alternatives increased during
the first three quarters of 2021 due to the Company's exploration of strategic
alternatives as previously discussed.
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Net Gain / Loss on Derivatives and Convertible Debt
The change in the gain/loss on derivatives and convertible debt was driven by
differences in the value of the Company's 2020 Convertible Notes, which were
issued during the fourth quarter of 2020. These liability-classified notes saw
an increase in their fair value of $12,120 during the first three quarters of
2021.
Other Income / Expense, net
The increase in other income was a result of a gain on the forgiveness of PPP
loans totaling $2,299 during the second quarter of 2021.
Income Tax Benefit (Expense)
Income tax expense in both periods was driven primarily by income (loss) earned
by the TRS as well as miscellaneous state taxes owed by the Company. Management
believes the combined federal and state income tax rate for the TRS will be
approximately 24%. Beginning with the second quarter of 2020, after an
assessment of the realizability of deferred tax assets based on projected
reversals of deferred income tax liabilities, projected future taxable income,
and tax planning strategies, the Company recognized a full valuation allowance
against net deferred tax assets, leading to minimal tax expense or benefit being
recognized through the third quarter of 2021.
Non-GAAP Financial Measures
Non-GAAP financial measures are measures of our historical financial performance
that are different from measures calculated and presented in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP"). We report Funds from Operations ("FFO"), Adjusted FFO ("AFFO"), Earnings
Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), EBITDA for
real estate ("EBITDAre"), Adjusted EBITDAre, and Hotel EBITDA as non-GAAP
measures that we believe are useful to investors as key measures of our
operating results and which management uses to facilitate a periodic evaluation
of our operating results relative to those of our peers. Our non-GAAP measures
should not be considered as an alternative to U.S. GAAP net earnings as an
indication of financial performance or to U.S. GAAP cash flows from operating
activities as a measure of liquidity. Additionally, these measures are not
indicative of funds available to fund cash needs or our ability to make cash
distributions as they have not been adjusted to consider cash requirements for
capital expenditures, property acquisitions, debt service obligations, or other
commitments.
Funds from Operations ("FFO") & Adjusted FFO ("AFFO")
We calculate FFO in accordance with the standards established by the National
Association of Real Estate Investment Trusts ("NAREIT"), which defines FFO as
net earnings or loss computed in accordance with GAAP, excluding gains or losses
from sales of real estate assets, impairment, and the depreciation and
amortization of real estate assets. FFO is calculated both for the Company in
total and as FFO attributable to common shares and common units, which is FFO
reduced by preferred stock dividends. AFFO is FFO attributable to common shares
and common units adjusted to exclude items we do not believe are representative
of the results from our core operations, including non-cash gains or losses on
derivatives and convertible debt, stock-based compensation expense, amortization
of certain fees, losses on debt extinguishment, and in-kind dividends above
stated rates, and cash charges for acquisition and terminated transaction and
strategic alternatives costs, net of related receipts. All REITs do not
calculate FFO and AFFO in the same manner; therefore, our calculation may not be
the same as the calculation of FFO and AFFO for similar REITs.
We consider FFO to be a useful additional measure of performance for an equity
REIT because it facilitates an understanding of the operating performance of our
properties without giving effect to real estate depreciation and amortization,
which assumes that the value of real estate assets diminishes predictably over
time. Since real estate values have historically risen or fallen with market
conditions, we believe that FFO provides a meaningful indication of our
performance. We believe that AFFO provides useful supplemental information to
investors regarding our ongoing operating performance that, when considered with
net earnings and FFO, is beneficial to an investor's understanding of our
operating performance.
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The following table reconciles net earnings (loss) to FFO and AFFO for the three
and nine months ended September 30, 2021 and 2020 (in thousands). All amounts
presented include only our portion of the results of our unconsolidated Atlanta
JV prior to our acquisition of the remaining 20% interest from our joint venture
partner on February 14, 2020.
Three months ended Nine months ended
September 30, September 30,
Reconciliation of Net loss to FFO and
AFFO 2021 2020 2021 2020
Net loss $ (6,065) $ (4,809) $ (17,956) $ (14,032)
Depreciation and amortization expense 2,654 2,780 7,945 8,267
Depreciation and amortization expense
from JV
- - - 145
Net loss on disposition of assets 8 3 21 13
FFO (3,403) (2,026) (9,990) (5,607)
Dividends undeclared on preferred stock (53) (169) (383) (458)
FFO attributable to common shares and
common units
(3,456) (2,195) (10,373) (6,065)
Net (gain) loss on derivatives and
convertible debt 3,473 (131) 11,719 609
Strategic alternatives, net 1,009 636 1,432 860
Stock-based compensation expense 104 70 315 236
Amortization of deferred financing fees 286 284 739 829
Amortization of deferred financing fees
from JV - - - 93
AFFO attributable to common shares and
common units $ 1,416 $ (1,336) $ 3,832 $ (3,438)
Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"),
EBITDAre, Adjusted EBITDAre, and Hotel EBITDA
We calculate EBITDA, EBITDAre, and Adjusted EBITDAre by adding back to net
earnings or loss certain non-operating expenses and certain non-cash charges
which are based on historical cost accounting that we believe may be of limited
significance in evaluating current performance. We believe these adjustments can
help eliminate the accounting effects of depreciation and amortization and
financing decisions and facilitate comparisons of core operating profitability
between periods. In calculating EBITDA, we add back to net earnings or loss
interest expense, loss on debt extinguishment, income tax expense, and
depreciation and amortization expense. NAREIT adopted EBITDAre in order to
promote an industry-wide measure of REIT operating performance. We adjust EBITDA
by adding back net gain/loss on disposition of assets and impairment charges to
calculate EBITDAre. To calculate Adjusted EBITDAre, we adjust EBITDAre to add
back acquisition and terminated transactions expense and strategic alternatives
expense, net of related receipts, which are cash charges. We also add back
stock-based compensation expense and gain/loss on derivatives and convertible
debt, which are non-cash charges. EBITDA, EBITDAre, and Adjusted EBITDAre, as
presented, may not be comparable to similarly titled measures of other
companies.
We believe EBITDA, EBITDAre, and Adjusted EBITDAre to be useful additional
measures of our operating performance, excluding the impact of our capital
structure (primarily interest expense), our asset base (primarily depreciation
and amortization expense), and other items we do not believe are representative
of the results from our core operations.
The Company further excludes general and administrative expenses, other
non-operating income or expense, and certain hotel and property operations
expenses that are not allocated to individual properties in assessing hotel
performance (primarily certain general liability and other insurance costs and
office and banking fees) from Adjusted EBITDAre to calculate Hotel EBITDA. Hotel
EBITDA, as presented, may not be comparable to similarly titled measures of
other companies.
Hotel EBITDA is intended to isolate property level operational performance over
which the Company's hotel operators have direct control. We believe Hotel EBITDA
is helpful to investors as it better communicates the comparability of our
hotels' operating results for all of the Company's hotel properties and is used
by management to measure the performance of the Company's hotels and the
effectiveness of the operators of the hotels.
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The following table reconciles net earnings (loss) to EBITDA, EBITDAre, Adjusted
EBITDAre, and Hotel EBITDA for the three and nine months ended September 30,
2021 and 2020 (in thousands). All amounts presented include only our portion of
the results of our unconsolidated Atlanta JV prior to our acquisition of the
remaining 20% interest from our joint venture partner on February 14, 2020.
Three months ended Nine months ended
September 30, September 30,
Reconciliation of Net loss to EBITDA, EBITDAre,
Adjusted EBITDAre, and Hotel EBITDA 2021 2020 2021 2020
Net loss $ (6,065) $ (4,809) $ (17,956) $ (14,032)
Interest expense 2,963 2,103 7,656 6,153
Interest expense from JV - - - 225
Income tax expense (benefit) 27 27 81 (340)
Depreciation and amortization expense 2,654 2,780 7,945 8,267
Depreciation and amortization expense from JV - - - 145
EBITDA (421) 101 (2,274) 418
Net loss on disposition of assets 8 3 21 13
EBITDAre (413) 104 (2,253) 431
Net loss (gain) on derivatives and convertible
debt 3,473 (131) 11,719 609
Stock-based compensation expense 104 70 315 236
Strategic alternatives, net 1,009 636 1,432 860
Adjusted EBITDAre 4,173 679 11,213 2,136
General and administrative expense, excluding
stock compensation expense 1,057 824 3,257 2,865
Other (income) expense, net (38) 4 (2,437) 90
Unallocated hotel and property operations
expense 92 55 212 278
Hotel EBITDA $ 5,284 $ 1,562 $ 12,245 $ 5,369
Revenue $ 15,302 $ 8,841 $ 39,054 $ 26,879
JV revenue - - - 1,218
Condor and JV revenue $ 15,302 $ 8,841 $ 39,054 $ 28,097
Hotel EBITDA as a percentage of revenue 34.5% 17.7% 31.4% 19.1%
Liquidity, Capital Resources, and Equity Transactions
Rights Offering
On December 7, 2020, the Company filed a registration statement with the SEC
with respect to the Rights Offering. The registration statement has not become
effective and the Company has not commenced the Rights Offering.
