Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 1200 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,993,893 | |
Entity Central Index Key | 0001574085 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | BHR | |
Security Exchange Name | NYSE | |
Preferred Stock, Series B | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series B | |
Trading Symbol | BHR-PB | |
Security Exchange Name | NYSE | |
Preferred Stock, Series D | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series D | |
Trading Symbol | BHR-PD | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Investments in hotel properties, gross | $ 2,360,842 | $ 2,325,093 |
Accumulated depreciation | (470,484) | (440,492) |
Investments in hotel properties, net | 1,890,358 | 1,884,601 |
Cash and cash equivalents | 128,025 | 261,541 |
Restricted cash | 63,439 | 54,155 |
Accounts receivable, net of allowance of $200 and $339, respectively | 32,864 | 51,448 |
Inventories | 5,119 | 5,238 |
Prepaid expenses | 18,172 | 7,044 |
Deferred costs, net | 75 | 0 |
Investment in unconsolidated entity | 1,699 | 1,689 |
Derivative assets | 6,308 | 6,482 |
Operating lease right-of-use assets | 78,917 | 79,449 |
Other assets | 17,078 | 14,621 |
Intangible assets, net | 3,693 | 3,883 |
Total assets | 2,261,510 | 2,397,714 |
Liabilities: | ||
Indebtedness, net | 1,135,958 | 1,334,130 |
Accounts payable and accrued expenses | 135,096 | 133,978 |
Dividends and distributions payable | 8,917 | 8,184 |
Operating lease liabilities | 60,538 | 60,692 |
Other liabilities | 22,508 | 22,343 |
Derivative liabilities | 165 | 284 |
Total liabilities | 1,369,319 | 1,571,712 |
Commitments and contingencies (note 15) | ||
Redeemable noncontrolling interests in operating partnership | 35,174 | 40,555 |
Preferred stock, $0.01 par value, 80,000,000 shares authorized: | ||
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at June 30, 2023 and December 31, 2022 | 16 | 16 |
Common stock, $0.01 par value, 250,000,000 shares authorized, 65,993,893 and 69,919,065 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 659 | 699 |
Additional paid-in capital | 716,987 | 734,134 |
Accumulated deficit | (341,210) | (324,740) |
Total stockholders’ equity of the Company | 376,452 | 410,109 |
Noncontrolling interest in consolidated entities | (12,669) | (16,346) |
Total equity | 363,783 | 393,763 |
Total liabilities and equity | 2,261,510 | 2,397,714 |
Related Party | ||
ASSETS | ||
Due from related parties and nonrelated parties | 333 | 938 |
Liabilities: | ||
Due to related parties and nonrelated parties | 4,558 | 10,005 |
Nonrelated Party | ||
ASSETS | ||
Due from related parties and nonrelated parties | 15,430 | 26,625 |
Liabilities: | ||
Due to related parties and nonrelated parties | 1,579 | 2,096 |
Series B Preferred Stock | ||
Liabilities: | ||
Series preferred stock | 65,426 | 65,426 |
Series E Preferred Stock | ||
Liabilities: | ||
Series preferred stock | 379,403 | 291,076 |
Series M Preferred Stock | ||
Liabilities: | ||
Series preferred stock | $ 48,405 | $ 35,182 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
ASSETS | |||
Allowance for doubtful notes receivable | $ 200 | $ 200 | $ 339 |
Preferred stock, $0.01 par value, 80,000,000 shares authorized: | |||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 65,993,893 | 65,993,893 | 69,919,065 |
Common stock, shares outstanding (in shares) | 65,993,893 | 65,993,893 | 69,919,065 |
Series B Preferred Stock | |||
Liabilities [Abstract] | |||
Temporary equity, dividend rate (as a percent) | 5.50% | 5.50% | 5.50% |
Temporary equity, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Temporary equity, shares issued (in shares) | 3,078,017 | 3,078,017 | 3,078,017 |
Temporary equity, shares outstanding (in shares) | 3,078,017 | 3,078,017 | 3,078,017 |
Series E Preferred Stock | |||
Liabilities [Abstract] | |||
Temporary equity, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Temporary equity, shares issued (in shares) | 16,485,987 | 16,485,987 | 12,656,529 |
Temporary equity, shares outstanding (in shares) | 16,485,987 | 16,485,987 | 12,656,529 |
Series M Preferred Stock | |||
Liabilities [Abstract] | |||
Temporary equity, dividend rate (as a percent) | 0.00082% | ||
Temporary equity, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Temporary equity, shares issued (in shares) | 1,959,622 | 1,959,622 | 1,428,332 |
Temporary equity, shares outstanding (in shares) | 1,959,622 | 1,959,622 | 1,428,332 |
Series D Preferred Stock | |||
Preferred stock, $0.01 par value, 80,000,000 shares authorized: | |||
Preferred stock dividend rate (as a percent) | 8.25% | 8.25% | 8.25% |
Preferred stock, shares issued (in shares) | 1,600,000 | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding (in shares) | 1,600,000 | 1,600,000 | 1,600,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUE | ||||
Total revenue | $ 186,707 | $ 174,894 | $ 402,008 | $ 336,774 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 125,247 | 113,653 | 261,344 | 212,220 |
Property taxes, insurance and other | 9,396 | 5,277 | 17,512 | 13,880 |
Depreciation and amortization | 22,567 | 19,571 | 45,088 | 38,012 |
Advisory services fee | 8,215 | 6,305 | 16,163 | 13,627 |
Gain on legal settlements | 0 | (114) | 0 | (114) |
Corporate general and administrative | 3,896 | 3,438 | 6,716 | 5,933 |
Total operating expenses | 169,321 | 148,130 | 346,823 | 283,558 |
OPERATING INCOME (LOSS) | 17,386 | 26,764 | 55,185 | 53,216 |
Equity in earnings (loss) of unconsolidated entity | (75) | (148) | (146) | |
Interest income | 2,295 | 162 | 4,403 | 187 |
Interest expense and amortization of discounts and loan costs | (23,600) | (10,281) | (46,473) | (18,803) |
Write-off of loan costs and exit fees | (248) | (22) | (260) | (98) |
Gain (loss) on extinguishment of debt | 0 | 0 | 2,318 | 0 |
Realized and unrealized gain (loss) on derivatives | 1,029 | 1,208 | 695 | 1,616 |
INCOME (LOSS) BEFORE INCOME TAXES | (3,213) | 17,757 | 15,720 | 35,972 |
Income tax (expense) benefit | 75 | (1,077) | (2,254) | (3,688) |
NET INCOME (LOSS) | (3,138) | 16,680 | 13,466 | 32,284 |
(Income) loss attributable to noncontrolling interest in consolidated entities | 367 | (1,468) | 58 | (1,442) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 925 | (846) | 664 | (1,813) |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (1,846) | 14,366 | 14,188 | 29,029 |
Preferred dividends | (10,877) | (4,064) | (21,227) | (7,367) |
Deemed dividends on preferred stock | (301) | 0 | (2,755) | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (13,024) | $ 10,302 | $ (9,794) | $ 21,662 |
INCOME (LOSS) PER SHARE - BASIC: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.20) | $ 0.14 | $ (0.14) | $ 0.31 |
Weighted average common shares outstanding – basic (in shares) | 65,806 | 70,740 | 68,378 | 68,325 |
INCOME (LOSS) PER SHARE - DILUTED: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.20) | $ 0.12 | $ (0.14) | $ 0.27 |
Weighted average common shares outstanding – diluted (in shares) | 65,806 | 107,669 | 68,378 | 98,798 |
Total hotel revenue | ||||
REVENUE | ||||
Total revenue | $ 186,707 | $ 174,894 | $ 402,008 | $ 336,774 |
Rooms | ||||
REVENUE | ||||
Total revenue | 117,137 | 112,527 | 254,664 | 217,719 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 26,705 | 24,134 | 54,063 | 44,318 |
Food and beverage | ||||
REVENUE | ||||
Total revenue | 47,776 | 42,269 | 100,004 | 78,976 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 36,365 | 31,894 | 76,104 | 59,922 |
Other hotel | ||||
REVENUE | ||||
Total revenue | 21,794 | 20,098 | 47,340 | 40,079 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 56,297 | 52,087 | 118,592 | 98,294 |
Management fees | ||||
Hotel operating expenses: | ||||
Total hotel operating expenses | $ 5,880 | $ 5,538 | $ 12,585 | $ 9,686 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ (3,138) | $ 16,680 | $ 13,466 | $ 32,284 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | (3,138) | 16,680 | 13,466 | 32,284 |
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 367 | (1,468) | 58 | (1,442) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 925 | (846) | 664 | (1,813) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (1,846) | $ 14,366 | $ 14,188 | $ 29,029 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Impact of adoption of new accounting standard | Series D Preferred Stock | Series B Preferred Stock | Series E Preferred Stock | Series M Preferred Stock | Preferred Stock Series D Preferred Stock | Preferred Stock Series B Preferred Stock | Preferred Stock Series E Preferred Stock | Preferred Stock Series M Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Impact of adoption of new accounting standard | Accumulated Deficit | Accumulated Deficit Impact of adoption of new accounting standard | Accumulated Deficit Series D Preferred Stock | Accumulated Deficit Series B Preferred Stock | Accumulated Deficit Series E Preferred Stock | Accumulated Deficit Series M Preferred Stock | Noncontrolling Interest in Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2021 | 1,600,000 | 65,365,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 382,298,000 | $ (5,601,000) | $ 16,000 | $ 653,000 | $ 707,418,000 | $ (6,257,000) | $ (309,240,000) | $ 656,000 | $ (16,549,000) | $ 36,087,000 | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 1,600,000 | 71,270,000 | |||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 417,905,000 | $ 16,000 | $ 712,000 | 736,911,000 | (303,323,000) | (16,411,000) | 42,291,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | ||||||||||||||||||||
Units outstanding at beginning of year (in shares) at Dec. 31, 2021 | 3,078,000 | 1,710,000 | 29,000 | ||||||||||||||||||
Beginning balance, temporary equity at Dec. 31, 2021 | $ 65,426,000 | $ 39,339,000 | $ 715,000 | ||||||||||||||||||
Ending balance, temporary equity at Mar. 31, 2022 | $ 65,426,000 | $ 73,404,000 | $ 1,538,000 | ||||||||||||||||||
Units outstanding at end of year (in shares) at Mar. 31, 2022 | 3,078,000 | 3,191,000 | 62,000 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,600,000 | 65,365,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 382,298,000 | (5,601,000) | $ 16,000 | $ 653,000 | 707,418,000 | (6,257,000) | (309,240,000) | 656,000 | (16,549,000) | 36,087,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Purchase of common stock (in shares) | (93,000) | ||||||||||||||||||||
Purchase of common stock | (547,000) | $ (1,000) | (546,000) | ||||||||||||||||||
Equity-based compensation | 2,784,000 | 2,784,000 | |||||||||||||||||||
Issuance of restricted shares/units (in shares) | 45,000 | ||||||||||||||||||||
Equity-based compensation, redeemable noncontrolling interests | 2,766,000 | ||||||||||||||||||||
Issuance of common stock (in shares) | 6,000,000 | ||||||||||||||||||||
Issuance of common stock | 35,041,000 | $ 60,000 | 34,981,000 | ||||||||||||||||||
Common stock issuance costs | (27,000) | (27,000) | |||||||||||||||||||
Forfeiture of restricted common shares (in shares) | (7,000) | ||||||||||||||||||||
Dividends declared - common stock | (1,440,000) | (1,440,000) | |||||||||||||||||||
Dividends declared - preferred stock | $ (1,650,000) | $ (2,116,000) | $ (3,452,000) | $ (149,000) | $ (1,650,000) | $ (2,116,000) | $ (3,452,000) | $ (149,000) | |||||||||||||
Contributions from noncontrolling interests | 164,000 | 164,000 | 1,813,000 | ||||||||||||||||||
Distributions to noncontrolling interests | (167,000) | ||||||||||||||||||||
Net income (loss) | 30,471,000 | 29,029,000 | 1,442,000 | ||||||||||||||||||
Redemption value adjustment – preferred stock | (2,153,000) | (2,153,000) | |||||||||||||||||||
Redemption value adjustment – preferred stock | $ 1,923,000 | $ 230,000 | |||||||||||||||||||
Redemption value adjustment | 208,000 | 208,000 | (208,000) | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,600,000 | 71,310,000 | |||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 433,831,000 | $ 16,000 | $ 712,000 | 738,353,000 | (290,307,000) | (14,943,000) | 40,291,000 | ||||||||||||||
Units outstanding at beginning of year (in shares) at Dec. 31, 2021 | 3,078,000 | 1,710,000 | 29,000 | ||||||||||||||||||
Beginning balance, temporary equity at Dec. 31, 2021 | $ 65,426,000 | $ 39,339,000 | $ 715,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Units issued (in shares) | 2,789,000 | 367,000 | 2,800,000 | 367,000 | |||||||||||||||||
Issuance of preferred stock | $ 62,485,000 | $ 8,805,000 | |||||||||||||||||||
Redemptions of preferred stock | $ (50,000) | $ 0 | $ (50,000) | ||||||||||||||||||
Redemption of preferred stock (in shares) | (2,000) | 0 | (2,000) | ||||||||||||||||||
Ending balance, temporary equity at Jun. 30, 2022 | $ 65,426,000 | $ 103,697,000 | $ 9,750,000 | ||||||||||||||||||
Units outstanding at end of year (in shares) at Jun. 30, 2022 | 3,078,000 | 4,508,000 | 396,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Dividends declared per common share (in dollars per share) | $ 0.02 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,600,000 | 65,365,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 382,298,000 | $ (5,601,000) | $ 16,000 | $ 653,000 | 707,418,000 | $ (6,257,000) | (309,240,000) | $ 656,000 | (16,549,000) | 36,087,000 | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 1,600,000 | 69,919,000 | |||||||||||||||||||
Ending balance at Dec. 31, 2022 | 393,763,000 | $ 16,000 | $ 699,000 | 734,134,000 | (324,740,000) | (16,346,000) | 40,555,000 | ||||||||||||||
Units outstanding at beginning of year (in shares) at Dec. 31, 2021 | 3,078,000 | 1,710,000 | 29,000 | ||||||||||||||||||
Beginning balance, temporary equity at Dec. 31, 2021 | $ 65,426,000 | $ 39,339,000 | $ 715,000 | ||||||||||||||||||
Ending balance, temporary equity at Dec. 31, 2022 | $ 65,426,000 | $ 291,076,000 | $ 35,182,000 | $ 65,426,000 | $ 291,076,000 | $ 35,182,000 | |||||||||||||||
Units outstanding at end of year (in shares) at Dec. 31, 2022 | 3,078,017 | 12,656,529 | 1,428,332 | 3,078,000 | 12,657,000 | 1,428,000 | |||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 1,600,000 | 71,270,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 417,905,000 | $ 16,000 | $ 712,000 | 736,911,000 | (303,323,000) | (16,411,000) | 42,291,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Purchase of common stock | 5,000 | 5,000 | |||||||||||||||||||
Equity-based compensation | 1,464,000 | 1,464,000 | 1,832,000 | ||||||||||||||||||
Issuance of restricted shares/units (in shares) | 45,000 | ||||||||||||||||||||
Common stock issuance costs | (27,000) | (27,000) | |||||||||||||||||||
Forfeiture of restricted common shares (in shares) | (5,000) | ||||||||||||||||||||
Dividends declared - common stock | (720,000) | (720,000) | |||||||||||||||||||
Dividends declared - preferred stock | (825,000) | $ (1,058,000) | $ (2,053,000) | $ (128,000) | (825,000) | (1,058,000) | (2,053,000) | (128,000) | |||||||||||||
Distributions to noncontrolling interests | (84,000) | ||||||||||||||||||||
Net income (loss) | 15,834,000 | 14,366,000 | 1,468,000 | 846,000 | |||||||||||||||||
Redemption value adjustment – preferred stock | (1,160,000) | (1,160,000) | |||||||||||||||||||
Redemption value adjustment – preferred stock | $ 951,000 | $ 209,000 | |||||||||||||||||||
Redemption value adjustment | 4,594,000 | 4,594,000 | (4,594,000) | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,600,000 | 71,310,000 | |||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 433,831,000 | $ 16,000 | $ 712,000 | 738,353,000 | (290,307,000) | (14,943,000) | 40,291,000 | ||||||||||||||
Units outstanding at beginning of year (in shares) at Mar. 31, 2022 | 3,078,000 | 3,191,000 | 62,000 | ||||||||||||||||||
Beginning balance, temporary equity at Mar. 31, 2022 | $ 65,426,000 | $ 73,404,000 | $ 1,538,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Units issued (in shares) | 1,312,000 | 334,000 | 1,319,000 | 334,000 | |||||||||||||||||
Issuance of preferred stock | $ 29,392,000 | $ 8,003,000 | |||||||||||||||||||
Redemptions of preferred stock | $ (50,000) | $ 0 | $ (50,000) | ||||||||||||||||||
Redemption of preferred stock (in shares) | (2,000) | 0 | (2,000) | ||||||||||||||||||
Ending balance, temporary equity at Jun. 30, 2022 | $ 65,426,000 | $ 103,697,000 | $ 9,750,000 | ||||||||||||||||||
Units outstanding at end of year (in shares) at Jun. 30, 2022 | 3,078,000 | 4,508,000 | 396,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Dividends declared per common share (in dollars per share) | $ 0.01 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 1,600,000 | 69,919,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 393,763,000 | $ 16,000 | $ 699,000 | 734,134,000 | (324,740,000) | (16,346,000) | 40,555,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Purchase of common stock (in shares) | (3,969,000) | ||||||||||||||||||||
Purchase of common stock | (19,254,000) | $ (40,000) | (19,214,000) | ||||||||||||||||||
Equity-based compensation | 2,067,000 | 2,067,000 | |||||||||||||||||||
Issuance of restricted shares/units (in shares) | 45,000 | ||||||||||||||||||||
Equity-based compensation, redeemable noncontrolling interests | 3,160,000 | ||||||||||||||||||||
Forfeiture of restricted common shares (in shares) | (1,000) | ||||||||||||||||||||
Dividends declared - common stock | (6,669,000) | (6,669,000) | |||||||||||||||||||
Dividends declared - preferred stock | (1,650,000) | $ (2,116,000) | $ (15,520,000) | $ (1,941,000) | (1,650,000) | (2,116,000) | (15,520,000) | (1,941,000) | |||||||||||||
