Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 22, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-31775 | |
Entity Registrant Name | ASHFORD HOSPITALITY TRUST, INC | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 86-1062192 | |
Entity Address, Address Line One | 14185 Dallas Parkway | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 105,261,331 | |
Entity Central Index Key | 0001232582 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | AHT | |
Security Exchange Name | NYSE | |
Series D Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series D | |
Trading Symbol | AHT-PD | |
Security Exchange Name | NYSE | |
Series F Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series F | |
Trading Symbol | AHT-PF | |
Security Exchange Name | NYSE | |
Series G Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series G | |
Trading Symbol | AHT-PG | |
Security Exchange Name | NYSE | |
Series H Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series H | |
Trading Symbol | AHT-PH | |
Security Exchange Name | NYSE | |
Series I Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series I | |
Trading Symbol | AHT-PI | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Investments in hotel properties, net | $ 4,024,176 | $ 4,108,443 |
Cash and cash equivalents | 240,316 | 262,636 |
Restricted cash | 126,649 | 135,571 |
Marketable securities | 437 | 14,591 |
Accounts receivable, net of allowance of $794 and $698, respectively | 29,129 | 39,638 |
Inventories | 4,288 | 4,346 |
Notes receivable, net | 7,844 | 7,709 |
Investment in unconsolidated entity | 2,801 | 2,829 |
Deferred costs, net | 2,786 | 2,897 |
Prepaid expenses | 28,329 | 21,886 |
Derivative assets, net | 1,629 | 1,691 |
Operating lease right-of-use assets | 45,576 | 49,995 |
Other assets | 27,783 | 17,932 |
Intangible assets | 797 | 797 |
Due from related parties, net | 4,399 | 3,019 |
Due from third-party hotel managers | 19,183 | 17,368 |
Total assets | 4,566,122 | 4,691,348 |
Liabilities: | ||
Indebtedness, net | 4,103,658 | 4,106,518 |
Accounts payable and accrued expenses | 135,993 | 134,341 |
Dividends and distributions payable | 11,740 | 20,849 |
Due to Ashford Inc., net | 5,229 | 6,570 |
Due to third-party hotel managers | 3,021 | 2,509 |
Intangible liabilities, net | 2,317 | 2,337 |
Operating lease liabilities | 45,747 | 53,270 |
Derivative liabilities, net | 350 | 42 |
Other liabilities | 25,168 | 25,776 |
Total liabilities | 4,333,223 | 4,352,212 |
Commitments and contingencies (note 16) | ||
Redeemable noncontrolling interests in operating partnership | 35,229 | 69,870 |
Equity: | ||
Common stock, $0.01 par value, 400,000,000 shares authorized, 105,115,965 and 102,103,602 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 1,051 | 1,021 |
Additional paid-in capital | 1,829,396 | 1,825,553 |
Accumulated deficit | (1,633,459) | (1,558,038) |
Total stockholders’ equity of the Company | 197,214 | 268,762 |
Noncontrolling interest in consolidated entities | 456 | 504 |
Total equity | 197,670 | 269,266 |
Total liabilities and equity | 4,566,122 | 4,691,348 |
Series D Preferred Stock | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 24 | 24 |
Series F Preferred Stock | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 48 | 48 |
Series G Preferred Stock | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 62 | 62 |
Series H Preferred Stock | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 38 | 38 |
Series I Preferred Stock | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | $ 54 | $ 54 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts receivable | $ 794 | $ 698 |
Preferred stock, par value (in dollars per shares) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 105,115,965 | 102,103,602 |
Common stock, shares outstanding (in shares) | 105,115,965 | 102,103,602 |
Series D Preferred Stock | ||
Preferred stock, shares issued (in shares) | 2,389,393 | 2,389,393 |
Preferred stock, shares outstanding (in shares) | 2,389,393 | 2,389,393 |
Series F Preferred Stock | ||
Preferred stock, shares issued (in shares) | 4,800,000 | 4,800,000 |
Preferred stock, shares outstanding (in shares) | 4,800,000 | 4,800,000 |
Series G Preferred Stock | ||
Preferred stock, shares issued (in shares) | 6,200,000 | 6,200,000 |
Preferred stock, shares outstanding (in shares) | 6,200,000 | 6,200,000 |
Series H Preferred Stock | ||
Preferred stock, shares issued (in shares) | 3,800,000 | 3,800,000 |
Preferred stock, shares outstanding (in shares) | 3,800,000 | 3,800,000 |
Series I Preferred Stock | ||
Preferred stock, shares issued (in shares) | 5,400,000 | 5,400,000 |
Preferred stock, shares outstanding (in shares) | 5,400,000 | 5,400,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUE | ||
Total revenue | $ 281,877 | $ 358,718 |
Hotel operating expenses: | ||
Total hotel expenses | 201,710 | 228,486 |
Property taxes, insurance and other | 20,472 | 20,397 |
Depreciation and amortization | 66,350 | 67,178 |
Impairment charges | 27,613 | 0 |
Advisory services fee | 15,299 | 16,304 |
Corporate, general and administrative | 3,492 | 2,601 |
Total expenses | 334,936 | 334,966 |
Gain (loss) on sale of assets and hotel properties | 3,623 | 233 |
OPERATING INCOME (LOSS) | (49,436) | 23,985 |
Equity in earnings (loss) of unconsolidated entities | (79) | (1,063) |
Interest income | 611 | 781 |
Other income (expense) | 1,522 | (316) |
Interest expense and amortization of premiums and loan costs | (57,085) | (66,166) |
Write-off of premiums, loan costs and exit fees | (95) | (2,062) |
Unrealized gain (loss) on marketable securities | (1,477) | 808 |
Unrealized gain (loss) on derivatives | 4,422 | (2,994) |
INCOME (LOSS) BEFORE INCOME TAXES | (101,617) | (47,027) |
Income tax (expense) benefit | (303) | 405 |
NET INCOME (LOSS) | (101,920) | (46,622) |
(Income) loss attributable to noncontrolling interest in consolidated entities | 48 | 26 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 17,671 | 8,579 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (84,201) | (38,017) |
Preferred dividends | (10,644) | (10,644) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (94,845) | $ (48,661) |
Basic: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.94) | $ (0.49) |
Weighted average common shares outstanding – basic (in shares) | 100,470 | 99,407 |
Diluted: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.94) | $ (0.49) |
Weighted average common shares outstanding – diluted (in shares) | 100,470 | 99,407 |
Total hotel revenue | ||
REVENUE | ||
Total revenue | $ 281,105 | $ 357,646 |
Rooms | ||
REVENUE | ||
Total revenue | 215,807 | 280,381 |
Hotel operating expenses: | ||
Total hotel expenses | 52,466 | 60,647 |
Food and beverage | ||
REVENUE | ||
Total revenue | 47,950 | 61,061 |
Hotel operating expenses: | ||
Total hotel expenses | 34,901 | 41,323 |
Other hotel revenue and expenses | ||
REVENUE | ||
Total revenue | 17,348 | 16,204 |
Hotel operating expenses: | ||
Total hotel expenses | 103,794 | 113,527 |
Other | ||
REVENUE | ||
Total revenue | 772 | 1,072 |
Management fees | ||
Hotel operating expenses: | ||
Total hotel expenses | $ 10,549 | $ 12,989 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (101,920) | $ (46,622) |
Other comprehensive income (loss), net of tax: | ||
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive income (loss) | (101,920) | (46,622) |
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 48 | 26 |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 17,671 | 8,579 |
Comprehensive income (loss) attributable to the Company | $ (84,201) | $ (38,017) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($) shares in Thousands | Total | Performance stock units | Performance Long Term Incentive Plan Units | Common Stock | Series D Preferred Stock | Series F Preferred Stock | Series G Preferred Stock | Series H Preferred Stock | Series I Preferred Stock | Preferred StockSeries D Preferred Stock | Preferred StockSeries F Preferred Stock | Preferred StockSeries G Preferred Stock | Preferred StockSeries H Preferred Stock | Preferred StockSeries I Preferred Stock | Common Stock | Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitPerformance stock units | Accumulated DeficitCommon Stock | Accumulated DeficitSeries D Preferred Stock | Accumulated DeficitSeries F Preferred Stock | Accumulated DeficitSeries G Preferred Stock | Accumulated DeficitSeries H Preferred Stock | Accumulated DeficitSeries I Preferred Stock | Noncontrolling Interests In Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating PartnershipPerformance Long Term Incentive Plan Units |
Beginning balance, shares (in shares) at Dec. 31, 2018 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 101,036 | ||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2018 | $ 453,105,000 | $ 24,000 | $ 48,000 | $ 62,000 | $ 38,000 | $ 54,000 | $ 1,010,000 | $ 1,814,273,000 | $ (1,363,020,000) | $ 616,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Purchases of common stock (in shares) | (187) | |||||||||||||||||||||||||||
Purchases of common stock | (903,000) | $ (1,000) | (902,000) | |||||||||||||||||||||||||
Equity-based compensation | 2,788,000 | 2,788,000 | $ 1,802,000 | |||||||||||||||||||||||||
Forfeitures of restricted shares (in shares) | (6) | |||||||||||||||||||||||||||
Forfeitures of restricted shares | 0 | |||||||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 1,323 | |||||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 13,000 | (13,000) | 23,000 | ||||||||||||||||||||||||
Common stock issuance costs | (200,000) | (200,000) | ||||||||||||||||||||||||||
Issuance of units for hotel acquisition | 0 | 7,854,000 | ||||||||||||||||||||||||||
Dividends | $ (190,000) | $ (12,450,000) | $ (1,262,000) | $ (2,212,000) | $ (2,858,000) | $ (1,781,000) | $ (2,531,000) | $ (11,979,000) | $ (12,450,000) | $ (1,262,000) | $ (2,212,000) | $ (2,858,000) | $ (1,781,000) | $ (2,531,000) | ||||||||||||||
Distributions to noncontrolling interests | 0 | (2,623,000) | ||||||||||||||||||||||||||
Redemption value adjustment | (22,760,000) | (22,760,000) | 22,760,000 | |||||||||||||||||||||||||
Net income (loss) | (38,043,000) | (38,017,000) | (26,000) | (8,579,000) | ||||||||||||||||||||||||
Ending balance, shares (in shares) at Mar. 31, 2019 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 102,166 | ||||||||||||||||||||||
Ending balance, value at Mar. 31, 2019 | 372,648,000 | $ 24,000 | $ 48,000 | $ 62,000 | $ 38,000 | $ 54,000 | $ 1,022,000 | 1,815,946,000 | (1,445,136,000) | 590,000 | ||||||||||||||||||
Beginning balance, value at Dec. 31, 2018 | 80,743,000 | |||||||||||||||||||||||||||
Redeemable Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||
Equity-based compensation | 2,788,000 | 2,788,000 | 1,802,000 | |||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 13,000 | (13,000) | 23,000 | ||||||||||||||||||||||||
Distributions to noncontrolling interests | 0 | (2,623,000) | ||||||||||||||||||||||||||
Redemption value adjustment | (22,760,000) | (22,760,000) | 22,760,000 | |||||||||||||||||||||||||
Net income (loss) | (38,043,000) | (38,017,000) | (26,000) | (8,579,000) | ||||||||||||||||||||||||
Ending balance, value at Mar. 31, 2019 | 101,980,000 | |||||||||||||||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2019 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 102,104 | ||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 269,266,000 | $ 24,000 | $ 48,000 | $ 62,000 | $ 38,000 | $ 54,000 | $ 1,021,000 | 1,825,553,000 | (1,558,038,000) | 504,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Purchases of common stock (in shares) | (246) | |||||||||||||||||||||||||||
Purchases of common stock | (358,000) | $ (3,000) | (355,000) | |||||||||||||||||||||||||
Equity-based compensation | 3,272,000 | 3,272,000 | 1,634,000 | |||||||||||||||||||||||||
Forfeitures of restricted shares (in shares) | (30) | |||||||||||||||||||||||||||
Forfeitures of restricted shares | 0 | |||||||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 1,333 | |||||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 13,000 | (13,000) | |||||||||||||||||||||||||
Dividend claw back upon cancellation | 378,000 | $ 0 | $ 378,000 | $ 1,401,000 | ||||||||||||||||||||||||
Dividends | $ 378,000 | $ (1,262,000) | $ (2,212,000) | $ (2,858,000) | $ (1,781,000) | $ (2,531,000) | $ 0 | $ (1,262,000) | $ (2,212,000) | $ (2,858,000) | $ (1,781,000) | $ (2,531,000) | ||||||||||||||||
Redemption value adjustment | 19,046,000 | 19,046,000 | (19,046,000) | |||||||||||||||||||||||||
Net income (loss) | (84,249,000) | (84,201,000) | (48,000) | (17,671,000) | ||||||||||||||||||||||||
Ending balance, shares (in shares) at Mar. 31, 2020 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 105,116 | ||||||||||||||||||||||
Ending balance, value at Mar. 31, 2020 | 197,670,000 | $ 24,000 | $ 48,000 | $ 62,000 | $ 38,000 | $ 54,000 | $ 1,051,000 | 1,829,396,000 | (1,633,459,000) | 456,000 | ||||||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 69,870,000 | 69,870,000 | ||||||||||||||||||||||||||
Redeemable Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||
Equity-based compensation | 3,272,000 | 3,272,000 | 1,634,000 | |||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 13,000 | (13,000) | |||||||||||||||||||||||||
Conversion of operating partnership units | 959,000 | $ 20,000 | $ 939,000 | (959,000) | ||||||||||||||||||||||||
Conversion of operating partnership units (in shares) | 1,955 | |||||||||||||||||||||||||||
Redemption value adjustment | 19,046,000 | 19,046,000 | (19,046,000) | |||||||||||||||||||||||||
Net income (loss) | (84,249,000) | $ (84,201,000) | $ (48,000) | (17,671,000) | ||||||||||||||||||||||||
Ending balance, value at Mar. 31, 2020 | $ 35,229,000 | $ 35,229,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Dividends declared - common stock (in dollars per share) | $ 0.12 | |
Series D Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | $ 0.5281 | 0.5281 |
Series F Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 0.4609 | 0.4609 |
Series G Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 0.4609 | 0.4609 |
Series H Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 0.4688 | 0.4688 |
Series I Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 0.4688 | 0.4688 |
Common Stock | ||
Dividends declared - common stock (in dollars per share) | 0.24 | 0.12 |
Preferred Stock | Series D Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 1.58 | 0.53 |
Preferred Stock | Series F Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 1.38 | 0.46 |
Preferred Stock | Series G Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 1.38 | 0.46 |
Preferred Stock | Series H Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | 1.41 | 0.47 |
Preferred Stock | Series I Preferred Stock | ||
Dividends declared - preferred stock (in dollars per share) | $ 1.41 | $ 0.47 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (101,920) | $ (46,622) |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||
Depreciation and amortization | 66,350 | 67,178 |
Impairment charges | 27,613 | 0 |
Amortization of intangibles | (69) | (59) |
Recognition of deferred income | (237) | (222) |
Bad debt expense | 682 | 567 |
Deferred income tax expense (benefit) | (321) | (697) |
Equity in (earnings) loss of unconsolidated entities | 79 | 1,063 |
(Gain) loss on sale of assets and hotel properties | (3,623) | (233) |
Realized and unrealized (gain) loss on marketable securities | (627) | (804) |
Purchases of marketable securities | (452) | (1,325) |
Sales of marketable securities | 15,233 | 12,395 |
Net settlement of trading derivatives | 4,630 | (2,675) |
Realized and unrealized (gain) loss on derivatives | (4,197) | 3,157 |
Amortization of loan costs and premiums and write-off of premiums, loan costs and exit fees | 6,603 | 9,255 |
Equity-based compensation | 4,906 | 4,590 |
Amortization of parking asset | 117 | 0 |
Non-cash interest income | (208) | 0 |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions and dispositions of hotel properties: | ||
Accounts receivable and inventories | 9,738 | (29,314) |
Prepaid expenses and other assets | (11,344) | (5,162) |
Operating lease right-of-use asset | 265 | (1,863) |
Operating lease liability | (162) | 514 |
Accounts payable and accrued expenses | 1,440 | 21,195 |
Due to/from related parties | (1,380) | (2,327) |
Due to/from third-party hotel managers | (1,303) | (3,470) |
Due to/from Ashford Inc., net | (632) | 861 |
Other liabilities | 692 | 777 |
Net cash provided by (used in) operating activities | 11,873 | 26,779 |
Cash Flows from Investing Activities | ||
Investment in unconsolidated entity | (51) | (299) |
Proceeds from franchise agreement | 0 | 4,000 |
Acquisition of hotel properties and assets, net of cash and restricted cash acquired | 0 | (212,791) |
Improvements and additions to hotel properties | (20,365) | (37,982) |
Net proceeds from sales of assets and hotel properties | 4,654 | 5,000 |
Payments for initial franchise fees | 0 | (200) |
Proceeds from property insurance | 147 | 198 |
Net cash provided by (used in) investing activities | (15,615) | (242,074) |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness | 37,000 | 385,000 |
Repayments of indebtedness | (45,287) | (179,554) |
Payments for loan costs and exit fees | (1,176) | (8,916) |
Payments for dividends and distributions | (17,974) | (24,959) |
Purchases of common stock | 0 | (903) |
Payments for derivatives | (63) | (296) |
Common stock offering costs | 0 | (200) |
Other | 0 | 23 |
Net cash provided by (used in) financing activities | (27,500) | 170,195 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (31,242) | (45,100) |
Cash, cash equivalents and restricted cash at beginning of period | 398,207 | 439,812 |
Cash, cash equivalents and restricted cash and at end of period | 366,965 | 394,712 |
Supplemental Cash Flow Information | ||
Interest paid | 51,272 | 57,457 |
Income taxes paid (refunded) | (87) | 46 |
Supplemental Disclosure of Non-Cash Investing and Financing Activity | ||
Accrued but unpaid capital expenditures | 18,714 | 27,390 |
Common stock purchases accrued but not paid | 358 | 0 |
Issuance of units for hotel acquisition | 0 | 7,854 |
Assumption of debt in hotel acquisition | 0 | 24,922 |
Dividends and distributions declared but not paid | 11,740 | 27,552 |
Accrued but unpaid financing costs | 4,994 | 0 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents at beginning of period | 262,636 | 319,210 |
Restricted cash at beginning of period | 135,571 | 120,602 |
Cash, cash equivalents and restricted cash at beginning of period | 398,207 | 439,812 |
Cash and cash equivalents at beginning of period | 240,316 | 242,561 |
Restricted cash at end of period | 126,649 | 152,151 |
Cash, cash equivalents and restricted cash at end of period | $ 366,965 | $ 394,712 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the U.S. that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. Future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements. Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of March 31, 2020 , we owned interests in the following assets: • 116 consolidated hotel properties, including 114 directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 24,746 total rooms (or 24,719 net rooms excluding those attributable to our partner); • 90 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”); and • 17.1% ownership in OpenKey with a carrying value of $2.8 million . For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of March 31, 2020 , our 116 hotel properties were leased or owned by our wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Hotels, a subsidiary of Ashford Inc., manages 79 of our 116 hotel properties and WorldQuest. Third-party management companies manage the remaining hotel properties. Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to project management services, debt placement services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, investment management services and mobile key technology. COVID-19, Management’s Plans and Liquidity In December 2019, a novel strain of coronavirus (COVID-19) was identified in Wuhan, China, which subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Since late February, we have experienced a significant decline in occupancy and RevPAR and we expect the significant occupancy and RevPAR reduction associated with COVID-19 to continue as we are experiencing significant reservation cancellations as well as a significant reduction in new reservations relative to prior expectations. The prolonged presence of the virus has resulted in health or other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry and our portfolio have experienced the postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders, the Company temporarily suspended operations at 23 of its 116 hotels and dramatically reduced staffing and expenses at its hotels that remain operational. Operations will remain suspended until state and local government restrictions and requirements are lifted and the Company can be confident that reopening the hotels will not jeopardize the health and safety of guests, hotel employees and local communities. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. The full financial impact of the reduction in hotel demand caused by the pandemic and suspension of operations at the Company’s hotels cannot be reasonably estimated at this time due to uncertainty as to its severity and duration. The Company expects that the COVID-19 pandemic will have a significant negative impact on the Company’s results of operations, financial position and cash flow in 2020. As a result, in March 2020, the Company suspended the quarterly cash dividend on its common shares for the first quarter of 2020 and likely the remainder of 2020, reduced planned capital expenditures and reduced the compensation of its board of directors, and, working closely with its hotel managers, significantly reduced its hotels’ operating expenses. The Company’s advisor adopted a remote-work policy at its corporate office in an effort to protect the health and safety of its employees and does not anticipate these policies to have any adverse impact on its ability to continue to operate its business. Although the Company was in compliance with all its debt covenants as of March 31, 2020, subsequent to March 31, 2020 the Company did not make principal or interest payments under nearly all of its mortgage loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Pursuant to the terms of the applicable mortgage loan, such an Event of Default caused an automatic increase in the interest rate on our outstanding loan balance for the period such Event of Default remains outstanding. Following an Event of Default, the Company’s lenders can generally elect to accelerate all principal and accrued interest payments that remain outstanding under the applicable mortgage loan and foreclose on the applicable hotel properties that are security for such loans. The lenders who hold the notes that are secured by the Embassy Suites New York Manhattan Times Square and Hilton Scotts Valley hotel in Santa Cruz, California have each sent us an acceleration notice which accelerated all payments due under the applicable loan agreement. The Company is actively negotiating the terms for forbearance agreements or waivers with its lenders. Additionally, certain of the Company's hotel properties are subject to ground leases rather than a fee simple interest, with respect to all or a portion of the real property at those hotels. It is possible the Company will default on some or all of the ground leases within the next twelve months. Based on these factors, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. U.S. generally accepted accounting principles requires that in making this determination, the Company cannot consider any remedies that are outside of the Company’s control and have not been fully implemented. As a result, the Company could not consider future potential fundraising activities, whether through equity or debt offerings, dispositions of hotel properties or the likelihood of obtaining forbearance agreements as we could not conclude they were probable of being effectively implemented. Any forbearance agreement will most likely lead to increased costs, increased interest rates, additional restrictive covenants and other possible lender protections. In addition to or in lieu of obtaining forbearance agreements as described above, the Company could turn over the hotels securing the mortgage loans to the respective lenders. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation —The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020 . Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2020 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . The following acquisitions and dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date Embassy Suites New York Manhattan Times Square New York, NY Acquisition January 22, 2019 Hilton Santa Cruz/Scotts Valley Santa Cruz, CA Acquisition February 26, 2019 San Antonio Marriott San Antonio, TX Disposition August 2, 2019 Hilton Garden Inn Wisconsin Dells Wisconsin Dells, WI Disposition August 6, 2019 Courtyard Savannah Savannah, GA Disposition August 14, 2019 SpringHill Suites Jacksonville Jacksonville, FL Disposition December 3, 2019 Crowne Plaza Annapolis Annapolis, MD Disposition March 9, 2020 Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes —On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. Recently Adopted Accounting Standards —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases . In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 may have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended March 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 14,058 $ 4,059 $ 1,153 $ — $ 19,270 Boston, MA Area 3 6,788 995 1,233 — 9,016 Dallas / Ft. Worth Area 7 13,128 3,921 959 — 18,008 Houston, TX Area 3 5,106 2,291 188 — 7,585 Los Angeles, CA Metro Area 6 16,212 3,357 1,085 — 20,654 Miami, FL Metro Area 3 8,142 2,441 207 — 10,790 Minneapolis - St. Paul, MN - WI Area 4 4,570 1,259 590 — 6,419 Nashville, TN Area 1 9,538 5,100 888 — 15,526 New York / New Jersey Metro Area 7 14,335 3,403 1,100 — 18,838 Orlando, FL Area 3 6,913 427 678 — 8,018 Philadelphia, PA Area 3 3,687 688 161 — 4,536 San Diego, CA Area 2 3,344 247 238 — 3,829 San Francisco - Oakland, CA Metro Area 7 16,092 2,068 648 — 18,808 Tampa, FL Area 2 6,609 2,141 351 — 9,101 Washington D.C. - MD - VA Area 9 20,446 4,388 1,977 — 26,811 Other Areas 47 65,318 10,996 5,530 — 81,844 Orlando WorldQuest — 1,031 25 347 — 1,403 Sold properties 1 490 144 15 — 649 Corporate — — — — 772 772 Total 117 $ 215,807 $ 47,950 $ 17,348 $ 772 $ 281,877 Three Months Ended March 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 20,276 $ 5,043 $ 1,195 $ — $ 26,514 Boston, MA Area 3 9,470 1,601 812 — 11,883 Dallas / Ft. Worth Area 7 15,904 4,776 885 — 21,565 Houston, TX Area 3 6,641 2,561 199 — 9,401 Los Angeles, CA Metro Area 6 20,544 4,593 1,166 — 26,303 Miami, FL Metro Area 3 8,910 2,788 225 — 11,923 Minneapolis - St. Paul, MN - WI Area 4 6,369 1,622 793 — 8,784 Nashville, TN Area 1 12,082 5,198 697 — 17,977 New York / New Jersey Metro Area 7 18,877 4,706 766 — 24,349 Orlando, FL Area 3 8,986 536 460 — 9,982 Philadelphia, PA Area 3 4,667 793 156 — 5,616 San Diego, CA Area 2 4,329 402 219 — 4,950 San Francisco - Oakland, CA Metro Area 7 21,625 2,338 567 — 24,530 Tampa, FL Area 2 8,134 2,713 269 — 11,116 Washington D.C. - MD - VA Area 9 25,755 5,450 1,811 — 33,016 Other Areas 47 80,378 14,415 5,300 — 100,093 Orlando WorldQuest — 1,186 15 393 — 1,594 Sold properties 5 6,248 1,511 291 — 8,050 Corporate — — — — 1,072 1,072 Total 121 $ 280,381 $ 61,061 $ 16,204 $ 1,072 $ 358,718 |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): March 31, 2020 December 31, 2019 Land $ 767,363 $ 769,381 Buildings and improvements 4,092,971 4,129,884 Furniture, fixtures and equipment 480,612 503,156 Construction in progress 22,820 29,745 Condominium properties 11,901 12,093 Total cost 5,375,667 5,444,259 Accumulated depreciation (1,351,491 ) (1,335,816 ) Investments in hotel properties, net $ 4,024,176 $ 4,108,443 |
Hotel Dispositions and Impairme
Hotel Dispositions and Impairment Charges | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Dispositions and Impairment Charges | Hotel Disposition and Impairment Charges Hotel Disposition On March 9, 2020 , the Company sold the Crowne Plaza in Annapolis, Maryland for approximately $5.1 million in cash. The net carrying value was approximately $2.1 million . The sale resulted in a gain of approximately $3.6 million for the three months ended March 31, 2020 , which was included in “gain (loss) on sale of assets and hotel properties” in the consolidated statements of operations. Impairment Charges During the three months ended March 31, 2020 , we recorded an impairment charge of $27.6 million , which was comprised of $13.9 million at the Columbus Hampton Inn Easton, $10.0 million at the Canonsburg Homewood Suites Pittsburgh Southpointe and $3.7 million at the Phoenix Hampton Inn Airport North as a result of reduced estimated cash flows resulting from the COVID-19 pandemic and changes to the expected holding periods of these hotel properties. Each impairment charge was based on methodologies which include the development of the discounted cash flow method of the income approach with support based on the market approach, which are considered Level 3 valuation techniques. There were no impairment charges for the three months ended March 31, 2019 . The following table presents our hotel properties measured at fair value aggregated by the level in the fair value hierarchy within which measurements fall on a non-recurring basis at March 31, 2020 , and the related impairment charges recorded (in thousands): Level 1 Level 2 Level 3 Total Impairment Charges Columbus Hampton Inn Easton $ — $ — $ 13,293 $ 13,293 $ 13,943 (1) Phoenix Hampton Inn Airport North — — 9,030 9,030 3,692 (1) Canonsburg Homewood Suites Pittsburgh Southpointe — — 17,255 17,255 9,978 (1) Total $ — $ — $ 39,578 $ 39,578 $ 27,613 _________________________ (1) The impairment charges were based on the estimated fair value of each applicable property and were recorded during the three months ended March 31, 2020. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity OpenKey, which is controlled and consolidated by Ashford Inc., is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. Our investment is recorded as a component of “investment in unconsolidated entity” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of March 31, 2020 , the Company has made investments in OpenKey totaling $4.7 million . Our investment is recorded as “investment in unconsolidated entity” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. We review our investment in OpenKey for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the three months ended March 31, 2020 and 2019 . The following table summarizes our carrying value and ownership interest in OpenKey: March 31, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 2,801 $ 2,829 Ownership interest in OpenKey 17.1 % 17.0 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended March 31, Line Item 2020 2019 Equity in earnings (loss) of unconsolidated entity $ (79 ) $ (116 ) |
Indebtedness, net
Indebtedness, net | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate March 31, 2020 December 31, 2019 Mortgage loan (2) 19 hotels April 2020 LIBOR (1) + 3.20% $ 907,030 $ 907,030 Mortgage loan (3) 1 hotel June 2020 LIBOR (1) + 5.10% — 43,750 Mortgage loan (4) 7 hotels June 2020 LIBOR (1) + 3.65% 180,720 180,720 Mortgage loan (4) 7 hotels June 2020 LIBOR (1) + 3.39% 174,400 174,400 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 3.73% 221,040 221,040 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 4.02% 262,640 262,640 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 2.73% 160,000 160,000 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 3.68% 215,120 215,120 Mortgage loan (5) 1 hotel July 2020 LIBOR (1) + 4.40% 35,200 35,200 Mortgage loan (5) 8 hotels July 2020 LIBOR (1) + 4.33% 144,000 144,000 Mortgage loan 1 hotel November 2020 6.26% 91,046 91,542 Mortgage loan (6) 1 hotel November 2020 LIBOR (1) + 2.55% 25,000 25,000 Mortgage loan (7) 17 hotels November 2020 LIBOR (1) + 3.00% 419,000 419,000 Mortgage loan (8) 8 hotels February 2021 LIBOR (1) + 2.92% 395,000 395,000 Mortgage loan (4) 2 hotels March 2021 LIBOR (1) + 2.75% 240,000 240,000 Mortgage loan (9) 1 hotel February 2022 LIBOR (1) + 3.90% 145,000 145,000 Mortgage loan 1 hotel November 2022 LIBOR (1) + 2.00% 97,000 97,000 Mortgage loan (9) 1 hotel December 2022 LIBOR (1) + 2.25% 16,100 16,100 Mortgage loan (3) 1 hotel January 2023 LIBOR (1) + 3.40% 37,000 — Mortgage loan 1 hotel May 2023 5.46% 51,582 51,843 Mortgage loan 1 hotel June 2023 LIBOR (1) + 2.45% 73,450 73,450 Mortgage loan 1 hotel January 2024 5.49% 6,727 6,759 Mortgage loan 1 hotel January 2024 5.49% 9,818 9,865 Mortgage loan 1 hotel May 2024 4.99% 6,260 6,292 Mortgage loan 1 hotel June 2024 LIBOR (1) + 2.00% 8,881 8,881 Mortgage loan 3 hotels August 2024 5.20% 64,022 64,207 Mortgage loan 2 hotels August 2024 4.85% 11,809 11,845 Mortgage loan 3 hotels August 2024 4.90% 23,611 23,683 Mortgage loan 2 hotels February 2025 4.45% 19,369 19,438 Mortgage loan 3 hotels February 2025 4.45% 50,098 50,279 Mortgage loan 1 hotel March 2025 4.66% 24,794 24,919 4,115,717 4,124,003 Premiums, net 598 655 Deferred loan costs, net (12,657 ) (18,140 ) Indebtedness, net $ 4,103,658 $ 4,106,518 _____________________________ (1) LIBOR rates were 0.993% and 1.763% at March 31, 2020 and December 31, 2019 , respectively. (2) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. (3) On January 9, 2020, we refinanced this mortgage loan totaling $43.8 million with a new $37.0 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.40% . (4) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. (5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in July 2019. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (7) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in November 2019. (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began February 2020. (9) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. On January 9, 2020 , we refinanced our $43.8 million mortgage loan, secured by the Le Pavillon in New Orleans, Louisiana. In connection with the refinance we reduced the loan amount by $6.8 million . The new mortgage loan totals $37.0 million . The new mortgage loan is interest only and provides for an interest rate of LIBOR + 3.40% . The stated maturity is January 2023 with two one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by the Le Pavillon. During the three months ended March 31, 2020 and 2019 , we recognized net premium amortization as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2020 2019 Interest expense and amortization of premium and loan costs $ 56 $ 65 The amortization of the net premium is computed using a method that approximates the effective interest method, which is included in “interest expense and amortization of premiums and loan costs” in the consolidated statements of operations. We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP. As of March 31, 2020 , we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended. Subsequent to March 31, 2020 the Company did not make principal or interest payments under nearly all of its mortgage loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. See note 1. |
Notes Receivable, net and Other
Notes Receivable, net and Other | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Notes Receivable, net and Other | Notes Receivable, net and Other Notes receivable, net are summarized in the table below (dollars in thousands): Interest Rate March 31, 2020 December 31, 2019 Construction Financing Note (1) (5) Face amount 7.0 % $ 4,000 $ 4,000 Discount (2) (339 ) (402 ) 3,661 3,598 Certificate of Occupancy Note (3) (5) Face amount 7.0 % $ 5,250 $ 5,250 Discount (4) (1,067 ) (1,139 ) 4,183 4,111 Note receivable, net $ 7,844 $ 7,709 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before the earlier of (i) the buyer closing on third party institutional financing for the construction of improvements on the property, (ii) three years after the development commencement date, or (iii) July 9, 2024. (2) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2021. (3) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before July 9, 2025. (4) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2023. (5) The notes receivable are secured by the 1.65 -acre land parcel adjacent to the Hilton St. Petersburg Bayfront. No cash interest income was recorded for the three months ended March 31, 2020 . For the three months ended March 31, 2020 , we recognized discount amortization of $135,000 , which is included in “other income (expense)” in the consolidated statement of operations. On January 1, 2020, we adopted the provisions of Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses. Upon adoption we evaluated the notes and other receivables under the criteria in ASC Topic 326. Upon adoption we determined that the expected credit loss associated with the notes and other receivables was immaterial. As of March 31, 2020 , there was no allowance related to the notes receivable. Other consideration received from the sale of the 1.65-acre parking lot adjacent to the Hilton St. Petersburg Bayfront is summarized in the table below (dollars in thousands): Imputed Interest Rate March 31, 2020 December 31, 2019 Future ownership rights of parking parcel 7.0 % $ 4,100 $ 4,100 Imputed interest 145 72 4,245 (1) 4,172 (1) Free use of parking easement prior to development commencement 7.0 % $ 235 $ 235 Accumulated amortization (235 ) (118 ) — (1) 117 (1) Reimbursement of parking fees while parking parcel is in development (2) 7.0 % $ 462 $ 462 Accumulated amortization — — 462 (1) 462 (1) Total $ 4,751 $ 4,751 ____________________________________ (1) Included in “other assets” in the consolidated balance sheets. (2) Amortization will commence when the parking parcel begins development. For the three months ended March 31, 2020 , we recognized imputed interest of $73,000 and amortization of $117,000 related to the free use of parking easement, which are included in “other income (expense)” in the consolidated statement of operations. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | Derivative Instruments and Hedging Interest Rate Derivatives —We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives currently include interest rate caps and interest rate floors. These derivatives are subject to master netting settlement arrangements. To mitigate the nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value. The following table presents a summary of our interest rate derivatives entered into over each applicable period: Three Months Ended March 31, 2020 2019 Interest rate caps: Notional amount (in thousands) $ 432,000 (1) $ 385,000 (1) Strike rate low end of range 3.00 % 3.50 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2020 January 2019 - March 2019 Termination date range February 2021 - February 2022 March 2021 - February 2022 Total cost (in thousands) $ 63 $ 295 Interest rate floors: Notional amount (in thousands) $ — (1) $ 6,000,000 (1) Strike rate low end of range 1.63 % Strike rate high end of range 1.63 % Effective date range January 2019 Termination date range March 2020 Total cost (in thousands) $ — $ 225 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: March 31, 2020 December 31, 2019 Interest rate caps: Notional amount (in thousands) $ 3,836,740 (1) $ 3,799,740 (1) Strike rate low end of range 1.50 % 1.50 % Strike rate high end of range 5.22 % 5.22 % Termination date range April 2020 - February 2022 February 2020 - February 2022 Aggregate principle balance on corresponding mortgage loans (in thousands) $ 3,659,581 $ 3,666,331 Interest rate floors: (2) Notional amount (in thousands) $ 6,025,000 (1) $ 12,025,000 (1) Strike rate low end of range (0.25 )% (0.25 )% Strike rate high end of range 1.25 % 1.63 % Termination date range April 2020 - November 2021 March 2020 - November 2021 _______________ (1) These instruments were not designated as cash flow hedges. (2) Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. Credit Default Swap Derivatives —We use credit default swaps, tied to the CMBX index, to hedge financial and capital market risk. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. As of March 31, 2020 , we held credit default swaps with notional amounts totaling $212.5 million . These credit default swaps had effective dates from February 2015 to August 2017 and expected maturity dates from October 2023 to October 2026 . Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $6.8 million as of March 31, 2020 . Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when the change in market value is over $250,000 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Fair values of interest rate caps, floors, flooridors and corridors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the swaps, caps, and floors are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. Fair values of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. These expected future cash flows are probability-weighted projections based on the contract terms, accounting for both the magnitude and likelihood of potential payments, which are both computed using the appropriate LIBOR forward curve and market implied volatilities as of the valuation date (Level 2 inputs). Fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. Fair values of marketable securities and liabilities associated with marketable securities, including public equity securities, equity put and call options, and other investments, are based on their quoted market closing prices (Level 1 inputs). Fair values of hotel properties are based on methodologies which include the development of the discounted cash flow method of the income approach with support based on the market approach (Level 3 inputs). See note 5 . When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant ( 10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at March 31, 2020 , the LIBOR interest rate forward curve (Level 2 inputs) assumed a downtrend from 0.993% to 0.211% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter-party and Cash Collateral Netting (1) Total March 31, 2020: Assets Derivative assets: Interest rate derivatives - floors $ — $ 419 $ — $ — $ 419 (2) Interest rate derivatives - caps — 58 — — 58 (2) Credit default swaps — 851 — 301 1,152 (2) — 1,328 — 301 1,629 Non-derivative assets: Equity securities 437 — — — 437 (3) Total $ 437 $ 1,328 $ — $ 301 $ 2,066 Liabilities Derivative liabilities: Credit default swaps — 350 — (700 ) (350 ) (4) Net $ 437 $ 1,678 $ — $ (399 ) $ 1,716 December 31, 2019: Assets Derivative assets: Interest rate derivatives - floors $ — $ 42 $ — $ 257 $ 299 (2) Interest rate derivatives - caps — 47 — — 47 (2) Credit default swaps — (1,579 ) — 2,924 1,345 (2) — (1,490 ) — 3,181 1,691 Non-derivative assets: Equity securities 14,591 — — — 14,591 (3) Total $ 14,591 $ (1,490 ) $ — $ 3,181 $ 16,282 Liabilities Derivative liabilities: Credit default swaps — (1,092 ) — 1,050 (42 ) (4) Net $ 14,591 $ (2,582 ) $ — $ 4,231 $ 16,240 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets, net” in our consolidated balance sheets. (3) Reported as “marketable securities” in our consolidated balance sheets. (4) Reported net as “derivative liabilities, net” in our consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations The following tables summarize the effect of fair value measured assets and liabilities on the consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ 377 $ (196 ) Interest rate derivatives - caps (52 ) (642 ) Credit default swaps 2,430 (4) (1,533 ) (4) 2,755 (2,371 ) Non-derivative assets: Equity 627 804 Total 3,382 (1,567 ) Liabilities Derivative liabilities: Credit default swaps 1,442 (4) (786 ) (4) Net $ 4,824 $ (2,353 ) Total combined Interest rate derivatives - floors $ 602 $ (33 ) Interest rate derivatives - caps (52 ) (642 ) Credit default swaps 3,872 (2,319 ) Unrealized gain (loss) on derivatives 4,422 (1) (2,994 ) (1) Realized gain (loss) on interest rate floors (225 ) (2) (163 ) (2) Unrealized gain (loss) on marketable securities (1,477 ) (3) 808 (3) Realized gain (loss) on marketable securities 2,104 (2) (4 ) (2) Net $ 4,824 $ (2,353 ) ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $268 and $266 for the three months ended March 31, 2020 and 2019 , respectively, included in “other income (expense)” associated with credit default swaps. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Marketable securities $ 437 $ 437 $ 14,591 $ 14,591 Derivative assets, net 1,629 1,629 1,691 1,691 Derivative liabilities, net 350 350 42 42 Financial assets not measured at fair value: Cash and cash equivalents $ 240,316 $ 240,316 $ 262,636 $ 262,636 Restricted cash 126,649 126,649 135,571 135,571 Accounts receivable, net 29,129 29,129 39,638 39,638 Notes receivable, net 7,844 $7,452 to $8,236 7,709 $7,323 to $8,095 Due from related parties, net 4,399 4,399 3,019 3,019 Due from third-party hotel managers 19,183 19,183 17,368 17,368 Financial liabilities not measured at fair value: Indebtedness $ 4,116,315 $3,771,655 to $4,168,669 $ 4,124,658 $3,881,453 to $4,290,027 Accounts payable and accrued expenses 135,993 135,993 134,341 134,341 Dividends and distributions payable 11,740 11,740 20,849 20,849 Due to Ashford Inc., net 5,229 5,229 6,570 6,570 Due to third-party hotel managers 3,021 3,021 2,509 2,509 Cash, cash equivalents and restricted cash . These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. Accounts receivable, net, accounts payable and accrued expenses, dividends and distributions payable, due to/from related parties, net, due to Ashford Inc., net and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique. Notes receivable, net. The carrying amount of notes receivable, net approximates its fair value. We estimate the fair value of the notes receivable, net to be approximately 95.0% and 105.0% of the carrying value of $7.8 million at March 31, 2020 and approximately 95.0% to 105.0% of the carrying value of $7.7 million as of December 31, 2019 . Marketable securities. Marketable securities consist of U.S. treasury bills, publicly traded equity securities, and put and call options on certain publicly traded equity securities. The fair value of these investments is based on quoted market closing prices at the balance sheet date. See note 10 for a complete description of the methodology and assumptions utilized in determining the fair values. Derivative assets, net and derivative liabilities, net. Fair value of interest rate caps is determined using the net present value of expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair values of credit default swap derivatives are obtained from a third party who publishes the CMBX index composition and price data. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. Fair values of options on futures contracts are valued at their last reported settlement price as of the measurement date. See notes 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values. Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 91.6% to 101.3% of the carrying value of $4.1 billion at March 31, 2020 and approximately 94.1% to 104.0% of the carrying value of $4.1 billion at December 31, 2019 . These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (84,201 ) $ (38,017 ) Less: Dividends on preferred stock (10,644 ) (10,644 ) Less: Dividends on common stock — (11,979 ) Less: Dividends on unvested performance stock units 378 (190 ) Less: Dividends on unvested restricted shares — (281 ) Undistributed income (loss) allocated to common stockholders (94,467 ) (61,111 ) Add back: Dividends on common stock — 11,979 Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (94,467 ) $ (49,132 ) Weighted average common shares outstanding: Weighted average common shares outstanding - basic and diluted 100,470 99,407 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.94 ) $ (0.49 ) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.94 ) $ (0.49 ) Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): Three Months Ended March 31, 2020 2019 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 281 Income (loss) allocated to unvested performance stock units — 190 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (17,671 ) (8,579 ) Total $ (17,671 ) $ (8,108 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 238 235 Effect of unvested performance stock units — 278 Effect of assumed conversion of operating partnership units 19,389 18,345 Effect of advisory services incentive fee shares — 22 Total 19,627 18,880 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, have vesting periods ranging from three years to five years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership. In March 2020, 275,000 LTIP units with a fair value of approximately $372,000 and a vesting period of three years were granted. The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Ashford Trust OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The number of Performance LTIP units actually earned may range from 0% to 200% of target based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s compensation committee on the grant date. As of March 31, 2020 , there were approximately 1.3 million Performance LTIP units, representing 200% of the target number granted, outstanding. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature, and the Performance LTIP units were granted to non-employees. During the three months ended March 31, 2020 , approximately 1.1 million performance-based LTIP units were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $1.4 million . In March 2020, 500,000 Performance LTIP units with a fair value of $200,000 and a vesting period of three years were granted. As of March 31, 2020 , we have issued a total of 11.6 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units other than approximately 1.5 million units ( 500,000 of which are Performance LTIP units) have reached full economic parity with, and are convertible into, common units upon vesting. The following table presents the common units redeemed and the fair value upon redemption (in thousands): March 31, 2020 2020 2019 Common units converted to stock 1,955 — Fair value of common units converted $ 959 $ — The following table presents the redeemable noncontrolling interest in Ashford Trust and the corresponding approximate ownership percentage: March 31, 2020 December 31, 2019 Redeemable noncontrolling interests (in thousands) $ 35,229 $ 69,870 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) 130,900 155,536 Ownership percentage of operating partnership 15.71 % 15.92 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to holders of common units and holders of LTIP units, as presented in the table below (in thousands): Three Months Ended March 31, 2020 2019 Allocated net (income) loss to the redeemable noncontrolling interests $ 17,671 $ 8,579 Distributions declared to holders of common units, LTIP unit and Performance LTIP units (1,401 ) 2,623 |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation Common Stock Dividends —For the first quarter of 2020 , the board of directors did not declare a quarterly common stock dividend. For the first quarter of 2019 , the board of directors declared a quarterly dividend of $0.12 per outstanding share of common stock. Restricted Stock Units —We incur stock-based compensation expense in connection with restricted stock units awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance. In March 2020, 1.3 million restricted stock units with a fair value of approximately $1.8 million and a vesting period of three years were granted. Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years , to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The number of PSUs actually earned may range from 0% to 200% of target based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. During the three months ended March 31, 2020 , 346,000 PSUs were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $378,000 . In March 2020, 700,000 PSUs with a fair value of $560,000 and a vesting period of three years were granted. Preferred Dividends —The board of directors declared quarterly dividends as presented below: Three Months Ended March 31, 2020 2019 8.45% Series D Cumulative Preferred Stock $ 0.5281 $ 0.5281 7.375% Series F Cumulative Preferred Stock 0.4609 0.4609 7.375% Series G Cumulative Preferred Stock 0.4609 0.4609 7.50% Series H Cumulative Preferred Stock 0.4688 0.4688 7.50% Series I Cumulative Preferred Stock 0.4688 0.4688 Stock Repurchases —On December 5, 2017, the board of directors reapproved a stock repurchase program (the “Repurchase Program”) pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share and preferred stock having an aggregate value of up to $200 million . The board of directors’ authorization replaced any previous repurchase authorizations. No shares of our common stock or preferred stock were repurchased under the Repurchase Program during the three months ended March 31, 2020 and 2019 . At-the-Market Equity Offering Program —On December 11, 2017, the Company established an “at-the-market” equity offering program pursuant to which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $100 million . No shares of its common stock were issued under this program during the three months ended March 31, 2020 or 2019 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Remington Lodging (prior to Ashford Inc. acquisitions) Between January 1, 2019 and November 5, 2019, we paid Remington Lodging monthly hotel management fees equal to the greater of $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a monthly base fee that is a percentage of our total market capitalization on a declining sliding scale plus the Net Asset Fee Adjustment, as defined in the advisory agreement, subject to a minimum monthly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. Total market capitalization includes the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale is between 0.70% and 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . At March 31, 2020 , the monthly base fee was 0.70% based on our current market capitalization. We are also required to pay Ashford LLC an incentive fee that is measured annually (or stub period if the advisory agreement is terminated at other than year-end). Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we pay Ashford LLC an incentive fee over the following three years, subject to the FCCR Condition, as defined in the advisory agreement, which relates to the ratio of adjusted EBITDA to fixed charges. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2020 2019 Advisory services fee Base advisory fee $ 8,917 $ 8,989 Reimbursable expenses (1) 1,831 2,390 Equity-based compensation (2) 4,551 4,289 Incentive fee — 636 Total advisory services fee $ 15,299 $ 16,304 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. Lismore Advisory Fee On March 20, 2020, Lismore Capital LLC (“Lismore”), a subsidiary of Ashford Inc., entered into an agreement with the Company to seek modifications, forbearances or refinancings of the Company’s loans (the “Ashford Trust Agreement”). Pursuant to the Ashford Trust Agreement, Lismore shall, during the agreement term (which commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Ashford Trust on not less than thirty days written notice) negotiate the refinancing, modification or forbearance of the existing mortgage debt on Ashford Trust’s hotels. For the purposes of the Ashford Trust Agreement, financing shall include, without limitation, senior or subordinate loan financing, provided in any single transaction or a combination of transactions, including, mortgage loan financing, mezzanine loan financing, or subordinate loan financing encumbering the applicable hotel or unsecured loan financing. In connection with the services provided by Lismore, Lismore shall be paid an advisory fee of up to 50 basis points ( 0.50% ) of the aggregate amount of the modifications, forbearances or refinancings of the Company’s mortgage and mezzanine debt (the “Financing”), calculated and payable as follows: (i) 0.125% of the aggregate amount of potential Financings upon execution of the Ashford Trust Agreement; (ii) 0.125% payable in six equal installments beginning April 20, 2020 and ending on September 20, 2020; provided, however, in the event Ashford Trust does not complete, for any reason, Financings during the term of the Ashford Trust Agreement equal to or greater than $4,114,740,601 , then Ashford Trust shall offset, against any fees owed by Ashford Trust or its affiliates pursuant to the Advisory Agreement, a portion of the fee paid by Ashford Trust to Lismore pursuant to this section equal to the product of (x) the amount of Financings completed during the term of the Ashford Trust Agreement minus $4,114,740,601 multiplied by (y) 0.125%; and (iii) 25 basis points ( 0.25% ) payable upon the acceptance by the applicable lender of any Financing. As of March 31, 2020, the Company accrued an initial deposit of $5.0 million , included in “other assets” that was subsequently paid in April 2020. Ashford Securities On September 25, 2019, Ashford Inc. announced the formation of Ashford Securities to raise retail capital in order to grow its existing and future platforms. In conjunction with the formation of Ashford Securities, Ashford Trust has entered into a contribution agreement with Ashford Inc. pursuant to which Ashford Trust has agreed to contribute, with Braemar Hotels & Resorts Inc. (“Braemar”), up to $15 million to fund the operations of Ashford Securities. As of March 31, 2020 , Ashford Trust has funded approximately $2.5 million . As of March 31, 2020 and December 31, 2019 , $898,000 and $1.6 million , respectively, of the pre-funded amounts were included in “other assets” on our consolidated balance sheets. Costs for all operating expenses of Ashford Securities that are contributed by Ashford Trust and Braemar will be expensed as incurred. These costs will be allocated initially to Ashford Trust and Braemar based on an allocation percentage of 75% to Ashford Trust and 25% to Braemar. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings raised or June 10, 2023, there will be a true up (the “True-up Date”) between Ashford Trust and Braemar whereby the actual capital contributions contributed by each company will be based on the actual amount of capital raised by Ashford Trust and Braemar, respectively. After the True-up Date, the capital contributions will be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. Funding advances will be expensed as the expenses are incurred by Ashford Securities. The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended March 31, Line Item 2020 2019 Corporate, general and administrative $ 698 $ — In the fourth quarter of 2019 the company expensed $896,000 of reimbursed operating expenses of Ashford Securities. Enhanced Return Funding Program The Enhanced Return Funding Program Agreement (the “ERFP Agreement”) generally provides that Ashford LLC will make investments to facilitate the acquisition of properties by Ashford Trust OP that are recommended by Ashford LLC, in an aggregate amount of up to $50 million (subject to increase to up to $100 million by mutual agreement). The investments will equal 10% of the property acquisition price and will be made, either at the time of the property acquisition or at any time generally in the following three years , in exchange for hotel FF&E for use at the acquired property or any other property owned by Ashford Trust OP. The initial term of the ERFP Agreement is two years (the “Initial Term”), unless earlier terminated pursuant to the terms of the ERFP Agreement. At the end of the Initial Term, the ERFP Agreement shall automatically renew for successive one year periods (each such period a “Renewal Term”) unless either Ashford Inc. or Ashford Trust provides written notice to the other at least sixty days in advance of the expiration of the Initial Term or Renewal Term, as applicable, that such notifying party intends not to renew the ERFP Agreement. As a result of the Embassy Suites New York Manhattan Times Square acquisition in 2019, under the ERFP Agreement, we are entitled to receive $19.5 million from Ashford LLC in the form of future purchases of hotel FF&E. In the second quarter of 2019, the Company sold $8.1 million of hotel FF&E from certain Ashford Trust hotel properties to Ashford LLC. On March 13, 2020, an extension agreement was entered into whereby the required FF&E acquisition date by Ashford LLC of the remaining $11.4 million was extended to December 31, 2022. Project Management Agreement In connection with Ashford Inc.’s August 8, 2018 acquisition of Remington Lodging’s project management business, we entered into a project management agreement with Ashford Inc.’s indirect subsidiary, Premier Project Management LLC (“Premier”), pursuant to which Premier provides project management services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the project management agreement, we pay Premier: (a) project management fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision. On March 20, 2020, we amended the project management agreement to provide that Premier's fees shall be paid by the Company to Premier upon the completion of any work provided by third party vendors to the Company. Hotel Management Agreement On November 6, 2019, Ashford Inc. completed the acquisition of Remington Lodging’s hotel management business. As a result of the acquisition, hotel management services are provided by Remington Hotels, a subsidiary of Ashford Inc., under the respective hotel management agreement with each customer, including Ashford Trust and Braemar. At March 31, 2020 , Remington Hotels managed 79 of our 116 hotel properties and the WorldQuest condominium properties. We pay monthly hotel management fees equal to the greater of approximately $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us. We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on the related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at March 31, 2020 , escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 6% of gross revenues for capital improvements. Franchise Fees —Under franchise agreements for our hotel properties existing at March 31, 2020 , we pay franchisor royalty fees between 3% and 6% of gross rooms revenue and, in some cases, 1% to 3% of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2021 and 2047 . When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to stockholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property. The table below summarizes the franchise fees incurred (in thousands): Three Months Ended March 31, Line Item 2020 2019 Other hotel expenses $ 14,059 $ 17,748 Management Fees —Under hotel management agreements for our hotel properties existing at March 31, 2020 , we pay monthly hotel management fees equal to the greater of approximately $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 1% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2020 through 2038 , with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2015 through 2019 remain subject to potential examination by certain federal and state taxing authorities. Potential Pension Liabilities —Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, a majority of employees, who are employees of the hotel manager, Remington Lodging, petitioned the employer to withdraw recognition of the union. As a result of the decertification petition, Remington Lodging withdrew recognition of the union. At the time of the withdrawal, the National Retirement Fund, the union’s pension fund, indicated unfunded pension liabilities existed. The National Labor Relations Board (“NLRB”) filed a complaint against Remington Lodging seeking, among other things, a ruling that Remington Lodging’s withdrawal of recognition was unlawful. The pension fund entered into a settlement agreement with Remington Lodging on November 1, 2011, providing that Remington Lodging will continue to make monthly pension fund payments pursuant to the collective bargaining agreement. As of March 31, 2020 , Remington Lodging continues to comply with the settlement agreement by making the appropriate monthly pension fund payments. If Remington Lodging does not comply with the settlement agreement, we have agreed to indemnify Remington Lodging for the payment of the unfunded pension liability, if any, as set forth in the settlement agreement equal to $1.7 million minus the monthly pension payments made by Remington Lodging since the settlement agreement. To illustrate, if Remington Lodging - as of the date a final determination occurs - has made monthly pension payments equaling $100,000 , Remington Lodging’s remaining withdrawal liability would be the unfunded pension liability of $1.7 million minus $100,000 (or $1.6 million ). This remaining unfunded pension liability would be paid to the pension fund in annual installments of $84,000 (but may be made monthly or quarterly, at Remington Lodging’s election), which shall continue for the remainder of twenty years , which is capped, unless Remington Lodging elects to pay the unfunded pension liability amount earlier. Litigation — Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. In 2016, the Court of Appeals reduced the original $10.8 million judgment to $8.8 million and added pre-judgment interest on the wrongful eviction judgment. The case was further appealed to the Florida Supreme Court. On May 23, 2017, the trial court issued an order compelling the company that issued the supersedeas bond, RLI Insurance Company (“RLI”), to pay approximately $10.0 million . On June 1, 2017, RLI paid Nantucket this amount and sought reimbursement from the Company, and on June 7, 2017, the Company paid $2.5 million of the judgment. On June 27, 2017, the Florida Supreme Court denied the Company’s petition for review. As a result, all of the appeals were exhausted and the judgment was final with the determination and reimbursement of attorney’s fees being the only remaining dispute. On June 29, 2017, the balance of the judgment of $3.9 million was paid to Nantucket by the Company. On July 26, 2018, we paid $544,000 as part of a settlement on certain legal fees. The negotiations relating to the potential payment of the remaining attorney’s fees are still ongoing. As of March 31, 2020 , we have accrued approximately $504,000 in legal fees, which represents the Company’s estimate of the amount of potential remaining legal fees that could be owed. On December 4, 2015, Pedro Membrives filed a class action lawsuit against HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Mark A. Sharkey, Archie Bennett, Jr., Monty J. Bennett, Christopher Peckham, and any other related entities in the Supreme Court of New York, Nassau County, Commercial Division. On August 30, 2016, the complaint was amended to add Michele Spero as a Plaintiff and Remington Long Island Employers, LLC as a defendant. The lawsuit is captioned Pedro Membrives and Michele Spero, individually and on behalf of others similarly situated v. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC, et al ., Index No. 607828/2015 (Sup. Ct. Nassau Cty.) . The plaintiffs allege that the owner and management company of the Hyatt Regency Long Island hotel violated New York law by improperly retaining service charges rather than distributing them to employees. In 2017, the class was certified. On July 24, 2018, the trial court granted the plaintiffs’ motion for summary judgment on liability. The defendants appealed the summary judgment to the New York State Appellate Division, Second Department (the “Second Department”), and the appeal is still pending. By Order dated May 7, 2020, the Second Department referred the matter for mandatory mediation and the parties are working to schedule a mediation session per the Order. Notwithstanding the pending appeal on the summary judgment issue, the trial court continued the litigation with respect to the plaintiffs’ alleged damages. The plaintiffs filed an application for damages on August 28, 2019. The defendants filed their opposition to the plaintiffs’ application for damages on October 11, 2019. The plaintiffs filed their reply on October 25, 2019. The defendants intend to vigorously defend against the plaintiffs’ claims and the Company does not believe that an unfavorable outcome is probable. If, however, the plaintiffs’ motion for summary judgment on liability is upheld and the Company is unsuccessful in any further appeals, the Company estimates that damages could range between approximately $5.8 million and $11.9 million plus attorneys’ fees. As of March 31, 2020 , no amounts have been accrued. We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics. As of March 31, 2020 and December 31, 2019 , all of our hotel properties were domestically located. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to March 31, 2020, certain subsidiaries of the Company applied for and received loans from Key Bank, N.A. under the Paycheck Protection Program (“PPP”) which was established under the CARES Act. All funds borrowed under the PPP were returned on or before May 7, 2020. As of May 26, 2020, the Company has temporarily suspended operations at 21 of its 116 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020 . Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2020 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . The following acquisitions and dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date Embassy Suites New York Manhattan Times Square New York, NY Acquisition January 22, 2019 Hilton Santa Cruz/Scotts Valley Santa Cruz, CA Acquisition February 26, 2019 San Antonio Marriott San Antonio, TX Disposition August 2, 2019 Hilton Garden Inn Wisconsin Dells Wisconsin Dells, WI Disposition August 6, 2019 Courtyard Savannah Savannah, GA Disposition August 14, 2019 SpringHill Suites Jacksonville Jacksonville, FL Disposition December 3, 2019 Crowne Plaza Annapolis Annapolis, MD Disposition March 9, 2020 |
Use of Estimates | Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes —On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases . In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 may have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Acquisitions and Dispositions that Affect Comparability | The following acquisitions and dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date Embassy Suites New York Manhattan Times Square New York, NY Acquisition January 22, 2019 Hilton Santa Cruz/Scotts Valley Santa Cruz, CA Acquisition February 26, 2019 San Antonio Marriott San Antonio, TX Disposition August 2, 2019 Hilton Garden Inn Wisconsin Dells Wisconsin Dells, WI Disposition August 6, 2019 Courtyard Savannah Savannah, GA Disposition August 14, 2019 SpringHill Suites Jacksonville Jacksonville, FL Disposition December 3, 2019 Crowne Plaza Annapolis Annapolis, MD Disposition March 9, 2020 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended March 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 14,058 $ 4,059 $ 1,153 $ — $ 19,270 Boston, MA Area 3 6,788 995 1,233 — 9,016 Dallas / Ft. Worth Area 7 13,128 3,921 959 — 18,008 Houston, TX Area 3 5,106 2,291 188 — 7,585 Los Angeles, CA Metro Area 6 16,212 3,357 1,085 — 20,654 Miami, FL Metro Area 3 8,142 2,441 207 — 10,790 Minneapolis - St. Paul, MN - WI Area 4 4,570 1,259 590 — 6,419 Nashville, TN Area 1 9,538 5,100 888 — 15,526 New York / New Jersey Metro Area 7 14,335 3,403 1,100 — 18,838 Orlando, FL Area 3 6,913 427 678 — 8,018 Philadelphia, PA Area 3 3,687 688 161 — 4,536 San Diego, CA Area 2 3,344 247 238 — 3,829 San Francisco - Oakland, CA Metro Area 7 16,092 2,068 648 — 18,808 Tampa, FL Area 2 6,609 2,141 351 — 9,101 Washington D.C. - MD - VA Area 9 20,446 4,388 1,977 — 26,811 Other Areas 47 65,318 10,996 5,530 — 81,844 Orlando WorldQuest — 1,031 25 347 — 1,403 Sold properties 1 490 144 15 — 649 Corporate — — — — 772 772 Total 117 $ 215,807 $ 47,950 $ 17,348 $ 772 $ 281,877 Three Months Ended March 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 20,276 $ 5,043 $ 1,195 $ — $ 26,514 Boston, MA Area 3 9,470 1,601 812 — 11,883 Dallas / Ft. Worth Area 7 15,904 4,776 885 — 21,565 Houston, TX Area 3 6,641 2,561 199 — 9,401 Los Angeles, CA Metro Area 6 20,544 4,593 1,166 — 26,303 Miami, FL Metro Area 3 8,910 2,788 225 — 11,923 Minneapolis - St. Paul, MN - WI Area 4 6,369 1,622 793 — 8,784 Nashville, TN Area 1 12,082 5,198 697 — 17,977 New York / New Jersey Metro Area 7 18,877 4,706 766 — 24,349 Orlando, FL Area 3 8,986 536 460 — 9,982 Philadelphia, PA Area 3 4,667 793 156 — 5,616 San Diego, CA Area 2 4,329 402 219 — 4,950 San Francisco - Oakland, CA Metro Area 7 21,625 2,338 567 — 24,530 Tampa, FL Area 2 8,134 2,713 269 — 11,116 Washington D.C. - MD - VA Area 9 25,755 5,450 1,811 — 33,016 Other Areas 47 80,378 14,415 5,300 — 100,093 Orlando WorldQuest — 1,186 15 393 — 1,594 Sold properties 5 6,248 1,511 291 — 8,050 Corporate — — — — 1,072 1,072 Total 121 $ 280,381 $ 61,061 $ 16,204 $ 1,072 $ 358,718 |
Investment in Hotel Propertie_2
Investment in Hotel Properties, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investments in Hotel Properties, net | Investments in hotel properties, net consisted of the following (in thousands): March 31, 2020 December 31, 2019 Land $ 767,363 $ 769,381 Buildings and improvements 4,092,971 4,129,884 Furniture, fixtures and equipment 480,612 503,156 Construction in progress 22,820 29,745 Condominium properties 11,901 12,093 Total cost 5,375,667 5,444,259 Accumulated depreciation (1,351,491 ) (1,335,816 ) Investments in hotel properties, net $ 4,024,176 $ 4,108,443 |
Hotel Dispositions and Impair_2
Hotel Dispositions and Impairment Charges (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Non-Recurring Basis of Fair Value Measurement of Hotel Properties | The following table presents our hotel properties measured at fair value aggregated by the level in the fair value hierarchy within which measurements fall on a non-recurring basis at March 31, 2020 , and the related impairment charges recorded (in thousands): Level 1 Level 2 Level 3 Total Impairment Charges Columbus Hampton Inn Easton $ — $ — $ 13,293 $ 13,293 $ 13,943 (1) Phoenix Hampton Inn Airport North — — 9,030 9,030 3,692 (1) Canonsburg Homewood Suites Pittsburgh Southpointe — — 17,255 17,255 9,978 (1) Total $ — $ — $ 39,578 $ 39,578 $ 27,613 _________________________ (1) The impairment charges were based on the estimated fair value of each applicable property and were recorded during the three months ended March 31, 2020. |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes our carrying value and ownership interest in OpenKey: March 31, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 2,801 $ 2,829 Ownership interest in OpenKey 17.1 % 17.0 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended March 31, Line Item 2020 2019 Equity in earnings (loss) of unconsolidated entity $ (79 ) $ (116 ) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Indebtedness | Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate March 31, 2020 December 31, 2019 Mortgage loan (2) 19 hotels April 2020 LIBOR (1) + 3.20% $ 907,030 $ 907,030 Mortgage loan (3) 1 hotel June 2020 LIBOR (1) + 5.10% — 43,750 Mortgage loan (4) 7 hotels June 2020 LIBOR (1) + 3.65% 180,720 180,720 Mortgage loan (4) 7 hotels June 2020 LIBOR (1) + 3.39% 174,400 174,400 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 3.73% 221,040 221,040 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 4.02% 262,640 262,640 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 2.73% 160,000 160,000 Mortgage loan (4) 5 hotels June 2020 LIBOR (1) + 3.68% 215,120 215,120 Mortgage loan (5) 1 hotel July 2020 LIBOR (1) + 4.40% 35,200 35,200 Mortgage loan (5) 8 hotels July 2020 LIBOR (1) + 4.33% 144,000 144,000 Mortgage loan 1 hotel November 2020 6.26% 91,046 91,542 Mortgage loan (6) 1 hotel November 2020 LIBOR (1) + 2.55% 25,000 25,000 Mortgage loan (7) 17 hotels November 2020 LIBOR (1) + 3.00% 419,000 419,000 Mortgage loan (8) 8 hotels February 2021 LIBOR (1) + 2.92% 395,000 395,000 Mortgage loan (4) 2 hotels March 2021 LIBOR (1) + 2.75% 240,000 240,000 Mortgage loan (9) 1 hotel February 2022 LIBOR (1) + 3.90% 145,000 145,000 Mortgage loan 1 hotel November 2022 LIBOR (1) + 2.00% 97,000 97,000 Mortgage loan (9) 1 hotel December 2022 LIBOR (1) + 2.25% 16,100 16,100 Mortgage loan (3) 1 hotel January 2023 LIBOR (1) + 3.40% 37,000 — Mortgage loan 1 hotel May 2023 5.46% 51,582 51,843 Mortgage loan 1 hotel June 2023 LIBOR (1) + 2.45% 73,450 73,450 Mortgage loan 1 hotel January 2024 5.49% 6,727 6,759 Mortgage loan 1 hotel January 2024 5.49% 9,818 9,865 Mortgage loan 1 hotel May 2024 4.99% 6,260 6,292 Mortgage loan 1 hotel June 2024 LIBOR (1) + 2.00% 8,881 8,881 Mortgage loan 3 hotels August 2024 5.20% 64,022 64,207 Mortgage loan 2 hotels August 2024 4.85% 11,809 11,845 Mortgage loan 3 hotels August 2024 4.90% 23,611 23,683 Mortgage loan 2 hotels February 2025 4.45% 19,369 19,438 Mortgage loan 3 hotels February 2025 4.45% 50,098 50,279 Mortgage loan 1 hotel March 2025 4.66% 24,794 24,919 4,115,717 4,124,003 Premiums, net 598 655 Deferred loan costs, net (12,657 ) (18,140 ) Indebtedness, net $ 4,103,658 $ 4,106,518 _____________________________ (1) LIBOR rates were 0.993% and 1.763% at March 31, 2020 and December 31, 2019 , respectively. (2) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. (3) On January 9, 2020, we refinanced this mortgage loan totaling $43.8 million with a new $37.0 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.40% . (4) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. (5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in July 2019. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (7) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in November 2019. (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began February 2020. (9) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. |
Schedule of Interest Expense - Premium Amortization | During the three months ended March 31, 2020 and 2019 , we recognized net premium amortization as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2020 2019 Interest expense and amortization of premium and loan costs $ 56 $ 65 |
Notes Receivable, net and Oth_2
Notes Receivable, net and Other (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Notes Receivable and Other | Notes receivable, net are summarized in the table below (dollars in thousands): Interest Rate March 31, 2020 December 31, 2019 Construction Financing Note (1) (5) Face amount 7.0 % $ 4,000 $ 4,000 Discount (2) (339 ) (402 ) 3,661 3,598 Certificate of Occupancy Note (3) (5) Face amount 7.0 % $ 5,250 $ 5,250 Discount (4) (1,067 ) (1,139 ) 4,183 4,111 Note receivable, net $ 7,844 $ 7,709 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before the earlier of (i) the buyer closing on third party institutional financing for the construction of improvements on the property, (ii) three years after the development commencement date, or (iii) July 9, 2024. (2) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2021. (3) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before July 9, 2025. (4) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2023. (5) The notes receivable are secured by the 1.65 -acre land parcel adjacent to the Hilton St. Petersburg Bayfront. |
Schedule of Other Consideration | Other consideration received from the sale of the 1.65-acre parking lot adjacent to the Hilton St. Petersburg Bayfront is summarized in the table below (dollars in thousands): Imputed Interest Rate March 31, 2020 December 31, 2019 Future ownership rights of parking parcel 7.0 % $ 4,100 $ 4,100 Imputed interest 145 72 4,245 (1) 4,172 (1) Free use of parking easement prior to development commencement 7.0 % $ 235 $ 235 Accumulated amortization (235 ) (118 ) — (1) 117 (1) Reimbursement of parking fees while parking parcel is in development (2) 7.0 % $ 462 $ 462 Accumulated amortization — — 462 (1) 462 (1) Total $ 4,751 $ 4,751 ____________________________________ (1) Included in “other assets” in the consolidated balance sheets. (2) Amortization will commence when the parking parcel begins development. |
Derivative Instruments and He_2
Derivative Instruments and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table presents a summary of our interest rate derivatives entered into over each applicable period: Three Months Ended March 31, 2020 2019 Interest rate caps: Notional amount (in thousands) $ 432,000 (1) $ 385,000 (1) Strike rate low end of range 3.00 % 3.50 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2020 January 2019 - March 2019 Termination date range February 2021 - February 2022 March 2021 - February 2022 Total cost (in thousands) $ 63 $ 295 Interest rate floors: Notional amount (in thousands) $ — (1) $ 6,000,000 (1) Strike rate low end of range 1.63 % Strike rate high end of range 1.63 % Effective date range January 2019 Termination date range March 2020 Total cost (in thousands) $ — $ 225 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: March 31, 2020 December 31, 2019 Interest rate caps: Notional amount (in thousands) $ 3,836,740 (1) $ 3,799,740 (1) Strike rate low end of range 1.50 % 1.50 % Strike rate high end of range 5.22 % 5.22 % Termination date range April 2020 - February 2022 February 2020 - February 2022 Aggregate principle balance on corresponding mortgage loans (in thousands) $ 3,659,581 $ 3,666,331 Interest rate floors: (2) Notional amount (in thousands) $ 6,025,000 (1) $ 12,025,000 (1) Strike rate low end of range (0.25 )% (0.25 )% Strike rate high end of range 1.25 % 1.63 % Termination date range April 2020 - November 2021 March 2020 - November 2021 _______________ (1) These instruments were not designated as cash flow hedges. (2) Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter-party and Cash Collateral Netting (1) Total March 31, 2020: Assets Derivative assets: Interest rate derivatives - floors $ — $ 419 $ — $ — $ 419 (2) Interest rate derivatives - caps — 58 — — 58 (2) Credit default swaps — 851 — 301 1,152 (2) — 1,328 — 301 1,629 Non-derivative assets: Equity securities 437 — — — 437 (3) Total $ 437 $ 1,328 $ — $ 301 $ 2,066 Liabilities Derivative liabilities: Credit default swaps — 350 — (700 ) (350 ) (4) Net $ 437 $ 1,678 $ — $ (399 ) $ 1,716 December 31, 2019: Assets Derivative assets: Interest rate derivatives - floors $ — $ 42 $ — $ 257 $ 299 (2) Interest rate derivatives - caps — 47 — — 47 (2) Credit default swaps — (1,579 ) — 2,924 1,345 (2) — (1,490 ) — 3,181 1,691 Non-derivative assets: Equity securities 14,591 — — — 14,591 (3) Total $ 14,591 $ (1,490 ) $ — $ 3,181 $ 16,282 Liabilities Derivative liabilities: Credit default swaps — (1,092 ) — 1,050 (42 ) (4) Net $ 14,591 $ (2,582 ) $ — $ 4,231 $ 16,240 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets, net” in our consolidated balance sheets. (3) Reported as “marketable securities” in our consolidated balance sheets. (4) Reported net as “derivative liabilities, net” in our consolidated balance sheets. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following tables summarize the effect of fair value measured assets and liabilities on the consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ 377 $ (196 ) Interest rate derivatives - caps (52 ) (642 ) Credit default swaps 2,430 (4) (1,533 ) (4) 2,755 (2,371 ) Non-derivative assets: Equity 627 804 Total 3,382 (1,567 ) Liabilities Derivative liabilities: Credit default swaps 1,442 (4) (786 ) (4) Net $ 4,824 $ (2,353 ) Total combined Interest rate derivatives - floors $ 602 $ (33 ) Interest rate derivatives - caps (52 ) (642 ) Credit default swaps 3,872 (2,319 ) Unrealized gain (loss) on derivatives 4,422 (1) (2,994 ) (1) Realized gain (loss) on interest rate floors (225 ) (2) (163 ) (2) Unrealized gain (loss) on marketable securities (1,477 ) (3) 808 (3) Realized gain (loss) on marketable securities 2,104 (2) (4 ) (2) Net $ 4,824 $ (2,353 ) ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $268 and $266 for the three months ended March 31, 2020 and 2019 , respectively, included in “other income (expense)” associated with credit default swaps. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Marketable securities $ 437 $ 437 $ 14,591 $ 14,591 Derivative assets, net 1,629 1,629 1,691 1,691 Derivative liabilities, net 350 350 42 42 Financial assets not measured at fair value: Cash and cash equivalents $ 240,316 $ 240,316 $ 262,636 $ 262,636 Restricted cash 126,649 126,649 135,571 135,571 Accounts receivable, net 29,129 29,129 39,638 39,638 Notes receivable, net 7,844 $7,452 to $8,236 7,709 $7,323 to $8,095 Due from related parties, net 4,399 4,399 3,019 3,019 Due from third-party hotel managers 19,183 19,183 17,368 17,368 Financial liabilities not measured at fair value: Indebtedness $ 4,116,315 $3,771,655 to $4,168,669 $ 4,124,658 $3,881,453 to $4,290,027 Accounts payable and accrued expenses 135,993 135,993 134,341 134,341 Dividends and distributions payable 11,740 11,740 20,849 20,849 Due to Ashford Inc., net 5,229 5,229 6,570 6,570 Due to third-party hotel managers 3,021 3,021 2,509 2,509 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (84,201 ) $ (38,017 ) Less: Dividends on preferred stock (10,644 ) (10,644 ) Less: Dividends on common stock — (11,979 ) Less: Dividends on unvested performance stock units 378 (190 ) Less: Dividends on unvested restricted shares — (281 ) Undistributed income (loss) allocated to common stockholders (94,467 ) (61,111 ) Add back: Dividends on common stock — 11,979 Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (94,467 ) $ (49,132 ) Weighted average common shares outstanding: Weighted average common shares outstanding - basic and diluted 100,470 99,407 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.94 ) $ (0.49 ) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.94 ) $ (0.49 ) |
Summary of Computation of Diluted Income Per Share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): Three Months Ended March 31, 2020 2019 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 281 Income (loss) allocated to unvested performance stock units — 190 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (17,671 ) (8,579 ) Total $ (17,671 ) $ (8,108 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 238 235 Effect of unvested performance stock units — 278 Effect of assumed conversion of operating partnership units 19,389 18,345 Effect of advisory services incentive fee shares — 22 Total 19,627 18,880 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the common units redeemed and the fair value upon redemption (in thousands): March 31, 2020 2020 2019 Common units converted to stock 1,955 — Fair value of common units converted $ 959 $ — The following table presents the redeemable noncontrolling interest in Ashford Trust and the corresponding approximate ownership percentage: March 31, 2020 December 31, 2019 Redeemable noncontrolling interests (in thousands) $ 35,229 $ 69,870 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) 130,900 155,536 Ownership percentage of operating partnership 15.71 % 15.92 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to holders of common units and holders of LTIP units, as presented in the table below (in thousands): Three Months Ended March 31, 2020 2019 Allocated net (income) loss to the redeemable noncontrolling interests $ 17,671 $ 8,579 Distributions declared to holders of common units, LTIP unit and Performance LTIP units (1,401 ) 2,623 |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Dividends Declared | The board of directors declared quarterly dividends as presented below: Three Months Ended March 31, 2020 2019 8.45% Series D Cumulative Preferred Stock $ 0.5281 $ 0.5281 7.375% Series F Cumulative Preferred Stock 0.4609 0.4609 7.375% Series G Cumulative Preferred Stock 0.4609 0.4609 7.50% Series H Cumulative Preferred Stock 0.4688 0.4688 7.50% Series I Cumulative Preferred Stock 0.4688 0.4688 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2020 2019 Advisory services fee Base advisory fee $ 8,917 $ 8,989 Reimbursable expenses (1) 1,831 2,390 Equity-based compensation (2) 4,551 4,289 Incentive fee — 636 Total advisory services fee $ 15,299 $ 16,304 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. Three Months Ended March 31, Line Item 2020 2019 Corporate, general and administrative $ 698 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Franchise Fees | The table below summarizes the franchise fees incurred (in thousands): Three Months Ended March 31, Line Item 2020 2019 Other hotel expenses $ 14,059 $ 17,748 |
Organization and Description _2
Organization and Description of Business (Details) $ in Thousands | Mar. 31, 2020USD ($)roomunithotel | Dec. 31, 2019USD ($) |
Real Estate Properties [Line Items] | ||
Number of rooms | room | 24,746 | |
Number of rooms owned, net of partnership interest | room | 24,719 | |
Investment in unconsolidated entity | $ | $ 2,801 | $ 2,829 |
World Quest Resort | ||
Real Estate Properties [Line Items] | ||
Number of rooms | unit | 90 | |
OpenKey | ||
Real Estate Properties [Line Items] | ||
Ownership percentage | 17.10% | 17.00% |
Investment in unconsolidated entity | $ | $ 2,801 | $ 2,829 |
Wholly Owned Properties | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 114 | |
Majority Owned Properties | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 2 | |
Subsidiaries | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 116 | |
Number of hotel properties managed by affiliates | 79 | |
Number of hotel properties suspended | 23 |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)hotel | Mar. 31, 2019USD ($)hotel | |
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 117 | 121 |
Total revenue | $ 281,877 | $ 358,718 |
Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 9 | 9 |
Total revenue | $ 19,270 | $ 26,514 |
Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 3 | 3 |
Total revenue | $ 9,016 | $ 11,883 |
Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 7 | 7 |
Total revenue | $ 18,008 | $ 21,565 |
Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 3 | 3 |
Total revenue | $ 7,585 | $ 9,401 |
Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 6 | 6 |
Total revenue | $ 20,654 | $ 26,303 |
Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 3 | 3 |
Total revenue | $ 10,790 | $ 11,923 |
Minneapolis - St. Paul, MN-WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 4 | 4 |
Total revenue | $ 6,419 | $ 8,784 |
Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Total revenue | $ 15,526 | $ 17,977 |
New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 7 | 7 |
Total revenue | $ 18,838 | $ 24,349 |
Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 3 | 3 |
Total revenue | $ 8,018 | $ 9,982 |
Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 3 | 3 |
Total revenue | $ 4,536 | $ 5,616 |
San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Total revenue | $ 3,829 | $ 4,950 |
San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 7 | 7 |
Total revenue | $ 18,808 | $ 24,530 |
Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Total revenue | $ 9,101 | $ 11,116 |
Washington DC - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 9 | 9 |
Total revenue | $ 26,811 | $ 33,016 |
Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 47 | 47 |
Total revenue | $ 81,844 | $ 100,093 |
Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 0 | 0 |
Total revenue | $ 1,403 | $ 1,594 |
Sold properties | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 5 |
Total revenue | $ 649 | $ 8,050 |
Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 0 | 0 |
Total revenue | $ 772 | $ 1,072 |
Rooms | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 215,807 | 280,381 |
Rooms | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 14,058 | 20,276 |
Rooms | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,788 | 9,470 |
Rooms | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,128 | 15,904 |
Rooms | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,106 | 6,641 |
Rooms | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,212 | 20,544 |
Rooms | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,142 | 8,910 |
Rooms | Minneapolis - St. Paul, MN-WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,570 | 6,369 |
Rooms | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,538 | 12,082 |
Rooms | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 14,335 | 18,877 |
Rooms | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,913 | 8,986 |
Rooms | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,687 | 4,667 |
Rooms | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,344 | 4,329 |
Rooms | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,092 | 21,625 |
Rooms | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,609 | 8,134 |
Rooms | Washington DC - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 20,446 | 25,755 |
Rooms | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 65,318 | 80,378 |
Rooms | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,031 | 1,186 |
Rooms | Sold properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 490 | 6,248 |
Rooms | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Food and Beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 47,950 | 61,061 |
Food and Beverage | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,059 | 5,043 |
Food and Beverage | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 995 | 1,601 |
Food and Beverage | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,921 | 4,776 |
Food and Beverage | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,291 | 2,561 |
Food and Beverage | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,357 | 4,593 |
Food and Beverage | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,441 | 2,788 |
Food and Beverage | Minneapolis - St. Paul, MN-WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,259 | 1,622 |
Food and Beverage | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,100 | 5,198 |
Food and Beverage | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,403 | 4,706 |
Food and Beverage | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 427 | 536 |
Food and Beverage | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 688 | 793 |
Food and Beverage | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 247 | 402 |
Food and Beverage | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,068 | 2,338 |
Food and Beverage | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,141 | 2,713 |
Food and Beverage | Washington DC - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,388 | 5,450 |
Food and Beverage | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,996 | 14,415 |
Food and Beverage | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 25 | 15 |
Food and Beverage | Sold properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 144 | 1,511 |
Food and Beverage | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,348 | 16,204 |
Other Hotel | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,153 | 1,195 |
Other Hotel | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,233 | 812 |
Other Hotel | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 959 | 885 |
Other Hotel | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 188 | 199 |
Other Hotel | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,085 | 1,166 |
Other Hotel | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 207 | 225 |
Other Hotel | Minneapolis - St. Paul, MN-WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 590 | 793 |
Other Hotel | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 888 | 697 |
Other Hotel | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,100 | 766 |
Other Hotel | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 678 | 460 |
Other Hotel | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 161 | 156 |
Other Hotel | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 238 | 219 |
Other Hotel | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 648 | 567 |
Other Hotel | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 351 | 269 |
Other Hotel | Washington DC - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,977 | 1,811 |
Other Hotel | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,530 | 5,300 |
Other Hotel | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 347 | 393 |
Other Hotel | Sold properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15 | 291 |
Other Hotel | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 772 | 1,072 |
Other | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Minneapolis - St. Paul, MN-WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Washington DC - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Sold properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 772 | $ 1,072 |
Investment in Hotel Propertie_3
Investment in Hotel Properties, net (Investments) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 767,363 | $ 769,381 |
Buildings and improvements | 4,092,971 | 4,129,884 |
Furniture, fixtures and equipment | 480,612 | 503,156 |
Construction in progress | 22,820 | 29,745 |
Condominium properties | 11,901 | 12,093 |
Investments in hotel properties, net | 5,375,667 | 5,444,259 |
Accumulated depreciation | (1,351,491) | (1,335,816) |
Investments in hotel properties, net | $ 4,024,176 | $ 4,108,443 |
Hotel Dispositions and Impair_3
Hotel Dispositions and Impairment Charges (Narrative) (Details) - USD ($) | Mar. 09, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charge for investments in hotel properties | $ 27,613,000 | $ 0 | |
Columbus Hampton Inn Easton | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charge for investments in hotel properties | 13,943,000 | ||
Canonsburg Homewood Suites Pittsburgh Southpointe | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charge for investments in hotel properties | 9,978,000 | ||
Phoenix Hampton Inn Airport North | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charge for investments in hotel properties | 3,692,000 | ||
Crowne Plaza, Annapolis, Maryland | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration for disposal | $ 5,100,000 | ||
Carrying value of hotel property | $ 2,100,000 | ||
Gain (loss) on disposal | $ 3,600,000 |
Hotel Dispositions and Impair_4
Hotel Dispositions and Impairment Charges (Hotel Properties Measured at Fair Value) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | $ 27,613,000 | $ 0 |
Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 39,578,000 | |
Columbus Hampton Inn Easton | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | 13,943,000 | |
Columbus Hampton Inn Easton | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 13,293,000 | |
Phoenix Hampton Inn Airport North | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | 3,692,000 | |
Phoenix Hampton Inn Airport North | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 9,030,000 | |
Canonsburg Homewood Suites Pittsburgh Southpointe | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | 9,978,000 | |
Canonsburg Homewood Suites Pittsburgh Southpointe | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 17,255,000 | |
Level 1 | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 1 | Columbus Hampton Inn Easton | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 1 | Phoenix Hampton Inn Airport North | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 1 | Canonsburg Homewood Suites Pittsburgh Southpointe | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 2 | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 2 | Columbus Hampton Inn Easton | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 2 | Phoenix Hampton Inn Airport North | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 2 | Canonsburg Homewood Suites Pittsburgh Southpointe | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 0 | |
Level 3 | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 39,578,000 | |
Level 3 | Columbus Hampton Inn Easton | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 13,293,000 | |
Level 3 | Phoenix Hampton Inn Airport North | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | 9,030,000 | |
Level 3 | Canonsburg Homewood Suites Pittsburgh Southpointe | Fair Value, Nonrecurring | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair Value | $ 17,255,000 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Investment in Unconsolidated Entity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 49 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total investment | $ 51 | $ 299 | ||
Carrying value of the investment in OpenKey (in thousands) | 2,801 | $ 2,801 | $ 2,829 | |
Equity in earnings (loss) of unconsolidated entity | (79) | (1,063) | ||
OpenKey | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total investment | 4,700 | |||
Carrying value of the investment in OpenKey (in thousands) | $ 2,801 | $ 2,801 | $ 2,829 | |
Ownership percentage | 17.10% | 17.10% | 17.00% | |
Equity in earnings (loss) of unconsolidated entity | $ (79) | $ (116) |
Indebtedness, net (Details)
Indebtedness, net (Details) | Jan. 09, 2020USD ($)extension | Mar. 31, 2020USD ($)hotelextension | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||
LIBOR interest rate forward curve | 0.993% | |||
London Interbank Offered Rate (LIBOR) Rate | 1.763% | |||
Indebtedness, net | $ 4,103,658,000 | $ 4,106,518,000 | ||
Interest expense and amortization of premium and loan costs | 56,000 | $ 65,000 | ||
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt | $ 43,800,000 | |||
Mortgages | Disposal Group, Disposed of by Sale, Not Discontinued Operations | New Orleans, LA Le Pavillon | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt | 6,800,000 | |||
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 4,115,717,000 | 4,124,003,000 | ||
Premiums, net | 598,000 | 655,000 | ||
Deferred loan costs, net | (12,657,000) | (18,140,000) | ||
Indebtedness, net | $ 4,103,658,000 | 4,106,518,000 | ||
Principal amount | $ 37,000,000 | |||
Number of extension options | extension | 2 | |||
Mortgages | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.40% | |||
Mortgages | Mortgage loan 1 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 19 | |||
Long-term debt, gross | $ 907,030,000 | |||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 1 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.20% | |||
Mortgages | Mortgage loan 2 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 0 | 43,750,000 | ||
Initial term of loan | 3 years | |||
Number of extension options | extension | 2 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 2 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 5.10% | |||
Mortgages | Mortgage loan 3 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 7 | |||
Long-term debt, gross | $ 180,720,000 | 180,720,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 3 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.65% | |||
Mortgages | Mortgage loan 4 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 7 | |||
Long-term debt, gross | $ 174,400,000 | 174,400,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 4 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.39% | |||
Mortgages | Mortgage loan 5 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 5 | |||
Long-term debt, gross | $ 221,040,000 | 221,040,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 5 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.73% | |||
Mortgages | Mortgage loan 6 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 5 | |||
Long-term debt, gross | $ 262,640,000 | 262,640,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 6 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.02% | |||
Mortgages | Mortgage loan 7 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 5 | |||
Long-term debt, gross | $ 160,000,000 | 160,000,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 7 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.73% | |||
Mortgages | Mortgage loan 8 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 5 | |||
Long-term debt, gross | $ 215,120,000 | 215,120,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 8 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.68% | |||
Mortgages | Mortgage loan 9 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 35,200,000 | 35,200,000 | ||
Number of extension options | extension | 3 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 9 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.40% | |||
Mortgages | Mortgage loan 10 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 8 | |||
Long-term debt, gross | $ 144,000,000 | 144,000,000 | ||
Number of extension options | extension | 3 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 10 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.43% | |||
Mortgages | Mortgage loan 11 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Interest Rate | 6.26% | |||
Long-term debt, gross | $ 91,046,000 | 91,542,000 | ||
Mortgages | Mortgage loan 12 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 25,000,000 | 25,000,000 | ||
Number of extension options | extension | 3 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 12 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.55% | |||
Mortgages | Mortgage loan 13 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 17 | |||
Long-term debt, gross | $ 419,000,000 | 419,000,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 13 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.00% | |||
Mortgages | Mortgage loan 14 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 8 | |||
Long-term debt, gross | $ 395,000,000 | 395,000,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 14 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.92% | |||
Mortgages | Mortgage loan 15 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 2 | |||
Long-term debt, gross | $ 240,000,000 | 240,000,000 | ||
Number of extension options | extension | 5 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 15 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Mortgages | Mortgage loan 16 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 145,000,000 | 145,000,000 | ||
Number of extension options | extension | 2 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 16 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.90% | |||
Mortgages | Mortgage loan 17 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 97,000,000 | 97,000,000 | ||
Mortgages | Mortgage loan 17 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
Mortgages | Mortgage loan 18 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 16,100,000 | 16,100,000 | ||
Number of extension options | extension | 2 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 18 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Mortgages | Mortgage loan 19 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 37,000,000 | 0 | ||
Initial term of loan | 3 years | |||
Number of extension options | extension | 2 | |||
Term of mortgage loan extension option | 1 year | |||
Mortgages | Mortgage loan 19 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.40% | |||
Mortgages | Mortgage loan 20 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Interest Rate | 5.46% | |||
Long-term debt, gross | $ 51,582,000 | 51,843,000 | ||
Mortgages | Mortgage loan 21 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 73,450,000 | 73,450,000 | ||
Mortgages | Mortgage loan 21 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.45% | |||
Mortgages | Mortgage loan 22 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Interest Rate | 5.49% | |||
Long-term debt, gross | $ 6,727,000 | 6,759,000 | ||
Mortgages | Mortgage loan 23 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Interest Rate | 5.49% | |||
Long-term debt, gross | $ 9,818,000 | 9,865,000 | ||
Mortgages | Mortgage loan 24 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Interest Rate | 4.99% | |||
Long-term debt, gross | $ 6,260,000 | 6,292,000 | ||
Mortgages | Mortgage loan 25 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Long-term debt, gross | $ 8,881,000 | 8,881,000 | ||
Mortgages | Mortgage loan 25 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
Mortgages | Mortgage loan 26 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 3 | |||
Interest Rate | 5.20% | |||
Long-term debt, gross | $ 64,022,000 | 64,207,000 | ||
Mortgages | Mortgage loan 27 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 2 | |||
Interest Rate | 4.85% | |||
Long-term debt, gross | $ 11,809,000 | 11,845,000 | ||
Mortgages | Mortgage loan 28 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 3 | |||
Interest Rate | 4.90% | |||
Long-term debt, gross | $ 23,611,000 | 23,683,000 | ||
Mortgages | Mortgage loan 29 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 2 | |||
Interest Rate | 4.45% | |||
Long-term debt, gross | $ 19,369,000 | 19,438,000 | ||
Mortgages | Mortgage loan 30 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 3 | |||
Interest Rate | 4.45% | |||
Long-term debt, gross | $ 50,098,000 | 50,279,000 | ||
Mortgages | Mortgage loan 31 | ||||
Debt Instrument [Line Items] | ||||
Collateral | hotel | 1 | |||
Interest Rate | 4.66% | |||
Long-term debt, gross | $ 24,794,000 | $ 24,919,000 |
Notes Receivable, net and Oth_3
Notes Receivable, net and Other (Schedule of Notes Receivable) (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019a | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest Rate | 7.00% | ||
Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Note receivable, net | $ 7,844,000 | $ 7,709,000 | |
Notes Receivable | Construction Financing Note | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Face amount | 4,000,000 | 4,000,000 | |
Discount | (339,000) | (402,000) | |
Note receivable, net | 3,661,000 | 3,598,000 | |
Notes Receivable | Certificate Of Occupancy Note | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Face amount | 5,250,000 | 5,250,000 | |
Discount | (1,067,000) | (1,139,000) | |
Note receivable, net | $ 4,183,000 | $ 4,111,000 | |
Parking Lot Adjacent to Hilton St. Petersburg Bayfront Hotel | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest Rate | 7.00% | ||
Area of real estate property | a | 1.65 |
Notes Receivable, net and Oth_4
Notes Receivable, net and Other (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Cash interest income | $ 0 |
Discount amortization | 135,000 |
Future ownership rights of parking parcel | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Imputed interest | 73,000 |
Free use of parking easement prior to development commencement | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Accumulated amortization | $ 117,000 |
Notes Receivable, net and Oth_5
Notes Receivable, net and Other (Other Consideration) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Receivables with Imputed Interest [Line Items] | ||
Imputed Interest Rate | 7.00% | |
Other Assets, Net Amount | $ 4,751 | $ 4,751 |
Future ownership rights of parking parcel | ||
Receivables with Imputed Interest [Line Items] | ||
Other Assets, Face Amount | 4,100 | 4,100 |
Other Assets, Imputed Interest | 145 | 72 |
Other Assets, Net Amount | 4,245 | 4,172 |
Free use of parking easement prior to development commencement | ||
Receivables with Imputed Interest [Line Items] | ||
Other Assets, Face Amount | 235 | 235 |
Accumulated amortization | (235) | (118) |
Other Assets, Net Amount | 0 | 117 |
Reimbursement of parking fees while parking parcel is in development | ||
Receivables with Imputed Interest [Line Items] | ||
Other Assets, Face Amount | 462 | 462 |
Accumulated amortization | 0 | 0 |
Other Assets, Net Amount | $ 462 | $ 462 |
Derivative Instruments and He_3
Derivative Instruments and Hedging (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Credit default swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount | $ 212,500,000 | ||
Total exposure | 6,800,000 | ||
Change in market value of credit default swap | 250,000 | ||
Not Designated as Hedging Instrument | Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount | 3,836,740,000 | $ 3,799,740,000 | |
Aggregate principle balance on corresponding mortgage loans | $ 3,659,581,000 | $ 3,666,331,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 1.50% | 1.50% | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 5.22% | 5.22% | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount | $ 6,025,000,000 | $ 12,025,000,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate low end of range | (0.25%) | (0.25%) | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 1.25% | 1.63% | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount | $ 432,000,000 | $ 385,000,000 | |
Total cost | $ 63,000 | $ 295,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 3.00% | 3.50% | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 4.00% | 4.00% | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount | $ 0 | $ 6,000,000,000 | |
Total cost | $ 0 | $ 225,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 1.63% | ||
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 1.63% |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | Mar. 31, 2020 |
Fair Value Disclosures [Abstract] | |
Fair value consideration threshold for transfer in/out of level 3 | 10.00% |
LIBOR interest rate forward curve | 0.993% |
LIBOR interest rate forward curve downtrend | 0.211% |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative assets: | ||
Derivative assets | $ 1,629 | $ 1,691 |
Derivative assets, net | 1,629 | 1,691 |
Derivative liabilities: | ||
Derivative liabilities, net | (350) | (42) |
Fair Value Measurements Recurring | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 301 | 3,181 |
Derivative assets, net | 1,629 | 1,691 |
Non-derivative assets: | ||
Non-derivative assets | 437 | 14,591 |
Total | 2,066 | 16,282 |
Derivative liabilities: | ||
Counterparty and Cash Collateral Netting | (399) | 4,231 |
Net | 1,716 | 16,240 |
Fair Value Measurements Recurring | Interest rate derivatives - floors | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 0 | 257 |
Derivative assets, net | 419 | 299 |
Fair Value Measurements Recurring | Interest rate derivatives - caps | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 0 | 0 |
Derivative assets, net | 58 | 47 |
Fair Value Measurements Recurring | Credit default swaps | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 301 | 2,924 |
Derivative assets, net | 1,152 | 1,345 |
Derivative liabilities: | ||
Derivative liabilities, net | (350) | (42) |
Counterparty and Cash Collateral Netting | (700) | 1,050 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Non-derivative assets: | ||
Non-derivative assets | 437 | 14,591 |
Total | 437 | 14,591 |
Derivative liabilities: | ||
Net | 437 | 14,591 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - floors | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Credit default swaps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Derivative liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | ||
Derivative assets: | ||
Derivative assets | 1,328 | (1,490) |
Non-derivative assets: | ||
Non-derivative assets | 0 | 0 |
Total | 1,328 | (1,490) |
Derivative liabilities: | ||
Net | 1,678 | (2,582) |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - floors | ||
Derivative assets: | ||
Derivative assets | 419 | 42 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 58 | 47 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Credit default swaps | ||
Derivative assets: | ||
Derivative assets | 851 | (1,579) |
Derivative liabilities: | ||
Derivative liabilities | 350 | (1,092) |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Non-derivative assets: | ||
Non-derivative assets | 0 | 0 |
Total | 0 | 0 |
Derivative liabilities: | ||
Net | 0 | 0 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - floors | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Credit default swaps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Derivative liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements (Effect
Fair Value Measurements (Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | $ 4,422 | $ (2,994) |
Unrealized gain (loss) on marketable securities | (1,477) | 808 |
Derivative expense related to credit default swaps | 268 | 266 |
Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 4,422 | (2,994) |
Unrealized gain (loss) on marketable securities | (1,477) | 808 |
Realized gain (loss) on marketable securities | 2,104 | (4) |
Net | 4,824 | (2,353) |
Fair Value Measurements Recurring | Interest rate derivatives - floors | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 602 | (33) |
Realized gain (loss) on interest rate floors | (225) | (163) |
Fair Value Measurements Recurring | Interest rate derivatives - caps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | (52) | (642) |
Fair Value Measurements Recurring | Credit default swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 3,872 | (2,319) |
Fair Value Measurements Recurring | Derivative Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, liabilities | 4,824 | (2,353) |
Fair Value Measurements Recurring | Derivative Liabilities | Credit default swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, liabilities | 1,442 | (786) |
Fair Value Measurements Recurring | Derivative Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, assets | 2,755 | (2,371) |
Fair Value Measurements Recurring | Derivative Assets | Interest rate derivatives - floors | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, assets | 377 | (196) |
Fair Value Measurements Recurring | Derivative Assets | Interest rate derivatives - caps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, assets | (52) | (642) |
Fair Value Measurements Recurring | Derivative Assets | Credit default swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, assets | 2,430 | (1,533) |
Fair Value Measurements Recurring | Non Derivative Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, assets | 3,382 | (1,567) |
Fair Value Measurements Recurring | Non Derivative Assets | Equity | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (loss) recognized in income, assets | $ 627 | $ 804 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Financial assets and liabilities measured at fair value: | ||||
Marketable securities, Carrying value | $ 437 | $ 14,591 | ||
Marketable securities, Estimated fair value | 437 | 14,591 | ||
Derivative assets, net, Carrying value | 1,629 | 1,691 | ||
Derivative assets, net, Estimated fair value | 1,629 | 1,691 | ||
Derivative liabilities, net, Carrying value | 350 | 42 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 240,316 | 262,636 | $ 242,561 | $ 319,210 |
Cash and cash equivalents, Estimated fair value | 240,316 | 262,636 | ||
Restricted cash, Carrying value | 126,649 | 135,571 | 152,151 | $ 120,602 |
Restricted cash, Estimated fair value | 126,649 | 135,571 | ||
Accounts receivable, Carrying value | 29,129 | 39,638 | ||
Accounts receivable, Estimated fair value | 29,129 | 39,638 | ||
Notes receivable, net, Carrying value | 7,844 | 7,709 | ||
Due from related party, net, Carrying value | 4,399 | 3,019 | ||
Due from related party, net, Estimated fair value | 4,399 | |||
Due from third-party hotel managers, Carrying value | 19,183 | 17,368 | ||
Due from third party hotel managers, Estimated fair value | 19,183 | 17,368 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying Value | 4,116,315 | 4,124,658 | ||
Accounts payable and accrued expenses, Carrying value | 135,993 | 134,341 | ||
Accounts payable and accrued expenses, Estimated fair value | 135,993 | 134,341 | ||
Dividends payable, Carrying value | 11,740 | 20,849 | $ 27,552 | |
Dividends payable, Estimated fair value | 11,740 | 20,849 | ||
Due to Ashford Inc., net, Carrying value | 5,229 | 6,570 | ||
Due to Ashford Inc., net, Estimated fair value | 5,229 | 6,570 | ||
Due to third-party hotel managers, Carrying value | 3,021 | 2,509 | ||
Due to third-party hotel managers, Estimated fair value | 3,021 | 2,509 | ||
Minimum | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 7,452 | 7,323 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 3,771,655 | 3,881,453 | ||
Maximum | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 8,236 | 8,095 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 4,168,669 | $ 4,290,027 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets | 90 days | |
Notes receivable, net | $ 7,844 | $ 7,709 |
Indebtedness, net | 4,103,658 | 4,106,518 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, net | $ 4,100,000 | $ 4,100,000 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value percentage of the carrying value of notes receivable | 95.00% | 95.00% |
Total indebtedness fair value variance from carrying value (as a percent) | 91.60% | 94.10% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value percentage of the carrying value of notes receivable | 105.00% | 105.00% |
Total indebtedness fair value variance from carrying value (as a percent) | 101.30% | 104.00% |
Income (Loss) Per Share (Summar
Income (Loss) Per Share (Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income (loss) allocated to common stockholders - basic and diluted: | ||
Income (loss) attributable to the Company | $ (84,201) | $ (38,017) |
Less: Dividends on preferred stock | (10,644) | (10,644) |
Undistributed income (loss) allocated to common stockholders | (94,467) | (61,111) |
Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted | $ (94,467) | $ (49,132) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding – basic (in shares) | 100,470 | 99,407 |
Weighted average common shares outstanding – diluted (in shares) | 100,470 | 99,407 |
Basic income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.94) | $ (0.49) |
Diluted income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.94) | $ (0.49) |
Performance stock units | ||
Income (loss) allocated to common stockholders - basic and diluted: | ||
Less: Dividends | $ 378 | $ (190) |
Restricted shares | ||
Income (loss) allocated to common stockholders - basic and diluted: | ||
Less: Dividends | 0 | (281) |
Common Stock | ||
Income (loss) allocated to common stockholders - basic and diluted: | ||
Less: Dividends | $ 0 | $ (11,979) |
Income (Loss) Per Share (Summ_2
Income (Loss) Per Share (Summary of Computation of Diluted Income Per Share) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (17,671) | $ (8,579) |
Total | $ (17,671) | $ (8,108) |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 19,627 | 18,880 |
Restricted shares | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income allocated to unvested shares | $ 0 | $ 281 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 238 | 235 |
Performance stock units | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income allocated to unvested shares | $ 0 | $ 190 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 0 | 278 |
Operating partnership units | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 19,389 | 18,345 |
Incentive fee shares | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 0 | 22 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests in Operating Partnership (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | ||||
Common unit limited partnership interest redemption for common stock (in shares) | 1 | |||
Document Period End Date | Mar. 31, 2020 | |||
Other than options (in shares) | 500,000 | 500,000 | ||
Redeemable noncontrolling interests (in thousands) | $ 35,229 | $ 35,229 | $ 69,870 | |
Cumulative adjustments to redeemable noncontrolling interests | 19,046 | $ (22,760) | ||
Allocated net (income) loss to the redeemable noncontrolling interests | 17,671 | 8,579 | ||
Distributions declared to holders of common units, LTIP unit and Performance LTIP units | (1,401) | 2,623 | ||
Partnership Interest | ||||
Noncontrolling Interest [Line Items] | ||||
Cumulative adjustments to redeemable noncontrolling interests | $ 130,900 | $ 155,536 | ||
LTIP and Performance LTIP | ||||
Noncontrolling Interest [Line Items] | ||||
Units outstanding (in shares) | 11,600,000 | 11,600,000 | ||
Units which have not reached full economic parity with common units (in shares) | 1,500,000 | |||
Long Term Incentive Plan | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period | 3 years | |||
Common partnership unit per converted LTIP unit (in shares) | 1 | |||
Other than options (in shares) | 275,000 | 275,000 | ||
Fair value of options | $ 372 | |||
Long Term Incentive Plan | Minimum | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period | 3 years | |||
Long Term Incentive Plan | Maximum | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period | 5 years | |||
Performance Long Term Incentive Plan Units | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period | 3 years | |||
Other than options (in shares) | 1,300,000 | 1,300,000 | ||
Fair value of options | $ 200 | |||
Units canceled (in shares) | 1,100,000 | |||
Units which have not reached full economic parity with common units (in shares) | 500,000 | |||
Performance Long Term Incentive Plan Units | Minimum | ||||
Noncontrolling Interest [Line Items] | ||||
Performance adjustment | 0.00% | 0.00% | ||
Performance Long Term Incentive Plan Units | Maximum | ||||
Noncontrolling Interest [Line Items] | ||||
Performance adjustment | 200.00% | 200.00% | ||
Operating Partnership Units | ||||
Noncontrolling Interest [Line Items] | ||||
Common units converted to stock (in shares) | 1,955,000 | 0 | ||
Fair value of common units converted | $ 959 | $ 0 | ||
Ashford Trust OP | Partnership Interest | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage of operating partnership | 15.71% | 15.71% | 15.92% |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 11, 2017 | Dec. 05, 2017 | |
Class of Stock [Line Items] | ||||||
Dividends declared - common stock (in dollars per share) | $ 0.12 | |||||
Other than options (in shares) | 500,000 | 500,000 | ||||
Stock repurchase program, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Authorized amount | $ 200,000,000 | |||||
Stock repurchased (in shares) | 0 | 0 | ||||
At-the-market equity distribution program amount | $ 100,000,000 | |||||
Shares issued under program (in shares) | 0 | 0 | ||||
Series D Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared - preferred stock (in dollars per share) | $ 0.5281 | $ 0.5281 | ||||
Preferred stock percentage | 8.45% | 8.45% | ||||
Series F Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared - preferred stock (in dollars per share) | $ 0.4609 | $ 0.4609 | ||||
Preferred stock percentage | 7.375% | 7.375% | ||||
Series G Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared - preferred stock (in dollars per share) | $ 0.4609 | $ 0.4609 | ||||
Preferred stock percentage | 7.375% | 7.375% | ||||
Series H Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared - preferred stock (in dollars per share) | $ 0.4688 | $ 0.4688 | ||||
Preferred stock percentage | 7.50% | 7.50% | ||||
Series I Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared - preferred stock (in dollars per share) | $ 0.4688 | $ 0.4688 | ||||
Preferred stock percentage | 7.50% | 7.50% | ||||
Restricted shares | ||||||
Class of Stock [Line Items] | ||||||
Other than options (in shares) | 1,300,000 | 1,300,000 | ||||
Fair value of options | $ 1,800,000 | |||||
Vesting period | 3 years | |||||
Performance Shares | ||||||
Class of Stock [Line Items] | ||||||
Other than options (in shares) | 700,000 | 700,000 | ||||
Fair value of options | $ 560,000 | |||||
Vesting period | 3 years | |||||
Units canceled (in shares) | 346,000 | |||||
Dividend claw back upon cancellation | $ 378,000 | |||||
Performance Shares | Minimum | ||||||
Class of Stock [Line Items] | ||||||
Performance adjustment | 0.00% | 0.00% | ||||
Performance Shares | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Performance adjustment | 200.00% | 200.00% |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Mar. 20, 2020USD ($) | Sep. 25, 2019USD ($) | Jun. 26, 2018USD ($) | Mar. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)hotel | Nov. 05, 2019USD ($) | Dec. 31, 2019USD ($) | Mar. 13, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 75.00% | ||||||||||
Preferred equity offerings | $ 400,000,000 | ||||||||||
Subsidiaries | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of hotel properties managed by affiliates | hotel | 79 | 79 | |||||||||
Number of hotel properties | hotel | 116 | 116 | |||||||||
Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Contribution amount committed | $ 15,000,000 | ||||||||||
Contribution amount funded | $ 2,500,000 | ||||||||||
Corporate, general and administrative | $ 698,000 | $ 896,000 | $ 0 | ||||||||
Ashford Inc. | Affiliated entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
ERFP, percent of commitment for each hotel | 10.00% | ||||||||||
ERFP, term after acquisition | 3 years | ||||||||||
ERFP, initial term | 2 years | ||||||||||
ERFP, renewal term | 1 year | ||||||||||
ERFP, notice term | 60 days | ||||||||||
Ashford Inc. | Affiliated entity | Embassy Suites New York Manhattan Times Square | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Entitled to receive for furniture, fixtures, and equipment | 19,500,000 | $ 19,500,000 | |||||||||
Consideration for FF&E | $ 8,100,000 | ||||||||||
Remaining ERFP amount | $ 11,400,000 | ||||||||||
Ashford Inc. | Other Assets | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Contribution amount funded | $ 898,000 | $ 1,600,000 | |||||||||
Ashford Inc. | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Quarterly base fee | 0.70% | 0.70% | |||||||||
Total market capitalization | $ 10,000,000,000 | $ 10,000,000,000 | |||||||||
Ashford Inc. | Maximum | Affiliated entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
ERFP investment amount (up to) | $ 50,000,000 | ||||||||||
ERFP commitment amount subject to increase | $ 100,000,000 | ||||||||||
Ashford Inc. | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Quarterly base fee | 0.50% | 0.50% | |||||||||
Total market capitalization | $ 6,000,000,000 | $ 6,000,000,000 | |||||||||
Lismore capital | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advisory services aggregate fee, percent | 0.50% | ||||||||||
Advisory services fee, percentage | 0.125% | ||||||||||
Advisory services, fee installment, percentage | 0.125% | ||||||||||
Advisory services, financing amount | $ 4,114,740,601 | ||||||||||
Advisory services, multiple percentage | 0.25% | ||||||||||
Advisory Services, initial deposit | 5,000,000 | ||||||||||
Braemar Hotels & Resorts Inc | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 25.00% | ||||||||||
Management fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payment of monthly property management fees (greater than $10,000) | $ 14,000 | $ 14,000 | |||||||||
Percentage of base management fee | 3.00% | 3.00% | |||||||||
Portion of project management fees to project costs | 4.00% |
Related Party Transactions (Adv
Related Party Transactions (Advisory Service Fee and Reimbursed Operating Expeses) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Advisory services fee | $ 15,299 | $ 16,304 | |
Ashford Inc. | |||
Related Party Transaction [Line Items] | |||
Corporate, general and administrative | 698 | $ 896 | 0 |
Ashford Inc. | Affiliated entity | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 15,299 | 16,304 | |
Ashford Inc. | Affiliated entity | Base advisory fee | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 8,917 | 8,989 | |
Ashford Inc. | Affiliated entity | Reimbursable expenses | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 1,831 | 2,390 | |
Ashford Inc. | Affiliated entity | Equity-based compensation | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 4,551 | 4,289 | |
Ashford Inc. | Affiliated entity | Incentive fee | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | $ 0 | $ 636 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Jul. 26, 2018 | Jun. 29, 2017 | Jun. 07, 2017 | May 23, 2017 | Jun. 30, 2014 | Nov. 01, 2011 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 05, 2019 | Dec. 31, 2016 | Dec. 31, 2006 |
Commitments and Contingencies [Line Items] | |||||||||||
Other hotel expenses | $ 201,710,000 | $ 228,486,000 | |||||||||
Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Damages awarded | $ 10,800,000 | $ 8,800,000 | |||||||||
Payments for legal settlements | $ 544,000 | $ 3,900,000 | |||||||||
Loss contingency accrual | 504,000 | ||||||||||
Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Loss contingency accrual | 0 | ||||||||||
Potential Pension Liabilities | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Unfunded pension liabilities at acquisition | $ 0 | ||||||||||
Unfunded pension liabilities amount received by the Hotel Manager on the loss of suit | $ 1,700,000 | ||||||||||
Monthly pension payments | 100,000 | ||||||||||
Accrued unfunded pension liabilities | 1,600,000 | ||||||||||
Net amount of pension payments on settlement agreement paid by hotel manager | $ 84,000 | ||||||||||
Term of pension liability | 20 years | ||||||||||
Surety Bond | Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Payments for legal settlements | $ 2,500,000 | ||||||||||
Surety Bond | Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. | RLI Insurance Company | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Payments for legal settlements | $ 10,000,000 | ||||||||||
Franchise fees | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Other hotel expenses | $ 14,059,000 | $ 17,748,000 | |||||||||
Franchise Fees | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Franchisor royalty fees percent of gross room revenue, minimum | 3.00% | ||||||||||
Franchisor royalty fees percent of gross room revenue, maximum | 6.00% | ||||||||||
Food and beverage fees minimum | 1.00% | ||||||||||
Food and beverage fees maximum | 3.00% | ||||||||||
Marketing reservation and other fees, minimum | 1.00% | ||||||||||
Marketing reservation and other fees, maximum | 4.00% | ||||||||||
Management fees | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Payment of monthly property management fees, minimum | $ 14,000 | $ 14,000 | |||||||||
Property management fee as percentage of gross revenue used if greater than $10,000 (CPI adjusted since 2003) | 3.00% | 3.00% | |||||||||
Property management fee as percentage of gross revenue, minimum | 1.00% | ||||||||||
Property management fee as percentage of gross revenue, maximum | 7.00% | ||||||||||
Minimum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Restricted cash reserves as percentage of property revenue | 4.00% | ||||||||||
Minimum | Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Damages sought | $ 5,800,000 | ||||||||||
Maximum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Restricted cash reserves as percentage of property revenue | 6.00% | ||||||||||
Maximum | Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Damages sought | $ 11,900,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | May 26, 2020hotel |
Subsequent Event [Line Items] | |
Number of hotel properties suspended | 21 |
Number of hotel properties | 116 |
Uncategorized Items - aht2020q1
Label | Element | Value |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | us-gaap_NewAccountingPronouncementOrChangeInAccountingPrincipleEffectOfAdoptionQuantification | $ 1,755,000 |
Retained Earnings [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | us-gaap_NewAccountingPronouncementOrChangeInAccountingPrincipleEffectOfAdoptionQuantification | $ 1,755,000 |