Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 1200 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 145,330,202 | |
Entity Central Index Key | 0001232582 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | AHT | |
Security Exchange Name | NYSE | |
Preferred Stock, Series D | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series D | |
Trading Symbol | AHT-PD | |
Security Exchange Name | NYSE | |
Preferred Stock, Series F | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series F | |
Trading Symbol | AHT-PF | |
Security Exchange Name | NYSE | |
Preferred Stock, Series G | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series G | |
Trading Symbol | AHT-PG | |
Security Exchange Name | NYSE | |
Preferred Stock, Series H | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series H | |
Trading Symbol | AHT-PH | |
Security Exchange Name | NYSE | |
Preferred Stock, Series I | ||
Document 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 | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Investments in hotel properties, net | $ 3,364,584 | $ 3,426,982 |
Cash and cash equivalents | 225,357 | 92,905 |
Restricted cash | 67,734 | 74,408 |
Accounts receivable, net of allowance of $271 and $441, respectively | 33,320 | 21,760 |
Inventories | 2,340 | 2,447 |
Notes receivable, net | 8,408 | 8,263 |
Investment in unconsolidated entity | 2,674 | 2,811 |
Deferred costs, net | 6,805 | 1,851 |
Prepaid expenses | 17,884 | 18,401 |
Derivative assets | 195 | 263 |
Operating lease right-of-use assets | 44,808 | 45,008 |
Other assets | 20,394 | 23,303 |
Intangible assets | 797 | 797 |
Due from Ashford Inc., net | 1,506 | 0 |
Due from related parties, net | 8,177 | 5,801 |
Due from third-party hotel managers | 11,847 | 9,383 |
Total assets | 3,816,830 | 3,734,383 |
Liabilities: | ||
Indebtedness, net | 3,941,493 | 3,728,911 |
Accounts payable and accrued expenses | 95,647 | 99,954 |
Accrued interest payable | 43,630 | 98,685 |
Dividends and distributions payable | 236 | 868 |
Due to Ashford Inc., net | 0 | 13,383 |
Due to third-party hotel managers | 436 | 184 |
Intangible liabilities, net | 2,237 | 2,257 |
Operating lease liabilities | 45,184 | 45,309 |
Other liabilities | 5,210 | 5,336 |
Total liabilities | 4,134,073 | 3,994,887 |
Commitments and contingencies (note 16) | ||
Redeemable noncontrolling interests in operating partnership | 24,683 | 22,951 |
Equity (deficit): | ||
Common stock, $0.01 par value, 400,000,000 shares authorized, 110,140,224 and 64,362,505 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 1,101 | 644 |
Additional paid-in capital | 1,845,180 | 1,808,875 |
Accumulated deficit | (2,188,401) | (2,093,292) |
Total stockholders’ equity (deficit) of the Company | (342,011) | (283,621) |
Noncontrolling interest in consolidated entities | 85 | 166 |
Total equity (deficit) | (341,926) | (283,455) |
Total liabilities and equity/deficit | 3,816,830 | 3,734,383 |
Preferred Stock, Series D | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 17 | 18 |
Preferred Stock, Series F | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 20 | 29 |
Preferred Stock, Series G | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 32 | 44 |
Preferred Stock, Series H | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 20 | 27 |
Preferred Stock, Series I | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | $ 20 | $ 34 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Allowance for doubtful accounts receivable | $ 271 | $ 441 |
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) | 110,140,224 | 64,362,505 |
Common stock, shares outstanding (in shares) | 110,140,224 | 64,362,505 |
Preferred Stock, Series D | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 1,678,772 | 1,791,461 |
Preferred stock, shares outstanding (in shares) | 1,678,772 | 1,791,461 |
Preferred Stock, Series F | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 2,037,824 | 2,891,440 |
Preferred stock, shares outstanding (in shares) | 2,037,824 | 2,891,440 |
Preferred Stock, Series G | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 3,172,279 | 4,422,623 |
Preferred stock, shares outstanding (in shares) | 3,172,279 | 4,422,623 |
Preferred Stock, Series H | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 2,002,137 | 2,668,637 |
Preferred stock, shares outstanding (in shares) | 2,002,137 | 2,668,637 |
Preferred Stock, Series I | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 1,999,575 | 3,391,349 |
Preferred stock, shares outstanding (in shares) | 1,999,575 | 3,391,349 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
REVENUE | ||
Total revenue | $ 115,830 | $ 281,877 |
Hotel operating expenses: | ||
Total hotel expenses | 91,547 | 201,710 |
Property taxes, insurance and other | 17,471 | 20,472 |
Depreciation and amortization | 57,627 | 66,350 |
Impairment charges | 0 | 27,613 |
Advisory services fee | 12,161 | 15,299 |
Corporate, general and administrative | 6,997 | 3,492 |
Total expenses | 185,803 | 334,936 |
Gain (loss) on disposition of assets and hotel properties | (69) | 3,623 |
OPERATING INCOME (LOSS) | (70,042) | (49,436) |
Equity in earnings (loss) of unconsolidated entities | (137) | (79) |
Interest income | 13 | 611 |
Other income (expense) | 229 | 1,522 |
Interest expense and amortization of discounts and loan costs | (33,264) | (57,085) |
Write-off of premiums, loan costs and exit fees | (3,379) | (95) |
Unrealized gain (loss) on marketable securities | 0 | (1,477) |
Unrealized gain (loss) on derivatives | 919 | 4,422 |
INCOME (LOSS) BEFORE INCOME TAXES | (105,661) | (101,617) |
Income tax (expense) benefit | 271 | (303) |
NET INCOME (LOSS) | (105,390) | (101,920) |
(Income) loss attributable to noncontrolling interest in consolidated entities | 81 | 48 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 2,271 | 17,671 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (103,038) | (84,201) |
Preferred dividends | 818 | (10,644) |
Gain (loss) on extinguishment of preferred stock | 10,635 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (91,585) | $ (94,845) |
Basic: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.10) | $ (9.40) |
Weighted average common shares outstanding – basic (in shares) | 83,046 | 10,047 |
Diluted: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.10) | $ (9.40) |
Weighted average common shares outstanding – diluted (in shares) | 83,046 | 10,047 |
Total hotel revenue | ||
REVENUE | ||
Total revenue | $ 115,445 | $ 281,105 |
Rooms | ||
REVENUE | ||
Total revenue | 97,114 | 215,807 |
Hotel operating expenses: | ||
Total hotel expenses | 23,724 | 52,466 |
Food and beverage | ||
REVENUE | ||
Total revenue | 7,903 | 47,950 |
Hotel operating expenses: | ||
Total hotel expenses | 6,527 | 34,901 |
Other hotel revenue | ||
REVENUE | ||
Total revenue | 10,428 | 17,348 |
Hotel operating expenses: | ||
Total hotel expenses | 55,769 | 103,794 |
Other | ||
REVENUE | ||
Total revenue | 385 | 772 |
Management fees | ||
Hotel operating expenses: | ||
Total hotel expenses | $ 5,527 | $ 10,549 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (105,390) | $ (101,920) |
Other comprehensive income (loss), net of tax: | ||
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive income (loss) | (105,390) | (101,920) |
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 81 | 48 |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 2,271 | 17,671 |
Comprehensive income (loss) attributable to the Company | $ (103,038) | $ (84,201) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock, Series D | Preferred Stock, Series F | Preferred Stock, Series G | Preferred Stock, Series H | Preferred Stock, Series I | Common Stock | Preferred StockPreferred Stock, Series D | Preferred StockPreferred Stock, Series F | Preferred StockPreferred Stock, Series G | Preferred StockPreferred Stock, Series H | Preferred StockPreferred Stock, Series I | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitPreferred Stock, Series D | Accumulated DeficitPreferred Stock, Series F | Accumulated DeficitPreferred Stock, Series G | Accumulated DeficitPreferred Stock, Series H | Accumulated DeficitPreferred Stock, Series I | Noncontrolling Interests In Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership |
Beginning balance, shares (in shares) at Dec. 31, 2019 | 10,210 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | |||||||||||||||
Beginning balance, value at Dec. 31, 2019 | $ 269,266 | $ 102 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | $ 1,826,472 | $ (1,558,038) | $ 504 | $ 69,870 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Purchases of common stock (in shares) | (25) | ||||||||||||||||||||
Purchases of common stock | (358) | (358) | |||||||||||||||||||
Equity-based compensation | 3,272 | 3,272 | 1,634 | ||||||||||||||||||
Forfeitures of restricted shares (in shares) | (3) | ||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 134 | ||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 1 | (1) | ||||||||||||||||||
Dividend claw back upon cancellation | 378 | 378 | 1,401 | ||||||||||||||||||
Dividends declared - preferred shares | $ (1,262) | $ (2,212) | $ (2,858) | $ (1,781) | $ (2,531) | $ (1,262) | $ (2,212) | $ (2,858) | $ (1,781) | $ (2,531) | |||||||||||
Conversion of operating partnership units (in shares) | 196 | ||||||||||||||||||||
Conversion of operating partnership units | 959 | $ 2 | 957 | (959) | |||||||||||||||||
Redemption value adjustment | 19,046 | 19,046 | (19,046) | ||||||||||||||||||
Net income (loss) | (84,249) | (84,201) | (48) | (17,671) | |||||||||||||||||
Ending balance, shares (in shares) at Mar. 31, 2020 | 10,512 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | |||||||||||||||
Ending balance, value at Mar. 31, 2020 | 197,670 | $ 105 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | 1,830,342 | (1,633,459) | 456 | 35,229 | ||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2019 | 10,210 | 2,389 | 4,800 | 6,200 | 3,800 | 5,400 | |||||||||||||||
Beginning balance, value at Dec. 31, 2019 | 269,266 | $ 102 | $ 24 | $ 48 | $ 62 | $ 38 | $ 54 | 1,826,472 | (1,558,038) | 504 | 69,870 | ||||||||||
Ending balance, shares (in shares) at Dec. 31, 2020 | 64,363 | 1,791 | 2,891 | 4,423 | 2,669 | 3,391 | |||||||||||||||
Ending balance, value at Dec. 31, 2020 | (283,455) | $ 644 | $ 18 | $ 29 | $ 44 | $ 27 | $ 34 | 1,808,875 | (2,093,292) | 166 | 22,951 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Purchases of common stock (in shares) | (15) | ||||||||||||||||||||
Purchases of common stock | (46) | (46) | |||||||||||||||||||
Equity-based compensation | 1,279 | 1,279 | 665 | ||||||||||||||||||
Forfeitures of restricted shares (in shares) | (2) | ||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 131 | ||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 1 | (1) | 0 | |||||||||||||||||
Issuance of common stock (in shares) | 16,227 | ||||||||||||||||||||
Issuance of common stock | 46,121 | $ 162 | 45,959 | ||||||||||||||||||
Dividend claw back upon cancellation | 178 | 178 | 454 | ||||||||||||||||||
Redemption value adjustment | (2,884) | (2,884) | 2,884 | ||||||||||||||||||
Extinguishment of preferred stock (in shares) | 29,436 | (112) | (853) | (1,251) | (667) | (1,391) | |||||||||||||||
Extinguishment of preferred stock | 0 | $ 294 | $ (1) | $ (9) | $ (12) | $ (7) | $ (14) | (10,886) | 10,635 | ||||||||||||
Net income (loss) | (103,119) | (103,038) | (81) | (2,271) | |||||||||||||||||
Ending balance, shares (in shares) at Mar. 31, 2021 | 110,140 | 1,679 | 2,038 | 3,172 | 2,002 | 2,000 | |||||||||||||||
Ending balance, value at Mar. 31, 2021 | $ (341,926) | $ 1,101 | $ 17 | $ 20 | $ 32 | $ 20 | $ 20 | $ 1,845,180 | $ (2,188,401) | $ 85 | $ 24,683 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Parenthetical) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Preferred Stock, Series D | |
Dividends declared - preferred stock (in dollars per share) | $ 0.5281 |
Preferred Stock, Series F | |
Dividends declared - preferred stock (in dollars per share) | 0.4609 |
Preferred Stock, Series G | |
Dividends declared - preferred stock (in dollars per share) | 0.4609 |
Preferred Stock, Series H | |
Dividends declared - preferred stock (in dollars per share) | 0.4688 |
Preferred Stock, Series I | |
Dividends declared - preferred stock (in dollars per share) | 0.4688 |
Preferred Stock | Preferred Stock, Series D | |
Dividends declared - preferred stock (in dollars per share) | 0.53 |
Preferred Stock | Preferred Stock, Series F | |
Dividends declared - preferred stock (in dollars per share) | 0.46 |
Preferred Stock | Preferred Stock, Series G | |
Dividends declared - preferred stock (in dollars per share) | 0.46 |
Preferred Stock | Preferred Stock, Series H | |
Dividends declared - preferred stock (in dollars per share) | 0.47 |
Preferred Stock | Preferred Stock, Series I | |
Dividends declared - preferred stock (in dollars per share) | $ 0.47 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (105,390) | $ (101,920) |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||
Depreciation and amortization | 57,627 | 66,350 |
Impairment charges | 0 | 27,613 |
Amortization of intangibles | 33 | (69) |
Recognition of deferred income | (125) | (237) |
Bad debt expense | 279 | 682 |
Deferred income tax expense (benefit) | (5) | (321) |
Equity in (earnings) loss of unconsolidated entities | 137 | 79 |
(Gain) loss on disposition of assets and hotel properties | 69 | (3,623) |
Realized and unrealized (gain) loss on marketable securities | 0 | (627) |
Purchases of marketable securities | 0 | (452) |
Sales of marketable securities | 0 | 15,233 |
Net settlement of trading derivatives | 0 | 4,630 |
Realized and unrealized (gain) loss on derivatives | (919) | (4,197) |
Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees | (6,068) | 6,603 |
Equity-based compensation | 1,944 | 4,906 |
Amortization of parking asset | 0 | 117 |
Non-cash interest income | (223) | (208) |
Paid-in kind interest expense | 6,663 | 0 |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions and dispositions of hotel properties: | ||
Accounts receivable and inventories | (11,593) | 9,738 |
Prepaid expenses and other assets | 1,880 | (11,344) |
Operating lease right-of-use assets | 126 | 265 |
Operating lease liabilities | (125) | (162) |
Accounts payable and accrued expenses and accrued interest payable | (20,354) | 1,440 |
Due to/from related parties | (2,376) | (1,380) |
Due to/from third-party hotel managers | (2,212) | (1,303) |
Due to/from Ashford Inc., net | (11,293) | (632) |
Other liabilities | (1) | 692 |
Net cash provided by (used in) operating activities | (91,926) | 11,873 |
Cash Flows from Investing Activities | ||
Investment in unconsolidated entity | 0 | (51) |
Improvements and additions to hotel properties | (9,072) | (20,365) |
Net proceeds from disposition of assets and hotel properties | 7,291 | 4,654 |
Proceeds from property insurance | 670 | 147 |
Net cash provided by (used in) investing activities | (1,111) | (15,615) |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness, net of commitment fee | 195,500 | 37,000 |
Repayments of indebtedness | (4,330) | (45,287) |
Payments for loan costs and exit fees | (17,530) | (1,176) |
Payments for dividends and distributions | 0 | (17,974) |
Payments for derivatives | (292) | (63) |
Proceeds from common stock offerings | 45,467 | 0 |
Net cash provided by (used in) financing activities | 218,815 | (27,500) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 125,778 | (31,242) |
Cash, cash equivalents and restricted cash at beginning of period | 167,313 | 398,207 |
Cash, cash equivalents and restricted cash and at end of period | 293,091 | 366,965 |
Supplemental Cash Flow Information | ||
Interest paid | 58,872 | 51,272 |
Income taxes paid (refunded) | (38) | (87) |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Accrued but unpaid capital expenditures | 6,344 | 18,714 |
Accrued stock offering costs | 155 | 0 |
Common stock purchases accrued but not paid | 46 | 358 |
Non-cash loan principal associated with default interest and late charges | 32,627 | 0 |
Non-cash extinguishment of preferred stock | 103,188 | 0 |
Issuance of common stock from preferred stock exchanges | 92,553 | 0 |
Debt discount associated with embedded debt derivative | 43,681 | 0 |
Unsettled common stock offering proceeds | 809 | 0 |
Accrued but unpaid financing costs | 0 | 4,994 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash, cash equivalents and restricted cash | $ 167,313 | $ 398,207 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the U.S. that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. Future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements. Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of March 31, 2021, we owned interests in the following assets: • 102 consolidated hotel properties, including 100 directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 22,569 total rooms (or 22,542 net rooms excluding those attributable to our partner); • 90 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”); and • 17.1% ownership in OpenKey with a carrying value of $2.7 million. For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of March 31, 2021, our 102 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 102 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 and related 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 revised 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 March 31, 2021, operations at one of the Company’s hotels remained 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 cannot be reasonably estimated at this time due to uncertainty as to its severity and duration. In addition, one or more possible recurrences of COVID-19 cases could result in further reductions in business and personal travel and could cause state and local governments to reinstate travel restrictions. The Company expects that the COVID-19 pandemic will continue to have a significant negative impact on the Company’s results of operations, financial position and cash flow throughout 2021 and for the foreseeable future. As a result, the Company suspended the quarterly cash dividend on its common stock beginning in the first quarter of fiscal year 2020, suspended the quarterly cash dividend on its preferred stock beginning in the second quarter of fiscal year 2020, reduced planned capital expenditures, and worked closely with its hotel managers to significantly reduce its hotels’ operating expenses. Beginning on April 1, 2020, the Company 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 Company continues to have discussions with its lenders about potential loan modifications on its property level debt. At this time, forbearance agreements have been executed on most, but not all of our loans. In the aggregate, as of March 31, 2021 the Company has 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 $3.6 billion out of approximately $3.7 billion in property level debt outstanding as of March 31, 2021 . See note 7. On January 15, 2021, the Company entered into a senior secured term loan facility with Oaktree Capital Management L.P. comprising of (a) initial term loans in an aggregate principal amount of $200 million, (b) initial delayed draw term loans in an aggregate principal amount of up to $150 million and (c) additional delayed draw term loans in an aggregate principal amount of up to $100 million. See note 7 . When preparing financial statements for each annual and interim reporting period management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, the Company considers its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next 12 months. As of March 31, 2021 , the Company held cash and cash equivalents of $225.4 million and restricted cash of $67.7 million. We are currently experiencing significant variability in the operating cash flows of our hotel properties. We cannot predict when hotel operating levels will return to normalized levels after the effects of the pandemic subside, whether our hotels will be forced to shut down operations or whether one or more governmental entities may impose additional travel restrictions due to a resurgence of COVID-19 cases in the future. As a result of these factors arising from the impact of the pandemic, we are unable to estimate future financial performance with certainty. However, based on our completed senior secured term loan facility with Oaktree Capital Management L.P. and forbearance and other agreements with our property-level lenders, our current unrestricted and restricted cash on hand, our current cash utilization and forecast of future operating results for the next 12 months from the date of this report, and the actions we have taken to improve our liquidity, the Company has concluded that management’s current plan alleviates the substantial doubt about its ability to continue as a going concern. Facts and circumstances could change in the future that are outside of management’s control, such as additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021. Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The following acquisitions and dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date 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 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 Le Meridien Minneapolis Minneapolis, MN Disposition January 20, 2021 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. Recently Adopted 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. We adopted the standard effective January 1, 2021 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —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. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended March 31, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 7,800 $ 1,213 $ 868 $ — $ 9,881 Boston, MA Area 2 1,639 56 664 — 2,359 Dallas / Ft. Worth Area 7 6,156 603 561 — 7,320 Houston, TX Area 3 3,195 137 110 — 3,442 Los Angeles, CA Metro Area 6 8,571 681 797 — 10,049 Miami, FL Metro Area 2 3,465 321 140 — 3,926 Minneapolis - St. Paul, MN - WI Area 2 778 145 49 — 972 Nashville, TN Area 1 2,065 695 723 — 3,483 New York / New Jersey Metro Area 6 2,557 323 408 — 3,288 Orlando, FL Area 2 2,665 119 331 — 3,115 Philadelphia, PA Area 3 2,126 65 110 — 2,301 San Diego, CA Area 2 1,794 51 207 — 2,052 San Francisco - Oakland, CA Metro Area 7 6,550 181 790 — 7,521 Tampa, FL Area 2 4,832 336 169 — 5,337 Washington D.C. - MD - VA Area 9 8,776 143 894 — 9,813 Other Areas 39 33,509 2,812 3,435 — 39,756 Orlando WorldQuest — 629 22 171 — 822 Disposed properties 1 7 — 1 — 8 Corporate — — — — 385 385 Total 103 $ 97,114 $ 7,903 $ 10,428 $ 385 $ 115,830 Three Months Ended March 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 14,058 $ 4,059 $ 1,153 $ — $ 19,270 Boston, MA Area 2 5,783 830 1,218 — 7,831 Dallas / Ft. Worth Area 7 13,128 3,921 959 — 18,008 Houston, TX Area 3 5,106 2,291 188 — 7,585 Los Angeles, CA Metro Area 6 16,212 3,357 1,085 — 20,654 Miami, FL Metro Area 2 6,333 2,295 159 — 8,787 Minneapolis - St. Paul, MN - WI Area 2 2,401 867 94 — 3,362 Nashville, TN Area 1 9,538 5,100 888 — 15,526 New York / New Jersey Metro Area 6 11,505 3,335 696 — 15,536 Orlando, FL Area 2 5,132 424 563 — 6,119 Philadelphia, PA Area 3 3,687 688 161 — 4,536 San Diego, CA Area 2 3,344 247 238 — 3,829 San Francisco - Oakland, CA Metro Area 7 16,092 2,068 648 — 18,808 Tampa, FL Area 2 6,609 2,141 351 — 9,101 Washington D.C. - MD - VA Area 9 20,446 4,388 1,977 — 26,811 Other Areas 39 59,205 10,876 5,403 — 75,484 Orlando WorldQuest — 1,031 25 347 — 1,403 Disposed properties 15 16,197 1,038 1,220 — 18,455 Corporate — — — — 772 772 Total 117 $ 215,807 $ 47,950 $ 17,348 $ 772 $ 281,877 |
Investments in Hotel Properties
Investments in Hotel Properties, net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Land $ 629,263 $ 630,690 Buildings and improvements 3,741,570 3,751,588 Furniture, fixtures and equipment 368,913 388,428 Construction in progress 9,772 16,192 Condominium properties 11,615 11,707 Total cost 4,761,133 4,798,605 Accumulated depreciation (1,396,549) (1,371,623) Investments in hotel properties, net $ 3,364,584 $ 3,426,982 |
Hotel Disposition and Impairmen
Hotel Disposition and Impairment Charges | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Disposition and Impairment Charges | Hotel Disposition and Impairment ChargesHotel DispositionsOn January 20, 2021, the Company sold the Le Meridien in Minneapolis, Minnesota for approximately $7.9 million in cash. The sale resulted in a loss of approximately $124,000 for the three months ended March 31, 2021, which was included in “gain (loss) on disposition of assets and hotel properties” in the consolidated statement of operations. The results of operations for disposed hotel properties are included in net income (loss) through the date of disposition. See note 2 for a list of fiscal year 2020 hotel property dispositions. The following table includes condensed financial information from hotel property dispositions that occurred in 2020 and 2021 for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Total hotel revenue $ 8 $ 18,455 Total hotel operating expenses (165) (14,028) Gain (loss) on disposition of assets and hotel properties (124) 3,623 Property taxes, insurance and other (44) (2,542) Depreciation and amortization (32) (5,159) Impairment charges — (27,613) Operating income (loss) (357) (27,264) Interest income — 4 Interest expense and amortization of discounts and loan costs — (5,900) Income (loss) before income taxes (357) (33,160) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership 9 5,279 Net income (loss) before income taxes attributable to the Company $ (348) $ (27,881) |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated EntityOpenKey, which is controlled and consolidated by Ashford Inc., is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. Our investment is recorded as a component of “investment in unconsolidated entity” in our consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of March 31, 2021, 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 months ended March 31, 2021 and 2020. The following table summarizes our carrying value and ownership interest in OpenKey: March 31, 2021 December 31, 2020 Carrying value of the investment in OpenKey (in thousands) $ 2,674 $ 2,811 Ownership interest in OpenKey 17.1 % 17.5 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended March 31, Line Item 2021 2020 Equity in earnings (loss) of unconsolidated entities $ (137) $ (79) |
Indebtedness, net
Indebtedness, net | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness consisted of the following (in thousands): March 31, 2021 December 31, 2020 Indebtedness Collateral Maturity Interest Rate (1) Default Rate (2) Debt Balance Debt Balance Mortgage loan (4) 7 hotels June 2021 LIBOR (3) + 3.65% n/a $ 180,720 $ 180,720 Mortgage loan (4) 7 hotels June 2021 LIBOR (3) + 3.39% n/a 174,400 174,400 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 3.73% n/a 221,040 221,040 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 4.02% n/a 262,640 262,640 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 3.68% n/a 215,120 215,120 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 2.73% n/a 160,000 160,000 Mortgage loan 1 hotel November 2021 6.26% n/a 81,896 84,544 Mortgage loan (5) 17 hotels November 2021 LIBOR (3) + 3.00% n/a 419,000 419,000 Mortgage loan (6) 1 hotel November 2021 LIBOR (3) + 2.55% n/a 25,000 25,000 Mortgage loan (7) 8 hotels February 2022 LIBOR (3) + 3.07% n/a 395,000 395,000 Mortgage loan (8) 2 hotels March 2022 LIBOR (3) + 2.75% n/a 240,000 240,000 Mortgage loan (9) 19 hotels April 2022 LIBOR (3) + 3.20% n/a 914,281 914,281 Mortgage loan (10) 1 hotel July 2022 LIBOR (3) + 3.95% n/a 33,200 34,200 Mortgage loan (11) 1 hotel November 2022 LIBOR (3) + 2.00% n/a 97,944 98,259 Mortgage loan (12) 1 hotel December 2022 LIBOR (3) + 2.25% n/a 16,100 16,100 Mortgage loan (13) 1 hotel January 2023 LIBOR (3) + 3.40% n/a 37,000 37,000 Mortgage loan 1 hotel June 2023 LIBOR (3) + 2.45% n/a 73,450 73,450 Mortgage loan 1 hotel January 2024 5.49% n/a 6,674 6,706 Mortgage loan 1 hotel January 2024 5.49% n/a 9,740 9,786 Term loan (14) Equity January 2024 16.00% n/a 206,663 — Mortgage loan (15) 1 hotel May 2024 4.99% 5.00% 6,260 6,260 Mortgage loan 1 hotel June 2024 LIBOR (3) + 2.00% n/a 8,881 8,881 Mortgage loan 2 hotels August 2024 4.85% n/a 11,721 11,774 Mortgage loan 3 hotels August 2024 4.90% n/a 23,438 23,542 Mortgage loan (15) 2 hotels February 2025 4.45% 4.00% 19,369 19,369 Mortgage loan (15) 3 hotels February 2025 4.45% 4.00% 50,098 50,098 Mortgage loan 1 hotel March 2025 4.66% n/a 24,281 24,415 3,913,916 3,711,585 Premiums (discounts), net (41,503) (288) Capitalized default interest and late charges 43,266 27,444 Deferred loan costs, net (16,588) (9,830) Embedded debt derivative 42,402 — Indebtedness, net $ 3,941,493 $ 3,728,911 _____________________________ (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 March 31, 2021. The default rate is accrued in addition to the stated interest rate. (3) LIBOR rates were 0.111% and 0.144% at March 31, 2021 and December 31, 2020, respectively. (4) 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. (5) Effective February 9, 2021, we executed an agreement regarding existing default and extension options for this mortgage loan. In connection with the agreement, monthly FF&E escrow deposits were waived through December 2021. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in November 2020. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The first one-year extension option began in November 2020. This mortgage loan has a LIBOR floor of 1.25%. (7) Effective January 9, 2021, we executed a loan modification and reinstatement agreement for this mortgage loan. In connection with the agreement, monthly FF&E escrow deposits were waived from April 2020 through December 2020, and monthly tax escrow deposits were waived from April 2020 through June 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in February 2021. (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in March 2021. (9) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in April 2021. (10) This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 0.25%. (11) Effective March 5, 2021, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits being waived through July 1, 2021. (12) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 0.25%. (13) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (14) Effective January 15, 2021, we entered into a term loan agreement with an initial draw of $200 million and a total commitment of $450 million. During the initial two year term, interest shall be paid-in-kind by capitalizing the accrued amount. The initial draw of this term loan is interest only and bears interest at a fixed rate of 16.0% for the first two years and 14.0% thereafter. This term loan has a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. (15) As of March 31, 2021, 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. On January 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders” or “Oaktree”) and Oaktree Fund Administration, LLC, as administrative agent (the “Administrative Agent”). The Credit Agreement provides that, subject to the conditions set forth therein, the Lenders will make available to the borrower a senior secured term loan facility comprising of (a) initial term loans (the “Initial Term Loan”) in an aggregate principal amount of $200 million, (b) initial delayed draw term loans in an aggregate principal amount of up to $150 million (the “Initial DDTL”) and (c) additional delayed draw term loans in an aggregate principal amount of up to $100 million (the “Additional DDTL,” and together with the Initial Term Loan and the Initial DDTL, collectively, the “Loans”), in each case to fund general corporate operations of the Company and its subsidiaries. The Loans under the Credit Agreement will bear interest (a) with respect to the Initial Term Loan and the Initial DDTL, at an annual rate equal to 16% for the first two years, reducing to 14% thereafter and (b) with respect to the Additional DDTL, at an annual rate equal to 18.5% for the first two years, reducing to 16.5% thereafter. Interest payments on the Loans will be due and payable in arrears on the last business day of March, June, September and December of each calendar year and the maturity date. For the first two years following the closing of the Credit Agreement, the borrower will have the option to pay accrued interest “in kind” by adding such amount of accrued interest to the outstanding principal balance of the Loans (such interest, “PIK Interest”). The initial maturity date of the Credit Agreement (the “Maturity Date”) shall be three years, with two optional one-year extensions subject to satisfaction of certain terms and conditions. The Lenders shall, subject to certain terms, have the ability to make protective advances to the borrower pursuant to the terms of the Credit Agreement to cure defaults with respect to mortgage and mezzanine-level indebtedness of subsidiaries of the borrower having principal balances in excess of $400 million. Based on the provisions in the Credit Agreement, the Company is required to pay an exit fee as follows: upon the earliest of the repayment of the Loans in full (including as a result of a change of control, as defined in the Credit Agreement), the Maturity Date, or the acceleration of the Loans following an event of default, as defined in the Credit Agreement, the borrower shall pay an exit fee at the Lender’s election of either: a) A cash payment equal to 15% times the amount of Loans advanced under the credit agreement (including PIK Interest). If the Loans were not accelerated, all or any portion of the cash payment may be paid, at the borrower’s discretion, in common stock; or b) The issuance of warrants for the purchase of 19.9% of the Company’s outstanding common stock as of the closing date (calculated on a pro forma basis after giving effect to the warrants) for the Initial Term Loan (as such percentage may be increased by up to 15% dependent on the amount of delayed draw term loans drawn or decreased by up to 4% if the borrower delivers equity pledges from certain subsidiaries, in addition to ordinary course adjustments for recapitalization, stock splits and similar transactions), pursuant to a warrants certificate to be signed upon Lender’s election to take warrants. The exit fee is considered a derivative, under the applicable accounting guidance, which results in bifurcation from the loan resulting in a discount on the loan. The Company recorded a debt discount equal to the fair value of the embedded debt derivative of $43.7 million on the issuance date. The debt discount attributed to the embedded debt derivative is being amortized using the effective interest method over the remaining term of the Term Loans and is included in “interest expense and amortization of discounts and loan costs” in the consolidated statement of operations. See notes 9 and 10 for further discussion. On February 9, 2021, the Company executed an agreement regarding existing defaults and extension options for the MS 17 Pool loan pursuant to which (a) the Company paid to the lender all current and past due debt service and tax reserve contributions, and (b) the lender suspended all FF&E reserve contributions (for the furniture, fixtures and equipment reserve accounts generally reserved to finance capital improvements to the property) through December 2021. Additionally, the modification agreement lowers the debt yield extension test for the fifth extension option from 10.38% to 8.0%. Finally, the forbearance agreement provides that the second extension option is deemed exercised as of November 9, 2020. In February 2021 the Company was informed by its lender that the lender is initiating foreclosure proceedings for the foreclosure of the SpringHill Suites Durham and SpringHill Suites Charlotte, which secures the Company’s $19.4 million mortgage loan. The foreclosure proceedings were completed on April 29, 2021. 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 $32.6 million. The amount of the capitalized principal that was amortized during the three months ended March 31, 2021 was $16.8 million, which is included in “interest expense and amortization of discounts and loan costs” in the consolidated statement of operations. We recognized net premium (discount) amortization as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2021 2020 Interest expense and amortization of discounts and loan costs $ (2,465) $ 56 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 discounts 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. As of March 31, 2021, we were in compliance with all covenants related to mortgage loans for which we entered into forbearance and other agreements. We were also in compliance with all covenants under the Oaktree Credit Agreement. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Notes Receivable, net and Other | Notes Receivable, net and Other Notes receivable, net are summarized in the table below (dollars in thousands): Interest Rate March 31, 2021 December 31, 2020 Construction Financing Note (1) (5) Face amount 7.0 % $ 4,000 $ 4,000 Discount (2) (75) (143) 3,925 3,857 Certificate of Occupancy Note (3) (5) Face amount 7.0 % $ 5,250 $ 5,250 Discount (4) (767) (844) 4,483 4,406 Note receivable, net $ 8,408 $ 8,263 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before the earlier of (i) the buyer closing on third party institutional financing for the construction of improvements on the property, (ii) three years after the development commencement date, or (iii) July 9, 2024. (2) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2021. (3) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before July 9, 2025. (4) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2023. (5) The notes receivable are secured by the 1.65-acre land parcel adjacent to the Hilton St. Petersburg Bayfront. No cash interest income was recorded for the three months ended March 31, 2021 and 2020. For the three months ended March 31, 2021 and 2020, we recognized discount amortization income of $145,000 and $135,000, 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 March 31, 2021 and December 31, 2020, the expected credit loss associated with the notes and other receivables continues to be immaterial. Other consideration received from the sale of the 1.65-acre parking lot adjacent to the Hilton St. Petersburg Bayfront is summarized in the table below (dollars in thousands): Imputed Interest Rate March 31, 2021 December 31, 2020 Future ownership rights of parking parcel 7.0 % $ 4,100 $ 4,100 Imputed interest 450 372 4,550 (1) 4,472 (1) ____________________________________ (1) Included in “other assets” in the consolidated balance sheets. For the three months ended March 31, 2021 and 2020, we recognized imputed interest income of $78,000 and $73,000, respectively, which are included in “other income (expense)” in the consolidated statements of operations. For the three months ended March 31, 2020 amortization expense of $117,000 was related to the free use of parking easement, which is included in “other income (expense)” in the consolidated statement of operations. For the three months ended March 31, 2021 and 2020, we received reimbursement of $120,000 and $0 of parking fees and recognized interest income of $4,000 and $0, 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 | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | Derivative Instruments and Hedging Interest Rate Derivatives —We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives currently include interest rate caps and interest rate floors. These derivatives are subject to master netting settlement arrangements. To mitigate the nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value. The following table presents a summary of our interest rate derivatives entered into over each applicable period: Three Months Ended March 31, 2021 2020 Interest rate caps: Notional amount (in thousands) $ 1,976,000 (1) $ 432,000 (1) Strike rate low end of range 3.15 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2021 - March 2021 January 2020 Termination date range November 2021 - April 2022 February 2021 - February 2022 Total cost (in thousands) $ 291 $ 63 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: March 31, 2021 December 31, 2020 Interest rate caps: Notional amount (in thousands) $ 2,183,281 (1) $ 842,000 (1) Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Termination date range November 2021 - April 2022 February 2021 - February 2022 Aggregate principle balance on corresponding mortgage loans (in thousands) $ 2,030,281 $ 697,000 Interest rate floors: (2) Notional amount (in thousands) $ 25,000 (1) $ 25,000 (1) Strike rate low end of range 1.25 % 1.25 % Strike rate high end of range 1.25 % 1.25 % Termination date range November 2021 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