The Company and SREP entered into a backstop commitment agreement on December 7,
2020. Pursuant to the backstop commitment agreement, SREP agreed to backstop the
Rights Offering, if commenced on certain conditions, on a standby basis to
facilitate the transaction, by the Company selling to SREP pursuant to an
exemption from the registration requirements of Section 5 of the Securities Act
provided under Section 4(a)(2) thereof and/or Regulation D thereunder and SREP
purchasing an aggregate number of shares of common stock equal to (x) $10.0
million, minus (y) the aggregate proceeds of the Rights Offering divided by
$2.50, at a price per share equal to $2.50, subject to the terms and conditions
of the backstop commitment agreement. The obligations of SREP under the backstop
commitment agreement are subject to certain conditions, which, among other
conditions, include: (1) that the Rights Offering must occur on or prior to May
31, 2021, and (2) that the Company exempts SREP from the ownership limitation
set forth in the Company's articles of incorporation. The Rights Offering did
not occur on or prior to May 31, 2021 and as of September 30, 2021 SREP (1) has
not advised the Company if it will waive this condition to its obligation and
(2) has not exercised its right to terminate the backstop commitment agreement.
Significant Equity Transactions
The Company received put right notices from all holders of Series E Preferred
Stock of the Company effective June 29, 2021 pursuant to which the holders of
the Series E Preferred Stock gave notice of their election to exercise their
right to require the Company to redeem all 925,000 shares of the Company's
outstanding Series E Preferred Stock held by them at a value per share equal to
130% of the $10 liquidation preference of the Series E Preferred Stock,
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plus accrued and unpaid dividends, on July 29, 2021. On July 29, 2021, the
Company redeemed the Series E Preferred Stock with common stock by issuing
2,686,571 shares of common stock to the holders of the Series E Preferred Shares
pursuant to the terms of the shares, based on the weighted market sale price
average of the common stock for the 30 trading days through June 29, 2021 of
$4.9021 per share. The Common Stock was issued in reliance on the exemption from
registration set forth in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Liquidity Requirements
As previously discussed, due to the COVID-19 pandemic, the hospitality industry
has experienced significant drops in demand. We believe the ongoing effects of
the COVID-19 pandemic on our operations have had, and will continue to have, a
material negative impact on the hospitality industry, and thus on our financial
results and liquidity, and such negative impact may continue beyond the
containment of the pandemic. While we cannot assure you that the assumptions
used to estimate our future liquidity will be correct, the Company believes it
can generate the liquidity required to operate through the crisis through a
combination of the continued operation of our portfolio with significant cost
reduction measures in place, existing availability under our credit facility,
and, if necessary, additional debt and equity financings. However, there can be
no assurance that the Company will be able to obtain such financing on
acceptable terms or at all.
At September 30, 2021, the Company had $5.3 million of cash and cash
equivalents, $6.9 million of restricted cash on hand, and $8.3 million of unused
availability under its credit facility, of which $1.1 million is available for
use only to pay interest on the credit facility and $0.5 million may be
withdrawn without lender approval. Our short-term liquidity requirements consist
primarily of operating expenses and other expenditures directly associated with
our hotel properties, recurring maintenance and capital expenditures necessary
to maintain our hotels in accordance with brand standards, interest expense and
scheduled principal payments on outstanding indebtedness, restricted cash
funding obligations, and the payment of dividends in accordance with the REIT
requirements of the Code. We also presently expect to invest approximately $0.5
million to $1.5 million in capital expenditures related to hotel properties we
currently own through December 31, 2022. As of September 30, 2021, contractual
principal payments on our debt outstanding, including normal amortization,
totaled $25.5 million through December 31, 2022, which includes most
significantly the maturity of the Company's debt with Wells Fargo that has a
balance of $25.0 million at September 30, 2021.
Pursuant to the terms of the ninth amendment to the credit facility, an event of
default occurred when the convertible notes issued in 2020 (see Note) were not
converted to common stock or paid in full by July 1, 2021. The tenth amendment
to the credit facility signed on August 12, 2021 waived this event of default
and amended the provision to provide that it is an event of default if the
convertible notes are not either converted to common stock or paid in full by
October 31, 2021 (which was extended to November 30, 2021 on October 15, 2021).
The Company intends to not cause such an event of default by satisfying the
convertible notes with the Rights Offering, which has a full backstop commitment
(see discussion of Rights Offering above), or otherwise satisfying the
convertible notes with a sale of equity or negotiating an extension of the
November 30, 2021 date with KeyBank.
To maintain our REIT tax status, we generally must distribute at least 90% of
our taxable income to our shareholders annually. In addition, we are subject to
a 4% non-deductible excise tax if the actual amount distributed to shareholders
in a calendar year is less than a minimum amount specified under the federal
income tax laws. We have a general dividend policy of paying out approximately
100% of annual REIT taxable income. The actual amount of any future dividends
will be determined by the Board of Directors based on our actual results of
operations, economic conditions, capital expenditure requirements, and other
factors that the Board of Directors deems relevant.
Additionally, as discussed in depth in Financial Covenants below, on December
24, 2020, the Company's loans with Great Western Bank (financing the Leawood,
Kansas Aloft), with a September 30, 2021 balance of $13.9 million, were
purchased by OSK X, LLC, an equity fund affiliate of O'Brien Staley Partners.
The Company did not satisfy the financial covenants for these loans as of
September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, as was
the case for the first three quarters of 2020. The Company has been advised by
OSK X, LLC that it is in default for failure to comply with the financial
covenants as of December 31, 2020 (unlike Great Western Bank that waived the
covenants for the first three quarters of 2020). The Company is pursuing
negotiations with OSK X, LLC to obtain waivers, and if waivers are unable to be
obtained, the Company plans to refinance the
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debt with existing or new lenders which the Company believes it can successfully
complete. However, waivers and the ability to refinance are at the discretion of
the lenders, and there can be no assurance that the Company will be able to
obtain such waivers or refinancing on acceptable terms or at all.
Under the loan documents with OSK X, LLC, (a) the 90-day cure period (ended on
May 27, 2021) within which the Company could cure the defaults has expired, (b)
default interest at the rate of 8.33% began to accrue on May 27, 2021 and (c)
OSK X, LLC is entitled to accelerate the loans and foreclose on the Leawood,
Kansas Aloft. However, the Company believes that there are serious questions
under applicable law about whether OSK X, LLC has the ability to declare a
default, assess interest at the default rate, accelerate the loans or foreclose
on the Leawood, Kansas Aloft due to the impossibility of performance of
financial covenants during the COVID-19 pandemic. The Company intends to seek
any available damages in the event of litigation that may result from the
actions of OSK X, LLC.
If we fail to pay our indebtedness when due, fail to comply with covenants or
otherwise default on our loans, unless waived, we could incur higher interest
rates during the period of such loan defaults, be required to immediately pay
our indebtedness, and ultimately lose our hotels through lender foreclosure if
we are unable to obtain alternative sources of financing with acceptable terms.
Our credit facility contains cross-default provisions which would allow the
lenders under our credit facility to declare a default and accelerate our
indebtedness to them if we default on our other loans and such default would
permit that lender to accelerate our indebtedness under any such loan. The
above-described defaults under our loan agreement with OSK X, LLC resulted in a
cross-default under our credit facility as of May 27, 2021. Pursuant to the
terms of the tenth amendment to the credit facility signed on August 12, 2021,
the lenders will not declare a default, accelerate our indebtedness or otherwise
take enforcement action on or before November 1, 2021 (which was extended to
November 30, 2021 on October 15, 2021) as a result of the cross-default that
occurred as of May 27, 2021 due to the above-described defaults under our loan
agreement with OSK X, LLC, subject to the continuing satisfaction of certain
conditions, including no breach or default of certain agreements, active pursuit
of good faith defenses, the absence of certain legal proceedings or bankruptcy
events and the maintenance of $6.0 million of liquidity. As indicated above, the
Company is pursuing negotiations with OSK X, LLC to obtain waivers, and if
waivers are unable to be obtained, the Company plans to refinance the debt with
existing or new lenders which the Company believes it can successfully complete.
However, waivers and the ability to refinance are at the discretion of the
lenders, and there can be no assurance that the Company will be able to obtain
such waivers or refinancing on acceptable terms or at all.
Based on a the current status of the OSK X, LLC loans and the guidance in U.S.
GAAP that requires that, in making a determination for the one year period
following the date of the financial statements, the Company cannot consider
future fundraising activities or the likelihood of obtaining covenant waivers or
amendments, all of which are outside of the Company's sole control, the
Company has determined that there is substantial doubt about the Company's
ability to continue as a going concern for the one year period after the date
the financial statements are issued. The consolidated financial statements have
been prepared assuming that the Company will continue as a going concern and do
not include any adjustments that might result from the outcome of this
uncertainty.
In the event the Portfolio Sale occurs, the Company intends to use the proceeds
to pay its liabilities, including the amounts owed under its debt agreements.
Sources and Uses of Cash
Cash provided by (used in) Operating Activities. Cash related to operations was
$3.1 million and ($2.3) million for the nine months ended September 30, 2021 and
2020, respectively. The increase in operating cash flows was the result of an
increase in net income, after adjustment for non-cash items, of $5.1 million due
to the decreased impact of the COVID-19 epidemic during the first three quarters
of 2021 versus the first three quarters of 2020. Changes in operating assets and
liabilities between the periods were individually insignificant.
Cash used in Investing Activities. Cash used by investing activities was $0.7
million and $7.1 million for the nine months ended September 30, 2021 and 2020,
respectively. The decrease in these outflows in 2021 was driven by the $7.2
million in cash, net, spent in the first quarter of 2020 to acquire the
remaining interest in the Atlanta JV, partially offset by dividends received
from the Atlanta JV before its purchase of $0.5 million during the period.
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Cash provided by Financing Activities. Cash provided by financing activities
was $2.3 million and $10.4 million for the nine months ended September 30, 2021
and 2020, respectively. This decrease was primarily the result of cash drawn
under the credit facility to acquire the remaining interest in the Atlanta JV
during the first quarter of 2020.
Outstanding Indebtedness
Significant Debt Transactions
During the second quarter of 2021, the Company's three PPP loans, with balances
totaling $2.3 million, were forgiven by the SBA.
On August 12, 2021, the Company entered into the tenth amendment to its credit
facility with KeyBank which, among other things:
?Provides that the Company may borrow up to $500,000 under the credit facility
without lender approval, which is exclusive of the ability of the Company to
borrow additional amounts with lender approval.
?Increased the interest rate for the credit facility to LIBOR plus 4.00% or a
base rate plus 3.00% as of August 31, 2021. The LIBOR rate is subject to a floor
of 0.50%.
?Waives the event of default that occurred as a result of the convertible notes
issued in 2020 (see Note 7) not being converted to common stock or paid in full
by July 1, 2021.
?Amends the foregoing event of default provision to provide that it is an event
of default if the convertible notes are not either converted to common stock or
paid in full by October 31, 2021 (which was extended to November 30, 2021 on
October 15, 2021). The Company intends to not cause such an event of default by
satisfying the convertible notes with the Rights Offering, which has a full
backstop commitment (see Note 7), or otherwise satisfying the convertible notes
with a sale of equity or negotiating an extension of the November 30, 2021 date
with KeyBank.
