Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 03, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35972 | ||
Entity Registrant Name | BRAEMAR HOTELS & RESORTS INC. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 46-2488594 | ||
Entity Address, Address Line One | 14185 Dallas Parkway | ||
Entity Address, Address Line Two | Suite 1100 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75254 | ||
City Area Code | 972 | ||
Local Phone Number | 490-9600 | ||
Entity 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 | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 89,873 | ||
Entity Common Stock, Shares Outstanding | 40,453,693 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement pertaining to the 2021 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001574085 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | BHR | ||
Security Exchange Name | NYSE | ||
Series B Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock, Series B | ||
Trading Symbol | BHR-PB | ||
Security Exchange Name | NYSE | ||
Series D Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock, Series D | ||
Trading Symbol | BHR-PD | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Investments in hotel properties, gross | $ 1,784,849 | $ 1,791,174 |
Accumulated depreciation | (360,259) | (309,752) |
Investments in hotel properties, net | 1,424,590 | 1,481,422 |
Cash and cash equivalents | 78,606 | 71,995 |
Restricted cash | 34,544 | 58,388 |
Accounts receivable, net of allowance of $227 and $153, respectively | 13,557 | 19,053 |
Inventories | 2,551 | 2,794 |
Prepaid expenses | 4,405 | 4,992 |
Investment in unconsolidated entity | 1,708 | 1,899 |
Derivative assets | 0 | 582 |
Operating lease right-of-use assets | 81,260 | 82,596 |
Other assets | 14,898 | 13,018 |
Intangible assets, net | 4,640 | 5,019 |
Due from related parties, net | 991 | 551 |
Due from third-party hotel managers | 12,271 | 16,638 |
Total assets | 1,674,021 | 1,758,947 |
Liabilities: | ||
Indebtedness, net | 1,130,594 | 1,058,486 |
Accounts payable and accrued expenses | 61,758 | 94,919 |
Dividends and distributions payable | 2,736 | 9,143 |
Due to Ashford Inc. | 2,772 | 4,344 |
Due to third-party hotel managers | 1,393 | 1,685 |
Operating lease liabilities | 60,917 | 61,118 |
Other liabilities | 18,077 | 17,508 |
Total liabilities | 1,278,247 | 1,247,203 |
Commitments and contingencies (note 17) | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 5,031,473 and 5,008,421 shares issued and outstanding at December 31, 2020 and December 31, 2019 | 106,949 | 106,920 |
Redeemable noncontrolling interests in operating partnership | 27,655 | 41,570 |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at December 31, 2020 and December 31, 2019 | 16 | 16 |
Common stock, $0.01 par value, 250,000,000 shares authorized, 38,274,770 and 32,885,217 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 382 | 329 |
Additional paid-in capital | 541,870 | 519,551 |
Accumulated deficit | (266,010) | (150,629) |
Total stockholders’ equity of the Company | 276,258 | 369,267 |
Noncontrolling interest in consolidated entities | (15,088) | (6,013) |
Total equity | 261,170 | 363,254 |
Total liabilities and equity | $ 1,674,021 | $ 1,758,947 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
ASSETS | ||
Allowance for doubtful notes receivable | $ 227 | $ 153 |
Liabilities [Abstract] | ||
Series B preferred stock, shares outstanding (in shares) | 4,277,000 | 4,538,000 |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 38,274,770 | 32,885,217 |
Common stock, shares outstanding (in shares) | 38,274,770 | 32,885,217 |
Series B Preferred Stock | ||
Liabilities [Abstract] | ||
Preferred stock dividend rate | 5.50% | 5.50% |
Series B preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series B preferred stock, shares issued (in shares) | 5,031,473 | 5,008,421 |
Series B preferred stock, shares outstanding (in shares) | 5,031,473 | 5,008,421 |
Series D Preferred Stock | ||
Liabilities [Abstract] | ||
Preferred stock dividend rate | 8.25% | 8.25% |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||
Preferred stock, shares issued (in shares) | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding (in shares) | 1,600,000 | 1,600,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUE | |||
Total revenue | $ 226,974,000 | $ 487,614,000 | $ 431,398,000 |
Hotel operating expenses: | |||
Total hotel operating expenses | 189,977,000 | 323,612,000 | 272,632,000 |
Property taxes, insurance and other | 28,483,000 | 27,985,000 | 26,027,000 |
Depreciation and amortization | 73,371,000 | 70,112,000 | 57,383,000 |
Impairment charges | 0 | 0 | 71,000 |
Advisory services fee | 18,486,000 | 20,527,000 | 20,012,000 |
Transaction costs | 0 | 704,000 | 949,000 |
Corporate general and administrative | 6,657,000 | 5,435,000 | 4,237,000 |
Total expenses | 316,974,000 | 448,375,000 | 381,311,000 |
Gain (loss) on insurance settlement, disposition of assets and sale of hotel property | 10,149,000 | 25,165,000 | 15,738,000 |
OPERATING INCOME (LOSS) | (79,851,000) | 64,404,000 | 65,825,000 |
Equity in earnings (loss) of unconsolidated entity | (217,000) | (199,000) | (234,000) |
Interest income | 176,000 | 1,087,000 | 1,602,000 |
Other income (expense) | (5,126,000) | (13,947,000) | (253,000) |
Interest expense and amortization of loan costs | (45,104,000) | (54,507,000) | (49,653,000) |
Write-off of loan costs and exit fees | (3,920,000) | (647,000) | (4,178,000) |
Unrealized gain (loss) on investment in Ashford Inc. | 0 | 7,872,000 | (8,010,000) |
Unrealized gain (loss) on derivatives | 4,959,000 | (1,103,000) | (82,000) |
INCOME (LOSS) BEFORE INCOME TAXES | (129,083,000) | 2,960,000 | 5,017,000 |
Income tax (expense) benefit | 4,406,000 | (1,764,000) | (2,432,000) |
NET INCOME (LOSS) | (124,677,000) | 1,196,000 | 2,585,000 |
(Income) loss attributable to noncontrolling interest in consolidated entities | 6,436,000 | (2,032,000) | (2,016,000) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 12,979,000 | 1,207,000 | 751,000 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (105,262,000) | 371,000 | 1,320,000 |
Preferred dividends | (10,219,000) | (10,142,000) | (7,205,000) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (115,481,000) | $ (9,771,000) | $ (5,885,000) |
INCOME (LOSS) PER SHARE - BASIC: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.39) | $ (0.32) | $ (0.19) |
Weighted average common shares outstanding – basic (in shares) | 33,998 | 32,289 | 31,944 |
INCOME (LOSS) PER SHARE - DILUTED: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.39) | $ (0.32) | $ (0.19) |
Weighted average common shares outstanding – diluted (in shares) | 33,998 | 32,289 | 31,944 |
Total hotel revenue | |||
REVENUE | |||
Total revenue | $ 226,974,000 | $ 487,607,000 | $ 431,398,000 |
Rooms | |||
REVENUE | |||
Total revenue | 136,265,000 | 303,848,000 | 282,775,000 |
Hotel operating expenses: | |||
Total hotel operating expenses | 38,054,000 | 70,297,000 | 62,498,000 |
Food and beverage | |||
REVENUE | |||
Total revenue | 50,263,000 | 115,085,000 | 94,671,000 |
Hotel operating expenses: | |||
Total hotel operating expenses | 46,246,000 | 85,679,000 | 66,386,000 |
Other hotel | |||
REVENUE | |||
Total revenue | 40,446,000 | 68,674,000 | 53,952,000 |
Hotel operating expenses: | |||
Total hotel operating expenses | 98,467,000 | 151,063,000 | 128,100,000 |
Other | |||
REVENUE | |||
Total revenue | 0 | 7,000 | 0 |
Management fees | |||
Hotel operating expenses: | |||
Total hotel operating expenses | $ 7,210,000 | $ 16,573,000 | $ 15,648,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME (LOSS) | $ (124,677) | $ 1,196 | $ 2,585 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Total other comprehensive income (loss) | 0 | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | (124,677) | 1,196 | 2,585 |
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 6,436 | (2,032) | (2,016) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 12,979 | 1,207 | 751 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (105,262) | $ 371 | $ 1,320 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Ashford Inc. | Series D Preferred Stock | Series B Preferred Stock | Impact of adoption of new accounting standard | Preferred Stock | Preferred StockSeries D Preferred Stock | Preferred StockSeries B Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitAshford Inc. | Accumulated DeficitSeries D Preferred Stock | Accumulated DeficitSeries B Preferred Stock | Accumulated DeficitImpact of adoption of new accounting standard | Noncontrolling Interest in Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating PartnershipAshford Inc. |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Units outstanding at beginning of year | 4,790,000 | 4,966,000 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 32,120,000 | ||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ 376,552,000 | $ 0 | $ 321,000 | $ 469,791,000 | $ (88,807,000) | $ (4,753,000) | $ 46,627,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Purchase of common stock (in shares) | (31,000) | |||||||||||||||||
Purchase of common stock | (323,000) | (323,000) | ||||||||||||||||
Equity-based compensation | 5,182,000 | 5,182,000 | 1,822,000 | |||||||||||||||
Issuance of restricted shares/units (in shares) | 429,000 | |||||||||||||||||
Issuance of restricted shares/units | 58,000 | $ 4,000 | 54,000 | 18,000 | ||||||||||||||
Forfeiture of restricted common shares (in shares) | (6,000) | |||||||||||||||||
Forfeiture of restricted common shares | 0 | |||||||||||||||||
Issuance of shares (in shares) | 1,600,000 | |||||||||||||||||
Issuance of shares | 37,857,000 | $ 16,000 | 37,841,000 | |||||||||||||||
Dividends declared – common stock | (20,695,000) | (20,695,000) | ||||||||||||||||
Dividends declared – preferred stock | $ (376,000) | $ (6,829,000) | $ (376,000) | $ (6,829,000) | ||||||||||||||
Distributions to noncontrolling interests | (2,654,000) | (2,654,000) | (2,854,000) | |||||||||||||||
Net income (loss) | 3,336,000 | 1,320,000 | 2,016,000 | (751,000) | ||||||||||||||
Redemption value adjustment | (23,000) | (23,000) | 23,000 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 1,600,000 | 32,512,000 | ||||||||||||||||
Ending balance at Dec. 31, 2018 | $ 392,085,000 | $ (103,000) | $ 16,000 | $ 325,000 | 512,545,000 | (115,410,000) | $ (103,000) | (5,391,000) | 44,885,000 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Units outstanding at beginning of year | 4,833,000 | 4,966,000 | ||||||||||||||||
Beginning balance, temporary equity at Dec. 31, 2017 | $ 106,123,000 | |||||||||||||||||
Units outstanding at end of year (in shares) at Dec. 31, 2018 | 4,833,000 | 4,966,000 | ||||||||||||||||
Ending balance, temporary equity at Dec. 31, 2018 | $ 106,123,000 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Units outstanding at beginning of year | 4,833,000 | 4,966,000 | ||||||||||||||||
Purchase of common stock (in shares) | (45,000) | |||||||||||||||||
Purchase of common stock | $ (520,000) | (520,000) | ||||||||||||||||
Equity-based compensation | 5,342,000 | 5,342,000 | 2,601,000 | |||||||||||||||
Issuance of restricted shares/units (in shares) | 260,000 | |||||||||||||||||
Issuance of restricted shares/units | 0 | $ 2,000 | (2,000) | 8,000 | ||||||||||||||
Forfeiture of restricted common shares (in shares) | (7,000) | |||||||||||||||||
Forfeiture of restricted common shares | 0 | |||||||||||||||||
Preferred stock offering costs | $ (13,000) | (13,000) | ||||||||||||||||
Dividends declared – common stock | (21,302,000) | (21,302,000) | ||||||||||||||||
Dividends declared – preferred stock | (3,300,000) | $ (6,842,000) | (3,300,000) | (6,842,000) | ||||||||||||||
Distributions to noncontrolling interests | (2,654,000) | $ (3,509,000) | $ (3,509,000) | (2,654,000) | (2,594,000) | $ (456,000) | ||||||||||||
Redemption/conversion of operating partnership units (in shares) | 165,000 | |||||||||||||||||
Redemption/conversion of operating partnership units | 2,201,000 | $ 2,000 | 2,199,000 | (2,201,000) | ||||||||||||||
Net income (loss) | 2,403,000 | 371,000 | 2,032,000 | (1,207,000) | ||||||||||||||
Redemption value adjustment | (534,000) | (534,000) | 534,000 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 1,600,000 | 32,885,000 | ||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 363,254,000 | $ 16,000 | $ 329,000 | 519,551,000 | (150,629,000) | (6,013,000) | 41,570,000 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Units outstanding at beginning of year | 4,538,000 | 5,008,421 | 5,008,000 | |||||||||||||||
Issuance of preferred shares (in shares) | 42,000 | |||||||||||||||||
Issuance of preferred shares | $ 797,000 | |||||||||||||||||
Units outstanding at end of year (in shares) at Dec. 31, 2019 | 4,538,000 | 5,008,421 | 5,008,000 | |||||||||||||||
Ending balance, temporary equity at Dec. 31, 2019 | $ 106,920,000 | $ 106,920,000 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Units outstanding at beginning of year | 4,538,000 | 5,008,421 | 5,008,000 | |||||||||||||||
Purchase of common stock (in shares) | (47,000) | |||||||||||||||||
Purchase of common stock | $ (155,000) | (155,000) | ||||||||||||||||
Equity-based compensation | 5,746,000 | 5,746,000 | 2,146,000 | |||||||||||||||
Issuance of restricted shares/units (in shares) | 379,000 | |||||||||||||||||
Issuance of restricted shares/units | 0 | $ 3,000 | (3,000) | |||||||||||||||
Forfeiture of restricted common shares (in shares) | (10,000) | |||||||||||||||||
Forfeiture of restricted common shares | 0 | |||||||||||||||||
Issuance of shares (in shares) | 4,729,000 | |||||||||||||||||
Issuance of shares | 13,327,000 | $ 47,000 | 13,280,000 | |||||||||||||||
Claw back of dividends on cancelled Performance Stock Units | 202,000 | 202,000 | (270,000) | |||||||||||||||
Dividends declared – preferred stock | $ (3,300,000) | $ (6,919,000) | $ (3,300,000) | $ (6,919,000) | ||||||||||||||
Distributions to noncontrolling interests | (2,639,000) | (2,639,000) | ||||||||||||||||
Redemption/conversion of operating partnership units (in shares) | 339,000 | |||||||||||||||||
Redemption/conversion of operating partnership units | 3,454,000 | $ 3,000 | 3,451,000 | (3,454,000) | ||||||||||||||
Net income (loss) | (111,698,000) | (105,262,000) | (6,436,000) | (12,979,000) | ||||||||||||||
Redemption value adjustment | (102,000) | (102,000) | 102,000 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 1,600,000 | 38,275,000 | ||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 261,170,000 | $ 16,000 | $ 382,000 | $ 541,870,000 | $ (266,010,000) | $ (15,088,000) | $ 27,655,000 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Units outstanding at beginning of year | 4,277,000 | 5,031,473 | 5,031,000 | |||||||||||||||
Issuance of preferred shares (in shares) | 23,000 | |||||||||||||||||
Issuance of preferred shares | $ 29,000 | |||||||||||||||||
Units outstanding at end of year (in shares) at Dec. 31, 2020 | 4,277,000 | 5,031,473 | 5,031,000 | |||||||||||||||
Ending balance, temporary equity at Dec. 31, 2020 | $ 106,949,000 | $ 106,949,000 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Units outstanding at beginning of year | 4,277,000 | 5,031,473 | 5,031,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dividends declared per common share (in dollars per share) | $ 0.64 | $ 0.64 | |
Series D Preferred Stock | |||
Dividends declared per preferred share (in dollars per share) | $ 2.0625 | $ 2.0625 | 0.2349 |
Preferred stock dividend rate | 8.25% | 8.25% | |
Series B Preferred Stock | |||
Dividends declared per preferred share (in dollars per share) | $ 1.3750 | $ 1.3750 | $ 1.3750 |
Preferred stock dividend rate | 5.50% | 5.50% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ (124,677,000) | $ 1,196,000 | $ 2,585,000 |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
Depreciation and amortization | 73,371,000 | 70,112,000 | 57,383,000 |
Equity-based compensation | 7,892,000 | 7,943,000 | 7,004,000 |
Bad debt expense | 727,000 | 444,000 | 501,000 |
Amortization of loan costs and capitalized default interest | 854,000 | 4,343,000 | 4,260,000 |
Write-off of loan costs and exit fees | 3,920,000 | 647,000 | 4,178,000 |
Amortization of intangibles | 834,000 | 651,000 | 194,000 |
Amortization of non-refundable membership initiation fees | (440,000) | (181,000) | (36,000) |
Interest expense accretion on refundable membership club deposits | 818,000 | 864,000 | 676,000 |
Write-off of income guarantee | 0 | 0 | 2,000,000 |
(Gain) loss on insurance settlement, disposition of assets and sale of hotel property | (10,149,000) | (25,165,000) | (15,738,000) |
Impairment charges | 0 | 0 | 71,000 |
Realized and unrealized (gain) loss on investment in Ashford Inc. | 0 | 5,552,000 | 8,010,000 |
Realized and unrealized (gain) loss on derivatives | (24,000) | 1,381,000 | 82,000 |
Net settlement of trading derivatives | 698,000 | (1,076,000) | 102,000 |
Equity in (earnings) loss of unconsolidated entity | 217,000 | 199,000 | 234,000 |
Deferred income tax expense (benefit) | (956,000) | 764,000 | (807,000) |
Changes in operating assets and liabilities, exclusive of the effects of hotel acquisition: | |||
Accounts receivable and inventories | 4,057,000 | (5,788,000) | 5,249,000 |
Insurance receivable | 0 | 0 | 8,825,000 |
Prepaid expenses and other assets | (1,460,000) | (2,228,000) | 2,447,000 |
Accounts payable and accrued expenses | (10,499,000) | 13,394,000 | (8,172,000) |
Operating lease right-of-use assets | 541,000 | 518,000 | |
Due to/from related parties, net | (440,000) | (775,000) | 560,000 |
Due to/from third-party hotel managers | 4,075,000 | (5,484,000) | 1,634,000 |
Due to/from Ashford Inc. | (1,674,000) | (555,000) | 1,833,000 |
Operating lease liabilities | (223,000) | (194,000) | |
Other liabilities | 2,251,000 | (300,000) | (12,342,000) |
Net cash provided by (used in) operating activities | (50,287,000) | 66,262,000 | 70,733,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from property insurance | 9,037,000 | 11,020,000 | 32,364,000 |
Net proceeds from disposition of assets and sale of hotel property | 0 | 10,300,000 | 65,336,000 |
Proceeds from sale of investment in Ashford Inc. | 0 | 597,000 | 0 |
Acquisition of hotel properties, net of cash and restricted cash acquired | 0 | (111,751,000) | (184,960,000) |
Investment in unconsolidated entity | (26,000) | (332,000) | (2,000,000) |
Improvements and additions to hotel properties | (25,552,000) | (136,259,000) | (77,564,000) |
Net cash provided by (used in) investing activities | (16,541,000) | (226,425,000) | (166,824,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on indebtedness | 109,317,000 | 329,500,000 | 575,000,000 |
Repayments of indebtedness | (47,822,000) | (257,086,000) | (400,551,000) |
Payments of loan costs and exit fees | (6,485,000) | (4,447,000) | (9,517,000) |
Payments for derivatives | (92,000) | (115,000) | (362,000) |
Purchase of common stock | (263,000) | (384,000) | (323,000) |
Payments for dividends and distributions | (16,154,000) | (33,409,000) | (30,328,000) |
Proceeds from issuance of preferred stock | 474,000 | 645,000 | 37,954,000 |
Proceeds from issuance of common stock | 13,259,000 | 0 | 0 |
Distributions to noncontrolling interest in consolidated entities | (2,639,000) | (2,654,000) | (2,654,000) |
Other | 0 | 8,000 | 18,000 |
Net cash provided by (used in) financing activities | 49,595,000 | 32,058,000 | 169,237,000 |
Net change in cash, cash equivalents and restricted cash | (17,233,000) | (128,105,000) | 73,146,000 |
Cash, cash equivalents and restricted cash at beginning of period | 130,383,000 | 258,488,000 | 185,342,000 |
Cash, cash equivalents and restricted cash at end of period | 113,150,000 | 130,383,000 | 258,488,000 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Interest paid | 27,900,000 | 49,645,000 | 43,886,000 |
Income taxes paid (refunded) | 140,000 | (11,000) | 2,299,000 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Dividends and distributions declared but not paid | 2,736,000 | 9,143,000 | 8,514,000 |
Common stock purchases accrued but not paid | 28,000 | 136,000 | 0 |
Capital expenditures accrued but not paid | 8,993,000 | 18,572,000 | 10,637,000 |
Non-cash dividends paid | 0 | 0 | 58,000 |
Non-cash loan proceeds associated with accrued interest | 2,229,000 | 0 | 0 |
Non-cash loan principal associated with default interest and late charges | 9,859,000 | 0 | 0 |
Unsettled common stock offering proceeds | 68,000 | 0 | 0 |
Unsettled preferred stock offering proceeds | 0 | 75,000 | 0 |
Accrued preferred stock offering expenses | 0 | 33,000 | 97,000 |
Non-cash settlement of note receivable | 0 | 0 | 8,098,000 |
Non-cash settlement of TIF loan | 0 | 0 | 8,098,000 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||
Cash, cash equivalents and restricted cash | 130,383,000 | 258,488,000 | 258,488,000 |
Ashford Inc. | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Distribution of Ashford Inc. common stock | $ 0 | $ 3,965,000 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
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 Internal Revenue Code of 1986, as amended (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 Hospitality Advisors LLC (“Ashford LLC” or the “Advisor”) 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. 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 and related services, broker-dealer and distribution 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, 2020, 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 Internal Revenue Code related to operating hotels. As of December 31, 2020, twelve of our thirteen hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for 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, 2020, 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 Hotel Services, Inc. (“Marriott”), Hilton Management LLC (“Hilton”), Accor Management US Inc. (“Accor”), Hyatt Corporation (“Hyatt”), Ritz-Carlton (Virgin Islands), Inc. and The Ritz-Carlton Hotel Company, L.L.C., each of which are affiliates of Marriott (“Ritz-Carlton”) and Remington Hotels, which are eligible independent contractors under the Internal Revenue Code. COVID-19, Management’s Plans and Liquidity In December 2019, COVID-19 was identified in Wuhan, China, subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Beginning in late February 2020, we have experienced a significant decline in occupancy and RevPAR associated with COVID-19 as we experienced significant reservation cancellations as well as a significant reduction in new reservations. The prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry and our portfolio have experienced the postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders in March 2020, the Company temporarily suspended operations at 11 of its 13 hotels and dramatically reduced staffing and expenses at its hotels that remained operational. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. The full financial impact of the reduction in hotel demand caused by the pandemic and suspension of operations at the Company’s hotels cannot be reasonably estimated at this time due to uncertainty as to its severity and duration. In addition, one or more possible recurrences of COVID-19 cases could result in further reductions in business and personal travel and could cause state and local governments to reinstate travel restrictions. The Company expects that the COVID-19 pandemic will continue to have a negative impact on the Company’s results of operations, financial position and cash flow in 2021 and potentially much longer. As a result, in March 2020, the Company fully drew down its $75 million secured revolving credit facility, which was later converted into a term loan, suspended the quarterly cash dividend on its common stock, reduced planned capital expenditures, and, working closely with its hotel managers, significantly reduced its hotels’ operating expenses. See note 7 for term loan details. All of the Company’s property-level debt is non-recourse. Beginning on April 1, 2020, we did not make at least one interest payment under nearly all of our loan agreements, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Further, the Company triggered an “Event of Default,” as defined under the secured revolving credit facility agreement as a result of the Company being in default on mortgage and mezzanine loans with an aggregate principal amount in excess of $200 million. Pursuant to the terms of the applicable loan documents, such an Event of Default caused an automatic increase in the interest rate on our outstanding loan balance for the period such Event of Default remains outstanding. Following an Event of Default, our lenders can generally elect to accelerate all principal and accrued interest payments that remain outstanding under the applicable loan agreement and foreclose on the applicable hotel properties that are security for such loans. Such Event of Default under the senior revolving credit facility agreement was eliminated by the First Amendment to the Second Amended and Restated Credit Agreement, dated June 8, 2020, which provides that defaults under mortgage and mezzanine loans wi th an aggregate principal amount in excess of $200 million do not trigger a default under the senior revolving credit agreement unless such mortgage or mezzanine loans are also accelerated, and excluding from the $200 million threshold, any default and acceleration under those certain mortgage and mezzanine loans having an aggregate principal amount of $435 million and secured by the Marriott Seattle Waterfront, Sofitel Chicago Magnificent Mile, The Notary Hotel and The Clancy. During the second and third quarter of 2020, we reached forbearance and other agreements with our lenders relating to loans secured by the Pier House Resort & Spa, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Hotel Yountville, Bardessono Hotel and Spa, Sofitel Chicago Magnificent Mile, The Notary Hotel, The Clancy, Marriott Seattle Waterfront, Capital Hilton and Hilton La Jolla Torrey Pines. The Company also amended its secured revolving credit facility converting it into a $65 million secured term loan and changed the terms of certain financial covenants, including a waiver of the Consolidated Fixed Charge Coverage Ratio (as defined in the Amendment) through March 31, 2021, that the Company was subject to under the secured revolving credit facility. On February 22, 2021, the Company entered into the Second Amendment to Second Amended and Restated Credit Agreement. The amendment provides an extension of the waiver on the majority of the covenants through the fourth quarter of 2021 and a reduced fixed charge coverage ratio covenant through the end of 2022. The first period in which covenants will be tested is for the fiscal quarter ending March 31, 2022. The amendment also allows the Company to utilize approximately $9.3 million of cash held in FF&E reserve accounts at certain properties for discretionary capital expenditures. As of December 31, 2020, no loans are in default. Additionally, the Company did not make rental payments under two ground leases that are paid monthly; however, the Company executed a forbearance agreement with the landlord of the Bardessono Hotel and Spa and executed a rent deferral letter with the landlord of the Hilton La Jolla Torrey Pines, each of which temporarily resolved any potential events of default arising out of such non-payments. As of December 31, 2020, the Company is current on its rental payments. When preparing financial statements for each annual and interim reporting period management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, the Company considers its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next 12 months. As of December 31, 2020, the Company maintained unrestricted cash of $78.6 million and restricted cash of $34.5 million. The vast majority of the restricted cash is comprised of lender and manager held reserves. The Company worked with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls. As of December 31, 2020, there was also $12.3 million due to the Company from third-party hotel managers, which is the Company’s cash held by one of its property managers which is also available to fund hotel operating costs. We cannot predict when hotel operating levels will return to normalized levels after the effects of the pandemic subside, whether our hotels will be forced to shut down operations or whether one or more governmental entities may impose additional travel restrictions due to a resurgence of COVID-19 cases in the future. As a result of these factors resulting from the impact of |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 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. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. Investment in Unconsolidated Entity —As of December 31, 2020, we held a 8.2% 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 in earnings (loss) of unconsolidated entity. No such impairment was recorded for the years ended December 31, 2020, 2019 and 2018. 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. 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, which approximates amortization based on economic consumption. 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. 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 and credit default swaps 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. See note 16. 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 16. 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, 2020 and 2019, 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 —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. 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, 2020, 2019 and 2018, we incurred advertising costs of $2.1 million, $4.5 million and $3.8 million, respectively. Advertising costs are included in “other” hotel expenses in our consolidated statements of operations. Equity-Based Compensation —Prior to the adoption of 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 2016 through 2020 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 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. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments—Equity Method and Joint Ventures , for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 will have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe following tables present our revenue disaggregated by geographical areas (in thousands): Year Ended December 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 46,291 $ 13,573 $ 8,056 $ — $ 67,920 Colorado 1 12,847 6,178 6,529 — 25,554 Florida 2 33,829 17,009 14,446 — 65,284 Illinois 1 5,979 1,293 610 — 7,882 Pennsylvania 1 7,349 1,227 424 — 9,000 Washington 1 5,604 797 620 — 7,021 Washington, D.C. 1 7,595 3,519 1,604 — 12,718 USVI 1 16,771 6,667 8,157 — 31,595 Total 13 $ 136,265 $ 50,263 $ 40,446 $ — $ 226,974 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 Corporate entities — — — — — — Total 13 $ 282,775 $ 94,671 $ 53,952 $ — $ 431,398 For the years ended December 31, 2020, 2019 and 2018, the Company recorded revenue from business interruption losses associated with lost profits from hurricanes of $4.0 million, $19.3 million and $13.9 million, respectively. Additionally, during the year ended December 31, 2018, the Company recorded revenue of $1.9 million, net of deductibles of $500,000, for business interruption losses associated with lost profits at the Bardessono Hotel and Spa and Hotel Yountville as a result of the Napa wildfires. These revenues are included in “other” hotel revenue in our consolidated statements of operations. 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. These revenues are included in “other” hotel revenue in our consolidated statements of operations. |
Investments in Hotel Properties
Investments in Hotel Properties, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Land $ 455,298 $ 455,298 Buildings and improvements 1,190,437 1,173,151 Furniture, fixtures and equipment 127,692 129,595 Construction in progress 11,422 33,130 Total cost 1,784,849 1,791,174 Accumulated depreciation (360,259) (309,752) Investments in hotel properties, net $ 1,424,590 $ 1,481,422 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, 2020 and 2019, respectively. For the years ended December 31, 2020, 2019 and 2018, depreciation expense was $72.8 million, $69.5 million and $56.8 million, respectively. Impairment Charges and Insurance Recoveries In September 2020, the Company reached a final settlement with its insurance carriers related to Hurricane Irma. Upon settlement, the Company recorded a gain of $10.1 million as the proceeds received exceeded the carrying value of the hotel property at the time of the loss. 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. For the years ended December 31, 2020, 2019 and 2018, the Company received proceeds of $14.5 million, $36.6 million and $48.1 million, respectively, from our insurance carriers for property damage and business interruption from Hurricane Irma. During the years ended December 31, 2020 and 2019, no impairment charges were recorded. During the year ended December 31, 2018, the Company recorded an impairment charge of $71,000, as a result of a change in estimate of property |
Hotel Disposition
Hotel Disposition | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Disposition | Hotel Disposition 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 property” in our consolidated statements of operations. Since the sale of the hotel property 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 this hotel property through the date of disposition in net income (loss) as shown in our consolidated statements of operations for the year ended December 31, 2018, respectively . The following table includes the condensed financial information from this hotel property (in thousands): Year Ended December 31, 2018 Total hotel revenue $ 14,611 Total hotel operating expenses (7,431) Property taxes, insurance and other (529) Depreciation and amortization (1,294) Impairment charges (12) Gain (loss) on insurance settlement, disposition of assets and sale of hotel property 15,738 Operating income (loss) 21,083 Interest expense and amortization of loan costs (791) Income (loss) before income taxes 20,292 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (2,277) Income (loss) before income taxes attributable to the Company $ 18,015 |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity 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. In 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. An additional investment of $26,000 was made during the year ended December 31, 2020. All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. As of December 31, 2020, the Company has made investments in OpenKey totaling $2.4 million. Our investment is recorded as “investment in unconsolidated entity” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. We review our investment in OpenKey for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the years ended December 31, 2020, 2019 and 2018. The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 1,708 $ 1,899 Ownership interest in OpenKey 8.2 % 8.6 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2020 2019 2018 Equity in earnings (loss) of unconsolidated entity $ (217) $ (199) $ (234) |
Indebtedness, net
Indebtedness, net | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness, net consisted of the following (dollars in thousands): December 31, 2020 December 31, 2019 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) Park Hyatt Beaver Creek Resort & Spa April 2021 LIBOR (1) + 2.75% 67,500 140,516 67,500 144,667 Mortgage loan (5) The Notary Hotel June 2021 LIBOR (1) + 2.16% 435,000 439,215 435,000 465,005 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (6) The Ritz-Carlton St. Thomas August 2021 LIBOR (1) + 3.95% 42,500 130,216 42,500 134,796 Mortgage loan (7) Hotel Yountville May 2022 LIBOR (1) + 2.55% 51,000 87,795 51,000 90,088 Mortgage loan (7) Bardessono Hotel and Spa August 2022 LIBOR (1) + 2.55% 40,000 56,645 40,000 59,542 Term loan (3) Equity October 2022 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) + 2.25% to 3.50% 61,495 — — — Mortgage loan (7) The Ritz-Carlton Sarasota April 2023 LIBOR (1) + 2.65% 100,000 163,814 100,000 166,023 Mortgage loan (7) The Ritz-Carlton Lake Tahoe January 2024 LIBOR (1) + 2.10% 54,000 113,821 54,000 115,988 Mortgage loan (8) Capital Hilton February 2024 LIBOR (1) + 1.70% 197,229 203,918 195,000 215,163 Hilton La Jolla Torrey Pines Mortgage loan (7) Pier House Resort & Spa September 2024 LIBOR (1) + 1.85% 80,000 88,650 80,000 90,150 1,128,724 1,424,590 1,065,000 1,481,422 Capitalized default interest and late charges 7,304 — — — Deferred loan costs, net (5,434) — (6,514) — Indebtedness, net $ 1,130,594 $ 1,424,590 $ 1,058,486 $ 1,481,422 __________________ (1) LIBOR rates were 0.144% and 1.763% at December 31, 2020 and December 31, 2019, respectively. (2) Base Rate, as defined in the secured term loan 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) Effective June 8, 2020, we amended our secured revolving credit facility totaling $75 million, which was the total borrowing capacity. In conjunction with the amendment, we repaid $10.0 million of principal and converted the facility to a term loan with a principal balance of $65 million. The amended term loan is interest only until March 2021 and bears interest at a rate of Base Rate + 1.25% - 2.50% or LIBOR + 2.25% - 3.5%, with a LIBOR floor of 0.50%. (4) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in April 2020. (5) Effective June 9, 2020, we executed a FF&E accommodation agreement for this mortgage loan. Terms of the agreement included lender-held reserves were made available to fund property-level operating expenses and monthly FF&E escrow deposits were waived through January 2021. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised in June 2020. (6) The interest rate spread on this mortgage loan changed from 4.95% as of December 31, 2019, to 3.95% as of March 31, 2020, based on an appraisal received in accordance with the August 5, 2019 loan amendment. This mortgage loan has a LIBOR floor of 1.00%. This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (7) Effective May 1, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included adding a LIBOR floor of 0.25%; deferral of interest payments for three months with the option to extend the interest payment deferral an additional three months, which was exercised in August 2020, with all deferred payments due at maturity; lender-held reserves were made available to fund property-level operating expenses; and monthly FF&E escrow deposits were waived through December 2020. (8) Effective September 24, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months, lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. In conjunction with the forbearance agreement, deferred interest payments of $2.2 million were capitalized into the principal balance and are to be repaid in 12 monthly installments beginning January 2021. 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, originally bearing interest at a rate of LIBOR + 4.95% with a two-year initial term and 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. The mortgage loan is secured by the Pier House Resort & Spa. 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 was no amount outstanding on the Company’s previous credit facility as of December 31, 2019. In April 2020, certain subsidiaries of the Company applied for and received loans from Key Bank, N.A. under the Payroll Protection Program (“PPP”), which was established under the CARES Act. All funds borrowed under the PPP totaling $34.3 million were returned on or before May 7, 2020. On June 8, 2020, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “Amendment”). The Amendment converted the $75 million Second Amended and Restated Credit Agreement, dated October 25, 2019 (the “Credit Facility”), which was a secured revolving credit facility, into a $65 million secured term loan. The Company had borrowed the full borrowing capacity of $75 million under the Credit Facility and repaid $10 million on June 8, 2020, in connection with the signing of the Amendment. Pursuant to the terms of the Amendment, borrowings will bear interest at a rate of LIBOR plus 3.50% or Base Rate plus 2.50% until June 30, 2021. After such date, the pricing will revert to the original terms of the Credit Facility. The Amendment also added principal amortization of $5 million per quarter commencing on March 31, 2021. The Amendment changes the terms of certain financial covenants that the Company was subject to under the Credit Facility. The Amendment has the same maturity date of October 25, 2022 but removes the two one-year extension options and also removes the Company’s ability to reborrow amounts that have been repaid. On February 22, 2021, the Company entered into the Second Amendment to Second Amended and Restated Credit Agreement. The amendment provides an extension of the waiver on the majority of the covenants through the fourth quarter of 2021 and a reduced fixed charge coverage ratio covenant through the end of 2022. The first period in which covenants will be tested is for the fiscal quarter ending March 31, 2022. The amendment also allows the Company to utilize approximately $9.3 million of cash held in FF&E reserve accounts at certain properties for discretionary capital expenditures. We are required to maintain certain financial ratios under our secured term loan. 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. 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. Beginning on April 1, 2020, we did not make at least one interest payment under nearly all of our loan agreements, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Further, the Company triggered an “Event of Default,” as defined under the secured revolving credit facility agreement as a result of the Company being in default on mortgage and mezzanine loans with an aggregate principal amount in excess of $200 million. Pursuant to the terms of the applicable loan documents, such an Event of Default caused an automatic increase in the interest rate on our outstanding loan balance for the period such Event of Default remains outstanding. Following an Event of Default, our lenders can generally elect to accelerate all principal and accrued interest payments that remain outstanding under the applicable loan agreement and foreclose on the applicable hotel properties that are security for such loans. Such Event of Default under the senior revolving credit facility agreement was eliminated by the First Amendment to Second Amended and Restated Credit Agreement, dated June 8, 2020, which provides that defaults under mortgage and mezzanine loans with an aggregate principal amount in excess of $200 million do not trigger a default under the senior revolving credit agreement unless such mort gage or mezzanine loans are also accelerated, and excluding from the $200 million threshold, any default and acceleration under those certain mortgage and mezzanine loans having an aggregate principal amount of $435 million and secured by the Marriott Seattle Waterfront, Sofitel Chicago Magnificent Mile, The Notary Hotel and The Clancy. During the second and third quarter of 2020, we reached forbearance and other agreements with our lenders relating to loans secured by the Pier House Resort & Spa, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Hotel Yountville, Bardessono Hotel and Spa, Sofitel Chicago Magnificent Mile, The Notary Hotel, The Clancy, Marriott Seattle Waterfront, Capital Hilton and Hilton La Jolla Torrey Pines. As of December 31, 2020, no loans are in default. See note 16 for discussion of the loan modification agreement with Lismore Capital LLC (“Lismore”). As of December 31, 2020, the Company determined that all of the forbearance and other agreements evaluated were considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. No gain or loss was recognized during the year ended December 31, 2020, as the carrying amount of the original loans was not greater than the undiscounted cash flows of the modified loans. Additionally, as a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and will be amortized over the remaining term of the loan using the effective interest method. The amount of default interest and late charges capitalized into indebtedness as of December 31, 2020, was $9.9 million. The amount of principal amortization during the year ended December 31, 2020 was $2.6 million. Maturities and scheduled amortization of indebtedness as of December 31, 2020, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands): 2021 $ 567,229 2022 132,495 2023 100,000 2024 329,000 2025 — Thereafter — Total $ 1,128,724 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 2018 Notional amount (in thousands) $ 602,500 $ 391,000 $ 727,000 Strike rate low end of range 3.00 % 3.00 % 2.43 % Strike rate high end of range 4.00 % 7.80 % 7.80 % Effective date range March 2020 - June 2020 January 2019 - December 2019 February 2018 - December 2018 Termination date range April 2021 - June 2021 March 2020 - October 2021 March 2019 - June 2020 Total cost of interest rate caps (in thousands) $ 92 $ 115 $ 362 Interest rate floors: Notional amount (in thousands) $ — $ 2,000,000 $ 4,000,000 Strike rate low end of range 1.63 % 1.38 % Strike rate high end of range 1.63 % 2.00 % Effective date January 2019 July 2018 Termination date March 2020 June 2019 - September 2019 Total cost of interest rate floors (in thousands) $ — $ 75 $ 138 _______________ No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) December 31, 2020 December 31, 2019 Notional amount (in thousands) $ 779,000 $ 968,000 Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 4.00 % 7.80 % Termination date range February 2021 - October 2021 January 2020 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 779,000 $ 870,000 Interest rate floors: (1) (2) Notional amount (in thousands) $ — $ 5,000,000 Strike rate low end of range (0.25) % Strike rate high end of range 1.63 % Termination date range March 2020 - 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. 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. During the fourth quarter of 2020, we disposed of all CMBX credit default swaps. See note 9. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
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. 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 is obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty. Fair 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. 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, 2020, the LIBOR interest rate forward curve (Level 2 inputs) assumed a downtrend from 0.144% to 0.131% 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 Significant Unobservable Inputs Counterparty and Cash Collateral Netting (2) Total December 31, 2020 Assets Derivative assets: Interest rate derivatives - caps (1) $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — (3) Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Counterparty and Cash Collateral Netting (2) 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 $ — $ (548) $ — $ 1,130 $ 582 (3) __________________ (1) As of December 31, 2020, the Company has outstanding interest rate caps. See note 8. (2) Represents net cash collateral posted between us and our counterparties. (3) 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, 2020 2019 2018 Assets Derivative assets: Interest rate derivatives - floors $ — $ (152) $ (179) Interest rate derivatives - caps (93) (134) (347) Credit default swaps 117 (1) (1,095) (1) 444 (1) Total derivative assets $ 24 $ (1,381) $ (82) Non-derivative assets: Investment in Ashford Inc. $ — $ (5,552) $ (8,010) Total $ 24 $ (6,933) $ (8,092) Total combined Interest rate derivatives - floors $ 3,615 $ 126 $ (179) Interest rate derivatives - caps (93) (134) (347) Credit default swaps 1,437 (1,095) 444 Options on futures contracts — — — Unrealized gain (loss) on derivatives 4,959 (1,103) (82) Realized gain (loss) on credit default swaps (1,320) — — Realized gain (loss) on interest rate floors (3,615) (2) (278) (2) — Unrealized gain (loss) on investment in Ashford Inc. — 7,872 (8,010) Realized gain (loss) on investment in Ashford Inc. — (13,424) — Net $ 24 $ (6,933) $ (8,092) _______________ (1) Excludes costs associated with credit default swaps of $191 , $253, $253 for the years ended December 31, 2020, 2019 and 2018, 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. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Financial assets and liabilities measured at fair value: Derivative assets $ — $ — $ 582 $ 582 Financial assets not measured at fair value: Cash and cash equivalents $ 78,606 $ 78,606 $ 71,995 $ 71,995 Restricted cash 34,544 34,544 58,388 58,388 Accounts receivable, net 13,557 13,557 19,053 19,053 Due from related parties, net 991 991 551 551 Due from third-party hotel managers 12,271 12,271 16,638 16,638 Financial liabilities not measured at fair value: Indebtedness $ 1,128,724 $884,325 to $977,411 $ 1,065,000 $1,003,863 to $1,109,532 Accounts payable and accrued expenses 61,758 61,758 94,919 94,919 Dividends and distributions payable 2,736 2,736 9,143 9,143 Due to Ashford Inc. 2,772 2,772 4,344 4,344 Due to third-party hotel managers 1,393 1,393 1,685 1,685 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 from related parties, 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. Derivative assets . See notes 8 and 9 for a complete description of the methodology and assumptions utilized in determining fair values. Indebtedness, net. 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 78.3% to 86.6% of the carrying value of $1.1 billion at December 31, 2020, and approximately 94.3% to 104.2% of the carrying value of $1.1 billion at December 31, 2019. These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (105,262) $ 371 $ 1,320 Less: Dividends on preferred stock (10,219) (10,142) (7,205) Less: Dividends on common stock — (24,145) (20,495) Less: Dividends on unvested performance stock units — (261) — Add: Claw back of dividends on cancelled performance stock units 202 — 114 Less: Dividends on unvested restricted shares — (405) (314) Undistributed net income (loss) allocated to common stockholders (115,279) (34,582) (26,580) Add back: Dividends on common stock — 24,145 20,495 Distributed and undistributed net income (loss) - basic and diluted $ (115,279) $ (10,437) $ (6,085) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 33,998 32,289 31,944 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (3.39) $ (0.32) $ (0.19) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (3.39) $ (0.32) $ (0.19) 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, 2020 2019 2018 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 405 $ 314 Income (loss) allocated to unvested performance stock units — 261 (114) Income (loss) attributable to redeemable noncontrolling interests in operating partnership (12,979) (1,207) (751) Dividends on preferred stock - Series B 6,919 6,842 6,829 Total $ (6,060) $ 6,301 $ 6,278 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 22 51 55 Effect of unvested performance stock units — 193 48 Effect of assumed conversion of operating partnership units 3,923 4,219 4,159 Effect of assumed conversion of preferred stock - Series B 6,728 6,581 6,569 Total 10,673 11,044 10,831 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating PartnershipRedeemable 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, 2020, there were approximately 220,000 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, 2020, 2019 and 2018, approximately 211,000, 281,000 and 312,000 Performance LTIP units were cancelled due to the market condition criteria not being met, respectively. On March 16, 2020, the Company announced that in light of the uncertainty created by the effects of COVID-19, the annual cash retainer for each independent director serving on the Company’s board of directors would be temporarily reduced by 25% and would continue in effect until the board of directors determined in its discretion that the effects of COVID-19 had subsided. The Company also disclosed at that time that any amounts relinquished pursuant to the reduction in fees may be paid in the future, as determined by the board of directors in its discretion. On August 6, 2020, the Company announced that for fiscal year 2020, the independent directors will receive the full value of their annual cash retainer (without reduction). The full value of such cash retainer will be paid 25% in either fully vested shares of common stock or LTIP units (at each director’s election) and 75% in cash; however, each independent director may also elect to take all or any portion of such 75% in either fully vested shares of common stock or LTIP units. The remaining quarterly installments of such retainer will be adjusted so that, for fiscal 2020 in the aggregate, each independent director will have received the full value of the annual cash retainer in the mix of cash and fully vested common stock (or LTIP units) so elected. This arrangement does not apply to any additional cash retainers for committee service or service as lead director, or meeting fees, which will continue to be paid in cash. On May 22, 2020, September 28, 2020 and December 15, 2020, approximately 17,000, 8,000 and 4,000 LTIP units, respectively, were issued to independent directors, with fair values of approximately $44,000, $20,000 and $19,000, respectively, which vested immediately upon grant and have been expensed during the year ended December 31, 2020. These grants represented a portion of the annual cash retainer for each independent director serving on the Company’s board of directors. As of December 31, 2020, we have issued a total of approximately 1.1 million LTIP units (including Performance LTIP units), net of cancellations, all of which, other than approximately 104,000 LTIP units and 60,000 Performance LTIP units issued from March 2015 to December 2020, 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 2020 2019 2018 Performance LTIP units Advisory services fee $ 884 $ 1,144 $ 785 LTIP units Advisory services fee 1,142 1,354 976 LTIP units - independent directors Corporate, general and administrative 120 103 61 Total $ 2,146 $ 2,601 $ 1,822 The unamortized cost of the unvested Performance LTIP units of $409,000 at December 31, 2020 will be expensed over a period of 2.0 years with a weighted average perio d of 1.7 years. The unamortized cost of the unvested LTIP units of $771,000 at December 31, 2020, will be amortized over a period of 2.2 years with a weighted average period of 1.4 yea rs. A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Units outstanding at beginning of year 4,538 4,833 4,790 LTIP units issued 129 91 144 Performance LTIP units issued 160 60 211 Units redeemed for shares of common stock (339) (165) — Performance LTIP units cancelled (211) (281) (312) Units outstanding at end of year 4,277 4,538 4,833 Units convertible/redeemable at end of year 3,823 4,027 4,045 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, 2020 December 31, 2019 Redeemable noncontrolling interests in Braemar OP $ 27,655 $ 41,570 Adjustments to redeemable noncontrolling interests (1) $ 167 $ 65 Ownership percentage of operating partnership 9.43 % 10.96 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. 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, 2020 2019 2018 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 12,979 $ 1,207 $ 751 Distributions declared to holders of common units, LTIP units and Performance LTIP units — 3,050 2,854 Performance LTIP dividend claw back upon cancellation (270) — — The following table presents the common units redeemed and the fair value at redemption (in thousands): Year Ended December 31, 2020 2019 2018 Common units converted to common stock 339 165 — Fair value of common units converted $ 390 (1) $ 2,201 $ — ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | Equity Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Year Ended December 31, 2020 2019 2018 Common stock dividends declared $ — $21,302 $ 20,695 Claw back of dividends on cancelled Performance Stock Units (202) — — 8.25% Series D Cumulative Preferred Stock —At December 31, 2020 and 2019, 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. The Series D Cumulative Preferred Stock dividend for all issued and outstanding shares is set at $2.0625 per annum per share. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2020 2019 2018 Series D Cumulative Preferred Stock $ 3,300 $ 3,300 $ 376 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, 2020, 2019 and 2018. As of December 31, 2020, $50 million remains authorized by the board of directors pursuant to the December 5, 2017 approval. We repurchased approximately 47,000, 45,000 and 31,000 shares of our common stock in 2020, 2019 and 2018, respectively, to satisfy employees’ statutory minimum U.S. federal income tax obligations in connection with vesting of equity grants issued under our stock-based compensation plan. 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, 2020, the Company has sold approximately 4.7 million shares of common stock and received proceeds of approximately $14.5 million under this program. The issuance activity is summarized below (in thousands): Year Ended December 31, 2020 Common shares issued 4,729 Gross proceeds received $ 14,717 Commissions and other expenses 184 Net proceeds $ 14,533 Noncontrolling Interest in Consolidated Entities —A partner had noncontrolling ownership interests of 25% in two hotel properties with a total carrying value of $(15.1) million and $(6.0) million at December 31, 2020 and 2019, respectively. The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2020 2019 2018 (Income) loss from consolidated entities attributable to noncontrolling interests $ 6,436 $ (2,032) $ (2,016) |
5.50% Series B Cumulative Conve
5.50% Series B Cumulative Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
5.50% Series B Cumulative Convertible Preferred Stock | 5.50% Series B Cumulative Convertible Preferred Stock Each share of our 5.50% 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. 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. 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 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. As of December 31, 2020, we have sold approximately 65,000 shares of our Series B Convertible Preferred Stock and received proceeds of approximately $1.2 million under this program. The issuance activity is summarized below (in thousands): Year Ended December 31, 2020 2019 Series B Convertible Preferred Stock shares issued 23 42 Gross proceeds received $ 439 $ 809 Commissions and other expenses 7 12 Net proceeds $ 432 $ 797 Series B Convertible Preferred Stock does 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, 2020 2019 2018 Series B Convertible Preferred Stock $ 6,919 $ 6,842 $ 6,829 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationUnder 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, 2020, approximately 748,000 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 certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance. On May 22, 2020, September 28, 2020 and December 15, 2020, approximately 18,000, 9,000 and 5,000 shares of common stock, respectively, were issued to independent directors, with fair values of approximately $48,000, $23,000 and $22,000, respectively, which vested immediately upon grant and have been expensed during the year ended December 31, 2020. These grants represented a portion of the annual cash retainer for each independent director serving on the Company’s board of directors, resulting from the COVID-19 related modifications to our director compensation program discussed in note 12. At December 31, 2020, the unamortized cost of unvested shares of restricted stock was $2.6 million, which is expected to be recognized over a period of 2.2 years with a weighted average period of 1.6 years. The following table summarizes the stock-based compensation expense for restricted stock units (in thousands): Year Ended December 31, Line Item 2020 2019 2018 Advisory services fee $ 2,672 $ 2,468 $ 2,277 Management fees 133 155 219 Corporate general and administrative - Premier 71 72 — Corporate general and administrative - independent directors 130 208 243 $ 3,006 $ 2,903 $ 2,739 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, 2020 2019 2018 Number of Units Weighted Average Number of Units Weighted Average Number of Units Weighted Average Outstanding at beginning of year 497 $ 11.89 441 $ 10.91 420 $ 11.87 Restricted shares granted 359 4.13 261 12.68 257 9.90 Restricted shares vested (310) 9.81 (198) 10.75 (229) 11.54 Restricted shares forfeited (10) 7.25 (7) 11.59 (7) 10.50 Outstanding at end of year 536 $ 7.98 497 $ 11.89 441 $ 10.91 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. During the years ended December 31, 2020, 2019 and 2018, approximately 197,000, 119,000 and 262,000 PSUs were cancelled due to the market condition criteria not being met, respectively. The following table summarizes the compensation expense for PSUs (in thousands): Year Ended December 31, Line Item 2020 2019 2018 Advisory services fee $ 2,695 $ 2,439 2,443 For 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. At December 31, 2020, the unamortized cost of unvested shares of PSUs was $2.1 million, which is expected to be recognized over a period of 2.0 years with a weighted average period of 1.5 years. A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2020 2019 2018 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 420 $ 16.91 316 $ 12.29 381 $ 11.97 PSUs granted 225 3.51 223 19.96 197 13.43 PSUs canceled (197) 13.43 (119) 10.42 (262) 12.67 Outstanding at end of year 448 $ 11.71 420 $ 16.91 316 $ 12.29 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 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. We pay a monthly base fee equal to 1/12 th 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 5 th business day of each month. The minimum base fee for Braemar for each month will be equal to the greater of: ▪ 90% of the base fee paid for the same month in the prior year; and ▪ 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, 2020 2019 2018 Advisory services fee Base advisory fee $ 9,981 $ 10,834 $ 9,424 Reimbursable expenses (1) 1,790 2,289 2,072 Equity-based compensation (2) 7,393 7,404 6,481 Incentive fee (3) (678) — 2,035 Total $ 18,486 $ 20,527 $ 20,012 ________ (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. (3) The $(678,000) incentive fee in 2020 is a result of not meeting the FCCR threshold required for paying the final installment of the incentive fee incurred in 2018. As of December 31, 2020 and 2019, due from related parties, net included 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. Lismore Advisory Fee On March 20, 2020, the Company entered into an agreement with Lismore, a subsidiary of Ashford Inc., to engage Lismore to seek modifications, forbearances or refinancings of the Company’s loans (the “Lismore Agreement”). Pursuant to the Lismore Agreement, Lismore shall, during the agreement term (which commenced on March 20, 2020 and shall end on the date that is 12 months following the commencement date, or upon it being terminated by the Company on not less than 30 days written notice), negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on the Company’s hotels and secured revolving credit facility. In connection with the services provided by Lismore, Lismore shall be paid an advisory fee (the “Advisory Fee”) of up to 50 basis points (0.50% ) of the aggregate amount of the modifications, forbearances or refinancings of the Company’s mortgage and mezzanine debt and its secured revolving credit facility (the “Financing”), calculated and payable as follows: (i) 12.5 basis points (0.125%) of the aggregate amount of potential Financings upon execution of the Lismore Agreement; (ii) 12.5 basis points (0.125%) payable in six equal installments beginning April 20, 2020 and ending on September 20, 2020; provided, however, in the event the Company does not complete, for any reason, Financings during the term of the Lismore Agreement equal to or greater than $1,091,250,000, then the Company shall offset, against any fees owed by the Company or its affiliates pursuant to the Advisory Agreement, a portion of the fee paid by the Company to Lismore equal to the product of (x) the amount of Financings completed during the term of the Lismore Agreement minus $1,091,250,000 multiplied by (y) 0.125%; and (iii) 25 basis points (0.25%) payable upon the acceptance by the applicable lender of any Financing. Upon entering into the agreement with Lismore, the Company made a payment of $1.4 million. No amount of this payment can be clawed back. As of December 31, 2020, the Company has also paid $1.4 million related to periodic installments of which $683,000 has been expensed in accordance with the agreement and $681,000 may be offset against future fees under the agreement that are eligible for claw back under the agreement. Further, the Company has paid $1.4 million in success fees under the agreement in connection with signed forbearance or other agreements, of which no amounts are available for claw back. As of December 31, 2020, the Company has paid Lismore approximately $4.1 million, of which $1.0 million is included in “other assets” on our consolidated balance sheets. For the year ended December 31, 2020, the Company has recognized expense of $3.1 million, respectively, which is included in “write-off of loan costs and exit fees” in our consolidated statements of operations. On August 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service for the $435 million mortgage loan secured by the Marriott Seattle Waterfront, Sofitel Chicago Magnificent Mile, The Notary Hotel and The Clancy, the independent members of the board of directors of Ashford Inc. waived $1.6 million of Lismore success fees associated with items (ii) and (iii) above. 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 Hospitality Trust, Inc. (“Ashford Trust”), up to $15.0 million to fund the operations of Ashford Securities. Costs for all operating expenses of Ashford Securities that were contributed by Ashford Trust and Braemar will be expensed as incurred. These costs were allocated initially to Ashford Trust and Braemar based on an allocation percentage of 75% to Ashford Trust and 25% 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 “Initial 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 Initial True-Up Date, the capital contributions will be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. On December 31, 2020, an Amended and Restated Contribution Agreement was entered into by Ashford Inc., Ashford Trust and Braemar with respect to expenses to be reimbursed by Ashford Securities. The Initial True-Up Date did not occur, and beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated based upon an allocation percentage of 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings raised, or June 10, 2023, there will be an Amended and Restated true up (the “Amended and Restated True-up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among Ashford Inc., Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. Additionally, Braemar’s aggregate Capital Contributions under the Initial Contribution Agreement and the Amended and Restated Contribution Agreement shall not exceed $3.75 million unless otherwise agreed to in writing by Braemar. As of December 31, 2020, Braemar has funded approximately $996,000. As of December 31, 2020 and December 31, 2019, $63,000 and $520,000, respectively, of the pre-funded amounts were included in “other assets” on our consolidated balance sheets. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Year Ended December 31, Line Item 2020 2019 Corporate, general and administrative $ 658 $ 314 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, 2020, 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 property” 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. For the year ended December 31, 2020, the Company purchased FF&E of approximately $1.6 million from Ashford Inc. upon expiration of the underlying ERFP lease. 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 and Spa. Upon adoption of ASC 842, we evaluated this arrangement, which is accounted for as a lease that expired 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. Upon expiration of the lease the underlying FF&E was purchased from Ashford Inc. for $200,000. 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 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). On March 20, 2020, we amended the project management agreement to provide that Premier’s fees shall be paid by the Company to Premier upon the completion of any work provided by third party vendors to the Company. Hotel Management Agreement On November 6, 2019, Ashford Inc. completed the acquisition of Remington Lodging’s hotel management business. 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, 2020, Remington Hotels managed three of our thirteen hotel properties. We pay monthly hotel management fees equal to the greater of approximately $14,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us. We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. 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 approximately $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria 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 approximately $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 Hotel management fees, including incentive hotel management fees $ 1,738 $ 1,762 Market service and project management fees — 3,328 Corporate general and administrative 297 333 Total $ 2,035 $ 5,423 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, 2020 Company Product or Service Total Investments in Hotel Properties, net (1) Other Assets Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC FF&E purchases $ 1,816 $ 1,816 $ — $ — $ — $ — $ — $ — Ashford LLC Insurance claims services 108 — — — — — 108 — — J&S Audio Visual Audio visual services 592 — — 592 — — — — — Lismore Capital Debt placement and related services 4,093 — 1,022 — — — — — 3,071 OpenKey Mobile key app 38 — — — 38 — — — — Premier Project management services 2,849 2,505 — — — — — 344 — Pure Wellness Hypoallergenic premium rooms 52 — — — 52 — — — — RED Leisure Watersports activities and travel/transportation services 139 — — 139 — — — — — Remington Hotels Hotel management services (3) 1,446 — — — 410 1,036 — — — 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 and related 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 and related 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 — ________ (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, 2020 December 31, 2019 Ashford LLC Advisory services $ 165 $ 1,606 Ashford LLC FF&E purchases 1,816 — Ashford LLC Insurance claims services 12 44 J&S Audio Visual Audio visual services 1 173 OpenKey Mobile key app 3 — Pure Wellness Hypoallergenic premium rooms — 3 Premier Project management services 631 2,433 RED Leisure Watersports activities and travel/transportation services 144 85 $ 2,772 $ 4,344 As of December 31, 2020 and 2019, due from related parties, net included a net receivable from Remington Hotels of $626,000 and $185,000, respectively, 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, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at December 31, 2020, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 5% of gross revenues for capital improvements. Management Fees —Under hotel management agreements for our hotel properties existing at December 31, 2020, we pay a monthly hotel management fee equal to the greater of approximately $14,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2.5% to 5.0% of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from December 2023 through December 2065, with 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. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2016 through 2020 remain subject to potential examination by certain federal and state taxing authorities. 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’s complaint was dismissed on or about February 27, 2020. 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. On July 20, 2020, Accor filed an Amended Answer and Counterclaims against Ashford TRS Chicago II. Accor asserts two causes of action: First, Accor asserts a counterclaim for declaratory judgment that Accor correctly calculated the amount payable to Ashford TRS Chicago II under the management agreement to “cure” Accor’s performance test failure (the “Cure Amount”). Second, Accor asserts a counterclaim for breach of contract on the basis that Ashford TRS Chicago II breached the management agreement by wrongfully maintaining that the Cure Amount for the 2018 and 2019 Performance Test failure is $1,031,549 instead of $535,120. As of December 31, 2020, no amounts have been accrued. One of the Company’s hotel management companies is currently involved in litigation regarding its employment policies and practices at multiple California hotels, including one of the Company’s hotels. The Company believes it is probable that the litigation will result in a loss due to a potential pre-trial settlement, in which case the Company estimates its potential loss will be approximately $500,000; however, it is entitled to indemnification for a portion of such loss. As of December 31, 2020, approximately $500,000 has been accrued. In June 2020, each of the Company, Ashford Trust, Ashford Inc., and Lismore, a subsidiary of Ashford Inc. (collectively with the Company, Ashford Trust, Ashford Inc. and Lismore, the “Ashford Companies”), received an administrative subpoena from the SEC. The Company’s administrative subpoena requires the production of documents and other information since January 1, 2018 relating to, among other things, (1) related party transactions among the Ashford Companies (including the Lismore Agreement between the Company and Lismore pursuant to which the Company engaged Lismore to negotiate the refinancing, modification or forbearance of certain mortgage debt) or between any of the Ashford Companies and any officer, director or owner of the Ashford Companies or any entity controlled by any such person, and (2) the Company’s accounting policies, procedures, and internal controls related to such related party transactions. In addition, in October 2020, Mr. Monty J. Bennett, chairman of our board of directors, received an administrative subpoena from the SEC requiring testimony and the production of documents and other information substantially similar to the requests in the subpoenas received by the Ashford Companies. The Company and Mr. Monty J. Bennett are responding to the administrative subpoenas. A class action lawsuit has been filed against one of the Company’s hotel management companies alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (1) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous policy requiring its employees to stay on premises during rest breaks; and (2) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members have until April 4, 2021 to opt out of the class. There is a Case Management Conference scheduled for March 5, 2021, at which time the parties expect the court to address the timing for any motions for summary judgment and trial. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because the class size has not yet been determined and there is uncertainty under California law with respect to a significant legal issue, we do not believe any potential loss to the Company is reasonably estimable at this time. As of December 31, 2020, no amounts have been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters, matters relating to compliance with applicable law (for example, the ADA and similar state laws. The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to 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 La Jolla, CA contains one extension option of either 10 or 20 years dependent upon capital investment spend during the lease term. 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 year ended December 31, 2018, we recognized rent expense of $5.7 million, which included contingent rent of $1.8 million. Rent expense is included in “other” hotel expenses in our consolidated statements of operations. Capital Commitments —At December 31, 2020, we had capital commitments of $12.2 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
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 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, 2020 and 2019, our leased assets and liabilities consisted of the following (in thousands): December 31, 2020 December 31, 2019 Assets Operating lease right-of-use assets $ 81,260 $ 82,596 Liabilities Operating lease liabilities $ 60,917 $ 61,118 We incurred the following lease costs related to our operating leases (in thousands): Year Ended December 31, Classification 2020 2019 Operating lease cost (1) Hotel operating expenses - other $ 4,373 $ 5,834 _______________________________________ (1) For the years ended December 31, 2020 and 2019, operating lease cost includes approximately $(305,000) and $1.4 million, respectively, of variable lease cost associated with the ground leases, with the credit in 2020 primarily caused by the ground lease percentage rent true-up for fiscal year 2019-2020 at Hilton La Jolla Torrey Pines. Additionally, we recorded $834,000 and $651,000, respectively, 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, 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 3,261 $ 3,223 Weighted Average Remaining Lease Term Operating leases (1) 47 years 47 years Weighted Average Discount Rate Operating leases (1) 4.98 % 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, 2020 were as follows (in thousands): Operating Leases 2021 3,283 2022 3,241 2023 3,243 2024 3,244 2025 3,258 Thereafter 146,008 Total future minimum lease payments (1) 162,277 Less: interest (101,360) Present value of operating lease liabilities $ 60,917 _______________________________________ (1) Based on payment amounts as of December 31, 2020 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, twelve of our hotel properties were leased to TRS lessees and The Ritz-Carlton St. Thomas was owned by our USVI TRS. The TRS entities recognized net book income (loss) before income taxes of $(27.0) million, $31.0 million and $16.4 million for the years ended December 31, 2020, 2019 and 2018, 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, 2020 2019 2018 Income tax (expense) benefit at federal statutory income tax rate of 21% $ 5,619 $ (6,509) $ (3,452) State income tax (expense) benefit, net of U.S. federal income tax benefit 3,136 107 (248) State and local income tax (expense) benefit on pass-through entity subsidiaries (5) (16) (64) Gross receipts and margin taxes (13) (67) (100) Benefit of USVI Economic Development Commission credit 783 5,614 950 Other 311 16 (311) Valuation allowance (5,425) (909) 793 Total income tax (expense) benefit $ 4,406 $ (1,764) $ (2,432) The components of income tax expense are as follows (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ 3,431 $ (765) $ (2,536) State 19 (235) (703) Total current income tax (expense) benefit 3,450 (1,000) (3,239) Deferred: Federal 1,262 (357) (80) State (306) (407) 887 Total deferred income tax (expense) benefit 956 (764) 807 Total income tax (expense) benefit $ 4,406 $ (1,764) $ (2,432) For the years ended December 31, 2020, 2019 and 2018, income tax expense included interest and penalties paid to taxing authorities of $7,000, $27,000 and $18,000, respectively. At December 31, 2020 and 2019, we determined that there were no amounts to accrue for interest and penalties due to taxing authorities. At December 31, 2020 and 2019, 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, 2020 2019 Deferred tax assets (liabilities): Tax intangibles basis greater than book basis $ 718 $ 1,101 Allowance for doubtful accounts 50 36 Unearned income 1,314 469 Federal and state net operating losses 14,166 13,344 Capital Loss Carryforward 523 192 Other 399 (4) Accrued expenses 465 659 Tax property basis greater than book basis (2,721) (2,910) Prepaid expenses (91) (2,377) Net deferred tax asset 14,823 10,510 Valuation allowance (14,938) (11,581) Net deferred tax asset (liability) $ (115) $ (1,071) At December 31, 2020 and 2019, we recorded a valuation allowanc e of $14.9 million and $11.6 million, res pectively, 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 $14.9 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, 2020, we had TRSs net operating loss carryforwards for U.S. federal income tax purposes of $68.7 million, of which $54.0 million will begin to expire in 2023. The remainder was generated after December 2017 and is not subject to expiration under the Tax Cuts and Jobs Act. $53.3 million of net operating loss carryforwards are attributable to acquired subsidiaries and are subject to substantial limitation on their 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, 2020 2019 2018 Balance at beginning of year $ 11,581 $ 14,483 $ 15,422 Additions 3,357 — — Deductions — (2,902) (939) Balance at end of year $ 14,938 $ 11,581 $ 14,483 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 $0, $807,000 and $40,000 for the years ended December 31, 2020, 2019 and 2018, respectively. The benefit of the tax holiday on net income (loss) per share was approximately, $0.00, $0.02 and $0.00 for the years ended December 31, 2020, 2019 and 2018, respectively. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted. For the year ended December 31, 2020, the CARES Act allowed us to record a tax benefit of $3.4 million for the 2020 net operating loss at our TRS that will be carried back to prior tax years. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consisted of the following (in thousands): December 31, 2020 2019 Cost $ 5,682 $ 5,682 Accumulated amortization (1,042) (663) $ 4,640 $ 5,019 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 and Spa 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 18. As a result, as of December 31, 2020, intangible assets include the customer relationships associated with The Ritz-Carlton Sarasota acquisition only. For the years ended December 31, 2020, 2019 and 2018, amortization related to intangible assets was $379,000, $379,000 and $549,000, respectively, and amortization related to the intangible liability was $0, $0 and $23,000, 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 2021 $ 379 2022 379 2023 379 2024 379 2025 379 Thereafter 2,745 Total $ 4,640 |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, four of our hotel properties generated revenues in excess of 10% of total hotel revenue amounting to 59% 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, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingWe 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, 2020 and December 31, 2019, all of our hotel properties were in the U.S. and its territories. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 4, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd. (“YA”), pursuant to which the Company will be able to sell up to 7,780,786 shares of its common stock. As of March 3, 2021, the Company has sold approximately 1.2 million shares of common stock and received proceeds of approximately $6.4 million have been sold under the SEDA.On February 22, 2021, the Company entered into the Second Amendment to Second Amended and Restated Credit Agreement. The amendment provides an extension of the waiver on the majority of the covenants through the fourth quarter of 2021 and a reduced fixed charge coverage ratio covenant through the end of 2022. The first period in which covenants will be tested is for the fiscal quarter ending March 31, 2022. The amendment also allows the Company to utilize approximately $9.3 million of cash held in FF&E reserve accounts at certain properties for discretionary capital expenditures. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 (in thousands) Column A Column B Column C Column D Column E Column F Column G Column H Column I Initial Cost Costs Capitalized Gross Carrying Amount Hotel Property Location Encumbrances Land FF&E, Land FF&E, Land FF&E, Total Accumulated Construction Acquisition Income Capital Hilton Washington D.C. $ 108,223 $ 45,721 $ 106,245 $ — $ 36,991 $ 45,721 $ 143,236 $ 188,957 $ 60,571 — 04/2007 (1),(2),(3) Hilton La Jolla Torrey Pines La Jolla, CA 89,006 — 114,614 — 9,856 — 124,470 124,470 48,938 — 04/2007 (1),(2),(3) Marriott Seattle Waterfront Seattle, WA 134,700 31,888 112,176 — 6,241 31,888 118,417 150,305 43,057 — 04/2007 (1),(2),(3) The Notary Hotel Philadelphia, PA 84,600 9,814 94,029 — 38,562 9,814 132,591 142,405 50,756 — 04/2007 (1),(2),(3) The Clancy San Francisco, CA 116,300 22,653 72,731 — 67,013 22,653 139,744 162,397 53,222 — 04/2007 (1),(2),(3) Sofitel Chicago Magnificent Mile Chicago, IL 99,400 12,631 140,369 — 12,018 12,631 152,387 165,018 33,875 — 02/2014 (1),(2),(3) Pier House Resort & Spa Key West, FL 80,000 59,731 33,011 — 6,272 59,731 39,283 99,014 10,364 — 03/2014 (1),(2),(3) Bardessono Hotel and Spa Yountville, CA 40,000 — 64,184 — 3,968 — 68,152 68,152 11,507 — 07/2015 (1),(2),(3),(4) Hotel Yountville Yountville, CA 51,000 47,849 48,567 — (321) 47,849 48,246 96,095 8,300 — 05/2017 (1),(2),(3) Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 67,500 89,117 56,383 — 4,932 89,117 61,315 150,432 9,916 — 03/2017 (1),(2),(3) The Ritz-Carlton Sarasota Sarasota, FL 100,000 83,630 99,782 — (5,340) 83,630 94,442 178,072 14,258 — 04/2018 (1),(2),(3) The Ritz-Carlton St. Thomas St. Thomas, USVI 42,500 25,533 38,467 — 76,466 25,533 114,933 140,466 10,250 — 12/2015 (1),(2),(3) The Ritz-Carlton Lake Tahoe Truckee, CA 54,000 26,731 91,603 — 732 26,731 92,335 119,066 5,245 — 01/2019 (1),(2),(3) Total $ 1,067,229 $ 455,298 $ 1,072,161 $ — $ 257,390 $ 455,298 $ 1,329,551 $ 1,784,849 $ 360,259 __________________ (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. (4) Amount includes transfer of FF&E to Ashford Inc. in return for the key money consideration. Year Ended December 31, 2020 2019 2018 Investment in real estate: Beginning balance $ 1,791,174 $ 1,562,806 $ 1,403,110 Additions 16,067 262,541 267,224 Write-offs (22,392) (14,445) (22,134) Impairment — (476) (5,885) Sales/disposals — (19,252) (79,509) Ending balance $ 1,784,849 $ 1,791,174 $ 1,562,806 Accumulated depreciation: Beginning balance 309,752 262,905 257,268 Depreciation expense 72,899 69,195 56,884 Impairment — (105) (3,570) Write-offs (22,392) (14,445) (22,134) Sales/disposals — (7,798) (25,543) Ending balance $ 360,259 $ 309,752 $ 262,905 Investment in real estate, net $ 1,424,590 $ 1,481,422 $ 1,299,901 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of 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. |
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 Investments 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. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity —As of December 31, 2020, we held a 8.2% 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 in earnings (loss) of unconsolidated entity. No such impairment was recorded for the years ended December 31, 2020, 2019 and 2018. |
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, net | 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, which approximates amortization based on economic consumption. |
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. 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 and credit default swaps 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. These receivables and payables are generally settled within a period not exceeding one year. |
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, 2020 and 2019, 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 —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 |
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, 2020, 2019 and 2018, we incurred advertising costs of $2.1 million, $4.5 million and $3.8 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 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 2016 through 2020 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 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. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments—Equity Method and Joint Ventures , for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 will have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Year Ended December 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 46,291 $ 13,573 $ 8,056 $ — $ 67,920 Colorado 1 12,847 6,178 6,529 — 25,554 Florida 2 33,829 17,009 14,446 — 65,284 Illinois 1 5,979 1,293 610 — 7,882 Pennsylvania 1 7,349 1,227 424 — 9,000 Washington 1 5,604 797 620 — 7,021 Washington, D.C. 1 7,595 3,519 1,604 — 12,718 USVI 1 16,771 6,667 8,157 — 31,595 Total 13 $ 136,265 $ 50,263 $ 40,446 $ — $ 226,974 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 Corporate entities — — — — — — Total 13 $ 282,775 $ 94,671 $ 53,952 $ — $ 431,398 |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investment in Hotel Properties | Investments in hotel properties, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Land $ 455,298 $ 455,298 Buildings and improvements 1,190,437 1,173,151 Furniture, fixtures and equipment 127,692 129,595 Construction in progress 11,422 33,130 Total cost 1,784,849 1,791,174 Accumulated depreciation (360,259) (309,752) Investments in hotel properties, net $ 1,424,590 $ 1,481,422 |
Hotel Disposition (Tables)
Hotel Disposition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Condensed Financial Information from Hotel Property | The following table includes the condensed financial information from this hotel property (in thousands): Year Ended December 31, 2018 Total hotel revenue $ 14,611 Total hotel operating expenses (7,431) Property taxes, insurance and other (529) Depreciation and amortization (1,294) Impairment charges (12) Gain (loss) on insurance settlement, disposition of assets and sale of hotel property 15,738 Operating income (loss) 21,083 Interest expense and amortization of loan costs (791) Income (loss) before income taxes 20,292 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (2,277) Income (loss) before income taxes attributable to the Company $ 18,015 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information | The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 1,708 $ 1,899 Ownership interest in OpenKey 8.2 % 8.6 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2020 2019 2018 Equity in earnings (loss) of unconsolidated entity $ (217) $ (199) $ (234) The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2020 2019 2018 (Income) loss from consolidated entities attributable to noncontrolling interests $ 6,436 $ (2,032) $ (2,016) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net consisted of the following (dollars in thousands): December 31, 2020 December 31, 2019 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) Park Hyatt Beaver Creek Resort & Spa April 2021 LIBOR (1) + 2.75% 67,500 140,516 67,500 144,667 Mortgage loan (5) The Notary Hotel June 2021 LIBOR (1) + 2.16% 435,000 439,215 435,000 465,005 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (6) The Ritz-Carlton St. Thomas August 2021 LIBOR (1) + 3.95% 42,500 130,216 42,500 134,796 Mortgage loan (7) Hotel Yountville May 2022 LIBOR (1) + 2.55% 51,000 87,795 51,000 90,088 Mortgage loan (7) Bardessono Hotel and Spa August 2022 LIBOR (1) + 2.55% 40,000 56,645 40,000 59,542 Term loan (3) Equity October 2022 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) + 2.25% to 3.50% 61,495 — — — Mortgage loan (7) The Ritz-Carlton Sarasota April 2023 LIBOR (1) + 2.65% 100,000 163,814 100,000 166,023 Mortgage loan (7) The Ritz-Carlton Lake Tahoe January 2024 LIBOR (1) + 2.10% 54,000 113,821 54,000 115,988 Mortgage loan (8) Capital Hilton February 2024 LIBOR (1) + 1.70% 197,229 203,918 195,000 215,163 Hilton La Jolla Torrey Pines Mortgage loan (7) Pier House Resort & Spa September 2024 LIBOR (1) + 1.85% 80,000 88,650 80,000 90,150 1,128,724 1,424,590 1,065,000 1,481,422 Capitalized default interest and late charges 7,304 — — — Deferred loan costs, net (5,434) — (6,514) — Indebtedness, net $ 1,130,594 $ 1,424,590 $ 1,058,486 $ 1,481,422 __________________ (1) LIBOR rates were 0.144% and 1.763% at December 31, 2020 and December 31, 2019, respectively. (2) Base Rate, as defined in the secured term loan 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) Effective June 8, 2020, we amended our secured revolving credit facility totaling $75 million, which was the total borrowing capacity. In conjunction with the amendment, we repaid $10.0 million of principal and converted the facility to a term loan with a principal balance of $65 million. The amended term loan is interest only until March 2021 and bears interest at a rate of Base Rate + 1.25% - 2.50% or LIBOR + 2.25% - 3.5%, with a LIBOR floor of 0.50%. (4) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in April 2020. (5) Effective June 9, 2020, we executed a FF&E accommodation agreement for this mortgage loan. Terms of the agreement included lender-held reserves were made available to fund property-level operating expenses and monthly FF&E escrow deposits were waived through January 2021. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised in June 2020. (6) The interest rate spread on this mortgage loan changed from 4.95% as of December 31, 2019, to 3.95% as of March 31, 2020, based on an appraisal received in accordance with the August 5, 2019 loan amendment. This mortgage loan has a LIBOR floor of 1.00%. This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (7) Effective May 1, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included adding a LIBOR floor of 0.25%; deferral of interest payments for three months with the option to extend the interest payment deferral an additional three months, which was exercised in August 2020, with all deferred payments due at maturity; lender-held reserves were made available to fund property-level operating expenses; and monthly FF&E escrow deposits were waived through December 2020. (8) Effective September 24, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months, lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. In conjunction with the forbearance agreement, deferred interest payments of $2.2 million were capitalized into the principal balance and are to be repaid in 12 monthly installments beginning January 2021. |
Schedule of Maturities of Long-term Debt | Maturities and scheduled amortization of indebtedness as of December 31, 2020, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands): 2021 $ 567,229 2022 132,495 2023 100,000 2024 329,000 2025 — Thereafter — Total $ 1,128,724 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 2018 Notional amount (in thousands) $ 602,500 $ 391,000 $ 727,000 Strike rate low end of range 3.00 % 3.00 % 2.43 % Strike rate high end of range 4.00 % 7.80 % 7.80 % Effective date range March 2020 - June 2020 January 2019 - December 2019 February 2018 - December 2018 Termination date range April 2021 - June 2021 March 2020 - October 2021 March 2019 - June 2020 Total cost of interest rate caps (in thousands) $ 92 $ 115 $ 362 Interest rate floors: Notional amount (in thousands) $ — $ 2,000,000 $ 4,000,000 Strike rate low end of range 1.63 % 1.38 % Strike rate high end of range 1.63 % 2.00 % Effective date January 2019 July 2018 Termination date March 2020 June 2019 - September 2019 Total cost of interest rate floors (in thousands) $ — $ 75 $ 138 _______________ No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) December 31, 2020 December 31, 2019 Notional amount (in thousands) $ 779,000 $ 968,000 Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 4.00 % 7.80 % Termination date range February 2021 - October 2021 January 2020 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 779,000 $ 870,000 Interest rate floors: (1) (2) Notional amount (in thousands) $ — $ 5,000,000 Strike rate low end of range (0.25) % Strike rate high end of range 1.63 % Termination date range March 2020 - 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 Significant Unobservable Inputs Counterparty and Cash Collateral Netting (2) Total December 31, 2020 Assets Derivative assets: Interest rate derivatives - caps (1) $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — (3) Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Counterparty and Cash Collateral Netting (2) 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 $ — $ (548) $ — $ 1,130 $ 582 (3) __________________ (1) As of December 31, 2020, the Company has outstanding interest rate caps. See note 8. (2) Represents net cash collateral posted between us and our counterparties. (3) 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, 2020 2019 2018 Assets Derivative assets: Interest rate derivatives - floors $ — $ (152) $ (179) Interest rate derivatives - caps (93) (134) (347) Credit default swaps 117 (1) (1,095) (1) 444 (1) Total derivative assets $ 24 $ (1,381) $ (82) Non-derivative assets: Investment in Ashford Inc. $ — $ (5,552) $ (8,010) Total $ 24 $ (6,933) $ (8,092) Total combined Interest rate derivatives - floors $ 3,615 $ 126 $ (179) Interest rate derivatives - caps (93) (134) (347) Credit default swaps 1,437 (1,095) 444 Options on futures contracts — — — Unrealized gain (loss) on derivatives 4,959 (1,103) (82) Realized gain (loss) on credit default swaps (1,320) — — Realized gain (loss) on interest rate floors (3,615) (2) (278) (2) — Unrealized gain (loss) on investment in Ashford Inc. — 7,872 (8,010) Realized gain (loss) on investment in Ashford Inc. — (13,424) — Net $ 24 $ (6,933) $ (8,092) _______________ (1) Excludes costs associated with credit default swaps of $191 , $253, $253 for the years ended December 31, 2020, 2019 and 2018, respectively, which is included in “other income (expense)” in our consolidated statements of operations. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): December 31, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Financial assets and liabilities measured at fair value: Derivative assets $ — $ — $ 582 $ 582 Financial assets not measured at fair value: Cash and cash equivalents $ 78,606 $ 78,606 $ 71,995 $ 71,995 Restricted cash 34,544 34,544 58,388 58,388 Accounts receivable, net 13,557 13,557 19,053 19,053 Due from related parties, net 991 991 551 551 Due from third-party hotel managers 12,271 12,271 16,638 16,638 Financial liabilities not measured at fair value: Indebtedness $ 1,128,724 $884,325 to $977,411 $ 1,065,000 $1,003,863 to $1,109,532 Accounts payable and accrued expenses 61,758 61,758 94,919 94,919 Dividends and distributions payable 2,736 2,736 9,143 9,143 Due to Ashford Inc. 2,772 2,772 4,344 4,344 Due to third-party hotel managers 1,393 1,393 1,685 1,685 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (105,262) $ 371 $ 1,320 Less: Dividends on preferred stock (10,219) (10,142) (7,205) Less: Dividends on common stock — (24,145) (20,495) Less: Dividends on unvested performance stock units — (261) — Add: Claw back of dividends on cancelled performance stock units 202 — 114 Less: Dividends on unvested restricted shares — (405) (314) Undistributed net income (loss) allocated to common stockholders (115,279) (34,582) (26,580) Add back: Dividends on common stock — 24,145 20,495 Distributed and undistributed net income (loss) - basic and diluted $ (115,279) $ (10,437) $ (6,085) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 33,998 32,289 31,944 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (3.39) $ (0.32) $ (0.19) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (3.39) $ (0.32) $ (0.19) |
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, 2020 2019 2018 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 405 $ 314 Income (loss) allocated to unvested performance stock units — 261 (114) Income (loss) attributable to redeemable noncontrolling interests in operating partnership (12,979) (1,207) (751) Dividends on preferred stock - Series B 6,919 6,842 6,829 Total $ (6,060) $ 6,301 $ 6,278 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 22 51 55 Effect of unvested performance stock units — 193 48 Effect of assumed conversion of operating partnership units 3,923 4,219 4,159 Effect of assumed conversion of preferred stock - Series B 6,728 6,581 6,569 Total 10,673 11,044 10,831 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [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 2020 2019 2018 Performance LTIP units Advisory services fee $ 884 $ 1,144 $ 785 LTIP units Advisory services fee 1,142 1,354 976 LTIP units - independent directors Corporate, general and administrative 120 103 61 Total $ 2,146 $ 2,601 $ 1,822 |
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, 2020 2019 2018 Units outstanding at beginning of year 4,538 4,833 4,790 LTIP units issued 129 91 144 Performance LTIP units issued 160 60 211 Units redeemed for shares of common stock (339) (165) — Performance LTIP units cancelled (211) (281) (312) Units outstanding at end of year 4,277 4,538 4,833 Units convertible/redeemable at end of year 3,823 4,027 4,045 The following table summarizes dividends declared (in thousands): Year Ended December 31, 2020 2019 2018 Series B Convertible Preferred Stock $ 6,919 $ 6,842 $ 6,829 |
Redeemable Noncontrolling Interest | 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, 2020 December 31, 2019 Redeemable noncontrolling interests in Braemar OP $ 27,655 $ 41,570 Adjustments to redeemable noncontrolling interests (1) $ 167 $ 65 Ownership percentage of operating partnership 9.43 % 10.96 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. 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, 2020 2019 2018 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 12,979 $ 1,207 $ 751 Distributions declared to holders of common units, LTIP units and Performance LTIP units — 3,050 2,854 Performance LTIP dividend claw back upon cancellation (270) — — The following table presents the common units redeemed and the fair value at redemption (in thousands): Year Ended December 31, 2020 2019 2018 Common units converted to common stock 339 165 — Fair value of common units converted $ 390 (1) $ 2,201 $ — ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Dividends Declared | Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Year Ended December 31, 2020 2019 2018 Common stock dividends declared $ — $21,302 $ 20,695 Claw back of dividends on cancelled Performance Stock Units (202) — — The following table summarizes dividends declared (in thousands): Year Ended December 31, 2020 2019 2018 Series D Cumulative Preferred Stock $ 3,300 $ 3,300 $ 376 |
Schedule of Issuance Activity | The issuance activity is summarized below (in thousands): Year Ended December 31, 2020 Common shares issued 4,729 Gross proceeds received $ 14,717 Commissions and other expenses 184 Net proceeds $ 14,533 |
Summarized Financial Information | The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 1,708 $ 1,899 Ownership interest in OpenKey 8.2 % 8.6 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2020 2019 2018 Equity in earnings (loss) of unconsolidated entity $ (217) $ (199) $ (234) The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2020 2019 2018 (Income) loss from consolidated entities attributable to noncontrolling interests $ 6,436 $ (2,032) $ (2,016) |
5.50% Series B Cumulative Con_2
5.50% Series B Cumulative Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Issuance Activity | The issuance activity is summarized below (in thousands): Year Ended December 31, 2020 2019 Series B Convertible Preferred Stock shares issued 23 42 Gross proceeds received $ 439 $ 809 Commissions and other expenses 7 12 Net proceeds $ 432 $ 797 |
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, 2020 2019 2018 Units outstanding at beginning of year 4,538 4,833 4,790 LTIP units issued 129 91 144 Performance LTIP units issued 160 60 211 Units redeemed for shares of common stock (339) (165) — Performance LTIP units cancelled (211) (281) (312) Units outstanding at end of year 4,277 4,538 4,833 Units convertible/redeemable at end of year 3,823 4,027 4,045 The following table summarizes dividends declared (in thousands): Year Ended December 31, 2020 2019 2018 Series B Convertible Preferred Stock $ 6,919 $ 6,842 $ 6,829 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Compensation Cost | The following table summarizes the stock-based compensation expense for restricted stock units (in thousands): Year Ended December 31, Line Item 2020 2019 2018 Advisory services fee $ 2,672 $ 2,468 $ 2,277 Management fees 133 155 219 Corporate general and administrative - Premier 71 72 — Corporate general and administrative - independent directors 130 208 243 $ 3,006 $ 2,903 $ 2,739 The following table summarizes the compensation expense for PSUs (in thousands): Year Ended December 31, Line Item 2020 2019 2018 Advisory services fee $ 2,695 $ 2,439 2,443 |
Summary of Restricted Stock Activity | A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2020 2019 2018 Number of Units Weighted Average Number of Units Weighted Average Number of Units Weighted Average Outstanding at beginning of year 497 $ 11.89 441 $ 10.91 420 $ 11.87 Restricted shares granted 359 4.13 261 12.68 257 9.90 Restricted shares vested (310) 9.81 (198) 10.75 (229) 11.54 Restricted shares forfeited (10) 7.25 (7) 11.59 (7) 10.50 Outstanding at end of year 536 $ 7.98 497 $ 11.89 441 $ 10.91 |
Summary of PSUs Activity | A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2020 2019 2018 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 420 $ 16.91 316 $ 12.29 381 $ 11.97 PSUs granted 225 3.51 223 19.96 197 13.43 PSUs canceled (197) 13.43 (119) 10.42 (262) 12.67 Outstanding at end of year 448 $ 11.71 420 $ 16.91 316 $ 12.29 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2020 2019 2018 Advisory services fee Base advisory fee $ 9,981 $ 10,834 $ 9,424 Reimbursable expenses (1) 1,790 2,289 2,072 Equity-based compensation (2) 7,393 7,404 6,481 Incentive fee (3) (678) — 2,035 Total $ 18,486 $ 20,527 $ 20,012 ________ (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. (3) The $(678,000) incentive fee in 2020 is a result of not meeting the FCCR threshold required for paying the final installment of the incentive fee incurred in 2018. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Year Ended December 31, Line Item 2020 2019 Corporate, general and administrative $ 658 $ 314 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 Hotel management fees, including incentive hotel management fees $ 1,738 $ 1,762 Market service and project management fees — 3,328 Corporate general and administrative 297 333 Total $ 2,035 $ 5,423 Year Ended December 31, 2020 Company Product or Service Total Investments in Hotel Properties, net (1) Other Assets Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC FF&E purchases $ 1,816 $ 1,816 $ — $ — $ — $ — $ — $ — Ashford LLC Insurance claims services 108 — — — — — 108 — — J&S Audio Visual Audio visual services 592 — — 592 — — — — — Lismore Capital Debt placement and related services 4,093 — 1,022 — — — — — 3,071 OpenKey Mobile key app 38 — — — 38 — — — — Premier Project management services 2,849 2,505 — — — — — 344 — Pure Wellness Hypoallergenic premium rooms 52 — — — 52 — — — — RED Leisure Watersports activities and travel/transportation services 139 — — 139 — — — — — Remington Hotels Hotel management services (3) 1,446 — — — 410 1,036 — — — 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 and related 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 and related 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 — ________ (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, 2020 December 31, 2019 Ashford LLC Advisory services $ 165 $ 1,606 Ashford LLC FF&E purchases 1,816 — Ashford LLC Insurance claims services 12 44 J&S Audio Visual Audio visual services 1 173 OpenKey Mobile key app 3 — Pure Wellness Hypoallergenic premium rooms — 3 Premier Project management services 631 2,433 RED Leisure Watersports activities and travel/transportation services 144 85 $ 2,772 $ 4,344 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Balances | As of December 31, 2020 and 2019, our leased assets and liabilities consisted of the following (in thousands): December 31, 2020 December 31, 2019 Assets Operating lease right-of-use assets $ 81,260 $ 82,596 Liabilities Operating lease liabilities $ 60,917 $ 61,118 |
Lease Cost and Other Information | We incurred the following lease costs related to our operating leases (in thousands): Year Ended December 31, Classification 2020 2019 Operating lease cost (1) Hotel operating expenses - other $ 4,373 $ 5,834 _______________________________________ (1) For the years ended December 31, 2020 and 2019, operating lease cost includes approximately $(305,000) and $1.4 million, respectively, of variable lease cost associated with the ground leases, with the credit in 2020 primarily caused by the ground lease percentage rent true-up for fiscal year 2019-2020 at Hilton La Jolla Torrey Pines. Additionally, we recorded $834,000 and $651,000, respectively, 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, 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 3,261 $ 3,223 Weighted Average Remaining Lease Term Operating leases (1) 47 years 47 years Weighted Average Discount Rate Operating leases (1) 4.98 % 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, 2020 were as follows (in thousands): Operating Leases 2021 3,283 2022 3,241 2023 3,243 2024 3,244 2025 3,258 Thereafter 146,008 Total future minimum lease payments (1) 162,277 Less: interest (101,360) Present value of operating lease liabilities $ 60,917 _______________________________________ (1) Based on payment amounts as of December 31, 2020 . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Income tax (expense) benefit at federal statutory income tax rate of 21% $ 5,619 $ (6,509) $ (3,452) State income tax (expense) benefit, net of U.S. federal income tax benefit 3,136 107 (248) State and local income tax (expense) benefit on pass-through entity subsidiaries (5) (16) (64) Gross receipts and margin taxes (13) (67) (100) Benefit of USVI Economic Development Commission credit 783 5,614 950 Other 311 16 (311) Valuation allowance (5,425) (909) 793 Total income tax (expense) benefit $ 4,406 $ (1,764) $ (2,432) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ 3,431 $ (765) $ (2,536) State 19 (235) (703) Total current income tax (expense) benefit 3,450 (1,000) (3,239) Deferred: Federal 1,262 (357) (80) State (306) (407) 887 Total deferred income tax (expense) benefit 956 (764) 807 Total income tax (expense) benefit $ 4,406 $ (1,764) $ (2,432) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2020 and 2019, 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, 2020 2019 Deferred tax assets (liabilities): Tax intangibles basis greater than book basis $ 718 $ 1,101 Allowance for doubtful accounts 50 36 Unearned income 1,314 469 Federal and state net operating losses 14,166 13,344 Capital Loss Carryforward 523 192 Other 399 (4) Accrued expenses 465 659 Tax property basis greater than book basis (2,721) (2,910) Prepaid expenses (91) (2,377) Net deferred tax asset 14,823 10,510 Valuation allowance (14,938) (11,581) Net deferred tax asset (liability) $ (115) $ (1,071) |
Summary of Valuation Allowance | The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2020 2019 2018 Balance at beginning of year $ 11,581 $ 14,483 $ 15,422 Additions 3,357 — — Deductions — (2,902) (939) Balance at end of year $ 14,938 $ 11,581 $ 14,483 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, net | Intangible assets, net consisted of the following (in thousands): December 31, 2020 2019 Cost $ 5,682 $ 5,682 Accumulated amortization (1,042) (663) $ 4,640 $ 5,019 |
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 2021 $ 379 2022 379 2023 379 2024 379 2025 379 Thereafter 2,745 Total $ 4,640 |
Organization and Description _2
Organization and Description of Business (Details) | Feb. 22, 2021USD ($) | Dec. 31, 2020USD ($)hotelroomstatecontract | Jun. 08, 2020USD ($) | Mar. 31, 2020hotel | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($)hotel | Dec. 31, 2017USD ($) |
Real Estate Properties [Line Items] | |||||||
Number of hotel properties | hotel | 13 | 13 | 13 | ||||
Number of states in which entity operates | state | 6 | ||||||
Number of rooms | room | 3,722 | ||||||
Number of units in real estate property, net partnership interest | room | 3,487 | ||||||
Indebtedness, gross | $ 1,130,594,000 | $ 1,058,486,000 | |||||
Loan amount | 1,128,724,000 | 1,065,000,000 | |||||
Cash and cash equivalents | 78,606,000 | 71,995,000 | $ 182,578,000 | $ 137,522,000 | |||
Restricted cash | 34,544,000 | 58,388,000 | $ 75,910,000 | $ 47,820,000 | |||
Due from third-party hotel managers | $ 12,271,000 | 16,638,000 | |||||
Ground Lease | |||||||
Real Estate Properties [Line Items] | |||||||
Number of ground leases | contract | 2 | ||||||
Line of Credit | Senior Revolving Credit Facility | |||||||
Real Estate Properties [Line Items] | |||||||
Indebtedness, gross | $ 75,000,000 | ||||||
Loan amount | $ 0 | 0 | |||||
Mortgages | |||||||
Real Estate Properties [Line Items] | |||||||
Loan default amount | 200,000,000 | ||||||
Mortgages | Subsequent Event | |||||||
Real Estate Properties [Line Items] | |||||||
Cash utilized from FF&E reserves | $ 9,300,000 | ||||||
Mortgages | Mortgage Loan 2 | |||||||
Real Estate Properties [Line Items] | |||||||
Loan amount | 435,000,000 | 435,000,000 | |||||
Term Loan | Term loan | |||||||
Real Estate Properties [Line Items] | |||||||
Loan amount | $ 61,495,000 | $ 0 | |||||
Total property debt | $ 65,000,000 | ||||||
Subsidiaries | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotel properties | hotel | 13 | ||||||
COVID-19 | Subsidiaries | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotels with suspended operations | hotel | 11 | ||||||
Wholly Owned Properties | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotel properties | hotel | 11 | ||||||
Consolidated Properties | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotel properties | hotel | 2 | ||||||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotel properties | hotel | 12 | ||||||
US Virgin Islands Taxable REIT Subsidiary | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotel properties | hotel | 1 | ||||||
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotel properties | hotel | 10 | ||||||
Remington Hotels | |||||||
Real Estate Properties [Line Items] | |||||||
Number of hotel properties managed by related party | hotel | 3 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($)hotel | |
Significant Accounting Policies [Line Items] | |||
Period for settlement due to and from affiliates maximum | 1 year | ||
Number of hotel properties | 13 | 13 | 13 |
Advertising costs | $ | $ 2,100,000 | $ 4,500,000 | $ 3,800,000 |
Hotel Properties | |||
Significant Accounting Policies [Line Items] | |||
Noncontrolling interest. ownership percentage | 25.00% | 25.00% | |
Partially Owned Properties | Hotel Properties | |||
Significant Accounting Policies [Line Items] | |||
Number of hotel properties | 2 | 2 | |
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | |||
Significant Accounting Policies [Line Items] | |||
Number of hotel properties | 12 | ||
Consolidated Properties | |||
Significant Accounting Policies [Line Items] | |||
Number of hotel properties | 2 | ||
OpenKey | |||
Significant Accounting Policies [Line Items] | |||
Ownership percentage | 8.20% | 8.60% | 8.20% |
Impairment | $ | $ 0 | $ 0 | $ 0 |
Minimum | Building and Building Improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 7 years 6 months | ||
Minimum | Furniture and Fixtures | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 1 year 6 months | ||
Minimum | Restricted Cash | |||
Significant Accounting Policies [Line Items] | |||
Replacement reserve escrow as percentage of property revenue | 4.00% | ||
Maximum | Building and Building Improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 39 years | ||
Maximum | Furniture and Fixtures | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 5 years | ||
Maximum | Restricted Cash | |||
Significant Accounting Policies [Line Items] | |||
Replacement reserve escrow as percentage of property revenue | 5.00% |
Revenue (Details)
Revenue (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($)hotel | |
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 13 | 13 | 13 |
Total revenue | $ 226,974 | $ 487,614 | $ 431,398 |
Bardessono Hotel and Hotel Yountville | |||
Disaggregation of Revenue [Line Items] | |||
Business interruption revenue | 1,900 | ||
Insurance deductible | 500 | ||
Renaissance Tampa | |||
Disaggregation of Revenue [Line Items] | |||
Business interruption revenue | 3,400 | ||
Other Hotel Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from business interruption losses | $ 4,000 | $ 19,300 | $ 13,900 |
California | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 5 | 5 | 4 |
Total revenue | $ 67,920 | $ 168,778 | $ 123,667 |
Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 25,554 | $ 40,688 | $ 40,292 |
Florida | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 2 | 2 | 2 |
Total revenue | $ 65,284 | $ 90,580 | $ 65,841 |
Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 7,882 | $ 34,770 | $ 35,398 |
Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 9,000 | $ 31,887 | $ 34,983 |
Washington | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 7,021 | $ 37,497 | $ 39,891 |
Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 12,718 | $ 57,285 | $ 55,081 |
USVI | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 31,595 | $ 26,122 | $ 21,634 |
Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | ||
Total revenue | $ 14,611 | ||
Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 0 | 0 | |
Total revenue | $ 7 | $ 0 | |
Rooms | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 136,265 | 303,848 | 282,775 |
Rooms | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 46,291 | 115,826 | 89,361 |
Rooms | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 12,847 | 18,209 | 18,349 |
Rooms | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 33,829 | 47,166 | 35,395 |
Rooms | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 5,979 | 25,366 | 25,909 |
Rooms | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 7,349 | 26,016 | 28,107 |
Rooms | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 5,604 | 29,235 | 31,688 |
Rooms | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 7,595 | 38,735 | 39,191 |
Rooms | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 16,771 | 3,295 | 6,604 |
Rooms | Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 8,171 | ||
Rooms | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | |
Food and Beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 50,263 | 115,085 | 94,671 |
Food and Beverage | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 13,573 | 37,022 | 23,874 |
Food and Beverage | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,178 | 12,430 | 12,022 |
Food and Beverage | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 17,009 | 26,656 | 19,156 |
Food and Beverage | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,293 | 7,839 | 8,173 |
Food and Beverage | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,227 | 4,738 | 5,641 |
Food and Beverage | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 797 | 6,633 | 6,798 |
Food and Beverage | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,519 | 16,710 | 14,752 |
Food and Beverage | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,667 | 3,057 | 1,379 |
Food and Beverage | Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,876 | ||
Food and Beverage | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | |
Other Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 40,446 | 68,674 | 53,952 |
Other Hotel | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 8,056 | 15,930 | 10,432 |
Other Hotel | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,529 | 10,049 | 9,921 |
Other Hotel | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 14,446 | 16,758 | 11,290 |
Other Hotel | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 610 | 1,565 | 1,316 |
Other Hotel | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 424 | 1,133 | 1,235 |
Other Hotel | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 620 | 1,629 | 1,405 |
Other Hotel | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,604 | 1,840 | 1,138 |
Other Hotel | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 8,157 | 19,770 | 13,651 |
Other Hotel | Sold hotel properties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,564 | ||
Other Hotel | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 7 | 0 |
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 | ||
Other | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 7 | $ 0 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Land | $ 455,298,000 | $ 455,298,000 | ||
Buildings and improvements | 1,190,437,000 | 1,173,151,000 | ||
Furniture, fixtures and equipment | 127,692,000 | 129,595,000 | ||
Construction in progress | 11,422,000 | 33,130,000 | ||
Total cost | 1,784,849,000 | 1,791,174,000 | ||
Accumulated depreciation | (360,259,000) | (309,752,000) | ||
Investments in hotel properties, net | 1,424,590,000 | 1,481,422,000 | ||
Cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes | 1,300,000,000 | 1,300,000,000 | ||
Depreciation | 72,800,000 | 69,500,000 | $ 56,800,000 | |
Gain on insurance settlement | $ 10,100,000 | |||
Proceeds from insurance carriers | 14,500,000 | 36,600,000 | 48,100,000 | |
Impairment charges | $ 0 | 0 | $ 71,000 | |
Net liability | 2,200,000 | |||
Philadelphia, PA The Notary Hotel | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Loss related to the disposition of FF&E | (1,200,000) | |||
Other Hotel Revenue | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Gain upon settlement of a portion of the insurance claim | $ 26,200,000 |
Hotel Disposition (Details)
Hotel Disposition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 01, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel property | $ 10,149 | $ 25,165 | $ 15,738 | |
Gain (loss) on insurance settlement, disposition of assets and sale of hotel property | $ 10,149 | $ 25,165 | 15,738 | |
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 (loss) on insurance settlement, disposition of assets and sale of hotel property | 15,738 | |||
Total hotel revenue | 14,611 | |||
Total hotel operating expenses | (7,431) | |||
Property taxes, insurance and other | (529) | |||
Depreciation and amortization | (1,294) | |||
Impairment charges | (12) | |||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel property | 15,738 | |||
Operating income (loss) | 21,083 | |||
Interest expense and amortization of loan costs | (791) | |||
Income (loss) before income taxes | 20,292 | |||
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership | (2,277) | |||
Income (loss) before income taxes attributable to the Company | $ 18,015 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated entity | $ 26 | $ 332 | $ 2,000 | |
Carrying value of the investment in OpenKey (in thousands) | $ 1,708 | 1,708 | 1,899 | |
Equity in earnings (loss) of unconsolidated entities | $ (217) | $ (199) | (234) | |
OpenKey | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated entity | $ 26 | $ 2,000 | ||
Ownership percentage | 8.20% | 8.20% | 8.60% | 8.20% |
Aggregate equity method investments | $ 2,400 | $ 2,400 | ||
Carrying value of the investment in OpenKey (in thousands) | $ 1,708 | $ 1,708 | $ 1,899 |
Indebtedness, net (Schedule of
Indebtedness, net (Schedule of Indebtedness) (Details) | Sep. 24, 2020USD ($)installment | Jun. 08, 2020USD ($) | May 01, 2020 | Mar. 31, 2020 | Dec. 31, 2020USD ($)extension | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 25, 2019extension | Aug. 05, 2019USD ($) | Jan. 15, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||
Total | $ 1,128,724,000 | $ 1,065,000,000 | ||||||||
Book Value of Collateral | 1,424,590,000 | 1,481,422,000 | ||||||||
Capitalized default interest and late charges | 7,304,000 | 0 | ||||||||
Deferred loan costs, net | (5,434,000) | (6,514,000) | ||||||||
Indebtedness, net | $ 1,130,594,000 | $ 1,058,486,000 | ||||||||
LIBOR rate | 0.144% | 1.763% | ||||||||
Repayments of debt | $ 47,822,000 | $ 257,086,000 | $ 400,551,000 | |||||||
Line of Credit | Senior Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | 0 | 0 | ||||||||
Book Value of Collateral | $ 0 | 0 | ||||||||
Indebtedness, net | $ 75,000,000 | |||||||||
Repayments of debt | $ 10,000,000 | |||||||||
Number of extension options | extension | 2 | |||||||||
Line of Credit | Senior Revolving Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.25% | |||||||||
Line of Credit | Senior Revolving Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Line of Credit | Senior Revolving Credit Facility | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.25% | |||||||||
Line of Credit | Senior Revolving Credit Facility | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.50% | |||||||||
Mortgages | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest payment deferral term | 3 months | |||||||||
Interest payment additional deferral term | 3 months | |||||||||
Mortgages | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
Mortgages | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.25% | 1.00% | ||||||||
Mortgages | Mortgage Loan 1 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 67,500,000 | 67,500,000 | ||||||||
Book Value of Collateral | $ 140,516,000 | 144,667,000 | ||||||||
Number of extension options | extension | 3 | |||||||||
Term of extension options | 1 year | |||||||||
Mortgages | Mortgage Loan 1 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||
Mortgages | Mortgage Loan 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 435,000,000 | 435,000,000 | ||||||||
Book Value of Collateral | $ 439,215,000 | 465,005,000 | ||||||||
Number of extension options | extension | 5 | |||||||||
Term of extension options | 1 year | |||||||||
Mortgages | Mortgage Loan 2 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.16% | |||||||||
Mortgages | Mortgage Loan 3 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 42,500,000 | 42,500,000 | $ 42,500,000 | |||||||
Book Value of Collateral | $ 130,216,000 | $ 134,796,000 | ||||||||
Number of extension options | extension | 3 | |||||||||
Term of extension options | 1 year | |||||||||
Mortgages | Mortgage Loan 3 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.95% | 4.95% | ||||||||
LIBOR floor | 1.00% | |||||||||
Mortgages | Mortgage Loan 4 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 51,000,000 | $ 51,000,000 | ||||||||
Book Value of Collateral | $ 87,795,000 | 90,088,000 | ||||||||
Mortgages | Mortgage Loan 4 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.55% | |||||||||
Mortgages | Mortgage Loan 5 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 40,000,000 | 40,000,000 | ||||||||
Book Value of Collateral | $ 56,645,000 | 59,542,000 | ||||||||
Mortgages | Mortgage Loan 5 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.55% | |||||||||
Mortgages | Mortgage Loan 6 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 100,000,000 | 100,000,000 | ||||||||
Book Value of Collateral | $ 163,814,000 | 166,023,000 | ||||||||
Mortgages | Mortgage Loan 6 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.65% | |||||||||
Mortgages | Mortgage Loan 7 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 54,000,000 | 54,000,000 | ||||||||
Book Value of Collateral | 115,988,000 | $ 113,821,000 | ||||||||
Mortgages | Mortgage Loan 7 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.10% | |||||||||
Mortgages | Mortgage Loan 8 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 197,229,000 | 195,000,000 | ||||||||
Book Value of Collateral | $ 203,918,000 | 215,163,000 | ||||||||
Interest payment deferral term | 6 months | |||||||||
Deferred interest payments | $ 2,200,000 | |||||||||
Number of monthly installments | installment | 12 | |||||||||
Mortgages | Mortgage Loan 8 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.70% | |||||||||
Mortgages | Mortgage Loan 9 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 80,000,000 | 80,000,000 | ||||||||
Book Value of Collateral | $ 88,650,000 | 90,150,000 | ||||||||
Mortgages | Mortgage Loan 9 | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.85% | |||||||||
Term Loan | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR floor | 0.50% | |||||||||
Term Loan | Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total | $ 61,495,000 | 0 | ||||||||
Book Value of Collateral | $ 0 | $ 0 | ||||||||
Term of extension options | 1 year | |||||||||
Term Loan | Term loan | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.25% | |||||||||
Term Loan | Term loan | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Term Loan | Term loan | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.25% | |||||||||
Term Loan | Term loan | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.50% |
Indebtedness, net (Narrative) (
Indebtedness, net (Narrative) (Details) | Feb. 22, 2021USD ($) | Jun. 08, 2020USD ($) | May 01, 2020 | Oct. 25, 2019USD ($)extension | Sep. 30, 2019USD ($) | Aug. 05, 2019USD ($) | Jan. 22, 2019USD ($)hotel | Jan. 15, 2019room | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020USD ($)extensionroom | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Number of rooms | room | 3,722 | |||||||||||||
Loan amount | $ 1,128,724,000 | $ 1,065,000,000 | ||||||||||||
Indebtedness, net | 1,130,594,000 | 1,058,486,000 | ||||||||||||
Repayments of debt | 47,822,000 | 257,086,000 | $ 400,551,000 | |||||||||||
Gain (loss) recognized on loans | 0 | |||||||||||||
Non-cash loan principal associated with default interest and late charges | 9,859,000 | 0 | $ 0 | |||||||||||
Amortization of principal amortization | 2,600,000 | |||||||||||||
Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance | $ 186,800,000 | |||||||||||||
Ritz-Carlton, Lake Tahoe | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of rooms | room | 170 | |||||||||||||
Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of hotels used as collateral | hotel | 2 | |||||||||||||
Ownership percentage | 75.00% | |||||||||||||
Loan default amount | $ 200,000,000 | |||||||||||||
Mortgages | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cash utilized from FF&E reserves | $ 9,300,000 | |||||||||||||
Mortgages | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 0.25% | 1.00% | ||||||||||||
Mortgages | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||||
Senior Revolving Credit Facility | Line of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan amount | $ 0 | 0 | ||||||||||||
Debt term | 3 years | |||||||||||||
Number of extension options | extension | 2 | |||||||||||||
Extension option term | 1 year | |||||||||||||
Possible expansion of borrowing capacity | $ 175,000,000 | |||||||||||||
Possible aggregate size amount | 250,000,000 | |||||||||||||
Indebtedness, net | $ 75,000,000 | |||||||||||||
Repayments of debt | 10,000,000 | |||||||||||||
Senior Revolving Credit Facility | Line of Credit | Maximum | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.50% | |||||||||||||
Senior Revolving Credit Facility | Line of Credit | Maximum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||||
Term loan | Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan amount | $ 61,495,000 | 0 | ||||||||||||
Face amount of debt | 65,000,000 | |||||||||||||
Quarterly amortization | $ 5,000,000 | |||||||||||||
Term of extension options | 1 year | |||||||||||||
Term loan | Term Loan | Maximum | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.50% | |||||||||||||
Term loan | Term Loan | Maximum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||||
Mortgage Loan 2 | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan amount | $ 435,000,000 | 435,000,000 | ||||||||||||
Number of extension options | extension | 5 | |||||||||||||
Term of extension options | 1 year | |||||||||||||
Mortgage Loan 2 | Mortgages | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.16% | |||||||||||||
Mortgage Loan 7 | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan amount | $ 54,000,000 | 54,000,000 | ||||||||||||
Debt term | 5 years | |||||||||||||
Mortgage Loan 7 | Mortgages | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.10% | |||||||||||||
Mortgage Loan 3 | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan amount | $ 42,500,000 | $ 42,500,000 | $ 42,500,000 | |||||||||||
Debt term | 2 years | |||||||||||||
Outstanding balance | $ 42,000,000 | |||||||||||||
Number of extension options | extension | 3 | |||||||||||||
Extension option term | 1 year | |||||||||||||
Term of extension options | 1 year | |||||||||||||
Mortgage Loan 3 | Mortgages | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.95% | 4.95% | ||||||||||||
Mortgage Loan 9 | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan amount | $ 80,000,000 | $ 80,000,000 | ||||||||||||
Debt term | 5 years | |||||||||||||
Outstanding balance | $ 70,000,000 | |||||||||||||
Number of extension options | extension | 0 | |||||||||||||
Mortgage Loan 9 | Mortgages | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 1.85% | |||||||||||||
Amended Senior Revolving Credit Facility | Line of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Borrowing capacity | $ 75,000,000 | |||||||||||||
Indebtedness, net | 0 | |||||||||||||
Paycheck Protection Program, CARES Act | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face amount of debt | $ 34,300,000 | |||||||||||||
Mortgage Loan 8 | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loan amount | $ 197,229,000 | $ 195,000,000 | ||||||||||||
Debt term | 5 years | |||||||||||||
Mortgage Loan 8 | Mortgages | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 1.70% |
Indebtedness, net (Maturities a
Indebtedness, net (Maturities and Scheduled Amortization of Indebtedness) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 567,229 | |
2022 | 132,495 | |
2023 | 100,000 | |
2024 | 329,000 | |
2025 | 0 | |
Thereafter | 0 | |
Total | $ 1,128,724 | $ 1,065,000 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Credit default swaps | |||
Derivative [Line Items] | |||
Change in market value threshold for settlement | $ 250,000 | ||
Not Designated as Hedging Instrument | Interest rate derivatives - caps | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | 779,000,000 | $ 968,000,000 | |
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 779,000,000 | $ 870,000,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 3.00% | 3.00% | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 4.00% | 7.80% | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 0 | $ 5,000,000,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Minimum | |||
Derivative [Line Items] | |||
Strike rate | (0.25%) | ||
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 1.63% | ||
Not Designated as Hedging Instrument | Interest rate derivatives - caps | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | 602,500,000 | $ 391,000,000 | $ 727,000,000 |
Total cost of interest rate caps (in thousands) | $ 92,000 | $ 115,000 | $ 362,000 |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 3.00% | 3.00% | 2.43% |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 4.00% | 7.80% | 7.80% |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 0 | $ 2,000,000,000 | $ 4,000,000,000 |
Total cost of interest rate caps (in thousands) | $ 0 | $ 75,000 | $ 138,000 |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 1.63% | 1.38% | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 1.63% | 2.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2021 | |
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 interest rate forward curve | 0.144% | 1.763% | ||
Derivative assets, gross | $ 0 | $ 582 | ||
Derivative assets | 0 | 582 | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on investment in Ashford Inc. | 0 | 7,872 | $ (8,010) | |
Unrealized gain (loss) on derivatives | 4,959 | (1,103) | (82) | |
Subsequent Event | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
LIBOR interest rate forward curve | 0.131% | |||
Ashford Inc. | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Realized gain (loss) on investment in Ashford Inc. | 0 | (13,424) | 0 | |
Credit default swaps | Derivative Financial Instruments, Assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Derivative cost | 191 | 253 | 253 | |
Future | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income | 0 | 0 | 0 | |
Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Counterparty and Cash Collateral Netting | 0 | 1,130 | ||
Derivative assets | 0 | 582 | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income | 24 | (6,933) | (8,092) | |
Fair Value, Recurring | Ashford Inc. | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on investment in Ashford Inc. | 0 | 7,872 | (8,010) | |
Fair Value, Recurring | Derivative Financial Instruments, Assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income | 24 | (1,381) | (82) | |
Fair Value, Recurring | Non-Derivative Assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income | 24 | (6,933) | (8,092) | |
Unrealized gain (loss) on investment in Ashford Inc. | 0 | (5,552) | (8,010) | |
Fair Value, Recurring | Derivative | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | 4,959 | (1,103) | (82) | |
Fair Value, Recurring | Interest rate derivatives - floors | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Counterparty and Cash Collateral Netting | 52 | |||
Derivative assets | 53 | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | 3,615 | 126 | (179) | |
Realized gain (loss) on interest rate floors | (3,615) | (278) | 0 | |
Fair Value, Recurring | Interest rate derivatives - floors | Derivative Financial Instruments, Assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income | 0 | (152) | (179) | |
Fair Value, Recurring | Interest rate derivatives - caps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Counterparty and Cash Collateral Netting | 0 | 0 | ||
Derivative assets | 0 | 1 | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | (93) | (134) | (347) | |
Fair Value, Recurring | Interest rate derivatives - caps | Derivative Financial Instruments, Assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income | (93) | (134) | (347) | |
Fair Value, Recurring | Credit default swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Counterparty and Cash Collateral Netting | 1,078 | |||
Derivative assets | 528 | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | 1,437 | (1,095) | 444 | |
Realized gain (loss) on credit default swaps | (1,320) | 0 | 0 | |
Fair Value, Recurring | Credit default swaps | Derivative Financial Instruments, Assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income | 117 | (1,095) | $ 444 | |
Fair Value, Recurring | Quoted Market Prices (Level 1) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | 0 | ||
Fair Value, Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - floors | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | |||
Fair Value, Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - caps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | 0 | ||
Fair Value, Recurring | Quoted Market Prices (Level 1) | Credit default swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | |||
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | (548) | ||
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - floors | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 1 | |||
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - caps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | 1 | ||
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Credit default swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | (550) | |||
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | 0 | ||
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - floors | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | 0 | |||
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - caps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | $ 0 | 0 | ||
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Credit default swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets, gross | $ 0 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Carrying Amounts and Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | $ 0 | $ 582 | ||
Derivative assets, Estimated fair value | 0 | 582 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 78,606 | 71,995 | $ 182,578 | $ 137,522 |
Cash and cash equivalents, Estimated fair value | 78,606 | 71,995 | ||
Restricted cash, Carrying value | 34,544 | 58,388 | 75,910 | $ 47,820 |
Restricted cash, Estimated fair value | 34,544 | 58,388 | ||
Accounts receivable, net, Carrying value | 13,557 | 19,053 | ||
Accounts receivable, net, Estimated fair value | 13,557 | 19,053 | ||
Due from related parties, net, Carrying value | 991 | 551 | ||
Due from related parties, net, Estimated fair value | 991 | 551 | ||
Due from third-party hotel managers, Carrying value | 12,271 | 16,638 | ||
Due from third-party hotel managers, Estimated fair value | 12,271 | 16,638 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 1,128,724 | 1,065,000 | ||
Accounts payable and accrued expenses, Carrying value | 61,758 | 94,919 | ||
Accounts payable and accrued expenses, Estimated fair value | 61,758 | 94,919 | ||
Dividends and distributions payable, Carrying value | 2,736 | 9,143 | ||
Dividends and distributions payable, Estimated fair value | 2,736 | 9,143 | ||
Due to Ashford Inc., Carrying Value | 2,772 | 4,344 | $ 4,344 | |
Due to Ashford Inc., Fair Value Disclosure | 2,772 | 4,344 | ||
Due to third-party hotel managers, Carrying value | 1,393 | 1,685 | ||
Due to third-party hotel managers, Estimated fair value | 1,393 | 1,685 | ||
Minimum | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 884,325 | 1,003,863 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 977,411 | $ 1,109,532 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets | 90 days | |
Total | $ 1,128,724 | $ 1,065,000 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 78.30% | 94.30% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 86.60% | 104.20% |
Income (Loss) Per Share (Reconc
Income (Loss) Per Share (Reconciliation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Net income (loss) attributable to the Company | $ (105,262) | $ 371 | $ 1,320 |
Less: Dividends on preferred stock | (10,219) | (10,142) | (7,205) |
Claw back of dividends on cancelled Performance Stock Units | 202 | ||
Undistributed net income (loss) allocated to common stockholders | (115,279) | (34,582) | (26,580) |
Distributed and undistributed net income (loss) - basic and diluted | $ (115,279) | $ (10,437) | $ (6,085) |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding – basic (in shares) | 33,998 | 32,289 | 31,944 |
Weighted average common shares outstanding – diluted (in shares) | 33,998 | 32,289 | 31,944 |
Income (loss) per share - basic: | |||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (3.39) | $ (0.32) | $ (0.19) |
Income (loss) per share - diluted: | |||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (3.39) | $ (0.32) | $ (0.19) |
Performance Shares | |||
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Claw back of dividends on cancelled Performance Stock Units | $ 202 | $ 0 | $ 114 |
Less/Add back: Dividends | 0 | 261 | 0 |
Restricted Stock | |||
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Less/Add back: Dividends | 0 | 405 | 314 |
Common Stock | |||
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Less/Add back: Dividends | $ 0 | $ 24,145 | $ 20,495 |
Income (Loss) Per Share (Antidi
Income (Loss) Per Share (Antidilutive) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Total | $ (6,060) | $ 6,301 | $ 6,278 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 10,673 | 11,044 | 10,831 |
Restricted Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested shares | $ 0 | $ 405 | $ 314 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 22 | 51 | 55 |
Performance Shares | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested shares | $ 0 | $ 261 | $ (114) |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 0 | 193 | 48 |
Operating Partnership Units | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (12,979) | $ (1,207) | $ (751) |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 3,923 | 4,219 | 4,159 |
Series B Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock - Series B | $ 6,919 | $ 6,842 | $ 6,829 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 6,728 | 6,581 | 6,569 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest in Operating Partnership (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | Dec. 15, 2020 | Sep. 28, 2020 | May 22, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 06, 2020 | Mar. 16, 2020 |
Director | COVID-19 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Temporary reduction to cash retainer | 25.00% | |||||||
Percentage of cash retainer paid in equity | 25.00% | |||||||
Percentage of cash retainer paid in cash | 75.00% | |||||||
Long Term Incentive Plan Units | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Other than options (in shares) | 1,100 | |||||||
Units which have not reached full economic parity with the common units (in shares) | 104 | |||||||
Unamortized cost | $ 771 | |||||||
Unamortized cost, period of recognition | 2 years 2 months 12 days | |||||||
Weighted average period for recognition | 1 year 4 months 24 days | |||||||
Long Term Incentive Plan Units | Director | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Number of units (in shares) | 4 | 8 | 17 | |||||
Fair value of units | $ 19 | $ 20 | $ 44 | |||||
Performance Long Term Incentive Plan Units | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Other than options (in shares) | 220 | |||||||
Shares forfeited (in shares) | 211 | 281 | 312 | |||||
Units which have not reached full economic parity with the common units (in shares) | 60 | |||||||
Unamortized cost | $ 409 | |||||||
Unamortized cost, period of recognition | 2 years | |||||||
Weighted average period for recognition | 1 year 8 months 12 days | |||||||
Minimum | Performance Long Term Incentive Plan Units | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Award performance target | 0.00% | |||||||
Maximum | Performance Long Term Incentive Plan Units | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Award performance target | 200.00% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests in Operating Partnership (Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Allocated compensation expense | $ 2,146 | $ 2,601 | $ 1,822 |
Performance Long Term Incentive Plan Units | Advisory Services Fee | |||
Debt Instrument [Line Items] | |||
Allocated compensation expense | 884 | 1,144 | 785 |
Long Term Incentive Plan Units | Advisory Services Fee | |||
Debt Instrument [Line Items] | |||
Allocated compensation expense | 1,142 | 1,354 | 976 |
Long Term Incentive Plan Units | Corporate General and Administrative | |||
Debt Instrument [Line Items] | |||
Allocated compensation expense | $ 120 | $ 103 | $ 61 |
Redeemable Noncontrolling Int_5
Redeemable Noncontrolling Interests in Operating Partnership (Activity of Units in Operating Partnership) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of the activity of the operating partnership units | |||
Units outstanding at beginning of year (in shares) | 4,538 | 4,833 | 4,790 |
Units redeemed for shares of common stock (in shares) | (339) | (165) | 0 |
Units outstanding at end of year (in shares) | 4,277 | 4,538 | 4,833 |
Common units convertible/redeemable at end of year (in shares) | 3,823 | 4,027 | 4,045 |
Long Term Incentive Plan Units | |||
Summary of the activity of the operating partnership units | |||
Units issued (in shares) | 129 | 91 | 144 |
Performance LTIP units | |||
Summary of the activity of the operating partnership units | |||
Units issued (in shares) | 160 | 60 | 211 |
Performance LTIP units forfeited/cancelled (in shares) | (211) | (281) | (312) |
Redeemable Noncontrolling Int_6
Redeemable Noncontrolling Interests in Operating Partnership (Redeemable Noncontrolling Interests) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests in operating partnership | $ 27,655 | $ 41,570 | |
Adjustments to redeemable noncontrolling interests | (102) | (534) | $ (23) |
Braemar Hotels & Resorts, Inc. | |||
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests in operating partnership | 27,655 | 41,570 | |
Adjustments to redeemable noncontrolling interests | $ 167 | $ 65 | |
Ownership percentage of operating partnership | 9.43% | 10.96% |
Redeemable Noncontrolling Int_7
Redeemable Noncontrolling Interests in Operating Partnership (Allocated Redeemable Noncontrolling Interests) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interest [Line Items] | |||
Distributions declared to holders of common units, LTIP units and Performance LTIP units | $ 0 | $ 3,050 | $ 2,854 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 12,979 | 1,207 | 751 |
Claw back of dividends on cancelled Performance Stock Units | (202) | ||
Performance Long Term Incentive Plan Units | |||
Noncontrolling Interest [Line Items] | |||
Claw back of dividends on cancelled Performance Stock Units | $ (270) | $ 0 | $ 0 |
Redeemable Noncontrolling Int_8
Redeemable Noncontrolling Interests in Operating Partnership (Units Redeemed) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Temporary Equity [Line Items] | |||
Fair value of common units converted | $ (3,454) | $ (2,201) | |
Historical cost | $ 3,500 | ||
Operating Partnership Units | |||
Temporary Equity [Line Items] | |||
Common units converted to common stock (in shares) | 339 | 165 | 0 |
Fair value of common units converted | $ 390 | $ 2,201 | $ 0 |
Equity (Common Stock Dividends)
Equity (Common Stock Dividends) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Common stock dividends declared | $ 21,302,000 | $ 20,695,000 | |
Claw back of dividends on cancelled Performance Stock Units | $ (202,000) | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock dividends declared | 0 | 21,302,000 | 20,695,000 |
Performance Shares | |||
Class of Stock [Line Items] | |||
Claw back of dividends on cancelled Performance Stock Units | $ (202,000) | $ 0 | $ 0 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) | 12 Months Ended | 37 Months Ended | |||||
Dec. 31, 2020USD ($)hotel$ / sharesshares | Dec. 31, 2019USD ($)hotel$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2020USD ($)hotel$ / sharesshares | Dec. 11, 2017USD ($) | Dec. 05, 2017$ / shares | Oct. 27, 2014USD ($) | |
Class of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of hotel properties with JV interests | hotel | 2 | 2 | 2 | ||||
Noncontrolling interest in consolidated entities | $ | $ (15,088,000) | $ (6,013,000) | $ (15,088,000) | ||||
Co-venturer | |||||||
Class of Stock [Line Items] | |||||||
Noncontrolling interest in consolidated entities | $ | $ (15,100,000) | $ (6,000,000) | $ (15,100,000) | ||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares of stock repurchased during period (in shares) | 47,000 | 45,000 | 31,000 | ||||
Common Stock | At-The-Market Equity Distribution | |||||||
Class of Stock [Line Items] | |||||||
Shares sold (in shares) | 4,700,000 | ||||||
Stock Repurchase Program | |||||||
Class of Stock [Line Items] | |||||||
Share repurchase program authorized amount | $ | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 100,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Shares of stock repurchased during period (in shares) | 0 | 0 | 0 | ||||
Aggregate offering price | $ | $ 14,500,000 | ||||||
Stock Repurchase Program | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares of stock repurchased during period (in shares) | 47,000 | 45,000 | 31,000 | ||||
Series D Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock dividend rate | 8.25% | 8.25% | |||||
Preferred stock, shares issued (in shares) | 1,600,000 | 1,600,000 | 1,600,000 | ||||
Redemption price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||
Preferred stock conversion rate | 5.12295 | ||||||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 2.0625 |
Equity (Preferred Stock Dividen
Equity (Preferred Stock Dividends) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Series D Preferred Stock | |||
Class of Stock [Line Items] | |||
Series D Cumulative Preferred Stock | $ 3,300,000 | $ 3,300,000 | $ 376,000 |
Equity (Issuance Activity) (Det
Equity (Issuance Activity) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Gross proceeds received | $ 13,259 | $ 0 | $ 0 |
Common Stock | |||
Class of Stock [Line Items] | |||
Common shares issued (in shares) | 4,729 | ||
Gross proceeds received | $ 14,717 | ||
Commissions and other expenses | 184 | ||
Net proceeds | $ 14,533 |
Equity (Noncontrolling Interest
Equity (Noncontrolling Interest in Consolidated Entities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
(Income) loss attributable to noncontrolling interest in consolidated entities | $ 6,436 | $ (2,032) | $ (2,016) |
5.50% Series B Cumulative Con_3
5.50% Series B Cumulative Convertible Preferred Stock (Details) $ / shares in Units, shares in Thousands | Dec. 04, 2019USD ($) | Dec. 31, 2020USD ($)day$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||
Series B Convertible Preferred Stock | $ 10,219,000 | $ 10,142,000 | $ 7,205,000 | ||
Equity Distribution Agreements With Sales Agents | |||||
Class of Stock [Line Items] | |||||
Percentage of the gross sales price | 2.00% | ||||
Maximum | Equity Distribution Agreements With Sales Agents | |||||
Class of Stock [Line Items] | |||||
Aggregate offering price (up to) | $ 40,000,000 | ||||
Series B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock dividend rate | 5.50% | 5.50% | |||
Initial conversion price (in dollars per share) | $ / shares | $ 18.70 | $ 18.70 | |||
Preferred stock conversion rate | 1.3372 | ||||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 1.375 | ||||
Consecutive trading days (in days) | day | 45 | ||||
Days ending prior to notice of conversion | 3 days | ||||
Redemption price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||
Redemption percent of liquidation preference | 103.00% | 103.00% | |||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | $ 25 | |||
Series B Convertible Preferred Stock | $ 6,919,000 | $ 6,842,000 | $ 6,829,000 | ||
Series B Preferred Stock | Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Series B Convertible Preferred Stock shares issued (in shares) | shares | 23 | 42 | |||
Gross proceeds received | $ 439,000 | $ 809,000 | |||
Commissions and other expenses | 7,000 | 12,000 | |||
Net proceeds | 432,000 | $ 797,000 | |||
Series B Preferred Stock | Equity Distribution Agreements With Sales Agents | |||||
Class of Stock [Line Items] | |||||
Aggregate offering price (up to) | $ 1,200,000 | ||||
Shares sold (in shares) | shares | 65 | ||||
Series B Preferred Stock | Minimum | |||||
Class of Stock [Line Items] | |||||
Percent of conversion price | 110.00% | 110.00% |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | Dec. 15, 2020 | Sep. 28, 2020 | May 22, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated compensation expense | $ 2,146 | $ 2,601 | $ 1,822 | ||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units (in shares) | 536 | 497 | 441 | 420 | |||
Unamortized cost | $ 2,600 | ||||||
Unamortized cost, period of recognition | 2 years 2 months 12 days | ||||||
Weighted average period for recognition | 1 year 7 months 6 days | ||||||
Allocated compensation expense | $ 3,006 | $ 2,903 | $ 2,739 | ||||
Shares forfeited (in shares) | 10 | 7 | 7 | ||||
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units (in shares) | 448 | 420 | 316 | 381 | |||
Unamortized cost | $ 2,100 | ||||||
Unamortized cost, period of recognition | 2 years | ||||||
Weighted average period for recognition | 1 year 6 months | ||||||
Award service period | 3 years | ||||||
Shares forfeited (in shares) | 197 | 119 | 262 | ||||
Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award performance target | 0.00% | ||||||
Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award performance target | 200.00% | ||||||
Director | Non-Employee Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units (in shares) | 5 | 9 | 18 | ||||
Fair value of units | $ 22 | $ 23 | $ 48 | ||||
Executive Officer | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated compensation expense | $ 640 | ||||||
Executive Officer | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated compensation expense | $ 1,600 | ||||||
Equity Incentive Plan 2013 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized to grant (in shares) | 3,300 | ||||||
Shares available for future issuance (in shares) | 748 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 2,146 | $ 2,601 | $ 1,822 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 3,006 | 2,903 | 2,739 |
Restricted Stock | Advisory Services Fee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 2,672 | 2,468 | 2,277 |
Restricted Stock | Management fees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 133 | 155 | 219 |
Restricted Stock | Corporate General and Administrative | Premier | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 71 | 72 | 0 |
Restricted Stock | Corporate General and Administrative | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 130 | 208 | 243 |
Performance Shares | Advisory Services Fee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 2,695 | $ 2,439 | $ 2,443 |
Stock-Based Compensation (Sum_2
Stock-Based Compensation (Summary of Unit Activity) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock | |||
Number of Units | |||
Outstanding at beginning of year (in shares) | 497 | 441 | 420 |
Shares granted (in shares) | 359 | 261 | 257 |
Vested (in shares) | (310) | (198) | (229) |
Performance LTIP units forfeited/cancelled (in shares) | (10) | (7) | (7) |
Outstanding at end of year (in shares) | 536 | 497 | 441 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 11.89 | $ 10.91 | $ 11.87 |
Granted (in dollars per share) | 4.13 | 12.68 | 9.90 |
Vested (in dollars per share) | 9.81 | 10.75 | 11.54 |
Cancelled (in dollars per share) | 7.25 | 11.59 | 10.50 |
Outstanding at end of year (in dollars per share) | $ 7.98 | $ 11.89 | $ 10.91 |
Performance Shares | |||
Number of Units | |||
Outstanding at beginning of year (in shares) | 420 | 316 | 381 |
Shares granted (in shares) | 225 | 223 | 197 |
Performance LTIP units forfeited/cancelled (in shares) | (197) | (119) | (262) |
Outstanding at end of year (in shares) | 448 | 420 | 316 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 16.91 | $ 12.29 | $ 11.97 |
Granted (in dollars per share) | 3.51 | 19.96 | 13.43 |
Cancelled (in dollars per share) | 13.43 | 10.42 | 12.67 |
Outstanding at end of year (in dollars per share) | $ 11.71 | $ 16.91 | $ 12.29 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Aug. 25, 2020USD ($) | Mar. 20, 2020USD ($)installment | Sep. 25, 2019USD ($) | Jan. 15, 2019USD ($) | Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($)hotel | Nov. 05, 2019USD ($) | Jul. 01, 2019USD ($) | Jun. 26, 2019USD ($) | Aug. 08, 2018USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||||||
Base fee, net asset fee adjustment | 0.70% | |||||||||||
Minimum base fee | 90.00% | |||||||||||
Term of advisory agreement | 3 years | |||||||||||
Due from related parties, net | $ 991,000 | $ 551,000 | ||||||||||
Indebtedness, Carrying value | 1,128,724,000 | 1,065,000,000 | ||||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | 400,000,000 | ||||||||||
Capital contributions | 3,750,000 | |||||||||||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel property | $ 10,149,000 | $ 25,165,000 | $ 15,738,000 | |||||||||
Advisory agreement, percent of total construction costs | 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 | |||||||||||
Advisory Agreement, FF&E purchasing fees, with freight and tax threshold | 6.00% | |||||||||||
Number of hotel properties | hotel | 13 | 13 | 13 | |||||||||
Mortgage Loan 2 | Mortgages | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Indebtedness, Carrying value | $ 435,000,000 | $ 435,000,000 | ||||||||||
Ashford Inc. | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Allocation percentage | 25.00% | 50.00% | ||||||||||
Ashford Inc. | Ashford Trust | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Allocation percentage | 75.00% | 0.00% | ||||||||||
Ashford Inc. | Ashford Inc. | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Allocation percentage | 50.00% | |||||||||||
Management fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of project costs | 4.00% | |||||||||||
Lismore Capital | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Term after commencement date | 12 months | |||||||||||
Written notice term | 30 days | |||||||||||
Advisory services, aggregate fee, percent | 0.50% | |||||||||||
Advisory services fee, percent | 0.125% | |||||||||||
Advisory services, fee installment, percentage | 0.125% | |||||||||||
Number of installments | installment | 6 | |||||||||||
Advisory services, financing amount | $ 1,091,250,000 | |||||||||||
Advisory services, multiple percentage | 0.25% | |||||||||||
Lismore Capital | Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advisory services, amount paid | $ 1,400,000 | $ 4,100,000 | ||||||||||
Advisory services, expense included in other assets | 1,000,000 | |||||||||||
Advisory services, expense included in write-off of loan costs and exit fees | 3,100,000 | |||||||||||
Lismore Capital | Claw Back | Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advisory services, amount paid | $ 0 | |||||||||||
Lismore Capital | Periodic Installments | Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advisory services, amount paid | 1,400,000 | |||||||||||
Total | 683,000 | |||||||||||
Payment amount to be offset against future fees | 681,000 | |||||||||||
Lismore Capital | Success fees | Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advisory services, amount paid | 1,400,000 | |||||||||||
Lismore Capital | Success Fees Claw Back | Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advisory services, amount paid | 0 | |||||||||||
Lismore Capital | Success Fees Waived | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advisory services, amount paid | $ 1,600,000 | |||||||||||
Ashford Inc. | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Amount funded | 996,000 | |||||||||||
Purchased FF&E | 200,000 | |||||||||||
Key money consideration | $ 2,000,000 | |||||||||||
Ashford Inc. | Other Assets | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Amount funded | 63,000 | 520,000 | ||||||||||
Ashford LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
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 | |||||||||||
ERFP Agreement, amount sold | $ 8,900,000 | $ 1,400,000 | ||||||||||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel property | 9,000 | |||||||||||
Purchased FF&E | 1,600,000 | |||||||||||
Ashford LLC | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gain (loss) on insurance settlement, disposition of assets and sale of hotel property | 23,000 | |||||||||||
Ashford LLC | FF&E purchases | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advisory services, amount paid | 1,816,000 | 0 | ||||||||||
Remington Hotels | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due from related parties, net | $ 626,000 | 185,000 | ||||||||||
Total | 2,035,000 | $ 5,423,000 | ||||||||||
Number of hotel properties managed by related party | hotel | 3 | |||||||||||
Maximum percentage of project budget to be paid as market service fees | 16.50% | |||||||||||
Remington Hotel Corporation | Board of Directors Chairman | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due from related parties, net | $ 365,000 | $ 365,000 | ||||||||||
Maximum | Ashford Inc. | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Funding amount | $ 15,000,000 | |||||||||||
Maximum | Ashford LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
ERFP agreement, commitment | $ 50,000,000 | |||||||||||
ERFP agreement, commitment with increase | $ 100,000,000 | |||||||||||
Minimum | Management fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Monthly property management fee | $ 14,000 | |||||||||||
Property management fee, percent | 3.00% | 3.00% | ||||||||||
Minimum | Remington Hotels | Management fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Monthly property management fee | $ 14,000 | $ 14,000 | ||||||||||
Property management fee, percent | 3.00% |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Advisory Services Fee) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Advisory services fee | $ 18,486 | $ 20,527 | $ 20,012 |
Ashford LLC | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 18,486 | 20,527 | 20,012 |
Ashford LLC | Affiliated Entity | Base advisory fee | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 9,981 | 10,834 | 9,424 |
Ashford LLC | Affiliated Entity | Reimbursable expenses | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 1,790 | 2,289 | 2,072 |
Ashford LLC | Affiliated Entity | Equity-based compensation | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 7,393 | 7,404 | 6,481 |
Ashford LLC | Affiliated Entity | Incentive fee (3) | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | $ (678) | $ 0 | $ 2,035 |
Related Party Transactions (S_2
Related Party Transactions (Schedule of Reimbursed Operating Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Ashford Inc. | ||
Related Party Transaction [Line Items] | ||
Expensed reimbursed operating expenses | $ 658 | $ 314 |
Related Party Transactions (S_3
Related Party Transactions (Schedule of Hotel and Project Management Agreements) (Details) - Remington Hotels - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Hotel management fees, including incentive hotel management fees | $ 1,738 | $ 1,762 |
Market service and project management fees | 0 | 3,328 |
Corporate general and administrative | 297 | 333 |
Total | $ 2,035 | $ 5,423 |
Related Party Transactions (Sum
Related Party Transactions (Summary of Entities with Advisor Interest) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Due to Ashford Inc. | $ 2,772 | $ 4,344 | $ 4,344 |
Ashford LLC | FF&E purchases | |||
Related Party Transaction [Line Items] | |||
Total | 1,816 | 0 | |
Ashford LLC | FF&E purchases | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 1,816 | ||
Ashford LLC | FF&E purchases | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | |||
Ashford LLC | Insurance claims services | |||
Related Party Transaction [Line Items] | |||
Total | 108 | 135 | 137 |
Due to Ashford Inc. | 12 | 44 | |
Ashford LLC | Insurance claims services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Ashford LLC | Insurance claims services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Ashford LLC | Insurance claims services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 108 | 135 | |
Ashford LLC | Insurance claims services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Ashford LLC | Insurance claims services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 137 | |
Ashford LLC | Insurance claims services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Ashford LLC | Insurance claims services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Due to Ashford Inc. | 165 | 1,606 | |
J&S Audio Visual | Audio visual commissions | |||
Related Party Transaction [Line Items] | |||
Total | 592 | 560 | |
Due to Ashford Inc. | 1 | 173 | |
J&S Audio Visual | Audio visual commissions | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 592 | 560 | |
J&S Audio Visual | Audio visual commissions | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
J&S Audio Visual | Audio visual commissions | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
J&S Audio Visual | Audio visual commissions | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
J&S Audio Visual | Audio visual commissions | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
J&S Audio Visual | Audio visual commissions | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
J&S Audio Visual | Audio visual commissions | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
J&S Audio Visual | Audio visual commissions | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
J&S Audio Visual | Audio visual commissions | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Lismore Capital | Debt placement and related services | |||
Related Party Transaction [Line Items] | |||
Total | 4,093 | 1,208 | 999 |
Lismore Capital | Debt placement and related services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Lismore Capital | Debt placement and related services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Lismore Capital | Debt placement and related services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Lismore Capital | Debt placement and related services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Lismore Capital | Debt placement and related services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Lismore Capital | Debt placement and related services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 3,071 | 213 | |
Lismore Capital | Debt placement and related services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 1,022 | (995) | (999) |
OpenKey | Mobile key app | |||
Related Party Transaction [Line Items] | |||
Total | 38 | 34 | 33 |
Due to Ashford Inc. | 3 | 0 | |
OpenKey | Mobile key app | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 38 | 34 | 21 |
OpenKey | Mobile key app | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 12 |
OpenKey | Mobile key app | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Premier | Project management services | |||
Related Party Transaction [Line Items] | |||
Total | 2,849 | 10,123 | 3,958 |
Due to Ashford Inc. | 631 | 2,433 | |
Premier | Project management services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Project management services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Premier | Project management services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Project management services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Project management services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 344 | 539 | |
Premier | Project management services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Project management services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Project management services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 2,505 | 9,584 | 3,958 |
Premier | Project management services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Pure Wellness | Hypoallergenic premium rooms | |||
Related Party Transaction [Line Items] | |||
Total | 52 | 194 | 265 |
Due to Ashford Inc. | 0 | 3 | |
Pure Wellness | Hypoallergenic premium rooms | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 52 | 46 | 37 |
Pure Wellness | Hypoallergenic premium rooms | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 148 | 228 |
Pure Wellness | Hypoallergenic premium rooms | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
RED Leisure | Watersports activities and travel/transportation services | |||
Related Party Transaction [Line Items] | |||
Total | 139 | 946 | |
Due to Ashford Inc. | 144 | 85 | |
RED Leisure | Watersports activities and travel/transportation services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 139 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 946 | |
RED Leisure | Watersports activities and travel/transportation services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
RED Leisure | Watersports activities and travel/transportation services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Hotel management services | |||
Related Party Transaction [Line Items] | |||
Total | 720 | ||
RED Leisure | Hotel management services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 720 | ||
RED Leisure | Hotel management services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
RED Leisure | Hotel management services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
RED Leisure | Hotel management services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | $ 0 | ||
Remington Hotels | Hotel management services | |||
Related Party Transaction [Line Items] | |||
Total | 1,446 | 572 | |
Remington Hotels | Hotel management services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Remington Hotels | Hotel management services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 410 | 323 | |
Remington Hotels | Hotel management services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 1,036 | 249 | |
Remington Hotels | Hotel management services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Remington Hotels | Hotel management services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Remington Hotels | Hotel management services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Remington Hotels | Hotel management services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Remington Hotels | Hotel management services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Remington Hotels | Hotel management services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | 15 Months Ended | ||||
Dec. 31, 2020USD ($)managementCompanyextensionhotelcontractgroundLease | Dec. 31, 2018USD ($)hotel | Nov. 05, 2019 | Sep. 30, 2020USD ($) | Jul. 20, 2020USD ($) | Dec. 31, 2019hotel | |
Loss Contingencies [Line Items] | ||||||
Number of hotel properties | hotel | 13 | 13 | 13 | |||
Ground Lease | ||||||
Loss Contingencies [Line Items] | ||||||
Number of ground leases | contract | 2 | |||||
Pending Litigation | Accor | ||||||
Loss Contingencies [Line Items] | ||||||
Incorrect amount payable to cure performance test failure | $ 1,031,549 | |||||
Correct amount payable to cure performance test failure | $ 535,120 | |||||
Amounts accrued | $ 0 | |||||
Pending Litigation | California Hotel Employment Policies and Practices | ||||||
Loss Contingencies [Line Items] | ||||||
Amounts accrued | $ 500,000 | |||||
Number of hotel management companies | managementCompany | 1 | |||||
Number of hotel properties | hotel | 1 | |||||
Class Action Lawsuit, California Employment Laws | ||||||
Loss Contingencies [Line Items] | ||||||
Amounts accrued | $ 0 | |||||
Number of hotel management companies | managementCompany | 1 | |||||
Number of hotel properties | hotel | 2 | |||||
Leases | Ground Lease | ||||||
Loss Contingencies [Line Items] | ||||||
Number of ground leases | groundLease | 2 | |||||
Lease rent expense | $ 5,700,000 | |||||
Lease rent expense, contingent rent | $ 1,800,000 | |||||
Leases | Ground Lease | La Jolla, CA | ||||||
Loss Contingencies [Line Items] | ||||||
Number of extension options | extension | 1 | |||||
Leases | Ground Lease | Yountville, CA | ||||||
Loss Contingencies [Line Items] | ||||||
Number of extension options | extension | 2 | |||||
Term of lease extension option | 25 years | |||||
Capital Commitments | ||||||
Loss Contingencies [Line Items] | ||||||
Capital commitment related to general capital improvement | $ 12,200,000 | |||||
Period of capital commitment related to general capital improvement | 12 months | |||||
Minimum | Management fees | ||||||
Loss Contingencies [Line Items] | ||||||
Monthly property management fee | $ 14,000 | |||||
Property management fee, percent | 3.00% | 3.00% | ||||
Minimum | Restricted Cash | ||||||
Loss Contingencies [Line Items] | ||||||
Replacement reserve escrow as percentage of property revenue | 4.00% | |||||
Minimum | Management fees | ||||||
Loss Contingencies [Line Items] | ||||||
Property management fee, percent | 2.50% | |||||
Minimum | Leases | Ground Lease | La Jolla, CA | ||||||
Loss Contingencies [Line Items] | ||||||
Term of lease extension option | 10 years | |||||
Maximum | Pending Litigation | California Hotel Employment Policies and Practices | ||||||
Loss Contingencies [Line Items] | ||||||
Potential loss amount | $ 500,000 | |||||
Maximum | Restricted Cash | ||||||
Loss Contingencies [Line Items] | ||||||
Replacement reserve escrow as percentage of property revenue | 5.00% | |||||
Maximum | Management fees | ||||||
Loss Contingencies [Line Items] | ||||||
Property management fee, percent | 5.00% | |||||
Maximum | Leases | Ground Lease | La Jolla, CA | ||||||
Loss Contingencies [Line Items] | ||||||
Term of lease extension option | 20 years |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | |||
Operating lease liabilities | $ 60,917 | $ 61,118 | |
Operating lease right-of-use assets | $ 81,260 | $ 82,596 | |
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 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 50 years |
Leases (Lease Balances) (Detail
Leases (Lease Balances) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease right-of-use assets | $ 81,260 | $ 82,596 |
Liabilities | ||
Operating lease liabilities | $ 60,917 | $ 61,118 |
Leases (Lease Cost and Other In
Leases (Lease Cost and Other Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 4,373 | $ 5,834 |
Variable lease, cost (credit), net | (305) | 1,400 |
Amortization costs related to the intangible assets and liabilities | 834 | 651 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases (in thousands) | $ 3,261 | $ 3,223 |
Weighted Average Remaining Lease Term | ||
Operating leases | 47 years | 47 years |
Weighted Average Discount Rate | ||
Operating leases | 4.98% | 4.98% |
Leases (Maturities of Operating
Leases (Maturities of Operating Lease Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 3,283 | |
2022 | 3,241 | |
2023 | 3,243 | |
2024 | 3,244 | |
2025 | 3,258 | |
Thereafter | 146,008 | |
Total future minimum lease payments | 162,277 | |
Less: interest | (101,360) | |
Present value of operating lease liabilities | $ 60,917 | $ 61,118 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)hotel$ / shares | Dec. 31, 2019USD ($)hotel$ / shares | Dec. 31, 2018USD ($)hotel$ / shares | Dec. 31, 2017USD ($) | |
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 13 | 13 | 13 | |
Net book income before income taxes | $ (27,000,000) | $ 31,000,000 | $ 16,400,000 | |
Income tax interest and penalties expense | 7,000 | 27,000 | 18,000 | |
Income tax interest and penalties accrued | 0 | 0 | ||
Valuation allowance | 14,938,000 | 11,581,000 | 14,483,000 | $ 15,422,000 |
Net operating loss carryforwards | 68,700,000 | |||
Net operating loss carryforwards, subject to expiration | 54,000,000 | |||
Net operating loss carryforwards subject to substantial limitation on use | 53,300,000 | |||
Income tax benefit, net operating loss, CARES Act | 3,400,000 | |||
Virgin Islands Bureau of Internal Revenue | Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Tax holiday amount | $ 0 | $ 807,000 | $ 40,000 | |
Benefit of the tax holiday on net income (loss) (in dollars per share) | $ / shares | $ 0 | $ 0.02 | $ 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 Expens
Income Taxes (Income Tax Expense Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax (expense) benefit at federal statutory income tax rate of 21% | $ 5,619 | $ (6,509) | $ (3,452) |
State income tax (expense) benefit, net of U.S. federal income tax benefit | 3,136 | 107 | (248) |
State and local income tax (expense) benefit on pass-through entity subsidiaries | (5) | (16) | (64) |
Gross receipts and margin taxes | (13) | (67) | (100) |
Benefit of USVI Economic Development Commission credit | 783 | 5,614 | 950 |
Other | 311 | 16 | (311) |
Valuation allowance | (5,425) | (909) | 793 |
Total income tax (expense) benefit | $ 4,406 | $ (1,764) | $ (2,432) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 3,431 | $ (765) | $ (2,536) |
State | 19 | (235) | (703) |
Total current income tax (expense) benefit | 3,450 | (1,000) | (3,239) |
Deferred: | |||
Federal | 1,262 | (357) | (80) |
State | (306) | (407) | 887 |
Total deferred income tax (expense) benefit | 956 | (764) | 807 |
Total income tax (expense) benefit | $ 4,406 | $ (1,764) | $ (2,432) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets (liabilities): | ||||
Tax intangibles basis greater than book basis | $ 718 | $ 1,101 | ||
Allowance for doubtful accounts | 50 | 36 | ||
Unearned income | 1,314 | 469 | ||
Federal and state net operating losses | 14,166 | 13,344 | ||
Capital Loss Carryforward | 523 | 192 | ||
Other | 399 | (4) | ||
Accrued expenses | 465 | 659 | ||
Tax property basis greater than book basis | (2,721) | (2,910) | ||
Prepaid expenses | (91) | (2,377) | ||
Net deferred tax asset | 14,823 | 10,510 | ||
Valuation allowance | (14,938) | (11,581) | $ (14,483) | $ (15,422) |
Net deferred tax asset (liability) | $ (115) | $ (1,071) |
Income Taxes (Change in Valuati
Income Taxes (Change in Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 11,581 | $ 14,483 | $ 15,422 |
Additions | 3,357 | 0 | 0 |
Deductions | 0 | (2,902) | (939) |
Balance at end of year | $ 14,938 | $ 11,581 | $ 14,483 |
Intangible Assets, net (Schedul
Intangible Assets, net (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 5,682 | $ 5,682 |
Accumulated amortization | (1,042) | (663) |
Total | $ 4,640 | $ 5,019 |
Intangible Assets, net (Narrati
Intangible Assets, net (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | $ 379 | $ 379 | $ 549 | |
Amortization of Intangible Liabilities | $ 0 | $ 0 | $ 23 | |
Ritz-Carlton Sarasota, Florida | Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Expected life | 15 years | |||
ASU 2016-02 | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Derecognized intangible assets | $ 22,300 |
Intangible Assets, net (Sched_2
Intangible Assets, net (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible Assets, net | ||
2021 | $ 379 | |
2022 | 379 | |
2023 | 379 | |
2024 | 379 | |
2025 | 379 | |
Thereafter | 2,745 | |
Total | $ 4,640 | $ 5,019 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue | Generated Excess of 10% of Total | Four Hotel Properties | |
Concentration Risk [Line Items] | |
Concentration risk | 59.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Mar. 03, 2021 | Feb. 22, 2021 | Feb. 04, 2021 |
Mortgages | |||
Subsequent Event [Line Items] | |||
Cash utilized from FF&E reserves | $ 9.3 | ||
Private Placement | |||
Subsequent Event [Line Items] | |||
Shares authorized (in shares) | 7,780,786 | ||
Shares sold (in shares) | 1,200,000 | ||
Aggregate offering price (up to) | $ 6.4 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 1,067,229 | |||
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 | 257,390 | |||
Gross Carrying Amount At Close of Period, Land | 455,298 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 1,329,551 | |||
Gross Carrying Amount At Close of Period, Total | 1,784,849 | $ 1,791,174 | $ 1,562,806 | $ 1,403,110 |
Accumulated Depreciation | $ 360,259 | $ 309,752 | $ 262,905 | $ 257,268 |
Building | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 39 years | |||
Building Improvements | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 7 years 6 months | |||
Minimum | Furniture and Fixtures | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 1 year 6 months | |||
Maximum | Furniture and Fixtures | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 5 years | |||
Washington DC Hilton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 108,223 | |||
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 | 36,991 | |||
Gross Carrying Amount At Close of Period, Land | 45,721 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 143,236 | |||
Gross Carrying Amount At Close of Period, Total | 188,957 | |||
Accumulated Depreciation | 60,571 | |||
La Jolla, CA Hilton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 89,006 | |||
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 | 9,856 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 124,470 | |||
Gross Carrying Amount At Close of Period, Total | 124,470 | |||
Accumulated Depreciation | 48,938 | |||
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 | 6,241 | |||
Gross Carrying Amount At Close of Period, Land | 31,888 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 118,417 | |||
Gross Carrying Amount At Close of Period, Total | 150,305 | |||
Accumulated Depreciation | 43,057 | |||
Philadelphia, 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 | 38,562 | |||
Gross Carrying Amount At Close of Period, Land | 9,814 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 132,591 | |||
Gross Carrying Amount At Close of Period, Total | 142,405 | |||
Accumulated Depreciation | 50,756 | |||
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 | 67,013 | |||
Gross Carrying Amount At Close of Period, Land | 22,653 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 139,744 | |||
Gross Carrying Amount At Close of Period, Total | 162,397 | |||
Accumulated Depreciation | 53,222 | |||
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 | 12,018 | |||
Gross Carrying Amount At Close of Period, Land | 12,631 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 152,387 | |||
Gross Carrying Amount At Close of Period, Total | 165,018 | |||
Accumulated Depreciation | 33,875 | |||
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 | 6,272 | |||
Gross Carrying Amount At Close of Period, Land | 59,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 39,283 | |||
Gross Carrying Amount At Close of Period, Total | 99,014 | |||
Accumulated Depreciation | 10,364 | |||
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 | 3,968 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 68,152 | |||
Gross Carrying Amount At Close of Period, Total | 68,152 | |||
Accumulated Depreciation | 11,507 | |||
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 | (321) | |||
Gross Carrying Amount At Close of Period, Land | 47,849 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 48,246 | |||
Gross Carrying Amount At Close of Period, Total | 96,095 | |||
Accumulated Depreciation | 8,300 | |||
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 | 4,932 | |||
Gross Carrying Amount At Close of Period, Land | 89,117 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 61,315 | |||
Gross Carrying Amount At Close of Period, Total | 150,432 | |||
Accumulated Depreciation | 9,916 | |||
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 | (5,340) | |||
Gross Carrying Amount At Close of Period, Land | 83,630 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 94,442 | |||
Gross Carrying Amount At Close of Period, Total | 178,072 | |||
Accumulated Depreciation | 14,258 | |||
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 | 76,466 | |||
Gross Carrying Amount At Close of Period, Land | 25,533 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 114,933 | |||
Gross Carrying Amount At Close of Period, Total | 140,466 | |||
Accumulated Depreciation | 10,250 | |||
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 | 732 | |||
Gross Carrying Amount At Close of Period, Land | 26,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 92,335 | |||
Gross Carrying Amount At Close of Period, Total | 119,066 | |||
Accumulated Depreciation | $ 5,245 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation (Roll Forward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Investment in real estate: | |||
Beginning balance | $ 1,791,174 | $ 1,562,806 | $ 1,403,110 |
Additions | 16,067 | 262,541 | 267,224 |
Write-offs | (22,392) | (14,445) | (22,134) |
Impairment | 0 | (476) | (5,885) |
Sales/disposals | 0 | (19,252) | (79,509) |
Ending balance | 1,784,849 | 1,791,174 | 1,562,806 |
Accumulated depreciation: | |||
Beginning balance | 309,752 | 262,905 | 257,268 |
Depreciation expense | 72,899 | 69,195 | 56,884 |
Impairment | 0 | (105) | (3,570) |
Write-offs | (22,392) | (14,445) | (22,134) |
Sales/disposals | 0 | (7,798) | (25,543) |
Ending balance | 360,259 | 309,752 | 262,905 |
Investment in real estate, net | $ 1,424,590 | $ 1,481,422 | $ 1,299,901 |