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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 caps and floors 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 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). The Company initially recorded an embedded debt derivative of $43.7 million, which was attributed to compound embedded derivative liabilities associated with the Oaktree term loan. The derivative liability is considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation, which were based on ‘with and without’ valuation models. Based on the terms and provisions of the Credit Agreement, with the assistance of a valuation specialist, the Company utilized a risk neutral model to estimate the fair value of the embedded derivative features requiring bifurcation as of the respective issuance dates and as of the March 31, 2021 reporting date. The risk neutral model is designed to utilize market data and the Specialist’s best estimates of the timing and likelihood of the settlement events that are related to the embedded derivative features in order to estimate the fair value of the respective notes with these embedded derivative features. The fair value of the notes with the derivative features is compared to the fair value of a plain vanilla note (excluding the derivative features), which is calculated based on the present value of the future default adjusted expected cash flows. The difference between the two values represents the fair value of the bifurcated derivative features as of each respective valuation date. The key inputs to the valuation models that were utilized to estimate the fair value of the embedded debt derivative are described as follows: • the default probability-weighted exit fee and prepayment cash flows are based on the contractual terms of the Oaktree Credit Agreement and the expectation of an acceleration event, including default, of the Company • the remaining term was determined based on the remaining time period to maturity of the related note with embedded features subject to valuation (as of the respective valuation date) • the Company’s equity volatility estimate was based on the historical equity volatility of the Company, based on the remaining term of the respective loans • the risk free rate was the discount rate utilized in the valuation and was determined based on reference to market yields for U.S. treasury debt instruments with similar terms • the recovery rate assumed upon occurrence of a default event was estimated based upon recovery rate data published by credit rating agencies specific to the seniority of the notes • the probabilities and timing of a default related acceleration event were estimated using an annualized probability of default which was implied from the debt issuance proceeds as of the issuance date, and updated utilizing relevant market data including market observed option adjusted spreads as of March 31, 2021. The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable (Level 3) inputs during the three months ended March 31, 2021 (in thousands): Balance at January 1, 2021 $ — Additions 43,681 Re-measurement of fair value (1,279) Balance at March 31, 2021 $ 42,402 Fair values of hotel properties are based on methodologies which include the development of the discounted cash flow method of the income approach with support based on the market approach (Level 3 inputs). See note 5. When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at March 31, 2021, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 0.111% to 0.168% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter-party and Cash Collateral Netting (1) Total March 31, 2021: Assets Derivative assets: Interest rate derivatives - floors $ — $ 192 $ — $ — $ 192 (2) Interest rate derivatives - caps — 3 — — 3 (2) Total $ — $ 195 $ — $ — $ 195 Liabilities Embedded debt derivative — — (42,402) — (42,402) (3) Net $ — $ 195 $ (42,402) $ — $ (42,207) December 31, 2020: Assets Derivative assets: Interest rate derivatives - floors $ — $ 263 $ — $ — $ 263 (2) Total $ — $ 263 $ — $ — $ 263 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets” in our consolidated balance sheets. (3) Reported net as “derivative liabilities” in our consolidated balance sheet. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2021 2020 Assets Derivative assets: Interest rate derivatives - floors $ (71) $ 377 Interest rate derivatives - caps (289) (52) Credit default swaps — 2,430 (4) (360) 2,755 Non-derivative assets: Equity — 627 Total (360) 3,382 Liabilities Derivative liabilities: Credit default swaps — 1,442 (4) Embedded debt derivative $ 1,279 — Net $ 919 $ 4,824 Total combined Interest rate derivatives - floors $ (71) $ 602 Interest rate derivatives - caps (289) (52) Credit default swaps — 3,872 Embedded debt derivative 1,279 — Unrealized gain (loss) on derivatives 919 (1) 4,422 (1) Realized gain (loss) on interest rate floors — (225) (2) Unrealized gain (loss) on marketable securities — (1,477) (3) Realized gain (loss) on marketable securities — 2,104 (2) Net $ 919 $ 4,824 ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $268 for the three months ended March 31, 2020 included in “other income (expense)” associated with credit default swaps. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): March 31, 2021 December 31, 2020 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Derivative assets $ 195 $ 195 $ 263 $ 263 Embedded debt derivative 42,402 42,402 — — Financial assets not measured at fair value: Cash and cash equivalents $ 225,357 $ 225,357 $ 92,905 $ 92,905 Restricted cash 67,734 67,734 74,408 74,408 Accounts receivable, net 33,320 33,320 21,760 21,760 Notes receivable, net 8,408 $7,988 to $8,828 8,263 $7,850 to $8,676 Due from Ashford Inc., net 1,506 1,506 — — Due from related parties, net 8,177 8,177 5,801 5,801 Due from third-party hotel managers 11,847 11,847 9,383 9,383 Financial liabilities not measured at fair value: Indebtedness $ 3,872,413 $3,400,661 to $3,758,625 $ 3,711,297 $3,167,369 to $3,500,777 Accounts payable and accrued expenses 95,647 95,647 99,954 99,954 Accrued interest payable 43,630 43,630 98,685 98,685 Dividends and distributions payable 236 236 868 868 Due to Ashford Inc., net — — 13,383 13,383 Due to third-party hotel managers 436 436 184 184 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/from 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 $8.4 million at March 31, 2021 and approximately 95.0% to 105.0% of the carrying value of $8.3 million as of December 31, 2020 . Derivative assets and embedded debt derivative. 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 87.8% to 97.1% of the carrying value of $3.9 billion at March 31, 2021 and approximately 85.3% to 94.3% of the carrying value of $3.7 billion at December 31, 2020. These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (103,038) $ (84,201) Less: Dividends on preferred stock — (10,644) Add: Dividend reversal on preferred stock, net 818 (1) — Add: Extinguishment of preferred stock 10,635 — Add: Claw back of dividends on unvested performance stock units 178 378 Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (91,407) $ (94,467) Weighted average common shares outstanding: Weighted average common shares outstanding - basic and diluted 83,046 10,047 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.10) $ (9.40) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.10) $ (9.40) _______________ (1) The dividend reversal on preferred stock, net results from the reversal of unpaid dividends which are relinquished upon each 3(a)(9) preferred exchange. These reversals exceeded the amount of dividend expense recorded for the unpaid dividends for the remaining outstanding preferred stock. Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): Three Months Ended March 31, 2021 2020 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (2,271) (1) $ (17,671) Total $ (2,271) $ (17,671) Weighted average diluted shares are not adjusted for: Effect of unvested restricted stock 11 24 Effect of assumed conversion of operating partnership units 2,015 1,939 Effect of assumed issuance of shares for term loan exit fee 14,528 — Total 16,554 1,963 _______________ (1) Inclusive of preferred stock dividend reversal of $20 for the three months ended March 31, 2021, respectively, allocated to redeemable noncontrolling interests in operating partnership. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating PartnershipRedeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity 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, generally 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. The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Ashford Trust OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The number of Performance LTIP units actually earned may range from 0% to 200% of target based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s compensation committee on the grant date. As of March 31, 2021, there were approximately 71,000 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 three months ended March 31, 2021, approximately 58,000 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 $454,000. The Company issued equity awards in the first quarter of 2021, a substantial majority of which were issued subject to stockholder approval of an increase in the number of shares available for issuance under the Company’s Amended and Restated 2011 Stock Incentive Plan. Under the applicable accounting literature, these awards are not accounted for until shareholder approval is obtained. As of March 31, 2021, 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 205,000 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 March 31, 2021 2020 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: March 31, 2021 December 31, 2020 Redeemable noncontrolling interests (in thousands) $ 24,683 $ 22,951 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) 189,647 186,763 Ownership percentage of operating partnership 2.42 % 8.51 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to holders of common units and holders of LTIP units, as presented in the table below (in thousands): Three Months Ended March 31, 2021 2020 Allocated net (income) loss to the redeemable noncontrolling interests $ 2,271 $ 17,671 Performance LTIP dividend claw back upon cancellation (454) (1,401) |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation Common Stock Dividends —The board of directors did not declare a quarterly common stock dividend in 2021 or 2020. Restricted Stock —We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuanc e. In March 2021, 131,000 shares of restricted stock with a fair value of approximately $443,000 and a vesting period of three years were granted. The Company issued equity awards in the first quarter of 2021, a substantial majority of which were issued subject to stockholder approval of an increase in the number of shares available for issuance under the Company’s Amended and Restated 2011 Stock Incentive Plan. Under the applicable accounting literature, these awards are not accounted for until shareholder approval is obtained. Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years, to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The number of PSUs actually earned may range from 0% to 200% of target based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. During the three months ended March 31, 2021, 29,000 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 $178,000. The Company issued equity awards in the first quarter of 2021, a substantial majority of which were issued subject to stockholder approval of an increase in the number of shares available for issuance under the Company’s Amended and Restated 2011 Stock Incentive Plan. Under the applicable accounting literature, these awards are not accounted for until shareholder approval is obtained. Common Stock Resale Agreements —On December 7, 2020, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”), entered into a purchase agreement, pursuant to which the Company may issue or sell to Lincoln Park up to 10.6 million shares of the Company’s common stock from time to time during the term of the purchase agreement. Meanwhile, both parties also entered into a registration rights agreement, pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of shares of common stock that are issued to Lincoln Park under the Purchase Agreement. The Company filed a registration statement on Form S-11 on December 11, 2020, which was amended on December 21, 2020, and deemed effective by the SEC on December 22, 2020. Upon entering into the Purchase Agreement, the Company issued 190,840 shares of the Company’s common stock as consideration for Lincoln Park’s execution and delivery of the Purchase Agreement. Under the Purchase Agreement the Company issued approximately 10.4 million shares of common stock for gross proceeds of approximately $25.1 million. The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2021 Shares sold to Lincoln Park 2,046 Gross proceeds received $ 4,590 On March 12, 2021, the Company and Lincoln Park entered into an additional purchase agreement (the “2 nd Purchase Agreement”), which provided that subject to the terms and conditions set forth therein, the Company may issue or sell to Lincoln Park up to 20.7 million shares of the Company’s common stock from time to time during the term of the 2 nd Purchase Agreement. Under the terms and subject to the conditions of the 2 nd Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to 20.7 million shares of common stock. Such sales of common stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over a 24-month period commencing on the date that a registration statement covering the resale of shares of common stock that are issued under the 2 nd Purchase Agreement, was declared effective by the SEC and a final prospectus in connection therewith was filed and the other conditions set forth in the 2 nd Purchase Agreement were satisfied. Lincoln Park has no right to require the Company to sell any common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to conditions set forth in the 2 nd Purchase Agreement. Upon entering into the 2 nd Purchase Agreement, the Company issued 162,655 shares of common stock (the “Commitment Shares”) as consideration for Lincoln Park’s execution and delivery of the 2 nd Purchase Agreement. Under the 2 nd Purchase Agreement, the Company may from time to time, at its discretion, direct Lincoln Park to purchase on any single business day (a “Regular Purchase”) up to (i) 400,000 shares of common stock if the closing sale price of the common stock is not below $5.00 per share on the New York Stock Exchange (the “NYSE”) or (ii) 300,000 shares of common stock if the closing sale price of the common stock is below $5.00 per share on the NYSE. In any case, Lincoln Park’s commitment in any single Regular Purchase may not exceed $3,000,000. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement. The purchase price per share for each such Regular Purchase will be based on prevailing market prices of the common stock immediately preceding the time of sale as computed under the 2 nd Purchase Agreement. Under the 2 nd Purchase Agreement, the Company may not effect any sales of shares of common stock on any purchase date that the closing sale price of the common stock on the NYSE is less than the floor price of $1.00 per share. In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases on the terms and subject to the conditions set forth in the 2 nd Purchase Agreement. Under applicable rules of the NYSE, in no event may the Company issue or sell to Lincoln Park under the Purchase Agreement shares of common stock in excess of 20.7 million shares (including the Commitment Shares), which represents 19.99% of the 103,356,082 shares of common stock that were outstanding immediately prior to the execution of the 2 nd Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap. The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2021 Shares sold to Lincoln Park 300 Additional commitment shares 163 Total shares issued to Lincoln Park 463 Gross proceeds received $ 809 Common Stock Standby Equity Distribution Agreement —On January 22, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”), pursuant to which the Company will be able to sell up to 13,718,319 shares of its common stock (the “Commitment Amount”) at the Company’s request any time during the commitment period commencing on January 22, 2021, and terminating on the earliest of (i) the first day of the month next following the 36-month anniversary of the SEDA or (ii) the date on which YA shall have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for shares of the Company’s common stock equal to the Commitment Amount (the “Commitment Period”). Other than with respect to the Initial Advance (as defined below) the shares sold to YA pursuant to the SEDA would be purchased at 95% of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the 5 consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours. At any time during the Commitment Period the Company may require YA to purchase shares of the Company’s common stock by delivering a written notice to YA setting forth the Advance Shares (as defined in the SEDA) that the Company desires to issue and sell to YA (the “Advance Notice”). The Company shall, in its sole discretion, select the Advance Shares, not to exceed the Maximum Advance Shares of $5.0 million, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice. There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount or any part thereof. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We are not required to pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $10,000 structuring fee. The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2021 Shares sold to YA II PN, Ltd. 13,718 Gross proceeds received $ 40,556 Preferred Dividends —The board of directors declared quarterly dividends as presented below: Three Months Ended March 31, 2021 2020 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 March 31, 2021 (in thousands): March 31, 2021 8.45% Series D Cumulative Preferred Stock ($2.11/share) $ 3,546 7.375% Series F Cumulative Preferred Stock ($1.84/share) 3,757 7.375% Series G Cumulative Preferred Stock ($1.84/share) 5,849 7.50% Series H Cumulative Preferred Stock ($1.88/share) 3,754 7.50% Series I Cumulative Preferred Stock ($1.88/share) 3,749 Total $ 20,655 G Cumulative Preferred Stock, 7.50% Series H Cumulative Preferred Stock and 7.50% Series I Cumulative Preferred Stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. The table below summarizes the activity (in thousands): Three Months Ended March 31, 2021 Preferred Shares Tendered Common Shares Issued 8.45% Series D Cumulative Preferred Stock 112 787 7.375% Series F Cumulative Preferred Stock 853 5,704 7.375% Series G Cumulative Preferred Stock 1,251 8,980 7.50% Series H Cumulative Preferred Stock 667 4,817 7.50% Series I Cumulative Preferred Stock 1,391 9,148 4,274 29,436 Stock Repurchases —On December 5, 2017, the board of directors reapproved a stock repurchase program (the “Repurchase Program”) pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced any previous repurchase authorizations. No shares of our common stock or preferred stock were repurchased under the Repurchase Program during the three months ended March 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
