Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 22, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Entity Registrant Name | BRAEMAR HOTELS & RESORTS INC. | |
Entity Common Stock, Shares Outstanding | 33,534,996 | |
Entity Central Index Key | 0001574085 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Investments in hotel properties, gross | $ 1,794,504 | $ 1,791,174 |
Accumulated depreciation | (325,322) | (309,752) |
Investments in hotel properties, net | 1,469,182 | 1,481,422 |
Cash and cash equivalents | 141,793 | 71,995 |
Restricted cash | 45,418 | 58,388 |
Accounts receivable, net of allowance of $220 and $153, respectively | 13,834 | 19,053 |
Inventories | 2,718 | 2,794 |
Prepaid expenses | 6,603 | 4,992 |
Derivative assets | 650 | 582 |
Operating lease right-of-use assets | 82,255 | 82,596 |
Other assets | 15,446 | 13,018 |
Intangible assets, net | 4,924 | 5,019 |
Due from related parties, net | 854 | 551 |
Due from third-party hotel managers | 16,953 | 16,638 |
Total assets | 1,802,515 | 1,758,947 |
Liabilities: | ||
Indebtedness, net | 1,134,488 | 1,058,486 |
Accounts payable and accrued expenses | 87,440 | 94,919 |
Dividends and distributions payable | 3,208 | 9,143 |
Due to third-party hotel managers | 1,663 | 1,685 |
Operating lease liabilities | 61,064 | 61,118 |
Other liabilities | 17,906 | 17,508 |
Total liabilities | 1,309,017 | 1,247,203 |
Commitments and contingencies (note 15) | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 5,031,473 and 5,008,421 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 107,352 | 106,920 |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||
Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 16 | 16 |
Common stock, $0.01 par value, 250,000,000 shares authorized, 33,510,912 and 32,885,217 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 335 | 329 |
Additional paid-in capital | 524,341 | 519,551 |
Accumulated deficit | (166,108) | (150,629) |
Total stockholders’ equity of the Company | 358,584 | 369,267 |
Noncontrolling interest in consolidated entities | (9,224) | |
Total equity | 349,360 | 363,254 |
Total liabilities and equity | 1,802,515 | 1,758,947 |
OpenKey | ||
ASSETS | ||
Investment in unconsolidated entity | $ 1,885 | $ 1,899 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful notes receivable | $ 220 | $ 153 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 33,510,912 | 32,885,217 |
Common stock, shares outstanding (in shares) | 33,510,912 | 32,885,217 |
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 50,000,000 |
Series B Preferred Stock | ||
Series B preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series B preferred stock, shares issued (in shares) | 5,031,473 | 5,008,421 |
Series B preferred stock, shares outstanding (in shares) | 5,000,000 | 5,008,421 |
Preferred stock dividend rate | 5.50% | |
Series D Preferred Stock | ||
Preferred stock, shares issued (in shares) | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding (in shares) | 1,600,000 | 1,600,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUE | ||
Total revenue | $ 117,520 | $ 128,513 |
Hotel operating expenses: | ||
Total hotel operating expenses | 87,748 | 82,503 |
Property taxes, insurance and other | 7,660 | 7,460 |
Depreciation and amortization | 18,338 | 16,686 |
Advisory services fee | 5,069 | 6,024 |
Transaction costs | 0 | 634 |
Corporate general and administrative | 1,932 | 1,126 |
Total expenses | 120,747 | 114,433 |
Operating income (loss) | (3,227) | 14,080 |
Equity in earnings (loss) of unconsolidated entity | (40) | (50) |
Interest income | 129 | 362 |
Other income (expense) | (138) | (117) |
Interest expense and amortization of loan costs | (11,897) | (14,193) |
Write-off of loan costs and exit fees | 0 | (312) |
Unrealized gain (loss) on derivatives | 1,156 | (872) |
INCOME (LOSS) BEFORE INCOME TAXES | (14,017) | (395) |
Income tax (expense) benefit | (1,370) | (927) |
NET INCOME (LOSS) | (15,387) | (1,322) |
(Income) loss attributable to noncontrolling interest in consolidated entities | 572 | (99) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,885 | 440 |
Net income (loss) attributable to Ashford Inc. | (12,930) | (981) |
Preferred dividends | (2,555) | (2,532) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (15,485) | $ (3,513) |
INCOME (LOSS) PER SHARE - BASIC: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.48) | $ (0.11) |
Weighted average common shares outstanding – basic (in shares) | 32,474 | 32,115 |
INCOME (LOSS) PER SHARE - DILUTED: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.48) | $ (0.11) |
Weighted average common shares outstanding – diluted (in shares) | 32,474 | 32,115 |
Total hotel revenue | ||
REVENUE | ||
Total revenue | $ 117,520 | $ 128,508 |
Rooms | ||
REVENUE | ||
Total revenue | 70,468 | 76,731 |
Hotel operating expenses: | ||
Total hotel operating expenses | 17,880 | 16,982 |
Food and beverage | ||
REVENUE | ||
Total revenue | 28,803 | 32,114 |
Hotel operating expenses: | ||
Total hotel operating expenses | 23,901 | 22,210 |
Other hotel | ||
REVENUE | ||
Total revenue | 18,249 | 19,663 |
Hotel operating expenses: | ||
Total hotel operating expenses | 42,090 | 38,895 |
Other | ||
REVENUE | ||
Total revenue | 0 | 5 |
Management fees | ||
Hotel operating expenses: | ||
Total hotel operating expenses | $ 3,877 | $ 4,416 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (15,387) | $ (1,322) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||
Total other comprehensive income (loss) | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | (15,387) | (1,322) |
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 572 | (99) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,885 | 440 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (12,930) | $ (981) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Series B Preferred Stock | Series D Preferred Stock | Preferred Stock | Preferred StockSeries B Preferred Stock | Preferred StockSeries D Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitSeries B Preferred Stock | Accumulated DeficitSeries D Preferred Stock | Noncontrolling Interest in Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2018 | 4,966 | 1,600 | 32,512 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 392,085 | $ 16 | $ 325 | $ 512,545 | $ (115,410) | $ (5,391) | $ 44,885 | ||||||
Beginning balance, temporary equity at Dec. 31, 2018 | $ 106,123 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Impact of adoption of new accounting standard | (103) | (103) | |||||||||||
Purchase of common stock (in shares) | (17) | ||||||||||||
Purchase of common stock | (202) | (202) | |||||||||||
Equity-based compensation | 978 | 978 | 550 | ||||||||||
Preferred stock offering costs | (13) | (13) | |||||||||||
Issuance of restricted shares/units (in shares) | 237 | ||||||||||||
Issuance of restricted shares/units | 0 | $ 2 | (2) | 7 | |||||||||
Forfeiture of restricted common shares (in shares) | (1) | ||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||
Dividends declared – common stock | (5,329) | (5,329) | |||||||||||
Dividends declared – preferred stock | (825) | $ (1,707) | $ (825) | $ (1,707) | $ (825) | ||||||||
Distributions to noncontrolling interests | 0 | (778) | |||||||||||
Redemption/conversion of operating partnership units (in shares) | 110 | ||||||||||||
Redemption/conversion of operating partnership units, temporary equity | 1,149 | $ 1 | 1,433 | (285) | (1,149) | ||||||||
Net income (loss) | (981) | (440) | |||||||||||
Net income (loss) | (882) | 99 | |||||||||||
Redemption value adjustment | (7,935) | (7,935) | 7,935 | ||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 4,966 | 1,600 | 32,841 | ||||||||||
Ending balance at Mar. 31, 2019 | 377,216 | $ 16 | $ 328 | 514,739 | (132,575) | (5,292) | 51,010 | ||||||
Ending balance, temporary equity at Mar. 31, 2019 | $ 106,123 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 4,966 | 1,600 | 32,512 | ||||||||||
Beginning balance at Dec. 31, 2018 | 392,085 | $ 16 | $ 325 | 512,545 | (115,410) | (5,391) | 44,885 | ||||||
Beginning balance, temporary equity at Dec. 31, 2018 | $ 106,123 | ||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 5,008 | 1,600 | 32,885 | ||||||||||
Ending balance at Dec. 31, 2019 | 363,254 | $ 16 | $ 329 | 519,551 | (150,629) | (6,013) | 41,570 | ||||||
Ending balance, temporary equity at Dec. 31, 2019 | 106,920 | $ 106,920 | |||||||||||
Common stock, $0.01 par value, 250,000,000 shares authorized, 33,510,912 and 32,885,217 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 329 | ||||||||||||
Additional paid-in capital | 519,551 | ||||||||||||
Accumulated deficit | (150,629) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Purchase of common stock (in shares) | (20) | ||||||||||||
Purchase of common stock | (82) | (82) | |||||||||||
Equity-based compensation | 1,424 | 1,424 | 561 | ||||||||||
Issuance of preferred stock | $ 0 | $ 432 | |||||||||||
Issuance of preferred stock (in shares) | 23 | ||||||||||||
Issuance of restricted shares/units (in shares) | 311 | ||||||||||||
Issuance of restricted shares/units | 0 | $ 3 | (3) | ||||||||||
Forfeiture of restricted common shares (in shares) | (4) | ||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||
Dividends declared – preferred stock | (825) | $ (1,730) | $ (825) | $ (1,730) | $ (825) | ||||||||
Distributions to noncontrolling interests | (2,639) | (2,639) | |||||||||||
Redemption/conversion of operating partnership units (in shares) | 339 | ||||||||||||
Redemption/conversion of operating partnership units, temporary equity | 3,454 | $ 3 | 3,451 | (3,454) | |||||||||
Net income (loss) | (12,930) | (12,930) | (1,885) | ||||||||||
Net income (loss) | (13,502) | (572) | |||||||||||
Redemption value adjustment | 6 | 6 | (6) | ||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 5,031 | 1,600 | 33,511 | ||||||||||
Ending balance at Mar. 31, 2020 | 349,360 | $ 16 | $ 335 | $ 524,341 | $ (166,108) | $ (9,224) | $ 36,786 | ||||||
Ending balance, temporary equity at Mar. 31, 2020 | 107,352 | $ 107,352 | |||||||||||
Common stock, $0.01 par value, 250,000,000 shares authorized, 33,510,912 and 32,885,217 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 335 | ||||||||||||
Additional paid-in capital | 524,341 | ||||||||||||
Accumulated deficit | $ (166,108) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Dividends declared per common share (in dollars per share) | $ 0.16 | |
Series B Preferred Stock | ||
Dividends declared per preferred share (in dollars per share) | $ 0.34 | 0.34 |
Series D Preferred Stock | ||
Dividends declared per preferred share (in dollars per share) | $ 0.52 | $ 0.52 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (15,387) | $ (1,322) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 18,338 | 16,686 |
Equity-based compensation | 1,985 | 1,528 |
Bad debt expense | 269 | 87 |
Amortization of loan costs | 1,071 | 1,180 |
Write-off of loan costs and exit fees | 0 | 312 |
Amortization of intangibles | 207 | 119 |
Amortization of non-refundable membership initiation fees | (82) | (27) |
Interest expense accretion on refundable membership club deposits | 213 | 225 |
Unrealized (gain) loss on investment in Ashford Inc. | 0 | (707) |
Realized and unrealized (gain) loss on derivatives | (1,081) | 937 |
Net settlement of trading derivatives | 1,330 | (925) |
Equity in (earnings) loss of unconsolidated entity | 40 | 50 |
Deferred income tax expense (benefit) | (5) | 179 |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions: | ||
Accounts receivable and inventories | 4,003 | (9,354) |
Prepaid expenses and other assets | (2,719) | (1,536) |
Accounts payable and accrued expenses | (8,315) | (49) |
Operating lease right-of-use assets | 134 | 115 |
Due to/from related parties, net | (303) | (493) |
Due to/from third-party hotel managers | (337) | (2,518) |
Due to/from Ashford Inc. | (439) | 1,113 |
Operating lease liabilities | (54) | (30) |
Other liabilities | 267 | (6,186) |
Net cash provided by (used in) operating activities | (865) | (616) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from property insurance | 948 | 0 |
Acquisition of hotel properties, net of cash and restricted cash acquired | 0 | (112,095) |
Investment in unconsolidated entity | (26) | (156) |
Improvements and additions to hotel properties | (7,509) | (36,644) |
Net cash provided by (used in) investing activities | (6,587) | (148,895) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on indebtedness | 75,000 | 249,000 |
Repayments of indebtedness | 0 | (187,086) |
Payments of loan costs and exit fees | 0 | (2,441) |
Payments for derivatives | (37) | (55) |
Purchase of common stock | (28) | (202) |
Payments for dividends and distributions | (8,490) | (7,979) |
Proceeds from issuance of preferred stock | 474 | 0 |
Preferred stock offering costs | 0 | (110) |
Distributions to noncontrolling interest in consolidated entities | (2,639) | 0 |
Other | 0 | 7 |
Net cash provided by (used in) financing activities | 64,280 | 51,134 |
Net change in cash, cash equivalents and restricted cash | 56,828 | (98,377) |
Cash, cash equivalents and restricted cash at beginning of period | 130,383 | 258,488 |
Cash, cash equivalents and restricted cash at end of period | 187,211 | 160,111 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest paid | 10,601 | 12,363 |
Income taxes paid (refunded) | 690 | (1,224) |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock purchases accrued but not paid | 82 | 0 |
Dividends and distributions declared but not paid | 3,208 | 9,174 |
Capital expenditures accrued but not paid | 17,040 | 14,891 |
Accrued but unpaid financing costs | 1,364 | 0 |
Accrued preferred stock offering expenses | 25 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 141,793 | 73,802 |
Restricted cash | $ 45,418 | $ 86,309 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||||
Cash and cash equivalents | $ 141,793 | $ 71,995 | $ 73,802 | $ 182,578 |
Restricted cash | 45,418 | 58,388 | 86,309 | 75,910 |
Cash, cash equivalents and restricted cash | $ 187,211 | $ 130,383 | $ 160,111 | $ 258,488 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Braemar Hotels & Resorts Inc., together with its subsidiaries (“Braemar”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”) luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by Smith Travel Research. Braemar has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Braemar conducts its business and owns substantially all of its assets through its operating partnership, Braemar Hospitality Limited Partnership (“Braemar OP”). In this report, the terms the “Company,” “we,” “us” or “our” refers to Braemar Hotels & Resorts Inc. and, as the context may require, all entities included in its condensed consolidated financial statements. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC” or the “Advisor”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Hotels, a subsidiary of Ashford Inc. after November 6, 2019, manages three of our thirteen 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 project management services, debt placement services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and mobile key technology. The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of March 31, 2020 , own thirteen hotel properties in six states, the District of Columbia and the U.S. Virgin Islands (“USVI”). The portfolio includes eleven wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Braemar OP has a controlling interest. These hotel properties represent 3,722 total rooms, or 3,487 net rooms, excluding those attributable to our partner. As a REIT, Braemar is required to comply with limitations imposed by the Internal Revenue Code related to operating hotels. As of March 31, 2020 , twelve of our thirteen hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively the TRS entities are referred to as “Braemar TRS”). One hotel property, located in the USVI, is owned by our USVI TRS. Braemar TRS then engages third-party or affiliated hotel management companies to operate the hotel properties under management contracts. Hotel operating results related to the hotel properties are included in the condensed consolidated statements of operations. As of March 31, 2020 , ten of the thirteen hotel properties were leased by Braemar’s wholly-owned TRS and the two hotel properties majority-owned through a consolidated partnership were leased to a TRS wholly-owned by such consolidated partnership. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from Braemar TRS is eliminated in consolidation. The hotel properties are operated under management contracts with Marriott International, Inc. (“Marriott”), Hilton Worldwide (“Hilton”), Accor Management US Inc. (“Accor”), Hyatt Hotels Corporation (“Hyatt”), Ritz-Carlton, Inc., a subsidiary of Marriott (“Ritz-Carlton”) and Remington Hotels, which are eligible independent contractors under the Internal Revenue Code. COVID-19, Management’s Plans and Liquidity In December 2019, a novel strain of coronavirus (COVID-19) was identified in Wuhan, China, which subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Since late February, we have experienced a significant decline in occupancy and RevPAR and we expect the significant occupancy and RevPAR reduction associated with COVID-19 to continue as we are experiencing significant reservation cancellations as well as a significant reduction in new reservations relative to prior expectations. The prolonged presence of the virus has resulted in health or other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry and our portfolio have experienced the postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders, the Company temporarily suspended operations at 11 of its 13 hotels and dramatically reduced staffing and expenses at its hotels that remain operational. Operations will remain suspended until state and local government restrictions and requirements are lifted and the Company can be confident that reopening the hotels will not jeopardize the health and safety of guests, hotel employees and local communities. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. The full financial impact of the reduction in hotel demand caused by the pandemic and suspension of operations at the Company’s hotels cannot be reasonably estimated at this time due to uncertainty as to its severity and duration. The Company expects that the COVID-19 pandemic will have a significant negative impact on the Company’s results of operations, financial position and cash flow in 2020. As a result, in March 2020, the Company fully drew down on its $75 million secured revolving credit facility, suspended the quarterly cash dividend on its common shares for the first quarter of 2020 and likely the remainder of 2020, reduced planned capital expenditures and reduced the compensation of its board of directors, and, working closely with its hotel managers, significantly reduced its hotels’ operating expenses. The Company’s advisor adopted a remote-work policy at its corporate office in an effort to protect the health and safety of its employees and does not anticipate these policies to have any adverse impact on its ability to continue to operate its business. As of March 31, 2020, the Company maintained unrestricted cash of $141.8 million . All of the Company’s property-level debt is non-recourse. Although the Company was in compliance with all its debt covenants as of March 31, 2020, subsequent to March 31, 2020 the Company did not make at least one interest payment on nearly all of its mortgage and mezzanine loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Further, the Company triggered an "Event of Default," as defined under the secured revolving credit facility agreement as a result of the Company being in default on mortgage and mezzanine loans with an aggregate principal amount in excess of $200 million . Pursuant to the terms of the applicable mortgage loan, such an Event of Default caused an automatic increase in the interest rate on its outstanding loan balance for the period such Event of Default remains outstanding. Following an Event of Default, the Company’s lenders can generally elect to accelerate all principal and accrued interest payments that remain outstanding under the applicable mortgage loan and foreclose on the applicable hotel properties that are security for such loans. Additionally, subsequent to March 31, 2020, the Company did not make rental payments under two ground leases that are paid monthly. The Company is actively negotiating the terms for forbearance agreements or waivers with its lenders and landlords. Based on these factors, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. U.S. generally accepted accounting principles requires that in making this determination, the Company cannot consider any remedies that are outside of the Company’s control and have not been fully implemented. As a result, the Company could not consider future potential fundraising activities, whether through equity or debt offerings, dispositions of hotel properties or the likelihood of obtaining forbearance agreements as we could not conclude they were probable of being effectively implemented. Any forbearance agreement will most likely lead to increased costs, increased interest rates, additional restrictive covenants and other possible lender protections. In addition to or in lieu of obtaining forbearance agreements as described above, the Company could turn over the hotels securing the mortgage loans to the respective lenders. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2019 Annual Report on Form 10-K, as originally filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020. Braemar OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Braemar OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Braemar OP General Partner LLC, its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical condensed consolidated financial statements: • historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2020 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 ; and • on January 15, 2019, we acquired the Ritz-Carlton, Lake Tahoe. The operating results of the hotel property have been included in the results of operations as of its acquisition date. Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes —On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. Recently Adopted Accounting Standards —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses ( “ ASU 2018-19”) . ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases . In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments—Equity Method and Joint Ventures , for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 may have on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenu e The following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended March 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 23,987 $ 7,771 $ 4,418 $ — $ 36,176 Colorado 1 8,151 4,255 2,905 — 15,311 Florida 2 13,989 7,743 4,694 — 26,426 Illinois 1 2,621 852 296 — 3,769 Pennsylvania 1 4,466 1,206 236 — 5,908 Washington 1 3,698 791 358 — 4,847 Washington, D.C. 1 6,535 3,491 506 — 10,532 USVI 1 7,021 2,694 4,836 — 14,551 Total 13 $ 70,468 $ 28,803 $ 18,249 $ — $ 117,520 Three Months Ended March 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 29,914 $ 10,165 $ 3,926 $ — $ 44,005 Colorado 1 9,597 4,836 3,666 — 18,099 Florida 2 14,996 8,096 4,822 — 27,914 Illinois 1 3,323 1,138 296 — 4,757 Pennsylvania 1 4,237 808 229 — 5,274 Washington 1 5,116 1,814 383 — 7,313 Washington, D.C. 1 8,708 4,561 382 — 13,651 USVI 1 840 696 5,959 — 7,495 Corporate entities — — — — 5 5 Total 13 $ 76,731 $ 32,114 $ 19,663 $ 5 $ 128,513 For the three months ended March 31, 2020 and 2019 , the Company recorded revenue from business interruption losses associated with lost profits from Hurricane Irma of $3.6 million and $6.0 million , respectively. |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): March 31, 2020 December 31, 2019 Land $ 455,298 $ 455,298 Buildings and improvements 1,185,545 1,173,151 Furniture, fixtures and equipment 132,946 129,595 Construction in progress 20,715 33,130 Total cost 1,794,504 1,791,174 Accumulated depreciation (325,322 ) (309,752 ) Investments in hotel properties, net $ 1,469,182 $ 1,481,422 Impairment Charges and Insurance Recoveries For the three months ended March 31, 2020 and 2019 , the Company recorded revenue from business interruption losses associated with lost profits from Hurricane Irma of $3.6 million and $6.0 million , respectively. These revenues are included in “other” hotel revenue in our condensed consolidated statements of operations. For the three months ended March 31, 2020 and 2019 , the Company received proceeds of $2.0 million and $0.0 million , respectively, from our insurance carriers for property damage and business interruption from the hurricanes. During the three months ended March 31, 2020 and 2019 , no impairment charges were recorded. As of March 31, 2020 , the Company recorded an insurance receivable of $3.3 million , related to business interruption insurance recoveries that are realizable. The Company also had a liability of $2.2 million , included in “other liabilities” on the condensed consolidated balance sheet, as it has received insurance proceeds in excess of property damage claims that are not yet settled as of March 31, 2020 . The Company will not record revenue for business interruption losses associated with lost profits or gains from property damage recoveries until the amount for such recoveries is known and the amount is realizable. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity OpenKey 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. In 2018, the Company made an initial $2.0 million investment in OpenKey, which is controlled and consolidated by Ashford Inc., for an initial 8.2% ownership interest. An additional investment of $26,000 was made during the three months ended March 31, 2020 . All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. As of March 31, 2020 , the Company has made investments in OpenKey totaling $2.4 million . Our investment is recorded as “investment in unconsolidated entity” in our condensed consolidated balance sheets and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. We review our investment in OpenKey for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the three months ended March 31, 2020 and 2019 . The following table summarizes our carrying value and ownership interest in OpenKey: March 31, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 1,885 $ 1,899 Ownership interest in OpenKey 8.6 % 8.6 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended March 31, Line Item 2020 2019 Equity in earnings (loss) of unconsolidated entity $ (40 ) $ (50 ) |
Indebtedness, net
Indebtedness, net | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness, net consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate March 31, 2020 December 31, 2019 Secured revolving credit facility (3) Equity October 2022 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) + 2.25% to 3.50% $ 75,000 $ — Mortgage loan (4) Park Hyatt Beaver Creek April 2020 LIBOR (1) + 2.75% 67,500 67,500 Mortgage loan (5) The Notary Hotel June 2020 LIBOR (1) + 2.16% 435,000 435,000 Courtyard San Francisco Downtown Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (6) Ritz-Carlton, St. Thomas August 2021 LIBOR (1) + 3.95% 42,500 42,500 Mortgage loan Hotel Yountville May 2022 LIBOR (1) + 2.55% 51,000 51,000 Mortgage loan Bardessono Hotel August 2022 LIBOR (1) + 2.55% 40,000 40,000 Mortgage loan Ritz-Carlton, Sarasota April 2023 LIBOR (1) + 2.65% 100,000 100,000 Mortgage loan Ritz-Carlton, Lake Tahoe January 2024 LIBOR (1) + 2.10% 54,000 54,000 Mortgage loan Capital Hilton February 2024 LIBOR (1) + 1.70% 195,000 195,000 Hilton La Jolla Torrey Pines Mortgage loan Pier House Resort September 2024 LIBOR (1) + 1.85% 80,000 80,000 1,140,000 1,065,000 Deferred loan costs, net (5,512 ) (6,514 ) Indebtedness, net $ 1,134,488 $ 1,058,486 __________________ (1) LIBOR rates were 0.993% and 1.763% at March 31, 2020 and December 31, 2019 , respectively. (2) Base Rate, as defined in the secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% , or (iii) LIBOR + 1.0% . (3) On March 10, 2020 and March 13, 2020, we drew $25.0 million and $50.0 million , respectively, on our secured revolving credit facility with a borrowing capacity of $75.0 million and there is no additional capacity remaining. The secured revolving credit facility has two one -year extension options, subject to the satisfaction of certain conditions. (4) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the second was exercised in April 2020. (5) This mortgage loan has five one -year extension options, subject to satisfaction of certain conditions. (6) The interest rate spread on this mortgage loan changed from 4.95% as of December 31, 2019, to 3.95% as of March 31, 2020 , based on an appraisal received in accordance with the August 5, 2019 loan amendment. We are required to maintain certain financial ratios under our secured revolving credit facility. If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in our inability to borrow unused amounts under our line of credit, even if repayment of some or all of our borrowings is not required. 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 the consolidated group. As of March 31, 2020 , we were in compliance in all material respects with all covenants or other requirements set forth in our debt agreements as amended. Subsequent to March 31, 2020 the Company did not make at least one interest payment on nearly all of its mortgage and mezzanine loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Further, the Company triggered an "Event of Default," as defined under the secured revolving credit facility agreement as a result of the Company being in default on mortgage and mezzanine loans with an aggregate principal amount in excess of $200 million . See note 1. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Interest Rate Derivatives —We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives include interest rate caps and interest rate floors, which are subject to master netting settlement arrangements. All derivatives are recorded at fair value. The following table summarizes the interest rate derivatives we entered into over the applicable periods: Three Months Ended March 31, Interest rate caps: 2020 2019 Notional amount (in thousands) $ 167,500 $ 177,500 Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 3.50 % 7.80 % Effective date range March 2020 January 2019 - March 2019 Termination date range April 2021 March 2020 - February 2021 Total cost of interest rate caps (in thousands) $ 38 $ 55 Interest rate floors: Notional amount (in thousands) $ — $ 2,000,000 Strike rate 1.63 % Effective date January 2019 Termination date March 2020 Total cost of interest rate floors (in thousands) $ — $ 75 _______________ No instruments were designated as cash flow hedges for during the three months ended March 31, 2020 and 2019 . Interest rate derivatives consisted of the following: Interest rate caps: (1) March 31, 2020 December 31, 2019 Notional amount (in thousands) $ 1,037,500 $ 968,000 Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 4.00 % 7.80 % Termination date range April 2020 - October 2021 January 2020 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 870,000 $ 870,000 Interest rate floors: (1) (2) Notional amount (in thousands) $ 3,000,000 $ 5,000,000 Strike rate low end of range (0.25 )% (0.25 )% Strike rate high end of range (0.25 )% 1.63 % Termination date range July 2020 March 2020 - July 2020 _______________ (1) No instruments were designated as cash flow hedges. (2) Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. Credit Default Swap Derivatives —We use credit default swaps, tied to the CMBX index, to hedge financial and capital market risk. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. As of March 31, 2020 , we held a credit default swap with a notional amount of $50.0 million , an effective date of August 2017 and an expected maturity date of October 2026 . Assuming the underlying bonds pay off at par over their remaining average life, our estimated total exposure for these trades was approximately $2.2 million as of March 31, 2020 . Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when such change in market value is over $250,000 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. 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 rise above the strike rates of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (the Level 2 inputs). We also incorporate credit valuation adjustments (the Level 3 inputs) to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk. Fair value of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty. The fair value of interest rate floors is calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. These expected future cash flows are probability-weighted projections based on the contract terms, accounting for both the magnitude and likelihood of potential payments, which are both computed using the appropriate LIBOR forward curve and market implied volatilities as of the valuation date (Level 2 inputs). The fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when the valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties, which we consider significant ( 10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at March 31, 2020 , the LIBOR interest rate forward curve (Level 2 inputs) assumed a downtrend from 0.993% to 0.211% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present 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) Counterparty and Cash Collateral Netting (1) Total March 31, 2020 Assets Derivative assets: Interest rate derivatives - caps $ — $ 19 $ — $ — $ 19 Credit default swaps — 831 — (200 ) 631 $ — $ 850 $ — $ (200 ) $ 650 (2) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1 $ — $ 52 $ 53 Interest rate derivatives - caps — 1 — — 1 Credit default swaps — (550 ) — 1,078 528 $ — $ (548 ) $ — $ 1,130 $ 582 (2) __________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported as “derivative assets” in our condensed consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ (68 ) Interest rate derivatives - caps (19 ) (71 ) Credit default swaps 1,100 (1) (798 ) (1) Total derivative assets $ 1,081 $ (937 ) Non-derivative assets: Investment in Ashford Inc. — 707 Total $ 1,081 $ (230 ) Total combined Interest rate derivatives - floors $ 75 $ (3 ) Interest rate derivatives - caps (19 ) (71 ) Credit default swaps 1,100 (798 ) Unrealized gain (loss) on derivatives 1,156 (872 ) Realized gain (loss) on interest rate floors (75 ) (2) (65 ) (2) Unrealized gain (loss) on investment in Ashford Inc. — 707 Net $ 1,081 $ (230 ) _______________ (1) Excludes costs associated with credit default swaps of $63 for both the three months ended March 31, 2020 and 2019 , respectively, which is included in “other income (expense)” in our condensed consolidated statements of operations. (2) Included in “other income (expense)” in our condensed consolidated statements of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Determining the estimated fair values of certain financial instruments such as indebtedness requires considerable judgment to interpret market data. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled. The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Derivative assets $ 650 $ 650 $ 582 $ 582 Financial assets not measured at fair value: Cash and cash equivalents $ 141,793 $ 141,793 $ 71,995 $ 71,995 Restricted cash 45,418 45,418 58,388 58,388 Accounts receivable, net 13,834 13,834 19,053 19,053 Due from related parties, net 854 854 551 551 Due from third-party hotel managers 16,953 16,953 16,638 16,638 Financial liabilities not measured at fair value: Indebtedness, net $ 1,140,000 $1,035,450 to $1,144,444 $ 1,065,000 $1,003,863 to $1,109,532 Accounts payable and accrued expenses 87,440 87,440 94,919 94,919 Dividends and distributions payable 3,208 3,208 9,143 9,143 Due to Ashford Inc. 3,248 3,248 4,344 4,344 Due to third-party hotel managers 1,663 1,663 1,685 1,685 Cash, cash equivalents and restricted cash . These financial assets have maturities of less than 90 days and most bear interest at market rates. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. Accounts receivable, net, due to/from related parties, net, accounts payable and accrued expenses, dividends and distributions payable, due to Ashford Inc. and due to/from third-party hotel managers . The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Derivative assets . Fair value of interest rate caps is determined using the net present value of expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair value of credit default swaps are obtained from a third party who publishes the CMBX index composition and price data. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. See notes 7 and 8 for a complete description of the methodology and assumptions utilized in determining fair values. Indebtedness, net. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. The current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied, and adjusted for the credit spreads. Credit spreads take into consideration general market conditions, maturity and collateral. We estimated the fair value of the total indebtedness to be approximately 90.8% to 100.4% of the carrying value of $1.1 billion at March 31, 2020 , and approximately 94.3% to 104.2% of the carrying value of $1.1 billion at December 31, 2019 . These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (12,930 ) $ (981 ) Less: Dividends on preferred stock (2,555 ) (2,532 ) Less: Dividends on common stock — (5,158 ) Less: Dividends on unvested performance stock units — (75 ) Less: Dividends on unvested restricted shares — (96 ) Undistributed net income (loss) allocated to common stockholders (15,485 ) (8,842 ) Add back: Dividends on common stock — 5,158 Distributed and undistributed net income (loss) - basic and diluted $ (15,485 ) $ (3,684 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 32,474 32,115 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.48 ) $ (0.11 ) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.48 ) $ (0.11 ) Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Three Months Ended March 31, 2020 2019 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 96 Income (loss) allocated to unvested performance stock units — 75 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (1,885 ) (440 ) Dividends on preferred stock - Series B 1,730 1,707 Total $ (155 ) $ 1,438 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 76 87 Effect of unvested performance stock units — 288 Effect of assumed conversion of operating partnership units 4,112 4,342 Effect of assumed conversion of preferred stock - Series B 6,728 6,569 Effect of advisory services incentive fee shares 361 73 Total 11,277 11,359 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership. In March 2020, 83,000 LTIP units with a fair value of approximately $364,000 and a vesting period of three years were granted. The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Braemar OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. The number of Performance LTIP units actually earned may range from 0% to 200% of target based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s compensation committee on the grant date. As of March 31, 2020 , there were approximately 431,000 Performance LTIP units, representing 200% of the target, outstanding. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature, and the Performance LTIP units were granted to non-employees. In March 2020, 160,000 Performance LTIP units with a fair value of approximately $281,000 and a vesting period of three years were granted. As of March 31, 2020 , we have issued a total of 1.3 million LTIP units (including Performance LTIP units), net of cancellations, all of which, other than approximately 183,000 LTIP units and 220,000 Performance LTIP units issued from March 2015 to March 2020, had reached full economic parity with, and are convertible into, common units. The following table presents the common units redeemed and the fair value at redemption (in thousands): Three Months Ended March 31, 2020 2019 Common units converted to common stock 339 110 Fair value of common units converted $ 390 (1) $ 1,434 ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million . The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: March 31, 2020 December 31, 2019 Redeemable noncontrolling interests in Braemar OP $ 36,786 $ 41,570 Adjustments to redeemable noncontrolling interests (1) $ 59 $ 65 Ownership percentage of operating partnership 10.85 % 10.96 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to the holders of common units and holders of LTIP units, which are recorded as a reduction of redeemable noncontrolling interests in operating partnership, as illustrated in the table below (in thousands): Three Months Ended March 31, 2020 2019 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 1,885 $ 440 Distributions declared to holders of common units, LTIP units and Performance LTIP units — 778 |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity and Stock-Based Compensation | Equity and Stock-Based Compensation Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Three Months Ended March 31, 2020 2019 Common stock dividends declared $ — $ 5,329 Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“PSUs”) to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. The number of PSUs actually earned may range from 0% to 200% of target based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s compensation committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition as opposed to being accounted for at fair value based on the market price of the shares at each quarterly measurement date. In March 2020, 225,000 PSUs with a fair value of approximately $790,000 and a vesting period of three years were granted. Restricted Stock Units —We incur stock-based compensation expense in connection with restricted stock units awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance. In March 2020, 311,000 restricted stock units with a fair value of approximately $1.4 million and a vesting period of three years were granted. 8.25% Series D Cumulative Preferred Stock Dividends —The Series D Cumulative Preferred Stock dividend for all issued and outstanding shares is set at $2.0625 per annum per share. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2020 2019 Series D Cumulative Preferred Stock $ 825 $ 825 Stock Repurchases —On December 5, 2017, our board of directors reapproved the stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share and preferred stock having an aggregate value of up to $50 million . The board of directors’ authorization replaced any previous repurchase authorizations. No shares were repurchased during the three months ended March 31, 2020 and 2019 . As of March 31, 2020 , $50 million remains authorized by the board of directors pursuant to the December 5, 2017 approval. At-the-Market Common Stock Equity Distribution Program —On December 11, 2017, the Company established an “at-the-market” equity distribution program pursuant to which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $50 million . As of March 31, 2020 , no shares of our common stock have been sold under this program. |
5.50% Series B Cumulative Conve
5.50% Series B Cumulative Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
5.50% Series B Cumulative Convertible Preferred Stock | 5.50% Series B Cumulative Convertible Preferred Stock Each share of our 5.50% Series B Cumulative Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) is convertible at any time, at the option of the holder, into a number of whole shares of common stock at a conversion price of $18.70 (which represents a conversion rate of 1.3372 shares of our common stock, subject to certain adjustments). The Series B Convertible Preferred Stock is also subject to conversion upon certain events constituting a change of control. Holders of the Series B Convertible Preferred Stock have no voting rights, subject to certain exceptions. The Series B Convertible Preferred Stock dividend for all issued and outstanding shares is set at $1.375 per annum per share. The Company may, at its option, cause the Series B Convertible Preferred Stock to be converted in whole or in part, on a pro-rata basis, into fully paid and nonassessable shares of the Company’s common stock at the conversion price, provided that the “Closing Bid Price” (as defined in the Articles Supplementary) of the Company’s common stock shall have equaled or exceeded 110% of the conversion price for the immediately preceding 45 consecutive trading days ending three days prior to the date of notice of conversion. Additionally, the Series B Convertible Preferred Stock contains cash redemption features that consist of: 1) an optional redemption in which on or after June 11, 2020, the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends; 2) a special optional redemption, in which on or prior to the occurrence of a Change of Control (as defined), the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share; and 3) a REIT Termination Event and Listing Event Redemption, in which at any time (i) a REIT Termination Event (defined below) occurs or (ii) the Company’s common stock fails to be listed on the NYSE, NYSE American, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor thereto (each a “National Exchange”), the holder of Series B Cumulative Preferred Stock shall have the right to require the Company to redeem any or all shares of Series B Cumulative Preferred Stock at 103% of the liquidation preference ( $25.00 per share, plus any accumulated, accrued, and unpaid dividends) in cash. A REIT Termination Event, shall mean the earliest of: (i) filing of income tax return where the Company does not compute its income as a REIT; (ii) stockholders’ approval on ceasing to be qualified as a REIT; (iii) board of directors’ approval on ceasing to be qualified as a REIT; (iv) board’s determination based on advise of the counsel to cease to be qualified as a REIT; or (v) determination within the meaning of Section 1313(a) of IRC to cease to be qualified as a REIT. On December 4, 2019, we entered into equity distribution agreements with certain sales agents to sell from time to time shares of our Series B Convertible Preferred Stock having an aggregate offering price of up to $40.0 million . Sales of shares of our Series B Convertible Preferred Stock may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act, including sales made directly on the NYSE, the existing trading market for our Series B Convertible Preferred Stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network. We will pay each of the sales agents a commission, which in each case shall not be more than 2.0% of the gross sales price of the shares of our Series B Convertible Preferred Stock sold through such sales agents. The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2020 Series B Convertible Preferred Stock shares issued 23 Gross proceeds received $ 439 Commissions and other expenses 7 Net proceeds $ 432 At March 31, 2020 and December 31, 2019, there were approximately 5.0 million and 5.0 million outstanding shares of Series B Convertible Preferred Stock, respectively, that do not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside our control. As such, the Series B Convertible Preferred Stock is classified outside of permanent equity. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2020 2019 Series B Convertible Preferred Stock $ 1,730 $ 1,707 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Remington Lodging (prior to Ashford Inc. acquisition) Between January 1, 2019 and November 5, 2019, we paid Remington Lodging monthly hotel management fees equal to the greater of $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive hotel management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman Mr. Monty Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. We pay a monthly base fee equal to 1/12 th of the sum of (i) 0.70% of the total market capitalization of our company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which our advisory agreement was in effect; provided, however in no event shall the base fee for any month be less than the minimum base fee as provided by our advisory agreement. The base fee is payable on the 5 th business day of each month. The minimum base fee for Braemar for each month will be equal to the greater of: (i) 90% of the base fee paid for the same month in the prior year; and (ii) 1/12 th of the G&A Ratio (as defined) multiplied by the total market capitalization of Braemar. We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we pay Ashford LLC an incentive fee over the following three years , subject to the Fixed Charge Coverage Ratio (“FCCR”) Condition, as defined in the advisory agreement, which relates to the ratio of adjusted EBITDA to fixed charges. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also recorded equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2020 2019 Advisory services fee Base advisory fee $ 2,621 $ 2,660 Reimbursable expenses (1) 544 580 Equity-based compensation (2) 1,904 1,470 Incentive fee — 1,314 Total $ 5,069 $ 6,024 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. Lismore Advisory Fee On March 20, 2020, Lismore Capital LLC (“Lismore”), a subsidiary of Ashford Inc., entered into an agreement with the Company to seek modifications, forbearances or refinancings of the Company’s loans (the “Braemar Agreement”). Pursuant to the Braemar Agreement, Lismore shall, during the Agreement Term, negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels and secured revolving credit facility. The “Agreement Term” commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Braemar on not less than thirty days written notice. In connection with the services provided by Lismore, Lismore shall be paid an advisory fee (the “Advisory Fee”) of up to 50 basis points ( 0.50% ) of the aggregate amount of the modifications, forbearances or refinancings of the Company’s mortgage and mezzanine debt and its secured revolving credit facility (the “Financing”), calculated and payable as follows: (i) 12.5 basis points ( 0.125% ) of the aggregate amount of potential Financings upon execution of the Braemar Agreement; (ii) 12.5 basis points ( 0.125% ) payable in six equal installments beginning April 20, 2020 and ending on September 20, 2020; provided, however, in the event the Company does not complete, for any reason, Financings during the term of the Braemar Agreement equal to or greater than $1,091,250,000 , then the Company shall offset, against any fees owed by the Company or its affiliates pursuant to the Advisory Agreement, a portion of the fee paid by the Company to Lismore equal to the product of (x) the amount of Financings completed during the term of the Braemar Agreement minus $1,091,250,000 multiplied by (y) 0.125% ; and (iii) 25 basis points ( 0.25% ) payable upon the acceptance by the applicable lender of any Financing. As of March 31, 2020, the Company accrued an initial deposit of $1.4 million , included in “other assets” that was subsequently paid in April 2020. Ashford Securities On September 25, 2019, Ashford Inc. announced the formation of Ashford Securities LLC (“Ashford Securities”) to raise retail capital in order to grow its existing and future platforms. In conjunction with the formation of Ashford Securities, Braemar has entered into a contribution agreement with Ashford Inc. pursuant to which Braemar has agreed to contribute, with Ashford Trust, up to $15.0 million to fund the operations of Ashford Securities. As of March 31, 2020 , Braemar has funded approximately $834,000 . As of March 31, 2020 and December 31, 2019 , $216,000 and $520,000 , respectively, of the pre-funded amounts were included in “other assets” on our condensed consolidated balance sheets. Costs for all operating expenses of Ashford Securities that are contributed by Ashford Trust and Braemar will be expensed as incurred. These costs will be allocated initially to Ashford Trust and Braemar based on an allocation percentage of 75% to Ashford Trust and 25% Braemar. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings raised or June 10, 2023, there will be a true up (the “True-up Date”) between Ashford Trust and Braemar whereby the actual capital contributions contributed by each company will be based on the actual amount of capital raised by Ashford Trust and Braemar, respectively. After the True-Up Date, the capital contributions will be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended March 31, Line Item 2020 2019 Corporate, general and administrative $ 233 $ — In the fourth quarter of 2019 the company expensed $314,000 of reimbursed operating expenses of Ashford Securities. Enhanced Return Funding Program Concurrent with the Amendment No. 1, on January 15, 2019, the Company also entered into the Enhanced Return Funding Program Agreement (the “ERFP Agreement”) with Ashford Inc. The “key money investments” concept previously contemplated by our advisory agreement was replaced with the ERFP Agreement. The Fifth Amended and Restated Advisory Agreement was also amended to name Ashford Inc. and its subsidiaries as the Company’s sole and exclusive provider of asset management, project management and other services offered by Ashford Inc. or any of its subsidiaries. The independent members of our board of directors and the independent members of the board of directors of Ashford Inc., with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Ashford Inc. and Braemar, respectively. The ERFP Agreement generally provides that Ashford LLC will provide funding to facilitate the acquisition of properties by Braemar OP that are recommended by Ashford LLC, in an aggregate amount of up to $50 million (subject to increase to up to $100 million by mutual agreement). Each funding will equal 10% of the property acquisition price and will be made either at the time of the property acquisition or at any time generally within the two -year period following the date of such acquisition, in exchange for furniture, fixtures & equipment (“FF&E”) for use at the acquired property or any other property owned by Braemar OP. The initial term of the ERFP Agreement is two years (the “Initial Term”), unless earlier terminated pursuant to the terms of the ERFP Agreement. At the end of the Initial Term, the ERFP Agreement shall automatically renew for successive one -year periods (each such period a “Renewal Term”) unless either Ashford Inc. or Braemar provides written notice to the other at least sixty days in advance of the expiration of the Initial Term or Renewal Term, as applicable, that such notifying party intends not to renew the ERFP Agreement. Project Management Agreement In connection with Ashford Inc.’s August 8, 2018 acquisition of Remington Lodging’s project management business, we entered into a project management agreement with Ashford Inc.’s indirect subsidiary, Premier Project Management LLC (“Premier”), pursuant to which Premier provides project management services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the project management agreement, we pay Premier: (a) project management fees of up to 4% of project costs; and (b) for the following services as follows: (i) architectural ( 6.5% of total construction costs); (ii) construction management for projects without a general contractor ( 10% of total construction costs); (iii) interior design ( 6% of the purchase price of the FF&E designed or selected by Premier); and (iv) FF&E purchasing ( 8% of the purchase price of FF&E purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the purchasing fee is reduced to 6% of the FF&E purchase price in excess of $2.0 million for such hotel in such calendar year). On March 20, 2020, we amended the project management agreement to provide that Premier's fees shall be paid by the Company to Premier upon the completion of any work provided by third party vendors to the Company. Hotel Management Agreement On November 6, 2019, Ashford Inc. completed the acquisition of Remington Lodging’s hotel management business. Following the acquisition, hotel management services are provided by Remington Hotels, a subsidiary of Ashford Inc., under the respective hotel management agreement with each customer, including Ashford Trust and Braemar. At March 31, 2020 , Remington Hotels managed three of our thirteen hotel properties. We pay monthly hotel management fees equal to the greater of approximately $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us. We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at March 31, 2020 , escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 5% of gross revenues for capital improvements. Management Fees —Under hotel management agreements for our hotel properties existing at March 31, 2020 , we pay a monthly hotel management fee equal to the greater of approximately $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2.5% to 7.0% of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from December 2023 through December 2065, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term, liquidated damages or, in certain circumstances, we may substitute a new management agreement. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2015 through 2019 remain subject to potential examination by certain federal and state taxing authorities. Litigation —On October 24, 2019, the Company provided notice to Accor of the material breach of its responsibilities under the Accor management agreement for the Sofitel Chicago Magnificent Mile at 20 East Chestnut Street in Chicago, Illinois. On November 7, 2019, Accor filed a complaint against Ashford TRS Chicago II in the Supreme Court of the State of New York, New York County, seeking a declaratory judgment that no breach has occurred. Accor’s complaint was dismissed on or about February 27, 2020. On January 6, 2020, Ashford TRS Chicago II filed a complaint against Accor in the Supreme Court of the State of New York, New York County, alleging breach of the Accor management agreement and seeking declaration of its right to terminate the Accor management agreement. One of the Company's hotel management companies is currently involved in litigation regarding its employment policies and practices at multiple California hotels, including one of the Company's hotels. The Company believes it is reasonably possible that the litigation could result in an unfavorable outcome, in which case the Company could experience a loss. The litigation commenced in 2016 and is currently scheduled to go to trial in the first quarter of 2021. The litigation may be settled before trial, in which case the Company estimates that the Company’s potential loss could range between $300,000 and $500,000 . If the litigation is resolved at trial, the Company does not believe the potential loss is reasonably estimable at this time. As of March 31, 2020, no amounts have been accrued. We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings are based on definitions within the contingency accounting literature. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of March 31, 2020 and December 31, 2019 , all of our hotel properties were in the U.S. and its territories. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to March 31, 2020, certain subsidiaries of the Company applied for and received loans from Key Bank, N.A. under the Paycheck Protection Program (“PPP”) which was established under the CARES Act. All funds borrowed under the PPP were returned on or before May 7, 2020. As of May 26, 2020, the Company has temporarily suspended operations at 11 of its 13 hotels and dramatically reduced staffing and expenses at its hotels that remain operational. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2019 Annual Report on Form 10-K, as originally filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020. Braemar OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Braemar OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Braemar OP General Partner LLC, its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical condensed consolidated financial statements: • historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2020 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 ; and • on January 15, 2019, we acquired the Ritz-Carlton, Lake Tahoe. The operating results of the hotel property have been included in the results of operations as of its acquisition date. |
Use of Estimates | Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes —On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses ( “ ASU 2018-19”) . ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases . In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 updates the effective dates for ASU 2016-13, but there is no change for public companies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2019-11”). ASU 2019-11, clarifies specific issues within the amendments of ASU 2016-13. We adopted the standard effective January 1, 2020 and the adoption of this standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards —In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) (“ASU 2020-01”), which clarifies the interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. The ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments—Equity Method and Joint Ventures , for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact that ASU 2020-01 may have on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (in thousands): Three Months Ended March 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 23,987 $ 7,771 $ 4,418 $ — $ 36,176 Colorado 1 8,151 4,255 2,905 — 15,311 Florida 2 13,989 7,743 4,694 — 26,426 Illinois 1 2,621 852 296 — 3,769 Pennsylvania 1 4,466 1,206 236 — 5,908 Washington 1 3,698 791 358 — 4,847 Washington, D.C. 1 6,535 3,491 506 — 10,532 USVI 1 7,021 2,694 4,836 — 14,551 Total 13 $ 70,468 $ 28,803 $ 18,249 $ — $ 117,520 Three Months Ended March 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 29,914 $ 10,165 $ 3,926 $ — $ 44,005 Colorado 1 9,597 4,836 3,666 — 18,099 Florida 2 14,996 8,096 4,822 — 27,914 Illinois 1 3,323 1,138 296 — 4,757 Pennsylvania 1 4,237 808 229 — 5,274 Washington 1 5,116 1,814 383 — 7,313 Washington, D.C. 1 8,708 4,561 382 — 13,651 USVI 1 840 696 5,959 — 7,495 Corporate entities — — — — 5 5 Total 13 $ 76,731 $ 32,114 $ 19,663 $ 5 $ 128,513 |
Investment in Hotel Propertie_2
Investment in Hotel Properties, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investment in Hotel Properties | Investments in hotel properties, net consisted of the following (in thousands): March 31, 2020 December 31, 2019 Land $ 455,298 $ 455,298 Buildings and improvements 1,185,545 1,173,151 Furniture, fixtures and equipment 132,946 129,595 Construction in progress 20,715 33,130 Total cost 1,794,504 1,791,174 Accumulated depreciation (325,322 ) (309,752 ) Investments in hotel properties, net $ 1,469,182 $ 1,481,422 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes our carrying value and ownership interest in OpenKey: March 31, 2020 December 31, 2019 Carrying value of the investment in OpenKey (in thousands) $ 1,885 $ 1,899 Ownership interest in OpenKey 8.6 % 8.6 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended March 31, Line Item 2020 2019 Equity in earnings (loss) of unconsolidated entity $ (40 ) $ (50 ) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate March 31, 2020 December 31, 2019 Secured revolving credit facility (3) Equity October 2022 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) + 2.25% to 3.50% $ 75,000 $ — Mortgage loan (4) Park Hyatt Beaver Creek April 2020 LIBOR (1) + 2.75% 67,500 67,500 Mortgage loan (5) The Notary Hotel June 2020 LIBOR (1) + 2.16% 435,000 435,000 Courtyard San Francisco Downtown Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (6) Ritz-Carlton, St. Thomas August 2021 LIBOR (1) + 3.95% 42,500 42,500 Mortgage loan Hotel Yountville May 2022 LIBOR (1) + 2.55% 51,000 51,000 Mortgage loan Bardessono Hotel August 2022 LIBOR (1) + 2.55% 40,000 40,000 Mortgage loan Ritz-Carlton, Sarasota April 2023 LIBOR (1) + 2.65% 100,000 100,000 Mortgage loan Ritz-Carlton, Lake Tahoe January 2024 LIBOR (1) + 2.10% 54,000 54,000 Mortgage loan Capital Hilton February 2024 LIBOR (1) + 1.70% 195,000 195,000 Hilton La Jolla Torrey Pines Mortgage loan Pier House Resort September 2024 LIBOR (1) + 1.85% 80,000 80,000 1,140,000 1,065,000 Deferred loan costs, net (5,512 ) (6,514 ) Indebtedness, net $ 1,134,488 $ 1,058,486 __________________ (1) LIBOR rates were 0.993% and 1.763% at March 31, 2020 and December 31, 2019 , respectively. (2) Base Rate, as defined in the secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% , or (iii) LIBOR + 1.0% . (3) On March 10, 2020 and March 13, 2020, we drew $25.0 million and $50.0 million , respectively, on our secured revolving credit facility with a borrowing capacity of $75.0 million and there is no additional capacity remaining. The secured revolving credit facility has two one -year extension options, subject to the satisfaction of certain conditions. (4) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the second was exercised in April 2020. (5) This mortgage loan has five one -year extension options, subject to satisfaction of certain conditions. (6) The interest rate spread on this mortgage loan changed from 4.95% as of December 31, 2019, to 3.95% as of March 31, 2020 , based on an appraisal received in accordance with the August 5, 2019 loan amendment. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the interest rate derivatives we entered into over the applicable periods: Three Months Ended March 31, Interest rate caps: 2020 2019 Notional amount (in thousands) $ 167,500 $ 177,500 Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 3.50 % 7.80 % Effective date range March 2020 January 2019 - March 2019 Termination date range April 2021 March 2020 - February 2021 Total cost of interest rate caps (in thousands) $ 38 $ 55 Interest rate floors: Notional amount (in thousands) $ — $ 2,000,000 Strike rate 1.63 % Effective date January 2019 Termination date March 2020 Total cost of interest rate floors (in thousands) $ — $ 75 _______________ No instruments were designated as cash flow hedges for during the three months ended March 31, 2020 and 2019 . Interest rate derivatives consisted of the following: Interest rate caps: (1) March 31, 2020 December 31, 2019 Notional amount (in thousands) $ 1,037,500 $ 968,000 Strike rate low end of range 3.00 % 3.00 % Strike rate high end of range 4.00 % 7.80 % Termination date range April 2020 - October 2021 January 2020 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 870,000 $ 870,000 Interest rate floors: (1) (2) Notional amount (in thousands) $ 3,000,000 $ 5,000,000 Strike rate low end of range (0.25 )% (0.25 )% Strike rate high end of range (0.25 )% 1.63 % Termination date range July 2020 March 2020 - July 2020 _______________ (1) No instruments were designated as cash flow hedges. (2) Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present 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) Counterparty and Cash Collateral Netting (1) Total March 31, 2020 Assets Derivative assets: Interest rate derivatives - caps $ — $ 19 $ — $ — $ 19 Credit default swaps — 831 — (200 ) 631 $ — $ 850 $ — $ (200 ) $ 650 (2) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1 $ — $ 52 $ 53 Interest rate derivatives - caps — 1 — — 1 Credit default swaps — (550 ) — 1,078 528 $ — $ (548 ) $ — $ 1,130 $ 582 (2) __________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported as “derivative assets” in our condensed consolidated balance sheets. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ (68 ) Interest rate derivatives - caps (19 ) (71 ) Credit default swaps 1,100 (1) (798 ) (1) Total derivative assets $ 1,081 $ (937 ) Non-derivative assets: Investment in Ashford Inc. — 707 Total $ 1,081 $ (230 ) Total combined Interest rate derivatives - floors $ 75 $ (3 ) Interest rate derivatives - caps (19 ) (71 ) Credit default swaps 1,100 (798 ) Unrealized gain (loss) on derivatives 1,156 (872 ) Realized gain (loss) on interest rate floors (75 ) (2) (65 ) (2) Unrealized gain (loss) on investment in Ashford Inc. — 707 Net $ 1,081 $ (230 ) _______________ (1) Excludes costs associated with credit default swaps of $63 for both the three months ended March 31, 2020 and 2019 , respectively, which is included in “other income (expense)” in our condensed consolidated statements of operations. (2) Included in “other income (expense)” in our condensed consolidated statements of operations. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Derivative assets $ 650 $ 650 $ 582 $ 582 Financial assets not measured at fair value: Cash and cash equivalents $ 141,793 $ 141,793 $ 71,995 $ 71,995 Restricted cash 45,418 45,418 58,388 58,388 Accounts receivable, net 13,834 13,834 19,053 19,053 Due from related parties, net 854 854 551 551 Due from third-party hotel managers 16,953 16,953 16,638 16,638 Financial liabilities not measured at fair value: Indebtedness, net $ 1,140,000 $1,035,450 to $1,144,444 $ 1,065,000 $1,003,863 to $1,109,532 Accounts payable and accrued expenses 87,440 87,440 94,919 94,919 Dividends and distributions payable 3,208 3,208 9,143 9,143 Due to Ashford Inc. 3,248 3,248 4,344 4,344 Due to third-party hotel managers 1,663 1,663 1,685 1,685 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (12,930 ) $ (981 ) Less: Dividends on preferred stock (2,555 ) (2,532 ) Less: Dividends on common stock — (5,158 ) Less: Dividends on unvested performance stock units — (75 ) Less: Dividends on unvested restricted shares — (96 ) Undistributed net income (loss) allocated to common stockholders (15,485 ) (8,842 ) Add back: Dividends on common stock — 5,158 Distributed and undistributed net income (loss) - basic and diluted $ (15,485 ) $ (3,684 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 32,474 32,115 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.48 ) $ (0.11 ) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.48 ) $ (0.11 ) |
Summary of Computation of Diluted Income Per Share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Three Months Ended March 31, 2020 2019 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 96 Income (loss) allocated to unvested performance stock units — 75 Income (loss) attributable to redeemable noncontrolling interests in operating partnership (1,885 ) (440 ) Dividends on preferred stock - Series B 1,730 1,707 Total $ (155 ) $ 1,438 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 76 87 Effect of unvested performance stock units — 288 Effect of assumed conversion of operating partnership units 4,112 4,342 Effect of assumed conversion of preferred stock - Series B 6,728 6,569 Effect of advisory services incentive fee shares 361 73 Total 11,277 11,359 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the common units redeemed and the fair value at redemption (in thousands): Three Months Ended March 31, 2020 2019 Common units converted to common stock 339 110 Fair value of common units converted $ 390 (1) $ 1,434 ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million . The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: March 31, 2020 December 31, 2019 Redeemable noncontrolling interests in Braemar OP $ 36,786 $ 41,570 Adjustments to redeemable noncontrolling interests (1) $ 59 $ 65 Ownership percentage of operating partnership 10.85 % 10.96 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to the holders of common units and holders of LTIP units, which are recorded as a reduction of redeemable noncontrolling interests in operating partnership, as illustrated in the table below (in thousands): Three Months Ended March 31, 2020 2019 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 1,885 $ 440 Distributions declared to holders of common units, LTIP units and Performance LTIP units — 778 |
Equity and Stock-Based Compen_2
Equity and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Dividends | The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2020 2019 Series D Cumulative Preferred Stock $ 825 $ 825 The following table summarizes the common stock dividends declared during the period (in thousands): Three Months Ended March 31, 2020 2019 Common stock dividends declared $ — $ 5,329 |
5.50% Series B Cumulative Con_2
5.50% Series B Cumulative Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Issuance Activity | The issuance activity is summarized below (in thousands): Three Months Ended March 31, 2020 Series B Convertible Preferred Stock shares issued 23 Gross proceeds received $ 439 Commissions and other expenses 7 Net proceeds $ 432 |
Schedule of Dividends Declared | The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2020 2019 Series B Convertible Preferred Stock $ 1,730 $ 1,707 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended March 31, Line Item 2020 2019 Corporate, general and administrative $ 233 $ — The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2020 2019 Advisory services fee Base advisory fee $ 2,621 $ 2,660 Reimbursable expenses (1) 544 580 Equity-based compensation (2) 1,904 1,470 Incentive fee — 1,314 Total $ 5,069 $ 6,024 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. |
Organization and Description _2
Organization and Description of Business (Details) | Mar. 31, 2020USD ($)hotelstate | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) |
Real Estate Properties [Line Items] | ||||
Number of hotels | 13 | 13 | ||
Number of states in which entity operates | state | 6 | |||
Number of rooms | 3,722 | |||
Number of units in real estate property, net partnership interest | 3,487 | |||
Indebtedness, gross | $ | $ 1,140,000,000 | $ 1,065,000,000 | ||
Cash and cash equivalents | $ | 141,793,000 | 71,995,000 | $ 73,802,000 | $ 182,578,000 |
Line of Credit | Senior Revolving Credit Facility | ||||
Real Estate Properties [Line Items] | ||||
Indebtedness, gross | $ | 75,000,000 | $ 0 | ||
Loan default amount | $ | $ 200,000,000 | |||
Wholly Owned Properties | ||||
Real Estate Properties [Line Items] | ||||
Number of hotels | 11 | |||
Consolidated Properties | ||||
Real Estate Properties [Line Items] | ||||
Number of hotels | 2 | |||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | ||||
Real Estate Properties [Line Items] | ||||
Number of hotels | 12 | |||
US Virgin Islands Taxable REIT Subsidiary | ||||
Real Estate Properties [Line Items] | ||||
Number of hotels | 1 | |||
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary | ||||
Real Estate Properties [Line Items] | ||||
Number of hotels | 10 | |||
Remington Lodging | ||||
Real Estate Properties [Line Items] | ||||
Number of hotel properties managed by related party | 3 |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)hotel | Mar. 31, 2019USD ($)hotel | |
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 13 | 13 |
Total revenue | $ 117,520 | $ 128,513 |
California | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 5 | 5 |
Total revenue | $ 36,176 | $ 44,005 |
Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Total revenue | $ 15,311 | $ 18,099 |
Florida | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 2 | 2 |
Total revenue | $ 26,426 | $ 27,914 |
Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Total revenue | $ 3,769 | $ 4,757 |
Pennsylvania | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Total revenue | $ 5,908 | $ 5,274 |
Washington | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Total revenue | $ 4,847 | $ 7,313 |
Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Total revenue | $ 10,532 | $ 13,651 |
USVI | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 1 | 1 |
Total revenue | $ 14,551 | $ 7,495 |
Corporate entities | ||
Disaggregation of Revenue [Line Items] | ||
Number of Hotels | hotel | 0 | |
Total revenue | $ 5 | |
Rooms | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 70,468 | 76,731 |
Rooms | California | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 23,987 | 29,914 |
Rooms | Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,151 | 9,597 |
Rooms | Florida | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,989 | 14,996 |
Rooms | Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,621 | 3,323 |
Rooms | Pennsylvania | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,466 | 4,237 |
Rooms | Washington | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,698 | 5,116 |
Rooms | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,535 | 8,708 |
Rooms | USVI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,021 | 840 |
Rooms | Corporate entities | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | |
Food and Beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 28,803 | 32,114 |
Food and Beverage | California | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,771 | 10,165 |
Food and Beverage | Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,255 | 4,836 |
Food and Beverage | Florida | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,743 | 8,096 |
Food and Beverage | Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 852 | 1,138 |
Food and Beverage | Pennsylvania | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,206 | 808 |
Food and Beverage | Washington | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 791 | 1,814 |
Food and Beverage | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,491 | 4,561 |
Food and Beverage | USVI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,694 | 696 |
Food and Beverage | Corporate entities | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | |
Other Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 18,249 | 19,663 |
Other Hotel | California | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,418 | 3,926 |
Other Hotel | Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,905 | 3,666 |
Other Hotel | Florida | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,694 | 4,822 |
Other Hotel | Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 296 | 296 |
Other Hotel | Pennsylvania | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 236 | 229 |
Other Hotel | Washington | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 358 | 383 |
Other Hotel | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 506 | 382 |
Other Hotel | USVI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,836 | 5,959 |
Other Hotel | Corporate entities | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 5 |
Other | California | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Colorado | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Florida | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Illinois | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Pennsylvania | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Washington | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Washington, D.C. | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | USVI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Other | Corporate entities | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5 | |
Other Hotel Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from business interruption losses | $ 3,600 | $ 6,000 |
Investment in Hotel Propertie_3
Investment in Hotel Properties, net (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Land | $ 455,298,000 | $ 455,298,000 | |
Buildings and improvements | 1,185,545,000 | 1,173,151,000 | |
Furniture, fixtures and equipment | 132,946,000 | 129,595,000 | |
Construction in progress | 20,715,000 | 33,130,000 | |
Total cost | 1,794,504,000 | 1,791,174,000 | |
Accumulated depreciation | (325,322,000) | (309,752,000) | |
Investments in hotel properties, net | 1,469,182,000 | $ 1,481,422,000 | |
Proceeds from insurance carriers | 2,000,000 | $ 0 | |
Impairment charges | 0 | 0 | |
Insurance receivable | 3,300,000 | ||
Liability for excess of the sum of its impairment, remediation expenses and business interruption revenue recorded | 2,200,000 | ||
Other Hotel Revenue | |||
Property, Plant and Equipment [Line Items] | |||
Revenue from business interruption losses | $ 3,600,000 | $ 6,000,000 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) - USD ($) $ in Thousands | Mar. 28, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated entity | $ 26 | $ 156 | ||
Equity in earnings (loss) of unconsolidated entities | (40) | $ (50) | ||
OpenKey | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated entity | $ 2,000 | $ 2,400 | ||
Ownership percentage | 8.20% | 8.60% | 8.60% | |
Our investment in Ashford Inc., at fair value | $ 1,885 | $ 1,899 | ||
OpenKey | Equity Method Investee | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our investment in Ashford Inc., at fair value | $ 26 |
Indebtedness, net (Details)
Indebtedness, net (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($)extension | Dec. 31, 2019USD ($) | Mar. 13, 2020USD ($) | Mar. 10, 2020USD ($) | |
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 1,140,000,000 | $ 1,065,000,000 | ||
Deferred loan costs, net | (5,512,000) | (6,514,000) | ||
Indebtedness, net | 1,134,488,000 | $ 1,058,486,000 | ||
LIBOR rate | 1.763% | |||
Line of Credit | Senior Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 75,000,000 | $ 0 | ||
Number of extension options | extension | 2 | |||
Term of extension options | 1 year | |||
Borrowing amount | $ 75,000,000 | $ 50,000,000 | $ 25,000,000 | |
Remaining borrowing capacity | 0 | |||
Loan default amount | $ 200,000,000 | |||
Line of Credit | Senior Revolving Credit Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Line of Credit | Senior Revolving Credit Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Line of Credit | Senior Revolving Credit Facility | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Line of Credit | Senior Revolving Credit Facility | LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.50% | |||
Mortgages | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Mortgages | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Mortgages | Mortgage Loan 1 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 67,500,000 | 67,500,000 | ||
Number of extension options | extension | 3 | |||
Term of extension options | 1 year | |||
Mortgages | Mortgage Loan 1 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Mortgages | Mortgage Loan 2 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 435,000,000 | 435,000,000 | ||
Number of extension options | extension | 5 | |||
Term of extension options | 1 year | |||
Mortgages | Mortgage Loan 2 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.16% | |||
Mortgages | Mortgage Loan 3 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 42,500,000 | $ 42,500,000 | ||
Mortgages | Mortgage Loan 3 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.95% | 4.95% | ||
Mortgages | Mortgage Loan 4 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 51,000,000 | $ 51,000,000 | ||
Mortgages | Mortgage Loan 4 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.55% | |||
Mortgages | Mortgage Loan 5 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 40,000,000 | 40,000,000 | ||
Mortgages | Mortgage Loan 5 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.55% | |||
Mortgages | Mortgage Loan 6 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 100,000,000 | 100,000,000 | ||
Mortgages | Mortgage Loan 6 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.65% | |||
Mortgages | Mortgage Loan 7 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 54,000,000 | 54,000,000 | ||
Mortgages | Mortgage Loan 7 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.10% | |||
Mortgages | Mortgage Loan 8 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 195,000,000 | 195,000,000 | ||
Mortgages | Mortgage Loan 8 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.70% | |||
Mortgages | Mortgage Loan 9 | ||||
Debt Instrument [Line Items] | ||||
Indebtedness, gross | $ 80,000,000 | $ 80,000,000 | ||
Mortgages | Mortgage Loan 9 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.85% |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Interest rate floors | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Notional amount | $ 3,000,000,000 | $ 5,000,000,000 | |
Interest rate floors | Not Designated as Hedging Instrument | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 0.25% | 0.25% | |
Interest rate floors | Not Designated as Hedging Instrument | Maximum | |||
Derivative [Line Items] | |||
Strike rate | (0.25%) | 1.63% | |
Interest rate caps | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Notional amount | $ 1,037,500,000 | $ 968,000,000 | |
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 870,000,000 | $ 870,000,000 | |
Interest rate caps | Not Designated as Hedging Instrument | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 3.00% | 3.00% | |
Interest rate caps | Not Designated as Hedging Instrument | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 4.00% | 7.80% | |
Interest rate caps | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Notional amount | $ 167,500,000 | $ 177,500,000 | |
Total cost of interest rate caps (in thousands) | $ 38,000 | $ 55,000 | |
Interest rate caps | Not Designated as Hedging Instrument | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 3.00% | 3.00% | |
Interest rate caps | Not Designated as Hedging Instrument | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 3.50% | 7.80% | |
Interest rate floors | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Notional amount | $ 0 | $ 2,000,000,000 | |
Strike rate | 1.63% | ||
Total cost of interest rate caps (in thousands) | $ 0 | $ 75,000 | |
Credit Default Swap | |||
Derivative [Line Items] | |||
Notional amount | 50,000,000 | ||
Maximum exposure | 2,200,000 | ||
Change in market value threshold for settlement | $ 250,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Significance of current credit spreads to level 3 input considerations | 10.00% | ||
LIBOR interest rate forward curve | 0.993% | ||
LIBOR interest rate forward curve downtrend | 0.211% | ||
Derivative assets, gross | $ 650 | $ 582 | |
Derivative assets | 650 | 582 | |
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Unrealized gain (loss) on derivatives | 1,156 | $ (872) | |
Credit Default Swap | Derivative Financial Instruments, Assets | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Derivative cost | 63 | 63 | |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Counterparty and Cash Collateral Netting | (200) | 1,130 | |
Derivative assets | 650 | 582 | |
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gain (Loss) Recognized in Income | 1,081 | (230) | |
Fair Value, Recurring | Ashford Inc. | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Our unrealized gain (loss) on investment in Ashford Inc. | 0 | 707 | |
Fair Value, Recurring | Derivative Financial Instruments, Assets | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gain (Loss) Recognized in Income | 1,081 | (937) | |
Fair Value, Recurring | Non-Derivative Assets | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gain (Loss) Recognized in Income | 1,081 | (230) | |
Our unrealized gain (loss) on investment in Ashford Inc. | 0 | 707 | |
Fair Value, Recurring | Derivative | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Unrealized gain (loss) on derivatives | 1,156 | (872) | |
Fair Value, Recurring | Interest rate floors | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Counterparty and Cash Collateral Netting | 52 | ||
Derivative assets | 53 | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Unrealized gain (loss) on derivatives | 75 | (3) | |
Realized gain (loss) on interest rate floors | (75) | (65) | |
Fair Value, Recurring | Interest rate floors | Derivative Financial Instruments, Assets | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gain (Loss) Recognized in Income | 0 | (68) | |
Fair Value, Recurring | Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Counterparty and Cash Collateral Netting | 0 | 0 | |
Derivative assets | 19 | 1 | |
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Unrealized gain (loss) on derivatives | (19) | (71) | |
Fair Value, Recurring | Interest rate caps | Derivative Financial Instruments, Assets | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gain (Loss) Recognized in Income | (19) | (71) | |
Fair Value, Recurring | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Counterparty and Cash Collateral Netting | (200) | 1,078 | |
Derivative assets | 631 | 528 | |
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Unrealized gain (loss) on derivatives | 1,100 | (798) | |
Fair Value, Recurring | Credit Default Swap | Derivative Financial Instruments, Assets | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gain (Loss) Recognized in Income | 1,100 | $ (798) | |
Fair Value, Recurring | Quoted Market Prices (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 0 | 0 | |
Fair Value, Recurring | Quoted Market Prices (Level 1) | Interest rate floors | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 0 | ||
Fair Value, Recurring | Quoted Market Prices (Level 1) | Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 0 | 0 | |
Fair Value, Recurring | Quoted Market Prices (Level 1) | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 0 | 0 | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 850 | (548) | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Interest rate floors | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 1 | ||
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 19 | 1 | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 831 | (550) | |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 0 | 0 | |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Interest rate floors | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 0 | ||
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | 0 | 0 | |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Credit Default Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets, gross | $ 0 | $ 0 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Carrying Amounts and Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets | $ 650 | $ 582 | ||
Derivative assets, Estimated fair value | 650 | 582 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 141,793 | 71,995 | $ 73,802 | $ 182,578 |
Cash and cash equivalents, Estimated fair value | 141,793 | 71,995 | ||
Restricted cash, Carrying value | 45,418 | 58,388 | $ 86,309 | $ 75,910 |
Restricted cash, Estimated fair value | 45,418 | 58,388 | ||
Accounts receivable, Carrying value | 13,834 | 19,053 | ||
Accounts receivable, Estimated fair value | 13,834 | 19,053 | ||
Due from related parties, net, Carrying value | 854 | 551 | ||
Due from related parties, net, Estimated fair value | 854 | 551 | ||
Due from third-party hotel managers, Carrying value | 16,953 | 16,638 | ||
Due from third-party hotel managers, Estimated fair value | 16,953 | 16,638 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 1,140,000 | 1,065,000 | ||
Accounts payable and accrued expenses, Carrying value | 87,440 | 94,919 | ||
Accounts payable and accrued expenses, Estimated fair value | 87,440 | 94,919 | ||
Dividends and distributions payable, Carrying value | 3,208 | 9,143 | ||
Dividends and distributions payable, Estimated fair value | 3,208 | 9,143 | ||
Due to third-party hotel managers, Carrying value | 1,663 | 1,685 | ||
Due to third-party hotel managers, Estimated fair value | 1,663 | 1,685 | ||
Minimum | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 1,035,450 | 1,003,863 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 1,144,444 | 1,109,532 | ||
Ashford Inc. | ||||
Financial liabilities not measured at fair value: | ||||
Due to Ashford Inc., Carrying Value | 3,248 | 4,344 | ||
Due to Ashford Inc., Fair Value Disclosure | $ 3,248 | $ 4,344 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets | 90 days | |
Indebtedness, Carrying value | $ 1,140,000 | $ 1,065,000 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 90.80% | 94.30% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 100.40% | 104.20% |
Income (Loss) Per Share (Reconc
Income (Loss) Per Share (Reconciliation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net income (loss) attributable to common stockholders - basic and diluted: | ||
Net income (loss) attributable to the Company | $ (12,930) | $ (981) |
Less: Dividends on preferred stock | (2,555) | (2,532) |
Undistributed net income (loss) allocated to common stockholders | (15,485) | (8,842) |
Distributed and undistributed net income (loss) - basic and diluted | $ (15,485) | $ (3,684) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding – basic (in shares) | 32,474 | 32,115 |
Weighted average common shares outstanding – diluted (in shares) | 32,474 | 32,115 |
Income (loss) per share - basic: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.48) | $ (0.11) |
Income (loss) per share - diluted: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.48) | $ (0.11) |
Performance Shares | ||
Net income (loss) attributable to common stockholders - basic and diluted: | ||
Dividends | $ 0 | $ (75) |
Restricted Stock | ||
Net income (loss) attributable to common stockholders - basic and diluted: | ||
Dividends | 0 | (96) |
Common Stock | ||
Net income (loss) attributable to common stockholders - basic and diluted: | ||
Dividends | $ 0 | $ (5,158) |
Income (Loss) Per Share (Antidi
Income (Loss) Per Share (Antidilutive) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net income (loss) allocated to common stockholders is not adjusted for: | ||
Total | $ (155) | $ 1,438 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 11,277 | 11,359 |
Restricted Stock | ||
Net income (loss) allocated to common stockholders is not adjusted for: | ||
Income (loss) allocated to unvested shares | $ 0 | $ 96 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 76 | 87 |
Performance Shares | ||
Net income (loss) allocated to common stockholders is not adjusted for: | ||
Income (loss) allocated to unvested shares | $ 0 | $ 75 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 0 | 288 |
Operating Partnership Units | ||
Net income (loss) allocated to common stockholders is not adjusted for: | ||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (1,885) | $ (440) |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 4,112 | 4,342 |
Series B Preferred Stock | ||
Net income (loss) allocated to common stockholders is not adjusted for: | ||
Dividends on preferred stock - Series B | $ 1,730 | $ 1,707 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 6,728 | 6,569 |
Advisory Services Incentive Fee Shares | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 361 | 73 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests in Operating Partnership (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | ||||
Fair value of common units converted | $ (3,454) | $ (1,149) | ||
Adjustments to redeemable noncontrolling interests | 6 | (7,935) | ||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,885 | 440 | ||
Distributions declared to holders of common units, LTIP units and Performance LTIP units | 0 | $ 778 | ||
Braemar Hotels & Resorts, Inc. | ||||
Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interests in Braemar OP | $ 36,786 | 36,786 | $ 41,570 | |
Braemar Hotels & Resorts, Inc. | Braemar OP | ||||
Noncontrolling Interest [Line Items] | ||||
Adjustments to redeemable noncontrolling interests | $ 59 | $ 65 | ||
Ownership percentage of operating partnership | 10.85% | 10.85% | 10.96% | |
Long Term Incentive Plan Units | ||||
Noncontrolling Interest [Line Items] | ||||
Award vesting period | 3 years | 3 years | ||
Number of units (in shares) | 83 | 83 | ||
Fair value of units | $ 364 | |||
Other than options (in shares) | 1,300 | 1,300 | ||
Units which have not reached full economic parity with the common units (in shares) | 183 | 183 | ||
Performance Long Term Incentive Plan Units | ||||
Noncontrolling Interest [Line Items] | ||||
Award vesting period | 3 years | |||
Number of units (in shares) | 160 | 160 | ||
Fair value of units | $ 281 | |||
Other than options (in shares) | 431 | 431 | ||
Units which have not reached full economic parity with the common units (in shares) | 220 | 220 | ||
Performance Long Term Incentive Plan Units | Minimum | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target | 0.00% | |||
Performance Long Term Incentive Plan Units | Maximum | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target | 200.00% | |||
Operating Partnership Units | ||||
Noncontrolling Interest [Line Items] | ||||
Common units converted to common stock (in shares) | 339 | 110 | ||
Fair value of common units converted | $ 390 | $ 1,434 | ||
Historical cost of converted units | $ 3,500 |
Equity and Stock-Based Compen_3
Equity and Stock-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 11, 2017 | Dec. 05, 2017 | |
Class of Stock [Line Items] | ||||||
Common stock dividends declared | $ 5,329,000 | |||||
Dividends declared – preferred stock | $ 825,000 | $ 825,000 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
At-the-market equity distribution program, shares sold (in shares) | 0 | 0 | ||||
Stock Repurchase Program | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Share repurchase program authorized amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||
Shares of stock repurchased during period (in shares) | 0 | 0 | ||||
Performance Shares | ||||||
Class of Stock [Line Items] | ||||||
Award service period | 3 years | |||||
Number of units (in shares) | 225,000 | 225,000 | ||||
Fair value of units | $ 790,000 | |||||
Award vesting period | 3 years | |||||
Restricted Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of units (in shares) | 311,000 | 311,000 | ||||
Fair value of units | $ 1,400,000 | |||||
Award vesting period | 3 years | |||||
Minimum | Performance Shares | ||||||
Class of Stock [Line Items] | ||||||
Award performance target | 0.00% | |||||
Maximum | Performance Shares | ||||||
Class of Stock [Line Items] | ||||||
Award performance target | 200.00% | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock dividends declared | $ 0 | $ 5,329,000 | ||||
Series D Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Annual preferred stock dividend (in dollars per share) | $ 2.0625 | |||||
Dividends declared – preferred stock | $ 825,000 | $ 825,000 |
5.50% Series B Cumulative Con_3
5.50% Series B Cumulative Convertible Preferred Stock (Details) | Dec. 04, 2019USD ($) | Mar. 31, 2020USD ($)day$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019shares |
Class of Stock [Line Items] | ||||
Series B Convertible Preferred Stock | $ 2,555,000 | $ 2,532,000 | ||
Equity Distribution Agreements With Sales Agents | ||||
Class of Stock [Line Items] | ||||
Percentage of the gross sales price | 2.00% | |||
Maximum | Equity Distribution Agreements With Sales Agents | ||||
Class of Stock [Line Items] | ||||
Aggregate offering price (up to) | $ 40,000,000 | |||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock dividend rate | 5.50% | |||
Initial conversion price (in dollars per share) | $ / shares | $ 18.7 | |||
Preferred stock conversion rate | 1.3372 | |||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 1.375 | |||
Consecutive trading days | day | 45 | |||
Days ending prior to notice of conversion | 3 days | |||
Redemption price (in dollars per share) | $ / shares | $ 25 | |||
Redemption percent of liquidation preference | 103.00% | |||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | |||
Series B preferred stock, shares outstanding (in shares) | shares | 5,000,000 | 5,008,421 | ||
Series B Convertible Preferred Stock | $ 1,730,000 | $ 1,707,000 | ||
Series B Preferred Stock | Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Series B Convertible Preferred Stock shares issued (in shares) | shares | 23,000 | |||
Gross proceeds received | $ 439,000 | |||
Commissions and other expenses | 7,000 | |||
Net proceeds | $ 432,000 | |||
Series B Preferred Stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Percent of conversion price | 110.00% |
Related Party Transactions (Det
Related Party Transactions (Details) | Mar. 20, 2020USD ($) | Sep. 25, 2019USD ($) | Jan. 15, 2019USD ($) | Aug. 08, 2018USD ($) | Mar. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($)hotel | Nov. 05, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||
Base fee, net asset fee adjustment | 0.70% | |||||||
Minimum base fee | 90.00% | |||||||
Term of agreement | 3 years | |||||||
Advisory services fee | $ 5,069,000 | $ 6,024,000 | ||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | |||||||
Percentage of project costs | 4.00% | |||||||
Advisory agreement, percent of total construction costs | 6.50% | |||||||
Advisory agreement, construction management fees | 10.00% | |||||||
Advisory agreement, interior design fees | 6.00% | |||||||
Advisory agreement, FF&E purchasing fees | 8.00% | |||||||
Advisory agreement, FF&E purchasing fees, freight and tax threshold | $ 2,000,000 | |||||||
Advisory agreement, FF&E purchasing fees, with freight and tax threshold | 6.00% | |||||||
Advisory agreement, FF&E purchasing fees, with freight and tax threshold in excess | $ 2,000,000 | |||||||
Number of hotels | hotel | 13 | 13 | ||||||
Due from related parties, net | $ 854,000 | $ 551,000 | ||||||
Remington Lodging | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of hotel properties managed by related party | hotel | 3 | |||||||
Ashford LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
ERFP agreement, percent of property acquisition price | 10.00% | |||||||
ERFP agreement, funding term | 2 years | |||||||
ERFP agreement, initial term | 2 years | |||||||
ERFP agreement, renewal term | 1 year | |||||||
ERFP agreement, notice term | 60 days | |||||||
Ashford LLC | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | $ 5,069,000 | $ 6,024,000 | ||||||
Ashford LLC | Base advisory fee | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 2,621,000 | 2,660,000 | ||||||
Ashford LLC | Reimbursable expenses | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 544,000 | 580,000 | ||||||
Ashford LLC | Equity-based compensation | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 1,904,000 | 1,470,000 | ||||||
Ashford LLC | Incentive fee | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 0 | 1,314,000 | ||||||
Ashford Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount funded | 834,000 | |||||||
Expensed reimbursed operating expenses | 233,000 | 314,000 | $ 0 | |||||
Lismore Capital | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services, aggregate fee, percent | 0.50% | |||||||
Advisory services fee, percent | 0.125% | |||||||
Advisory services, fee installment, percentage | 0.125% | |||||||
Advisory services, financing amount | $ 1,091,250,000 | |||||||
Advisory services, multiple percentage | 0.25% | |||||||
Advisory services, initial deposit | 1,400,000 | |||||||
Minimum | Management fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly property management fee | $ 14,000 | |||||||
Property management fee, percent | 3.00% | 3.00% | ||||||
Minimum | Remington Lodging | Management fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly property management fee | $ 14,000 | $ 14,000 | ||||||
Property management fee, percent | 3.00% | |||||||
Maximum | Ashford LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
ERFP agreement, commitment | $ 50,000,000 | |||||||
ERFP agreement, commitment with increase | $ 100,000,000 | |||||||
Maximum | Ashford Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Funding amount | $ 15,000,000 | |||||||
Other Assets | Ashford Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount funded | $ 216,000 | $ 520,000 | ||||||
Ashford Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Allocation percentage | 25.00% | |||||||
Ashford Inc. | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Allocation percentage | 75.00% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2020USD ($)hotelmanagement_company | Nov. 05, 2019 | Mar. 31, 2019hotel | |
Commitments and Contingencies [Line Items] | |||
Number of hotels | hotel | 13 | 13 | |
Pending Litigation | |||
Commitments and Contingencies [Line Items] | |||
Number of hotel management companies | management_company | 1 | ||
Number of hotels | hotel | 1 | ||
Amounts accrued | $ 0 | ||
Minimum | Pending Litigation | |||
Commitments and Contingencies [Line Items] | |||
Potential loss amount | 300,000 | ||
Minimum | Management fees | |||
Commitments and Contingencies [Line Items] | |||
Monthly property management fee | $ 14,000 | ||
Property management fee, percent | 3.00% | 3.00% | |
Maximum | Pending Litigation | |||
Commitments and Contingencies [Line Items] | |||
Potential loss amount | $ 500,000 | ||
Restricted Cash | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Replacement reserve escrow as percentage of property revenue | 4.00% | ||
Restricted Cash | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Replacement reserve escrow as percentage of property revenue | 5.00% | ||
Management fees | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Property management fee, percent | 2.50% | ||
Management fees | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Property management fee, percent | 7.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - hotel | May 26, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Subsequent Event [Line Items] | |||
Number of hotels | 13 | 13 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of hotels with suspended operations | 11 | ||
Number of hotels | 13 |