Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,477,952 | |
Entity Central Index Key | 0001232582 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
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, 2023 | Dec. 31, 2022 |
ASSETS | ||
Investments in hotel properties, net | $ 3,099,605 | $ 3,118,331 |
Cash and cash equivalents | 344,935 | 417,064 |
Restricted cash | 143,821 | 141,962 |
Accounts receivable, net of allowance of $427 and $501, respectively | 62,049 | 49,809 |
Inventories | 3,976 | 3,856 |
Notes receivable, net | 5,151 | 5,062 |
Investments in unconsolidated entities | 19,180 | 19,576 |
Deferred costs, net | 2,234 | 2,665 |
Prepaid expenses | 20,534 | 15,981 |
Derivative assets | 37,348 | 47,182 |
Operating lease right-of-use assets | 44,339 | 43,921 |
Other assets | 21,492 | 21,653 |
Intangible assets | 797 | 797 |
Due from Ashford Inc., net | 0 | 486 |
Due from related parties, net | 3,353 | 6,570 |
Due from third-party hotel managers | 20,596 | 22,462 |
Total assets | 3,829,410 | 3,917,377 |
Liabilities: | ||
Indebtedness, net | 3,786,065 | 3,838,543 |
Finance lease liabilities | 18,765 | 18,847 |
Accounts payable and accrued expenses | 127,892 | 115,970 |
Accrued interest payable | 14,306 | 15,287 |
Dividends and distributions payable | 3,193 | 3,118 |
Due to Ashford Inc., net | 6,480 | 0 |
Due to third-party hotel managers | 1,701 | 1,319 |
Intangible liabilities, net | 2,077 | 2,097 |
Operating lease liabilities | 45,109 | 44,661 |
Other liabilities | 4,200 | 4,326 |
Total liabilities | 4,009,788 | 4,044,168 |
Commitments and contingencies (note 17) | ||
Redeemable noncontrolling interests in operating partnership | 21,617 | 21,550 |
Equity (deficit): | ||
Common stock, $0.01 par value, 400,000,000 shares authorized, 34,478,064 and 34,495,185 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 345 | 345 |
Additional paid-in capital | 2,384,000 | 2,383,244 |
Accumulated deficit | (2,598,791) | (2,534,043) |
Total equity (deficit) | (214,381) | (150,389) |
Total liabilities and equity/deficit | 3,829,410 | 3,917,377 |
Preferred Stock, Series J | ||
Liabilities: | ||
Redeemable preferred stock | 11,543 | 2,004 |
Preferred Stock, Series K | ||
Liabilities: | ||
Redeemable preferred stock | 843 | 44 |
Preferred Stock, Series D | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 12 | 12 |
Preferred Stock, Series F | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 12 | 12 |
Preferred Stock, Series G | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 15 | 15 |
Preferred Stock, Series H | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 13 | 13 |
Preferred Stock, Series I | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | $ 13 | $ 13 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Allowance for doubtful accounts receivable | $ 427 | $ 501 |
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) | 34,478,064 | 34,495,185 |
Common stock, shares outstanding (in shares) | 34,478,064 | 34,495,185 |
Preferred Stock, Series J | ||
Equity (deficit): | ||
Redeemable Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable Preferred Stock, shares issued (in shares) | 501,864 | 87,115 |
Redeemable Preferred Stock, shares outstanding (in shares) | 501,864 | 87,115 |
Preferred Stock, Series K | ||
Equity (deficit): | ||
Redeemable Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable Preferred Stock, shares issued (in shares) | 34,250 | 1,800 |
Redeemable Preferred Stock, shares outstanding (in shares) | 34,250 | 1,800 |
Preferred Stock, Series D | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 1,174,427 | 1,174,427 |
Preferred stock, shares outstanding (in shares) | 1,174,427 | 1,174,427 |
Preferred Stock, Series F | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 1,251,044 | 1,251,044 |
Preferred stock, shares outstanding (in shares) | 1,251,044 | 1,251,044 |
Preferred Stock, Series G | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 1,531,996 | 1,531,996 |
Preferred stock, shares outstanding (in shares) | 1,531,996 | 1,531,996 |
Preferred Stock, Series H | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 1,308,415 | 1,308,415 |
Preferred stock, shares outstanding (in shares) | 1,308,415 | 1,308,415 |
Preferred Stock, Series I | ||
Equity (deficit): | ||
Preferred stock, shares issued (in shares) | 1,252,923 | 1,252,923 |
Preferred stock, shares outstanding (in shares) | 1,252,923 | 1,252,923 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | ||
Total revenue | $ 328,886 | $ 247,138 |
Hotel operating expenses: | ||
Total hotel expenses | 225,118 | 176,778 |
Property taxes, insurance and other | 16,537 | 16,459 |
Depreciation and amortization | 47,855 | 52,120 |
Advisory services fee | 12,986 | 13,386 |
Corporate, general and administrative | 2,612 | 3,104 |
Total operating expenses | 305,108 | 261,847 |
Gain (loss) on disposition of assets and hotel properties | (24) | 103 |
OPERATING INCOME (LOSS) | 23,754 | (14,606) |
Equity in earnings (loss) of unconsolidated entities | (396) | (153) |
Interest income | 2,557 | 51 |
Other income (expense) | 134 | 101 |
Interest expense and amortization of discounts and loan costs | (81,515) | (43,559) |
Write-off of premiums, loan costs and exit fees | (420) | (727) |
Realized and unrealized gain (loss) on derivatives | (5,415) | 3,211 |
INCOME (LOSS) BEFORE INCOME TAXES | (61,301) | (55,682) |
Income tax (expense) benefit | (221) | (120) |
NET INCOME (LOSS) | (61,522) | (55,802) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 600 | 372 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (60,922) | (55,430) |
Preferred stock dividend (reversal) | (3,243) | (3,103) |
Deemed dividends on redeemable preferred stock | (407) | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (64,572) | $ (58,533) |
Basic: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.88) | $ (1.71) |
Weighted average common shares outstanding (in shares) | 34,381 | 34,269 |
Diluted: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.88) | $ (1.71) |
Weighted average common shares outstanding (in shares) | 34,381 | 34,269 |
Total hotel revenue | ||
REVENUE | ||
Total revenue | $ 328,228 | $ 246,526 |
Rooms | ||
REVENUE | ||
Total revenue | 252,955 | 195,330 |
Hotel operating expenses: | ||
Total hotel expenses | 59,203 | 47,406 |
Food and beverage | ||
REVENUE | ||
Total revenue | 58,991 | 36,760 |
Hotel operating expenses: | ||
Total hotel expenses | 39,790 | 27,770 |
Other hotel revenue | ||
REVENUE | ||
Total revenue | 16,282 | 14,436 |
Hotel operating expenses: | ||
Total hotel expenses | 113,879 | 92,048 |
Management Fees | ||
Hotel operating expenses: | ||
Total hotel expenses | 12,246 | 9,554 |
Other | ||
REVENUE | ||
Total revenue | $ 658 | $ 612 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (61,522) | $ (55,802) |
Other comprehensive income (loss), net of tax: | ||
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive income (loss) | (61,522) | (55,802) |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 600 | 372 |
Comprehensive income (loss) attributable to the Company | $ (60,922) | $ (55,430) |
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 | Preferred Stock, Series J | Preferred Stock, Series K | Preferred Stock Preferred Stock, Series D | Preferred Stock Preferred Stock, Series F | Preferred Stock Preferred Stock, Series G | Preferred Stock Preferred Stock, Series H | Preferred Stock Preferred Stock, Series I | Preferred Stock Preferred Stock, Series J | Preferred Stock Preferred Stock, Series K | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Preferred Stock, Series D | Accumulated Deficit Preferred Stock, Series F | Accumulated Deficit Preferred Stock, Series G | Accumulated Deficit Preferred Stock, Series H | Accumulated Deficit Preferred Stock, Series I | Accumulated Deficit Preferred Stock, Series J | Accumulated Deficit Preferred Stock, Series K | Redeemable Noncontrolling Interest in Operating Partnership |
Beginning balance, shares (in shares) at Dec. 31, 2021 | 1,174 | 1,251 | 1,532 | 1,308 | 1,253 | 34,490 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2021 | $ (2,654) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | $ 2,379,906 | $ (2,382,970) | $ 22,742 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Purchases of common stock (in shares) | (14) | |||||||||||||||||||||||||
Purchases of common stock | (118) | (118) | ||||||||||||||||||||||||
Equity-based compensation | 1,490 | 1,490 | 418 | |||||||||||||||||||||||
Issuance of common stock, net (in shares) | 3 | |||||||||||||||||||||||||
Issuance of preferred shares | 0 | |||||||||||||||||||||||||
Common stock offering costs | (87) | (87) | ||||||||||||||||||||||||
Dividends declared - preferred shares | $ (620) | $ (577) | $ (706) | $ (613) | $ (587) | $ (620) | $ (577) | $ (706) | $ (613) | $ (587) | ||||||||||||||||
Redemption value adjustment | (461) | (461) | 461 | |||||||||||||||||||||||
Net income (loss) | (55,430) | (55,430) | (372) | |||||||||||||||||||||||
Ending balance, shares (in shares) at Mar. 31, 2022 | 1,174 | 1,251 | 1,532 | 1,308 | 1,253 | 34,479 | ||||||||||||||||||||
Ending balance, value at Mar. 31, 2022 | (60,363) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | 2,381,191 | (2,441,964) | 23,249 | ||||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2021 | 1,174 | 1,251 | 1,532 | 1,308 | 1,253 | 34,490 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2021 | (2,654) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | 2,379,906 | (2,382,970) | 22,742 | ||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2022 | 1,174 | 1,251 | 1,532 | 1,308 | 1,253 | 87 | 2 | 34,495 | ||||||||||||||||||
Ending balance, value at Dec. 31, 2022 | (150,389) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 2,004 | $ 44 | $ 345 | 2,383,244 | (2,534,043) | 21,550 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Purchases of common stock (in shares) | (17) | |||||||||||||||||||||||||
Purchases of common stock | (56) | (56) | ||||||||||||||||||||||||
Equity-based compensation | 812 | 812 | 491 | |||||||||||||||||||||||
Issuance of common stock, net (in shares) | 415 | 32 | ||||||||||||||||||||||||
Issuance of preferred shares | $ 9,159 | $ 772 | ||||||||||||||||||||||||
Dividends declared - preferred shares | $ (620) | $ (577) | $ (706) | $ (613) | $ (587) | $ (133) | $ (7) | $ (620) | $ (577) | $ (706) | $ (613) | $ (587) | $ (133) | $ (7) | ||||||||||||
Redemption value adjustment | (176) | (176) | 176 | |||||||||||||||||||||||
Redemption value adjustment - preferred stock | (407) | $ 380 | $ 27 | (407) | ||||||||||||||||||||||
Net income (loss) | (60,922) | (60,922) | (600) | |||||||||||||||||||||||
Ending balance, shares (in shares) at Mar. 31, 2023 | 1,174 | 1,251 | 1,532 | 1,308 | 1,253 | 502 | 34 | 34,478 | ||||||||||||||||||
Ending balance, value at Mar. 31, 2023 | $ (214,381) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 11,543 | $ 843 | $ 345 | $ 2,384,000 | $ (2,598,791) | $ 21,617 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Preferred Stock, Series D | ||
Dividends declared - preferred stock (in dollars per share) | $ 0.5281 | $ 0.5281 |
Preferred Stock, Series F | ||
Dividends declared - preferred stock (in dollars per share) | 0.4609 | 0.4609 |
Preferred Stock, Series G | ||
Dividends declared - preferred stock (in dollars per share) | 0.4609 | 0.4609 |
Preferred Stock, Series H | ||
Dividends declared - preferred stock (in dollars per share) | 0.4688 | 0.4688 |
Preferred Stock, Series I | ||
Dividends declared - preferred stock (in dollars per share) | 0.4688 | 0.4688 |
Preferred Stock | Preferred Stock, Series D | ||
Dividends declared - preferred stock (in dollars per share) | 0.53 | 0.53 |
Preferred Stock | Preferred Stock, Series F | ||
Dividends declared - preferred stock (in dollars per share) | 0.46 | 0.46 |
Preferred Stock | Preferred Stock, Series G | ||
Dividends declared - preferred stock (in dollars per share) | 0.46 | 0.46 |
Preferred Stock | Preferred Stock, Series H | ||
Dividends declared - preferred stock (in dollars per share) | 0.47 | 0.47 |
Preferred Stock | Preferred Stock, Series I | ||
Dividends declared - preferred stock (in dollars per share) | 0.47 | $ 0.47 |
Preferred Stock | Preferred Stock, Series J | ||
Dividends declared - preferred stock (in dollars per share) | 0.50 | |
Preferred Stock | Preferred Stock, Series K | ||
Dividends declared - preferred stock (in dollars per share) | $ 0.51 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (61,522) | $ (55,802) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 47,855 | 52,120 |
Amortization of intangibles | 9 | 33 |
Recognition of deferred income | (125) | (127) |
Bad debt expense | 626 | 669 |
Deferred income tax expense (benefit) | 17 | (67) |
Equity in (earnings) loss of unconsolidated entities | 396 | 153 |
(Gain) loss on disposition of assets and hotel properties | 24 | (103) |
Realized and unrealized (gain) loss on derivatives | 5,415 | (3,211) |
Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees | 4,264 | 2,048 |
Equity-based compensation | 1,303 | 1,908 |
Non-cash interest income | (121) | (82) |
Changes in operating assets and liabilities: | ||
Accounts receivable and inventories | (12,572) | (15,567) |
Prepaid expenses and other assets | (4,360) | (5,304) |
Accounts payable and accrued expenses and accrued interest payable | 12,782 | 3,126 |
Due to/from related parties | 2,011 | (422) |
Due to/from third-party hotel managers | 2,248 | 5,419 |
Due to/from Ashford Inc., net | 6,456 | 690 |
Operating lease liabilities | 366 | (121) |
Operating lease right-of-use assets | (447) | 187 |
Other liabilities | (1) | (1) |
Net cash provided by (used in) operating activities | 4,624 | (14,454) |
Cash Flows from Investing Activities | ||
Improvements and additions to hotel properties | (29,298) | (22,668) |
Net proceeds from disposition of assets and hotel properties | 0 | 357 |
Payments for initial franchise fees | (149) | 0 |
Proceeds from property insurance | 75 | 962 |
Proceeds from note receivable | 0 | 4,000 |
Net cash provided by (used in) investing activities | (29,372) | (17,349) |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness, net of commitment fee | 449 | 0 |
Repayments of indebtedness | (50,840) | (4,664) |
Payments for loan costs and exit fees | (6,751) | (146) |
Payments for dividends and distributions | (3,162) | (3,104) |
Purchases of common stock | (7) | 0 |