Contributions from noncontrolling interests | 4,050,000 | 4,050,000 | |||||||||||||||||||
Distributions to noncontrolling interests | (315,000) | (315,000) | (722,000) | ||||||||||||||||||
Redemption/conversion of operating partnership units | (7,162,000) | ||||||||||||||||||||
Net income (loss) | 14,130,000 | 14,188,000 | (58,000) | (664,000) | |||||||||||||||||
Redemption value adjustment – preferred stock | (2,755,000) | (2,755,000) | |||||||||||||||||||
Redemption value adjustment – preferred stock | $ 2,372,000 | $ 383,000 | |||||||||||||||||||
Redemption value adjustment | (7,000) | (7,000) | 7,000 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,600,000 | 65,994,000 | |||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 363,783,000 | $ 16,000 | $ 659,000 | 716,987,000 | (341,210,000) | (12,669,000) | 35,174,000 | ||||||||||||||
Units outstanding at beginning of year (in shares) at Dec. 31, 2022 | 3,078,017 | 12,656,529 | 1,428,332 | 3,078,000 | 12,657,000 | 1,428,000 | |||||||||||||||
Beginning balance, temporary equity at Dec. 31, 2022 | $ 65,426,000 | $ 291,076,000 | $ 35,182,000 | $ 65,426,000 | $ 291,076,000 | $ 35,182,000 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Units issued (in shares) | 3,798,000 | 531,000 | 3,860,000 | 537,000 | |||||||||||||||||
Issuance of preferred stock | $ 86,744,000 | $ 12,955,000 | |||||||||||||||||||
Redemptions of preferred stock | $ (789,000) | $ (115,000) | $ (789,000) | $ (115,000) | |||||||||||||||||
Redemption of preferred stock (in shares) | (32,000) | (5,000) | (32,000) | (5,000) | |||||||||||||||||
Ending balance, temporary equity at Jun. 30, 2023 | $ 65,426,000 | $ 379,403,000 | $ 48,405,000 | $ 65,426,000 | $ 379,403,000 | $ 48,405,000 | |||||||||||||||
Units outstanding at end of year (in shares) at Jun. 30, 2023 | 3,078,017 | 16,485,987 | 1,959,622 | 3,078,000 | 16,485,000 | 1,960,000 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Dividends declared per common share (in dollars per share) | $ 0.10 | ||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 1,600,000 | 65,950,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2023 | $ 377,551,000 | $ 16,000 | $ 659,000 | 715,729,000 | (324,840,000) | (14,013,000) | 34,820,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Purchase of common stock (in shares) | (1,000) | ||||||||||||||||||||
Purchase of common stock | (4,000) | $ 0 | (4,000) | ||||||||||||||||||
Equity-based compensation | 1,262,000 | 1,262,000 | 1,752,000 | ||||||||||||||||||
Issuance of restricted shares/units (in shares) | 45,000 | ||||||||||||||||||||
Dividends declared - common stock | (3,335,000) | (3,335,000) | |||||||||||||||||||
Dividends declared - preferred stock | $ (825,000) | $ (1,058,000) | $ (7,986,000) | $ (1,008,000) | $ (825,000) | $ (1,058,000) | $ (7,986,000) | $ (1,008,000) | |||||||||||||
Contributions from noncontrolling interests | 2,026,000 | 2,026,000 | |||||||||||||||||||
Distributions to noncontrolling interests | (315,000) | (315,000) | (361,000) | ||||||||||||||||||
Redemption/conversion of operating partnership units | (123,000) | ||||||||||||||||||||
Net income (loss) | (2,213,000) | (1,846,000) | (367,000) | (925,000) | |||||||||||||||||
Redemption value adjustment – preferred stock | (301,000) | (301,000) | |||||||||||||||||||
Redemption value adjustment – preferred stock | $ 176,000 | $ 125,000 | |||||||||||||||||||
Redemption value adjustment | (11,000) | (11,000) | 11,000 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,600,000 | 65,994,000 | |||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 363,783,000 | $ 16,000 | $ 659,000 | $ 716,987,000 | $ (341,210,000) | $ (12,669,000) | $ 35,174,000 | ||||||||||||||
Units outstanding at beginning of year (in shares) at Mar. 31, 2023 | 3,078,000 | 16,474,000 | 1,960,000 | ||||||||||||||||||
Beginning balance, temporary equity at Mar. 31, 2023 | $ 65,426,000 | $ 378,906,000 | $ 48,294,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Units issued (in shares) | 0 | 0 | 32,000 | 4,000 | |||||||||||||||||
Issuance of preferred stock | $ 828,000 | $ 76,000 | |||||||||||||||||||
Redemptions of preferred stock | $ (507,000) | $ (90,000) | $ (507,000) | $ (90,000) | |||||||||||||||||
Redemption of preferred stock (in shares) | (21,000) | (4,000) | (21,000) | (4,000) | |||||||||||||||||
Ending balance, temporary equity at Jun. 30, 2023 | $ 65,426,000 | $ 379,403,000 | $ 48,405,000 | $ 65,426,000 | $ 379,403,000 | $ 48,405,000 | |||||||||||||||
Units outstanding at end of year (in shares) at Jun. 30, 2023 | 3,078,017 | 16,485,987 | 1,959,622 | 3,078,000 | 16,485,000 | 1,960,000 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Dividends declared per common share (in dollars per share) | $ 0.05 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Dividends declared per common share (in dollars per share) | $ 0.05 | $ 0.01 | $ 0.10 | $ 0.02 |
Series B Preferred Stock | ||||
Temporary equity, dividend rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% |
Dividends declared per preferred share (in dollars per share) | $ 0.34 | $ 0.34 | $ 0.69 | $ 0.69 |
Series D Preferred Stock | ||||
Preferred stock dividend rate (as a percent) | 8.25% | 8.25% | 8.25% | 8.25% |
Dividends declared per preferred share (in dollars per share) | $ 0.52 | $ 0.52 | $ 1.03 | $ 1.03 |
Series E Preferred Stock | ||||
Dividends declared per preferred share (in dollars per share) | 0.50 | 0.50 | $ 1 | 1 |
Series M Preferred Stock | ||||
Temporary equity, dividend rate (as a percent) | 0.00082% | |||
Dividends declared per preferred share (in dollars per share) | $ 0.52 | $ 0.51 | $ 1.03 | $ 1.02 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 13,466 | $ 32,284 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 45,088 | 38,012 |
Equity-based compensation | 5,227 | 5,550 |
Bad debt expense | 327 | 560 |
(Gain) loss on extinguishment of debt | (2,318) | 0 |
Amortization of loan costs, discounts and capitalized default interest | 868 | (246) |
Write-off of loan costs and exit fees | 260 | 98 |
Amortization of intangibles | 237 | 237 |
Amortization of non-refundable membership initiation fees | (839) | (710) |
Interest expense accretion on refundable membership club deposits | 342 | 368 |
Realized and unrealized (gain) loss on derivatives | (695) | (1,616) |
Equity in (earnings) loss of unconsolidated entity | 148 | 146 |
Deferred income tax expense (benefit) | 127 | 0 |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions: | ||
Accounts receivable and inventories | 18,215 | (5,069) |
Prepaid expenses and other assets | (13,448) | (1,464) |
Accounts payable and accrued expenses | (9,664) | (202) |
Operating lease right-of-use assets | 295 | 296 |
Due to/from related parties, net | 605 | 702 |
Due to/from third-party hotel managers | 10,678 | 9,018 |
Operating lease liabilities | (154) | (147) |
Other liabilities | 662 | 898 |
Net cash provided by (used in) operating activities | 61,963 | 79,837 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from property insurance | 327 | 36 |
Payments for initial franchise fee | (75) | 0 |
Acquisition of hotel properties, net of cash and restricted cash acquired | 0 | (86,798) |
Investment in unconsolidated entity | (158) | (164) |
Improvements and additions to hotel properties | (36,199) | (19,910) |
Net cash provided by (used in) investing activities | (36,105) | (106,836) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on indebtedness | 0 | 70,500 |
Repayments of indebtedness | (196,355) | (68,000) |
Payments of loan costs and exit fees | (790) | (1,728) |
Payments for derivatives | (3,400) | (1,145) |
Proceeds from derivatives | 4,010 | 0 |
Purchase of common stock | (19,306) | (547) |
Payments for dividends and distributions | (26,139) | (7,334) |
Net proceeds from issuance of preferred stock | 97,930 | 71,016 |
Common stock offering costs | 0 | (102) |
Contributions from noncontrolling interest in consolidated entities | 4,050 | 164 |
Redemption of operating partnership units | (7,162) | 0 |
Distributions to noncontrolling interest in consolidated entities | (2,024) | 0 |
Redemption of preferred stock | (904) | (50) |
Net cash provided by (used in) financing activities | (150,090) | 62,774 |
Net change in cash, cash equivalents and restricted cash | (124,232) | 35,775 |
Cash, cash equivalents and restricted cash at beginning of period | 315,696 | 263,374 |
Cash, cash equivalents and restricted cash at end of period | 191,464 | 299,149 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest paid | 53,297 | 17,036 |
Income taxes paid (refunded) | 2,920 | (991) |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Dividends and distributions declared but not paid | 8,917 | 3,535 |
Assumption of debt in hotel acquisition | 0 | 58,601 |
Capital expenditures accrued but not paid | 21,011 | 5,363 |
Issuance of common stock for hotel acquisition | 0 | 35,040 |
Accrued preferred stock offering expenses | 0 | 105 |
Dividends and distributions payable | 8,917 | |
Unsettled proceeds from derivatives | 470 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 128,025 | 251,032 |
Restricted cash | 63,439 | 48,117 |
Cash, cash equivalents and restricted cash | 191,464 | 299,149 |
Ashford Inc. | ||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions: | ||
Due to/from Ashford Inc. | (7,464) | 1,122 |
Non-cash preferred stock dividends | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Dividends and distributions payable | $ 1,747 | $ 278 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
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 STR, LLC. 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”). Terms such as the “Company,” “we,” “us” or “our” refer to Braemar Hotels & Resorts Inc. and, as the context may require, all entities included in its condensed 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 Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages four of our 16 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, design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory and brokerage services, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and mobile key technology. The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of June 30, 2023, own 16 hotel properties in seven states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands (“USVI”). The portfolio includes 14 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 4,192 total rooms, or 3,957 net rooms, excluding those attributable to our partner. As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels. As of June 30, 2023, 15 of our 16 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 condensed consolidated statements of operations. As of June 30, 2023, 13 of the 16 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, LLC (“Marriott”), Hilton Management LLC (“Hilton”), Accor Management US Inc. (“Accor”), Four Seasons Hotels Limited (“Four Seasons”), Hyatt Corporation (“Hyatt”), The Ritz-Carlton Hotel Company, L.L.C. and its affiliates, each of which is also an affiliate of Marriott (“Ritz-Carlton”), and Remington Hospitality, which are eligible independent contractors under the Code. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed 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 intercompany accounts and transactions between consolidated entities have been eliminated in these condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023. 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, its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical condensed consolidated financial statements: • Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023; • On March 11, 2022, we acquired The Ritz-Carlton Reserve Dorado Beach hotel located in Dorado, Puerto Rico. The operating results of the hotel property have been included in the results of operations from its acquisition date; and • On December 1, 2022, we acquired the Four Seasons Resort Scottsdale at Troon North located in Scottsdale, Arizona. The operating results of the hotel property have been included in the results of operations from its acquisition date. Use of Estimates —The preparation of these condensed 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. Recently Adopted Accounting Standards —In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848 ) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01 , Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe following tables present our revenue disaggregated by geographical areas (dollars in thousands): Three Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 31,004 $ 10,630 $ 5,066 $ 46,700 Puerto Rico 1 12,870 5,060 3,087 21,017 Arizona 1 7,924 5,268 2,043 15,235 Colorado 1 1,866 1,811 1,689 5,366 Florida 2 15,290 8,630 5,665 29,585 Illinois 1 7,738 1,947 412 10,097 Pennsylvania 1 7,643 1,650 349 9,642 Washington 1 8,193 1,337 411 9,941 Washington, D.C. 1 11,433 5,721 426 17,580 USVI 1 13,176 5,722 2,646 21,544 Total 16 $ 117,137 $ 47,776 $ 21,794 $ 186,707 Three Months Ended June 30, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 34,313 $ 11,560 $ 4,226 $ 50,099 Puerto Rico 1 11,927 4,700 2,908 19,535 Colorado 1 2,306 2,713 1,633 6,652 Florida 2 19,631 9,742 6,589 35,962 Illinois 1 7,542 2,209 411 10,162 Pennsylvania 1 6,158 1,120 309 7,587 Washington 1 5,587 887 316 6,790 Washington, D.C. 1 9,719 3,403 572 13,694 USVI 1 15,344 5,935 3,134 24,413 Total 15 $ 112,527 $ 42,269 $ 20,098 $ 174,894 Six Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 65,570 $ 21,940 $ 10,756 $ 98,266 Puerto Rico 1 28,300 9,935 6,224 44,459 Arizona 1 22,081 11,786 4,659 38,526 Colorado 1 16,207 8,172 4,672 29,051 Florida 2 36,939 19,129 12,336 68,404 Illinois 1 11,304 2,930 767 15,001 Pennsylvania 1 12,163 2,646 631 15,440 Washington 1 12,414 2,037 823 15,274 Washington, D.C. 1 20,210 11,209 859 32,278 USVI 1 29,476 10,220 5,613 45,309 Total 16 $ 254,664 $ 100,004 $ 47,340 $ 402,008 Six Months Ended June 30, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 65,284 $ 22,429 $ 9,169 $ 96,882 Puerto Rico 1 17,403 5,832 3,796 27,031 Colorado 1 14,483 8,846 4,764 28,093 Florida 2 44,714 19,264 13,632 77,610 Illinois 1 10,301 3,006 740 14,047 Pennsylvania 1 9,233 1,626 520 11,379 Washington 1 8,175 1,298 625 10,098 Washington, D.C. 1 13,600 5,733 992 20,325 USVI 1 34,526 10,942 5,841 51,309 Total 15 $ 217,719 $ 78,976 $ 40,079 $ 336,774 |
Investments in Hotel Properties
Investments in Hotel Properties, net | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 December 31, 2022 Land $ 630,842 $ 630,489 Buildings and improvements 1,520,184 1,511,949 Furniture, fixtures and equipment 157,626 147,019 Construction in progress 39,444 22,890 Residences 12,746 12,746 Total cost 2,360,842 2,325,093 Accumulated depreciation (470,484) (440,492) Investments in hotel properties, net $ 1,890,358 $ 1,884,601 Impairment Charges During the three and six months ended June 30, 2023 and 2022, no impairment charges were recorded. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity OpenKey, Inc. (“OpenKey”), which is controlled and consolidated by Ashford Inc., is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. As of June 30, 2023, the Company has made equity investments in OpenKey totaling $2.9 million. All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. Our investment is recorded as “investment in unconsolidated entity” in our condensed consolidated balance sheets and is accounted for under the equity method of accounting as we have significant influence over the entity under the applicable accounting guidance. We review our investment in OpenKey for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the three and six months ended June 30, 2023 and 2022. The following table summarizes our carrying value and ownership interest in OpenKey: June 30, 2023 December 31, 2022 Carrying value of the investment in OpenKey (in thousands) $ 1,535 $ 1,689 Ownership interest in OpenKey 7.9 % 7.9 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2022 2023 2022 Equity in earnings (loss) of unconsolidated entity $ (80) $ (74) $ (154) $ (146) On February 2, 2023, the Company entered into a loan funding agreement with Ashford Inc. and OpenKey. Per the agreement, Ashford Inc. and the Company will provide OpenKey with a maximum loan amount of $5.0 million to be allocated on a pro-rata basis based on current ownership interests and funded quarterly, over the course of 2023. The loan bears interest at an annual rate of 15%. Additionally, repayment of the loan principal and all accrued interest is due upon certain events. On June 9, 2023, the Company funded approximately $59,000. As of June 30, 2023, the Company has funded approximately $158,000. The following table summarizes our note receivable from OpenKey (in thousands): Line Item June 30, 2023 December 31, 2022 Investment in unconsolidated entity $ 164 $ — The following table summarizes the interest income associated with the loan to OpenKey (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2023 Equity in earnings (loss) of unconsolidated entity $ 5 $ 6 |
Indebtedness, net
Indebtedness, net | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness, net consisted of the following (dollars in thousands): Indebtedness Collateral Current Maturity Final Maturity (11) Interest Rate June 30, 2023 December 31, 2022 Mortgage loan (3) The Ritz-Carlton Sarasota April 2023 April 2023 LIBOR (1) + 2.65% $ — $ 98,500 Mortgage loan (4) Hotel Yountville May 2023 May 2023 LIBOR (1) + 2.55% — 51,000 Mortgage loan Bardessono Hotel and Spa August 2023 August 2023 SOFR (2) + 2.65% 40,000 40,000 Mortgage loan (5) The Ritz-Carlton St. Thomas August 2023 August 2024 LIBOR (1) + 3.95% 42,500 42,500 Mortgage loan (3) The Ritz-Carlton Sarasota October 2023 April 2024 SOFR (2) + 3.60% 98,000 — Mortgage loan (4) Hotel Yountville November 2023 May 2024 SOFR (2) + 2.65% 51,000 — Mortgage loan The Ritz-Carlton Lake Tahoe January 2024 January 2024 SOFR (2) + 2.20% 54,000 54,000 Mortgage loan Capital Hilton February 2024 February 2024 LIBOR (1) + 1.70% 195,000 195,000 Hilton La Jolla Torrey Pines Mortgage loan (6) Park Hyatt Beaver Creek Resort & Spa February 2024 February 2027 SOFR (2) + 2.86% 70,500 70,500 Mortgage loan (7) The Ritz-Carlton Reserve Dorado Beach March 2024 March 2026 LIBOR (1) + 6.00% — 54,000 Mortgage loan (8) The Notary Hotel June 2024 June 2025 LIBOR (1) + 2.61% 293,180 435,000 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (9) Mr. C Beverly Hills Hotel August 2024 August 2024 LIBOR (1) + 3.60% 30,000 30,000 Mortgage loan Pier House Resort & Spa September 2024 September 2024 SOFR (2) + 1.95% 80,000 80,000 Mortgage loan (10) Four Seasons Resort Scottsdale December 2025 December 2027 SOFR (2) + 3.75% 100,000 100,000 Convertible Senior Notes Equity June 2026 June 2026 4.50% 86,250 86,250 1,140,430 1,336,750 Capitalized default interest and late charges, net 1,046 1,934 Deferred loan costs, net (3,616) (5,054) Premiums/(discounts), net (1,902) 500 Indebtedness, net $ 1,135,958 $ 1,334,130 __________________ (1) LIBOR rates were 5.22% and 4.39% at June 30, 2023 and December 31, 2022, respectively. (2) SOFR rates were 5.14% and 4.36% at June 30, 2023 and December 31, 2022, respectively. (3) On April 4, 2023, we amended this mortgage loan. Terms of the amendment replaced the variable interest rate of LIBOR + 2.65% with SOFR + 2.75%, extended the current maturity date to October 2023, and added one six-month extension option, subject to satisfaction of certain conditions. Effective June 1, 2023, the variable interest rate increased from SOFR + 2.75% to SOFR + 3.60% in accordance with the loan agreement. (4) On April 18, 2023, we amended this mortgage loan. Terms of the amendment replaced the variable interest rate of LIBOR + 2.55% with SOFR + 2.65%, extended the current maturity date to November 2023, and added one six-month extension option, subject to satisfaction of certain conditions. (5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in August 2022. This mortgage loan has a LIBOR floor of 1.00%. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (7) On January 18, 2023, we repaid this mortgage loan. (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the fourth was exercised in June 2023. In accordance with exercising the fourth one-year extension option, we repaid $142.0 million of principal and the variable interest rate increased from LIBOR + 2.16% to LIBOR + 2.61%. (9) This mortgage loan has a LIBOR floor of 1.50%. (10) This mortgage loan has a SOFR floor of 1.00%. (11) The final maturity date assumes all available extension options will be exercised. During the second and third quarters of 2020, we reached forbearance and other agreements with our lenders relating to loans secured by certain of our hotels. 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. As a result of the troubled debt restructurings, all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loans using the effective interest method. The amount of principal that was amortized was approximately $420,000 and $888,000, respectively, for the three and six months ended June 30, 2023. For the three and six months ended June 30, 2022, the amount of principal amortization was $500,000 and $1.0 million, respectively. On January 18, 2023, the Company repaid its $54.0 million mortgage loan secured by The Ritz-Carlton Reserve Dorado Beach, which resulted in a gain on extinguishment of debt of $2.3 million for the six months ended June 30, 2023. The gain was primarily attributable to the premium that was recorded upon the assumption of the mortgage loan when the hotel was acquired. Convertible Senior Notes In May 2021, the Company issued $86.25 million aggregate principal amount of 4.50% Convertible Senior Notes due June 2026 (the “Convertible Senior Notes”). The net proceeds from this offering of the Convertible Senior Notes were approximately $82.8 million after deducting the underwriting fees and other expenses paid by the Company. The Convertible Senior Notes are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The Convertible Senior Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The Convertible Senior Notes will mature on June 1, 2026. For the three and six months ended June 30, 2023, the Company recorded coupon interest expense of $970,000 and $1.9 million, respectively. For the three and six months ended June 30, 2022, the Company recorded coupon interest expense of $970,000 and $1.9 million, respectively. For the three and six months ended June 30, 2023, the Company recorded discount amortization of $146,000 and $290,000, respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026. For the three and six months ended June 30, 2022, the discount amortization was $139,000 and $271,000, respectively. The Convertible Senior Notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company, based on an initial conversion rate of 157.7909 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $6.34 per share of common stock), subject to adjustment of the conversion rate under certain circumstances. In addition, following the occurrence of certain corporate events, if the Company provides notice of redemption or if it exercises its option to convert the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate for a holder that converts its Convertible Senior Notes in connection with such corporate event, such notice of redemption, or such issuer conversion option, as the case may be. The Company may redeem the Convertible Senior Notes at the Company’s option, in whole or in part, on any business day on or after the date of issuance if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed subject to certain adjustments, plus accrued and unpaid interest to, but excluding, the redemption date. Effective June 30, 2023, LIBOR is no longer published. Accordingly all variable interest rate mortgage loans held by the Company that used the LIBOR index transitioned to SOFR beginning on July 1, 2023. Not all lenders will execute loan amendment documents and instead will defer to original loan documents that dictate changes in index rates. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2023 | |
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, which include interest rate caps. All derivatives are recorded at fair value. Payments from counterparties on in-the-money interest rate caps are recognized as realized gains on our consolidated statements of operations. The following table summarizes the interest rate derivatives we entered into over the applicable periods: Six Months Ended June 30, Interest rate caps: (1) 2023 2022 Notional amount (in thousands) $ 496,180 $ 556,500 Strike rate low end of range 3.50 % 3.50 % Strike rate high end of range 5.25 % 4.00 % Effective date range January 2023 - June 2023 February 2022-May 2022 Termination date range October 2023 - June 2024 May 2023- February 2024 Total cost of interest rate caps (in thousands) $ 3,400 $ 1,145 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) June 30, 2023 December 31, 2022 Notional amount (in thousands) $ 816,680 $ 960,500 Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 5.25 % 4.50 % Termination date range August 2023 - January 2025 January 2023- January 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 816,680 $ 959,000 _______________ (1) No instruments were designated as cash flow hedges. Warrants —On August 5, 2021, as part of the consideration paid to acquire the Mr. C Beverly Hills Hotel and five adjacent luxury residences, the Company issued 500,000 warrants for the purchase of Braemar common stock with a $6.00 strike price on or after August 5, 2021 until August 5, 2024. The holder can choose to exercise the warrants by cash or by net issue exercise, in which event the Company shall issue to the holder a number of warrant shares which reflect the fair market value of the Company’s common stock. As of June 30, 2023, no warrants have been exercised. The initial fair value of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: three-year contractual term; 97.93% volatility; 0% dividend rate; and a risk-free interest rate of 0.38%. The estimated fair value of the warrants was approximately $1.5 million on the date of issuance. The warrants are re-valued at each reporting period with the change in fair value recorded through earnings. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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 marketplace as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. The fair value of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. 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 June 30, 2023, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 5.141% to 3.686% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total June 30, 2023 Assets Derivative assets: Interest rate derivatives - caps $ — $ 6,308 $ — $ 6,308 Total $ — $ 6,308 $ — $ 6,308 (1) Liabilities Derivative liabilities: Warrants $ — $ (165) $ — $ (165) (2) Net $ — $ 6,143 $ — $ 6,143 Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total December 31, 2022 Assets Derivative assets: Interest rate derivatives - caps $ — $ 6,482 $ — $ 6,482 $ — $ 6,482 $ — $ 6,482 (1) Liabilities Derivative liabilities: Warrants $ — $ (284) $ — $ (284) (2) Net $ — $ 6,198 $ — $ 6,198 __________________ (1) Reported as “derivative assets” in our condensed consolidated balance sheets. (2) Reported as “derivative liabilities” in our condensed consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Assets Derivative assets: Interest rate derivatives - caps $ 1,013 $ 43 $ 576 $ 886 Total $ 1,013 $ 43 $ 576 $ 886 Liabilities Derivative liabilities: Warrants $ 16 $ 1,165 $ 119 $ 730 Net $ 1,029 $ 1,208 $ 695 $ 1,616 Total combined Interest rate derivatives - caps $ (1,269) $ 43 $ (3,573) $ 886 Warrants 16 1,165 119 730 Unrealized gain (loss) on derivatives $ (1,253) (1) $ 1,208 (1) $ (3,454) (1) $ 1,616 (1) Realized gain (loss) on interest rate caps 2,282 (1) (2) — 4,149 (1) (2) — Net $ 1,029 $ 1,208 $ 695 $ 1,616 ________ (1) Reported in “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Represents settled and unsettled payments from counterparties on interest rate caps. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Derivative assets $ 6,308 $ 6,308 $ 6,482 $ 6,482 Financial liabilities measured at fair value: Derivative liabilities $ 165 $ 165 $ 284 $ 284 Financial assets not measured at fair value: Cash and cash equivalents $ 128,025 $ 128,025 $ 261,541 $ 261,541 Restricted cash 63,439 63,439 54,155 54,155 Accounts receivable, net 32,864 32,864 51,448 51,448 Due from related parties, net 333 333 938 938 Due from third-party hotel managers 15,430 15,430 26,625 26,625 Financial liabilities not measured at fair value: Indebtedness $ 1,138,528 $1,050,061 to $1,160,595 $ 1,337,250 $1,229,671 to $1,359,110 Accounts payable and accrued expenses 135,096 135,096 133,978 133,978 Dividends and distributions payable 8,917 8,917 8,184 8,184 Due to Ashford Inc. 4,558 4,558 10,005 10,005 Due to third-party hotel managers 1,579 1,579 2,096 2,096 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 and derivative liabilities . See notes 7 and 8 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 92.2% to 101.9% of the carrying value of $1.1 billion at June 30, 2023, and approximately 92.0% to 101.6% of the carrying value of $1.3 billion at December 31, 2022. These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (1,846) $ 14,366 $ 14,188 $ 29,029 Less: dividends on preferred stock (10,877) (4,064) (21,227) (7,367) Less: deemed dividends on preferred stock (301) — (2,755) — Less: dividends on common stock (3,291) (707) (6,580) (1,414) Less: dividends on unvested performance stock units (36) (7) (72) (14) Less: dividends on unvested restricted shares (8) (6) (17) (12) Less: net (income) loss allocated to performance stock units — (95) — (207) Less: net (income) loss allocated to unvested restricted shares — (74) — (161) Undistributed net income (loss) allocated to common stockholders (16,359) 9,413 (16,463) 19,854 Add back: dividends on common stock 3,291 707 6,580 1,414 Distributed and undistributed net income (loss) - basic $ (13,068) $ 10,120 $ (9,883) $ 21,268 Interest expense on Convertible Senior Notes — 1,108 — 2,211 Dividends on preferred stock - Series E (inclusive of deemed dividends) — 2,053 — 3,452 Dividends on preferred stock - Series M (inclusive of deemed dividends) — 128 — 149 Distributed and undistributed net income (loss) - diluted $ (13,068) $ 13,409 $ (9,883) $ 27,080 Weighted average common shares outstanding: Weighted average common shares outstanding – basic 65,806 70,740 68,378 68,325 Effect of assumed exercise of warrants — — — 1 Effect of assumed conversion of Convertible Senior Notes — 13,610 — 13,610 Effect of assumed conversion of preferred stock - Series E — 22,207 — 16,232 Effect of assumed conversion of preferred stock - Series M — 1,112 — 630 Weighted average common shares outstanding – diluted 65,806 107,669 68,378 98,798 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.20) $ 0.14 $ (0.14) $ 0.31 Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.20) $ 0.12 $ (0.14) $ 0.27 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): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 8 $ 80 $ 17 $ 173 Income (loss) allocated to unvested performance stock units 36 102 72 221 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (925) 846 (664) 1,813 Dividends on preferred stock - Series B 1,058 1,058 2,116 2,116 Interest expense on Convertible Senior Notes 1,117 — 2,231 — Dividends on preferred stock - Series E (inclusive of deemed dividends) 8,162 — 17,892 — Dividends on preferred stock - Series M (inclusive of deemed dividends) 1,133 — 2,324 — Total $ 10,589 $ 2,086 $ 23,988 $ 4,323 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares — 34 — 25 Effect of unvested performance stock units 340 — 346 1 Effect of assumed conversion of operating partnership units 5,172 5,868 5,576 5,862 Effect of assumed conversion of preferred stock - Series B 4,116 4,116 4,116 4,116 Effect of assumed conversion of Convertible Senior Notes 13,609 — 13,609 — Effect of assumed conversion of preferred stock - Series E 102,751 — 101,478 — Effect of assumed conversion of preferred stock - Series M 12,219 — 11,945 — Total 138,207 10,018 137,070 10,004 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity 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. As of June 30, 2023, there were approximately 2.4 million Performance LTIP units, representing 200% of the target, outstanding. With respect to the 2021, 2022 and 2023 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three In March 2023, the Company granted approximately 353,000 Performance LTIP units, representing 200% of the target, with an initial grant date fair value of $3.86 per share and a vesting period of approximately three On May 10, 2023, approximately 45,000 LTIP units were issued to independent directors, with a fair value of approximately $182,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2023. The following table presents the redeemable noncontrolling interests in Braemar OP and the corresponding approximate ownership percentage of our operating partnership: June 30, 2023 December 31, 2022 Redeemable noncontrolling interests in Braemar OP (in thousands) $ 35,174 $ 40,555 Adjustments to redeemable noncontrolling interests (1) (in thousands) $ 77 $ 70 Ownership percentage of operating partnership 6.63 % 7.69 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net (income) loss to the redeemable noncontrolling interests as illustrated in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 925 $ (846) $ 664 $ (1,813) Distributions declared to holders of common units, LTIP units and Performance LTIP units $ 361 $ 84 $ 722 $ 167 |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity and Stock-Based Compensation | Equity and Stock-Based Compensation Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Common stock dividends declared $ 3,335 $ 720 $ 6,669 $ 1,440 Restricted Stock —We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance. In May 2023, approximately 45,000 shares of common stock were issued to independent directors with a fair value of approximately $182,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2023. Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“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. With respect to the 2021, 2022 and 2023 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria for the 2021, 2022 and 2023 performance grants are based on performance conditions under the relevant literature, and the 2021, 2022 and 2023 performance grants were issued to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the corresponding measurement date fair value of the award, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period. In March 2023, 383,000 PSUs with a vesting period of approximately three years were granted. The 2023 awards may be settled in cash or shares of the Company’s common stock solely at the option of the Company. During the second quarter, the Company’s stockholders approved an increase to the stock incentive plan, which is sufficient to cover the expected settlements as of June 30, 2023. The 2023 awards, which were originally classified as liability awards, are now classified as equity awards, which resulted in a remeasurement of the award at a new fair value of $1.6 million. 