Rangers Sub I, LLC - FORM 10-Q

Attached files

file	filename
EX-31.3 - EXHIBIT 31.3 - Rangers Sub I, LLC	felcorlpexhibit313-6302018.htm
EX-32.2 - EXHIBIT 32.2 - Rangers Sub I, LLC	felcorlpexhibit322-6302018.htm
EX-32.1 - EXHIBIT 32.1 - Rangers Sub I, LLC	rangersexhibit321-6302018.htm
EX-31.4 - EXHIBIT 31.4 - Rangers Sub I, LLC	felcorlpexhibit314-6302018.htm
EX-31.2 - EXHIBIT 31.2 - Rangers Sub I, LLC	rangersexhibit312-6302018.htm
EX-31.1 - EXHIBIT 31.1 - Rangers Sub I, LLC	rangersexhibit311-6302018.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-220497 (Rangers Sub I, LLC)

Commission File Number 333-39595-01 (FelCor Lodging Limited Partnership)

RANGERS SUB I, LLC

FELCOR LODGING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)



Maryland (Rangers Sub I, LLC)		30-1001580
Delaware (FelCor Lodging Limited Partnership)		75-2544994
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)



c/o RLJ Lodging Trust
3 Bethesda Metro Center, Suite 1000
Bethesda, Maryland		20814
(Address of Principal Executive Offices)		(Zip Code)

(301) 280-7777

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Rangers Sub I, LLC (refer to the Note below) o Yes ý No

FelCor Lodging Limited Partnership (refer to the Note below) o Yes ý No

Note: As voluntary filers not subject to the filing requirements of the Securities Exchange Act of 1934, the registrants have filed all reports pursuant to Section 13 or 15(d) for the preceding 12 months as if they were subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Rangers Sub I, LLC ý Yes o No

FelCor Lodging Limited Partnership ý Yes o No

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Rangers Sub I, LLC:



Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	ý (do not check if a smaller reporting company)	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

FelCor Lodging Limited Partnership:



Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	ý (do not check if a smaller reporting company)	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Rangers Sub I, LLC o Yes ý No

FelCor Lodging Limited Partnership o Yes ý No

As of August 9, 2018, RLJ Lodging Trust, L.P. owns 100% of the percentage interests of Rangers Sub I, LLC. As of August 9, 2018, FelCor Holdings Trust, a wholly-owned subsidiary of RLJ Lodging Trust, LP, owns 99% of the percentage interests of FelCor Lodging Limited Partnership, and Rangers General Partner, LLC, a wholly-owned subsidiary of RLJ Lodging Trust, LP, owns 1% of the percentage interests of FelCor Lodging Limited Partnership.

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EXPLANATORY NOTE

On August 31, 2017 (the "Acquisition Date"), RLJ Lodging Trust ("RLJ"), RLJ Lodging Trust, L.P. ("RLJ LP"), Rangers Sub I, LLC, a wholly owned subsidiary of RLJ LP ("Rangers"), and Rangers Sub II, LP, a wholly owned subsidiary of RLJ LP ("Partnership Merger Sub") consummated the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 23, 2017 with FelCor Lodging Trust Incorporated ("FelCor") and FelCor Lodging Limited Partnership ("FelCor LP"), pursuant to which Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as a wholly owned subsidiary of RLJ LP (the "Partnership Merger"), and, immediately thereafter, FelCor merged with and into Rangers, with Rangers surviving as a wholly owned subsidiary of RLJ LP (the "REIT Merger" and, together with the Partnership Merger, the "Mergers").

Where it is important to distinguish between the entities, we either refer specifically to Rangers; FelCor (as predecessor to Rangers); or FelCor LP. Otherwise, we use the terms "we" or "our" to refer to (i) Rangers and FelCor LP, collectively (including their consolidated subsidiaries) following the Mergers and (ii) FelCor and FelCor LP, collectively (including their consolidated subsidiaries) prior to consummation of the Mergers, unless the content indicates otherwise.

This quarterly report on Form 10-Q for the quarter ended June 30, 2018 combines the filings for Rangers and FelCor LP. Rangers indirectly owns a 99% partnership interest in FelCor LP. Through FelCor LP, Rangers owns hotel properties and conducts other business.

We believe combining the periodic reports for Rangers and FelCor LP into a single combined report results in the following benefits:


•	presents the business as a whole (the same way management views and operates the business);


•	eliminates duplicative disclosure and provides a more streamlined presentation (a substantial portion of our disclosure applies to both Rangers and FelCor LP); and


•	saves time and cost by preparing combined reports instead of separate reports.

Rangers consolidates FelCor LP for financial reporting purposes. Rangers has no assets other than its indirect investment in FelCor LP and no liabilities separate from FelCor LP. Therefore, the reported assets and liabilities for Rangers and FelCor LP are substantially identical.

RLJ LP owns 100% of Rangers. Rangers indirectly owns 99% of FelCor LP. A wholly-owned subsidiary of RLJ LP owns the remaining 1% of FelCor LP, which is a noncontrolling interest that is reflected within the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity treatment, the consolidated financial statements for Rangers and FelCor LP are nearly identical, except that net income (loss) attributable to the 1% noncontrolling interest in FelCor LP is deducted from Rangers' net income (loss) in order to arrive at net income (loss) attributable to Rangers.

We present the sections in this report combined unless separate disclosure is required for clarity.

RLJ accounted for the Mergers noted above under the acquisition method of accounting in ASC 805, Business Combinations. In accordance with the guidance, RLJ elected to apply pushdown accounting to our consolidated financial statements in order to reflect the new basis of accounting established by RLJ for the individual assets acquired and the liabilities assumed in the Mergers. Accordingly, our consolidated financial statements for the periods before and after the Acquisition Date reflect different bases of accounting, and the financial positions and the results of operations for those periods are not comparable. As a result, the consolidated financial statements and the notes to those financial statements are separated into two distinct periods; the periods prior to the Acquisition Date are identified as "Predecessor," and the periods after the Acquisition Date are identified as "Successor." The new basis of accounting for the assets and liabilities that existed on the Acquisition Date will be used in the preparation of our future financial statements and footnotes.

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		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Rangers Sub I, LLC
	Consolidated Financial Statements (unaudited)
	Balance Sheets	1
	Statements of Operations and Comprehensive Income (Loss)	2
	Statements of Changes in Equity	4
	Statements of Cash Flows	6
	FelCor Lodging Limited Partnership
	Consolidated Financial Statements (unaudited)
	Balance Sheets	7
	Statements of Operations and Comprehensive Income (Loss)	8
	Statements of Partners' Capital	10
	Statements of Cash Flows	12
	Notes to the Consolidated Financial Statements	13

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	48

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	50

Signatures		51

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Rangers Sub I, LLC

Consolidated Balance Sheets

(Amounts in thousands)

(unaudited)



	June 30, 2018		December 31, 2017
Assets
Investment in hotel properties, net	$	2,273,998	$	2,497,880
Investment in unconsolidated joint ventures	16,825		16,912
Cash and cash equivalents	11,155		14,728
Restricted cash reserves	4,957		3,303
Related party rent receivable	51,308		80,090
Intangible assets, net	116,308		118,170
Prepaid expense and other assets	6,679		12,691
Assets of hotel properties held for sale, net	88,168		—
Total assets	$	2,569,398	$	2,743,774

Liabilities and Equity
Debt, net	$	742,094	$	1,299,105
Accounts payable and other liabilities	44,445		54,191
Related party lease termination fee payable	9,243		7,707
Accrued interest	2,463		12,286
Distributions payable	122		126
Total liabilities	798,367		1,373,415

Commitments and Contingencies (Note 9)

Equity
Member's equity:
Member's equity	1,676,815		1,302,739
Retained earnings	26,712		4,090
Total member's equity	1,703,527		1,306,829
Noncontrolling interest:
Noncontrolling interest in consolidated joint ventures	5,866		5,900
Noncontrolling interest in FelCor LP	17,208		13,200
Total noncontrolling interest	23,074		19,100
Preferred equity in a consolidated joint venture, liquidation value of $45,487 and $45,430 at June 30, 2018 and December 31, 2017, respectively	44,430		44,430
Total equity	1,771,031		1,370,359
Total liabilities and equity	$	2,569,398	$	2,743,774

The accompanying notes are an integral part of these consolidated financial statements.

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Rangers Sub I, LLC

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Amounts in thousands, except share and per share data)

(unaudited)



	Successor			Predecessor			Successor			Predecessor
	For the three months ended June 30,			For the three months ended June 30,			For the six months ended June 30,			For the six months ended June 30,
	2018			2017			2018			2017
Revenue
Operating revenue
Room revenue	$	—		$	168,772		$	—		$	313,705
Food and beverage revenue	—			37,921			—			69,995
Related party lease revenue	60,650			—			114,200			—
Other revenue	—			13,747			—			24,844
Total revenue	$	60,650		$	220,440		$	114,200		$	408,544
Expense
Operating expense
Room expense	$	—		$	43,483		$	—		$	84,161
Food and beverage expense	—			28,281			—			54,503
Management and franchise fee expense	—			7,726			—			15,276
Other operating expense	—			56,167			—			110,555
Total property operating expense	—			135,657			—			264,495
Depreciation and amortization	20,492			27,528			41,204			55,366
Impairment loss	—			10,271			—			35,109
Property tax, insurance and other	14,056			16,942			28,887			31,631
General and administrative	551			6,281			1,159			13,221
Transaction costs	647			5,843			2,175			6,316
Total operating expense	35,746			202,522			73,425			406,138
Operating income	24,904			17,918			40,775			2,406
Other income	102			100			110			100
Interest income	53			47			83			80
Interest expense	(8,608		)	(19,463		)	(21,755		)	(38,782		)
Gain on extinguishment of indebtedness	7			—			12,936			—
Income (loss) before equity in income from unconsolidated joint ventures	16,458			(1,398		)	32,149			(36,196		)
Equity in income from unconsolidated joint ventures	611			648			727			518
Income (loss) before income tax expense	17,069			(750		)	32,876			(35,678		)
Income tax expense	—			(503		)	—			(1,050		)
Income (loss) from operations	17,069			(1,253		)	32,876			(36,728		)
Gain (loss) on sale of hotel properties	42			(207		)	(9,324		)	(873		)
Net income (loss) and comprehensive income (loss)	17,111			(1,460		)	23,552			(37,601		)
Net (income) loss attributable to noncontrolling interests:
Noncontrolling interest in consolidated joint ventures	(42		)	33			34			437
Noncontrolling interest in FelCor LP	(167		)	35			(229		)	221
Preferred distributions - consolidated joint venture	(369		)	(367		)	(735		)	(727		)
Net income (loss) and comprehensive income (loss) attributable to Rangers	16,533			(1,759		)	22,622			(37,670		)

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Preferred dividends	—		(6,279		)	—		(12,558		)
Net income (loss) and comprehensive income (loss) attributable to ownership interests/common shareholders	$	16,533	$	(8,038	)	$	22,622	$	(50,228	)

Basic and diluted per common share data:
Net loss per share attributable to common shareholders			$	(0.06	)			$	(0.36	)
Weighted-average number of common shares			137,865,843					137,819,786

Dividends declared per common share			$	0.06				$	0.12

The accompanying notes are an integral part of these consolidated financial statements.

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Rangers Sub I, LLC

Consolidated Statements of Changes in Equity

(Amounts in thousands)

(unaudited)



	Member's Equity					Noncontrolling Interest
	Equity			Retained Earnings		FelCor LP			Consolidated Joint Ventures			Preferred Equity in a Consolidated Joint Venture			Total Equity
Successor - Balance at December 31, 2017	$	1,302,739		$	4,090	$	13,200		$	5,900		$	44,430		$	1,370,359
Net income (loss) and comprehensive income (loss)	—			22,622		229			(34		)	735			23,552
Contributions	635,365			—		6,418			—			—			641,783
Distributions	(261,289		)	—		(2,639		)	—			—			(263,928		)
Preferred distributions - consolidated joint venture	—			—		—			—			(735		)	(735		)
Successor - Balance at June 30, 2018	$	1,676,815		$	26,712	$	17,208		$	5,866		$	44,430		$	1,771,031

The accompanying notes are an integral part of these consolidated financial statements.

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Rangers Sub I, LLC

Consolidated Statements of Changes in Equity

(Amounts in thousands, except share data)

(unaudited)



	Shareholders’ Equity													Noncontrolling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares		Par Value			Additional Paid-in Capital		Accumulated Deficit			Consolidated Joint Ventures			Preferred Equity in a Consolidated Joint Venture			Total Equity
Predecessor - Balance at December 31, 2016	12,879,475	$	309,337	137,990,097		$	1,380		$	2,576,988	$	(2,706,408	)	$	7,503		$	43,783		$	232,583
Net income (loss) and comprehensive income (loss)	—	—		—		—			—		(37,670		)	(437		)	727			(37,380		)
Issuance of stock awards	—	—		541,639		5			180		—			—			—			185
Amortization of share-based compensation	—	—		—		—			3,178		—			—			—			3,178
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	—	—		(119,980	)	(1		)	—		(880		)	—			—			(881		)
Allocation to the redeemable noncontrolling interests in FelCor LP	—	—		—		—			193		—			—			—			193
Contribution from the noncontrolling interests	—	—		—		—			—		—			299			—			299
Distributions on Series A preferred shares	—	—		—		—			—		(12,558		)	—			—			(12,558		)
Distributions on common shares and units	—	—		—		—			—		(16,662		)	—			—			(16,662		)
Preferred distributions - consolidated joint venture	—	—		—		—			—		—			—			(727		)	(727		)
Issuance of preferred equity in a consolidated joint venture	—	—		—		—			—		—			—			648			648
Predecessor - Balance at June 30, 2017	12,879,475	$	309,337	138,411,756		$	1,384		$	2,580,539	$	(2,774,178	)	$	7,365		$	44,431		$	168,878

The accompanying notes are an integral part of these consolidated financial statements.