?Provides that the lenders will not declare a default, accelerate our
indebtedness or otherwise take enforcement action on or before November 1, 2021
(which was later extended to November 30, 2021 on October 15, 2021) as a result
of the cross-default that occurred as of May 27, 2021 due to the defaults under
our loan agreement with OSK X, LLC, subject to the continuing satisfaction of
certain conditions, including no breach or default of certain agreements, active
pursuit of good faith defenses, the absence of certain legal proceedings or
bankruptcy events and the maintenance of $6.0 million of liquidity.
Outstanding Debt
At September 30, 2021, excluding the Company's two issuances of outstanding
convertible debt (see Note 7), we had long-term debt of $169.0 million, with a
weighted average term to maturity of 1.4 years and a weighted average interest
rate of 4.52%. Of this total, at September 30, 2021, $22.2 million was fixed
rate debt with a weighted average term to maturity of 1.8 years and a weighted
average interest rate of 6.91% and $146.8 million was variable rate debt with a
weighted average term to maturity of 1.2 years and a weighted average interest
rate of 4.15%. At December 31, 2020, excluding the Company's two issuances of
outstanding convertible debt (see Note 7), we had long-term debt of $168.3
million with a weighted average term to maturity of 2.1 years and a weighted
average interest rate of 3.79%. Of this total, at December 31, 2020, $24.8
million was fixed rate debt with a weighted average term to maturity of 2.3
years and a weighted average interest rate of 4.09% and $143.5 million was
variable rate debt with a weighted average term to maturity of 2.0 years and a
weighted average interest rate of 3.74%.
Aggregate annual principal payments on debt for the remainder of 2021 and
thereafter are as follows (in thousands):
Total
Remainder of 2021 $ 207
2022 25,331
2023 135,587
2024 7,840
Total $ 168,965
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Financial Covenants
We are required to satisfy various financial covenants within our debt
agreements, including the following financial covenants within our credit
facility with KeyBank:
?Borrowing Base Debt Service Coverage Ratio: The ratio of adjusted net operating
income from borrowing base properties to debt service for the credit facility
(assuming a 30 year amortization) must be equal to or greater than (a) 1.00 to 1
as of the end of the fiscal quarters ending September 30, 2021 and December 31,
2021, (b) 1.25 to 1 as of the end of the fiscal quarters ending March 31, 2022
and June 30, 2022 and (c) 1.50 to 1 as of the end of the fiscal quarter ending
September 30, 2022 and each fiscal quarter thereafter. For purposes of
calculating compliance with the covenant, annualized results are used until June
30, 2022 when the calculation is based on the most recently ended four fiscal
quarters.
?Fixed Charge Coverage Ratio: The ratio of adjusted consolidated EBITDA to
consolidated fixed charges must be equal to or greater than (a) 1.00 to 1 as of
the end of the fiscal quarters ending September 30, 2021 and December 31, 2021,
(b) 1.25 to 1 as of the end of the fiscal quarters ending March 31, 2022 and
June 30, 2022 and (c) 1.50 to 1 as of the end of the fiscal quarter ending
September 30, 2022 and each fiscal quarter thereafter. For purposes of
calculating compliance with the covenant, annualized results are used until June
30, 2022 when the calculation is based on the most recently ended four fiscal
quarters.
?Borrowing Base Leverage Ratio: The ratio of indebtedness outstanding under the
credit facility to borrowing base asset value (based on updated as-stabilized
appraisals) cannot exceed 65%. The covenant is first tested on March 31, 2022.
?Minimum Liquidity: Liquidity must be greater than or equal to $3,000. In
addition, the ninth amendment to the credit facility provided that if liquidity
is below $6,000, (a) the agent may engage a financial advisor to advise it with
respect to the Company and the credit facility, (b) a $2,000 interest reserve
must be maintained, (c) certain reporting must be completed on a weekly basis
and (d) advances under the credit facility can only be made and applied pursuant
to a cash flow waterfall.
Pursuant to the terms of the ninth amendment to the credit facility, an event of
default occurred when the convertible notes issued in 2020 (see Note 7) were not
converted to common stock or paid in full by July 1, 2021. The tenth amendment
to the credit facility, signed on August 12, 2021, waived this event of default
and amended the provision to provide that it is an event of default if the
convertible notes are not either converted to common stock or paid in full by
October 31, 2021 (which was extended to November 30, 2021 on October 15, 2021).
In the event the Portfolio Sale has not closed and the debt agreement not paid
in full by November 30, 2021, the Company intends to not cause such an event of
default by satisfying the convertible notes with the Rights Offering, which has
a full backstop commitment (see discussion of Rights Offering above), or
otherwise satisfying the convertible notes with a sale of equity or negotiating
an extension of the November 30, 2021 date with KeyBank.
We are also required to satisfy a debt yield financial covenant within our loan
agreement relating to the three properties financed by Wells Fargo Bank. The
loan agreement provides that if the Company fails to satisfy a debt yield
(adjusted net cash flow / outstanding principal amount of the loan) of 10% at
the end of any fiscal quarter, then a cash trap occurs. During a cash trap, the
revenue generated from the hotels is directed to an account controlled by the
lender and used to pay certain hotel expenses and debt service costs and fund
certain reserves. Any excess funds are held by the lender as additional
collateral. Failure to satisfy the debt yield and the occurrence of a cash trap
do not constitute a default under the loan agreement.
In connection with the first amendment to the loan agreement entered into in May
2020, measurement of the debt yield was suspended until the measurement date
occurring on March 31, 2021. The Company did not satisfy the debt yield as of
March 31, 2021, June 30, 2021, or September 30, 2021; however, Wells Fargo has
advised us by letter that it will not require implementation of the cash trap.
This advice is terminable by Wells Fargo at any time. Any cash trap will expire
when the debt yield is equal to or greater than 10.5%.
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We are also required to satisfy various financial covenants within our loan
agreement with OSK X, LLC relating to the Leawood, Kansas Aloft, including the
following:
?Property-Specific Pre-Distribution Debt Service Coverage Ratio. The ratio of
adjusted net operating income for the Leawood, Kansas Aloft (before
distributions) to debt service for the loans must be equal to or greater than
1.35 to 1 as of the end of the fiscal quarter ending September 30, 2021 and each
fiscal quarter thereafter.
?Property-Specific Post-Distribution Debt Service Coverage Ratio. The ratio of
adjusted net operating income for the Leawood, Kansas Aloft (after
distributions) to debt service for the loans must be equal to or greater than
1.35 to 1 as of the end of the fiscal quarter ending September 30, 2021 and each
fiscal quarter thereafter.
?Consolidated Debt Service Coverage Ratio. The ratio of consolidated adjusted
net operating income for the Company to consolidated debt service must be equal
to or greater than 1.05 to 1.
Certain of the terms used in the foregoing descriptions of the financial
covenants within our credit facility and loan agreement have the meanings given
to them in the credit facility and loan agreement, and certain of the financial
covenants are subject to pro forma adjustments for acquisitions and sales of
hotel properties and for specific capital events.
As a result of the actual and anticipated unprecedented negative impact of the
COVID-19 virus on the hotel industry generally, the Company has received waivers
of compliance with financial covenants from various lenders (including Great
Western Bank with respect to the Leawood, Kansas Aloft) for the first three
quarters of 2020. The Company and certain of its other lenders have also
modified various financial covenants by suspending measurements, providing for
lower covenants and/or using annualized results (including Great Western Bank
with respect to the Leawood, Kansas Aloft).
On December 24, 2020, the Company's loans with Great Western Bank (financing the
Leawood, Kansas Aloft), with a September 30, 2021 balance of $13.9 million, were
purchased by OSK X, LLC, an equity fund affiliate of O'Brien Staley Partners.
The Company did not satisfy the financial covenants for these loans as of
September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, as was
the case for the first three quarters of 2020. The Company has been advised by
OSK X, LLC that it is in default for failure to comply with the financial
covenants as of December 31, 2020 (unlike Great Western Bank that waived the
covenants for the first three quarters of 2020). The Company is pursuing
negotiations with OSK X, LLC to obtain waivers, and if waivers are unable to be
obtained, the Company plans to refinance the debt with existing or new lenders
which the Company believes it can successfully complete. However, waivers and
the ability to refinance are at the discretion of the lenders, and there can be
no assurance that the Company will be able to obtain such waivers or refinancing
on acceptable terms or at all.