8.25% Series D Cumulative Preferred Stock —The dividend for all issued and outstanding shares of the Company’s Series D Cumulative Preferred Stock (the “Series D Preferred Stock”) is set at $2.0625 per annum per share. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series D Cumulative Preferred Stock $ 825 $ 825 $ 1,650 $ 1,650 Stock Repurchases —On December 7, 2022, our board of directors approved a new stock repurchase program pursuant to which the board 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 $25 million. The board of directors’ authorization replaced any previous repurchase authorizations. During the six months ended June 30, 2023, we repurchased 3.9 million shares of our common stock for approximately $18.9 million. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Stock | Redeemable 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 in the Articles Supplementary), 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 (as 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 Convertible Preferred Stock shall have the right to require the Company to redeem any or all shares of Series B Convertible 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 a federal 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 the advice of counsel to cease to be qualified as a REIT; or (v) determination within the meaning of Section 1313(a) of the Code to cease to be qualified as a REIT. 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): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series B Convertible Preferred Stock $ 1,058 $ 1,058 $ 2,116 $ 2,116 Series E Redeemable Preferred Stock On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell, from time to time, shares of the Series E Redeemable Preferred Stock (the “Series E Preferred Stock”). Pursuant to such equity distribution agreements, the Company offered a maximum of 20,000,000 shares of Series E Preferred Stock in a primary offering at a price of $25.00 per share. On February 21, 2023, the Company announced the closing of its Series E Preferred Stock offering. The Company is also offering a maximum of 8,000,000 shares of the Series E Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”). The Series E 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 Convertible Preferred stock, the Series D Preferred Stock and the Series M Preferred Stock (as defined below)) 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. Holders of the Series E Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of the Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, the number of directors then constituting the board shall be increased by two and the holders of such shares of Series E Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series E Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Series E Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series E Preferred Stock into a maximum of 5.69476 shares of our common stock. The redemption fee shall be an amount equal to: • 8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series E Preferred Stock to be redeemed; • 5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed; and • 0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed. The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series E Preferred Stock cash dividends are as follows: • 8.0% per annum of the Stated Value beginning on the date of the first settlement of the Series E Preferred Stock (the “Date of Initial Closing”); • 7.75% per annum of the Stated Value beginning on the first anniversary from the Date of Initial Closing; and • 7.5% per annum of the Stated Value beginning on the second anniversary from the Date of Initial Closing. Dividends are payable on a monthly basis in arrears on the 15th day of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series E Preferred Stock dividend distributions automatically reinvested in additional shares of the Series E Preferred Stock at a price of $25.00 per share. The issuance activity of the Series E Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series E Preferred Stock shares issued (1) — 1,312 3,798 2,789 Net proceeds $ — $ 29,518 $ 85,444 $ 62,754 __________________ (1) Exclusive of shares issued under the DRIP. The Series E 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 of the Company’s control. As such, the Series E Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series E Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period. The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): June 30, 2023 December 31, 2022 Series E Preferred Stock $ 379,403 $ 291,076 Cumulative adjustments to Series E Preferred Stock (1) $ 11,775 $ 9,403 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series E Preferred Stock $ 7,986 $ 2,053 $ 15,520 $ 3,452 The redemption activities of Series E Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series E Preferred Stock shares redeemed 21 2 32 2 Redemption amount, net of redemption fees $ 507 $ 50 $ 789 $ 50 Series M Redeemable Preferred Stock On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell, from time to time, shares of the Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). Pursuant to such equity distribution agreements, the Company offered a maximum of 20,000,000 shares of the Series M Preferred Stock (par value $0.01) in a primary offering at a price of $25.00 per share (or “Stated Value”). On February 21, 2023, the Company announced the closing of its Series M Preferred Stock offering. The Company is also offering a maximum of 8,000,000 shares of Series M Preferred Stock pursuant to the DRIP at $25.00 per share. The Series M 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 Convertible Preferred Stock, the Series D Preferred Stock and the Series E 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. Holders of the Series M Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, the number of directors then constituting the board shall be increased by two and the holders of such shares of Series M Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series M Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Series M Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series M Preferred Stock into a maximum of 5.69476 shares of our common stock. The redemption fee shall be an amount equal to: • 1.5% of the Stated Value of $25.00 per share beginning on the Series M Original Issue Date (as defined in the Articles Supplementary) of the shares of Series M Preferred Stock to be redeemed; and • 0% of the Stated Value beginning on the first anniversary from the Series M Original Issue Date of the shares of Series M Preferred Stock to be redeemed. The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. Holders of Series M Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series M Preferred Stock and on each one-year anniversary thereafter for such share of Series M Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.7% per annum of the Stated Value. Dividends are payable on a monthly basis and in arrears on the 15th day of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series M Preferred Stock dividend distributions automatically reinvested in additional shares of the Series M Preferred Stock at a price of $25.00 per share. The issuance activity of Series M Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series M Preferred Stock shares issued (1) — 334 531 367 Net proceeds $ — $ 8,087 $ 12,869 $ 8,897 __________________ (1) Exclusive of shares issued under the DRIP. The Series M 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 the Company’s control. As such, the Series M Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period. The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): June 30, 2023 December 31, 2022 Series M Preferred Stock $ 48,405 $ 35,182 Cumulative adjustments to Series M Preferred Stock (1) $ 1,195 $ 812 __________________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series M Preferred Stock $ 1,008 $ 128 $ 1,941 $ 149 The redemption activities of Series M Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series M Preferred Stock shares redeemed 4 — 5 — Redemption amount, net of redemption fees $ 90 $ — $ 115 $ — |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
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 fifth 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, PSUs 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): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Advisory services fee Base advisory fee $ 3,667 $ 3,226 $ 7,307 $ 6,165 Reimbursable expenses (1) 2,042 1,173 4,064 2,269 Equity-based compensation (2) 2,506 2,637 4,792 4,947 Incentive fee — (731) — 246 Total $ 8,215 $ 6,305 $ 16,163 $ 13,627 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards. (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. On March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “2022 Limited Waiver”) with Braemar OP, Braemar TRS and its advisor. The advisory agreement (i) allocates responsibility for certain employee costs between the Company and its advisor and (ii) permits the Company’s board of directors to issue annual equity awards in the Company or Braemar OP to employees and other representatives of its advisor based on achievement by the Company of certain financial or other objectives or otherwise as the Company’s board of directors sees fit. Pursuant to the 2022 Limited Waiver, the Company, Braemar OP, Braemar TRS and the Company’s advisor waived the operation of any provision in the advisory agreement that would otherwise have limited our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2022 cash incentive compensation to employees and other representatives of our advisor. On March 2, 2023, the Company entered into a second Limited Waiver Under Advisory Agreement (the “2023 Limited Waiver”) with Braemar OP, Braemar TRS and its advisor. Pursuant to the 2023 Limited Waiver, the Company, Braemar OP, Braemar TRS and the Company’s advisor waived the operation of any provision in the advisory agreement that would otherwise limit our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2023 cash incentive compensation to employees and other representatives of our advisor. Lismore We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications on our behalf. In June 2023, we entered into various 12-month agreements with Lismore to seek modifications or refinancings of certain mortgage debt of the Company. For the three and six months ended June 30, 2023, we incurred fees of approximately $150,000 to Lismore in nonrefundable work fees. The unamortized fees are included in “other assets” on the condensed consolidated balance sheet, and are amortized on a straight line basis over the term of the agreement. In addition to the fees described above, we incurred fees from Lismore or its subsidiaries of $98,000 for both three and six months ended June 30, 2023 and $0 and $637,000 for the three and six months ended June 30, 2022. Ashford Securities On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs were 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 capital raised, or June 10, 2023, there will be a true up (the “Amended and Restated True-Up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual amount contributed by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-up Ratio”). On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 45% to Ashford Trust, 45% to Braemar and 10% to Ashford Inc. On February 1, 2023, Braemar entered into a Third Amended and Restated Contribution Agreement with Ashford Inc. and Ashford Trust. The Third Amended and Restated Contribution Agreement states that after the Amended and Restated True-Up Date occurs, capital contributions for the remainder of fiscal year 2023 will be divided between each Party based on the Initial True-Up Ratio. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 10, 2019 (the resulting ratio of capital contributions among Braemar, Ashford Inc. and Ashford Trust following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year. During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. As of December 31, 2022, Braemar had funded approximately $5.8 million and had a payable, included in “due to Ashford Inc., net” on the condensed consolidated balance sheet, of approximately $6.6 million. In March 2023, Braemar paid Ashford Inc. $8.7 million as a result of the contribution true-up between entities described above. As of June 30, 2023, Braemar has funded approximately $17.9 million. As of June 30, 2023, Braemar has a pre-funded balance of approximately $1.9 million that is included in “other assets” and approximately $1.5 million that is included in “due to Ashford Inc., net” on the condensed consolidated balance sheet. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2022 2023 2022 Corporate, general and administrative $ 1,024 $ 664 $ 2,219 $ 1,191 Design and Construction Services Premier Project Management LLC (“Premier”), a subsidiary of Ashford Inc., provides design and construction 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 design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) for the following services: (i) architectural (6.5% of total construction costs); (ii) construction management for projects without a general contractor (10% of total construction costs); (iii) interior design (6% of the purchase price of the FF&E designed or selected by Premier); and (iv) FF&E purchasing (8% of the purchase price of FF&E purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the purchasing fee is reduced to 6% of the FF&E purchase price in excess of $2.0 million for such hotel in such calendar year). Hotel Management Services At June 30, 2023, Remington Hospitality managed four of our 16 hotel properties. We pay monthly hotel management fees equal to the greater of approximately $16,000 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, 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 3% to 5% of gross revenues for capital improvements. Licensing Fees —In conjunction with the Mr. C Beverly Hills Hotel acquisition on August 5, 2021, we entered into an Intellectual Property Sublicense Agreement, which allows us to continue to use certain proprietary marks associated with the Mr. C brand name. In return, we pay licensing fees of: (i) 1% of total operating revenue; (ii) 2% of gross food and beverage revenues; and (iii) 25% of food and beverage profits. The agreement expired on August 5, 2023. The table below summarizes the licensing fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2022 2023 2022 Other hotel expenses $ 172 $ 189 $ 374 $ 291 Management Fees —Under hotel management agreements for our hotel properties existing at June 30, 2023, we pay a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 3.0% to 5.0% of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from December 2027 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 2018 through 2022 remain subject to potential examination by certain federal and state taxing authorities. Litigation —On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa 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: (i) 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 written policy requiring its employees to stay on premises during rest breaks; and (ii) 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 had until April 4, 2021 to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. In May 2023 the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. The trial court set a due date of August 7, 2023 for the briefs. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2023, 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 and matters relating to compliance with applicable law (for example, the Americans with Disability Act 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 us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations or cash flows could be materially adversely affected in future periods. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022, all of our hotel properties were in the U.S. and its territories. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 31, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with Braemar OP (the “Borrower”), the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent and L/C Issuer (as defined in the Credit Agreement). Bank of America, N.A. acted as administrative agent and lead arranger on the transaction. Syndicate bank participants include TBK Bank and MidFirst Bank. The Credit Agreement evidences a $200 million senior secured credit facility (the “Facility”) comprised of a senior secured term loan facility of $150 million (the “Term Loan Facility”) and a senior secured revolving credit facility of $50 million (the “Revolving Credit Facility”). Upon satisfaction of certain conditions, including the addition of new Borrowing Base Properties (as defined in the Credit Agreement), the Facility may be increased to a size of not more than $400 million in the aggregate. The maximum availability under the Facility is determined on a quarterly basis and limited to the lesser of (i) $200 million (subject to increase of up to $400 million in the aggregate); (ii) 55% of the appraised value of all Borrowing Base Properties; and (iii) the DSC Amount (as defined below). The initial Borrowing Base Properties include the Company’s Ritz-Carlton Sarasota, Bardessono Hotel and Spa and Hotel Yountville hotel properties (the “Initial Borrowing Base Properties”). The “DSC Amount” means the maximum principal amount that can be supported from the Adjusted NOI (as defined in the Credit Agreement) from the Borrowing Base Properties assuming (i) a 30-year amortization and an interest rate which is the greater of (a) the ten (10) year U.S. Treasury Rate plus 2.50% and (b) 7.50%; and (ii) a minimum debt service coverage of 1.75 to 1.00. The proceeds of the Term Loan Facility were used to repay the mortgage debt associated with The Ritz-Carlton Sarasota, Bardessono Hotel and Spa and Hotel Yountville, which will serve as the Initial Borrowing Base Properties for the financing. In addition, at closing, the Company drew down approximately $46 million under the Revolving Credit Facility. The Facility is a three-year interest-only facility with all outstanding principal due at maturity, with a one-year extension option, subject to the satisfaction of certain conditions including the payment of an Extension Fee (as defined in the Credit Agreement) equal to 20 basis points (0.20%) of the outstanding Facility amount. The Credit Agreement is guaranteed by the Company, the Borrower and certain other eligible subsidiaries of the Company and secured by: (i) perfected lien mortgages or deeds of trust and security interests in the Borrowing Base Properties (as defined in the Credit Agreement); (ii) assignments of leases and rents with respect to the Borrowing Base Properties; (iii) assignments of all management agreements, franchise agreements, licenses and other material agreements relating to the Borrowing Base Properties; (iv) perfected first priority liens on all reserve accounts and all operating accounts related to each Borrowing Base Property; and (v) perfected first priority liens on and security interests in each subsidiary guarantor owning a Borrowing Base Property. Borrowings under the Credit Agreement will bear interest at Daily SOFR or Term SOFR plus 10 basis points (with a 0% floor) plus the applicable margin. Depending on the Company’s Net Debt to EBITDA ratio, the applicable margin for SOFR ranges from 2.25% to 3.00%. Default interest would accrue at the applicable rate plus 2.0%. The Facility contains customary terms, covenants, negative covenants, events of default, limitations and other conditions for credit facilities of this type. Subject to certain exceptions, the Company and the Borrower are subject to restrictions on incurring additional indebtedness and liens, investments, mergers and fundamental changes, sales or other dispositions of property, dividends and stock redemptions, changes in the nature of the Borrower’s business, transactions with affiliates and burdensome agreements. Financial covenants are generally based on the financial condition and results of operations of the Company and its consolidated subsidiaries and include, among others, the following: (i) a Consolidated Leverage Ratio (i.e., Consolidated Net Debt to the Consolidated Total Asset Value) of not more than 55%; and (ii) a Consolidated Fixed Charge Coverage Ratio (FCCR) (i.e., the ratio of Consolidated Adjusted EBITDA to Consolidated Fixed Charges) of not less than (i) prior to December 31, 2024, 1.1 to 1.0 and (ii) thereafter, 1.25 to 1.0. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ (1,846) | $ 14,366 | $ 14,188 | $ 29,029 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (For 10Q) (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed 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 intercompany accounts and transactions between consolidated entities have been eliminated in these condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023. 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, its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical condensed consolidated financial statements: • Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023; • On March 11, 2022, we acquired The Ritz-Carlton Reserve Dorado Beach hotel located in Dorado, Puerto Rico. The operating results of the hotel property have been included in the results of operations from its acquisition date; and • On December 1, 2022, we acquired the Four Seasons Resort Scottsdale at Troon North located in Scottsdale, Arizona. The operating results of the hotel property have been included in the results of operations from its acquisition date. |
Use of Estimates | Use of Estimates —The preparation of these condensed 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. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848 ) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01 , Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (dollars in thousands): Three Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 31,004 $ 10,630 $ 5,066 $ 46,700 Puerto Rico 1 12,870 5,060 3,087 21,017 Arizona 1 7,924 5,268 2,043 15,235 Colorado 1 1,866 1,811 1,689 5,366 Florida 2 15,290 8,630 5,665 29,585 Illinois 1 7,738 1,947 412 10,097 Pennsylvania 1 7,643 1,650 349 9,642 Washington 1 8,193 1,337 411 9,941 Washington, D.C. 1 11,433 5,721 426 17,580 USVI 1 13,176 5,722 2,646 21,544 Total 16 $ 117,137 $ 47,776 $ 21,794 $ 186,707 Three Months Ended June 30, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 34,313 $ 11,560 $ 4,226 $ 50,099 Puerto Rico 1 11,927 4,700 2,908 19,535 Colorado 1 2,306 2,713 1,633 6,652 Florida 2 19,631 9,742 6,589 35,962 Illinois 1 7,542 2,209 411 10,162 Pennsylvania 1 6,158 1,120 309 7,587 Washington 1 5,587 887 316 6,790 Washington, D.C. 1 9,719 3,403 572 13,694 USVI 1 15,344 5,935 3,134 24,413 Total 15 $ 112,527 $ 42,269 $ 20,098 $ 174,894 Six Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 65,570 $ 21,940 $ 10,756 $ 98,266 Puerto Rico 1 28,300 9,935 6,224 44,459 Arizona 1 22,081 11,786 4,659 38,526 Colorado 1 16,207 8,172 4,672 29,051 Florida 2 36,939 19,129 12,336 68,404 Illinois 1 11,304 2,930 767 15,001 Pennsylvania 1 12,163 2,646 631 15,440 Washington 1 12,414 2,037 823 15,274 Washington, D.C. 1 20,210 11,209 859 32,278 USVI 1 29,476 10,220 5,613 45,309 Total 16 $ 254,664 $ 100,004 $ 47,340 $ 402,008 Six Months Ended June 30, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 65,284 $ 22,429 $ 9,169 $ 96,882 Puerto Rico 1 17,403 5,832 3,796 27,031 Colorado 1 14,483 8,846 4,764 28,093 Florida 2 44,714 19,264 13,632 77,610 Illinois 1 10,301 3,006 740 14,047 Pennsylvania 1 9,233 1,626 520 11,379 Washington 1 8,175 1,298 625 10,098 Washington, D.C. 1 13,600 5,733 992 20,325 USVI 1 34,526 10,942 5,841 51,309 Total 15 $ 217,719 $ 78,976 $ 40,079 $ 336,774 |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investment in Hotel Properties | Investments in hotel properties, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Land $ 630,842 $ 630,489 Buildings and improvements 1,520,184 1,511,949 Furniture, fixtures and equipment 157,626 147,019 Construction in progress 39,444 22,890 Residences 12,746 12,746 Total cost 2,360,842 2,325,093 Accumulated depreciation (470,484) (440,492) Investments in hotel properties, net $ 1,890,358 $ 1,884,601 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information | The following table summarizes our carrying value and ownership interest in OpenKey: June 30, 2023 December 31, 2022 Carrying value of the investment in OpenKey (in thousands) $ 1,535 $ 1,689 Ownership interest in OpenKey 7.9 % 7.9 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2022 2023 2022 Equity in earnings (loss) of unconsolidated entity $ (80) $ (74) $ (154) $ (146) The following table summarizes our note receivable from OpenKey (in thousands): Line Item June 30, 2023 December 31, 2022 Investment in unconsolidated entity $ 164 $ — The following table summarizes the interest income associated with the loan to OpenKey (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2023 Equity in earnings (loss) of unconsolidated entity $ 5 $ 6 |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Indebtedness, net | Indebtedness, net consisted of the following (dollars in thousands): Indebtedness Collateral Current Maturity Final Maturity (11) Interest Rate June 30, 2023 December 31, 2022 Mortgage loan (3) The Ritz-Carlton Sarasota April 2023 April 2023 LIBOR (1) + 2.65% $ — $ 98,500 Mortgage loan (4) Hotel Yountville May 2023 May 2023 LIBOR (1) + 2.55% — 51,000 Mortgage loan Bardessono Hotel and Spa August 2023 August 2023 SOFR (2) + 2.65% 40,000 40,000 Mortgage loan (5) The Ritz-Carlton St. Thomas August 2023 August 2024 LIBOR (1) + 3.95% 42,500 42,500 Mortgage loan (3) The Ritz-Carlton Sarasota October 2023 April 2024 SOFR (2) + 3.60% 98,000 — Mortgage loan (4) Hotel Yountville November 2023 May 2024 SOFR (2) + 2.65% 51,000 — Mortgage loan The Ritz-Carlton Lake Tahoe January 2024 January 2024 SOFR (2) + 2.20% 54,000 54,000 Mortgage loan Capital Hilton February 2024 February 2024 LIBOR (1) + 1.70% 195,000 195,000 Hilton La Jolla Torrey Pines Mortgage loan (6) Park Hyatt Beaver Creek Resort & Spa February 2024 February 2027 SOFR (2) + 2.86% 70,500 70,500 Mortgage loan (7) The Ritz-Carlton Reserve Dorado Beach March 2024 March 2026 LIBOR (1) + 6.00% — 54,000 Mortgage loan (8) The Notary Hotel June 2024 June 2025 LIBOR (1) + 2.61% 293,180 435,000 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (9) Mr. C Beverly Hills Hotel August 2024 August 2024 LIBOR (1) + 3.60% 30,000 30,000 Mortgage loan Pier House Resort & Spa September 2024 September 2024 SOFR (2) + 1.95% 80,000 80,000 Mortgage loan (10) Four Seasons Resort Scottsdale December 2025 December 2027 SOFR (2) + 3.75% 100,000 100,000 Convertible Senior Notes Equity June 2026 June 2026 4.50% 86,250 86,250 1,140,430 1,336,750 Capitalized default interest and late charges, net 1,046 1,934 Deferred loan costs, net (3,616) (5,054) Premiums/(discounts), net (1,902) 500 Indebtedness, net $ 1,135,958 $ 1,334,130 __________________ (1) LIBOR rates were 5.22% and 4.39% at June 30, 2023 and December 31, 2022, respectively. (2) SOFR rates were 5.14% and 4.36% at June 30, 2023 and December 31, 2022, respectively. (3) On April 4, 2023, we amended this mortgage loan. Terms of the amendment replaced the variable interest rate of LIBOR + 2.65% with SOFR + 2.75%, extended the current maturity date to October 2023, and added one six-month extension option, subject to satisfaction of certain conditions. Effective June 1, 2023, the variable interest rate increased from SOFR + 2.75% to SOFR + 3.60% in accordance with the loan agreement. (4) On April 18, 2023, we amended this mortgage loan. Terms of the amendment replaced the variable interest rate of LIBOR + 2.55% with SOFR + 2.65%, extended the current maturity date to November 2023, and added one six-month extension option, subject to satisfaction of certain conditions. (5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in August 2022. This mortgage loan has a LIBOR floor of 1.00%. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (7) On January 18, 2023, we repaid this mortgage loan. (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the fourth was exercised in June 2023. In accordance with exercising the fourth one-year extension option, we repaid $142.0 million of principal and the variable interest rate increased from LIBOR + 2.16% to LIBOR + 2.61%. (9) This mortgage loan has a LIBOR floor of 1.50%. (10) This mortgage loan has a SOFR floor of 1.00%. (11) The final maturity date assumes all available extension options will be exercised. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Six Months Ended June 30, Interest rate caps: (1) 2023 2022 Notional amount (in thousands) $ 496,180 $ 556,500 Strike rate low end of range 3.50 % 3.50 % Strike rate high end of range 5.25 % 4.00 % Effective date range January 2023 - June 2023 February 2022-May 2022 Termination date range October 2023 - June 2024 May 2023- February 2024 Total cost of interest rate caps (in thousands) $ 3,400 $ 1,145 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) June 30, 2023 December 31, 2022 Notional amount (in thousands) $ 816,680 $ 960,500 Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 5.25 % 4.50 % Termination date range August 2023 - January 2025 January 2023- January 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 816,680 $ 959,000 _______________ (1) No instruments were designated as cash flow hedges. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total June 30, 2023 Assets Derivative assets: Interest rate derivatives - caps $ — $ 6,308 $ — $ 6,308 Total $ — $ 6,308 $ — $ 6,308 (1) Liabilities Derivative liabilities: Warrants $ — $ (165) $ — $ (165) (2) Net $ — $ 6,143 $ — $ 6,143 Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total December 31, 2022 Assets Derivative assets: Interest rate derivatives - caps $ — $ 6,482 $ — $ 6,482 $ — $ 6,482 $ — $ 6,482 (1) Liabilities Derivative liabilities: Warrants $ — $ (284) $ — $ (284) (2) Net $ — $ 6,198 $ — $ 6,198 __________________ (1) Reported as “derivative assets” in our condensed consolidated balance sheets. (2) Reported as “derivative liabilities” in our condensed 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 condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Assets Derivative assets: Interest rate derivatives - caps $ 1,013 $ 43 $ 576 $ 886 Total $ 1,013 $ 43 $ 576 $ 886 Liabilities Derivative liabilities: Warrants $ 16 $ 1,165 $ 119 $ 730 Net $ 1,029 $ 1,208 $ 695 $ 1,616 Total combined Interest rate derivatives - caps $ (1,269) $ 43 $ (3,573) $ 886 Warrants 16 1,165 119 730 Unrealized gain (loss) on derivatives $ (1,253) (1) $ 1,208 (1) $ (3,454) (1) $ 1,616 (1) Realized gain (loss) on interest rate caps 2,282 (1) (2) — 4,149 (1) (2) — Net $ 1,029 $ 1,208 $ 695 $ 1,616 ________ (1) Reported in “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Represents settled and unsettled payments from counterparties on interest rate caps. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Derivative assets $ 6,308 $ 6,308 $ 6,482 $ 6,482 Financial liabilities measured at fair value: Derivative liabilities $ 165 $ 165 $ 284 $ 284 Financial assets not measured at fair value: Cash and cash equivalents $ 128,025 $ 128,025 $ 261,541 $ 261,541 Restricted cash 63,439 63,439 54,155 54,155 Accounts receivable, net 32,864 32,864 51,448 51,448 Due from related parties, net 333 333 938 938 Due from third-party hotel managers 15,430 15,430 26,625 26,625 Financial liabilities not measured at fair value: Indebtedness $ 1,138,528 $1,050,061 to $1,160,595 $ 1,337,250 $1,229,671 to $1,359,110 Accounts payable and accrued expenses 135,096 135,096 133,978 133,978 Dividends and distributions payable 8,917 8,917 8,184 8,184 Due to Ashford Inc. 4,558 4,558 10,005 10,005 Due to third-party hotel managers 1,579 1,579 2,096 2,096 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (1,846) $ 14,366 $ 14,188 $ 29,029 Less: dividends on preferred stock (10,877) (4,064) (21,227) (7,367) Less: deemed dividends on preferred stock (301) — (2,755) — Less: dividends on common stock (3,291) (707) (6,580) (1,414) Less: dividends on unvested performance stock units (36) (7) (72) (14) Less: dividends on unvested restricted shares (8) (6) (17) (12) Less: net (income) loss allocated to performance stock units — (95) — (207) Less: net (income) loss allocated to unvested restricted shares — (74) — (161) Undistributed net income (loss) allocated to common stockholders (16,359) 9,413 (16,463) 19,854 Add back: dividends on common stock 3,291 707 6,580 1,414 Distributed and undistributed net income (loss) - basic $ (13,068) $ 10,120 $ (9,883) $ 21,268 Interest expense on Convertible Senior Notes — 1,108 — 2,211 Dividends on preferred stock - Series E (inclusive of deemed dividends) — 2,053 — 3,452 Dividends on preferred stock - Series M (inclusive of deemed dividends) — 128 — 149 Distributed and undistributed net income (loss) - diluted $ (13,068) $ 13,409 $ (9,883) $ 27,080 Weighted average common shares outstanding: Weighted average common shares outstanding – basic 65,806 70,740 68,378 68,325 Effect of assumed exercise of warrants — — — 1 Effect of assumed conversion of Convertible Senior Notes — 13,610 — 13,610 Effect of assumed conversion of preferred stock - Series E — 22,207 — 16,232 Effect of assumed conversion of preferred stock - Series M — 1,112 — 630 Weighted average common shares outstanding – diluted 65,806 107,669 68,378 98,798 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.20) $ 0.14 $ (0.14) $ 0.31 Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.20) $ 0.12 $ (0.14) $ 0.27 |