Payments for derivatives | (4,174) | (856) |
Proceeds from derivatives | 9,038 | 0 |
Common stock offering costs | 0 | (167) |
Proceeds from preferred stock offerings | 9,925 | 0 |
Net cash provided by (used in) financing activities | (45,522) | (8,937) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (70,270) | (40,740) |
Cash, cash equivalents and restricted cash at beginning of period | 559,026 | 691,644 |
Cash, cash equivalents and restricted cash at end of period | 488,756 | 650,904 |
Supplemental Cash Flow Information | ||
Interest paid | 76,923 | 44,830 |
Income taxes paid (refunded) | (58) | 41 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Accrued but unpaid capital expenditures | 14,822 | 10,273 |
Accrued stock offering costs | 0 | 28 |
Accrued preferred stock offering costs | 21 | 0 |
Common stock purchases accrued but not paid | 0 | 118 |
Non-cash preferred stock dividends | 6 | 0 |
Unsettled proceeds from derivatives | 1,963 | 0 |
Dividends and distributions declared but not paid | 3,193 | 3,103 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 344,935 | 548,592 |
Restricted cash | 143,821 | 102,312 |
Cash, cash equivalents and restricted cash | $ 488,756 | $ 650,904 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
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 United States 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. We currently anticipate 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. Terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and, as the context may require, 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, 2023, we held interests in the following assets: • 100 consolidated hotel properties, which represent 22,316 total rooms; • 79 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”); • 15.1% ownership in OpenKey, Inc. (“OpenKey”) with a carrying value of approximately $2.0 million; • 32.5% ownership in 815 Commerce Managing Member, LLC (“815 Commerce MM”), which is developing the Le Meridien Fort Worth, with a carrying value of approximately $8.5 million; and • an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage (the “Meritage Investment”) in Napa, California, with a carrying value of approximately $8.7 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, 2023, our 100 hotel properties were leased or owned by our wholly-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 Lodging & Hospitality, LLC (“Remington Hotels”), a subsidiary of Ashford Inc., manages 68 of our 100 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, design and construction services, debt placement and related services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, broker-dealer and distribution services and mobile key technology. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 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 2022 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023. 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 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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The following transactions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date Sheraton Ann Arbor Ann Arbor, MI Disposition September 1, 2022 Hilton Marietta Marietta, GA Acquisition December 16, 2022 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 March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) , which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards upon the respective effective dates. There was no material impact as a result of this adoption. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe following tables present our revenue disaggregated by geographical area (dollars in thousands): Three Months Ended March 31, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 10 $ 19,776 $ 4,941 $ 1,490 $ — $ 26,207 Boston, MA Area 2 8,619 935 1,434 — 10,988 Dallas / Ft. Worth, TX Area 7 16,273 5,423 941 — 22,637 Houston, TX Area 3 6,814 2,558 281 — 9,653 Los Angeles, CA Metro Area 6 21,603 4,893 1,036 — 27,532 Miami, FL Metro Area 2 8,630 2,837 206 — 11,673 Minneapolis - St. Paul, MN Area 2 2,395 594 279 — 3,268 Nashville, TN Area 1 13,217 7,344 692 — 21,253 New York / New Jersey Metro Area 6 12,081 4,875 566 — 17,522 Orlando, FL Area 2 6,926 512 491 — 7,929 Philadelphia, PA Area 3 4,562 528 221 — 5,311 San Diego, CA Area 2 4,714 297 317 — 5,328 San Francisco - Oakland, CA Metro Area 7 16,051 2,117 697 — 18,865 Tampa, FL Area 2 9,847 1,983 454 — 12,284 Washington D.C. - MD - VA Area 9 28,020 5,883 1,846 — 35,749 Other Areas 36 72,408 13,240 5,018 — 90,666 Orlando WorldQuest — 1,019 31 313 — 1,363 Corporate — — — — 658 658 Total 100 $ 252,955 $ 58,991 $ 16,282 $ 658 $ 328,886 Three Months Ended March 31, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 13,646 $ 3,121 $ 1,166 $ — $ 17,933 Boston, MA Area 2 5,964 1,138 996 — 8,098 Dallas / Ft. Worth, TX Area 7 12,519 2,623 919 — 16,061 Houston, TX Area 3 5,567 1,558 190 — 7,315 Los Angeles, CA Metro Area 6 17,706 2,660 1,018 — 21,384 Miami, FL Metro Area 2 7,474 2,046 251 — 9,771 Minneapolis - St. Paul, MN Area 2 1,813 510 84 — 2,407 Nashville, TN Area 1 10,896 5,323 966 — 17,185 New York / New Jersey Metro Area 6 8,069 2,446 520 — 11,035 Orlando, FL Area 2 5,817 313 355 — 6,485 Philadelphia, PA Area 3 3,834 342 211 — 4,387 San Diego, CA Area 2 3,661 163 300 — 4,124 San Francisco - Oakland, CA Metro Area 7 10,357 973 615 — 11,945 Tampa, FL Area 2 7,623 1,375 295 — 9,293 Washington D.C. - MD - VA Area 9 16,719 2,850 1,312 — 20,881 Other Areas 36 61,547 8,956 4,815 — 75,318 Orlando WorldQuest — 1,152 48 337 — 1,537 Disposed properties 1 966 315 86 — 1,367 Corporate — — — — 612 612 Total 100 $ 195,330 $ 36,760 $ 14,436 $ 612 $ 247,138 |
Investments in Hotel Properties
Investments in Hotel Properties, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Land $ 622,759 $ 622,759 Buildings and improvements 3,623,737 3,650,464 Furniture, fixtures and equipment 216,440 222,665 Construction in progress 26,773 21,609 Condominium properties 9,887 9,889 Hilton Marietta finance lease 17,269 18,998 Total cost 4,516,865 4,546,384 Accumulated depreciation (1,417,260) (1,428,053) Investments in hotel properties, net $ 3,099,605 $ 3,118,331 |
Hotel Disposition and Impairmen
Hotel Disposition and Impairment Charges | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Disposition and Impairment Charges | Hotel Disposition and Impairment ChargesHotel Dispositions The results of operations for disposed hotel properties are included in net income (loss) through the date of disposition. See note 2 for the fiscal year 2022 hotel property disposition. The following table includes condensed financial information from the hotel property disposition that occurred in 2022 for the three months ended March 31, 2022 (in thousands): Three Months Ended March 31, 2022 Total hotel revenue $ 1,367 Total hotel operating expenses (1,352) Property taxes, insurance and other (149) Depreciation and amortization (610) Operating income (loss) (744) Interest expense and amortization of discounts and loan costs (354) Income (loss) before income taxes (1,098) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership 7 Net income (loss) before income taxes attributable to the Company $ (1,091) |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | Investments in Unconsolidated Entities OpenKey, which is controlled and consolidated by Ashford Inc., is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. Our investment is recorded as a component of “investment in unconsolidated entities” 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, 2023, the Company has made investments in OpenKey totaling approximately $5.5 million. As of March 31, 2023, the Company held an investment in 815 Commerce MM of approximately $8.5 million, which is developing the Le Meridien Fort Worth. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheet 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. In November 2022, the Company made an initial investment of $9.1 million in an entity that owns the Meritage Investment in Napa, CA. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance The following table summarizes our carrying value and ownership interest in unconsolidated entities: March 31, 2023 December 31, 2022 Carrying value of the investment in OpenKey (in thousands) $ 1,953 $ 2,103 Ownership interest in OpenKey 15.1 % 15.1 % Carrying value of the investment in 815 Commerce MM (in thousands) $ 8,482 $ 8,482 Ownership interest in 815 Commerce MM 32.5 % 32.5 % Carrying value of the Meritage Investment (in thousands) $ 8,745 $ 8,991 The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands): Three Months Ended March 31, 2023 2022 OpenKey $ (150) $ (153) 815 Commerce MM — — Meritage Investment (246) — $ (396) $ (153) |
Indebtedness, net
Indebtedness, net | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness consisted of the following (in thousands): March 31, 2023 December 31, 2022 Indebtedness Collateral Maturity Interest Rate Debt Balance Debt Balance Mortgage loan (3) 19 hotels April 2023 LIBOR (1) + 3.20% $ 907,030 $ 907,030 Mortgage loan 1 hotel June 2023 LIBOR (1) + 2.45% 73,450 73,450 Mortgage loan (4) 7 hotels June 2023 LIBOR (1) + 3.65% 180,720 180,720 Mortgage loan (4) 7 hotels June 2023 LIBOR (1) + 3.39% 174,400 174,400 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 3.73% 221,040 221,040 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 4.02% 262,640 262,640 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 2.73% 160,000 160,000 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 3.68% 215,120 215,120 Mortgage loan (5) 17 hotels November 2023 LIBOR (1) + 3.13% 415,000 415,000 Mortgage loan (6) 1 hotel November 2023 SOFR (2) + 2.80% 25,000 25,000 Mortgage loan (7) 1 hotel December 2023 SOFR (2) + 2.85% 15,252 15,290 Mortgage loan 1 hotel January 2024 5.49% 6,307 6,345 Mortgage loan 1 hotel January 2024 5.49% 9,204 9,261 Term loan (8) Equity January 2024 14.00% 195,959 195,959 Mortgage loan (9) 8 hotels February 2024 LIBOR (1) + 3.17% 345,000 395,000 Mortgage loan (10) 2 hotels March 2024 LIBOR (1) + 2.75% 240,000 240,000 Mortgage loan 1 hotel May 2024 4.99% 5,755 5,819 Mortgage loan (11) 1 hotel June 2024 SOFR (2) + 2.00% 8,881 8,881 Mortgage loan 2 hotels August 2024 4.85% 11,109 11,172 Mortgage loan 3 hotels August 2024 4.90% 22,224 22,349 Mortgage loan (12) 1 hotel November 2024 LIBOR (1) + 4.65% 86,000 85,552 Mortgage loan (13) 1 hotel December 2024 SOFR (2) + 4.00% 37,000 37,000 Mortgage loan 3 hotels February 2025 4.45% 46,609 46,918 Mortgage loan 1 hotel March 2025 4.66% 23,179 23,326 Mortgage loan (14) 1 hotel August 2025 SOFR (2) + 3.91% 98,000 98,000 $ 3,784,879 $ 3,835,272 Premiums (discounts), net (16,075) (20,249) Capitalized default interest and late charges 5,263 8,363 Deferred loan costs, net (12,623) (8,530) Embedded debt derivative 24,621 23,687 Indebtedness, net $ 3,786,065 $ 3,838,543 _____________________________ (1) LIBOR rates were 4.858% and 4.390% at March 31, 2023 and December 31, 2022, respectively. (2) SOFR rates were 4.800% and 4.358% at March 31, 2023 at December 31, 2022, respectively. (3) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in April 2023. In accordance with exercising the fourth one-year extension option, we repaid $45.0 million of principal and the variable interest rate increased from LIBOR + 3.20% to LIBOR + 3.47%. (4) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in June 2022. (5) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in November 2022. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in November 2022. (7) This loan has two one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in December 2022. (8) This term loan has two one-year extension options, subject to satisfaction of certain conditions. Effective January 15, 2023, the interest rate decreased from 16% to 14% in accordance with the terms and conditions of the loan agreement. (9) On February 9, 2023, we amended this mortgage loan. Terms of the amendment included a principal pay down of $50.0 million, and the variable interest rate increased from LIBOR + 3.07% to LIBOR + 3.17%. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in February 2023. (10) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in March 2023. (11) This mortgage loan has a SOFR floor of 2.00%. (12) On January 27, 2023, we drew the remaining $449,000 of the $2.0 million additional funding available to replenish restricted cash balances in accordance with the terms of the mortgage loan. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (13) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 0.50%. (14) This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. We recognized net premium (discount) amortization as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2023 2022 Interest expense and amortization of discounts and loan costs $ (4,173) $ (2,698) The amortization of the net premium (discount) is computed using a method that approximates the effective interest method. We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield targets. If we violate covenants in our debt agreements, 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, 2023, we were in compliance with all covenants related to mortgage loans. We were also in compliance with all covenants under the senior secured term loan facility with Oaktree Capital Management L.P. (“Oaktree”) (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, 2023 | |
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, 2023 December 31, 2022 Certificate of Occupancy Note (1) (3) Face amount 7.0 % $ 5,250 $ 5,250 Discount (2) (99) (188) Notes receivable, net $ 5,151 $ 5,062 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest is due and payable on or before July 9, 2025. (2) The discount represents the imputed interest during the interest-free period. Interest begins accruing on July 9, 2023. (3) The note receivable is 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, 2023 and 2022. We recognized discount amortization income as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2023 2022 Other income (expense) $ 89 $ 82 On September 1, 2022, the Company sold the Sheraton Ann Arbor. See note 5. Under the purchase and sale agreement, $1.5 million of the sales price is deferred, interest free, until the last day of the 24th month following the closing date (September 30, 2024). The components of the receivable, which is included in “other assets” in the consolidated balance sheet, are summarized below (dollars in thousands): Imputed Interest Rate March 31, 2023 December 31, 2022 Deferred Receivable Face amount 10.0 % $ 1,500 $ 1,500 Discount (1) (208) (240) $ 1,292 $ 1,260 _______________ (1) The discount represents the imputed interest during the interest-free period. We recognized discount amortization income as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2023 Other income (expense) $ 32 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 3 Months Ended |
Mar. 31, 2023 | |
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, which include interest rate caps. To mitigate 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. Payments from counterparties on in-the-money interest rate caps are recognized as realized gains on our consolidated statements of operations. The following table presents a summary of our interest rate derivatives entered into over each applicable period: Three Months Ended March 31, 2023 2022 Interest rate caps: Notional amount (in thousands) $ 585,000 (1) $ 1,586,281 (1) Strike rate low end of range 4.00 % 3.00 % Strike rate high end of range 6.90 % 4.00 % Effective date range February 2023 - March 2023 January 2022 - March 2022 Termination date range February 2024 - March 2024 January 2023 - April 2024 Total cost (in thousands) $ 4,174 $ 857 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: March 31, 2023 December 31, 2022 Interest rate caps: Notional amount (in thousands) $ 3,462,941 (1) $ 3,549,941 (1) Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 6.90 % 5.50 % Termination date range April 2023 - January 2025 January 2023 - January 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 3,455,652 $ 3,505,242 _______________ (1) These instruments were not designated as cash flow hedges. Compound Embedded Debt Derivative —Based on certain provisions in the Oaktree Credit Agreement, the Company is required to pay an exit fee. Under the applicable accounting guidance, the exit fee is considered an embedded derivative liability that meets the criteria for bifurcation from the debt host. There were other features that were bifurcated, but did not have a material value. The embedded debt derivative was initially measured at fair value and the fair value of the embedded debt derivative is estimated at each reporting period. See note 10. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 marketplace as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR/SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when 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, 2023, the LIBOR/SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 4.858% to 3.125% 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. The compound embedded 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 Oaktree 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, 2023 reporting date. The risk neutral model is designed to utilize market data and the Company’s best estimate 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; and • 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, 2023. The following table includes a summary of the compound embedded derivative liabilities measured at fair value using significant unobservable (Level 3) inputs (in thousands): Fair Value Balance at December 31, 2021 $ 27,906 Re-measurement of fair value (932) Balance at March 31, 2022 26,974 Re-measurement of fair value (2,977) Balance at June 30, 2022 23,997 Re-measurement of fair value (719) Balance at September 30, 2022 23,278 Re-measurement of fair value 409 Balance at December 31, 2022 23,687 Re-measurement of fair value 934 Balance at March 31, 2023 $ 24,621 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) Total March 31, 2023: Assets Derivative assets: Interest rate derivatives - caps $ — $ 37,348 $ — $ 37,348 (1) Total $ — $ 37,348 $ — $ 37,348 Liabilities Embedded debt derivative $ — $ — $ (24,621) $ (24,621) (2) Net $ — $ 37,348 $ (24,621) $ 12,727 December 31, 2022: Assets Derivative assets: Interest rate derivatives - caps $ — $ 47,182 $ — $ 47,182 (1) Total $ — $ 47,182 $ — $ 47,182 Liabilities Embedded debt derivative $ — $ — $ (23,687) $ (23,687) (2) Net $ — $ 47,182 $ (23,687) $ 23,495 ____________________________________ (1) Reported net as “derivative assets” in our consolidated balance sheets. (2) Reported in “indebtedness, net” in our consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2023 2022 Assets Derivative assets: Interest rate derivatives - caps $ (4,481) $ 2,279 Total $ (4,481) $ 2,279 Liabilities Derivative liabilities: Embedded debt derivative $ (934) $ 932 Net $ (5,415) $ 3,211 Total combined Interest rate derivatives - caps $ (14,008) $ 2,279 Embedded debt derivative (934) 932 Unrealized gain (loss) on derivatives (14,942) (1) 3,211 (1) Realized gain (loss) on interest rate caps 9,527 (1) (2) — Net $ (5,415) $ 3,211 ____________________________________ (1) Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Represents settled and unsettled payments from counterparties on interest rate caps. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Derivative assets $ 37,348 $ 37,348 $ 47,182 $ 47,182 Financial liabilities measured at fair value: Embedded debt derivative $ 24,621 $ 24,621 $ 23,687 $ 23,687 Financial assets not measured at fair value: Cash and cash equivalents $ 344,935 $ 344,935 $ 417,064 $ 417,064 Restricted cash 143,821 143,821 141,962 141,962 Accounts receivable, net 62,049 62,049 49,809 49,809 Notes receivable, net 5,151 4,893 to 5,408 5,062 4,809 to 5,315 Due from Ashford Inc., net — — 486 486 Due from related parties, net 3,353 3,353 6,570 6,570 Due from third-party hotel managers 20,596 20,596 22,462 22,462 Financial liabilities not measured at fair value: Indebtedness $ 3,768,804 $3,465,530 to $3,830,320 $ 3,815,023 $3,500,635 to $3,869,122 Accounts payable and accrued expenses 127,892 127,892 115,970 115,970 Accrued interest payable 14,306 14,306 15,287 15,287 Dividends and distributions payable 3,193 3,193 3,118 3,118 Due to Ashford Inc., net 6,480 6,480 — — Due to third-party hotel managers 1,701 1,701 1,319 1,319 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 $5.2 million at March 31, 2023 and approximately 95.0% to 105.0% of the carrying value of $5.1 million at December 31, 2022. This is considered a Level 2 valuation technique. 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 92.0% to 101.6% of the carrying value of $3.8 billion at March 31, 2023 and approximately 91.8% to 101.4% of the carrying value of $3.8 billion at December 31, 2022. These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (60,922) $ (55,430) Less: dividends on preferred stock (3,243) (3,103) Less: deemed dividends on redeemable preferred stock (407) — Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (64,572) $ (58,533) Weighted average common shares outstanding: Weighted average shares outstanding - basic and diluted 34,381 34,269 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.88) $ (1.71) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.88) $ (1.71) 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, 2023 2022 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (600) $ (372) Dividends on preferred stock - Series J (inclusive of deemed dividends) 513 — Dividends on preferred stock - Series K (inclusive of deemed dividends) 34 — Total $ (53) $ (372) Weighted average diluted shares are not adjusted for: Effect of assumed conversion of operating partnership units 335 236 Effect of assumed issuance of shares for term loan exit fee 1,745 1,745 Effect of assumed conversion of preferred stock - Series J 1,459 — Effect of assumed conversion of preferred stock - Series K 62 — Total 3,601 1,981 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 3 Months Ended |
Mar. 31, 2023 | |
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 of three years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of 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. With respect to the 2021, 2022 and 2023 award agreements, the criteria for the Performance LTIP units are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the applicable measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of performance grants earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of Performance LTIP Units to be earned based on the applicable performance conditions is upon the final vesting date. The initial calculation of the Performance LTIP units earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation of the number of performance awards earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount. As of March 31, 2023, there were approximately 1.6 million Performance LTIP units outstanding, representing 250% of the target number granted for the 2021, 2022 and 2023 grants. As of March 31, 2023, we have issued a total of approximately 1.9 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units other than approximately 1.5 million Performance LTIP units and 12,000 LTIP units have reached full economic parity with, and are convertible into, common units upon vesting. The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage: March 31, 2023 December 31, 2022 Redeemable noncontrolling interests in Ashford Trust OP (in thousands) $ 21,617 $ 21,550 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) $ 184,801 $ 184,625 Ownership percentage of operating partnership 0.92 % 0.91 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands): Three Months Ended March 31, 2023 2022 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 600 $ 372 |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 or 2022. 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. 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. With respect to the 2021, 2022 and 2023 award agreements, the criteria for the PSUs are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the corresponding measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of PSUs earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of PSUs to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of PSUs earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation for the number of PSUs earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount. Preferred Dividends —The board of directors declared quarterly dividends per share as presented below: Three Months Ended March 31, 2023 2022 8.45% Series D Cumulative Preferred Stock $ 0.5281 $ 0.5281 7.375% Series F Cumulative Preferred Stock 0.4609 0.4609 7.375% Series G Cumulative Preferred Stock 0.4609 0.4609 7.50% Series H Cumulative Preferred Stock 0.4688 0.4688 7.50% Series I Cumulative Preferred Stock 0.4688 0.4688 Stock Repurchases —On April 6, 2022 the board of directors approved a stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors authorized in December 2017. No shares of our common stock or preferred stock were repurchased subject to the repurchase program during the three months ended March 31, 2023 and 2022, respectively. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock Series J Redeemable Preferred Stock The Company enters into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series J Redeemable Preferred Stock (the “Series J Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”). The Series J Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series K Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Holders of the Series J Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series J Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, the number of directors then constituting the board shall be increased by two and the holders of such shares of Series J Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series J Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series J Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control. The redemption fee shall be an amount equal to: • 8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series J Preferred Stock to be redeemed; • 5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed; and • 0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed. The Series J Preferred Stock accrues cash dividends at an annual rate equal to 8.0% per annum of the Stated Value beginning on the date of the first settlement of the Series J Preferred Stock. Dividends are payable on a monthly basis and payable in arrears on the 15th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series J Preferred Stock dividend distributions automatically reinvested in additional shares of the Series J Preferred Stock at a price of $25.00 per share. The issuance activity of the Series J Preferred Stock is summarized below (in thousands): Three Months Ended March 31, 2023 Series J Preferred Stock shares issued (1) 415 Net proceeds $ 9,326 ________ (1) Exclusive of shares issued under the DRIP. The Series J Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series J Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series J Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period. The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands): March 31, 2023 December 31, 2022 Series J Preferred Stock $ 11,543 $ 2,004 Cumulative adjustments to Series J Preferred Stock (1) $ 1,306 $ 926 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2023 Series J Preferred Stock $ 133 Series K Redeemable Preferred Stock The Company enters into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series K Redeemable Preferred Stock (the “Series K Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20.0 million shares of Series K Preferred Stock or Series J Preferred Stock in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series K Preferred Stock or Series J Preferred Stock pursuant to the DRIP at the Stated Value. The Series K Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Holders of the Series K Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series K Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, the number of directors then constituting the board shall be increased by two and the holders of such shares of Series K Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series K Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series K Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control. The redemption fee shall be an amount equal to: • 1.5% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series K Preferred