Under the loan documents with OSK X, LLC, (a) the 90-day cure period (ended on
May 27, 2021) within which the Company could cure the defaults has expired, (b)
default interest at the rate of 8.33% began to accrue on May 27, 2021 and (c)
OSK X, LLC is entitled to accelerate the loans and foreclose on the Leawood,
Kansas Aloft. However, the Company believes that there are serious questions
under applicable law about whether OSK X, LLC has the ability to declare a
default, assess interest at the default rate, accelerate the loans or foreclose
on the Leawood, Kansas Aloft due to the impossibility of performance of
financial covenants during the COVID-19 pandemic.
The Company intends to seek any available damages in the event of litigation
that may result from the actions of OSK X, LLC.
If we fail to pay our indebtedness when due, fail to comply with covenants or
otherwise default on our loans, unless waived, we could incur higher interest
rates during the period of such loan defaults, be required to immediately pay
our indebtedness, and ultimately lose our hotels through lender foreclosure if
we are unable to obtain alternative sources of financing with acceptable terms.
Our credit facility contains cross-default provisions which would allow the
lenders under our credit facility to declare a default and accelerate our
indebtedness to them if we default on our other loans and such default would
permit that lender to accelerate our indebtedness under any such loan. The
above-described defaults under our loan agreement with OSK X, LLC resulted in a
cross-default under our credit facility as of May 27, 2021. Pursuant to the
terms of the tenth amendment to the credit facility, signed on August 12, 2021,
the lenders will not declare a default, accelerate our indebtedness or otherwise
take enforcement action on
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or before November 1, 2021 (which was extended to November 30, 2021 on October
15, 2021) as a result of the cross-default that occurred as of May 27, 2021 due
to the above-described defaults under our loan agreement with OSK X, LLC,
subject to the continuing satisfaction of certain conditions, including no
breach or default of certain agreements, active pursuit of good faith defenses,
the absence of certain legal proceedings or bankruptcy events and the
maintenance of $6.0 million of liquidity. As indicated above, the Company is
pursuing negotiations with OSK X, LLC to obtain waivers, and if waivers are
unable to be obtained, the Company plans to refinance the debt with existing or
new lenders which the Company believes it can successfully complete. However,
waivers and the ability to refinance are at the discretion of the lenders, and
there can be no assurance that the Company will be able to obtain such waivers
or refinancing on acceptable terms or at all.
As of September 30, 2021, other than with respect to our financial covenants
with OSK X, LLC (as discussed above), we are not in default of any our loans.
In the event the Portfolio Sale occurs, the Company intends to use the proceeds
to pay its liabilities, including the amounts owed under its debt agreements.
Contractual Obligations
Below is a summary of our contractual obligations as of September 30, 2021 and
the effect such obligations are expected to have on our future liquidity and
cash flows (in thousands):
Payments due by period
Contractual Remainder of
obligations Total 2021 2022-2023 2024-2025 2026 and After
Long-term debt
including interest (1) $ 180,694 $ 2,213 $ 170,402 $ 8,079 $ -
Equipment leases 59 5 24 8 22
Total contractual
obligations $ 180,753 $ 2,218 $ 170,426 $ 8,087 $ 22
(1)Interest rate payments on our variable rate debt have been estimated using
interest rates in effect at September 30, 2021.
We have various standing or renewable contracts with vendors. These contracts
are all cancelable with immaterial or no cancellation penalties. Contract terms
are generally one year or less. We also have management agreements in place for
the management and operation of our hotel properties.
Off Balance Sheet Financing Transactions
We have not entered into any off balance sheet financing transactions.
Critical Accounting Policies
Our consolidated financial statements have been prepared in conformity with U.S.
GAAP, which requires management to make estimates and assumptions that effect
the reported amount of assets and liabilities at the date of our financial
statements and the reported amounts of revenues and expenses during the
reporting period. While we do not believe the reported amounts would be
materially different, application of these policies involves the exercise of
judgment and the use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates. We evaluate our estimates and
judgments on an ongoing basis. We base our estimates on experience and on
various other assumptions that are believed to be reasonable under the
circumstances.
Critical accounting policies are those that are both important to the
presentation of our financial condition and results of operations and require
management's most difficult, complex, or subjective judgments. All of our
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significant accounting policies, including certain critical accounting policies,
are disclosed in our Annual Report on Form 10-K for the year ended December 31,
2020.
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