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): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 8 $ 80 $ 17 $ 173 Income (loss) allocated to unvested performance stock units 36 102 72 221 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (925) 846 (664) 1,813 Dividends on preferred stock - Series B 1,058 1,058 2,116 2,116 Interest expense on Convertible Senior Notes 1,117 — 2,231 — Dividends on preferred stock - Series E (inclusive of deemed dividends) 8,162 — 17,892 — Dividends on preferred stock - Series M (inclusive of deemed dividends) 1,133 — 2,324 — Total $ 10,589 $ 2,086 $ 23,988 $ 4,323 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares — 34 — 25 Effect of unvested performance stock units 340 — 346 1 Effect of assumed conversion of operating partnership units 5,172 5,868 5,576 5,862 Effect of assumed conversion of preferred stock - Series B 4,116 4,116 4,116 4,116 Effect of assumed conversion of Convertible Senior Notes 13,609 — 13,609 — Effect of assumed conversion of preferred stock - Series E 102,751 — 101,478 — Effect of assumed conversion of preferred stock - Series M 12,219 — 11,945 — Total 138,207 10,018 137,070 10,004 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the redeemable noncontrolling interests in Braemar OP and the corresponding approximate ownership percentage of our operating partnership: June 30, 2023 December 31, 2022 Redeemable noncontrolling interests in Braemar OP (in thousands) $ 35,174 $ 40,555 Adjustments to redeemable noncontrolling interests (1) (in thousands) $ 77 $ 70 Ownership percentage of operating partnership 6.63 % 7.69 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net (income) loss to the redeemable noncontrolling interests as illustrated in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 925 $ (846) $ 664 $ (1,813) Distributions declared to holders of common units, LTIP units and Performance LTIP units $ 361 $ 84 $ 722 $ 167 |
Equity and Stock-Based Compen_2
Equity and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Dividends Declared | Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Common stock dividends declared $ 3,335 $ 720 $ 6,669 $ 1,440 The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series D Cumulative Preferred Stock $ 825 $ 825 $ 1,650 $ 1,650 |
Redeemable Preferred Stock (Tab
Redeemable Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of the Activity of Temporary Equity | The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series B Convertible Preferred Stock $ 1,058 $ 1,058 $ 2,116 $ 2,116 The issuance activity of the Series E Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series E Preferred Stock shares issued (1) — 1,312 3,798 2,789 Net proceeds $ — $ 29,518 $ 85,444 $ 62,754 __________________ (1) Exclusive of shares issued under the DRIP. The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): June 30, 2023 December 31, 2022 Series E Preferred Stock $ 379,403 $ 291,076 Cumulative adjustments to Series E Preferred Stock (1) $ 11,775 $ 9,403 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series E Preferred Stock $ 7,986 $ 2,053 $ 15,520 $ 3,452 The issuance activity of Series M Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series M Preferred Stock shares issued (1) — 334 531 367 Net proceeds $ — $ 8,087 $ 12,869 $ 8,897 __________________ (1) Exclusive of shares issued under the DRIP. The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): June 30, 2023 December 31, 2022 Series M Preferred Stock $ 48,405 $ 35,182 Cumulative adjustments to Series M Preferred Stock (1) $ 1,195 $ 812 __________________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series M Preferred Stock $ 1,008 $ 128 $ 1,941 $ 149 |
Preferred Stock Redemption Activities | The redemption activities of Series E Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series E Preferred Stock shares redeemed 21 2 32 2 Redemption amount, net of redemption fees $ 507 $ 50 $ 789 $ 50 The redemption activities of Series M Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series M Preferred Stock shares redeemed 4 — 5 — Redemption amount, net of redemption fees $ 90 $ — $ 115 $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Advisory services fee Base advisory fee $ 3,667 $ 3,226 $ 7,307 $ 6,165 Reimbursable expenses (1) 2,042 1,173 4,064 2,269 Equity-based compensation (2) 2,506 2,637 4,792 4,947 Incentive fee — (731) — 246 Total $ 8,215 $ 6,305 $ 16,163 $ 13,627 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards. (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. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2022 2023 2022 Corporate, general and administrative $ 1,024 $ 664 $ 2,219 $ 1,191 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Licensing Fees Incurred | The table below summarizes the licensing fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2023 2022 2023 2022 Other hotel expenses $ 172 $ 189 $ 374 $ 291 |
Organization and Description _2
Organization and Description of Business (Details) | Jun. 30, 2023 room hotel state | Jun. 30, 2022 hotel |
Real Estate Properties [Line Items] | ||
Number of hotel properties | 16 | 15 |
Number of states in which entity operates | state | 7 | |
Number of rooms | room | 4,192 | |
Number of units in real estate property, net partnership interest | room | 3,957 | |
Wholly owned properties | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 14 | |
Consolidated properties | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 2 | |
Leased by wholly-owned or majority-owned taxable REIT subsidiaries | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 15 | |
US virgin islands taxable REIT subsidiary | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 1 | |
Leased by ashford prime wholly-owned taxable REIT subsidiary | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties | 13 | |
Remington Hospitality | ||
Real Estate Properties [Line Items] | ||
Number of hotel properties managed by related party | 4 |
Revenue - Disaggregated by Geog
Revenue - Disaggregated by Geographical Areas (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) hotel | Jun. 30, 2022 USD ($) hotel | Jun. 30, 2023 USD ($) hotel | Jun. 30, 2022 USD ($) hotel | |
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 16 | 15 | 16 | 15 |
Total revenue | $ 186,707 | $ 174,894 | $ 402,008 | $ 336,774 |
California | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 6 | 6 | 6 | 6 |
Total revenue | $ 46,700 | $ 50,099 | $ 98,266 | $ 96,882 |
Puerto Rico | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 21,017 | $ 19,535 | $ 44,459 | $ 27,031 |
Arizona | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | ||
Total revenue | $ 15,235 | $ 38,526 | ||
Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 5,366 | $ 6,652 | $ 29,051 | $ 28,093 |
Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 2 | 2 | 2 | 2 |
Total revenue | $ 29,585 | $ 35,962 | $ 68,404 | $ 77,610 |
Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 10,097 | $ 10,162 | $ 15,001 | $ 14,047 |
Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 9,642 | $ 7,587 | $ 15,440 | $ 11,379 |
Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 9,941 | $ 6,790 | $ 15,274 | $ 10,098 |
Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 17,580 | $ 13,694 | $ 32,278 | $ 20,325 |
USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotel properties | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 21,544 | $ 24,413 | $ 45,309 | $ 51,309 |
Rooms | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 117,137 | 112,527 | 254,664 | 217,719 |
Rooms | California | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 31,004 | 34,313 | 65,570 | 65,284 |
Rooms | Puerto Rico | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 12,870 | 11,927 | 28,300 | 17,403 |
Rooms | Arizona | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,924 | 22,081 | ||
Rooms | Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,866 | 2,306 | 16,207 | 14,483 |
Rooms | Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 15,290 | 19,631 | 36,939 | 44,714 |
Rooms | Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,738 | 7,542 | 11,304 | 10,301 |
Rooms | Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,643 | 6,158 | 12,163 | 9,233 |
Rooms | Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,193 | 5,587 | 12,414 | 8,175 |
Rooms | Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,433 | 9,719 | 20,210 | 13,600 |
Rooms | USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 13,176 | 15,344 | 29,476 | 34,526 |
Food and Beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 47,776 | 42,269 | 100,004 | 78,976 |
Food and Beverage | California | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,630 | 11,560 | 21,940 | 22,429 |
Food and Beverage | Puerto Rico | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,060 | 4,700 | 9,935 | 5,832 |
Food and Beverage | Arizona | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,268 | 11,786 | ||
Food and Beverage | Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,811 | 2,713 | 8,172 | 8,846 |
Food and Beverage | Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,630 | 9,742 | 19,129 | 19,264 |
Food and Beverage | Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,947 | 2,209 | 2,930 | 3,006 |
Food and Beverage | Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,650 | 1,120 | 2,646 | 1,626 |
Food and Beverage | Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,337 | 887 | 2,037 | 1,298 |
Food and Beverage | Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,721 | 3,403 | 11,209 | 5,733 |
Food and Beverage | USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,722 | 5,935 | 10,220 | 10,942 |
Other Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,794 | 20,098 | 47,340 | 40,079 |
Other Hotel | California | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,066 | 4,226 | 10,756 | 9,169 |
Other Hotel | Puerto Rico | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,087 | 2,908 | 6,224 | 3,796 |
Other Hotel | Arizona | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,043 | 4,659 | ||
Other Hotel | Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,689 | 1,633 | 4,672 | 4,764 |
Other Hotel | Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,665 | 6,589 | 12,336 | 13,632 |
Other Hotel | Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 412 | 411 | 767 | 740 |
Other Hotel | Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 349 | 309 | 631 | 520 |
Other Hotel | Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 411 | 316 | 823 | 625 |
Other Hotel | Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 426 | 572 | 859 | 992 |
Other Hotel | USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,646 | $ 3,134 | $ 5,613 | $ 5,841 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||
Land | $ 630,842 | $ 630,489 |
Buildings and improvements | 1,520,184 | 1,511,949 |
Furniture, fixtures and equipment | 157,626 | 147,019 |
Construction in progress | 39,444 | 22,890 |
Residences | 12,746 | 12,746 |
Total cost | 2,360,842 | 2,325,093 |
Accumulated depreciation | (470,484) | (440,492) |
Investments in hotel properties, net | $ 1,890,358 | $ 1,884,601 |
Investments in Hotel Properti_4
Investments in Hotel Properties, net - Impairment Charges and Insurance Recoveries (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 09, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 02, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Carrying value of the investment in OpenKey | $ 1,699,000 | $ 1,699,000 | $ 1,689,000 | ||||
Equity in earnings (loss) of unconsolidated entity | (75,000) | (148,000) | $ (146,000) | ||||
Investment in unconsolidated entity | 158,000 | 164,000 | |||||
OpenKey | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Aggregate equity method investments | 2,900,000 | 2,900,000 | |||||
Impairment | 0 | $ 0 | 0 | 0 | |||
Carrying value of the investment in OpenKey | $ 1,535,000 | $ 1,535,000 | $ 1,689,000 | ||||
Ownership interest in OpenKey (as a percent) | 7.90% | 7.90% | 7.90% | ||||
Equity in earnings (loss) of unconsolidated entity | $ (80,000) | $ (74,000) | $ (154,000) | $ (146,000) | |||
OpenKey Notes Receivable | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Carrying value of the investment in OpenKey | 164,000 | 164,000 | $ 0 | ||||
Equity in earnings (loss) of unconsolidated entity | $ 5,000 | 6,000 | |||||
Face amount for debt | $ 5,000,000 | ||||||
Investment, interest rate (as a percent) | 15% | ||||||
Investment in unconsolidated entity | $ 59,000 | $ 158,000 |
Indebtedness, net (Schedule of
Indebtedness, net (Schedule of Indebtedness) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 USD ($) extension | Jun. 01, 2023 | Apr. 18, 2023 extension | Apr. 17, 2023 | Apr. 04, 2023 extension | Apr. 03, 2023 | Jun. 30, 2023 USD ($) extension | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) extension | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2021 | |
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 1,140,430 | $ 1,140,430 | $ 1,140,430 | $ 1,336,750 | ||||||||
Capitalized default interest and late charges, net | 1,046 | 1,046 | 1,046 | 1,934 | ||||||||
Deferred loan costs, net | (3,616) | (3,616) | (3,616) | (5,054) | ||||||||
Premiums/(discounts), net | (1,902) | (1,902) | (1,902) | 500 | ||||||||
Indebtedness, net | $ 1,135,958 | $ 1,135,958 | $ 1,135,958 | $ 1,334,130 | ||||||||
LIBOR rate (as a percent) | 5.22% | 5.22% | 5.22% | 4.39% | ||||||||
SOFR rate (as a percent) | 5.14% | 5.14% | 5.14% | 4.36% | ||||||||
Repayments of debt | $ 196,355 | $ 68,000 | ||||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ 0 | 2,318 | $ 0 | ||||||||
Mortgages | Mortgage Loan 1 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 0 | 0 | $ 0 | $ 98,500 | ||||||||
Mortgages | Mortgage Loan 1 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.65% | 265% | ||||||||||
Mortgages | Mortgage Loan 1 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.75% | |||||||||||
Mortgages | Mortgage Loan 2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | 0 | 0 | $ 0 | 51,000 | ||||||||
Mortgages | Mortgage Loan 2 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.55% | 2.55% | ||||||||||
Mortgages | Mortgage Loan 3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | 40,000 | 40,000 | $ 40,000 | 40,000 | ||||||||
Mortgages | Mortgage Loan 3 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.65% | |||||||||||
Mortgages | Mortgage Loan 4 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 42,500 | $ 42,500 | $ 42,500 | 42,500 | ||||||||
Number of extension options | extension | 3 | 3 | 3 | |||||||||
Term of extension options (in years) | 1 year | |||||||||||
Mortgages | Mortgage Loan 4 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.95% | |||||||||||
LIBOR floor (as a percent) | 1% | |||||||||||
Mortgages | Mortgage Loan 5 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 98,000 | $ 98,000 | $ 98,000 | 0 | ||||||||
Number of extension options | extension | 1 | |||||||||||
Term of extension options (in years) | 6 months | |||||||||||
Mortgages | Mortgage Loan 5 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.60% | 360% | ||||||||||
Mortgages | Mortgage Loan 6 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | 51,000 | 51,000 | $ 51,000 | 0 | ||||||||
Number of extension options | extension | 1 | |||||||||||
Term of extension options (in years) | 6 months | |||||||||||
Mortgages | Mortgage Loan 6 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.65% | 265% | ||||||||||
Mortgages | Mortgage Loan 7 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | 54,000 | 54,000 | $ 54,000 | 54,000 | ||||||||
Mortgages | Mortgage Loan 7 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.20% | |||||||||||
Mortgages | Mortgage Loan 8 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | 195,000 | 195,000 | $ 195,000 | 195,000 | ||||||||
Mortgages | Mortgage Loan 8 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 1.70% | |||||||||||
Mortgages | Mortgage Loan 9 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 70,500 | $ 70,500 | $ 70,500 | 70,500 | ||||||||
Number of extension options | extension | 3 | 3 | 3 | |||||||||
Term of extension options (in years) | 1 year | |||||||||||
Mortgages | Mortgage Loan 9 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 0.0286% | |||||||||||
Mortgages | Mortgage Loan 10 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 0 | $ 0 | $ 0 | 54,000 | ||||||||
Gain (loss) on extinguishment of debt | $ 2,300 | |||||||||||
Mortgages | Mortgage Loan 10 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 0.06% | |||||||||||
Mortgages | Mortgage Loan 11 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 293,180 | $ 293,180 | $ 293,180 | $ 435,000 | ||||||||
Number of extension options | extension | 5 | 5 | 5 | |||||||||
Term of extension options (in years) | 1 year | |||||||||||
Repayments of debt | $ 142,000 | |||||||||||
Mortgages | Mortgage Loan 11 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.61% | 261% | 2.16% | |||||||||
Mortgages | Mortgage Loan 12 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | ||||||||
Mortgages | Mortgage Loan 12 | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.60% | |||||||||||
LIBOR floor (as a percent) | 1.50% | |||||||||||
Mortgages | Mortgage Loan 13 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | 80,000 | 80,000 | $ 80,000 | 80,000 | ||||||||
Mortgages | Mortgage Loan 13 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 1.95% | |||||||||||
Mortgages | Mortgage Loan 14 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | 100,000 | 100,000 | $ 100,000 | 100,000 | ||||||||
Mortgages | Mortgage Loan 14 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 0.0375% | |||||||||||
LIBOR floor (as a percent) | 1% | |||||||||||
Convertible Senior Notes | Convertible senior notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Indebtedness, gross | $ 86,250 | $ 86,250 | $ 86,250 | $ 86,250 | ||||||||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | 4.50% |
Indebtedness, net (Narrative) (
