Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-31775 | |
Entity Registrant Name | ASHFORD HOSPITALITY TRUST, INC | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 86-1062192 | |
Entity Address, Address Line One | 14185 Dallas Parkway | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,628,248 | |
Entity Central Index Key | 0001232582 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | AHT | |
Security Exchange Name | NYSE | |
Series D Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series D | |
Trading Symbol | AHT-PD | |
Security Exchange Name | NYSE | |
Series F Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series F | |
Trading Symbol | AHT-PF | |
Security Exchange Name | NYSE | |
Series G Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series G | |
Trading Symbol | AHT-PG | |
Security Exchange Name | NYSE | |
Series H Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series H | |
Trading Symbol | AHT-PH | |
Security Exchange Name | NYSE | |
Series I Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series I | |
Trading Symbol | AHT-PI | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Investments in hotel properties, net | $ 3,484,019 | $ 4,108,443 |
Cash and cash equivalents | 120,916 | 262,636 |
Restricted cash | 89,495 | 135,571 |
Marketable securities | 1,741 | 14,591 |
Accounts receivable, net of allowance of $757 and $698, respectively | 19,379 | 39,638 |
Inventories | 2,753 | 4,346 |
Notes receivable, net | 8,121 | 7,709 |
Investment in unconsolidated entity | 2,980 | 2,829 |
Deferred costs, net | 1,902 | 2,897 |
Prepaid expenses | 20,099 | 21,886 |
Derivative assets, net | 1,680 | 1,691 |
Operating lease right-of-use assets | 45,250 | 49,995 |
Other assets | 25,942 | 17,932 |
Intangible assets | 797 | 797 |
Due from related parties, net | 6,015 | 3,019 |
Due from third-party hotel managers | 13,187 | 17,368 |
Total assets | 3,844,276 | 4,691,348 |
Liabilities: | ||
Indebtedness, net | 3,739,737 | 4,106,518 |
Accounts payable and accrued expenses | 100,110 | 124,226 |
Accrued interest payable | 91,274 | 10,115 |
Dividends and distributions payable | 868 | 20,849 |
Due to Ashford Inc., net | 4,885 | 6,570 |
Due to third-party hotel managers | 344 | 2,509 |
Intangible liabilities, net | 2,277 | 2,337 |
Operating lease liabilities | 45,456 | 53,270 |
Derivative liabilities, net | 0 | 42 |
Other liabilities | 5,462 | 25,776 |
Total liabilities | 3,990,413 | 4,352,212 |
Commitments and contingencies (note 16) | ||
Redeemable noncontrolling interests in operating partnership | 20,532 | 69,870 |
Equity (deficit): | ||
Common stock, $0.01 par value, 400,000,000 shares authorized, 14,628,248 and 10,210,360 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 146 | 102 |
Additional paid-in capital | 1,842,470 | 1,826,472 |
Accumulated deficit | (2,009,775) | (1,558,038) |
Total stockholders’ equity (deficit) of the Company | (166,933) | 268,762 |
Noncontrolling interest in consolidated entities | 264 | 504 |
Total equity (deficit) | (166,669) | 269,266 |
Total liabilities and equity/deficit | 3,844,276 | 4,691,348 |
Series D Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 24 | 24 |
Series F Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 48 | 48 |
Series G Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 62 | 62 |
Series H Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 38 | 38 |
Series I Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | $ 54 | $ 54 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Allowance for doubtful accounts receivable | $ 757 | $ 698 |
Equity (deficit): | ||
Preferred stock, par value (in dollars per shares) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 14,628,248 | 10,210,360 |
Common stock, shares outstanding (in shares) | 14,628,248 | 10,210,360 |
Series D Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 2,389,393 | 2,389,393 |
Preferred stock, shares outstanding (in shares) | 2,389,393 | 2,389,393 |
Series F Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 4,800,000 | 4,800,000 |
Preferred stock, shares outstanding (in shares) | 4,800,000 | 4,800,000 |
Series G Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 6,200,000 | 6,200,000 |
Preferred stock, shares outstanding (in shares) | 6,200,000 | 6,200,000 |
Series H Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 3,800,000 | 3,800,000 |
Preferred stock, shares outstanding (in shares) | 3,800,000 | 3,800,000 |
Series I Preferred Stock | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 5,400,000 | 5,400,000 |
Preferred stock, shares outstanding (in shares) | 5,400,000 | 5,400,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUE | ||||
Total revenue | $ 93,043 | $ 374,237 | $ 417,985 | $ 1,148,103 |
Hotel operating expenses: | ||||
Total hotel expenses | 83,150 | 238,909 | 351,415 | 719,088 |
Property taxes, insurance and other | 20,876 | 21,972 | 62,048 | 64,131 |
Depreciation and amortization | 62,909 | 67,906 | 194,275 | 202,595 |
Impairment charges | 29,926 | 0 | 85,144 | 6,533 |
Transaction costs | 0 | 0 | 0 | 2 |
Advisory services fee | 12,333 | 15,964 | 37,848 | 48,549 |
Corporate, general and administrative | 8,004 | 2,410 | 16,204 | 7,928 |
Total expenses | 217,198 | 347,161 | 746,934 | 1,048,826 |
Gain (loss) on sale of assets and hotel properties | (40,370) | 2,362 | (36,753) | 2,923 |
OPERATING INCOME (LOSS) | (164,525) | 29,438 | (365,702) | 102,200 |
Equity in earnings (loss) of unconsolidated entities | (121) | (278) | (279) | (2,208) |
Interest income | 12 | 836 | 664 | 2,402 |
Other income (expense) | (6,179) | (328) | (7,806) | (982) |
Interest expense and amortization of premiums and loan costs | (66,994) | (66,356) | (212,161) | (200,509) |
Write-off of premiums, loan costs and exit fees | (9,469) | (426) | (11,499) | (2,578) |
Gain (loss) on extinguishment of debt | 90,325 | 0 | 90,325 | 0 |
Unrealized gain (loss) on marketable securities | (758) | 315 | (1,756) | 1,721 |
Unrealized gain (loss) on derivatives | 6,449 | (2,536) | 11,063 | (4,054) |
INCOME (LOSS) BEFORE INCOME TAXES | (151,260) | (39,335) | (497,151) | (104,008) |
Income tax (expense) benefit | (366) | 249 | 1,519 | (3,052) |
NET INCOME (LOSS) | (151,626) | (39,086) | (495,632) | (107,060) |
(Income) loss attributable to noncontrolling interest in consolidated entities | 72 | (10) | 240 | 2 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 22,273 | 7,919 | 77,294 | 21,582 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (129,281) | (31,177) | (418,098) | (85,476) |
Preferred dividends | (10,644) | (10,645) | (31,932) | (31,933) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (139,925) | $ (41,822) | $ (450,030) | $ (117,409) |
Basic: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (11.89) | $ (4.21) | $ (41.92) | $ (11.87) |
Weighted average common shares outstanding – basic (in shares) | 11,767 | 9,997 | 10,721 | 9,979 |
Diluted: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (11.89) | $ (4.21) | $ (41.92) | $ (11.87) |
Weighted average common shares outstanding – diluted (in shares) | 11,767 | 9,997 | 10,721 | 9,979 |
Total hotel revenue | ||||
REVENUE | ||||
Total revenue | $ 92,710 | $ 373,193 | $ 416,604 | $ 1,144,864 |
Rooms | ||||
REVENUE | ||||
Total revenue | 79,599 | 301,704 | 332,845 | 910,337 |
Hotel operating expenses: | ||||
Total hotel expenses | 19,752 | 66,434 | 84,860 | 195,260 |
Food and beverage | ||||
REVENUE | ||||
Total revenue | 5,000 | 53,738 | 54,147 | 182,097 |
Hotel operating expenses: | ||||
Total hotel expenses | 4,904 | 40,089 | 43,268 | 125,534 |
Other hotel revenue and expenses | ||||
REVENUE | ||||
Total revenue | 8,111 | 17,751 | 29,612 | 52,430 |
Hotel operating expenses: | ||||
Total hotel expenses | 53,424 | 118,993 | 203,279 | 357,129 |
Other | ||||
REVENUE | ||||
Total revenue | 333 | 1,044 | 1,381 | 3,239 |
Management fees | ||||
Hotel operating expenses: | ||||
Total hotel expenses | $ 5,070 | $ 13,393 | $ 20,008 | $ 41,165 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (151,626) | $ (39,086) | $ (495,632) | $ (107,060) |
Other comprehensive income (loss), net of tax: | ||||
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (151,626) | (39,086) | (495,632) | (107,060) |
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 72 | (10) | 240 | 2 |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 22,273 | 7,919 | 77,294 | 21,582 |
Comprehensive income (loss) attributable to the Company | $ (129,281) | $ (31,177) | $ (418,098) | $ (85,476) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Series D Preferred Stock | Series F Preferred Stock | Series G Preferred Stock | Series H Preferred Stock | Series I Preferred Stock | Common Stock | Impact of adoption of new accounting standard | Preferred StockSeries D Preferred Stock | Preferred StockSeries F Preferred Stock | Preferred StockSeries G Preferred Stock | Preferred StockSeries H Preferred Stock | Preferred StockSeries I Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitSeries D Preferred Stock | Accumulated DeficitSeries F Preferred Stock | Accumulated DeficitSeries G Preferred Stock | Accumulated DeficitSeries H Preferred Stock | Accumulated DeficitSeries I Preferred Stock | Accumulated DeficitCommon Stock | Accumulated DeficitImpact of adoption of new accounting standard | Noncontrolling Interests In Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership |
Beginning balance, shares (in shares) at Dec. 31, 2018 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,104 | |||||||||||||||||||
Beginning balance, value at Dec. 31, 2018 | $ 453,105 | $ 1,755 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 101 | $ 1,815,182 | $ (1,363,020) | $ 1,755 | $ 616 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Purchases of common stock (in shares) | (21) | ||||||||||||||||||||||||
Purchases of common stock | (1,031) | (1,031) | |||||||||||||||||||||||
Equity-based compensation | 9,251 | 9,251 | $ 5,612 | ||||||||||||||||||||||
Forfeitures of restricted shares (in shares) | (6) | ||||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 134 | ||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 1 | (1) | 28 | |||||||||||||||||||||
Common stock offering costs | (91) | (91) | |||||||||||||||||||||||
Dividends declared | $ (3,786) | $ (6,637) | $ (8,572) | $ (5,344) | $ (7,594) | $ (24,895) | $ (23,841) | $ (3,786) | $ (6,637) | $ (8,572) | $ (5,344) | $ (7,594) | $ (24,895) | ||||||||||||
Distributions to noncontrolling interests | 0 | (5,256) | |||||||||||||||||||||||
Redemption value adjustment | (10,842) | (10,842) | 10,842 | ||||||||||||||||||||||
Net income (loss) | (85,478) | (85,476) | (2) | (21,582) | |||||||||||||||||||||
Ending balance, shares (in shares) at Sep. 30, 2019 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,211 | |||||||||||||||||||
Ending balance, value at Sep. 30, 2019 | 309,841 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 102 | 1,823,310 | (1,514,411) | 614 | |||||||||||||||
Beginning balance, value at Dec. 31, 2018 | 80,743 | ||||||||||||||||||||||||
Redeemable Noncontrolling Interests in Operating Partnership | |||||||||||||||||||||||||
Equity-based compensation | 9,251 | 9,251 | 5,612 | ||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 1 | (1) | 28 | |||||||||||||||||||||
Issuance of units for hotel acquisition | 0 | 7,854 | |||||||||||||||||||||||
Distributions to noncontrolling interests | 0 | (5,256) | |||||||||||||||||||||||
Redemption value adjustment | (10,842) | (10,842) | 10,842 | ||||||||||||||||||||||
Net income (loss) | (85,478) | (85,476) | (2) | (21,582) | |||||||||||||||||||||
Ending balance, value at Sep. 30, 2019 | 78,241 | ||||||||||||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2018 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,104 | |||||||||||||||||||
Beginning balance, value at Dec. 31, 2018 | 453,105 | $ 1,755 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 101 | 1,815,182 | (1,363,020) | $ 1,755 | 616 | |||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2019 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,210 | |||||||||||||||||||
Ending balance, value at Dec. 31, 2019 | 269,266 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 102 | 1,826,472 | (1,558,038) | 504 | |||||||||||||||
Beginning balance, value at Dec. 31, 2018 | 80,743 | ||||||||||||||||||||||||
Ending balance, value at Dec. 31, 2019 | 69,870 | 69,870 | |||||||||||||||||||||||
Beginning balance, shares (in shares) at Jun. 30, 2019 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,213 | |||||||||||||||||||
Beginning balance, value at Jun. 30, 2019 | 367,204 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 102 | 1,820,096 | (1,453,824) | 604 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Equity-based compensation | 3,214 | 3,214 | 1,691 | ||||||||||||||||||||||
Forfeitures of restricted shares (in shares) | (2) | ||||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Dividends declared | (1,262) | (2,212) | (2,857) | (1,782) | (2,532) | $ (6,222) | $ (5,997) | (1,262) | (2,212) | (2,857) | (1,782) | (2,532) | $ (6,222) | ||||||||||||
Distributions to noncontrolling interests | 0 | (1,316) | |||||||||||||||||||||||
Redemption value adjustment | (12,543) | (12,543) | 12,543 | ||||||||||||||||||||||
Net income (loss) | (31,167) | (31,177) | 10 | (7,919) | |||||||||||||||||||||
Ending balance, shares (in shares) at Sep. 30, 2019 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,211 | |||||||||||||||||||
Ending balance, value at Sep. 30, 2019 | 309,841 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 102 | 1,823,310 | (1,514,411) | 614 | |||||||||||||||
Beginning balance, value at Jun. 30, 2019 | 73,242 | ||||||||||||||||||||||||
Redeemable Noncontrolling Interests in Operating Partnership | |||||||||||||||||||||||||
Equity-based compensation | 3,214 | 3,214 | 1,691 | ||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Distributions to noncontrolling interests | 0 | (1,316) | |||||||||||||||||||||||
Redemption value adjustment | (12,543) | (12,543) | 12,543 | ||||||||||||||||||||||
Net income (loss) | (31,167) | (31,177) | 10 | (7,919) | |||||||||||||||||||||
Ending balance, value at Sep. 30, 2019 | 78,241 | ||||||||||||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2019 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,210 | |||||||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 269,266 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 102 | 1,826,472 | (1,558,038) | 504 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Purchases of common stock (in shares) | (32) | ||||||||||||||||||||||||
Purchases of common stock | (399) | (399) | |||||||||||||||||||||||
Equity-based compensation | 4,426 | 4,426 | 3,914 | ||||||||||||||||||||||
Forfeitures of restricted shares (in shares) | (53) | ||||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 180 | ||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 1 | (1) | ||||||||||||||||||||||
Issuance of common stock (in shares) | 4,127 | 4,127 | |||||||||||||||||||||||
Issuance of common stock | 11,056 | $ 41 | 11,015 | ||||||||||||||||||||||
Dividend clawback | 605 | 605 | 1,401 | ||||||||||||||||||||||
Dividends declared | $ (1,262) | $ (2,212) | $ (2,858) | $ (1,781) | $ (2,531) | $ 0 | $ (1,262) | $ (2,212) | $ (2,858) | $ (1,781) | $ (2,531) | ||||||||||||||
Conversion of operating partnership units (in shares) | 196 | ||||||||||||||||||||||||
Redemption value adjustment | (23,600) | (23,600) | 23,600 | ||||||||||||||||||||||
Net income (loss) | (418,338) | (418,098) | (240) | (77,294) | |||||||||||||||||||||
Ending balance, shares (in shares) at Sep. 30, 2020 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 14,628 | |||||||||||||||||||
Ending balance, value at Sep. 30, 2020 | (166,669) | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 146 | 1,842,470 | (2,009,775) | 264 | |||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 69,870 | 69,870 | |||||||||||||||||||||||
Redeemable Noncontrolling Interests in Operating Partnership | |||||||||||||||||||||||||
Equity-based compensation | 4,426 | 4,426 | 3,914 | ||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Issuance of restricted shares/units | 0 | 1 | (1) | ||||||||||||||||||||||
Conversion of operating partnership units | 959 | $ 2 | 957 | (959) | |||||||||||||||||||||
Redemption value adjustment | (23,600) | (23,600) | 23,600 | ||||||||||||||||||||||
Net income (loss) | (418,338) | (418,098) | (240) | (77,294) | |||||||||||||||||||||
Ending balance, value at Sep. 30, 2020 | 20,532 | 20,532 | |||||||||||||||||||||||
Beginning balance, shares (in shares) at Jun. 30, 2020 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 10,475 | |||||||||||||||||||
Beginning balance, value at Jun. 30, 2020 | (38,366) | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 105 | 1,829,935 | (1,868,968) | 336 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Purchases of common stock (in shares) | (1) | ||||||||||||||||||||||||
Purchases of common stock | (2) | (2) | |||||||||||||||||||||||
Equity-based compensation | 1,539 | 1,539 | 1,054 | ||||||||||||||||||||||
Forfeitures of restricted shares (in shares) | (2) | ||||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 29 | ||||||||||||||||||||||||
Issuance of restricted shares/units | (17) | (17) | (107) | ||||||||||||||||||||||
Issuance of common stock (in shares) | 4,127 | 4,127 | |||||||||||||||||||||||
Issuance of common stock | 11,056 | $ 41 | 11,015 | ||||||||||||||||||||||
Dividends declared | $ 0 | ||||||||||||||||||||||||
Redemption value adjustment | (11,526) | (11,526) | 11,526 | ||||||||||||||||||||||
Net income (loss) | (129,353) | (129,281) | (72) | (22,273) | |||||||||||||||||||||
Ending balance, shares (in shares) at Sep. 30, 2020 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | 14,628 | |||||||||||||||||||
Ending balance, value at Sep. 30, 2020 | (166,669) | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 146 | 1,842,470 | (2,009,775) | 264 | |||||||||||||||
Beginning balance, value at Jun. 30, 2020 | 30,332 | ||||||||||||||||||||||||
Redeemable Noncontrolling Interests in Operating Partnership | |||||||||||||||||||||||||
Equity-based compensation | 1,539 | 1,539 | 1,054 | ||||||||||||||||||||||
Forfeitures of restricted shares | 0 | ||||||||||||||||||||||||
Issuance of restricted shares/units | (17) | $ (17) | (107) | ||||||||||||||||||||||
Redemption value adjustment | (11,526) | (11,526) | 11,526 | ||||||||||||||||||||||
Net income (loss) | (129,353) | $ (129,281) | $ (72) | (22,273) | |||||||||||||||||||||
Ending balance, value at Sep. 30, 2020 | $ 20,532 | $ 20,532 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Dividends declared - common stock (in dollars per share) | $ 0.60 | ||
Series D Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.5281 | ||
Series F Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.4609 | ||
Series G Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.4609 | ||
Series H Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.4688 | ||
Series I Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.4688 | ||
Common Stock | |||
Dividends declared - common stock (in dollars per share) | 0.60 | $ 2.4 | |
Preferred Stock | Series D Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.53 | $ 0.53 | 1.58 |
Preferred Stock | Series F Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.46 | 0.46 | 1.38 |
Preferred Stock | Series G Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.46 | 0.46 | 1.38 |
Preferred Stock | Series H Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | 0.47 | 0.47 | 1.41 |
Preferred Stock | Series I Preferred Stock | |||
Dividends declared - preferred stock (in dollars per share) | $ 0.47 | $ 0.47 | $ 1.41 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (495,632) | $ (107,060) |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||
Depreciation and amortization | 194,275 | 202,595 |
Impairment charges | 85,144 | 6,533 |
Amortization of intangibles | (220) | (221) |
Recognition of deferred income | (644) | (710) |
Bad debt expense | 1,680 | 2,345 |
Deferred income tax expense (benefit) | (647) | 927 |
Equity in (earnings) loss of unconsolidated entities | 279 | 2,208 |
(Gain) loss on sale of assets and hotel properties | 36,753 | (2,923) |
(Gain) loss on extinguishment of debt | (90,325) | 0 |
Realized and unrealized (gain) loss on marketable securities | (386) | (1,765) |
Purchases of marketable securities | (1,997) | (3,998) |
Sales of marketable securities | 15,233 | 13,134 |
Net settlement of trading derivatives | 1,610 | (3,556) |
Realized and unrealized (gain) loss on derivatives | (1,558) | 4,592 |
Amortization of loan costs, premiums and capitalized default interest and write-off of premiums, loan costs and exit fees | 19,118 | 24,932 |
Equity-based compensation | 8,340 | 14,863 |
Amortization of parking asset | 117 | 0 |
Non-cash interest income | (635) | 0 |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions and dispositions of hotel properties: | ||
Accounts receivable and inventories | 18,811 | (19,063) |
Prepaid expenses and other assets | (1,871) | (6,338) |
Operating lease right-of-use asset | 697 | (944) |
Operating lease liability | (448) | 255 |
Accounts payable and accrued expenses and accrued interest payable | 125,944 | 28,998 |
Due to/from related parties | (2,996) | (4,204) |
Due to/from third-party hotel managers | 119 | 157 |
Due to/from Ashford Inc., net | 1,443 | (1,287) |
Other liabilities | (11,088) | 314 |
Net cash provided by (used in) operating activities | (98,884) | 149,784 |
Cash Flows from Investing Activities | ||
Investment in unconsolidated entity | (430) | (647) |
Proceeds from franchise agreement | 0 | 4,000 |
Acquisition of hotel properties and assets, net of cash and restricted cash acquired | (1,113) | (212,552) |
Improvements and additions to hotel properties | (41,600) | (121,746) |
Net proceeds from sales of assets and hotel properties | 38,763 | 83,777 |
Payments for initial franchise fees | 0 | (275) |
Proceeds from property insurance | 514 | 267 |
Net cash provided by (used in) investing activities | (3,866) | (247,176) |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness | 88,000 | 388,694 |
Repayments of indebtedness | (131,844) | (246,312) |
Payments for loan costs and exit fees | (23,412) | (9,294) |
Payments for dividends and distributions | (28,619) | (68,237) |
Purchases of common stock | (398) | (1,031) |
Payments for derivatives | (83) | (1,048) |
Proceeds from common stock offerings | 11,310 | 0 |
Preferred and common stock offering costs | 0 | (91) |
Other | 0 | 28 |
Net cash provided by (used in) financing activities | (85,046) | 62,709 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (187,796) | (34,683) |
Cash, cash equivalents and restricted cash at beginning of period | 398,207 | 439,812 |
Cash, cash equivalents and restricted cash and at end of period | 210,411 | 405,129 |
Supplemental Cash Flow Information | ||
Interest paid | 59,732 | 178,260 |
Income taxes paid (refunded) | 1,345 | (1,293) |
Supplemental Disclosure of Non-Cash Investing and Financing Activity | ||
Accrued but unpaid capital expenditures | 9,300 | 24,330 |
Issuance of units for hotel acquisition | 0 | 7,854 |
Assumption of debt in hotel acquisition | 0 | 24,922 |
Buyer assumption of debt in hotel disposition | 108,750 | 0 |
Non-cash extinguishment of debt | 179,030 | 0 |
Non-cash loan principal associated with default interest and late charges | 40,713 | 0 |
Non-cash loan proceeds associated with accrued interest and legal fees | 6,251 | 0 |
Dividends and distributions declared but not paid | 868 | 20,641 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents at beginning of period | 262,636 | 319,210 |
Restricted cash at beginning of period | 135,571 | 120,602 |
Cash, cash equivalents and restricted cash at beginning of period | 398,207 | 439,812 |
Cash and cash equivalents at beginning of period | 120,916 | 256,303 |
Restricted cash at end of period | 89,495 | 148,826 |