Stock to be redeemed; and • 0% of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series K Preferred Stock to be redeemed. Holders of Series K Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series K Preferred Stock and on each one-year anniversary thereafter for such share of Series K Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series K Preferred Stock shall not exceed 8.7% per annum of the Stated Value. Dividends are payable on a monthly basis in arrears on the 15th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series K Preferred Stock dividend distributions automatically reinvested in additional shares of the Series K Preferred Stock at a price of $25.00 per share. The issuance activity of the Series K Preferred Stock is summarized below (in thousands): Three Months Ended March 31, 2023 Series K Preferred Stock shares issued (1) 32 Net proceeds $ 787 ________ (1) Exclusive of shares issued under the DRIP. The Series K Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series K Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series K Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period. The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands): March 31, 2023 December 31, 2022 Series K Preferred Stock $ 843 $ 44 Cumulative adjustments to Series K Preferred Stock (1) $ 47 $ 20 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2023 Series K Preferred Stock $ 7 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. prior month during which the advisory agreement was in effect; provided, however in no event shall the Base Fee for any month be less than the Minimum Base Fee as provided by the advisory agreement. The Company shall pay the Base Fee or the Minimum Base Fee on the fifth business day of each month. The Minimum Base Fee for Ashford Trust for each quarter beginning January 1, 2021 is equal to the greater of: (i) ninety percent (90%) of the base fee paid for the same month in the prior fiscal year and (ii) 1/12th of the G&A Ratio (as defined in the advisory agreement) for the most recently completed fiscal quarter multiplied by the Company’s Total Market Capitalization. We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). In each year that the Company’s total shareholder return exceeds the average total shareholder return for the peer group, the Company shall pay to Ashford LLC an incentive fee. The incentive fee, if any, subject to the Fixed Coverage Charge Ratio Condition (as defined in the advisory agreement), shall be payable in arrears in three equal annual installments. 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 officers and employees of Ashford LLC in connection with providing advisory services. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2023 2022 Advisory services fee Base advisory fee $ 8,469 $ 8,735 Reimbursable expenses (1) 3,227 2,571 Equity-based compensation (2) 1,290 1,929 Incentive fee — 151 Total advisory services fee $ 12,986 $ 13,386 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards. (2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. 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 Hotels & Resorts Inc. (“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. 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. On September 27, 2022, an agreement was entered into by Ashford Inc., Ashford Trust and Braemar pursuant to which the Advisor is to implement the REITs' cash management strategies. This will include actively managing the REITs excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is 20 bps of the average daily balance of the funds managed by the advisor and is payable monthly in arrears. employee costs between us and our advisor and (ii) permits our board of directors to issue annual equity awards in the Company or Ashford Trust OP to employees and other representatives of our advisor based on achievement by the Company of certain financial or other objectives or otherwise as our board of directors sees fit. Pursuant to the 2022 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS and the Advisor waived the operation of any provision in the advisory agreement that would otherwise have limited our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2022 cash incentive compensation to employees and other representatives of our advisor; provided that such awarded cash incentive compensation does not exceed $8.5 million, in the aggregate, during the waiver period. On March 2, 2023, we entered into a second Limited Waiver Under Advisory Agreement (the “2023 Limited Waiver”) with Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC. Pursuant to the 2023 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS and the Advisor waived the operation of any provision in the advisory agreement that would otherwise limit our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2023 cash incentive compensation to employees and other representatives of our advisor; provided that such awarded cash incentive compensation does not exceed $13.1 million, in the aggregate, during the waiver period. Lismore On March 20, 2020, Lismore Capital II 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 (as amended and restated on July 1, 2020, the “Lismore Agreement”). The Lismore Agreement expired on April 6, 2022. For the three months ended March 31, 2022, the Company recognized expense of $643,000, which is included in “write off of premium, loan costs and exit fees.” We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications on our behalf. During the three months ended March 31, 2023 and 2022, we made payments of $395,000 and $0, respectively to Lismore. Ashford Securities On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate preferred equity offerings raised, or June 10, 2023, there will be a true up (the “Amended and Restated True-up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual amount contributed by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-up Ratio”). On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 45% to Ashford Trust, 45% to Braemar and 10% to Ashford Inc. On February 1, 2023, Ashford Trust entered into a Third Amended and Restated Contribution Agreement with Ashford Inc. and Braemar. The Third Amended and Restated Contribution Agreement states that after the Amended and Restated True-Up Date occurs, capital contributions for the remainder of fiscal year 2023 will be divided between each Party based on the Initial True-Up Ratio. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 10, 2019 (the resulting ratio of capital contributions among the Company, Ashford Inc. and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year. During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. As of December 31, 2022, Ashford Trust had funded approximately $6.2 million of which $126,000 of the pre-funded amount was included in “other assets” and $5.9 million was included in “due from Ashford Inc., net” on our consolidated balance sheet. In March 2023, Ashford Inc. paid $6.1 million to Ashford Trust as a result of the contribution true-up between the entities described above. As of March 31, 2023, Ashford Trust has funded approximately $136,000 and has a $193,000 payable that is included in “due to Ashford Inc., net” on our consolidated balance sheet. 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 2023 2022 Corporate, general and administrative $ 119 $ 527 Design and Construction Services Premier Project Management LLC (“Premier”), as a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) 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. Hotel Management Services At March 31, 2023, Remington Hotels managed 68 of our 100 hotel properties and the WorldQuest condominium properties. We pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at March 31, 2023, escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow generally 4% to 6% of gross revenues for capital improvements. From time to time, the Company may work 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, 2023, 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 2024 and 2047. When a franchise term expires, the franchisor has no obligation to renew the franchise. 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 2023 2022 Other hotel expenses $ 15,612 $ 11,612 Management Fees —Under hotel management agreements for our hotel properties existing at March 31, 2023, we pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2025 through 2038, with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2018 through 2022 remain subject to potential examination by certain federal and state taxing authorities. Litigation —On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. The opt out period has been extended until such time that discovery has concluded. 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, 2023, no amounts have been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disability Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingWe operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer 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, 2023 and December 31, 2022, all of our hotel properties were domestically located. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 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 2022 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023. 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 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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. |
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 March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) , which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards upon the respective effective dates. There was no material impact as a result of this adoption. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Acquisitions and Dispositions that Affect Comparability | The following transactions affect reporting comparability of our consolidated financial statements: Hotel Property Location Type Date Sheraton Ann Arbor Ann Arbor, MI Disposition September 1, 2022 Hilton Marietta Marietta, GA Acquisition December 16, 2022 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical area (dollars in thousands): Three Months Ended March 31, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 10 $ 19,776 $ 4,941 $ 1,490 $ — $ 26,207 Boston, MA Area 2 8,619 935 1,434 — 10,988 Dallas / Ft. Worth, TX Area 7 16,273 5,423 941 — 22,637 Houston, TX Area 3 6,814 2,558 281 — 9,653 Los Angeles, CA Metro Area 6 21,603 4,893 1,036 — 27,532 Miami, FL Metro Area 2 8,630 2,837 206 — 11,673 Minneapolis - St. Paul, MN Area 2 2,395 594 279 — 3,268 Nashville, TN Area 1 13,217 7,344 692 — 21,253 New York / New Jersey Metro Area 6 12,081 4,875 566 — 17,522 Orlando, FL Area 2 6,926 512 491 — 7,929 Philadelphia, PA Area 3 4,562 528 221 — 5,311 San Diego, CA Area 2 4,714 297 317 — 5,328 San Francisco - Oakland, CA Metro Area 7 16,051 2,117 697 — 18,865 Tampa, FL Area 2 9,847 1,983 454 — 12,284 Washington D.C. - MD - VA Area 9 28,020 5,883 1,846 — 35,749 Other Areas 36 72,408 13,240 5,018 — 90,666 Orlando WorldQuest — 1,019 31 313 — 1,363 Corporate — — — — 658 658 Total 100 $ 252,955 $ 58,991 $ 16,282 $ 658 $ 328,886 Three Months Ended March 31, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 9 $ 13,646 $ 3,121 $ 1,166 $ — $ 17,933 Boston, MA Area 2 5,964 1,138 996 — 8,098 Dallas / Ft. Worth, TX Area 7 12,519 2,623 919 — 16,061 Houston, TX Area 3 5,567 1,558 190 — 7,315 Los Angeles, CA Metro Area 6 17,706 2,660 1,018 — 21,384 Miami, FL Metro Area 2 7,474 2,046 251 — 9,771 Minneapolis - St. Paul, MN Area 2 1,813 510 84 — 2,407 Nashville, TN Area 1 10,896 5,323 966 — 17,185 New York / New Jersey Metro Area 6 8,069 2,446 520 — 11,035 Orlando, FL Area 2 5,817 313 355 — 6,485 Philadelphia, PA Area 3 3,834 342 211 — 4,387 San Diego, CA Area 2 3,661 163 300 — 4,124 San Francisco - Oakland, CA Metro Area 7 10,357 973 615 — 11,945 Tampa, FL Area 2 7,623 1,375 295 — 9,293 Washington D.C. - MD - VA Area 9 16,719 2,850 1,312 — 20,881 Other Areas 36 61,547 8,956 4,815 — 75,318 Orlando WorldQuest — 1,152 48 337 — 1,537 Disposed properties 1 966 315 86 — 1,367 Corporate — — — — 612 612 Total 100 $ 195,330 $ 36,760 $ 14,436 $ 612 $ 247,138 |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Land $ 622,759 $ 622,759 Buildings and improvements 3,623,737 3,650,464 Furniture, fixtures and equipment 216,440 222,665 Construction in progress 26,773 21,609 Condominium properties 9,887 9,889 Hilton Marietta finance lease 17,269 18,998 Total cost 4,516,865 4,546,384 Accumulated depreciation (1,417,260) (1,428,053) Investments in hotel properties, net $ 3,099,605 $ 3,118,331 |
Hotel Disposition and Impairm_2
Hotel Disposition and Impairment Charges (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Hotel Dispositions and Assets Held for Sale | The following table includes condensed financial information from the hotel property disposition that occurred in 2022 for the three months ended March 31, 2022 (in thousands): Three Months Ended March 31, 2022 Total hotel revenue $ 1,367 Total hotel operating expenses (1,352) Property taxes, insurance and other (149) Depreciation and amortization (610) Operating income (loss) (744) Interest expense and amortization of discounts and loan costs (354) Income (loss) before income taxes (1,098) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership 7 Net income (loss) before income taxes attributable to the Company $ (1,091) |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes our carrying value and ownership interest in unconsolidated entities: March 31, 2023 December 31, 2022 Carrying value of the investment in OpenKey (in thousands) $ 1,953 $ 2,103 Ownership interest in OpenKey 15.1 % 15.1 % Carrying value of the investment in 815 Commerce MM (in thousands) $ 8,482 $ 8,482 Ownership interest in 815 Commerce MM 32.5 % 32.5 % Carrying value of the Meritage Investment (in thousands) $ 8,745 $ 8,991 The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands): Three Months Ended March 31, 2023 2022 OpenKey $ (150) $ (153) 815 Commerce MM — — Meritage Investment (246) — $ (396) $ (153) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Indebtedness | Indebtedness consisted of the following (in thousands): March 31, 2023 December 31, 2022 Indebtedness Collateral Maturity Interest Rate Debt Balance Debt Balance Mortgage loan (3) 19 hotels April 2023 LIBOR (1) + 3.20% $ 907,030 $ 907,030 Mortgage loan 1 hotel June 2023 LIBOR (1) + 2.45% 73,450 73,450 Mortgage loan (4) 7 hotels June 2023 LIBOR (1) + 3.65% 180,720 180,720 Mortgage loan (4) 7 hotels June 2023 LIBOR (1) + 3.39% 174,400 174,400 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 3.73% 221,040 221,040 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 4.02% 262,640 262,640 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 2.73% 160,000 160,000 Mortgage loan (4) 5 hotels June 2023 LIBOR (1) + 3.68% 215,120 215,120 Mortgage loan (5) 17 hotels November 2023 LIBOR (1) + 3.13% 415,000 415,000 Mortgage loan (6) 1 hotel November 2023 SOFR (2) + 2.80% 25,000 25,000 Mortgage loan (7) 1 hotel December 2023 SOFR (2) + 2.85% 15,252 15,290 Mortgage loan 1 hotel January 2024 5.49% 6,307 6,345 Mortgage loan 1 hotel January 2024 5.49% 9,204 9,261 Term loan (8) Equity January 2024 14.00% 195,959 195,959 Mortgage loan (9) 8 hotels February 2024 LIBOR (1) + 3.17% 345,000 395,000 Mortgage loan (10) 2 hotels March 2024 LIBOR (1) + 2.75% 240,000 240,000 Mortgage loan 1 hotel May 2024 4.99% 5,755 5,819 Mortgage loan (11) 1 hotel June 2024 SOFR (2) + 2.00% 8,881 8,881 Mortgage loan 2 hotels August 2024 4.85% 11,109 11,172 Mortgage loan 3 hotels August 2024 4.90% 22,224 22,349 Mortgage loan (12) 1 hotel November 2024 LIBOR (1) + 4.65% 86,000 85,552 Mortgage loan (13) 1 hotel December 2024 SOFR (2) + 4.00% 37,000 37,000 Mortgage loan 3 hotels February 2025 4.45% 46,609 46,918 Mortgage loan 1 hotel March 2025 4.66% 23,179 23,326 Mortgage loan (14) 1 hotel August 2025 SOFR (2) + 3.91% 98,000 98,000 $ 3,784,879 $ 3,835,272 Premiums (discounts), net (16,075) (20,249) Capitalized default interest and late charges 5,263 8,363 Deferred loan costs, net (12,623) (8,530) Embedded debt derivative 24,621 23,687 Indebtedness, net $ 3,786,065 $ 3,838,543 _____________________________ (1) LIBOR rates were 4.858% and 4.390% at March 31, 2023 and December 31, 2022, respectively. (2) SOFR rates were 4.800% and 4.358% at March 31, 2023 at December 31, 2022, respectively. (3) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in April 2023. In accordance with exercising the fourth one-year extension option, we repaid $45.0 million of principal and the variable interest rate increased from LIBOR + 3.20% to LIBOR + 3.47%. (4) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in June 2022. (5) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in November 2022. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in November 2022. (7) This loan has two one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in December 2022. (8) This term loan has two one-year extension options, subject to satisfaction of certain conditions. Effective January 15, 2023, the interest rate decreased from 16% to 14% in accordance with the terms and conditions of the loan agreement. (9) On February 9, 2023, we amended this mortgage loan. Terms of the amendment included a principal pay down of $50.0 million, and the variable interest rate increased from LIBOR + 3.07% to LIBOR + 3.17%. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in February 2023. (10) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in March 2023. (11) This mortgage loan has a SOFR floor of 2.00%. (12) On January 27, 2023, we drew the remaining $449,000 of the $2.0 million additional funding available to replenish restricted cash balances in accordance with the terms of the mortgage loan. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (13) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 0.50%. (14) This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. |
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 2023 2022 Interest expense and amortization of discounts and loan costs $ (4,173) $ (2,698) |
Notes Receivable, Net and Oth_2
Notes Receivable, Net and Other (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts and Notes Receivable | Notes receivable, net are summarized in the table below (dollars in thousands): Interest Rate March 31, 2023 December 31, 2022 Certificate of Occupancy Note (1) (3) Face amount 7.0 % $ 5,250 $ 5,250 Discount (2) (99) (188) Notes receivable, net $ 5,151 $ 5,062 ____________________________________ (1) The outstanding principal balance and all accrued and unpaid interest is due and payable on or before July 9, 2025. (2) The discount represents the imputed interest during the interest-free period. Interest begins accruing on July 9, 2023. (3) The note receivable is secured by the 1.65-acre land parcel adjacent to the Hilton St. Petersburg Bayfront. Imputed Interest Rate March 31, 2023 December 31, 2022 Deferred Receivable Face amount 10.0 % $ 1,500 $ 1,500 Discount (1) (208) (240) $ 1,292 $ 1,260 _______________ (1) The discount represents the imputed interest during the interest-free period. |
Schedule of Other Income (Expense) | We recognized discount amortization income as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2023 2022 Other income (expense) $ 89 $ 82 We recognized discount amortization income as presented in the table below (in thousands): Three Months Ended March 31, Line Item 2023 Other income (expense) $ 32 |
Derivative Instruments and He_2
Derivative Instruments and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Interest rate caps: Notional amount (in thousands) $ 585,000 (1) $ 1,586,281 (1) Strike rate low end of range 4.00 % 3.00 % Strike rate high end of range 6.90 % 4.00 % Effective date range February 2023 - March 2023 January 2022 - March 2022 Termination date range February 2024 - March 2024 January 2023 - April 2024 Total cost (in thousands) $ 4,174 $ 857 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: March 31, 2023 December 31, 2022 Interest rate caps: Notional amount (in thousands) $ 3,462,941 (1) $ 3,549,941 (1) Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 6.90 % 5.50 % Termination date range April 2023 - January 2025 January 2023 - January 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 3,455,652 $ 3,505,242 _______________ (1) These instruments were not designated as cash flow hedges. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Derivative Liabilities Measured at Fair Value | The following table includes a summary of the compound embedded derivative liabilities measured at fair value using significant unobservable (Level 3) inputs (in thousands): Fair Value Balance at December 31, 2021 $ 27,906 Re-measurement of fair value (932) Balance at March 31, 2022 26,974 Re-measurement of fair value (2,977) Balance at June 30, 2022 23,997 Re-measurement of fair value (719) Balance at September 30, 2022 23,278 Re-measurement of fair value 409 Balance at December 31, 2022 23,687 Re-measurement of fair value 934 Balance at March 31, 2023 $ 24,621 |
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) Total March 31, 2023: Assets Derivative assets: Interest rate derivatives - caps $ — $ 37,348 $ — $ 37,348 (1) Total $ — $ 37,348 $ — $ 37,348 Liabilities Embedded debt derivative $ — $ — $ (24,621) $ (24,621) (2) Net $ — $ 37,348 $ (24,621) $ 12,727 December 31, 2022: Assets Derivative assets: Interest rate derivatives - caps $ — $ 47,182 $ — $ 47,182 (1) Total $ — $ 47,182 $ — $ 47,182 Liabilities Embedded debt derivative $ — $ — $ (23,687) $ (23,687) (2) Net $ — $ 47,182 $ (23,687) $ 23,495 ____________________________________ (1) Reported net as “derivative assets” in our consolidated balance sheets. (2) Reported in “indebtedness, net” in our consolidated balance sheets. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2023 2022 Assets Derivative assets: Interest rate derivatives - caps $ (4,481) $ 2,279 Total $ (4,481) $ 2,279 Liabilities Derivative liabilities: Embedded debt derivative $ (934) $ 932 Net $ (5,415) $ 3,211 Total combined Interest rate derivatives - caps $ (14,008) $ 2,279 Embedded debt derivative (934) 932 Unrealized gain (loss) on derivatives (14,942) (1) 3,211 (1) Realized gain (loss) on interest rate caps 9,527 (1) (2) — Net $ (5,415) $ 3,211 ____________________________________ (1) Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Represents settled and unsettled payments from counterparties on interest rate caps. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Derivative assets $ 37,348 $ 37,348 $ 47,182 $ 47,182 Financial liabilities measured at fair value: Embedded debt derivative $ 24,621 $ 24,621 $ 23,687 $ 23,687 Financial assets not measured at fair value: Cash and cash equivalents $ 344,935 $ 344,935 $ 417,064 $ 417,064 Restricted cash 143,821 143,821 141,962 141,962 Accounts receivable, net 62,049 62,049 49,809 49,809 Notes receivable, net 5,151 4,893 to 5,408 5,062 4,809 to 5,315 Due from Ashford Inc., net — — 486 486 Due from related parties, net 3,353 3,353 6,570 6,570 Due from third-party hotel managers 20,596 20,596 22,462 22,462 Financial liabilities not measured at fair value: Indebtedness $ 3,768,804 $3,465,530 to $3,830,320 $ 3,815,023 $3,500,635 to $3,869,122 Accounts payable and accrued expenses 127,892 127,892 115,970 115,970 Accrued interest payable 14,306 14,306 15,287 15,287 Dividends and distributions payable 3,193 3,193 3,118 3,118 Due to Ashford Inc., net 6,480 6,480 — — Due to third-party hotel managers 1,701 1,701 1,319 1,319 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts): Three Months Ended March 31, 2023 2022 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ (60,922) $ (55,430) Less: dividends on preferred stock (3,243) (3,103) Less: deemed dividends on redeemable preferred stock (407) — Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted $ (64,572) $ (58,533) Weighted average common shares outstanding: Weighted average shares outstanding - basic and diluted 34,381 34,269 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.88) $ (1.71) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (1.88) $ (1.71) |
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, 2023 2022 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (600) $ (372) Dividends on preferred stock - Series J (inclusive of deemed dividends) 513 — Dividends on preferred stock - Series K (inclusive of deemed dividends) 34 — Total $ (53) $ (372) Weighted average diluted shares are not adjusted for: Effect of assumed conversion of operating partnership units 335 236 Effect of assumed issuance of shares for term loan exit fee 1,745 1,745 Effect of assumed conversion of preferred stock - Series J 1,459 — Effect of assumed conversion of preferred stock - Series K 62 — Total 3,601 1,981 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedules of Redeemable Noncontrolling Interest | The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage: March 31, 2023 December 31, 2022 Redeemable noncontrolling interests in Ashford Trust OP (in thousands) $ 21,617 $ 21,550 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) $ 184,801 $ 184,625 Ownership percentage of operating partnership 0.92 % 0.91 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical costs. We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands): Three Months Ended March 31, 2023 2022 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 600 $ 372 |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Dividends Declared | Preferred Dividends —The board of directors declared quarterly dividends per share as presented below: Three Months Ended March 31, 2023 2022 8.45% Series D Cumulative Preferred Stock $ 0.5281 $ 0.5281 7.375% Series F Cumulative Preferred Stock 0.4609 0.4609 7.375% Series G Cumulative Preferred Stock 0.4609 0.4609 7.50% Series H Cumulative Preferred Stock 0.4688 0.4688 7.50% Series I Cumulative Preferred Stock 0.4688 0.4688 |
Redeemable Preferred Stock (Tab
Redeemable Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity [Abstract] | |
Summary of the Activity of Temporary Equity | The issuance activity of the Series J Preferred Stock is summarized below (in thousands): Three Months Ended March 31, 2023 Series J Preferred Stock shares issued (1) 415 Net proceeds $ 9,326 ________ (1) Exclusive of shares issued under the DRIP. The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands): March 31, 2023 December 31, 2022 Series J Preferred Stock $ 11,543 $ 2,004 Cumulative adjustments to Series J Preferred Stock (1) $ 1,306 $ 926 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2023 Series J Preferred Stock $ 133 The issuance activity of the Series K Preferred Stock is summarized below (in thousands): Three Months Ended March 31, 2023 Series K Preferred Stock shares issued (1) 32 Net proceeds $ 787 ________ (1) Exclusive of shares issued under the DRIP. The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands): March 31, 2023 December 31, 2022 Series K Preferred Stock $ 843 $ 44 Cumulative adjustments to Series K Preferred Stock (1) $ 47 $ 20 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2023 Series K Preferred Stock $ 7 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Advisory services fee Base advisory fee $ 8,469 $ 8,735 Reimbursable expenses (1) 3,227 2,571 Equity-based compensation (2) 1,290 1,929 Incentive fee — 151 Total advisory services fee $ 12,986 $ 13,386 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards. (2) Equity-based compensation is associated with equity grants of 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 2023 2022 Corporate, general and administrative $ 119 $ 527 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Franchise Fees | The table below summarizes the franchise fees incurred (in thousands): Three Months Ended March 31, Line Item 2023 2022 Other hotel expenses $ 15,612 $ 11,612 |
Organization and Description _2
Organization and Description of Business (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) unit hotel room | Mar. 31, 2022 hotel | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | |
Real Estate Properties [Line Items] | ||||
Number of hotels | hotel | 100 | 100 | ||
Number of rooms | room | 22,316 | |||
Investments in unconsolidated entities | $ 19,180 | $ 19,576 | ||
World Quest Resort | ||||
Real Estate Properties [Line Items] | ||||
Number of rooms | unit | 79 | |||
OpenKey | ||||
Real Estate Properties [Line Items] | ||||
Ownership percentage | 15.10% | 15.10% | ||
Investments in unconsolidated entities | $ 1,953 | $ 2,103 | ||
815 Commerce MM | ||||
Real Estate Properties [Line Items] | ||||
Ownership percentage | 32.50% | 32.50% | ||
Investments in unconsolidated entities | $ 8,482 | $ 8,482 | ||