Indebtedness, net (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 18, 2023 USD ($) | May 31, 2021 USD ($) day $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Amortization of principal | $ 420 | $ 500 | $ 888 | $ 1,000 | ||
Gain (loss) on extinguishment of debt | $ 0 | 0 | 2,318 | 0 | ||
Net proceeds from long-term debt | 0 | 70,500 | ||||
Mortgages | Mortgage Loan 10 | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of long-term debt | $ 54,000 | |||||
Gain (loss) on extinguishment of debt | $ 2,300 | |||||
Convertible Senior Notes | Convertible senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 86,250 | |||||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | |||
Net proceeds from long-term debt | $ 82,800 | |||||
Coupon interest expense | $ 970 | 970 | $ 1,900 | 1,900 | ||
Discount amortization | $ 146 | $ 139 | $ 290 | $ 271 | ||
Conversion rate | 0.1577909 | |||||
Conversion price (in dollars per share) | $ / shares | $ 6.34 | |||||
Threshold percentage of stock price trigger | 130% | |||||
Threshold trading days | day | 20 | |||||
Threshold consecutive trading days | day | 30 | |||||
Redemption price, percentage (as a percent) | 100% |
Derivative Instruments (Details
Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Interest rate derivatives - caps | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 816,680 | $ 960,500 | |
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 816,680 | $ 959,000 | |
Interest rate derivatives - caps | Minimum | |||
Derivative [Line Items] | |||
Strike rate (as a percent) | 2% | 2% | |
Interest rate derivatives - caps | Maximum | |||
Derivative [Line Items] | |||
Strike rate (as a percent) | 5.25% | 4.50% | |
Interest rate derivatives - caps | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 496,180 | $ 556,500 | |
Total cost of interest rate caps (in thousands) | $ 3,400 | $ 1,145 | |
Interest rate derivatives - caps | Minimum | |||
Derivative [Line Items] | |||
Strike rate (as a percent) | 3.50% | 3.50% | |
Interest rate derivatives - caps | Maximum | |||
Derivative [Line Items] | |||
Strike rate (as a percent) | 5.25% | 4% |
Derivative Instruments - Warran
Derivative Instruments - Warrants (Details) - Mr. C Beverly Hills Hotel and Luxury Residences $ / shares in Units, $ in Millions | Aug. 05, 2021 USD ($) yr residence $ / shares shares | Jun. 30, 2023 shares |
Business Acquisition [Line Items] | ||
Number of real estate properties acquired | residence | 5 | |
Strike price of warrants (in dollars per share) | $ / shares | $ 6 | |
Warrants exercised (in shares) | 0 | |
Fair value of warrants | $ | $ 1.5 | |
Contractual Term | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input (as a percent) | yr | 3 | |
Volatility | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input (as a percent) | 0.9793 | |
Dividend Rate | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input (as a percent) | 0 | |
Risk-Free Interest Rate | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input (as a percent) | 0.0038 | |
Warrants | ||
Business Acquisition [Line Items] | ||
Consideration transferred, equity issued (in shares) | 500,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jun. 30, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Significance of current credit spreads to level 3 input considerations (as a percent) | 10% |
Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
SOFR interest rate forward curve (as a percent) | 0.05141 |
Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
SOFR interest rate forward curve (as a percent) | 0.03686 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 6,308 | $ 6,482 |
Derivative liabilities | (165) | (284) |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,308 | 6,482 |
Net | 6,143 | 6,198 |
Quoted Market Prices (Level 1) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Net | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,308 | 6,482 |
Net | 6,143 | 6,198 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Net | 0 | 0 |
Interest rate derivatives - caps | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,308 | 6,482 |
Interest rate derivatives - caps | Quoted Market Prices (Level 1) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Interest rate derivatives - caps | Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,308 | 6,482 |
Interest rate derivatives - caps | Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Warrants | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (165) | (284) |
Warrants | Quoted Market Prices (Level 1) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Warrants | Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (165) | (284) |
Warrants | Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Effect of Fair Value Measured Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gain (loss) on derivatives | $ 1,029 | $ 1,208 | $ 695 | $ 1,616 |
Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Net | 1,029 | 1,208 | 695 | 1,616 |
Fair Value, Recurring | Non-derivative assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (Loss) Recognized in Income, Asset | 1,013 | 43 | 576 | 886 |
Fair Value, Recurring | Derivative | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gain (loss) on derivatives | (1,253) | 1,208 | (3,454) | 1,616 |
Fair Value, Recurring | Interest rate derivatives - caps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gain (loss) on derivatives | (1,269) | 43 | (3,573) | 886 |
Realized gain (loss) on credit default swaps | 2,282 | 0 | 4,149 | 0 |
Fair Value, Recurring | Interest rate derivatives - caps | Derivative assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (Loss) Recognized in Income, Asset | 1,013 | 43 | 576 | 886 |
Fair Value, Recurring | Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gain (loss) on derivatives | 16 | 1,165 | 119 | 730 |
Fair Value, Recurring | Warrants | Derivative liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (Loss) Recognized in Income, Liability | $ 16 | $ 1,165 | $ 119 | $ 730 |
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 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Financial assets measured at fair value: | ||||
Derivative assets, Carrying Value | $ 6,308 | $ 6,482 | ||
Financial liabilities measured at fair value: | ||||
Derivative liabilities, Carrying Value | 165 | 284 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying Value | 128,025 | 261,541 | $ 251,032 | $ 215,998 |
Restricted cash, Carrying Value | 63,439 | 54,155 | $ 48,117 | $ 47,376 |
Accounts receivable, net, Carrying Value | 32,864 | 51,448 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying Value | 1,140,430 | 1,336,750 | ||
Accounts payable and accrued expenses, Carrying Value | 135,096 | 133,978 | ||
Dividends and distributions payable, Carrying Value | 8,917 | 8,184 | ||
Related Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties and nonrelated parties | 333 | 938 | ||
Financial liabilities not measured at fair value: | ||||
Due to related parties and nonrelated parties, Carrying Value | 4,558 | 10,005 | ||
Nonrelated Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties and nonrelated parties | 15,430 | 26,625 | ||
Financial liabilities not measured at fair value: | ||||
Due to related parties and nonrelated parties, Carrying Value | 1,579 | 2,096 | ||
Carrying Value | ||||
Financial assets measured at fair value: | ||||
Derivative assets, Carrying Value | 6,308 | 6,482 | ||
Financial liabilities measured at fair value: | ||||
Derivative liabilities, Carrying Value | 165 | 284 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying Value | 128,025 | 261,541 | ||
Restricted cash, Carrying Value | 63,439 | 54,155 | ||
Accounts receivable, net, Carrying Value | 32,864 | 51,448 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying Value | 1,138,528 | 1,337,250 | ||
Accounts payable and accrued expenses, Carrying Value | 135,096 | 133,978 | ||
Dividends and distributions payable, Carrying Value | 8,917 | 8,184 | ||
Carrying Value | Related Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties and nonrelated parties | 333 | 938 | ||
Financial liabilities not measured at fair value: | ||||
Due to related parties and nonrelated parties, Carrying Value | 4,558 | 10,005 | ||
Carrying Value | Nonrelated Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties and nonrelated parties | 15,430 | 26,625 | ||
Financial liabilities not measured at fair value: | ||||
Due to related parties and nonrelated parties, Carrying Value | 1,579 | 2,096 | ||
Estimated Fair Value | ||||
Financial assets measured at fair value: | ||||
Derivative assets, Estimated Fair Value | 6,308 | 6,482 | ||
Financial liabilities measured at fair value: | ||||
Derivative liabilities, Estimated Fair Value | 165 | 284 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Estimated Fair Value | 128,025 | 261,541 | ||
Restricted cash, Estimated Fair Value | 63,439 | 54,155 | ||
Accounts receivable, net, Estimated Fair Value | 32,864 | 51,448 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Estimated Fair Value | 135,096 | 133,978 | ||
Dividends and distributions payable, Estimated Fair Value | 8,917 | 8,184 | ||
Estimated Fair Value | Related Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties and nonrelated parties, Estimated Fair Value | 333 | 938 | ||
Financial liabilities not measured at fair value: | ||||
Due to related parties and nonrelated parties, Estimated fair value | 4,558 | 10,005 | ||
Estimated Fair Value | Nonrelated Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties and nonrelated parties, Estimated Fair Value | 15,430 | 26,625 | ||
Financial liabilities not measured at fair value: | ||||
Due to related parties and nonrelated parties, Estimated fair value | 1,579 | 2,096 | ||
Minimum | Estimated Fair Value | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated Fair Value | 1,050,061 | 1,229,671 | ||
Maximum | Estimated Fair Value | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated Fair Value | $ 1,160,595 | $ 1,359,110 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (in days) | 90 days | |
Indebtedness, Carrying Value | $ 1,140,430 | $ 1,336,750 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, Carrying Value | $ 1,138,528 | $ 1,337,250 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 92.20% | 92% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 101.90% | 101.60% |
Income (Loss) Per Share (Reconc
Income (Loss) Per Share (Reconciliation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net income (loss) attributable to common stockholders - basic and diluted: | ||||
Net income (loss) | $ (1,846) | $ 14,366 | $ 14,188 | $ 29,029 |
Less: dividends on preferred stock | (10,877) | (4,064) | (21,227) | (7,367) |
Deemed dividends on preferred stock | (301) | 0 | (2,755) | 0 |
Undistributed net income (loss) allocated to common stockholders | (16,359) | 9,413 | (16,463) | 19,854 |
Distributed and undistributed net income (loss) - basic | (13,068) | 10,120 | (9,883) | 21,268 |
Interest expense on Convertible Senior Notes | 1,108 | 2,211 | ||
Distributed and undistributed net income (loss) - diluted | $ (13,068) | $ 13,409 | $ (9,883) | $ 27,080 |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding – basic (in shares) | 65,806 | 70,740 | 68,378 | 68,325 |
Effect of assumed exercise of warrants (in shares) | 0 | 0 | 0 | 1 |
Effect of assumed conversion of Convertible Senior Notes (in shares) | 0 | 13,610 | 0 | 13,610 |
Weighted average common shares outstanding – diluted (in shares) | 65,806 | 107,669 | 68,378 | 98,798 |
Income (loss) per share - basic: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.20) | $ 0.14 | $ (0.14) | $ 0.31 |
Income (loss) per share - diluted: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.20) | $ 0.12 | $ (0.14) | $ 0.27 |
Series E Preferred Stock | ||||
Net income (loss) attributable to common stockholders - basic and diluted: | ||||
Dividends on preferred stock | $ 7,986 | $ 2,053 | $ 15,520 | $ 3,452 |
Weighted average common shares outstanding: | ||||
Effect of assumed conversion of preferred stock (in shares) | 0 | 22,207 | 0 | 16,232 |
Series M Preferred Stock | ||||
Net income (loss) attributable to common stockholders - basic and diluted: | ||||
Dividends on preferred stock | $ 1,008 | $ 128 | $ 1,941 | $ 149 |
Weighted average common shares outstanding: | ||||
Effect of assumed conversion of preferred stock (in shares) | 0 | 1,112 | 0 | 630 |
Performance shares | ||||
Net income (loss) attributable to common stockholders - basic and diluted: | ||||
Net income (loss) | $ 0 | $ (95) | $ 0 | $ (207) |
Less: dividends on common stock | (36) | (7) | (72) | (14) |
Restricted Stock | ||||
Net income (loss) attributable to common stockholders - basic and diluted: | ||||
Net income (loss) | 0 | (74) | 0 | (161) |
Less: dividends on common stock | (8) | (6) | (17) | (12) |
Common Stock | ||||
Net income (loss) attributable to common stockholders - basic and diluted: | ||||
Less: dividends on common stock | $ (3,291) | $ (707) | $ (6,580) | $ (1,414) |
Income (Loss) Per Share (Antidi
Income (Loss) Per Share (Antidilutive) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Total | $ 10,589 | $ 2,086 | $ 23,988 | $ 4,323 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 138,207 | 10,018 | 137,070 | 10,004 |
Series E Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 7,986 | $ 2,053 | $ 15,520 | $ 3,452 |
Series M Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | 1,008 | 128 | 1,941 | 149 |
Restricted Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Income (loss) allocated to unvested shares | $ 8 | $ 80 | $ 17 | $ 173 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 34 | 0 | 25 |
Performance shares | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Income (loss) allocated to unvested shares | $ 36 | $ 102 | $ 72 | $ 221 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 340 | 0 | 346 | 1 |
Operating Partnership Units | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (925) | $ 846 | $ (664) | $ 1,813 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 5,172 | 5,868 | 5,576 | 5,862 |
Equity Unit Purchase Agreements | Series B Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 1,058 | $ 1,058 | $ 2,116 | $ 2,116 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 4,116 | 4,116 | 4,116 | 4,116 |
Equity Unit Purchase Agreements | Series E Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 8,162 | $ 0 | $ 17,892 | $ 0 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 102,751 | 0 | 101,478 | 0 |
Equity Unit Purchase Agreements | Series M Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 1,133 | $ 0 | $ 2,324 | $ 0 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 12,219 | 0 | 11,945 | 0 |
Convertible Senior Notes | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Interest expense on Convertible Senior Notes | $ 1,117 | $ 0 | $ 2,231 | $ 0 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 13,609 | 0 | 13,609 | 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests in Operating Partnership (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||
May 12, 2023 USD ($) shares | May 10, 2023 USD ($) shares | Feb. 24, 2023 USD ($) day shares | Mar. 31, 2023 $ / shares shares | Jun. 30, 2023 $ / shares shares | |
Noncontrolling Interest [Line Items] | |||||
Redemption/conversion of operating partnership units (in shares) | 32,500 | ||||
Fair value of common units converted | $ | $ 123 | ||||
Long Term Incentive Plan Units and Performance Long Term Incentive Plan Units | |||||
Noncontrolling Interest [Line Items] | |||||
Units outstanding (in shares) | 3,800,000 | ||||
Long Term Incentive Plan Units | |||||
Noncontrolling Interest [Line Items] | |||||
Vesting period (in years) | 3 years | ||||
Common partnership unit per converted long term incentive plan unit (in shares) | 1 | ||||
Units outstanding (in shares) | 2,400,000 | ||||
Granted (in shares) | 45,000 | ||||
Fair value of vested restricted stock | $ | $ 182 | ||||
Units which have not reached full economic parity with the common units (in shares) | 614,000 | ||||
Performance long term incentive plan units | |||||
Noncontrolling Interest [Line Items] | |||||
Vesting period (in years) | 3 years | 3 years | |||
Granted (in shares) | 353,000 | ||||
Fair value of awards (in dollars per share) | $ / shares | $ 3.86 | $ 4.07 | |||
Units which have not reached full economic parity with the common units (in shares) | 1,200,000 | ||||
Redemption/conversion of operating partnership units (in shares) | 1,423,777 | ||||
Threshold consecutive trading days | day | 10 | ||||
Fair value of common units converted | $ | $ 7,000 | ||||
Performance long term incentive plan units | Redemption, One | |||||
Noncontrolling Interest [Line Items] | |||||
Redemption/conversion of operating partnership units (in shares) | 169,523 | ||||
Performance long term incentive plan units | Redemption, Two | |||||
Noncontrolling Interest [Line Items] | |||||
Redemption/conversion of operating partnership units (in shares) | 1,254,254 | ||||
Minimum | Performance long term incentive plan units | |||||
Noncontrolling Interest [Line Items] | |||||
Award performance target (as a percent) | 0% | ||||
Maximum | Performance long term incentive plan units | |||||
Noncontrolling Interest [Line Items] | |||||
Award performance target (as a percent) | 200% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests in Operating Partnership (Redeemable Noncontrolling Interests) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interests in Braemar OP (in thousands) | $ 35,174 | $ 35,174 | $ 40,555 | ||