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Rangers Sub I, LLC

Consolidated Statements of Cash Flows

(Amounts in thousands)

(unaudited)



	Successor			Predecessor
	For the six months ended June 30,			For the six months ended June 30,
	2018			2017
Cash flows from operating activities
Net income (loss)	$	23,552		$	(37,601	)
Adjustments to reconcile net income (loss) to cash flow provided by operating activities:
Loss on sale of hotel properties and other assets, net	9,324			773
Depreciation and amortization	41,204			55,366
Amortization of deferred financing costs	144			2,100
Other amortization	(2,142		)	—
Equity in income from unconsolidated joint ventures	(727		)	(518		)
Distributions of income from unconsolidated joint ventures	814			333
Amortization of fixed stock and directors' compensation	—			2,988
Gain on extinguishment of indebtedness	(12,936		)	—
Impairment loss	—			35,109
Changes in assets and liabilities:
Related party rent receivable	28,782			—
Hotel and other receivables, net	—			(8,983		)
Prepaid expense and other assets	5,653			329
Accounts payable and other liabilities	(7,119		)	11,791
Advance deposits and deferred revenue	—			5,864
Accrued interest	(9,823		)	(302		)
Net cash flow provided by operating activities	76,726			67,249
Cash flows from investing activities
Proceeds from the sale of hotel properties, net	116,550			(1,296		)
Improvements and additions to hotel properties	(33,793		)	(41,921		)
Additions to property and equipment	(4		)	—
Distributions from unconsolidated joint ventures in excess of earnings	—			840
Net cash flow provided by (used in) investing activities	82,753			(42,377		)
Cash flows from financing activities
Proceeds from borrowings	—			51,000
Repayments of borrowings	(540,304		)	(30,419		)
Repurchase of common shares to satisfy employee withholding requirements	—			(881		)
Contributions from members	641,783			—
Distributions to members	(262,128		)	—
Distributions on preferred shares	—			(12,558		)
Distributions on common shares	—			(16,631		)
Distributions on Operating Partnership units	—			(74		)
Payments of deferred financing costs	(10		)	—
Contributions from noncontrolling interests	—			299
Preferred distributions - consolidated joint venture	(739		)	(729		)
Net proceeds from the issuance of preferred equity in a consolidated joint venture	—			648
Net cash flow used in financing activities	(161,398		)	(9,345		)
Net change in cash, cash equivalents, and restricted cash reserves	(1,919		)	15,527
Cash, cash equivalents, and restricted cash reserves, beginning of year	18,031			66,808
Cash, cash equivalents, and restricted cash reserves, end of period	$	16,112		$	82,335

The accompanying notes are an integral part of these consolidated financial statements.

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FelCor Lodging Limited Partnership

Consolidated Balance Sheets

(Amounts in thousands)

(unaudited)



	June 30, 2018		December 31, 2017
Assets
Investment in hotel properties, net	$	2,273,998	$	2,497,880
Investment in unconsolidated joint ventures	16,825		16,912
Cash and cash equivalents	11,155		14,728
Restricted cash reserves	4,957		3,303
Related party rent receivable	51,308		80,090
Intangible assets, net	116,308		118,170
Prepaid expense and other assets	6,679		12,691
Assets of hotel properties held for sale, net	88,168		—
Total assets	$	2,569,398	$	2,743,774

Liabilities and Partners' Capital
Debt, net	$	742,094	$	1,299,105
Accounts payable and other liabilities	44,445		54,191
Related party lease termination fee payable	9,243		7,707
Accrued interest	2,463		12,286
Distributions payable	122		126
Total liabilities	798,367		1,373,415

Commitments and Contingencies (Note 9)

Partners' Capital
Partners’ capital:
Partners' capital	1,693,753		1,315,898
Retained earnings	26,982		4,131
Total partners’ capital, excluding noncontrolling interest	1,720,735		1,320,029
Noncontrolling interest in consolidated joint ventures	5,866		5,900
Preferred capital in a consolidated joint venture, liquidation value of $45,487 and $45,430 at June 30, 2018 and December 31, 2017, respectively	44,430		44,430
Total partners' capital	1,771,031		1,370,359
Total liabilities and partners' capital	$	2,569,398	$	2,743,774

The accompanying notes are an integral part of these consolidated financial statements.

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FelCor Lodging Limited Partnership

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Amounts in thousands, except unit and per unit data)

(unaudited)



	Successor			Predecessor			Successor			Predecessor
	For the three months ended June 30,			For the three months ended June 30,			For the six months ended June 30,			For the six months ended June 30,
	2018			2017			2018			2017
Revenue
Operating revenue
Room revenue	$	—		$	168,772		$	—		$	313,705
Food and beverage revenue	—			37,921			—			69,995
Related party lease revenue	60,650			—			114,200			—
Other revenue	—			13,747			—			24,844
Total revenue	$	60,650		$	220,440		$	114,200		$	408,544
Expense
Operating expense
Room expense	$	—		$	43,483		$	—		$	84,161
Food and beverage expense	—			28,281			—			54,503
Management and franchise fee expense	—			7,726			—			15,276
Other operating expense	—			56,167			—			110,555
Total property operating expense	—			135,657			—			264,495
Depreciation and amortization	20,492			27,528			41,204			55,366
Impairment loss	—			10,271			—			35,109
Property tax, insurance and other	14,056			16,942			28,887			31,631
General and administrative	551			6,281			1,159			13,221
Transaction costs	647			5,843			2,175			6,316
Total operating expense	35,746			202,522			73,425			406,138
Operating income	24,904			17,918			40,775			2,406
Other income	102			100			110			100
Interest income	53			47			83			80
Interest expense	(8,608		)	(19,463		)	(21,755		)	(38,782		)
Gain on extinguishment of indebtedness	7			—			12,936			—
Income (loss) before equity in income from unconsolidated joint ventures	16,458			(1,398		)	32,149			(36,196		)
Equity in income from unconsolidated joint ventures	611			648			727			518
Income (loss) before income tax expense	17,069			(750		)	32,876			(35,678		)
Income tax expense	—			(503		)	—			(1,050		)
Income (loss) from operations	17,069			(1,253		)	32,876			(36,728		)
Gain (loss) on sale of hotel properties	42			(207		)	(9,324		)	(873		)
Net income (loss) and comprehensive income (loss)	17,111			(1,460		)	23,552			(37,601		)
Net (income) loss attributable to noncontrolling interests:
Noncontrolling interest in consolidated joint ventures	(42		)	33			34			437
Preferred distributions - consolidated joint venture	(369		)	(367		)	(735		)	(727		)

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Net income (loss) and comprehensive income (loss) attributable to FelCor LP	16,700		(1,794		)	22,851		(37,891		)
Preferred distributions	—		(6,279		)	—		(12,558		)
Net income (loss) and comprehensive income (loss) attributable to FelCor LP partners and common unitholders	$	16,700	$	(8,073	)	$	22,851	$	(50,449	)

Basic and diluted per common unit data:
Net loss per unit attributable to common unitholders			$	(0.06	)			$	(0.36	)
Weighted-average number of common units			138,476,026					138,429,969

Distributions declared per common unit			$	0.06				$	0.12

The accompanying notes are an integral part of these consolidated financial statements.

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FelCor Lodging Limited Partnership

Consolidated Statements of Partners' Capital

(Amounts in thousands)

(unaudited)



	Partners' Capital					Noncontrolling Interest
	Capital			Retained Earnings		Consolidated Joint Ventures			Preferred Capital in a Consolidated Joint Venture			Total Partners' Capital
Successor - Balance at December 31, 2017	$	1,315,898		$	4,131	$	5,900		$	44,430		$	1,370,359
Net income (loss) and comprehensive income (loss)	—			22,851		(34		)	735			23,552
Contributions	641,783			—		—			—			641,783
Distributions	(263,928		)	—		—			—			(263,928		)
Preferred distributions - consolidated joint venture	—			—		—			(735		)	(735		)
Successor - Balance at June 30, 2018	$	1,693,753		$	26,982	$	5,866		$	44,430		$	1,771,031

The accompanying notes are an integral part of these consolidated financial statements.

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FelCor Lodging Limited Partnership

Consolidated Statements of Partners' Capital

(Amounts in thousands)

(unaudited)



	Partners’ Capital					Noncontrolling Interest
	Preferred Units		Common Units			Consolidated Joint Ventures			Preferred Capital in a Consolidated Joint Venture			Total Partners' Capital
Predecessor - Balance at December 31, 2016	$	309,337	$	(128,040	)	$	7,503		$	43,783		$	232,583
Net income (loss) and comprehensive income (loss)	—		(37,891		)	(437		)	727			(37,601		)
Issuance of FelCor restricted stock	—		185			—			—			185
Amortization of FelCor share-based compensation	—		3,178			—			—			3,178
Shares acquired to satisfy minimum required federal and state tax withholding on vesting FelCor restricted stock	—		(881		)	—			—			(881		)
Allocation to the redeemable units in the Operating Partnership	—		488			—			—			488
Contribution from the noncontrolling interests	—		—			299			—			299
Distributions on preferred units	—		(12,558		)	—			—			(12,558		)
Distributions on common units	—		(16,736		)	—			—			(16,736		)
Preferred distributions - consolidated joint venture	—		—			—			(727		)	(727		)
Issuance of preferred capital in a consolidated joint venture	—		—			—			648			648
Predecessor - Balance at June 30, 2017	$	309,337	$	(192,255	)	$	7,365		$	44,431		$	168,878

The accompanying notes are an integral part of these consolidated financial statements.

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FelCor Lodging Limited Partnership

Consolidated Statements of Cash Flows

(Amounts in thousands)

(unaudited)



	Successor			Predecessor
	For the six months ended June 30,			For the six months ended June 30,
	2018			2017
Cash flows from operating activities
Net income (loss)	$	23,552		$	(37,601	)
Adjustments to reconcile net income (loss) to cash flow provided by operating activities:
Loss on sale of hotel properties and other assets, net	9,324			773
Depreciation and amortization	41,204			55,366
Amortization of deferred financing costs	144			2,100
Other amortization	(2,142		)	—
Equity in income from unconsolidated joint ventures	(727		)	(518		)
Distributions of income from unconsolidated joint ventures	814			333
Amortization of fixed stock and directors' compensation	—			2,988
Gain on extinguishment of indebtedness	(12,936		)	—
Impairment loss	—			35,109
Changes in assets and liabilities:
Related party rent receivable	28,782			—
Hotel and other receivables, net	—			(8,983		)
Prepaid expense and other assets	5,653			329
Accounts payable and other liabilities	(7,119		)	11,791
Advance deposits and deferred revenue	—			5,864
Accrued interest	(9,823		)	(302		)
Net cash flow provided by operating activities	76,726			67,249
Cash flows from investing activities
Proceeds from the sale of hotel properties, net	116,550			(1,296		)
Improvements and additions to hotel properties	(33,793		)	(41,921		)
Additions to property and equipment	(4		)	—
Distributions from unconsolidated joint ventures in excess of earnings	—			840
Net cash flow provided by (used in) investing activities	82,753			(42,377		)
Cash flows from financing activities
Proceeds from borrowings	—			51,000
Repayments of borrowings	(540,304		)	(30,419		)
Repurchase of FelCor common shares to satisfy employee withholding requirements	—			(881		)
Contributions from partners	641,783			—
Distributions to partners	(262,128		)	—
Distributions to preferred unitholders	—			(12,558		)
Distributions to common unitholders	—			(16,631		)
Distributions to FelCor LP limited partners	—			(74		)
Payments of deferred financing costs	(10		)	—
Contributions from noncontrolling interests	—			299
Preferred distributions - consolidated joint venture	(739		)	(729		)
Net proceeds from the issuance of preferred capital in a consolidated joint venture	—			648
Net cash flow used in financing activities	(161,398		)	(9,345		)
Net change in cash, cash equivalents, and restricted cash reserves	(1,919		)	15,527
Cash, cash equivalents, and restricted cash reserves, beginning of year	18,031			66,808
Cash, cash equivalents, and restricted cash reserves, end of period	$	16,112		$	82,335

The accompanying notes are an integral part of these consolidated financial statements.

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Rangers Sub I, LLC and FelCor Lodging Limited Partnership

Notes to the Consolidated Financial Statements

(unaudited)

1. Organization

Rangers Sub I, LLC ("Rangers") is a Maryland limited liability company and a wholly-owned subsidiary of RLJ Lodging Trust, L.P. ("RLJ LP"). FelCor Lodging Trust Incorporated ("FelCor") merged into and with Rangers on August 31, 2017, as further described in Note 3. In the Rangers consolidated financial statements, FelCor is presented as the Predecessor and Rangers is presented as the Successor. Rangers owns an indirect 99% partnership interest in FelCor Lodging Limited Partnership ("FelCor LP"). Rangers General Partner, LLC, also a wholly-owned subsidiary of RLJ LP, owns the remaining 1% partnership interest and is the sole general partner of FelCor LP. Rangers and FelCor LP are collectively referred to as the "Company." Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through FelCor LP. The Company owns primarily premium-branded, upper-upscale hotels located in major markets and resort locations.

As of June 30, 2018, the Company owned 34 hotel properties with approximately 10,240 rooms, located in 14 states. The Company, through wholly-owned subsidiaries, owned a 100% interest in 31 hotel properties, a 95% controlling interest in The Knickerbocker, and 50% interests in entities owning two hotel properties. The Company consolidates its real estate interests in the 32 hotel properties in which it holds a controlling financial interest, and the Company records the real estate interests in the two hotels in which it holds an indirect 50% interest using the equity method of accounting. The Company leases 33 of its 34 hotel properties to subsidiaries of RLJ LP.

2. Summary of Significant Accounting Policies

The combined Annual Report on Form 10-K for the year ended December 31, 2017 of Rangers and FelCor LP contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no other significant changes to the Company's significant accounting policies since December 31, 2017.

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income (loss), statements of changes in equity (partners' capital) and statements of cash flows.

The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2017, included in the combined Annual Report on Form 10-K of Rangers and FelCor LP filed with the SEC on March 2, 2018.

The consolidated financial statements include the accounts of Rangers, FelCor LP and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interests in two joint ventures in which it holds an indirect 50% interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

As a result of the merger with RLJ, certain prior period amounts in the Predecessor consolidated financial statements have been reclassified to conform to the financial statement presentation of the Company's parent company, RLJ.

For the three and six months ended June 30, 2017, respectively, the following reclassifications were made to the consolidated statements of operations and comprehensive income (loss):


•	Approximately $168.8 million and $313.7 million, respectively, was reclassified from hotel operating revenue to room revenue.

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•	Approximately $37.9 million and $70.0 million, respectively, was reclassified from hotel operating revenue to food and beverage revenue.


•	Approximately $12.4 million and $23.1 million, respectively, was reclassified from hotel operating revenue to other revenue.


•	Approximately $43.5 million and $84.2 million, respectively, was reclassified from hotel departmental expenses to room expense.


•	Approximately $28.3 million and $54.5 million, respectively, was reclassified from hotel departmental expenses to food and beverage expense.


•	Approximately $3.9 million and $7.5 million, respectively, was reclassified from hotel departmental expenses to other operating expense.


•	Approximately $1.5 million and $2.3 million, respectively, was reclassified from other expenses to property tax, insurance and other.


•	Approximately $5.8 million and $6.3 million, respectively, was reclassified from other expenses to transaction costs.


•	Approximately $47,000 and $80,000, respectively, was reclassified from interest expense, net to interest income.

The reclassifications mentioned above had no impact to net income (loss), member's/shareholders’ equity (partners' capital) or cash flows.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which supersedes or replaces nearly all GAAP revenue recognition guidance. The guidance establishes a new control-based revenue recognition model that changes the basis for deciding when revenue is recognized over time or at a point in time and expands the disclosures about revenue. The guidance also applies to sales of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. The Company adopted this standard on January 1, 2018 using the modified retrospective transition method. Based on the Company's assessment, the adoption of this standard did not have an impact to the Company's consolidated financial statements.

Lease Revenue

The Company's hotel properties are leased through intercompany lease agreements. The Company's hotel property-owning subsidiaries (the "Lessors") lease the hotel properties to lessees owned by FelCor TRS Holdings, LLC ("FelCor TRS"), a subsidiary of RLJ LP (the "Lessees"). Base lease revenue is reported as income by the Lessor on a straight-line basis over the lease term. Percentage lease revenue is reported as income by the Lessor over the lease term when it is earned and becomes receivable from the Lessees, according to the provisions of the respective lease agreements. The Lessees are in compliance with their rental obligations under their respective lease agreements.

For the Predecessor period, the Company’s revenue consisted of room revenue, food and beverage revenue, and revenue from other hotel operating departments (such as parking fees, golf, pool and other resort fees, gift shop sales and other guest service fees). These revenues were recorded net of any sales and occupancy taxes collected from the hotel guests. All rebates or discounts were recorded as a reduction to revenue, and there are no material contingent obligations with respect to rebates and discounts offered by the hotels. All revenues were recorded on an accrual basis as they were earned. An allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the existing accounts receivable portfolio and it was recorded as a bad debt expense. The allowance for doubtful accounts was calculated as a percentage of the aged accounts receivable. Any cash received prior to a guest's arrival was recorded as an advance deposit from the guest and recognized as revenue at the time of the guest's occupancy at the hotel property.

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Investment in Hotel Properties

The Company’s acquisitions generally consist of land, land improvements, buildings, building improvements, furniture, fixtures and equipment ("FF&E"), and inventory. The Company may also acquire intangible assets or liabilities related to in-place leases, management agreements, franchise agreements and advanced bookings. The Company allocates the purchase price among the assets acquired and the liabilities assumed based on their respective fair values at the date of acquisition. The Company determines the fair value by using market data and independent appraisals available to us and making numerous estimates and assumptions. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The guidance clarifies the definition of a business by adding guidance to assist companies and other reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar identifiable asset(s), then the transaction is considered to be an asset acquisition (or disposition). As a result of this standard, the Company anticipates the majority of its hotel purchases will be considered asset acquisitions as opposed to business combinations, although the determination will be made on a transaction-by-transaction basis. Transaction costs associated with asset acquisitions will be capitalized rather than expensed as incurred. The Company adopted this guidance on January 1, 2018 on a prospective basis. The Company does not believe the accounting for each future acquisition (or disposal) of assets or a business will be materially different, therefore, the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

The Company’s investments in hotel properties are carried at cost and are depreciated using the straight-line method over the estimated useful lives of 15 years for land improvements, 15 years for building improvements, 40 years for buildings and three to five years for FF&E. Maintenance and repairs are expensed and major renewals or improvements to the hotel properties are capitalized. Indirect project costs, including interest, salaries and benefits, travel and other related costs that are directly attributable to the development, are also capitalized. Upon the sale or disposition of a hotel property, the asset and related accumulated depreciation accounts are removed and the related gain or loss is included in the gain or loss on sale of hotel properties in the consolidated statements of operations and comprehensive income. A sale or disposition of a hotel property that represents a strategic shift that has or will have a major effect on the Company's operations and financial results is presented as discontinued operations in the consolidated statements of operations and comprehensive income.

In accordance with the guidance on impairment or disposal of long-lived assets, the Company does not consider the "held for sale" classification on the consolidated balance sheet until it is probable that the sale will be completed within one year and the other requisite criteria for such classification have been met. The Company does not depreciate assets so long as they are classified as held for sale. Upon designation as held for sale and quarterly thereafter, the Company reviews the realizability of the carrying value, less costs to sell, in accordance with the guidance. Any such adjustment to the carrying value is recorded as an impairment loss.

The Company assesses the carrying value of its hotel properties whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The recoverability is measured by comparing the carrying amount to the estimated future undiscounted cash flows which take into account current market conditions and the Company’s intent with respect to holding or disposing of the hotel properties. If the Company’s analysis indicates that the carrying value is not recoverable on an undiscounted cash flow basis, the Company will recognize an impairment loss for the amount by which the carrying value exceeds the fair value. The fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions or third-party appraisals.

Sale of Real Estate

ASU 2014-09 also applies to the sale of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This guidance clarifies that ASC 610-20 applies to the derecognition of nonfinancial assets, including real estate, and in substance nonfinancial assets, which are defined as assets or a group of assets for which substantially all of the fair value consists of nonfinancial assets and the group or subsidiary is not a business. As a result of this guidance, sales and partial sales of real estate assets will be accounted for similar to all other sales of nonfinancial and in substance nonfinancial assets. The Company adopted this guidance on January 1, 2018 using the modified retrospective transition method. Based on the Company's assessment, the adoption of this guidance did not have an impact on the Company's consolidated financial statements.

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Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance will require lessees to recognize a right-of-use asset and a lease liability for most of their leases on the balance sheet, and an entity will need to classify its leases as either an operating or finance lease in order to determine the income statement presentation. Leases with a term of 12 months or less will be accounted for similar to the existing guidance today for operating leases. Lessors will classify their leases using an approach that is substantially equivalent to the existing guidance today for operating, direct financing, or sales-type leases. Lessors may only capitalize the incremental direct costs of leasing, so any indirect costs of leasing will be expensed as incurred. The guidance requires an entity to separate the lease components from the non-lease components in a contract, with the lease components being accounted for in accordance with ASC 842 and the non-lease components being accounted for in accordance with other applicable accounting guidance. The guidance is effective for annual reporting periods beginning after December 15, 2018, and the interim periods within those annual periods, with early adoption permitted. The Company will adopt this new standard on January 1, 2019. The Company has not yet completed its analysis on this standard, but it believes the application of the new standard will result in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet for each of its ground leases and equipment leases, which represent the majority of the Company's current operating lease payments. The Company does not expect the adoption of this standard will materially affect its consolidated statements of operations and comprehensive income.

3. Merger with RLJ

On August 31, 2017 (the "Acquisition Date"), RLJ Lodging Trust ("RLJ"), RLJ LP, Rangers, and Rangers Sub II, LP, a wholly-owned subsidiary of RLJ LP ("Partnership Merger Sub"), consummated the transactions contemplated by the definitive Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 23, 2017, with FelCor and FelCor LP pursuant to which Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as a wholly-owned subsidiary of RLJ LP (the "Partnership Merger"), and, immediately thereafter, FelCor merged with and into Rangers, with Rangers surviving as a wholly-owned subsidiary of RLJ LP (the "REIT Merger" and, together with the Partnership Merger, the "Mergers").

RLJ accounted for the Mergers under the acquisition method of accounting in ASC 805, Business Combinations. In accordance with the guidance, RLJ elected to apply pushdown accounting to the Company's consolidated financial statements in order to reflect the new basis of accounting established by RLJ for the individual assets acquired and the liabilities assumed in the Mergers. Accordingly, the consolidated financial statements of the Company for the periods before and after the Acquisition Date reflect different bases of accounting, and the financial positions and the results of operations for those periods are not comparable. As a result, the consolidated financial statements and the notes to those financial statements are separated into two distinct periods; the periods prior to the Acquisition Date are identified as "Predecessor," and the periods after the Acquisition Date are identified as "Successor". The new basis of accounting for the assets and liabilities that existed on the Acquisition Date will be used in the preparation of the Company's future financial statements and footnotes.

At the closing of the Mergers, FelCor LP had controlling financial interests in the Lessors, and FelCor TRS and its property-operating subsidiaries, the Lessees. The hotel properties were leased through intercompany lease agreements between the Lessors and the Lessees, resulting in the Lessees' lease payments being eliminated in consolidation. Immediately after the consummation of the Mergers and the push down of the allocation of the purchase price consideration, FelCor LP distributed its equity interests in FelCor TRS to RLJ LP. The Company accounted for the distribution as a transaction amongst entities under common control. As a result of the distribution of the equity interests in FelCor TRS, the Lessees' lease payments pursuant to the leases are no longer eliminated in consolidation.

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The following table reflects the new basis of accounting for the assets and liabilities that existed on the Acquisition Date and the impact of the distribution of the equity interests in FelCor TRS to RLJ LP:



	August 31, 2017
	New Basis Before FelCor TRS Distribution			FelCor TRS Distribution			New Basis After FelCor TRS Distribution
Investment in hotel properties	$	2,661,114		$	(2,000	)	$	2,659,114
Investment in unconsolidated joint ventures	25,651			(7,900		)	17,751
Cash and cash equivalents	47,396			(40,878		)	6,518
Restricted cash reserves	17,038			(10,989		)	6,049
Hotel and other receivables	28,308			(28,308		)	—
Deferred income tax assets	58,170			(58,170		)	—
Intangible assets	139,673			(20,262		)	119,411
Prepaid expenses and other assets	23,811			(11,417		)	12,394
Debt	(1,305,337		)	—			(1,305,337		)
Accounts payable and other liabilities	(118,360		)	52,995			(65,365		)
Advance deposits and deferred revenue	(23,795		)	23,795			—
Accrued interest	(22,612		)	—			(22,612		)
Distributions payable	(4,312		)	—			(4,312		)
Total equity	$	1,526,745		$	(103,134	)	$	1,423,611

RLJ used the following valuation methodologies, inputs, and assumptions to estimate the fair value of the assets acquired, the liabilities assumed, and the equity interests acquired:

•

Investment in hotel properties — RLJ estimated the fair values of the land and improvements, buildings and improvements, and furniture, fixtures, and equipment at the hotel properties by using a combination of the market, cost, and income approaches. These valuation methodologies are based on significant Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures, and cash flow projections at the respective hotel properties.

•

Investment in unconsolidated joint ventures — RLJ estimated the fair value of its real estate interests in the unconsolidated joint ventures by using the same valuation methodologies for the investment in hotel properties noted above. In addition, RLJ estimated the fair value of an unconsolidated joint venture's mortgage loan by using the same valuation methodology for the debt noted below. RLJ recognized the net assets acquired based on its respective ownership interest in the joint venture according to the joint venture agreement.

•

Deferred income tax assets — RLJ estimated the future realizable value of the deferred income tax assets by estimating the amount of the net operating loss that will be utilized in future periods by the acquired taxable REIT subsidiaries. RLJ then applied its applicable effective tax rate against the net operating losses to determine the appropriate deferred income tax assets to recognize. This valuation methodology is based on Level 3 inputs in the fair value hierarchy.

•

Intangible assets — RLJ estimated the fair value of its below market ground lease intangible assets by calculating the present value of the difference between the contractual rental amounts paid according to the in-place lease agreements and the market rental rates for similar leased space, measured over a period equal to the remaining non-cancelable term of the lease. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The below market ground lease intangible assets are amortized over the remaining terms of the respective leases as adjustments to rental expense in property tax, insurance and other in the consolidated statements of operations and comprehensive income (loss). The Company estimated the fair value of the advanced bookings intangible assets by using the income approach to determine the projected cash flows that a hotel property will receive as a result of future hotel room and guest events that have already been reserved and pre-booked at the hotel property as of the Acquisition Date. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The advanced bookings intangible asset is amortized over the duration of the hotel room and guest event reservations period at the hotel property to depreciation and amortization in the consolidated statements of operations and comprehensive income (loss). The Company recognized the following intangible assets in the Mergers (dollars in thousands):

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			Weighted Average Amortization Period (in Years)
Below market ground leases	$	118,050	54
Advanced bookings	13,862		1
Other intangible assets	7,761		6
Total intangible assets	$	139,673	46

•

Above market ground lease liabilities — RLJ estimated the fair value of its above market ground lease liabilities by calculating the present value of the difference between the contractual rental amounts paid according to the in-place lease agreements and the market rental rates for similar leased space, measured over a period equal to the remaining non-cancelable term of the lease. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The Company recognized approximately $15.5 million of above market ground lease liabilities in the Mergers, which are included in accounts payable and other liabilities in the accompanying consolidated balance sheet. The above market ground lease liabilities are amortized over the remaining terms of the respective leases as adjustments to rental expense in property tax, insurance and other in the consolidated statements of operations and comprehensive income (loss).

•

Debt — RLJ estimated the fair value of the Senior Notes (as defined in Note 7) by using publicly available trading prices, market interest rates, and spreads for the Senior Notes, which are Level 3 inputs in the fair value hierarchy. RLJ estimated the fair value of the mortgage loans using a discounted cash flow model and incorporated various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy. The Company recognized approximately $71.7 million in above market debt fair value adjustments on the Senior Notes and the mortgage loans assumed in the Mergers, which is included in debt, net in the accompanying consolidated balance sheet. The above market debt fair value adjustments are amortized over the remaining terms of the respective debt instruments as adjustments to interest expense in the consolidated statements of operations and comprehensive income (loss).

•

Noncontrolling interest in consolidated joint ventures — RLJ estimated the fair value of the consolidated joint ventures by using the same valuation methodologies for the investment in hotel properties noted above. RLJ then recognized the fair value of the noncontrolling interest in the consolidated joint ventures based on the joint venture partner's ownership interest in the consolidated joint venture. This valuation methodology is based on Level 3 inputs and assumptions in the fair value hierarchy.


•	Preferred equity in a consolidated joint venture — RLJ estimated the fair value of the preferred equity in a consolidated joint venture by comparing the contractual terms of the preferred equity agreement to market-based terms of a similar preferred equity agreement, which is based on Level 3 inputs in the fair value hierarchy.


•	Restricted cash reserves, hotel and other receivables, prepaid expenses and other assets, accounts payable and other liabilities, advance deposits and deferred revenue, accrued interest, and distributions payable — The carrying amounts of the assets acquired, the liabilities assumed, and the equity interests acquired approximate fair value because of their short term maturities.

For the three and six months ended June 30, 2018, the Company recognized approximately $0.3 million and $1.7 million of integration costs, respectively. For the Predecessor three and six months ended June 30, 2017, the Company recognized approximately $5.8 million and $6.3 million of transaction costs, respectively. The transaction costs primarily related to financial advisory, legal, accounting, other professional service fees, and other transaction-related costs in connection with the Mergers. The integration costs primarily related to employee-related costs, including compensation for transition employees. The merger-related transaction and integration costs noted above were expensed to transaction costs in the consolidated statements of operations and comprehensive income (loss).

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4. Investment in Hotel Properties

Investment in hotel properties consisted of the following (in thousands):



	June 30, 2018			December 31, 2017
Land and improvements	$	556,336		$	597,451
Buildings and improvements	1,659,512			1,801,302
Furniture, fixtures and equipment	122,886			126,590
	2,338,734			2,525,343
Accumulated depreciation	(64,736		)	(27,463		)
Investment in hotel properties, net	$	2,273,998		$	2,497,880

For the three and six months ended June 30, 2018, the Company recognized depreciation expense related to its investment in hotel properties of approximately $20.3 million and $40.9 million, respectively. For the Predecessor three and six months ended June 30, 2017, the Company recognized depreciation expense related to its investment in hotel properties of approximately $27.4 million and $55.1 million, respectively.

Impairment

The Company determined that there was no impairment of any assets for the six months ended June 30, 2018.

During the Predecessor six months ended June 30, 2017, the Company recorded a total impairment loss of $35.1 million related to two hotel properties. In March 2017, the Company recorded a $24.8 million impairment loss on one hotel property based on third-party offers to purchase the hotel property and observable market data on a price per room basis from transactions involving hotel properties in similar locations (a Level 2 input in the fair value hierarchy). In June 2017, two hotel properties, including the hotel property that was previously impaired in March 2017, were classified as held for sale on the consolidated balance sheet. The basis for these hotel properties had previously been written down to the respective fair values of the hotel properties based on third-party offers to purchase the hotel properties and observable market data on a price per room basis from transactions involving hotel properties in similar locations (a Level 2 input in the fair value hierarchy). The Company recorded an additional impairment loss of $10.3 million on these two hotel properties in order to reflect the contractual sale prices, less the estimated costs to sell.

Held for Sale

In May 2018, the Company entered into a purchase and sale agreement to sell the Embassy Suites Napa Valley for $102.0 million. At June 30, 2018, this hotel property has been included in assets of hotel properties held for sale, net in the accompanying consolidated balance sheet. The transaction closed on July 13, 2018.

The following table is a summary of the major classes of assets held for sale (in thousands):



	June 30, 2018
Land and improvements	$	24,356
Buildings and improvements	62,141
Furniture, fixtures and equipment	1,671
Total assets of hotel properties held for sale, net	88,168

5. Investment in Unconsolidated Joint Ventures

As of June 30, 2018 and December 31, 2017, the Company owned 50% interests in joint ventures that owned two hotel properties. The Company accounts for the investments in these unconsolidated joint ventures under the equity method of accounting. The Company makes adjustments to the equity in income (loss) from unconsolidated joint ventures related to the difference between the Company's basis in the investment in the unconsolidated joint ventures as compared to the historical basis of the assets and liabilities of the joint ventures. As of June 30, 2018 and December 31, 2017, the unconsolidated entities' debt consisted entirely of non-recourse mortgage debt.

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The following table summarizes the components of the Company's investments in unconsolidated joint ventures (in thousands):



	June 30, 2018			December 31, 2017
Equity basis of the joint venture investments	$	(4,260	)	$	(4,733	)
Cost of the joint venture investments in excess of the joint venture book value	21,085			21,645
Investment in unconsolidated joint ventures	$	16,825		$	16,912

The following table summarizes the components of the Company's equity in income from unconsolidated joint ventures (in thousands):



	Successor			Predecessor			Successor			Predecessor
	For the three months ended June 30,			For the three months ended June 30,			For the six months ended June 30,			For the six months ended June 30,
	2018			2017			2018			2017
Unconsolidated joint ventures net income attributable to the Company	$	891		$	744		$	1,287		$	711
Depreciation of cost in excess of book value	(280		)	(96		)	(560		)	(193		)
Equity in income from unconsolidated joint ventures	$	611		$	648		$	727		$	518

6. Sale of Hotel Properties

During the six months ended June 30, 2018, the Company sold two hotel properties for a total sale price of approximately $119.2 million. In conjunction with these transactions, the Company recorded a $9.4 million loss on sale, which is included in loss on sale of hotel properties in the accompanying consolidated statement of operations and comprehensive income (loss). The loss on sale included approximately $1.5 million in lease termination fees as a result of early terminating the TRS Leases with the lessees at both hotel properties.

The following table discloses the hotel properties that were sold during the six months ended June 30, 2018:



Hotel Property Name	Location	Sale Date	Rooms
Embassy Suites Boston Marlborough	Marlborough, MA	February 21, 2018	229
Sheraton Philadelphia Society Hill Hotel	Philadelphia, PA	March 27, 2018	364
		Total	593

On July 13, 2018, the Company sold the Embassy Suites Napa Valley for $102.0 million.

During the Predecessor six months ended June 30, 2017, the Company did not sell any hotel properties.

7. Debt

The Company's debt consisted of the following (in thousands):



				Outstanding Borrowings at
	Number of Assets Encumbered	Interest Rate at June 30, 2018	Maturity Date	June 30, 2018			December 31, 2017
Senior secured notes (1)(2)(3)	9	—	—	$	—		$	552,669
Senior unsecured notes (1)(2)(4)	—	6.00%	June 2025	507,685			510,047
PNC Bank/Wells Fargo (5)	4	4.95%	October 2022	119,378			120,893
Prudential (6)	1	4.94%	October 2022	29,944			30,323
Scotiabank (1) (7)	1	LIBOR + 3.00%	November 2018	85,184			85,404
	15			742,191			1,299,336
Deferred financing costs, net				(97		)	(231		)
Debt, net				$	742,094		$	1,299,105

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(1)	Requires payments of interest only through maturity.


(2)	The senior secured notes include $28.7 million at December 31, 2017, and the senior unsecured notes include $32.7 million and $35.1 million at June 30, 2018 and December 31, 2017, respectively, related to fair value adjustments that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers.

(3)

On March 9, 2018, the Company completed the early redemption of the senior secured notes in full for an aggregate amount of approximately $539.0 million, which included the redemption price of 102.813% for the outstanding principal amount. The Company recognized a gain of approximately $12.9 million on the early redemption, which is included in gain on extinguishment of indebtedness in the accompanying consolidated statements of operations and comprehensive income (loss).


(4)	The Company has the option to redeem the senior unsecured notes beginning June 1, 2020 at a premium of 103.0%.


(5)	Includes $2.7 million and $3.0 million at June 30, 2018 and December 31, 2017, respectively, related to fair value adjustments on the mortgage loans that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers.


(6)	Includes $0.7 million and $0.7 million at June 30, 2018 and December 31, 2017, respectively, related to a fair value adjustment on the mortgage loan that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers.


(7)	Includes $0.2 million and $0.4 million at June 30, 2018 and December 31, 2017, respectively, related to a fair value adjustment on the mortgage loan that RLJ pushed down to the Company's consolidated financial statements as a result of the Mergers.

The senior unsecured notes and the senior secured notes (collectively, the "Senior Notes"), and certain mortgage agreements are subject to customary financial covenants. As of June 30, 2018 and December 31, 2017, the Company was in compliance with all financial covenants.

Interest Expense

During the three and six months ended June 30, 2018, the Company recognized $8.6 million and $21.8 million of interest expense, respectively. During the Predecessor three and six months ended June 30, 2017, the Company recognized $19.5 million of interest expense, which is net of capitalized interest of $0.4 million, and $38.8 million of interest expense, which is net of capitalized interest of $0.8 million, respectively.

8. Fair Value

Fair Value Measurement

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The fair value hierarchy has three levels of inputs, both observable and unobservable:


•	Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.


•	Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.


•	Level 3 — Inputs are unobservable and corroborated by little or no market data.

Fair Value of Financial Instruments

The Company used the following market assumptions and/or estimation methods:


•	Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities.

•

Debt — The Senior Notes had an estimated fair value of approximately $1.0 billion at December 31, 2017. On March 9, 2018, the Company completed the early redemption of the senior secured notes in full for an aggregate amount of approximately $539.0 million. The senior unsecured notes had an estimated fair value of approximately $492.2 million at June 30, 2018. The Company estimated the fair value of the Senior Notes by using publicly available trading prices, market interest rates, and spreads for the Senior Notes, which are Level 2 and Level 3 inputs in the fair value hierarchy. The mortgage loans had an estimated fair value of approximately $233.7 million and $236.2 million at June 30, 2018 and December 31, 2017, respectively. The Company estimated the fair value of the mortgage loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing

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rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy. The total estimated fair value of the Company's debt was $725.8 million and $1.3 billion at June 30, 2018 and December 31, 2017, respectively. The total carrying value of the Company's debt was $742.1 million and $1.3 billion at June 30, 2018 and December 31, 2017, respectively.

9. Commitments and Contingencies

Restricted Cash Reserves

The Company is obligated to maintain cash reserve funds for future capital expenditures at the hotels (including the periodic replacement or refurbishment of FF&E) as determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents. The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 4.0% to 5.0% of the individual hotel’s revenues and maintain the reserves in restricted cash reserve escrows. Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of June 30, 2018 and December 31, 2017, approximately $5.0 million and $3.3 million, respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes and insurance.

Minimum Lease Payments

In the future, the Company will receive rental income from the Lessees under its lease agreements. The lease agreements contain a specific base rent amount or a percentage rent amount, which is calculated based on a percentage of room revenues, food and beverage revenues, and other revenues at the hotel properties. The lease agreements will expire in 2018 (one hotel), 2019 (23 hotels), 2022 (seven hotels), and thereafter (one hotel).

As of June 30, 2018, the future minimum lease payments to the Company under the noncancelable operating leases were as follows (in thousands):



2018	$	38,650
2019	66,220
2020 (1)	—
2021 (1)	—
2022 (1)	—
Thereafter (1)	—
Total	$	104,870


(1)	In 2020, the lease terms for the in-place lease agreements will be reset to market-based rental terms. At that time, the future minimum lease payments to the Company under the noncancelable operating leases will be determined.

Litigation

Other than the legal proceeding mentioned below, neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows.

Prior to the Mergers, on March 24, 2016, an affiliate of InterContinental Hotels Group PLC ("IHG"), which was previously the hotel management company for three of the Company’s hotels (two of which were sold in 2006, and one of which was converted by the Company into a Wyndham brand and operation in 2013), notified the Company that the National Retirement Fund in which the employees at those hotels had participated had assessed a withdrawal liability of $8.3 million, with required quarterly payments including interest, in connection with the termination of IHG’s operation of those hotels. The Company’s hotel management agreements with IHG stated that it may be obligated to indemnify and hold IHG harmless for some or all of any amount ultimately contributed to the pension trust fund with respect to those hotels.

Based on the current assessment of the claim, the resolution of this matter may not occur until 2022. As of June 30, 2018, the Company maintained an accrual of approximately $4.8 million for the future quarterly payments to the pension trust fund, which is included in accounts payable and other liabilities in the accompanying consolidated balance sheet.

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The Company plans to vigorously defend the underlying claims and, if appropriate, IHG’s demand for indemnification.

Management Agreements

As discussed in Note 3, Merger with RLJ, the Company distributed its equity interests in FelCor TRS to RLJ LP immediately after consummation of the Mergers. As a result of the distribution of its equity interests in FelCor TRS, the Company's consolidated financial statements do not include the financial information related to the Lessees' management agreements.

During the Predecessor comparative period, the Company's hotel properties were operated pursuant to long-term management agreements with initial terms ranging from 5 to 20 years. Certain hotel properties also received the benefits of a franchise agreement pursuant to management agreements with Hilton, Wyndham, Marriott and other hotel brands. The management agreements, including those that include the benefits of a franchise agreement, have a base management fee generally between 2.0% and 5.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income (loss). For the Predecessor three and six months ended June 30, 2017, the Company recognized management fee expense of approximately $7.4 million and $14.6 million, respectively.

The Wyndham management agreements guarantee minimum levels of annual net operating income at each of the Wyndham-managed hotels for each year of the initial 10-year term to 2023, subject to an aggregate $100 million limit over the term and an annual $21.5 million limit. For the Predecessor three and six months ended June 30, 2017, the Company recorded $1.4 million and $2.4 million, respectively, for the pro-rata portion of the projected aggregate full-year guaranties. The Company recognized this amount as a reduction of Wyndham's contractual management and other fees.

Franchise Agreements

During the Predecessor comparative periods, certain of the Company’s hotel properties were operated under franchise agreements with initial terms of 15 years. These franchise agreements exclude certain hotel properties that received the benefits of a franchise agreement pursuant to management agreements with Hilton, Wyndham, Marriott and other hotel brands. In addition, The Knickerbocker is not operated with a hotel brand so the hotel did not have a franchise agreement. Franchise agreements allow the hotel properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee, generally 5.5% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs of 4.0% of room revenue. Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the Predecessor three and six months ended June 30, 2017, the Company recognized franchise fee expense of approximately $0.3 million and $0.6 million, respectively.

10. Equity

Successor Period

Rangers Ownership Interests/FelCor LP Partnership Interests

As of June 30, 2018, RLJ LP owned 100% of the ownership interests and was the sole managing member of Rangers. In addition, Rangers owned, through indirect interests, 99.0% of the partnership interests in FelCor LP. Rangers consolidates FelCor LP for financial reporting purposes as a result of its controlling financial interest. Rangers General Partner, LLC's 1.0% partnership interest in FelCor LP is recognized as a noncontrolling interest in FelCor LP on the consolidated balance sheets of Rangers.

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Consolidated Joint Venture Preferred Equity

The Company's joint venture that redeveloped The Knickerbocker raised $45.0 million ($44.4 million net of issuance costs) through the sale of redeemable preferred equity under the EB-5 Immigrant Investor Program. The purchasers receive a 3.25% current annual return (which increases to 8% if the Company does not redeem the equity interest before the fifth anniversary of the respective equity issuance), plus a 0.25% non-compounding annual return payable at redemption. As of June 30, 2018, the joint venture had received $45.0 million in gross proceeds. The preferred equity raised by the joint venture is included in preferred equity in a consolidated joint venture on the consolidated balance sheets.

Predecessor Period

Common Stock

In 2015, FelCor's Board of Directors authorized a share repurchase program to acquire up to $100.0 million of FelCor's shares of common stock, par value $0.01 per share (the "Common Stock"), through October 31, 2017. During the Predecessor six months ended June 30, 2017, FelCor did not repurchase and retire any of its shares of Common Stock.

Upon completion of the REIT Merger, each issued and outstanding share of Common Stock was converted into the right to receive 0.362 common shares of RLJ. Accordingly, for the Successor period, FelCor no longer has any issued, outstanding, or authorized shares of Common Stock.

Preferred Stock/Units

FelCor's Board of Directors authorized the issuance of up to 20 million shares of preferred stock in one or more series. FelCor's $1.95 Series A cumulative convertible preferred stock, par value $0.01 per share (the "Series A Preferred Stock") (units), had an annual cumulative dividend (distribution) that was payable in arrears equal to the greater of $1.95 per share (unit) or the cash distributions declared or paid for the corresponding period on the number of shares of Common Stock (units) into which the Series A Preferred Stock (units) is then convertible. Each share of Series A Preferred Stock (unit) was convertible at the holder's option to 0.7752 shares of Common Stock (units), subject to certain adjustments.

Upon completion of the REIT Merger, each issued and outstanding share of Series A Preferred Stock was converted into the right to receive one $1.95 Series A Cumulative Convertible Preferred Share, par value $0.01 per share, of RLJ. Accordingly, for the Successor period, FelCor no longer has any issued, outstanding, or authorized shares of Series A Preferred Stock.

11. Redeemable Noncontrolling Interests/Units in FelCor LP

In the Predecessor period, FelCor recorded the redeemable noncontrolling interests in FelCor LP, and FelCor LP recorded the redeemable units, in the mezzanine section (between liabilities and equity/partners' capital) of the consolidated balance sheets because of the redemption feature of the units. The redeemable noncontrolling interests/redeemable units held by the limited partners were redeemable for shares of Common Stock, or at the option of FelCor, for cash. Additionally, FelCor's consolidated statements of operations and comprehensive income (loss) separately present earnings attributable to the redeemable noncontrolling interests. FelCor adjusted the redeemable noncontrolling interests in FelCor LP (or redeemable units) each reporting period to reflect the greater of the carrying value based on the accumulation of historical costs or the redemption value. FelCor based the historical cost on the proportionate relationship between the carrying value of the equity associated with FelCor's common stockholders relative to that of FelCor LP's unitholders. FelCor based the redemption value on the closing price of the Common Stock at the end of the reporting period. FelCor allocated the net income (loss) to FelCor LP's noncontrolling limited partners based on their weighted average ownership percentage during the period.

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The following table summarizes the changes in the redeemable noncontrolling interests (or redeemable units) (in thousands):



	Predecessor
	For the six months ended June 30,
	2017
Balance at beginning of the period	$	4,888
Redemption value allocation	(193		)
Distributions paid to unitholders	(74		)
Net loss	(221		)
Balance at end of the period	$	4,400

Upon completion of the Partnership Merger, each outstanding FelCor LP Common Unit was converted into 0.362 common units of limited partnership interest in RLJ LP, unless the respective limited partner of FelCor LP elected to redeem his or her FelCor LP Common Units and receive 0.362 common shares of RLJ. Accordingly, for the Successor period, the Company no longer recognizes a redeemable noncontrolling interest (or redeemable units) in FelCor LP on the consolidated balance sheets.

12. Loss per Common Share/Unit

Successor Period

For the Successor period, RLJ LP, through direct and indirect wholly-owned subsidiaries, owns 100% of the ownership interests and is the sole member and partner of Rangers and FelCor LP, respectively.

Predecessor Period

Basic earnings (loss) per common share/unit is calculated by dividing net income (loss) attributable to common shareholders (unitholders) by the weighted-average number of common shares (units) outstanding during the period excluding the weighted-average number of unvested restricted shares (units) outstanding during the period. Diluted earnings per common share/unit is calculated by dividing net income attributable to common shareholders (unitholders) by the weighted-average number of common shares (units) outstanding during the period, plus any shares (units) that could potentially be outstanding during the period. The potential shares (units) consist of the unvested restricted share (unit) grants and unvested performance units, calculated using the treasury stock method. Any anti-dilutive shares (units) have been excluded from the diluted earnings (loss) per share (unit) calculation.

Unvested share-based payment awards that contain non-forfeitable rights to dividends (distributions) or dividend (distribution) equivalents (whether paid or unpaid) are participating shares (units) and are considered in the computation of earnings (loss) per share (unit) pursuant to the two-class method. If there were any undistributed earnings allocable to the participating shares (units), they would be deducted from net income (loss) attributable to common shareholders (unitholders) used in the basic and diluted earnings (loss) per share (unit) calculations.

The limited partners’ outstanding limited partnership units in FelCor LP (which may be redeemed for common shares of beneficial interest under certain circumstances) have been excluded from the diluted earnings (loss) per share (unit) calculation as there was no effect on the per share (unit) amounts, since the limited partners’ share of income would also be added back to net income (loss) attributable to common shareholders.

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The computation of basic and diluted earnings (loss) per common share (unit) is as follows (in thousands, except share/unit and per share/unit data):

Rangers Loss Per Common Share



	Predecessor
	For the three months ended June 30,			For the six months ended June 30,
	2017			2017
Numerator:
Net loss attributable to Rangers	$	(1,759	)	$	(37,670	)
Less: Preferred dividends	(6,279		)	(12,558		)
Less: Dividends paid on unvested restricted stock	(36		)	(73		)
Numerator for the loss attributable to Rangers common stockholders excluding amounts attributable to unvested restricted stock	$	(8,074	)	$	(50,301	)

Denominator:
Weighted-average number of common shares - basic	137,865,843			137,819,786
Weighted-average number of common shares - diluted	137,865,843			137,819,786

Basic and diluted loss per share:
Net loss	$	(0.06	)	$	(0.36	)

FelCor LP Loss Per Common Unit



	Predecessor
	For the three months ended June 30,			For the six months ended June 30,
	2017			2017
Numerator:
Net loss attributable to FelCor LP	$	(1,794	)	$	(37,891	)
Less: Preferred distributions	(6,279		)	(12,558		)
Less: Distributions paid on FelCor unvested restricted stock	(36		)	(73		)
Numerator for the net loss attributable to FelCor LP common unitholders excluding amounts attributable to FelCor unvested restricted stock	$	(8,109	)	$	(50,522	)

Denominator:
Weighted-average number of common units - basic	138,476,026			138,429,969
Weighted-average number of common units - diluted	138,476,026			138,429,969

Basic and diluted loss per unit:
Net loss	$	(0.06	)	$	(0.36	)

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13. Supplemental Information to the Statements of Cash Flows

The following supplemental information to the Statements of Cash Flows is for both Rangers and FelCor LP (in thousands):



	Successor			Predecessor
	For the six months ended June 30,			For the six months ended June 30,
	2018			2017
Reconciliation of cash, cash equivalents, and restricted cash reserves
Cash and cash equivalents	$	11,155		$	58,135
Restricted cash reserves	4,957			24,200
Cash, cash equivalents, and restricted cash reserves	$	16,112		$	82,335

Interest paid, net of capitalized interest	$	35,340		$	36,984

Income taxes (refund) paid	$	(262	)	$	1,105

Supplemental investing and financing transactions
In conjunction with the sale of hotel properties, the Company recorded the following:
Sale of hotel properties	$	119,200		$	—
Transaction costs	(2,650		)	(1,296		)
Proceeds from the sale of hotel properties, net	$	116,550		$	(1,296	)

Supplemental non-cash transactions
Accrued capital expenditures	$	6,010		$	5,711

14. FelCor LP's Consolidating Financial Information

Certain of FelCor LP's 100% owned subsidiaries (FCH/PSH, L.P.; FelCor/CMB Buckhead Hotel, L.L.C.; FelCor/CMB Marlborough Hotel, L.L.C.; FelCor/CMB Orsouth Holdings, L.P.; FelCor/CMB SSF Holdings, L.P.; FelCor/CSS Holdings, L.P.; FelCor Dallas Love Field Owner, L.L.C.; FelCor Milpitas Owner, L.L.C.; FelCor TRS Borrower 4, L.L.C.; FelCor Hotel Asset Company, L.L.C.; FelCor St. Pete (SPE), L.L.C.; FelCor Esmeralda (SPE), L.L.C.; FelCor S-4 Hotels (SPE), L.L.C.; Madison 237 Hotel, L.L.C.; Myrtle Beach Owner, L.L.C.; and Royalton 44 Hotel, L.L.C., collectively the “Subsidiary Guarantors”), together with Rangers, guaranty, fully and unconditionally, except where subject to customary release provisions as described below, and jointly and severally, our senior notes debt.

The guaranties by the Subsidiary Guarantors may be automatically and unconditionally released upon (i) the sale or other disposition of all of the capital stock of the Subsidiary Guarantor or the sale or disposition of all or substantially all of the assets of the Subsidiary Guarantor, if, in each case, as a result of such sale or disposition, such Subsidiary Guarantor ceases to be a subsidiary of FelCor LP, (ii) the consolidation or merger of any such Subsidiary Guarantor with any person other than FelCor LP, or a subsidiary of FelCor LP, if, as a result of such consolidation or merger, such Subsidiary Guarantor ceases to be a subsidiary of the Operating Partnership, (iii) a legal defeasance or covenant defeasance of the indenture, (iv) the unconditional and complete release of such Subsidiary Guarantor in accordance with the modification and waiver provisions of the indenture, or (v) the designation of a restricted subsidiary that is a Subsidiary Guarantor as an unrestricted subsidiary under and in compliance with the indenture.

For the Predecessor period, FelCor TRS was a subsidiary guarantor in the condensed consolidating balance sheet, the condensed consolidating statements of operations and comprehensive income, and the condensed consolidating statements of cash flows. Pursuant to the terms of each of the indentures governing the Senior Notes, upon completion of the distribution of the equity interests in FelCor TRS, FelCor TRS' guarantee of the Senior Notes was automatically released and FelCor TRS Holdings, L.L.C. ceased being a subsidiary guarantor of the Senior Notes. Accordingly, FelCor TRS is not a subsidiary guarantor in the FelCor LP consolidating financial information for the Company.

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The following tables present the consolidating financial information for the Subsidiary Guarantors:

FelCor Lodging Limited Partnership

Condensed Consolidating Balance Sheet

June 30, 2018 (Successor)

(in thousands)



	FelCor LP		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Equity investment in consolidated entities	$	2,209,305	$	—	$	—	$	(2,209,305	)	$	—
Investment in hotel properties, net	—		725,334		1,548,664		—			2,273,998
Investment in unconsolidated joint ventures	16,825		—		—		—			16,825
Cash and cash equivalents	9,611		—		1,544		—			11,155
Restricted cash reserves	436		—		4,521		—			4,957
Related party rent receivable	—		18,559		32,749		—			51,308
Intangible assets, net	—		47,553		68,755		—			116,308
Prepaid expense and other assets	2,367		692		3,620		—			6,679
Assets of hotel properties held for sale, net	—		—		88,168		—			88,168
Total assets	$	2,238,544	$	792,138	$	1,748,021	$	(2,209,305	)	$	2,569,398

Debt, net	$	507,685	$	—	$	267,118	$	(32,709	)	$	742,094
Accounts payable and other liabilities	7,661		16,122		20,662		—			44,445
Related party lease termination fee payable	—		1,536		7,707		—			9,243
Accrued interest	2,463		—		—		—			2,463
Distributions payable	—		—		122		—			122
Total liabilities	517,809		17,658		295,609		(32,709		)	798,367

Partnership interests	1,720,735		774,480		1,402,116		(2,176,596		)	1,720,735
Total partners' capital, excluding noncontrolling interest	1,720,735		774,480		1,402,116		(2,176,596		)	1,720,735
Noncontrolling interest in consolidated joint ventures	—		—		5,866		—			5,866
Preferred capital in a consolidated joint venture	—		—		44,430		—			44,430
Total partners’ capital	1,720,735		774,480		1,452,412		(2,176,596		)	1,771,031
Total liabilities and partners’ capital	$	2,238,544	$	792,138	$	1,748,021	$	(2,209,305	)	$	2,569,398

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FelCor Lodging Limited Partnership

Condensed Consolidating Balance Sheet

December 31, 2017 (Successor)

(in thousands)



	FelCor LP		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Equity investment in consolidated entities	$	2,384,094	$	—	$	—	$	(2,384,094	)	$	—
Investment in hotel properties, net	—		856,541		1,641,339		—			2,497,880
Investment in unconsolidated joint ventures	16,912		—		—		—			16,912
Cash and cash equivalents	9,202		—		5,526		—			14,728
Restricted cash reserves	436		—		2,867		—			3,303
Related party rent receivable	—		32,200		47,890		—			80,090
Intangible assets, net	—		48,846		69,324		—			118,170
Prepaid expense and other assets	4,405		3,292		4,994		—			12,691
Total assets	$	2,415,049	$	940,879	$	1,771,940	$	(2,384,094	)	$	2,743,774

Debt, net	$	1,062,716	$	—	$	269,098	$	(32,709	)	$	1,299,105
Accounts payable and other liabilities	20,018		13,605		20,568		—			54,191
Related party lease termination fee payable	—		—		7,707		—			7,707
Accrued interest	12,286		—		—		—			12,286
Distributions payable	—		—		126		—			126
Total liabilities	1,095,020		13,605		297,499		(32,709		)	1,373,415

Partnership interests	1,320,029		927,274		1,424,111		(2,351,385		)	1,320,029
Total partners' capital, excluding noncontrolling interest	1,320,029		927,274		1,424,111		(2,351,385		)	1,320,029
Noncontrolling interest in consolidated joint ventures	—		—		5,900		—			5,900
Preferred capital in a consolidated joint venture	—		—		44,430		—			44,430
Total partners’ capital	1,320,029		927,274		1,474,441		(2,351,385		)	1,370,359
Total liabilities and partners’ capital	$	2,415,049	$	940,879	$	1,771,940	$	(2,384,094	)	$	2,743,774

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FelCor Lodging Limited Partnership

Condensed Consolidating Statement of Operations and Comprehensive Income

For the Three Months Ended June 30, 2018 (Successor)

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenue
Related party lease revenue	$	—		$	23,833		$	36,817		$	—		$	60,650
Total revenue	—			23,833			36,817			—			60,650

Expense
Depreciation and amortization	114			8,361			12,017			—			20,492
Property tax, insurance and other	61			7,228			6,767			—			14,056
General and administrative	492			15			44			—			551
Transaction costs	474			92			81			—			647
Total operating expense	1,141			15,696			18,909			—			35,746
Operating income	(1,141		)	8,137			17,908			—			24,904
Other income	2			—			100			—			102
Interest income	131			—			—			(78		)	53
Interest expense	(5,944		)	—			(2,742		)	78			(8,608		)
Gain on extinguishment of indebtedness	7			—			—			—			7
Income before equity in income from unconsolidated joint ventures	(6,945		)	8,137			15,266			—			16,458
Equity in income from consolidated entities	23,034			—			—			(23,034		)	—
Equity in income from unconsolidated joint ventures	611			—			—			—			611
Income from operations	16,700			8,137			15,266			(23,034		)	17,069
Gain on sale of hotel properties	—			(17		)	59			—			42
Net income and comprehensive income	16,700			8,120			15,325			(23,034		)	17,111
Noncontrolling interest in consolidated joint ventures	—			—			(42		)	—			(42		)
Preferred distributions - consolidated joint venture	—			—			(369		)	—			(369		)
Net income and comprehensive income attributable to FelCor LP	$	16,700		$	8,120		$	14,914		$	(23,034	)	$	16,700

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FelCor Lodging Limited Partnership

Condensed Consolidating Statement of Operations and Comprehensive Loss

For the Three Months Ended June 30, 2017 (Predecessor)

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenue
Room revenue	$	—		$	168,772		$	—		$	—		$	168,772
Food and beverage revenue	—			37,921			—			—			37,921
Related party lease revenue	—			—			46,486			(46,486		)	—
Other revenue	36			13,569			142			—			13,747
Total revenue	36			220,262			46,628			(46,486		)	220,440

Expense
Room expense	—			43,483			—			—			43,483
Food and beverage expense	—			28,281			—			—			28,281
Management and franchise fee expense	—			7,726			—			—			7,726
Other operating expense	—			56,167			—			—			56,167
Total property operating expense	—			135,657			—			—			135,657
Depreciation and amortization	116			10,712			16,700			—			27,528
Impairment loss	—			10,271			—			—			10,271
Property tax, insurance and other	67			57,042			6,319			(46,486		)	16,942
General and administrative	—			3,396			2,885			—			6,281
Transaction costs	5,843			—			—			—			5,843
Total operating expense	6,026			217,078			25,904			(46,486		)	202,522
Operating income	(5,990		)	3,184			20,724			—			17,918
Other income	—			—			100			—			100
Intercompany interest income (expense)	90			—			(90		)	—			—
Interest income	24			23			—			—			47
Interest expense	(14,519		)	—			(4,944		)	—			(19,463		)
Loss before equity in income from unconsolidated joint ventures	(20,395		)	3,207			15,790			—			(1,398		)
Equity in income from consolidated entities	18,056			—			—			(18,056		)	—
Equity in income from unconsolidated joint ventures	575			84			(11		)	—			648
Loss before income tax expense	(1,764		)	3,291			15,779			(18,056		)	(750		)
Income tax expense	(30		)	(473		)	—			—			(503		)
Loss from operations	(1,794		)	2,818			15,779			(18,056		)	(1,253		)
Loss on sale of hotel properties	—			(126		)	(81		)	—			(207		)
Net loss and comprehensive loss	(1,794		)	2,692			15,698			(18,056		)	(1,460		)
Noncontrolling interest in consolidated joint ventures	—			(6		)	39			—			33
Preferred distributions - consolidated joint venture	—			—			(367		)	—			(367		)
Net loss and comprehensive loss attributable to FelCor LP	(1,794		)	2,686			15,370			(18,056		)	(1,794		)
Preferred distributions	(6,279		)	—			—			—			(6,279		)
Net loss and comprehensive loss attributable to FelCor LP common unitholders	$	(8,073	)	$	2,686		$	15,370		$	(18,056	)	$	(8,073	)

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FelCor Lodging Limited Partnership

Condensed Consolidating Statement of Operations and Comprehensive Income

For the Six Months Ended June 30, 2018 (Successor)

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenue
Related party lease revenue	$	—		$	42,685		$	71,515		$	—		$	114,200
Total revenue	—			42,685			71,515			—			114,200

Expense
Depreciation and amortization	228			17,113			23,863			—			41,204
Property tax, insurance and other	103			14,713			14,071			—			28,887
General and administrative	973			55			131			—			1,159
Transaction costs	1,983			101			91			—			2,175
Total operating expense	3,287			31,982			38,156			—			73,425
Operating income	(3,287		)	10,703			33,359			—			40,775
Other income	10			—			100			—			110
Interest income	239			—			—			(156		)	83
Interest expense	(16,530		)	—			(5,381		)	156			(21,755		)
Gain on extinguishment of indebtedness	12,936			—			—			—			12,936
Income before equity in income from unconsolidated joint ventures	(6,632		)	10,703			28,078			—			32,149
Equity in income from consolidated entities	28,756			—			—			(28,756		)	—
Equity in income from unconsolidated joint ventures	727			—			—			—			727
Income from operations	22,851			10,703			28,078			(28,756		)	32,876
Loss on sale of hotel properties	—			(9,415		)	91			—			(9,324		)
Net income and comprehensive income	22,851			1,288			28,169			(28,756		)	23,552
Noncontrolling interest in consolidated joint ventures	—			—			34			—			34
Preferred distributions - consolidated joint venture	—			—			(735		)	—			(735		)
Net income and comprehensive income attributable to FelCor LP	$	22,851		$	1,288		$	27,468		$	(28,756	)	$	22,851

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FelCor Lodging Limited Partnership

Condensed Consolidating Statement of Operations and Comprehensive Loss

For the Six Months Ended June 30, 2017 (Predecessor)

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenue
Room revenue	$	—		$	313,705		$	—		$	—		$	313,705
Food and beverage revenue	—			69,995			—			—			69,995
Related party lease revenue	—			—			84,530			(84,530		)	—
Other revenue	39			24,602			203			—			24,844
Total revenue	39			408,302			84,733			(84,530		)	408,544

Expense
Room expense	—			84,161			—			—			84,161
Food and beverage expense	—			54,503			—			—			54,503
Management and franchise fee expense	—			15,276			—			—			15,276
Other operating expense	—			110,555			—			—			110,555
Total property operating expense	—			264,495			—			—			264,495
Depreciation and amortization	231			21,570			33,565			—			55,366
Impairment loss	—			35,109			—			—			35,109
Property tax, insurance and other	107			103,734			12,320			(84,530		)	31,631
General and administrative	—			7,025			6,196			—			13,221
Transaction costs	6,316			—			—			—			6,316
Total operating expense	6,654			431,933			52,081			(84,530		)	406,138
Operating income	(6,615		)	(23,631		)	32,652			—			2,406
Other income	—			—			100			—			100
Intercompany interest income (expense)	184			—			(184		)	—			—
Interest income	43			37			—			—			80
Interest expense	(29,084		)	—			(9,698		)	—			(38,782		)
Loss before equity in income from unconsolidated joint ventures	(35,472		)	(23,594		)	22,870			—			(36,196		)
Equity in loss from consolidated entities	(3,379		)	—			—			3,379			—
Equity in income from unconsolidated joint ventures	1,016			(475		)	(23		)	—			518
Loss before income tax expense	(37,835		)	(24,069		)	22,847			3,379			(35,678		)
Income tax expense	(56		)	(994		)	—			—			(1,050		)
Loss from operations	(37,891		)	(25,063		)	22,847			3,379			(36,728		)
Loss on sale of hotel properties	—			(652		)	(221		)	—			(873		)
Net loss and comprehensive loss	(37,891		)	(25,715		)	22,626			3,379			(37,601		)
Noncontrolling interest in consolidated joint ventures	—			260			177			—			437
Preferred distributions - consolidated joint venture	—			—			(727		)	—			(727		)
Net loss and comprehensive loss attributable to FelCor LP	(37,891		)	(25,455		)	22,076			3,379			(37,891		)
Preferred distributions	(12,558		)	—			—			—			(12,558		)
Net loss and comprehensive loss attributable to FelCor LP common unitholders	$	(50,449	)	$	(25,455	)	$	22,076		$	3,379		$	(50,449	)

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FelCor Lodging Limited Partnership

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2018 (Successor)

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	(42,177	)	$	46,769		$	72,134		$	—		$	76,726
Investing activities:
Proceeds from the sale of hotel properties, net	—			116,458			92			—			116,550
Improvements and additions to hotel properties	—			(10,945		)	(22,848		)	—			(33,793		)
Additions to property and equipment	(4		)	—			—			—			(4		)
Intercompany financing	201,745			—			—			(201,745		)	—
Cash flows from investing activities	201,741			105,513			(22,756		)	(201,745		)	82,753
Financing activities:
Repayments of borrowings	(538,809		)	—			(1,495		)	—			(540,304		)
Contributions from partners	641,783			—			—			—			641,783
Distributions to partners	(262,128		)	—			—			—			(262,128		)
Payments of deferred financing costs	—			—			(10		)	—			(10		)
Preferred distributions - consolidated joint venture	—			—			(739		)	—			(739		)
Intercompany financing	—			(152,282		)	(49,463		)	201,745			—
Cash flows from financing activities	(159,154		)	(152,282		)	(51,707		)	201,745			(161,398		)
Net change in cash, cash equivalents, and restricted cash reserves	410			—			(2,329		)	—			(1,919		)
Cash, cash equivalents, and restricted cash reserves, beginning of year	9,637			—			8,394			—			18,031
Cash, cash equivalents, and restricted cash reserves, end of period	$	10,047		$	—		$	6,065		$	—		$	16,112

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FelCor Lodging Limited Partnership

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2017 (Predecessor)

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	(33,170	)	$	41,039		$	59,380		$	—		$	67,249
Investing activities:
Net payments related to asset sales	(623		)	(524		)	(149		)	—			(1,296		)
Improvements and additions to hotel properties	5			(12,604		)	(29,322		)	—			(41,921		)
Distributions from unconsolidated joint ventures in excess of earnings	840			—			—			—			840
Intercompany financing	64,241			—			—			(64,241		)	—
Cash flows from investing activities	64,463			(13,128		)	(29,471		)	(64,241		)	(42,377		)
Financing activities:
Proceeds from borrowings	—			—			51,000			—			51,000
Repayments of borrowings	—			—			(30,419		)	—			(30,419		)
Distributions to preferred unitholders	(12,558		)	—			—			—			(12,558		)
Distributions to common unitholders	(16,631		)	—			—			—			(16,631		)
Contributions from noncontrolling interests	—			299			—			—			299
Net proceeds from the issuance of preferred capital in a consolidated joint venture	—			—			648			—			648
Intercompany financing	—			(13,940		)	(50,301		)	64,241			—
Other	(955		)	—			(729		)	—			(1,684		)
Cash flows from financing activities	(30,144		)	(13,641		)	(29,801		)	64,241			(9,345		)
Net change in cash, cash equivalents, and restricted cash reserves	1,149			14,270			108			—			15,527
Cash, cash equivalents, and restricted cash reserves, beginning of year	13,532			45,574			7,702			—			66,808
Cash, cash equivalents, and restricted cash reserves, end of period	$	14,681		$	59,844		$	7,810		$	—		$	82,335

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report, as well as the information contained in the combined Annual Report on Form 10-K for the year ended December 31, 2017 of Rangers Sub I, LLC ("Rangers") and FelCor Lodging Limited Partnership ("FelCor LP"), filed with the SEC on March 2, 2018 (the "Annual Report"), which is accessible on the SEC’s website at www.sec.gov.

Statement Regarding Forward-Looking Information

The following information contains certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words "believe," "project," "expect," "anticipate," "estimate," "plan," "may," "will," "will continue," "intend," "should," or similar expressions. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: the current global economic uncertainty, increased direct competition, changes in government regulations or accounting rules, changes in local, national and global real estate conditions, declines in the lodging industry, seasonality of the lodging industry, risks related to natural disasters, such as earthquakes and hurricanes, hostilities, including future terrorist attacks or fear of hostilities that affect travel, our ability to obtain lines of credit or permanent financing on satisfactory terms, changes in interest rates, access to capital through offerings of our common and preferred shares of beneficial interest, or debt, our ability to identify suitable acquisitions, our ability to close on identified acquisitions and integrate those businesses and inaccuracies of our accounting estimates. Given these uncertainties, undue reliance should not be placed on such statements.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. We caution investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures we make concerning risks and uncertainties in the sections entitled "Forward-Looking Statements," "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report, as well as the risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q and identified in other documents filed by us with the SEC.

Overview

Rangers is a Maryland limited liability company that, through FelCor LP, owns hotel properties and conducts other business. Substantially all of Rangers' assets and liabilities are held by, and all of its operations are conducted through, FelCor LP. 100% of the ownership interests of Rangers are held by RLJ LP, which is the operating partnership of RLJ, one of the largest U.S. publicly traded lodging REITs in terms of both number of hotels and number of rooms. Rangers indirectly owns a 99% partnership interest in FelCor LP. Rangers GP, a wholly-owned subsidiary of RLJ LP, owns the remaining 1% partnership interest and is the sole general partner of FelCor LP.

Our hotel properties are concentrated in markets that we believe exhibit multiple demand generators and attractive long-term growth prospects. We believe premium-branded, compact full-service hotels with these characteristics generate high levels of Revenue per Available Room ("RevPAR"), strong operating margins and attractive returns.

As we look at factors that could impact our business, we find that the consumer is generally in good financial health, job creation remains positive, and an increase in wages is adding to consumers' disposable income. While geopolitical and global economic uncertainty still exists, we remain hopeful that positive employment trends, high consumer confidence, and improving corporate sentiment will continue to drive economic expansion in the U.S.

We are cautiously optimistic that the recent tax reform will accelerate the expansion of the U.S. economy and generate positive lodging demand and RevPAR growth for the industry. However, in light of accelerating supply, RevPAR growth is likely to be moderate.

RLJ continues to follow a prudent and disciplined capital allocation strategy. RLJ will continue to look for and weigh all possible investment decisions against the highest and best returns for its shareholders over the long term. RLJ believes that its cash on hand and expected access to capital along with its senior management team's experience, extensive industry

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relationships and asset management expertise, will enable us to pursue investment opportunities that generate additional internal and external growth.

As of June 30, 2018, we owned 34 hotel properties with approximately 10,240 rooms, located in 14 states. We owned, through wholly-owned subsidiaries, a 100% interest in 31 hotel properties, a 95% interest in The Knickerbocker, and 50% interests in entities owning two hotel properties. We consolidate the real estate interests in the 32 hotel properties in which we hold a controlling financial interest, and we record the real estate interests in the two hotels in which we hold an indirect 50% interest using the equity method of accounting. The Company leases 33 of its 34 hotel properties to subsidiaries of RLJ LP.

Recent Significant Activities

Our significant activities reflect RLJ's commitment to creating long-term shareholder value through enhancing its hotel portfolio's quality, recycling capital and maintaining a prudent capital structure. During the six months ended June 30, 2018, the following significant activities took place:


•	In February 2018, we sold the Embassy Suites Boston Marlborough in Marlborough, Massachusetts for $23.7 million.


•	In March 2018, we completed the early redemption of the senior secured notes in full for an aggregate principal amount of $524.0 million.


•	In March 2018, we sold the Sheraton Philadelphia Society Hill Hotel in Philadelphia, Pennsylvania for $95.5 million.


•	In May 2018, we entered into a purchase and sale agreement to sell the Embassy Suites Napa Valley for $102.0 million. At June 30, 2018, this hotel property has been included in assets of hotel properties held for sale, net on the consolidated balance sheet. The transaction closed on July 13, 2018.

Our Customers

Our hotel property-owning subsidiaries (the "Lessors") receive rental income from the property-operating subsidiaries (the "Lessees") under lease agreements. The lease agreements contain a specific base rent amount or a percentage rent amount, which is calculated based on a percentage of room revenues, food and beverage revenues, and other revenues at the hotel properties.

Substantially all of our hotel properties consist of premium-branded, compact full-service hotels. As a result of this property profile, the majority of our hotel properties' customers are transient in nature. Transient business typically represents individual business or leisure travelers. As a result, macroeconomic factors that impact both business travel and leisure travel have an effect on our business. Group business is typically defined as a minimum of 10 guestrooms booked together as part of the same piece of business. Group business may or may not use the meeting space at any given hotel. A number of our hotels are affiliated with brands marketed toward extended-stay customers. Extended-stay customers are generally defined as those staying five nights or longer.

Our Revenues and Expenses

Our revenue is derived from rental income received under lease agreements, which contain a specific base rent amount or a percentage rent amount, which is calculated based on a percentage of room revenues, food and beverage revenues, and other revenues at the hotel properties.

Our expenses consist of the depreciation and amortization on our investment in hotel properties and intangible assets, and property taxes, insurance, and other property-related costs of our hotel properties.

For the Predecessor period, our revenue was primarily derived from the operation of hotels, including the sale of rooms, food and beverage revenue and other operating department revenue, which consists of parking fees, golf, pool, and other resort fees, gift shop sales, and other guest service fees.

For the Predecessor period, our operating costs and expenses consist of the costs to provide hotel services, including room expense, food and beverage expense, management and franchise fees and other operating expenses. Room expense includes housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Food and beverage expense primarily includes the cost of food, the cost of beverages and associated labor costs. Other operating expenses include labor and other costs associated with the other operating department revenue, as well as labor and

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other costs associated with administrative departments, sales and marketing, repairs and maintenance and utility costs. Our hotel properties that are subject to franchise agreements are charged a royalty fee, plus additional fees for marketing, central reservation systems and other franchisor costs, in order for the hotel properties to operate under the respective brands. The franchise fees are based on a percentage of room revenue. Our hotel properties are managed by independent, third-party management companies under long-term agreements pursuant to which the management companies typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel property. We generally receive a cash distribution from the management companies on a monthly basis, which reflects the hotel-level sales less hotel-level operating expenses.

Key Indicators of Financial Performance

We use financial information to evaluate the amount of rental income we receive from the Lessees under our lease agreements. We earn a base rent amount or a percentage rent amount, which is calculated based on a percentage of room revenues, food and beverage revenues, and other revenues at the hotel properties. Industry standard statistical information and comparative data, such as Average Daily Rate ("ADR"), occupancy, and RevPAR, are used to measure the operating performance of our hotel properties, including its impact on the amount of rental income recognized from base rent or percentage rent. We also use financial information to evaluate the significance of the property taxes, insurance, and other property-related costs at our hotel properties.

We use a variety of operating, financial and other information to evaluate the operating performance of our business. The key indicators include financial information that was prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In addition, we use other information that may not be financial in nature, including industry standard statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotel properties in our portfolio to determine each hotel's contribution to cash flow and its potential to provide attractive long-term total returns. The key indicators included:


•	ADR


•	Occupancy


•	RevPAR

ADR, Occupancy and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring the operating performance at the individual hotel property level and across our entire business. We evaluate the individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only room revenue.

Critical Accounting Policies

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect 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. It is possible that the actual amounts may differ significantly from these estimates and assumptions. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is available to us, our business and industry experience, and various other matters that we believe are reasonable and appropriate for consideration under the circumstances. Our Annual Report on Form 10-K for the year ended December 31, 2017 contains a discussion of our critical accounting policies. There have been no significant changes to our critical accounting policies since December 31, 2017.

Results of Operations

At June 30, 2018 and 2017, we owned 34 and 39 hotel properties, respectively. Based on when a hotel property is acquired, sold or closed for renovation, the operating results for certain hotel properties are not comparable for the three and six months ended June 30, 2018 and 2017. The non-comparable hotel properties include five dispositions that were completed between January 1, 2017 and June 30, 2018.

As discussed in Note 3 to our accompanying consolidated financial statements, Merger with RLJ, RLJ elected to apply pushdown accounting to the Company's consolidated financial statements. Accordingly, the Company's consolidated financial statements for the periods before and after August 31, 2017 (the "Acquisition Date") reflect different bases of accounting, and the results of operations for those periods are not comparable. As a result, the results of operations are separated into two

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distinct periods; the periods prior to the Acquisition Date are identified as "Predecessor", and the periods after the Acquisition Date are identified as "Successor". Additionally, immediately after the consummation of the Mergers, the Company distributed the equity interests in FelCor TRS to RLJ LP. As a result of the distribution of FelCor TRS, the Lessees' lease payments are no longer eliminated in consolidation.

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Comparison of the three months ended June 30, 2018 to the Predecessor three months ended June 30, 2017



	Successor			Predecessor
	For the three months ended June 30,			For the three months ended June 30,
	2018			2017			$ Change			% Change
Revenue
Operating revenue
Room revenue	$	—		$	168,772		$	(168,772	)	(100.0	)%
Food and beverage revenue	—			37,921			(37,921		)	(100.0	)%
Related party lease revenue	60,650			—			60,650			100.0	%
Other revenue	—			13,747			(13,747		)	(100.0	)%
Total revenue	$	60,650		$	220,440		$	(159,790	)	(72.5	)%
Expense
Operating expense
Room expense	$	—		$	43,483		$	(43,483	)	(100.0	)%
Food and beverage expense	—			28,281			(28,281		)	(100.0	)%
Management and franchise fee expense	—			7,726			(7,726		)	(100.0	)%
Other operating expense	—			56,167			(56,167		)	(100.0	)%
Total property operating expense	—			135,657			(135,657		)	(100.0	)%
Depreciation and amortization	20,492			27,528			(7,036		)	(25.6	)%
Impairment loss	—			10,271			(10,271		)	(100.0	)%
Property tax, insurance and other	14,056			16,942			(2,886		)	(17.0	)%
General and administrative	551			6,281			(5,730		)	(91.2	)%
Transaction costs	647			5,843			(5,196		)	(88.9	)%
Total operating expense	35,746			202,522			(166,776		)	(82.3	)%
Operating income	24,904			17,918			6,986			39.0	%
Other income	102			100			2			2.0	%
Interest income	53			47			6			12.8	%
Interest expense	(8,608		)	(19,463		)	10,855			(55.8	)%
Gain on debt extinguishment	7			—			7			100.0	%
Income (loss) before equity in income from unconsolidated joint ventures	16,458			(1,398		)	17,856			—	%
Equity in income from unconsolidated joint ventures	611			648			(37		)	(5.7	)%
Income (loss) before income tax expense	17,069			(750		)	17,819			—	%
Income tax expense	—			(503		)	503			(100.0	)%
Income (loss) from operations	17,069			(1,253		)	18,322			—	%
Gain (loss) on sale of hotel properties	42			(207		)	249			—	%
Net income (loss) and comprehensive income (loss)	17,111			(1,460		)	18,571			—	%
Net (income) loss attributable to noncontrolling interests:
Noncontrolling interest in consolidated joint ventures	(42		)	33			(75		)	—	%
Noncontrolling interest in FelCor LP	(167		)	35			(202		)	—	%
Preferred distributions - consolidated joint venture	(369		)	(367		)	(2		)	0.5	%
Net income (loss) and comprehensive income (loss) attributable to Rangers	16,533			(1,759		)	18,292			—	%
Preferred dividends	—			(6,279		)	6,279			(100.0	)%
Net income (loss) and comprehensive income (loss) attributable to ownership interests/common shareholders	$	16,533		$	(8,038	)	$	24,571		—	%

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Revenue

Total revenue for the three months ended June 30, 2018 decreased $159.8 million, or 72.5%, to $60.7 million from $220.4 million for the Predecessor three months ended June 30, 2017. The decrease was the result of a $168.8 million decrease in room revenue, a $37.9 million decrease in food and beverage revenue, and a $13.7 million decrease in other revenue, partially offset by a $60.7 million increase in related party lease revenue.

Room Revenue

Room revenue for the three months ended June 30, 2018 decreased $168.8 million, or 100.0%, from the Predecessor three months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Food and Beverage Revenue

Food and beverage revenue for the three months ended June 30, 2018 decreased $37.9 million, or 100.0%, from the Predecessor three months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Related Party Lease Revenue

The Company recognized approximately $60.7 million of related party lease revenue during the three months ended June 30, 2018. The recognition of related party lease revenue in the Successor period as compared to the Predecessor period is the result of the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Other Revenue

Other revenue, which includes revenue derived from ancillary sources such as parking fees, golf, pool, and other resort fees, gift shop sales and other guest service fees, for the three months ended June 30, 2018 decreased $13.7 million, or 100.0%, from the Predecessor three months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Property Operating Expense

Property operating expense for the three months ended June 30, 2018 decreased $135.7 million, or 100.0%, from the Predecessor three months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended June 30, 2018 decreased $7.0 million, or 25.6%, to $20.5 million from $27.5 million for the Predecessor three months ended June 30, 2017. The decrease was the result of a $4.4 million decrease in depreciation and amortization expense associated with the hotel properties that were sold during the comparative period and a $2.6 million decrease in depreciation and amortization expense as a result of the pushdown accounting for the new basis of accounting established by RLJ for the assets acquired in the Mergers.

Impairment Loss

During the Predecessor three months ended June 30, 2017, the Company recorded a total impairment loss of $10.3 million on two hotel properties, both of which were classified as held for sale on the consolidated balance sheet at June 30, 2017. The impairment loss was recorded in order to reflect the contractual sale prices, less the estimated costs to sell.

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Property Tax, Insurance and Other

Property tax, insurance and other expense for the three months ended June 30, 2018 decreased $2.9 million, or 17.0%, to $14.1 million from $16.9 million for the Predecessor three months ended June 30, 2017. The decrease was primarily the result of a decrease in property tax, insurance and other expense associated with hotel properties that were sold during the comparative period.

General and Administrative

General and administrative expense for the three months ended June 30, 2018 decreased $5.7 million, or 91.2%, to $0.6 million from $6.3 million for the Predecessor three months ended June 30, 2017. The decrease in general and administrative expense was primarily attributable to the Mergers on August 31, 2017, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ. The Merger with RLJ resulted in a decrease in compensation expense and a decrease in other general and administrative expenses.

Transaction Costs

Transaction costs decreased $5.2 million, or 88.9%, to $0.6 million during the three months ended June 30, 2018 from $5.8 million during the Predecessor three months ended June 30, 2017. The decrease in transaction costs was primarily attributable to a decrease of approximately $5.5 million in transaction and integration costs related to the Mergers.

Interest Expense

Interest expense for the three months ended June 30, 2018 decreased $10.9 million, or 55.8%, to $8.6 million from $19.5 million for the Predecessor three months ended June 30, 2017. The decrease in interest expense was primarily due to a lower average debt balance during the three months ended June 30, 2018 as a result of principal payments and the early redemption of the senior secured notes on March 9, 2018. In addition, the decrease in interest expense was the result of the amortization of fair value adjustments on the Senior Notes and the mortgage loans that were recognized at fair value in the Mergers on August 31, 2017, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

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Comparison of the six months ended June 30, 2018 to the Predecessor six months ended June 30, 2017



	Successor			Predecessor
	For the six months ended June 30,			For the six months ended June 30,
	2018			2017			$ Change			% Change
Revenue
Operating revenue
Room revenue	$	—		$	313,705		$	(313,705	)	(100.0	)%
Food and beverage revenue	—			69,995			(69,995		)	(100.0	)%
Related party lease revenue	114,200			—			114,200			100.0	%
Other revenue	—			24,844			(24,844		)	(100.0	)%
Total revenue	$	114,200		$	408,544		$	(294,344	)	(72.0	)%
Expense
Operating expense
Room expense	$	—		$	84,161		$	(84,161	)	(100.0	)%
Food and beverage expense	—			54,503			(54,503		)	(100.0	)%
Management and franchise fee expense	—			15,276			(15,276		)	(100.0	)%
Other operating expense	—			110,555			(110,555		)	(100.0	)%
Total property operating expense	—			264,495			(264,495		)	(100.0	)%
Depreciation and amortization	41,204			55,366			(14,162		)	(25.6	)%
Impairment loss	—			35,109			(35,109		)	(100.0	)%
Property tax, insurance and other	28,887			31,631			(2,744		)	(8.7	)%
General and administrative	1,159			13,221			(12,062		)	(91.2	)%
Transaction costs	2,175			6,316			(4,141		)	(65.6	)%
Total operating expense	73,425			406,138			(332,713		)	(81.9	)%
Operating income	40,775			2,406			38,369			—	%
Other income	110			100			10			9.8	%
Interest income	83			80			3			3.8	%
Interest expense	(21,755		)	(38,782		)	17,027			(43.9	)%
Gain on extinguishment of indebtedness	12,936			—			12,936			100.0	%
Income (loss) before equity in income from unconsolidated joint ventures	32,149			(36,196		)	68,345			—	%
Equity in income from unconsolidated joint ventures	727			518			209			40.3	%
Income (loss) before income tax expense	32,876			(35,678		)	68,554			—	%
Income tax expense	—			(1,050		)	1,050			(100.0	)%
Income (loss) from operations	32,876			(36,728		)	69,604			—	%
Loss on sale of hotel properties	(9,324		)	(873		)	(8,451		)	—	%
Net income (loss) and comprehensive income (loss)	23,552			(37,601		)	61,153			—	%
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interest in consolidated joint ventures	34			437			(403		)	(92.2	)%
Noncontrolling interest in FelCor LP	(229		)	221			(450		)	—	%
Preferred distributions - consolidated joint venture	(735		)	(727		)	(8		)	1.1	%
Net income (loss) and comprehensive income (loss) attributable to Rangers	22,622			(37,670		)	60,292			—	%
Preferred dividends	—			(12,558		)	12,558			(100.0	)%
Net income (loss) and comprehensive income (loss) attributable to ownership interests/common shareholders	$	22,622		$	(50,228	)	$	72,850		—	%

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Revenue

Total revenue for the six months ended June 30, 2018 decreased $294.3 million, or 72.0%, to $114.2 million from $408.5 million for the Predecessor six months ended June 30, 2017. The decrease was a result of a $313.7 million decrease in room revenue, a $70.0 million decrease in food and beverage revenue, and a $24.8 million decrease in other revenue, partially offset by a $114.2 million increase in related party lease revenue.

Room Revenue

Room revenue for the six months ended June 30, 2018 decreased $313.7 million, or 100.0%, from the Predecessor six months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Food and Beverage Revenue

Food and beverage revenue for the six months ended June 30, 2018 decreased $70.0 million, or 100.0%, from the Predecessor six months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Related Party Lease Revenue

The Company recognized approximately $114.2 million of related party lease revenue during the six months ended June 30, 2018. The recognition of related party lease revenue in the Successor period as compared to the Predecessor periods is the result of the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Other Revenue

Other revenue, which includes revenue derived from ancillary sources such as parking fees, golf, pool, and other resort fees, gift shop sales and other guest service fees, for the six months ended June 30, 2018 decreased $24.8 million, or 100.0%, from the Predecessor six months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Property Operating Expense

Property operating expense for the six months ended June 30, 2018 decreased $264.5 million, or 100.0%, from the Predecessor six months ended June 30, 2017. The decrease was the result of the Mergers on August 31, 2017 and the Company distributing its equity interests in FelCor TRS to RLJ LP immediately after the consummation of the Mergers, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, 2018 decreased $14.2 million, or 25.6%, to $41.2 million from $55.4 million for the Predecessor six months ended June 30, 2017. The decrease was primarily the result of an $8.4 million decrease in depreciation and amortization expense associated with the hotel properties that were sold during the comparative period and a $5.8 million decrease in depreciation and amortization expense as a result of the pushdown accounting for the new basis of accounting established by RLJ for the assets acquired in the Mergers.

Impairment Loss

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2017, were classified as held for sale on the consolidated balance sheet. The Company recorded an additional impairment loss of $10.3 million on these two hotel properties in order to reflect the contractual sale prices, less the estimated costs to sell.

Property Tax, Insurance and Other

Property tax, insurance and other expense for the six months ended June 30, 2018 decreased $2.7 million, or 8.7%, to $28.9 million from $31.6 million for the Predecessor six months ended June 30, 2017. The decrease was primarily the result of a decrease in property tax, insurance and other expense associated with hotel properties that were sold during the comparative period.

General and Administrative

General and administrative expense for the six months ended June 30, 2018 decreased $12.1 million, or 91.2%, to $1.2 million from $13.2 million for the Predecessor six months ended June 30, 2017. The decrease in general and administrative expense was primarily attributable to the Mergers on August 31, 2017, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ. The Merger with RLJ resulted in a decrease in compensation expense and a decrease in other general and administrative expenses.

Transaction Costs

Transaction costs decreased $4.1 million, or 65.6%, to $2.2 million during the six months ended June 30, 2018 from $6.3 million during the Predecessor six months ended June 30, 2017. The decrease in transaction costs was primarily attributable to a decrease of approximately $4.6 million in transaction and integration costs related to the Mergers.

Interest Expense

Interest expense for the six months ended June 30, 2018 decreased $17.0 million, or 43.9%, to $21.8 million from $38.8 million for the Predecessor six months ended June 30, 2017. The decrease in interest expense was primarily due to a lower average debt balance during the six months ended June 30, 2018 as a result of principal payments and the early redemption of the senior secured notes on March 9, 2018. In addition, the decrease in interest expense was the result of the amortization of fair value adjustments on the Senior Notes and the mortgage loans that were recognized at fair value in the Mergers on August 31, 2017, as noted in Note 3 to our accompanying consolidated financial statements, Merger with RLJ.

Gain on Extinguishment of Indebtedness

During the six months ended June 30, 2018, the Company recognized a $12.9 million gain on extinguishment of indebtedness, which was due to the early redemption of the senior secured notes in March 2018.

Liquidity and Capital Resources

Our short-term liquidity requirements consist primarily of the funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including:


•	recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with brand standards; and


•	interest expense and scheduled principal payments on outstanding indebtedness.

We expect to meet our short-term liquidity requirements generally through the net cash provided by operations and our existing cash balances.

Our long-term liquidity requirements consist primarily of the funds necessary to pay for the costs of redevelopments, renovations, expansions and other capital expenditures that need to be made periodically with respect to our hotel properties, and scheduled debt payments, at maturity or otherwise. We expect to meet our long-term liquidity requirements through various sources of capital, including existing working capital, the net cash provided by operations, long-term mortgage loans and other secured and unsecured borrowings, and if necessary, borrowings under RLJ's revolving credit facility.

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Sources and Uses of Cash

As of June 30, 2018, we had $16.1 million of cash, cash equivalents and restricted cash reserves as compared to $18.0 million at December 31, 2017.

Cash flows from Operating Activities

The net cash flow provided by operating activities totaled $76.7 million for the six months ended June 30, 2018. The net cash flow provided by operating activities totaled $67.2 million for the Predecessor six months ended June 30, 2017.

Our cash flows provided by operating activities generally consist of the cash received from the hotel property lease agreements between the Lessors and the Lessees, partially offset by the cash paid for corporate expenses and other working capital changes. For the Predecessor period, our cash flows provided by operating activities generally consisted of the net cash generated by our hotel operations, partially offset by the cash paid for corporate expenses and other working capital changes.

Refer to the "Results of Operations" section for further discussion of our operating results for the six months ended June 30, 2018 and the Predecessor six months ended June 30, 2017.

Cash flows from Investing Activities

The net cash flow provided by investing activities totaled $82.8 million for the six months ended June 30, 2018 primarily due to $116.5 million of net cash proceeds from the sale of two hotel properties, partially offset by $33.8 million in routine capital improvements and additions to our hotel properties.

The net cash flow used in investing activities totaled $42.4 million for the Predecessor six months ended June 30, 2017 primarily due to $41.9 million in capital improvements and additions to our hotel properties.

Cash flows from Financing Activities

The net cash flow used in financing activities totaled $161.4 million for the six months ended June 30, 2018 primarily due to a payment of approximately $539.0 million to early redeem the senior secured notes, $262.1 million in distributions to members, and $1.5 million in mortgage loans principal payments. The net cash flow used in financing activities was partially offset by $641.8 million in contributions from members.

The net cash flow used in financing activities totaled $9.3 million for the Predecessor six months ended June 30, 2017 primarily due to $29.2 million in distributions to common and preferred stockholders, $30.4 million in repayments on debt borrowings, and $0.9 million paid to repurchase common shares to satisfy employee withholding requirements. The net cash flow used in financing activities was partially offset by $51.0 million in additional debt borrowings.

Capital Expenditures and Reserve Funds

We maintain each of our hotel properties in good repair and condition and in conformity with applicable laws and regulations, franchise agreements and management agreements. Generally, the cost of routine improvements and alterations are paid out of furniture, fixtures and equipment ("FF&E") reserves, which are funded by a portion of each hotel property’s gross revenues. Routine capital expenditures are administered by us with the assistance of the property management companies. However, we have approval rights over the capital expenditures as part of the annual budget process for each of our hotel properties.

From time to time, certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guestrooms, public space, meeting space, and/or restaurants, in order to better compete with other hotels and alternative lodging options in our markets. In addition, upon acquisition of a hotel we often are required to complete a property improvement plan in order to bring the hotel up to the respective franchisor’s standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the FF&E reserves. To the extent that the FF&E reserves are not available or sufficient to cover the cost of the renovation, we will fund all or the remaining portion of the renovation with cash and cash equivalents on hand and/or other sources of available liquidity.

With respect to some of our hotel properties that are operated under franchise agreements with major national hotel brands and for some of our hotel properties subject to first mortgage liens, we are obligated to maintain FF&E reserve accounts for future capital expenditures at these hotels. The amount funded into each of these reserve accounts is generally determined

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pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 4.0% and 5.0% of the respective hotel’s total gross revenue. As of June 30, 2018, approximately $1.2 million was held in FF&E reserve accounts for future capital expenditures.

Off-Balance Sheet Arrangements

As of June 30, 2018, we owned 50% interests in joint ventures that owned two hotel properties. We own more than 50% of the operating lessee for one of these hotels and the other hotel is operated without a lease. None of our officers or employees holds an ownership interest in any of these joint ventures or entities.

One of the 50% unconsolidated joint ventures that owns a hotel property has $21.3 million of non-recourse mortgage debt, of which our pro rata portion was $10.6 million, none of which is reflected as a liability on our consolidated balance sheet. Our liabilities with regard to the non-recourse debt and the liabilities of our subsidiaries that are members or partners in joint ventures are generally limited to guaranties of the borrowing entity’s obligations to pay for the lender’s losses caused by misconduct, fraud or misappropriation of funds by the venture and other typical exceptions from the non-recourse provisions in the mortgages, such as for environmental liabilities. In addition, this joint venture is subject to two ground leases with terms expiring in 2044.

The other 50% unconsolidated joint venture that owns a hotel property is subject to a ground lease with an initial term expiring in 2021. After the initial term, the joint venture may extend the ground lease for an additional term of 10 years to 2031.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk includes the risks that arise from changes in interest rates, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our variable rate debt. As of June 30, 2018, we had approximately $85.0 million of total variable rate debt outstanding (or 12.0% of total indebtedness) with a weighted-average interest rate of 5.09% per annum. If market interest rates on our variable rate debt outstanding as of June 30, 2018 were to increase by 1.00%, or 100 basis points, interest expense would decrease future earnings and cash flows by approximately $0.9 million annually.

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. From time to time, we may enter into derivative financial instruments such as interest rate swaps to mitigate our interest rate risk or to effectively lock the interest rate on a portion of our variable rate debt. We do not enter into derivative or interest rate transactions for speculative purposes.

The following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of June 30, 2018, the following table presents the principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):



	2018			2019			2020			2021			2022			Thereafter			Total
Fixed rate debt (1)	$	1,230		$	3,106		$	3,245		$	3,432		$	134,919		$	475,000		$	620,932
Weighted-average interest rate	4.95		%	4.95		%	4.95		%	4.95		%	4.95		%	6.00		%	5.75		%
Variable rate debt (1) (2)	$	85,000		$	—		$	—		$	—		$	—		$	—		$	85,000
Weighted-average interest rate (3)	5.09		%	—		%	—		%	—		%	—		%	—		%	5.09		%
Total	$	86,230		$	3,106		$	3,245		$	3,432		$	134,919		$	475,000		$	705,932


(1)	Excludes $36.3 million related to fair value adjustments on the debt that RLJ pushed down to our consolidated financial statements as a result of the Mergers.


(2)	Excludes $0.1 million of net deferred financing costs on a mortgage loan.


(3)	The weighted-average interest rate considers the implied forward rates in the yield curve at June 30, 2018.

Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, prevailing interest rates, and our hedging strategies at that time.

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Changes in market interest rates on our fixed rate debt impact the fair value of our debt, but such changes have no impact to our consolidated financial statements. As of June 30, 2018, the estimated fair value of our fixed rate debt was $640.9 million, which is based on having the same debt service requirements that could have been borrowed at the date presented, at prevailing current market interest rates. If interest rates were to rise by 1.00%, or 100 basis points, and our fixed rate debt balance remains constant, we expect the fair value of our debt to decrease by approximately $33.0 million.

Item 4. Controls and Procedures.

Rangers

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rangers' management, under the supervision and participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, Rangers' Chief Executive Officer and Chief Financial Officer concluded that Rangers' disclosure controls and procedures were effective as of June 30, 2018.

Changes in Internal Control over Financial Reporting

There have been no changes in Rangers' internal control over financial reporting (as defined in Rule 13a-15 and 15d-15 of the Exchange Act) during the period ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

FelCor LP

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Exchange Act, the management of Rangers GP, the sole general partner of FelCor LP, under the supervision and participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, Rangers GP's Chief Executive Officer and Chief Financial Officer concluded that FelCor LP's disclosure controls and procedures were effective as of June 30, 2018.

Changes in Internal Control over Financial Reporting

There have been no changes in FelCor LP's internal control over financial reporting (as defined in Rule 13a-15 and 15d-15 of the Exchange Act) during the period ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The nature of the operations of our hotel properties exposes our hotel properties and the Company to the risk of claims and litigation in the normal course of their business. Other than routine litigation arising out of the ordinary course of business and the pension trust litigation matter noted in Note 9, Commitments and Contingencies, the Company is not presently subject to any material litigation nor, to the Company's knowledge, is any material litigation threatened against the Company.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, please refer to the "Risk Factors" section in the Annual Report which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in the Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are noted below:

Exhibit Index



Exhibit Number	Description of Exhibit

3.1	Third Amended and Restated Agreement of Limited Partnership of FelCor Limited Partnership, dated as of August 31, 2017 (incorporated by reference to Exhibit 3.1 to FelCor LP’s Current Report on Form 8-K filed on September 1, 2017)
3.2	Certificate of Amendment to the Certificate of Limited Partnership of FelCor Limited Partnership, dated September 1, 2017 (incorporated by reference to Exhibit 3.2 to FelCor LP’s Current Report on Form 8-K filed on September 1, 2017)
3.3	Articles of Organization of Rangers Sub I, LLC (incorporated by reference to Exhibit 3.1 to Rangers’ and FelCor LP’s Current Report on Form 8-K filed on September 7, 2017)
3.4	Operating Agreement of Rangers Sub I, LLC dated April 20, 2017 (incorporated by reference to Exhibit 3.2 to Rangers’ and FelCor LP’s Current Report on Form 8-K filed on September 7, 2017)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Rangers.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Rangers.
31.3*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
31.4*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Rangers.
32.2*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
101.INS	XBRL Instance Document	Submitted electronically with this report
101.SCH	XBRL Taxonomy Extension Schema Document	Submitted electronically with this report
101.CAL	XBRL Taxonomy Calculation Linkbase Document	Submitted electronically with this report
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically with this report
101.LAB	XBRL Taxonomy Label Linkbase Document	Submitted electronically with this report
101.PRE	XBRL Taxonomy Presentation Linkbase Document	Submitted electronically with this report

*Filed herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	RANGERS SUB I, LLC

Dated: August 9, 2018	/s/ ROSS H. BIERKAN
	Ross H. Bierkan
	President and Chief Executive Officer


Dated: August 9, 2018	/s/ LESLIE D. HALE
	Leslie D. Hale
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)


Dated: August 9, 2018	/s/ CHRISTOPHER A. GORMSEN
	Christopher A. Gormsen
	Chief Accounting Officer
	(Principal Accounting Officer)



	FELCOR LODGING LIMITED PARTNERSHIP
	By: Rangers General Partner, LLC, its General Partner

Dated: August 9, 2018	/s/ ROSS H. BIERKAN
	Ross H. Bierkan
	President and Chief Executive Officer


Dated: August 9, 2018	/s/ LESLIE D. HALE
	Leslie D. Hale
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)


Dated: August 9, 2018	/s/ CHRISTOPHER A. GORMSEN
	Christopher A. Gormsen
	Chief Accounting Officer
	(Principal Accounting Officer)

Rangers Sub I, LLC - FORM 10-Q - August 9, 2018

Attached files

Rangers Sub I, LLC Reports