Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 10, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | BRAEMAR HOTELS & RESORTS INC. | ||
Entity Central Index Key | 0001574085 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 308,182 | ||
Entity Common Stock, Shares Outstanding | 32,878,542 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Investments in hotel properties, gross | $ 1,791,174 | $ 1,562,806 |
Accumulated depreciation | (309,752) | (262,905) |
Investments in hotel properties, net | 1,481,422 | 1,299,901 |
Cash and cash equivalents | 71,995 | 182,578 |
Restricted cash | 58,388 | 75,910 |
Accounts receivable, net of allowance of $153 and $101, respectively | 19,053 | 12,739 |
Inventories | 2,794 | 1,862 |
Prepaid expenses | 4,992 | 4,409 |
Derivative assets | 582 | 772 |
Other assets | 13,018 | 13,831 |
Operating lease right-of-use assets | 82,596 | |
Intangible assets, net | 5,019 | 27,678 |
Due from related parties, net | 551 | 0 |
Due from third-party hotel managers | 16,638 | 4,927 |
Total assets | 1,758,947 | 1,636,487 |
Liabilities: | ||
Indebtedness, net | 1,058,486 | 985,873 |
Accounts payable and accrued expenses | 94,919 | 64,116 |
Dividends and distributions payable | 9,143 | 8,514 |
Due to Ashford Inc. | 4,344 | 4,001 |
Due to related parties, net | 0 | 224 |
Due to third-party hotel managers | 1,685 | 1,633 |
Operating lease liabilities | 61,118 | |
Other liabilities | 17,508 | 29,033 |
Total liabilities | 1,247,203 | 1,093,394 |
Commitments and contingencies (note 18) | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 5,008,421 and 4,965,850 shares issued and outstanding at December 31, 2019 and 2018, respectively | 106,920 | 106,123 |
Preferred stock, $0.01 value, 50,000,000 shares authorized: | ||
Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at December 31, 2019 and 2018 | 16 | 16 |
Common stock, $0.01 par value, 200,000,000 shares authorized, 32,885,217 and 32,511,660 shares issued and outstanding at December 31, 2019 and 2018, respectively | 329 | 325 |
Additional paid-in capital | 519,551 | 512,545 |
Accumulated deficit | (150,629) | (115,410) |
Total stockholders’ equity of the Company | 369,267 | 397,476 |
Noncontrolling interest in consolidated entities | (6,013) | (5,391) |
Total equity | 363,254 | 392,085 |
Total liabilities and equity | 1,758,947 | 1,636,487 |
OpenKey | ||
ASSETS | ||
Investment in Ashford Inc., at fair value | 1,899 | 1,766 |
Ashford Inc. | ||
ASSETS | ||
Investment in Ashford Inc., at fair value | 10,114 | |
Total assets | 379,005 | |
Liabilities: | ||
Total liabilities | 108,726 | |
Redeemable noncontrolling interests in operating partnership | 3,531 | |
Preferred stock, $0.01 value, 50,000,000 shares authorized: | ||
Total stockholders’ equity of the Company | 65,443 | |
Noncontrolling interest in consolidated entities | 458 | |
Total equity | 65,901 | |
Total liabilities and equity | 379,005 | |
Fair Value, Recurring | ||
ASSETS | ||
Derivative assets | 582 | 772 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | ||
ASSETS | ||
Derivative assets | 0 | $ 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Ashford Inc. | ||
ASSETS | ||
Investment in Ashford Inc., at fair value | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts receivable, net of allowance of $153 and $101, respectively | $ 153 | $ 101 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 32,885,217 | 32,511,660 |
Common stock, shares outstanding (in shares) | 32,885,217 | 32,511,660 |
Convertible preferred stock, shares outstanding (in shares) | 4,538,000 | 4,833,000 |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares issued (in shares) | 5,008,421 | 4,965,850 |
Convertible preferred stock, shares outstanding (in shares) | 5,008,421 | 4,965,850 |
Preferred stock dividend rate | 5.50% | 5.50% |
Series D Preferred Stock | ||
Preferred stock dividend rate | 8.25% | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock issued (in shares) | 1,600,000 | 1,600,000 |
Preferred stock outstanding (in shares) | 1,600,000 | 1,600,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUE | |||
Total revenue | $ 487,614 | $ 431,398 | $ 414,063 |
Hotel operating expenses: | |||
Total hotel operating expenses | 323,612 | 272,632 | 271,596 |
Property taxes, insurance and other | 27,985 | 26,027 | 21,337 |
Depreciation and amortization | 70,112 | 57,383 | 52,262 |
Impairment charges | 0 | 71 | 1,068 |
Advisory services fee | 20,527 | 20,012 | 9,134 |
Contract modification cost | 0 | 0 | 5,000 |
Transaction costs | 704 | 949 | 6,678 |
Corporate general and administrative | 5,435 | 4,237 | 8,146 |
Total expenses | 448,375 | 381,311 | 375,221 |
Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties | 25,165 | 15,738 | |
OPERATING INCOME (LOSS) | 64,404 | 65,825 | 62,639 |
Equity in earnings (loss) of unconsolidated entity | (199) | (234) | 0 |
Interest income | 1,087 | 1,602 | 690 |
Other income (expense) | (13,947) | (253) | (377) |
Interest expense and amortization of loan costs | (54,507) | (49,653) | (38,937) |
Write-off of loan costs and exit fees | (647) | (4,178) | (3,874) |
Unrealized gain (loss) on investment in Ashford Inc. | 7,872 | (8,010) | 9,717 |
Unrealized gain (loss) on derivatives | (1,103) | (82) | (2,056) |
INCOME (LOSS) BEFORE INCOME TAXES | 2,960 | 5,017 | 27,802 |
Income tax (expense) benefit | (1,764) | (2,432) | 522 |
NET INCOME (LOSS) | 1,196 | 2,585 | 28,324 |
(Income) loss attributable to noncontrolling interest in consolidated entities | (2,032) | (2,016) | (3,264) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,207 | 751 | (2,038) |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 371 | 1,320 | 23,022 |
Preferred dividends | (10,142) | (7,205) | (6,795) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (9,771) | $ (5,885) | $ 16,227 |
INCOME (LOSS) PER SHARE - BASIC: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.32) | $ (0.19) | $ 0.52 |
Weighted average common shares outstanding – basic (in shares) | 32,289 | 31,944 | 30,473 |
INCOME (LOSS) PER SHARE - DILUTED: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.32) | $ (0.19) | $ 0.51 |
Weighted average common shares outstanding – diluted (in shares) | 32,289 | 31,944 | 34,706 |
Rooms | |||
REVENUE | |||
Total revenue | $ 303,848 | $ 282,775 | $ 286,006 |
Hotel operating expenses: | |||
Total hotel operating expenses | 70,297 | 62,498 | 65,731 |
Food and beverage | |||
REVENUE | |||
Total revenue | 115,085 | 94,671 | 96,415 |
Hotel operating expenses: | |||
Total hotel operating expenses | 85,679 | 66,386 | 68,469 |
Other | |||
REVENUE | |||
Total revenue | 68,674 | 53,952 | 31,484 |
Hotel operating expenses: | |||
Total hotel operating expenses | 151,063 | 128,100 | 122,322 |
Total hotel revenue | |||
REVENUE | |||
Total revenue | 487,607 | 431,398 | 413,905 |
Other | |||
REVENUE | |||
Total revenue | 7 | 0 | 158 |
Management fees | |||
Hotel operating expenses: | |||
Total hotel operating expenses | $ 16,573 | 15,648 | 15,074 |
Renaissance Tampa | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Hotel operating expenses: | |||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties | $ 15,738 | $ 23,797 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 1,196 | $ 2,585 | $ 28,324 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Total other comprehensive income (loss) | 0 | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | 1,196 | 2,585 | 28,324 |
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | (2,032) | (2,016) | (3,264) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,207 | 751 | (2,038) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 371 | $ 1,320 | $ 23,022 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Ashford Inc. | 5.50% Series B Cumulative Convertible Preferred Stock | Common Stock | 8.25% Series D Cumulative Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitAshford Inc. | Accumulated Deficit5.50% Series B Cumulative Convertible Preferred Stock | Accumulated Deficit8.25% Series D Cumulative Preferred Stock | Noncontrolling Interests in Consolidated Entities | Redeemable Noncontrolling Interest in Operating Partnership | Redeemable Noncontrolling Interest in Operating PartnershipAshford Inc. | Preferred Stock | Preferred Stock5.50% Series B Cumulative Convertible Preferred Stock | Preferred Stock8.25% Series D Cumulative Preferred Stock |
Beginning balance (in shares) at Dec. 31, 2016 | 26,022 | 2,891 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2016 | $ 303,433 | $ 260 | $ 401,790 | $ (93,254) | $ (5,363) | $ 59,544 | $ 0 | ||||||||||
Beginning balance, temporary equity at Dec. 31, 2016 | $ 65,960 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Purchase of common stock (in shares) | (37) | ||||||||||||||||
Purchase of common stock | (395) | (395) | |||||||||||||||
Equity-based compensation | (166) | (166) | (1,161) | ||||||||||||||
Issuance of stock (in shares) | 5,750 | 2,075 | |||||||||||||||
Issuance of stock | 66,442 | $ 57 | 66,385 | $ 0 | $ 40,163 | ||||||||||||
Issuance of restricted shares/units (in shares) | 197 | ||||||||||||||||
Issuance of restricted shares/units | 0 | $ 2 | (2) | 21 | |||||||||||||
Forfeiture of restricted common shares (in shares) | (6) | ||||||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||||||
Dividends declared – common stock | (20,623) | $ (20,623) | (20,623) | ||||||||||||||
Dividends declared – preferred stock | 0 | (6,795) | (6,795) | ||||||||||||||
Distributions to noncontrolling interests | (2,654) | (2,654) | (2,791) | ||||||||||||||
Redemption/conversion of operating partnership units (in shares) | 194 | ||||||||||||||||
Redemption/conversion of operating partnership units | 2,181 | $ 2 | 2,179 | (2,181) | |||||||||||||
Net income (loss) attributable to the Company | 23,022 | $ (18,352) | 23,022 | ||||||||||||||
Income from consolidated entities attributable to noncontrolling interests | 3,264 | ||||||||||||||||
Net income (loss) | 26,286 | ||||||||||||||||
Net income (loss) | 2,038 | ||||||||||||||||
Redemption value adjustment | 8,843 | 8,843 | (8,843) | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2017 | 32,120 | 4,966 | 0 | ||||||||||||||
Ending balance at Dec. 31, 2017 | 376,552 | $ 321 | 469,791 | (88,807) | (4,753) | 46,627 | $ 0 | ||||||||||
Ending balance, temporary equity at Dec. 31, 2017 | $ 106,123 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Purchase of common stock (in shares) | (31) | ||||||||||||||||
Purchase of common stock | (323) | (323) | |||||||||||||||
Equity-based compensation | 5,182 | 5,182 | 1,822 | ||||||||||||||
Issuance of stock (in shares) | 1,600 | ||||||||||||||||
Issuance of stock | 37,857 | 37,841 | $ 16 | ||||||||||||||
Issuance of restricted shares/units (in shares) | 429 | ||||||||||||||||
Issuance of restricted shares/units | 58 | $ 4 | 54 | 18 | |||||||||||||
Forfeiture of restricted common shares (in shares) | (6) | ||||||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||||||
Dividends declared – common stock | (20,695) | (20,695) | (20,695) | ||||||||||||||
Dividends declared – preferred stock | (376) | $ (6,829) | $ (376) | $ (6,829) | $ (376) | ||||||||||||
Distributions to noncontrolling interests | (2,654) | (2,654) | (2,854) | ||||||||||||||
Net income (loss) attributable to the Company | 1,320 | 10,182 | |||||||||||||||
Income from consolidated entities attributable to noncontrolling interests | 2,016 | ||||||||||||||||
Net income (loss) | 3,336 | ||||||||||||||||
Net income (loss) | (751) | ||||||||||||||||
Redemption value adjustment | (23) | (23) | 23 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 32,512 | 4,966 | 1,600 | ||||||||||||||
Ending balance at Dec. 31, 2018 | 392,085 | 65,901 | $ 325 | 512,545 | (115,410) | (5,391) | 44,885 | $ 16 | |||||||||
Ending balance, temporary equity at Dec. 31, 2018 | 106,123 | $ 106,123 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Impact of adoption of new accounting standard | (103) | (103) | |||||||||||||||
Purchase of common stock (in shares) | (45) | ||||||||||||||||
Purchase of common stock | (520) | (520) | |||||||||||||||
Equity-based compensation | 5,342 | 5,342 | 2,601 | ||||||||||||||
Issuance of stock | 0 | $ 797 | |||||||||||||||
Issuance of common stock (in shares) | 42 | ||||||||||||||||
Preferred shares issuance costs | (13) | $ (13) | |||||||||||||||
Issuance of restricted shares/units (in shares) | 260 | ||||||||||||||||
Issuance of restricted shares/units | 0 | $ 2 | (2) | 8 | |||||||||||||
Forfeiture of restricted common shares (in shares) | (7) | ||||||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||||||
Dividends declared – common stock | (21,302) | $ (21,302) | (21,302) | ||||||||||||||
Dividends declared – preferred stock | (3,300) | $ (6,842) | $ (3,300) | $ (6,842) | $ (3,300) | ||||||||||||
Distributions to noncontrolling interests | (2,654) | (3,509) | $ (3,509) | (2,654) | (2,594) | $ (456) | |||||||||||
Redemption/conversion of operating partnership units (in shares) | 165 | ||||||||||||||||
Redemption/conversion of operating partnership units | 2,201 | $ 2 | 2,199 | (2,201) | |||||||||||||
Net income (loss) attributable to the Company | 371 | $ (13,855) | 371 | ||||||||||||||
Income from consolidated entities attributable to noncontrolling interests | 2,032 | ||||||||||||||||
Net income (loss) | 2,403 | ||||||||||||||||
Net income (loss) | (1,207) | ||||||||||||||||
Redemption value adjustment | (534) | (534) | 534 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 32,885 | 5,008 | 1,600 | ||||||||||||||
Ending balance at Dec. 31, 2019 | 363,254 | $ 329 | $ 519,551 | $ (150,629) | $ (6,013) | $ 41,570 | $ 16 | ||||||||||
Ending balance, temporary equity at Dec. 31, 2019 | $ 106,920 | $ 106,920 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared - common stock (in dollars per share) | $ 0.64 | $ 0.64 | $ 0.64 |
Dividends declared - preferred stock (in dollars per share) | $ 1.3750 | $ 1.3750 | $ 1.3750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 1,196 | $ 2,585 | $ 28,324 |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
Depreciation and amortization | 70,112 | 57,383 | 52,262 |
Equity-based compensation | 7,943 | 7,004 | (1,327) |
Bad debt expense | 444 | 501 | 256 |
Amortization of loan costs | 4,343 | 4,260 | 4,903 |
Write-off of loan costs and exit fees | 647 | 4,178 | 3,874 |
Amortization of intangibles | 651 | 194 | 180 |
Amortization of non-refundable membership initiation fees | (181) | (36) | 0 |
Interest expense accretion on refundable membership club deposits | 864 | 676 | 0 |
Write-off of income guarantee | 0 | 2,000 | 0 |
(Gain) loss on insurance settlement, disposition of assets and sale of hotel properties | (25,165) | (15,738) | (23,797) |
Impairment charges | 0 | 71 | 1,068 |
Realized and unrealized (gain) loss on derivatives | 1,381 | 82 | 2,327 |
Realized and unrealized (gain) loss on investment in Ashford Inc. | 5,552 | 8,010 | (9,717) |
Net settlement of trading derivatives | (1,076) | 102 | (1,397) |
Equity in (earnings) loss of unconsolidated entity | 199 | 234 | 0 |
Deferred income tax expense (benefit) | 764 | (807) | 615 |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions: | |||
Accounts receivable and inventories | (5,788) | 5,249 | 6,901 |
Insurance receivable | 0 | 8,825 | 3,580 |
Prepaid expenses and other assets | (2,228) | 2,447 | (846) |
Accounts payable and accrued expenses | 13,394 | (8,172) | 782 |
Operating lease right-of-use assets | 518 | ||
Due to/from related parties, net | (775) | 560 | 41 |
Due to/from affiliate | 0 | 0 | (2,500) |
Due to/from third-party hotel managers | (5,484) | 1,634 | 7,777 |
Operating lease liabilities | (194) | ||
Other liabilities | (300) | (12,342) | 196 |
Net cash provided by (used in) operating activities | 66,262 | 70,733 | 70,608 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from property insurance | 11,020 | 32,364 | 11,918 |
Net proceeds from disposition of assets and sale of hotel properties | 10,300 | 65,336 | 103,094 |
Proceeds from sale of investment in Ashford Inc. | 597 | 0 | 0 |
Proceeds from liquidation of AQUA U.S. Fund | 0 | 0 | 2,289 |
Acquisition of hotel properties, net of cash and restricted cash acquired | (111,751) | (184,960) | (248,199) |
Investment in unconsolidated entity | (332) | (2,000) | 0 |
Improvements and additions to hotel properties | (136,259) | (77,564) | (43,044) |
Net cash provided by (used in) investing activities | (226,425) | (166,824) | (173,942) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on indebtedness | 329,500 | 575,000 | 523,500 |
Repayments of indebtedness | (257,086) | (400,551) | (464,228) |
Payments of loan costs and exit fees | (4,447) | (9,517) | (11,342) |
Payments for derivatives | (115) | (362) | (375) |
Purchase of common stock | (384) | (323) | (395) |
Payments for dividends and distributions | (33,409) | (30,328) | (27,101) |
Proceeds from issuance of preferred stock | 645 | 37,954 | 40,163 |
Proceeds from issuance of common stock | 0 | 0 | 66,442 |
Distributions to noncontrolling interest in consolidated entities | (2,654) | (2,654) | (2,654) |
Other | 8 | 18 | 21 |
Net cash provided by (used in) financing activities | 32,058 | 169,237 | 124,031 |
Net change in cash, cash equivalents and restricted cash | (128,105) | 73,146 | 20,697 |
Cash, cash equivalents and restricted cash at beginning of year | 258,488 | 185,342 | 164,645 |
Cash, cash equivalents and restricted cash at end of year | 130,383 | 258,488 | 185,342 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Interest paid | 49,645 | 43,886 | 34,267 |
Income taxes paid (refund) | (11) | 2,299 | 803 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Dividends and distributions declared but not paid | 9,143 | 8,514 | 8,146 |
Common stock purchases accrued but not paid | 136 | 0 | 0 |
Capital expenditures accrued but not paid | 18,572 | 10,637 | 4,430 |
Unsettled preferred stock offering proceeds | 75 | 0 | 0 |
Non-cash dividends paid | 0 | 58 | 0 |
Accrued preferred stock offering expenses | 33 | 97 | 0 |
Non-cash settlement of note receivable | 0 | 8,098 | 0 |
Non-cash settlement of TIF loan | 0 | 8,098 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||
Cash and cash equivalents at beginning of period | 182,578 | 137,522 | 126,790 |
Restricted cash at beginning of period | 75,910 | 47,820 | 37,855 |
Cash and cash equivalents at end of period | 58,388 | 75,910 | 47,820 |
Restricted cash at end of period | 71,995 | 182,578 | 137,522 |
Cash, cash equivalents and restricted cash at end of period | 130,383 | 258,488 | 185,342 |
Ashford Trust OP | |||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions: | |||
Due to/from affiliate | 0 | 0 | 488 |
Ashford Inc. | |||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions: | |||
Due to/from affiliate | (555) | 1,833 | (3,382) |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Distribution of Ashford Inc. common stock | $ 3,965 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Braemar Hotels & Resorts Inc., together with its subsidiaries (“Braemar”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”) luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by Smith Travel Research. Braemar has elected to be taxed as a real estate investment trust (“REIT”) under the Code. Braemar conducts its business and owns substantially all of its assets through its operating partnership, Braemar Hospitality Limited Partnership (“Braemar OP”). In this report, the terms the “Company,” “we,” “us” or “our” refers to Braemar Hotels & Resorts Inc. and, as the context may require, all entities included in its consolidated financial statements. We are advised by Ashford LLC through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. 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. On November 6, 2019, Ashford Inc. completed its acquisition of Remington Lodging’s hotel management business from Mr. Monty J. Bennett, chairman of our board of directors, and Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust. Remington Hotels, a subsidiary of Ashford Inc. after November 6, 2019, manages three of our thirteen hotel properties. 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, watersport activities, travel/transportation services and mobile key technology. The accompanying consolidated financial statements include the accounts of wholly-owned and majority owned subsidiaries of Braemar OP that as of December 31, 2019 , own thirteen hotel properties in six states, the District of Columbia and the U.S. Virgin Islands (“USVI”). The portfolio includes eleven wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Braemar OP has a controlling interest. These hotel properties represent 3,722 total rooms, or 3,487 net rooms, excluding those attributable to our partner. As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels. As of December 31, 2019 , twelve of our thirteen hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as TRSs for U.S. federal income tax purposes (collectively the TRS entities are referred to as “Braemar TRS”). One hotel property located in the USVI is owned by our USVI TRS. Braemar TRS then engages third-party or affiliated hotel management companies to operate the hotel properties under management contracts. Hotel operating results related to the hotel properties are included in the consolidated statements of operations. As of December 31, 2019 , ten of the thirteen hotel properties were leased by Braemar’s wholly-owned TRS and the two hotel properties majority-owned through a consolidated partnership were leased to a TRS wholly-owned by such consolidated partnership. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from Braemar TRS is eliminated in consolidation. The hotel properties are operated under management contracts with Marriott International, Inc. (“Marriott”), Hilton Worldwide (“Hilton”), Accor, Hyatt Hotels Corporation (“Hyatt”), Ritz-Carlton, Inc., a subsidiary of Marriott (“Ritz-Carlton”) and Remington Hotels, which are eligible independent contractors under the Code. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. Braemar 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 Braemar 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, Braemar OP General Partner LLC (formerly Ashford Prime OP General Partner LLC), its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical consolidated financial statements: • on March 31, 2017, we acquired the Park Hyatt Beaver Creek and on May 11, 2017, we acquired the Hotel Yountville. The operating results of these hotel properties have been included in our results of operations as of their acquisition dates; • on November 1, 2017, we sold the Plano Marriott Legacy Town Center; • on April 4, 2018, we acquired the Ritz-Carlton, Sarasota. The operating results of the hotel property have been included in the results of operations as of its acquisition date; • on June 1, 2018, we sold the Tampa Renaissance; and • on January 15, 2019, we acquired the Ritz-Carlton, Lake Tahoe. The operating results of the hotel property have been included in the results of operations as of its acquisition date. 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. Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. Restricted Cash —Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment (“FF&E”) replacements of approximately 4% to 5% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts. Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Investments in Hotel Properties, net — Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. Impairment of Investments in Hotel Properties — Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 4. Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Investment in Unconsolidated Entity —As of December 31, 2019 , we held a 8.6% ownership interest in OpenKey, which is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review our investment in unconsolidated entity 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 our investment. Any impairment is recorded in equity of earnings (loss) in unconsolidated entity. No such impairment was recorded for the years ended December 31, 2019 , 2018 and 2017 . Our investment in unconsolidated entity is considered to be a variable interest in the underlying entity. VIEs, as defined by authoritative accounting guidance, 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. Because we do not have the power and financial responsibility to direct the unconsolidated entity’s activities and operations, we are not considered to be the primary beneficiary of this entity on an ongoing basis and therefore such entity should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. Leases —We determine if an arrangement is a lease at the commencement date. Operating leases, as lessee, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. We currently do not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms used to calculate our right-of-use asset may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Subsequent to the initial recognition, lease liabilities are measured using the effective interest method. The ROU asset is generally reduced utilizing a straight-line method adjusted for the lease liability accretion during the period. We have lease agreements with lease and non-lease components, which under the elected practical expedients under ASC 842, we are not accounting for separately. For certain equipment leases, such as office equipment, copiers and vehicles, we account for the lease and non-lease components as a single lease component. As of January 1, 2019, we recorded operating lease liabilities as well as a corresponding operating lease ROU asset which includes deferred rent and the reclassified intangible assets and intangible liabilities associated with above/below market-rate leases where we are the lessee. Intangible Assets, net —Intangible assets, net represents the customer relationships associated with the Ritz-Carlton, Sarasota acquisition, which are amortized using the straight-line method over its expected useful life. See note 20 . Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors and flooridors. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master-netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. 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. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. None of our derivative instruments are designated as cash flow hedges. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets” in our consolidated balance sheets. For interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense),” respectively, in our consolidated statements of operations. Due to/from Related Parties, net —Due to/from related parties, net, represent current receivables and payables resulting from transactions related to hotel management with a related party. Due to/from related parties is generally settled within a period not exceeding one year . Due to/from Ashford Inc. —Due to/from Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses as well as other hotel products and services. These payables are generally settled within a period not exceeding one year . See note 17 . Due to/from Third-Party Hotel Managers —Due to/from third-party hotel managers primarily consists of amounts due from Marriott related to our cash reserves held at the Marriott corporate level related to our operations, real estate taxes, and other items, as well as current receivables and payables resulting from transactions with other third-party managers related to hotel management. These receivables and payables are generally settled within a period not exceeding one year . Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent 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 unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of our consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder for cash or registered shares in certain cases outside of the Company’s control. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in consolidated entities represents an ownership interest of 25% in two hotel properties at December 31, 2019 and 2018 , and is reported in equity in our consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. Revenue Recognition — On January 1, 2018, we adopted Topic 606 using the modified retrospective method. As the adoption of this standard did not have a material impact on our consolidated financial statements, no adjustments to opening retained earnings were made as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605 - Revenue Recognition . Rooms revenue represents revenues from the occupancy of our hotel rooms, which is driven by the occupancy and average daily rate. Rooms revenue includes revenue for guest no-shows, day use, and early/late departure fees. The contracts for room stays with customers are generally short in duration and revenues are recognized as services are provided over the course of the hotel stay. Food & Beverage (“F&B”) revenue consists of revenue from the restaurants and lounges at our hotel properties, in-room dining and mini-bars revenue, and banquet/catering revenue from group and social functions. Other F&B revenue may include revenue from audiovisual equipment/services, rental of function rooms, and other F&B related revenues. Revenue is recognized as the services or products are provided. Our hotel properties may employ third parties to provide certain services at the property, for example, audio visual services. We evaluate each of these contracts to determine if the hotel is the principal or the agent in the transaction, and record the revenues as appropriate (i.e. gross vs. net). Other revenue consists of ancillary revenue at the property, including attrition and cancellation fees, condo management fees, resort and destination fees, health center fees, spas, golf, telecommunications, parking, entertainment and other guest services, as well as rental revenue primarily from leased retail outlets at our hotel properties, and membership initiation fees and dues, primarily from club memberships. Cancellation fees are recognized from non-cancellable deposits when the customer provides notification of cancellation in accordance with established management policy time frames. Non-refundable membership initiation fees are recognized over the expected life of an active membership. Taxes specifically collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income is recognized when earned. Prior to the adoption of Topic 606 on January 1, 2018, hotel revenues, including rooms, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, were recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities were not recorded in revenue. Other Hotel Expenses —Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, hotel-level general and administrative, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. Advertising Costs —Advertising costs are charged to expense as incurred. For the years ended December 31, 2019 , 2018 and 2017 , we incurred advertising costs of $4.5 million , $3.8 million and $3.4 million , respectively. Advertising costs are included in “other” hotel expenses in our consolidated statements of operations. Equity-Based Compensation —Prior to the adoption of Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) in the third quarter of 2018, stock/unit-based compensation for non-employees was accounted for at fair value based on the market price of the shares at period end that resulted in recording expense, included in “advisory services fee” and “management fees,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and Performance Long-Term Incentive Plan (“Performance LTIP”) units granted to certain executive officers were accounted for at fair value at period end based on a Monte Carlo simulation valuation model that resulted in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to certain independent directors are recorded at fair value based on the market price of the shares/units at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant and included in “corporate general and administrative” expense in the consolidated statements of operations. After the adoption of ASU 2018-07 in the third quarter of 2018, stock/unit-based compensation for non-employees is measured at the grant date and expensed ratably over the vesting period based on the original measurement as of the grant date. This results in the recording of expense, included in “advisory services fee,” “management fees” and “corporate general and administrative” expense, equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. PSUs and Performance LTIP units granted to certain executive officers vest based on time and market conditions and are measured at the grant date fair value based on a Monte Carlo simulation valuation model. The subsequent expense is then ratably recognized over the service period as the service is rendered regardless of when, if ever, the market conditions are satisfied. This results in recording expense, included in “advisory services fee,” equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. Stock/unit grants to certain independent directors are measured at the grant date based on the market price of the shares/units at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant. Depreciation and Amortization — Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for FF&E. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales. Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to TRSs. However, Braemar TRS and our USVI TRS are treated as TRSs for U.S. federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to our TRSs using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. See note 19 . The entities that own twelve of our thirteen hotel properties are considered partnerships for U.S. federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the thirteen hotel properties are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be TRSs of Braemar. The entities that operate the two hotel properties owned by a consolidated partnership elected to be treated as TRSs of Ashford Trust in April 2007, when the partnership was acquired by Ashford Trust. As a result of Ashford Trust’s distribution of its remaining common units of Braemar OP and shares of common stock of Braemar on July 27, 2015, the Braemar TRSs revoked their elections to be TRSs of Ashford Trust effective July 29, 2015. The Braemar TRSs remain TRSs of Braemar. The “Income Taxes” topic of the FASB’s ASC addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2015 through 2019 remain subject to potential examination by certain federal and state taxing authorities. Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share 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. Recently Adopted Accounting Standards — In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a ROU model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Under the new standard, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-10 affect only narrow aspects of the guidance issued in the amendments in ASU 2016-02, including but not limited to lease residual value guarantee, rate implicit in the lease, lease term and purchase option. The amendments in ASU 2018-11 provide an optional transition method for adoption of the new standard, which allows entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) , Narrow-Scope Improvements for Lessors (“ASU 2018-20”). The amendments create a lessor practical expedient applicable to sales and other similar taxes incurred in connection with a lease, and simplify lessor accounting for lessor costs paid by the lessee. We adopted the standard effective January 1, 2019 on a modified retrospective basis and implemented internal controls to enable the preparation of financial information on adoption. We elected the practical expedients which provide us the option to apply the new guidance at its effective date on January 1, 2019 without having to adjust the comparative prior period financial statements. The package of practical expedients also allowed us to carry forward the historical lease classification. Additionally, in conjunction with the transition from ASC 840 to ASC 842, we elected the practical expedients allowing us not to separate lease and non-lease components and not record leases with an initial term of twelve months or less (“short-term leases”) on the balance sheet across all existing asset classes. The adoption of this standard has resulted in the recognition of ROU assets and lease liabilities primarily related to our ground lease arrangements for which we are the lessee. As of January 1, 2019, we recorded operating lease liabilities of $60.6 million as well as a corresponding operating lease ROU asset of $82.5 million , which includes, among other things, the reclassified intangible assets of $22.3 million . The standard did not have a material impact on our consolidated statements of operations and statements of cash flows. See related disclosures in note 6 . Recently Issued Accounting Standards — In June 2016, the FASB issued 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. Early adoption is permitted for periods beginning after December 15, 2018. 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 2018-19”). 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 are currently evaluating the impact that ASU 2016-13 will have on our consolidated financial statements and related disclosures . 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 will have on our consolidated financial statements and related disclosures. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following tables present our revenue disaggregated by geographical areas (in thousands): Year Ended December 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 115,826 $ 37,022 $ 15,930 $ — $ 168,778 Colorado 1 18,209 12,430 10,049 — 40,688 Florida 2 47,166 26,656 16,758 — 90,580 Illinois 1 25,366 7,839 1,565 — 34,770 Pennsylvania 1 26,016 4,738 1,133 — 31,887 Washington 1 29,235 6,633 1,629 — 37,497 Washington, D.C. 1 38,735 16,710 1,840 — 57,285 USVI 1 3,295 3,057 19,770 — 26,122 Corporate entities — — — — 7 7 Total 13 $ 303,848 $ 115,085 $ 68,674 $ 7 $ 487,614 Year Ended December 31, 2018 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 4 $ 89,361 $ 23,874 $ 10,432 $ — $ 123,667 Colorado 1 18,349 12,022 9,921 — 40,292 Florida 2 35,395 19,156 11,290 — 65,841 Illinois 1 25,909 8,173 1,316 — 35,398 Pennsylvania 1 28,107 5,641 1,235 — 34,983 Washington 1 31,688 6,798 1,405 — 39,891 Washington, D.C. 1 39,191 14,752 1,138 — 55,081 USVI 1 6,604 1,379 13,651 — 21,634 Sold hotel properties 1 8,171 2,876 3,564 — 14,611 Total 13 $ 282,775 $ 94,671 $ 53,952 $ — $ 431,398 Year Ended December 31, 2017 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 4 $ 78,346 $ 21,717 $ 8,115 $ — $ 108,178 Colorado 1 8,753 6,904 6,312 — 21,969 Florida 1 17,202 3,454 2,576 — 23,232 Illinois 1 24,841 7,713 748 — 33,302 Pennsylvania 1 26,337 4,600 925 — 31,862 Washington 1 31,409 7,985 1,320 — 40,714 Washington, D.C. 1 42,325 15,685 1,306 — 59,316 USVI 1 23,171 11,845 8,941 — 43,957 Sold hotel properties 2 33,622 16,512 1,241 — 51,375 Corporate entities — — — — 158 158 Total 13 $ 286,006 $ 96,415 $ 31,484 $ 158 $ 414,063 For the years ended December 31, 2019 , 2018 and 2017, the Company recorded revenue from business interruption losses associated with lost profits from hurricanes of $19.3 million , $13.9 million and $4.1 million , respectively. Additionally, during the years ended December 31, 2019 and 2018, the Company recorded revenue of $0 and $1.9 million , respectively, net of deductibles of $500,000 , for business interruption losses associated with lost profits at the Bardessono Hotel and Hotel Yountville as a result of the Napa wildfires. For the year ended December 31, 2018, the Company recorded $3.4 million of business interruption income for the Tampa Renaissance related to a settlement for lost profits from the BP Deepwater Horizon oil spill in the Gulf of Mexico in 2010. No such revenue was recorded for the year ended December 31, 2019 . |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 12 Months Ended |
Dec. 31, 2019 | |
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): December 31, 2019 2018 Land $ 455,298 $ 428,567 Buildings and improvements 1,173,151 989,180 Furniture, fixtures and equipment 129,595 103,025 Construction in progress 33,130 42,034 Total cost 1,791,174 1,562,806 Accumulated depreciation (309,752 ) (262,905 ) Investments in hotel properties, net $ 1,481,422 $ 1,299,901 The cost of land and depreciable property, net of accumulated depreciation, for U.S. federal income tax purposes was approximately $1.3 billion and $1.3 billion as of December 31, 2019 and 2018 , respectively. For the years ended December 31, 2019 , 2018 and 2017 , depreciation expense was $69.5 million , $56.8 million and $52.1 million , respectively. Ritz-Carlton, Lake Tahoe On January 15, 2019, the Company acquired a 100% interest in the 170 -room Ritz-Carlton, Lake Tahoe located in Truckee, California for $120.0 million . The Company incurred $640,000 in acquisition costs. In connection with the acquisition the Company completed the financing of a $54.0 million mortgage loan secured by the Ritz-Carlton, Lake Tahoe. See note 8 . We accounted for this transaction as an asset acquisition because substantially all of the fair value of the gross assets acquired were concentrated in a group of similar identifiable assets. We allocated the cost of the acquisition including transaction costs to the individual assets acquired and liabilities assumed on a relative fair value basis, which is considered a Level 3 valuation technique, as noted in the following table (in thousands): Land (1) $ 26,731 Buildings and improvements 89,569 Furniture, fixtures and equipment 2,034 $ 118,334 Capital reserves 6,117 Key money (3,811 ) $ 120,640 Net other assets (liabilities) $ 510 ________ (1) Amount includes the value of a 3.4 -acre parking lot adjacent to the hotel which could be used for future development of luxury town homes. The results of operations of the hotel property have been included in our results of operations as of the acquisition date. The table below summarizes the total revenue and net income (loss) in our consolidated statements of operations for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 Total revenue $ 43,274 Net income (loss) $ 606 Impairment Charges and Insurance Recoveries In September 2017, the Ritz-Carlton, St. Thomas located in St. Thomas, USVI, the Pier House Resort located in Key West, FL and the Tampa Renaissance located in Tampa, FL (sold in 2018) were impacted by the effects of Hurricanes Irma and Maria. The Company holds insurance policies that provide coverage for property damage and business interruption after meeting certain deductibles at all of its hotel properties. During the year ended December 31, 2017, the Company recognized impairment charges, net of anticipated insurance recoveries of $1.1 million . Additionally, the Company recognized remediation and other costs, net of anticipated insurance recoveries of $3.8 million , included primarily in other hotel operating expenses. As of December 31, 2017, the Company recorded an insurance receivable of $8.8 million , net of deductibles of $4.9 million , related to the anticipated insurance recoveries. During the year ended December 31, 2017, the Company received proceeds of $11.1 million for business interruption losses associated with lost profits, of which $4.1 million was recorded as “other” hotel revenue in our consolidated statement of operations, $3.3 million represented reimbursement of incurred expenses in excess of the deductible of $1.1 million and $3.7 million was recorded as a reduction to insurance receivable. For the years ended December 31, 2019 and 2018, the Company recorded revenue from business interruption losses associated with lost profits from the hurricanes of $19.3 million and $13.9 million , respectively, which is included in “other” hotel revenue in our consolidated statements of operations. Additionally, for the year ended December 31, 2019 , the Company recorded a gain of $26.2 million upon settlement of a portion of the insurance claim. The Company received proceeds of $36.6 million and $48.1 million , from our insurance carriers for property damage and business interruption from the hurricanes during the years ended December 31, 2019 and 2018, respectively. Additionally, during the years ended December 31, 2019 and 2018, the Company recorded revenue of $0 and $1.9 million , respectively, net of deductibles of $500,000 , for business interruption losses associated with lost profits at the Bardessono Hotel and Hotel Yountville as a result of the Napa wildfires, which is included in “other” hotel revenue in our consolidated statements of operations. During the years ended December 31, 2019 and 2018, the Company recorded impairment charges of $0 and $71,000 , respectively, as a result of a change in estimate of property damage as a result of the hurricanes. During the year ended December 31, 2019 , the Company recorded a loss of $1.2 million related to the disposition of FF&E resulting from the renovation at The Notary Hotel. As of December 31, 2019 and 2018, the Company had a net liability of $2.2 million and $17.1 million , respectively, included in “other liabilities” on the consolidated balance sheet, as it has received insurance proceeds in excess of the sum of its impairment, remediation expenses and business interruption revenue recorded through December 31, 2019 . The Company will not record revenue for business interruption losses associated with lost profits or gains from property damage recoveries until the amount for such recoveries is known and the amount is realizable. |
Hotel Dispositions
Hotel Dispositions | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Dispositions | Hotel Dispositions On November 1, 2017, the Company sold the Plano Marriott Legacy Town Center for $104.0 million in cash. The sale resulted in a gain of $23.8 million for the year ended December 31, 2017 and is included in “gain (loss) on insurance settlement, disposition of assets and sale of hotel properties” in our consolidated statements of operations. On June 1, 2018, the Company sold the Tampa Renaissance hotel for $68.0 million in cash. The sale resulted in a gain of $15.7 million for the year ended December 31, 2018 and is included in “gain (loss) on insurance settlement, disposition of assets and sale of hotel properties” in our consolidated statements of operations. Since the sale of the hotel properties did not represent a strategic shift that has (or will have) a major effect on our operations or financial results, its results of operations were not reported as discontinued operations in our consolidated financial statements. We included the results of operations for these hotel properties through the dates of disposition in net income (loss) as shown in our consolidated statements of operations for the years ended December 31, 2018 and 2017 , respectively . The following table includes the consolidated financial information from these hotel properties (in thousands): Year Ended December 31, 2018 2017 Total hotel revenue $ 14,611 $ 51,375 Total hotel operating expenses (7,431 ) (32,716 ) Property taxes, insurance and other (529 ) (2,255 ) Depreciation and amortization (1,294 ) (7,552 ) Impairment charges (12 ) (10 ) Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties 15,738 23,797 Operating income (loss) 21,083 32,639 Interest expense and amortization of loan costs (791 ) (4,042 ) Write-off of loan costs and exit fees — (2,192 ) Income (loss) before income taxes 20,292 26,405 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (2,277 ) (3,018 ) Income (loss) before income taxes attributable to the Company $ 18,015 $ 23,387 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2019, we adopted ASC 842 on a modified retrospective basis. We elected the practical expedients which allowed us to apply the new guidance at its effective date on January 1, 2019 without adjusting the comparative prior period financial statements. The package of practical expedients also allowed us to carry forward the historical lease classification. Additionally, we elected the practical expedients allowing us not to separate lease and non-lease components and not record short-term leases on the balance sheet across all existing asset classes. The adoption of this standard has resulted in the recognition of operating lease ROU assets and lease liabilities primarily related to our ground lease arrangements for which we are the lessee. As of January 1, 2019, we recorded operating lease liabilities of $60.6 million as well as a corresponding operating lease ROU asset of $82.5 million , which includes, among other things, the reclassified intangible assets of $22.3 million . The standard did not have a material impact on our consolidated statements of operations and statements of cash flows. The majority of our leases are operating ground leases. We also have operating equipment leases, such as copier and vehicle leases, at our hotel properties. Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to 50 years. The exercise of lease renewal options is at our sole discretion. Some leases have variable payments, however, if variable payments are contingent, they are not included in the ROU assets and liabilities. We have no finance leases as of December 31, 2019 . The discount rate used to calculate the lease liability and ROU asset related to our ground leases is based on our incremental borrowing rate (“IBR”), as the rate implicit in each lease is not readily determinable. The IBR is determined at commencement of the lease, or upon modification of the lease, as the interest rate a lessee would have to pay to borrow on a fully collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. As of December 31, 2019 , our leased assets and liabilities consisted of the following (in thousands): December 31, 2019 Assets Operating lease right-of-use assets $ 82,596 Liabilities Operating lease liabilities $ 61,118 We incurred the following lease costs related to our operating leases (in thousands): Year ended Classification December 31, 2019 Operating lease cost (1) Hotel operating expenses - other $ 5,834 _______________________________________ (1) For the year ended December 31, 2019 , operating lease cost includes approximately $1.4 million of variable lease cost associated with the ground leases and $651,000 of amortization costs related to the intangible assets that were reclassified to “operating lease right-of-use assets” upon adoption of ASC 842. Short-term lease costs in aggregate are immaterial. Other information related to leases is as follows: Year ended December 31, 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 3,223 Weighted Average Remaining Lease Term Operating leases (1) 47 years Weighted Average Discount Rate Operating leases (1) 4.98 % _______________________________________ (1) Calculated using the lease term, excluding extension options, and discount rates of the ground leases. Future minimum lease payments due under non-cancellable leases as of December 31, 2019 were as follows (in thousands): Operating Leases 2020 $ 3,258 2021 3,269 2022 3,224 2023 3,227 2024 3,226 Thereafter 148,440 Total future minimum lease payments 164,644 Less: interest (103,526 ) Present value of operating lease liabilities $ 61,118 Future minimum lease payments due under non-cancellable leases under ASC 840 as of December 31, 2018 were as follows (in thousands): 2019 $ 3,161 2020 3,156 2021 3,152 2022 3,164 2023 3,177 Thereafter 151,244 Total $ 167,054 Enhanced Return Funding Program We lease certain assets from Ashford Inc. under the Enhanced Return Funding Program. See note 17 . |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity Ashford Inc. As of December 31, 2018 , we held approximately 195,000 shares of Ashford Inc. common stock. The closing price per share of Ashford Inc. common stock on the NYSE American LLC was $51.90 as of December 31, 2018 . This represented an approximate 8.1% ownership interest in the outstanding common stock of Ashford Inc. We elected to use the fair value option, under the applicable accounting guidance, to account for our investment in Ashford Inc. as the fair value is readily available since Ashford Inc. common stock is traded on a national exchange. The fair value of our investment in Ashford Inc. was included in “investment in Ashford Inc., at fair value” on our consolidated balance sheet as of December 31, 2018. Changes in market value are included in “unrealized gain (loss) on investment in Ashford Inc.” on our consolidated statements of operations. On October 2, 2019, we entered into a stock purchase agreement with Ashford LLC under which Ashford LLC purchased all of the common stock of Ashford Inc. held by one of our TRS subsidiaries, totaling 19,897 shares, for $30 per share, resulting in total proceeds of approximately $597,000 to the Company. For the year ended December 31, 2019 a loss of $436,000 was recognized as a result of changes in fair value. On October 21, 2019, our board of directors declared the distribution of its remaining 174,983 shares of common stock of Ashford Inc. Both common stockholders of Braemar and unitholders of Braemar OP received their pro-rata share of Ashford Inc. common stock. The distribution to Company Record Holders was completed through a pro-rata taxable dividend of Ashford Inc. common stock on the “Distribution Date to Company Record Holders as of the close of business of the NYSE on the Record Date. On the Distribution Date, each Company Record Holder received approximately 0.0047 shares of Ashford Inc. common stock for every unit and/or share of the Company’s common stock held by such Company Record Holder on the Record Date. No fractional shares of Ashford Inc. common stock were issued. Fractional shares of Ashford Inc. common stock to which Company Record Holders would otherwise be entitled were aggregated and, after the distribution, sold in the open market by the distribution agent. The aggregate net proceeds of the sales were distributed in a pro-rata manner as cash payments to the Company Record Holders who would otherwise have received fractional shares of Ashford Inc. common stock. The fair value of the Ashford Inc. common stock at the time of the distribution was $4.0 million . For the year ended December 31, 2019 a loss of $5.1 million was recognized as a result of changes in fair value. Subsequent to the distribution, we do not have any ownership interest in Ashford Inc. See notes 10 and 11 . The following tables summarize the condensed consolidated balance sheet as of December 31, 2018 , and the condensed consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheet December 31, 2018 Total assets $ 379,005 Total liabilities $ 108,726 Series B Convertible Preferred Stock 200,847 Redeemable noncontrolling interests 3,531 Total stockholders’ equity of Ashford Inc. 65,443 Noncontrolling interests in consolidated entities 458 Total equity 65,901 Total liabilities and equity $ 379,005 Our investment in Ashford Inc., at fair value $ 10,114 Ashford Inc. Condensed Consolidated Statements of Operations Year Ended December 31, 2019 2018 2017 Total revenue $ 291,250 $ 195,520 $ 81,573 Total operating expenses (302,480 ) (196,359 ) (92,095 ) Operating income (loss) (11,230 ) (839 ) (10,522 ) Equity in earnings (loss) of unconsolidated entities (286 ) — — Realized and unrealized gain (loss) on investments, net — — (91 ) Interest expense and amortization of loan cost (2,367 ) (1,200 ) (122 ) Other income (expense) 49 (505 ) 264 Income tax (expense) benefit (1,540 ) 10,364 (9,723 ) Net income (loss) (15,374 ) 7,820 (20,194 ) (Income) loss from consolidated entities attributable to noncontrolling interests 536 924 358 Net (income) loss attributable to redeemable noncontrolling interests 983 1,438 1,484 Net income (loss) attributable to Ashford Inc. $ (13,855 ) $ 10,182 $ (18,352 ) Preferred dividends (14,435 ) (4,466 ) — Amortization of preferred stock discount (1,928 ) (730 ) — Net income attributable to common stockholders $ (30,218 ) $ 4,986 $ (18,352 ) Our realized gain (loss) on investment in Ashford Inc. $ (13,424 ) $ — $ — Our unrealized gain (loss) on investment in Ashford Inc. $ 7,872 $ (8,010 ) $ 9,717 OpenKey OpenKey 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. On March 28, 2018, the Company made an initial $2.0 million investment in OpenKey, which is controlled and consolidated by Ashford Inc., for an initial 8.2% ownership interest, which investment was recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. In 2019, we made additional investments of $332,000 which was recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. As of December 31, 2019 , the Company has made investments in OpenKey totaling $2.3 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. The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2019 December 31, 2018 Carrying value of the investment in OpenKey (in thousands) $ 1,899 $ 1,766 Ownership interest in OpenKey 8.6 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2019 2018 Equity in earnings (loss) of unconsolidated entity $ (199 ) $ (234 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of 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. The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (the Level 2 inputs). We also incorporate credit valuation adjustments (the Level 3 inputs) to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk. Fair value 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. The fair value of interest rate floors is 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). The 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. 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 the 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 December 31, 2019 , the LIBOR interest rate forward curve (Level 2 inputs) assumed a downtrend from 1.763% to 1.470% 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 tables present 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) Counterparty and Cash Collateral Netting (1) Total December 31, 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1 $ — $ 52 $ 53 Interest rate derivatives - caps — 1 — — 1 Credit default swaps — (550 ) — 1,078 528 Total $ — $ (548 ) $ — $ 1,130 $ 582 (2) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2018 Assets Derivative assets: Interest rate derivatives - floors $ — $ 76 $ — $ 73 $ 149 Interest rate derivatives - caps — 20 — — 20 Credit default swaps — 546 — 57 603 — 642 — 130 772 (2) Non-derivative assets: Investment in Ashford Inc. $ 10,114 $ — $ — $ — $ 10,114 Total $ 10,114 $ 642 $ — $ 130 $ 10,886 __________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported as “derivative assets” in our consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2019 2018 2017 Assets Derivative assets: Interest rate derivatives - floors $ (152 ) $ (179 ) $ (1,113 ) Interest rate derivatives - caps (134 ) (347 ) (371 ) Credit default swaps (1,095 ) (1) 444 (1 ) (785 ) (1 ) Options on futures contracts — — (58 ) Total derivative assets $ (1,381 ) $ (82 ) $ (2,327 ) Non-derivative assets: Investment in Ashford Inc. $ (5,552 ) $ (8,010 ) $ 9,717 Total (6,933 ) (8,092 ) 7,390 Total combined Interest rate derivatives - floors $ 126 $ (179 ) $ (1,113 ) Interest rate derivatives - caps (134 ) (347 ) (371 ) Credit default swaps (1,095 ) 444 (785 ) Options on futures contracts — — 213 Unrealized gain (loss) on derivatives (1,103 ) (82 ) (2,056 ) Realized gain (loss) on options interest rate floors (278 ) (2) — — Realized gain (loss) on options on futures contracts — — (271 ) (2) Unrealized gain (loss) on investment in Ashford Inc. 7,872 (8,010 ) 9,717 Realized gain (loss) on investment in Ashford Inc. (13,424 ) (2) — — Net $ (6,933 ) $ (8,092 ) $ 7,390 __________________ (1) Excludes costs of $253 , $253 and $106 associated with credit default swaps for the years ended December 31, 2019 , 2018 and 2017, respectively, which is included in “other income (expense)” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. |
Indebtedness, net
Indebtedness, net | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2019 December 31, 2018 Indebtedness Collateral Maturity Interest Rate Debt Balance Book Value of Collateral Debt Balance Book Value of Collateral Secured revolving credit facility (3) Equity October 2022 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) + 2.25% to 3.50% $ — $ — $ — $ — Mortgage loan (4) Capital Hilton November 2019 LIBOR (1) + 2.65% — — 187,086 223,164 Hilton La Jolla Torrey Pines Mortgage loan (5) Ritz-Carlton, St. Thomas December 2019 LIBOR (1) + 4.95% — — 42,000 64,683 Mortgage loan (6) Pier House Resort March 2020 LIBOR (1) + 2.25% — — 70,000 88,018 Mortgage loan (7) Park Hyatt Beaver Creek April 2020 LIBOR (1) + 2.75% 67,500 144,667 67,500 143,517 Mortgage Loan (8) The Notary Hotel June 2020 LIBOR (1) + 2.16% 435,000 465,005 435,000 450,266 Courtyard San Francisco Downtown Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (5) Ritz-Carlton, St. Thomas August 2021 LIBOR (1) + 4.95% 42,500 134,796 — — Mortgage loan Hotel Yountville May 2022 LIBOR (1) + 2.55% 51,000 90,088 51,000 92,789 Mortgage loan Bardessono Hotel August 2022 LIBOR (1) + 2.55% 40,000 59,542 40,000 58,425 Mortgage loan Ritz-Carlton, Sarasota April 2023 LIBOR (1) + 2.65% 100,000 166,023 100,000 179,039 Mortgage loan Ritz-Carlton, Lake Tahoe January 2024 LIBOR (1) + 2.10% 54,000 115,988 — — Mortgage loan (4) Capital Hilton February 2024 LIBOR (1) + 1.70% 195,000 215,163 — — Hilton La Jolla Torrey Pines Mortgage loan (6) Pier House Resort September 2024 LIBOR (1) + 1.85% 80,000 90,150 — — 1,065,000 1,481,422 992,586 1,299,901 Deferred loan costs, net (6,514 ) — (6,713 ) — Indebtedness, net $ 1,058,486 $ 1,481,422 $ 985,873 $ 1,299,901 __________________ (1) LIBOR rates were 1.763% and 2.503% at December 31, 2019 and 2018 , respectively. (2) Base Rate, as defined in the secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% , or (iii) LIBOR + 1.0% . (3) On October 25, 2019, we amended our secured revolving credit facility with a borrowing capacity of $100.0 million set to mature in November 2019, with a new secured revolving credit facility with a borrowing capacity of $75.0 million set to mature in October 2022. The new secured revolving credit facility has two one -year extension options, subject to the satisfaction of certain conditions. (4) On January 22, 2019, we refinanced our mortgage loan with an outstanding balance of $186.8 million with a new $195.0 million mortgage loan with a five -year term. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 1.70% . (5) On August 5, 2019, we amended our mortgage loan totaling $42.0 million . The amended mortgage loan totaling $42.5 million has a two -year initial term and three one -year extension options, subject to the satisfaction of certain conditions. The amended mortgage loan is interest only and bears interest at a rate of LIBOR + 4.95% . (6) On September 30, 2019, we refinanced our mortgage loan totaling $70.0 million with a new $80.0 million mortgage loan with a five -year term. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 1.85% . (7) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in April 2019. (8) This mortgage loan has five one -year extension options, subject to satisfaction of certain conditions. Maturities and scheduled amortization of indebtedness as of December 31, 2019 for each of the following five years and thereafter are as follows (in thousands): 2020 $ 502,500 2021 43,000 2022 92,000 2023 98,500 2024 329,000 Thereafter — Total $ 1,065,000 On April 4, 2018, in connection with the acquisition of the 266 -room Ritz-Carlton, Sarasota in Sarasota, Florida, the Company completed the financing of a $100.0 million mortgage loan. This mortgage loan provides for an interest rate of LIBOR + 2.65% . The mortgage loan is interest only until July 1, 2021 and then amortizes 1% annually for the remaining term. The stated maturity is April 2023. On May 23, 2018, the Company refinanced two mortgage loans with an outstanding balance of $357.6 million with a new $435.0 million mortgage loan with a two -year initial term and five one -year extension options subject to the satisfaction of certain conditions. As a result of the refinance the Tampa Renaissance became unencumbered. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 2.16% . The loan is secured by four hotels: The Notary Hotel, Marriott Seattle Waterfront, Courtyard San Francisco Downtown and Sofitel Chicago Magnificent Mile. On January 15, 2019, in connection with the acquisition of the 170 -room Ritz-Carlton, Lake Tahoe located in Truckee, California, the Company completed the financing of a $54.0 million mortgage loan. This mortgage loan provides for an interest rate of LIBOR + 2.10% . The mortgage loan is interest only and has a five year term. On January 22, 2019, the Company refinanced its existing mortgage loan with an outstanding balance of approximately $186.8 million and a final maturity date in November 2021 with a new $195.0 million mortgage loan that is interest only, bears interest at a rate of LIBOR + 1.70% and has a five -year term. The mortgage loan is secured by the same two hotels: the Capital Hilton and Hilton La Jolla Torrey Pines. These two hotels are held in a joint venture in which we have a 75% equity interest. On August 5, 2019, the Company amended its mortgage loan with an outstanding balance of $42.0 million with a new $42.5 million mortgage loan that is interest only, bears interest at a rate of LIBOR + 4.95% and has a two -year initial term with three one -year extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by the Ritz-Carlton St. Thomas. On September 30, 2019, the Company refinanced its mortgage loan with an outstanding balance of $70.0 million with a new $80.0 million mortgage loan that is interest only, bears interest at a rate of LIBOR + 1.85% and has a five -year term with no extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by the Pier House Resort. On October 25, 2019, the Company entered into a new $75.0 million secured revolving credit facility which replaces the Company’s previous credit facility that was scheduled to mature on November 10, 2019. The new credit facility provides for a three -year revolving line of credit and bears interest at a range of 1.25% to 2.50% over Base Rate or 2.25% to 3.50% over LIBOR, depending on the leverage level of the Company. There are two , one -year extension options subject to the satisfaction of certain conditions. The new credit facility includes the opportunity to expand the borrowing capacity by up to $175.0 million to an aggregate size of $250.0 million . There were no amounts outstanding on the Company’s previous credit facility. We are required to maintain certain financial ratios under our secured revolving credit facility. If we violate covenants in any debt 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. Violations of certain debt covenants may result in our inability to borrow unused amounts under our line of credit, even if repayment of some or all of our borrowings is not required. 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 the consolidated group. As of December 31, 2019 , we were in compliance in all material respects with all covenants or other requirements set forth in our debt agreements as amended. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments 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 include interest rate caps and interest rate floors, which are subject to master netting settlement arrangements. All derivatives are recorded at fair value. The following table summarizes the interest rate derivatives we entered into over the applicable periods: Year Ended December 31, Interest rate caps 2019 2018 2017 Notional amount (in thousands) $ 391,000 $ 727,000 $ 844,200 Strike rate low end of range 3.00 % 2.43 % 3.00 % Strike rate high end of range 7.80 % 7.80 % 11.61 % Effective date range January 2019 - December 2019 February 2018 - December 2018 January 2017 - December 2017 Termination date range March 2020 - October 2021 March 2019 - June 2020 March 2018 - September 2019 Total cost of interest rate caps (in thousands) $ 115 $ 362 $ 375 Interest rate floors Notional amount (in thousands) $ 2,000,000 $ 4,000,000 $ 3,850,000 Strike rate low end of range 1.63 % 1.38 % 1.00 % Strike rate high end of range 1.63 % 2.00 % 1.50 % Effective date January 2019 July 2018 September 2017 - December 2017 Termination date range March 2020 June 2019 - September 2019 March 2019 - June 2019 Total cost of interest rate floors (in thousands) $ 75 $ 138 $ 140 _______________ No instruments were designated as cash flow hedges Interest rate derivatives consisted of the following: Interest rate caps (1) December 31, 2019 December 31, 2018 Notional amount (in thousands) $ 968,000 $ 1,292,500 Strike rate low end of range 3.00 % 2.43 % Strike rate high end of range 7.80 % 11.61 % Termination date range January 2020 - October 2021 January 2019 - June 2020 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 870,000 $ 805,500 Interest rate floors (1) (2) Notional amount (in thousands) $ 5,000,000 $ 10,850,000 Strike rate low end of range (0.25 )% (0.25 )% Strike rate high end of range 1.63 % 2.00 % Termination date range March 2020 - July 2020 March 2019 - July 2020 _______________ (1) No instruments were 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 December 31, 2019 , we held a credit default swap with a notional amount of $50.0 million , an effective date of August 2017 and an expected maturity date of October 2026. Assuming the underlying bonds pay off at par over their remaining average life, our estimated total exposure for these trades was approximately $1.2 million as of December 31, 2019 . 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 such change in market value is over $250,000 . Options on Futures Contracts —During the year ended December 31, 2016, we purchased an option on Eurodollar futures for a total cost of $124,000 and a maturity date of June 2017 . During the years ended December 31, 2019, 2018 and 2017, we made no such purchases. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Determining the estimated fair values of certain financial instruments such as indebtedness requires considerable judgment to interpret market data. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled. The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): December 31, 2019 December 31, 2018 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ — $ — $ 10,114 $ 10,114 Derivative assets 582 582 772 772 Financial assets not measured at fair value: Cash and cash equivalents $ 71,995 $ 71,995 $ 182,578 $ 182,578 Restricted cash 58,388 58,388 75,910 75,910 Accounts receivable, net 19,053 19,053 12,739 12,739 Due from related parties, net 551 551 — — Due from third-party hotel managers 16,638 16,638 4,927 4,927 Financial liabilities not measured at fair value: Indebtedness $ 1,065,000 $1,003,863 to $1,109,532 $ 992,586 $936,904 to $1,035,526 Accounts payable and accrued expenses 94,919 94,919 64,116 64,116 Dividends and distributions payable 9,143 9,143 8,514 8,514 Due to Ashford Inc. 4,344 4,344 4,001 4,001 Due to related parties, net — — 224 224 Due to third-party hotel managers 1,685 1,685 1,633 1,633 Cash, cash equivalents and restricted cash . These financial assets have maturities of less than 90 days and most bear interest at market rates. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. Accounts receivable, net, due to/from related party, net, accounts payable and accrued expenses, dividends and distributions payable, due to Ashford Inc. and due to/from third-party hotel managers . The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Investment in Ashford Inc. Fair value of the investment in Ashford Inc. is based on the quoted closing price on the balance sheet date. This is considered a Level 1 valuation technique. Derivative assets . 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 value of credit default swaps 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. 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. The 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 the credit spreads. Credit spreads take into consideration general market conditions, maturity and collateral. We estimated the fair value of the total indebtedness to be approximately 94.3% to 104.2% of the carrying value of $1.1 billion at December 31, 2019 , and approximately 94.4% to 104.3% of the carrying value of $992.6 million at December 31, 2018 . This is considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (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): Year Ended December 31, 2019 2018 2017 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ 371 $ 1,320 $ 23,022 Less: Dividends on preferred stock (10,142 ) (7,205 ) (6,795 ) Less: Dividends on common stock (24,145 ) (20,495 ) (20,179 ) Less: Dividends on unvested performance stock units (261 ) 114 (138 ) Less: Dividends on unvested restricted shares (405 ) (314 ) (267 ) Undistributed net income (loss) allocated to common stockholders (34,582 ) (26,580 ) (4,357 ) Add back: Dividends on common stock 24,145 20,495 20,179 Distributed and undistributed net income (loss)—basic $ (10,437 ) $ (6,085 ) $ 15,822 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership — — 2,038 Distributed and undistributed net income (loss)—diluted $ (10,437 ) $ (6,085 ) $ 17,860 Weighted average common shares outstanding: Weighted average common shares outstanding — basic 32,289 31,944 30,473 Effect of assumed conversion of operating partnership units — — 4,233 Weighted average common shares outstanding — diluted 32,289 31,944 34,706 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ (0.32 ) $ (0.19 ) $ 0.52 Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ (0.32 ) $ (0.19 ) $ 0.51 Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2019 2018 2017 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 405 $ 314 $ 267 Income (loss) allocated to unvested performance stock units 261 (114 ) 138 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (1,207 ) (751 ) — Dividends on preferred stock - Series B 6,842 6,829 6,795 Total $ 6,301 $ 6,278 $ 7,200 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 51 55 77 Effect of unvested performance stock units 193 48 — Effect of assumed conversion of operating partnership units 4,219 4,159 — Effect of assumed conversion of preferred stock - Series B 6,581 6,569 6,064 Total 11,044 10,831 6,141 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [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 and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders 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 units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Each common unit may be redeemed, by the holder, 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, generally have vesting periods of three 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 our 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 our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership. 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 Braemar OP, if when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. The number of Performance LTIP units actually earned may range from 0% to 200% of target based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s compensation committee on the grant date. As of December 31, 2019 , there were approximately 271,000 Performance LTIP units, representing 200% of the target, 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 years ended December 31, 2019 , 2018 and 2017 , approximately 281,000 , 312,000 and 389,000 Performance LTIP units were cancelled due to the market condition criteria not being met, respectively. Following the adoption of ASU 2018-07 in the third quarter of 2018, the corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition as opposed to being accounted for at fair value based on the market price of the shares at each quarterly measurement date. As of December 31, 2019 , we have issued a total of 1.0 million LTIP units (including Performance LTIP units), net of cancellations, all of which, other than approximately 100,000 LTIP units and 60,000 Performance LTIP units issued from March 2015 to July 2019 had reached full economic parity with, and are convertible into, common units. The following table presents compensation expense for Performance LTIP units and LTIP units (in thousands): Year Ended December 31, Type Line Item 2019 2018 2017 Performance LTIP units Advisory services fee $ 1,144 $ 785 $ (1,630 ) (1) LTIP units Advisory services fee 1,354 976 405 LTIP units - independent directors Corporate, general and administrative 103 61 64 Total $ 2,601 $ 1,822 $ (1,161 ) ____________________________________ (1) The credit to compensation expense is a result of lower fair values as compared to prior periods. The unamortized cost of the unvested Performance LTIP units of $1.0 million at December 31, 2019 will be expensed over a period of 2.0 years with a weighted average period of 1.2 years. The unamortized cost of the unvested LTIP units of $1.5 million at December 31, 2019 , will be amortized over a period of 2.2 years with a weighted average period of 1.4 years. The following table presents the common units redeemed and the fair value upon redemption (in thousands): Year Ended December 31, Line Item 2019 2018 2017 Common units converted to common stock 165 — 194 Fair value of common units converted $ 2,201 $ — $ 1,761 The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: December 31, 2019 December 31, 2018 Redeemable noncontrolling interests in Braemar OP $ 41,570 $ 44,885 Adjustments to redeemable noncontrolling interests (1) $ 65 $ 23 Ownership percentage of operating partnership 10.96 % 11.22 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs . A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Units outstanding at beginning of year 4,833 4,790 4,943 LTIP units issued 91 144 149 Performance LTIP units issued 60 211 281 Units redeemed for shares of common stock (165 ) — (194 ) Performance LTIP units cancelled (281 ) (312 ) (389 ) Units outstanding at end of year 4,538 4,833 4,790 Units convertible/redeemable at end of year 4,027 4,045 4,028 We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to the holders of common units and holders of LTIP units, which are recorded as a reduction of redeemable noncontrolling interests in operating partnership, as illustrated in the table below (in thousands): Year Ended December 31, 2019 2018 2017 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 1,207 $ 751 $ (2,038 ) Aggregate distributions to holders of common units, LTIP units and Performance LTIP units 3,050 2,854 2,791 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity Equity Offering —On March 1, 2017, we commenced an underwritten public offering of approximately 5.8 million shares of common stock at $12.15 per share for gross proceeds of $69.9 million . The offering closed on March 7, 2017. The net proceeds from the sale of the shares after underwriting discounts and offering expense were approximately $66.4 million . Dividends —The following table summarizes the dividends declared during the period (in thousands): Year Ended December 31, 2019 2018 2017 Common stock $ 21,302 $ 20,695 $ 20,623 Preferred stock: Series D cumulative preferred stock 3,300 376 — Total dividends declared $ 24,602 $ 21,071 $ 20,623 8.25% Series D Cumulative Preferred Stock —At December 31, 2019 and 2018 , there were 1.6 million shares of 8.25% Series D cumulative preferred stock outstanding. The Series D cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B cumulative convertible preferred stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series D cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series D cumulative preferred stock is redeemable at our option for cash (on or after November 20, 2023), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series D cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series D cumulative preferred stock is convertible into a maximum 5.12295 shares of our common stock. The actual number is based on a formula as defined in the Series D cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series D cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series D cumulative preferred stock to common stock have not been met as of period end. Therefore, Series D cumulative preferred stock will not impact our earnings per share. Series D cumulative preferred stock quarterly dividends are set at the rate of 8.25% of the $25.00 liquidation preference (equivalent to an annual dividend rate of $2.0625 per share). In general, Series D cumulative preferred stock holders have no voting rights. Stock Repurchases —On October 27, 2014, our board of directors approved a share repurchase program under which the Company may purchase up to $100 million of the Company’s common stock from time to time. The repurchase program does not have an expiration date. The specific timing, manner, price, amount and other terms of the repurchases is at management’s discretion and depends on market conditions, corporate and regulatory requirements and other factors. The Company is not required to repurchase shares under the repurchase program, and may modify, suspend or terminate the repurchase program at any time for any reason. On December 5, 2017, our board of directors reapproved the stock 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 having an aggregate value of up to $50 million . The board of directors’ authorization replaced any previous repurchase authorizations. No shares were repurchased during the years ended December 31, 2019 , 2018 and 2017 . As of December 31, 2019 , $50 million remains authorized by the board of directors pursuant to the December 5, 2017 approval. At-the-Market Common Stock Equity Distribution Program — On December 11, 2017, the Company established an “at-the-market” equity distribution program pursuant to which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $50 million . As of December 31, 2019 , no shares of our common stock have been sold under this program. Noncontrolling Interest in Consolidated Entities —A partner had noncontrolling ownership interests of 25% in two hotel properties with a total carrying value of $(6.0) million and $(5.4) million at December 31, 2019 and 2018 , respectively. The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2019 2018 2017 (Income) loss from consolidated entities attributable to noncontrolling interests $ (2,032 ) $ (2,016 ) $ (3,264 ) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Under the 2013 Equity Incentive Plan, as amended, we are authorized to grant 3.3 million restricted stock units or performance stock units of our common stock as incentive stock awards. At December 31, 2019 , 823,983 shares were available for future issuance under the 2013 Equity Incentive Plan. Restricted Stock Units —We incur stock-based compensation expense in connection with restricted stock units awarded to employees of Ashford LLC, included in “advisory services fee,” on our consolidated statements of operations, employees of Remington Hotels, included in “management fees” on our consolidated statements of operations and common stock issued to our independent directors, which immediately vests, and is included in “corporate general and administrative” expense on our consolidated statements of operations. At December 31, 2019 , the unamortized cost of the unvested shares of restricted stock was $4.2 million , which is expected to be recognized over a period of 2.2 years with a weighted average period of 1.7 years. The following table summarizes the stock-based compensation expense for restricted stock units (in thousands): Year Ended December 31, Line Item 2019 2018 2017 Advisory services fee $ 2,468 $ 2,277 $ 916 Management fees 155 219 92 Corporate general and administrative - Premier 72 — — Corporate general and administrative - independent directors 208 243 201 $ 2,903 $ 2,739 $ 1,209 For the year ended December 31, 2018, approximately $640,000 of the compensation expense was related to the accelerated vesting of equity awards granted to one of our executive officers upon his death, in accordance with the terms of the awards. A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2019 2018 2017 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 441 $ 10.91 420 $ 11.87 360 $ 12.90 Restricted shares granted 261 12.68 257 9.90 198 10.78 Restricted shares vested (198 ) 10.75 (229 ) 11.54 (131 ) 13.05 Restricted shares canceled (7 ) 11.59 (7 ) 10.50 (7 ) 11.81 Outstanding at end of year 497 $ 11.89 441 $ 10.91 420 $ 11.87 Performance Stock Units — The compensation committee of the board of directors of the Company may authorize the issuance of grants of PSUs 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, which is generally three years from the grant date. The number of PSUs actually earned may range from 0% to 200% of target based on achievement of a specified relative total stockholder return based on the formula 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. Following the adoption of ASU 2018-07 in the third quarter of 2018, the corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition as opposed to being accounted for at fair value based on the market price of the shares at each quarterly measurement date. The following table summarizes the compensation expense for PSUs (in thousands): Year Ended December 31, Line Item 2019 2018 2017 Advisory services fee $ 2,439 $ 2,443 $ (1,375 ) During the year ended December 31, 2018, approximately $1.6 million of the compensation expense was related to the accelerated vesting of PSUs granted to one of our executive officers upon his death, in accordance with the terms of the awards. As of December 31, 2019 , we had unamortized compensation expense of $4.0 million related to PSUs which is expected to be recognized over a period of 2.0 years with a weighted average period of 1.6 years. A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2019 2018 2017 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 316 $ 12.29 381 $ 11.97 417 $ 14.80 PSUs granted 223 19.96 197 13.43 119 10.42 PSUs canceled (119 ) 10.42 (262 ) 12.67 (155 ) 18.40 Outstanding at end of year 420 $ 16.91 316 $ 12.29 381 $ 11.97 |
5.50% Series B Cumulative Conve
5.50% Series B Cumulative Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
5.50% Series B Cumulative Convertible Preferred Stock | 5.50% Series B Cumulative Convertible Preferred Stock Each share of our 5.5% Series B Cumulative Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) is convertible at any time, at the option of the holder, into a number of whole shares of common stock at a conversion price of $18.70 (which represents a conversion rate of 1.3372 shares of our common stock, subject to certain adjustments). The Series B Convertible Preferred Stock is also subject to conversion upon certain events constituting a change of control. Holders of the Series B Convertible Preferred Stock have no voting rights, subject to certain exceptions. The Series B Convertible Preferred Stock dividend for all issued and outstanding shares is set at $1.375 per annum per share. Pursuant to the Articles Supplementary establishing the Series B Convertible Preferred Stock, a distribution to all holders of common stock of assets of the Company will result in an adjustment to the conversion rate. On November 5, 2019, the Company completed a pro-rata taxable dividend of its remaining holdings of the common stock of Ashford Inc. to its common stockholders and unitholders of record as of October 29, 2019. As a result of the distribution of Ashford Inc. common stock, the conversion rate was adjusted from 1.3228 to 1.3372 . The Company may, at its option, cause the Series B Convertible Preferred Stock to be converted in whole or in part, on a pro rata basis, into fully paid and nonassessable shares of the Company’s common stock at the conversion price, provided that the “Closing Bid Price” (as defined in the Articles Supplementary) of the Company’s common stock shall have equaled or exceeded 110% of the conversion price for the immediately preceding 45 consecutive trading days ending three days prior to the date of notice of conversion. In the event of such mandatory conversion, the Company shall pay holders of the Series B Convertible Preferred Stock any additional dividend payment to make the holder whole on dividends expected to be received through June 11, 2019, in an amount equal to the net present value, where the discount rate is the dividend rate on the Series B Convertible Preferred Stock, of the difference between (i) the annual dividend payments the holders of Series B Convertible Preferred Stock would have received in cash from the date of the mandatory conversion to June 11, 2019, and (ii) the common stock quarterly dividend payments the holders of Series B Convertible Preferred Stock would have received over the same time period had such holders held common stock. Additionally, the Series B Convertible Preferred Stock contains cash redemption features that consist of: 1) an optional redemption in which on or after June 11, 2020, the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends; 2) a special optional redemption, in which on or prior to the occurrence of a Change of Control (as defined), the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share; and 3) a REIT Termination Event and Listing Event Redemption, in which at any time (i) a REIT Termination Event (defined below) occurs or (ii) the Company’s common stock fails to be listed on the NYSE, NYSE American, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor thereto (each a “National Exchange”), the holder of Series B Cumulative Preferred Stock shall have the right to require the Company to redeem any or all shares of Series B Cumulative Preferred Stock at 103% of the liquidation preference ( $25.00 per share, plus any accumulated, accrued, and unpaid dividends) in cash. A REIT Termination Event, shall mean the earliest of: (i) filing of income tax return where the Company does not compute its income as a REIT; (ii) stockholders’ approval on ceasing to be qualified as a REIT; (iii) board of directors’ approval on ceasing to be qualified as a REIT; (iv) board’s determination based on advise of the counsel to cease to be qualified as a REIT; or (v) determination within the meaning of Section 1313(a) of IRC to cease to be qualified as a REIT. On March 7, 2017, we closed an offering of approximately 2.0 million shares of our Series B Convertible Preferred Stock at $20.19 per share for gross proceeds of $39.9 million . The net proceeds to us, after underwriting discounts and offering expenses were approximately $38.2 million . Dividends on the Series B Convertible Preferred Stock accrue at a rate of 5.50% on the liquidation preference of $25.00 per share. On March 31, 2017, the underwriters partially exercised their over-allotment option and purchased an additional 100,000 shares of the Series B Convertible Preferred Stock, which closed on April 5, 2017. The net proceeds from the partial exercise of the over-allotment option after underwriting discounts were approximately $1.9 million . On December 4, 2019, we entered into equity distribution agreements with certain sales agents to sell from time to time shares of our Series B Convertible Preferred Stock having an aggregate offering price of up to $40.0 million . Sales of shares of our Series B Convertible Preferred Stock may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act, including sales made directly on the NYSE, the existing trading market for our Series B Convertible Preferred Stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network. We will pay each of the sales agents a commission, which in each case shall not be more than 2.0% of the gross sales price of the shares of our Series B Convertible Preferred Stock sold through such sales agents. The issuance activity is summarized below (in thousands): Year Ended December 31, 2019 Series B Convertible Preferred Stock shares issued 42 Gross proceeds received $ 809 Commissions and other expenses 12 Net proceeds $ 797 At December 31, 2019 and 2018 , there were approximately 5.0 million and 5.0 million outstanding shares of Series B Convertible Preferred Stock, respectively, that do not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside our control. As such, the Series B Convertible Preferred Stock is classified outside of permanent equity. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2019 2018 2017 Series B Convertible Preferred Stock $ 6,842 $ 6,829 $ 6,795 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For U.S. federal income tax purposes, we elected to be taxed as a REIT under the Code. To qualify as a REIT, we must meet certain organizational and operational stipulations, including a requirement that we distribute at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. We currently intend to adhere to these requirements and maintain our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes as well as to federal income and excise taxes on our undistributed taxable income. At December 31, 2019 , twelve of our hotel properties were leased to TRS lessees and the Ritz-Carlton, St. Thomas hotel was owned by our USVI TRS. The TRS entities recognized net book income before income taxes of $31.0 million , $16.4 million and $27,000 for the years ended December 31, 2019 , 2018 and 2017 , respectively. The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2019 2018 2017 Income tax (expense) benefit at federal statutory income tax rate of 21% in 2019 and 2018 and 35% in 2017 $ (6,509 ) $ (3,452 ) $ 10 State income tax (expense) benefit, net of U.S. federal income tax benefit 107 (248 ) (100 ) Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act (1) — — (10,974 ) State and local income tax (expense) benefit on pass-through entity subsidiaries (16 ) (64 ) (87 ) Gross receipts and margin taxes (67 ) (100 ) (143 ) Benefit of USVI Economic Development Commission credit 5,614 950 181 Other 16 (311 ) 89 Valuation allowance (909 ) 793 11,546 Total income tax (expense) benefit $ (1,764 ) $ (2,432 ) $ 522 ________ (1) Partially offset within change in valuation allowance. The components of income tax expense are as follows (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ (765 ) $ (2,536 ) $ 1,354 State (235 ) (703 ) (217 ) Total current income tax (expense) benefit (1,000 ) (3,239 ) 1,137 Deferred: Federal (357 ) (80 ) (461 ) State (407 ) 887 (154 ) Total deferred income tax (expense) benefit (764 ) 807 (615 ) Total income tax (expense) benefit $ (1,764 ) $ (2,432 ) $ 522 For the years ended December 31, 2019 , 2018 and 2017 , income tax expense included interest and penalties paid to taxing authorities of $27,000 , $18,000 and $7,000 , respectively. At December 31, 2019 and 2018 , we determined that there were no amounts to accrue for interest and penalties due to taxing authorities. At December 31, 2019 and 2018 , our net deferred tax asset, included in “other assets,” and net deferred tax liability, included in “accounts payable and accrued expenses,” respectively, on our consolidated balance sheets, consisted of the following (in thousands): December 31, 2019 2018 Deferred tax assets (liabilities): Tax intangibles basis greater than book basis $ 1,101 $ 828 Allowance for doubtful accounts 36 25 Unearned income 469 225 Federal and state net operating losses 13,344 13,526 Capital Loss Carryforward 192 — Other (4 ) 101 Accrued expenses 659 511 Tax property basis greater than book basis (2,910 ) 1,320 Prepaid expenses (2,377 ) (2,360 ) Net deferred tax asset 10,510 14,176 Valuation allowance (11,581 ) (14,483 ) Net deferred tax asset (liability) $ (1,071 ) $ (307 ) At December 31, 2019 and 2018 , we recorded a valuation allowance of $11.6 million and $14.5 million , respectively, to partially reserve the deferred tax assets of our TRSs. Primarily as a result of the limitation imposed by the Code on the utilization of net operating losses of acquired subsidiaries and the history of losses of our USVI TRS, we believe it is more likely than not that $11.6 million of our deferred tax assets will not be realized, and therefore, have provided a valuation allowance to reserve against the balances. At December 31, 2019 , the TRSs had net operating loss carryforwards for U.S. federal income tax purposes of $51.6 million that are available to offset future taxable income, if any. $50.9 million of net operating loss carryforwards is attributable to acquired subsidiaries and is subject to substantial limitation on its use. We do not recognize deferred tax assets and a valuation allowance for the REIT since the REIT distributes its taxable income as dividends to stockholders, and in turn, the stockholders incur income taxes on those dividends. The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of year $ 14,483 $ 15,422 $ 26,968 Additions — — 104 Deductions (2,902 ) (939 ) (11,650 ) Balance at end of year $ 11,581 $ 14,483 $ 15,422 The USVI TRS operates under a tax holiday in the U.S. Virgin Islands, which is effective through December 31, 2028, and may be extended if certain additional requirements are satisfied. The tax holiday is conditional upon our meeting certain employment and investment thresholds. The impact of this tax holiday decreased current foreign taxes by $807,000 , $40,000 and $20,000 for the years ended December 31, 2019 , 2018 and 2017 , respectively. The benefit of the tax holiday on net income (loss) per share was approximately, $0.02 , $0.00 and $0.00 for the years ended December 31, 2019 , 2018 and 2017 , respectively. On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (“Tax Reform”) into legislation. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law (i.e., upon presidential signature). With respect to this legislation, in December of 2017, we recorded a one-time tax benefit of approximately $216,000 , due to a revaluation of our net deferred tax liabilities resulting from the decrease in the U.S. corporate federal income tax rate from 35% to 21%. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Remington Lodging (prior to Ashford Inc. acquisition) Remington Lodging was a hotel and project management company, wholly owned by our chairman, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. who is Ashford Trust’s chairman emeritus. We had master hotel and project management agreements and hotel and project management mutual exclusivity agreements with Remington Lodging. On August 8, 2018, Ashford Inc. completed the acquisition of Remington Lodging’s project management business, Premier Project Management LLC (“Premier”). As a result of Ashford Inc.’s acquisition, the project management services are no longer provided by Remington Lodging and are now provided by a subsidiary of Ashford Inc. under the respective project management agreement with each customer, including Ashford Trust and Braemar. 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 that were previously provided by Remington Lodging are now be provided by a subsidiary of Ashford Inc. under the respective hotel management agreement with each customer, including Ashford Trust and Braemar under the Remington Hotels name. Prior to August 8, 2018, we paid Remington Lodging: a) 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 are met; b) project management fees of up to 4% of project costs; c) market service fees including purchasing, design and construction management not to exceed 16.5% of project budget cumulatively, including project management fees; and d) other general and administrative expense reimbursements, primarily related to accounting services. This related party allocated such charges to us based on various methodologies, including headcount and actual amounts incurred. Between August 8, 2018 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 hotel management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. The following table presents the fees related to our hotel and project management agreements with Remington Lodging prior to its transactions with Ashford Inc. (in thousands): Year Ended December 31, 2019 2018 2017 Hotel management fees, including incentive hotel management fees $ 1,738 $ 1,762 $ 1,748 Market service and project management fees — 3,328 3,972 Corporate general and administrative 297 333 286 Total $ 2,035 $ 5,423 $ 6,006 As of December 31, 2018, due to related parties, net of $224,000 represented accrued base and incentive management fees. Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman Mr. Monty 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. Through December 31, 2018, we were required to pay Ashford LLC a monthly base fee that is 1/12th the sum of (i) 0.70% of our total market capitalization for the prior month plus the Key Money Asset Management Fee (as defined in our 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 included the aggregate principal amount of our consolidated indebtedness (including our proportionate share of the debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt). On January 15, 2019, the Company entered into Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement with Ashford Inc. (“Amendment No. 1”). Amendment No. 1 revised the formula for calculating the base fee to be equal to 1/12th of the sum of (i) 0.70% of the total market capitalization of our company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which our advisory agreement was in effect; provided, however in no event shall the base fee for any month be less than the minimum base fee as provided by our advisory agreement. The base fee is payable on the 5th business day of each month. The minimum base fee for Braemar for each month will be equal to the greater of: (i) 90% of the base fee paid for the same month in the prior year; and (ii) 1/12 th of the G&A Ratio (as defined) multiplied by the total market capitalization of Braemar. We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a 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 Fixed Charge Coverage Ratio (“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 recorded equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services. The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2019 2018 2017 Advisory services fee Base advisory fee $ 10,834 $ 9,424 $ 8,800 Reimbursable expenses (1) 2,289 2,072 2,017 Equity-based compensation (2) 7,404 6,481 (1,683 ) Incentive fee — 2,035 — Total $ 20,527 $ 20,012 $ 9,134 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. Due from related parties, net includes a $365,000 security deposit paid to Remington Hotel Corporation, an entity indirectly owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., for office space allocated to us under our advisory agreement. It will be held as security for the payment of our allocated share of office space rental. If unused it will be returned to us upon lease expiration or earlier termination. Pursuant to the Company's hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Braemar, Ashford Trust, their hotel managers, as needed, and Ashford Inc. The total loss estimates included in such policies are based on the collective pool of risk exposures from each party. Ashford Inc.'s risk management department manages the casualty insurance program. At the beginning of each year, Ashford Inc.'s risk management department collects funds from Braemar, Ashford Trust and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis. Ashford Securities On September 25, 2019, Ashford Inc. announced the formation of Ashford Securities LLC (“Ashford Securities”) to raise retail capital in order to grow its existing and future platforms. In conjunction with the formation of Ashford Securities, Braemar has entered into a contribution agreement with Ashford Inc. pursuant to which Braemar has agreed to contribute, with Ashford Trust, up to $15.0 million to fund the operations of Ashford Securities. As of December 31, 2019 , Braemar has funded approximately $834,000 , of which $520,000 was included in “other assets” of our consolidated balance sheet. 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. For the year ended December 31, 2019 , Braemar has expensed $314,000 of reimbursed operating expenses of Ashford Securities, which is included in “corporate, general, and administrative” in the consolidated statements of operations. Enhanced Return Funding Program Concurrent with the Amendment No. 1, on January 15, 2019, the Company also entered into the Enhanced Return Funding Program Agreement (the “ERFP Agreement”) with Ashford Inc. The “key money investments” concept previously contemplated by our advisory agreement was replaced with the ERFP Agreement. The Fifth Amended and Restated Advisory Agreement was also amended to name Ashford Inc. and its subsidiaries as the Company’s sole and exclusive provider of asset management, project management and other services offered by Ashford Inc. or any of its subsidiaries. The independent members of our board of directors and the independent members of the board of directors of Ashford Inc., with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Ashford Inc. and Braemar, respectively. The ERFP Agreement generally provides that Ashford LLC will provide funding to facilitate the acquisition of properties by Braemar 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). Each funding 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 within the two -year period following the date of such acquisition, in exchange for FF&E for use at the acquired property or any other property owned by Braemar 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 Braemar 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 Ritz-Carlton, Lake Tahoe acquisition, Braemar was entitled to receive $10.3 million from Ashford LLC in the form of future purchases of FF&E at Braemar hotel properties that will be leased to us by Ashford LLC rent free. As of December 31, 2019 , Ashford LLC has remitted payments of $10.3 million to the Company as further described below. On June 26, 2019 and July 1, 2019, the Company sold $1.4 million and $8.9 million , respectively, of hotel FF&E from Braemar hotel properties to Ashford LLC which was subsequently leased back to the Company rent free. In accordance with ASC 842, the Company evaluated the transactions and concluded that the transaction qualified as a sale. As a result, the Company recorded gains of $9,000 and $23,000 , respectively, for the year ended December 31, 2019 . The gains are recorded in “gain (loss) on insurance settlement, disposition of assets and sale of hotel properties” in our consolidated statements of operations. Under the applicable accounting guidance in ASC 842, the Company has not recorded an operating lease right-of-use asset, an operating lease liability or lease expense for rents as the related party lease has no economic substance because the related party lease is provided rent free. In 2015, prior to the inception of the ERFP program, $2.0 million of key money consideration was invested in FF&E by Ashford LLC to be used by Braemar, which represented all of the key money consideration for the Bardessono Hotel. Upon adoption of ASC 842, we evaluated this arrangement, which is accounted for as a lease that will expire in 2020. Under the applicable guidance in ASC 842, as the related party lease is provided rent-free, there is no economic substance related to the lease which results in not recording an operating lease right-of-use asset, an operating lease liability or lease expense for rents. 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) for the following services as follows: (i) architectural ( 6.5% of total construction costs); (ii) construction management for projects without a general contractor ( 10% of total construction costs); (iii) interior design ( 6% of the purchase price of the FF&E designed or selected by Premier); and (iv) FF&E purchasing ( 8% of the purchase price of FF&E purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the purchasing fee is reduced to 6% of the FF&E purchase price in excess of $2.0 million for such hotel in such calendar year). Hotel Management Agreement On November 6, 2019, Ashford Inc. completed the acquisition of Remington Lodging’s hotel management business. Following 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 December 31, 2019 , Remington Hotels managed three of our thirteen hotel properties. After the Ashford Inc. acquisition, we pay 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. 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 related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. Summary of Transactions In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, has a right to provide products or services to our hotel properties, provided such transactions are evaluated and approved by our independent directors. The following tables summarize the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the amounts recorded by us for those services and the applicable classification on our consolidated financial statements (in thousands): Year Ended December 31, 2019 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 135 $ — $ — $ — $ — $ — $ 135 $ — $ — $ — J&S Audio Visual Audio visual services 560 — — 560 — — — — — — Lismore Capital Debt placement services 1,208 — (995 ) — — — — — — 213 OpenKey Mobile key app 34 — — — 34 — — — — — Premier Project management services 10,123 9,584 — — — — — 539 — — Pure Wellness Hypoallergenic premium rooms 194 148 — — 46 — — — — — RED Leisure Watersports activities and travel/transportation services 946 — — — 946 — — — — — Remington Hotels Hotel management services (3) 572 — — — 323 249 — — — — Year Ended December 31, 2018 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Expenses Corporate General and Administrative Ashford LLC Insurance claims services $ 137 $ — $ — $ — $ 137 Lismore Capital Debt placement services 999 — (999 ) — — OpenKey Mobile key app 33 12 — 21 — Pure Wellness Hypoallergenic premium rooms 265 228 — 37 — Premier Project management services 3,958 3,958 — — — RED Leisure Watersports activities and travel/transportation services 720 — — 720 — Year Ended December 31, 2017 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Expenses Corporate General and Administrative Lismore Capital Debt placement services $ 224 $ — $ (224 ) $ — $ — OpenKey Mobile key app 10 — — 10 — Pure Wellness Hypoallergenic premium rooms 45 45 — — — ________ (1) Recorded in FF&E and depreciated over the estimated useful life. (2) Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement. (3) Other hotel expenses include incentive hotel management fees and other hotel management costs. The following table summarizes the components of due to Ashford Inc. (in thousands): Due to Ashford Inc. Company Product or Service December 31, 2019 December 31, 2018 Ashford LLC Advisory services $ 1,606 $ 2,264 Ashford LLC Insurance claims services 44 37 J&S Audio Visual Audio visual services 173 — OpenKey Mobile key app — 13 Pure Wellness Hypoallergenic premium rooms 3 30 Premier Project management services 2,433 1,657 RED Leisure Watersports activities and travel/transportation services 85 — $ 4,344 $ 4,001 As of December 31, 2019, due from related parties, net included a net receivable from Remington Hotels in the amount of $185,000 primarily related to advances made by Braemar and accrued base and incentive management fees. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 , 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 5% of gross revenues for capital improvements. Management Fees —Under hotel management agreements for our hotel properties existing at December 31, 2019 , we pay monthly hotel management fees equal to the greater of $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from December 2023 through December 2065, excluding renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term, liquidated damages or, in certain circumstances, we may substitute a new management agreement. Leases —We lease land under two non-cancelable operating ground leases, which expire in 2067 and 2065, related to our hotel properties in La Jolla, CA and Yountville, CA, respectively. The lease in Yountville, CA contains two 25 -year extension options. These leases are subject to base rent plus contingent rent based on each hotel property’s financial results and escalation clauses. For the years ended December 31, 2018 and 2017 , we recognized rent expense of $5.7 million and $5.9 million , respectively, which included contingent rent of $1.8 million and $2.2 million , respectively. Rent expense is included in “other” hotel expenses in our consolidated statements of operations. On January 1, 2019, we adopted ASC 842 on a modified retrospective basis. The adoption of this standard has resulted in the recognition of operating lease ROU assets and lease liabilities primarily related to our ground lease arrangements. See note 6 for operating lease cost, including variable lease cost associated with the ground leases as well as future minimum lease payments due under non-cancellable leases. Capital Commitments —At December 31, 2019 , we had capital commitments of $27.2 million , including commitments that will be satisfied with insurance proceeds, relating to general capital improvements that are expected to be paid in the next twelve months . Litigation — On October 24, 2019, the Company provided notice to Accor of the material breach of its responsibilities under the Accor management agreement for the Sofitel Chicago Magnificent Mile at 20 East Chestnut Street in Chicago, Illinois. On November 7, 2019, Accor filed a complaint against Ashford TRS Chicago II in the Supreme Court of the State of New York, New York County, seeking a declaratory judgment that no breach has occurred. Accor has not yet served Ashford TRS Chicago II with the complaint. On January 6, 2020, Ashford TRS Chicago II filed a complaint against Accor in the Supreme Court of the State of New York, New York County, alleging breach of the Accor management agreement and seeking declaration of its right to terminate the Accor management agreement. 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 are based on definitions within the 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 or results of operations. 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. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states and cities. Tax years 2015 through 2019 remain subject to potential examination by certain federal and state taxing authorities. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, net and Intangible Liabilities, net [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consisted of the following (in thousands): December 31, 2019 2018 Cost $ 5,682 $ 29,732 Accumulated amortization (663 ) (2,054 ) $ 5,019 $ 27,678 As of December 31, 2018, intangible assets represented favorable market-rate leases which relate to the acquisitions of the Hilton La Jolla Torrey Pines hotel in La Jolla, CA and the Bardessono Hotel in Yountville, CA, which are being amortized over the lease terms with expiration dates of 2067 and 2105, respectively. Intangible assets also include the customer relationships associated with the Ritz-Carlton, Sarasota acquisition on April 4, 2018. The customer relationships are being amortized over the 15 year expected life. Prior to June 1, 2018 we held an intangible liability that represented an unfavorable market-rate lease which related to the acquisition of the Tampa Renaissance in Tampa, FL, which was being amortized over the remaining initial lease term that was set to expire in 2080. The hotel property was sold on June 1, 2018. The unamortized balance was written off as of the time of the sale and included in the calculation of gain/loss. See note 5 . Following the adoption of ASC 842 on January 1, 2019, we derecognized the intangible assets associated with favorable market-rate leases where we are the lessee in the amount of $22.3 million . The carrying amount of the ROU assets was then adjusted by the corresponding amount. See notes 2 and 6 . As a result, as of December 31, 2019 , intangible assets include the customer relationships associated with the Ritz-Carlton, Sarasota acquisition only. For the years ended December 31, 2019 , 2018 and 2017 , amortization related to intangible assets was $379,000 , $549,000 and $301,000 , respectively, and amortization related to the intangible liability was $0 , $23,000 and $56,000 , respectively. Estimated future amortization expense for intangible assets, net for each of the next five years and thereafter is as follows (in thousands): Intangible Assets, net 2020 $ 379 2021 379 2022 379 2023 379 2024 379 Thereafter 3,124 Total $ 5,019 |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Our investments are all concentrated within the hotel industry. All of our hotel properties are located within the U.S. and its territories. For the year ended December 31, 2019 , two of our hotel properties generated revenues in excess of 10% of total hotel revenue amounting to 25% of total hotel revenue. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions that are in excess of the FDIC insurance limits of $250,000 and amounts due or payable under our derivative contracts. Our counterparties to our derivative contracts are investment grade financial institutions. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
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 and exhibit similar long-term financial performance. As of December 31, 2019 and 2018 , all of our hotel properties were in the U.S. and its territories. |
Selected Financial Quarterly Da
Selected Financial Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Financial Quarterly Data (Unaudited) | Selected Financial Quarterly Data (Unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2019 and 2018 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2019 Total revenue $ 128,513 $ 118,516 $ 118,884 $ 121,701 $ 487,614 Total operating expenses 114,433 105,807 110,401 117,734 448,375 Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties — 9 (1,163 ) 26,319 25,165 Operating income (loss) 14,080 12,718 7,320 30,286 64,404 Net income (loss) (1,322 ) (5,623 ) (8,954 ) 17,095 1,196 Net income (loss) attributable to the Company (981 ) (4,510 ) (9,388 ) 15,250 371 Net income (loss) attributable to common stockholders (3,513 ) (7,042 ) (11,921 ) 12,705 (9,771 ) Diluted income (loss) attributable to common stockholders per share $ (0.11 ) $ (0.22 ) $ (0.37 ) $ 0.36 $ (0.32 ) (1 ) Weighted average diluted common shares 32,115 32,307 32,347 38,995 32,289 2018 Total revenue $ 102,489 $ 121,118 $ 108,846 $ 98,945 $ 431,398 Total operating expenses 88,201 99,702 97,623 95,785 381,311 Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties — 15,711 — 27 15,738 Operating income (loss) 14,288 37,127 11,223 3,187 65,825 Net income (loss) 4,270 12,854 (626 ) (13,913 ) 2,585 Net income (loss) attributable to the Company 4,020 11,530 (1,869 ) (12,361 ) 1,320 Net income (loss) attributable to common stockholders 2,313 9,822 (3,576 ) (14,444 ) (5,885 ) Diluted income (loss) attributable to common stockholders per share $ 0.07 $ 0.29 $ (0.12 ) $ (0.44 ) $ (0.19 ) (1 ) Weighted average diluted common shares 31,683 38,588 32,023 32,058 31,944 _________________ (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2019 and 2018 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On March 10, 2020, the Company borrowed $25.0 million on its secured revolving credit facility. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2019 (in thousands) Column A Column B Column C Column D Column E Column F Column G Column H Column I Initial Cost Costs Capitalized Since Acquisition Gross Carrying Amount At Close of Period Hotel Property Location Encumbrances Land FF&E, Buildings and improvements Land FF&E, Buildings and improvements Land FF&E, Buildings and improvements Total Accumulated Depreciation Construction Date Acquisition Date Income Statement Hilton Washington D.C. $ 107,000 $ 45,721 $ 106,245 $ — $ 38,204 $ 45,721 $ 144,449 $ 190,170 $ 55,116 — 04/2007 (1),(2),(3) Hilton La Jolla, CA 88,000 — 114,614 — 18,271 — 132,885 132,885 52,776 — 04/2007 (1),(2),(3) Marriott Seattle, WA 134,700 31,888 112,176 — 5,988 31,888 118,164 150,052 39,667 — 04/2007 (1),(2),(3) The Notary Hotel Philadelphia, PA 84,600 9,814 94,029 — 38,817 9,814 132,846 142,660 42,713 — 04/2007 (1),(2),(3) Courtyard by Marriott San Francisco, CA 116,300 22,653 72,731 — 63,496 22,653 136,227 158,880 41,636 — 04/2007 (1),(2),(3) Chicago Sofitel Magnificent Mile Chicago, IL 99,400 12,631 140,369 — 12,002 12,631 152,371 165,002 27,573 — 02/2014 (1),(2),(3) Pier House Resort Key West, FL 80,000 59,731 33,011 — 5,421 59,731 38,432 98,163 8,013 — 03/2014 (1),(2),(3) Bardessono Yountville, CA 40,000 — 64,184 — 7,251 — 71,435 71,435 11,893 — 07/2015 (1),(2),(3) Hotel Yountville Yountville, CA 51,000 47,849 48,567 — (465 ) 47,849 48,102 95,951 5,863 — 05/2017 (1),(2),(3) Park Hyatt Beaver Creek Beaver Creek, CO 67,500 89,117 56,383 — 9,638 89,117 66,021 155,138 10,471 — 03/2017 (1),(2),(3) Ritz-Carlton Sarasota, FL 100,000 83,630 99,782 — (8,622 ) 83,630 91,160 174,790 8,767 — 04/2018 (1),(2),(3) Ritz-Carlton St. Thomas, USVI 42,500 25,533 38,467 — 73,667 25,533 112,134 137,667 2,871 — 12/2015 (1),(2),(3) Ritz-Carlton Truckee, CA 54,000 26,731 91,603 — 47 26,731 91,650 118,381 2,393 — 01/2019 (1),(2),(3) Total $ 1,065,000 $ 455,298 $ 1,072,161 $ — $ 263,715 $ 455,298 $ 1,335,876 $ 1,791,174 $ 309,752 __________________ (1) Estimated useful life for buildings is 39 years . (2) Estimated useful life for building improvements is 7.5 years . (3) Estimated useful life for furniture and fixtures is 1.5 to 5 years . Year Ended December 31, 2019 2018 2017 Investment in real estate: Beginning balance $ 1,562,806 $ 1,403,110 $ 1,258,412 Additions 262,541 267,224 287,871 Write-offs (14,445 ) (22,134 ) (6,935 ) Impairment (476 ) (5,885 ) (25,391 ) Sales/disposals (19,252 ) (79,509 ) (110,847 ) Ending balance $ 1,791,174 $ 1,562,806 $ 1,403,110 Accumulated depreciation: Beginning balance 262,905 257,268 243,880 Depreciation expense 69,195 56,884 52,135 Impairment (105 ) (3,570 ) — Write-offs (14,445 ) (22,134 ) (6,935 ) Sales/disposals (7,798 ) (25,543 ) (31,812 ) Ending balance $ 309,752 $ 262,905 $ 257,268 Investment in real estate, net $ 1,481,422 $ 1,299,901 $ 1,145,842 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Combination and Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. Braemar 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 Braemar 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, Braemar OP General Partner LLC (formerly Ashford Prime OP General Partner LLC), its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical consolidated financial statements: • on March 31, 2017, we acquired the Park Hyatt Beaver Creek and on May 11, 2017, we acquired the Hotel Yountville. The operating results of these hotel properties have been included in our results of operations as of their acquisition dates; • on November 1, 2017, we sold the Plano Marriott Legacy Town Center; • on April 4, 2018, we acquired the Ritz-Carlton, Sarasota. The operating results of the hotel property have been included in the results of operations as of its acquisition date; • on June 1, 2018, we sold the Tampa Renaissance; and • on January 15, 2019, we acquired the Ritz-Carlton, Lake Tahoe. The operating results of the hotel property have been included in the results of operations as of its acquisition date. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. |
Restricted Cash | Restricted Cash —Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment (“FF&E”) replacements of approximately 4% to 5% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts. |
Inventories | Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. |
Investments in Hotel Properties, net | Investments in Hotel Properties, net — Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. |
Impairment of Investment in Hotel Properties | Impairment of Investments in Hotel Properties — Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 4. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity —As of December 31, 2019 , we held a 8.6% ownership interest in OpenKey, which is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review our investment in unconsolidated entity 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 our investment. Any impairment is recorded in equity of earnings (loss) in unconsolidated entity. No such impairment was recorded for the years ended December 31, 2019 , 2018 and 2017 . Our investment in unconsolidated entity is considered to be a variable interest in the underlying entity. VIEs, as defined by authoritative accounting guidance, 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. Because we do not have the power and financial responsibility to direct the unconsolidated entity’s activities and operations, we are not considered to be the primary beneficiary of this entity on an ongoing basis and therefore such entity should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. |
Leases | Leases —We determine if an arrangement is a lease at the commencement date. Operating leases, as lessee, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. We currently do not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms used to calculate our right-of-use asset may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Subsequent to the initial recognition, lease liabilities are measured using the effective interest method. The ROU asset is generally reduced utilizing a straight-line method adjusted for the lease liability accretion during the period. We have lease agreements with lease and non-lease components, which under the elected practical expedients under ASC 842, we are not accounting for separately. For certain equipment leases, such as office equipment, copiers and vehicles, we account for the lease and non-lease components as a single lease component. As of January 1, 2019, we recorded operating lease liabilities as well as a corresponding operating lease ROU asset which includes deferred rent and the reclassified intangible assets and intangible liabilities associated with above/below market-rate leases where we are the lessee. |
Intangible Assets and Intangible Liabilities | Intangible Assets, net —Intangible assets, net represents the customer relationships associated with the Ritz-Carlton, Sarasota acquisition, which are amortized using the straight-line method over its expected useful life. See note 20 . |
Derivative Instruments | Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors and flooridors. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master-netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. 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. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. None of our derivative instruments are designated as cash flow hedges. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets” in our consolidated balance sheets. For interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense),” respectively, in our consolidated statements of operations. |
Due to/from Related Parties, net | Due to/from Related Parties, net —Due to/from related parties, net, represent current receivables and payables resulting from transactions related to hotel management with a related party. Due to/from related parties is generally settled within a period not exceeding one year . |
Due to/from Ashford Inc | Due to/from Ashford Inc. —Due to/from Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses as well as other hotel products and services. These payables are generally settled within a period not exceeding one year . |
Due to/from Third-Party Hotel Managers | Due to/from Third-Party Hotel Managers —Due to/from third-party hotel managers primarily consists of amounts due from Marriott related to our cash reserves held at the Marriott corporate level related to our operations, real estate taxes, and other items, as well as current receivables and payables resulting from transactions with other third-party managers related to hotel management. |
Noncontrolling Interests | Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent 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 unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of our consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder for cash or registered shares in certain cases outside of the Company’s control. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in consolidated entities represents an ownership interest of 25% in two hotel properties at December 31, 2019 and 2018 , and is reported in equity in our consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. |
Revenue Recognition | Revenue Recognition — On January 1, 2018, we adopted Topic 606 using the modified retrospective method. As the adoption of this standard did not have a material impact on our consolidated financial statements, no adjustments to opening retained earnings were made as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605 - Revenue Recognition . Rooms revenue represents revenues from the occupancy of our hotel rooms, which is driven by the occupancy and average daily rate. Rooms revenue includes revenue for guest no-shows, day use, and early/late departure fees. The contracts for room stays with customers are generally short in duration and revenues are recognized as services are provided over the course of the hotel stay. Food & Beverage (“F&B”) revenue consists of revenue from the restaurants and lounges at our hotel properties, in-room dining and mini-bars revenue, and banquet/catering revenue from group and social functions. Other F&B revenue may include revenue from audiovisual equipment/services, rental of function rooms, and other F&B related revenues. Revenue is recognized as the services or products are provided. Our hotel properties may employ third parties to provide certain services at the property, for example, audio visual services. We evaluate each of these contracts to determine if the hotel is the principal or the agent in the transaction, and record the revenues as appropriate (i.e. gross vs. net). Other revenue consists of ancillary revenue at the property, including attrition and cancellation fees, condo management fees, resort and destination fees, health center fees, spas, golf, telecommunications, parking, entertainment and other guest services, as well as rental revenue primarily from leased retail outlets at our hotel properties, and membership initiation fees and dues, primarily from club memberships. Cancellation fees are recognized from non-cancellable deposits when the customer provides notification of cancellation in accordance with established management policy time frames. Non-refundable membership initiation fees are recognized over the expected life of an active membership. Taxes specifically collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income is recognized when earned. Prior to the adoption of Topic 606 on January 1, 2018, hotel revenues, including rooms, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, were recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities were not recorded in revenue. |
Other Hotel Expenses | Other Hotel Expenses —Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, hotel-level general and administrative, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. |
Advertising Costs | Advertising Costs —Advertising costs are charged to expense as incurred. For the years ended December 31, 2019 , 2018 and 2017 , we incurred advertising costs of $4.5 million , $3.8 million and $3.4 million , respectively. Advertising costs are included in “other” hotel expenses in our consolidated statements of operations. |
Equity-Based Compensation | Equity-Based Compensation —Prior to the adoption of Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) in the third quarter of 2018, stock/unit-based compensation for non-employees was accounted for at fair value based on the market price of the shares at period end that resulted in recording expense, included in “advisory services fee” and “management fees,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and Performance Long-Term Incentive Plan (“Performance LTIP”) units granted to certain executive officers were accounted for at fair value at period end based on a Monte Carlo simulation valuation model that resulted in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to certain independent directors are recorded at fair value based on the market price of the shares/units at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant and included in “corporate general and administrative” expense in the consolidated statements of operations. After the adoption of ASU 2018-07 in the third quarter of 2018, stock/unit-based compensation for non-employees is measured at the grant date and expensed ratably over the vesting period based on the original measurement as of the grant date. This results in the recording of expense, included in “advisory services fee,” “management fees” and “corporate general and administrative” expense, equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. PSUs and Performance LTIP units granted to certain executive officers vest based on time and market conditions and are measured at the grant date fair value based on a Monte Carlo simulation valuation model. The subsequent expense is then ratably recognized over the service period as the service is rendered regardless of when, if ever, the market conditions are satisfied. This results in recording expense, included in “advisory services fee,” equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. Stock/unit grants to certain independent directors are measured at the grant date based on the market price of the shares/units at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant. |
Depreciation and Amortization | Depreciation and Amortization — Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for FF&E. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales. |
Income Taxes | Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to TRSs. However, Braemar TRS and our USVI TRS are treated as TRSs for U.S. federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to our TRSs using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. See note 19 . The entities that own twelve of our thirteen hotel properties are considered partnerships for U.S. federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the thirteen hotel properties are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be TRSs of Braemar. The entities that operate the two hotel properties owned by a consolidated partnership elected to be treated as TRSs of Ashford Trust in April 2007, when the partnership was acquired by Ashford Trust. As a result of Ashford Trust’s distribution of its remaining common units of Braemar OP and shares of common stock of Braemar on July 27, 2015, the Braemar TRSs revoked their elections to be TRSs of Ashford Trust effective July 29, 2015. The Braemar TRSs remain TRSs of Braemar. The “Income Taxes” topic of the FASB’s ASC addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2015 through 2019 remain subject to potential examination by certain federal and state taxing authorities. |
Income (Loss) Per Share | Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share 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. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards — In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a ROU model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Under the new standard, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-10 affect only narrow aspects of the guidance issued in the amendments in ASU 2016-02, including but not limited to lease residual value guarantee, rate implicit in the lease, lease term and purchase option. The amendments in ASU 2018-11 provide an optional transition method for adoption of the new standard, which allows entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) , Narrow-Scope Improvements for Lessors (“ASU 2018-20”). The amendments create a lessor practical expedient applicable to sales and other similar taxes incurred in connection with a lease, and simplify lessor accounting for lessor costs paid by the lessee. We adopted the standard effective January 1, 2019 on a modified retrospective basis and implemented internal controls to enable the preparation of financial information on adoption. We elected the practical expedients which provide us the option to apply the new guidance at its effective date on January 1, 2019 without having to adjust the comparative prior period financial statements. The package of practical expedients also allowed us to carry forward the historical lease classification. Additionally, in conjunction with the transition from ASC 840 to ASC 842, we elected the practical expedients allowing us not to separate lease and non-lease components and not record leases with an initial term of twelve months or less (“short-term leases”) on the balance sheet across all existing asset classes. The adoption of this standard has resulted in the recognition of ROU assets and lease liabilities primarily related to our ground lease arrangements for which we are the lessee. As of January 1, 2019, we recorded operating lease liabilities of $60.6 million as well as a corresponding operating lease ROU asset of $82.5 million , which includes, among other things, the reclassified intangible assets of $22.3 million . The standard did not have a material impact on our consolidated statements of operations and statements of cash flows. See related disclosures in note 6 . Recently Issued Accounting Standards — In June 2016, the FASB issued 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. Early adoption is permitted for periods beginning after December 15, 2018. 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 2018-19”). 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 are currently evaluating the impact that ASU 2016-13 will have on our consolidated financial statements and related disclosures . 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 will have on our consolidated financial statements and related disclosures. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (in thousands): Year Ended December 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 115,826 $ 37,022 $ 15,930 $ — $ 168,778 Colorado 1 18,209 12,430 10,049 — 40,688 Florida 2 47,166 26,656 16,758 — 90,580 Illinois 1 25,366 7,839 1,565 — 34,770 Pennsylvania 1 26,016 4,738 1,133 — 31,887 Washington 1 29,235 6,633 1,629 — 37,497 Washington, D.C. 1 38,735 16,710 1,840 — 57,285 USVI 1 3,295 3,057 19,770 — 26,122 Corporate entities — — — — 7 7 Total 13 $ 303,848 $ 115,085 $ 68,674 $ 7 $ 487,614 Year Ended December 31, 2018 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 4 $ 89,361 $ 23,874 $ 10,432 $ — $ 123,667 Colorado 1 18,349 12,022 9,921 — 40,292 Florida 2 35,395 19,156 11,290 — 65,841 Illinois 1 25,909 8,173 1,316 — 35,398 Pennsylvania 1 28,107 5,641 1,235 — 34,983 Washington 1 31,688 6,798 1,405 — 39,891 Washington, D.C. 1 39,191 14,752 1,138 — 55,081 USVI 1 6,604 1,379 13,651 — 21,634 Sold hotel properties 1 8,171 2,876 3,564 — 14,611 Total 13 $ 282,775 $ 94,671 $ 53,952 $ — $ 431,398 Year Ended December 31, 2017 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 4 $ 78,346 $ 21,717 $ 8,115 $ — $ 108,178 Colorado 1 8,753 6,904 6,312 — 21,969 Florida 1 17,202 3,454 2,576 — 23,232 Illinois 1 24,841 7,713 748 — 33,302 Pennsylvania 1 26,337 4,600 925 — 31,862 Washington 1 31,409 7,985 1,320 — 40,714 Washington, D.C. 1 42,325 15,685 1,306 — 59,316 USVI 1 23,171 11,845 8,941 — 43,957 Sold hotel properties 2 33,622 16,512 1,241 — 51,375 Corporate entities — — — — 158 158 Total 13 $ 286,006 $ 96,415 $ 31,484 $ 158 $ 414,063 |
Investment in Hotel Propertie_2
Investment in Hotel Properties, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investments in hotel properties | The table below summarizes the total revenue and net income (loss) in our consolidated statements of operations for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 Total revenue $ 43,274 Net income (loss) $ 606 Investments in hotel properties, net consisted of the following (in thousands): December 31, 2019 2018 Land $ 455,298 $ 428,567 Buildings and improvements 1,173,151 989,180 Furniture, fixtures and equipment 129,595 103,025 Construction in progress 33,130 42,034 Total cost 1,791,174 1,562,806 Accumulated depreciation (309,752 ) (262,905 ) Investments in hotel properties, net $ 1,481,422 $ 1,299,901 |
Preliminary estimated fair value of acquisition | We allocated the cost of the acquisition including transaction costs to the individual assets acquired and liabilities assumed on a relative fair value basis, which is considered a Level 3 valuation technique, as noted in the following table (in thousands): Land (1) $ 26,731 Buildings and improvements 89,569 Furniture, fixtures and equipment 2,034 $ 118,334 Capital reserves 6,117 Key money (3,811 ) $ 120,640 Net other assets (liabilities) $ 510 ________ (1) Amount includes the value of a 3.4 -acre parking lot adjacent to the hotel which could be used for future development of luxury town homes. |
Hotel Dispositions (Tables)
Hotel Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Condensed financial information from hotel property | The following table includes the consolidated financial information from these hotel properties (in thousands): Year Ended December 31, 2018 2017 Total hotel revenue $ 14,611 $ 51,375 Total hotel operating expenses (7,431 ) (32,716 ) Property taxes, insurance and other (529 ) (2,255 ) Depreciation and amortization (1,294 ) (7,552 ) Impairment charges (12 ) (10 ) Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties 15,738 23,797 Operating income (loss) 21,083 32,639 Interest expense and amortization of loan costs (791 ) (4,042 ) Write-off of loan costs and exit fees — (2,192 ) Income (loss) before income taxes 20,292 26,405 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (2,277 ) (3,018 ) Income (loss) before income taxes attributable to the Company $ 18,015 $ 23,387 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Balances | As of December 31, 2019 , our leased assets and liabilities consisted of the following (in thousands): December 31, 2019 Assets Operating lease right-of-use assets $ 82,596 Liabilities Operating lease liabilities $ 61,118 |
Lease Cost and Other Information | We incurred the following lease costs related to our operating leases (in thousands): Year ended Classification December 31, 2019 Operating lease cost (1) Hotel operating expenses - other $ 5,834 _______________________________________ (1) For the year ended December 31, 2019 , operating lease cost includes approximately $1.4 million of variable lease cost associated with the ground leases and $651,000 of amortization costs related to the intangible assets that were reclassified to “operating lease right-of-use assets” upon adoption of ASC 842. Short-term lease costs in aggregate are immaterial. Other information related to leases is as follows: Year ended December 31, 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 3,223 Weighted Average Remaining Lease Term Operating leases (1) 47 years Weighted Average Discount Rate Operating leases (1) 4.98 % _______________________________________ (1) Calculated using the lease term, excluding extension options, and discount rates of the ground leases. |
Maturities of Operating Lease Liabilities | Future minimum lease payments due under non-cancellable leases as of December 31, 2019 were as follows (in thousands): Operating Leases 2020 $ 3,258 2021 3,269 2022 3,224 2023 3,227 2024 3,226 Thereafter 148,440 Total future minimum lease payments 164,644 Less: interest (103,526 ) Present value of operating lease liabilities $ 61,118 |
Future Minimum Lease Payments | Future minimum lease payments due under non-cancellable leases under ASC 840 as of December 31, 2018 were as follows (in thousands): 2019 $ 3,161 2020 3,156 2021 3,152 2022 3,164 2023 3,177 Thereafter 151,244 Total $ 167,054 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized financial information | The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2019 December 31, 2018 Carrying value of the investment in OpenKey (in thousands) $ 1,899 $ 1,766 Ownership interest in OpenKey 8.6 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2019 2018 Equity in earnings (loss) of unconsolidated entity $ (199 ) $ (234 ) The following tables summarize the condensed consolidated balance sheet as of December 31, 2018 , and the condensed consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheet December 31, 2018 Total assets $ 379,005 Total liabilities $ 108,726 Series B Convertible Preferred Stock 200,847 Redeemable noncontrolling interests 3,531 Total stockholders’ equity of Ashford Inc. 65,443 Noncontrolling interests in consolidated entities 458 Total equity 65,901 Total liabilities and equity $ 379,005 Our investment in Ashford Inc., at fair value $ 10,114 Ashford Inc. Condensed Consolidated Statements of Operations Year Ended December 31, 2019 2018 2017 Total revenue $ 291,250 $ 195,520 $ 81,573 Total operating expenses (302,480 ) (196,359 ) (92,095 ) Operating income (loss) (11,230 ) (839 ) (10,522 ) Equity in earnings (loss) of unconsolidated entities (286 ) — — Realized and unrealized gain (loss) on investments, net — — (91 ) Interest expense and amortization of loan cost (2,367 ) (1,200 ) (122 ) Other income (expense) 49 (505 ) 264 Income tax (expense) benefit (1,540 ) 10,364 (9,723 ) Net income (loss) (15,374 ) 7,820 (20,194 ) (Income) loss from consolidated entities attributable to noncontrolling interests 536 924 358 Net (income) loss attributable to redeemable noncontrolling interests 983 1,438 1,484 Net income (loss) attributable to Ashford Inc. $ (13,855 ) $ 10,182 $ (18,352 ) Preferred dividends (14,435 ) (4,466 ) — Amortization of preferred stock discount (1,928 ) (730 ) — Net income attributable to common stockholders $ (30,218 ) $ 4,986 $ (18,352 ) Our realized gain (loss) on investment in Ashford Inc. $ (13,424 ) $ — $ — Our unrealized gain (loss) on investment in Ashford Inc. $ 7,872 $ (8,010 ) $ 9,717 The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2019 2018 2017 (Income) loss from consolidated entities attributable to noncontrolling interests $ (2,032 ) $ (2,016 ) $ (3,264 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | The following tables present 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) Counterparty and Cash Collateral Netting (1) Total December 31, 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1 $ — $ 52 $ 53 Interest rate derivatives - caps — 1 — — 1 Credit default swaps — (550 ) — 1,078 528 Total $ — $ (548 ) $ — $ 1,130 $ 582 (2) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2018 Assets Derivative assets: Interest rate derivatives - floors $ — $ 76 $ — $ 73 $ 149 Interest rate derivatives - caps — 20 — — 20 Credit default swaps — 546 — 57 603 — 642 — 130 772 (2) Non-derivative assets: Investment in Ashford Inc. $ 10,114 $ — $ — $ — $ 10,114 Total $ 10,114 $ 642 $ — $ 130 $ 10,886 __________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported as “derivative assets” in our consolidated balance sheets. |
Effect of fair value measured assets and liabilities on consolidated statements of operations | The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2019 2018 2017 Assets Derivative assets: Interest rate derivatives - floors $ (152 ) $ (179 ) $ (1,113 ) Interest rate derivatives - caps (134 ) (347 ) (371 ) Credit default swaps (1,095 ) (1) 444 (1 ) (785 ) (1 ) Options on futures contracts — — (58 ) Total derivative assets $ (1,381 ) $ (82 ) $ (2,327 ) Non-derivative assets: Investment in Ashford Inc. $ (5,552 ) $ (8,010 ) $ 9,717 Total (6,933 ) (8,092 ) 7,390 Total combined Interest rate derivatives - floors $ 126 $ (179 ) $ (1,113 ) Interest rate derivatives - caps (134 ) (347 ) (371 ) Credit default swaps (1,095 ) 444 (785 ) Options on futures contracts — — 213 Unrealized gain (loss) on derivatives (1,103 ) (82 ) (2,056 ) Realized gain (loss) on options interest rate floors (278 ) (2) — — Realized gain (loss) on options on futures contracts — — (271 ) (2) Unrealized gain (loss) on investment in Ashford Inc. 7,872 (8,010 ) 9,717 Realized gain (loss) on investment in Ashford Inc. (13,424 ) (2) — — Net $ (6,933 ) $ (8,092 ) $ 7,390 __________________ (1) Excludes costs of $253 , $253 and $106 associated with credit default swaps for the years ended December 31, 2019 , 2018 and 2017, respectively, which is included in “other income (expense)” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2019 December 31, 2018 Indebtedness Collateral Maturity Interest Rate Debt Balance Book Value of Collateral Debt Balance Book Value of Collateral Secured revolving credit facility (3) Equity October 2022 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) + 2.25% to 3.50% $ — $ — $ — $ — Mortgage loan (4) Capital Hilton November 2019 LIBOR (1) + 2.65% — — 187,086 223,164 Hilton La Jolla Torrey Pines Mortgage loan (5) Ritz-Carlton, St. Thomas December 2019 LIBOR (1) + 4.95% — — 42,000 64,683 Mortgage loan (6) Pier House Resort March 2020 LIBOR (1) + 2.25% — — 70,000 88,018 Mortgage loan (7) Park Hyatt Beaver Creek April 2020 LIBOR (1) + 2.75% 67,500 144,667 67,500 143,517 Mortgage Loan (8) The Notary Hotel June 2020 LIBOR (1) + 2.16% 435,000 465,005 435,000 450,266 Courtyard San Francisco Downtown Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (5) Ritz-Carlton, St. Thomas August 2021 LIBOR (1) + 4.95% 42,500 134,796 — — Mortgage loan Hotel Yountville May 2022 LIBOR (1) + 2.55% 51,000 90,088 51,000 92,789 Mortgage loan Bardessono Hotel August 2022 LIBOR (1) + 2.55% 40,000 59,542 40,000 58,425 Mortgage loan Ritz-Carlton, Sarasota April 2023 LIBOR (1) + 2.65% 100,000 166,023 100,000 179,039 Mortgage loan Ritz-Carlton, Lake Tahoe January 2024 LIBOR (1) + 2.10% 54,000 115,988 — — Mortgage loan (4) Capital Hilton February 2024 LIBOR (1) + 1.70% 195,000 215,163 — — Hilton La Jolla Torrey Pines Mortgage loan (6) Pier House Resort September 2024 LIBOR (1) + 1.85% 80,000 90,150 — — 1,065,000 1,481,422 992,586 1,299,901 Deferred loan costs, net (6,514 ) — (6,713 ) — Indebtedness, net $ 1,058,486 $ 1,481,422 $ 985,873 $ 1,299,901 __________________ (1) LIBOR rates were 1.763% and 2.503% at December 31, 2019 and 2018 , respectively. (2) Base Rate, as defined in the secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% , or (iii) LIBOR + 1.0% . (3) On October 25, 2019, we amended our secured revolving credit facility with a borrowing capacity of $100.0 million set to mature in November 2019, with a new secured revolving credit facility with a borrowing capacity of $75.0 million set to mature in October 2022. The new secured revolving credit facility has two one -year extension options, subject to the satisfaction of certain conditions. (4) On January 22, 2019, we refinanced our mortgage loan with an outstanding balance of $186.8 million with a new $195.0 million mortgage loan with a five -year term. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 1.70% . (5) On August 5, 2019, we amended our mortgage loan totaling $42.0 million . The amended mortgage loan totaling $42.5 million has a two -year initial term and three one -year extension options, subject to the satisfaction of certain conditions. The amended mortgage loan is interest only and bears interest at a rate of LIBOR + 4.95% . (6) On September 30, 2019, we refinanced our mortgage loan totaling $70.0 million with a new $80.0 million mortgage loan with a five -year term. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 1.85% . (7) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in April 2019. (8) This mortgage loan has five one -year extension options, subject to satisfaction of certain conditions. |
Schedule of Maturities of Long-term Debt | Maturities and scheduled amortization of indebtedness as of December 31, 2019 for each of the following five years and thereafter are as follows (in thousands): 2020 $ 502,500 2021 43,000 2022 92,000 2023 98,500 2024 329,000 Thereafter — Total $ 1,065,000 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the interest rate derivatives we entered into over the applicable periods: Year Ended December 31, Interest rate caps 2019 2018 2017 Notional amount (in thousands) $ 391,000 $ 727,000 $ 844,200 Strike rate low end of range 3.00 % 2.43 % 3.00 % Strike rate high end of range 7.80 % 7.80 % 11.61 % Effective date range January 2019 - December 2019 February 2018 - December 2018 January 2017 - December 2017 Termination date range March 2020 - October 2021 March 2019 - June 2020 March 2018 - September 2019 Total cost of interest rate caps (in thousands) $ 115 $ 362 $ 375 Interest rate floors Notional amount (in thousands) $ 2,000,000 $ 4,000,000 $ 3,850,000 Strike rate low end of range 1.63 % 1.38 % 1.00 % Strike rate high end of range 1.63 % 2.00 % 1.50 % Effective date January 2019 July 2018 September 2017 - December 2017 Termination date range March 2020 June 2019 - September 2019 March 2019 - June 2019 Total cost of interest rate floors (in thousands) $ 75 $ 138 $ 140 _______________ No instruments were designated as cash flow hedges Interest rate derivatives consisted of the following: Interest rate caps (1) December 31, 2019 December 31, 2018 Notional amount (in thousands) $ 968,000 $ 1,292,500 Strike rate low end of range 3.00 % 2.43 % Strike rate high end of range 7.80 % 11.61 % Termination date range January 2020 - October 2021 January 2019 - June 2020 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 870,000 $ 805,500 Interest rate floors (1) (2) Notional amount (in thousands) $ 5,000,000 $ 10,850,000 Strike rate low end of range (0.25 )% (0.25 )% Strike rate high end of range 1.63 % 2.00 % Termination date range March 2020 - July 2020 March 2019 - July 2020 _______________ (1) No instruments were 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. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Carrying amounts and estimated fair values of financial instruments not measured at fair value | The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): December 31, 2019 December 31, 2018 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ — $ — $ 10,114 $ 10,114 Derivative assets 582 582 772 772 Financial assets not measured at fair value: Cash and cash equivalents $ 71,995 $ 71,995 $ 182,578 $ 182,578 Restricted cash 58,388 58,388 75,910 75,910 Accounts receivable, net 19,053 19,053 12,739 12,739 Due from related parties, net 551 551 — — Due from third-party hotel managers 16,638 16,638 4,927 4,927 Financial liabilities not measured at fair value: Indebtedness $ 1,065,000 $1,003,863 to $1,109,532 $ 992,586 $936,904 to $1,035,526 Accounts payable and accrued expenses 94,919 94,919 64,116 64,116 Dividends and distributions payable 9,143 9,143 8,514 8,514 Due to Ashford Inc. 4,344 4,344 4,001 4,001 Due to related parties, net — — 224 224 Due to third-party hotel managers 1,685 1,685 1,633 1,633 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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): Year Ended December 31, 2019 2018 2017 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ 371 $ 1,320 $ 23,022 Less: Dividends on preferred stock (10,142 ) (7,205 ) (6,795 ) Less: Dividends on common stock (24,145 ) (20,495 ) (20,179 ) Less: Dividends on unvested performance stock units (261 ) 114 (138 ) Less: Dividends on unvested restricted shares (405 ) (314 ) (267 ) Undistributed net income (loss) allocated to common stockholders (34,582 ) (26,580 ) (4,357 ) Add back: Dividends on common stock 24,145 20,495 20,179 Distributed and undistributed net income (loss)—basic $ (10,437 ) $ (6,085 ) $ 15,822 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership — — 2,038 Distributed and undistributed net income (loss)—diluted $ (10,437 ) $ (6,085 ) $ 17,860 Weighted average common shares outstanding: Weighted average common shares outstanding — basic 32,289 31,944 30,473 Effect of assumed conversion of operating partnership units — — 4,233 Weighted average common shares outstanding — diluted 32,289 31,944 34,706 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ (0.32 ) $ (0.19 ) $ 0.52 Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ (0.32 ) $ (0.19 ) $ 0.51 |
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 the adjustments for the following items (in thousands): Year Ended December 31, 2019 2018 2017 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 405 $ 314 $ 267 Income (loss) allocated to unvested performance stock units 261 (114 ) 138 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (1,207 ) (751 ) — Dividends on preferred stock - Series B 6,842 6,829 6,795 Total $ 6,301 $ 6,278 $ 7,200 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 51 55 77 Effect of unvested performance stock units 193 48 — Effect of assumed conversion of operating partnership units 4,219 4,159 — Effect of assumed conversion of preferred stock - Series B 6,581 6,569 6,064 Total 11,044 10,831 6,141 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Compensation expense | The following table presents compensation expense for Performance LTIP units and LTIP units (in thousands): Year Ended December 31, Type Line Item 2019 2018 2017 Performance LTIP units Advisory services fee $ 1,144 $ 785 $ (1,630 ) (1) LTIP units Advisory services fee 1,354 976 405 LTIP units - independent directors Corporate, general and administrative 103 61 64 Total $ 2,601 $ 1,822 $ (1,161 ) ____________________________________ (1) The credit to compensation expense is a result of lower fair values as compared to prior periods. |
Redeemable noncontrolling interest | The following table presents the common units redeemed and the fair value upon redemption (in thousands): Year Ended December 31, Line Item 2019 2018 2017 Common units converted to common stock 165 — 194 Fair value of common units converted $ 2,201 $ — $ 1,761 The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: December 31, 2019 December 31, 2018 Redeemable noncontrolling interests in Braemar OP $ 41,570 $ 44,885 Adjustments to redeemable noncontrolling interests (1) $ 65 $ 23 Ownership percentage of operating partnership 10.96 % 11.22 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs . |
Summary of the activity of the operating partnership units | A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Units outstanding at beginning of year 4,833 4,790 4,943 LTIP units issued 91 144 149 Performance LTIP units issued 60 211 281 Units redeemed for shares of common stock (165 ) — (194 ) Performance LTIP units cancelled (281 ) (312 ) (389 ) Units outstanding at end of year 4,538 4,833 4,790 Units convertible/redeemable at end of year 4,027 4,045 4,028 We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to the holders of common units and holders of LTIP units, which are recorded as a reduction of redeemable noncontrolling interests in operating partnership, as illustrated in the table below (in thousands): Year Ended December 31, 2019 2018 2017 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 1,207 $ 751 $ (2,038 ) Aggregate distributions to holders of common units, LTIP units and Performance LTIP units 3,050 2,854 2,791 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Dividends declared | Dividends —The following table summarizes the dividends declared during the period (in thousands): Year Ended December 31, 2019 2018 2017 Common stock $ 21,302 $ 20,695 $ 20,623 Preferred stock: Series D cumulative preferred stock 3,300 376 — Total dividends declared $ 24,602 $ 21,071 $ 20,623 The following table summarizes dividends declared (in thousands): Year Ended December 31, 2019 2018 2017 Series B Convertible Preferred Stock $ 6,842 $ 6,829 $ 6,795 |
Summarized financial information | The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2019 December 31, 2018 Carrying value of the investment in OpenKey (in thousands) $ 1,899 $ 1,766 Ownership interest in OpenKey 8.6 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2019 2018 Equity in earnings (loss) of unconsolidated entity $ (199 ) $ (234 ) The following tables summarize the condensed consolidated balance sheet as of December 31, 2018 , and the condensed consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheet December 31, 2018 Total assets $ 379,005 Total liabilities $ 108,726 Series B Convertible Preferred Stock 200,847 Redeemable noncontrolling interests 3,531 Total stockholders’ equity of Ashford Inc. 65,443 Noncontrolling interests in consolidated entities 458 Total equity 65,901 Total liabilities and equity $ 379,005 Our investment in Ashford Inc., at fair value $ 10,114 Ashford Inc. Condensed Consolidated Statements of Operations Year Ended December 31, 2019 2018 2017 Total revenue $ 291,250 $ 195,520 $ 81,573 Total operating expenses (302,480 ) (196,359 ) (92,095 ) Operating income (loss) (11,230 ) (839 ) (10,522 ) Equity in earnings (loss) of unconsolidated entities (286 ) — — Realized and unrealized gain (loss) on investments, net — — (91 ) Interest expense and amortization of loan cost (2,367 ) (1,200 ) (122 ) Other income (expense) 49 (505 ) 264 Income tax (expense) benefit (1,540 ) 10,364 (9,723 ) Net income (loss) (15,374 ) 7,820 (20,194 ) (Income) loss from consolidated entities attributable to noncontrolling interests 536 924 358 Net (income) loss attributable to redeemable noncontrolling interests 983 1,438 1,484 Net income (loss) attributable to Ashford Inc. $ (13,855 ) $ 10,182 $ (18,352 ) Preferred dividends (14,435 ) (4,466 ) — Amortization of preferred stock discount (1,928 ) (730 ) — Net income attributable to common stockholders $ (30,218 ) $ 4,986 $ (18,352 ) Our realized gain (loss) on investment in Ashford Inc. $ (13,424 ) $ — $ — Our unrealized gain (loss) on investment in Ashford Inc. $ 7,872 $ (8,010 ) $ 9,717 The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2019 2018 2017 (Income) loss from consolidated entities attributable to noncontrolling interests $ (2,032 ) $ (2,016 ) $ (3,264 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Compensation cost | The following table summarizes the compensation expense for PSUs (in thousands): Year Ended December 31, Line Item 2019 2018 2017 Advisory services fee $ 2,439 $ 2,443 $ (1,375 ) The following table summarizes the stock-based compensation expense for restricted stock units (in thousands): Year Ended December 31, Line Item 2019 2018 2017 Advisory services fee $ 2,468 $ 2,277 $ 916 Management fees 155 219 92 Corporate general and administrative - Premier 72 — — Corporate general and administrative - independent directors 208 243 201 $ 2,903 $ 2,739 $ 1,209 |
Summary of restricted stock activity | A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2019 2018 2017 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 441 $ 10.91 420 $ 11.87 360 $ 12.90 Restricted shares granted 261 12.68 257 9.90 198 10.78 Restricted shares vested (198 ) 10.75 (229 ) 11.54 (131 ) 13.05 Restricted shares canceled (7 ) 11.59 (7 ) 10.50 (7 ) 11.81 Outstanding at end of year 497 $ 11.89 441 $ 10.91 420 $ 11.87 |
Summary of PSUs activity | A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2019 2018 2017 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 316 $ 12.29 381 $ 11.97 417 $ 14.80 PSUs granted 223 19.96 197 13.43 119 10.42 PSUs canceled (119 ) 10.42 (262 ) 12.67 (155 ) 18.40 Outstanding at end of year 420 $ 16.91 316 $ 12.29 381 $ 11.97 |
5.50% Series B Cumulative Con_2
5.50% Series B Cumulative Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Issuance activity | The issuance activity is summarized below (in thousands): Year Ended December 31, 2019 Series B Convertible Preferred Stock shares issued 42 Gross proceeds received $ 809 Commissions and other expenses 12 Net proceeds $ 797 |
Dividends declared | Dividends —The following table summarizes the dividends declared during the period (in thousands): Year Ended December 31, 2019 2018 2017 Common stock $ 21,302 $ 20,695 $ 20,623 Preferred stock: Series D cumulative preferred stock 3,300 376 — Total dividends declared $ 24,602 $ 21,071 $ 20,623 The following table summarizes dividends declared (in thousands): Year Ended December 31, 2019 2018 2017 Series B Convertible Preferred Stock $ 6,842 $ 6,829 $ 6,795 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2019 2018 2017 Income tax (expense) benefit at federal statutory income tax rate of 21% in 2019 and 2018 and 35% in 2017 $ (6,509 ) $ (3,452 ) $ 10 State income tax (expense) benefit, net of U.S. federal income tax benefit 107 (248 ) (100 ) Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act (1) — — (10,974 ) State and local income tax (expense) benefit on pass-through entity subsidiaries (16 ) (64 ) (87 ) Gross receipts and margin taxes (67 ) (100 ) (143 ) Benefit of USVI Economic Development Commission credit 5,614 950 181 Other 16 (311 ) 89 Valuation allowance (909 ) 793 11,546 Total income tax (expense) benefit $ (1,764 ) $ (2,432 ) $ 522 ________ (1) Partially offset within change in valuation allowance. |
Schedule of components of income tax expense (benefit) | The components of income tax expense are as follows (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ (765 ) $ (2,536 ) $ 1,354 State (235 ) (703 ) (217 ) Total current income tax (expense) benefit (1,000 ) (3,239 ) 1,137 Deferred: Federal (357 ) (80 ) (461 ) State (407 ) 887 (154 ) Total deferred income tax (expense) benefit (764 ) 807 (615 ) Total income tax (expense) benefit $ (1,764 ) $ (2,432 ) $ 522 |
Schedule of deferred tax assets and liabilities | At December 31, 2019 and 2018 , our net deferred tax asset, included in “other assets,” and net deferred tax liability, included in “accounts payable and accrued expenses,” respectively, on our consolidated balance sheets, consisted of the following (in thousands): December 31, 2019 2018 Deferred tax assets (liabilities): Tax intangibles basis greater than book basis $ 1,101 $ 828 Allowance for doubtful accounts 36 25 Unearned income 469 225 Federal and state net operating losses 13,344 13,526 Capital Loss Carryforward 192 — Other (4 ) 101 Accrued expenses 659 511 Tax property basis greater than book basis (2,910 ) 1,320 Prepaid expenses (2,377 ) (2,360 ) Net deferred tax asset 10,510 14,176 Valuation allowance (11,581 ) (14,483 ) Net deferred tax asset (liability) $ (1,071 ) $ (307 ) |
Summary of valuation allowance | The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of year $ 14,483 $ 15,422 $ 26,968 Additions — — 104 Deductions (2,902 ) (939 ) (11,650 ) Balance at end of year $ 11,581 $ 14,483 $ 15,422 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table presents the fees related to our hotel and project management agreements with Remington Lodging prior to its transactions with Ashford Inc. (in thousands): Year Ended December 31, 2019 2018 2017 Hotel management fees, including incentive hotel management fees $ 1,738 $ 1,762 $ 1,748 Market service and project management fees — 3,328 3,972 Corporate general and administrative 297 333 286 Total $ 2,035 $ 5,423 $ 6,006 The following tables summarize the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the amounts recorded by us for those services and the applicable classification on our consolidated financial statements (in thousands): Year Ended December 31, 2019 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 135 $ — $ — $ — $ — $ — $ 135 $ — $ — $ — J&S Audio Visual Audio visual services 560 — — 560 — — — — — — Lismore Capital Debt placement services 1,208 — (995 ) — — — — — — 213 OpenKey Mobile key app 34 — — — 34 — — — — — Premier Project management services 10,123 9,584 — — — — — 539 — — Pure Wellness Hypoallergenic premium rooms 194 148 — — 46 — — — — — RED Leisure Watersports activities and travel/transportation services 946 — — — 946 — — — — — Remington Hotels Hotel management services (3) 572 — — — 323 249 — — — — Year Ended December 31, 2018 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Expenses Corporate General and Administrative Ashford LLC Insurance claims services $ 137 $ — $ — $ — $ 137 Lismore Capital Debt placement services 999 — (999 ) — — OpenKey Mobile key app 33 12 — 21 — Pure Wellness Hypoallergenic premium rooms 265 228 — 37 — Premier Project management services 3,958 3,958 — — — RED Leisure Watersports activities and travel/transportation services 720 — — 720 — Year Ended December 31, 2017 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Expenses Corporate General and Administrative Lismore Capital Debt placement services $ 224 $ — $ (224 ) $ — $ — OpenKey Mobile key app 10 — — 10 — Pure Wellness Hypoallergenic premium rooms 45 45 — — — ________ (1) Recorded in FF&E and depreciated over the estimated useful life. (2) Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement. (3) Other hotel expenses include incentive hotel management fees and other hotel management costs. The following table summarizes the components of due to Ashford Inc. (in thousands): Due to Ashford Inc. Company Product or Service December 31, 2019 December 31, 2018 Ashford LLC Advisory services $ 1,606 $ 2,264 Ashford LLC Insurance claims services 44 37 J&S Audio Visual Audio visual services 173 — OpenKey Mobile key app — 13 Pure Wellness Hypoallergenic premium rooms 3 30 Premier Project management services 2,433 1,657 RED Leisure Watersports activities and travel/transportation services 85 — $ 4,344 $ 4,001 The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2019 2018 2017 Advisory services fee Base advisory fee $ 10,834 $ 9,424 $ 8,800 Reimbursable expenses (1) 2,289 2,072 2,017 Equity-based compensation (2) 7,404 6,481 (1,683 ) Incentive fee — 2,035 — Total $ 20,527 $ 20,012 $ 9,134 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, net and Intangible Liabilities, net [Abstract] | |
Schedule of intangible assets, net | Intangible assets, net consisted of the following (in thousands): December 31, 2019 2018 Cost $ 5,682 $ 29,732 Accumulated amortization (663 ) (2,054 ) $ 5,019 $ 27,678 |
Schedule of finite-lived intangible assets, future amortization expense | Estimated future amortization expense for intangible assets, net for each of the next five years and thereafter is as follows (in thousands): Intangible Assets, net 2020 $ 379 2021 379 2022 379 2023 379 2024 379 Thereafter 3,124 Total $ 5,019 |
Below market lease, future amortization income | Estimated future amortization expense for intangible assets, net for each of the next five years and thereafter is as follows (in thousands): Intangible Assets, net 2020 $ 379 2021 379 2022 379 2023 379 2024 379 Thereafter 3,124 Total $ 5,019 |
Selected Financial Quarterly _2
Selected Financial Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of the quarterly results of operations | The following is a summary of the quarterly results of operations for the years ended December 31, 2019 and 2018 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2019 Total revenue $ 128,513 $ 118,516 $ 118,884 $ 121,701 $ 487,614 Total operating expenses 114,433 105,807 110,401 117,734 448,375 Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties — 9 (1,163 ) 26,319 25,165 Operating income (loss) 14,080 12,718 7,320 30,286 64,404 Net income (loss) (1,322 ) (5,623 ) (8,954 ) 17,095 1,196 Net income (loss) attributable to the Company (981 ) (4,510 ) (9,388 ) 15,250 371 Net income (loss) attributable to common stockholders (3,513 ) (7,042 ) (11,921 ) 12,705 (9,771 ) Diluted income (loss) attributable to common stockholders per share $ (0.11 ) $ (0.22 ) $ (0.37 ) $ 0.36 $ (0.32 ) (1 ) Weighted average diluted common shares 32,115 32,307 32,347 38,995 32,289 2018 Total revenue $ 102,489 $ 121,118 $ 108,846 $ 98,945 $ 431,398 Total operating expenses 88,201 99,702 97,623 95,785 381,311 Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties — 15,711 — 27 15,738 Operating income (loss) 14,288 37,127 11,223 3,187 65,825 Net income (loss) 4,270 12,854 (626 ) (13,913 ) 2,585 Net income (loss) attributable to the Company 4,020 11,530 (1,869 ) (12,361 ) 1,320 Net income (loss) attributable to common stockholders 2,313 9,822 (3,576 ) (14,444 ) (5,885 ) Diluted income (loss) attributable to common stockholders per share $ 0.07 $ 0.29 $ (0.12 ) $ (0.44 ) $ (0.19 ) (1 ) Weighted average diluted common shares 31,683 38,588 32,023 32,058 31,944 _________________ (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2019 and 2018 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Organization and Description _2
Organization and Description of Business (Details) | Dec. 31, 2019hotelstate |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 13 |
Number of states in which entity operates | state | 6 |
Number of rooms | 3,722 |
Number of rooms, net | 3,487 |
Wholly Owned Properties | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 11 |
Consolidated Properties | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 2 |
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 12 |
US Virgin Islands Taxable REIT Subsidiary | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 1 |
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 10 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended | ||||
Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Mar. 28, 2018 | |
Significant Accounting Policies [Line Items] | |||||
Period for settlement due to and from affiliates maximum | 1 year | ||||
Ownership percentage of operating partnership | 25.00% | ||||
Number of hotel properties | hotel | 13 | ||||
Advertising costs | $ 4,500,000 | $ 3,800,000 | $ 3,400,000 | ||
Operating lease liabilities | 61,118,000 | ||||
Operating lease right-of-use assets | $ 82,596,000 | ||||
ASU 2016-02 | |||||
Significant Accounting Policies [Line Items] | |||||
Operating lease liabilities | $ 60,600,000 | ||||
Operating lease right-of-use assets | 82,500,000 | ||||
Derecognized intangible assets | $ 22,300,000 | ||||
Partially Owned Properties | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 2 | ||||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 12 | ||||
Consolidated Properties | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 2 | ||||
OpenKey | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 8.60% | 8.20% | 8.20% | ||
Equity method investment impairment | $ 0 | $ 0 | $ 0 | ||
Minimum | Building and Building Improvements | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 7 years 6 months | ||||
Minimum | Furniture, Fixtures, and Equipment | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 1 year 6 months | ||||
Minimum | Restricted Cash | |||||
Significant Accounting Policies [Line Items] | |||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 4.00% | ||||
Maximum | Building and Building Improvements | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 39 years | ||||
Maximum | Furniture, Fixtures, and Equipment | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years | ||||
Maximum | Restricted Cash | |||||
Significant Accounting Policies [Line Items] | |||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 5.00% |
Revenue (Details)
Revenue (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($)hotel | Dec. 31, 2017USD ($)hotel | |
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 13 | ||
Total revenue | $ 487,614 | $ 431,398 | $ 414,063 |
Insurance deductible | 4,900 | ||
Bardessono Hotel and Hotel Yountville | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from business interruption losses | 0 | 1,900 | |
Insurance deductible | 500 | 500 | |
Renaissance Tampa | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from business interruption losses | 0 | 3,400 | |
Other Hotel Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from business interruption losses | $ 19,300 | $ 13,900 | $ 4,100 |
California | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 5 | 4 | 4 |
Total revenue | $ 168,778 | $ 123,667 | $ 108,178 |
Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 40,688 | $ 40,292 | $ 21,969 |
Florida | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 2 | 2 | 1 |
Total revenue | $ 90,580 | $ 65,841 | $ 23,232 |
Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 34,770 | $ 35,398 | $ 33,302 |
Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 31,887 | $ 34,983 | $ 31,862 |
Washington | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 37,497 | $ 39,891 | $ 40,714 |
Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 57,285 | $ 55,081 | $ 59,316 |
USVI | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 26,122 | $ 21,634 | $ 43,957 |
Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 2 | |
Total revenue | $ 14,611 | $ 51,375 | |
Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 0 | 0 | |
Total revenue | $ 7 | $ 158 | |
Total hotel revenue | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 13 | 13 | 13 |
Rooms | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 303,848 | $ 282,775 | $ 286,006 |
Rooms | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 115,826 | 89,361 | 78,346 |
Rooms | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 18,209 | 18,349 | 8,753 |
Rooms | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 47,166 | 35,395 | 17,202 |
Rooms | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 25,366 | 25,909 | 24,841 |
Rooms | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 26,016 | 28,107 | 26,337 |
Rooms | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 29,235 | 31,688 | 31,409 |
Rooms | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 38,735 | 39,191 | 42,325 |
Rooms | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,295 | 6,604 | 23,171 |
Rooms | Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 8,171 | 33,622 | |
Rooms | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | |
Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 115,085 | 94,671 | 96,415 |
Food and beverage | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 37,022 | 23,874 | 21,717 |
Food and beverage | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 12,430 | 12,022 | 6,904 |
Food and beverage | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 26,656 | 19,156 | 3,454 |
Food and beverage | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 7,839 | 8,173 | 7,713 |
Food and beverage | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,738 | 5,641 | 4,600 |
Food and beverage | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,633 | 6,798 | 7,985 |
Food and beverage | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 16,710 | 14,752 | 15,685 |
Food and beverage | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,057 | 1,379 | 11,845 |
Food and beverage | Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,876 | 16,512 | |
Food and beverage | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | |
Other Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 68,674 | 53,952 | 31,484 |
Other Hotel | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 15,930 | 10,432 | 8,115 |
Other Hotel | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 10,049 | 9,921 | 6,312 |
Other Hotel | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 16,758 | 11,290 | 2,576 |
Other Hotel | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,565 | 1,316 | 748 |
Other Hotel | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,133 | 1,235 | 925 |
Other Hotel | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,629 | 1,405 | 1,320 |
Other Hotel | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,840 | 1,138 | 1,306 |
Other Hotel | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 19,770 | 13,651 | 8,941 |
Other Hotel | Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,564 | 1,241 | |
Other Hotel | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 7 | 0 | 158 |
Other | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 0 | 0 | |
Other | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 7 | $ 158 |
Investment in Hotel Propertie_3
Investment in Hotel Properties, net (Details) $ in Thousands | Jan. 15, 2019USD ($)aroom | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 04, 2018room |
Preliminary estimated fair value of acquisition | |||||
Land | $ 455,298 | $ 428,567 | |||
Buildings and improvements | 1,173,151 | 989,180 | |||
Furniture, fixtures and equipment | 129,595 | 103,025 | |||
Construction in progress | 33,130 | 42,034 | |||
Total cost | 1,791,174 | 1,562,806 | |||
Accumulated depreciation | (309,752) | (262,905) | |||
Investments in hotel properties, net | 1,481,422 | 1,299,901 | |||
Cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes | 1,300,000 | 1,300,000 | |||
Depreciation | $ 69,500 | 56,800 | $ 52,100 | ||
Number of rooms | hotel | 3,722 | ||||
Transaction costs | $ 704 | 949 | 6,678 | ||
Long-term debt, gross | 1,065,000 | 992,586 | |||
Total revenue | 487,614 | 431,398 | 414,063 | ||
Net income (loss) | 1,196 | 2,585 | 28,324 | ||
Impairment charges | 0 | 71 | 1,068 | ||
Anticipated insurance recoveries | 3,800 | ||||
Insurance receivable | 8,800 | ||||
Insurance deductible | 4,900 | ||||
Proceeds for business interruption losses | 11,100 | ||||
Reimbursement of incurred expense | 3,300 | ||||
Deductible | 1,100 | ||||
Reduction to insurance receivable | 3,700 | ||||
Proceeds from insurance settlement | 36,600 | 48,100 | |||
Liability for excess sum of impairment remediation expense and business interruption | 2,200 | 17,100 | |||
Other Hotel Revenue | |||||
Preliminary estimated fair value of acquisition | |||||
Proceeds for business interruption losses | 4,100 | ||||
Revenue from business interruption losses | 19,300 | 13,900 | $ 4,100 | ||
Gain upon settlement of insurance claim | 26,200 | ||||
Mortgages | Mortgage loan 10 | |||||
Preliminary estimated fair value of acquisition | |||||
Number of rooms | room | 266 | ||||
Long-term debt, gross | $ 54,000 | ||||
Ritz-Carlton, Lake Tahoe | |||||
Preliminary estimated fair value of acquisition | |||||
Land | 26,731 | ||||
Buildings and improvements | 89,569 | ||||
Furniture, fixtures and equipment | 2,034 | ||||
Total cost | 118,334 | ||||
Capital reserves | 6,117 | ||||
Key money | (3,811) | ||||
Investments in hotel properties, net | 120,640 | ||||
Net other assets (liabilities) | $ 510 | ||||
Ownership interest | 100.00% | ||||
Number of rooms | room | 170 | ||||
Payments to acquire real estate | $ 120,000 | ||||
Transaction costs | $ 640 | ||||
Area of land | a | 3.4 | ||||
Total revenue | 43,274 | ||||
Net income (loss) | 606 | ||||
Bardessono Hotel and Hotel Yountville | |||||
Preliminary estimated fair value of acquisition | |||||
Insurance deductible | 500 | 500 | |||
Revenue from business interruption losses | 0 | $ 1,900 | |||
Philadelpha, PA The Notary Hotel | |||||
Preliminary estimated fair value of acquisition | |||||
Loss from disposition of FF&E from renovations | $ 1,200 |
Hotel Dispositions (Details)
Hotel Dispositions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 01, 2018 | Nov. 01, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gain on sale of hotel property | $ 26,319 | $ (1,163) | $ 9 | $ 0 | $ 27 | $ 0 | $ 15,711 | $ 0 | $ 25,165 | $ 15,738 | |||
Plano Marriott Legacy Town Center | 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 | $ 104,000 | ||||||||||||
Renaissance Tampa | 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 | $ 68,000 | ||||||||||||
Gain on sale of hotel property | 15,738 | $ 23,797 | |||||||||||
Total hotel revenue | 14,611 | 51,375 | |||||||||||
Total hotel operating expenses | (7,431) | (32,716) | |||||||||||
Property taxes, insurance and other | (529) | (2,255) | |||||||||||
Depreciation and amortization | (1,294) | (7,552) | |||||||||||
Impairment charges | (12) | (10) | |||||||||||
Operating income (loss) | 21,083 | 32,639 | |||||||||||
Interest expense and amortization of loan costs | (791) | (4,042) | |||||||||||
Write-off of loan costs and exit fees | 0 | (2,192) | |||||||||||
Income (loss) before income taxes | 20,292 | 26,405 | |||||||||||
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership | (2,277) | (3,018) | |||||||||||
Income (loss) before income taxes attributable to the Company | $ 18,015 | $ 23,387 |
Leases - Narrative and Lease Ba
Leases - Narrative and Lease Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities | $ 61,118 | |
Operating lease right-of-use assets | $ 82,596 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease renewal term | 50 years | |
ASU 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities | $ 60,600 | |
Operating lease right-of-use assets | 82,500 | |
Derecognized intangible assets | 22,300 | |
ASU 2016-02 | Error In Adoption Of ASC 842 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities | 8,800 | |
Operating lease right-of-use assets | $ 8,800 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 5,834 |
Variable lease expense | 1,400 |
Amortization costs related to the intangible assets and liabilities | 651 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases (in thousands) | $ 3,223 |
Weighted Average Remaining Lease Term | 47 years |
Weighted Average Discount Rate | 4.98% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases | |
2020 | $ 3,258 |
2021 | 3,269 |
2022 | 3,224 |
2023 | 3,227 |
2024 | 3,226 |
Thereafter | 148,440 |
Total future minimum lease payments | 164,644 |
Less: interest | (103,526) |
Present value of operating lease liabilities | $ 61,118 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 3,161 |
2020 | 3,156 |
2021 | 3,152 |
2022 | 3,164 |
2023 | 3,177 |
Thereafter | 151,244 |
Total | $ 167,054 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) $ / shares in Units, $ in Thousands | Oct. 02, 2019USD ($)$ / sharesshares | Mar. 28, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Sep. 30, 2019USD ($) | Nov. 05, 2019 | Oct. 21, 2019USD ($)shares | Mar. 28, 2018 | Dec. 31, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Total assets | $ 1,758,947 | $ 1,636,487 | $ 1,758,947 | $ 1,636,487 | ||||||||||||||
Total liabilities | 1,247,203 | 1,093,394 | 1,247,203 | 1,093,394 | ||||||||||||||
Total stockholders’ equity of Ashford Inc. | 369,267 | 397,476 | 369,267 | 397,476 | ||||||||||||||
Noncontrolling interest in consolidated entities | (6,013) | (5,391) | (6,013) | (5,391) | ||||||||||||||
Total equity | 363,254 | 392,085 | 363,254 | 392,085 | $ 376,552 | $ 303,433 | ||||||||||||
Total liabilities and equity | 1,758,947 | 1,636,487 | 1,758,947 | 1,636,487 | ||||||||||||||
Total revenue | 121,701 | $ 118,884 | $ 118,516 | $ 128,513 | 98,945 | $ 108,846 | $ 121,118 | $ 102,489 | 487,614 | 431,398 | ||||||||
Total operating expenses | (117,734) | (110,401) | (105,807) | (114,433) | (95,785) | (97,623) | (99,702) | (88,201) | (448,375) | (381,311) | (375,221) | |||||||
Operating income (loss) | 30,286 | 7,320 | 12,718 | 14,080 | 3,187 | 11,223 | 37,127 | 14,288 | 64,404 | 65,825 | 62,639 | |||||||
Equity in earnings (loss) of unconsolidated entity | (199) | (234) | 0 | |||||||||||||||
Interest expense and amortization of loan cost | (54,507) | (49,653) | (38,937) | |||||||||||||||
Income tax (expense) benefit | (1,764) | (2,432) | 522 | |||||||||||||||
NET INCOME (LOSS) | 1,196 | 2,585 | 28,324 | |||||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,207 | 751 | (2,038) | |||||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 15,250 | $ (9,388) | $ (4,510) | $ (981) | $ (12,361) | $ (1,869) | $ 11,530 | $ 4,020 | 371 | 1,320 | 23,022 | |||||||
Preferred dividends | (10,142) | (7,205) | (6,795) | |||||||||||||||
Unrealized gain (loss) on investment in Ashford Inc. | 7,872 | (8,010) | 9,717 | |||||||||||||||
Payments to acquire investments | 332 | $ 2,000 | 0 | |||||||||||||||
Ashford Inc. | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Number of shares owned (in shares) | shares | 195,000 | 195,000 | ||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 51.90 | $ 51.90 | ||||||||||||||||
Ownership percentage | 8.10% | 8.10% | ||||||||||||||||
Total assets | $ 379,005 | $ 379,005 | ||||||||||||||||
Total liabilities | 108,726 | 108,726 | ||||||||||||||||
Series B Convertible Preferred Stock | 200,847 | 200,847 | ||||||||||||||||
Redeemable noncontrolling interests in operating partnership | 3,531 | 3,531 | ||||||||||||||||
Total stockholders’ equity of Ashford Inc. | 65,443 | 65,443 | ||||||||||||||||
Noncontrolling interest in consolidated entities | 458 | 458 | ||||||||||||||||
Total equity | 65,901 | 65,901 | ||||||||||||||||
Total liabilities and equity | 379,005 | 379,005 | ||||||||||||||||
Investment in Ashford Inc., at fair value | $ 10,114 | 10,114 | ||||||||||||||||
Total revenue | 291,250 | 195,520 | 81,573 | |||||||||||||||
Total operating expenses | (302,480) | (196,359) | (92,095) | |||||||||||||||
Operating income (loss) | (11,230) | (839) | (10,522) | |||||||||||||||
Equity in earnings (loss) of unconsolidated entity | (286) | 0 | 0 | |||||||||||||||
Realized and unrealized gain (loss) on investments, net | 0 | 0 | (91) | |||||||||||||||
Interest expense and amortization of loan cost | (2,367) | (1,200) | (122) | |||||||||||||||
Other income (expense) | 49 | (505) | 264 | |||||||||||||||
Income tax (expense) benefit | (1,540) | 10,364 | (9,723) | |||||||||||||||
NET INCOME (LOSS) | (15,374) | 7,820 | (20,194) | |||||||||||||||
(Income) loss from consolidated entities attributable to noncontrolling interests | 536 | 924 | 358 | |||||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 983 | 1,438 | 1,484 | |||||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (13,855) | 10,182 | (18,352) | |||||||||||||||
Preferred dividends | (14,435) | (4,466) | 0 | |||||||||||||||
Amortization of preferred stock discount | (1,928) | (730) | 0 | |||||||||||||||
Net income attributable to common stockholders | (30,218) | 4,986 | (18,352) | |||||||||||||||
Our realized gain (loss) on investment in Ashford Inc. | (13,424) | 0 | 0 | |||||||||||||||
Unrealized gain (loss) on investment in Ashford Inc. | $ 7,872 | $ (8,010) | $ 9,717 | |||||||||||||||
OpenKey | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Ownership percentage | 8.60% | 8.20% | 8.60% | 8.20% | 8.20% | |||||||||||||
Investment in Ashford Inc., at fair value | $ 1,899 | $ 1,766 | $ 1,899 | $ 1,766 | ||||||||||||||
Payments to acquire investments | $ 2,000 | $ 2,300 | ||||||||||||||||
Ashford LLC | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Stock purchase agreement, shares purchased (in shares) | shares | 19,897 | |||||||||||||||||
Stock purchase agreement (in dollars per share) | $ / shares | $ 30 | |||||||||||||||||
Stock purchase agreement, proceeds | $ 597 | |||||||||||||||||
Stock purchase agreement, loss recognized | 436 | |||||||||||||||||
Ashford Inc. | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Distribution of common stock declared (in shares) | shares | 174,983 | |||||||||||||||||
Shares of common stock received (in shares) | 0.0047 | |||||||||||||||||
Common stock at distribution | $ 4,000 | |||||||||||||||||
Loss recognized as result of changes in fair value | 5,100 | |||||||||||||||||
Equity Method Investee | OpenKey | ||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||
Investment in Ashford Inc., at fair value | $ 332 | $ 332 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Significance of current credit spreads to level 3 input considerations | 10.00% | ||
LIBOR rate | 1.763% | ||
Derivative measurement | 1.47% | ||
Derivative assets | $ 582 | $ 772 | |
Unrealized gain (loss) on derivatives | (1,103) | (82) | $ (2,056) |
Unrealized gain (loss) on investment in Ashford Inc. | 7,872 | (8,010) | 9,717 |
Credit Default Swap | Derivative Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cost of hedge | 0 | 0 | 106 |
Future | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 0 | 213 |
Future | Other Income (Expense) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 0 | (271) |
Future | Derivative Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 0 | (58) |
Ashford Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) on investment in Ashford Inc. | 7,872 | (8,010) | 9,717 |
Realized gain (loss) on investment in Ashford Inc. | (13,424) | 0 | 0 |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 582 | 772 | |
Counterparty and Cash Collateral Netting | 1,130 | 130 | |
Gain (Loss) Recognized in Income | (6,933) | (8,092) | 7,390 |
Total fair value non-derivative assets | 10,886 | ||
Fair Value, Recurring | Investment in Affiliate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value assets | 10,114 | ||
Fair Value, Recurring | Derivative Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (1,381) | (82) | (2,327) |
Fair Value, Recurring | Non-Derivative Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (6,933) | (8,092) | 7,390 |
Unrealized gain (loss) on investment in Ashford Inc. | (5,552) | (8,010) | 9,717 |
Fair Value, Recurring | Interest Rate Floor | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 53 | 149 | |
Counterparty and Cash Collateral Netting | 52 | 73 | |
Unrealized gain (loss) on derivatives | 126 | (179) | (1,113) |
Realized gain (loss) on options interest rate floors | (278) | 0 | 0 |
Fair Value, Recurring | Interest Rate Floor | Derivative Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (152) | (179) | (1,113) |
Fair Value, Recurring | Interest Rate Cap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1 | 20 | |
Counterparty and Cash Collateral Netting | 0 | 0 | |
Unrealized gain (loss) on derivatives | (134) | (347) | (371) |
Fair Value, Recurring | Interest Rate Cap | Derivative Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (134) | (347) | (371) |
Fair Value, Recurring | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 528 | 603 | |
Counterparty and Cash Collateral Netting | 1,078 | 57 | |
Unrealized gain (loss) on derivatives | (1,095) | 444 | (785) |
Fair Value, Recurring | Credit Default Swap | Derivative Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (1,095) | 444 | (785) |
Fair Value, Recurring | Derivative | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) on derivatives | (1,103) | (82) | (2,056) |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Total fair value non-derivative assets | 10,114 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Investment in Affiliate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value assets | 10,114 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Interest Rate Floor | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Interest Rate Cap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | (548) | 642 | |
Total fair value non-derivative assets | 642 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Investment in Affiliate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value assets | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Interest Rate Floor | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1 | 76 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Interest Rate Cap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1 | 20 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | (550) | 546 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Total fair value non-derivative assets | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Investment in Affiliate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value assets | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Interest Rate Floor | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Interest Rate Cap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Fair Value, Recurring | Ashford Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) on investment in Ashford Inc. | $ 7,872 | $ (8,010) | $ 9,717 |
Indebtedness, net (Details)
Indebtedness, net (Details) | Oct. 25, 2019USD ($)extension | Sep. 30, 2019USD ($)extension | Aug. 05, 2019USD ($)extension | Jan. 22, 2019USD ($)hotel | Jan. 15, 2019USD ($)room | May 23, 2018USD ($)loanextension | Apr. 04, 2018room | Sep. 30, 2019USD ($)extension | Dec. 31, 2019USD ($)hotelextension | Dec. 31, 2018USD ($) | Nov. 01, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||
LIBOR Interest Rate Forward Curve | 1.763% | ||||||||||
Number of rooms | hotel | 3,722 | ||||||||||
Long-term debt, gross | $ 1,065,000,000 | $ 992,586,000 | |||||||||
Book value of collateral | 1,481,422,000 | 1,299,901,000 | |||||||||
Deferred loan costs, net | (6,514,000) | (6,713,000) | |||||||||
Indebtedness, net | 1,058,486,000 | $ 985,873,000 | |||||||||
LIBOR rate | 2.503% | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Plano Marriott Legacy Town Center | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consideration for disposal | $ 104,000,000 | ||||||||||
Mortgages | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 2 | ||||||||||
Ownership percentage | 75.00% | ||||||||||
Mortgages | Mortgage loan 1 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 0 | $ 187,086,000 | |||||||||
Book value of collateral | $ 0 | 223,164,000 | |||||||||
Mortgages | Mortgage loan 1 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.65% | ||||||||||
Mortgages | Mortgage loan 2 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 42,000,000 | ||||||||||
Book value of collateral | 64,683,000 | ||||||||||
Extinguishment of debt | $ 42,000,000 | ||||||||||
Mortgages | Mortgage loan 2 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.95% | ||||||||||
Mortgages | Mortgage loan 3 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 70,000,000 | ||||||||||
Book value of collateral | 88,018,000 | ||||||||||
Extinguishment of debt | $ 70,000,000 | ||||||||||
Mortgages | Mortgage loan 3 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Mortgages | Mortgage loan 4 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 67,500,000 | 67,500,000 | |||||||||
Book value of collateral | $ 144,667,000 | 143,517,000 | |||||||||
Number of extension options | extension | 3 | 3 | |||||||||
Term of extension options | 1 year | ||||||||||
Mortgages | Mortgage loan 4 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
Mortgages | Mortgage loan 5 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.16% | ||||||||||
Long-term debt, gross | $ 435,000,000 | 435,000,000 | |||||||||
Book value of collateral | $ 465,005,000 | 450,266,000 | |||||||||
Number of extension options | extension | 5 | 5 | 5 | ||||||||
Term of extension options | 1 year | 1 year | |||||||||
Debt initial term | 2 years | ||||||||||
Mortgages | Mortgage loan 5 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.16% | ||||||||||
Mortgages | Mortgage loan 6 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 42,500,000 | $ 42,500,000 | |||||||||
Book value of collateral | $ 134,796,000 | ||||||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension options | 1 year | ||||||||||
Debt initial term | 2 years | ||||||||||
Mortgages | Mortgage loan 6 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.95% | 4.95% | |||||||||
Mortgages | Mortgage loan 7 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 4 | ||||||||||
Long-term debt, gross | $ 51,000,000 | 51,000,000 | |||||||||
Book value of collateral | $ 90,088,000 | 92,789,000 | |||||||||
Mortgages | Mortgage loan 7 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.55% | ||||||||||
Mortgages | Mortgage loan 8 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 40,000,000 | 40,000,000 | |||||||||
Book value of collateral | $ 59,542,000 | 58,425,000 | |||||||||
Mortgages | Mortgage loan 8 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.55% | ||||||||||
Mortgages | Mortgage loan 9 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 100,000,000 | 100,000,000 | |||||||||
Book value of collateral | $ 166,023,000 | 179,039,000 | |||||||||
Mortgages | Mortgage loan 9 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.65% | 2.65% | |||||||||
Mortgages | Mortgage loan 10 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.10% | ||||||||||
Number of rooms | room | 266 | ||||||||||
Long-term debt, gross | $ 54,000,000 | ||||||||||
Book value of collateral | $ 115,988,000 | ||||||||||
Annual amortization | 1.00% | ||||||||||
Debt initial term | 5 years | ||||||||||
Mortgages | Mortgage loan 10 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.10% | ||||||||||
Mortgages | Mortgage Loan 11 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 195,000,000 | ||||||||||
Book value of collateral | $ 215,163,000 | ||||||||||
Debt initial term | 5 years | 5 years | |||||||||
Mortgages | Mortgage Loan 11 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.70% | ||||||||||
Mortgages | Mortgage Loan 12 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 80,000,000 | $ 80,000,000 | |||||||||
Book value of collateral | $ 90,150,000 | ||||||||||
Number of extension options | extension | 0 | ||||||||||
Debt initial term | 5 years | ||||||||||
Mortgages | Mortgage Loan 12 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.85% | ||||||||||
Line of Credit | Senior Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 0 | 0 | |||||||||
Book value of collateral | $ 0 | $ 0 | |||||||||
Borrowing capacity | $ 100,000,000 | ||||||||||
Number of extension options | extension | 2 | ||||||||||
Term of extension options | 1 year | ||||||||||
Debt initial term | 3 years | ||||||||||
Borrowing capacity to expansion | $ 175,000,000 | ||||||||||
Possible expansion, aggregate size | $ 250,000,000 | ||||||||||
Line of Credit | Senior Revolving Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Line of Credit | Senior Revolving Credit Facility | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | 2.25% | |||||||||
Line of Credit | Senior Revolving Credit Facility | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.50% | 3.50% | |||||||||
Line of Credit | Senior Revolving Credit Facility | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.25% | 1.25% | |||||||||
Line of Credit | Senior Revolving Credit Facility | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.50% | 2.50% | |||||||||
Line of Credit | Senior Revolving Credit Facility | Federal Funds Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Line of Credit | Amended Senior Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing capacity | $ 75,000,000 | ||||||||||
Number of extension options | extension | 2 | ||||||||||
Debt initial term | 1 year | ||||||||||
Mortgages | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extinguishment of debt | $ 186,800,000 | $ 357,600,000 | |||||||||
Number of loans | loan | 2 | ||||||||||
Ritz-Carlton, Lake Tahoe | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of rooms | room | 170 | ||||||||||
Ritz-Carlton, Lake Tahoe | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of rooms | room | 170 |
Indebtedness, net - Maturities
Indebtedness, net - Maturities and Scheduled Amortization of Indebtedness (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 502,500 | |
2021 | 43,000 | |
2022 | 92,000 | |
2023 | 98,500 | |
2024 | 329,000 | |
Thereafter | 0 | |
Long-term debt, gross | $ 1,065,000 | $ 992,586 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest Rate Floor | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional amount (in thousands) | $ 5,000,000,000 | $ 10,850,000,000 | ||
Interest Rate Floor | Minimum | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Strike rate | (0.25%) | (0.25%) | ||
Interest Rate Floor | Maximum | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Strike rate | (1.63%) | (2.00%) | ||
Interest Rate Cap | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional amount (in thousands) | $ 968,000,000 | $ 1,292,500,000 | ||
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 870,000,000 | $ 805,500,000 | ||
Interest Rate Cap | Minimum | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Strike rate | (3.00%) | (2.43%) | ||
Interest Rate Cap | Maximum | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Strike rate | (7.80%) | (11.61%) | ||
Interest Rate Cap | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional amount (in thousands) | $ 391,000,000 | $ 727,000,000 | $ 844,200,000 | |
Total cost of interest rate floors (in thousands) | $ 115,000 | $ 362,000 | $ 375,000 | |
Interest Rate Cap | Minimum | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Strike rate | (3.00%) | (2.43%) | (3.00%) | |
Interest Rate Cap | Maximum | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Strike rate | (7.80%) | (7.80%) | (11.61%) | |
Interest Rate Floor | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional amount (in thousands) | $ 2,000,000,000 | $ 4,000,000,000 | $ 3,850,000,000 | |
Strike rate | (1.63%) | (1.38%) | (1.00%) | |
Total cost of interest rate floors (in thousands) | $ 75,000 | $ 138,000 | $ 140,000 | |
Interest Rate Floor | Maximum | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Strike rate | (1.63%) | (2.00%) | (1.50%) | |
Credit Default Swap | ||||
Derivative [Line Items] | ||||
Notional amount (in thousands) | $ 50,000,000 | |||
Maximum exposure | 1,200,000 | |||
Change in market value threshold for settlement | $ 250,000 | |||
Eurodollar Future | ||||
Derivative [Line Items] | ||||
Total cost of interest rate floors (in thousands) | $ 0 | $ 0 | $ 124,000 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | $ 582 | $ 772 | ||
Derivative assets, Estimated fair value | 582 | 772 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 71,995 | 182,578 | $ 137,522 | $ 126,790 |
Cash and cash equivalents, Estimated fair value | 71,995 | 182,578 | ||
Restricted cash, Carrying value | 58,388 | 75,910 | $ 47,820 | $ 37,855 |
Restricted cash, Estimated fair value | 58,388 | 75,910 | ||
Accounts receivable, net, Carrying value | 19,053 | 12,739 | ||
Accounts receivable, net, Estimated fair value | 19,053 | 12,739 | ||
Due from related party, net, Carrying value | 551 | 0 | ||
Due from related party, net, Estimated Fair Value | 551 | 0 | ||
Due from third-party hotel managers, Carrying value | 16,638 | 4,927 | ||
Due from third-party hotel managers, Estimated fair value | 16,638 | 4,927 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 1,065,000 | 992,586 | ||
Accounts payable and accrued expenses, Carrying value | 94,919 | 64,116 | ||
Accounts payable and accrued expenses, Estimated fair value | 94,919 | 64,116 | ||
Dividends payable, Carrying value | 9,143 | 8,514 | ||
Dividends payable, Estimated fair value | 9,143 | 8,514 | ||
Due to affiliate, Carrying Value | 4,344 | 4,001 | ||
Due to related party, net, Carrying value | 0 | 224 | ||
Due to related party, net, Estimated fair value | 0 | 224 | ||
Due to third-party hotel managers | 1,685 | 1,633 | ||
Due to third-party hotel managers, Estimated fair value | 1,685 | 1,633 | ||
Minimum | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 1,003,863 | 936,904 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 1,109,532 | 1,035,526 | ||
Ashford Inc. | ||||
Financial liabilities not measured at fair value: | ||||
Due to affiliate, Carrying Value | 4,344 | 4,001 | ||
Due to affiliate, Estimated fair value | $ 4,344 | 4,001 | ||
Ashford Inc. | ||||
Financial assets and liabilities measured at fair value: | ||||
Investment in Ashford Inc., at fair value | $ 10,114 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (less than) | 90 days | |
Long-term debt, gross | $ 1,065,000 | $ 992,586 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 94.30% | 94.40% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 104.20% | 104.30% |
Income (Loss) Per Share - Recon
Income (Loss) Per Share - Reconcile the Amount Used in Calculating Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Net income (loss) attributable to the Company | $ 15,250 | $ (9,388) | $ (4,510) | $ (981) | $ (12,361) | $ (1,869) | $ 11,530 | $ 4,020 | $ 371 | $ 1,320 | $ 23,022 |
Preferred dividends | (10,142) | (7,205) | (6,795) | ||||||||
Undistributed net income (loss) allocated to common stockholders | (34,582) | (26,580) | (4,357) | ||||||||
Distributed and undistributed net income (loss)—basic | (10,437) | (6,085) | 15,822 | ||||||||
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership | 0 | 0 | 2,038 | ||||||||
Distributed and undistributed net income (loss)—diluted | $ (10,437) | $ (6,085) | $ 17,860 | ||||||||
Weighted average common shares outstanding: | |||||||||||
Weighted average common shares outstanding – basic (in shares) | 32,289 | 31,944 | 30,473 | ||||||||
Effect of assumed conversion of operating partnership units (in shares) | 0 | 0 | 4,233 | ||||||||
Weighted average common shares outstanding – diluted (in shares) | 38,995 | 32,347 | 32,307 | 32,115 | 32,058 | 32,023 | 38,588 | 31,683 | 32,289 | 31,944 | 34,706 |
Income (loss) per share—basic: | |||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.32) | $ (0.19) | $ 0.52 | ||||||||
Income (loss) per share—diluted: | |||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ 0.36 | $ (0.37) | $ (0.22) | $ (0.11) | $ (0.44) | $ (0.12) | $ 0.29 | $ 0.07 | $ (0.32) | $ (0.19) | $ 0.51 |
Common Stock | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | $ (24,145) | $ (20,495) | $ (20,179) | ||||||||
Performance Shares | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | (261) | 114 | (138) | ||||||||
Restricted Stock | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | $ (405) | $ (314) | $ (267) |
Income (Loss) Per Share - Anti-
Income (Loss) Per Share - Anti-Dilutive Effect (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Total | $ 6,301 | $ 6,278 | $ 7,200 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 11,044 | 10,831 | 6,141 |
Restricted Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested restricted shares | $ 405 | $ 314 | $ 267 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 51 | 55 | 77 |
Performance Shares | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested restricted shares | $ 261 | $ (114) | $ 138 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 193 | 48 | 0 |
Operating Partnership Units | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (1,207) | $ (751) | $ 0 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 4,219 | 4,159 | 0 |
5.50% Series B Cumulative Convertible Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock - Series B | $ 6,842 | $ 6,829 | $ 6,795 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 6,581 | 6,569 | 6,064 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests in Operating Partnership (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Noncontrolling Interest [Line Items] | |||
Allocated compensation expense | $ 2,601 | $ 1,822 | $ (1,161) |
Fair value of common units converted | (2,201) | (2,181) | |
Adjustments to redeemable noncontrolling interests | $ (534) | (23) | 8,843 |
Ownership percentage of operating partnership | 25.00% | ||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 1,207 | 751 | (2,038) |
Aggregate distributions to holders of common units, LTIP units and Performance LTIP units | $ 3,050 | $ 2,854 | $ 2,791 |
Summary of the activity of the operating partnership units | |||
Units outstanding at beginning of year (in shares) | 4,833 | 4,790 | 4,943 |
Units redeemed for shares of common stock (in shares) | (165) | 0 | (194) |
Units outstanding at end of year (in shares) | 4,538 | 4,833 | 4,790 |
Units convertible/redeemable at end of year (in shares) | 4,027 | 4,045 | 4,028 |
Long Term Incentive Plan Units | |||
Noncontrolling Interest [Line Items] | |||
Vesting period | 3 years | ||
Units issued (in shares) | 1,000 | ||
Unamortized cost | $ 1,500 | ||
Unamortized cost, period of recognition | 2 years 2 months 12 days | ||
Weighted average period for recognition | 1 year 4 months 24 days | ||
Summary of the activity of the operating partnership units | |||
Units issued (in shares) | 91 | 144 | 149 |
Units Which Have Not Reached Full Economic Parity With The Common Units | 100 | ||
Long Term Incentive Plan Units | Advisory Services Fee | |||
Noncontrolling Interest [Line Items] | |||
Allocated compensation expense | $ 1,354 | $ 976 | $ 405 |
Long Term Incentive Plan Units | Corporate General and Administrative Expense | |||
Noncontrolling Interest [Line Items] | |||
Allocated compensation expense | $ 103 | $ 61 | $ 64 |
Performance Long Term Incentive Plan Units | |||
Noncontrolling Interest [Line Items] | |||
Units issued (in shares) | 271 | ||
Performance LTIP units cancelled (in shares) | (281) | (312) | (389) |
Unamortized cost | $ 1,000 | ||
Unamortized cost, period of recognition | 2 years | ||
Weighted average period for recognition | 1 year 2 months 12 days | ||
Summary of the activity of the operating partnership units | |||
Units issued (in shares) | 60 | 211 | 281 |
Performance LTIP units cancelled (in shares) | (281) | (312) | (389) |
Units Which Have Not Reached Full Economic Parity With The Common Units | 60 | ||
Performance Long Term Incentive Plan Units | Advisory Services Fee | |||
Noncontrolling Interest [Line Items] | |||
Allocated compensation expense | $ 1,144 | $ 785 | $ (1,630) |
Performance Long Term Incentive Plan Units | Minimum | |||
Noncontrolling Interest [Line Items] | |||
Award performance target | 0.00% | ||
Performance Long Term Incentive Plan Units | Maximum | |||
Noncontrolling Interest [Line Items] | |||
Award performance target | 200.00% | ||
Operating Partnership Units | |||
Noncontrolling Interest [Line Items] | |||
Common units converted to common stock (in shares) | 165 | 0 | 194 |
Fair value of common units converted | $ 2,201 | $ 0 | $ 1,761 |
Braemar Hotels & Resorts, Inc. | |||
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests in Braemar OP | 41,570 | 44,885 | |
Braemar Hotels & Resorts, Inc. | Braemar OP | |||
Noncontrolling Interest [Line Items] | |||
Adjustments to redeemable noncontrolling interests | $ 65 | $ 23 | |
Ownership percentage of operating partnership | 10.96% | 11.22% |
Equity (Details)
Equity (Details) | Mar. 01, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)hotel$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 11, 2017USD ($) | Dec. 05, 2017$ / shares | Oct. 27, 2014USD ($) |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 0 | $ 0 | $ 66,442,000 | ||||
Net proceeds from issuance of stock | $ 66,400,000 | ||||||
Common stock | 21,302,000 | 20,695,000 | 20,623,000 | ||||
Series D cumulative preferred stock | 3,300,000 | 376,000 | 0 | ||||
Total dividends declared | $ 24,602,000 | $ 21,071,000 | 20,623,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Ownership percentage of operating partnership | 25.00% | ||||||
Number of hotel properties with JV interests | hotel | 2 | ||||||
Noncontrolling interest in consolidated entities | $ (6,013,000) | $ (5,391,000) | |||||
Shares sold under an at-the-market equity distribution program (in shares) | shares | 0 | ||||||
(Income) loss attributable to noncontrolling interest in consolidated entities | $ (2,032,000) | $ (2,016,000) | $ (3,264,000) | ||||
Stock Repurchase Program | |||||||
Class of Stock [Line Items] | |||||||
Authorized amount | $ 50,000,000 | $ 50,000,000 | $ 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Purchase of common stock (in shares) | shares | 0 | 0 | 0 | ||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock (in shares) | shares | 5,800,000 | ||||||
Issuance of stock (in dollars per share) | $ / shares | $ 12.15 | ||||||
Proceeds from issuance of common stock | $ 69,900,000 | ||||||
Common stock | $ 21,302,000 | $ 20,695,000 | $ 20,623,000 | ||||
Series D Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Series D cumulative preferred stock | $ 3,300,000 | $ 376,000 | |||||
Preferred stock dividend rate | 8.25% | ||||||
Preferred stock issued (in shares) | shares | 1,600,000 | 1,600,000 | |||||
Redemption price (in dollars per share) | $ / shares | $ 25 | ||||||
Preferred stock conversion rate | 5.12295 | ||||||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 2.0625 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 2,601 | $ 1,822 | $ (1,161) |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized cost | $ 4,200 | ||
Unamortized cost, period of recognition | 2 years 2 months 12 days | ||
Weighted average period for recognition | 1 year 8 months 12 days | ||
Allocated compensation expense | $ 2,903 | $ 2,739 | $ 1,209 |
Number of Units | |||
Outstanding at beginning of year (in shares) | 441,000 | 420,000 | 360,000 |
Granted (in shares) | 261,000 | 257,000 | 198,000 |
Vested (in shares) | (198,000) | (229,000) | (131,000) |
Forfeited (in shares) | (7,000) | (7,000) | (7,000) |
Outstanding at end of year (in shares) | 497,000 | 441,000 | 420,000 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 10.91 | $ 11.87 | $ 12.90 |
Granted (in dollars per share) | 12.68 | 9.90 | 10.78 |
Vested (in dollars per share) | 10.75 | 11.54 | 13.05 |
Forfeited (in dollars per share) | 11.59 | 10.50 | 11.81 |
Outstanding at end of year (in dollars per share) | $ 11.89 | $ 10.91 | $ 11.87 |
Restricted Stock | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 640 | ||
Restricted Stock | Advisory Services Fee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 2,468 | 2,277 | $ 916 |
Restricted Stock | Management fees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 155 | 219 | 92 |
Restricted Stock | Corporate General and Administrative Expense | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 208 | 243 | 201 |
Restricted Stock | Corporate General and Administrative Expense | Premier | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 72 | $ 0 | $ 0 |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized cost | $ 4,000 | ||
Unamortized cost, period of recognition | 2 years | ||
Weighted average period for recognition | 1 year 7 months 6 days | ||
Number of Units | |||
Outstanding at beginning of year (in shares) | 316,000 | 381,000 | 417,000 |
Granted (in shares) | 223,000 | 197,000 | 119,000 |
Forfeited (in shares) | (119,000) | (262,000) | (155,000) |
Outstanding at end of year (in shares) | 420,000 | 316,000 | 381,000 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 12.29 | $ 11.97 | $ 14.80 |
Granted (in dollars per share) | 19.96 | 13.43 | 10.42 |
Forfeited (in dollars per share) | 10.42 | 12.67 | 18.40 |
Outstanding at end of year (in dollars per share) | $ 16.91 | $ 12.29 | $ 11.97 |
Service period | 3 years | ||
Performance Shares | Minimum | |||
Weighted Average Price at Grant | |||
Award performance target | 0.00% | ||
Performance Shares | Maximum | |||
Weighted Average Price at Grant | |||
Award performance target | 200.00% | ||
Performance Shares | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 1,600 | ||
Performance Shares | Advisory Services Fee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 2,439 | $ 2,443 | $ (1,375) |
Equity Incentive Plan 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized to grant (in shares) | 3,300,000 | ||
Shares available for future issuance (in shares) | 823,983 |
5.50% Series B Cumulative Con_3
5.50% Series B Cumulative Convertible Preferred Stock (Details) | Dec. 04, 2019USD ($) | Nov. 05, 2019 | Nov. 04, 2019 | Apr. 05, 2017USD ($)shares | Mar. 07, 2017USD ($)$ / sharesshares | Mar. 01, 2017USD ($) | Dec. 31, 2019USD ($)day$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares |
Class of Stock [Line Items] | ||||||||||
Net proceeds from issuance of stock | $ 66,400,000 | |||||||||
Preferred stock, shares outstanding (in shares) | shares | 4,538,000 | 4,833,000 | 4,790,000 | 4,943,000 | ||||||
Preferred dividends | $ 10,142,000 | $ 7,205,000 | $ 6,795,000 | |||||||
Equity Distribution Agreements With Sales Agents | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sales commissions, percent of gross sales price | 2.00% | |||||||||
Maximum | Equity Distribution Agreements With Sales Agents | ||||||||||
Class of Stock [Line Items] | ||||||||||
Authorized amount | $ 40,000,000 | |||||||||
Series B Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock dividend rate | 5.50% | 5.50% | 5.50% | |||||||
Average redemption price (in dollars per share) | $ / shares | $ 18.70 | |||||||||
Preferred stock conversion rate | 1.3372 | 1.3228 | ||||||||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 1.375 | |||||||||
Consecutive trading days | day | 45 | |||||||||
Threshold trading days prior to notice of conversion | 3 days | |||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||
Issuance of stock (in shares) | shares | 2,000,000 | |||||||||
Redemption price (in dollars per share) | $ / shares | $ 25 | |||||||||
Percentage of liquidation preference | 103.00% | |||||||||
Issuance of preferred stock (in dollars per share) | $ / shares | $ 20.19 | |||||||||
Proceeds from issuance of preferred stock | $ 39,900,000 | |||||||||
Net proceeds from issuance of stock | $ 38,200,000 | |||||||||
Preferred stock, shares outstanding (in shares) | shares | 5,008,421 | 4,965,850 | ||||||||
Preferred dividends | $ 6,842,000 | $ 6,829,000 | ||||||||
Series B Convertible Preferred Stock | Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock (in shares) | shares | 2,075,000 | |||||||||
Issuance of common stock (in shares) | shares | 42,000 | |||||||||
Proceeds from issuance of preferred stock | $ 797,000 | |||||||||
Gross proceeds received | 809,000 | |||||||||
Commissions and other expenses | $ 12,000 | |||||||||
Series B Convertible Preferred Stock | Over-Allotment Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock (in shares) | shares | 100,000 | |||||||||
Net proceeds from issuance of stock | $ 1,900,000 | |||||||||
Series B Convertible Preferred Stock | Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percent of conversion price | 110.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($)hotel$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | |
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 13 | |||
Net book income before income taxes | $ 31,000,000 | $ 16,400,000 | $ 27,000 | |
Income tax interest and penalties expense | 27,000 | 18,000 | 7,000 | |
Income tax interest and penalties accrued | 0 | 0 | ||
Valuation allowance | 11,581,000 | 14,483,000 | 15,422,000 | $ 26,968,000 |
Net operating loss carryforwards | 51,600,000 | |||
Net operating loss carryforwards subject to substantial limitation on use | 50,900,000 | |||
Tax act, one-time tax benefit | 216,000 | |||
Virgin Islands Bureau of Internal Revenue | Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Tax holiday amount | $ 807,000 | $ 40,000 | $ 20,000 | |
Benefit of the tax holiday on net income (loss) (in dollars per share) | $ / shares | $ 0.02 | $ 0 | $ 0 | |
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | ||||
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 12 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax (expense) benefit at federal statutory income tax rate of 21% in 2019 and 2018 and 35% in 2017 | $ (6,509) | $ (3,452) | $ 10 |
State income tax (expense) benefit, net of U.S. federal income tax benefit | 107 | (248) | (100) |
Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act | 0 | 0 | (10,974) |
State and local income tax (expense) benefit on pass-through entity subsidiaries | (16) | (64) | (87) |
Gross receipts and margin taxes | (67) | (100) | (143) |
Benefit of USVI Economic Development Commission credit | 5,614 | 950 | 181 |
Other | 16 | (311) | 89 |
Valuation allowance | (909) | 793 | 11,546 |
Total income tax (expense) benefit | $ (1,764) | $ (2,432) | $ 522 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ (765) | $ (2,536) | $ 1,354 |
State | (235) | (703) | (217) |
Total current income tax (expense) benefit | (1,000) | (3,239) | 1,137 |
Deferred: | |||
Federal | (357) | (80) | (461) |
State | (407) | 887 | (154) |
Total deferred income tax (expense) benefit | (764) | 807 | (615) |
Total income tax (expense) benefit | $ (1,764) | $ (2,432) | $ 522 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||||
Tax intangibles basis greater than book basis | $ 1,101 | $ 828 | ||
Allowance for doubtful accounts | 36 | 25 | ||
Unearned income | 469 | 225 | ||
Federal and state net operating losses | 13,344 | 13,526 | ||
Capital Loss Carryforward | 192 | 0 | ||
Other | (4) | 101 | ||
Accrued expenses | 659 | 511 | ||
Tax property basis greater than book basis | (2,910) | 1,320 | ||
Prepaid expenses | (2,377) | (2,360) | ||
Net deferred tax asset | 10,510 | 14,176 | ||
Valuation allowance | (11,581) | (14,483) | $ (15,422) | $ (26,968) |
Net deferred tax asset (liability) | $ (1,071) | $ (307) |
Income Taxes - Change in Valuat
Income Taxes - Change in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summarizes the changes in the valuation allowance | |||
Balance at beginning of year | $ 14,483 | $ 15,422 | $ 26,968 |
Additions | 0 | 0 | 104 |
Deductions | (2,902) | (939) | (11,650) |
Balance at end of year | $ 11,581 | $ 14,483 | $ 15,422 |
Related Party Transactions (Det
Related Party Transactions (Details) shares in Thousands | Sep. 25, 2019USD ($) | Jan. 15, 2019USD ($) | Dec. 31, 2019USD ($)hotel | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)hotelshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Nov. 05, 2019USD ($) | Jul. 01, 2019USD ($) | Jun. 26, 2019USD ($) | Aug. 08, 2018USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties, net | $ 0 | $ 224,000 | $ 0 | $ 224,000 | ||||||||||||||
Advisory agreement base fee | 0.70% | |||||||||||||||||
Advisory agreement, base fee | 90.00% | |||||||||||||||||
Term of advisory agreement | 3 years | |||||||||||||||||
Advisory services fee | $ 20,527,000 | 20,012,000 | $ 9,134,000 | |||||||||||||||
Aggregate non-listed preferred equity offerings | 400,000,000 | |||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Due to Ashford Inc. | 4,344,000 | 4,001,000 | 4,344,000 | 4,001,000 | ||||||||||||||
Allocated compensation expense | 2,601,000 | 1,822,000 | $ (1,161,000) | |||||||||||||||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties | $ 26,319,000 | $ (1,163,000) | $ 9,000 | $ 0 | 27,000 | $ 0 | $ 15,711,000 | $ 0 | $ 25,165,000 | 15,738,000 | ||||||||
Advisory Agreement, architecture fees | 6.50% | |||||||||||||||||
Advisory Agreement, construction management fees | 10.00% | |||||||||||||||||
Advisory Agreement, interior design fees | 6.00% | |||||||||||||||||
Advisory Agreement, FF&E purchasing fees | 8.00% | |||||||||||||||||
Advisory Agreement, FF&E purchasing fees, freight and tax threshold | $ 2,000,000 | |||||||||||||||||
Number of hotel properties | hotel | 13 | 13 | ||||||||||||||||
Advisory Agreement, FF&E purchasing fees, with freight and tax threshold | 6.00% | |||||||||||||||||
Due from related parties, net | $ 551,000 | $ 0 | $ 551,000 | $ 0 | ||||||||||||||
Restricted Stock | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Granted (in shares) | shares | 261 | 257 | 198 | |||||||||||||||
Allocated compensation expense | $ 2,903,000 | $ 2,739,000 | $ 1,209,000 | |||||||||||||||
Unamortized cost | 4,200,000 | $ 4,200,000 | ||||||||||||||||
Unamortized cost, period of recognition | 2 years 2 months 12 days | |||||||||||||||||
Ashford Inc. | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Number of shares owned (in shares) | shares | 195 | 195 | ||||||||||||||||
Ashford LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advisory agreement, base management fee | 0.70% | 0.70% | ||||||||||||||||
ERFP Agreement, percent of property acquisition price | 10.00% | |||||||||||||||||
ERFP Agreement, funding term | 2 years | |||||||||||||||||
ERFP Agreement, initial term | 2 years | |||||||||||||||||
ERFP Agreement, renewal term | 1 year | |||||||||||||||||
ERFP Agreement, notice term | 60 days | |||||||||||||||||
ERFP Agreement, amount due | $ 10,300,000 | $ 10,300,000 | ||||||||||||||||
ERFP Agreement, amount sold | $ 8,900,000 | $ 1,400,000 | ||||||||||||||||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties | 9,000 | |||||||||||||||||
Ashford LLC | Affiliated Entity | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advisory services fee | 20,527,000 | $ 20,012,000 | 9,134,000 | |||||||||||||||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties | $ 23,000 | |||||||||||||||||
Remington Lodging | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Maximum percentage of project budget to be paid as market service fees | 16.50% | |||||||||||||||||
Property management fees, including incentive property management fees | $ 1,738,000 | 1,762,000 | 1,748,000 | |||||||||||||||
Market service and project management fees | 0 | 3,328,000 | 3,972,000 | |||||||||||||||
Corporate general and administrative expenses | 297,000 | 333,000 | 286,000 | |||||||||||||||
Total | $ 2,035,000 | 5,423,000 | 6,006,000 | |||||||||||||||
Number of hotel properties managed by third party | hotel | 3 | 3 | ||||||||||||||||
Due from related parties, net | $ 185,000 | $ 185,000 | ||||||||||||||||
Ashford Inc. | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount funded to contribution | 834,000 | 834,000 | ||||||||||||||||
Due to Ashford Inc. | 4,344,000 | $ 4,001,000 | 4,344,000 | 4,001,000 | ||||||||||||||
Key money consideration | $ 2,000,000 | |||||||||||||||||
Ashford Inc. | Other Assets | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount funded to contribution | 520,000 | 520,000 | ||||||||||||||||
Remington Hotel Corporation | Board of Directors Chairman | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due from related parties, net | 365,000 | $ 365,000 | ||||||||||||||||
Ashford Inc. | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Allocation percentage | 25.00% | |||||||||||||||||
Expensed reimbursed operating expenses | $ 314,000 | |||||||||||||||||
Ashford Inc. | Ashford Trust | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Allocation percentage | 75.00% | |||||||||||||||||
Maximum | Ashford LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
ERFP Agreement, commitment | $ 50,000,000 | |||||||||||||||||
ERFP Agreement, commitment with Increase | $ 100,000,000 | |||||||||||||||||
Maximum | Ashford Inc. | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount to fund the operations | $ 15,000,000 | |||||||||||||||||
Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Portion of project management fees to project costs | 4.00% | |||||||||||||||||
Management fees | Minimum | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Monthly minimum property management fee | $ 14,000 | |||||||||||||||||
Property management fee | 3.00% | 3.00% | ||||||||||||||||
Management fees | Minimum | Remington Lodging | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Monthly minimum property management fee | $ 14,000 | $ 14,000 | ||||||||||||||||
Property management fee | 3.00% | |||||||||||||||||
Advisory Services Fee | Ashford LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to Ashford Inc. | 1,606,000 | 2,264,000 | $ 1,606,000 | 2,264,000 | ||||||||||||||
Insurance Claims Services | Ashford LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (135,000) | (137,000) | ||||||||||||||||
Due to Ashford Inc. | 44,000 | 37,000 | 44,000 | 37,000 | ||||||||||||||
Insurance Claims Services | Ashford LLC | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | ||||||||||||||||
Insurance Claims Services | Ashford LLC | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | ||||||||||||||||
Insurance Claims Services | Ashford LLC | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Insurance Claims Services | Ashford LLC | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | ||||||||||||||||
Insurance Claims Services | Ashford LLC | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Insurance Claims Services | Ashford LLC | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (135,000) | |||||||||||||||||
Insurance Claims Services | Ashford LLC | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Insurance Claims Services | Ashford LLC | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | (137,000) | ||||||||||||||||
Insurance Claims Services | Ashford LLC | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (560,000) | |||||||||||||||||
Due to Ashford Inc. | 173,000 | 0 | 173,000 | 0 | ||||||||||||||
Audio Visual Services | J&S Audio Visual | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (560,000) | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Audio Visual Services | J&S Audio Visual | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Base Fee | Ashford LLC | Affiliated Entity | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advisory services fee | 10,834,000 | 9,424,000 | 8,800,000 | |||||||||||||||
Reimbursable Expenses | Ashford LLC | Affiliated Entity | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advisory services fee | 2,289,000 | 2,072,000 | 2,017,000 | |||||||||||||||
Equity-Based Compensation | Ashford LLC | Affiliated Entity | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advisory services fee | 7,404,000 | 6,481,000 | (1,683,000) | |||||||||||||||
Incentive Management Fee | Ashford LLC | Affiliated Entity | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Advisory services fee | 0 | 2,035,000 | 0 | |||||||||||||||
Incentive Management Fee | Remington Lodging | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties, net | 224,000 | 224,000 | ||||||||||||||||
Mobile Key App | OpenKey | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (34,000) | (33,000) | (10,000) | |||||||||||||||
Due to Ashford Inc. | 0 | 13,000 | 0 | 13,000 | ||||||||||||||
Mobile Key App | OpenKey | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | (12,000) | 0 | |||||||||||||||
Mobile Key App | OpenKey | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | 0 | |||||||||||||||
Mobile Key App | OpenKey | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mobile Key App | OpenKey | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (34,000) | (21,000) | (10,000) | |||||||||||||||
Mobile Key App | OpenKey | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mobile Key App | OpenKey | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mobile Key App | OpenKey | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mobile Key App | OpenKey | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | 0 | |||||||||||||||
Mobile Key App | OpenKey | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (194,000) | (265,000) | (45,000) | |||||||||||||||
Due to Ashford Inc. | 3,000 | 30,000 | 3,000 | 30,000 | ||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (148,000) | (228,000) | (45,000) | |||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | 0 | |||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (46,000) | (37,000) | 0 | |||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | ||||||||||||||||
“Allergy Friendly” Premium Rooms | Pure Wellness | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mortgage Placement Services | Lismore Capital | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (1,208,000) | (999,000) | (224,000) | |||||||||||||||
Mortgage Placement Services | Lismore Capital | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | 0 | |||||||||||||||
Mortgage Placement Services | Lismore Capital | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 995,000 | 999,000 | 224,000 | |||||||||||||||
Mortgage Placement Services | Lismore Capital | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mortgage Placement Services | Lismore Capital | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | 0 | |||||||||||||||
Mortgage Placement Services | Lismore Capital | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mortgage Placement Services | Lismore Capital | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mortgage Placement Services | Lismore Capital | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Mortgage Placement Services | Lismore Capital | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | 0 | |||||||||||||||
Mortgage Placement Services | Lismore Capital | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (213,000) | |||||||||||||||||
Project Management Services | Premier | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (10,123,000) | (3,958,000) | ||||||||||||||||
Due to Ashford Inc. | 2,433,000 | 1,657,000 | 2,433,000 | 1,657,000 | ||||||||||||||
Project Management Services | Premier | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (9,584,000) | (3,958,000) | ||||||||||||||||
Project Management Services | Premier | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | ||||||||||||||||
Project Management Services | Premier | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Project Management Services | Premier | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | ||||||||||||||||
Project Management Services | Premier | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Project Management Services | Premier | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Project Management Services | Premier | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (539,000) | |||||||||||||||||
Project Management Services | Premier | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | 0 | ||||||||||||||||
Project Management Services | Premier | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (946,000) | |||||||||||||||||
Due to Ashford Inc. | $ 85,000 | $ 0 | 85,000 | 0 | ||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (946,000) | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Watersports Activities and Travel/Transportation Services | RED Leisure | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | RED Leisure | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (720,000) | |||||||||||||||||
Hotel Management Services | RED Leisure | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | RED Leisure | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | RED Leisure | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (720,000) | |||||||||||||||||
Hotel Management Services | RED Leisure | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | Remington Lodging | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (572,000) | |||||||||||||||||
Hotel Management Services | Remington Lodging | Investments in Hotel Properties, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | Remington Lodging | Indebtedness, Net | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | Remington Lodging | Other Hotel Revenue | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | Remington Lodging | Other Hotel Expenses | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (323,000) | |||||||||||||||||
Hotel Management Services | Remington Lodging | Management fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | (249,000) | |||||||||||||||||
Hotel Management Services | Remington Lodging | Property Taxes, Insurance and Other | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | Remington Lodging | Advisory Services Fee | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | Remington Lodging | Corporate General and Administrative Expense | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Hotel Management Services | Remington Lodging | Write-off of Pemiums, Loan Costs and Exit Fees | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amount of transaction | 0 | |||||||||||||||||
Corporate General and Administrative Expense | Premier | Restricted Stock | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Allocated compensation expense | $ 72,000 | $ 0 | $ 0 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Intangible Assets, net | ||||
Cost | $ 5,682 | $ 29,732 | ||
Accumulated amortization | (663) | (2,054) | ||
Total | 5,019 | 27,678 | ||
Amortization of intangibles | 379 | 549 | $ 301 | |
Amortization of Intangible Liabilities | 0 | 23 | $ 56 | |
Intangible Assets | ||||
2020 | 379 | |||
2021 | 379 | |||
2022 | 379 | |||
2023 | 379 | |||
2024 | 379 | |||
Thereafter | 3,124 | |||
Total | $ 5,019 | $ 27,678 | ||
Customer Relationships | Ritz-Carlton Sarasota, Florida | ||||
Intangible Assets, net | ||||
Customer relationships useful life | 15 years | |||
Impact due to adoption of ASU 2016-02 | ||||
Intangible Assets, net | ||||
Derecognized intangible assets | $ 22,300 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended | 15 Months Ended | ||
Dec. 31, 2019USD ($)ground_leaseextension | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 05, 2019 | |
Leases | ||||
Commitments and Contingencies [Line Items] | ||||
Number of ground leases under operating leases | ground_lease | 2 | |||
Number of extension options | extension | 2 | |||
Term of lease extension option | 25 years | |||
Lease rent expense | $ 5,700 | $ 5,900 | ||
Lease rent expense, contingent rent | $ 1,800 | $ 2,200 | ||
Capital Commitments | ||||
Commitments and Contingencies [Line Items] | ||||
Capital commitment related to general capital improvement | $ 27,200 | |||
Period of capital commitment related to general capital improvement | 12 months | |||
Minimum | Management fees | ||||
Commitments and Contingencies [Line Items] | ||||
Monthly minimum property management fee | $ 14 | |||
Property management fee | 3.00% | 3.00% | ||
Minimum | Restricted Cash | ||||
Commitments and Contingencies [Line Items] | ||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 4.00% | |||
Minimum | Management fees | ||||
Commitments and Contingencies [Line Items] | ||||
Property management fee | 2.00% | |||
Maximum | Restricted Cash | ||||
Commitments and Contingencies [Line Items] | ||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 5.00% | |||
Maximum | Management fees | ||||
Commitments and Contingencies [Line Items] | ||||
Property management fee | 7.00% |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2019hotel | |
Concentration Risk [Line Items] | |
Number of hotel properties | 13 |
Revenues | Generated Excess of 10% of Total | |
Concentration Risk [Line Items] | |
Number of hotel properties | 2 |
Concentration risk | 25.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Selected Financial Quarterly _3
Selected Financial Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 121,701 | $ 118,884 | $ 118,516 | $ 128,513 | $ 98,945 | $ 108,846 | $ 121,118 | $ 102,489 | $ 487,614 | $ 431,398 | |
Total operating expenses | 117,734 | 110,401 | 105,807 | 114,433 | 95,785 | 97,623 | 99,702 | 88,201 | 448,375 | 381,311 | $ 375,221 |
Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties | 26,319 | (1,163) | 9 | 0 | 27 | 0 | 15,711 | 0 | 25,165 | 15,738 | |
OPERATING INCOME (LOSS) | 30,286 | 7,320 | 12,718 | 14,080 | 3,187 | 11,223 | 37,127 | 14,288 | 64,404 | 65,825 | 62,639 |
Net income (loss) | 17,095 | (8,954) | (5,623) | (1,322) | (13,913) | (626) | 12,854 | 4,270 | 1,196 | 2,585 | |
Net income (loss) attributable to the Company | 15,250 | (9,388) | (4,510) | (981) | (12,361) | (1,869) | 11,530 | 4,020 | 371 | 1,320 | 23,022 |
Net income (loss) attributable to common stockholders | $ 12,705 | $ (11,921) | $ (7,042) | $ (3,513) | $ (14,444) | $ (3,576) | $ 9,822 | $ 2,313 | $ (9,771) | $ (5,885) | $ 16,227 |
Diluted income (loss) attributable to common stockholders per share (in dollars per share) | $ 0.36 | $ (0.37) | $ (0.22) | $ (0.11) | $ (0.44) | $ (0.12) | $ 0.29 | $ 0.07 | $ (0.32) | $ (0.19) | $ 0.51 |
Weighted average diluted common shares (in shares) | 38,995 | 32,347 | 32,307 | 32,115 | 32,058 | 32,023 | 38,588 | 31,683 | 32,289 | 31,944 | 34,706 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Millions | Mar. 10, 2020USD ($) |
Amended Senior Revolving Credit Facility | Line of Credit | Subsequent Event | |
Subsequent Event [Line Items] | |
Draw on line of credit | $ 25 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 1,065,000 | |||
Initial Cost of Land | 455,298 | |||
Initial Cost of FF&E, Buildings and improvements | 1,072,161 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 263,715 | |||
Gross Carrying Amount At Close of Period, Land | 455,298 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 1,335,876 | |||
Gross Carrying Amount At Close of Period, Total | 1,791,174 | $ 1,562,806 | $ 1,403,110 | $ 1,258,412 |
Accumulated Depreciation | 309,752 | $ 262,905 | $ 257,268 | $ 243,880 |
Washington DC Hilton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 107,000 | |||
Initial Cost of Land | 45,721 | |||
Initial Cost of FF&E, Buildings and improvements | 106,245 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 38,204 | |||
Gross Carrying Amount At Close of Period, Land | 45,721 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 144,449 | |||
Gross Carrying Amount At Close of Period, Total | 190,170 | |||
Accumulated Depreciation | 55,116 | |||
La Jolla, CA Hilton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 88,000 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 114,614 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 18,271 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 132,885 | |||
Gross Carrying Amount At Close of Period, Total | 132,885 | |||
Accumulated Depreciation | 52,776 | |||
Seattle, WA Marriott | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 134,700 | |||
Initial Cost of Land | 31,888 | |||
Initial Cost of FF&E, Buildings and improvements | 112,176 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 5,988 | |||
Gross Carrying Amount At Close of Period, Land | 31,888 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 118,164 | |||
Gross Carrying Amount At Close of Period, Total | 150,052 | |||
Accumulated Depreciation | 39,667 | |||
Philadelpha, PA The Notary Hotel | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 84,600 | |||
Initial Cost of Land | 9,814 | |||
Initial Cost of FF&E, Buildings and improvements | 94,029 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 38,817 | |||
Gross Carrying Amount At Close of Period, Land | 9,814 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 132,846 | |||
Gross Carrying Amount At Close of Period, Total | 142,660 | |||
Accumulated Depreciation | 42,713 | |||
San Francisco CA Courtyard By Marriott | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 116,300 | |||
Initial Cost of Land | 22,653 | |||
Initial Cost of FF&E, Buildings and improvements | 72,731 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 63,496 | |||
Gross Carrying Amount At Close of Period, Land | 22,653 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 136,227 | |||
Gross Carrying Amount At Close of Period, Total | 158,880 | |||
Accumulated Depreciation | 41,636 | |||
Chicago, IL Chicago Sofitel Magnificent Mile | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 99,400 | |||
Initial Cost of Land | 12,631 | |||
Initial Cost of FF&E, Buildings and improvements | 140,369 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 12,002 | |||
Gross Carrying Amount At Close of Period, Land | 12,631 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 152,371 | |||
Gross Carrying Amount At Close of Period, Total | 165,002 | |||
Accumulated Depreciation | 27,573 | |||
Key West, FL Pier House Resort | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 80,000 | |||
Initial Cost of Land | 59,731 | |||
Initial Cost of FF&E, Buildings and improvements | 33,011 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 5,421 | |||
Gross Carrying Amount At Close of Period, Land | 59,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 38,432 | |||
Gross Carrying Amount At Close of Period, Total | 98,163 | |||
Accumulated Depreciation | 8,013 | |||
Yountville, CA Bardessono | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 40,000 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 64,184 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 7,251 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 71,435 | |||
Gross Carrying Amount At Close of Period, Total | 71,435 | |||
Accumulated Depreciation | 11,893 | |||
Yountville CA, Hotel Yountville | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 51,000 | |||
Initial Cost of Land | 47,849 | |||
Initial Cost of FF&E, Buildings and improvements | 48,567 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | (465) | |||
Gross Carrying Amount At Close of Period, Land | 47,849 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 48,102 | |||
Gross Carrying Amount At Close of Period, Total | 95,951 | |||
Accumulated Depreciation | 5,863 | |||
Beaver Creek, CO Park Hyatt | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 67,500 | |||
Initial Cost of Land | 89,117 | |||
Initial Cost of FF&E, Buildings and improvements | 56,383 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 9,638 | |||
Gross Carrying Amount At Close of Period, Land | 89,117 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 66,021 | |||
Gross Carrying Amount At Close of Period, Total | 155,138 | |||
Accumulated Depreciation | 10,471 | |||
Ritz-Carlton Sarasota, Florida | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 100,000 | |||
Initial Cost of Land | 83,630 | |||
Initial Cost of FF&E, Buildings and improvements | 99,782 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | (8,622) | |||
Gross Carrying Amount At Close of Period, Land | 83,630 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 91,160 | |||
Gross Carrying Amount At Close of Period, Total | 174,790 | |||
Accumulated Depreciation | 8,767 | |||
St. Thomas, USVI Ritz-Carlton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 42,500 | |||
Initial Cost of Land | 25,533 | |||
Initial Cost of FF&E, Buildings and improvements | 38,467 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 73,667 | |||
Gross Carrying Amount At Close of Period, Land | 25,533 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 112,134 | |||
Gross Carrying Amount At Close of Period, Total | 137,667 | |||
Accumulated Depreciation | 2,871 | |||
Truckee, CA Ritz-Carlton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 54,000 | |||
Initial Cost of Land | 26,731 | |||
Initial Cost of FF&E, Buildings and improvements | 91,603 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 47 | |||
Gross Carrying Amount At Close of Period, Land | 26,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 91,650 | |||
Gross Carrying Amount At Close of Period, Total | 118,381 | |||
Accumulated Depreciation | $ 2,393 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investment in real estate: | |||
Beginning balance | $ 1,562,806 | $ 1,403,110 | $ 1,258,412 |
Additions | 262,541 | 267,224 | 287,871 |
Write-offs | (14,445) | (22,134) | (6,935) |
Impairment | (476) | (5,885) | (25,391) |
Sales/disposals | (19,252) | (79,509) | (110,847) |
Ending balance | 1,791,174 | 1,562,806 | 1,403,110 |
Accumulated depreciation: | |||
Beginning balance | 262,905 | 257,268 | 243,880 |
Depreciation expense | 69,195 | 56,884 | 52,135 |
Impairment | (105) | (3,570) | 0 |
Write-offs | (14,445) | (22,134) | (6,935) |
Sales/disposals | (7,798) | (25,543) | (31,812) |
Ending balance | 309,752 | 262,905 | 257,268 |
Investment in real estate, net | $ 1,481,422 | $ 1,299,901 | $ 1,145,842 |
Schedule III - Real Estate an_4
Schedule III - Real Estate and Accumulated Depreciation - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
Building Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years 6 months |
Minimum | Furniture, Fixtures, and Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year 6 months |
Maximum | Furniture, Fixtures, and Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |