Note 1 - Organization

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note

1

- Organization

Hospitality Investors Trust, Inc. (the "Company"), incorporated on

July 

25,

2013,

is a self-managed real estate investment trust ("REIT") that invests primarily in premium-branded select-service lodging properties in the United States. As of

December 31, 2019

, the Company owns or has an interest in a total of

124

hotels with a total of

15,324

guest rooms located in

33

states. As of

December 31, 2019

, all but

one

of these hotels operated under a franchise or license agreement with a national brand owned by

one

of Hilton Worldwide, Inc., Marriott International, Inc., Hyatt Hotels Corporation, and Intercontinental Hotels Group or

one

of their respective subsidiaries or affiliates. The Company's

one

unbranded hotel has a direct affiliation with a leading university in Atlanta.

As part of its investment strategy to continue to pursue the sale of non-core hotels and reallocate capital into other corporate purposes, including debt reduction, the Company commenced marketing for sale a total of

45

hotels during the year ended

December 31, 2019

. As of

December 31, 2019

,

20

of these hotels have been sold and

21

were subject to definitive sale agreements where the buyer has made a non-refundable deposit. See Note

15

- Sale of Hotels and Assets Held for Sale for additional information.

The Company conducted its initial public offering ("IPO"), from

January 2014

until

November 2015

without listing shares of its common stock on a national securities exchange, and it has

not

subsequently listed its shares. There currently is

no

established trading market for the Company’s shares and there

may

never be one.

The Company is required to annually publish an estimated net asset value per share of common stock ("Estimated Per-Share NAV") pursuant to the rules and regulations of the Financial Industry Regulatory Authority. On

May 9, 2019,

the Company's board of directors unanimously approved an updated Estimated Per-Share NAV equal to

$9.21

based on an estimated fair value of the Company's assets less the estimated fair value of the Company's liabilities, divided by

39,134,628

shares of common stock outstanding on a fully diluted basis as of 

December 31, 2018

(the

"2019

NAV"), and the Company published its

2019

NAV on

May 13, 2019.

The Company intends to publish an updated Estimated Per-Share NAV on at least an annual basis. 

Substantially all of the Company’s business is conducted through its operating partnership, Hospitality Investors Trust Operating Partnership, L.P. (the "OP"). On

January 12, 2017,

the Company, along with the OP, entered into the Securities Purchase, Voting and Standstill Agreement ("SPA") with Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the "Brookfield Investor"), to secure a commitment of up to

$400

million by the Brookfield Investor to make capital investments in the Company necessary for the Company to meet its short-term and long-term liquidity requirements and obligations by purchasing units of limited partner interest in the OP entitled “Class C Units” (“Class C Units”) through

February 2019.

Following the final closing pursuant to the SPA on

February 27, 2019 (

the "Final Closing"), the Brookfield Investor

no

longer has any obligations or rights to purchase Class C Units pursuant to the SPA or otherwise.

The Brookfield Investor holds all the issued and outstanding Class C Units and the sole issued and outstanding Redeemable Preferred Share (as defined herein), and, as a result, has significant governance and other rights that could be used to control or influence the Company's decisions or actions. As of

December 31, 2019

, the total liquidation preference of the issued and outstanding Class C Units was

$411.8

million. The Class C Units are convertible into units of limited partner interest in the OP entitled “OP Units” (“OP Units”), which

may

be redeemed for shares of the Company’s common stock or, at the Company’s option, the cash equivalent. As of the date of this Annual Report on Form

10

-K, the Brookfield Investor owns or controls

41.7%

of the voting power of the Company’s common stock on an as-converted basis (See Note

3

- Brookfield Investment for additional information).