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. Advisory fees consist of base fees and incentive fees. Prior to January 14, 2021, the base fee was paid monthly and ranged from 0.50% to 0.70% per annum of our total market capitalization, ranging from less than $6.0 billion to greater than $10.0 billion plus the Net Asset Fee Adjustment, as defined in the amended and restated advisory agreement, subject to certain minimums. 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 January 4, 2021, the independent members of the board of directors of Ashford Inc. granted Ashford Trust: (i) an additional deferral of the payment of the base advisory fees that were previously deferred for the months of October 2020, November 2020 and December 2020; and (ii) a deferral of approximately $2.8 million in base advisory fees with respect to the month of January 2021. The foregoing payments were due and payable on January 11, 2021. Additionally, the Ashford Inc. directors waived any claim against Ashford Trust and Ashford Trust’s affiliates and each of their officers and directors for breach of the Advisory Agreement or any damages that may have arisen in absence of such fee deferral. On January 11, 2021, the independent members of the board of directors of Ashford Inc. granted Ashford Trust an additional deferral of the base advisory fees and any Lismore success fees for the months of October 2020, November 2020, December 2020 and January 2021 that were previously deferred such that all such fees would be due and payable on the earlier of (x) January 18, 2021 and (y) immediately prior to the closing of the Oaktree Credit Agreement. Additionally, the Ashford Inc. directors waived any claim against Ashford Trust and Ashford Trust’s affiliates and each of their officers and directors for breach of the Advisory Agreement and Lismore Agreement or any damages that may have arisen in absence of such fee deferral. All outstanding base advisory fees and reimbursable expenses outstanding as of December 31, 2020 were paid in January 2021. On January 14, 2021, we entered into the Second Amended and Restated Advisory Agreement with Ashford LLC. The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement, dated June 10, 2015, as amended by the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated as of June 26, 2018 to, among other items: (i) revise the term and termination rights; (ii) fix the percentage used to calculate the base fee thereunder at 0.70% per annum; (iii) update the list of peer group members; (iv) suspend the requirement that we maintain a minimum Consolidated Tangible Net Worth until the first fiscal quarter beginning after June 30, 2023; and (v) revise the criteria that would constitute a Company Change of Control in order to provide us additional flexibility to dispose of underperforming assets. In connection with the transactions contemplated by the Credit Agreement, dated as of January 15, 2021 (the “Credit Agreement”), by and among Ashford Trust, Oaktree and the lenders party thereto, on January 15, 2021, we entered into the SNDA with Ashford Inc. and Oaktree pursuant to which we agreed to subordinate to the prior repayment in full of all obligations under the Credit Agreement: (1) prior to the later of: (i) the second anniversary of the Credit Agreement; and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019, (the “Advisory Fee Cap”); (2) any termination fee or liquidated damages amounts under the advisory agreement, or any amount owed under the enhanced return funding program in connection with the termination of the advisory agreement or sale or foreclosure of assets financed thereunder; and (3) any payments to Lismore in connection with the transactions contemplated by the Credit Agreement. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2021 2020 Advisory services fee Base advisory fee $ 8,735 $ 8,917 Reimbursable expenses (1) 1,591 1,831 Equity-based compensation (2) 1,835 4,551 Total advisory services fee $ 12,161 $ 15,299 ________ (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. Due from related parties, net as of March 31, 2021 and December 31, 2020 includes a $1.2 million security deposit paid to Remington Hotel Corporation, an entity indirectly owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., for office space allocated to us under our advisory agreement. It will be held as security for the payment of our allocated share of office space rental. If unused it will be returned to us upon lease expiration or earlier termination. Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Ashford Trust, Braemar, their hotel managers, as needed, and Ashford Inc. The total loss estimates included in such policies are based on the collective pool of risk exposures from each party. Ashford Inc.’s risk management department manages the casualty insurance program. At the beginning of each year, Ashford Inc.’s risk management department collects funds from Ashford Trust, Braemar and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis. Lismore Advisory Fee On March 20, 2020, 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 March 31, 2021, the Company has paid $5.1 million related to periodic installments of which approximately $5.0 million has been expensed in accordance with the agreement. 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 was due to Ashford Trust in connection with certain properties Ashford Trust no longer owns. This amount was offset against base advisory fees. Approximately $156,000 may be offset against fees under the agreement that are eligible for claw back under the agreement. As of March 31, 2021 approximately $2.7 million of the payments are included in “other assets.” Further, the Company has incurred approximately $8.7 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. For the three months ended March 31, 2021, the Company recognized expense of $3.7 million, which is included in “write-off of premiums, loan costs and exit fees.” 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 (ii) and (iii) above with respect to the Rockbr idge 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 (ii) and (iii) above with respect to the mortgage loan secured by La Posada de Santa Fe. On January 4, 2021, the independent members of the board of directors of Ashford Inc. granted Ashford Trust: (i) an additional deferral of the payment of any Lismore success fees for the months of October 2020, November 2020 and December 2020; and (ii) a deferral of any additional Lismore success fees for the month of January 2021. The foregoing payments were payable on January 11, 2021. Additionally, the Ashford Inc. Directors waived any claim against Ashford Trust and Ashford Trust’s affiliates and each of their officers and directors for breach of the Lismore Agreement or any damages that may have arisen in absence of such fee deferral. On January 11, 2021, the independent members of the board of directors of Ashford Inc. granted Ashford Trust an additional deferral of the Lismore success fees for the months of October 2020, November 2020, December 2020 and January 2021 that were previously deferred such that all such fees would be due and payable on the earlier of (x) January 18, 2021 and (y) immediately prior to the closing of the Oaktree Credit Agreement. Additionally, the Ashford Inc. directors waived any claim against Ashford Trust and Ashford Trust’s affiliates and each of their officers and directors for breach of the Lismore Agreement or any damages that may have arisen in absence of such fee deferral. All amounts were paid in January 2021. 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 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. 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 would be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. Funding advances would be expensed as the expenses are incurred by Ashford Securities. On December 31, 2020, an Amended and Restated Contribution Agreement was entered into by Ashford Inc., Ashford Trust and Braemar with respect to expenses to be reimbursed to Ashford Securities. The Initial True-Up Date did not occur and beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated based upon an allocation percentage of 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings raised, or June 10, 2023, there will be an Amended and Restated true up (the “Amended and Restated True-up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among Ashford Inc., Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. As of March 31, 2021, Ashford Trust has funded approximately $3.0 million. As of March 31, 2021 and December 31, 2020, $66,000 and $85,000, respectively, of the pre-funded amounts were included in “other assets” on our consolidated balance sheets. The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended March 31, Line Item 2021 2020 Corporate, general and administrative $ 19 $ 698 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 November 25, 2020, the Ashford Trust Directors granted Ashford Inc., in its sole and absolute discretion, the right to set-off against the Embassy Suites New York ERFP Balance, the fees pursuant to the Advisory Agreement and Lismore Agreement that have been or may be deferred by Ashford Inc. On April 20, 2021, the Company delivered written notice to Ashford LLC of its intention not to renew the ERFP Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement. As a result, the ERFP Agreement will terminate in accordance with its terms at the end of the current term on June 26, 2021. Following expiration of the ERFP Agreement, we intend to amend the Second Amended and Restated Advisory Agreement, dated January 14, 2021, to reflect certain changes necessary in connection with the expiration of the ERFP Agreement. 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 March 31, 2021, Remington Hotels managed 68 of our 102 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at March 31, 2021, 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 March 31, 2021, we pay franchisor royalty fees between 3% and 6% of gross rooms revenue and, in some cases, 1% to 3% of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2021 and 2047. When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to stockholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property. The table below summarizes the franchise fees incurred (in thousands): Three Months Ended March 31, Line Item 2021 2020 Other hotel expenses $ 5,738 $ 14,059 Management Fees —Under hotel management agreements for our hotel properties existing at March 31, 2021, 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. Additionally, we pay: (a) project management fees of up to 4% of project costs; (b) market service fees including purchasing, design and construction management not to exceed 16.5% of project management budget cumulatively, including project management fees; and (c) other general fees at current market rates as approved by our independent directors, if required. See note 15. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2016 through 2020 remain subject to potential examination by certain federal and state taxing authorities. Potential Pension Liabilities —Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, a majority of employees, who are employees of the hotel manager, Remington Lodging, petitioned the employer to withdraw recognition of the union. As a result of the decertification petition, Remington Lodging withdrew recognition of the union. At the time of the withdrawal, the National Retirement Fund, the union’s pension fund, indicated unfunded pension liabilities existed. The National Labor Relations Board (“NLRB”) filed a complaint against Remington Lodging seeking, among other things, a ruling that Remington Lodging’s withdrawal of recognition was unlawful. The pension fund entered into a settlement agreement with Remington Lodging on November 1, 2011, providing that Remington Lodging will continue to make monthly pension fund payments pursuant to the collective bargaining agreement. As of March 31, 2021, Remington Lodging continues to comply with the settlement agreement by making the appropriate monthly pension fund payments. If Remington Lodging does not comply with the settlement agreement, we have agreed to indemnify Remington Lodging for the payment of the unfunded pension liability, if any, as set forth in the settlement agreement equal to $1.7 million minus the monthly pension payments made by Remington Lodging since the settlement agreement. To illustrate, if Remington Lodging - as of the date a final determination occurs - has made monthly pension payments equaling $100,000, Remington Lodging’s remaining withdrawal liability would be the unfunded pension liability of $1.7 million minus $100,000 (or $1.6 million). This remaining unfunded pension liability would be paid to the pension fund in annual installments of $84,000 (but may be made monthly or quarterly, at Remington Lodging’s election), which shall continue for the remainder of twenty years, which is capped, unless Remington Lodging elects to pay the unfunded pension liability amount earlier. Litigation — Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. In 2016, the Court of Appeals reduced the original $10.8 million judgment to $8.8 million and added pre-judgment interest on the wrongful eviction judgment. The case was further appealed to the Florida Supreme Court. On May 23, 2017, the trial court issued an order compelling the company that issued the supersedeas bond, RLI Insurance Company (“RLI”), to pay approximately $10.0 million. On June 1, 2017, RLI paid Nantucket this amount and sought reimbursement from the Company, and on June 7, 2017, the Company paid $2.5 million of the judgment. On June 27, 2017, the Florida Supreme Court denied the Company’s petition for review. As a result, all of the appeals were exhausted and the judgment was final with the determination and reimbursement of attorney’s fees being the only remaining dispute. On June 29, 2017, the balance of the judgment of $3.9 million was paid to Nantucket by the Company. On July 26, 2018, we paid $544,000 as part of a settlement on certain legal fees. The negotiations relating to the potential payment of the remaining attorney’s fees are still ongoing. As of March 31, 2021, 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 oth er 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, however, the trial judge retired at the end of 2020 without deciding any issues relating to damages. The case has been re-assigned, and the new trial judge has directed the parties to explore another round of mediation. If this effort is unsuccessful, the trial court will likely schedule a hearing on the damages issue. 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 interest and attorneys’ fees. As of March 31, 2021, 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 written policy requiring its employees to stay on premises during rest breaks; and (2) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of March 31, 2021, no amounts have been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingWe operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics. As of March 31, 2021 and December 31, 2020, all of our hotel properties were domestically located. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events From April 1, 2021 through May 6, 2021, we have issued approximately 20.2 million shares of our common stock for gross proceeds of approximately $42.6 million to Lincoln Park under the 2 nd Purchase Agreement. From April 1, 2021 through May 6, 2021, Ashford (the “Company”) entered into privately negotiated exchange agreements with certain holders of its 8.45% Series D Cumulative Preferred Stock, 7.375% Series F Cumulative Preferred Stock, 7.375% Series G Cumulative Preferred Stock, 7.50% Series H Cumulative Preferred Stock and 7.50% Series I Cumulative Preferred Stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. During this period, the Company exchanged approximately 17.2 million shares of its common stock for an aggregate of approximately 1.7 million shares of preferred stock. In April 2021, the Company experienced a cumulative ownership change within the meaning of Section 382 of the Code. Section 382 imposes substantial restrictions on the utilization of net operating losses and other tax attributes in the event of a cumulative ownership change of a corporation of more than 50% over a three year period. Accordingly, a company’s ability to use pre-change net operating loss carryforwards and other tax attributes may be limited as prescribed under Section 382. Management does not believe that the ownership change will have a material impact on tax expense for the current year. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021. Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. |
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. |
Recently Adopted and Issued Accounting Standards | Recently Adopted 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. We adopted the standard effective January 1, 2021 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 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 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 Le Meridien Minneapolis Minneapolis, MN Disposition January 20, 2021 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended March 31, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 7,800 $ 1,213 $ 868 $ — $ 9,881 Boston, MA Area 2 1,639 56 664 — 2,359 Dallas / Ft. Worth Area 7 6,156 603 561 — 7,320 Houston, TX Area 3 3,195 137 110 — 3,442 Los Angeles, CA Metro Area 6 8,571 681 797 — 10,049 Miami, FL Metro Area 2 3,465 321 140 — 3,926 Minneapolis - St. Paul, MN - WI Area 2 778 145 49 — 972 Nashville, TN Area 1 2,065 695 723 — 3,483 New York / New Jersey Metro Area 6 2,557 323 408 — 3,288 Orlando, FL Area 2 2,665 119 331 — 3,115 Philadelphia, PA Area 3 2,126 65 110 — 2,301 San Diego, CA Area 2 1,794 51 207 — 2,052 San Francisco - Oakland, CA Metro Area 7 6,550 181 790 — 7,521 Tampa, FL Area 2 4,832 336 169 — 5,337 Washington D.C. - MD - VA Area 9 8,776 143 894 — 9,813 Other Areas 39 33,509 2,812 3,435 — 39,756 Orlando WorldQuest — 629 22 171 — 822 Disposed properties 1 7 — 1 — 8 Corporate — — — — 385 385 Total 103 $ 97,114 $ 7,903 $ 10,428 $ 385 $ 115,830 Three Months Ended March 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 14,058 $ 4,059 $ 1,153 $ — $ 19,270 Boston, MA Area 2 5,783 830 1,218 — 7,831 Dallas / Ft. Worth Area 7 13,128 3,921 959 — 18,008 Houston, TX Area 3 5,106 2,291 188 — 7,585 Los Angeles, CA Metro Area 6 16,212 3,357 1,085 — 20,654 Miami, FL Metro Area 2 6,333 2,295 159 — 8,787 Minneapolis - St. Paul, MN - WI Area 2 2,401 867 94 — 3,362 Nashville, TN Area 1 9,538 5,100 888 — 15,526 New York / New Jersey Metro Area 6 11,505 3,335 696 — 15,536 Orlando, FL Area 2 5,132 424 563 — 6,119 Philadelphia, PA Area 3 3,687 688 161 — 4,536 San Diego, CA Area 2 3,344 247 238 — 3,829 San Francisco - Oakland, CA Metro Area 7 16,092 2,068 648 — 18,808 Tampa, FL Area 2 6,609 2,141 351 — 9,101 Washington D.C. - MD - VA Area 9 20,446 4,388 1,977 — 26,811 Other Areas 39 59,205 10,876 5,403 — 75,484 Orlando WorldQuest — 1,031 25 347 — 1,403 Disposed properties 15 16,197 1,038 1,220 — 18,455 Corporate — — — — 772 772 Total 117 $ 215,807 $ 47,950 $ 17,348 $ 772 $ 281,877 |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investments in Hotel Properties, net | Investments in hotel properties, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Land $ 629,263 $ 630,690 Buildings and improvements 3,741,570 3,751,588 Furniture, fixtures and equipment 368,913 388,428 Construction in progress 9,772 16,192 Condominium properties 11,615 11,707 Total cost 4,761,133 4,798,605 Accumulated depreciation (1,396,549) (1,371,623) Investments in hotel properties, net $ 3,364,584 $ 3,426,982 |
Hotel Disposition and Impairm_2
Hotel Disposition and Impairment Charges (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Hotel Dispositions and Assets Held for Sale | The following table includes condensed financial information from hotel property dispositions that occurred in 2020 and 2021 for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Total hotel revenue $ 8 $ 18,455 Total hotel operating expenses (165) (14,028) Gain (loss) on disposition of assets and hotel properties (124) 3,623 Property taxes, insurance and other (44) (2,542) Depreciation and amortization (32) (5,159) Impairment charges — (27,613) Operating income (loss) (357) (27,264) Interest income — 4 Interest expense and amortization of discounts and loan costs — (5,900) Income (loss) before income taxes (357) (33,160) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership 9 5,279 Net income (loss) before income taxes attributable to the Company $ (348) $ (27,881) |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes our carrying value and ownership interest in OpenKey: March 31, 2021 December 31, 2020 Carrying value of the investment in OpenKey (in thousands) $ 2,674 $ 2,811 Ownership interest in OpenKey 17.1 % 17.5 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended March 31, Line Item 2021 2020 Equity in earnings (loss) of unconsolidated entities $ (137) $ (79) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Indebtedness | Indebtedness consisted of the following (in thousands): March 31, 2021 December 31, 2020 Indebtedness Collateral Maturity Interest Rate (1) Default Rate (2) Debt Balance Debt Balance Mortgage loan (4) 7 hotels June 2021 LIBOR (3) + 3.65% n/a $ 180,720 $ 180,720 Mortgage loan (4) 7 hotels June 2021 LIBOR (3) + 3.39% n/a 174,400 174,400 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 3.73% n/a 221,040 221,040 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 4.02% n/a 262,640 262,640 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 3.68% n/a 215,120 215,120 Mortgage loan (4) 5 hotels June 2021 LIBOR (3) + 2.73% n/a 160,000 160,000 Mortgage loan 1 hotel November 2021 6.26% n/a 81,896 84,544 Mortgage loan (5) 17 hotels November 2021 LIBOR (3) + 3.00% n/a 419,000 419,000 Mortgage loan (6) 1 hotel November 2021 LIBOR (3) + 2.55% n/a 25,000 25,000 Mortgage loan (7) 8 hotels February 2022 LIBOR (3) + 3.07% n/a 395,000 395,000 Mortgage loan (8) 2 hotels March 2022 LIBOR (3) + 2.75% n/a 240,000 240,000 Mortgage loan (9) 19 hotels April 2022 LIBOR (3) + 3.20% n/a 914,281 914,281 Mortgage loan (10) 1 hotel July 2022 LIBOR (3) + 3.95% n/a 33,200 34,200 Mortgage loan (11) 1 hotel November 2022 LIBOR (3) + 2.00% n/a 97,944 98,259 Mortgage loan (12) 1 hotel December 2022 LIBOR (3) + 2.25% n/a 16,100 16,100 Mortgage loan (13) 1 hotel January 2023 LIBOR (3) + 3.40% n/a 37,000 37,000 Mortgage loan 1 hotel June 2023 LIBOR (3) + 2.45% n/a 73,450 73,450 Mortgage loan 1 hotel January 2024 5.49% n/a 6,674 6,706 Mortgage loan 1 hotel January 2024 5.49% n/a 9,740 9,786 Term loan (14) Equity January 2024 16.00% n/a 206,663 — Mortgage loan (15) 1 hotel May 2024 4.99% 5.00% 6,260 6,260 Mortgage loan 1 hotel June 2024 LIBOR (3) + 2.00% n/a 8,881 8,881 Mortgage loan 2 hotels August 2024 4.85% n/a 11,721 11,774 Mortgage loan 3 hotels August 2024 4.90% n/a 23,438 23,542 Mortgage loan (15) 2 hotels February 2025 4.45% 4.00% 19,369 19,369 Mortgage loan (15) 3 hotels February 2025 4.45% 4.00% 50,098 50,098 Mortgage loan 1 hotel March 2025 4.66% n/a 24,281 24,415 3,913,916 3,711,585 Premiums (discounts), net (41,503) (288) Capitalized default interest and late charges 43,266 27,444 Deferred loan costs, net (16,588) (9,830) Embedded debt derivative 42,402 — Indebtedness, net $ 3,941,493 $ 3,728,911 _____________________________ (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 March 31, 2021. The default rate is accrued in addition to the stated interest rate. (3) LIBOR rates were 0.111% and 0.144% at March 31, 2021 and December 31, 2020, respectively. (4) 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. (5) Effective February 9, 2021, we executed an agreement regarding existing default and extension options for this mortgage loan. In connection with the agreement, monthly FF&E escrow deposits were waived through December 2021. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in November 2020. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The first one-year extension option began in November 2020. This mortgage loan has a LIBOR floor of 1.25%. (7) Effective January 9, 2021, we executed a loan modification and reinstatement agreement for this mortgage loan. In connection with the agreement, monthly FF&E escrow deposits were waived from April 2020 through December 2020, and monthly tax escrow deposits were waived from April 2020 through June 2020. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in February 2021. (8) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in March 2021. (9) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in April 2021. (10) This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 0.25%. (11) Effective March 5, 2021, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits being waived through July 1, 2021. (12) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 0.25%. (13) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (14) Effective January 15, 2021, we entered into a term loan agreement with an initial draw of $200 million and a total commitment of $450 million. During the initial two year term, interest shall be paid-in-kind by capitalizing the accrued amount. The initial draw of this term loan is interest only and bears interest at a fixed rate of 16.0% for the first two years and 14.0% thereafter. This term loan has a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. (15) As of March 31, 2021, 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. |
Schedule of Net Premium (Discount) Amortization Recognized | We recognized net premium (discount) amortization as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2021 2020 Interest expense and amortization of discounts and loan costs $ (2,465) $ 56 |
Notes Receivable, net and Oth_2
Notes Receivable, net and Other (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Notes Receivable and Other | Notes receivable, net are summarized in the table below (dollars in thousands): Interest Rate March 31, 2021 December 31, 2020 Construction Financing Note (1) (5) Face amount 7.0 % $ 4,000 $ 4,000 Discount (2) (75) (143) 3,925 3,857 Certificate of Occupancy Note (3) (5) Face amount 7.0 % $ 5,250 $ 5,250 Discount (4) (767) (844) 4,483 4,406 Note receivable, net $ 8,408 $ 8,263 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before the earlier of (i) the buyer closing on third party institutional financing for the construction of improvements on the property, (ii) three years after the development commencement date, or (iii) July 9, 2024. (2) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2021. (3) The outstanding principal balance and all accrued and unpaid interest shall be due and payable on or before July 9, 2025. (4) The discount represents the imputed interest during the interest free period. Interest begins accruing on July 9, 2023. (5) The notes receivable are secured by the 1.65-acre land parcel adjacent to the Hilton St. Petersburg Bayfront. |
Schedule of Other Consideration | Other consideration received from the sale of the 1.65-acre parking lot adjacent to the Hilton St. Petersburg Bayfront is summarized in the table below (dollars in thousands): Imputed Interest Rate March 31, 2021 December 31, 2020 Future ownership rights of parking parcel 7.0 % $ 4,100 $ 4,100 Imputed interest 450 372 4,550 (1) 4,472 (1) ____________________________________ (1) Included in “other assets” in the consolidated balance sheets. |
Derivative Instruments and He_2
Derivative Instruments and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table presents a summary of our interest rate derivatives entered into over each applicable period: Three Months Ended March 31, 2021 2020 Interest rate caps: Notional amount (in thousands) $ 1,976,000 (1) $ 432,000 (1) Strike rate low end of range 3.15 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2021 - March 2021 January 2020 Termination date range November 2021 - April 2022 February 2021 - February 2022 Total cost (in thousands) $ 291 $ 63 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: March 31, 2021 December 31, 2020 Interest rate caps: Notional amount (in thousands) $ 2,183,281 (1) $ 842,000 (1) Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Termination date range November 2021 - April 2022 February 2021 - February 2022 Aggregate principle balance on corresponding mortgage loans (in thousands) $ 2,030,281 $ 697,000 Interest rate floors: (2) Notional amount (in thousands) $ 25,000 (1) $ 25,000 (1) Strike rate low end of range 1.25 % 1.25 % Strike rate high end of range 1.25 % 1.25 % Termination date range November 2021 November 2021 _______________ (1) These instruments were not designated as cash flow hedges. (2) Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Derivative Liabilities Measured at Fair Value | The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable (Level 3) inputs during the three months ended March 31, 2021 (in thousands): Balance at January 1, 2021 $ — Additions 43,681 Re-measurement of fair value (1,279) Balance at March 31, 2021 $ 42,402 |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter-party and Cash Collateral Netting (1) Total March 31, 2021: Assets Derivative assets: Interest rate derivatives - floors $ — $ 192 $ — $ — $ 192 (2) Interest rate derivatives - caps — 3 — — 3 (2) Total $ — $ 195 $ — $ — $ 195 Liabilities Embedded debt derivative — — (42,402) — (42,402) (3) Net $ — $ 195 $ (42,402) $ — $ (42,207) December 31, 2020: Assets Derivative assets: Interest rate derivatives - floors $ — $ 263 $ — $ — $ 263 (2) Total $ — $ 263 $ — $ — $ 263 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets” in our consolidated balance sheets. (3) Reported net as “derivative liabilities” in our consolidated balance sheet. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2021 2020 Assets Derivative assets: Interest rate derivatives - floors $ (71) $ 377 Interest rate derivatives - caps (289) (52) Credit default swaps — 2,430 (4) (360) 2,755 Non-derivative assets: Equity — 627 Total (360) 3,382 Liabilities Derivative liabilities: Credit default swaps — 1,442 (4) Embedded debt derivative $ 1,279 — Net $ 919 $ 4,824 Total combined Interest rate derivatives - floors $ (71) $ 602 Interest rate derivatives - caps (289) (52) Credit default swaps — 3,872 Embedded debt derivative 1,279 — Unrealized gain (loss) on derivatives 919 (1) 4,422 (1) Realized gain (loss) on interest rate floors — (225) (2) Unrealized gain (loss) on marketable securities — (1,477) (3) Realized gain (loss) on marketable securities — 2,104 (2) Net $ 919 $ 4,824 ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. (3) Reported as “unrealized gain (loss) on marketable securities” in our consolidated statements of operations. (4) Excludes costs of $268 for the three months ended March 31, 2020 included in “other income (expense)” associated with credit default swaps. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): March 31, 2021 December 31, 2020 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Derivative assets $ 195 $ 195 $ 263 $ 263 Embedded debt derivative 42,402 42,402 — — Financial assets not measured at fair value: Cash and cash equivalents $ 225,357 $ 225,357 $ 92,905 $ 92,905 Restricted cash 67,734 67,734 74,408 74,408 Accounts receivable, net 33,320 33,320 21,760 21,760 Notes receivable, net 8,408 $7,988 to $8,828 8,263 $7,850 to $8,676 Due from Ashford Inc., net 1,506 1,506 — — Due from related parties, net 8,177 8,177 5,801 5,801 Due from third-party hotel managers 11,847 11,847 9,383 9,383 Financial liabilities not measured at fair value: Indebtedness $ 3,872,413 $3,400,661 to $3,758,625 $ 3,711,297 $3,167,369 to $3,500,777 Accounts payable and accrued expenses 95,647 95,647 99,954 99,954 Accrued interest payable 43,630 43,630 98,685 98,685 Dividends and distributions payable 236 236 868 868 Due to Ashford Inc., net — — 13,383 13,383 Due to third-party hotel managers 436 436 184 184 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (103,038) $ (84,201) Less: Dividends on preferred stock — (10,644) Add: Dividend reversal on preferred stock, net 818 (1) — Add: Extinguishment of preferred stock 10,635 — Add: Claw back of dividends on unvested performance stock units 178 378 Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (91,407) $ (94,467) Weighted average common shares outstanding: Weighted average common shares outstanding - basic and diluted 83,046 10,047 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.10) $ (9.40) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.10) $ (9.40) _______________ |
Summary of Computation of Diluted Income Per Share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): Three Months Ended March 31, 2021 2020 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (2,271) (1) $ (17,671) Total $ (2,271) $ (17,671) Weighted average diluted shares are not adjusted for: Effect of unvested restricted stock 11 24 Effect of assumed conversion of operating partnership units 2,015 1,939 Effect of assumed issuance of shares for term loan exit fee 14,528 — Total 16,554 1,963 _______________ (1) Inclusive of preferred stock dividend reversal of $20 for the three months ended March 31, 2021, respectively, allocated to redeemable noncontrolling interests in operating partnership. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedules of Redeemable Noncontrolling Interest | The following table presents the common units redeemed and the fair value upon redemption (in thousands): Three Months Ended March 31, 2021 2020 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: March 31, 2021 December 31, 2020 Redeemable noncontrolling interests (in thousands) $ 24,683 $ 22,951 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) 189,647 186,763 Ownership percentage of operating partnership 2.42 % 8.51 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to holders of common units and holders of LTIP units, as presented in the table below (in thousands): Three Months Ended March 31, 2021 2020 Allocated net (income) loss to the redeemable noncontrolling interests $ 2,271 $ 17,671 Performance LTIP dividend claw back upon cancellation (454) (1,401) |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of Issuance Activity | The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2021 Shares sold to Lincoln Park 2,046 Gross proceeds received $ 4,590 The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2021 Shares sold to Lincoln Park 300 Additional commitment shares 163 Total shares issued to Lincoln Park 463 Gross proceeds received $ 809 The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2021 Shares sold to YA II PN, Ltd. 13,718 Gross proceeds received $ 40,556 |
Dividends Declared | The board of directors declared quarterly dividends as presented below: Three Months Ended March 31, 2021 2020 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 March 31, 2021 (in thousands): March 31, 2021 8.45% Series D Cumulative Preferred Stock ($2.11/share) $ 3,546 7.375% Series F Cumulative Preferred Stock ($1.84/share) 3,757 7.375% Series G Cumulative Preferred Stock ($1.84/share) 5,849 7.50% Series H Cumulative Preferred Stock ($1.88/share) 3,754 7.50% Series I Cumulative Preferred Stock ($1.88/share) 3,749 Total $ 20,655 |
Schedule of Shares Issued and Tendered | The table below summarizes the activity (in thousands): Three Months Ended March 31, 2021 Preferred Shares Tendered Common Shares Issued 8.45% Series D Cumulative Preferred Stock 112 787 7.375% Series F Cumulative Preferred Stock 853 5,704 7.375% Series G Cumulative Preferred Stock 1,251 8,980 7.50% Series H Cumulative Preferred Stock 667 4,817 7.50% Series I Cumulative Preferred Stock 1,391 9,148 4,274 29,436 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2021 2020 Advisory services fee Base advisory fee $ 8,735 $ 8,917 Reimbursable expenses (1) 1,591 1,831 Equity-based compensation (2) 1,835 4,551 Total advisory services fee $ 12,161 $ 15,299 ________ (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. The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended March 31, Line Item 2021 2020 Corporate, general and administrative $ 19 $ 698 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Franchise Fees | The table below summarizes the franchise fees incurred (in thousands): Three Months Ended March 31, Line Item 2021 2020 Other hotel expenses $ 5,738 $ 14,059 |
Organization and Description _2
Organization and Description of Business (Details) | 1 Months Ended | 3 Months Ended | |||||||
Jun. 30, 2020 | Mar. 31, 2021USD ($)hotelroomunitshares | Mar. 31, 2020USD ($)hotel | Mar. 11, 2021shares | Jan. 15, 2021USD ($) | Dec. 31, 2020USD ($)shares | Jul. 15, 2020shares | Jul. 14, 2020shares | Dec. 31, 2019USD ($) | |
Real Estate Properties [Line Items] | |||||||||
Number of hotels | hotel | 103 | 117 | |||||||
Number of rooms | room | 22,569 | ||||||||
Number of rooms owned, net of partnership interest | room | 22,542 | ||||||||
Investment in unconsolidated entity | $ 2,674,000 | $ 2,811,000 | |||||||
Stock split ratio | 0.1 | ||||||||
Number of shares of common stock (in shares) | shares | 110,140,224 | 103,356,082 | 64,362,505 | 10,500,000 | 104,800,000 | ||||
Number of outstanding units (in shares) | shares | 2,100,000 | 20,500,000 | |||||||
Cash and cash equivalents | $ 225,357,000 | $ 240,316,000 | $ 92,905,000 | $ 262,636,000 | |||||
Restricted cash | 67,734,000 | $ 126,649,000 | $ 74,408,000 | $ 135,571,000 | |||||
Mortgages | |||||||||
Real Estate Properties [Line Items] | |||||||||
Outstanding principal balance with waived or deferred payments | 3,600,000,000 | ||||||||
Debt balance | $ 3,700,000,000 | ||||||||
Line of Credit | Credit Agreement, Initial Term Loan | Oaktree Capital Management, L.P. | |||||||||
Real Estate Properties [Line Items] | |||||||||
Principal amount | $ 200,000,000 | ||||||||
Line of Credit | Credit Agreement, Initial Delayed Draw Term Loan | Oaktree Capital Management, L.P. | |||||||||
Real Estate Properties [Line Items] | |||||||||
Principal amount | 150,000,000 | ||||||||
Line of Credit | Credit Agreement, Additional Delayed Draw Term Loan | Oaktree Capital Management, L.P. | |||||||||
Real Estate Properties [Line Items] | |||||||||
Principal amount | $ 100,000,000 | ||||||||
World Quest Resort | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of rooms | unit | 90 | ||||||||
OpenKey | |||||||||
Real Estate Properties [Line Items] | |||||||||
Ownership percentage | 17.10% | 17.50% | |||||||
Investment in unconsolidated entity | $ 2,674,000 | $ 2,811,000 | |||||||
Wholly Owned Properties | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of hotel properties | hotel | 100 | ||||||||
Majority Owned Properties | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of hotel properties | hotel | 2 | ||||||||
Subsidiaries | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of hotels | hotel | 102 | ||||||||
Number of hotel properties | hotel | 116 | ||||||||
Number of hotel properties managed by affiliates | hotel | 68 | ||||||||
Number of hotel properties suspended | hotel | 1 | 23 |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)hotel | Mar. 31, 2020USD ($)hotel | |
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 103 | 117 |
Revenue | $ 115,830 | $ 281,877 |
Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 9 | 9 |
Revenue | $ 9,881 | $ 19,270 |
Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Revenue | $ 2,359 | $ 7,831 |
Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 7 | 7 |
Revenue | $ 7,320 | $ 18,008 |
Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 3 | 3 |
Revenue | $ 3,442 | $ 7,585 |
Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 6 | 6 |
Revenue | $ 10,049 | $ 20,654 |
Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Revenue | $ 3,926 | $ 8,787 |
Minneapolis - St. Paul, MN - WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Revenue | $ 972 | $ 3,362 |
Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Revenue | $ 3,483 | $ 15,526 |
New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 6 | 6 |
Revenue | $ 3,288 | $ 15,536 |
Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Revenue | $ 3,115 | $ 6,119 |
Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 3 | 3 |
Revenue | $ 2,301 | $ 4,536 |
San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Revenue | $ 2,052 | $ 3,829 |
San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 7 | 7 |
Revenue | $ 7,521 | $ 18,808 |
Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Revenue | $ 5,337 | $ 9,101 |
Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 9 | 9 |
Revenue | $ 9,813 | $ 26,811 |
Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 39 | 39 |
Revenue | $ 39,756 | $ 75,484 |
Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 0 | 0 |
Revenue | $ 822 | $ 1,403 |
Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 15 |
Revenue | $ 8 | $ 18,455 |
Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 0 | 0 |
Revenue | $ 385 | $ 772 |
Rooms | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 97,114 | 215,807 |
Rooms | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,800 | 14,058 |
Rooms | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,639 | 5,783 |
Rooms | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,156 | 13,128 |
Rooms | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,195 | 5,106 |
Rooms | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,571 | 16,212 |
Rooms | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,465 | 6,333 |
Rooms | Minneapolis - St. Paul, MN - WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 778 | 2,401 |
Rooms | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,065 | 9,538 |
Rooms | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,557 | 11,505 |
Rooms | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,665 | 5,132 |
Rooms | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,126 | 3,687 |
Rooms | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,794 | 3,344 |
Rooms | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,550 | 16,092 |
Rooms | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,832 | 6,609 |
Rooms | Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,776 | 20,446 |
Rooms | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,509 | 59,205 |
Rooms | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 629 | 1,031 |
Rooms | Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7 | 16,197 |
Rooms | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Food and Beverage | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,903 | 47,950 |
Food and Beverage | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,213 | 4,059 |
Food and Beverage | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 56 | 830 |
Food and Beverage | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 603 | 3,921 |
Food and Beverage | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 137 | 2,291 |
Food and Beverage | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 681 | 3,357 |
Food and Beverage | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 321 | 2,295 |
Food and Beverage | Minneapolis - St. Paul, MN - WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 145 | 867 |
Food and Beverage | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 695 | 5,100 |
Food and Beverage | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 323 | 3,335 |
Food and Beverage | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 119 | 424 |
Food and Beverage | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 65 | 688 |
Food and Beverage | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 51 | 247 |
Food and Beverage | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 181 | 2,068 |
Food and Beverage | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 336 | 2,141 |
Food and Beverage | Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 143 | 4,388 |
Food and Beverage | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,812 | 10,876 |
Food and Beverage | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 22 | 25 |
Food and Beverage | Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 1,038 |
Food and Beverage | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,428 | 17,348 |
Other Hotel | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 868 | 1,153 |
Other Hotel | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 664 | 1,218 |
Other Hotel | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 561 | 959 |
Other Hotel | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 110 | 188 |
Other Hotel | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 797 | 1,085 |
Other Hotel | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 140 | 159 |
Other Hotel | Minneapolis - St. Paul, MN - WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 49 | 94 |
Other Hotel | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 723 | 888 |
Other Hotel | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 408 | 696 |
Other Hotel | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 331 | 563 |
Other Hotel | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 110 | 161 |
Other Hotel | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 207 | 238 |
Other Hotel | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 790 | 648 |
Other Hotel | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 169 | 351 |
Other Hotel | Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 894 | 1,977 |
Other Hotel | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,435 | 5,403 |
Other Hotel | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 171 | 347 |
Other Hotel | Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1 | 1,220 |
Other Hotel | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 385 | 772 |
Other | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Dallas / Ft. Worth Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Minneapolis - St. Paul, MN - WI Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 385 | $ 772 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net - Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 629,263 | $ 630,690 |
Buildings and improvements | 3,741,570 | 3,751,588 |
Furniture, fixtures and equipment | 368,913 | 388,428 |
Construction in progress | 9,772 | 16,192 |
Condominium properties | 11,615 | 11,707 |
Total cost | 4,761,133 | 4,798,605 |
Accumulated depreciation | (1,396,549) | (1,371,623) |
Investments in hotel properties, net | $ 3,364,584 | $ 3,426,982 |
Hotel Disposition and Impairm_3
Hotel Disposition and Impairment Charges - Hotel Disposition Narrative (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - Le Meridien Minneapolis $ in Thousands | Jan. 20, 2021USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration for disposal | $ 7,900 |
Gain (loss) on disposal | $ (124) |
Hotel Disposition and Impairm_4
Hotel Disposition and Impairment Charges - Schedule of Hotel Disposition and Assets Held for Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Real Estate Properties [Line Items] | ||
Total hotel revenue | $ 8 | $ 18,455 |
Total hotel operating expenses | (165) | (14,028) |
Gain (loss) on disposition of assets and hotel properties | (124) | 3,623 |
Property taxes, insurance and other | (44) | (2,542) |
Depreciation and amortization | (32) | (5,159) |
Impairment charges | 0 | (27,613) |
Operating income (loss) | (357) | (27,264) |
Interest income | 0 | 4 |
Interest expense and amortization of discounts and loan costs | 0 | (5,900) |
Income (loss) before income taxes | (357) | (33,160) |
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership | 9 | 5,279 |
Net income (loss) before income taxes attributable to the Company | $ (348) | $ (27,881) |
Hotel Disposition and Impairm_5
Hotel Disposition and Impairment Charges - Impairment Charges Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | $ 0 | $ 27,600,000 |
Columbus Hampton Inn Easton | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | 13,900,000 | |
Canonsburg Homewood Suites Pittsburgh Southpointe | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | 10,000,000 | |
Phoenix Hampton Inn Airport North | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment Charges | $ 3,700,000 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Investment amount | $ 0 | $ 51,000 | |
Carrying value of the investment in OpenKey (in thousands) | 2,674,000 | $ 2,811,000 | |
Equity in earnings (loss) of unconsolidated entities | (137,000) | (79,000) | |
OpenKey | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment amount | 5,000,000 | ||
Impairment of investments in unconsolidated entities | 0 | 0 | |
Carrying value of the investment in OpenKey (in thousands) | $ 2,674,000 | $ 2,811,000 | |
Ownership interest in OpenKey | 17.10% | 17.50% | |
Equity in earnings (loss) of unconsolidated entities | $ (137,000) | $ (79,000) |
Indebtedness, net - Schedule of
Indebtedness, net - Schedule of Indebtedness (Details) | Feb. 09, 2021hotel | Jan. 15, 2021USD ($)extension | Jan. 09, 2021hotel | Mar. 31, 2021USD ($)hotel | Mar. 31, 2020USD ($) | Jan. 16, 2023 | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Embedded debt derivative | $ | $ 43,700,000 | $ 43,700,000 | |||||
Indebtedness, net | $ | $ 3,941,493,000 | $ 3,728,911,000 | |||||
LIBOR rate | 0.111% | 0.144% | |||||
Initial draw | $ | $ 195,500,000 | $ 37,000,000 | |||||
Term loan | |||||||
Debt Instrument [Line Items] | |||||||
Number of extension options | extension | 2 | ||||||
Term of extension option (in years) | 1 year | ||||||
Initial term of loan (in years) | 3 years | ||||||
Term loan | Oaktree Capital Management, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 16.00% | ||||||
Interest rate term (in years) | 2 years | ||||||
Term loan | Oaktree Capital Management, L.P. | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 14.00% | ||||||
Mortgages and Line Of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt Balance | $ | 3,913,916,000 | $ 3,711,585,000 | |||||
Mortgages | |||||||
Debt Instrument [Line Items] | |||||||
Debt Balance | $ | 3,700,000,000 | ||||||
Premiums (discounts), net | $ | (41,503,000) | (288,000) | |||||
Capitalized default interest and late charges | $ | 43,266,000 | 27,444,000 | |||||
Deferred loan costs, net | $ | (16,588,000) | (9,830,000) | |||||
Indebtedness, net | $ | $ 3,941,493,000 | 3,728,911,000 | |||||
Mortgages | Mortgage loan 1 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 7 | ||||||
Debt Balance | $ | $ 180,720,000 | 180,720,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 2 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 7 | ||||||
Debt Balance | $ | $ 174,400,000 | 174,400,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 3 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 5 | ||||||
Debt Balance | $ | $ 221,040,000 | 221,040,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 4 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 5 | ||||||
Debt Balance | $ | $ 262,640,000 | 262,640,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 5 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 5 | ||||||
Debt Balance | $ | $ 215,120,000 | 215,120,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 6 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 5 | ||||||
Debt Balance | $ | $ 160,000,000 | 160,000,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 7 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Interest rate | 626.00% | ||||||
Debt Balance | $ | $ 81,896,000 | 84,544,000 | |||||
Mortgages | Mortgage loan 8 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 17 | ||||||
Debt Balance | $ | $ 419,000,000 | 419,000,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 9 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Debt Balance | $ | $ 25,000,000 | 25,000,000 | |||||
Number of extension options | 3 | ||||||
Term of extension option (in years) | 1 year | ||||||
LIBOR floor (as a percent) | 1.25% | ||||||
Mortgages | Mortgage loan 10 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 8 | ||||||
Debt Balance | $ | $ 395,000,000 | 395,000,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 11 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 2 | ||||||
Debt Balance | $ | $ 240,000,000 | 240,000,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 12 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 19 | ||||||
Debt Balance | $ | $ 914,281,000 | 914,281,000 | |||||
Number of extension options | 5 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 13 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Debt Balance | $ | $ 33,200,000 | 34,200,000 | |||||
Number of extension options | 1 | ||||||
Term of extension option (in years) | 1 year | ||||||
LIBOR floor (as a percent) | 0.25% | ||||||
Mortgages | Mortgage loan 14 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Debt Balance | $ | $ 97,944,000 | 98,259,000 | |||||
Mortgages | Mortgage loan 15 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Debt Balance | $ | $ 16,100,000 | 16,100,000 | |||||
Number of extension options | 2 | ||||||
Term of extension option (in years) | 1 year | ||||||
LIBOR floor (as a percent) | 0.25% | ||||||
Mortgages | Mortgage loan 16 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Debt Balance | $ | $ 37,000,000 | 37,000,000 | |||||
Number of extension options | 2 | ||||||
Term of extension option (in years) | 1 year | ||||||
Mortgages | Mortgage loan 17 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Debt Balance | $ | $ 73,450,000 | 73,450,000 | |||||
Mortgages | Mortgage loan 18 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Interest rate | 549.00% | ||||||
Debt Balance | $ | $ 6,674,000 | 6,706,000 | |||||
Mortgages | Mortgage loan 19 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Interest rate | 549.00% | ||||||
Debt Balance | $ | $ 9,740,000 | 9,786,000 | |||||
Mortgages | Mortgage loan 20 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Interest rate | 499.00% | ||||||
Default Rate | 5.00% | ||||||
Debt Balance | $ | $ 6,260,000 | 6,260,000 | |||||
Mortgages | Mortgage loan 21 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Debt Balance | $ | $ 8,881,000 | 8,881,000 | |||||
Mortgages | Mortgage loan 22 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 2 | ||||||
Interest rate | 4.85% | ||||||
Debt Balance | $ | $ 11,721,000 | 11,774,000 | |||||
Mortgages | Mortgage loan 23 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 3 | ||||||
Interest rate | 4.90% | ||||||
Debt Balance | $ | $ 23,438,000 | 23,542,000 | |||||
Mortgages | Mortgage loan 24 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 2 | ||||||
Interest rate | 4.45% | ||||||
Default Rate | 4.00% | ||||||
Debt Balance | $ | $ 19,369,000 | 19,369,000 | |||||
Mortgages | Mortgage loan 25 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 3 | ||||||
Interest rate | 4.45% | ||||||
Default Rate | 4.00% | ||||||
Debt Balance | $ | $ 50,098,000 | 50,098,000 | |||||
Mortgages | Mortgage loan 26 | |||||||
Debt Instrument [Line Items] | |||||||
Collateral | 1 | ||||||
Interest rate | 4.66% | ||||||
Debt Balance | $ | $ 24,281,000 | 24,415,000 | |||||
Mortgages | LIBOR | Mortgage loan 1 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 365.00% | ||||||
Mortgages | LIBOR | Mortgage loan 2 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.39% | ||||||
Mortgages | LIBOR | Mortgage loan 3 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 373.00% | ||||||
Mortgages | LIBOR | Mortgage loan 4 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 402.00% | ||||||
Mortgages | LIBOR | Mortgage loan 5 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 368.00% | ||||||
Mortgages | LIBOR | Mortgage loan 6 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 273.00% | ||||||
Mortgages | LIBOR | Mortgage loan 8 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 300.00% | ||||||
Mortgages | LIBOR | Mortgage loan 9 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 255.00% | ||||||
Mortgages | LIBOR | Mortgage loan 10 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 307.00% | ||||||
Mortgages | LIBOR | Mortgage loan 11 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 275.00% | ||||||
Mortgages | LIBOR | Mortgage loan 12 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.20% | ||||||
Mortgages | LIBOR | Mortgage loan 13 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.95% | ||||||
Mortgages | LIBOR | Mortgage loan 14 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.00% | ||||||
Mortgages | LIBOR | Mortgage loan 15 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 225.00% | ||||||
Mortgages | LIBOR | Mortgage loan 16 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 340.00% | ||||||
Mortgages | LIBOR | Mortgage loan 17 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 245.00% | ||||||
Mortgages | LIBOR | Mortgage loan 21 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.00% | ||||||
Line of Credit | Term loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 16.00% | ||||||
Debt Balance | $ | $ 206,663,000 | 0 | |||||
Line of Credit | Term loan | Oaktree Capital Management, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Initial draw | $ | $ 200,000,000 | ||||||
Principal amount | $ | $ 450,000,000 | ||||||
Embedded debt derivative | |||||||
Debt Instrument [Line Items] | |||||||
Embedded debt derivative | $ | $ 42,402,000 | $ 0 |
Indebtedness, net - Narrative (
Indebtedness, net - Narrative (Details) | Jan. 15, 2021USD ($)extension | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jan. 16, 2023 | Feb. 09, 2021 | Feb. 08, 2021 | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Fair value of derivative liability | $ 43,700,000 | $ 43,700,000 | |||||
Debt yield extension (as a percent) | 8.00% | 10.38% | |||||
Non-cash loan principal associated with default interest and late charges | 32,627,000 | $ 0 | |||||
Amount of capitalized principal that was amortized | 16,800,000 | ||||||
Derivative liability | Embedded debt derivative | |||||||
Debt Instrument [Line Items] | |||||||
Cash payment, percentage of loans advanced | 15.00% | ||||||
Future issuance of warrants, percentage of outstanding common stock | 19.90% | ||||||
Maximum | Derivative liability | Embedded debt derivative | |||||||
Debt Instrument [Line Items] | |||||||
Future issuance of warrants, percentage of outstanding common stock, increase, dependent on delayed draw term loans drawn | 15.00% | ||||||
Future issuance of warrants, percentage of outstanding common stock, decrease, dependent on borrower delivering equity pledges from certain subsidiaries | 4.00% | ||||||
Credit Agreement, Initial Term Loan and Initial Delayed Draw Term Loan | Oaktree Capital Management, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 16.00% | ||||||
Interest rate term (in years) | 2 years | ||||||
Term to have the option to pay accrued interest in kind (in years) | 2 years | ||||||
Credit Agreement, Initial Term Loan and Initial Delayed Draw Term Loan | Oaktree Capital Management, L.P. | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 14.00% | ||||||
Credit Agreement, Initial Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Initial term of loan (in years) | 3 years | ||||||
Number of extension options | extension | 2 | ||||||
Term of extension option (in years) | 1 year | ||||||
Credit Agreement, Additional Delayed Draw Term Loan | Oaktree Capital Management, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 18.50% | ||||||
Interest rate term (in years) | 2 years | ||||||
Credit Agreement, Additional Delayed Draw Term Loan | Oaktree Capital Management, L.P. | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 16.50% | ||||||
Line of Credit | Credit Agreement, Initial Term Loan | Oaktree Capital Management, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 200,000,000 | ||||||
Line of Credit | Credit Agreement, Initial Term Loan | Oaktree Capital Management, L.P. | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 400,000,000 | ||||||
Line of Credit | Credit Agreement, Initial Delayed Draw Term Loan | Oaktree Capital Management, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 150,000,000 | ||||||
Line of Credit | Credit Agreement, Additional Delayed Draw Term Loan | Oaktree Capital Management, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 100,000,000 | ||||||
Mortgages | |||||||
Debt Instrument [Line Items] | |||||||
Debt balance | $ 3,700,000,000 | ||||||
Mortgages | Mortgage loan 24 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.45% | ||||||
Debt balance | $ 19,369,000 | $ 19,369,000 |
Indebtedness, net - Schedule _2
Indebtedness, net - Schedule of Net Premium (Discount) Amortization Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest expense and amortization of discounts and loan costs | $ (2,465) | $ 56 |
Notes Receivable, net and Oth_3
Notes Receivable, net and Other - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | $ 8,408 | $ 8,263 |
Notes Receivable | Construction Financing Note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Face amount | 4,000 | 4,000 |
Discount | (75) | (143) |
Note receivable, net | $ 3,925 | 3,857 |
Due date term (in years) | 3 years | |
Notes Receivable | Certificate of Occupancy Note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Face amount | $ 5,250 | 5,250 |
Discount | (767) | (844) |
Note receivable, net | $ 4,483 | $ 4,406 |
Notes Receivable, net and Oth_4
Notes Receivable, net and Other - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($)a | Mar. 31, 2020USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Cash interest income | $ 0 | $ 0 |
Discount amortization | 145,000 | 135,000 |
Interest income | 13,000 | 611,000 |
Future ownership rights of parking parcel | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest income | 78,000 | 73,000 |
Free use of parking easement prior to development commencement | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amortization expense | 117,000 | |
Accumulated amortization | 0 | 0 |
Reimbursement of parking fees while parking parcel is in development | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest income | 4,000 | 0 |
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 (in acres) | a | 1.65 |
Notes Receivable, net and Oth_5
Notes Receivable, net and Other - Other Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Receivables with Imputed Interest [Line Items] | ||
Imputed Interest Rate | 7.00% | |
Future ownership rights of parking parcel | ||
Receivables with Imputed Interest [Line Items] | ||
Face amount | $ 4,100 | $ 4,100 |
Imputed interest | 450 | 372 |
Total | $ 4,550 | $ 4,472 |
Derivative Instruments and He_3
Derivative Instruments and Hedging (Details) - Not Designated as Hedging Instrument - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 2,183,281,000 | $ 842,000,000 | |
Aggregate principle balance on corresponding mortgage loans (in thousands) | $ 2,030,281,000 | $ 697,000,000 | |
Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 3.00% | 3.00% | |
Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 4.00% | 4.00% | |
Interest rate derivatives - floors | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 25,000,000 | $ 25,000,000 | |
Interest rate derivatives - floors | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.25% | 1.25% | |
Interest rate derivatives - floors | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.25% | 1.25% | |
Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 1,976,000,000 | $ 432,000,000 | |
Total cost (in thousands) | $ 291,000 | $ 63,000 | |
Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 3.15% | 3.00% | |
Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 4.00% | 4.00% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | |||
Fair value of derivative liability | $ 43.7 | $ 43.7 | |
Fair value consideration threshold for transfer in/out of level 3 (as a percent) | 10.00% | ||
LIBOR rate | 0.111% | 0.144% | |
LIBOR interest rate forward curve uptrend | 0.168% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value (Details) - Derivative liabilities $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Additions | 43,681 |
Re-measurement of fair value | (1,279) |
Ending balance | $ 42,402 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative assets: | ||
Derivative assets | $ 195 | $ 263 |
Fair Value Measurements Recurring | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 0 | 0 |
Derivative assets | 195 | 263 |
Liabilities | ||
Net | (42,207) | |
Fair Value Measurements Recurring | Interest rate derivatives - floors | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 0 | 0 |
Derivative assets | 192 | 263 |
Fair Value Measurements Recurring | Interest rate derivatives - caps | ||
Derivative assets: | ||
Counterparty and Cash Collateral Netting | 0 | |
Derivative assets | 3 | |
Fair Value Measurements Recurring | Embedded debt derivative | ||
Liabilities | ||
Counterparty and Cash Collateral Netting | 0 | |
Derivative liabilities | (42,402) | |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Net | 0 | |
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 | |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | 0 | |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | ||
Derivative assets: | ||
Derivative assets | 195 | 263 |
Liabilities | ||
Net | 195 | |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - floors | ||
Derivative assets: | ||
Derivative assets | 192 | 263 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 3 | |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | 0 | |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Net | (42,402) | |
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 | |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | $ (42,402) |
Fair Value Measurements - Effec
Fair Value Measurements - Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | $ 919 | $ 4,422 |
Unrealized gain (loss) on marketable securities | 0 | (1,477) |
Derivative expense related to credit default swaps | 268 | |
Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 919 | 4,422 |
Unrealized gain (loss) on marketable securities | 0 | (1,477) |
Realized gain (loss) on marketable securities | 0 | 2,104 |
Net | 919 | 4,824 |
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 | (71) | 602 |
Realized gain (loss) on interest rate floors | 0 | (225) |
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 | (289) | (52) |
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 | 0 | 3,872 |
Fair Value Measurements Recurring | Embedded debt derivative | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 1,279 | 0 |
Fair Value Measurements Recurring | Derivative liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 919 | 4,824 |
Fair Value Measurements Recurring | Derivative liabilities | Credit default swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 1,442 |
Fair Value Measurements Recurring | Derivative liabilities | Embedded debt derivative | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 1,279 | 0 |
Fair Value Measurements Recurring | Derivative assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | (360) | 2,755 |
Fair Value Measurements Recurring | Derivative assets | Interest rate derivatives - floors | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | (71) | 377 |
Fair Value Measurements Recurring | Derivative assets | Interest rate derivatives - caps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | (289) | (52) |
Fair Value Measurements Recurring | Derivative assets | Credit default swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 2,430 |
Fair Value Measurements Recurring | Non-derivative assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | (360) | 3,382 |
Fair Value Measurements Recurring | Non-derivative assets | Equity | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 0 | $ 627 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments - Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | $ 195 | $ 263 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents | 225,357 | 92,905 | $ 240,316 | $ 262,636 |
Restricted cash, Carrying Value | 67,734 | 74,408 | 126,649 | $ 135,571 |
Accounts receivable, Carrying value | 33,320 | 21,760 | ||
Notes receivable, net, Carrying value | 8,408 | 8,263 | ||
Due from Ashford Inc., net | 1,506 | 0 | ||
Due from related parties, net | 8,177 | 5,801 | ||
Due from third-party hotel managers, Carrying value | 11,847 | 9,383 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses | 95,647 | 99,954 | ||
Accrued interest payable | 43,630 | 98,685 | ||
Dividends payable, Carrying value | 236 | 868 | $ 11,740 | |
Due to Ashford Inc., net, Carrying value | 0 | 13,383 | ||
Due to third-party hotel managers, Carrying value | 436 | 184 | ||
Carrying Value | ||||
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | 195 | 263 | ||
Derivative liabilities, Carrying value | 42,402 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents | 225,357 | 92,905 | ||
Restricted cash, Carrying Value | 67,734 | 74,408 | ||
Accounts receivable, Carrying value | 33,320 | 21,760 | ||
Notes receivable, net, Carrying value | 8,408 | 8,263 | ||
Due from Ashford Inc., net | 1,506 | 0 | ||
Due from related parties, net | 8,177 | 5,801 | ||
Due from third-party hotel managers, Carrying value | 11,847 | 9,383 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying Value | 3,872,413 | 3,711,297 | ||
Accounts payable and accrued expenses | 95,647 | 99,954 | ||
Accrued interest payable | 43,630 | 98,685 | ||
Dividends payable, Carrying value | 236 | 868 | ||
Due to Ashford Inc., net, Carrying value | 0 | 13,383 | ||
Due to third-party hotel managers, Carrying value | 436 | 184 | ||
Estimated Fair Value | ||||
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Estimated fair value | 195 | 263 | ||
Derivative liabilities, Estimated fair value | 42,402 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Estimated fair value | 225,357 | 92,905 | ||
Restricted cash, Estimated fair value | 67,734 | 74,408 | ||
Accounts receivable, Estimated fair value | 33,320 | 21,760 | ||
Due from Ashford, Inc., net, Estimated fair value | 1,506 | 0 | ||
Due from related parties, net, Estimated fair value | 8,177 | 5,801 | ||
Due from third party hotel managers, Estimated fair value | 11,847 | 9,383 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Estimated fair value | 95,647 | 99,954 | ||
Accrued interest payable, Estimated fair value | 43,630 | 98,685 | ||
Dividends payable, Estimated fair value | 236 | 868 | ||
Due to Ashford Inc., net, Estimated fair value | 0 | 13,383 | ||
Due to third-party hotel managers, Estimated fair value | 436 | 184 | ||
Minimum | Estimated Fair Value | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 7,988 | 7,850 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 3,400,661 | 3,167,369 | ||
Maximum | Estimated Fair Value | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 8,828 | 8,676 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 3,758,625 | $ 3,500,777 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (in days) | 90 days | |
Notes receivable, net | $ 8,408 | $ 8,263 |
Indebtedness, net | 3,941,493 | 3,728,911 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, net | $ 3,900,000 | $ 3,700,000 |
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) | 87.80% | 85.30% |
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) | 97.10% | 94.30% |
Income (Loss) Per Share - Summa
Income (Loss) Per Share - Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income (loss) allocated to common stockholders - basic and diluted: | ||
Income (loss) attributable to the Company | $ (103,038) | $ (84,201) |
Less dividends (add dividend reversal) on preferred stock | 818 | (10,644) |
Add: Extinguishment of preferred stock | 10,635 | 0 |
Add: Claw back of dividends on unvested performance stock units | 178 | 378 |
Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted | $ (91,407) | $ (94,467) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding - basic and diluted (in shares) | 83,046 | 10,047 |
Basic income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (1.10) | $ (9.40) |
Diluted income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (1.10) | $ (9.40) |
Performance stock units | ||
Income (loss) allocated to common stockholders - basic and diluted: | ||
Add: Claw back of dividends on unvested performance stock units | $ 178 | $ 378 |
Income (Loss) Per Share - Sum_2
Income (Loss) Per Share - Summary of Computation of Diluted Income Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income (loss) allocated to common stockholders is not adjusted for: | ||
Total | $ (2,271) | $ (17,671) |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 16,554 | 1,963 |
Preferred dividends | $ 818 | $ (10,644) |
Redeemable Noncontrolling Interests in Operating Partnership | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | (2,271) | $ (17,671) |
Weighted average diluted shares are not adjusted for: | ||
Preferred dividends | $ 20 | |
Restricted shares | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 11 | 24 |
Redeemable Noncontrolling Interests in Operating Partnership | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 2,015 | 1,939 |
Embedded debt derivative | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 14,528 | 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest in Operating Partnership - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||
Common unit limited partnership interest redemption for common stock (in shares) | 1 | |
Performance LTIP dividend claw back upon cancellation | $ 178 | $ 378 |
LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Common partnership unit per converted LTIP unit (in shares) | 1 | |
Performance LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Other than options (in shares) | 71,000 | |
Shares forfeited (in shares) | 58,000 | |
Performance LTIP dividend claw back upon cancellation | $ 454 | $ 1,401 |
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 | |
Units which have not reached full economic parity with common units (in shares) | 205,000 | |
Minimum | LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Vesting period (in years) | 3 years | |
Minimum | Performance LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 0.00% | |
Maximum | LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Vesting period (in years) | 5 years | |
Maximum | Performance LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 200.00% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests in Operating Partnership - Units Redeemed (Details) - Operating Partnership Units - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Temporary Equity [Line Items] | ||
Common units converted to stock (in shares) | 0 | (196) |
Fair value of common units converted | $ 0 | $ 959 |
Redeemable Noncontrolling Int_5
Redeemable Noncontrolling Interests in Operating Partnership - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests (in thousands) | $ 24,683 | $ 22,951 | |