Adjustments to redeemable noncontrolling interests | (11) | $ 4,594 | (7) | $ 208 | |
Braemar Hotels & Resorts, Inc. | |||||
Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interests in Braemar OP (in thousands) | $ 35,174 | 35,174 | 40,555 | ||
Adjustments to redeemable noncontrolling interests | $ 77 | $ 70 | |||
Ownership percentage of operating partnership | 6.63% | 6.63% | 7.69% |
Redeemable Noncontrolling Int_5
Redeemable Noncontrolling Interests in Operating Partnership (Allocated Redeemable Noncontrolling Interests) (For 10K) - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 925 | $ (846) | $ 664 | $ (1,813) |
Distributions declared to holders of common units, LTIP units and Performance LTIP units | $ 361 | $ 84 | $ 722 | $ 167 |
Equity and Stock-Based Compen_3
Equity and Stock-Based Compensation (Common Stock Dividends) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Equity [Abstract] | ||||
Dividends declared – common stock ($0.10 /share) | $ 3,335 | $ 720 | $ 6,669 | $ 1,440 |
Equity and Stock-Based Compen_4
Equity and Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 07, 2022 | |
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Purchase of common stock, value | $ 4 | $ (5) | $ 19,254 | $ 547 | ||||
Stock Repurchase Program | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||
Share repurchase program authorized amount | $ 25,000 | |||||||
Shares of stock repurchased during period (in shares) | 3,900,000 | |||||||
Purchase of common stock, value | $ 18,900 | |||||||
Series D Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock dividend rate (as a percent) | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | |||
Annual preferred stock dividend (in dollars per share) | $ 2.0625 | |||||||
Performance shares | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 383,000,000 | |||||||
Award service period (in years) | 3 years | |||||||
Vesting period (in years) | 3 years | 3 years | ||||||
Fair value of awards | $ 1,600 | $ 1,600 | ||||||
Performance shares | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Award performance target (as a percent) | 0% | |||||||
Performance shares | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Award performance target (as a percent) | 200% | |||||||
Restricted Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 45,000 | |||||||
Fair value of vested restricted stock | $ 182 |
Equity and Stock-Based Compen_5
Equity and Stock-Based Compensation (Preferred Stock Dividends) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Series D Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Series D Cumulative Preferred Stock | $ 825,000 | $ 825,000 | $ 1,650,000 | $ 1,650,000 |
Redeemable Preferred Stock - Is
Redeemable Preferred Stock - Issuance Activity (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 02, 2021 $ / shares shares | Jun. 30, 2023 $ / shares | Jun. 30, 2022 | Jun. 30, 2023 day $ / shares | Jun. 30, 2022 | Dec. 31, 2022 $ / shares | |
Series B Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, dividend rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |
Initial conversion/redemption price (in dollars per share) | $ 18.70 | $ 18.70 | ||||
Temporary equity conversion rate | 1.3372 | |||||
Annual preferred stock dividend (in dollars per share) | $ 1.375 | |||||
Consecutive trading days | day | 45 | |||||
Days ending prior to notice of conversion | 3 days | |||||
Redemption price (in dollars per share) | $ 25 | $ 25 | ||||
Redemption percent of liquidation preference | 103% | 103% | ||||
Liquidation preference per share (in dollars per share) | $ 25 | $ 25 | ||||
Temporary equity, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Series B Preferred Stock | Minimum | ||||||
Class of Stock [Line Items] | ||||||
Percent of conversion price | 110% | 110% | ||||
Series E Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Initial conversion/redemption price (in dollars per share) | $ 25 | $ 25 | ||||
Temporary equity conversion rate | 5.69476 | |||||
Temporary equity, par value (in dollars per share) | 0.01 | $ 0.01 | 0.01 | |||
Sale of temporary equity, offering price (in dollars per share) | $ 25 | $ 25 | ||||
Period of preferred dividends in arrears (in months) | 18 months | |||||
Redemption fee, percent of stated value on the original issue date | 8% | 8% | ||||
Redemption fee, percent of stated value beginning on the first anniversary | 5% | 5% | ||||
Redemption fee, percent of stated value beginning on the third anniversary | 0% | 0% | ||||
Series E Preferred Stock | Initial Closing Date | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, dividend rate (as a percent) | 0.0008% | |||||
Series E Preferred Stock | First Anniversary From Initial Closing Date | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, dividend rate (as a percent) | 0.0775% | |||||
Series E Preferred Stock | Second Anniversary From Initial Closing Date | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, dividend rate (as a percent) | 0.00075% | |||||
Series E Preferred Stock | Equity Distribution Agreements | ||||||
Class of Stock [Line Items] | ||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 20,000,000 | |||||
Sale of temporary equity, offering price (in dollars per share) | $ 25 | |||||
Series E Preferred Stock | Dividend Reinvestment Plan | ||||||
Class of Stock [Line Items] | ||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 8,000,000 | |||||
Sale of temporary equity, offering price (in dollars per share) | $ 25 | |||||
Series M Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, dividend rate (as a percent) | 0.00082% | |||||
Initial conversion/redemption price (in dollars per share) | $ 25 | $ 25 | ||||
Temporary equity conversion rate | 5.69476 | |||||
Temporary equity, par value (in dollars per share) | 0.01 | 0.01 | $ 0.01 | $ 0.01 | ||
Sale of temporary equity, offering price (in dollars per share) | $ 25 | $ 25 | $ 25 | |||
Period of preferred dividends in arrears (in months) | 18 months | |||||
Redemption fee, percent of stated value on the original issue date | 1.50% | 1.50% | ||||
Redemption fee, percent of stated value beginning on the first anniversary | 0% | 0% | ||||
Dividend rate (in dollars per share) | $ 2.05 | |||||
Dividend rate increase each year from original issuance (as a percent) | 0.10% | |||||
Dividend rate, maximum percentage of stated value | 8.70% | 8.70% | ||||
Series M Preferred Stock | Equity Distribution Agreements | ||||||
Class of Stock [Line Items] | ||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 20,000,000 | |||||
Sale of temporary equity, offering price (in dollars per share) | $ 25 | |||||
Series M Preferred Stock | Dividend Reinvestment Plan | ||||||
Class of Stock [Line Items] | ||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 8,000,000 | |||||
Sale of temporary equity, offering price (in dollars per share) | $ 25 |
Redeemable Preferred Stock - Co
Redeemable Preferred Stock - Convertible Preferred Stock Series B Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||
Series Preferred Stock | $ 10,877 | $ 4,064 | $ 21,227 | $ 7,367 |
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Series Preferred Stock | $ 1,058 | $ 1,058 | $ 2,116 | $ 2,116 |
Redeemable Preferred Stock - Se
Redeemable Preferred Stock - Series E Activity (Details) - Series E Preferred Stock - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||
Units issued (in shares) | 0 | 1,312 | 3,798 | 2,789 |
Net proceeds | $ 0 | $ 29,518 | $ 85,444 | $ 62,754 |
Redeemable Preferred Stock - Va
Redeemable Preferred Stock - Value Adjustment Series E (Details) - Series E Preferred Stock - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Series preferred stock | $ 379,403 | $ 291,076 |
Cumulative adjustments to Series Preferred Stock | $ 11,775 | $ 9,403 |
Redeemable Preferred Stock - _2
Redeemable Preferred Stock - Series E Dividend Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Series E Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividends on preferred stock | $ 7,986 | $ 2,053 | $ 15,520 | $ 3,452 |
Redeemable Preferred Stock - _3
Redeemable Preferred Stock - Series E Redemption Activity (Details) - Series E Preferred Stock - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||
Preferred Stock shares redeemed (in shares) | 21 | 2 | 32 | 2 |
Redemption amount, net of redemption fees | $ 507 | $ 50 | $ 789 | $ 50 |
Redeemable Preferred Stock - _4
Redeemable Preferred Stock - Issuance Activity Series M (Details) - Series M Preferred Stock - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||
Units issued (in shares) | 0 | 334 | 531 | 367 |
Net proceeds | $ 0 | $ 8,087 | $ 12,869 | $ 8,897 |
Redeemable Preferred Stock - _5
Redeemable Preferred Stock - Series M Redemption Activity (Details) - Series M Preferred Stock - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Series preferred stock | $ 48,405 | $ 35,182 |
Cumulative adjustments to Series Preferred Stock | $ 1,195 | $ 812 |
Redeemable Preferred Stock - _6
Redeemable Preferred Stock - Series M Dividend Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Series M Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividends on preferred stock | $ 1,008 | $ 128 | $ 1,941 | $ 149 |
Redeemable Preferred Stock - _7
Redeemable Preferred Stock - Series M Preferred Stock Activity (Details) - Series M Preferred Stock - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||
Preferred Stock shares redeemed (in shares) | 4 | 0 | 5 | 0 |
Redemption amount, net of redemption fees | $ 90 | $ 0 | $ 115 | $ 0 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (For 10Q) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jan. 27, 2022 USD ($) | Dec. 31, 2020 USD ($) | Aug. 08, 2018 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) hotel | Jun. 30, 2022 USD ($) hotel | Jun. 30, 2023 USD ($) hotel | Jun. 30, 2022 USD ($) hotel | Jun. 01, 2023 | Dec. 31, 2022 USD ($) | Sep. 27, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Base fee, net asset fee adjustment (as a percent) | 0.70% | 0.70% | |||||||||
Minimum base fee (as a percent) | 90% | 90% | |||||||||
Term of advisory agreement (in years) | 3 years | ||||||||||
Related party agreement term | 12 months | ||||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | ||||||||||
Advisory agreement, percent of total construction costs | 6.50% | ||||||||||
Advisory agreement, construction management fees (as a percent) | 10% | ||||||||||
Advisory agreement, interior design fees (as a percent) | 6% | ||||||||||
Advisory agreement, FF&E purchasing fees (as a percent) | 8% | ||||||||||
Advisory Agreement, FF&E purchasing fees, freight and tax threshold | $ 2,000,000 | ||||||||||
Advisory Agreement, FF&E purchasing fees, with freight and tax threshold (as a percent) | 6% | ||||||||||
Number of hotel properties | hotel | 16 | 15 | 16 | 15 | |||||||
Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 45% | 50% | |||||||||
Ashford Inc. | Ashford Trust | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 45% | 0% | |||||||||
Ashford Inc. | Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 10% | 50% | |||||||||
Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties, net | $ 333,000 | $ 333,000 | $ 938,000 | ||||||||
Due to related parties and nonrelated parties | 4,558,000 | 4,558,000 | 10,005,000 | ||||||||
Design and construction fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of project costs | 4% | ||||||||||
REIT Cash Management Strategies Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual fee, average daily balance of funds | 0.0020 | ||||||||||
Nonrefundable Work Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advisory services, amount paid | 150,000 | 150,000 | |||||||||
Fees From Lismore | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advisory services, amount paid | $ 98,000 | $ 0 | $ 98,000 | $ 637,000 | |||||||
Remington Hospitality | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of hotel properties managed by related party | hotel | 4 | 4 | |||||||||
Remington Hospitality | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties, net | 365,000 | ||||||||||
Due to related parties and nonrelated parties | $ 365,000 | $ 365,000 | |||||||||
Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Funding amount | $ 18,000,000 | ||||||||||
Amount funded | 17,900,000 | 17,900,000 | 5,800,000 | ||||||||
Paid to affiliate | $ 8,700,000 | ||||||||||
Pre-funded balance | 1,900,000 | 1,900,000 | |||||||||
Ashford Inc. | Other Assets | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amounts payable | $ 6,600,000 | ||||||||||
Ashford Inc. | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties and nonrelated parties | $ 1,500,000 | 1,500,000 | |||||||||
Minimum | Management fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly property management fee | $ 16,000 | ||||||||||
Property management fee, percent | 3% | ||||||||||
Minimum | Remington Hospitality | Management fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly property management fee | $ 16,000 | ||||||||||
Property management fee, percent | 3% |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Advisory Services Fee) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Advisory services fee | $ 8,215 | $ 6,305 | $ 16,163 | $ 13,627 |
Ashford LLC | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 8,215 | 6,305 | 16,163 | 13,627 |
Ashford LLC | Related Party | Base advisory fee | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 3,667 | 3,226 | 7,307 | 6,165 |
Ashford LLC | Related Party | Reimbursable expenses | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 2,042 | 1,173 | 4,064 | 2,269 |
Ashford LLC | Related Party | Equity-based compensation | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 2,506 | 2,637 | 4,792 | 4,947 |
Ashford LLC | Related Party | Incentive fee | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | $ 0 | $ (731) | $ 0 | $ 246 |
Related Party Transactions (S_2
Related Party Transactions (Schedule of Reimbursed Operating Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Ashford Inc. | ||||
Related Party Transaction [Line Items] | ||||
Corporate, general and administrative | $ 1,024 | $ 664 | $ 2,219 | $ 1,191 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (For 10Q) (Details) | 6 Months Ended | |||
Aug. 05, 2021 | Jun. 30, 2023 USD ($) hotel | Jun. 30, 2022 hotel | Dec. 20, 2016 hotel managementCompany | |
Loss Contingencies [Line Items] | ||||
Number of hotel properties | hotel | 16 | 15 | ||
Class Action Lawsuit, California Employment Laws | ||||
Loss Contingencies [Line Items] | ||||
Number of hotel management companies | managementCompany | 1 | |||
Number of hotel properties | hotel | 2 | |||
Amounts accrued | $ | $ 0 | |||
Intellectual Property Sublease Agreement | ||||
Loss Contingencies [Line Items] | ||||
Licensing fee, percent fee of total operating revenue | 1% | |||
Licensing fee, percent fee of gross food and beverage revenues | 2% | |||
Licensing fee, percent fee of food and beverage profits | 25% | |||
Minimum | Management fees | ||||
Loss Contingencies [Line Items] | ||||
Monthly property management fee | $ | $ 16,000 | |||
Property management fee, percent | 3% | |||
Minimum | Restricted cash | ||||
Loss Contingencies [Line Items] | ||||
Replacement reserve escrow as percentage of property revenue | 3% | |||
Minimum | Management fees | ||||
Loss Contingencies [Line Items] | ||||
Property management fee, percent | 3% | |||
Maximum | Restricted cash | ||||
Loss Contingencies [Line Items] | ||||
Replacement reserve escrow as percentage of property revenue | 5% | |||
Maximum | Management fees | ||||
Loss Contingencies [Line Items] | ||||
Property management fee, percent | 5% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Licensing Fees Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Commitments [Line Items] | ||||
Other hotel expenses | $ 125,247 | $ 113,653 | $ 261,344 | $ 212,220 |
Intellectual Property Sublease Agreement | ||||
Other Commitments [Line Items] | ||||
Other hotel expenses | $ 172 | $ 189 | $ 374 | $ 291 |
Segment Reporting (Details)
Segment Reporting (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - Credit Agreement - Subsequent Event $ in Millions | Jul. 31, 2023 USD ($) |
Line of Credit | |
Subsequent Event [Line Items] | |
Face amount of debt | $ 200 |
Higher borrowing capacity | $ 400 |
Percentage of appraised value | 55% |
Debt term | 3 years |
Term of extension options (in years) | 1 year |
Interest rate (as a percent) | 7.50% |
Debt service coverage, minimum | 1.75 |
Percentage of outstanding debt amount | 0.20% |
Additional basis points to interest rate | 10 |
Variable rate floor (as a percent) | 0% |
Debt default basis spread rate | 2% |
Consolidated leverage ratio, maximum (as a percent) | 0.55 |
Consolidated fixed charge coverage ratio, at the end of the year | 1.1 |
Consolidated fixed charge coverage ratio, thereafter | 1.25 |
Line of Credit | US Treasury (UST) Interest Rate | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (as a percent) | 2.50% |
Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR) | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (as a percent) | 2.25% |
Line of Credit | Maximum | Secured Overnight Financing Rate (SOFR) | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (as a percent) | 3% |
Term Loan | |
Subsequent Event [Line Items] | |
Face amount of debt | $ 150 |
Revolving Credit Facility | Line of Credit | |
Subsequent Event [Line Items] | |
Borrowing capacity | 50 |
Proceeds from debt | $ 46 |