Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-31775 | |
Entity Registrant Name | ASHFORD HOSPITALITY TRUST, INC | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 86-1062192 | |
Entity Address, Address Line One | 14185 Dallas Parkway | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,196,580 | |
Entity Central Index Key | 0001232582 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
ASSETS | ||
Investments in hotel properties, net ($131,869 and $122,938 attributable to VIEs). | $ 2,503,091 | $ 2,951,932 |
Contract asset | 390,104 | 0 |
Cash and cash equivalents ($3,845 and $2,363 attributable to VIEs) | 121,774 | 165,231 |
Restricted cash ($6,480 and $17,346 attributable to VIEs) | 124,501 | 146,079 |
Accounts receivable ($221 and $271 attributable to VIEs), net of allowance of $898 and $1,214, respectively | 61,319 | 45,521 |
Inventories ($5 and $5 attributable to VIEs) | 3,612 | 3,679 |
Notes receivable, net | 10,846 | 7,369 |
Investments in unconsolidated entities | 9,265 | 9,960 |
Deferred costs, net ($197 and $218 attributable to VIEs) | 1,666 | 1,808 |
Prepaid expenses ($677 and $651 attributable to VIEs) | 15,207 | 12,806 |
Derivative assets | 16,332 | 13,696 |
Operating lease right-of-use assets | 43,905 | 44,047 |
Other assets ($1,956 and $1,433 attributable to VIEs) | 17,677 | 25,309 |
Intangible assets | 797 | 797 |
Assets held for sale | 0 | 12,383 |
Total assets | 3,346,428 | 3,462,281 |
Liabilities: | ||
Indebtedness, net ($71,576 and $70,073 attributable to VIEs) | 2,758,649 | 3,040,951 |
Debt associated with hotels in receivership | 355,120 | 355,120 |
Finance lease liability | 18,235 | 18,469 |
Other finance liability ($26,963 and $26,858 attributable to VIEs) | 26,963 | 26,858 |
Accounts payable and accrued expenses ($11,140 and $14,405 attributable to VIEs) | 134,571 | 129,323 |
Accrued interest payable ($509 and $241 attributable to VIEs) | 11,788 | 12,985 |
Accrued interest associated with hotels in receivership | 34,984 | 14,024 |
Dividends and distributions payable ($1 and $147 attributable to VIEs) | 3,767 | 3,566 |
Intangible liabilities, net | 1,997 | 2,017 |
Operating lease liabilities | 44,559 | 44,765 |
Other liabilities | 3,357 | 3,499 |
Liabilities related to assets held for sale | 0 | 14,653 |
Total liabilities | 3,402,775 | 3,686,558 |
Commitments and contingencies (note $17) | ||
Redeemable noncontrolling interests in operating partnership | 22,972 | 22,007 |
Equity (deficit): | ||
Common stock, $0.01 par value, 400,000,000 shares authorized, 46,757,956 and 37,422,056 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 468 | 374 |
Additional paid-in capital | 2,389,941 | 2,382,975 |
Accumulated deficit | (2,616,339) | (2,729,312) |
Total stockholders’ equity (deficit) of the Company | (225,870) | (345,901) |
Noncontrolling interest in consolidated entities | 17,894 | 14,859 |
Total equity (deficit) | (207,976) | (331,042) |
Total liabilities and equity/deficit | 3,346,428 | 3,462,281 |
Ashford, Inc. | ||
Liabilities: | ||
Other accounts payable | 7,513 | 13,261 |
Related Party | ||
ASSETS | ||
Due from related parties, net ($20 and $0 attributable to VIEs) | 4,169 | 0 |
Liabilities: | ||
Other accounts payable | 0 | 5,874 |
Nonrelated Party | ||
ASSETS | ||
Due from related parties, net ($20 and $0 attributable to VIEs) | 22,163 | 21,664 |
Liabilities: | ||
Other accounts payable | 1,272 | 1,193 |
Preferred Stock, Series J | ||
Liabilities: | ||
Redeemable preferred stock | 119,817 | 79,975 |
Preferred Stock, Series K | ||
Liabilities: | ||
Redeemable preferred stock | 8,840 | 4,783 |
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: | 11 | 11 |
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: | 11 | 12 |
Preferred Stock, Series I | ||
Equity (deficit): | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | $ 11 | $ 12 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Investment in hotel properties, net | $ 2,503,091 | $ 2,951,932 |
Cash and cash equivalents | 121,774 | 165,231 |
Restricted cash | 124,501 | 146,079 |
Accounts receivable, Carrying value | 61,319 | 45,521 |
Allowance for doubtful accounts receivable | 898 | 1,214 |
Inventories | 3,612 | 3,679 |
Deferred costs | 1,666 | 1,808 |
Prepaid expenses | 15,207 | 12,806 |
Other assets | 17,677 | 25,309 |
Indebtedness, net | 2,758,649 | 3,040,951 |
Other finance liability | 26,963 | 26,858 |
Accounts payable and accrued expenses | 134,571 | 129,323 |
Accrued interest payable | 11,788 | 12,985 |
Dividends and distributions declared but not paid | $ 3,767 | $ 3,566 |
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) | 46,757,956 | 37,422,056 |
Common stock, shares outstanding (in shares) | 46,757,956 | 37,422,056 |
Ashford, Inc. | ||
Other accounts payable | $ 7,513 | $ 13,261 |
Related Party | ||
Other receivables | 4,169 | 0 |
Other accounts payable | 0 | 5,874 |
Nonrelated Party | ||
Other receivables | 22,163 | 21,664 |
Other accounts payable | $ 1,272 | $ 1,193 |
Preferred Stock, Series J | ||
Redeemable Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable Preferred Stock, shares issued (in shares) | 5,206,397 | 3,475,318 |
Redeemable Preferred Stock, shares outstanding (in shares) | 5,206,397 | 3,475,318 |
Preferred Stock, Series K | ||
Redeemable Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable Preferred Stock, shares issued (in shares) | 357,934 | 194,193 |
Redeemable Preferred Stock, shares outstanding (in shares) | 357,934 | 194,193 |
Preferred Stock, Series D | ||
Preferred stock, shares issued (in shares) | 1,159,927 | 1,159,927 |
Preferred stock, shares outstanding (in shares) | 1,159,927 | 1,159,927 |
Preferred Stock, Series F | ||
Preferred stock, shares issued (in shares) | 1,095,244 | 1,175,344 |
Preferred stock, shares outstanding (in shares) | 1,095,244 | 1,175,344 |
Preferred Stock, Series G | ||
Preferred stock, shares issued (in shares) | 1,503,296 | 1,531,996 |
Preferred stock, shares outstanding (in shares) | 1,503,296 | 1,531,996 |
Preferred Stock, Series H | ||
Preferred stock, shares issued (in shares) | 1,090,190 | 1,170,325 |
Preferred stock, shares outstanding (in shares) | 1,090,190 | 1,170,325 |
Preferred Stock, Series I | ||
Preferred stock, shares issued (in shares) | 1,104,023 | 1,160,923 |
Preferred stock, shares outstanding (in shares) | 1,104,023 | 1,160,923 |
Variable Interest Entity, Primary Beneficiary | ||
Investment in hotel properties, net | $ 131,869 | $ 122,938 |
Cash and cash equivalents | 3,845 | 2,363 |
Restricted cash | 6,480 | 17,346 |
Accounts receivable, Carrying value | 221 | 271 |
Inventories | 5 | 5 |
Deferred costs | 197 | 218 |
Prepaid expenses | 677 | 651 |
Other assets | 1,956 | 1,433 |
Other receivables | 20 | 0 |
Indebtedness, net | 71,576 | 70,073 |
Other finance liability | 26,963 | 26,858 |
Accounts payable and accrued expenses | 11,140 | 14,405 |
Accrued interest payable | 509 | 241 |
Dividends and distributions declared but not paid | 1 | 147 |
Variable Interest Entity, Primary Beneficiary | Ashford, Inc. | ||
Other accounts payable | 4,289 | 1,396 |
Variable Interest Entity, Primary Beneficiary | Related Party | ||
Other accounts payable | 0 | 123 |
Variable Interest Entity, Primary Beneficiary | Nonrelated Party | ||
Other accounts payable | $ 128 | $ 110 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
REVENUE | ||||
Total revenue | $ 316,482 | $ 375,749 | $ 620,378 | $ 704,635 |
Hotel operating expenses: | ||||
Total hotel expenses | 207,445 | 240,677 | 418,332 | 465,795 |
Property taxes, insurance and other | 16,846 | 18,998 | 34,273 | 35,535 |
Depreciation and amortization | 37,187 | 47,154 | 77,731 | 95,009 |
Advisory services fee | 11,474 | 12,269 | 26,675 | 25,255 |
Corporate, general and administrative | 7,194 | 4,904 | 15,403 | 7,516 |
Total operating expenses | 280,146 | 324,002 | 572,414 | 629,110 |
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 87,441 | 1,077 | 94,397 | 1,053 |
Gain (loss) on derecognition of assets | 11,725 | 0 | 145,634 | 0 |
OPERATING INCOME (LOSS) | 135,502 | 52,824 | 287,995 | 76,578 |
Equity in earnings (loss) of unconsolidated entities | (162) | (181) | (695) | (577) |
Interest income | 1,688 | 2,310 | 3,672 | 4,867 |
Other income (expense) | 37 | 109 | 72 | 243 |
Interest expense and amortization of discounts and loan costs | (68,416) | (81,097) | (142,377) | (155,465) |
Interest expense associated with hotels in receivership | (11,944) | (8,493) | (24,042) | (15,640) |
Write-off of premiums, loan costs and exit fees | (3,796) | (950) | (3,814) | (1,370) |
Gain (loss) on extinguishment of debt | 0 | 0 | 45 | 0 |
Realized and unrealized gain (loss) on derivatives | 1,357 | 12,583 | 6,118 | 7,168 |
INCOME (LOSS) BEFORE INCOME TAXES | 54,266 | (22,895) | 126,974 | (84,196) |
Income tax (expense) benefit | (3,455) | (2,062) | (3,758) | (2,283) |
NET INCOME (LOSS) | 50,811 | (24,957) | 123,216 | (86,479) |
(Income) loss attributable to noncontrolling interest in consolidated entities | 8 | 0 | 17 | 0 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (565) | 349 | (1,418) | 949 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 50,254 | (24,608) | 121,815 | (85,530) |
Preferred dividends | (5,468) | (3,752) | (10,479) | (6,995) |
Deemed dividends on redeemable preferred stock | (669) | (826) | (1,351) | (1,233) |
Gain (loss) on extinguishment of preferred stock | 211 | 0 | 1,784 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 44,328 | $ (29,186) | $ 111,769 | $ (93,758) |
Basic: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 1.02 | $ (0.85) | $ 2.72 | $ (2.73) |
Weighted average common shares outstanding (in shares) | 43,243 | 34,429 | 40,850 | 34,385 |
Diluted: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 0.25 | $ (0.85) | $ 0.77 | $ (2.73) |
Weighted average common shares outstanding (in shares) | 189,364 | 34,429 | 153,046 | 34,385 |
Total hotel revenue | ||||
REVENUE | ||||
Total revenue | $ 315,799 | $ 374,978 | $ 619,056 | $ 703,206 |
Rooms | ||||
REVENUE | ||||
Total revenue | 243,605 | 293,915 | 472,812 | 546,870 |
Hotel operating expenses: | ||||
Total hotel expenses | 54,073 | 66,035 | 108,753 | 125,238 |
Food and beverage | ||||
REVENUE | ||||
Total revenue | 55,260 | 61,747 | 112,618 | 120,738 |
Hotel operating expenses: | ||||
Total hotel expenses | 37,508 | 41,910 | 75,339 | 81,700 |
Other hotel revenue | ||||
REVENUE | ||||
Total revenue | 16,934 | 19,316 | 33,626 | 35,598 |
Hotel operating expenses: | ||||
Total hotel expenses | 104,680 | 118,959 | 211,506 | 232,838 |
Management Fees | ||||
Hotel operating expenses: | ||||
Total hotel expenses | 11,184 | 13,773 | 22,734 | 26,019 |
Other | ||||
REVENUE | ||||
Total revenue | $ 683 | $ 771 | $ 1,322 | $ 1,429 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 50,811 | $ (24,957) | $ 123,216 | $ (86,479) |
Other comprehensive income (loss), net of tax: | ||||
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 50,811 | (24,957) | 123,216 | (86,479) |
(Income) loss attributable to noncontrolling interest in consolidated entities | 8 | 0 | 17 | 0 |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | (565) | 349 | (1,418) | 949 |
Comprehensive income (loss) attributable to the Company | $ 50,254 | $ (24,608) | $ 121,815 | $ (85,530) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ 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 | Noncontrolling Interests In Consolidated Entities |
Beginning balance, shares (in shares) at Dec. 31, 2022 | 1,174,000 | 1,251,000 | 1,532,000 | 1,308,000 | 1,253,000 | 34,495,000 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2022 | $ (150,389) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | $ 2,383,244 | $ (2,534,043) | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Purchases of common stock (in shares) | 0 | (24,000) | ||||||||||||||||||||||||
Purchases of common stock | $ (83) | (83) | ||||||||||||||||||||||||
Equity-based compensation | 1,644 | 1,644 | ||||||||||||||||||||||||
Dividends declared - preferred shares | $ (1,240) | $ (1,153) | $ (1,412) | $ (1,227) | $ (1,175) | $ (751) | $ (37) | $ (1,240) | $ (1,153) | $ (1,412) | $ (1,227) | $ (1,175) | $ (751) | $ (37) | ||||||||||||
Redemption value adjustment | (569) | (569) | ||||||||||||||||||||||||
Redemption value adjustment – preferred stock | (1,233) | (1,233) | ||||||||||||||||||||||||
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE | 7,961 | 7,961 | ||||||||||||||||||||||||
Net income (loss) | (85,530) | (85,530) | ||||||||||||||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2023 | 1,174,000 | 1,251,000 | 1,532,000 | 1,308,000 | 1,253,000 | 34,493,000 | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2023 | (235,194) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | 2,384,805 | (2,628,370) | 7,961 | ||||||||||||||||
Outstanding at beginning of year, temporary equity (in shares) at Dec. 31, 2022 | 87,000 | 2,000 | ||||||||||||||||||||||||
Outstanding at beginning of year, temporary equity at Dec. 31, 2022 | $ 2,004 | $ 44 | ||||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2022 | 21,550 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Equity-based compensation | 1,239 | |||||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 22,000 | |||||||||||||||||||||||||
Issuance of preferred shares (in shares) | 1,487,000 | 70,000 | 1,490,000 | 70,000 | ||||||||||||||||||||||
Issuances of preferred stock | $ 33,091 | $ 1,671 | ||||||||||||||||||||||||
Redemption value adjustment | 569 | |||||||||||||||||||||||||
Redemption value adjustment – preferred stock | $ 1,182 | $ 51 | ||||||||||||||||||||||||
Redemption of preferred stock (in shares) | (2,000) | |||||||||||||||||||||||||
Redemption of preferred stock | $ (53) | |||||||||||||||||||||||||
Net income (loss) | (949) | |||||||||||||||||||||||||
Outstanding at end of year, temporary equity (in shares) at Jun. 30, 2023 | 1,575,000 | 72,000 | ||||||||||||||||||||||||
Outstanding at end of year, temporary equity at Jun. 30, 2023 | $ 36,224 | $ 1,766 | ||||||||||||||||||||||||
Ending balance, value at Jun. 30, 2023 | 22,409 | |||||||||||||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2022 | 1,174,000 | 1,251,000 | 1,532,000 | 1,308,000 | 1,253,000 | 34,495,000 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2022 | (150,389) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | 2,383,244 | (2,534,043) | 0 | ||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2023 | 1,160,000 | 1,175,000 | 1,532,000 | 1,170,000 | 1,161,000 | 37,422,000 | ||||||||||||||||||||
Ending balance, value at Dec. 31, 2023 | (331,042) | $ 12 | $ 11 | $ 15 | $ 12 | $ 12 | $ 374 | 2,382,975 | (2,729,312) | 14,859 | ||||||||||||||||
Outstanding at beginning of year, temporary equity (in shares) at Dec. 31, 2022 | 87,000 | 2,000 | ||||||||||||||||||||||||
Outstanding at beginning of year, temporary equity at Dec. 31, 2022 | $ 2,004 | $ 44 | ||||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2022 | 21,550 | |||||||||||||||||||||||||
Outstanding at end of year, temporary equity (in shares) at Dec. 31, 2023 | 3,475,318 | 194,193 | 3,475,000 | 194,000 | ||||||||||||||||||||||
Outstanding at end of year, temporary equity at Dec. 31, 2023 | $ 79,975 | $ 4,783 | $ 79,975 | $ 4,783 | ||||||||||||||||||||||
Ending balance, value at Dec. 31, 2023 | 22,007 | |||||||||||||||||||||||||
Beginning balance, shares (in shares) at Mar. 31, 2023 | 1,174,000 | 1,251,000 | 1,532,000 | 1,308,000 | 1,253,000 | 34,478,000 | ||||||||||||||||||||
Beginning balance, value at Mar. 31, 2023 | $ (214,381) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | 2,384,000 | (2,598,791) | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Purchases of common stock (in shares) | 0 | (7,000) | ||||||||||||||||||||||||
Purchases of common stock | $ (27) | (27) | ||||||||||||||||||||||||
Equity-based compensation | 832 | 832 | ||||||||||||||||||||||||
Dividends declared - preferred shares | (620) | (576) | (706) | (614) | (588) | $ (618) | $ (30) | (620) | (576) | (706) | (614) | (588) | (618) | (30) | ||||||||||||
Redemption value adjustment | (393) | (393) | ||||||||||||||||||||||||
Redemption value adjustment – preferred stock | (826) | (826) | ||||||||||||||||||||||||
Noncontrolling interest in consolidated entities recognized upon consolidation of VIE | 7,961 | 7,961 | ||||||||||||||||||||||||
Net income (loss) | (24,608) | (24,608) | ||||||||||||||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2023 | 1,174,000 | 1,251,000 | 1,532,000 | 1,308,000 | 1,253,000 | 34,493,000 | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2023 | (235,194) | $ 12 | $ 12 | $ 15 | $ 13 | $ 13 | $ 345 | 2,384,805 | (2,628,370) | 7,961 | ||||||||||||||||
Outstanding at beginning of year, temporary equity (in shares) at Mar. 31, 2023 | 502,000 | 34,000 | ||||||||||||||||||||||||
Outstanding at beginning of year, temporary equity at Mar. 31, 2023 | $ 11,543 | $ 843 | ||||||||||||||||||||||||
Beginning balance, value at Mar. 31, 2023 | 21,617 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Equity-based compensation | 748 | |||||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 22,000 | |||||||||||||||||||||||||
Issuance of preferred shares (in shares) | 1,073,000 | 38,000 | 1,075,000 | 38,000 | ||||||||||||||||||||||
Issuances of preferred stock | $ 23,932 | $ 899 | ||||||||||||||||||||||||
Redemption value adjustment | 393 | |||||||||||||||||||||||||
Redemption value adjustment – preferred stock | $ 802 | $ 24 | ||||||||||||||||||||||||
Redemption of preferred stock (in shares) | (2,000) | |||||||||||||||||||||||||
Redemption of preferred stock | $ (53) | |||||||||||||||||||||||||
Net income (loss) | (349) | |||||||||||||||||||||||||
Outstanding at end of year, temporary equity (in shares) at Jun. 30, 2023 | 1,575,000 | 72,000 | ||||||||||||||||||||||||
Outstanding at end of year, temporary equity at Jun. 30, 2023 | $ 36,224 | $ 1,766 | ||||||||||||||||||||||||
Ending balance, value at Jun. 30, 2023 | 22,409 | |||||||||||||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2023 | 1,160,000 | 1,175,000 | 1,532,000 | 1,170,000 | 1,161,000 | 37,422,000 | ||||||||||||||||||||
Beginning balance, value at Dec. 31, 2023 | $ (331,042) | $ 12 | $ 11 | $ 15 | $ 12 | $ 12 | $ 374 | 2,382,975 | (2,729,312) | 14,859 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Purchases of common stock (in shares) | 0 | (32,000) | ||||||||||||||||||||||||
Purchases of common stock | $ (49) | (49) | ||||||||||||||||||||||||
Equity-based compensation | 536 | 496 | 40 | |||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 40,000 | |||||||||||||||||||||||||
Issuance of common stock (in shares) | 6,165,000 | |||||||||||||||||||||||||
Issuance of common stock | 7,800 | $ 62 | 7,738 | |||||||||||||||||||||||
Dividends declared - preferred shares | (1,223) | (1,014) | (1,399) | (1,026) | (1,054) | $ (4,473) | $ (290) | (1,223) | (1,014) | (1,399) | (1,026) | (1,054) | (4,473) | (290) | ||||||||||||
Dividends Declared - Stirling OP | (8) | (8) | ||||||||||||||||||||||||
Issuance of Stirling OP common units | 41 | 41 | ||||||||||||||||||||||||
Redemption value adjustment | 1,204 | 1,204 | ||||||||||||||||||||||||
Redemption value adjustment – preferred stock | (1,351) | (1,351) | ||||||||||||||||||||||||
Redemption of preferred stock (in shares) | 509,000 | |||||||||||||||||||||||||
Redemption of preferred stock | 595 | $ 5 | 590 | |||||||||||||||||||||||
Contributions from noncontrolling interests in consolidated entities | 2,979 | 2,979 | ||||||||||||||||||||||||
Extinguishment of preferred stock (in shares) | (80,000) | (29,000) | (80,000) | (57,000) | 2,654,000 | |||||||||||||||||||||
Extinguishment of preferred stock | 0 | $ (1) | $ (1) | $ 27 | (1,809) | 1,784 | ||||||||||||||||||||
Net income (loss) | 121,798 | 121,815 | (17) | |||||||||||||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2024 | 1,160,000 | 1,095,000 | 1,503,000 | 1,090,000 | 1,104,000 | 46,758,000 | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2024 | (207,976) | $ 12 | $ 11 | $ 15 | $ 11 | $ 11 | $ 468 | 2,389,941 | (2,616,339) | 17,894 | ||||||||||||||||
Outstanding at beginning of year, temporary equity (in shares) at Dec. 31, 2023 | 3,475,318 | 194,193 | 3,475,000 | 194,000 | ||||||||||||||||||||||
Outstanding at beginning of year, temporary equity at Dec. 31, 2023 | $ 79,975 | $ 4,783 | $ 79,975 | $ 4,783 | ||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2023 | 22,007 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Equity-based compensation | 751 | |||||||||||||||||||||||||
Issuance of preferred shares (in shares) | 1,717,000 | 170,000 | 1,749,000 | 170,000 | ||||||||||||||||||||||
Issuances of preferred stock | $ 39,048 | $ 4,095 | ||||||||||||||||||||||||
Redemption value adjustment | (1,204) | |||||||||||||||||||||||||
Redemption value adjustment – preferred stock | $ 1,220 | $ 131 | ||||||||||||||||||||||||
Redemption of preferred stock (in shares) | (18,000) | (6,000) | ||||||||||||||||||||||||
Redemption of preferred stock | $ (426) | $ (169) | ||||||||||||||||||||||||
Distributions to noncontrolling interests | 1,418 | |||||||||||||||||||||||||
Outstanding at end of year, temporary equity (in shares) at Jun. 30, 2024 | 5,206,397 | 357,934 | 5,206,000 | 358,000 | ||||||||||||||||||||||
Outstanding at end of year, temporary equity at Jun. 30, 2024 | $ 119,817 | $ 8,840 | $ 119,817 | $ 8,840 | ||||||||||||||||||||||
Ending balance, value at Jun. 30, 2024 | 22,972 | |||||||||||||||||||||||||
Beginning balance, shares (in shares) at Mar. 31, 2024 | 1,160,000 | 1,104,000 | 1,532,000 | 1,099,000 | 1,144,000 | 40,167,000 | ||||||||||||||||||||
Beginning balance, value at Mar. 31, 2024 | $ (259,884) | $ 12 | $ 11 | $ 15 | $ 11 | $ 11 | $ 402 | 2,383,814 | (2,661,080) | 16,920 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Purchases of common stock (in shares) | 0 | |||||||||||||||||||||||||
Equity-based compensation | $ 203 | 176 | 27 | |||||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 40,000 | |||||||||||||||||||||||||
Issuance of restricted shares/units | 1 | $ 1 | ||||||||||||||||||||||||
Issuance of common stock (in shares) | 4,749,000 | |||||||||||||||||||||||||
Issuance of common stock | 5,664 | $ 47 | 5,617 | |||||||||||||||||||||||
Dividends declared - preferred shares | $ (610) | $ (505) | $ (693) | $ (511) | $ (518) | $ (2,461) | $ (170) | $ (610) | $ (505) | $ (693) | $ (511) | $ (518) | $ (2,461) | $ (170) | ||||||||||||
Dividends Declared - Stirling OP | (4) | (4) | ||||||||||||||||||||||||
Issuance of Stirling OP common units | 28 | 28 | ||||||||||||||||||||||||
Redemption value adjustment | 413 | 413 | ||||||||||||||||||||||||
Redemption value adjustment – preferred stock | (669) | (669) | ||||||||||||||||||||||||
Redemption of preferred stock (in shares) | 486,000 | |||||||||||||||||||||||||
Redemption of preferred stock | 563 | $ 5 | 558 | |||||||||||||||||||||||
Contributions from noncontrolling interests in consolidated entities | 931 | 931 | ||||||||||||||||||||||||
Extinguishment of preferred stock (in shares) | (9,000) | (29,000) | (9,000) | (40,000) | 1,316,000 | |||||||||||||||||||||
Extinguishment of preferred stock | 0 | $ 0 | $ 0 | $ 13 | (224) | 211 | ||||||||||||||||||||
Net income (loss) | 50,246 | 50,254 | (8) | |||||||||||||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2024 | 1,160,000 | 1,095,000 | 1,503,000 | 1,090,000 | 1,104,000 | 46,758,000 | ||||||||||||||||||||
Ending balance, value at Jun. 30, 2024 | (207,976) | $ 12 | $ 11 | $ 15 | $ 11 | $ 11 | $ 468 | $ 2,389,941 | $ (2,616,339) | $ 17,894 | ||||||||||||||||
Outstanding at beginning of year, temporary equity (in shares) at Mar. 31, 2024 | 4,353,000 | 262,000 | ||||||||||||||||||||||||
Outstanding at beginning of year, temporary equity at Mar. 31, 2024 | $ 100,192 | $ 6,434 | ||||||||||||||||||||||||
Beginning balance, value at Mar. 31, 2024 | 22,300 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Equity-based compensation | 520 | |||||||||||||||||||||||||
Issuance of preferred shares (in shares) | 853,000 | 101,000 | 871,000 | 101,000 | ||||||||||||||||||||||
Issuances of preferred stock | $ 19,486 | $ 2,439 | ||||||||||||||||||||||||
Redemption value adjustment | (413) | |||||||||||||||||||||||||
Redemption value adjustment – preferred stock | $ 565 | $ 104 | ||||||||||||||||||||||||
Redemption of preferred stock (in shares) | (18,000) | (5,000) | ||||||||||||||||||||||||
Redemption of preferred stock | $ (426) | $ (137) | ||||||||||||||||||||||||
Net income (loss) | 565 | |||||||||||||||||||||||||
Outstanding at end of year, temporary equity (in shares) at Jun. 30, 2024 | 5,206,397 | 357,934 | 5,206,000 | 358,000 | ||||||||||||||||||||||
Outstanding at end of year, temporary equity at Jun. 30, 2024 | $ 119,817 | $ 8,840 | $ 119,817 | $ 8,840 | ||||||||||||||||||||||
Ending balance, value at Jun. 30, 2024 | $ 22,972 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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 | $ 1.06 | $ 1.06 |
Preferred Stock | Preferred Stock, Series F | ||||
Dividends declared - preferred stock (in dollars per share) | 0.46 | 0.46 | 0.92 | 0.92 |
Preferred Stock | Preferred Stock, Series G | ||||
Dividends declared - preferred stock (in dollars per share) | 0.46 | 0.46 | 0.92 | 0.92 |
Preferred Stock | Preferred Stock, Series H | ||||
Dividends declared - preferred stock (in dollars per share) | 0.47 | 0.47 | 0.94 | 0.94 |
Preferred Stock | Preferred Stock, Series I | ||||
Dividends declared - preferred stock (in dollars per share) | 0.47 | 0.47 | 0.94 | 0.94 |
Preferred Stock | Preferred Stock, Series J | ||||
Dividends declared - preferred stock (in dollars per share) | 0.50 | 0.50 | 1 | 1 |
Preferred Stock | Preferred Stock, Series K | ||||
Dividends declared - preferred stock (in dollars per share) | $ 0.52 | $ 0.51 | $ 1.03 | $ 1.03 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 123,216 | $ (86,479) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 77,731 | 95,009 |
Amortization of intangibles | (81) | 7 |
Recognition of deferred income | (111) | (249) |
Bad debt expense | 1,134 | 1,502 |
Deferred income tax expense (benefit) | 22 | 23 |
Equity in (earnings) loss of unconsolidated entities | 695 | 577 |
(Gain) loss on consolidation of VIE and disposition of assets and hotel properties | (94,397) | (1,053) |
Gain (loss) on derecognition of assets | (145,634) | 0 |
(Gain) loss on extinguishment of debt | (45) | 0 |
Realized and unrealized (gain) loss on derivatives | (6,118) | (7,168) |
Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees | 10,028 | 11,717 |
Equity-based compensation | 1,287 | 2,883 |
Non-cash interest income | (916) | (243) |
Changes in operating assets and liabilities, exclusive of the effect of the consolidation of VIE and disposition of asset and hotel properties and derecognition of assets: | ||
Accounts receivable and inventories | (20,403) | (10,575) |
Prepaid expenses and other assets | 4,195 | (2,435) |
Accounts payable and accrued expenses and accrued interest payable | 7,242 | 15,849 |
Accrued interest associated with hotels in receivership | 20,960 | 1,894 |
Due to/from related parties | (10,122) | 2,633 |
Due to/from third-party hotel managers | (2,363) | 3,567 |
Due to/from Ashford Inc., net | (4,803) | 7,838 |
Operating lease liabilities | (204) | 332 |
Operating lease right-of-use assets | 201 | (336) |
Other liabilities | (3) | (4) |
Net cash provided by (used in) operating activities | (38,489) | 35,289 |
Cash Flows from Investing Activities | ||
Improvements and additions to hotel properties | (64,816) | (68,005) |
Net proceeds from disposition of assets and hotel properties | 300,022 | 0 |
Payments for initial franchise fees | 0 | (149) |
Issuance of note receivable | (2,632) | 0 |
Proceeds from property insurance | 755 | 327 |
Restricted cash received from initial consolidation of VIE | 0 | 18,201 |
Net cash provided by (used in) investing activities | 233,329 | (49,626) |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness | 28,223 | 99,655 |
Repayments of indebtedness | (316,418) | (257,473) |
Payments for loan costs and exit fees | (16,598) | (9,862) |
Payments for dividends and distributions | (9,466) | (6,674) |
Purchases of common stock | (49) | (90) |
Redemption of preferred stock | 0 | (53) |
Payments for derivatives | (15,088) | (14,184) |
Proceeds from derivatives | 16,429 | 31,037 |
Proceeds from common stock offerings | 7,746 | 0 |
Proceeds from preferred stock offerings | 42,341 | 34,680 |
Payments on finance lease liabilities | (234) | (192) |
Issuance of Stirling OP common units | 36 | 0 |
Contributions from noncontrolling interest in consolidated entities | 2,979 | 0 |
Net cash provided by (used in) financing activities | (260,099) | (123,156) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (65,259) | (137,493) |
Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale) | 311,534 | 559,026 |
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) | 246,275 | 421,533 |
Supplemental Cash Flow Information | ||
Interest paid | 142,695 | 158,928 |
Income taxes paid (refunded) | 1,055 | 8 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Accrued but unpaid capital expenditures | 15,006 | 17,888 |
Accrued common stock offering costs | 66 | 0 |
Accrued preferred stock offering costs | 13 | 0 |
Non-cash issuance of Stirling OP common units | 8 | 0 |
Non-cash extinguishment of preferred stock | 5,393 | 0 |
Issuance of common stock from preferred stock exchanges | 3,609 | 0 |
Non-cash preferred stock dividends | 816 | 61 |
Unsettled proceeds from derivatives | 1,319 | 1,412 |
Non-cash derecognition of assets | 231,639 | 0 |
Dividends and distributions declared but not paid | 3,767 | 3,378 |
Consolidation of VIEs (VIE asset/(liability) additions | 0 | (681) |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents at beginning of period | 165,231 | 417,064 |
Restricted cash at beginning of period | 146,079 | 141,962 |
Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale) | 311,310 | 559,026 |
Cash and cash equivalents at beginning of period included in assets held for sale | 1 | 0 |
Restricted cash at beginning of period included in assets held for sale | 223 | 0 |
Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale) | 311,534 | 559,026 |
Cash and cash equivalents at end of period | 121,774 | 251,547 |
Restricted cash at end of period | 124,501 | 167,473 |
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) | 246,275 | 419,020 |
Restricted cash at end of period included in assets held for sale | 0 | 2,513 |
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) | $ 246,275 | $ 421,533 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, we held interests in the following assets: • 69 consolidated operating hotel properties, which represent 17,087 total rooms; • Four consolidated operating hotel properties, which represent 405 total rooms owned through a 99.3% ownership interest in Stirling REIT OP, LP (“Stirling OP”), which was formed by Stirling Hotels & Resorts, Inc. (“Stirling Inc.”) to acquire and own a diverse portfolio of stabilized income-producing hotels and resorts. See note 2; • one consolidated hotel property under development through a 32.5% owned investment in a consolidated entity; • 15.1% ownership in OpenKey, Inc. (“OpenKey”) with a carrying value of approximately $1.3 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 $8.0 million. For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of June 30, 2024, our 69 operating hotel properties and four Stirling OP hotel properties were leased or owned by our wholly owned or majority owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. Our 69 operating hotel properties and four Stirling OP hotel properties in our consolidated 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 contractually engage hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 50 of our 69 operating hotel properties and three of the four Stirling OP hotel properties. Third-party management companies manage the remaining hotel properties. Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audiovisual services, real estate advisory and brokerage services, insurance policies covering general liability, workers’ compensation and business automobile claims and insurance claims services, hypoallergenic premium rooms, watersport activities, broker-dealer and distribution services, mobile key technology and cash management services. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 adjustments) 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 2023 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024. 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. 815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. On May 31, 2023, Ashford Trust obtained the ability to exercise its kick-out rights of the manager of 815 Commerce MM, which is developing the Le Meridien hotel in Fort Worth, Texas. As a result, Ashford Trust became the primary beneficiary and began consolidating 815 Commerce MM. During 2023, the Company funded a default loan to the manager of 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. The total amount of balancing deposits required by the property construction lender are up to $9.5 million. At June 30, 2024 the Company has funded $9.5 million. On December 6, 2023, the Company entered into a Contribution Agreement with Stirling OP, a subsidiary of Stirling Inc. Pursuant to the terms of the Contribution Agreement, the Company contributed its equity interests, and the associated debt and other obligations, in Residence Inn Manchester, Hampton Inn Buford, SpringHill Suites Buford and Residence Inn Jacksonville to Stirling OP in exchange for 1.4 million Class I units of Stirling OP. The Company determined the transaction resulted in Ashford Trust becoming the primary beneficiary of Stirling OP in contemplation of: 1) the related party group comprised of (i) Ashford Trust and (ii) the stockholders who have control over election or removal of the board of directors of Stirling Inc. that have power to direct the most significant activities of Stirling OP; and 2) the consideration that substantially all the economics are held by the Company through its equity interest, and substantially all of the activities are performed on the Company’s behalf. As a result, Ashford Trust began consolidating Stirling OP as of December 6, 2023 and as such, the properties and debt continue to be reflected on the Company's balance sheet at their historical carrying values. As of June 30, 2024 Ashford Trust remains the primary beneficiary and continues to consolidate Stirling OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The following transactions affect reporting comparability of our consolidated financial statements: Property Location Type Date WorldQuest Resort Orlando, FL Disposition August 1, 2023 Sheraton Bucks County Langhorne, PA Disposition November 9, 2023 Embassy Suites Flagstaff Flagstaff, AZ Disposition November 29, 2023 Embassy Suites Walnut Creek Walnut Creek, CA Disposition November 29, 2023 Marriott Bridgewater Bridgewater, NJ Disposition November 29, 2023 Marriott Research Triangle Park Durham, NC Disposition November 29, 2023 W Atlanta Atlanta, GA Disposition November 29, 2023 Courtyard Columbus Tipton Lakes Columbus, IN Derecognized March 1, 2024 Courtyard Old Town Scottsdale, AZ Derecognized March 1, 2024 Residence Inn Hughes Center Las Vegas, NV Derecognized March 1, 2024 Residence Inn Phoenix Airport Phoenix, AZ Derecognized March 1, 2024 Residence Inn San Jose Newark Newark, CA Derecognized March 1, 2024 SpringHill Suites Manhattan Beach Hawthorne, CA Derecognized March 1, 2024 SpringHill Suites Plymouth Meeting Plymouth Meeting, PA Derecognized March 1, 2024 Courtyard Basking Ridge Basking Ridge, NJ Derecognized March 1, 2024 Courtyard Newark Silicon Valley Newark, CA Derecognized March 1, 2024 Courtyard Oakland Airport Oakland, CA Derecognized March 1, 2024 Courtyard Plano Legacy Park Plano, TX Derecognized March 1, 2024 Residence Inn Plano Plano, TX Derecognized March 1, 2024 SpringHill Suites BWI Airport Baltimore, MD Derecognized March 1, 2024 TownePlace Suites Manhattan Beach Hawthorne, CA Derecognized March 1, 2024 Residence Inn Salt Lake City Salt Lake City, UT Disposition March 6, 2024 Hilton Boston Back Bay Boston, MA Disposition April 9, 2024 Hampton Inn Lawrenceville Lawrenceville, GA Disposition April 23, 2024 Courtyard Manchester Manchester, CT Disposition May 30, 2024 SpringHill Suites Kennesaw Kennesaw, GA Disposition June 10, 2024 Fairfield Inn Kennesaw Kennesaw, GA Disposition June 10, 2024 One Ocean Atlantic Beach, FL Disposition June 27, 2024 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 Issued Accounting Standard s —In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. As of June 30, 2024, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topics 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of June 30, 2024, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements. Reclassification —Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following tables present our revenue disaggregated by geographical area (dollars in thousands): Three Months Ended June 30, 2024 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 14,321 $ 4,077 $ 934 $ — $ 19,332 Boston, MA Area 1 7,974 639 471 — 9,084 Dallas / Ft. Worth, TX Area 5 14,710 3,969 1,100 — 19,779 Houston, TX Area 3 6,894 2,509 274 — 9,677 Los Angeles, CA Metro Area 4 17,912 4,119 1,173 — 23,204 Miami, FL Metro Area 2 5,899 2,633 345 — 8,877 Minneapolis - St. Paul, MN Area 2 3,897 1,551 140 — 5,588 Nashville, TN Area 1 16,003 7,005 1,214 — 24,222 New York / New Jersey Metro Area 4 11,471 3,513 511 — 15,495 Orlando, FL Area 2 5,586 366 530 — 6,482 Philadelphia, PA Area 1 3,631 268 288 — 4,187 San Diego, CA Area 2 6,158 460 376 — 6,994 San Francisco - Oakland, CA Metro Area 3 9,943 1,318 333 — 11,594 Tampa, FL Area 2 7,063 1,908 515 — 9,486 Washington D.C. - MD - VA Area 9 41,078 7,927 2,414 — 51,419 Other Areas 26 65,344 11,177 5,282 — 81,803 Disposed properties 21 5,721 1,821 1,034 — 8,576 Corporate — — — — 683 683 Total 94 $ 243,605 $ 55,260 $ 16,934 $ 683 $ 316,482 Three Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 15,072 $ 4,240 $ 956 $ — $ 20,268 Boston, MA Area 1 7,726 776 449 — 8,951 Dallas / Ft. Worth, TX Area 5 13,880 3,762 1,002 — 18,644 Houston, TX Area 3 7,173 2,694 200 — 10,067 Los Angeles, CA Metro Area 4 18,416 4,499 1,095 — 24,010 Miami, FL Metro Area 2 6,099 2,241 232 — 8,572 Minneapolis - St. Paul, MN Area 2 3,960 1,463 155 — 5,578 Nashville, TN Area 1 15,369 7,598 1,032 — 23,999 New York / New Jersey Metro Area 4 11,122 4,059 703 — 15,884 Orlando, FL Area 2 6,309 407 525 — 7,241 Philadelphia, PA Area 1 3,424 281 198 — 3,903 San Diego, CA Area 2 5,626 349 367 — 6,342 San Francisco - Oakland, CA Metro Area 3 9,414 1,087 300 — 10,801 Tampa, FL Area 2 7,495 2,014 468 — 9,977 Washington D.C. - MD - VA Area 9 39,447 7,274 2,395 — 49,116 Other Areas 26 63,940 11,563 4,625 — 80,128 Disposed properties (1) 27 59,443 7,440 4,614 — 71,497 Corporate — — — — 771 771 Total 100 $ 293,915 $ 61,747 $ 19,316 $ 771 $ 375,749 Six Months Ended June 30, 2024 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 27,638 $ 8,254 $ 1,871 $ — $ 37,763 Boston, MA Area 1 11,531 1,151 888 — 13,570 Dallas / Ft. Worth, TX Area 5 28,393 8,845 1,984 — 39,222 Houston, TX Area 3 13,018 4,986 524 — 18,528 Los Angeles, CA Metro Area 4 36,853 9,168 2,306 — 48,327 Miami, FL Metro Area 2 15,116 5,696 703 — 21,515 Minneapolis - St. Paul, MN 2 6,446 2,357 274 — 9,077 Nashville, TN Area 1 29,536 15,139 2,328 — 47,003 New York / New Jersey Metro Area 4 19,654 7,030 948 — 27,632 Orlando, FL Area 2 12,530 774 1,140 — 14,444 Philadelphia, PA Area 1 5,904 483 533 — 6,920 San Diego, CA Area 2 11,366 778 763 — 12,907 San Francisco - Oakland, CA Metro Area 3 18,931 2,652 723 — 22,306 Tampa, FL Area 2 16,696 4,219 1,022 — 21,937 Washington D.C. - MD - VA Area 9 70,903 13,988 4,576 — 89,467 Other Areas 26 116,691 22,187 9,640 — 148,518 Disposed properties 21 31,606 4,911 3,403 — 39,920 Corporate — — — — 1,322 1,322 Total 94 $ 472,812 $ 112,618 $ 33,626 $ 1,322 $ 620,378 Six Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 29,029 $ 8,413 $ 1,770 $ — $ 39,212 Boston, MA Area 1 10,782 1,037 865 — 12,684 Dallas / Ft. Worth, TX Area 5 28,296 9,087 1,893 — 39,276 Houston, TX Area 3 13,987 5,252 481 — 19,720 Los Angeles, CA Metro Area 4 37,134 9,384 1,956 — 48,474 Miami, FL Metro Area 2 14,729 5,078 438 — 20,245 Minneapolis - St. Paul, MN 2 6,355 2,057 434 — 8,846 Nashville, TN Area 1 28,586 14,942 1,724 — 45,252 New York / New Jersey Metro Area 4 19,037 7,737 1,167 — 27,941 Orlando, FL Area 2 13,235 919 1,016 — 15,170 Philadelphia, PA Area 1 5,936 573 345 — 6,854 San Diego, CA Area 2 10,340 646 684 — 11,670 San Francisco - Oakland, CA Metro Area 3 17,536 2,535 596 — 20,667 Tampa, FL Area 2 17,342 3,997 922 — 22,261 Washington D.C. - MD - VA Area 9 67,467 13,157 4,241 — 84,865 Other Areas 26 116,789 22,235 8,349 — 147,373 Disposed properties (1) 27 110,290 13,689 8,717 — 132,696 Corporate — — — — 1,429 1,429 Total 100 $ 546,870 $ 120,738 $ 35,598 $ 1,429 $ 704,635 _____________________________ (1) Includes WorldQuest Resort that was sold on August 1, 2023. |
Investments in Hotel Properties
Investments in Hotel Properties, net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Land $ 475,682 $ 605,509 Buildings and improvements 2,847,066 3,331,645 Furniture, fixtures and equipment 158,765 175,991 Construction in progress 116,537 114,850 Hilton Marietta finance lease 17,269 17,269 Total cost 3,615,319 4,245,264 Accumulated depreciation (1,112,228) (1,293,332) Investments in hotel properties, net $ 2,503,091 $ 2,951,932 |
Dispositions and Impairment Cha
Dispositions and Impairment Charges | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Impairment Charges | Dispositions and Impairment Charges Dispositions On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. We derecognized the hotel properties securing the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet as of March 1, 2024, when the receiver took control of the hotels, and accordingly recognized a gain of $133.9 million which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations. For the three months ended June 30, 2024, we recognized a gain of $11.7 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations. The gain primarily represents the accrued interest expense associated with the default of the KEYS A and KEYS B loans, which results in a corresponding increase of the contract asset on our consolidated balance sheet as we expect to be released from this obligation upon final resolution with the lender. See note 7. On March 6, 2024, the Company sold the Residence Inn Salt Lake City in Salt Lake City, Utah for $19.2 million in cash. The sale resulted in a gain of approximately $6.9 million for the six months ended June 30, 2024, which was included in “gain (loss) on consolidation of VIE and disposition of assets and hotel properties” in the consolidated statements of operations. See note 7 . On April 9, 2024, the Company sold the Hilton Boston Back Bay in Boston, Massachusetts for $171 million in cash. The sale resulted in a gain of approximately $117,000 for the three and six months ended June 30, 2024, which was included in “gain (loss) on consolidation of VIE and disposition of assets and hotel properties” in the consolidated statements of operations. See note 7 . On April 23, 2024, the Company sold the Hampton Inn Lawrenceville in Lawrenceville, Georgia for $8.1 million in cash. The sale resulted in a gain of approximately $4.8 million for the three and six months ended June 30, 2024, which was included in “gain (loss) on consolidation of VIE and disposition of assets and hotel properties” in the consolidated statements of operations. See note 7 . On May 30, 2024, the Company sold the Courtyard Manchester in Manchester, Connecticut for $8.0 million in cash. The sale resulted in a gain of approximately $2.1 million for the three and six months ended June 30, 2024, which was included in “gain (loss) on consolidation of VIE and disposition of assets and hotel properties” in the consolidated statements of operations. See note 7 . On June 10, 2024, the Company sold the SpringHill Suites Kennesaw and Fairfield Inn Kennesaw in Kennesaw, Georgia for $17.5 million in cash. The sales resulted in a gain of approximately $9.6 million for the three and six months ended June 30, 2024, which was included in “gain (loss) on consolidation of VIE and disposition of assets and hotel properties” in the consolidated statements of operations. See note 7 . On June 27, 2024, the Company sold the One Ocean Resort and Spa in Atlantic Beach, Florida for $87.0 million in cash. The sale resulted in a gain of approximately $70.9 million for the three and six months ended June 30, 2024, which was included in “gain (loss) on consolidation of VIE and disposition of assets and hotel properties” in the consolidated statements of operations. See note 7 . The results of operations for disposed and derecognized hotel properties are included in net income (loss) through the date of disposition. See note 2 for the fiscal year 2023 and 2024 dispositions. The following table includes condensed financial information for the three and six months ended June 30, 2024 and 2023 f rom the Company’s dispositions (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total hotel revenue $ 8,577 $ 71,497 $ 39,921 $ 132,696 Total hotel operating expenses (6,673) (46,160) (29,453) (89,413) Property taxes, insurance and other (616) (3,692) (3,022) (7,262) Depreciation and amortization (418) (8,995) (3,770) (18,452) Total operating expenses (7,707) (58,847) (36,245) (115,127) Gain (loss) on consolidation of VIE and disposition of assets and hotel properties 87,441 — 94,397 — Gain (loss) on derecognition of assets 11,725 — 145,634 — Operating income (loss) 100,036 12,650 243,707 17,569 Interest income — 51 43 80 Interest expense and amortization of discounts and loan costs (1,621) (9,517) (5,588) (18,020) Interest expense associated with hotels in receivership (11,944) (8,493) (24,042) (15,640) Write-off of premiums, loan costs and exit fees (850) — (838) — Gain (loss) on extinguishment of debt — — 45 — Income (loss) before income taxes 85,621 (5,309) 213,327 (16,011) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (1,079) 61 (2,677) 165 Net income (loss) attributable to the Company $ 84,542 $ (5,248) $ 210,650 $ (15,846) Impairment Charges For the three and six months ended June 30, 2024 and 2023, no impairment charges were recorded. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, the Company has made investments in OpenKey totaling approximately $5.5 million. In November 2022, the Company made an initial investment of $9.1 million in an entity that holds the Meritage Investment in Napa, California. 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. The following table summarizes our carrying value and ownership interest in unconsolidated entities: June 30, 2024 December 31, 2023 Carrying value of the investment in OpenKey (in thousands) $ 1,286 $ 1,575 Ownership interest in OpenKey 15.1 % 15.1 % Carrying value of the Meritage Investment (in thousands) $ 7,979 $ 8,385 The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 OpenKey $ (180) $ (152) $ (289) $ (302) Meritage Investment 18 (29) (406) (275) $ (162) $ (181) $ (695) $ (577) We review our investments in unconsolidated entities for impairment each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any other-than-temporary impairment is recorded in equity in earnings (loss) of unconsolidated entities. No impairment charges were recorded during the three and six months ended June 30, 2024 and 2023. |
Indebtedness, net
Indebtedness, net | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate June 30, 2024 December 31, 2023 Mortgage loan (2) 1 hotel May 2024 4.99 % $ — $ 5,613 Mortgage loan (3) 1 hotel June 2024 SOFR (1) + 2.00 % 8,881 8,881 Mortgage loan (4) 2 hotels August 2024 4.85 % — 10,945 Mortgage loan (5) 1 hotel November 2024 SOFR (1) + 4.76 % 86,000 86,000 Mortgage loan (6) 17 hotels November 2024 SOFR (1) + 3.39 % 409,750 409,750 Mortgage loan (7) 1 hotel December 2024 SOFR (1) + 4.00 % 37,000 37,000 Mortgage loan (8) 1 hotel December 2024 SOFR (1) + 2.85 % 13,683 13,759 Mortgage loan (9) 2 hotels February 2025 4.45 % 26,319 45,792 Mortgage loan (10) 8 hotels February 2025 SOFR (1) + 3.28 % 335,000 345,000 Mortgage loan 1 hotel March 2025 4.66 % 22,441 22,742 Mortgage loan (11) 2 hotels March 2025 SOFR (1) + 2.80 % — 240,000 Mortgage loan (12) 19 hotels April 2025 SOFR (1) + 3.51 % 862,027 862,027 Mortgage loan (13) 4 hotels June 2025 SOFR (1) + 4.03 % 143,877 143,877 Mortgage loan (14) 4 hotels June 2025 SOFR (1) + 4.29 % 159,424 237,061 Mortgage loan (15) 5 hotels June 2025 SOFR (1) + 3.02 % 109,473 119,003 Mortgage loan (16) 1 hotel August 2025 SOFR (1) + 3.91 % — 98,000 Term loan (17) Equity January 2026 14.00 % 98,212 183,082 Mortgage loan (18) 2 hotels May 2026 SOFR (1) + 4.00 % 98,450 98,450 Mortgage loan (11) 1 hotel May 2026 SOFR (1) + 3.98 % 267,200 — Mortgage loan (19) 4 hotels December 2028 8.51 % 30,200 30,200 Environmental loan (20) 1 hotel April 2024 10.00 % 588 571 Bridge loan (20) 1 hotel December 2024 7.75 % 20,898 19,889 TIF Loan (20) 1 hotel August 2025 8.25 % 5,609 5,609 Construction loan (20) 1 hotel May 2033 11.26 % 15,850 15,494 Total indebtedness $ 2,750,882 $ 3,038,745 Premiums (discounts), net 306 (606) Capitalized default interest and late charges 144 396 Deferred loan costs, net (13,883) (6,914) Embedded debt derivative 21,200 23,696 Indebtedness, net $ 2,758,649 $ 3,055,317 Indebtedness related to assets held for sale, net 1 hotel February 2025 4.45 % — 14,366 $ 2,758,649 $ 3,040,951 _____________________________ (1) SOFR rates were 5.34% and 5.35% at June 30, 2024 and December 31, 2023, respectively. (2) On May 30, 2024, we sold this property for $8.0 million. (3) This mortgage loan is in default as of June 30, 2024. The interest rate does not include the default or late payment rate in effect as of June 30, 2024. This mortgage loan has a SOFR floor of 2.0%. The asset securing the mortgage loan was disposed of on July 16, 2024. (4) On June 10, 2024, we sold the two properties securing this mortgage loan for $17.5 million. (5) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (6) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in November 2023. (7) 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%. (8) This loan has two one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in December 2023. (9) On March 6, 2024, we sold the Residence Inn Salt Lake City for $19.2 million. Proceeds from the sale were used to repay $19.0 million in principal. (10) This mortgage loan was amended in April 2024. Terms of the amendment included a $10.0 million paydown and added an additional one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in February 2024. (11) On May 9, 2024, we entered into a new $267.2 million loan secured by Nashville Renaissance. The new mortgage loan is interest only and bears interest at rate of SOFR + 3.98%, has a two-year initial term, and three one-year extension options, subject to satisfaction of certain conditions. The previous mortgage loan was secured by Nashville Renaissance and Princeton Westin. After the May 9, 2024 refinance, Princeton Westin is unencumbered. (12) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in April 2024. (13) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began effective June 2024. In accordance with exercising the extension option, the variable interest rate changed from SOFR + 3.90% to SOFR + 4.03%. (14) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in June 2024. In accordance with exercising the extension option, we repaid $11.4 million of principal and the variable interest rate changed from SOFR + 4.17% to SOFR + 4.29%. A portion of his mortgage loan relates to One Ocean Resort, which was sold on June 27, 2024, resulting in a $66.2 million paydown. See note 5. (15) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in June 2024. In accordance with exercising the extension the extension option, we repaid $9.5 million of principal and the variable interest rate changed from SOFR + 2.90% to SOFR + 3.02%. (16) On April 9, 2024, we sold this property for $171.0 million. (17) On March 11, 2024, we amended this term loan. Terms of the amendment extended the current maturity date to January 2026. (18) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (19) This loan is associated with Stirling OP. See discussion in notes 1 and 2. (20) This loan is associated with 815 Commerce Managing Member, LLC. See discussion in notes 1, 2 and 8. We recognized net premium (discount) amortization as presented in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Interest expense and amortization of discounts and loan costs $ (18) $ (4,657) $ (879) $ (8,830) The amortization of the net premium (discount) is computed using a method that approximates the effective interest method. During the years ended December 31, 2021 and 2020, the Company entered into forbearance and other agreements which were evaluated to be considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loan using the effective interest method. The amount of the capitalized principal that was amortized during the three and six months ended June 30, 2024 was $101,000 and $244,000, respectively. For the three and six months ended June 30, 2023, the amount of principal amortization was $1.8 million and $4.9 million, respectively. The amount of the capitalized principal that was written off during the three and six months ended June 30, 2024 was $8,000 and $8,000, respectively. There was no write off during the three and six months ended June 30, 2023. These amounts are included as a reduction to “interest expense and amortization of discounts and loan costs” in the consolidated statements of operations. On June 21, 2023, the Company and Ashford Trust OP (the “Borrower”), an indirect subsidiary of the Company, entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders”) and Oaktree Fund Administration, LLC. Amendment No. 2, subject to the conditions set forth therein, provides that, among other things: (i) the Delayed Draw Term Loan (“DDTL”) commitment expiration date will be July 7, 2023, or such earlier date that the Borrower makes an Initial DDTL draw to be used by the Borrower to prepay certain mortgage indebtedness; (ii) notwithstanding the occurrence of the DDTL commitment expiration date, up to $100,000,000 of Initial DDTLs will be made available by the Lenders for a period of twelve (12) months ending July 7, 2024 (none of which was used as of December 31, 2023), subject to the Borrower paying an unused fee of 9% per annum on the undrawn amount; (iii) Ashford Trust and the Borrower will be permitted to make certain restricted payments, including without limitation dividends on Ashford Trust’s preferred stock, without having to maintain unrestricted cash in an amount not less than the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith; (iv) a default on certain pool mortgage loans will not be counted against the $400,000,000 mortgage debt threshold amount; (v) for purposes of the mortgage debt threshold amount, a certain mortgage loan, with a current aggregate principal amount of $415,000,000, will be deemed to have a principal amount of $400,000,000; and (vi) when payable by the Borrower under the Credit Agreement, at least 50% of the exit fee shall be paid as a cash exit fee. On March 11, 2024, we entered into Amendment No. 3 to the Oaktree Credit Agreement which, among other items, (i) extends the Credit Agreement to January 15, 2026, (ii) removes the $50 million minimum cash requirement, (iii) removes the 3% increase in the interest rate if cash is below $100 million, (iv) removes the provision in which a default under mortgage indebtedness is a default under the Credit Agreement, (v) increases the interest rate by 3.5% if the principal balance is not less than $100 million as of September 30, 2024 or not fully repaid by March 31, 2025, (vi) terminates all “delayed draw” term loan commitments and the unused fees thereon, (vii) provides for a mandatory prepayment of the Credit Agreement at the end of each calendar quarter in the amount by which unrestricted cash exceeds $75 million for the first three quarters of 2024, $50 million for the fourth quarter of 2024, and $25 million for each quarter thereafter, (viii) provides for a mandatory prepayment of the Credit Agreement in an amount equal to 50% of all net proceeds raised from the issuance of equity, including non-traded preferred stock (increased to 100% of such net proceeds if the principal balance is not less than $100 million as of September 30, 2024 or not fully repaid by March 31, 2025), (ix) removes the option to pay the exit fee in the form of common stock warrants, (x) requires the exit fee to be paid in the form of a 15% cash exit fee (payable entirely in cash), which exit fee shall be reduced to 12.5% if the Oaktree Credit Agreement is repaid on or before September 30, 2024, (xi) requires the Company to use commercially reasonable efforts to sell fifteen specified hotels, (xii) if the principal balance is not less than $100 million as of September 30, 2024 or not fully repaid by March 31, 2025, requires the Company to sell eight specified hotels at a minimum sales price within six months, with the net sales proceeds to be applied as a prepayment of the Credit Agreement, (xiii) requires the Company to use commercially reasonable efforts to refinance the Renaissance Nashville hotel property, and (xiv) limits the Company’s ability to perform discretionary capital expenditures. The KEYS mortgage loans were entered into on June 13, 2018, each of which had a two-year initial term and five one-year extension options. In order to qualify for a one-year extension in June of 2023, each KEYS loan pool was required to achieve a certain debt yield test. The Company extended its KEYS Pool C loan with a paydown of approximately $62.4 million, its KEYS Pool D loan with a paydown of approximately $25.6 million, and its KEYS Pool E loan with a paydown of approximately $41.0 million. On June 9, 2023 the Company received a 30-day extension to satisfy the extension conditions in order to negotiate modifications to the respective extension tests. On July 7, 2023, the Company elected not to make the required paydowns to extend its KEYS Pool A loan, KEYS Pool B loan and KEYS Pool F loan thereby defaulting on such loans. On November 29, 2023, the Company completed the deed in lieu of foreclosure transaction for the transfer of ownership of the KEYS Pool F $215.1 million mortgage to the mortgage lender. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties securing the KEYS Pool A and Pool B loans: KEYS A Loan Pool Courtyard Columbus Tipton Lakes – Columbus, IN Courtyard Old Town – Scottsdale, AZ Residence Inn Hughes Center – Las Vegas, NV Residence Inn Phoenix Airport – Phoenix, AZ Residence Inn San Jose Newark – Newark, CA SpringHill Suites Manhattan Beach – Hawthorne, CA SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA KEYS B Loan Pool Courtyard Basking Ridge – Basking Ridge, NJ Courtyard Newark Silicon Valley – Newark, CA Courtyard Oakland Airport – Oakland, CA Courtyard Plano Legacy Park – Plano, TX Residence Inn Plano – Plano, TX SpringHill Suites BWI Airport – Baltimore, MD TownePlace Suites Manhattan Beach – Hawthorne, CA We derecognized the hotel properties securing the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties, and accordingly recognized a gain of $133.9 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations and recorded a contract asset of $378.2 million, which represented the liabilities we expect to be released from upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties. During the three months ended June 30, 2024, we recognized an additional gain of $11.7 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations that increased the contract asset to a total of $390.1 million at June 30, 2024, which is the amount we expect to be released from. The additional gain primarily represents the additional accrued interest expense recorded during the three months ended June 30, 2024. The $180.7 million KEYS Pool A and the $174.4 million KEYS Pool B mortgage loans as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus is included in “indebtedness associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. In June 2024, the Company was informed by its lender that the lender intended to exercise remedies for the maturity default on the Ashton Hotel in Fort Worth, Texas, which secures the Company’s $8.9 million mortgage loan. The Company and the lender agreed to a deed-in-lieu of foreclosure, which was completed on July 16, 2024. 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. 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 June 30, 2024, we were in compliance with all covenants related to mortgage loans, with the exception of the KEYS Pool A, KEYS Pool B and the Ashton mortgage loans discussed above. We were also in compliance with all covenants under the senior secured term loan facility with Oaktree Capital Management L.P. (“Oaktree”). 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. In conjunction with the development of the Le Meridien in Fort Worth, Texas, which was consolidated as of May 31, 2023, the Company recorded for the three and six months ended June 30, 2024 $1.4 million and $2.7 million of capitalized interest. For the three and six months ended June 30, 2023, the Company recorded $566,000 and $566,000 of capitalized interest. These amounts are included in “investment in hotel properties, net” in our consolidated balance sheet. See note 4. |
Notes Receivable, Net and Other
Notes Receivable, Net and Other | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Notes Receivable, Net and Other | Note Receivable, Net and Other As of June 30, 2024, the Company has a note receivable of $10.8 million, which consists of advances of $9.5 million and accrued interest of $1.3 million with the manager of 815 Commerce MM, who also holds a non-controlling interest in 815 Commerce MM. See discussion in note 2. As of June 30, 2024, the Company has a maximum note commitment of up to $9.5 million, which is the total of balancing deposits required by the property construction lender. On July 8, 2024, the Company approved additional funding of approximately $2.5 million. The note bears interest at 18.0% per annum. The note receivable is payable within 30 days after demand. If the manager fails upon demand to repay the note receivable with interest, the Company will have the right to convert the unpaid principal plus all accrued interest thereon to an additional capital contribution in which case the deemed additional capital contributions by the manager will be deemed to have not occurred and the percentage interests and the residual sharing percentages of the members shall be adjusted. The note receivable may be prepaid in whole or in part. The following table summarizes the note receivable (dollars in thousands): Interest Rate June 30, 2024 December 31, 2023 Note receivable 18.0 % $ 10,846 $ 7,369 The following table summarizes the interest income associated with the note receivable (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Other income (expense) $ 459 $ 20 $ 845 $ 20 On September 1, 2022, the Company sold the Sheraton Ann Arbor. 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 June 30, 2024 December 31, 2023 Deferred Consideration Face amount 10.0 % $ 1,500 $ 1,500 Discount (1) (37) (108) $ 1,463 $ 1,392 _______________ (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 June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Other income (expense) $ 36 $ 32 $ 71 $ 64 We review receivables for impairment each reporting period. Under the model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period. Our assessment of impairment is based on considerable management judgment and assumptions. No impairment charges were recorded for the three and six months ended June 30, 2024 and 2023. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 6 Months Ended |
Jun. 30, 2024 | |
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: Six Months Ended June 30, 2024 2023 Interest rate caps: Notional amount (in thousands) $ 2,183,242 (1) $ 1,704,167 (1) Strike rate low end of range 3.10 % 4.00 % Strike rate high end of range 7.31 % 6.90 % Effective date range February 2024 - June 2024 February 2023 - June 2023 Termination date range February 2025 - May 2026 February 2024 - June 2025 Total cost (in thousands) $ 15,088 $ 14,184 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: June 30, 2024 December 31, 2023 Interest rate caps: Notional amount (in thousands) $ 3,474,732 (1) $ 3,351,271 (1) Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 7.31 % 6.90 % Termination date range November 2024 - May 2026 February 2024 - June 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 2,521,883 $ 2,689,927 _______________ (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 compound embedded debt derivative, consisting of the exit fee and other features which were bifurcated, 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 are 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 (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 June 30, 2024, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 5.340% to 3.877% 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 Company initially recorded an embedded debt derivative of $43.7 million, which was attributed to the compound embedded derivative liability associated with the Oaktree term loan. 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 June 30, 2024 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 risk-free rate of 4.88% 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 of 61.2% 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 of 63.8% 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 June 30, 2024. 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, 2022 $ 23,687 Re-measurement of fair value 934 Balance at March 31, 2023 24,621 Re-measurement of fair value (1,961) Balance at June 30, 2023 22,660 Re-measurement of fair value 436 Balance at September 30, 2023 23,096 Re-measurement of fair value 600 Balance at December 31, 2023 23,696 Re-measurement of fair value (2,624) Balance at March 31, 2024 21,072 Re-measurement of fair value 128 Balance at June 30, 2024 $ 21,200 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 June 30, 2024: Assets Derivative assets: Interest rate derivatives - caps $ — $ 16,332 $ — $ 16,332 (1) Total $ — $ 16,332 $ — $ 16,332 Liabilities Embedded debt derivative $ — $ — $ (21,200) $ (21,200) (2) Net $ — $ 16,332 $ (21,200) $ (4,868) December 31, 2023: Assets Derivative assets: Interest rate derivatives - caps $ — $ 13,696 $ — $ 13,696 (1) Total $ — $ 13,696 $ — $ 13,696 Liabilities Embedded debt derivative $ — $ — $ (23,696) $ (23,696) (2) Net $ — $ 13,696 $ (23,696) $ (10,000) ____________________________________ (1) Reported 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 June 30, 2024 2023 Assets Derivative assets: Interest rate derivatives - caps $ 1,485 $ 10,621 Total $ 1,485 $ 10,621 Liabilities Derivative liabilities: Embedded debt derivative $ (128) $ 1,962 Net $ 1,357 $ 12,583 Total combined Interest rate derivatives - caps $ (5,873) $ (1,345) Embedded debt derivative (128) 1,962 Unrealized gain (loss) on derivatives (6,001) (1) 617 (1) Realized gain (loss) on interest rate caps 7,358 (1) (2) 11,966 (1) (2) Net $ 1,357 $ 12,583 ____________________________________ (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. Gain (Loss) Recognized in Income Six Months Ended June 30, 2024 2023 Assets Derivative assets: Interest rate derivatives - caps $ 3,622 $ 6,141 Total $ 3,622 $ 6,141 Liabilities Derivative liabilities: Embedded debt derivative $ 2,496 $ 1,027 Net $ 6,118 $ 7,168 Total combined Interest rate derivatives - caps $ (12,450) $ (15,352) Embedded debt derivative 2,496 1,027 Unrealized gain (loss) on derivatives (9,954) (1) (14,325) (1) Realized gain (loss) on interest rate caps 16,072 (1) (2) 21,493 (1) (2) Net $ 6,118 $ 7,168 ____________________________________ (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 | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Derivative assets $ 16,332 $ 16,332 $ 13,696 $ 13,696 Financial liabilities measured at fair value: Embedded debt derivative $ 21,200 $ 21,200 $ 23,696 $ 23,696 Financial assets not measured at fair value: Cash and cash equivalents (1) $ 121,774 $ 121,774 $ 165,232 $ 165,232 Restricted cash (1) 124,501 124,501 146,302 146,302 Accounts receivable, net (1) 61,319 61,319 45,692 45,692 Notes receivable, net 10,846 10,846 7,369 7,369 Due from related parties, net 4,169 4,169 — — Due from third-party hotel managers (1) 22,163 22,163 21,681 21,681 Financial liabilities not measured at fair value: Indebtedness (1) $ 2,751,188 $2,694,074 $ 3,038,139 $2,960,630 Indebtedness associated with hotels in receivership 355,120 289,028 355,120 289,028 Accounts payable and accrued expenses (1) 134,571 134,571 129,554 129,554 Accrued interest payable (1) 11,788 11,788 13,040 13,040 Accrued interest associated with hotels in receivership 34,984 34,984 14,024 14,024 Dividends and distributions payable 3,767 3,767 3,566 3,566 Due to Ashford Inc., net (1) 7,513 7,513 13,262 13,262 Due to related parties, net — — 5,874 5,874 Due to third-party hotel managers 1,272 1,272 1,193 1,193 ____________________________________ (1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2023. 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, accrued interest associated with hotels in receivership, 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 100.0% of the carrying value of $10.8 million at June 30, 2024 and approximately 100.0% of the carrying value of $7.4 million at December 31, 2023. 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 and indebtedness associated with hotels in receivership. 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 97.9% of the carrying value of $2.8 billion at June 30, 2024 and approximately 97.4% of the carrying value of $3.0 billion at December 31, 2023. We estimated the fair value of indebtedness associated with hotels in receivership to be approximately 81.4% of the carrying value of $355.1 million at June 30, 2024 and approximately 81.4% of the carrying value of $355.1 million at December 31, 2023. These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ 50,254 $ (24,608) $ 121,815 $ (85,530) Less: dividends on preferred stock (5,468) (3,752) (10,479) (6,995) Less: deemed dividends on redeemable preferred stock (669) (826) (1,351) (1,233) Add: gain (loss) on extinguishment of preferred stock 211 — 1,784 — Less: net (income) loss allocated to performance stock units (203) — (542) — Distributed and undistributed income (loss) allocated to common stockholders - basic $ 44,125 $ (29,186) $ 111,227 $ (93,758) Add back: dividends on preferred stock - Series J (inclusive of deemed dividends) 3,026 — 5,693 — Add back: dividends on preferred stock - Series K (inclusive of deemed dividends) 274 — 421 — Distributed and undistributed income (loss) allocated to common stockholders - diluted $ 47,425 $ (29,186) $ 117,341 $ (93,758) Weighted average common shares outstanding: Weighted average shares outstanding - basic 43,243 34,429 40,850 34,385 Effect of assumed conversion of preferred stock - Series J 137,087 — 105,567 — Effect of assumed conversion of preferred stock - Series K 9,034 — 6,629 — Weighted average shares outstanding - diluted 189,364 34,429 153,046 34,385 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ 1.02 $ (0.85) $ 2.72 $ (2.73) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ 0.25 $ (0.85) $ 0.77 $ (2.73) 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested performance stock units $ 203 $ — $ 542 $ — Income (loss) attributable to redeemable noncontrolling interests in operating partnership 565 (349) 1,418 (949) Dividends on preferred stock - Series J (inclusive of deemed dividends) — 1,420 — 1,933 Dividends on preferred stock - Series K (inclusive of deemed dividends) — 54 — 88 Total $ 768 $ 1,125 $ 1,960 $ 1,072 Weighted average diluted shares are not adjusted for: Effect of assumed conversion of operating partnership units 553 400 527 367 Effect of assumed issuance of shares for term loan exit fee — 1,745 — 1,745 Effect of assumed conversion of preferred stock - Series J — 6,764 — 4,111 Effect of assumed conversion of preferred stock - Series K — 344 — 203 Total 553 9,253 527 6,426 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, 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. 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 determined 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. In May 2024, 100,000 LTIP units were issued to independent directors with a fair value of approximately $135,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2024. As of June 30, 2024, there were approximately 1.5 million Performance LTIP units outstanding, representing 250% of the target number granted for the 2022 and 2023 grants. As of June 30, 2024, we have issued a total of approximately 2.1 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 224,000 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: June 30, 2024 December 31, 2023 Redeemable noncontrolling interests in Ashford Trust OP (in thousands) $ 22,972 $ 22,007 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) $ 184,997 $ 186,201 Ownership percentage of operating partnership 1.26 % 1.27 % ____________________________________ (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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ (565) $ 349 $ (1,418) $ 949 |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 or 2023. Restricted Stock —We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuanc e. In May 2024, 40,000 shares of common stock were issued to independent directors with a fair value of approximately $54,000, which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2024. Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years, to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The 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. At-the-Market-Equity Distribution Agreement —On April 11, 2022, the Company entered into an equity distribution agreement (the “Virtu Equity Distribution Agreement”) with Virtu Americas LLC (“Virtu”), to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. The table below summarizes the activity (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Common stock issued 4,749 6,165 Gross proceeds $ 5,935 $ 8,182 Commissions and other expenses 60 82 Net proceeds $ 5,875 $ 8,100 Preferred Dividends —The board of directors declared quarterly dividends per share as presented below: Three Months Ended June 30, 2024 2023 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 Ashford Trust entered into privately negotiated exchange agreements with certain holders of its preferred stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). The table below summarizes the activity (in thousands): Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Preferred Shares Tendered Common Shares Issued Preferred Shares Tendered Common Shares Issued 8.45% Series D Cumulative Preferred Stock — — — — 7.375% Series F Cumulative Preferred Stock 9 141 80 737 7.375% Series G Cumulative Preferred Stock 29 434 29 434 7.50% Series H Cumulative Preferred Stock 9 141 80 727 7.50% Series I Cumulative Preferred Stock 40 600 57 756 87 1,316 246 2,654 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 and six months ended June 30, 2024 and 2023, respectively. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
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 and 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 provides for 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock shares issued (1) 853 1,073 1,717 1,487 Net proceeds $ 19,185 $ 24,132 $ 38,629 $ 33,458 ________ (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): June 30, 2024 December 31, 2023 Series J Preferred Stock $ 119,817 $ 79,975 Cumulative adjustments to Series J Preferred Stock (1) 4,693 3,473 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock $ 2,461 $ 618 $ 4,473 $ 751 The following table summarizes Series J Preferred Stock redemptions settled in cash (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock shares redeemed — 2 — 2 Redemption amount, net of redemption fees $ — $ 53 $ — $ 53 The following table summarizes Series J Preferred Stock redemptions settled in common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock shares redeemed 18 — 18 — Redemption amount, net of redemption fees $ 426 $ — $ 426 $ — Common shares issued upon redemption 367 — 367 — 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, and 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series K Preferred Stock shares issued (1) 101 38 170 70 Net proceeds $ 2,456 $ 909 $ 4,132 $ 1,696 ________ (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): June 30, 2024 December 31, 2023 Series K Preferred Stock $ 8,840 $ 4,783 Cumulative adjustments to Series K Preferred Stock (1) 276 146 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series K Preferred Stock $ 170 $ 30 $ 290 $ 37 The following table summarizes Series K Preferred Stock redemptions settled by the issuance of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series K Preferred Stock shares redeemed 5 — 6 — Redemption amount, net of redemption fees $ 137 $ — $ 169 $ — Common shares issued upon redemption 119 — 142 — |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Ashford Inc. Advisory Agreement with Ashford Trust OP Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. We pay a monthly base fee in an amount equal to 1/12 of (i) 0.70% of the Total Market Capitalization (as defined in our advisory agreement) of the Company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which the advisory agreement was in effect; provided, however, that in no event shall the Base Fee (as defined in our advisory agreement) 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 (as defined in our advisory agreement) 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Advisory services fee Base advisory fee $ 7,985 $ 8,249 $ 15,948 $ 16,718 Reimbursable expenses (1) 2,744 3,065 9,142 6,292 Equity-based compensation (2) 507 955 1,043 2,245 Total advisory services fee $ 11,236 $ 12,269 $ 26,133 $ 25,255 ________ (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. On September 27, 2022, an agreement was entered into by Ashford Inc., Ashford Trust and Braemar Hotels & Resorts Inc. (“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 basis points (“bps”) of the average daily balance of the funds managed by the advisor and is payable monthly in arrears. On March 2, 2023, we entered into a 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. On March 11, 2024, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “Advisory Agreement Limited Waiver”). Pursuant to the Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2024, cash incentive compensation to employees and other representatives of the Advisor. On March 12, 2024, we entered into the Third Amended and Restated Advisory Agreement with Ashford LLC (the “Third Amended and Restated Advisory Agreement”). The Third Amended and Restated Advisory Agreement amends and restates the terms of the Second Amended and Restated Advisory Agreement, dated January 14, 2021, to, among other items: (i) require the Company pay the advisor the Portfolio Company Fee (as defined in the Third Amended and Restated Advisory Agreement) upon certain specified defaults under the Company’s loan agreements resulting in the foreclosure of the Company’s hotel properties, (ii) provide that there shall be no additional payments to the advisor from the amendments to the master hotel management agreement with Remington Hospitality and the master project management agreement with Premier until the Oaktree Credit Agreement is paid in full, and limits, for a period of two years thereafter, the incremental financial impact to no more than $2 million per year in additional payments to the advisor from such amendments, (iii) reduces the Consolidated Tangible Net Worth covenant (as defined in the Third Amended and Restated Advisory Agreement) to $750 million (plus 75% of net equity proceeds received) from $1 billion (plus 75% of net equity proceeds received), (iv) revise the criteria that would constitute a Company Change of Control, (v) revise the definition of termination fee to provide for a minimum amount of such termination fee and (vi) revise the criteria that would constitute a voting control event. 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, Stirling OP, 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. has managed the casualty insurance program and beginning in December 2023, Warwick Insurance Company (“Warwick”), a subsidiary of Ashford Inc., provides and manages the general liability, workers’ compensation and business automobile insurance policies within the casualty insurance program. Each year Ashford Inc. collects funds from Ashford Trust, Braemar, Stirling OP and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis. Advisory Agreement with Stirling OP Stirling REIT Advisors, LLC (“Stirling Advisor”), a subsidiary of Ashford Inc., acts as Stirling OP’s advisor. The Advisory Agreement was effective December 6, 2023. Stirling Advisor is paid an annual management fee (payable monthly in arrears) of 1.25% of aggregate NAV represented by the Class T, Class S, Class D and Class I shares of Stirling Inc. Additionally, to the extent Stirling OP issues Class T, Class S, Class D or Class I operating partnership units to parties other than Stirling Inc., Stirling OP will pay Stirling Advisor a management fee equal to 1.25% of the aggregate NAV of Stirling OP attributable to such Class T, Class S, Class D and Class I operating partnership units not held by Stirling Inc. per annum payable monthly in arrears. No management fee will be paid with respect to Class E shares of Stirling Inc. or Class E units of Stirling OP. The management fee is allocated on a class-specific basis and borne by all holders of the applicable class. The management fee will be paid, at Stirling Advisor’s election, in cash, Class E shares of Stirling Inc. or Class E units of Stirling OP. If Stirling Advisor elects to receive any portion of its management fee in Class E shares or Class E units of Stirling OP, Stirling Inc. may be obligated to repurchase such Class E shares of Stirling Inc. or Class E units of Stirling OP from Stirling Advisor at a later date. Such repurchases will be outside Stirling Inc.’s share repurchase plan and thus will not be subject to the repurchase limits of the share repurchase plan or any early repurchase deduction. Stirling OP does not intend to pay Stirling Advisor any acquisition or other similar fees in connection with making investments. Stirling OP will, however, reimburse Stirling Advisor for out-of-pocket expenses in connection with the selection and acquisition of properties and real estate related debt, whether or not such investments are acquired, and make payments to third parties in connection with making investments. In addition to organization and offering expense and acquisition expense reimbursements, Stirling OP will reimburse Stirling Advisor for out-of-pocket costs and expenses it incurs in connection with the services it provides to Stirling Inc., including, but not limited to, (i) the actual cost of goods and services used by Stirling OP and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in connection with the purchase and sale of investments, (ii) expenses of managing and operating Stirling OP’s properties, whether payable to an affiliate or a non-affiliated person, and (iii) expenses related to personnel of Stirling Advisor performing services for Stirling OP other than those who provide investment advisory services or serve as executive officers of Stirling Inc. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Advisory services fee Base advisory fee $ 195 $ 452 Reimbursable expenses (1) 43 90 Total advisory services fee $ 238 $ 542 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. Lismore We engage Lismore or its subsidiaries to provide debt placement services, assist with loan modifications or refinancings on our behalf and brokerage services. During the three and six months ended June 30, 2024, we incurred fees of $3.3 million and $3.5 million, respectively. During the three and six months ended June 30, 2023, we incurred fees of $1.0 million and $1.4 million, respectively. Ashford Securities On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar (collectively, the “Parties” and each individually, a “Party”) with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs were allocated 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 was to 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, which provided that after the Amended and Restated True-Up Date, capital contributions for the remainder of fiscal year 2023 would be divided between each Party based on the Initial True-Up Ratio, there would be a true up reflecting amounts raised by Ashford Securities since June 10, 2019, and thereafter, the capital contributions would be divided among each Party in accordance with the cumulative ratio of capital raised by the Parties. Effective January 1, 2024, Ashford Trust entered into a Fourth Amended and Restated Contribution Agreement with Ashford Inc. and Braemar which states that, notwithstanding anything in the prior contribution agreements: (1) the Parties equally split responsibility for all aggregate contributions made by them to Ashford Securities through September 30, 2021 and (2) thereafter, their contributions for each quarter will be based on the ratio of the amounts raised by each Party through Ashford Securities the prior quarter compared to the total aggregate amount raised by the Parties through Ashford Securities the prior quarter. To the extent contributions made by any of the Parties through December 31, 2023 differed from the amounts owed pursuant to the foregoing, the Parties shall make true up payments to each other to settle the difference. During the first quarter of 2024, the funding requirement was revised based on the aggregate capital raised through Ashford Securities. This resulted in Ashford Trust making a payment of approximately $3.4 million to Ashford Inc. which resulted in expense of approximately $3.2 million for the six months ended June 30, 2024. As of June 30, 2024, Ashford Trust has funded approximately $9.2 million. As of December 31, 2023, Ashford Trust had funded approximately $180,000 and had a $3.1 million payable that is included in “due to Ashford Inc., net” on our consolidated balance sheet. During the first quarter of 2024, there was also a true-up of the capital contributions in accordance with the Third Amended and Restated Contribution Agreement made through December 31, 2023. This true-up resulted in the payment of $3.2 million to Ashford Inc. The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Corporate, general and administrative $ 1,566 $ 981 $ 6,456 $ 1,100 Design and Construction Services - Ashford Trust 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, architecture, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision. On March 12, 2024, Ashford Hospitality Limited Partnership entered into an Amended and Restated Master Project Management Agreement with Premier (the “A&R PMA”). The provisions of the A&R PMA are substantially the same as the Master Project Management Agreement, dated as of August 8, 2018. The A&R PMA provides for an initial term of ten years as to each hotel governed by the A&R PMA. The term may be renewed by Premier, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years; provided that at the time the option to renew is exercised, Premier is not then in default under the A&R PMA. The A&R PMA also (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee to be paid on a development, together with (and not in lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8%. Design and Construction Services - Stirling OP The Master Project Management Agreement provides that Premier shall be paid a project management fee equal to 4% of the total project costs associated with the implementation of the capital improvement budget (both hard and soft) until such time that the capital improvement budget and/or renovation project involves the expenditure of an amount in excess of 5% of the gross revenues of the applicable hotel, whereupon the design project management fee shall be reduced to 3% of the total project costs in excess of the 5% of gross revenue threshold. The Master Project Management Agreement provides that Premier shall provide the following services and shall be paid the following fees: (i) architecture (6.5% of total construction costs, plus reimbursement for all third-party, out-of-pocket costs and expenses of mechanical, electrical and structural engineering services utilized in providing architectural services for project management work); (ii) construction management for projects without a general contractor (10% of total construction costs); (iii) interior design (6% of the purchase price of FFE designed or selected by Premier); (iv) FFE purchasing (8% of the purchase price of the FFE purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the procurement fee is reduced to 6% of the FFE purchase price in excess of $2.0 million for such hotel in such calendar year); (v) freight expediting (8% of the cost of expediting FFE); (vi) warehousing (8% of the cost of warehousing goods delivered to the job site); and (vii) development (4% of total project costs). Hotel Management Services At June 30, 2024, Remington Hospitality managed 50 of our 69 hotel properties and three of the four Stirling OP hotel properties. We pay monthly hotel management fees equal to the greater of approximately $17,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at June 30, 2024, 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 June 30, 2024, 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 June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Other hotel expenses $ 14,698 $ 17,452 $ 28,590 $ 33,063 Management Fees —Under hotel management agreements for our hotel properties existing at June 30, 2024, we pay monthly hotel management fees equal to the greater of approximately $17,000 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 2019 through 2023 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. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2024, 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 Disabilities 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. During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain employee personal information. We have completed an investigation and have identified certain employee information that may have been exposed, but we have not identified that any customer information was exposed. All systems have been restored. We believe that we maintain a sufficient level of insurance coverage related to such events, and the related incremental costs incurred to date are immaterial. In February of 2024, two class action lawsuits were filed, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S. District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. On May 17, 2024, we filed a Motion to Dismiss the Consolidated Class Action Complaint, which is currently pending before the Court. We intend to vigorously defend this matter and do not believe that any potential loss is reasonably estimable at this time. It is reasonably possible that the Company may incur additional costs related to the matter, but we are unable to predict with certainty the ultimate amount or range of potential loss. Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We 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 June 30, 2024 and December 31, 2023, all of our hotel properties were domestically located. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event The Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford Hospitality Advisors LLC are parties to that certain Third Amended and Restated Advisory Agreement, dated as of March 12, 2024 (as amended, the “Advisory Agreement”). On August 8, 2024, the parties to the Advisory Agreement entered into Amendment No. 1 to the Third Amended and Restated Advisory Agreement (the “Amendment”). The Amendment extends the outside date for which any sale or disposition of any of the Company’s eight hotel properties securing the associated mortgage loan following an event of default (as defined in the Advisory Agreement) would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a company change of control (as defined in the Advisory Agreement) has occurred, from May 31, 2025 to August 31, 2025. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 50,254 | $ (24,608) | $ 121,815 | $ (85,530) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 adjustments) 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 2023 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024. 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. 815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. On May 31, 2023, Ashford Trust obtained the ability to exercise its kick-out rights of the manager of 815 Commerce MM, which is developing the Le Meridien hotel in Fort Worth, Texas. As a result, Ashford Trust became the primary beneficiary and began consolidating 815 Commerce MM. During 2023, the Company funded a default loan to the manager of 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. The total amount of balancing deposits required by the property construction lender are up to $9.5 million. At June 30, 2024 the Company has funded $9.5 million. On December 6, 2023, the Company entered into a Contribution Agreement with Stirling OP, a subsidiary of Stirling Inc. Pursuant to the terms of the Contribution Agreement, the Company contributed its equity interests, and the associated debt and other obligations, in Residence Inn Manchester, Hampton Inn Buford, SpringHill Suites Buford and Residence Inn Jacksonville to Stirling OP in exchange for 1.4 million Class I units of Stirling OP. The Company determined the transaction resulted in Ashford Trust becoming the primary beneficiary of Stirling OP in contemplation of: 1) the related party group comprised of (i) Ashford Trust and (ii) the stockholders who have control over election or removal of the board of directors of Stirling Inc. that have power to direct the most significant activities of Stirling OP; and 2) the consideration that substantially all the economics are held by the Company through its equity interest, and substantially all of the activities are performed on the Company’s behalf. As a result, Ashford Trust began consolidating Stirling OP as of December 6, 2023 and as such, the properties and debt continue to be reflected on the Company's balance sheet at their historical carrying values. As of June 30, 2024 Ashford Trust remains the primary beneficiary and continues to consolidate Stirling OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. |
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 Issued Accounting Standards | Recently Issued Accounting Standard s —In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. As of June 30, 2024, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topics 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of June 30, 2024, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements. |
Reclassification | Reclassification —Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Acquisitions and Dispositions that Affect Comparability | The following transactions affect reporting comparability of our consolidated financial statements: Property Location Type Date WorldQuest Resort Orlando, FL Disposition August 1, 2023 Sheraton Bucks County Langhorne, PA Disposition November 9, 2023 Embassy Suites Flagstaff Flagstaff, AZ Disposition November 29, 2023 Embassy Suites Walnut Creek Walnut Creek, CA Disposition November 29, 2023 Marriott Bridgewater Bridgewater, NJ Disposition November 29, 2023 Marriott Research Triangle Park Durham, NC Disposition November 29, 2023 W Atlanta Atlanta, GA Disposition November 29, 2023 Courtyard Columbus Tipton Lakes Columbus, IN Derecognized March 1, 2024 Courtyard Old Town Scottsdale, AZ Derecognized March 1, 2024 Residence Inn Hughes Center Las Vegas, NV Derecognized March 1, 2024 Residence Inn Phoenix Airport Phoenix, AZ Derecognized March 1, 2024 Residence Inn San Jose Newark Newark, CA Derecognized March 1, 2024 SpringHill Suites Manhattan Beach Hawthorne, CA Derecognized March 1, 2024 SpringHill Suites Plymouth Meeting Plymouth Meeting, PA Derecognized March 1, 2024 Courtyard Basking Ridge Basking Ridge, NJ Derecognized March 1, 2024 Courtyard Newark Silicon Valley Newark, CA Derecognized March 1, 2024 Courtyard Oakland Airport Oakland, CA Derecognized March 1, 2024 Courtyard Plano Legacy Park Plano, TX Derecognized March 1, 2024 Residence Inn Plano Plano, TX Derecognized March 1, 2024 SpringHill Suites BWI Airport Baltimore, MD Derecognized March 1, 2024 TownePlace Suites Manhattan Beach Hawthorne, CA Derecognized March 1, 2024 Residence Inn Salt Lake City Salt Lake City, UT Disposition March 6, 2024 Hilton Boston Back Bay Boston, MA Disposition April 9, 2024 Hampton Inn Lawrenceville Lawrenceville, GA Disposition April 23, 2024 Courtyard Manchester Manchester, CT Disposition May 30, 2024 SpringHill Suites Kennesaw Kennesaw, GA Disposition June 10, 2024 Fairfield Inn Kennesaw Kennesaw, GA Disposition June 10, 2024 One Ocean Atlantic Beach, FL Disposition June 27, 2024 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 14,321 $ 4,077 $ 934 $ — $ 19,332 Boston, MA Area 1 7,974 639 471 — 9,084 Dallas / Ft. Worth, TX Area 5 14,710 3,969 1,100 — 19,779 Houston, TX Area 3 6,894 2,509 274 — 9,677 Los Angeles, CA Metro Area 4 17,912 4,119 1,173 — 23,204 Miami, FL Metro Area 2 5,899 2,633 345 — 8,877 Minneapolis - St. Paul, MN Area 2 3,897 1,551 140 — 5,588 Nashville, TN Area 1 16,003 7,005 1,214 — 24,222 New York / New Jersey Metro Area 4 11,471 3,513 511 — 15,495 Orlando, FL Area 2 5,586 366 530 — 6,482 Philadelphia, PA Area 1 3,631 268 288 — 4,187 San Diego, CA Area 2 6,158 460 376 — 6,994 San Francisco - Oakland, CA Metro Area 3 9,943 1,318 333 — 11,594 Tampa, FL Area 2 7,063 1,908 515 — 9,486 Washington D.C. - MD - VA Area 9 41,078 7,927 2,414 — 51,419 Other Areas 26 65,344 11,177 5,282 — 81,803 Disposed properties 21 5,721 1,821 1,034 — 8,576 Corporate — — — — 683 683 Total 94 $ 243,605 $ 55,260 $ 16,934 $ 683 $ 316,482 Three Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 15,072 $ 4,240 $ 956 $ — $ 20,268 Boston, MA Area 1 7,726 776 449 — 8,951 Dallas / Ft. Worth, TX Area 5 13,880 3,762 1,002 — 18,644 Houston, TX Area 3 7,173 2,694 200 — 10,067 Los Angeles, CA Metro Area 4 18,416 4,499 1,095 — 24,010 Miami, FL Metro Area 2 6,099 2,241 232 — 8,572 Minneapolis - St. Paul, MN Area 2 3,960 1,463 155 — 5,578 Nashville, TN Area 1 15,369 7,598 1,032 — 23,999 New York / New Jersey Metro Area 4 11,122 4,059 703 — 15,884 Orlando, FL Area 2 6,309 407 525 — 7,241 Philadelphia, PA Area 1 3,424 281 198 — 3,903 San Diego, CA Area 2 5,626 349 367 — 6,342 San Francisco - Oakland, CA Metro Area 3 9,414 1,087 300 — 10,801 Tampa, FL Area 2 7,495 2,014 468 — 9,977 Washington D.C. - MD - VA Area 9 39,447 7,274 2,395 — 49,116 Other Areas 26 63,940 11,563 4,625 — 80,128 Disposed properties (1) 27 59,443 7,440 4,614 — 71,497 Corporate — — — — 771 771 Total 100 $ 293,915 $ 61,747 $ 19,316 $ 771 $ 375,749 Six Months Ended June 30, 2024 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 27,638 $ 8,254 $ 1,871 $ — $ 37,763 Boston, MA Area 1 11,531 1,151 888 — 13,570 Dallas / Ft. Worth, TX Area 5 28,393 8,845 1,984 — 39,222 Houston, TX Area 3 13,018 4,986 524 — 18,528 Los Angeles, CA Metro Area 4 36,853 9,168 2,306 — 48,327 Miami, FL Metro Area 2 15,116 5,696 703 — 21,515 Minneapolis - St. Paul, MN 2 6,446 2,357 274 — 9,077 Nashville, TN Area 1 29,536 15,139 2,328 — 47,003 New York / New Jersey Metro Area 4 19,654 7,030 948 — 27,632 Orlando, FL Area 2 12,530 774 1,140 — 14,444 Philadelphia, PA Area 1 5,904 483 533 — 6,920 San Diego, CA Area 2 11,366 778 763 — 12,907 San Francisco - Oakland, CA Metro Area 3 18,931 2,652 723 — 22,306 Tampa, FL Area 2 16,696 4,219 1,022 — 21,937 Washington D.C. - MD - VA Area 9 70,903 13,988 4,576 — 89,467 Other Areas 26 116,691 22,187 9,640 — 148,518 Disposed properties 21 31,606 4,911 3,403 — 39,920 Corporate — — — — 1,322 1,322 Total 94 $ 472,812 $ 112,618 $ 33,626 $ 1,322 $ 620,378 Six Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total Atlanta, GA Area 6 $ 29,029 $ 8,413 $ 1,770 $ — $ 39,212 Boston, MA Area 1 10,782 1,037 865 — 12,684 Dallas / Ft. Worth, TX Area 5 28,296 9,087 1,893 — 39,276 Houston, TX Area 3 13,987 5,252 481 — 19,720 Los Angeles, CA Metro Area 4 37,134 9,384 1,956 — 48,474 Miami, FL Metro Area 2 14,729 5,078 438 — 20,245 Minneapolis - St. Paul, MN 2 6,355 2,057 434 — 8,846 Nashville, TN Area 1 28,586 14,942 1,724 — 45,252 New York / New Jersey Metro Area 4 19,037 7,737 1,167 — 27,941 Orlando, FL Area 2 13,235 919 1,016 — 15,170 Philadelphia, PA Area 1 5,936 573 345 — 6,854 San Diego, CA Area 2 10,340 646 684 — 11,670 San Francisco - Oakland, CA Metro Area 3 17,536 2,535 596 — 20,667 Tampa, FL Area 2 17,342 3,997 922 — 22,261 Washington D.C. - MD - VA Area 9 67,467 13,157 4,241 — 84,865 Other Areas 26 116,789 22,235 8,349 — 147,373 Disposed properties (1) 27 110,290 13,689 8,717 — 132,696 Corporate — — — — 1,429 1,429 Total 100 $ 546,870 $ 120,738 $ 35,598 $ 1,429 $ 704,635 _____________________________ (1) Includes WorldQuest Resort that was sold on August 1, 2023. |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investments in Hotel Properties, net | Investments in hotel properties, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Land $ 475,682 $ 605,509 Buildings and improvements 2,847,066 3,331,645 Furniture, fixtures and equipment 158,765 175,991 Construction in progress 116,537 114,850 Hilton Marietta finance lease 17,269 17,269 Total cost 3,615,319 4,245,264 Accumulated depreciation (1,112,228) (1,293,332) Investments in hotel properties, net $ 2,503,091 $ 2,951,932 |
Dispositions and Impairment C_2
Dispositions and Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Hotel Dispositions and Assets Held for Sale | The following table includes condensed financial information for the three and six months ended June 30, 2024 and 2023 f rom the Company’s dispositions (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total hotel revenue $ 8,577 $ 71,497 $ 39,921 $ 132,696 Total hotel operating expenses (6,673) (46,160) (29,453) (89,413) Property taxes, insurance and other (616) (3,692) (3,022) (7,262) Depreciation and amortization (418) (8,995) (3,770) (18,452) Total operating expenses (7,707) (58,847) (36,245) (115,127) Gain (loss) on consolidation of VIE and disposition of assets and hotel properties 87,441 — 94,397 — Gain (loss) on derecognition of assets 11,725 — 145,634 — Operating income (loss) 100,036 12,650 243,707 17,569 Interest income — 51 43 80 Interest expense and amortization of discounts and loan costs (1,621) (9,517) (5,588) (18,020) Interest expense associated with hotels in receivership (11,944) (8,493) (24,042) (15,640) Write-off of premiums, loan costs and exit fees (850) — (838) — Gain (loss) on extinguishment of debt — — 45 — Income (loss) before income taxes 85,621 (5,309) 213,327 (16,011) (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (1,079) 61 (2,677) 165 Net income (loss) attributable to the Company $ 84,542 $ (5,248) $ 210,650 $ (15,846) |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes our carrying value and ownership interest in unconsolidated entities: June 30, 2024 December 31, 2023 Carrying value of the investment in OpenKey (in thousands) $ 1,286 $ 1,575 Ownership interest in OpenKey 15.1 % 15.1 % Carrying value of the Meritage Investment (in thousands) $ 7,979 $ 8,385 The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 OpenKey $ (180) $ (152) $ (289) $ (302) Meritage Investment 18 (29) (406) (275) $ (162) $ (181) $ (695) $ (577) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Indebtedness | Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate June 30, 2024 December 31, 2023 Mortgage loan (2) 1 hotel May 2024 4.99 % $ — $ 5,613 Mortgage loan (3) 1 hotel June 2024 SOFR (1) + 2.00 % 8,881 8,881 Mortgage loan (4) 2 hotels August 2024 4.85 % — 10,945 Mortgage loan (5) 1 hotel November 2024 SOFR (1) + 4.76 % 86,000 86,000 Mortgage loan (6) 17 hotels November 2024 SOFR (1) + 3.39 % 409,750 409,750 Mortgage loan (7) 1 hotel December 2024 SOFR (1) + 4.00 % 37,000 37,000 Mortgage loan (8) 1 hotel December 2024 SOFR (1) + 2.85 % 13,683 13,759 Mortgage loan (9) 2 hotels February 2025 4.45 % 26,319 45,792 Mortgage loan (10) 8 hotels February 2025 SOFR (1) + 3.28 % 335,000 345,000 Mortgage loan 1 hotel March 2025 4.66 % 22,441 22,742 Mortgage loan (11) 2 hotels March 2025 SOFR (1) + 2.80 % — 240,000 Mortgage loan (12) 19 hotels April 2025 SOFR (1) + 3.51 % 862,027 862,027 Mortgage loan (13) 4 hotels June 2025 SOFR (1) + 4.03 % 143,877 143,877 Mortgage loan (14) 4 hotels June 2025 SOFR (1) + 4.29 % 159,424 237,061 Mortgage loan (15) 5 hotels June 2025 SOFR (1) + 3.02 % 109,473 119,003 Mortgage loan (16) 1 hotel August 2025 SOFR (1) + 3.91 % — 98,000 Term loan (17) Equity January 2026 14.00 % 98,212 183,082 Mortgage loan (18) 2 hotels May 2026 SOFR (1) + 4.00 % 98,450 98,450 Mortgage loan (11) 1 hotel May 2026 SOFR (1) + 3.98 % 267,200 — Mortgage loan (19) 4 hotels December 2028 8.51 % 30,200 30,200 Environmental loan (20) 1 hotel April 2024 10.00 % 588 571 Bridge loan (20) 1 hotel December 2024 7.75 % 20,898 19,889 TIF Loan (20) 1 hotel August 2025 8.25 % 5,609 5,609 Construction loan (20) 1 hotel May 2033 11.26 % 15,850 15,494 Total indebtedness $ 2,750,882 $ 3,038,745 Premiums (discounts), net 306 (606) Capitalized default interest and late charges 144 396 Deferred loan costs, net (13,883) (6,914) Embedded debt derivative 21,200 23,696 Indebtedness, net $ 2,758,649 $ 3,055,317 Indebtedness related to assets held for sale, net 1 hotel February 2025 4.45 % — 14,366 $ 2,758,649 $ 3,040,951 _____________________________ (1) SOFR rates were 5.34% and 5.35% at June 30, 2024 and December 31, 2023, respectively. (2) On May 30, 2024, we sold this property for $8.0 million. (3) This mortgage loan is in default as of June 30, 2024. The interest rate does not include the default or late payment rate in effect as of June 30, 2024. This mortgage loan has a SOFR floor of 2.0%. The asset securing the mortgage loan was disposed of on July 16, 2024. (4) On June 10, 2024, we sold the two properties securing this mortgage loan for $17.5 million. (5) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (6) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in November 2023. (7) 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%. (8) This loan has two one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in December 2023. (9) On March 6, 2024, we sold the Residence Inn Salt Lake City for $19.2 million. Proceeds from the sale were used to repay $19.0 million in principal. (10) This mortgage loan was amended in April 2024. Terms of the amendment included a $10.0 million paydown and added an additional one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in February 2024. (11) On May 9, 2024, we entered into a new $267.2 million loan secured by Nashville Renaissance. The new mortgage loan is interest only and bears interest at rate of SOFR + 3.98%, has a two-year initial term, and three one-year extension options, subject to satisfaction of certain conditions. The previous mortgage loan was secured by Nashville Renaissance and Princeton Westin. After the May 9, 2024 refinance, Princeton Westin is unencumbered. (12) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in April 2024. (13) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began effective June 2024. In accordance with exercising the extension option, the variable interest rate changed from SOFR + 3.90% to SOFR + 4.03%. (14) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in June 2024. In accordance with exercising the extension option, we repaid $11.4 million of principal and the variable interest rate changed from SOFR + 4.17% to SOFR + 4.29%. A portion of his mortgage loan relates to One Ocean Resort, which was sold on June 27, 2024, resulting in a $66.2 million paydown. See note 5. (15) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in June 2024. In accordance with exercising the extension the extension option, we repaid $9.5 million of principal and the variable interest rate changed from SOFR + 2.90% to SOFR + 3.02%. (16) On April 9, 2024, we sold this property for $171.0 million. (17) On March 11, 2024, we amended this term loan. Terms of the amendment extended the current maturity date to January 2026. (18) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (19) This loan is associated with Stirling OP. See discussion in notes 1 and 2. (20) This loan is associated with 815 Commerce Managing Member, LLC. See discussion in notes 1, 2 and 8. |
Schedule of Net Premium (Discount) Amortization Recognized | We recognized net premium (discount) amortization as presented in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Interest expense and amortization of discounts and loan costs $ (18) $ (4,657) $ (879) $ (8,830) |
Notes Receivable, Net and Oth_2
Notes Receivable, Net and Other (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts and Notes Receivable | The following table summarizes the note receivable (dollars in thousands): Interest Rate June 30, 2024 December 31, 2023 Note receivable 18.0 % $ 10,846 $ 7,369 Imputed Interest Rate June 30, 2024 December 31, 2023 Deferred Consideration Face amount 10.0 % $ 1,500 $ 1,500 Discount (1) (37) (108) $ 1,463 $ 1,392 _______________ (1) The discount represents the imputed interest during the interest-free period. |
Schedule of Other Income (Expense) | The following table summarizes the interest income associated with the note receivable (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Other income (expense) $ 459 $ 20 $ 845 $ 20 We recognized discount amortization income as presented in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Other income (expense) $ 36 $ 32 $ 71 $ 64 |
Derivative Instruments and He_2
Derivative Instruments and Hedging (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: Six Months Ended June 30, 2024 2023 Interest rate caps: Notional amount (in thousands) $ 2,183,242 (1) $ 1,704,167 (1) Strike rate low end of range 3.10 % 4.00 % Strike rate high end of range 7.31 % 6.90 % Effective date range February 2024 - June 2024 February 2023 - June 2023 Termination date range February 2025 - May 2026 February 2024 - June 2025 Total cost (in thousands) $ 15,088 $ 14,184 _______________ (1) These instruments were not designated as cash flow hedges. We held interest rate instruments as summarized in the table below: June 30, 2024 December 31, 2023 Interest rate caps: Notional amount (in thousands) $ 3,474,732 (1) $ 3,351,271 (1) Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 7.31 % 6.90 % Termination date range November 2024 - May 2026 February 2024 - June 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 2,521,883 $ 2,689,927 _______________ (1) These instruments were not designated as cash flow hedges. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2022 $ 23,687 Re-measurement of fair value 934 Balance at March 31, 2023 24,621 Re-measurement of fair value (1,961) Balance at June 30, 2023 22,660 Re-measurement of fair value 436 Balance at September 30, 2023 23,096 Re-measurement of fair value 600 Balance at December 31, 2023 23,696 Re-measurement of fair value (2,624) Balance at March 31, 2024 21,072 Re-measurement of fair value 128 Balance at June 30, 2024 $ 21,200 |
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 June 30, 2024: Assets Derivative assets: Interest rate derivatives - caps $ — $ 16,332 $ — $ 16,332 (1) Total $ — $ 16,332 $ — $ 16,332 Liabilities Embedded debt derivative $ — $ — $ (21,200) $ (21,200) (2) Net $ — $ 16,332 $ (21,200) $ (4,868) December 31, 2023: Assets Derivative assets: Interest rate derivatives - caps $ — $ 13,696 $ — $ 13,696 (1) Total $ — $ 13,696 $ — $ 13,696 Liabilities Embedded debt derivative $ — $ — $ (23,696) $ (23,696) (2) Net $ — $ 13,696 $ (23,696) $ (10,000) ____________________________________ (1) Reported 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 June 30, 2024 2023 Assets Derivative assets: Interest rate derivatives - caps $ 1,485 $ 10,621 Total $ 1,485 $ 10,621 Liabilities Derivative liabilities: Embedded debt derivative $ (128) $ 1,962 Net $ 1,357 $ 12,583 Total combined Interest rate derivatives - caps $ (5,873) $ (1,345) Embedded debt derivative (128) 1,962 Unrealized gain (loss) on derivatives (6,001) (1) 617 (1) Realized gain (loss) on interest rate caps 7,358 (1) (2) 11,966 (1) (2) Net $ 1,357 $ 12,583 ____________________________________ (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. Gain (Loss) Recognized in Income Six Months Ended June 30, 2024 2023 Assets Derivative assets: Interest rate derivatives - caps $ 3,622 $ 6,141 Total $ 3,622 $ 6,141 Liabilities Derivative liabilities: Embedded debt derivative $ 2,496 $ 1,027 Net $ 6,118 $ 7,168 Total combined Interest rate derivatives - caps $ (12,450) $ (15,352) Embedded debt derivative 2,496 1,027 Unrealized gain (loss) on derivatives (9,954) (1) (14,325) (1) Realized gain (loss) on interest rate caps 16,072 (1) (2) 21,493 (1) (2) Net $ 6,118 $ 7,168 ____________________________________ (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) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Derivative assets $ 16,332 $ 16,332 $ 13,696 $ 13,696 Financial liabilities measured at fair value: Embedded debt derivative $ 21,200 $ 21,200 $ 23,696 $ 23,696 Financial assets not measured at fair value: Cash and cash equivalents (1) $ 121,774 $ 121,774 $ 165,232 $ 165,232 Restricted cash (1) 124,501 124,501 146,302 146,302 Accounts receivable, net (1) 61,319 61,319 45,692 45,692 Notes receivable, net 10,846 10,846 7,369 7,369 Due from related parties, net 4,169 4,169 — — Due from third-party hotel managers (1) 22,163 22,163 21,681 21,681 Financial liabilities not measured at fair value: Indebtedness (1) $ 2,751,188 $2,694,074 $ 3,038,139 $2,960,630 Indebtedness associated with hotels in receivership 355,120 289,028 355,120 289,028 Accounts payable and accrued expenses (1) 134,571 134,571 129,554 129,554 Accrued interest payable (1) 11,788 11,788 13,040 13,040 Accrued interest associated with hotels in receivership 34,984 34,984 14,024 14,024 Dividends and distributions payable 3,767 3,767 3,566 3,566 Due to Ashford Inc., net (1) 7,513 7,513 13,262 13,262 Due to related parties, net — — 5,874 5,874 Due to third-party hotel managers 1,272 1,272 1,193 1,193 ____________________________________ (1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2023. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income (loss) allocated to common stockholders - basic and diluted: Income (loss) attributable to the Company $ 50,254 $ (24,608) $ 121,815 $ (85,530) Less: dividends on preferred stock (5,468) (3,752) (10,479) (6,995) Less: deemed dividends on redeemable preferred stock (669) (826) (1,351) (1,233) Add: gain (loss) on extinguishment of preferred stock 211 — 1,784 — Less: net (income) loss allocated to performance stock units (203) — (542) — Distributed and undistributed income (loss) allocated to common stockholders - basic $ 44,125 $ (29,186) $ 111,227 $ (93,758) Add back: dividends on preferred stock - Series J (inclusive of deemed dividends) 3,026 — 5,693 — Add back: dividends on preferred stock - Series K (inclusive of deemed dividends) 274 — 421 — Distributed and undistributed income (loss) allocated to common stockholders - diluted $ 47,425 $ (29,186) $ 117,341 $ (93,758) Weighted average common shares outstanding: Weighted average shares outstanding - basic 43,243 34,429 40,850 34,385 Effect of assumed conversion of preferred stock - Series J 137,087 — 105,567 — Effect of assumed conversion of preferred stock - Series K 9,034 — 6,629 — Weighted average shares outstanding - diluted 189,364 34,429 153,046 34,385 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ 1.02 $ (0.85) $ 2.72 $ (2.73) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ 0.25 $ (0.85) $ 0.77 $ (2.73) |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested performance stock units $ 203 $ — $ 542 $ — Income (loss) attributable to redeemable noncontrolling interests in operating partnership 565 (349) 1,418 (949) Dividends on preferred stock - Series J (inclusive of deemed dividends) — 1,420 — 1,933 Dividends on preferred stock - Series K (inclusive of deemed dividends) — 54 — 88 Total $ 768 $ 1,125 $ 1,960 $ 1,072 Weighted average diluted shares are not adjusted for: Effect of assumed conversion of operating partnership units 553 400 527 367 Effect of assumed issuance of shares for term loan exit fee — 1,745 — 1,745 Effect of assumed conversion of preferred stock - Series J — 6,764 — 4,111 Effect of assumed conversion of preferred stock - Series K — 344 — 203 Total 553 9,253 527 6,426 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 December 31, 2023 Redeemable noncontrolling interests in Ashford Trust OP (in thousands) $ 22,972 $ 22,007 Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) $ 184,997 $ 186,201 Ownership percentage of operating partnership 1.26 % 1.27 % ____________________________________ (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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ (565) $ 349 $ (1,418) $ 949 |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Equity Activity | The table below summarizes the activity (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Common stock issued 4,749 6,165 Gross proceeds $ 5,935 $ 8,182 Commissions and other expenses 60 82 Net proceeds $ 5,875 $ 8,100 |
Dividends Declared | Preferred Dividends —The board of directors declared quarterly dividends per share as presented below: Three Months Ended June 30, 2024 2023 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 |
Schedule of Shares Issued and Tendered | The table below summarizes the activity (in thousands): Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Preferred Shares Tendered Common Shares Issued Preferred Shares Tendered Common Shares Issued 8.45% Series D Cumulative Preferred Stock — — — — 7.375% Series F Cumulative Preferred Stock 9 141 80 737 7.375% Series G Cumulative Preferred Stock 29 434 29 434 7.50% Series H Cumulative Preferred Stock 9 141 80 727 7.50% Series I Cumulative Preferred Stock 40 600 57 756 87 1,316 246 2,654 |
Redeemable Preferred Stock (Tab
Redeemable Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock shares issued (1) 853 1,073 1,717 1,487 Net proceeds $ 19,185 $ 24,132 $ 38,629 $ 33,458 ________ (1) Exclusive of shares issued under the DRIP. The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands): June 30, 2024 December 31, 2023 Series J Preferred Stock $ 119,817 $ 79,975 Cumulative adjustments to Series J Preferred Stock (1) 4,693 3,473 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock $ 2,461 $ 618 $ 4,473 $ 751 The following table summarizes Series J Preferred Stock redemptions settled in cash (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock shares redeemed — 2 — 2 Redemption amount, net of redemption fees $ — $ 53 $ — $ 53 The following table summarizes Series J Preferred Stock redemptions settled in common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series J Preferred Stock shares redeemed 18 — 18 — Redemption amount, net of redemption fees $ 426 $ — $ 426 $ — Common shares issued upon redemption 367 — 367 — The issuance activity of the Series K Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series K Preferred Stock shares issued (1) 101 38 170 70 Net proceeds $ 2,456 $ 909 $ 4,132 $ 1,696 ________ (1) Exclusive of shares issued under the DRIP. The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands): June 30, 2024 December 31, 2023 Series K Preferred Stock $ 8,840 $ 4,783 Cumulative adjustments to Series K Preferred Stock (1) 276 146 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series K Preferred Stock $ 170 $ 30 $ 290 $ 37 The following table summarizes Series K Preferred Stock redemptions settled by the issuance of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series K Preferred Stock shares redeemed 5 — 6 — Redemption amount, net of redemption fees $ 137 $ — $ 169 $ — Common shares issued upon redemption 119 — 142 — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Advisory services fee Base advisory fee $ 7,985 $ 8,249 $ 15,948 $ 16,718 Reimbursable expenses (1) 2,744 3,065 9,142 6,292 Equity-based compensation (2) 507 955 1,043 2,245 Total advisory services fee $ 11,236 $ 12,269 $ 26,133 $ 25,255 ________ (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 following table summarizes the advisory services fees incurred (in thousands): Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Advisory services fee Base advisory fee $ 195 $ 452 Reimbursable expenses (1) 43 90 Total advisory services fee $ 238 $ 542 ________ (1) The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Corporate, general and administrative $ 1,566 $ 981 $ 6,456 $ 1,100 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Franchise Fees | The table below summarizes the franchise fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Other hotel expenses $ 14,698 $ 17,452 $ 28,590 $ 33,063 |
Organization and Description _2
Organization and Description of Business (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) hotel room | Jun. 30, 2023 hotel | Jun. 30, 2024 USD ($) hotel room | Jun. 30, 2023 hotel | Dec. 31, 2023 USD ($) | Nov. 30, 2022 USD ($) | |
Real Estate Properties [Line Items] | ||||||
Number of hotels | 94 | 100 | 94 | 100 | ||
Number of hotel properties, owned investment in consolidated entity | 1 | 1 | ||||
Investments in unconsolidated entities | $ | $ 9,265 | $ 9,265 | $ 9,960 | |||
Stirlings Hotels & Resorts, Inc. | ||||||
Real Estate Properties [Line Items] | ||||||
VIE, ownership percentage (as a percent) | 99.30% | |||||
Consolidated Entity | ||||||
Real Estate Properties [Line Items] | ||||||
Ownership percentage (as a percent) | 32.50% | 32.50% | ||||
OpenKey | ||||||
Real Estate Properties [Line Items] | ||||||
Ownership percentage (as a percent) | 15.10% | 15.10% | 15.10% | |||
Investments in unconsolidated entities | $ | $ 1,286 | $ 1,286 | $ 1,575 | |||
Meritage Investment | ||||||
Real Estate Properties [Line Items] | ||||||
Investments in unconsolidated entities | $ | $ 7,979 | $ 7,979 | $ 8,385 | $ 9,100 | ||
Subsidiaries | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotels | 69 | |||||
Number of rooms | room | 17,087 | 17,087 | ||||
Subsidiaries | Remington Hospitality | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotel properties managed by affiliates | 50 | 50 | ||||
Variable Interest Entity, Primary Beneficiary, Stirling OP | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotels | 4 | |||||
Number of rooms | room | 405 | 405 | ||||
Variable Interest Entity, Primary Beneficiary, Stirling OP | Remington Hospitality | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotel properties managed by affiliates | 3 | 3 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 06, 2023 | |
Variable Interest Entity [Line Items] | ||
Balancing deposits, amount required | $ 9.5 | |
Balancing deposits, amount funded | $ 9.5 | |
Variable Interest Entity, Primary Beneficiary, Stirling OP | ||
Variable Interest Entity [Line Items] | ||
Units of partnership interest (in shares) | 1.4 |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) hotel | Jun. 30, 2023 USD ($) hotel | Jun. 30, 2024 USD ($) hotel | Jun. 30, 2023 USD ($) hotel | |
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 94 | 100 | 94 | 100 |
Revenue | $ 316,482 | $ 375,749 | $ 620,378 | $ 704,635 |
Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 6 | 6 | 6 | 6 |
Revenue | $ 19,332 | $ 20,268 | $ 37,763 | $ 39,212 |
Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 1 | 1 | 1 | 1 |
Revenue | $ 9,084 | $ 8,951 | $ 13,570 | $ 12,684 |
Dallas / Ft. Worth, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 5 | 5 | 5 | 5 |
Revenue | $ 19,779 | $ 18,644 | $ 39,222 | $ 39,276 |
Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 3 | 3 | 3 | 3 |
Revenue | $ 9,677 | $ 10,067 | $ 18,528 | $ 19,720 |
Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 4 | 4 | 4 | 4 |
Revenue | $ 23,204 | $ 24,010 | $ 48,327 | $ 48,474 |
Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 2 | 2 | 2 | 2 |
Revenue | $ 8,877 | $ 8,572 | $ 21,515 | $ 20,245 |
Minneapolis - St. Paul, MN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 2 | 2 | 2 | 2 |
Revenue | $ 5,588 | $ 5,578 | $ 9,077 | $ 8,846 |
Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 1 | 1 | 1 | 1 |
Revenue | $ 24,222 | $ 23,999 | $ 47,003 | $ 45,252 |
New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 4 | 4 | 4 | 4 |
Revenue | $ 15,495 | $ 15,884 | $ 27,632 | $ 27,941 |
Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 2 | 2 | 2 | 2 |
Revenue | $ 6,482 | $ 7,241 | $ 14,444 | $ 15,170 |
Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 1 | 1 | 1 | 1 |
Revenue | $ 4,187 | $ 3,903 | $ 6,920 | $ 6,854 |
San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 2 | 2 | 2 | 2 |
Revenue | $ 6,994 | $ 6,342 | $ 12,907 | $ 11,670 |
San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 3 | 3 | 3 | 3 |
Revenue | $ 11,594 | $ 10,801 | $ 22,306 | $ 20,667 |
Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 2 | 2 | 2 | 2 |
Revenue | $ 9,486 | $ 9,977 | $ 21,937 | $ 22,261 |
Washington D.C. - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 9 | 9 | 9 | 9 |
Revenue | $ 51,419 | $ 49,116 | $ 89,467 | $ 84,865 |
Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 26 | 26 | 26 | 26 |
Revenue | $ 81,803 | $ 80,128 | $ 148,518 | $ 147,373 |
Disposed properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 21 | 27 | 21 | 27 |
Revenue | $ 8,576 | $ 71,497 | $ 39,920 | $ 132,696 |
Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of hotels | hotel | 0 | 0 | 0 | 0 |
Revenue | $ 683 | $ 771 | $ 1,322 | $ 1,429 |
Rooms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 243,605 | 293,915 | 472,812 | 546,870 |
Rooms | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,321 | 15,072 | 27,638 | 29,029 |
Rooms | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,974 | 7,726 | 11,531 | 10,782 |
Rooms | Dallas / Ft. Worth, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,710 | 13,880 | 28,393 | 28,296 |
Rooms | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,894 | 7,173 | 13,018 | 13,987 |
Rooms | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17,912 | 18,416 | 36,853 | 37,134 |
Rooms | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,899 | 6,099 | 15,116 | 14,729 |
Rooms | Minneapolis - St. Paul, MN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,897 | 3,960 | 6,446 | 6,355 |
Rooms | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,003 | 15,369 | 29,536 | 28,586 |
Rooms | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,471 | 11,122 | 19,654 | 19,037 |
Rooms | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,586 | 6,309 | 12,530 | 13,235 |
Rooms | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,631 | 3,424 | 5,904 | 5,936 |
Rooms | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,158 | 5,626 | 11,366 | 10,340 |
Rooms | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,943 | 9,414 | 18,931 | 17,536 |
Rooms | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,063 | 7,495 | 16,696 | 17,342 |
Rooms | Washington D.C. - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 41,078 | 39,447 | 70,903 | 67,467 |
Rooms | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 65,344 | 63,940 | 116,691 | 116,789 |
Rooms | Disposed properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,721 | 59,443 | 31,606 | 110,290 |
Rooms | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Food and Beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 55,260 | 61,747 | 112,618 | 120,738 |
Food and Beverage | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,077 | 4,240 | 8,254 | 8,413 |
Food and Beverage | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 639 | 776 | 1,151 | 1,037 |
Food and Beverage | Dallas / Ft. Worth, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,969 | 3,762 | 8,845 | 9,087 |
Food and Beverage | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,509 | 2,694 | 4,986 | 5,252 |
Food and Beverage | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,119 | 4,499 | 9,168 | 9,384 |
Food and Beverage | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,633 | 2,241 | 5,696 | 5,078 |
Food and Beverage | Minneapolis - St. Paul, MN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,551 | 1,463 | 2,357 | 2,057 |
Food and Beverage | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,005 | 7,598 | 15,139 | 14,942 |
Food and Beverage | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,513 | 4,059 | 7,030 | 7,737 |
Food and Beverage | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 366 | 407 | 774 | 919 |
Food and Beverage | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 268 | 281 | 483 | 573 |
Food and Beverage | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 460 | 349 | 778 | 646 |
Food and Beverage | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,318 | 1,087 | 2,652 | 2,535 |
Food and Beverage | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,908 | 2,014 | 4,219 | 3,997 |
Food and Beverage | Washington D.C. - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,927 | 7,274 | 13,988 | 13,157 |
Food and Beverage | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,177 | 11,563 | 22,187 | 22,235 |
Food and Beverage | Disposed properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,821 | 7,440 | 4,911 | 13,689 |
Food and Beverage | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,934 | 19,316 | 33,626 | 35,598 |
Other Hotel | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 934 | 956 | 1,871 | 1,770 |
Other Hotel | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 471 | 449 | 888 | 865 |
Other Hotel | Dallas / Ft. Worth, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,100 | 1,002 | 1,984 | 1,893 |
Other Hotel | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 274 | 200 | 524 | 481 |
Other Hotel | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,173 | 1,095 | 2,306 | 1,956 |
Other Hotel | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 345 | 232 | 703 | 438 |
Other Hotel | Minneapolis - St. Paul, MN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 140 | 155 | 274 | 434 |
Other Hotel | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,214 | 1,032 | 2,328 | 1,724 |
Other Hotel | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 511 | 703 | 948 | 1,167 |
Other Hotel | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 530 | 525 | 1,140 | 1,016 |
Other Hotel | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 288 | 198 | 533 | 345 |
Other Hotel | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 376 | 367 | 763 | 684 |
Other Hotel | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 333 | 300 | 723 | 596 |
Other Hotel | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 515 | 468 | 1,022 | 922 |
Other Hotel | Washington D.C. - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,414 | 2,395 | 4,576 | 4,241 |
Other Hotel | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,282 | 4,625 | 9,640 | 8,349 |
Other Hotel | Disposed properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,034 | 4,614 | 3,403 | 8,717 |
Other Hotel | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 683 | 771 | 1,322 | 1,429 |
Other | Atlanta, GA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Boston, MA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Dallas / Ft. Worth, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Houston, TX Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Los Angeles, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Miami, FL Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Minneapolis - St. Paul, MN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Nashville, TN Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | New York / New Jersey Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Orlando, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Philadelphia, PA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | San Diego, CA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | San Francisco - Oakland, CA Metro Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Tampa, FL Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Washington D.C. - MD - VA Area | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Other Areas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Disposed properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Other | Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 683 | $ 771 | $ 1,322 | $ 1,429 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net - Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 475,682 | $ 605,509 |
Buildings and improvements | 2,847,066 | 3,331,645 |
Furniture, fixtures and equipment | 158,765 | 175,991 |
Construction in progress | 116,537 | 114,850 |
Hilton Marietta finance lease | 17,269 | 17,269 |
Total cost | 3,615,319 | 4,245,264 |
Accumulated depreciation | (1,112,228) | (1,293,332) |
Investments in hotel properties, net | $ 2,503,091 | $ 2,951,932 |
Dispositions and Impairment C_3
Dispositions and Impairment Charges - Hotel Properties Measured at Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 27, 2024 | Jun. 10, 2024 | May 30, 2024 | Apr. 23, 2024 | Apr. 09, 2024 | Mar. 06, 2024 | Mar. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on derecognition of assets | $ 11,725,000 | $ 0 | $ 145,634,000 | $ 0 | |||||||
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 87,441,000 | 1,077,000 | 94,397,000 | 1,053,000 | |||||||
Proceeds from sale of hotel property | 300,022,000 | 0 | |||||||||
Impairment Charges | 0 | $ 0 | 0 | $ 0 | |||||||
KEYS Pool A & B | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on derecognition of assets | $ 133,900,000 | 11,700,000 | |||||||||
Salt Lake City UT Marriott Residence Inn | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 6,900,000 | ||||||||||
Proceeds from sale of hotel property | $ 19,200,000 | ||||||||||
Hilton Boston Back Bay | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 117,000 | 117,000 | |||||||||
Proceeds from sale of hotel property | $ 171,000,000 | ||||||||||
Hampton Inn Lawrenceville | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 4,800,000 | 4,800,000 | |||||||||
Proceeds from sale of hotel property | $ 8,100,000 | ||||||||||
Couryard Manchester | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 2,100,000 | 2,100,000 | |||||||||
Proceeds from sale of hotel property | $ 8,000,000 | ||||||||||
SpringHill Suites and Fairfield Inn Kennesaw | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 9,600,000 | 9,600,000 | |||||||||
Proceeds from sale of hotel property | $ 17,500,000 | ||||||||||
One Ocean Resort and Spa | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | $ 70,900,000 | $ 70,900,000 | |||||||||
Proceeds from sale of hotel property | $ 87,000,000 |
Dispositions and Impairment C_4
Dispositions and Impairment Charges - Schedule of Hotel Disposition and Assets Held for Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Real Estate Properties [Line Items] | ||||
Total hotel revenue | $ 8,577 | $ 71,497 | $ 39,921 | $ 132,696 |
Total hotel operating expenses | (6,673) | (46,160) | (29,453) | (89,413) |
Property taxes, insurance and other | (616) | (3,692) | (3,022) | (7,262) |
Depreciation and amortization | (418) | (8,995) | (3,770) | (18,452) |
Total operating expenses | (7,707) | (58,847) | (36,245) | (115,127) |
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 87,441 | 0 | 94,397 | 0 |
Gain (loss) on derecognition of assets | 11,725 | 0 | 145,634 | 0 |
Operating income (loss) | 100,036 | 12,650 | 243,707 | 17,569 |
Interest income | 0 | 51 | 43 | 80 |
Interest expense and amortization of discounts and loan costs | (1,621) | (9,517) | (5,588) | (18,020) |
Interest expense associated with hotels in receivership | (11,944) | (8,493) | (24,042) | (15,640) |
Write-off of premiums, loan costs and exit fees | (850) | 0 | (838) | 0 |
Gain (loss) on extinguishment of debt | 0 | 0 | 45 | 0 |
Income (loss) before income taxes | 85,621 | (5,309) | 213,327 | (16,011) |
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership | (1,079) | 61 | (2,677) | 165 |
Net income (loss) attributable to the Company | $ 84,542 | $ (5,248) | $ 210,650 | $ (15,846) |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of the investment | $ 9,265,000 | $ 9,265,000 | $ 9,960,000 | |||
Income (loss) from equity method investments | (162,000) | $ (181,000) | (695,000) | $ (577,000) | ||
Impairment of investments in unconsolidated entities | 0 | 0 | 0 | 0 | ||
OpenKey | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, aggregate cost | 5,500,000 | 5,500,000 | ||||
Carrying value of the investment | $ 1,286,000 | $ 1,286,000 | $ 1,575,000 | |||
Ownership percentage (as a percent) | 15.10% | 15.10% | 15.10% | |||
Income (loss) from equity method investments | $ (180,000) | (152,000) | $ (289,000) | (302,000) | ||
Meritage Investment | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of the investment | 7,979,000 | 7,979,000 | $ 8,385,000 | $ 9,100,000 | ||
Income (loss) from equity method investments | $ 18,000 | $ (29,000) | $ (406,000) | $ (275,000) |
Indebtedness, net - Schedule of
Indebtedness, net - Schedule of Indebtedness (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||||
Jun. 10, 2024 USD ($) hotel | May 30, 2024 USD ($) | May 09, 2024 USD ($) extension | Mar. 06, 2024 USD ($) | Jun. 30, 2024 USD ($) hotel extension | Apr. 30, 2024 USD ($) | Feb. 29, 2024 | Dec. 31, 2023 USD ($) | Nov. 30, 2023 | Jun. 30, 2024 USD ($) hotel extension | Jun. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 2,750,882 | $ 3,038,745 | $ 2,750,882 | ||||||||
Premiums (discounts), net | 306 | (606) | 306 | ||||||||
Capitalized default interest and late charges | 144 | 396 | 144 | ||||||||
Deferred loan costs, net | (13,883) | (6,914) | (13,883) | ||||||||
Indebtedness, net | 2,758,649 | 3,055,317 | 2,758,649 | ||||||||
Indebtedness, net | $ 2,758,649 | $ 3,040,951 | $ 2,758,649 | ||||||||
SOFR rate | 5.34% | 5.35% | 5.34% | ||||||||
Proceeds from sale of hotel property | $ 300,022 | $ 0 | |||||||||
Repayments of long-term debt | $ 19,000 | $ 316,418 | $ 257,473 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel, Matured May 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from sale of hotel property | $ 8,000 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel, Matured August 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of hotels sold | hotel | 2 | ||||||||||
Proceeds from sale of hotel property | $ 17,500 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Salt Lake City UT Marriott Residence Inn | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from sale of hotel property | $ 19,200 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel, Matures August 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from sale of hotel property | $ 171,000 | ||||||||||
Loan due February 2025 4.45% | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Interest rate | 4.45% | 4.45% | |||||||||
Indebtedness related to assets held for sale, net | $ 0 | $ 14,366 | $ 0 | ||||||||
Mortgages | Mortgage Loan due May 2024 4.99% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Interest rate | 4.99% | 4.99% | |||||||||
Long-term debt, gross | $ 0 | 5,613 | $ 0 | ||||||||
Mortgages | Mortgage Loan due June 2024 2.00% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 2% | ||||||||||
Long-term debt, gross | $ 8,881 | 8,881 | $ 8,881 | ||||||||
SOFR Floor (as a percent) | 2% | 2% | |||||||||
Mortgages | Mortgage Loan due August 2024 4.85% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 2 | 2 | |||||||||
Interest rate | 4.85% | 4.85% | |||||||||
Long-term debt, gross | $ 0 | 10,945 | $ 0 | ||||||||
Mortgages | Mortgage Loan due November 2024 4.76% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 4.76% | ||||||||||
Long-term debt, gross | $ 86,000 | 86,000 | $ 86,000 | ||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage Loan due November 2024 3.39% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 17 | 17 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 3.39% | ||||||||||
Long-term debt, gross | $ 409,750 | 409,750 | $ 409,750 | ||||||||
Number of extension options | extension | 5 | 5 | |||||||||
Term of extension option (in years) | 1 year | 1 year | |||||||||
Mortgages | Mortgage Loan due December 2024 4.00% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 4% | ||||||||||
Long-term debt, gross | $ 37,000 | 37,000 | $ 37,000 | ||||||||
Number of extension options | extension | 3 | 3 | |||||||||
Term of extension option (in years) | 1 year | ||||||||||
SOFR Floor (as a percent) | 0.50% | 0.50% | |||||||||
Mortgages | Mortgage Loan due December 2024 2.85% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 2.85% | ||||||||||
Long-term debt, gross | $ 13,683 | $ 13,759 | $ 13,683 | ||||||||
Number of extension options | extension | 2 | 2 | |||||||||
Term of extension option (in years) | 1 year | 1 year | |||||||||
Mortgages | Mortgage Loan due February 2025 4.45% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 2 | 2 | |||||||||
Interest rate | 4.45% | 4.45% | |||||||||
Long-term debt, gross | $ 26,319 | $ 45,792 | $ 26,319 | ||||||||
Mortgages | Mortgage Loan due February 2025 3.28% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 8 | 8 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 3.28% | ||||||||||
Long-term debt, gross | $ 335,000 | 345,000 | $ 335,000 | ||||||||
Term of extension option (in years) | 1 year | 1 year | |||||||||
Paydown of debt | $ 10,000 | ||||||||||
Mortgages | Mortgage Loan due March 2025 4.66% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Interest rate | 4.66% | 4.66% | |||||||||
Long-term debt, gross | $ 22,441 | 22,742 | $ 22,441 | ||||||||
Mortgages | Mortgage Loan due March 2025 2.80% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 2 | 2 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 2.80% | ||||||||||
Long-term debt, gross | $ 0 | 240,000 | $ 0 | ||||||||
Mortgages | Mortgage Loan due April 2025 3.51% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 19 | 19 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 3.51% | ||||||||||
Long-term debt, gross | $ 862,027 | 862,027 | $ 862,027 | ||||||||
Number of extension options | extension | 5 | 5 | |||||||||
Term of extension option (in years) | 1 year | 1 year | |||||||||
Mortgages | Mortgage Loan due June 2025 4.03% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 4 | 4 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 4.03% | ||||||||||
Long-term debt, gross | $ 143,877 | 143,877 | $ 143,877 | ||||||||
Number of extension options | extension | 5 | 5 | |||||||||
Term of extension option (in years) | 1 year | 1 year | |||||||||
Mortgages | Mortgage Loan due June 2025 4.29% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 4 | 4 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 4.29% | ||||||||||
Long-term debt, gross | $ 159,424 | 237,061 | $ 159,424 | ||||||||
Number of extension options | extension | 5 | 5 | |||||||||
Term of extension option (in years) | 1 year | 1 year | |||||||||
Repayments of long-term debt | $ 11,400 | ||||||||||
Paydown of debt | $ 66,200 | ||||||||||
Mortgages | Mortgage Loan due June 2025 3.02% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 5 | 5 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 3.02% | ||||||||||
Long-term debt, gross | $ 109,473 | 119,003 | $ 109,473 | ||||||||
Number of extension options | extension | 5 | 5 | |||||||||
Term of extension option (in years) | 1 year | 1 year | |||||||||
Repayments of long-term debt | $ 9,500 | ||||||||||
Mortgages | Mortgage Loan due August 2025 3.91% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 3.91% | ||||||||||
Long-term debt, gross | $ 0 | 98,000 | $ 0 | ||||||||
Mortgages | Mortgage Loan due May 2026 4.00% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 2 | 2 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 4% | ||||||||||
Long-term debt, gross | $ 98,450 | 98,450 | $ 98,450 | ||||||||
Number of extension options | extension | 2 | 2 | |||||||||
Term of extension option (in years) | 1 year | ||||||||||
Mortgages | Mortgage Loan due May 2026 3.98% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||||
Basis spread on variable rate | 3.98% | 3.98% | |||||||||
Long-term debt, gross | $ 267,200 | $ 267,200 | 0 | $ 267,200 | |||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension option (in years) | 1 year | ||||||||||
Long-term debt, term | 2 years | ||||||||||
Mortgages | Mortgage Loan due December 2028 8.51% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 4 | 4 | |||||||||
Interest rate | 8.51% | 8.51% | |||||||||
Long-term debt, gross | $ 30,200 | 30,200 | $ 30,200 | ||||||||
Mortgages | Mortgage Loan due June 2024 3.90% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.90% | ||||||||||
Mortgages | Mortgage Loan due June 2024 4.17% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.17% | ||||||||||
Mortgages | Mortgage Loan due June 2024 2.90% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.90% | ||||||||||
Term Loan | Term Loan due January 2026 14.00% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 14% | 14% | |||||||||
Long-term debt, gross | $ 98,212 | 183,082 | $ 98,212 | ||||||||
Environmental Loan | Environmental Loan due April 2024 10.00% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Interest rate | 10% | 10% | |||||||||
Long-term debt, gross | $ 588 | 571 | $ 588 | ||||||||
Bridge Loan | Bridge Loan due December 2024 7.75% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Interest rate | 7.75% | 7.75% | |||||||||
Long-term debt, gross | $ 20,898 | 19,889 | $ 20,898 | ||||||||
TIF Loan | TIF Loan due August 2025 8.50% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Interest rate | 8.25% | 8.25% | |||||||||
Long-term debt, gross | $ 5,609 | 5,609 | $ 5,609 | ||||||||
Construction loan | Construction Loan due May 2023 11.26% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral | hotel | 1 | 1 | |||||||||
Interest rate | 11.26% | 11.26% | |||||||||
Long-term debt, gross | $ 15,850 | 15,494 | $ 15,850 | ||||||||
Embedded debt derivative | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Embedded debt derivative | $ 21,200 | $ 23,696 | $ 21,200 |
Indebtedness, net - Schedule _2
Indebtedness, net - Schedule of Net Premium (Discount) Amortization Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||||
Interest expense and amortization of discounts and loan costs | $ (18) | $ (4,657) | $ (879) | $ (8,830) |
Indebtedness, net - Narrative (
Indebtedness, net - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Mar. 06, 2024 USD ($) | Mar. 01, 2024 USD ($) | Nov. 29, 2023 USD ($) | Jun. 21, 2023 USD ($) | Jun. 09, 2023 | Jun. 13, 2018 extension | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 11, 2024 USD ($) hotel | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Amount of capitalized principal that was amortized | $ 101,000 | $ 1,800,000 | $ 244,000 | $ 4,900,000 | ||||||||||
Amount of capitalized principal, written-off | 8,000 | 0 | 8,000 | 0 | ||||||||||
Long-term debt, gross | 2,750,882,000 | 2,750,882,000 | $ 3,038,745,000 | |||||||||||
Repayments of long-term debt | $ 19,000,000 | 316,418,000 | 257,473,000 | |||||||||||
Gain (loss) on derecognition of assets | 11,725,000 | 0 | 145,634,000 | 0 | ||||||||||
Contract asset | 390,104,000 | 390,104,000 | $ 378,200,000 | 0 | ||||||||||
Debt associated with hotels in receivership | 355,120,000 | 355,120,000 | 355,120,000 | |||||||||||
Interest costs capitalized | 1,400,000 | $ 566,000 | 2,700,000 | $ 566,000 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | KEYS Pool A & B | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gain (loss) on derecognition of assets | $ 133,900,000 | 11,700,000 | ||||||||||||
Oaktree Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum cash requirement | $ 50,000,000 | |||||||||||||
Percent increase on interest rate if cash is below $100 million | 3% | |||||||||||||
Cash threshold for interest rate | $ 100,000,000 | |||||||||||||
Increase to interest rate if principal balance is not less than $100 million | 3.50% | |||||||||||||
Principal balance threshold for interest rate | $ 100,000,000 | |||||||||||||
Excess of unrestricted cash past $75 million | 75,000,000 | |||||||||||||
Excess of unrestricted cash past $50 million | 50,000,000 | |||||||||||||
Excess of unrestricted cash past $25 million | $ 25,000,000 | |||||||||||||
Prepayment percentage of net proceeds from issuance of equity (percent) | 50% | |||||||||||||
Increased prepayment percentage of net proceeds from issuance of equity (percent) | 100% | |||||||||||||
Cash exit fee (as a percent) | 15% | |||||||||||||
Reduction to cash exit fee (as a percent) | 12.50% | |||||||||||||
Number of hotels to sell | hotel | 15 | |||||||||||||
Number of hotels required to be sold | hotel | 8 | |||||||||||||
Period to sell hotels (in months) | 6 months | |||||||||||||
Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cash exit fee (as a percent) | 50% | |||||||||||||
Credit Agreement | Line of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||||||||
Initial term of loan (in years) | 12 months | |||||||||||||
Unused capacity, commitment fee (as a percent) | 9% | |||||||||||||
Credit Agreement | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Mortgage debt threshold amount | $ 400,000,000 | |||||||||||||
Mortgage Loan, Aggregate Principal Amount Above Mortgage Debt Threshold Amount | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 415,000,000 | |||||||||||||
KEYS Mortgage Loans | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Initial term of loan (in years) | 2 years | |||||||||||||
Number of extension options | extension | 5 | |||||||||||||
Term of extension option (in years) | 30 days | 1 year | ||||||||||||
KEYS Pool C Loan | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | $ 62,400,000 | |||||||||||||
KEYS Pool D Loan | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | 25,600,000 | |||||||||||||
KEYS Pool E Loan | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | $ 41,000,000 | |||||||||||||
KEYS Pool F Loan | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Extinguishment of debt | $ 215,100,000 | |||||||||||||
KEYS Pool A Loan | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt associated with hotels in receivership | 180,700,000 | 180,700,000 | ||||||||||||
KEYS Pool B Loan | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt associated with hotels in receivership | 174,400,000 | 174,400,000 | ||||||||||||
Mortgage Loan due June 2024 2.00% | Mortgages | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 8,881,000 | $ 8,881,000 | $ 8,881,000 |
Notes Receivable, Net and Oth_3
Notes Receivable, Net and Other - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 01, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest on notes | $ 68,416,000 | $ 81,097,000 | $ 142,377,000 | $ 155,465,000 | |
Impairment charges | 0 | $ 0 | 0 | $ 0 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sheraton In Ann Arbor | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Note receivable | $ 1,500,000 | ||||
Variable Interest Entity, Primary Beneficiary | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Required balancing deposits | 9,500,000 | 9,500,000 | |||
Additional funding amount | 2,500,000 | 2,500,000 | |||
Variable Interest Entity, Primary Beneficiary | Notes Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Note receivable | 10,800,000 | 10,800,000 | |||
Note receivable, advanced amount | $ 9,500,000 | 9,500,000 | |||
Interest on notes | $ 1,300,000 | ||||
Interest rate | 18% | ||||
Notes receivable, term (in days) | 30 days | 30 days |
Notes Receivable, Net and Oth_4
Notes Receivable, Net and Other - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, net | $ 10,846 | $ 7,369 |
Notes Receivable | Variable Interest Entity, Primary Beneficiary | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest Rate | 18% | |
Notes receivable, net | $ 10,846 | 7,369 |
Note receivable | $ 10,800 | |
Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest Rate | 10% | |
Note receivable | $ 1,500 | 1,500 |
Discount | (37) | (108) |
Receivable, net | $ 1,463 | $ 1,392 |
Notes Receivable, Net and Oth_5
Notes Receivable, Net and Other - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Notes Receivable | Variable Interest Entity, Primary Beneficiary | ||||
Receivables with Imputed Interest [Line Items] | ||||
Other income (expense) | $ 459 | $ 20 | $ 845 | $ 20 |
Accounts Receivable | ||||
Receivables with Imputed Interest [Line Items] | ||||
Other income (expense) | $ 36 | $ 32 | $ 71 | $ 64 |
Derivative Instruments and He_3
Derivative Instruments and Hedging (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 3,474,732 | $ 3,351,271 | |
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 2,521,883 | $ 2,689,927 | |
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 | 7.31% | 6.90% | |
Interest rate derivatives - caps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount (in thousands) | $ 2,183,242 | $ 1,704,167 | |
Total cost (in thousands) | $ 15,088 | $ 14,184 | |
Interest rate derivatives - caps | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 3.10% | 4% | |
Interest rate derivatives - caps | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 7.31% | 6.90% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value consideration threshold for transfer in/out of level 3 (as a percent) | 10% | |
SOFR rate | 5.34% | 5.35% |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
SOFR rate | 5.34% | |
SOFR interest rate forward curve downtrend | 3.877% | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivative liability | $ 43.7 | |
Significant Unobservable Inputs (Level 3) | Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.0488 | |
Significant Unobservable Inputs (Level 3) | Recovery Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.612 | |
Significant Unobservable Inputs (Level 3) | Default Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.638 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value (Details) - Derivative liabilities - USD ($) $ in Thousands | 3 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 21,072 | $ 23,696 | $ 23,096 | $ 22,660 | $ 24,621 | $ 23,687 |
Re-measurement of fair value | 128 | (2,624) | 600 | 436 | (1,961) | 934 |
Ending balance | $ 21,200 | $ 21,072 | $ 23,696 | $ 23,096 | $ 22,660 | $ 24,621 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Derivative assets: | ||
Derivative assets | $ 16,332 | $ 13,696 |
Fair Value Measurements Recurring | ||
Derivative assets: | ||
Derivative assets | 16,332 | 13,696 |
Liabilities | ||
Net | (4,868) | (10,000) |
Fair Value Measurements Recurring | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 16,332 | 13,696 |
Fair Value Measurements Recurring | Embedded debt derivative | ||
Liabilities | ||
Derivative liabilities | (21,200) | (23,696) |
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 | 16,332 | 13,696 |
Liabilities | ||
Net | 16,332 | 13,696 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives - caps | ||
Derivative assets: | ||
Derivative assets | 16,332 | 13,696 |
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 | (21,200) | (23,696) |
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 | $ (21,200) | $ (23,696) |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | $ (6,001) | $ 617 | $ (9,954) | $ (14,325) |
Net | 1,357 | 12,583 | 6,118 | 7,168 |
Interest rate derivatives - caps | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | (5,873) | (1,345) | (12,450) | (15,352) |
Realized gain (loss) in derivatives | 7,358 | 11,966 | 16,072 | 21,493 |
Embedded debt derivative | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivatives | (128) | 1,962 | 2,496 | 1,027 |
Derivative liabilities | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Liabilities | 6,118 | 7,168 | ||
Derivative liabilities | Embedded debt derivative | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Liabilities | (128) | 1,962 | 2,496 | 1,027 |
Derivative assets: | Interest rate derivatives - caps | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets | 1,485 | 10,621 | 3,622 | 6,141 |
Derivative Financial Instrument Non Derivative Asset [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets | $ 1,485 | $ 10,621 | $ 3,622 | $ 6,141 |
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 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Financial assets measured at fair value: | ||||
Derivative assets | $ 16,332 | $ 13,696 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents | 121,774 | 165,231 | $ 251,547 | $ 417,064 |
Restricted cash | 124,501 | 146,079 | 167,473 | $ 141,962 |
Accounts receivable, Carrying value | 61,319 | 45,521 | ||
Notes receivable, net, Carrying value | 10,846 | 7,369 | ||
Financial liabilities not measured at fair value: | ||||
Debt associated with hotels in receivership | 355,120 | 355,120 | ||
Accounts payable and accrued expenses | 134,571 | 129,323 | ||
Accrued interest payable | 11,788 | 12,985 | ||
Accrued interest associated with hotels in receivership | 34,984 | 14,024 | ||
Dividends and distributions declared but not paid | 3,767 | 3,566 | $ 3,378 | |
Ashford, Inc. | ||||
Financial liabilities not measured at fair value: | ||||
Other accounts payable | 7,513 | 13,261 | ||
Related Party | ||||
Financial assets not measured at fair value: | ||||
Other receivables | 4,169 | 0 | ||
Financial liabilities not measured at fair value: | ||||
Other accounts payable | 0 | 5,874 | ||
Nonrelated Party | ||||
Financial assets not measured at fair value: | ||||
Other receivables | 22,163 | 21,664 | ||
Financial liabilities not measured at fair value: | ||||
Other accounts payable | 1,272 | 1,193 | ||
Carrying Value | ||||
Financial assets measured at fair value: | ||||
Derivative assets | 16,332 | 13,696 | ||
Financial liabilities measured at fair value: | ||||
Derivative liabilities, Carrying value | 21,200 | 23,696 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents | 121,774 | 165,232 | ||
Restricted cash | 124,501 | 146,302 | ||
Accounts receivable, Carrying value | 61,319 | 45,692 | ||
Notes receivable, net, Carrying value | 10,846 | 7,369 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 2,751,188 | 3,038,139 | ||
Debt associated with hotels in receivership | 355,120 | 355,120 | ||
Accounts payable and accrued expenses | 134,571 | 129,554 | ||
Accrued interest payable | 11,788 | 13,040 | ||
Accrued interest associated with hotels in receivership | 34,984 | 14,024 | ||
Dividends and distributions declared but not paid | 3,767 | 3,566 | ||
Carrying Value | Ashford, Inc. | ||||
Financial liabilities not measured at fair value: | ||||
Other accounts payable | 7,513 | 13,262 | ||
Carrying Value | Related Party | ||||
Financial assets not measured at fair value: | ||||
Other receivables | 4,169 | 0 | ||
Financial liabilities not measured at fair value: | ||||
Other accounts payable | 0 | 5,874 | ||
Carrying Value | Nonrelated Party | ||||
Financial assets not measured at fair value: | ||||
Other receivables | 22,163 | 21,681 | ||
Financial liabilities not measured at fair value: | ||||
Other accounts payable | 1,272 | 1,193 | ||
Estimated Fair Value | ||||
Financial assets measured at fair value: | ||||
Derivative assets, Estimated fair value | 16,332 | 13,696 | ||
Financial liabilities measured at fair value: | ||||
Derivative liabilities, Estimated fair value | 21,200 | 23,696 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Estimated fair value | 121,774 | 165,232 | ||
Restricted cash, Estimated fair value | 124,501 | 146,302 | ||
Accounts receivable, Estimated fair value | 61,319 | 45,692 | ||
Notes receivable, net, Estimated fair value | 10,846 | 7,369 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 2,694,074 | 2,960,630 | ||
Debt associated with hotels in receivership, Estimated fair value | 289,028 | 289,028 | ||
Accounts payable and accrued expenses, Estimated fair value | 134,571 | 129,554 | ||
Accrued interest payable, Estimated fair value | 11,788 | 13,040 | ||
Accrued interest associated with hotels in receivership, Estimated fair value | 34,984 | 14,024 | ||
Dividends payable, Estimated fair value | 3,767 | 3,566 | ||
Estimated Fair Value | Ashford, Inc. | ||||
Financial liabilities not measured at fair value: | ||||
Other accounts payable, Estimated fair value | 7,513 | 13,262 | ||
Estimated Fair Value | Related Party | ||||
Financial assets not measured at fair value: | ||||
Other receivables, Estimated fair value | 4,169 | 0 | ||
Financial liabilities not measured at fair value: | ||||
Due to related parties, net, Estimated fair value | 0 | 5,874 | ||
Estimated Fair Value | Nonrelated Party | ||||
Financial assets not measured at fair value: | ||||
Other receivables, Estimated fair value | 22,163 | 21,681 | ||
Financial liabilities not measured at fair value: | ||||
Other accounts payable, Estimated fair value | $ 1,272 | $ 1,193 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (in days) | 90 days | |
Notes receivable, net | $ 10,846 | $ 7,369 |
Total indebtedness fair value variance from carrying value (as a percent) | 97.90% | 97.40% |
Indebtedness, net | $ 2,758,649 | $ 3,040,951 |
Total indebtedness fair value variance from carrying value related to receivership (as a percent) | 81.40% | 81.40% |
Debt associated with hotels in receivership | $ 355,120 | $ 355,120 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, net | $ 2,800,000 | $ 3,000,000 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value percentage of the carrying value of notes receivable (as a percent) | 100% | 100% |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Income (loss) attributable to the Company | $ 50,254 | $ (24,608) | $ 121,815 | $ (85,530) |
Less: dividends on preferred stock | (5,468) | (3,752) | (10,479) | (6,995) |
Less: deemed dividends on redeemable preferred stock | (669) | (826) | (1,351) | (1,233) |
Add: gain (loss) on extinguishment of preferred stock | 211 | 0 | 1,784 | 0 |
Less: net (income) loss allocated to performance stock units | (542) | 0 | ||
Distributed and undistributed income (loss) allocated to common stockholders - basic | 44,125 | (29,186) | 111,227 | (93,758) |
Distributed and undistributed income (loss) allocated to common stockholders - diluted | $ 47,425 | $ (29,186) | $ 117,341 | $ (93,758) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding - basic (in shares) | 43,243 | 34,429 | 40,850 | 34,385 |
Weighted average common shares outstanding - diluted (in shares) | 189,364 | 34,429 | 153,046 | 34,385 |
Basic income (loss) per share: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ 1.02 | $ (0.85) | $ 2.72 | $ (2.73) |
Diluted income (loss) per share: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ 0.25 | $ (0.85) | $ 0.77 | $ (2.73) |
Restricted shares | ||||
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Less: net (income) loss allocated to performance stock units | $ (203) | $ 0 | ||
Preferred Stock, Series J | ||||
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Dividends | $ 3,026 | $ 0 | $ 5,693 | $ 0 |
Weighted average common shares outstanding: | ||||
Effect of assumed conversion of preferred stock (in shares) | 137,087 | 0 | 105,567 | 0 |
Series K Preferred Stock | ||||
Income (loss) allocated to common stockholders - basic and diluted: | ||||
Dividends | $ 274 | $ 0 | $ 421 | $ 0 |
Weighted average common shares outstanding: | ||||
Effect of assumed conversion of preferred stock (in shares) | 9,034 | 0 | 6,629 | 0 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Total | $ 768 | $ 1,125 | $ 1,960 | $ 1,072 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 553 | 9,253 | 527 | 6,426 |
Preferred Stock, Series J | ||||
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 0 | $ 1,420 | $ 0 | $ 1,933 |
Series K Preferred Stock | ||||
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | 0 | 54 | 0 | 88 |
Performance stock units | ||||
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Income allocated to unvested shares | $ 203 | $ 0 | $ 542 | $ 0 |
Operating partnership units | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 553 | 400 | 527 | 367 |
Embedded debt derivative | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 1,745 | 0 | 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) | 0 | 6,764 | 0 | 4,111 |
Redeemable Noncontrolling Interests in Preferred Stock | Series K Preferred Stock | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 344 | 0 | 203 |
Operating partnership units | ||||
Income (loss) allocated to common stockholders is not adjusted for: | ||||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ 565 | $ (349) | $ 1,418 | $ (949) |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests in Operating Partnership - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended |
May 31, 2024 | Jun. 30, 2024 | |
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) | 2,100,000 | |
Units which have not reached full economic parity with common units (in shares) | 224,000 | |
LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Vesting period (in years) | 3 years | |
Common partnership unit per converted LTIP unit (in shares) | 1 | |
LTIP units | Director | ||
Noncontrolling Interest [Line Items] | ||
Granted (in shares) | 100,000 | |
Fair value of units granted | $ 135 | |
Performance LTIP units | ||
Noncontrolling Interest [Line Items] | ||
Units outstanding (in shares) | 1,500,000 | |
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% | |
Performance adjustment range on initial calculation (as a percent) | 75% | |
Performance adjustment range on initial calculation, final calculation (as a percent) | 0% | |
Performance LTIP units | Maximum | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 200% | |
Performance adjustment range on initial calculation (as a percent) | 125% | |
Performance adjustment range on initial calculation, final calculation (as a percent) | 250% | |
Performance LTIP units | Maximum | 2022 and 2023 Grants | ||
Noncontrolling Interest [Line Items] | ||
Performance adjustment range (as a percent) | 250% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests in Operating Partnership - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||||||||
Redeemable noncontrolling interests in Ashford Trust OP (in thousands) | $ 22,972 | $ 22,409 | $ 22,972 | $ 22,409 | $ 22,007 | $ 22,300 | $ 21,617 | $ 21,550 |
Redemption value adjustment | (413) | 393 | (1,204) | 569 | ||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ (565) | $ 349 | (1,418) | $ 949 | ||||
Partnership Interest | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Redemption value adjustment | $ 184,997 | $ 186,201 | ||||||
Partnership Interest | Ashford Trust OP | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ownership percentage of operating partnership | 1.26% | 1.26% | 1.27% |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Apr. 11, 2022 | Apr. 06, 2022 | |
Class of Stock [Line Items] | ||||||||
Dividends declared - common stock | $ 0 | $ 0 | ||||||
Common stock, fair value | $ 5,664,000 | $ 7,800,000 | ||||||
Authorized amount | $ 200,000,000 | |||||||
Stock repurchased (in shares) | 0 | 0 | 0 | 0 | ||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock, net (in shares) | 4,749,000 | 6,165,000 | ||||||
Common stock, fair value | $ 47,000 | $ 62,000 | ||||||
Stock repurchased (in shares) | 7,000 | 32,000 | 24,000 | |||||
Common Stock | Director | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock, net (in shares) | 40,000 | |||||||
Common stock, fair value | $ 54,000 | |||||||
At-The-Market Equity Distribution | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Commission percentage | 1% | |||||||
Virtu Americas LLC | At-The-Market Equity Distribution | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate offering price | $ 100,000,000 | |||||||
Performance stock units | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting period (in years) | 3 years | |||||||
Performance stock units | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Performance adjustment range (as a percent) | 0% | 0% | ||||||
Performance stock units | Minimum | 2022 and 2023 Grants | ||||||||
Class of Stock [Line Items] | ||||||||
Performance adjustment range (as a percent) | 0% | 0% | ||||||
Performance adjustment range on initial calculation (as a percent) | 75% | 75% | ||||||
Performance stock units | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Performance adjustment range (as a percent) | 200% | 200% | ||||||
Performance stock units | Maximum | 2022 and 2023 Grants | ||||||||
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 Issuance Activity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class of Stock [Line Items] | |||
Gross proceeds | $ 7,746 | $ 0 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of common stock, net (in shares) | 4,749 | 6,165 | |
Gross proceeds | $ 5,935 | $ 8,182 | |
Commissions and other expenses | 60 | 82 | |
Net proceeds | $ 5,875 | $ 8,100 |
Equity and Equity-Based Compe_5
Equity and Equity-Based Compensation - Summary of Dividends (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | |
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 |
Equity and Equity-Based Compe_6
Equity and Equity-Based Compensation - Preferred Shares Tendered and Common Shares Issued (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2022 | |
Preferred Shares Tendered | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 87 | 246 | |
Common Shares Issued | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | (1,316) | (2,654) | |
Common Shares Issued | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 1,316 | 2,654 | |
Preferred Stock, Series D | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 8.45% | ||
Preferred Stock, Series D | Preferred Shares Tendered | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 0 | 0 | |
Preferred Stock, Series D | Common Shares Issued | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 0 | 0 | |
Preferred Stock, Series F | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.375% | ||
Preferred Stock, Series F | Preferred Shares Tendered | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 9 | 80 | |
Preferred Stock, Series F | Preferred Shares Tendered | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 9 | 80 | |
Preferred Stock, Series F | Common Shares Issued | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 141 | 737 | |
Preferred Stock, Series G | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.375% | ||
Preferred Stock, Series G | Preferred Shares Tendered | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 29 | 29 | |
Preferred Stock, Series G | Preferred Shares Tendered | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 29 | 29 | |
Preferred Stock, Series G | Common Shares Issued | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 434 | 434 | |
Preferred Stock, Series H | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.50% | ||
Preferred Stock, Series H | Preferred Shares Tendered | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 9 | 80 | |
Preferred Stock, Series H | Preferred Shares Tendered | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 9 | 80 | |
Preferred Stock, Series H | Common Shares Issued | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 141 | 727 | |
Preferred Stock, Series I | |||
Class of Stock [Line Items] | |||
Preferred stock percentage | 7.50% | ||
Preferred Stock, Series I | Preferred Shares Tendered | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 40 | 57 | |
Preferred Stock, Series I | Preferred Shares Tendered | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 40 | 57 | |
Preferred Stock, Series I | Common Shares Issued | Privately Negotiated Exchange Agreements | |||
Class of Stock [Line Items] | |||
Shares tendered and issued (in shares) | 600 | 756 |
Redeemable Preferred Stock - Na
Redeemable Preferred Stock - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 director $ / 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 |
Increase in board members | director | 2 |
Additional directors, term length | 1 year |
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 |
Period of preferred dividends in arrears (in months) | 18 months |
Increase in board members | director | 2 |
Additional directors, term length | 1 year |
Initial conversion/redemption 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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 367 | 0 | 367 | 0 | |
Preferred Stock, Series J | |||||
Class of Stock [Line Items] | |||||
Issuance of preferred shares (in shares) | 853 | 1,073 | 1,717 | 1,487 | |
Net proceeds | $ 19,185 | $ 24,132 | $ 38,629 | $ 33,458 | |
Redeemable preferred stock | 119,817 | 119,817 | $ 79,975 | ||
Temporary equity, accretion to redemption value, adjustment | 4,693 | 3,473 | |||
Temporary equity, dividends, adjustment | $ 2,461 | $ 618 | $ 4,473 | $ 751 | |
Preferred Stock, Series J | Cash | |||||
Class of Stock [Line Items] | |||||
Redemption of preferred shares (in shares) | 0 | 2 | 0 | 2 | |
Redemption amount, net of redemption fees | $ 0 | $ 53 | $ 0 | $ 53 | |
Preferred Stock, Series J | Common Stock | |||||
Class of Stock [Line Items] | |||||
Redemption of preferred shares (in shares) | 18 | 0 | 18 | 0 | |
Redemption amount, net of redemption fees | $ 426 | $ 0 | $ 426 | $ 0 | |
Series K Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Issuance of preferred shares (in shares) | 101 | 38 | 170 | 70 | |
Net proceeds | $ 2,456 | $ 909 | $ 4,132 | $ 1,696 | |
Redeemable preferred stock | 8,840 | 8,840 | 4,783 | ||
Temporary equity, accretion to redemption value, adjustment | 276 | $ 146 | |||
Temporary equity, dividends, adjustment | $ 170 | 30 | $ 290 | $ 37 | |
Redemption of preferred shares (in shares) | 5 | 6 | 0 | ||
Redemption amount, net of redemption fees | $ 137 | $ 0 | $ 169 | $ 0 | |
Common stock, shares issued (in shares) | 119 | 0 | 142 | 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||||||||
Mar. 02, 2023 USD ($) | Jan. 27, 2022 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2024 USD ($) hotel | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) hotel | Jun. 30, 2024 USD ($) hotel installment | Jun. 30, 2023 USD ($) hotel | Mar. 12, 2024 USD ($) successive_period | Mar. 11, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 06, 2023 | Sep. 27, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | ||||||||||||
Payment to affiliated entity, expense recorded | $ 7,194,000 | $ 4,904,000 | $ 15,403,000 | $ 7,516,000 | |||||||||
Number of hotels | hotel | 94 | 100 | 94 | 100 | |||||||||
Subsidiaries | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of hotels | hotel | 69 | ||||||||||||
Variable Interest Entity, Primary Beneficiary, Stirling OP | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of hotels | hotel | 4 | ||||||||||||
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 | ||||||||||||
Second A&R HMA Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Initial term | 10 years | ||||||||||||
A&R PMA Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Initial term | 10 years | ||||||||||||
Management fees related to development (as a percent) | 8% | ||||||||||||
Affiliated entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction, maximum cash incentive compensation | $ 13,100,000 | ||||||||||||
Credit agreement term (in years) | 2 years | ||||||||||||
Maximum financial impact | $ 2,000,000 | ||||||||||||
Tangible net worth covenant | $ 750,000,000 | $ 1,000,000,000 | |||||||||||
Percentage of net equity proceeds | 75% | 75% | |||||||||||
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 | $ 9,200,000 | $ 9,200,000 | $ 180,000 | ||||||||||
Payable amount | $ 3,100,000 | ||||||||||||
Ashford Inc. | Affiliated entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of base fee paid | 0.90 | 0.90 | |||||||||||
Number of equal annual installments | installment | 3 | ||||||||||||
Payment to affiliated entity | $ 3,400,000 | ||||||||||||
Payment to affiliated entity, expense recorded | $ 3,200,000 | ||||||||||||
Payment resulting from true-up | $ 3,200,000 | ||||||||||||
Monthly base fee, percentage of total market capitalization | 0.0583 | 0.0583 | |||||||||||
Minimum base fee | 0.0833 | 0.0833 | |||||||||||
Stirling Operating Partnership | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Annual management fee (as a percent) | 1.25% | ||||||||||||
Percent of project costs related to project management fee | 4% | 4% | |||||||||||
Percentage of project costs in excess of gross revenue | 5% | 5% | |||||||||||
Design project management fee, percentage of project costs | 3% | 3% | |||||||||||
Percent of project fees related to architecture | 6.50% | 6.50% | |||||||||||
Percent of project fees related to construction management costs | 10% | 10% | |||||||||||
Project fee, interior design, percentage of purchase price | 6% | 6% | |||||||||||
Project fee, FFE purchasing, percentage of purchase price | 8% | 8% | |||||||||||
Purchase price threshold amount | $ 2,000,000 | $ 2,000,000 | |||||||||||
Procurement fee percentage over purchase price threshold | 6% | 6% | |||||||||||
Percent of project fees related to freight expediting | 8% | 8% | |||||||||||
Percent of project fees related to warehousing | 8% | 8% | |||||||||||
Percent of project fees related to development fees | 4% | 4% | |||||||||||
Lismore Capital | Debt Placement Services And Loan Modifications | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Amount of transaction | $ 3,300,000 | $ 1,000,000 | $ 3,500,000 | $ 1,400,000 | |||||||||
Remington Hospitality | Subsidiaries | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of hotel properties managed by affiliates | hotel | 50 | 50 | |||||||||||
Remington Hospitality | Variable Interest Entity, Primary Beneficiary, Stirling OP | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of hotel properties managed by affiliates | hotel | 3 | 3 | |||||||||||
Remington Hospitality | Second A&R HMA Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of successive periods | successive_period | 3 | ||||||||||||
Duration of successive periods | 7 years | ||||||||||||
Final term | 4 years | ||||||||||||
Remington Hospitality | A&R PMA Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of successive periods | successive_period | 3 | ||||||||||||
Duration of successive periods | 7 years | ||||||||||||
Final term | 4 years | ||||||||||||
Remington Hospitality | Minimum | Management Fees | Management Fees | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payment of monthly property management fees | $ 17,000 | ||||||||||||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Advisory services fee | $ 11,474 | $ 12,269 | $ 26,675 | $ 25,255 |
Ashford Inc. | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 11,236 | 12,269 | 26,133 | 25,255 |
Ashford Inc. | Affiliated entity | Base advisory fee | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 7,985 | 8,249 | 15,948 | 16,718 |
Ashford Inc. | Affiliated entity | Reimbursable expenses | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 2,744 | 3,065 | 9,142 | 6,292 |
Ashford Inc. | Affiliated entity | Equity-based compensation | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 507 | $ 955 | 1,043 | $ 2,245 |
Stirlings Hotels & Resorts, Inc. | Affiliated entity | Consolidated Entity, Excluding Consolidated VIE | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 238 | 542 | ||
Stirlings Hotels & Resorts, Inc. | Affiliated entity | Base advisory fee | Consolidated Entity, Excluding Consolidated VIE | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 195 | 452 | ||
Stirlings Hotels & Resorts, Inc. | Affiliated entity | Reimbursable expenses | Consolidated Entity, Excluding Consolidated VIE | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | $ 43 | $ 90 |
Related Party Transactions - Fe
Related Party Transactions - Fees Related to Property and Project Management Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Ashford Inc. | ||||
Related Party Transaction [Line Items] | ||||
Corporate, general and administrative | $ 1,566 | $ 981 | $ 6,456 | $ 1,100 |
Commitments and Contingencies-
Commitments and Contingencies- Narrative (Details) | 1 Months Ended | 6 Months Ended | ||
Feb. 29, 2024 lawsuit | Jun. 30, 2024 USD ($) | Mar. 12, 2024 case | Dec. 20, 2016 hotel | |
Commitment and Contingencies [Line Items] | ||||
Number of lawsuits | lawsuit | 2 | |||
Number of cases consolidated | case | 2 | |||
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 Hospitality | Management Fees | ||||
Commitment and Contingencies [Line Items] | ||||
Payment of monthly property management fees | $ 17,000 | |||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Franchise fees | ||||
Commitment and Contingencies [Line Items] | ||||
Other hotel expenses | $ 14,698 | $ 17,452 | $ 28,590 | $ 33,063 |
Segment Reporting (Details)
Segment Reporting (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 08, 2024 hotel |
Subsequent Event | |
Subsequent Event [Line Items] | |
Number of hotel properties excluded from assets sold or disposed of calculation | 8 |