Cumulative adjustments to redeemable noncontrolling interests | (2,884) | $ 19,046 | |
Partnership Interest | |||
Noncontrolling Interest [Line Items] | |||
Cumulative adjustments to redeemable noncontrolling interests | $ 189,647 | $ 186,763 | |
Partnership Interest | Ashford Trust OP | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage of operating partnership | 2.42% | 8.51% |
Redeemable Noncontrolling Int_6
Redeemable Noncontrolling Interests in Operating Partnership - Redeemable Noncontrolling Interests and Declared Aggregate Cash Distributions to Holders (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 2,271 | $ 17,671 |
Distributions declared to holders of common units, LTIP units and Performance LTIP units | (178) | (378) |
Performance LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Distributions declared to holders of common units, LTIP units and Performance LTIP units | $ (454) | $ (1,401) |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation - Narrative (Details) | Mar. 12, 2021USD ($)$ / sharesshares | Jan. 22, 2021USD ($)tradingDayshares | Dec. 07, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 11, 2021shares | Dec. 31, 2020$ / sharesshares | Jul. 15, 2020shares | Jul. 14, 2020shares | Dec. 05, 2017USD ($)$ / shares |
Class of Stock [Line Items] | ||||||||||||
Dividends declared - common stock | $ | $ 0 | $ 0 | ||||||||||
Common stock, shares outstanding (in shares) | 110,140,224 | 110,140,224 | 110,140,224 | 103,356,082 | 64,362,505 | 10,500,000 | 104,800,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Authorized amount | $ | $ 200,000,000 | |||||||||||
Stock repurchased (in shares) | 0 | 0 | ||||||||||
Lincoln Park Capital Fund, LLC | Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares authorized amount | $ | $ 20,700,000 | $ 10,600,000 | ||||||||||
Shares issued (in shares) | 162,655 | 190,840 | 10,400,000 | |||||||||
Gross proceeds received | $ | $ 25,100,000 | |||||||||||
Purchase agreement period (in months) | 24 months | |||||||||||
Shares to purchase, option one (in shares) | 400,000 | |||||||||||
Shares to purchase, option two (in shares) | 300,000 | |||||||||||
Percentage of outstanding stock maximum | 19.99% | |||||||||||
YA II PN, Ltd. | Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares authorized (in shares) | 13,718,319 | |||||||||||
Anniversary of agreement (in months) | 36 months | |||||||||||
Percentage of the Market Price | 95.00% | |||||||||||
Ownership threshold (as a percent) | 4.99% | |||||||||||
Consecutive trading days prior to advance notice | tradingDay | 5 | |||||||||||
Maximum advance shares (in shares) | 5,000,000 | |||||||||||
Structuring fee | $ | $ 10,000 | |||||||||||
Minimum | Lincoln Park Capital Fund, LLC | Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale price of stock (in dollars per share) | $ / shares | $ 1 | |||||||||||
Maximum | Lincoln Park Capital Fund, LLC | Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Gross proceeds received | $ | $ 3,000,000 | |||||||||||
Sale price of stock (in dollars per share) | $ / shares | $ 5 | |||||||||||
Restricted shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Units granted (in shares) | 131,000 | |||||||||||
Fair value of units granted | $ | $ 443,000 | |||||||||||
Vesting period (in years) | 3 years | |||||||||||
Performance shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Vesting period (in years) | 3 years | |||||||||||
Shares forfeited (in shares) | 29,000 | |||||||||||
Performance LTIP dividend claw back upon cancellation | $ | $ 178,000 | |||||||||||
Performance shares | Minimum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Performance adjustment range (as a percent) | 0.00% | 0.00% | 0.00% | |||||||||
Performance shares | Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Performance adjustment range (as a percent) | 200.00% | 200.00% | 200.00% |
Equity and Equity-Based Compe_4
Equity and Equity-Based Compensation - Summary of Issuance Activity (Details) - USD ($) | Mar. 12, 2021 | Dec. 07, 2020 | Mar. 31, 2021 | Mar. 31, 2021 |
Lincoln Park Capital Fund, LLC | Private Placement | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 162,655 | 190,840 | 10,400,000 | |
Gross proceeds received | $ 25,100,000 | |||
Lincoln Park Capital Fund, LLC | Common Stock | Private Placement | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 2,046,000 | |||
Gross proceeds received | $ 4,590,000 | |||
Lincoln Park Capital Fund, LLC | Common Stock | Shares sold to Lincoln Park | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 300,000 | |||
Lincoln Park Capital Fund, LLC | Common Stock | Additional commitment shares | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 163,000 | |||
Lincoln Park Capital Fund, LLC | Common Stock | Private Placement, Second Purchase Agreement | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 463,000 | |||
Gross proceeds received | $ 809,000 | |||
YA II PN, Ltd. | Common Stock | Private Placement | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 13,718,000 | |||
Gross proceeds received | $ 40,556,000 |
Equity and Equity-Based Compe_5
Equity and Equity-Based Compensation - Declared Quarterly Dividends (Details) - $ / shares | Nov. 25, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Preferred Stock, Series D | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 8.45% | 8.45% | |
Dividends declared - preferred stock (in dollars per share) | $ 0 | $ 0.5281 | |
Preferred Stock, Series F | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.375% | 7.375% | |
Dividends declared - preferred stock (in dollars per share) | $ 0 | 0.4609 | |
Preferred Stock, Series G | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.375% | 7.375% | |
Dividends declared - preferred stock (in dollars per share) | $ 0 | 0.4609 | |
Preferred Stock, Series H | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.50% | ||
Dividends declared - preferred stock (in dollars per share) | $ 0 | 0.4688 | |
Preferred Stock, Series I | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.50% | ||
Dividends declared - preferred stock (in dollars per share) | $ 0 | $ 0.4688 |
Equity and Equity-Based Compe_6
Equity and Equity-Based Compensation - Preferred Dividends Unpaid (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 25, 2020 | Mar. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock dividends in arrears | $ 20,655 | |
Preferred Stock, Series D | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 8.45% | 8.45% |
Preferred stock dividends in arrears (in dollars per share) | $ 2.11 | |
Preferred stock dividends in arrears | $ 3,546 | |
Preferred Stock, Series F | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.375% | 7.375% |
Preferred stock dividends in arrears (in dollars per share) | $ 1.84 | |
Preferred stock dividends in arrears | $ 3,757 | |
Preferred Stock, Series G | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.375% | 7.375% |
Preferred stock dividends in arrears (in dollars per share) | $ 1.84 | |
Preferred stock dividends in arrears | $ 5,849 | |
Preferred Stock, Series H | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.50% | |
Preferred stock dividends in arrears (in dollars per share) | $ 1.88 | |
Preferred stock dividends in arrears | $ 3,754 | |
Preferred Stock, Series I | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.50% | |
Preferred stock dividends in arrears (in dollars per share) | $ 1.88 | |
Preferred stock dividends in arrears | $ 3,749 |
Equity and Equity-Based Compe_7
Equity and Equity-Based Compensation - Preferred Shares Tendered and Common Shares Issued (Details) - shares shares in Thousands | Nov. 25, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Preferred Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 4,274 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | (29,436) | ||
Common Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 29,436 | ||
Preferred Stock, Series D | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 8.45% | 8.45% | |
Preferred Stock, Series D | Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 112 | ||
Preferred Stock, Series D | Preferred Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 112 | ||
Preferred Stock, Series D | Common Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 787 | ||
Preferred Stock, Series F | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.375% | 7.375% | |
Preferred Stock, Series F | Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 853 | ||
Preferred Stock, Series F | Preferred Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 853 | ||
Preferred Stock, Series F | Common Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 5,704 | ||
Preferred Stock, Series G | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.375% | 7.375% | |
Preferred Stock, Series G | Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 1,251 | ||
Preferred Stock, Series G | Preferred Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 1,251 | ||
Preferred Stock, Series G | Common Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 8,980 | ||
Preferred Stock, Series H | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.50% | ||
Preferred Stock, Series H | Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 667 | ||
Preferred Stock, Series H | Preferred Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 667 | ||
Preferred Stock, Series H | Common Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 4,817 | ||
Preferred Stock, Series I | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.50% | ||
Preferred Stock, Series I | Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 1,391 | ||
Preferred Stock, Series I | Preferred Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 1,391 | ||
Preferred Stock, Series I | Common Stock | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares Tendered and Issued | 9,148 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Jul. 01, 2020USD ($)installment | Mar. 20, 2020USD ($) | Sep. 25, 2019USD ($) | Aug. 07, 2018USD ($) | Jun. 26, 2018USD ($) | Mar. 31, 2021USD ($)hotel | Mar. 31, 2020hotel | Jun. 30, 2019USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($)hotel | Jan. 14, 2021 | Jan. 04, 2021USD ($) | Aug. 25, 2020USD ($) | Mar. 13, 2020USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | $ 400,000,000 | |||||||||||||
Number of hotels | hotel | 103 | 117 | |||||||||||||
Ashford Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Allocation percentage | 75.00% | 0.00% | |||||||||||||
Ashford Inc. | Ashford Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Allocation percentage | 50.00% | ||||||||||||||
Ashford Inc. | Braemar Hotels & Resorts Inc | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Allocation percentage | 25.00% | 50.00% | |||||||||||||
Subsidiaries | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of hotel properties managed by affiliates | hotel | 68 | 68 | |||||||||||||
Number of hotels | hotel | 102 | ||||||||||||||
Management Fee | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Portion of project management fees to project costs (as a percent) | 4.00% | 4.00% | |||||||||||||
Remington Hotels | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Security deposit | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | ||||||||||||
Ashford Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Quarterly base fee (as a percent) | 0.70% | ||||||||||||||
Advisory services, incentive fee term (in years) | 3 years | ||||||||||||||
Related party transaction, percentage of advisory fees paid | 80.00% | ||||||||||||||
Contribution amount committed | $ 15,000,000 | ||||||||||||||
Contribution amount funded | 3,000,000 | ||||||||||||||
Ashford Inc. | Other Assets | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Contribution amount funded | $ 66,000 | $ 85,000 | |||||||||||||
Ashford Inc. | Base Management Fees | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Reimbursable expenses | $ 2,800,000 | ||||||||||||||
Ashford Inc. | Affiliated entity | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
ERFP, percent of commitment for each hotel | 10.00% | ||||||||||||||
ERFP, term after acquisition (in years) | 3 years | ||||||||||||||
ERFP, initial term (in years) | 2 years | ||||||||||||||
ERFP, renewal term (in years) | 1 year | ||||||||||||||
ERFP, notice term (in days) | 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 | ||||||||||||||
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 (in months) | 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 (in months) | 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 | 5,000,000 | ||||||||||||||
Claw back credit | 506,000 | ||||||||||||||
Payment amount to be offset against future fees | 156,000 | ||||||||||||||
Expensed recognized in other assets | 2,700,000 | ||||||||||||||
Expensed recognized in write-off loan costs and exit fees | 3,700,000 | ||||||||||||||
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 | $ 8,700,000 | $ 8,700,000 | |||||||||||||
Minimum | Management Fee | Management Fee | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percent of gross revenue | 3.00% | ||||||||||||||
Minimum | Ashford Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Quarterly base fee (as a percent) | 0.50% | 0.50% | |||||||||||||
Total market capitalization | $ 6,000,000,000 | $ 6,000,000,000 | |||||||||||||
Minimum | Remington Hotels | Management Fee | Management Fee | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment of monthly property management fees | $ 14,000 | $ 14,000 | |||||||||||||
Percent of gross revenue | 3.00% | ||||||||||||||
Maximum | Ashford Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Quarterly base fee (as a percent) | 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 |
Related Party Transactions - Ad
Related Party Transactions - Advisory Service Fee and Reimbursed Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Advisory services fee | $ 12,161 | $ 15,299 |
Ashford Inc. | ||
Related Party Transaction [Line Items] | ||
Corporate, general and administrative | 19 | 698 |
Ashford Inc. | Affiliated entity | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | 12,161 | 15,299 |
Ashford Inc. | Affiliated entity | Base advisory fee | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | 8,735 | 8,917 |
Ashford Inc. | Affiliated entity | Reimbursable expenses | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | 1,591 | 1,831 |
Ashford Inc. | Affiliated entity | Equity-based compensation | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | $ 1,835 | $ 4,551 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Aug. 07, 2018USD ($) | Jul. 26, 2018USD ($) | Jun. 29, 2017USD ($) | Jun. 07, 2017USD ($) | Jun. 01, 2017USD ($) | Jun. 30, 2014USD ($) | Nov. 01, 2011USD ($) | Mar. 31, 2021USD ($)hotel | Mar. 31, 2020USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2006USD ($) |
Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Damages awarded | $ 10,800,000 | $ 8,800,000 | |||||||||
Payments for legal settlements | $ 544,000 | $ 3,900,000 | |||||||||
Loss contingency accrual | $ 504,000 | ||||||||||
Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Loss contingency accrual | 0 | ||||||||||
Class Action Lawsuit, California Employment Laws | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Loss contingency accrual | $ 0 | ||||||||||
Number of hotels in class action lawsuit | hotel | 9 | ||||||||||
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 (in years) | 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 | $ 5,738,000 | $ 14,059,000 | |||||||||
Franchise Fees | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Franchisor royalty fees percent of gross room revenue, minimum | 3.00% | ||||||||||
Franchisor royalty fees percent of gross room revenue, maximum | 6.00% | ||||||||||
Food and beverage fees minimum (as a percent) | 1.00% | ||||||||||
Food and beverage fees maximum (as a percent) | 3.00% | ||||||||||
Marketing reservation and other fees, minimum (as a percent) | 1.00% | ||||||||||
Marketing reservation and other fees, maximum (as a percent) | 4.00% | ||||||||||
Fee multiple | 3 | ||||||||||
Management Fee | |||||||||||
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% | ||||||||||
Project management fees (as a percent) | 4.00% | 4.00% | |||||||||
Maximum market service fee as percentage of project management budget | 16.50% | ||||||||||
Minimum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Restricted cash as percentage of property revenue | 4.00% | ||||||||||
Minimum | Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Damages sought | $ 5,800,000 | ||||||||||
Minimum | Management Fee | Management Fee | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Percent of gross revenue | 3.00% | ||||||||||
Minimum | Management Fee | Remington Hotels | Management Fee | |||||||||||
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 as percentage of property revenue | 6.00% | ||||||||||
Maximum | Pedro Membrives And Michele Spero V. HHC TRS FP Portfolio LLC, Remington Lodging & Hospitality, LLC, Remington Holdings LLC, Remington Long Island Employers, LLC | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Damages sought | $ 11,900,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 12, 2021 | Dec. 07, 2020 | Nov. 25, 2020 | May 06, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Common stock, shares issued (in shares) | 110,140,224 | 110,140,224 | 64,362,505 | ||||
Preferred Stock, Series D | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 8.45% | 8.45% | |||||
Preferred stock, shares issued (in shares) | 1,678,772 | 1,678,772 | 1,791,461 | ||||
Preferred Stock, Series D | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 8.45% | ||||||
Preferred Stock, Series F | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.375% | 7.375% | |||||
Preferred stock, shares issued (in shares) | 2,037,824 | 2,037,824 | 2,891,440 | ||||
Preferred Stock, Series F | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.375% | ||||||
Preferred Stock, Series G | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.375% | 7.375% | |||||
Preferred stock, shares issued (in shares) | 3,172,279 | 3,172,279 | 4,422,623 | ||||
Preferred Stock, Series G | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.375% | ||||||
Preferred Stock, Series H | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.50% | ||||||
Preferred stock, shares issued (in shares) | 2,002,137 | 2,002,137 | 2,668,637 | ||||
Preferred Stock, Series H | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.50% | ||||||
Preferred Stock, Series I | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.50% | ||||||
Preferred stock, shares issued (in shares) | 1,999,575 | 1,999,575 | 3,391,349 | ||||
Preferred Stock, Series I | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock percentage | 7.50% | ||||||
Convertible Common Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued (in shares) | 17,200,000 | ||||||
Convertible Preferred Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 1,700,000 | ||||||
Private Placement | Lincoln Park Capital Fund, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued (in shares) | 162,655 | 190,840 | 10,400,000 | ||||
Gross proceeds received | $ 25,100,000 | ||||||
Private Placement | Lincoln Park Capital Fund, LLC | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued (in shares) | 20,200,000 | ||||||
Gross proceeds received | $ 42,600,000 |