Meritage Investment | ||||
Real Estate Properties [Line Items] | ||||
Investments in unconsolidated entities | $ 8,745 | $ 8,991 | $ 9,100 | |
Subsidiaries | ||||
Real Estate Properties [Line Items] | ||||
Number of hotels | hotel | 100 | |||
Number of hotel properties managed by affiliates | hotel | 68 |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) hotel | Mar. 31, 2022 USD ($) hotel | |
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 100 | 100 |
Revenue | $ 328,886 | $ 247,138 |
Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 10 | 9 |
Revenue | $ 26,207 | $ 17,933 |
Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 2 | 2 |
Revenue | $ 10,988 | $ 8,098 |
Dallas / Ft. Worth, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 7 | 7 |
Revenue | $ 22,637 | $ 16,061 |
Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 3 | 3 |
Revenue | $ 9,653 | $ 7,315 |
Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 6 | 6 |
Revenue | $ 27,532 | $ 21,384 |
Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 2 | 2 |
Revenue | $ 11,673 | $ 9,771 |
Minneapolis - St. Paul, MN Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 2 | 2 |
Revenue | $ 3,268 | $ 2,407 |
Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 1 | 1 |
Revenue | $ 21,253 | $ 17,185 |
New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 6 | 6 |
Revenue | $ 17,522 | $ 11,035 |
Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 2 | 2 |
Revenue | $ 7,929 | $ 6,485 |
Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 3 | 3 |
Revenue | $ 5,311 | $ 4,387 |
San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 2 | 2 |
Revenue | $ 5,328 | $ 4,124 |
San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 7 | 7 |
Revenue | $ 18,865 | $ 11,945 |
Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 2 | 2 |
Revenue | $ 12,284 | $ 9,293 |
Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 9 | 9 |
Revenue | $ 35,749 | $ 20,881 |
Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 36 | 36 |
Revenue | $ 90,666 | $ 75,318 |
Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 0 | 0 |
Revenue | $ 1,363 | $ 1,537 |
Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 1 | |
Revenue | $ 1,367 | |
Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Number of hotels | hotel | 0 | 0 |
Revenue | $ 658 | $ 612 |
Rooms | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 252,955 | 195,330 |
Rooms | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 19,776 | 13,646 |
Rooms | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,619 | 5,964 |
Rooms | Dallas / Ft. Worth, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,273 | 12,519 |
Rooms | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,814 | 5,567 |
Rooms | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 21,603 | 17,706 |
Rooms | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,630 | 7,474 |
Rooms | Minneapolis - St. Paul, MN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,395 | 1,813 |
Rooms | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,217 | 10,896 |
Rooms | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 12,081 | 8,069 |
Rooms | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,926 | 5,817 |
Rooms | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,562 | 3,834 |
Rooms | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,714 | 3,661 |
Rooms | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,051 | 10,357 |
Rooms | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,847 | 7,623 |
Rooms | Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 28,020 | 16,719 |
Rooms | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 72,408 | 61,547 |
Rooms | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,019 | 1,152 |
Rooms | Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 966 | |
Rooms | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Food and Beverage | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 58,991 | 36,760 |
Food and Beverage | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,941 | 3,121 |
Food and Beverage | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 935 | 1,138 |
Food and Beverage | Dallas / Ft. Worth, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,423 | 2,623 |
Food and Beverage | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,558 | 1,558 |
Food and Beverage | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,893 | 2,660 |
Food and Beverage | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,837 | 2,046 |
Food and Beverage | Minneapolis - St. Paul, MN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 594 | 510 |
Food and Beverage | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,344 | 5,323 |
Food and Beverage | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,875 | 2,446 |
Food and Beverage | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 512 | 313 |
Food and Beverage | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 528 | 342 |
Food and Beverage | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 297 | 163 |
Food and Beverage | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,117 | 973 |
Food and Beverage | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,983 | 1,375 |
Food and Beverage | Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,883 | 2,850 |
Food and Beverage | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,240 | 8,956 |
Food and Beverage | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 31 | 48 |
Food and Beverage | Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 315 | |
Food and Beverage | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,282 | 14,436 |
Other Hotel | Atlanta, GA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,490 | 1,166 |
Other Hotel | Boston, MA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,434 | 996 |
Other Hotel | Dallas / Ft. Worth, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 941 | 919 |
Other Hotel | Houston, TX Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 281 | 190 |
Other Hotel | Los Angeles, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,036 | 1,018 |
Other Hotel | Miami, FL Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 206 | 251 |
Other Hotel | Minneapolis - St. Paul, MN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 279 | 84 |
Other Hotel | Nashville, TN Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 692 | 966 |
Other Hotel | New York / New Jersey Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 566 | 520 |
Other Hotel | Orlando, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 491 | 355 |
Other Hotel | Philadelphia, PA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 221 | 211 |
Other Hotel | San Diego, CA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 317 | 300 |
Other Hotel | San Francisco - Oakland, CA Metro Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 697 | 615 |
Other Hotel | Tampa, FL Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 454 | 295 |
Other Hotel | Washington D.C. - MD - VA Area | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,846 | 1,312 |
Other Hotel | Other Areas | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,018 | 4,815 |
Other Hotel | Orlando WorldQuest | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 313 | 337 |
Other Hotel | Disposed properties | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 86 | |
Other Hotel | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 658 | 612 |
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, TX 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 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 | |
Other | Corporate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 658 | $ 612 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net - Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 622,759 | $ 622,759 |
Buildings and improvements | 3,623,737 | 3,650,464 |
Furniture, fixtures and equipment | 216,440 | 222,665 |
Construction in progress | 26,773 | 21,609 |
Condominium properties | 9,887 | 9,889 |
Hilton Marietta finance lease | 17,269 | 18,998 |
Total cost | 4,516,865 | 4,546,384 |
Accumulated depreciation | (1,417,260) | (1,428,053) |
Investments in hotel properties, net | $ 3,099,605 | $ 3,118,331 |
Hotel Disposition and Impairm_3
Hotel Disposition and Impairment Charges - Schedule of Hotel Disposition and Assets Held for Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Real Estate Properties [Line Items] | |
Total hotel revenue | $ 1,367 |
Total hotel operating expenses | (1,352) |
Property taxes, insurance and other | (149) |
Depreciation and amortization | (610) |
Operating income (loss) | (744) |
Interest expense and amortization of discounts and loan costs | (354) |
Income (loss) before income taxes | (1,098) |
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership | 7 |
Net income (loss) before income taxes attributable to the Company | $ (1,091) |
Hotel Disposition and Impairm_4
Hotel Disposition and Impairment Charges - Hotel Properties Measured at Fair Value (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fair Value | $ 3,099,605,000 | $ 3,118,331,000 | |
Impairment Charges | $ 0 | $ 0 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Carrying value of the investment | $ 19,180,000 | $ 19,576,000 | ||
Income (loss) from equity method investments | (396,000) | $ (153,000) | ||
Impairment of investments in unconsolidated entities | 0 | 0 | ||
OpenKey | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, aggregate cost | 5,500,000 | |||
Carrying value of the investment | $ 1,953,000 | $ 2,103,000 | ||
Ownership percentage | 15.10% | 15.10% | ||
Income (loss) from equity method investments | $ (150,000) | (153,000) | ||
815 Commerce MM | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Carrying value of the investment | $ 8,482,000 | $ 8,482,000 | ||
Ownership percentage | 32.50% | 32.50% | ||
Income (loss) from equity method investments | $ 0 | 0 | ||
Meritage Investment | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Carrying value of the investment | 8,745,000 | $ 8,991,000 | $ 9,100,000 | |
Income (loss) from equity method investments | $ (246,000) | $ 0 |
Indebtedness, net - Schedule of
Indebtedness, net - Schedule of Indebtedness (for 10Q) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||
Feb. 09, 2023 USD ($) extension | Feb. 08, 2023 | Jan. 27, 2023 USD ($) extension | Nov. 09, 2022 | Apr. 30, 2023 | Feb. 28, 2023 USD ($) | Mar. 31, 2023 USD ($) hotel extension | Mar. 31, 2022 USD ($) | Jan. 15, 2023 | Jan. 14, 2023 | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Embedded debt derivative | $ 43,700 | ||||||||||
Indebtedness, net | $ 3,786,065 | $ 3,838,543 | |||||||||
LIBOR rate | 4.858% | 4.39% | |||||||||
SOFR rate | 4.80% | 4.358% | |||||||||
Repayments of long-term debt | $ 50,840 | $ 4,664 | |||||||||
Proceeds from debt | 449 | $ 0 | |||||||||
Mortgages and Line Of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Balance | 3,784,879 | $ 3,835,272 | |||||||||
Mortgages | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Premiums (discounts), net | (16,075) | (20,249) | |||||||||
Capitalized default interest and late charges | 5,263 | 8,363 | |||||||||
Deferred loan costs, net | (12,623) | (8,530) | |||||||||
Indebtedness, net | $ 3,786,065 | 3,838,543 | |||||||||
Mortgages | Mortgage loan 1 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 19 | ||||||||||
Debt Balance | $ 907,030 | 907,030 | |||||||||
Number of extension options | extension | 5 | ||||||||||
Repayments of long-term debt | $ 45,000 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 2 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Debt Balance | $ 73,450 | 73,450 | |||||||||
Mortgages | Mortgage loan 3 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 7 | ||||||||||
Debt Balance | $ 180,720 | 180,720 | |||||||||
Mortgages | Mortgage loan 4 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 7 | ||||||||||
Debt Balance | $ 174,400 | 174,400 | |||||||||
Mortgages | Mortgage loan 5 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 5 | ||||||||||
Debt Balance | $ 221,040 | 221,040 | |||||||||
Mortgages | Mortgage loan 6 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 5 | ||||||||||
Debt Balance | $ 262,640 | 262,640 | |||||||||
Mortgages | Mortgage loan 7 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 5 | ||||||||||
Debt Balance | $ 160,000 | 160,000 | |||||||||
Mortgages | Mortgage loan 8 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 5 | ||||||||||
Debt Balance | $ 215,120 | 215,120 | |||||||||
Mortgages | Mortgage Loans 3 Through 8 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of extension options | extension | 5 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 9 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 17 | ||||||||||
Debt Balance | $ 415,000 | 415,000 | |||||||||
Number of extension options | extension | 5 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 10 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Debt Balance | $ 25,000 | 25,000 | |||||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 11 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Debt Balance | $ 15,252 | 15,290 | |||||||||
Number of extension options | extension | 2 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 12 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Interest rate | 5.49% | ||||||||||
Debt Balance | $ 6,307 | 6,345 | |||||||||
Mortgages | Mortgage loan 13 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Interest rate | 5.49% | ||||||||||
Debt Balance | $ 9,204 | 9,261 | |||||||||
Mortgages | Mortgage loan 14 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 8 | ||||||||||
Debt Balance | $ 345,000 | 395,000 | |||||||||
Number of extension options | extension | 5 | ||||||||||
Repayments of long-term debt | $ 50,000 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 15 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 2 | ||||||||||
Debt Balance | $ 240,000 | 240,000 | |||||||||
Number of extension options | extension | 5 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 16 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Interest rate | 4.99% | ||||||||||
Debt Balance | $ 5,755 | 5,819 | |||||||||
Mortgages | Mortgage loan 17 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Debt Balance | $ 8,881 | 8,881 | |||||||||
SOFR Floor (as a percent) | 2% | ||||||||||
Mortgages | Mortgage loan 18 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 2 | ||||||||||
Interest rate | 485% | ||||||||||
Debt Balance | $ 11,109 | 11,172 | |||||||||
Mortgages | Mortgage loan 19 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 3 | ||||||||||
Interest rate | 4.90% | ||||||||||
Debt Balance | $ 22,224 | 22,349 | |||||||||
Mortgages | Mortgage loan 20 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Debt Balance | $ 86,000 | 85,552 | |||||||||
Number of extension options | extension | 2 | ||||||||||
Proceeds from debt | $ 449 | ||||||||||
Future additional funding available | $ 2,000 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 21 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Debt Balance | $ 37,000 | 37,000 | |||||||||
Number of extension options | extension | 3 | ||||||||||
SOFR Floor (as a percent) | 0.50% | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage loan 22 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 3 | ||||||||||
Interest rate | 4.45% | ||||||||||
Debt Balance | $ 46,609 | 46,918 | |||||||||
Mortgages | Mortgage loan 23 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Interest rate | 466% | ||||||||||
Debt Balance | $ 23,179 | 23,326 | |||||||||
Mortgages | Mortgage loan 24 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | ||||||||||
Debt Balance | $ 98,000 | 98,000 | |||||||||
Number of extension options | extension | 1 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | LIBOR | Mortgage loan 1 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.20% | 3.20% | |||||||||
Mortgages | LIBOR | Mortgage loan 1 | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.47% | ||||||||||
Mortgages | LIBOR | Mortgage loan 2 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.45% | ||||||||||
Mortgages | LIBOR | Mortgage loan 3 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.65% | ||||||||||
Mortgages | LIBOR | Mortgage loan 4 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.39% | ||||||||||
Mortgages | LIBOR | Mortgage loan 5 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.73% | ||||||||||
Mortgages | LIBOR | Mortgage loan 6 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.02% | ||||||||||
Mortgages | LIBOR | Mortgage loan 7 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.73% | ||||||||||
Mortgages | LIBOR | Mortgage loan 8 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.68% | ||||||||||
Mortgages | LIBOR | Mortgage loan 9 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.13% | ||||||||||
Mortgages | LIBOR | Mortgage loan 14 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.17% | 3.07% | 3.17% | ||||||||
Mortgages | LIBOR | Mortgage loan 15 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
Mortgages | LIBOR | Mortgage loan 20 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.65% | ||||||||||
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 10 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.80% | ||||||||||
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 11 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.85% | ||||||||||
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 17 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2% | ||||||||||
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 21 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4% | ||||||||||
Mortgages | Secured Overnight Financing Rate (SOFR) | Mortgage loan 24 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.91% | ||||||||||
Line of Credit | Term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 14% | 14% | 16% | ||||||||
Debt Balance | $ 195,959 | 195,959 | |||||||||
Number of extension options | extension | 2 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Embedded debt derivative | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Embedded debt derivative | $ 24,621 | $ 23,687 |
Indebtedness, net - Schedule _2
Indebtedness, net - Schedule of Net Premium (Discount) Amortization Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense and amortization of discounts and loan costs | $ (4,173) | $ (2,698) |
Indebtedness, net - Narrative (
Indebtedness, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Amount of capitalized principal that was amortized | $ 3.1 | $ 3.8 |
Notes Receivable, Net and Oth_3
Notes Receivable, Net and Other - Schedule of Notes Receivable (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) a | Dec. 31, 2022 USD ($) | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Parking Lot Adjacent to Hilton St. Petersburg Bayfront Hotel | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Area of real estate property (in acres) | a | 1.65 | |
Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest Rate | 7% | |
Receivable, net | $ 5,151 | $ 5,062 |
Notes Receivable | Certificate of Occupancy Note | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Face amount | 5,250 | 5,250 |
Discount | $ (99) | (188) |
Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest Rate | 10% | |
Face amount | $ 1,500 | 1,500 |
Discount | (208) | (240) |
Receivable, net | $ 1,292 | $ 1,260 |
Notes Receivable, Net and Oth_4
Notes Receivable, Net and Other - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 01, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Cash interest income | $ 0 | $ 0 | |
Impairment charges | $ 0 | $ 0 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sheraton In Ann Arbor | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Face amount | $ 1,500,000 |
Notes Receivable, Net and Oth_5
Notes Receivable, Net and Other - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Notes Receivable | ||
Receivables with Imputed Interest [Line Items] | ||
Discount amortization income | $ 89 | $ 82 |
Accounts Receivable | ||
Receivables with Imputed Interest [Line Items] | ||
Discount amortization income | $ 32 |
Derivative Instruments and He_3
Derivative Instruments and Hedging (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 3,462,941 | $ 3,549,941 | |
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 3,455,652 | $ 3,505,242 | |
Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 2% | 2% | |
Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 6.90% | 5.50% | |
Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 585,000 | $ 1,586,281 | |
Total cost (in thousands) | $ 4,174 | $ 857 | |
Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 4% | 3% | |
Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 6.90% | 4% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Fair value consideration threshold for transfer in/out of level 3 (as a percent) | 10% | |
LIBOR rate | 4.858% | 4.39% |
LIBOR interest rate forward curve uptrend | 3.125% | |
Fair value of derivative liability | $ 43.7 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value (Details) - Derivative liabilities - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | $ 23,687 | $ 23,278 | $ 23,997 | $ 26,974 | $ 27,906 |
Re-measurement of fair value | (934) | (409) | (719) | 2,977 | 932 |
Ending balance | $ 24,621 | $ 23,687 | $ 23,278 | $ 23,997 | $ 26,974 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative assets: | ||
Derivative assets | $ 37,348 | $ 47,182 |
Fair Value Measurements Recurring | ||
Derivative assets: | ||
Derivative assets | 37,348 | 47,182 |
Liabilities | ||
Net | 12,727 | 23,495 |
Fair Value Measurements Recurring | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 37,348 | 47,182 |
Fair Value Measurements Recurring | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | (24,621) | (23,687) |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Net | 0 | 0 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Quoted Market Prices (Level 1) | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | ||
Derivative assets: | ||
Derivative assets | 37,348 | 47,182 |
Liabilities | ||
Net | 37,348 | 47,182 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 37,348 | 47,182 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Net | (24,621) | (23,687) |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 0 | 0 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | $ (24,621) | $ (23,687) |
Fair Value Measurements - Effec
Fair Value Measurements - Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | $ (14,942) | $ 3,211 |
Net | (5,415) | 3,211 |
Interest rate derivatives - caps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | (14,008) | 2,279 |
Realized gain (loss) on interest rate caps | 9,527 | 0 |
Embedded debt derivative | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | (934) | 932 |
Derivative liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | (5,415) | 3,211 |
Derivative liabilities | Embedded debt derivative | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | (934) | 932 |
Derivative assets: | Interest rate derivatives - caps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | (4,481) | 2,279 |
Non-derivative assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ (4,481) | $ 2,279 |
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, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Financial assets measured at fair value: | ||||
Derivative assets, Carrying value | $ 37,348 | $ 47,182 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents | 344,935 | 417,064 | $ 548,592 | $ 592,110 |
Restricted cash, Carrying value | 143,821 | 141,962 | 102,312 | $ 99,534 |
Accounts receivable, Carrying value | 62,049 | 49,809 | ||
Notes receivable, net, Carrying value | 5,151 | 5,062 | ||
Due from Ashford Inc., net, Carrying value | 0 | 486 | ||
Due from related parties, net | 3,353 | 6,570 | ||
Due from third-party hotel managers, Carrying value | 20,596 | 22,462 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses | 127,892 | 115,970 | ||
Accrued interest payable | 14,306 | 15,287 | ||
Dividends and distributions declared but not paid | 3,193 | 3,118 | $ 3,103 | |
Due to Ashford Inc., net | 6,480 | 0 | ||
Due to third-party hotel managers, Carrying value | 1,701 | 1,319 | ||
Carrying Value | ||||
Financial assets measured at fair value: | ||||
Derivative assets, Carrying value | 37,348 | 47,182 | ||
Financial liabilities measured at fair value: | ||||
Derivative liabilities, Carrying value | 24,621 | 23,687 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents | 344,935 | 417,064 | ||
Restricted cash, Carrying value | 143,821 | 141,962 | ||
Accounts receivable, Carrying value | 62,049 | 49,809 | ||
Notes receivable, net, Carrying value | 5,151 | 5,062 | ||
Due from Ashford Inc., net, Carrying value | 0 | 486 | ||
Due from related parties, net | 3,353 | 6,570 | ||
Due from third-party hotel managers, Carrying value | 20,596 | 22,462 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 3,768,804 | 3,815,023 | ||
Accounts payable and accrued expenses | 127,892 | 115,970 | ||
Accrued interest payable | 14,306 | 15,287 | ||
Dividends and distributions declared but not paid | 3,193 | 3,118 | ||
Due to Ashford Inc., net | 6,480 | 0 | ||
Due to third-party hotel managers, Carrying value | 1,701 | 1,319 | ||
Estimated Fair Value | ||||
Financial assets measured at fair value: | ||||
Derivative assets, Estimated fair value | 37,348 | 47,182 | ||
Financial liabilities measured at fair value: | ||||
Derivative liabilities, Estimated fair value | 24,621 | 23,687 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Estimated fair value | 344,935 | 417,064 | ||
Restricted cash, Estimated fair value | 143,821 | 141,962 | ||
Accounts receivable, Estimated fair value | 62,049 | 49,809 | ||
Due from Ashford, Inc., net, Estimated fair value | 0 | 486 | ||
Due from related parties, net, Estimated fair value | 3,353 | 6,570 | ||
Due from third party hotel managers, Estimated fair value | 20,596 | 22,462 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Estimated fair value | 127,892 | 115,970 | ||
Accrued interest payable, Estimated fair value | 14,306 | 15,287 | ||
Dividends payable, Estimated fair value | 3,193 | 3,118 | ||
Due to Ashford Inc., net, Estimated fair value | 6,480 | 0 | ||
Due to third-party hotel managers, Estimated fair value | 1,701 | 1,319 | ||
Minimum | Estimated Fair Value | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 4,893 | 4,809 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 3,465,530 | 3,500,635 | ||
Maximum | Estimated Fair Value | ||||
Financial assets not measured at fair value: | ||||
Notes receivable, net, Estimated fair value | 5,408 | 5,315 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 3,830,320 | $ 3,869,122 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (in days) | 90 days | |
Notes receivable, net | $ 5,151 | $ 5,062 |
Indebtedness, net | 3,786,065 | 3,838,543 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, net | $ 3,800,000 | $ 3,800,000 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value percentage of the carrying value of notes receivable (as a percent) | 95% | 95% |
Total indebtedness fair value variance from carrying value (as a percent) | 92% | 91.80% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value percentage of the carrying value of notes receivable (as a percent) | 105% | 105% |
Total indebtedness fair value variance from carrying value (as a percent) | 101.60% | 101.40% |
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, 2023 | Mar. 31, 2022 | |
Income (loss) allocated to common stockholders - basic and diluted: | ||
Income (loss) attributable to the Company | $ (60,922) | $ (55,430) |
Preferred dividends | (3,243) | (3,103) |
Deemed dividends on redeemable preferred stock | (407) | 0 |
Distributed and undistributed income (loss) allocated to common stockholders - basic | (64,572) | (58,533) |
Distributed and undistributed income (loss) allocated to common stockholders - diluted | $ (64,572) | $ (58,533) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding - basic (in shares) | 34,381 | 34,269 |
Weighted average common shares outstanding - diluted (in shares) | 34,381 | 34,269 |
Basic income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (1.88) | $ (1.71) |
Diluted income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (1.88) | $ (1.71) |
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, 2023 | Mar. 31, 2022 | |
Income (loss) allocated to common stockholders is not adjusted for: | ||
Total | $ (53) | $ (372) |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 3,601 | 1,981 |
Preferred Stock, Series J | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Dividends on preferred stock | $ 513 | $ 0 |
Series K Preferred Stock | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Dividends on preferred stock | $ 34 | $ 0 |
Operating partnership units | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 335 | 236 |
Embedded debt derivative | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 1,745 | 1,745 |
Redeemable Noncontrolling Interests in Preferred Stock | Preferred Stock, Series J | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 1,459 | 0 |
Redeemable Noncontrolling Interests in Preferred Stock | Series K Preferred Stock | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 62 | 0 |
Operating partnership units | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (600) | $ (372) |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests in Operating Partnership - Narrative (Details) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | Mar. 31, 2023 $ / shares shares | |
Noncontrolling Interest [Line Items] | ||
Common unit limited partnership interest redemption for common stock (in shares) | 1 | |
LTIP and Performance LTIP | ||
Noncontrolling Interest [Line Items] | ||
Units outstanding (in shares) | 1,900,000 | 1,900,000 |
Units which have not reached full economic parity with common units (in shares) | 12,000 | |
LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Vesting period (in years) | 3 years | |
Common partnership unit per converted LTIP unit (in shares) | 1 | |
Performance LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Vesting period (in years) | 3 years | |
Granted (in shares) | 282,000,000,000 | |
Share-based compensation arrangement by share-based payment award, award performance target, percentage | 250% | |
Fair value of awards (in dollars per share) | $ / shares | $ 3.68 | $ 3.68 |
Units outstanding (in shares) | 1,600,000 | 1,600,000 |
Units which have not reached full economic parity with common units (in shares) | 1,500,000 | |
Performance LTIP units | Minimum | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 0% | 0% |
Performance LTIP units | Minimum | 2021 and 2022 Grants | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 0% | 0% |
Performance adjustment range on initial calculation (as a percent) | 75% | 75% |
Performance LTIP units | Maximum | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 200% | 200% |
Performance LTIP units | Maximum | 2021 and 2022 Grants | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 250% | 250% |
Performance adjustment range on initial calculation (as a percent) | 125% | 125% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests in Operating Partnership - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests in Ashford Trust OP (in thousands) | $ 21,617 | $ 21,550 | |
Redemption value adjustment | (176) | $ (461) | |
Partnership Interest | |||
Noncontrolling Interest [Line Items] | |||
Redemption value adjustment | $ 184,801 | $ 184,625 | |
Partnership Interest | Ashford Trust OP | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage of operating partnership | 0.92% | 0.91% |
Redeemable Noncontrolling Int_5
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, 2023 | Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 600 | $ 372 |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 06, 2022 | |
Class of Stock [Line Items] | ||||
Dividends declared - common stock | $ 0 | $ 0 | ||
Authorized amount | $ 200,000,000 | |||
Stock repurchased (in shares) | 0 | 0 | ||
Performance stock units | ||||
Class of Stock [Line Items] | ||||
Vesting period (in years) | 3 years | 3 years | ||
Granted (in shares) | 165,000 | |||
Fair value of units granted | $ 603,000 | |||
Performance stock units | Minimum | ||||
Class of Stock [Line Items] | ||||
Performance adjustment range (as a percent) | 0% | 0% | ||
Performance stock units | Maximum | ||||
Class of Stock [Line Items] | ||||
Performance adjustment range (as a percent) | 200% | 200% | ||
2021 and 2022 Grants | Performance stock units | Minimum | ||||
Class of Stock [Line Items] | ||||
Performance adjustment range (as a percent) | 0% | 0% | ||
Performance adjustment range on initial calculation (as a percent) | 75% | 75% | ||
2021 and 2022 Grants | Performance stock units | Maximum | ||||
Class of Stock [Line Items] | ||||
Performance adjustment range (as a percent) | 250% | 250% | ||
Performance adjustment range on initial calculation (as a percent) | 125% | 125% |
Equity and Equity-Based Compe_4
Equity and Equity-Based Compensation - Summary of Dividends (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Preferred Stock, Series D | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 8.45% | |
Dividends declared - preferred stock (in dollars per share) | $ 0.5281 | $ 0.5281 |
Preferred Stock, Series F | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.375% | |
Dividends declared - preferred stock (in dollars per share) | $ 0.4609 | 0.4609 |
Preferred Stock, Series G | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.375% | |
Dividends declared - preferred stock (in dollars per share) | $ 0.4609 | 0.4609 |
Preferred Stock, Series H | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.50% | |
Dividends declared - preferred stock (in dollars per share) | $ 0.4688 | 0.4688 |
Preferred Stock, Series I | ||
Class of Stock [Line Items] | ||
Preferred stock percentage | 7.50% | |
Dividends declared - preferred stock (in dollars per share) | $ 0.4688 | $ 0.4688 |
Redeemable Preferred Stock - Na
Redeemable Preferred Stock - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Series J And Series K Preferred Stock | Equity Distribution Agreements | |
Class of Stock [Line Items] | |
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 20,000,000 |
Sale of temporary equity, offering price (in dollars per share) | $ 25 |
Series J And Series K Preferred Stock | Dividend Reinvestment Plan | |
Class of Stock [Line Items] | |
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 8,000,000 |
Sale of temporary equity, offering price (in dollars per share) | $ 25 |
Preferred Stock, Series J | |
Class of Stock [Line Items] | |
Sale of temporary equity, offering price (in dollars per share) | $ 25 |
Period of preferred dividends in arrears (in months) | 18 months |
Initial conversion/redemption price (in dollars per share) | $ 25 |
Redemption fee, percent of stated value on the original issue date | 8% |
Redemption fee, percent of stated value beginning on the second anniversary | 5% |
Redemption fee, percent of stated value beginning on the third anniversary | 0% |
Preferred Stock, Series J | Dividends Declared On Initial Closing Date | |
Class of Stock [Line Items] | |
Temporary equity, dividend rate (as a percent) | 8% |
Preferred Stock, Series J | Dividend Reinvestment Plan | |
Class of Stock [Line Items] | |
Sale of temporary equity, offering price (in dollars per share) | $ 25 |
Series K Preferred Stock | |
Class of Stock [Line Items] | |
Sale of temporary equity, offering price (in dollars per share) | $ 25 |
Redemption fee, percent of stated value on the original issue date | 1.50% |
Redemption fee, percent of stated value beginning on the first anniversary | 0% |
Dividend rate (in dollars per share) | $ 2.05 |
Dividend rate increase each year from original issuance (as a percent) | 0.10% |
Dividend rate, maximum percentage of stated value | 8.70% |
Series K Preferred Stock | Dividends Declared On Initial Closing Date | |
Class of Stock [Line Items] | |
Temporary equity, dividend rate (as a percent) | 8.20% |
Series K Preferred Stock | Dividend Reinvestment Plan | |
Class of Stock [Line Items] | |
Sale of temporary equity, offering price (in dollars per share) | $ 25 |
Redeemable Preferred Stock - Su
Redeemable Preferred Stock - Summary of the Activity of Temporary Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Preferred Stock, Series J | ||
Class of Stock [Line Items] | ||
Issuance of preferred stock (in shares) | 415 | |
Net proceeds | $ 9,326 | |
Redeemable preferred stock | 11,543 | $ 2,004 |
Temporary equity, accretion to redemption value, adjustment | 1,306 | 926 |
Temporary equity, dividends, adjustment | $ 133 | |
Series K Preferred Stock | ||
Class of Stock [Line Items] | ||
Issuance of preferred stock (in shares) | 32 | |
Net proceeds | $ 787 | |
Redeemable preferred stock | 843 | 44 |
Temporary equity, accretion to redemption value, adjustment | 47 | $ 20 |
Temporary equity, dividends, adjustment | $ 7 |
Related Party Transactions - Na
Related Party Transactions - Narrative (for 10Q) (Details) | 1 Months Ended | 3 Months Ended | |||||||
Mar. 02, 2023 USD ($) | Mar. 15, 2022 USD ($) | Jan. 27, 2022 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) hotel | Mar. 31, 2023 USD ($) hotel | Mar. 31, 2022 USD ($) hotel | Dec. 31, 2022 USD ($) | Sep. 27, 2022 | |
Related Party Transaction [Line Items] | |||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | ||||||||
Due to Ashford Inc., net | $ 6,480,000 | $ 6,480,000 | $ 0 | ||||||
Number of hotels | hotel | 100 | 100 | |||||||
Subsidiaries | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of hotel properties managed by affiliates | hotel | 68 | 68 | |||||||
Number of hotels | hotel | 100 | ||||||||
Design and Construction Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Project management fees (as a percent) | 4% | ||||||||
Ashford Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Allocation percentage | 45% | 0% | |||||||
Ashford Inc. | Braemar Hotels & Resorts Inc | |||||||||
Related Party Transaction [Line Items] | |||||||||
Allocation percentage | 45% | 50% | |||||||
Ashford Inc. | Ashford Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Allocation percentage | 10% | 50% | |||||||
REIT Cash Management Strategies Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Annual fee, average daily balance of funds | 0.0020 | ||||||||
Affiliated entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, maximum cash incentive compensation | $ 13,100,000 | $ 8,500,000 | |||||||
Remington Hotels | |||||||||
Related Party Transaction [Line Items] | |||||||||
Security deposit | $ 1,200,000 | $ 1,200,000 | 1,200,000 | ||||||
Minimum | Management Fees | Management Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percent of gross revenue | 3% | ||||||||
Ashford Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount committed | $ 18,000,000 | ||||||||
Amount funded | 136,000 | $ 136,000 | 6,200,000 | ||||||
Due to Ashford Inc., net | 193,000 | $ 193,000 | |||||||
Payment for contribution | $ 6,100,000 | ||||||||
Ashford Inc. | Other Assets | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount funded | 126,000 | ||||||||
Ashford Inc. | Due From Affiliates | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount funded | $ 5,900,000 | ||||||||
Ashford Inc. | Affiliated entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of base fee paid | 0.90 | 0.90 | |||||||
Monthly base fee, percentage of total market capitalization | 0.0583 | 0.0583 | |||||||
Minimum base fee | 0.0833 | 0.0833 | |||||||
Lismore Capital | Mortgages | Refinancing Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment expensed in accordance with the agreement | $ 395,000 | $ 0 | |||||||
Lismore Capital | Subsidiaries | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expensed recognized in write-off loan costs and exit fees | $ 643,000 | ||||||||
Remington Hotels | Minimum | Management Fees | Management Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment of monthly property management fees | $ 16,000 | ||||||||
Percent of gross revenue | 3% |
Related Party Transactions - Ad
Related Party Transactions - Advisory Service Fee and Reimbursed Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Advisory services fee | $ 12,986 | $ 13,386 |
Ashford Inc. | Affiliated entity | Base advisory fee | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | 8,469 | 8,735 |
Ashford Inc. | Affiliated entity | Reimbursable expenses | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | 3,227 | 2,571 |
Ashford Inc. | Affiliated entity | Equity-based compensation | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | 1,290 | 1,929 |
Ashford Inc. | Affiliated entity | Incentive fee | ||
Related Party Transaction [Line Items] | ||
Advisory services fee | $ 0 | $ 151 |
Related Party Transactions - Fe
Related Party Transactions - Fees Related to Property and Project Management Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Ashford Inc. | ||
Related Party Transaction [Line Items] | ||
Corporate, general and administrative | $ 119 | $ 527 |
Commitments and Contingencies-
Commitments and Contingencies- Narrative (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Dec. 20, 2016 hotel | |
Class Action Lawsuit, California Employment Laws | ||
Commitment and Contingencies [Line Items] | ||
Number of hotels in class action lawsuit | hotel | 9 | |
Loss contingency accrual | $ 0 | |
Franchise Fees | ||
Commitment and Contingencies [Line Items] | ||
Franchisor royalty fees percent of gross room revenue, minimum | 3% | |
Franchisor royalty fees percent of gross room revenue, maximum | 6% | |
Food and beverage fees minimum (as a percent) | 1% | |
Food and beverage fees maximum (as a percent) | 3% | |
Marketing reservation and other fees, minimum | 1% | |
Marketing reservation and other fees, maximum | 4% | |
Fee multiple | 3 | |
Management Fees | ||
Commitment and Contingencies [Line Items] | ||
Property management fee as percentage of gross revenue, minimum | 2% | |
Property management fee as percentage of gross revenue, maximum | 7% | |
Minimum | ||
Commitment and Contingencies [Line Items] | ||
Restricted cash as percentage of property revenue | 4% | |
Minimum | Management Fees | Management Fees | ||
Commitment and Contingencies [Line Items] | ||
Percent of gross revenue | 3% | |
Minimum | Management Fees | Remington Hotels | Management Fees | ||
Commitment and Contingencies [Line Items] | ||
Payment of monthly property management fees | $ 16,000 | |
Percent of gross revenue | 3% | |
Maximum | ||
Commitment and Contingencies [Line Items] | ||
Restricted cash as percentage of property revenue | 6% |
Commitments and Contingencies_2
Commitments and Contingencies- Summary of Franchise Fee (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Franchise fees | ||
Commitment and Contingencies [Line Items] | ||
Other hotel expenses | $ 15,612 | $ 11,612 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |