NOTE 8. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS

Our determination of fair value measurements is based on the assumptions that market participants would use in pricing the asset or liability. At June 30, 2018, the Company’s convertible debt (see Note 7) and certain derivative instruments were the only financial instruments measured in the financial statements at fair value on a recurring basis. Nonrecurring fair value measurements were utilized in the determination of the fair value of acquired properties in 2018 and 2017 (see Note 3), in the accounting for the Company’s equity transactions that occurred in March 2017 (see Note 10), in the valuation of the stock-based compensation grants (see Note 12), and in the assessment of impaired and potentially impaired hotels during the three and six months ended June 30, 2018 and 2017.

Derivative Instruments

Currently, the Company uses derivatives, such as interest rate swaps and caps, to manage its interest rate risk. The fair value of interest rate positions is determined using the standard market methodology of netting discounted expected future cash receipts and payments. Variable interest rates used in the calculation of projected receipts and payments on the positions are based on expectations of future interest rates derived from observable market interest rate curves and volatilities. Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the agreements. The Company believes it minimizes this credit risk by transacting with major creditworthy financial institutions. These interest rate positions at June 30, 2018 and December 31, 2017 are as follows:

Associated debt

Type

Terms

Effective Date

Maturity Date

Notional amount at June 30, 2018

Notional amount at December 31, 2017

Wells Fargo

Swap

Swaps 30-day LIBOR for fixed rate of 2.053%

11/2017

11/2022

26,257 (1)

26,465 (1)

Credit facility

Cap

Caps 30-day LIBOR at 2.50%

03/2017

03/2019

50,000

(1)

Notional amount amortizes consistently with the principal amortization of the associated loan.

Additionally, included in the Series E Preferred Stock issued on March 1, 2017 is a redemption right that allows the Company to redeem up to a total of 490,250 shares of Series E Preferred Stock for specific percentages of its liquidation preference (see Note 10). This option requires bifurcation and was determined to be an asset with a fair value on the date of issuance of $150 using a trinomial lattice-based model, considered a Level 3 fair value measurement.

All derivatives recognized by the Company are reported as derivative assets on the consolidated balance sheets and are adjusted to their fair value at each reporting date. All gains and losses on derivative instruments are included in net gain on derivatives and convertible debt and with the exception of realized gains and losses related to the interest rate instruments, which are included in interest expense on the consolidated statements of operations. Net gains of $157 and $202 for the three months ended June 30, 2018 and 2017, respectively, and $584 and $137 for the six months ended June 30, 2018 and 2017, respectively, were recognized related to derivative instruments.

Recurring Fair Value Measurements

The following tables provide the fair value of the Company’s financial assets and (liabilities) carried at fair value and measured on a recurring basis:


	Fair value at
	June 30, 2018		Level 1		Level 2		Level 3
Interest rate derivatives	$	709	$	-	$	709	$	-
Series E Preferred embedded redemption option		266		-		-		266
Convertible debt		(1,050)		-		-		(1,050)
Total	$	(75)	$	-	$	709	$	(784)


	Fair value at
	December 31, 2017		Level 1		Level 2		Level 3
Interest rate derivatives	$	77	$	-	$	77	$	-
Series E Preferred embedded redemption option		314		-		-		314
Convertible debt		(1,069)		-		-		(1,069)
Total	$	(678)	$	-	$	77	$	(755)

There were no transfers between levels during the three or six months ended June 30, 2018 or 2017.

The following table presents a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (Level 3) and the related gains and losses recorded in the consolidated statements of operations during the periods:


	Three months ended June 30,
	2018						2017
	Series E Preferred embedded redemption option		Convertible debt		Total		Series E Preferred embedded redemption option		Convertible debt		Total
Fair value, beginning of period	$	280	$	(1,049)	$	(769)	$	93	$	(1,075)	$	(982)
Net gains (losses) recognized in earnings		(14)		(1)		(15)		240		25		265
Purchase and issuances		-		-		-		-		-		-
Realized (gains) losses		-		-		-		-		-		-
Sales and settlements		-		-		-		-		-		-
Gross transfers into Level 3		-		-		-		-		-		-
Gross transfers out of Level 3		-		-		-		-		-		-
Fair value, end of period	$	266	$	(1,050)	$	(784)	$	333	$	(1,050)	$	(717)

Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period	$	(14)	$	(1)	$	(15)	$	240	$	25	$	265


	Six months ended June 30,
	2018							2017
	Series E Preferred embedded redemption option		Convertible debt		Total		Series E Preferred embedded redemption option		Convertible debt		Total
Fair value, beginning of period	$	314	$	(1,069)	$	(755)	$	-	$	(1,315)	$	(1,315)
Net gains (losses) recognized in earnings		(48)		19		(29)		183		265		448
Purchase and issuances						-		150		-		150
Realized (gains) losses				-		-		-		-		-
Sales and settlements		-		-		-		-		-		-
Gross transfers into Level 3		-		-		-		-		-		-
Gross transfers out of Level 3		-		-		-		-		-		-
Fair value, end of period	$	266	$	(1,050)	$	(784)	$	333	$	(1,050)	$	(717)

Total unrealized gains (losses) during the period included in earnings related to instruments held at end of period	$	(48)	$	19	$	(29)	$	183	$	265	$	448

Fair Value of Long-Term Debt

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of debt obligations with similar credit risks. Credit spreads take into consideration general market conditions and maturity. The inputs utilized in estimating the fair value of debt are classified in Level 2 of the fair value hierarchy. Both the carrying value and estimated fair value of the Company’s long-term debt are presented net of deferred financing costs in the table below:


	Carrying value as of				Estimated fair value as of
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
Held for use	$	139,300	$	112,621	$	137,659	$	112,150
Held for sale		2,352		7,960		2,352		8,065
Total	$	141,652	$	120,581	$	140,011	$	120,215

Impaired Hotel Properties

In the performance of impairment analysis for both held for sale and held for use properties, fair value is determined with the assistance of independent real estate brokers and through the use of operating results and revenue multiples based on the Company’s experience with hotel sales as well as available industry information. For held for sale properties, estimated selling costs are based on our experience with similar asset sales. These are considered Level 3 measurements. The amount of impairment and recovery of previously recorded impairment recognized in the three and six months ended June 30, 2018 and 2017 is shown in the table below:



	Three months ended June 30,
	2018			2017
	Number of hotels		Impairment (loss) recovery	Number of hotels		Impairment (loss) recovery
Sold hotels:
Impairment loss	-	$	-	2	$	(479)


	Six months ended June 30,
	2018			2017
	Number of hotels		Impairment (loss) recovery	Number of hotels		Impairment (loss) recovery
Sold hotels:
Impairment loss	-	$	-	2	$	(830)
Impairment recovery	1		93	2		80
Total net impairment (loss) recovery:	1	$	93	4	$	(750)