Cash, cash equivalents and restricted cash at end of period | $ 210,411 | $ 405,129 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the U.S. that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. Future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements. Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of September 30, 2020 , we owned interests in the following assets: • 103 consolidated hotel properties, including 101 directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 22,619 total rooms (or 22,592 net rooms excluding those attributable to our partner); • 90 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”); and • 17.5% ownership in OpenKey with a carrying value of $3.0 million . For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of September 30, 2020 , our 103 hotel properties were leased or owned by our wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Hotels, a subsidiary of Ashford Inc., manages 68 of our 103 hotel properties and WorldQuest. Third-party management companies manage the remaining hotel properties. Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to project management services, debt placement services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, investment management services, broker-dealer and distribution services and mobile key technology. In June 2020, our board of directors approved a reverse stock split of our issued and outstanding common stock at a ratio of 1-for-10. This reverse stock split converted every ten issued and outstanding shares of common stock into one share of common stock. The reverse stock split was effective as of the close of business on July 15, 2020. As a result of the reverse stock split, the number of outstanding shares of common stock was reduced from approximately 104.8 million shares to approximately 10.5 million shares on that date. Additionally, the number of outstanding common units, Long-Term Incentive Plan (“LTIP”) units and Performance LTIP units was reduced from approximately 20.5 million units to approximately 2.1 million units on that date. All common stock, common units, LTIP units, Performance LTIP units, performance stock units and restricted stock units as well as per share data related to these classes of equity have been updated in the accompanying consolidated financial statements to reflect this reverse stock split for all periods presented. COVID-19, Management’s Plans and Liquidity In December 2019, COVID-19 was identified in Wuhan, China, subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Since late February 2020, we have experienced a significant decline in occupancy and RevPAR and we expect the significant occupancy and RevPAR declines associated with COVID-19 to continue as we are experiencing significant reservation cancellations as well as a significant reduction in new reservations. The prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry and our portfolio have experienced the postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders, in March 2020, the Company temporarily suspended operations at 23 of its 116 hotels and dramatically reduced staffing and expenses at its hotels that remained operational. As of September 30, 2020, operations at two of the Company’s hotels remain temporarily suspended. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. The full financial impact of the reduction in hotel demand caused by the pandemic at the Company’s hotels cannot be reasonably estimated at this time due to uncertainty as to its severity and duration. In addition, a possible “second wave” or recurrence of COVID-19 cases could result in further reductions in business and personal travel and could cause state and local governments to reinstate travel restrictions. The Company expects that the COVID-19 pandemic will have a significant negative impact on the Company’s results of operations, financial position and cash flow for at least the remainder of 2020 and into 2021. As a result, the Company suspended the quarterly cash dividend on its common stock for the first, second and third quarters, suspended the quarterly cash dividend on its preferred stock for the second and third quarters and reduced planned capital expenditures, and working closely with its hotel managers, significantly reduced its hotels’ operating expenses. Beginning on April 1, 2020, we did not make principal or interest payments under nearly all of our loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Pursuant to the terms of the applicable loan documents, such an Event of Default caused an automatic increase in the interest rate on our outstanding loan balance for the period such Event of Default remains outstanding. Following an Event of Default, our lenders can generally elect to accelerate all principal and accrued interest payments that remain outstanding under the applicable loan agreement and foreclose on the applicable hotel properties that are security for such loans. The lender who held the mortgage note secured by the Embassy Suites New York Manhattan Times Square ( $145.0 million comprised of mortgage and mezzanine loans) sent us an acceleration notice which accelerated all payments due under the applicable loan documents. In addition, the lender for the W Hotel in Minneapolis, Minnesota ( $51.6 million comprised of mortgage and mezzanine loans), the lender for the mortgage, senior mezzanine and junior mezzanine loans with a principal amount of $144.2 million , and securing the Courtyard Billerica, Hampton Inn Columbus Easton, Hampton Inn Phoenix Airport, Homewood Suites Pittsburgh Southpointe, Hampton Inn Pittsburgh Waterfront, Hampton Inn Pittsburgh Washington, Residence Inn Stillwater and Courtyard Wichita, and the lender for the portfolio consisting of the Courtyard by Marriott in Fort Lauderdale, Florida, Courtyard by Marriott in Louisville, Kentucky and Marriott Residence Inn in Lake Buena Vista, Florida ( $64.0 million comprised of mortgage and mezzanine loans), each sent to us a notice of Uniform Commercial Code (“UCC”) sale, which provided that the respective lender would sell the subsidiaries of the Company that owned the respective hotels in a public auction. Transactions resulting in the disposition of these hotel properties and the associated extinguishment of the mortgage loans occurred in the third quarter of 2020. See notes 5 and 7 . The Company is in the process of negotiating forbearance agreements with its lenders. At this time, forbearance agreements have been executed on some, but not all of our loans. The lender who holds the mortgage note secured by the Hilton Scotts Valley hotel in Santa Cruz, California ( $24.8 million mortgage loan) has sent us an acceleration notice which accelerated all payments due under the applicable loan documents, but negotiations are in process. On July 16, 2020, we reached a forbearance agreement with our lenders for the Highland Pool loan, which is a $907.0 million loan secured by nineteen of our hotels. Additionally, on August 5, 2020, we entered into a forbearance agreement with our lender for the loan secured by the Renaissance Nashville and Westin Princeton. On September 30, 2020, we signed forbearance agreements on our KEYS Loan Pools representing 34 hotels and approximately $1.2 billion of debt. In the aggregate, including the Highland Pool and KEYS Pool loans, we have entered into forbearance and other agreements with varying terms and conditions that conditionally waive or defer payment defaults for loans with a total outstanding principal balance of approximately $2.6 billion out of approximately $3.7 billion in property level debt outstanding as of September 30, 2020 . Additionally, certain of the Company’s hotel properties are subject to ground leases rather than a fee simple interest, with respect to all or a portion of the real property at those hotels. It is possible the Company will default on some or all of the ground leases within the next twelve months. The Company is also working more generally to contain costs while it experiences a significant decline in occupancy and RevPAR. The Company continues to suspend its quarterly cash dividend on its common and preferred stock and to look for opportunities to renegotiate cash obligations where possible. The Company continues to work closely with its hotel managers to significantly reduce its hotel operating expenses. The Company is dependent on its hotel managers to make appropriate staffing decisions and to appropriately reduce staffing when market conditions are poor. As of September 30, 2020 , the Company held cash and cash equivalents of $120.9 million and restricted cash of $89.5 million . During the three months ended September 30, 2020 , we utilized cash, cash equivalents and restricted cash of $50.4 million . We are currently experiencing significant variability in the operating cash flows of our hotel properties, and we continue to negotiate forbearance agreements with our lenders. Additionally as discussed above we have received various acceleration notices from our lenders. We are also taking several steps to reduce our cash utilization and potentially raise additional capital. If we are able to raise additional capital, such capital may consist of additional secured or unsecured debt (or convertible debt), preferred equity or common equity (or warrants to purchase equity), which may have claims senior to those of our existing security holders, or which may dilute the interests of our existing security holders. All of these items create uncertainty surrounding future cash flows. As a result of these uncertainties, management cannot reasonably estimate how long the Company’s current cash, cash equivalents and restricted cash will last, but if our cash utilization going forward is consistent with the third quarter of 2020 and we do not raise additional capital, it is possible that the Company may utilize all of its cash, cash equivalents and restricted cash within the next twelve months. Based on these factors, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. U.S. generally accepted accounting principles require that in making this determination, the Company cannot consider any remedies that are outside of the Company’s control and have not been fully implemented. As a result, the Company could not consider future potential fundraising activities, whether through equity or debt offerings, dispositions of hotel properties or the likelihood of obtaining forbearance agreements as we could not conclude they were probable of being effectively implemented. Any forbearance agreements will most likely lead to increased costs, increased interest rates, additional restrictive covenants and other possible lender protections. In addition to or in lieu of obtaining forbearance agreements as described above, the Company could transfer the hotels securing the mortgage loans to the respective lenders. Any cost containment efforts we make also may not be effective or materially mitigate the impact of the significant decline in occupancy and RevPAR. Due to the uncertainty surrounding future cash flows and the impact to the Company’s financial position resulting from declining conditions in the hotel industry due to the COVID-19 pandemic, the Company is analyzing various strategic alternatives to address our liquidity and capital structure. Such alternatives include raising additional capital, refinancing or restructuring our indebtedness, negotiating forbearance agreements with our property level lenders, and/or seeking protection under Chapter 11 of the United States Bankruptcy Code. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to secure additional capital, we estimate that our existing capital resources will only be sufficient to fund our operations into the early part of fiscal year 2021. In addition, the Company’s determination that there is substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date the financial statements are issued may cause certain defaults under the Company’s existing contracts. Despite our efforts to negotiate forbearance agreements with our property level lenders and contain costs generally, there is substantial risk that it may be necessary for us to seek protection under Chapter 11 of the United States Bankruptcy Code. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation —The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020 . Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and nine months ended September 30, 2020 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . The following acquisitions and dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date Embassy Suites New York Manhattan Times Square New York, NY Acquisition January 22, 2019 Hilton Santa Cruz/Scotts Valley Santa Cruz, CA Acquisition February 26, 2019 San Antonio Marriott San Antonio, TX Disposition August 2, 2019 Hilton Garden Inn Wisconsin Dells Wisconsin Dells, WI Disposition August 6, 2019 Courtyard Savannah Savannah, GA Disposition August 14, 2019 SpringHill Suites Jacksonville Jacksonville, FL Disposition December 3, 2019 Crowne Plaza Annapolis Annapolis, MD Disposition March 9, 2020 Columbus Hampton Inn Easton Columbus, OH Disposition August 19, 2020 Stillwater Residence Inn Stillwater, OK Disposition August 19, 2020 Washington Hampton Inn Pittsburgh Meadow Lands Pittsburgh, PA Disposition August 19, 2020 Phoenix Hampton Inn Airport North Phoenix, AZ Disposition August 19, 2020 Pittsburgh Hampton Inn Waterfront West Homestead Pittsburgh, PA Disposition August 19, 2020 Wichita Courtyard by Marriott Old Town Wichita, KS Disposition August 19, 2020 Canonsburg Homewood Suites Pittsburgh Southpointe Pittsburgh, PA Disposition August 19, 2020 Billerica Courtyard by Marriott Boston Boston, MA Disposition August 19, 2020 Embassy Suites New York Manhattan Times Square New York, NY Disposition August 19, 2020 W Minneapolis, MN Minneapolis, MN Disposition September 15, 2020 Courtyard Louisville Louisville, KY Disposition September 21, 2020 Courtyard Ft. Lauderdale Ft. Lauderdale, FL Disposition September 21, 2020 Residence Inn Lake Buena Vista Lake Buena Vista, FL Disposition September 21, 2020 Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes —On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted. For the period ended September 30, 2020 , the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ending December 31, 2020. Recently Adopted Accounting Standards —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases . In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 may have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We are currently evaluating the impact that ASU 2020-06 may have on our consolidated financial statements and related disclosures. Reclassification —Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 5,802 $ 450 $ 668 $ — $ 6,920 Boston, MA Area 2 1,691 25 509 — 2,225 Dallas / Ft. Worth Area 7 3,204 340 379 — 3,923 Houston, TX Area 3 2,592 360 88 — 3,040 Los Angeles, CA Metro Area 6 7,205 406 705 — 8,316 Miami, FL Metro Area 2 639 28 40 — 707 Minneapolis - St. Paul, MN - WI Area 3 698 40 42 — 780 Nashville, TN Area 1 841 126 210 — 1,177 New York / New Jersey Metro Area 7 4,311 267 306 — 4,884 Orlando, FL Area 2 1,020 36 142 — 1,198 Philadelphia, PA Area 3 2,904 395 96 — 3,395 San Diego, CA Area 2 1,548 32 195 — 1,775 San Francisco - Oakland, CA Metro Area 7 7,914 63 400 — 8,377 Tampa, FL Area 2 1,530 81 254 — 1,865 Washington D.C. - MD - VA Area 9 4,527 99 487 — 5,113 Other Areas 38 29,789 2,215 3,174 — 35,178 Orlando WorldQuest — 133 — 58 — 191 Disposed properties 13 3,251 37 358 — 3,646 Corporate — — — — 333 333 Total 116 $ 79,599 $ 5,000 $ 8,111 $ 333 $ 93,043 Three Months Ended September 30, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 17,267 $ 4,180 $ 1,143 $ — $ 22,590 Boston, MA Area 2 16,546 1,524 910 — 18,980 Dallas / Ft. Worth Area 7 13,619 3,163 827 — 17,609 Houston, TX Area 3 6,283 1,929 176 — 8,388 Los Angeles, CA Metro Area 6 20,042 3,728 1,403 — 25,173 Miami, FL Metro Area 2 3,876 1,334 184 — 5,394 Minneapolis - St. Paul, MN - WI Area 3 6,038 1,668 278 — 7,984 Nashville, TN Area 1 12,710 5,120 457 — 18,287 New York / New Jersey Metro Area 6 20,542 5,190 781 — 26,513 Orlando, FL Area 2 4,649 422 319 — 5,390 Philadelphia, PA Area 3 6,761 896 162 — 7,819 San Diego, CA Area 2 5,114 285 307 — 5,706 San Francisco - Oakland, CA Metro Area 7 24,389 2,247 672 — 27,308 Tampa, FL Area 2 5,060 1,453 264 — 6,777 Washington D.C. - MD - VA Area 9 30,068 5,915 2,147 — 38,130 Other Areas 44 79,960 12,870 5,911 — 98,741 Orlando WorldQuest — 871 28 295 — 1,194 Disposed properties 13 27,909 1,786 1,515 — 31,210 Corporate — — — — 1,044 1,044 Total 121 $ 301,704 $ 53,738 $ 17,751 $ 1,044 $ 374,237 Nine Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 20,955 $ 4,509 $ 2,279 $ — $ 27,743 Boston, MA Area 2 8,171 855 2,011 — 11,037 Dallas / Ft. Worth Area 7 17,963 4,319 1,496 — 23,778 Houston, TX Area 3 8,863 2,662 319 — 11,844 Los Angeles, CA Metro Area 6 26,794 3,834 2,133 — 32,761 Miami, FL Metro Area 2 7,255 2,342 211 — 9,808 Minneapolis - St. Paul, MN - WI Area 3 3,926 931 216 — 5,073 Nashville, TN Area 1 10,551 5,240 1,251 — 17,042 New York / New Jersey Metro Area 6 17,413 3,614 1,187 — 22,214 Orlando, FL Area 2 6,636 461 785 — 7,882 Philadelphia, PA Area 3 7,555 1,195 274 — 9,024 San Diego, CA Area 2 5,539 280 502 — 6,321 San Francisco - Oakland, CA Metro Area 7 27,472 2,132 1,344 — 30,948 Tampa, FL Area 2 8,944 2,247 668 — 11,859 Washington D.C. - MD - VA Area 9 26,624 4,517 2,707 — 33,848 Other Areas 38 104,397 13,906 9,947 — 128,250 Orlando WorldQuest — 1,215 25 433 — 1,673 Disposed properties 14 22,572 1,078 1,849 — 25,499 Corporate — — — — 1,381 1,381 Total 116 $ 332,845 $ 54,147 $ 29,612 $ 1,381 $ 417,985 Nine Months Ended September 30, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 55,545 $ 13,829 $ 3,533 $ — $ 72,907 Boston, MA Area 2 41,653 4,961 2,674 — 49,288 Dallas / Ft. Worth Area 7 45,509 12,017 2,582 — 60,108 Houston, TX Area 3 19,862 6,622 595 — 27,079 Los Angeles, CA Metro Area 6 60,867 12,434 3,863 — 77,164 Miami, FL Metro Area 2 16,031 6,341 585 — 22,957 Minneapolis - St. Paul, MN - WI Area 3 15,833 4,631 676 — 21,140 Nashville, TN Area 1 39,332 16,590 1,677 — 57,599 New York / New Jersey Metro Area 6 56,219 17,299 2,055 — 75,573 Orlando, FL Area 2 17,286 1,451 968 — 19,705 Philadelphia, PA Area 3 18,464 2,699 515 — 21,678 San Diego, CA Area 2 14,177 944 799 — 15,920 San Francisco - Oakland, CA Metro Area 7 70,253 7,099 1,947 — 79,299 Tampa, FL Area 2 19,589 5,931 827 — 26,347 Washington D.C. - MD - VA Area 9 95,433 19,525 6,297 — 121,255 Other Areas 41 236,075 42,984 17,196 — 296,255 Orlando WorldQuest 3,075 80 988 — 4,143 Disposed properties 16 85,134 6,660 4,653 — 96,447 Corporate — — — — 3,239 3,239 Total 121 $ 910,337 $ 182,097 $ 52,430 $ 3,239 $ 1,148,103 |
Investments in Hotel Properties
Investments in Hotel Properties, net | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): September 30, 2020 December 31, 2019 Land $ 632,015 $ 769,381 Buildings and improvements 3,764,196 4,129,884 Furniture, fixtures and equipment 413,003 503,156 Construction in progress 12,637 29,745 Condominium properties 11,740 12,093 Total cost 4,833,591 5,444,259 Accumulated depreciation (1,349,572 ) (1,335,816 ) Investments in hotel properties, net $ 3,484,019 $ 4,108,443 |
Hotel Dispositions and Impairme
Hotel Dispositions and Impairment Charges | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Dispositions and Impairment Charges | Hotel Disposition and Impairment Charges Hotel Disposition On March 9, 2020 , the Company sold the Crowne Plaza in Annapolis, Maryland for approximately $5.1 million in cash. The net carrying value was approximately $2.1 million . The sale resulted in a gain of approximately $3.6 million for the nine months ended September 30, 2020 , which was included in “gain (loss) on sale of assets and hotel properties” in the consolidated statements of operations. On May 12, 2020, the lender who held the mortgage note secured by the Embassy Suites New York Manhattan Times Square ( $108.8 million mortgage loan and $36.2 million in mezzanine loans) sent the Company an acceleration notice which accelerated all payments due under the applicable loan documents. To remedy the acceleration notice, on August 19, 2020 the Company sold the Embassy Suites New York Manhattan Times Square for approximately $143.9 million of consideration, which consisted of $35.1 million in cash and $108.8 million in the form of the assumption of the mortgage loan. The sale resulted in a loss of approximately $40.4 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on sale of assets and hotel properties” in the consolidated statements of operations. See note 7 . On June 22, 2020, the lender for the W Hotel in Minneapolis, Minnesota ( $45.8 million mortgage loan and $5.8 million mezzanine loan) sent to the Company a notice of UCC sale, which provided that the respective lender would sell the subsidiaries of the Company that own the respective hotel in a public auction. On September 15, 2020, the Company completed a consensual assignment of 100% of the equity interests in the owner of the W Hotel, which resulted in a gain on extinguishment of debt of approximately $1.1 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on extinguishment of debt” in the consolidated statements of operations. See note 7 . On July 9, 2020, the mortgage, senior mezzanine and junior mezzanine loans with a principal amount of $144.2 million , and securing the Courtyard Billerica, Hampton Inn Columbus Easton, Hampton Inn Phoenix Airport, Homewood Suites Pittsburgh Southpointe, Hampton Inn Pittsburgh Waterfront, Hampton Inn Pittsburgh Washington, Residence Inn Stillwater and Courtyard Wichita (the “Rockbridge Portfolio”) matured and the Company failed to repay the loans on such maturity date. On August 19, 2020, the Company completed a consensual assignment of the entities that own the Rockbridge Portfolio in lieu of a UCC sale, which resulted in a gain on extinguishment of debt of approximately $65.2 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on extinguishment of debt” in the consolidated statement of operations. See note 7 . On July 23, 2020, the lender for the Courtyard Louisville, Courtyard Ft. Lauderdale and Residence Inn Lake Buena Vista (collectively “MS C1” with a $56.0 million mortgage loan and $8.0 million mezzanine loan) sent to us a notice of UCC sale, which provided that the respective lender would sell the subsidiaries of the Company that own the respective hotels in a public auction. On September 21, 2020, the mezzanine lender for MS C1 conducted a UCC-foreclosure of its collateral consisting of 100% of the equity interests in the owners of the Courtyard Louisville, Courtyard Ft. Lauderdale and Residence Inn Buena Vista hotels, which resulted in a gain on extinguishment of debt of approximately $19.7 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on extinguishment of debt” in the consolidated statements of operations. See note 7 . On August 2, 2019, the Company sold the Marriott in San Antonio, Texas for $34.0 million in cash. The sale resulted in a gain of approximately $2.6 million for the three and nine months ended September 30, 2019, which was included in “gain (loss) on sale of assets and hotel properties” in the consolidated statements of operations. The Company also repaid approximately $26.8 million of debt associated with the hotel property. See note 7 . On August 6, 2019, the Company sold the Hilton Garden Inn in Wisconsin Dells, Wisconsin for $8.0 million in cash. The sale resulted in a loss of approximately $259,000 for the three and nine months ended September 30, 2019, which was included in “gain (loss) on sale of assets and hotel properties” in the consolidated statements of operations. The Company also repaid approximately $7.7 million of debt associated with the hotel property. See note 7 . On August 14, 2019, the Company sold the Courtyard by Marriott in Savannah, Georgia for approximately $29.8 million in cash. The sale resulted in a loss of approximately $53,000 for the three and nine months ended September 30, 2019, which was included in “gain (loss) on sale of assets and hotel properties” in the consolidated statements of operations. The Company also repaid approximately $28.8 million of debt associated with the hotel property. See note 7 . The results of operations for these hotel properties are included in net income (loss) through the date of disposition as shown in the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 . The following table includes condensed financial information from these hotel properties in the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Total hotel revenue $ 3,646 $ 31,210 $ 25,499 $ 96,447 Total hotel operating expenses (2,602 ) (19,074 ) (20,914 ) (60,374 ) Gain (loss) on sale of assets and hotel properties (40,370 ) 2,293 (36,753 ) 2,293 Property taxes, insurance and other (1,670 ) (2,929 ) (6,406 ) (8,697 ) Depreciation and amortization (2,982 ) (5,559 ) (12,426 ) (18,268 ) Impairment charges (29,926 ) — (85,144 ) (6,533 ) Operating income (loss) (73,904 ) 5,941 (136,144 ) 4,868 Interest income — 36 9 50 Interest expense and amortization of premiums and loan costs (7,016 ) (6,664 ) (21,879 ) (20,637 ) Write-off of premiums, loan costs and exit fees 548 (426 ) (21 ) (426 ) Gain (loss) on extinguishment of debt 90,325 — 90,325 — Income (loss) before income taxes 9,953 (1,113 ) (67,710 ) (16,145 ) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (1,367 ) 177 9,983 2,518 Net income (loss) before income taxes attributable to the Company $ 8,586 $ (936 ) $ (57,727 ) $ (13,627 ) Impairment Charges During the three and nine months ended September 30, 2020 , we recorded impairment charges of $29.9 million and $85.1 million , respectively. For the three months ended March 31, 2020, we recorded an impairment charge of $27.6 million . The impairment charge was comprised of $13.9 million at the Columbus Hampton Inn Easton, $10.0 million at the Canonsburg Homewood Suites Pittsburgh Southpointe and $3.7 million at the Phoenix Hampton Inn Airport North as a result of reduced estimated cash flows resulting from the COVID-19 pandemic and changes to the expected holding periods of these hotel properties. On July 9, 2020, the non-recourse mortgage loan secured by the Rockbridge Portfolio matured. The lender provided notice of UCC sale, which resulted in the sale of the subsidiaries of the Company that own the respective hotels in a public auction. As a result, the estimated fair value of each hotel property was compared to its carrying value, as of June 30, 2020. During the three months ended June 30, 2020, an impairment charge totaling $27.6 million was recorded that was comprised of $1.7 million at the Columbus Hampton Inn Easton, $3.0 million at the Pittsburgh Hampton Inn Waterfront West Homestead, $3.0 million at the Washington Hampton Inn Pittsburgh Meadow Lands, $1.8 million at the Cannonsburg Homewood Suites Pittsburgh Southpointe, $2.4 million at the Stillwater Residence Inn, $9.5 million at the Billerica Courtyard by Marriott Boston, and $6.1 million at the Wichita Courtyard by Marriott Old Town resulting from the difference between the estimated fair value of the property as compared to the net book value at June 30, 2020. We engaged a third-party valuation expert to assist in determining the fair value of the hotel properties. Each impairment charge was based on methodologies which include the development of the discounted cash flow method of the income approach with support based on the market approach, which are considered Level 3 valuation techniques. No further impairment was required during the three months ended September 30, 2020. In conjunction with the disposition of the W Minneapolis, we engaged a third party valuation expert to assist in determining the fair value of the hotel property. For the three and nine months ended September 30, 2020 , the impairment charge was comprised of $29.9 million resulting from the difference between the estimated fair value of the property as compared to the net book value at September 15, 2020. The impairment charge was based on methodologies which include the development of the discounted cash flow method of the income approach with support based on the market approach, which are considered Level 3 valuation techniques. During the three and nine months ended September 30, 2019 , we recorded impairment charges of $0 and $6.5 million , respectively. The $6.5 million impairment charge for the nine months ended September 30, 2019 was comprised of $1.4 million at the Wisconsin Dells Hilton Garden Inn and $5.1 million at the Savannah Courtyard. Each impairment charge was based on methodologies which include the development of the discounted cash flow method of the income approach with support based on the market approach, which are considered Level 3 valuation techniques. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity OpenKey, which is controlled and consolidated by Ashford Inc., is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. Our investment is recorded as a component of “investment in unconsolidated entity” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of September 30, 2020 , the Company has made investments in OpenKey totaling $5.0 million . 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 entities. No such impairment was recorded for the three and nine months ended September 30, 2020 and 2019 . The following table summarizes our carrying value and ownership interest in OpenKey: September 30, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 2,980 $ 2,829 Ownership interest in OpenKey 17.5 % 17.0 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Equity in earnings (loss) of unconsolidated entities $ (121 ) $ (96 ) $ (279 ) $ (312 ) |
Indebtedness, net
Indebtedness, net | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate (1) Default Rate (2) September 30, 2020 December 31, 2019 Mortgage loan (4) 1 hotel June 2020 LIBOR (3) + 5.10% n/a $ — $ 43,750 Mortgage loan (5) 8 hotels July 2020 LIBOR (3) + 4.33% n/a — 144,000 Mortgage loan (6) 1 hotel November 2020 6.26% 5.00% 90,063 91,542 Mortgage loan (7) 1 hotel November 2020 LIBOR (3) + 2.55% n/a 25,000 25,000 Mortgage loan (6) (8) 17 hotels November 2020 LIBOR (3) + 3.00% 4.00% 419,000 419,000 Mortgage loan (6) (9) 8 hotels February 2021 LIBOR (3) + 2.92% 5.00% 395,000 395,000 Mortgage loan (10) 2 hotels March 2021 LIBOR (3) + 2.75% n/a 240,000 240,000 Mortgage loan (11) 19 hotels April 2021 LIBOR (3) + 3.20% n/a 913,093 907,030 Mortgage loan (12) 7 hotels June 2021 LIBOR (3) + 3.65% n/a 180,720 180,720 Mortgage loan (12) 7 hotels June 2021 LIBOR (3) + 3.39% n/a 174,400 174,400 Mortgage loan (13) 5 hotels June 2021 LIBOR (3) + 3.73% n/a 221,040 221,040 Mortgage loan (14) 5 hotels June 2021 LIBOR (3) + 4.02% n/a 262,640 262,640 Mortgage loan (15) 5 hotels June 2021 LIBOR (3) + 2.73% n/a 160,000 160,000 Mortgage loan (14) 5 hotels June 2021 LIBOR (3) + 3.68% n/a 215,120 215,120 Mortgage loan (5) 1 hotel February 2022 LIBOR (3) + 3.90% n/a — 145,000 Mortgage loan (16) 1 hotel July 2022 LIBOR (3) + 3.95% n/a 34,200 35,200 Mortgage loan (6) (17) 1 hotel November 2022 LIBOR (3) + 2.00% 5.00% 97,000 97,000 Mortgage loan (18) 1 hotel December 2022 LIBOR (3) + 2.25% n/a 16,100 16,100 Mortgage loan (4) (19) 1 hotel January 2023 LIBOR (3) + 3.40% n/a 37,000 — Mortgage loan (5) 1 hotel May 2023 5.46% n/a — 51,843 Mortgage loan (20) 1 hotel June 2023 LIBOR (3) + 2.45% n/a 73,450 73,450 Mortgage loan (6) 1 hotel January 2024 5.49% 5.00% 6,727 6,759 Mortgage loan (6) 1 hotel January 2024 5.49% 5.00% 9,818 9,865 Mortgage loan (6) 1 hotel May 2024 4.99% 5.00% 6,260 6,292 Mortgage loan (21) 1 hotel June 2024 LIBOR (3) + 2.00% n/a 8,881 8,881 Mortgage loan (5) 3 hotels August 2024 5.20% n/a — 64,207 Mortgage loan (6) 2 hotels August 2024 4.85% 4.00% 11,792 11,845 Mortgage loan (6) 3 hotels August 2024 4.90% 4.00% 23,578 23,683 Mortgage loan (6) 2 hotels February 2025 4.45% 4.00% 19,369 19,438 Mortgage loan (6) 3 hotels February 2025 4.45% 4.00% 50,098 50,279 Mortgage loan (6) 1 hotel March 2025 4.66% 5.00% 24,794 24,919 3,715,143 4,124,003 Premiums (discounts), net (305 ) 655 Capitalized default interest and late charges 35,899 — Deferred loan costs, net (11,000 ) (18,140 ) Indebtedness, net $ 3,739,737 $ 4,106,518 _____________________________ (1) Interest rates do not include default or late payment rates in effect on some mortgage loans. (2) Default rates are presented for mortgage loans which were in default, in accordance with the terms and conditions of the applicable mortgage agreement, as of September 30, 2020. The default rate is accrued in addition to the stated interest rate. (3) LIBOR rates were 0.148% and 1.763% at September 30, 2020 and December 31, 2019 , respectively. (4) On January 9, 2020, we refinanced this mortgage loan totaling $43.8 million with a new $37.0 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.40% . (5) During the quarter, we disposed of the properties securing this mortgage loan. The assets and liabilities associated with this mortgage loan have been removed from the Company’s consolidated balance sheet. See note 5 . (6) As of September 30, 2020, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest has been accrued, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations. (7) Effective June 29, 2020, we executed a consent and loan modification agreement for this mortgage loan. In connection with the agreement, lender-held reserves were made available to fund monthly interest payments due under the loan and monthly FF&E escrow deposits were waived until April 2021. This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 1.25% . (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in November 2019. (9) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in February 2020. (10) Effective August 5, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with deferred interest due in twelve monthly installments beginning January 2021, lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. (11) Effective July 9, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , lender-held reserves were made available to fund property-level operating expenses, monthly FF&E escrow deposits were waived through November 2020, and monthly tax deposits were waived until July 2021. In conjunction with the forbearance agreement, deferred interest payments of $6.1 million are capitalized into the principal balance and are to be repaid over twelve months following the deferral period. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in April 2020. (12) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with three one-month extension options for the mezzanine debt subject to the satisfaction of certain conditions. Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (13) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , and an extension option for the mezzanine debt to June 2021. Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period with any remaining balance due at maturity. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through the remainder of 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (14) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with two one-month extension options for the mezzanine debt subject to the satisfaction of certain conditions. Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (15) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months . Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (16) Effective August 3, 2020, we executed an amendment for this mortgage loan. Terms of the amendment included a $1.0 million principal pay down. The amended mortgage loan has a two-year initial term and one one-year extension option, subject to satisfaction of certain conditions, is interest only and bears interest at a rate of LIBOR + 3.95% , and has a LIBOR floor of 0.25% . (17) Effective October 2, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with deferred interest due in twelve monthly installments beginning January 2021, lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. (18) Effective May 1, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for three months , with all deferred payments due at maturity, lender-held reserves were made available to fund property-level operating expenses, monthly FF&E escrow deposits were waived through December 2020 and tax escrow deposits were waived through October 2020. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (19) Effective July 7, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for two months , lender-held reserves were made available to fund debt service or property-level operating expenses, and monthly FF&E escrow deposits were waived from April 2020 through March 2021. Deferred interest payments will accrue interest at the stated rate of the mortgage loan and are to be repaid over twelve months following the deferral period. (20) Effective May 20, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , lender-held reserves were made available to fund property-level operating expenses and monthly FF&E escrow deposits were waived through March 2021. Deferred interest payments will accrue interest at the stated rate of the mortgage loan and are to be repaid over twelve months following the deferral period. (21) Effective April 7, 2020, we executed a forbearance agreement for this mortgage loan, which amended the terms. Terms of the agreement include an initial interest payment deferral for three months , with the option to extend the interest payment deferral an additional three months , which was exercised on September 24, 2020. All deferred interest is due at maturity. On January 9, 2020 , we refinanced our $43.8 million mortgage loan, secured by the Le Pavillon in New Orleans, Louisiana. In connection with the refinance we reduced the loan amount by $6.8 million . The new mortgage loan totals $37.0 million . The new mortgage loan is interest only and provides for an interest rate of LIBOR + 3.40% . The stated maturity is January 2023 with two one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by the Le Pavillon. In April 2020, certain subsidiaries of the Company applied for and received loans from Key Bank, N.A. under the Payroll Protection Program (“PPP”), which was established under the CARES Act. All funds borrowed under the PPP were returned on or before May 7, 2020. Beginning on April 1, 2020, we did not make principal or interest payments under nearly all of our loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Pursuant to the terms of the applicable loan documents, such an Event of Default caused an automatic increase in the interest rate on our outstanding loan balance for the period such Event of Default remains outstanding. Following an Event of Default, our lenders can generally elect to accelerate all principal and accrued interest payments that remain outstanding under the applicable loan agreement and foreclose on the applicable hotel properties that are security for such loans. The lender who holds the mortgage note secured by the Hilton Scotts Valley hotel in Santa Cruz, California ( $24.8 million mortgage loan) has sent us an acceleration notice which accelerated all payments due under the applicable loan documents. The Company is in the process of negotiating forbearance agreements with its lenders. At this time, forbearance agreements have been executed on some, but not all of our loans. On July 16, 2020, we reached a forbearance agreement with our lenders for the Highland Pool loan, which is a $907.0 million loan secured by nineteen of our hotels. Additionally, on August 5, 2020, we entered into a forbearance agreement with our lender for the loan secured by the Renaissance Nashville and Westin Princeton. On September 30, 2020, we signed forbearance agreements on our KEYS Loan Pools representing 34 hotels and approximately $1.2 billion of debt. In the aggregate, including the Highland Pool and KEYS Pool loans, we have entered into forbearance and other agreements with varying terms and conditions that conditionally waive or defer payment defaults for loans with a total outstanding principal balance of approximately $2.6 billion out of approximately $3.7 billion in property level debt outstanding as of September 30, 2020 . See note 15 for discussion of the loan modification agreement with Lismore Capital LLC. As of September 30, 2020 the Company determined that all of the forbearance and other agreements evaluated were considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. No gain or loss was recognized during the three and nine months ended September 30, 2020 as the carrying amount of the original loans was not greater than the undiscounted cash flows of the modified loans. Additionally, as a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and will be amortized over the remaining term of the loan using the effective interest method. The amount of default interest and late charges capitalized into the loan balance was $40.7 million . The amount of the capitalized principal that was amortized during the three and nine months ended September 30, 2020 was $4.8 million . On May 12, 2020, the lender who held the mortgage note secured by the Embassy Suites New York Manhattan Times Square ( $108.8 million mortgage loan and $36.2 million in mezzanine loans) sent the Company an acceleration notice which accelerated all payments due under the applicable loan documents. To remedy the acceleration notice, on August 19. 2020 the Company sold the Embassy Suites New York Manhattan Times Square for approximately $143.9 million of consideration, which consisted of $35.1 million in cash and $108.8 million in the form of the assumption of the mortgage loan. The sale resulted in a loss of approximately $40.4 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on sale of assets and hotel properties” in the consolidated statements of operations. Upon the loan assumption by the buyer, accrued interest was forgiven by the lender and the $35.1 million of proceeds were used to extinguish the $36.2 million of mezzanine loans, which resulted in a gain of $4.3 million which was included in “gain (loss) on extinguishment of debt” in the consolidated statement of operations. On June 22, 2020, the lender for the W Hotel in Minneapolis, Minnesota ( $45.8 million mortgage loan and a $5.8 million mezzanine loan) sent the Company a notice of UCC sale, which provided that the respective lender would sell the subsidiaries of the Company that own the respective hotel in a public auction. On September 15, 2020, the Company completed a consensual assignment of 100% of the equity interests in the owner of the W Hotel, which resulted in a gain on extinguishment of debt of approximately $1.1 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on extinguishment of debt” in the consolidated statements of operations. On July 9, 2020, the mortgage, senior mezzanine and junior mezzanine loans with an aggregate principal balance of $144.2 million , secured by the Rockbridge Portfolio, matured and the Company failed to repay the loans on such maturity date. On August 19, 2020, the Company completed a consensual assignment of the entities that own the Rockbridge Portfolio in lieu of a UCC sale, which resulted in a gain on extinguishment of debt of approximately $65.2 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on extinguishment of debt” in the consolidated statement of operations. On July 23, 2020, the lender for MS C1 ( $56.0 million mortgage loan and an $8.0 million mezzanine loan) sent the Company a notice of UCC sale, which provided that the respective lender would sell the subsidiaries of the Company that own the respective hotels in a public auction. On September 21, 2020, the mezzanine lender for MS C1 conducted a UCC-foreclosure of its collateral consisting of 100% of the equity interests in the owners of the Courtyard Louisville, Courtyard Ft. Lauderdale and Residence Inn Buena Vista hotels, which resulted in a gain on extinguishment of debt of approximately $19.7 million for the three and nine months ended September 30, 2020 , which was included in “gain (loss) on extinguishment of debt” in the consolidated statements of operations. On August 3, 2020, we amended our $35.2 million mortgage loan, secured by the Sheraton Ann Arbor hotel, which extended the maturity to July 2022. In conjunction with the amended terms, we repaid $1.0 million in principal, with another $1.0 million principal reduction due January 2021. The amended mortgage loan is interest only and bears interest at a rate of LIBOR + 3.95% , and has a LIBOR floor of 0.25% . This loan has a one-year extension option, subject to satisfaction of certain conditions. During the three and nine months ended September 30, 2020 and 2019 , we recognized net premium amortization as presented in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Interest expense and amortization of premium and loan costs $ 57 $ 56 $ 170 $ 176 The amortization of the net premium is computed using a method that approximates the effective interest method, which is included in “interest expense and amortization of premiums and loan costs” in the consolidated statements of operations. We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP. |
Notes Receivable, net and Other
Notes Receivable, net and Other | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Notes Receivable, net and Other | Notes Receivable, net and Other Notes receivable, net are summarized in the table below (dollars in thousands): Interest Rate September 30, 2020 December 31, 2019 Construction Financing Note (1) (5) Face amount 7.0 % $ 4,000 $ 4,000 Discount (2) (209 ) (402 ) 3,791 3,598 Certificate of Occupancy Note (3) (5) Face amount 7.0 % $ 5,250 $ 5,250 Discount (4) (920 ) (1,139 ) 4,330 4,111 Note receivable, net $ 8,121 $ 7,709 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before the earlier of (i) the buyer closing on third party institutional financing for the construction of improvements on the property, (ii) three years after the development commencement date, or (iii) July 9, 2024. (2) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2021. (3) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before July 9, 2025. (4) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2023. (5) The notes receivable are secured by the 1.65 -acre land parcel adjacent to the Hilton St. Petersburg Bayfront. No cash interest income was recorded for the three and nine months ended September 30, 2020 . For the three and nine months ended September 30, 2020 , we recognized discount amortization income of $140,000 and $412,000 , respectively, which is included in “other income (expense)” in the consolidated statements of operations. On January 1, 2020, we adopted the provisions of ASC Topic 326, Financial Instruments - Credit Losses. Upon adoption we evaluated the notes and other receivables under the criteria in ASC Topic 326. Upon adoption we determined that the expected credit loss associated with the notes and other receivables was immaterial. As of September 30, 2020 , there was no allowance related to the notes receivable. Other consideration received from the sale of the 1.65 -acre parking lot adjacent to the Hilton St. Petersburg Bayfront is summarized in the table below (dollars in thousands): Imputed Interest Rate September 30, 2020 December 31, 2019 Future ownership rights of parking parcel 7.0 % $ 4,100 $ 4,100 Imputed interest 295 72 4,395 (1) 4,172 (1) Free use of parking easement prior to development commencement 7.0 % $ 235 $ 235 Accumulated amortization (235 ) (118 ) — (1) 117 (1) Reimbursement of parking fees while parking parcel is in development (2) 7.0 % $ 346 $ 462 Total $ 4,741 $ 4,751 ____________________________________ (1) Included in “other assets” in the consolidated balance sheets. (2) Payments commenced in July when the parking parcel development began. For the three and nine months ended September 30, 2020 , we recognized imputed interest income of $76,000 and $223,000 , respectively, and amortization expense of $0 and $117,000 , respectively, related to the free use of parking easement, which are included in “other income (expense)” in the consolidated statement of operations. For the three and nine months ended September 30, 2020 , we received reimbursement of $120,000 of parking fees and recognized interest income of $4,000 , which is included in “other income (expense)” in the consolidated statements of operations while the parking parcel is in development. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | Derivative Instruments and Hedging Interest Rate Derivatives —We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives currently include interest rate caps and interest rate floors. These derivatives are subject to master netting settlement arrangements. To mitigate the nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value. The following table presents a summary of our interest rate derivatives entered into over each applicable period: Nine Months Ended September 30, 2020 2019 Interest rate caps: Notional amount (in thousands) $ 457,000 (1) $ 624,050 (1) Strike rate low end of range 3.00 % 1.50 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2020 - September 2020 January 2019 - June 2019 Termination date range February 2021 - February 2022 June 2020 - February 2022 Total cost (in thousands) $ 83 $ 1,048 Interest rate floors: Notional amount (in thousands) $ — (1) $ 6,000,000 (1) Strike rate low end of range 1.63 % Strike rate high end of range 1.63 % Effective date range January 2019 Termination date range March 2020 Total cost (in thousands) $ — $ 225 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: September 30, 2020 December 31, 2019 Interest rate caps: Notional amount (in thousands) $ 1,294,000 (1) $ 3,799,740 (1) Strike rate low end of range 3.00 % 1.50 % Strike rate high end of range 4.88 % 5.22 % Termination date range November 2020 - February 2022 February 2020 - February 2022 Aggregate principle balance on corresponding mortgage loans (in thousands) $ 1,116,000 $ 3,666,331 Interest rate floors: (2) Notional amount (in thousands) $ 25,000 (1) $ 12,025,000 (1) Strike rate low end of range 1.25 % (0.25 )% Strike rate high end of range 1.25 % 1.63 % Termination date range November 2021 March 2020 - November 2021 _______________ (1) These instruments were not designated as cash flow hedges. (2) Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. Credit Default Swap Derivatives —We use credit default swaps, tied to the CMBX index, to hedge financial and capital market risk. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. As of September 30, 2020 , we held credit default swaps with notional amounts totaling $212.5 million . These credit default swaps had effective dates from February 2015 to August 2017 and expected maturity dates from October 2023 to October 2026 . Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $3.4 million as of September 30, 2020 . Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when the change in market value is over $250,000 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Fair values of interest rate caps, floors, flooridors and corridors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the swaps, caps, and floors are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. Fair values of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. These expected future cash flows are probability-weighted projections based on the contract terms, accounting for both the magnitude and likelihood of potential payments, which are both computed using the appropriate LIBOR forward curve and market implied volatilities as of the valuation date (Level 2 inputs). Fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. Fair values of marketable securities and liabilities associated with marketable securities, including public equity securities, equity put and call options, and other investments, are based on their quoted market closing prices (Level 1 inputs). Fair values of hotel properties are based on methodologies which include the development of the discounted cash flow method of the income approach with support based on the market approach (Level 3 inputs). See note 5 . When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant ( 10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at September 30, 2020 , the LIBOR interest rate forward curve (Level 2 inputs) assumed a downtrend from 0.148% to 0.129% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter-party and Cash Collateral Netting (1) Total September 30, 2020: Assets Derivative assets: Interest rate derivatives - floors $ — $ 330 $ — $ — $ 330 (2) Interest rate derivatives - caps — 1 — — 1 (2) Credit default swaps — (1,651 ) — 3,000 1,349 (2) — (1,320 ) — 3,000 1,680 Non-derivative assets: Equity securities 1,741 — — — 1,741 (3) Total $ 1,741 $ (1,320 ) $ — $ 3,000 $ 3,421 December 31, 2019: Assets Derivative assets: Interest rate derivatives - floors $ — $ 42 $ — $ 257 $ 299 (2) Interest rate derivatives - caps — 47 — — 47 (2) Credit default swaps — (1,579 ) — 2,924 1,345 (2) — (1,490 ) — 3,181 1,691 Non-derivative assets: Equity securities 14,591 — — — 14,591 (3) Total $ 14,591 $ (1,490 ) $ — $ 3,181 $ 16,282 Liabilities Derivative liabilities: Credit default swaps — (1,092 ) — 1,050 (42 ) (4) Net $ 14,591 $ (2,582 ) $ — $ 4,231 $ 16,240 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets, net” in our consolidated balance sheets. (3) Reported as “marketable securities” in our consolidated balance sheets. (4) Reported net as “derivative liabilities, net” in our consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations The following tables summarize the effect of fair value measured assets and liabilities on the consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended September 30, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ (95 ) $ (2,016 ) Interest rate derivatives - caps (59 ) (300 ) Credit default swaps 323 (4) (213 ) (4) 169 (2,529 ) Non-derivative assets: Equity (724 ) 343 Total (555 ) (2,186 ) Liabilities Derivative liabilities: Credit default swaps — (4) (157 ) (4) Net $ (555 ) $ (2,343 ) Total combined Interest rate derivatives - floors $ 6,185 $ (1,866 ) Interest rate derivatives - caps (59 ) (300 ) Credit default swaps 323 (370 ) Unrealized gain (loss) on derivatives 6,449 (1) (2,536 ) (1) Realized gain (loss) on interest rate floors (6,280 ) (2) (150 ) (2) Unrealized gain (loss) on marketable securities (758 ) (3) 315 (3) Realized gain (loss) on marketable securities 34 (2) 28 (2) Net $ (555 ) $ (2,343 ) ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $271 and $272 for the three months ended September 30, 2020 and 2019 , respectively, included in “other income (expense)” associated with credit default swaps. Gain (Loss) Recognized in Income Nine Months Ended September 30, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ 668 $ (97 ) Interest rate derivatives - caps (129 ) (1,414 ) Credit default swaps 1,019 (4) (2,003 ) (4) 1,558 (3,514 ) Non-derivative assets: Equity 386 1,765 Total 1,944 (1,749 ) Liabilities Derivative liabilities: Credit default swaps — (4) (1,078 ) (4) Net $ 1,944 $ (2,827 ) Total combined Interest rate derivatives - floors $ 10,173 $ 441 Interest rate derivatives - caps (129 ) (1,414 ) Credit default swaps 1,019 (3,081 ) Unrealized gain (loss) on derivatives 11,063 (1) (4,054 ) (1) Realized gain (loss) on options on interest rate floors (9,505 ) (2) (538 ) (2) Unrealized gain (loss) on marketable securities (1,756 ) (3) 1,721 (3) Realized gain (loss) on marketable securities 2,142 (2) 44 (2) Net $ 1,944 $ (2,827 ) ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $811 and $809 for the nine months ended September 30, 2020 and 2019 , respectively, included in “other income (expense)” associated with credit default swaps. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): September 30, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Marketable securities $ 1,741 $ 1,741 $ 14,591 $ 14,591 Derivative assets, net 1,680 1,680 1,691 1,691 Derivative liabilities, net — — 42 42 Financial assets not measured at fair value: Cash and cash equivalents $ 120,916 $ 120,916 $ 262,636 $ 262,636 Restricted cash 89,495 89,495 135,571 135,571 Accounts receivable, net 19,379 19,379 39,638 39,638 Notes receivable, net 8,121 7,715 to 8,527 7,709 7,323 to 8,095 Due from related parties, net 6,015 6,015 3,019 3,019 Due from third-party hotel managers 13,187 13,187 17,368 17,368 Financial liabilities not measured at fair value: Indebtedness $ 3,714,838 $3,219,700 to $3,558,619 $ 4,124,658 $3,881,453 to $4,290,027 Accounts payable and accrued expenses 100,110 100,110 124,226 124,226 Accrued interest payable 91,274 91,274 10,115 10,115 Dividends and distributions payable 868 868 20,849 20,849 Due to Ashford Inc., net 4,885 4,885 6,570 6,570 Due to third-party hotel managers 344 344 2,509 2,509 Cash, cash equivalents and restricted cash . These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. Accounts receivable, net, accounts payable and accrued expenses, accrued interest payable, dividends and distributions payable, due to/from related parties, net, due to Ashford Inc., net and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique. Notes receivable, net. The carrying amount of notes receivable, net approximates its fair value. We estimate the fair value of the notes receivable, net to be approximately 95.0% and 105.0% of the carrying value of $8.1 million at September 30, 2020 and approximately 95.0% to 105.0% of the carrying value of $7.7 million as of December 31, 2019 . Marketable securities. Marketable securities consist of U.S. treasury bills, publicly traded equity securities, and put and call options on certain publicly traded equity securities. The fair value of these investments is based on quoted market closing prices at the balance sheet date. See note 10 for a complete description of the methodology and assumptions utilized in determining the fair values. Derivative assets, net and derivative liabilities, net. Fair value of interest rate caps is determined using the net present value of expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair values of credit default swap derivatives are obtained from a third party who publishes the CMBX index composition and price data. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. Fair values of options on futures contracts are valued at their last reported settlement price as of the measurement date. See notes 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values. Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 86.7% to 95.8% of the carrying value of $3.7 billion at September 30, 2020 and approximately 94.1% to 104.0% of the carrying value of $4.1 billion at December 31, 2019 . These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (129,281 ) $ (31,177 ) $ (418,098 ) $ (85,476 ) Less: Dividends on preferred stock (10,644 ) (10,645 ) (31,932 ) (31,933 ) Less: Dividends on common stock — (5,997 ) — (23,841 ) Less: Dividends on unvested performance stock units — (96 ) — (381 ) Add: Claw back of dividends on unvested performance stock units — — 605 — Less: Dividends on unvested restricted shares — (129 ) — (673 ) Undistributed income (loss) allocated to common stockholders (139,925 ) (48,044 ) (449,425 ) (142,304 ) Add back: Dividends on common stock — 5,997 — 23,841 Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (139,925 ) $ (42,047 ) $ (449,425 ) $ (118,463 ) Weighted average common shares outstanding: Weighted average common shares outstanding - basic and diluted 11,767 9,997 10,721 9,979 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (11.89 ) $ (4.21 ) $ (41.92 ) $ (11.87 ) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (11.89 ) $ (4.21 ) $ (41.92 ) $ (11.87 ) Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 129 $ — $ 673 Income (loss) allocated to unvested performance stock units — 96 — 381 Income (loss) attributable to redeemable noncontrolling interests in operating partnership 22,273 (1 ) 7,919 77,294 (1 ) 21,582 Total $ 22,273 $ 8,144 $ 77,294 $ 22,636 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares — — 8 8 Effect of unvested performance stock units — — — 9 Effect of assumed conversion of operating partnership units 1,869 1,934 1,877 1,900 Effect of contingently issuable shares 17 — 6 — Total 1,886 1,934 1,891 1,917 _______________ (1) Inclusive of preferred stock dividends in arrears of $1.4 million and $3.0 million for the three and nine months ended September 30, 2020 , respectively, allocated to redeemable noncontrolling interests in operating partnership. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, have vesting periods ranging from three years to five years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership. In March 2020, 28,000 LTIP units with a fair value of approximately $372,000 and a vesting period of three years were granted. In May 2020, approximately 70,000 LTIP units were issued to independent directors with a fair value of approximately $422,000 , which vested immediately upon grant. On March 16, 2020, the Company announced that in light of the uncertainty created by the effects of COVID-19, the annual cash retainer for each independent director serving on the Company’s board of directors would be temporarily reduced by 25% and would continue in effect until the board of directors determined in its discretion that the effects of COVID-19 had subsided. The Company also disclosed at that time that any amounts relinquished pursuant to the reduction in fees may be paid in the future, as determined by the board of directors in its discretion. On August 3, 2020, the Company announced that for fiscal year 2020, the independent directors will receive the full value of their annual cash retainer (without reduction). However, all remaining quarterly installments of the annual cash retainer (and any additional cash retainers for committee service or service as lead director), will instead be paid in either fully vested shares of common stock or LTIP units (at each director’s election). In May 2020 and September 2020, approximately 16,000 and 82,000 LTIP units, respectively, were issued to independent directors with fair values of approximately $107,000 and $160,000 , respectively, which vested immediately upon grant and have been expensed during the nine months ended September 30, 2020 . These grants represented a portion of the annual cash retainer for each independent director serving on the Company’s board of directors. The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Ashford Trust OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The number of Performance LTIP units actually earned may range from 0% to 200% of target based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s compensation committee on the grant date. As of September 30, 2020 , there were approximately 130,000 Performance LTIP units, representing 200% of the target number granted, outstanding. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature, and the Performance LTIP units were granted to non-employees. During the nine months ended September 30, 2020 , approximately 109,000 performance-based LTIP units were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $1.4 million . In March 2020, 50,000 Performance LTIP units with a fair value of $200,000 and a vesting period of three years were granted. As of September 30, 2020 , we have issued a total of 1.3 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units other than approximately 253,000 units ( 50,000 of which are Performance LTIP units) have reached full economic parity with, and are convertible into, common units upon vesting. The following table presents the common units redeemed and the fair value upon redemption (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Common units converted to stock — — 196 — Fair value of common units converted $ — $ — $ 959 $ — The following table presents the redeemable noncontrolling interest in Ashford Trust and the corresponding approximate ownership percentage: September 30, 2020 December 31, 2019 Redeemable noncontrolling interests (in thousands) $ 20,532 $ 69,870 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) 173,546 155,536 Ownership percentage of operating partnership 13.73 % 15.92 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to holders of common units and holders of LTIP units, as presented in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Allocated net (income) loss to the redeemable noncontrolling interests $ 22,273 $ 7,919 $ 77,294 $ 21,582 Distributions declared to holders of common units, LTIP units and Performance LTIP units — 1,316 — 5,256 Performance LTIP dividend claw back upon cancellation — — (1,401 ) — |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation Common Stock Dividends —For the first, second and third quarters of 2020 , the board of directors did not declare a quarterly common stock dividend. For the first, second and third quarters of 2019 , the board of directors declared a quarterly dividend of $1.20 , $0.60 and $0.60 , respectively, per outstanding share of common stock. Restricted Stock Units —We incur stock-based compensation expense in connection with restricted stock units awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance. In March 2020, 133,000 restricted stock units with a fair value of approximately $1.8 million and a vesting period of three years were granted. In May 2020, 14,000 shares of common stock were issued to independent directors with a fair value of approximately $84,000 , which vested immediately upon grant and have been expensed during the nine months ended September 30, 2020 . In May 2020 and September 2020, approximately 3,000 and 13,000 shares of common stock, respectively, were issued to independent directors with fair values of approximately $17,000 and $25,000 , respectively, which vested immediately upon grant and have been expensed during the nine months ended September 30, 2020 . These grants represented a portion of the annual cash retainer for each independent director serving on the Company’s board of directors in connection with the COVID-19 related modifications to our director compensation program discussed in note 13. Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years , to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The number of PSUs actually earned may range from 0% to 200% of target based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. During the nine months ended September 30, 2020 , 35,000 PSUs were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $378,000 . In March 2020, 70,000 PSUs with a fair value of $560,000 and a vesting period of three years were granted. During 2020, 66,000 PSUs were forfeited as a result of the separation of an executive officer from the Company. The forfeiture resulted in a credit to equity based compensation expense of approximately $1.9 million for the nine months ended September 30, 2020 , which is included in “advisory services fees” on our consolidated statement of operations. Additionally, as a result of the forfeiture there was a claw back of the previously declared dividends in the amount of $227,000 for the nine months ended September 30, 2020 . Preferred Dividends —The board of directors declared quarterly dividends as presented below: Three Months Ended September 30, 2020 2019 8.45% Series D Cumulative Preferred Stock $ — $ 0.5281 7.375% Series F Cumulative Preferred Stock — 0.4609 7.375% Series G Cumulative Preferred Stock — 0.4609 7.50% Series H Cumulative Preferred Stock — 0.4688 7.50% Series I Cumulative Preferred Stock — 0.4688 The table below presents the accumulated but unpaid dividends in arrears as of September 30, 2020 (in thousands): September 30, 2020 8.45% Series D Cumulative Preferred Stock ($1.06/share) $ 2,524 7.375% Series F Cumulative Preferred Stock ($.92/share) 4,425 7.375% Series G Cumulative Preferred Stock ($.92/share) 5,715 7.50% Series H Cumulative Preferred Stock ($.94/share) 3,562 7.50% Series I Cumulative Preferred Stock ($.94/share) 5,062 Stock Repurchases —On December 5, 2017, the board of directors reapproved a stock repurchase program (the “Repurchase Program”) pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share and preferred stock having an aggregate value of up to $200 million . The board of directors’ authorization replaced any previous repurchase authorizations. No shares of our common stock or preferred stock were repurchased under the Repurchase Program during the nine months ended September 30, 2020 and 2019 . At-the-Market Equity Offering Program —On December 11, 2017, the Company established an “at-the-market” equity offering program pursuant to which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $100 million . No shares of its common stock were issued under this program during the three and nine months ended September 30, 2019 . As of September 30, 2020 , we have issued approximately 6.5 million shares of our common stock for gross proceeds of approximately $27.5 million . The program expired on September 28, 2020. The table below summarizes the activity during the three and nine months ended September 30, 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2020 Common stock issued 4,127 4,127 Gross proceed received $ 12,009 $ 12,009 Commissions and other expenses 150 150 Net proceeds $ 11,859 $ 11,859 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a monthly base fee that is a percentage of our total market capitalization on a declining sliding scale plus the Net Asset Fee Adjustment, as defined in the advisory agreement, subject to a minimum monthly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. Total market capitalization includes the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale is between 0.70% and 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . At September 30, 2020 , the monthly base fee was 0.70% based on our current market capitalization. We are also required to pay Ashford LLC an incentive fee that is measured annually (or stub period if the advisory agreement is terminated at other than year-end). Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we pay Ashford LLC an incentive fee over the following three years , subject to the FCCR Condition, as defined in the advisory agreement, which relates to the ratio of adjusted EBITDA to fixed charges. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. On October 16, 2020, the independent members of the board of directors of Ashford Inc. provided the Company a 30-day deferral on the payment of: (i) approximately $3 million in base advisory fees with respect to the month of October 2020; and (ii) approximately $1 million in reimbursable expenses with respect to the month of October 2020 payable under the advisory agreement. On November 5, 2020, the independent members of the board of directors of Ashford Inc. provided the Company an additional 30 -day deferral of the base advisory fees that were previously deferred from October. Additionally, the independent members of the board of directors of Ashford Inc. provided the Company a 30-day deferral on the payment of approximately $3 million in base advisory fees with respect to the month of November 2020. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Advisory services fee Base advisory fee $ 8,654 $ 8,949 $ 26,128 $ 27,300 Reimbursable expenses (1) 1,557 2,367 4,955 7,763 Equity-based compensation (2) 2,122 4,648 6,765 (3) 13,486 Total advisory services fee $ 12,333 $ 15,964 $ 37,848 $ 48,549 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. (3) During the nine months ended September 30, 2020 , 66,000 PSUs were forfeited as a result of the separation of an executive officer from the Company. The forfeiture resulted in a credit to equity based compensation expense of approximately $1.9 million for the nine months ended September 30, 2020 , Lismore Advisory Fee On March 20, 2020, Lismore Capital LLC (“Lismore”), a subsidiary of Ashford Inc., entered into an agreement with the Company to seek modifications, forbearances or refinancings of the Company’s loans (the “Lismore Agreement”). Pursuant to the Lismore Agreement, Lismore shall, during the agreement term (which commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Ashford Trust on not less than thirty days written notice) negotiate the refinancing, modification or forbearance of the existing mortgage debt on Ashford Trust’s hotels. For the purposes of the Lismore Agreement, financing shall include, without limitation, senior or subordinate loan financing, provided in any single transaction or a combination of transactions, including, mortgage loan financing, mezzanine loan financing, or subordinate loan financing encumbering the applicable hotel or unsecured loan financing. On July 1, 2020, the Company amended and restated the agreement with Lismore with an effective date of April 6, 2020. Pursuant to the amended and restated agreement, the term of the agreement was extended to 24 months following the commencement date. In connection with the services provided by Lismore under the amended and restated agreement, Lismore is entitled to receive a fee of approximately $2.6 million in three equal installments of approximately $857,000 per month beginning July 20, 2020, and ending on September 20, 2020. Lismore is also entitled to receive a fee that is calculated and payable as follows: (i) a fee equal to 25 basis points ( 0.25% ) of the amount of a loan, payable upon the acceptance by the applicable lender of any forbearance or extension of such loan, or in the case where a third-party agent or contractor engaged by the Company has secured an extension of the maturity date equal to or greater than 12 months of any such loan, then the amount payable to Lismore shall be reduced to 10 basis points ( 0.10% ); (ii) a fee equal to 75 basis points ( 0.75% ) of the amount of any principal reduction of a loan upon the acceptance by any lender of any principal reduction of such loan; and (iii) a fee equal to 150 basis points ( 1.50% ) of the implied conversion value (but in any case, no less than 50% percent of the face value of such loan or loans) of a loan upon the acceptance by any lender of any debt to equity conversion of such loan. At the time of amendment, the Company had paid Lismore approximately $8.3 million , in the aggregate, pursuant to the original agreement. Under the amended and restated agreement, the Company is still entitled, in the event that the Company does not complete, for any reason, extensions or forbearances during the term of the agreement equal to or greater than approximately $4.1 billion , to offset, against any fees the Company or its affiliates owe pursuant to the advisory agreement, a portion of the fee previously paid by the Company to Lismore equal to the product of (x) approximately $4.1 billion minus the amount of extensions or forbearances completed during the term of the agreement multiplied by (y) 0.125% . Upon entering into the agreement with Lismore, the Company made a payment of $5.1 million . No amounts under this payment can be clawed back. As of September 30, 2020 , the Company has also paid $5.1 million related to periodic installments of which $3.2 million has been expensed in accordance with the agreement and $2.0 million may be offset against future fees under the agreement that are eligible for claw back under the agreement. As of September 30, 2020 approximately $5.8 million of the payments are included in “other assets.” Further, the Company has incurred $6.3 million in success fees under the agreement in connection with each signed forbearance or other agreement, of which no amounts are available for claw back. As of September 30, 2020, the Company has a payable of $3.0 million for these fees included in “Due to Ashford Inc., net” on our consolidated balance sheet. On August 25, 2020, in light of the fact that Ashford Trust subsequently agreed to transfer the hotels underlying the Rockbridge Portfolio to the lender, the independent members of the board of directors of Ashford Inc. waived $540,000 of Lismore advisory fees associated with items (i) and (ii) above with respect to the Rockbridge Portfolio loan. Also on August 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service, the independent members of the board of directors of Ashford Inc. waived $94,000 of Lismore advisory fees associated with items (i) and (ii) above with respect to the mortgage loan secured by La Posada de Santa Fe. On October 16, 2020, the independent members of the board of directors of Ashford Inc. provided the Company a 30 -day deferral on the payment of the success fees of approximately $3.0 million that were earned by Ashford Inc. during the third quarter. On November 5, 2020, the independent members of the board of directors of Ashford Inc. provided the Company an additional 30 -day deferral of the payment of the success fees. For the three and nine months ended September 30, 2020, the Company has recognized expense of $9.2 million and $10.7 million , respectively, which is included in “write-off of premiums, loan costs and exit fees.” Additionally, the independent members of the board of directors of Ashford Inc. accelerated approximately $ 506,000 in claw back credit due to Ashford Trust which, absent a waiver, would occur after the expiration of the Lismore Agreement. Such claw back credit is due to Ashford Trust in connection with certain properties Ashford Trust no longer owns. Additionally on November 5, 2020, the independent members of the board of directors of Ashford Inc. provided the Company a 30 -day deferral of potential Lismore success fees for the month of November 2020. Ashford Securities On September 25, 2019, Ashford Inc. announced the formation of Ashford Securities to raise retail capital in order to grow its existing and future platforms. In conjunction with the formation of Ashford Securities, Ashford Trust has entered into a contribution agreement with Ashford Inc. pursuant to which Ashford Trust has agreed to contribute, with Braemar Hotels & Resorts Inc. (“Braemar”), up to $15 million to fund the operations of Ashford Securities. As of September 30, 2020 , Ashford Trust has funded approximately $3.0 million . As of September 30, 2020 and December 31, 2019 , $385,000 and $1.6 million , respectively, of the pre-funded amounts were included in “other assets” on our consolidated balance sheets. Costs for all operating expenses of Ashford Securities that are contributed by Ashford Trust and Braemar will be expensed as incurred. These costs will be allocated initially to Ashford Trust and Braemar based on an allocation percentage of 75% to Ashford Trust and 25% to Braemar. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings raised or June 10, 2023, there will be a true up (the “True-up Date”) between Ashford Trust and Braemar whereby the actual capital contributions contributed by each company will be based on the actual amount of capital raised by Ashford Trust and Braemar, respectively. After the True-up Date, the capital contributions will be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. Funding advances will be expensed as the expenses are incurred by Ashford Securities. The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Corporate, general and administrative $ 591 $ — $ 1,604 $ — In the fourth quarter of 2019, the Company expensed $896,000 of reimbursed operating expenses of Ashford Securities. Enhanced Return Funding Program The Enhanced Return Funding Program Agreement (the “ERFP Agreement”) generally provides that Ashford LLC will make investments to facilitate the acquisition of properties by Ashford Trust OP that are recommended by Ashford LLC, in an aggregate amount of up to $50 million (subject to increase to up to $100 million by mutual agreement). The investments will equal 10% of the property acquisition price and will be made, either at the time of the property acquisition or at any time generally in the following three years , in exchange for hotel FF&E for use at the acquired property or any other property owned by Ashford Trust OP. The initial term of the ERFP Agreement is two years (the “Initial Term”), unless earlier terminated pursuant to the terms of the ERFP Agreement. At the end of the Initial Term, the ERFP Agreement shall automatically renew for successive one year periods (each such period a “Renewal Term”) unless either Ashford Inc. or Ashford Trust provides written notice to the other at least sixty days in advance of the expiration of the Initial Term or Renewal Term, as applicable, that such notifying party intends not to renew the ERFP Agreement. As a result of the Embassy Suites New York Manhattan Times Square acquisition in 2019, under the ERFP Agreement, we are entitled to receive $19.5 million from Ashford LLC in the form of future purchases of hotel FF&E. In the second quarter of 2019, the Company sold $8.1 million of hotel FF&E from certain Ashford Trust hotel properties to Ashford LLC. On March 13, 2020, an extension agreement was entered into whereby the required FF&E acquisition date by Ashford LLC of the remaining $11.4 million was extended to December 31, 2022. On August 19, 2020, the Embassy Suites New York Manhattan Times Square was sold. The hotel contained FF&E that was previously sold to Ashford LLC under the ERFP program. On November 5, 2020, the independent members of the board of directors of Ashford Inc. waived the requirement of the Company to provide replacement FF&E. Project Management Agreement In connection with Ashford Inc.’s August 8, 2018 acquisition of Remington Lodging’s project management business, we entered into a project management agreement with Ashford Inc.’s subsidiary, Premier Project Management LLC (“Premier”), pursuant to which Premier provides project management services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the project management agreement, we pay Premier: (a) project management fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision. On March 20, 2020, we amended the project management agreement to provide that Premier’s fees shall be paid by the Company to Premier upon the completion of any work provided by third party vendors to the Company. Hotel Management Agreement On November 6, 2019, Ashford Inc. completed the acquisition of Remington Lodging’s hotel management business. As a result of the acquisition, hotel management services are provided by Remington Hotels, a subsidiary of Ashford Inc., under the respective hotel management agreement with each customer, including Ashford Trust and Braemar. At September 30, 2020 , Remington Hotels managed 68 of our 103 hotel properties and the WorldQuest condominium properties. We pay monthly hotel management fees equal to the greater of approximately $14,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us. We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on the related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. Remington Lodging (prior to Ashford Inc. acquisitions) Between January 1, 2019 and November 5, 2019, we paid Remington Lodging monthly hotel management fees equal to the greater of approximately $14,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at September 30, 2020 , escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 6% of gross revenues for capital improvements. The Company is currently working with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls. Franchise Fees —Under franchise agreements for our hotel properties existing at September 30, 2020 , we pay franchisor royalty fees between 3% and 6% of gross rooms revenue and, in some cases, 1% to 3% of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2021 and 2047 . When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to stockholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property. The table below summarizes the franchise fees incurred (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Other hotel expenses $ 4,808 $ 19,669 $ 22,069 $ 58,371 Management Fees —Under hotel management agreements for our hotel properties existing at September 30, 2020 , we pay monthly hotel management fees equal to the greater of approximately $14,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 1% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2021 through 2038 , with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2016 through 2019 remain subject to potential examination by certain federal and state taxing authorities. Potential Pension Liabilities —Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, a majority of employees, who are employees of the hotel manager, Remington Lodging, petitioned the employer to withdraw recognition of the union. As a result of the decertification petition, Remington Lodging withdrew recognition of the union. At the time of the withdrawal, the National Retirement Fund, the union’s pension fund, indicated unfunded pension liabilities existed. The National Labor Relations Board (“NLRB”) filed a complaint against Remington Lodging seeking, among other things, a ruling that Remington Lodging’s withdrawal of recognition was unlawful. The pension fund entered into a settlement agreement with Remington Lodging on November 1, 2011, providing that Remington Lodging will continue to make monthly pension fund payments pursuant to the collective bargaining agreement. As of September 30, 2020 , Remington Lodging continues to comply with the settlement agreement by making the appropriate monthly pension fund payments. If Remington Lodging does not comply with the settlement agreement, we have agreed to indemnify Remington Lodging for the payment of the unfunded pension liability, if any, as set forth in the settlement agreement equal to $1.7 million minus the monthly pension payments made by Remington Lodging since the settlement agreement. To illustrate, if Remington Lodging - as of the date a final determination occurs - has made monthly pension payments equaling $100,000 , Remington Lodging’s remaining withdrawal liability would be the unfunded pension liability of $1.7 million minus $100,000 (or $1.6 million ). This remaining unfunded pension liability would be paid to the pension fund in annual installments of $84,000 (but may be made monthly or quarterly, at Remington Lodging’s election), which shall continue for the remainder of twenty years , which is capped, unless Remington Lodging elects to pay the unfunded pension liability amount earlier. Litigation — Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. In 2016, the Court of Appeals reduced the original $10.8 million judgment to $8.8 million and added pre-judgment interest on the wrongful eviction judgment. The case was further appealed to the Florida Supreme Court. On May 23, 2017, the trial court issued an order compelling the company that issued the supersedeas bond, RLI Insurance Company (“RLI”), to pay approximately $10.0 million . On June 1, 2017, RLI paid Nantucket this amount and sought reimbursement from the Company, and on June 7, 2017, the Company paid $2.5 million of the judgment. On June 27, 2017, the Florida Supreme Court denied the Company’s petition for review. As a result, all of the appeals were exhausted and the judgment was final with the determination and reimbursement of attorney’s fees being the only remaining dispute. On June 29, 2017, the balance of the judgment of $3.9 million was paid to Nantucket by the Company. On July 26, 2018, we paid $544,000 as part of a settlement on certain legal fees. The negotiations relating to the potential payment of the remaining attorney’s fees are still ongoing. As of September 30, 2020 , we have accrued approximately $504,000 in legal fees, which represents the Company’s estimate of the amount of potential remaining legal fees that could be owed. On December 4, 2015, Pedro Membrives filed a class action lawsuit against HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Mark A. Sharkey, Archie Bennett, Jr., Monty J. Bennett, Christopher Peckham, and any other related entities in the Supreme Court of New York, Nassau County, Commercial Division. On August 30, 2016, the complaint was amended to add Michele Spero as a Plaintiff and Remington Long Island Employers, LLC as a defendant. The lawsuit is captioned Pedro Membrives and Michele Spero, individually and on behalf of others similarly situated v. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC, et al ., Index No. 607828/2015 (Sup. Ct. Nassau Cty.) . The plaintiffs allege that the owner and management company of the Hyatt Regency Long Island hotel violated New York law by improperly retaining service charges rather than distributing them to employees. In 2017, the class was certified. On July 24, 2018, the trial court granted the plaintiffs’ motion for summary judgment on liability. The defendants appealed the summary judgment to the New York State Appellate Division, Second Department (the “Second Department”), and the appeal is still pending. By Order dated May 7, 2020, the Second Department referred the matter for mandatory mediation. The parties participated in mediation on June 22, 2020, however, they were not able to arrive at mutually acceptable settlement terms. Notwithstanding the pending appeal on the summary judgment issue, the trial court continued the litigation with respect to the plaintiffs’ alleged damages. The defendants intend to vigorously defend against the plaintiffs’ claims and the Company does not believe that an unfavorable outcome is probable. If, however, the plaintiffs’ motion for summary judgment on liability is upheld and the Company is unsuccessful in any further appeals, the Company estimates that damages could range between approximately $5.8 million and $11.9 million plus attorneys’ fees. As of September 30, 2020 , no amounts have been accrued. In June 2020, each of the Company, Braemar, Ashford Inc., and Lismore, a subsidiary of Ashford Inc. (collectively with the Company, Braemar, Ashford Inc. and Lismore, the “Ashford Companies”), received an administrative subpoena from the SEC. The Company’s administrative subpoena requires the production of documents and other information since January 1, 2018 relating to, among other things, (1) related party transactions among the Ashford Companies (including the Lismore Agreement between the Company and Lismore pursuant to which the Company engaged Lismore to negotiate the refinancing, modification or forbearance of certain mortgage debt) or between any of the Ashford Companies and any officer, director or owner of the Ashford Companies or any entity controlled by any such person, and (2) the Company’s accounting policies, procedures, and internal controls related to such related party transactions. In addition, in October 2020, Mr. Monty J. Bennett, chairman of our board of directors, received an administrative subpoena from the SEC requiring testimony and the production of documents and other information substantially similar to the requests in the subpoenas received by the Ashford Companies. The Company and Mr. Monty J. Bennett are responding to the administrative subpoenas. A class action lawsuit has been filed against one of the Company’s hotel management companies alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (1) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous policy requiring its employees to stay on premises during rest breaks; and (2) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members are being prepared. Upon receipt, recipients of the notice will have 60 days to opt out of the class. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because the class size has not yet been determined and there is uncertainty under California law with respect to a significant legal issue, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of September 30, 2020, no amounts have been accrued. We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics. As of September 30, 2020 and December 31, 2019 , all of our hotel properties were domestically located. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020 . Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and nine months ended September 30, 2020 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . |
Use of Estimates | Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes —On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted. For the period ended September 30, 2020 , the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ending December 31, 2020. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases . In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 may have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We are currently evaluating the impact that ASU 2020-06 may have on our consolidated financial statements and related disclosures. |
Reclassification | Reclassification —Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Acquisitions and Dispositions that Affect Comparability | The following acquisitions and dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date Embassy Suites New York Manhattan Times Square New York, NY Acquisition January 22, 2019 Hilton Santa Cruz/Scotts Valley Santa Cruz, CA Acquisition February 26, 2019 San Antonio Marriott San Antonio, TX Disposition August 2, 2019 Hilton Garden Inn Wisconsin Dells Wisconsin Dells, WI Disposition August 6, 2019 Courtyard Savannah Savannah, GA Disposition August 14, 2019 SpringHill Suites Jacksonville Jacksonville, FL Disposition December 3, 2019 Crowne Plaza Annapolis Annapolis, MD Disposition March 9, 2020 Columbus Hampton Inn Easton Columbus, OH Disposition August 19, 2020 Stillwater Residence Inn Stillwater, OK Disposition August 19, 2020 Washington Hampton Inn Pittsburgh Meadow Lands Pittsburgh, PA Disposition August 19, 2020 Phoenix Hampton Inn Airport North Phoenix, AZ Disposition August 19, 2020 Pittsburgh Hampton Inn Waterfront West Homestead Pittsburgh, PA Disposition August 19, 2020 Wichita Courtyard by Marriott Old Town Wichita, KS Disposition August 19, 2020 Canonsburg Homewood Suites Pittsburgh Southpointe Pittsburgh, PA Disposition August 19, 2020 Billerica Courtyard by Marriott Boston Boston, MA Disposition August 19, 2020 Embassy Suites New York Manhattan Times Square New York, NY Disposition August 19, 2020 W Minneapolis, MN Minneapolis, MN Disposition September 15, 2020 Courtyard Louisville Louisville, KY Disposition September 21, 2020 Courtyard Ft. Lauderdale Ft. Lauderdale, FL Disposition September 21, 2020 Residence Inn Lake Buena Vista Lake Buena Vista, FL Disposition September 21, 2020 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 5,802 $ 450 $ 668 $ — $ 6,920 Boston, MA Area 2 1,691 25 509 — 2,225 Dallas / Ft. Worth Area 7 3,204 340 379 — 3,923 Houston, TX Area 3 2,592 360 88 — 3,040 Los Angeles, CA Metro Area 6 7,205 406 705 — 8,316 Miami, FL Metro Area 2 639 28 40 — 707 Minneapolis - St. Paul, MN - WI Area 3 698 40 42 — 780 Nashville, TN Area 1 841 126 210 — 1,177 New York / New Jersey Metro Area 7 4,311 267 306 — 4,884 Orlando, FL Area 2 1,020 36 142 — 1,198 Philadelphia, PA Area 3 2,904 395 96 — 3,395 San Diego, CA Area 2 1,548 32 195 — 1,775 San Francisco - Oakland, CA Metro Area 7 7,914 63 400 — 8,377 Tampa, FL Area 2 1,530 81 254 — 1,865 Washington D.C. - MD - VA Area 9 4,527 99 487 — 5,113 Other Areas 38 29,789 2,215 3,174 — 35,178 Orlando WorldQuest — 133 — 58 — 191 Disposed properties 13 3,251 37 358 — 3,646 Corporate — — — — 333 333 Total 116 $ 79,599 $ 5,000 $ 8,111 $ 333 $ 93,043 Three Months Ended September 30, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 17,267 $ 4,180 $ 1,143 $ — $ 22,590 Boston, MA Area 2 16,546 1,524 910 — 18,980 Dallas / Ft. Worth Area 7 13,619 3,163 827 — 17,609 Houston, TX Area 3 6,283 1,929 176 — 8,388 Los Angeles, CA Metro Area 6 20,042 3,728 1,403 — 25,173 Miami, FL Metro Area 2 3,876 1,334 184 — 5,394 Minneapolis - St. Paul, MN - WI Area 3 6,038 1,668 278 — 7,984 Nashville, TN Area 1 12,710 5,120 457 — 18,287 New York / New Jersey Metro Area 6 20,542 5,190 781 — 26,513 Orlando, FL Area 2 4,649 422 319 — 5,390 Philadelphia, PA Area 3 6,761 896 162 — 7,819 San Diego, CA Area 2 5,114 285 307 — 5,706 San Francisco - Oakland, CA Metro Area 7 24,389 2,247 672 — 27,308 Tampa, FL Area 2 5,060 1,453 264 — 6,777 Washington D.C. - MD - VA Area 9 30,068 5,915 2,147 — 38,130 Other Areas 44 79,960 12,870 5,911 — 98,741 Orlando WorldQuest — 871 28 295 — 1,194 Disposed properties 13 27,909 1,786 1,515 — 31,210 Corporate — — — — 1,044 1,044 Total 121 $ 301,704 $ 53,738 $ 17,751 $ 1,044 $ 374,237 Nine Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 20,955 $ 4,509 $ 2,279 $ — $ 27,743 Boston, MA Area 2 8,171 855 2,011 — 11,037 Dallas / Ft. Worth Area 7 17,963 4,319 1,496 — 23,778 Houston, TX Area 3 8,863 2,662 319 — 11,844 Los Angeles, CA Metro Area 6 26,794 3,834 2,133 — 32,761 Miami, FL Metro Area 2 7,255 2,342 211 — 9,808 Minneapolis - St. Paul, MN - WI Area 3 3,926 931 216 — 5,073 Nashville, TN Area 1 10,551 5,240 1,251 — 17,042 New York / New Jersey Metro Area 6 17,413 3,614 1,187 — 22,214 Orlando, FL Area 2 6,636 461 785 — 7,882 Philadelphia, PA Area 3 7,555 1,195 274 — 9,024 San Diego, CA Area 2 5,539 280 502 — 6,321 San Francisco - Oakland, CA Metro Area 7 27,472 2,132 1,344 — 30,948 Tampa, FL Area 2 8,944 2,247 668 — 11,859 Washington D.C. - MD - VA Area 9 26,624 4,517 2,707 — 33,848 Other Areas 38 104,397 13,906 9,947 — 128,250 Orlando WorldQuest — 1,215 25 433 — 1,673 Disposed properties 14 22,572 1,078 1,849 — 25,499 Corporate — — — — 1,381 1,381 Total 116 $ 332,845 $ 54,147 $ 29,612 $ 1,381 $ 417,985 Nine Months Ended September 30, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 55,545 $ 13,829 $ 3,533 $ — $ 72,907 Boston, MA Area 2 41,653 4,961 2,674 — 49,288 Dallas / Ft. Worth Area 7 45,509 12,017 2,582 — 60,108 Houston, TX Area 3 19,862 6,622 595 — 27,079 Los Angeles, CA Metro Area 6 60,867 12,434 3,863 — 77,164 Miami, FL Metro Area 2 16,031 6,341 585 — 22,957 Minneapolis - St. Paul, MN - WI Area 3 15,833 4,631 676 — 21,140 Nashville, TN Area 1 39,332 16,590 1,677 — 57,599 New York / New Jersey Metro Area 6 56,219 17,299 2,055 — 75,573 Orlando, FL Area 2 17,286 1,451 968 — 19,705 Philadelphia, PA Area 3 18,464 2,699 515 — 21,678 San Diego, CA Area 2 14,177 944 799 — 15,920 San Francisco - Oakland, CA Metro Area 7 70,253 7,099 1,947 — 79,299 Tampa, FL Area 2 19,589 5,931 827 — 26,347 Washington D.C. - MD - VA Area 9 95,433 19,525 6,297 — 121,255 Other Areas 41 236,075 42,984 17,196 — 296,255 Orlando WorldQuest 3,075 80 988 — 4,143 Disposed properties 16 85,134 6,660 4,653 — 96,447 Corporate — — — — 3,239 3,239 Total 121 $ 910,337 $ 182,097 $ 52,430 $ 3,239 $ 1,148,103 |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investments in Hotel Properties, net | Investments in hotel properties, net consisted of the following (in thousands): September 30, 2020 December 31, 2019 Land $ 632,015 $ 769,381 Buildings and improvements 3,764,196 4,129,884 Furniture, fixtures and equipment 413,003 503,156 Construction in progress 12,637 29,745 Condominium properties 11,740 12,093 Total cost 4,833,591 5,444,259 Accumulated depreciation (1,349,572 ) (1,335,816 ) Investments in hotel properties, net $ 3,484,019 $ 4,108,443 |
Hotel Dispositions and Impair_2
Hotel Dispositions and Impairment Charges (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Hotel Dispositions and Assets Held for Sale | The following table includes condensed financial information from these hotel properties in the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Total hotel revenue $ 3,646 $ 31,210 $ 25,499 $ 96,447 Total hotel operating expenses (2,602 ) (19,074 ) (20,914 ) (60,374 ) Gain (loss) on sale of assets and hotel properties (40,370 ) 2,293 (36,753 ) 2,293 Property taxes, insurance and other (1,670 ) (2,929 ) (6,406 ) (8,697 ) Depreciation and amortization (2,982 ) (5,559 ) (12,426 ) (18,268 ) Impairment charges (29,926 ) — (85,144 ) (6,533 ) Operating income (loss) (73,904 ) 5,941 (136,144 ) 4,868 Interest income — 36 9 50 Interest expense and amortization of premiums and loan costs (7,016 ) (6,664 ) (21,879 ) (20,637 ) Write-off of premiums, loan costs and exit fees 548 (426 ) (21 ) (426 ) Gain (loss) on extinguishment of debt 90,325 — 90,325 — Income (loss) before income taxes 9,953 (1,113 ) (67,710 ) (16,145 ) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (1,367 ) 177 9,983 2,518 Net income (loss) before income taxes attributable to the Company $ 8,586 $ (936 ) $ (57,727 ) $ (13,627 ) |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes our carrying value and ownership interest in OpenKey: September 30, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 2,980 $ 2,829 Ownership interest in OpenKey 17.5 % 17.0 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Equity in earnings (loss) of unconsolidated entities $ (121 ) $ (96 ) $ (279 ) $ (312 ) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Indebtedness | Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate (1) Default Rate (2) September 30, 2020 December 31, 2019 Mortgage loan (4) 1 hotel June 2020 LIBOR (3) + 5.10% n/a $ — $ 43,750 Mortgage loan (5) 8 hotels July 2020 LIBOR (3) + 4.33% n/a — 144,000 Mortgage loan (6) 1 hotel November 2020 6.26% 5.00% 90,063 91,542 Mortgage loan (7) 1 hotel November 2020 LIBOR (3) + 2.55% n/a 25,000 25,000 Mortgage loan (6) (8) 17 hotels November 2020 LIBOR (3) + 3.00% 4.00% 419,000 419,000 Mortgage loan (6) (9) 8 hotels February 2021 LIBOR (3) + 2.92% 5.00% 395,000 395,000 Mortgage loan (10) 2 hotels March 2021 LIBOR (3) + 2.75% n/a 240,000 240,000 Mortgage loan (11) 19 hotels April 2021 LIBOR (3) + 3.20% n/a 913,093 907,030 Mortgage loan (12) 7 hotels June 2021 LIBOR (3) + 3.65% n/a 180,720 180,720 Mortgage loan (12) 7 hotels June 2021 LIBOR (3) + 3.39% n/a 174,400 174,400 Mortgage loan (13) 5 hotels June 2021 LIBOR (3) + 3.73% n/a 221,040 221,040 Mortgage loan (14) 5 hotels June 2021 LIBOR (3) + 4.02% n/a 262,640 262,640 Mortgage loan (15) 5 hotels June 2021 LIBOR (3) + 2.73% n/a 160,000 160,000 Mortgage loan (14) 5 hotels June 2021 LIBOR (3) + 3.68% n/a 215,120 215,120 Mortgage loan (5) 1 hotel February 2022 LIBOR (3) + 3.90% n/a — 145,000 Mortgage loan (16) 1 hotel July 2022 LIBOR (3) + 3.95% n/a 34,200 35,200 Mortgage loan (6) (17) 1 hotel November 2022 LIBOR (3) + 2.00% 5.00% 97,000 97,000 Mortgage loan (18) 1 hotel December 2022 LIBOR (3) + 2.25% n/a 16,100 16,100 Mortgage loan (4) (19) 1 hotel January 2023 LIBOR (3) + 3.40% n/a 37,000 — Mortgage loan (5) 1 hotel May 2023 5.46% n/a — 51,843 Mortgage loan (20) 1 hotel June 2023 LIBOR (3) + 2.45% n/a 73,450 73,450 Mortgage loan (6) 1 hotel January 2024 5.49% 5.00% 6,727 6,759 Mortgage loan (6) 1 hotel January 2024 5.49% 5.00% 9,818 9,865 Mortgage loan (6) 1 hotel May 2024 4.99% 5.00% 6,260 6,292 Mortgage loan (21) 1 hotel June 2024 LIBOR (3) + 2.00% n/a 8,881 8,881 Mortgage loan (5) 3 hotels August 2024 5.20% n/a — 64,207 Mortgage loan (6) 2 hotels August 2024 4.85% 4.00% 11,792 11,845 Mortgage loan (6) 3 hotels August 2024 4.90% 4.00% 23,578 23,683 Mortgage loan (6) 2 hotels February 2025 4.45% 4.00% 19,369 19,438 Mortgage loan (6) 3 hotels February 2025 4.45% 4.00% 50,098 50,279 Mortgage loan (6) 1 hotel March 2025 4.66% 5.00% 24,794 24,919 3,715,143 4,124,003 Premiums (discounts), net (305 ) 655 Capitalized default interest and late charges 35,899 — Deferred loan costs, net (11,000 ) (18,140 ) Indebtedness, net $ 3,739,737 $ 4,106,518 _____________________________ (1) Interest rates do not include default or late payment rates in effect on some mortgage loans. (2) Default rates are presented for mortgage loans which were in default, in accordance with the terms and conditions of the applicable mortgage agreement, as of September 30, 2020. The default rate is accrued in addition to the stated interest rate. (3) LIBOR rates were 0.148% and 1.763% at September 30, 2020 and December 31, 2019 , respectively. (4) On January 9, 2020, we refinanced this mortgage loan totaling $43.8 million with a new $37.0 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.40% . (5) During the quarter, we disposed of the properties securing this mortgage loan. The assets and liabilities associated with this mortgage loan have been removed from the Company’s consolidated balance sheet. See note 5 . (6) As of September 30, 2020, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest has been accrued, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations. (7) Effective June 29, 2020, we executed a consent and loan modification agreement for this mortgage loan. In connection with the agreement, lender-held reserves were made available to fund monthly interest payments due under the loan and monthly FF&E escrow deposits were waived until April 2021. This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 1.25% . (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in November 2019. (9) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in February 2020. (10) Effective August 5, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with deferred interest due in twelve monthly installments beginning January 2021, lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. (11) Effective July 9, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , lender-held reserves were made available to fund property-level operating expenses, monthly FF&E escrow deposits were waived through November 2020, and monthly tax deposits were waived until July 2021. In conjunction with the forbearance agreement, deferred interest payments of $6.1 million are capitalized into the principal balance and are to be repaid over twelve months following the deferral period. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in April 2020. (12) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with three one-month extension options for the mezzanine debt subject to the satisfaction of certain conditions. Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (13) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , and an extension option for the mezzanine debt to June 2021. Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period with any remaining balance due at maturity. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through the remainder of 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (14) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with two one-month extension options for the mezzanine debt subject to the satisfaction of certain conditions. Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (15) Effective September 30, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months . Deferred interest is to be repaid in monthly installments and fully repaid by June 2021 following the deferral period. Lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2020. (16) Effective August 3, 2020, we executed an amendment for this mortgage loan. Terms of the amendment included a $1.0 million principal pay down. The amended mortgage loan has a two-year initial term and one one-year extension option, subject to satisfaction of certain conditions, is interest only and bears interest at a rate of LIBOR + 3.95% , and has a LIBOR floor of 0.25% . (17) Effective October 2, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , with deferred interest due in twelve monthly installments beginning January 2021, lender-held reserves were made available to fund property-level operating expenses, and monthly FF&E escrow deposits were waived through December 2020. (18) Effective May 1, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for three months , with all deferred payments due at maturity, lender-held reserves were made available to fund property-level operating expenses, monthly FF&E escrow deposits were waived through December 2020 and tax escrow deposits were waived through October 2020. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (19) Effective July 7, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for two months , lender-held reserves were made available to fund debt service or property-level operating expenses, and monthly FF&E escrow deposits were waived from April 2020 through March 2021. Deferred interest payments will accrue interest at the stated rate of the mortgage loan and are to be repaid over twelve months following the deferral period. (20) Effective May 20, 2020, we executed a forbearance agreement for this mortgage loan. Terms of the agreement included deferral of interest payments for six months , lender-held reserves were made available to fund property-level operating expenses and monthly FF&E escrow deposits were waived through March 2021. Deferred interest payments will accrue interest at the stated rate of the mortgage loan and are to be repaid over twelve months following the deferral period. (21) Effective April 7, 2020, we executed a forbearance agreement for this mortgage loan, which amended the terms. Terms of the agreement include an initial interest payment deferral for three months , with the option to extend the interest payment deferral an additional three months , which was exercised on September 24, 2020. All deferred interest is due at maturity. |
Schedule of Interest Expense - Premium Amortization | During the three and nine months ended September 30, 2020 and 2019 , we recognized net premium amortization as presented in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Interest expense and amortization of premium and loan costs $ 57 $ 56 $ 170 $ 176 |
Notes Receivable, net and Oth_2
Notes Receivable, net and Other (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Notes Receivable and Other | Notes receivable, net are summarized in the table below (dollars in thousands): Interest Rate September 30, 2020 December 31, 2019 Construction Financing Note (1) (5) Face amount 7.0 % $ 4,000 $ 4,000 Discount (2) (209 ) (402 ) 3,791 3,598 Certificate of Occupancy Note (3) (5) Face amount 7.0 % $ 5,250 $ 5,250 Discount (4) (920 ) (1,139 ) 4,330 4,111 Note receivable, net $ 8,121 $ 7,709 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before the earlier of (i) the buyer closing on third party institutional financing for the construction of improvements on the property, (ii) three years after the development commencement date, or (iii) July 9, 2024. (2) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2021. (3) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before July 9, 2025. (4) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2023. (5) The notes receivable are secured by the 1.65 -acre land parcel adjacent to the Hilton St. Petersburg Bayfront. |
Schedule of Other Consideration | Other consideration received from the sale of the 1.65 -acre parking lot adjacent to the Hilton St. Petersburg Bayfront is summarized in the table below (dollars in thousands): Imputed Interest Rate September 30, 2020 December 31, 2019 Future ownership rights of parking parcel 7.0 % $ 4,100 $ 4,100 Imputed interest 295 72 4,395 (1) 4,172 (1) Free use of parking easement prior to development commencement 7.0 % $ 235 $ 235 Accumulated amortization (235 ) (118 ) — (1) 117 (1) Reimbursement of parking fees while parking parcel is in development (2) 7.0 % $ 346 $ 462 Total $ 4,741 $ 4,751 ____________________________________ (1) Included in “other assets” in the consolidated balance sheets. (2) Payments commenced in July when the parking parcel development began. |
Derivative Instruments and He_2
Derivative Instruments and Hedging (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table presents a summary of our interest rate derivatives entered into over each applicable period: Nine Months Ended September 30, 2020 2019 Interest rate caps: Notional amount (in thousands) $ 457,000 (1) $ 624,050 (1) Strike rate low end of range 3.00 % 1.50 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2020 - September 2020 January 2019 - June 2019 Termination date range February 2021 - February 2022 June 2020 - February 2022 Total cost (in thousands) $ 83 $ 1,048 Interest rate floors: Notional amount (in thousands) $ — (1) $ 6,000,000 (1) Strike rate low end of range 1.63 % Strike rate high end of range 1.63 % Effective date range January 2019 Termination date range March 2020 Total cost (in thousands) $ — $ 225 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: September 30, 2020 December 31, 2019 Interest rate caps: Notional amount (in thousands) $ 1,294,000 (1) $ 3,799,740 (1) Strike rate low end of range 3.00 % 1.50 % Strike rate high end of range 4.88 % 5.22 % Termination date range November 2020 - February 2022 February 2020 - February 2022 Aggregate principle balance on corresponding mortgage loans (in thousands) $ 1,116,000 $ 3,666,331 Interest rate floors: (2) Notional amount (in thousands) $ 25,000 (1) $ 12,025,000 (1) Strike rate low end of range 1.25 % (0.25 )% Strike rate high end of range 1.25 % 1.63 % Termination date range November 2021 March 2020 - November 2021 _______________ (1) These instruments were not designated as cash flow hedges. (2) Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter-party and Cash Collateral Netting (1) Total September 30, 2020: Assets Derivative assets: Interest rate derivatives - floors $ — $ 330 $ — $ — $ 330 (2) Interest rate derivatives - caps — 1 — — 1 (2) Credit default swaps — (1,651 ) — 3,000 1,349 (2) — (1,320 ) — 3,000 1,680 Non-derivative assets: Equity securities 1,741 — — — 1,741 (3) Total $ 1,741 $ (1,320 ) $ — $ 3,000 $ 3,421 December 31, 2019: Assets Derivative assets: Interest rate derivatives - floors $ — $ 42 $ — $ 257 $ 299 (2) Interest rate derivatives - caps — 47 — — 47 (2) Credit default swaps — (1,579 ) — 2,924 1,345 (2) — (1,490 ) — 3,181 1,691 Non-derivative assets: Equity securities 14,591 — — — 14,591 (3) Total $ 14,591 $ (1,490 ) $ — $ 3,181 $ 16,282 Liabilities Derivative liabilities: Credit default swaps — (1,092 ) — 1,050 (42 ) (4) Net $ 14,591 $ (2,582 ) $ — $ 4,231 $ 16,240 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets, net” in our consolidated balance sheets. (3) Reported as “marketable securities” in our consolidated balance sheets. (4) Reported net as “derivative liabilities, net” in our consolidated balance sheets. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following tables summarize the effect of fair value measured assets and liabilities on the consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended September 30, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ (95 ) $ (2,016 ) Interest rate derivatives - caps (59 ) (300 ) Credit default swaps 323 (4) (213 ) (4) 169 (2,529 ) Non-derivative assets: Equity (724 ) 343 Total (555 ) (2,186 ) Liabilities Derivative liabilities: Credit default swaps — (4) (157 ) (4) Net $ (555 ) $ (2,343 ) Total combined Interest rate derivatives - floors $ 6,185 $ (1,866 ) Interest rate derivatives - caps (59 ) (300 ) Credit default swaps 323 (370 ) Unrealized gain (loss) on derivatives 6,449 (1) (2,536 ) (1) Realized gain (loss) on interest rate floors (6,280 ) (2) (150 ) (2) Unrealized gain (loss) on marketable securities (758 ) (3) 315 (3) Realized gain (loss) on marketable securities 34 (2) 28 (2) Net $ (555 ) $ (2,343 ) ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $271 and $272 for the three months ended September 30, 2020 and 2019 , respectively, included in “other income (expense)” associated with credit default swaps. Gain (Loss) Recognized in Income Nine Months Ended September 30, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ 668 $ (97 ) Interest rate derivatives - caps (129 ) (1,414 ) Credit default swaps 1,019 (4) (2,003 ) (4) 1,558 (3,514 ) Non-derivative assets: Equity 386 1,765 Total 1,944 (1,749 ) Liabilities Derivative liabilities: Credit default swaps — (4) (1,078 ) (4) Net $ 1,944 $ (2,827 ) Total combined Interest rate derivatives - floors $ 10,173 $ 441 Interest rate derivatives - caps (129 ) (1,414 ) Credit default swaps 1,019 (3,081 ) Unrealized gain (loss) on derivatives 11,063 (1) (4,054 ) (1) Realized gain (loss) on options on interest rate floors (9,505 ) (2) (538 ) (2) Unrealized gain (loss) on marketable securities (1,756 ) (3) 1,721 (3) Realized gain (loss) on marketable securities 2,142 (2) 44 (2) Net $ 1,944 $ (2,827 ) ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $811 and $809 for the nine months ended September 30, 2020 and 2019 , respectively, included in “other income (expense)” associated with credit default swaps. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): September 30, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Marketable securities $ 1,741 $ 1,741 $ 14,591 $ 14,591 Derivative assets, net 1,680 1,680 1,691 1,691 Derivative liabilities, net — — 42 42 Financial assets not measured at fair value: Cash and cash equivalents $ 120,916 $ 120,916 $ 262,636 $ 262,636 Restricted cash 89,495 89,495 135,571 135,571 Accounts receivable, net 19,379 19,379 39,638 39,638 Notes receivable, net 8,121 7,715 to 8,527 7,709 7,323 to 8,095 Due from related parties, net 6,015 6,015 3,019 3,019 Due from third-party hotel managers 13,187 13,187 17,368 17,368 Financial liabilities not measured at fair value: Indebtedness $ 3,714,838 $3,219,700 to $3,558,619 $ 4,124,658 $3,881,453 to $4,290,027 Accounts payable and accrued expenses 100,110 100,110 124,226 124,226 Accrued interest payable 91,274 91,274 10,115 10,115 Dividends and distributions payable 868 868 20,849 20,849 Due to Ashford Inc., net 4,885 4,885 6,570 6,570 Due to third-party hotel managers 344 344 2,509 2,509 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (129,281 ) $ (31,177 ) $ (418,098 ) $ (85,476 ) Less: Dividends on preferred stock (10,644 ) (10,645 ) (31,932 ) (31,933 ) Less: Dividends on common stock — (5,997 ) — (23,841 ) Less: Dividends on unvested performance stock units — (96 ) — (381 ) Add: Claw back of dividends on unvested performance stock units — — 605 — Less: Dividends on unvested restricted shares — (129 ) — (673 ) Undistributed income (loss) allocated to common stockholders (139,925 ) (48,044 ) (449,425 ) (142,304 ) Add back: Dividends on common stock — 5,997 — 23,841 Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (139,925 ) $ (42,047 ) $ (449,425 ) $ (118,463 ) Weighted average common shares outstanding: Weighted average common shares outstanding - basic and diluted 11,767 9,997 10,721 9,979 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (11.89 ) $ (4.21 ) $ (41.92 ) $ (11.87 ) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (11.89 ) $ (4.21 ) $ (41.92 ) $ (11.87 ) |
Summary of Computation of Diluted Income Per Share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 129 $ — $ 673 Income (loss) allocated to unvested performance stock units — 96 — 381 Income (loss) attributable to redeemable noncontrolling interests in operating partnership 22,273 (1 ) 7,919 77,294 (1 ) 21,582 Total $ 22,273 $ 8,144 $ 77,294 $ 22,636 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares — — 8 8 Effect of unvested performance stock units — — — 9 Effect of assumed conversion of operating partnership units 1,869 1,934 1,877 1,900 Effect of contingently issuable shares 17 — 6 — Total 1,886 1,934 1,891 1,917 _______________ (1) Inclusive of preferred stock dividends in arrears of $1.4 million and $3.0 million for the three and nine months ended September 30, 2020 , respectively, allocated to redeemable noncontrolling interests in operating partnership. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the common units redeemed and the fair value upon redemption (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Common units converted to stock — — 196 — Fair value of common units converted $ — $ — $ 959 $ — The following table presents the redeemable noncontrolling interest in Ashford Trust and the corresponding approximate ownership percentage: September 30, 2020 December 31, 2019 Redeemable noncontrolling interests (in thousands) $ 20,532 $ 69,870 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) 173,546 155,536 Ownership percentage of operating partnership 13.73 % 15.92 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to holders of common units and holders of LTIP units, as presented in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Allocated net (income) loss to the redeemable noncontrolling interests $ 22,273 $ 7,919 $ 77,294 $ 21,582 Distributions declared to holders of common units, LTIP units and Performance LTIP units — 1,316 — 5,256 Performance LTIP dividend claw back upon cancellation — — (1,401 ) — |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Dividends Declared | The board of directors declared quarterly dividends as presented below: Three Months Ended September 30, 2020 2019 8.45% Series D Cumulative Preferred Stock $ — $ 0.5281 7.375% Series F Cumulative Preferred Stock — 0.4609 7.375% Series G Cumulative Preferred Stock — 0.4609 7.50% Series H Cumulative Preferred Stock — 0.4688 7.50% Series I Cumulative Preferred Stock — 0.4688 The table below presents the accumulated but unpaid dividends in arrears as of September 30, 2020 (in thousands): September 30, 2020 8.45% Series D Cumulative Preferred Stock ($1.06/share) $ 2,524 7.375% Series F Cumulative Preferred Stock ($.92/share) 4,425 7.375% Series G Cumulative Preferred Stock ($.92/share) 5,715 7.50% Series H Cumulative Preferred Stock ($.94/share) 3,562 7.50% Series I Cumulative Preferred Stock ($.94/share) 5,062 |
Schedule of Equity Activity | The table below summarizes the activity during the three and nine months ended September 30, 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2020 Common stock issued 4,127 4,127 Gross proceed received $ 12,009 $ 12,009 Commissions and other expenses 150 150 Net proceeds $ 11,859 $ 11,859 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Advisory services fee Base advisory fee $ 8,654 $ 8,949 $ 26,128 $ 27,300 Reimbursable expenses (1) 1,557 2,367 4,955 7,763 Equity-based compensation (2) 2,122 4,648 6,765 (3) 13,486 Total advisory services fee $ 12,333 $ 15,964 $ 37,848 $ 48,549 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. (3) During the nine months ended September 30, 2020 , 66,000 PSUs were forfeited as a result of the separation of an executive officer from the Company. The forfeiture resulted in a credit to equity based compensation expense of approximately $1.9 million for the nine months ended September 30, 2020 , Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Corporate, general and administrative $ 591 $ — $ 1,604 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Franchise Fees | The table below summarizes the franchise fees incurred (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2020 2019 2020 2019 Other hotel expenses $ 4,808 $ 19,669 $ 22,069 $ 58,371 |
Organization and Description _2
Organization and Description of Business (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Jun. 30, 2020USD ($)hotel | Sep. 30, 2020USD ($)roomunithotelshares | Sep. 30, 2019USD ($)hotel | Sep. 30, 2020USD ($)roomunithotelshares | Sep. 30, 2019USD ($)hotel | Jul. 23, 2020USD ($) | Jul. 15, 2020shares | Jul. 14, 2020shares | Jul. 09, 2020USD ($) | Jun. 22, 2020USD ($) | May 12, 2020USD ($) | Mar. 31, 2020hotel | Jan. 09, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
Real Estate Properties [Line Items] | |||||||||||||||
Number of hotels | hotel | 116 | 121 | 116 | 121 | |||||||||||
Number of rooms | room | 22,619 | 22,619 | |||||||||||||
Number of rooms owned, net of partnership interest | room | 22,592 | 22,592 | |||||||||||||
Stock split ratio | 0.1 | ||||||||||||||
Investment in unconsolidated entity | $ 2,980,000 | $ 2,980,000 | $ 2,829,000 | ||||||||||||
Number of shares of common stock (in shares) | shares | 14,628,248 | 14,628,248 | 10,500,000 | 104,800,000 | 10,210,360 | ||||||||||
Number of outstanding units (in shares) | shares | 2,100,000 | 20,500,000 | |||||||||||||
Cash and cash equivalents | $ 120,916,000 | $ 256,303,000 | $ 120,916,000 | $ 256,303,000 | $ 262,636,000 | $ 319,210,000 | |||||||||
Restricted cash | 89,495,000 | $ 148,826,000 | 89,495,000 | 148,826,000 | 135,571,000 | $ 120,602,000 | |||||||||
Cash, cash equivalents and restricted cash utilized | 50,400,000 | 187,796,000 | $ 34,683,000 | ||||||||||||
Mortgage loan 16 | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | 145,000,000 | 145,000,000 | |||||||||||||
Mortgage loan 20 | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | 51,600,000 | 51,600,000 | |||||||||||||
Rockbridge Portfolio | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 144,200,000 | ||||||||||||||
Mortgages | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 3,700,000,000 | 3,715,143,000 | 3,715,143,000 | $ 56,000,000 | $ 45,800,000 | $ 108,800,000 | 4,124,003,000 | ||||||||
Principal amount | $ 37,000,000 | ||||||||||||||
Outstanding principal balance with waived or deferred payments | $ 2,600,000,000 | ||||||||||||||
Mortgages | Mortgage loan 16 | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 34,200,000 | $ 34,200,000 | 35,200,000 | ||||||||||||
Collateral | hotel | 1 | 1 | |||||||||||||
Mortgages | Mortgage loan 20 | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 51,843,000 | ||||||||||||
Collateral | hotel | 1 | 1 | |||||||||||||
Mortgages | Rockbridge Portfolio | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 64,000,000 | $ 64,000,000 | |||||||||||||
Mortgages | Mortgage loan 31 | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 24,794,000 | $ 24,794,000 | 24,919,000 | ||||||||||||
Collateral | hotel | 1 | 1 | |||||||||||||
Mortgages | Mortgage loan 15 | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 0 | $ 0 | $ 145,000,000 | ||||||||||||
Collateral | hotel | 1 | 1 | |||||||||||||
Mortgages | KEYS Loan Pools | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Long-term debt, gross | $ 1,200,000,000 | $ 1,200,000,000 | |||||||||||||
Collateral | hotel | 34 | 34 | |||||||||||||
World Quest Resort | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Number of rooms | unit | 90 | 90 | |||||||||||||
OpenKey | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Ownership percentage | 17.50% | 17.50% | 17.00% | ||||||||||||
Investment in unconsolidated entity | $ 2,980,000 | $ 2,980,000 | $ 2,829,000 | ||||||||||||
Wholly Owned Properties | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Number of hotel properties | hotel | 101 | 101 | |||||||||||||
Majority Owned Properties | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Number of hotel properties | hotel | 2 | 2 | |||||||||||||
Subsidiaries | |||||||||||||||
Real Estate Properties [Line Items] | |||||||||||||||
Number of hotels | hotel | 103 | ||||||||||||||
Number of hotel properties | hotel | 116 | ||||||||||||||
Number of hotel properties managed by affiliates | hotel | 68 | 68 | |||||||||||||
Number of hotel properties suspended | hotel | 2 | 23 |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)hotel | Sep. 30, 2019USD ($)hotel | Sep. 30, 2020USD ($)hotel | Sep. 30, 2019USD ($)hotel | |
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 116 | 121 | 116 | 121 |
Total revenue | $ 93,043 | $ 374,237 | $ 417,985 | $ 1,148,103 |
Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 9 | 9 | 9 | 9 |
Total revenue | $ 6,920 | $ 22,590 | $ 27,743 | $ 72,907 |
Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 2 | 2 | 2 | 2 |
Total revenue | $ 2,225 | $ 18,980 | $ 11,037 | $ 49,288 |
Dallas / Ft. Worth Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 7 | 7 | 7 | 7 |
Total revenue | $ 3,923 | $ 17,609 | $ 23,778 | $ 60,108 |
Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 3 | 3 | 3 | 3 |
Total revenue | $ 3,040 | $ 8,388 | $ 11,844 | $ 27,079 |
Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 6 | 6 | 6 | 6 |
Total revenue | $ 8,316 | $ 25,173 | $ 32,761 | $ 77,164 |
Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 2 | 2 | 2 | 2 |
Total revenue | $ 707 | $ 5,394 | $ 9,808 | $ 22,957 |
Minneapolis - St. Paul, MN-WI Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 3 | 3 | 3 | 3 |
Total revenue | $ 780 | $ 7,984 | $ 5,073 | $ 21,140 |
Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 1,177 | $ 18,287 | $ 17,042 | $ 57,599 |
New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 7 | 6 | 6 | 6 |
Total revenue | $ 4,884 | $ 26,513 | $ 22,214 | $ 75,573 |
Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 2 | 2 | 2 | 2 |
Total revenue | $ 1,198 | $ 5,390 | $ 7,882 | $ 19,705 |
Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 3 | 3 | 3 | 3 |
Total revenue | $ 3,395 | $ 7,819 | $ 9,024 | $ 21,678 |
San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 2 | 2 | 2 | 2 |
Total revenue | $ 1,775 | $ 5,706 | $ 6,321 | $ 15,920 |
San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 7 | 7 | 7 | 7 |
Total revenue | $ 8,377 | $ 27,308 | $ 30,948 | $ 79,299 |
Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 2 | 2 | 2 | 2 |
Total revenue | $ 1,865 | $ 6,777 | $ 11,859 | $ 26,347 |
Washington DC - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 9 | 9 | 9 | 9 |
Total revenue | $ 5,113 | $ 38,130 | $ 33,848 | $ 121,255 |
Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 38 | 44 | 38 | 41 |
Total revenue | $ 35,178 | $ 98,741 | $ 128,250 | $ 296,255 |
Orlando WorldQuest | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 0 | 0 | 0 | |
Total revenue | $ 191 | $ 1,194 | $ 1,673 | $ 4,143 |
Sold properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 13 | 13 | 14 | 16 |
Total revenue | $ 3,646 | $ 31,210 | $ 25,499 | $ 96,447 |
Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 0 | 0 | 0 | 0 |
Total revenue | $ 333 | $ 1,044 | $ 1,381 | $ 3,239 |
Rooms | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 79,599 | 301,704 | 332,845 | 910,337 |
Rooms | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,802 | 17,267 | 20,955 | 55,545 |
Rooms | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,691 | 16,546 | 8,171 | 41,653 |
Rooms | Dallas / Ft. Worth Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,204 | 13,619 | 17,963 | 45,509 |
Rooms | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,592 | 6,283 | 8,863 | 19,862 |
Rooms | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,205 | 20,042 | 26,794 | 60,867 |
Rooms | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 639 | 3,876 | 7,255 | 16,031 |
Rooms | Minneapolis - St. Paul, MN-WI Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 698 | 6,038 | 3,926 | 15,833 |
Rooms | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 841 | 12,710 | 10,551 | 39,332 |
Rooms | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,311 | 20,542 | 17,413 | 56,219 |
Rooms | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,020 | 4,649 | 6,636 | 17,286 |
Rooms | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,904 | 6,761 | 7,555 | 18,464 |
Rooms | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,548 | 5,114 | 5,539 | 14,177 |
Rooms | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,914 | 24,389 | 27,472 | 70,253 |
Rooms | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,530 | 5,060 | 8,944 | 19,589 |
Rooms | Washington DC - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,527 | 30,068 | 26,624 | 95,433 |
Rooms | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 29,789 | 79,960 | 104,397 | 236,075 |
Rooms | Orlando WorldQuest | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 133 | 871 | 1,215 | 3,075 |
Rooms | Sold properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,251 | 27,909 | 22,572 | 85,134 |
Rooms | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Food and Beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,000 | 53,738 | 54,147 | 182,097 |
Food and Beverage | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 450 | 4,180 | 4,509 | 13,829 |
Food and Beverage | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25 | 1,524 | 855 | 4,961 |
Food and Beverage | Dallas / Ft. Worth Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 340 | 3,163 | 4,319 | 12,017 |
Food and Beverage | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 360 | 1,929 | 2,662 | 6,622 |
Food and Beverage | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 406 | 3,728 | 3,834 | 12,434 |
Food and Beverage | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 28 | 1,334 | 2,342 | 6,341 |
Food and Beverage | Minneapolis - St. Paul, MN-WI Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 40 | 1,668 | 931 | 4,631 |
Food and Beverage | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 126 | 5,120 | 5,240 | 16,590 |
Food and Beverage | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 267 | 5,190 | 3,614 | 17,299 |
Food and Beverage | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 36 | 422 | 461 | 1,451 |
Food and Beverage | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 395 | 896 | 1,195 | 2,699 |
Food and Beverage | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 32 | 285 | 280 | 944 |
Food and Beverage | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 63 | 2,247 | 2,132 | 7,099 |
Food and Beverage | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 81 | 1,453 | 2,247 | 5,931 |
Food and Beverage | Washington DC - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 99 | 5,915 | 4,517 | 19,525 |
Food and Beverage | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,215 | 12,870 | 13,906 | 42,984 |
Food and Beverage | Orlando WorldQuest | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 28 | 25 | 80 |
Food and Beverage | Sold properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 37 | 1,786 | 1,078 | 6,660 |
Food and Beverage | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,111 | 17,751 | 29,612 | 52,430 |
Other Hotel | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 668 | 1,143 | 2,279 | 3,533 |
Other Hotel | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 509 | 910 | 2,011 | 2,674 |
Other Hotel | Dallas / Ft. Worth Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 379 | 827 | 1,496 | 2,582 |
Other Hotel | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 88 | 176 | 319 | 595 |
Other Hotel | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 705 | 1,403 | 2,133 | 3,863 |
Other Hotel | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 40 | 184 | 211 | 585 |
Other Hotel | Minneapolis - St. Paul, MN-WI Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 42 | 278 | 216 | 676 |
Other Hotel | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 210 | 457 | 1,251 | 1,677 |
Other Hotel | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 306 | 781 | 1,187 | 2,055 |
Other Hotel | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 142 | 319 | 785 | 968 |
Other Hotel | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 96 | 162 | 274 | 515 |
Other Hotel | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 195 | 307 | 502 | 799 |
Other Hotel | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 400 | 672 | 1,344 | 1,947 |
Other Hotel | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 254 | 264 | 668 | 827 |
Other Hotel | Washington DC - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 487 | 2,147 | 2,707 | 6,297 |
Other Hotel | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,174 | 5,911 | 9,947 | 17,196 |
Other Hotel | Orlando WorldQuest | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 58 | 295 | 433 | 988 |
Other Hotel | Sold properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 358 | 1,515 | 1,849 | 4,653 |
Other Hotel | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 333 | 1,044 | 1,381 | 3,239 |
Other | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Dallas / Ft. Worth Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Minneapolis - St. Paul, MN-WI Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Washington DC - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Orlando WorldQuest | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Sold properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 333 | $ 1,044 | $ 1,381 | $ 3,239 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net (Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 632,015 | $ 769,381 |
Buildings and improvements | 3,764,196 | 4,129,884 |
Furniture, fixtures and equipment | 413,003 | 503,156 |
Construction in progress | 12,637 | 29,745 |
Condominium properties | 11,740 | 12,093 |
Investments in hotel properties, net | 4,833,591 | 5,444,259 |
Accumulated depreciation | (1,349,572) | (1,335,816) |
Investments in hotel properties, net | $ 3,484,019 | $ 4,108,443 |
Hotel Dispositions and Impair_3
Hotel Dispositions and Impairment Charges (Narrative) (Details) - USD ($) $ in Thousands | Mar. 09, 2020 | Jan. 09, 2020 | Aug. 14, 2019 | Aug. 06, 2019 | Aug. 02, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 21, 2020 | Sep. 15, 2020 | Jul. 23, 2020 | Jul. 09, 2020 | Jun. 22, 2020 | May 12, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 90,325 | $ 0 | ||||||||||||||||
Impairment charge for investments in hotel properties | $ 29,900 | $ 27,600 | 85,100 | |||||||||||||||
Columbus Hampton Inn Easton | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | $ 1,700 | 13,900 | ||||||||||||||||
Canonsburg Homewood Suites Pittsburgh Southpointe | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 10,000 | |||||||||||||||||
Phoenix Hampton Inn Airport North | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | $ 3,700 | |||||||||||||||||
Pittsburgh Hampton Inn Waterfront West Homestead | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 3,000 | |||||||||||||||||
Washington Hampton Inn Pittsburgh Meadow Lands | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 3,000 | |||||||||||||||||
Cannonsburg Homewood Suites Pittsburgh Southpointe | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 1,800 | |||||||||||||||||
Stillwater Residence Inn | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 2,400 | |||||||||||||||||
Billerica Courtyard by Marriott Boston | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 9,500 | |||||||||||||||||
Wichita Courtyard by Marriott Old Town | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 6,100 | |||||||||||||||||
W Hotel Minneapolis, Minnesota | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 29,900 | 29,900 | ||||||||||||||||
Wisconsin Dells Hilton Garden Inn and Savannah Courtyard | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 0 | 6,500 | ||||||||||||||||
Wisconsin Dells Hilton Garden Inn | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 1,400 | |||||||||||||||||
Savannah Courtyard | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Impairment charge for investments in hotel properties | 5,100 | |||||||||||||||||
Mortgages | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Extinguishment of debt | $ 43,800 | |||||||||||||||||
Rockbridge Portfolio | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Long-term debt, gross | $ 144,200 | |||||||||||||||||
Gain (loss) on extinguishment of debt | 65,200 | |||||||||||||||||
Impairment charge for investments in hotel properties | 27,600 | |||||||||||||||||
Mortgages | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Long-term debt, gross | 3,715,143 | $ 3,700,000 | 3,715,143 | $ 56,000 | $ 45,800 | $ 108,800 | $ 4,124,003 | |||||||||||
Mortgages | Rockbridge Portfolio | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Long-term debt, gross | 64,000 | 64,000 | ||||||||||||||||
Gain (loss) on extinguishment of debt | 65,200 | |||||||||||||||||
Subordinated Debt | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Long-term debt, gross | $ 8,000 | $ 5,800 | 36,200 | |||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Crowne Plaza, Annapolis, Maryland | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Consideration for disposal | $ 5,100 | |||||||||||||||||
Carrying value of hotel property | $ 2,100 | |||||||||||||||||
Gain (loss) on disposal | 3,600 | |||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Embassy Suites New York Manhattan Times Square | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Consideration for disposal | 143,900 | |||||||||||||||||
Gain (loss) on disposal | 40,400 | 40,400 | ||||||||||||||||
Consideration in cash | 35,100 | |||||||||||||||||
Consideration in the form of the assumption of the loan | $ 108,800 | |||||||||||||||||
Gain (loss) on extinguishment of debt | 4,300 | |||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | W Hotel Minneapolis, Minnesota | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Assignment of equity interests | 100.00% | |||||||||||||||||
Gain (loss) on extinguishment of debt | 1,100 | 1,100 | ||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Courtyard Louisville, Courtyard Ft. Lauderdale and Residence Inn Lake Buena Vista | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Assignment of equity interests | 100.00% | 100.00% | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 19,700 | $ 19,700 | ||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Marriott in San Antonio | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Gain (loss) on disposal | $ 2,600 | 2,600 | ||||||||||||||||
Consideration in cash | $ 34,000 | |||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Marriott in San Antonio | Mortgages | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Extinguishment of debt | $ 26,800 | |||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hilton Garden Inn in Wisconsin Dells, Wisconsin | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Gain (loss) on disposal | 259 | 259 | ||||||||||||||||
Consideration in cash | $ 8,000 | |||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hilton Garden Inn in Wisconsin Dells, Wisconsin | Mortgages | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Extinguishment of debt | $ 7,700 | |||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Marriott in Savannah, Georgia | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Gain (loss) on disposal | $ 53 | $ 53 | ||||||||||||||||
Consideration in cash | $ 29,800 | |||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Marriott in Savannah, Georgia | Mortgages | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Extinguishment of debt | $ 28,800 |
Hotel Dispositions and Impair_4
Hotel Dispositions and Impairment Charges (Hotel Dispositions) (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total hotel revenue | $ 3,646 | $ 31,210 | $ 25,499 | $ 96,447 |
Total hotel operating expenses | (2,602) | (19,074) | (20,914) | (60,374) |
Gain (loss) on sale of assets and hotel properties | (40,370) | 2,293 | (36,753) | 2,293 |
Property taxes, insurance and other | (1,670) | (2,929) | (6,406) | (8,697) |
Depreciation and amortization | (2,982) | (5,559) | (12,426) | (18,268) |
Impairment charges | (29,926) | 0 | (85,144) | (6,533) |
Operating income (loss) | (73,904) | 5,941 | (136,144) | 4,868 |
Interest income | 0 | 36 | 9 | 50 |
Interest expense and amortization of premiums and loan costs | (7,016) | (6,664) | (21,879) | (20,637) |
Write-off of premiums, loan costs and exit fees | 548 | (426) | (21) | (426) |
Gain (loss) on extinguishment of debt | 90,325 | 0 | 90,325 | 0 |
Income (loss) before income taxes | 9,953 | (1,113) | (67,710) | (16,145) |
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership | (1,367) | 177 | 9,983 | 2,518 |
Net income (loss) before income taxes attributable to the Company | $ 8,586 | $ (936) | $ (57,727) | $ (13,627) |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Total investment | $ 430 | $ 647 | |||
Carrying value of the investment in OpenKey (in thousands) | $ 2,980 | 2,980 | $ 2,829 | ||
Equity in earnings (loss) of unconsolidated entities | (121) | $ (278) | (279) | (2,208) | |
OpenKey | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total investment | 5,000 | ||||
Carrying value of the investment in OpenKey (in thousands) | $ 2,980 | $ 2,980 | $ 2,829 | ||
Ownership interest in OpenKey | 17.50% | 17.50% | 17.00% | ||
Equity in earnings (loss) of unconsolidated entities | $ (121) | $ (96) | $ (279) | $ (312) |
Indebtedness, net (Details)
Indebtedness, net (Details) | Oct. 02, 2020installment | Aug. 05, 2020installment | Aug. 03, 2020USD ($) | Jul. 09, 2020USD ($) | Jul. 07, 2020 | Jun. 29, 2020 | May 20, 2020 | May 01, 2020 | Apr. 07, 2020 | Jan. 09, 2020USD ($)extension | Sep. 30, 2020USD ($)hotelextension | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)hotelextension | Sep. 30, 2019USD ($) | Sep. 21, 2020 | Sep. 15, 2020 | Jul. 23, 2020USD ($) | Jul. 16, 2020USD ($)hotel | Jun. 30, 2020USD ($) | Jun. 22, 2020USD ($) | May 12, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Indebtedness, net | $ 3,739,737,000 | $ 3,739,737,000 | $ 4,106,518,000 | |||||||||||||||||||
LIBOR rate | 0.148% | 0.148% | 1.763% | |||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 90,325,000 | $ 0 | ||||||||||||||||||||
Interest expense and amortization of premium and loan costs | $ 57,000 | $ 56,000 | 170,000 | 176,000 | ||||||||||||||||||
Gain (loss) recognized on troubled debt restructuring | 0 | 0 | ||||||||||||||||||||
Amount of default interest and late charges capitalized into the loan balance | 40,713,000 | $ 0 | ||||||||||||||||||||
Amount of capitalized principal that was amortized | 4,800,000 | |||||||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Embassy Suites New York Manhattan Times Square | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 4,300,000 | |||||||||||||||||||||
Consideration for disposal | $ 143,900,000 | |||||||||||||||||||||
Consideration in cash | 35,100,000 | |||||||||||||||||||||
Consideration in the form of the assumption of the loan | 108,800,000 | |||||||||||||||||||||
Gain (loss) on disposal | 40,400,000 | 40,400,000 | ||||||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | W Hotel Minneapolis, Minnesota | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Assignment of equity interests | 100.00% | |||||||||||||||||||||
Gain (loss) on extinguishment of debt | 1,100,000 | 1,100,000 | ||||||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Courtyard Louisville, Courtyard Ft. Lauderdale and Residence Inn Lake Buena Vista | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Assignment of equity interests | 100.00% | 100.00% | ||||||||||||||||||||
Gain (loss) on extinguishment of debt | 19,700,000 | 19,700,000 | ||||||||||||||||||||
Mortgages | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Extinguishment of debt | $ 43,800,000 | |||||||||||||||||||||
Mortgages | New Orleans, LA Le Pavillon | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Extinguishment of debt | 6,800,000 | |||||||||||||||||||||
Mortgage loan 16 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term debt, gross | 145,000,000 | 145,000,000 | ||||||||||||||||||||
Mortgage loan 20 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term debt, gross | 51,600,000 | 51,600,000 | ||||||||||||||||||||
Rockbridge Portfolio | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term debt, gross | $ 144,200,000 | |||||||||||||||||||||
Gain (loss) on extinguishment of debt | 65,200,000 | |||||||||||||||||||||
Mortgages | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term debt, gross | 3,715,143,000 | 3,715,143,000 | $ 56,000,000 | $ 3,700,000,000 | $ 45,800,000 | 108,800,000 | $ 4,124,003,000 | |||||||||||||||
Premiums (discounts), net | (305,000) | (305,000) | 655,000 | |||||||||||||||||||
Capitalized default interest and late charges | 35,899,000 | 35,899,000 | 0 | |||||||||||||||||||
Deferred loan costs, net | (11,000,000) | (11,000,000) | (18,140,000) | |||||||||||||||||||
Indebtedness, net | $ 3,739,737,000 | $ 3,739,737,000 | 4,106,518,000 | |||||||||||||||||||
Principal amount | $ 37,000,000 | |||||||||||||||||||||
Number of extension options | extension | 2 | |||||||||||||||||||||
Outstanding principal balance with waived or deferred payments | $ 2,600,000,000 | |||||||||||||||||||||
Mortgages | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
LIBOR floor | 0.25% | |||||||||||||||||||||
Basis spread on variable rate | 3.95% | 1.25% | 3.40% | |||||||||||||||||||
Mortgages | Mortgage loan 1 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 43,750,000 | |||||||||||||||||||
Initial term of loan | 3 years | |||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Mortgages | Mortgage loan 1 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 5.10% | |||||||||||||||||||||
Mortgages | Mortgage loan 2 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 8 | 8 | ||||||||||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 144,000,000 | |||||||||||||||||||
Number of extension options | extension | 2 | |||||||||||||||||||||
Mortgages | Mortgage loan 2 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 4.33% | |||||||||||||||||||||
Mortgages | Mortgage loan 3 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Interest Rate | 6.26% | 6.26% | ||||||||||||||||||||
Default Rate | 5.00% | 5.00% | ||||||||||||||||||||
Long-term debt, gross | $ 90,063,000 | $ 90,063,000 | 91,542,000 | |||||||||||||||||||
Mortgages | Mortgage loan 4 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 25,000,000 | $ 25,000,000 | 25,000,000 | |||||||||||||||||||
Number of extension options | extension | 3 | 3 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Mortgages | Mortgage loan 4 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.55% | |||||||||||||||||||||
Mortgages | Mortgage loan 5 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 17 | 17 | ||||||||||||||||||||
Default Rate | 4.00% | 4.00% | ||||||||||||||||||||
Long-term debt, gross | $ 419,000,000 | $ 419,000,000 | 419,000,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Mortgages | Mortgage loan 5 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.00% | |||||||||||||||||||||
Mortgages | Mortgage loan 6 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 8 | 8 | ||||||||||||||||||||
Default Rate | 5.00% | 5.00% | ||||||||||||||||||||
Long-term debt, gross | $ 395,000,000 | $ 395,000,000 | 395,000,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Mortgages | Mortgage loan 6 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.92% | |||||||||||||||||||||
Mortgages | Mortgage loan 7 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 2 | 2 | ||||||||||||||||||||
Long-term debt, gross | $ 240,000,000 | $ 240,000,000 | 240,000,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Interest expense, number of monthly installments | installment | 12 | |||||||||||||||||||||
Mortgages | Mortgage loan 7 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.75% | |||||||||||||||||||||
Mortgages | Mortgage loan 8 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 19 | 19 | 19 | |||||||||||||||||||
Long-term debt, gross | $ 913,093,000 | $ 913,093,000 | $ 907,000,000 | 907,030,000 | ||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Deferred interest payments | $ 6,100,000 | |||||||||||||||||||||
Interest expense repayment term | 12 months | |||||||||||||||||||||
Mortgages | Mortgage loan 8 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.20% | |||||||||||||||||||||
Mortgages | Mortgage loan 9 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 7 | 7 | ||||||||||||||||||||
Long-term debt, gross | $ 180,720,000 | $ 180,720,000 | 180,720,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense, extension option term | 1 month | |||||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Interest expense, number of extension options | extension | 3 | 3 | ||||||||||||||||||||
Mortgages | Mortgage loan 9 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.65% | |||||||||||||||||||||
Mortgages | Mortgage loan 10 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 7 | 7 | ||||||||||||||||||||
Long-term debt, gross | $ 174,400,000 | $ 174,400,000 | 174,400,000 | |||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense, extension option term | 1 month | |||||||||||||||||||||
Mortgages | Mortgage loan 10 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.39% | |||||||||||||||||||||
Mortgages | Mortgage loan 11 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 5 | 5 | ||||||||||||||||||||
Long-term debt, gross | $ 221,040,000 | $ 221,040,000 | 221,040,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Mortgages | Mortgage loan 11 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.73% | |||||||||||||||||||||
Mortgages | Mortgage loan 12 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 5 | 5 | ||||||||||||||||||||
Long-term debt, gross | $ 262,640,000 | $ 262,640,000 | 262,640,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense, extension option term | 1 month | |||||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Interest expense, number of extension options | extension | 2 | 2 | ||||||||||||||||||||
Mortgages | Mortgage loan 12 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 4.02% | |||||||||||||||||||||
Mortgages | Mortgage loan 13 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 5 | 5 | ||||||||||||||||||||
Long-term debt, gross | $ 160,000,000 | $ 160,000,000 | 160,000,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Mortgages | Mortgage loan 13 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.73% | |||||||||||||||||||||
Mortgages | Mortgage loan 14 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 5 | 5 | ||||||||||||||||||||
Long-term debt, gross | $ 215,120,000 | $ 215,120,000 | 215,120,000 | |||||||||||||||||||
Number of extension options | extension | 5 | 5 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense, extension option term | 1 month | |||||||||||||||||||||
Mortgages | Mortgage loan 14 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.68% | |||||||||||||||||||||
Mortgages | Mortgage loan 15 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 145,000,000 | |||||||||||||||||||
Mortgages | Mortgage loan 15 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.90% | |||||||||||||||||||||
Mortgages | Mortgage loan 16 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 34,200,000 | $ 34,200,000 | 35,200,000 | |||||||||||||||||||
Initial term of loan | 2 years | |||||||||||||||||||||
Number of extension options | extension | 1 | 1 | ||||||||||||||||||||
Principal repayment | $ 1,000,000 | |||||||||||||||||||||
Principal reduction | $ 1,000,000 | |||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Mortgages | Mortgage loan 16 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.95% | |||||||||||||||||||||
Mortgages | Mortgage loan 17 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Default Rate | 5.00% | 5.00% | ||||||||||||||||||||
Long-term debt, gross | $ 97,000,000 | $ 97,000,000 | 97,000,000 | |||||||||||||||||||
Mortgages | Mortgage loan 17 | Subsequent Event | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Interest expense, number of monthly installments | installment | 12 | |||||||||||||||||||||
Mortgages | Mortgage loan 17 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||||||||||||
Mortgages | Mortgage loan 18 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 16,100,000 | $ 16,100,000 | 16,100,000 | |||||||||||||||||||
Number of extension options | extension | 2 | 2 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense deferral term | 3 months | |||||||||||||||||||||
Mortgages | Mortgage loan 18 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||||||||||||
Mortgages | Mortgage loan 19 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 37,000,000 | $ 37,000,000 | 0 | |||||||||||||||||||
Initial term of loan | 3 years | |||||||||||||||||||||
Number of extension options | extension | 2 | 2 | ||||||||||||||||||||
Term of mortgage loan extension option | 1 year | |||||||||||||||||||||
Interest expense deferral term | 2 months | |||||||||||||||||||||
Interest expense repayment term | 12 months | |||||||||||||||||||||
Mortgages | Mortgage loan 19 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 3.40% | |||||||||||||||||||||
Mortgages | Mortgage loan 20 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Interest Rate | 5.46% | 5.46% | ||||||||||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 51,843,000 | |||||||||||||||||||
Mortgages | Mortgage loan 21 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 73,450,000 | $ 73,450,000 | 73,450,000 | |||||||||||||||||||
Interest expense deferral term | 6 months | |||||||||||||||||||||
Interest expense repayment term | 12 months | |||||||||||||||||||||
Mortgages | Mortgage loan 21 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.45% | |||||||||||||||||||||
Mortgages | Mortgage loan 22 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Interest Rate | 5.49% | 5.49% | ||||||||||||||||||||
Default Rate | 5.00% | 5.00% | ||||||||||||||||||||
Long-term debt, gross | $ 6,727,000 | $ 6,727,000 | 6,759,000 | |||||||||||||||||||
Mortgages | Mortgage loan 23 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Interest Rate | 5.49% | 5.49% | ||||||||||||||||||||
Default Rate | 5.00% | 5.00% | ||||||||||||||||||||
Long-term debt, gross | $ 9,818,000 | $ 9,818,000 | 9,865,000 | |||||||||||||||||||
Mortgages | Mortgage loan 24 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Interest Rate | 4.99% | 4.99% | ||||||||||||||||||||
Default Rate | 5.00% | 5.00% | ||||||||||||||||||||
Long-term debt, gross | $ 6,260,000 | $ 6,260,000 | 6,292,000 | |||||||||||||||||||
Mortgages | Mortgage loan 25 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Long-term debt, gross | $ 8,881,000 | $ 8,881,000 | 8,881,000 | |||||||||||||||||||
Interest expense deferral term | 3 months | |||||||||||||||||||||
Interest expense deferral extension term | 3 months | |||||||||||||||||||||
Mortgages | Mortgage loan 25 | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||||||||||||
Mortgages | Mortgage loan 26 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 3 | 3 | ||||||||||||||||||||
Interest Rate | 5.20% | 5.20% | ||||||||||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 64,207,000 | |||||||||||||||||||
Mortgages | Mortgage loan 27 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 2 | 2 | ||||||||||||||||||||
Interest Rate | 4.85% | 4.85% | ||||||||||||||||||||
Default Rate | 4.00% | 4.00% | ||||||||||||||||||||
Long-term debt, gross | $ 11,792,000 | $ 11,792,000 | 11,845,000 | |||||||||||||||||||
Mortgages | Mortgage loan 28 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 3 | 3 | ||||||||||||||||||||
Interest Rate | 4.90% | 4.90% | ||||||||||||||||||||
Default Rate | 4.00% | 4.00% | ||||||||||||||||||||
Long-term debt, gross | $ 23,578,000 | $ 23,578,000 | 23,683,000 | |||||||||||||||||||
Mortgages | Mortgage loan 29 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 2 | 2 | ||||||||||||||||||||
Interest Rate | 4.45% | 4.45% | ||||||||||||||||||||
Default Rate | 4.00% | 4.00% | ||||||||||||||||||||
Long-term debt, gross | $ 19,369,000 | $ 19,369,000 | 19,438,000 | |||||||||||||||||||
Mortgages | Mortgage loan 30 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 3 | 3 | ||||||||||||||||||||
Interest Rate | 4.45% | 4.45% | ||||||||||||||||||||
Default Rate | 4.00% | 4.00% | ||||||||||||||||||||
Long-term debt, gross | $ 50,098,000 | $ 50,098,000 | 50,279,000 | |||||||||||||||||||
Mortgages | Mortgage loan 31 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 1 | 1 | ||||||||||||||||||||
Interest Rate | 4.66% | 4.66% | ||||||||||||||||||||
Default Rate | 5.00% | 5.00% | ||||||||||||||||||||
Long-term debt, gross | $ 24,794,000 | $ 24,794,000 | $ 24,919,000 | |||||||||||||||||||
Mortgages | KEYS Loan Pools | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Collateral | hotel | 34 | 34 | ||||||||||||||||||||
Long-term debt, gross | $ 1,200,000,000 | $ 1,200,000,000 | ||||||||||||||||||||
Mortgages | Rockbridge Portfolio | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term debt, gross | 64,000,000 | $ 64,000,000 | ||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 65,200,000 | |||||||||||||||||||||
Subordinated Debt | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term debt, gross | $ 8,000,000 | $ 5,800,000 | $ 36,200,000 |
Notes Receivable, net and Oth_3
Notes Receivable, net and Other (Schedule of Notes Receivable) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest Rate | 7.00% | |
Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Note receivable, net | $ 8,121,000 | $ 7,709,000 |
Notes Receivable | Construction Financing Note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Face amount | 4,000,000 | 4,000,000 |
Discount | (209,000) | (402,000) |
Note receivable, net | $ 3,791,000 | 3,598,000 |
Due date term | 3 years | |
Notes Receivable | Certificate of Occupancy Note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Face amount | $ 5,250,000 | 5,250,000 |
Discount | (920,000) | (1,139,000) |
Note receivable, net | $ 4,330,000 | $ 4,111,000 |
Notes Receivable, net and Oth_4
Notes Receivable, net and Other (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)a | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)a | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash interest income | $ 0 | $ 0 | ||
Discount amortization | 140,000 | 412,000 | ||
Interest income | 12,000 | $ 836,000 | 664,000 | $ 2,402,000 |
Future ownership rights of parking parcel | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | 76,000 | 223,000 | ||
Free use of parking easement prior to development commencement | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Amortization expense | 0 | 117,000 | ||
Reimbursement of parking fees while parking parcel is in development | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | 4,000 | 4,000 | ||
Reimbursement of parking fees | $ 120,000 | $ 120,000 | ||
Parking Lot Adjacent to Hilton St. Petersburg Bayfront Hotel | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Area of property | a | 1.65 | 1.65 |
Notes Receivable, net and Oth_5
Notes Receivable, net and Other (Other Consideration) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Receivables with Imputed Interest [Line Items] | ||
Imputed Interest Rate | 7.00% | |
Total | $ 4,741 | $ 4,751 |
Future ownership rights of parking parcel | ||
Receivables with Imputed Interest [Line Items] | ||
Face amount | 4,100 | 4,100 |
Imputed interest | 295 | 72 |
Total | 4,395 | 4,172 |
Free use of parking easement prior to development commencement | ||
Receivables with Imputed Interest [Line Items] | ||
Face amount | 235 | 235 |
Accumulated amortization | (235) | (118) |
Total | 0 | 117 |
Reimbursement of parking fees while parking parcel is in development | ||
Receivables with Imputed Interest [Line Items] | ||
Face amount | $ 346 | $ 462 |
Derivative Instruments and He_3
Derivative Instruments and Hedging (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Credit default swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 212,500,000 | ||
Total exposure | 3,400,000 | ||
Change in market value of credit default swap | 250,000 | ||
Not Designated as Hedging Instrument | Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | 1,294,000,000 | $ 3,799,740,000 | |
Aggregate principle balance on corresponding mortgage loans (in thousands) | $ 1,116,000,000 | $ 3,666,331,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 3.00% | 1.50% | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 4.88% | 5.22% | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 25,000,000 | $ 12,025,000,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate low end of range | (1.25%) | (0.25%) | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 1.25% | 1.63% | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 457,000,000 | $ 624,050,000 | |
Total cost (in thousands) | $ 83,000 | $ 1,048,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 3.00% | 1.50% | |
Not Designated as Hedging Instrument | Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 4.00% | 4.00% | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 0 | $ 6,000,000,000 | |
Total cost (in thousands) | $ 0 | $ 225,000 | |
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 1.63% | ||
Not Designated as Hedging Instrument | Interest rate derivatives - floors | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative interest rate | 1.63% |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Fair value consideration threshold for transfer in/out of level 3 | 10.00% | |
LIBOR rate | 0.148% | 1.763% |
LIBOR interest rate forward curve downtrend | 0.129% |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative assets: | ||
Derivative assets | $ 1,680 | $ 1,691 |
Derivative assets, net | 1,680 | 1,691 |
Derivative liabilities: | ||
Derivative liabilities, net | 0 | (42) |
Fair Value Measurements Recurring | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 3,000 | 3,181 |
Derivative assets, net | 1,680 | 1,691 |
Non-derivative assets: | ||
Non-derivative assets | 1,741 | 14,591 |
Total | 3,421 | 16,282 |
Derivative liabilities: | ||
Counterparty and Cash Collateral Netting | 4,231 | |
Net | 16,240 | |
Fair Value Measurements Recurring | Interest rate derivatives - floors | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 0 | 257 |
Derivative assets, net | 330 | 299 |
Fair Value Measurements Recurring | Interest rate derivatives - caps | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 0 | 0 |
Derivative assets, net | 1 | 47 |
Fair Value Measurements Recurring | Credit default swaps | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 3,000 | 2,924 |
Derivative assets, net | 1,349 | 1,345 |
Derivative liabilities: | ||
Counterparty and Cash Collateral Netting | 1,050 | |
Derivative liabilities, net | (42) | |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Non-derivative assets: | ||
Non-derivative assets | 1,741 | 14,591 |
Total | 1,741 | 14,591 |
Derivative liabilities: | ||
Net | 14,591 | |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - floors | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Credit default swaps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Derivative liabilities: | ||
Derivative liabilities | 0 | |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | ||
Derivative assets: | ||
Derivative assets | (1,320) | (1,490) |
Non-derivative assets: | ||
Non-derivative assets | 0 | 0 |
Total | (1,320) | (1,490) |
Derivative liabilities: | ||
Net | (2,582) | |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - floors | ||
Derivative assets: | ||
Derivative assets | 330 | 42 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 1 | 47 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Credit default swaps | ||
Derivative assets: | ||
Derivative assets | (1,651) | (1,579) |
Derivative liabilities: | ||
Derivative liabilities | (1,092) | |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Non-derivative assets: | ||
Non-derivative assets | 0 | 0 |
Total | 0 | 0 |
Derivative liabilities: | ||
Net | 0 | |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - floors | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Credit default swaps | ||
Derivative assets: | ||
Derivative assets | $ 0 | 0 |
Derivative liabilities: | ||
Derivative liabilities | $ 0 |
Fair Value Measurements (Effect
Fair Value Measurements (Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | $ 6,449 | $ (2,536) | $ 11,063 | $ (4,054) |
Unrealized gain (loss) on marketable securities | (758) | 315 | (1,756) | 1,721 |
Derivative expense related to credit default swaps | 271 | 272 | 811 | 809 |
Fair Value Measurements Recurring | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | 6,449 | (2,536) | 11,063 | (4,054) |
Unrealized gain (loss) on marketable securities | (758) | 315 | (1,756) | 1,721 |
Realized gain (loss) on marketable securities | 34 | 28 | 2,142 | 44 |
Net | (555) | (2,343) | 1,944 | (2,827) |
Fair Value Measurements Recurring | Interest rate derivatives - floors | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | 6,185 | (1,866) | 10,173 | 441 |
Realized gain (loss) on interest rate floors | (6,280) | (150) | (9,505) | (538) |
Fair Value Measurements Recurring | Interest rate derivatives - caps | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | (59) | (300) | (129) | (1,414) |
Fair Value Measurements Recurring | Credit default swaps | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | 323 | (370) | 1,019 | (3,081) |
Fair Value Measurements Recurring | Derivative liabilities | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, liabilities | (555) | (2,343) | 1,944 | (2,827) |
Fair Value Measurements Recurring | Derivative liabilities | Credit default swaps | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, liabilities | 0 | (157) | 0 | (1,078) |
Fair Value Measurements Recurring | Derivative assets | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, assets | 169 | (2,529) | 1,558 | (3,514) |
Fair Value Measurements Recurring | Derivative assets | Interest rate derivatives - floors | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, assets | (95) | (2,016) | 668 | (97) |
Fair Value Measurements Recurring | Derivative assets | Interest rate derivatives - caps | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, assets | (59) | (300) | (129) | (1,414) |
Fair Value Measurements Recurring | Derivative assets | Credit default swaps | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, assets | 323 | (213) | 1,019 | (2,003) |
Fair Value Measurements Recurring | Non-derivative assets | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, assets | (555) | (2,186) | 1,944 | (1,749) |
Fair Value Measurements Recurring | Non-derivative assets | Equity | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Gain or (loss) recognized in income, assets | $ (724) | $ 343 | $ 386 | $ 1,765 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Financial assets and liabilities measured at fair value: | ||||
Marketable securities, Carrying value | $ 1,741 | $ 14,591 | ||
Marketable securities, Estimated fair value | 1,741 | 14,591 | ||
Derivative assets, net, Carrying value | 1,680 | 1,691 | ||
Derivative assets, net, Estimated fair value | 1,680 | 1,691 | ||
Derivative liabilities, net | 0 | 42 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents | 120,916 | 262,636 | $ 256,303 | $ 319,210 |
Cash and cash equivalents, Estimated fair value | 120,916 | 262,636 | ||
Restricted cash, Carrying Value | 89,495 | 135,571 | 148,826 | $ 120,602 |
Restricted cash, Estimated fair value | 89,495 | 135,571 | ||
Accounts receivable, Carrying value | 19,379 | 39,638 | ||
Accounts receivable, Estimated fair value | 19,379 | 39,638 | ||
Notes receivable, net, Carrying value | 8,121 | 7,709 | ||
Due from related party, net, Carrying value | 6,015 | 3,019 | ||
Due from related party, net, Estimated fair value | 6,015 | 3,019 | ||
Due from third-party hotel managers, Carrying value | 13,187 | 17,368 | ||
Due from third party hotel managers, Estimated fair value | 13,187 | 17,368 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying Value | 3,714,838 | 4,124,658 | ||
Accounts payable and accrued expenses | 100,110 | 124,226 | ||
Accrued interest payable | 91,274 | 10,115 | ||
Dividends payable, Carrying value | 868 | 20,849 | $ 20,641 | |
Dividends payable, Estimated fair value | 868 | 20,849 | ||
Due to Ashford Inc., net, Carrying value | 4,885 | 6,570 | ||
Due to Ashford Inc., net, Estimated fair value | 4,885 | 6,570 | ||
Due to third-party hotel managers, Carrying value | 344 | 2,509 | ||
Due to third-party hotel managers, Estimated fair value | 344 | 2,509 | ||
Minimum | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 7,715 | 7,323 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 3,219,700 | 3,881,453 | ||
Maximum | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 8,527 | 8,095 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 3,558,619 | $ 4,290,027 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets | 90 days | |
Notes receivable, net | $ 8,121 | $ 7,709 |
Indebtedness, net | 3,739,737 | 4,106,518 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, net | $ 3,700,000 | $ 4,100,000 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value percentage of the carrying value of notes receivable | 95.00% | 95.00% |
Total indebtedness fair value variance from carrying value (as a percent) | 86.70% | 94.10% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value percentage of the carrying value of notes receivable | 105.00% | 105.00% |
Total indebtedness fair value variance from carrying value (as a percent) | 95.80% | 104.00% |
Income (Loss) Per Share (Summar
Income (Loss) Per Share (Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Income (loss) attributable to the Company | $ (129,281) | $ (31,177) | $ (418,098) | $ (85,476) |
Less: Dividends on preferred stock | (10,644) | (10,645) | (31,932) | (31,933) |
Add: Claw back of dividends on unvested performance stock units | 605 | |||
Undistributed income (loss) allocated to common stockholders | (139,925) | (48,044) | (449,425) | (142,304) |
Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted | $ (139,925) | $ (42,047) | $ (449,425) | $ (118,463) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding – basic (in shares) | 11,767 | 9,997 | 10,721 | 9,979 |
Weighted average common shares outstanding – diluted (in shares) | 11,767 | 9,997 | 10,721 | 9,979 |
Basic income (loss) per share: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (11.89) | $ (4.21) | $ (41.92) | $ (11.87) |
Diluted income (loss) per share: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (11.89) | $ (4.21) | $ (41.92) | $ (11.87) |
Performance stock units | ||||
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Less: Dividends | $ 0 | $ (96) | $ 0 | $ (381) |
Add: Claw back of dividends on unvested performance stock units | 0 | 0 | 605 | 0 |
Restricted shares | ||||
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Less: Dividends | 0 | (129) | 0 | (673) |
Common Stock | ||||
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Less: Dividends | $ 0 | $ (5,997) | $ 0 | $ (23,841) |
Income (Loss) Per Share (Summ_2
Income (Loss) Per Share (Summary of Computation of Diluted Income Per Share) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ 22,273 | $ 7,919 | $ 77,294 | $ 21,582 |
Total | $ 22,273 | $ 8,144 | $ 77,294 | $ 22,636 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 1,886 | 1,934 | 1,891 | 1,917 |
Redeemable Noncontrolling Interests in Operating Partnership | ||||
Weighted average diluted shares are not adjusted for: | ||||
Preferred stock dividends in arrears | $ 1,400 | $ 3,000 | ||
Restricted shares | ||||
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Income allocated to unvested shares | $ 0 | $ 129 | $ 0 | $ 673 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 0 | 8 | 8 |
Performance stock units | ||||
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Income allocated to unvested shares | $ 0 | $ 96 | $ 0 | $ 381 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 0 | 0 | 9 |
Redeemable Noncontrolling Interests in Operating Partnership | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 1,869 | 1,934 | 1,877 | 1,900 |
Contingently issuable shares | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 17 | 0 | 6 | 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest in Operating Partnership (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | May 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Noncontrolling Interest [Line Items] | |||||||
Common unit limited partnership interest redemption for common stock (in shares) | 1 | ||||||
Other than options (in shares) | 50,000 | ||||||
Performance LTIP dividend claw back upon cancellation | $ 605 | ||||||
Long Term Incentive Plan | |||||||
Noncontrolling Interest [Line Items] | |||||||
Vesting period | 3 years | ||||||
Common partnership unit per converted LTIP unit (in shares) | 1 | ||||||
Shares granted (in shares) | 28,000 | ||||||
Fair value of options | $ 372 | ||||||
Long Term Incentive Plan | Director | |||||||
Noncontrolling Interest [Line Items] | |||||||
Fair value of options | $ 160 | ||||||
Other than options (in shares) | 82,000 | 82,000 | 82,000 | ||||
Long Term Incentive Plan | May 2020 Grant 1 | Director | |||||||
Noncontrolling Interest [Line Items] | |||||||
Fair value of options | $ 422 | ||||||
Other than options (in shares) | 70,000 | ||||||
Long Term Incentive Plan | May 2020 Grant 2 | Director | |||||||
Noncontrolling Interest [Line Items] | |||||||
Fair value of options | $ 107 | ||||||
Other than options (in shares) | 16,000 | ||||||
Performance Long Term Incentive Plan Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Vesting period | 3 years | ||||||
Fair value of options | $ 200 | ||||||
Other than options (in shares) | 130,000 | 130,000 | 130,000 | ||||
Units canceled (in shares) | 109,000 | ||||||
Performance LTIP dividend claw back upon cancellation | $ 0 | $ 0 | $ 1,401 | $ 0 | |||
Units which have not reached full economic parity with common units (in shares) | 50,000 | ||||||
LTIP and Performance LTIP | |||||||
Noncontrolling Interest [Line Items] | |||||||
Units outstanding (in shares) | 1,300,000 | 1,300,000 | 1,300,000 | ||||
Units which have not reached full economic parity with common units (in shares) | 253,000 | ||||||
Minimum | Long Term Incentive Plan | |||||||
Noncontrolling Interest [Line Items] | |||||||
Vesting period | 3 years | ||||||
Minimum | Performance Long Term Incentive Plan Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Performance adjustment | 0.00% | 0.00% | 0.00% | ||||
Maximum | Long Term Incentive Plan | |||||||
Noncontrolling Interest [Line Items] | |||||||
Vesting period | 5 years | ||||||
Maximum | Performance Long Term Incentive Plan Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Performance adjustment | 200.00% | 200.00% | 200.00% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests in Operating Partnership (Schedules) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interests (in thousands) | $ 20,532 | $ 20,532 | $ 69,870 | ||
Cumulative adjustments to redeemable noncontrolling interests (in thousands) | (11,526) | $ (12,543) | (23,600) | $ (10,842) | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 22,273 | 7,919 | 77,294 | 21,582 | |
Distributions declared to holders of common units, LTIP units and Performance LTIP units | $ 0 | $ 1,316 | 0 | $ 5,256 | |
Performance LTIP dividend claw back upon cancellation | (605) | ||||
Partnership Interest | |||||
Noncontrolling Interest [Line Items] | |||||
Cumulative adjustments to redeemable noncontrolling interests (in thousands) | $ 173,546 | $ 155,536 | |||
Partnership Interest | Ashford Trust OP | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage of operating partnership | 13.73% | 13.73% | 15.92% | ||
Operating Partnership Units | |||||
Noncontrolling Interest [Line Items] | |||||
Common units converted to stock (in shares) | 0 | 0 | 196 | 0 | |
Fair value of common units converted | $ 0 | $ 0 | $ 959 | $ 0 | |
Performance Long Term Incentive Plan Units | |||||
Noncontrolling Interest [Line Items] | |||||
Performance LTIP dividend claw back upon cancellation | $ 0 | $ 0 | $ (1,401) | $ 0 |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 34 Months Ended | |||||||||
Sep. 30, 2020 | May 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 11, 2017 | Dec. 05, 2017 | |
Class of Stock [Line Items] | |||||||||||||
Dividends declared - common stock (in dollars per share) | $ 0.60 | $ 0.60 | $ 1.20 | ||||||||||
Stock repurchase program, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Authorized amount | $ 200,000,000 | ||||||||||||
Stock repurchased (in shares) | 0 | 0 | |||||||||||
Restricted shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares granted (in shares) | 133,000 | ||||||||||||
Value of shares granted | $ 1,800,000 | ||||||||||||
Vesting period | 3 years | ||||||||||||
Non-employee restricted shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares granted (in shares) | 13,000 | ||||||||||||
Fair value of options | $ 25,000 | ||||||||||||
Non-employee restricted shares | May 2020 Grant 1 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares granted (in shares) | 14,000 | ||||||||||||
Fair value of options | $ 84,000 | ||||||||||||
Non-employee restricted shares | May 2020 Grant 2 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares granted (in shares) | 3,000 | ||||||||||||
Fair value of options | $ 17,000 | ||||||||||||
Performance Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares granted (in shares) | 70,000 | ||||||||||||
Vesting period | 3 years | 3 years | |||||||||||
Fair value of options | $ 560,000 | ||||||||||||
Units canceled/forfeited (in shares) | 35,000 | ||||||||||||
Performance LTIP dividend claw back upon cancellation | $ 378,000 | ||||||||||||
Claw back of dividends | $ 227,000 | $ 227,000 | |||||||||||
Performance Shares | Minimum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Performance adjustment | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||
Performance Shares | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Performance adjustment | 200.00% | 200.00% | 200.00% | 200.00% | |||||||||
Performance Shares | Executive Officer | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Units canceled/forfeited (in shares) | 66,000 | ||||||||||||
Value of shares forfeited | $ 1,900,000 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends declared - common stock (in dollars per share) | $ 0.60 | $ 2.4 | |||||||||||
Common Stock | At-The-Market Equity Distribution [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares authorized, value | 100,000,000 | ||||||||||||
Shares issued (in shares) | 0 | 0 | 6,500,000 | ||||||||||
Proceeds from issuance of stock | $ 27,500,000 |
Equity and Equity-Based Compe_4
Equity and Equity-Based Compensation (Preferred Dividends) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Series D Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends declared - preferred stock (in dollars per share) | $ 0 | $ 0.5281 | |
Preferred stock percentage | 8.45% | ||
Series F Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends declared - preferred stock (in dollars per share) | 0 | 0.4609 | |
Preferred stock percentage | 7.375% | ||
Series G Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends declared - preferred stock (in dollars per share) | 0 | 0.4609 | |
Preferred stock percentage | 7.375% | ||
Series H Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends declared - preferred stock (in dollars per share) | 0 | 0.4688 | |
Preferred stock percentage | 7.50% | ||
Series I Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends declared - preferred stock (in dollars per share) | $ 0 | $ 0.4688 | |
Preferred stock percentage | 7.50% |
Equity and Equity-Based Compe_5
Equity and Equity-Based Compensation (Preferred Dividends Unpaid) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)$ / shares | |
Series D Preferred Stock | |
Class of Stock [Line Items] | |
Preferred stock dividends in arrears | $ | $ 2,524 |
Preferred stock dividends in arrears (in dollars per share) | $ / shares | $ 1.06 |
Series F Preferred Stock | |
Class of Stock [Line Items] | |
Preferred stock dividends in arrears | $ | $ 4,425 |
Preferred stock dividends in arrears (in dollars per share) | $ / shares | $ 0.92 |
Series G Preferred Stock | |
Class of Stock [Line Items] | |
Preferred stock dividends in arrears | $ | $ 5,715 |
Preferred stock dividends in arrears (in dollars per share) | $ / shares | $ 0.92 |
Series H Preferred Stock | |
Class of Stock [Line Items] | |
Preferred stock dividends in arrears | $ | $ 3,562 |
Preferred stock dividends in arrears (in dollars per share) | $ / shares | $ 0.94 |
Series I Preferred Stock | |
Class of Stock [Line Items] | |
Preferred stock dividends in arrears | $ | $ 5,062 |
Preferred stock dividends in arrears (in dollars per share) | $ / shares | $ 0.94 |
Equity and Equity-Based Compe_6
Equity and Equity-Based Compensation (Schedule of Equity Activity) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Class of Stock [Line Items] | |||
Gross proceed received | $ 11,310 | $ 0 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock issued (in shares) | 4,127 | 4,127 | |
Gross proceed received | $ 12,009 | $ 12,009 | |
Commissions and other expenses | 150 | 150 | |
Net proceeds | $ 11,859 | $ 11,859 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Oct. 16, 2020USD ($) | Jul. 01, 2020USD ($)installment | Mar. 20, 2020USD ($) | Sep. 25, 2019USD ($) | Jun. 26, 2018USD ($) | Sep. 30, 2020USD ($)hotel | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)hotel | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($)hotel | Sep. 30, 2019USD ($)hotel | Nov. 05, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 25, 2020USD ($) | Mar. 13, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||||
Allocation percentage | 75.00% | ||||||||||||||||
Preferred equity offerings | $ 400,000,000 | ||||||||||||||||
Number of hotels | hotel | 116 | 121 | 116 | 121 | |||||||||||||
Subsidiaries | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of hotel properties managed by affiliates | hotel | 68 | 68 | |||||||||||||||
Number of hotels | hotel | 103 | ||||||||||||||||
Management Fees | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Portion of project management fees to project costs | 4.00% | ||||||||||||||||
Success Fees | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Deferral of payment term | 30 days | ||||||||||||||||
Amount of fees not paid | $ 3,000,000 | ||||||||||||||||
Claw back credit | 506,000 | ||||||||||||||||
Ashford Inc. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory services, incentive fee term | 3 years | ||||||||||||||||
Contribution amount committed | $ 15,000,000 | ||||||||||||||||
Contribution amount funded | $ 3,000,000 | ||||||||||||||||
Corporate, general and administrative | $ 591,000 | $ 896,000 | $ 0 | $ 1,604,000 | $ 0 | ||||||||||||
Ashford Inc. | Other Assets | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Contribution amount funded | 385,000 | $ 1,600,000 | |||||||||||||||
Ashford Inc. | Base Management Fees | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Reimbursable expenses | 3,000,000 | ||||||||||||||||
Ashford Inc. | Reimbursable Expenses | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Reimbursable expenses | $ 1,000,000 | ||||||||||||||||
Ashford Inc. | Affiliated entity | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
ERFP, percent of commitment for each hotel | 10.00% | ||||||||||||||||
ERFP, term after acquisition | 3 years | ||||||||||||||||
ERFP, initial term | 2 years | ||||||||||||||||
ERFP, renewal term | 1 year | ||||||||||||||||
ERFP, notice term | 60 days | ||||||||||||||||
Ashford Inc. | Affiliated entity | Embassy Suites New York Manhattan Times Square | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Entitled to receive for furniture, fixtures, and equipment | $ 19,500,000 | $ 19,500,000 | |||||||||||||||
Consideration for FF&E | $ 8,100,000 | ||||||||||||||||
Remaining ERFP amount | $ 11,400,000 | ||||||||||||||||
Lismore capital | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory fees waived | $ 540,000 | ||||||||||||||||
Lismore capital | Mortgages | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory fees waived | $ 94,000 | ||||||||||||||||
Lismore capital | Subsidiaries | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory services, term | 24 months | ||||||||||||||||
Advisory services, aggregate fee | $ 2,600,000 | ||||||||||||||||
Number of installments | installment | 3 | ||||||||||||||||
Monthly installment fee | $ 857,000 | ||||||||||||||||
Advisory services aggregate fee, percent | 0.25% | ||||||||||||||||
Advisory services, extension term | 12 months | ||||||||||||||||
Advisory services, amount paid | $ 8,300,000 | $ 5,100,000 | |||||||||||||||
Advisory services, financing amount | $ 4,100,000,000 | ||||||||||||||||
Advisory services, multiple percentage | 0.125% | ||||||||||||||||
Periodic installment payments | $ 5,100,000 | ||||||||||||||||
Payment expensed in accordance with the agreement | 3,200,000 | ||||||||||||||||
Payment amount to be offset against future fees | $ 2,000,000 | ||||||||||||||||
Expensed recognized in other assets | 5,800,000 | ||||||||||||||||
Expensed recognized in write-off loan costs and exit fees | 9,200,000 | 10,700,000 | |||||||||||||||
Lismore capital | Subsidiaries | Payable Reduction | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory services, rate | 0.10% | ||||||||||||||||
Lismore capital | Subsidiaries | Advisory Services Fee | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory services, rate | 0.75% | ||||||||||||||||
Lismore capital | Subsidiaries | Percent of Conversion Value | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory services, rate | 1.50% | ||||||||||||||||
Lismore capital | Subsidiaries | Percent of Face Value | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Advisory services, rate | 50.00% | ||||||||||||||||
Lismore capital | Subsidiaries | Success Fees | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payable fees | 6,300,000 | 6,300,000 | |||||||||||||||
Lismore capital | Subsidiaries | Success Fees Payable | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payable fees | $ 3,000,000 | $ 3,000,000 | |||||||||||||||
Braemar Hotels & Resorts Inc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Allocation percentage | 25.00% | ||||||||||||||||
Maximum | Ashford Inc. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Quarterly base fee | 0.70% | 0.70% | |||||||||||||||
Total market capitalization | $ 10,000,000,000 | $ 10,000,000,000 | |||||||||||||||
Maximum | Ashford Inc. | Affiliated entity | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
ERFP investment amount (up to) | $ 50,000,000 | ||||||||||||||||
ERFP commitment amount subject to increase | $ 100,000,000 | ||||||||||||||||
Minimum | Management Fees | Management Fees | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Percent of gross revenue | 3.00% | ||||||||||||||||
Minimum | Ashford Inc. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Quarterly base fee | 0.50% | 0.50% | |||||||||||||||
Total market capitalization | $ 6,000,000,000 | $ 6,000,000,000 | |||||||||||||||
Minimum | Remington Hotels | Management Fees | Management Fees | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payment of monthly property management fees | $ 14,000 | $ 14,000 | |||||||||||||||
Percent of gross revenue | 3.00% |
Related Party Transactions (Adv
Related Party Transactions (Advisory Service Fee and Reimbursed Operating Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | |||||
Advisory services fee | $ 12,333 | $ 15,964 | $ 37,848 | $ 48,549 | |
Performance Shares | |||||
Related Party Transaction [Line Items] | |||||
Units canceled/forfeited (in shares) | 35,000 | ||||
Executive Officer | Performance Shares | |||||
Related Party Transaction [Line Items] | |||||
Units canceled/forfeited (in shares) | 66,000 | ||||
Value of shares forfeited | $ 1,900 | ||||
Ashford Inc. | |||||
Related Party Transaction [Line Items] | |||||
Corporate, general and administrative | 591 | $ 896 | 0 | 1,604 | 0 |
Ashford Inc. | Affiliated entity | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 12,333 | 15,964 | 37,848 | 48,549 | |
Ashford Inc. | Affiliated entity | Base advisory fee | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 8,654 | 8,949 | 26,128 | 27,300 | |
Ashford Inc. | Affiliated entity | Reimbursable expenses | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 1,557 | 2,367 | 4,955 | 7,763 | |
Ashford Inc. | Affiliated entity | Equity-based compensation | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | $ 2,122 | $ 4,648 | $ 6,765 | $ 13,486 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jul. 26, 2018USD ($) | Jun. 29, 2017USD ($) | Jun. 07, 2017USD ($) | Jun. 01, 2017USD ($) | Jun. 30, 2014USD ($) | Nov. 01, 2011USD ($) | Sep. 30, 2020USD ($)hoteld | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)hoteld | Sep. 30, 2019USD ($) | Nov. 05, 2019USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2006USD ($) |
Commitments and Contingencies [Line Items] | |||||||||||||
Other hotel expenses | $ 83,150,000 | $ 238,909,000 | $ 351,415,000 | $ 719,088,000 | |||||||||
Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Damages awarded | $ 10,800,000 | $ 8,800,000 | |||||||||||
Payments for legal settlements | $ 544,000 | $ 3,900,000 | |||||||||||
Loss contingency accrual | 504,000 | 504,000 | |||||||||||
Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Loss contingency accrual | 0 | 0 | |||||||||||
Class Action Lawsuit, California Employment Laws [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Loss contingency accrual | $ 0 | $ 0 | |||||||||||
Number of hotels in class action lawsuit | hotel | 9 | 9 | |||||||||||
Number of days for recipients to opt out of class | d | 60 | 60 | |||||||||||
Potential Pension Liabilities | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Unfunded pension liabilities at acquisition | $ 0 | ||||||||||||
Unfunded pension liabilities amount received by the Hotel Manager on the loss of suit | $ 1,700,000 | ||||||||||||
Monthly pension payments | 100,000 | ||||||||||||
Accrued unfunded pension liabilities | 1,600,000 | ||||||||||||
Net amount of pension payments on settlement agreement paid by hotel manager | $ 84,000 | ||||||||||||
Term of pension liability | 20 years | ||||||||||||
Surety Bond | Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Payments for legal settlements | $ 2,500,000 | ||||||||||||
Surety Bond | Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. | RLI Insurance Company | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Payments for legal settlements | $ 10,000,000 | ||||||||||||
Franchise fees | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Other hotel expenses | $ 4,808,000 | $ 19,669,000 | $ 22,069,000 | $ 58,371,000 | |||||||||
Franchise Fees | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Franchisor royalty fees percent of gross room revenue, minimum | 3.00% | 3.00% | |||||||||||
Franchisor royalty fees percent of gross room revenue, maximum | 6.00% | 6.00% | |||||||||||
Food and beverage fees minimum | 1.00% | 1.00% | |||||||||||
Food and beverage fees maximum | 3.00% | 3.00% | |||||||||||
Marketing reservation and other fees, minimum | 1.00% | 1.00% | |||||||||||
Marketing reservation and other fees, maximum | 4.00% | 4.00% | |||||||||||
Management Fees | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Property management fee as percentage of gross revenue, minimum | 1.00% | ||||||||||||
Property management fee as percentage of gross revenue, maximum | 7.00% | ||||||||||||
Minimum | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Restricted cash reserves as percentage of property revenue | 4.00% | 4.00% | |||||||||||
Minimum | Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Damages sought | $ 5,800,000 | ||||||||||||
Minimum | Management Fees | Management Fees | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Percent of gross revenue | 3.00% | ||||||||||||
Minimum | Management Fees | Remington Hotels | Management Fees | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Payment of monthly property management fees | $ 14,000 | $ 14,000 | |||||||||||
Percent of gross revenue | 3.00% | ||||||||||||
Maximum | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Restricted cash reserves as percentage of property revenue | 6.00% | 6.00% | |||||||||||
Maximum | Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Damages sought | $ 11,900,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |