Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35972 | |
Entity Registrant Name | BRAEMAR HOTELS & RESORTS INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-2488594 | |
Entity Address, Address Line One | 14185 Dallas Parkway | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,503,016 | |
Entity Central Index Key | 0001574085 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | BHR | |
Security Exchange Name | NYSE | |
Preferred Stock, Series B | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series B | |
Trading Symbol | BHR-PB | |
Security Exchange Name | NYSE | |
Preferred Stock, Series D | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock, Series D | |
Trading Symbol | BHR-PD | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Investments in hotel properties, gross | $ 1,847,755 | $ 1,784,849 |
Accumulated depreciation | (395,753) | (360,259) |
Investments in hotel properties, net | 1,452,002 | 1,424,590 |
Cash and cash equivalents | 195,517 | 78,606 |
Restricted cash | 44,753 | 34,544 |
Accounts receivable, net of allowance of $126 and $227, respectively | 17,317 | 13,557 |
Inventories | 2,718 | 2,551 |
Prepaid expenses | 4,297 | 4,405 |
Investment in unconsolidated entity | 1,627 | 1,708 |
Derivative assets | 74 | |
Operating lease right-of-use assets | 80,593 | 81,260 |
Other assets | 14,439 | 14,898 |
Intangible assets, net | 4,356 | 4,640 |
Due from related parties, net | 1,910 | 991 |
Due from third-party hotel managers | 20,390 | 12,271 |
Total assets | 1,839,993 | 1,674,021 |
Liabilities: | ||
Indebtedness, net | 1,172,787 | 1,130,594 |
Accounts payable and accrued expenses | 89,265 | 61,758 |
Dividends and distributions payable | 2,112 | 2,736 |
Due to Ashford Inc. | 820 | 2,772 |
Due to third-party hotel managers | 1,665 | 1,393 |
Operating lease liabilities | 60,876 | 60,917 |
Other liabilities | 20,699 | 18,077 |
Derivative liabilities | 1,338 | 0 |
Total liabilities | 1,349,562 | 1,278,247 |
Commitments and contingencies (note 15) | ||
Redeemable noncontrolling interests in operating partnership | 39,948 | 27,655 |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 16 | 16 |
Common stock, $0.01 par value, 250,000,000 shares authorized, 63,974,117 and 38,274,770 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 639 | 382 |
Additional paid-in capital | 698,481 | 541,870 |
Accumulated deficit | (303,836) | (266,010) |
Total stockholders’ equity of the Company | 395,300 | 276,258 |
Noncontrolling interest in consolidated entities | (16,714) | (15,088) |
Total equity | 378,586 | 261,170 |
Total liabilities and equity | 1,839,993 | 1,674,021 |
Series B Preferred Stock | ||
Liabilities: | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 and 5,031,473 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 65,426 | 106,949 |
Series E Preferred Stock | ||
Liabilities: | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 and 5,031,473 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 6,110 | 0 |
Series M Preferred Stock | ||
Liabilities: | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 and 5,031,473 shares issued and outstanding at September 30, 2021 and December 31, 2020 | $ 361 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 02, 2021 | |
ASSETS | ||||
Allowance for doubtful notes receivable | $ 126 | $ 126 | $ 227 | |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | |
Common stock, shares issued (in shares) | 63,974,117 | 63,974,117 | 38,274,770 | |
Common stock, shares outstanding (in shares) | 63,974,117 | 63,974,117 | 38,274,770 | |
Series B Preferred Stock | ||||
Liabilities [Abstract] | ||||
Preferred stock dividend rate | 5.50% | 5.50% | 5.50% | |
Series preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Series B preferred stock, shares issued (in shares) | 3,078,017 | 3,078,017 | 5,031,473 | |
Series B preferred stock, shares outstanding (in shares) | 3,078,017 | 3,078,017 | 5,031,473 | |
Series E Preferred Stock | ||||
Liabilities [Abstract] | ||||
Series preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Series B preferred stock, shares issued (in shares) | 265,637 | 265,637 | 0 | |
Series B preferred stock, shares outstanding (in shares) | 265,637 | 265,637 | 0 | |
Series M Preferred Stock | ||||
Liabilities [Abstract] | ||||
Preferred stock dividend rate | 0.00082% | |||
Series preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Series B preferred stock, shares issued (in shares) | 14,644 | 14,644 | 0 | |
Series B preferred stock, shares outstanding (in shares) | 14,644 | 14,644 | 0 | |
Series D Preferred Stock | ||||
Liabilities [Abstract] | ||||
Preferred stock dividend rate | 8.25% | 8.25% | ||
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||||
Preferred stock, shares issued (in shares) | 1,600,000 | 1,600,000 | 1,600,000 | |
Preferred stock, shares outstanding (in shares) | 1,600,000 | 1,600,000 | 1,600,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUE | ||||
Total revenue | $ 116,177 | $ 44,754 | $ 297,135 | $ 175,169 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 77,043 | 37,806 | 199,317 | 146,093 |
Property taxes, insurance and other | 12,622 | 6,929 | 27,076 | 21,833 |
Depreciation and amortization | 18,284 | 18,507 | 54,881 | 55,398 |
Advisory services fee | 4,809 | 4,575 | 16,343 | 14,545 |
(Gain) loss on legal settlements | 0 | 0 | (989) | 0 |
Transaction costs | 275 | 0 | 571 | 0 |
Corporate general and administrative | 2,094 | 1,405 | 6,077 | 4,850 |
Total expenses | 115,127 | 69,222 | 303,276 | 242,719 |
Gain (loss) on insurance settlement and disposition of assets | 0 | 10,149 | 696 | 10,149 |
OPERATING INCOME (LOSS) | 1,050 | (14,319) | (5,445) | (57,401) |
Equity in earnings (loss) of unconsolidated entity | (68) | (58) | (198) | (138) |
Interest income | 13 | 12 | 34 | 165 |
Other income (expense) | 0 | (3,604) | 0 | (3,806) |
Interest expense and amortization of discounts and loan costs | (8,364) | (8,859) | (22,346) | (38,167) |
Write-off of loan costs and exit fees | (432) | (1,335) | (1,960) | (3,572) |
Unrealized gain (loss) on derivatives | 142 | 3,561 | 64 | 3,748 |
INCOME (LOSS) BEFORE INCOME TAXES | (7,659) | (24,602) | (29,851) | (99,171) |
Income tax (expense) benefit | (560) | 1,545 | (766) | 4,622 |
NET INCOME (LOSS) | (8,219) | (23,057) | (30,617) | (94,549) |
(Income) loss attributable to noncontrolling interest in consolidated entities | 450 | 1,999 | 2,546 | 4,975 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 823 | 2,381 | 3,184 | 10,036 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (6,946) | (18,677) | (24,887) | (79,538) |
Preferred dividends | (1,977) | (2,554) | (6,258) | (7,664) |
Gain (loss) on extinguishment of preferred stock | (111) | 0 | (4,595) | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (9,034) | $ (21,231) | $ (35,740) | $ (87,202) |
INCOME (LOSS) PER SHARE - BASIC: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.15) | $ (0.63) | $ (0.73) | $ (2.63) |
Weighted average common shares outstanding – basic (in shares) | 59,207 | 33,923 | 48,954 | 33,103 |
INCOME (LOSS) PER SHARE - DILUTED: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.15) | $ (0.63) | $ (0.73) | $ (2.63) |
Weighted average common shares outstanding – diluted (in shares) | 59,207 | 33,923 | 48,954 | 33,103 |
Total hotel revenue | ||||
REVENUE | ||||
Total revenue | $ 116,177 | $ 44,754 | $ 297,135 | $ 175,169 |
Rooms | ||||
REVENUE | ||||
Total revenue | 77,560 | 28,118 | 195,720 | 105,119 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 17,072 | 7,975 | 41,569 | 29,300 |
Food and beverage | ||||
REVENUE | ||||
Total revenue | 24,494 | 8,537 | 60,976 | 39,417 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 20,252 | 7,994 | 50,526 | 35,544 |
Other hotel | ||||
REVENUE | ||||
Total revenue | 14,123 | 8,099 | 40,439 | 30,633 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 36,124 | 20,516 | 98,143 | 75,585 |
Management fees | ||||
Hotel operating expenses: | ||||
Total hotel operating expenses | $ 3,595 | $ 1,321 | $ 9,079 | $ 5,664 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ (8,219) | $ (23,057) | $ (30,617) | $ (94,549) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | (8,219) | (23,057) | (30,617) | (94,549) |
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 450 | 1,999 | 2,546 | 4,975 |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 823 | 2,381 | 3,184 | 10,036 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (6,946) | $ (18,677) | $ (24,887) | $ (79,538) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Series D Preferred Stock | Series B Preferred Stock | Series E Preferred Stock | Series M Preferred Stock | Preferred StockSeries D Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitSeries D Preferred Stock | Accumulated DeficitSeries B Preferred Stock | Accumulated DeficitSeries E Preferred Stock | Accumulated DeficitSeries M Preferred Stock | Noncontrolling Interest in Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Units outstanding at beginning of year | 5,008,000 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 1,600,000 | 32,885,000 | |||||||||||||
Beginning balance at Dec. 31, 2019 | $ 363,254,000 | $ 16,000 | $ 329,000 | $ 519,551,000 | $ (150,629,000) | $ (6,013,000) | $ 41,570,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Purchase of common stock (in shares) | (36,000) | ||||||||||||||
Purchase of common stock | (126,000) | (126,000) | |||||||||||||
Equity-based compensation | 4,388,000 | 4,388,000 | 1,651,000 | ||||||||||||
Issuance of common stock (in shares) | 3,046,000 | ||||||||||||||
Issuance of common stock | 6,410,000 | $ 30,000 | 6,380,000 | ||||||||||||
Issuance of restricted shares/units (in shares) | 375,000 | ||||||||||||||
Issuance of restricted shares/units | 0 | $ 3,000 | (3,000) | ||||||||||||
Forfeiture of restricted common shares (in shares) | (9,000) | ||||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||||
Dividends declared – preferred stock | $ (2,475,000) | $ (5,189,000) | $ (2,475,000) | $ (5,189,000) | |||||||||||
Distributions to noncontrolling interests | (2,639,000) | (2,639,000) | |||||||||||||
Redemption/conversion of operating partnership units (in shares) | 339,000 | ||||||||||||||
Redemption/conversion of operating partnership units | 3,454,000 | $ 3,000 | 3,451,000 | (3,454,000) | |||||||||||
Net income (loss) | (84,513,000) | (79,538,000) | (4,975,000) | (10,036,000) | |||||||||||
Redemption value adjustment | 18,000 | 18,000 | (18,000) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 1,600,000 | 36,600,000 | |||||||||||||
Ending balance at Sep. 30, 2020 | 282,582,000 | $ 16,000 | $ 365,000 | 533,641,000 | (237,813,000) | (13,627,000) | 29,713,000 | ||||||||
Beginning balance, temporary equity at Dec. 31, 2019 | $ 106,920,000 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Issuance of preferred stock (in shares) | 23,000 | ||||||||||||||
Issuance of preferred stock | $ 432,000 | ||||||||||||||
Units outstanding at end of year (in shares) at Sep. 30, 2020 | 5,031,000 | ||||||||||||||
Ending balance, temporary equity at Sep. 30, 2020 | $ 107,352,000 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Units outstanding at beginning of year | 5,031,000 | ||||||||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 1,600,000 | 33,528,000 | |||||||||||||
Beginning balance at Jun. 30, 2020 | 297,995,000 | $ 16,000 | $ 335,000 | 525,846,000 | (216,574,000) | (11,628,000) | 31,589,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Purchase of common stock (in shares) | (1,000) | ||||||||||||||
Purchase of common stock | (2,000) | (2,000) | |||||||||||||
Equity-based compensation | 1,465,000 | 1,465,000 | 541,000 | ||||||||||||
Issuance of common stock (in shares) | 3,046,000 | ||||||||||||||
Issuance of common stock | 6,410,000 | $ 30,000 | 6,380,000 | ||||||||||||
Issuance of restricted shares/units (in shares) | 29,000 | ||||||||||||||
Issuance of restricted shares/units | (48,000) | (48,000) | (44,000) | ||||||||||||
Forfeiture of restricted common shares (in shares) | (2,000) | ||||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||||
Dividends declared – preferred stock | (825,000) | $ (1,729,000) | (825,000) | (1,729,000) | |||||||||||
Net income (loss) | (20,676,000) | (18,677,000) | (1,999,000) | (2,381,000) | |||||||||||
Redemption value adjustment | (8,000) | (8,000) | 8,000 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 1,600,000 | 36,600,000 | |||||||||||||
Ending balance at Sep. 30, 2020 | 282,582,000 | $ 16,000 | $ 365,000 | 533,641,000 | (237,813,000) | (13,627,000) | 29,713,000 | ||||||||
Beginning balance, temporary equity at Jun. 30, 2020 | $ 107,352,000 | ||||||||||||||
Units outstanding at end of year (in shares) at Sep. 30, 2020 | 5,031,000 | ||||||||||||||
Ending balance, temporary equity at Sep. 30, 2020 | $ 107,352,000 | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Units outstanding at beginning of year | 5,031,000 | ||||||||||||||
Units outstanding at beginning of year | 5,031,473 | 0 | 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,600,000 | 38,275,000 | |||||||||||||
Beginning balance at Dec. 31, 2020 | 261,170,000 | $ 16,000 | $ 382,000 | 541,870,000 | (266,010,000) | (15,088,000) | 27,655,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Purchase of common stock (in shares) | (50,000) | ||||||||||||||
Purchase of common stock | (348,000) | (348,000) | |||||||||||||
Equity-based compensation | 5,015,000 | 5,015,000 | 2,250,000 | ||||||||||||
Issuance of common stock (in shares) | 17,714,000 | ||||||||||||||
Issuance of common stock | 99,809,000 | $ 178,000 | 99,631,000 | ||||||||||||
Issuance of common units for hotel acquisition | 0 | 13,175,000 | |||||||||||||
Issuance of restricted shares/units (in shares) | 764,000 | ||||||||||||||
Issuance of restricted shares/units | 0 | $ 8,000 | (8,000) | 0 | |||||||||||
Forfeiture of restricted common shares (in shares) | (22,000) | ||||||||||||||
Forfeiture of restricted common shares | 0 | ||||||||||||||
Dividends declared – preferred stock | (2,475,000) | $ (3,689,000) | $ (90,000) | $ (4,000) | (2,475,000) | (3,689,000) | $ (90,000) | $ (4,000) | |||||||
Contributions from noncontrolling interests | 920,000 | 920,000 | |||||||||||||
Redemption/conversion of operating partnership units (in shares) | 2,000 | ||||||||||||||
Redemption/conversion of operating partnership units | 17,000 | 17,000 | (17,000) | ||||||||||||
Net income (loss) | (27,433,000) | (24,887,000) | (2,546,000) | (3,184,000) | |||||||||||
Extinguishment of preferred stock (in shares) | 7,291,000 | ||||||||||||||
Extinguishment of preferred stock | 41,523,000 | $ 71,000 | 46,047,000 | (4,595,000) | |||||||||||
Equity component of Convertible Senior Notes | 6,257,000 | 6,257,000 | |||||||||||||
Redemption value adjustment - preferred stock | (2,017,000) | (2,017,000) | |||||||||||||
Redemption value adjustment | (69,000) | (69,000) | 69,000 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 1,600,000 | 63,974,000 | |||||||||||||
Ending balance at Sep. 30, 2021 | 378,586,000 | $ 16,000 | $ 639,000 | 698,481,000 | (303,836,000) | (16,714,000) | 39,948,000 | ||||||||
Beginning balance, temporary equity at Dec. 31, 2020 | $ 106,949,000 | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Issuance of preferred stock (in shares) | 266,000 | 15,000 | |||||||||||||
Issuance of preferred stock | $ 4,204,000 | $ 250,000 | |||||||||||||
Extinguishment of preferred stock (in shares) | (1,953,000) | ||||||||||||||
Extinguishment of preferred stock | $ (41,523,000) | ||||||||||||||
Redemption value adjustment - preferred stock | $ 1,906,000 | $ 111,000 | |||||||||||||
Units outstanding at end of year (in shares) at Sep. 30, 2021 | 3,078,017 | 265,637 | 14,644 | ||||||||||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 65,426,000 | $ 6,110,000 | $ 361,000 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Units outstanding at beginning of year | 3,108,000 | 0 | 0 | ||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 1,600,000 | 57,311,000 | |||||||||||||
Beginning balance at Jun. 30, 2021 | 350,260,000 | $ 16,000 | $ 573,000 | 661,576,000 | (295,641,000) | (16,264,000) | 29,398,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Equity-based compensation | 1,990,000 | 1,990,000 | 1,054,000 | ||||||||||||
Issuance of common stock (in shares) | 6,550,000 | ||||||||||||||
Issuance of common stock | 34,232,000 | $ 66,000 | 34,166,000 | ||||||||||||
Issuance of common units for hotel acquisition | 0 | 13,175,000 | |||||||||||||
Dividends declared – preferred stock | $ (825,000) | $ (1,058,000) | $ (90,000) | $ (4,000) | $ (825,000) | $ (1,058,000) | $ (90,000) | $ (4,000) | |||||||
Net income (loss) | (7,396,000) | (6,946,000) | (450,000) | (823,000) | |||||||||||
Extinguishment of preferred stock (in shares) | 120,000 | ||||||||||||||
Extinguishment of preferred stock | 638,000 | 749,000 | (111,000) | ||||||||||||
Redemption value adjustment - preferred stock | (2,017,000) | (2,017,000) | |||||||||||||
Redemption value adjustment | 2,856,000 | 2,856,000 | (2,856,000) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 1,600,000 | 63,974,000 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 378,586,000 | $ 16,000 | $ 639,000 | $ 698,481,000 | $ (303,836,000) | $ (16,714,000) | $ 39,948,000 | ||||||||
Beginning balance, temporary equity at Jun. 30, 2021 | $ 66,064,000 | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Issuance of preferred stock (in shares) | 266,000 | 15,000 | |||||||||||||
Issuance of preferred stock | $ 4,204,000 | $ 250,000 | |||||||||||||
Extinguishment of preferred stock (in shares) | (30,000) | ||||||||||||||
Extinguishment of preferred stock | $ (638,000) | ||||||||||||||
Redemption value adjustment - preferred stock | $ 1,906,000 | ||||||||||||||
Units outstanding at end of year (in shares) at Sep. 30, 2021 | 3,078,017 | 265,637 | 14,644 | ||||||||||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 65,426,000 | $ 6,110,000 | $ 361,000 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Units outstanding at beginning of year | 3,078,017 | 265,637 | 14,644 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Series D Preferred Stock | ||||
Dividends declared per preferred share (in dollars per share) | $ 0.52 | $ 0.52 | $ 1.55 | $ 1.55 |
Preferred stock dividend rate | 8.25% | 8.25% | 8.25% | 8.25% |
Series B Preferred Stock | ||||
Dividends declared per preferred share (in dollars per share) | $ 0.34 | $ 0.34 | $ 1.03 | $ 1.03 |
Preferred stock dividend rate | 5.50% | 5.50% | 5.50% | 5.50% |
Series E Preferred Stock | ||||
Dividends declared per preferred share (in dollars per share) | $ 0.50 | $ 0.50 | ||
Series M Preferred Stock | ||||
Dividends declared per preferred share (in dollars per share) | $ 0.51 | $ 0.51 | ||
Preferred stock dividend rate | 0.00082% |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (30,617) | $ (94,549) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 54,881 | 55,398 |
Equity-based compensation | 7,265 | 6,039 |
Bad debt expense | 208 | 574 |
Amortization of loan costs, discounts and capitalized default interest | (550) | 1,458 |
Write-off of loan costs and exit fees | 1,960 | 3,572 |
Amortization of intangibles | 394 | 621 |
Amortization of non-refundable membership initiation fees | (715) | (285) |
Interest expense accretion on refundable membership club deposits | 582 | 616 |
(Gain) loss on insurance settlement and disposition of assets | (696) | (10,149) |
Realized and unrealized (gain) loss on derivatives | (64) | (133) |
Net settlement of trading derivatives | 0 | 30 |
Equity in (earnings) loss of unconsolidated entity | 198 | 138 |
Deferred income tax expense (benefit) | (174) | (844) |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisition: | ||
Accounts receivable and inventories | (4,079) | 7,271 |
Prepaid expenses and other assets | 311 | (67) |
Accounts payable and accrued expenses | 31,131 | (7,912) |
Operating lease right-of-use assets | 416 | 387 |
Due to/from related parties, net | (919) | (442) |
Due to/from third-party hotel managers | (7,365) | 2,077 |
Operating lease liabilities | (184) | (162) |
Other liabilities | 2,755 | 1,535 |
Net cash provided by (used in) operating activities | 55,147 | (35,629) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from property insurance | 0 | 2,528 |
Net proceeds from disposition of assets | 1,816 | 0 |
Acquisition of hotel property, net of cash and restricted cash acquired | (9,515) | 0 |
Investment in unconsolidated entity | (117) | (26) |
Improvements and additions to hotel properties | (15,849) | (21,451) |
Net cash provided by (used in) investing activities | (23,665) | (18,949) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on indebtedness | 83,231 | 109,317 |
Repayments of indebtedness | (83,770) | (46,033) |
Payments of loan costs and exit fees | (1,895) | (6,478) |
Payments for derivatives | (200) | (92) |
Purchase of common stock | (376) | (260) |
Payments for dividends and distributions | (6,882) | (13,599) |
Proceeds from issuance of preferred stock | 4,586 | 474 |
Proceeds from issuance of common stock | 100,024 | 6,390 |
Contributions from noncontrolling interest in consolidated entities | 920 | 0 |
Distributions to noncontrolling interest in consolidated entities | 0 | (2,639) |
Net cash provided by (used in) financing activities | 95,638 | 47,080 |
Net change in cash, cash equivalents and restricted cash | 127,120 | (7,498) |
Cash, cash equivalents and restricted cash at beginning of period | 113,150 | 130,383 |
Cash, cash equivalents and restricted cash at end of period | 240,270 | 122,885 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest paid | 22,268 | 20,969 |
Income taxes paid (refunded) | (20) | 898 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Dividends and distributions declared but not paid | 2,112 | 3,208 |
Common stock purchases accrued but not paid | 0 | 2 |
Issuance of units for hotel acquisition | 13,175 | 0 |
Issuance of warrants in hotel acquisition | 1,528 | 0 |
Assumption of debt in hotel acquisition | 49,815 | 0 |
Capital expenditures accrued but not paid | 2,094 | 7,380 |
Accrued but unpaid financing costs | 0 | 2,229 |
Non-cash loan principal associated with default interest and late charges | 0 | 9,859 |
Accrued common stock offering expense | 147 | 223 |
Unsettled common stock offering proceeds | 0 | 243 |
Accrued preferred stock offering expenses | 132 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 195,517 | 88,227 |
Restricted cash | 44,753 | 34,658 |
Cash, cash equivalents and restricted cash | 240,270 | 122,885 |
Ashford Inc. | ||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisition: | ||
Due to affiliate | $ 409 | $ (802) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
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 “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., manages four of our 14 hotel properties. Third-party management companies manage the remaining hotel properties. Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to design and construction services, debt placement and related services, broker-dealer and distribution 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 September 30, 2021, own 14 hotel properties in six states, the District of Columbia and the U.S. Virgin Islands (“USVI”). The portfolio includes 12 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 3,865 total rooms, or 3,630 net rooms, excluding those attributable to our partner. As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels. As of September 30, 2021, 13 of our 14 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 September 30, 2021, 11 of the 14 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 Hotel Services, Inc. (“Marriott”), Hilton Management LLC (“Hilton”), Accor Management US Inc. (“Accor”), Hyatt Corporation (“Hyatt”), Ritz-Carlton (Virgin Islands), Inc. and The Ritz-Carlton Hotel Company, L.L.C., each of which is an affiliate of Marriott (“Ritz-Carlton”) and Remington Hotels, which are eligible independent contractors under the Code. Liquidity In December 2019, COVID-19 was identified in Wuhan, China, subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses throughout the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Beginning in late February 2020, we experienced a significant decline in occupancy and RevPAR associated with COVID-19 as we experienced significant reservation cancellations as well as a significant reduction in new reservations. The prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses. As of September 30, 2021, the Company maintained unrestricted cash of $195.5 million and restricted cash of $44.8 million. The vast majority of the restricted cash comprises lender and manager held reserves. As of September 30, 2021, there was also $20.4 million due to the Company from third-party hotel managers, which is primarily the Company’s cash held by one of its property managers which is also available to fund hotel operating costs. On December 10, 2020, the Company announced that it plans to continue its suspension of the common stock dividend into 2021 to protect liquidity and will evaluate future dividend declarations on a quarterly basis going forward. We cannot predict when hotel operating levels will return to normalized levels after the effects of the pandemic fully subside, whether our hotels will be forced to shut down operations or whether one or more possible recurrences of COVID-19 case surges could result in further reductions in business and personal travel or potentially cause state and local governments to reinstate travel restrictions. Facts and circumstances could change in the future that are outside of management’s control, such as additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 2020 Annual Report on Form 10-K, as originally filed with the Securities and Exchange Commission (“SEC”) on March 5, 2021. 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 and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. • on August 5, 2021, we acquired the Mr. C Beverly Hills Hotel and five adjacent luxury residences. The operating results of the hotel property have been included in the results of operations from 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. Recently Adopted Accounting Standards —In January 2020, the Financial Accounting Standards Board’s (“FASB”) issued Accounting Standards Update (“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 adopted the standard effective January 1, 2021 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”) to provide guidance and relief for transitioning to alternative reference rates. ASU 2021-01 is effective immediately for all entities. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU: (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We are currently evaluating the impact that ASU 2020-06 may have on our consolidated financial statements and related disclosures. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe following tables present our revenue disaggregated by geographical areas (dollars in thousands): Three Months Ended September 30, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 28,838 $ 8,024 $ 3,626 $ 40,488 Colorado 1 4,123 4,152 2,168 10,443 Florida 2 13,738 5,384 4,581 23,703 Illinois 1 5,233 1,196 389 6,818 Pennsylvania 1 3,911 580 243 4,734 Washington 1 6,906 792 550 8,248 Washington, D.C. 1 2,476 512 337 3,325 USVI 1 12,335 3,854 2,229 18,418 Total 14 $ 77,560 $ 24,494 $ 14,123 $ 116,177 Three Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 5 $ 11,504 $ 2,895 $ 1,536 $ 15,935 Colorado 1 1,688 692 1,659 4,039 Florida 2 7,103 3,175 3,262 13,540 Illinois 1 1,706 240 127 2,073 Pennsylvania 1 1,088 9 58 1,155 Washington 1 1,056 3 118 1,177 Washington, D.C. 1 331 4 292 627 USVI 1 3,642 1,519 1,047 6,208 Total 13 $ 28,118 $ 8,537 $ 8,099 $ 44,754 Nine Months Ended September 30, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 60,935 $ 17,942 $ 8,607 $ 87,484 Colorado 1 12,058 8,344 6,058 26,460 Florida 2 47,964 18,732 15,311 82,007 Illinois 1 9,607 2,020 792 12,419 Pennsylvania 1 7,568 706 490 8,764 Washington 1 10,980 1,041 1,046 13,067 Washington, D.C. 1 5,711 767 832 7,310 USVI 1 40,897 11,424 7,303 59,624 Total 14 $ 195,720 $ 60,976 $ 40,439 $ 297,135 Nine Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 5 $ 37,401 $ 10,936 $ 6,474 $ 54,811 Colorado 1 9,955 4,974 4,898 19,827 Florida 2 24,401 12,535 10,292 47,228 Illinois 1 4,638 1,129 490 6,257 Pennsylvania 1 6,088 1,215 377 7,680 Washington 1 4,821 794 540 6,155 Washington, D.C. 1 6,857 3,482 1,174 11,513 USVI 1 10,958 4,352 6,388 21,698 Total 13 $ 105,119 $ 39,417 $ 30,633 $ 175,169 |
Investments in Hotel Properties
Investments in Hotel Properties, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land $ 480,530 $ 455,298 Buildings and improvements 1,222,422 1,190,437 Furniture, fixtures and equipment 122,921 127,692 Construction in progress 9,136 11,422 Residences 12,746 — Total cost 1,847,755 1,784,849 Accumulated depreciation (395,753) (360,259) Investments in hotel properties, net $ 1,452,002 $ 1,424,590 Impairment Charges and Insurance Recoveries For the three and nine months ended September 30, 2021, we recognized a gain of $0 and $481,000, respectively. associated with proceeds received from an insurance claim. For the three and nine months ended September 30, 2020, the Company received proceeds of $650,000 and $8.0 million, respectively, from our insurance carriers for property damage and business interruption from Hurricane Irma. There were no proceeds for the three and nine months ended September 30, 2021 as the claim was fully settled in September 2020. During the three and nine months ended September 30, 2021 and 2020, no impairment charges were recorded. In September 2020, the Company reached a final settlement with its insurance carriers related to Hurricane Irma. Upon settlement, the Company recorded a gain of $10.1 million as the proceeds received exceeded the carrying value of the hotel property at the time of the loss. Mr. C Beverly Hills Hotel On August 5, 2021, the Company acquired a 100% interest in the 138-room Mr. C Beverly Hills Hotel and five luxury residences adjacent to the hotel. The total consideration consisted of $10.0 million of cash, 2.5 million Braemar OP common units with a fair value of approximately $13.2 million and 500,000 warrants for the purchase of Braemar common stock with a $6.00 strike price and a fair value of approximately $1.5 million. Additionally the Company assumed a $50.0 million mortgage loan, with a fair value of approximately $49.8 million . Upon closing, the Company repaid $20.0 million of the assumed mortgage loan. See notes 6, 7 and 11 for further discussion regarding the mortgage loan, common units and warrants. The acquisition of the Mr. C Beverly Hills Hotel included the hotel and the adjacent luxury residences (the “residences”). We have accounted for the transaction as a business combination under Accounting Standards Codification (“ASC”) 805- Business Combinations. We are in the process of evaluating the values assigned to investment in hotel property, property level working capital balances and the residences. This valuation is considered a Level 3 valuation technique. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation. Any change to the amounts recorded within the investments in hotel properties will also impact depreciation and amortization expense. The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): Land $ 25,232 Buildings and improvements 35,689 Furniture, fixtures and equipment 758 Residences 12,746 Investments in hotel properties 74,425 Inventories 94 Mortgage loan (49,815) $ 24,704 Net other assets (liabilities) $ (486) The results of operations of the hotel property have been included in our results of operations as of the acquisition date. The table below summarizes the total revenue and net income (loss) in our condensed consolidated statements of operations for the three and nine months ended September 30, 2021: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Total revenue $ 2,272 $ 2,272 Net income (loss) (1,203) (1,203) Pro Forma Financial Results The following table reflects the unaudited pro forma results of operations as if the acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2020, and the removal of $275,000 and $571,000 of non-recurring transaction costs directly attributable to the acquisition for the three and nine months ended September 30, 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total revenue $ 117,808 $ 46,409 $ 303,406 $ 181,121 Net income (loss) $ (7,114) $ (23,939) $ (30,418) $ (97,449) Net income (loss) attributable to common stockholders $ (7,898) $ (20,675) $ (34,082) $ (84,203) Pro Forma income per share; Basic $ (0.13) $ (0.61) $ (0.70) $ (2.54) Diluted $ (0.13) $ (0.61) $ (0.70) $ (2.54) Weighted average common shares outstanding (in thousands): Basic 59,207 33,923 48,954 33,103 Diluted 59,207 33,923 48,954 33,103 |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 9 Months Ended |
Sep. 30, 2021 | |
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 investment in OpenKey, which is controlled and consolidated by Ashford Inc., for an initial 8.2% ownership interest. On July 12, 2021, the Company made an additional investment in OpenKey of approximately $117,000. All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. As of September 30, 2021, the Company has made investments in OpenKey totaling $2.5 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 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 and nine months ended September 30, 2021 and 2020. The following table summarizes our carrying value and ownership interest in OpenKey: September 30, 2021 December 31, 2020 Carrying value of the investment in OpenKey (in thousands) $ 1,627 $ 1,708 Ownership interest in OpenKey 7.8 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2021 2020 2021 2020 Equity in earnings (loss) of unconsolidated entity $ (68) $ (58) $ (198) $ (138) |
Indebtedness, net
Indebtedness, net | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness, net consisted of the following (dollars in thousands): Indebtedness Collateral Current Maturity Final Maturity (12) Interest Rate September 30, 2021 December 31, 2020 Mortgage loan (3) Park Hyatt Beaver Creek Resort & Spa April 2022 April 2022 LIBOR (1) +3.00% $ 67,500 $ 67,500 Mortgage loan (4) The Notary Hotel June 2022 June 2025 LIBOR (1) + 2.16% 435,000 435,000 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (5) The Ritz-Carlton St. Thomas August 2022 August 2024 LIBOR (1) + 3.95% 42,500 42,500 Term loan (6) Equity October 2022 October 2022 Base Rate (2) + 1.25% to 2.65% or LIBOR (1) + 2.25% to 3.65% — 61,495 Mortgage loan (7) The Ritz-Carlton Sarasota April 2023 April 2023 LIBOR (1) + 2.65% 99,750 100,000 Mortgage loan (7) (8) Hotel Yountville May 2023 May 2023 LIBOR (1) + 2.55% 51,000 51,000 Mortgage loan (7) (8) Bardessono Hotel and Spa August 2023 August 2023 LIBOR (1) + 2.55% 40,000 40,000 Mortgage loan (7) The Ritz-Carlton Lake Tahoe January 2024 January 2024 LIBOR (1) + 2.10% 54,000 54,000 Mortgage loan (9) Capital Hilton February 2024 February 2024 LIBOR (1) + 1.70% 195,203 197,229 Hilton La Jolla Torrey Pines Mortgage loan (10) Mr. C Beverly Hills Hotel August 2024 August 2024 LIBOR (1) + 3.60% 30,000 — Mortgage loan (7) Pier House Resort & Spa September 2024 September 2024 LIBOR (1) + 1.85% 80,000 80,000 Convertible Senior Notes (11) Equity June 2026 June 2026 4.50% 86,250 — 1,181,203 1,128,724 Capitalized default interest and late charges 4,425 7,304 Deferred loan costs, net (3,997) (5,434) Discounts, net (8,844) — Indebtedness, net $ 1,172,787 $ 1,130,594 __________________ (1) LIBOR rates were 0.080% and 0.144% at September 30, 2021 and December 31, 2020, respectively. (2) Base Rate, as defined in the secured term loan 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) Effective January 9, 2021, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits being waived from January 2021 through June 2021. This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the third was exercised in April 2021. (4) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in June 2021. (5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised in August 2021. This mortgage loan has a LIBOR floor of 1.00%. (6) Effective February 22, 2021, we amended this term loan. In conjunction with the amendment, the interest rate spread increased from a rate of Base Rate + 1.25% - 2.50% or LIBOR + 2.25% - 3.50% to a Base Rate + 1.25% - 2.65% or LIBOR + 2.25% - 3.65%, with a LIBOR floor of 0.50%. On May 18, 2021, we repaid this term loan in full. (7) Effective December 31, 2020, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits being waived from January 2021 through December 2021. This mortgage loan has a LIBOR floor of 0.25%. (8) On September 23, 2021, we amended this mortgage loan. Terms of the agreement included extending the current and final maturity dates by one year. (9) Effective March 5, 2021, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits waived through July 1, 2021. (10) This mortgage loan has a LIBOR floor of 1.50%. (11) On May 18, 2021, we executed a purchase agreement to sell convertible senior notes in a private offering. In conjunction with the private offering, we sold convertible senior notes with an aggregate principal amount of $86.25 million. (12) The final maturity date assumes all available extensions options will be exercised. During the second and third quarters of 2020, we reached forbearance and other agreements with our lenders relating to loans secured by the Pier House Resort & Spa, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Hotel Yountville, Bardessono Hotel and Spa, Sofitel Chicago Magnificent Mile, The Notary Hotel, The Clancy, Marriott Seattle Waterfront, Capital Hilton and Hilton La Jolla Torrey Pines. As of September 30, 2021, no loans are in default. See note 14 for discussion of the loan modification agreement with Lismore Capital LLC (“Lismore”). The Company determined that all of the forbearance and other agreements evaluated were considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. No gain or loss was recognized during 2020, as the carrying amount of the original loans was not greater than the undiscounted cash flows of the modified loans. Additionally, as a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loans using the effective interest method. The amount of non-cash principal amortization associated with the default interest and late charges during the three and nine months ended September 30, 2021 was approximately $519,000 and $2.9 million, respectively. The amount of principal amortization during the three and nine months ended September 30, 2020 was $937,000 and $1.2 million, respectively. On August 5, 2021, in connection with the acquisition of the Mr. C Beverly Hills Hotel and the adjacent residences in Los Angeles, California, the Company assumed a $50 million mortgage loan and repaid $20 million upon closing. This mortgage loan provides for an interest rate of LIBOR + 3.60%. The mortgage loan is interest only with the stated maturity in August 2024. Convertible Senior Notes In May 2021, the Company issued $86.25 million aggregate principal amount of 4.50% Convertible Senior Notes due June 2026 (the “Convertible Senior Notes”). The net proceeds from this offering of the Convertible Senior Notes were approximately $82.8 million after deducting the underwriting fees and other expenses paid by the Company. A portion of the proceeds were used to fully repay the secured term loan. The Convertible Senior Notes are governed by an indenture (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee. The Convertible Senior Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The Convertible Senior Notes will mature on June 1, 2026. The Company recorded coupon interest expense of $970,000 and $1.4 million, respectively, for the three and nine months ended September 30, 2021. The Company separated the Convertible Senior Notes into liability and equity components. The initial carrying amount of the liability component was calculated using a discount rate of 7.1%. The discount rate was based on the terms of debt instruments that were similar to the Convertible Senior Notes. The $6.3 million carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the net proceeds of the Convertible Senior Notes. The amount recorded in equity is not subject to remeasurement or amortization. The initial discount of $9.3 million is accreted to interest expense using the effective interest rate method over the contractual term of the Convertible Senior Notes. The Company recorded discount amortization of $391,000 and $576,000, respectively, for the three and nine months ended September 30, 2021. The Convertible Senior Notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company, based on an initial conversion rate of 157.7909 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $6.34 per share of common stock), subject to adjustment of the conversion rate under certain circumstances. In addition, following the occurrence of certain corporate events, if the Company provides notice of redemption or if it exercises its option to convert the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate for a holder that converts its Convertible Senior Notes in connection with such corporate event, such notice of redemption, or such issuer conversion option, as the case may be. The Company may redeem the Convertible Senior Notes at the Company’s option, in whole or in part, on any business day on or after the date of issuance if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed subject to certain adjustments, plus accrued and unpaid interest to, but excluding, the redemption date. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2021 | |
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: Nine Months Ended September 30, Interest rate caps: (1) 2021 2020 Notional amount (in thousands) $ 882,500 $ 602,500 Strike rate low end of range 0.75 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2021- September 2021 March 2020 - June 2020 Termination date range February 2022- August 2024 April 2021 - June 2021 Total cost of interest rate caps (in thousands) $ 200 $ 92 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) September 30, 2021 December 31, 2020 Notional amount (in thousands) $ 962,500 $ 779,000 Strike rate low end of range 0.75 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Termination date range October 2021 - August 2024 February 2021 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 857,250 $ 779,000 _______________ (1) No instruments were designated as cash flow hedges. Warrants —On August 5, 2021, as part of the consideration paid to acquire the Mr. C Beverly Hills Hotel and five adjacent luxury residences, the Company issued 500,000 warrants for the purchase of Braemar common stock with a $6.00 strike price on or after the August 5, 2021 until August 5, 2024. The holder can choose to exercise the warrant by cash or by net issue exercise, in which event the Company shall issue to the holder a number of warrant shares which reflects the fair market value of the Company’s common stock. As of September 30, 2021, no warrants have been exercised. The initial fair value of the warrant was calculated using a Black-Scholes option pricing model with the following assumptions: three-year contractual term; 97.93% volatility; 0% dividend rate; and a risk-free interest rate of 0.38%. The estimated fair value of the warrants was approximately $1.5 million on the date of issuance. The warrants are re-valued at each reporting period with the change in fair value recorded through earnings. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
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. 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 is obtained from a third-party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty. Fair 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. The fair value of warrants is determined by using the Black-Scholes option pricing model. 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 September 30, 2021, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 0.080% to 1.188% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total September 30, 2021 Assets Derivative assets: Interest rate derivatives - caps $ — $ 74 $ — $ 74 Total $ — $ 74 $ — $ 74 (1) Liabilities Derivative liabilities: Warrants — (1,338) $ — (1,338) (2) Net $ — $ (1,264) $ — $ (1,264) __________________ (1) Reported as “derivative assets” in our condensed consolidated balance sheet. (2) Reported as “derivative liabilities” in our condensed consolidated balance sheet. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Assets Derivative assets: Interest rate derivatives - caps $ (48) $ (30) $ (126) $ (93) Credit default swaps — 51 (1) — 226 (1) Total derivative assets $ (48) $ 21 $ (126) $ 133 Total $ (48) $ 21 $ (126) $ 133 Liabilities Derivative liabilities: Warrants 190 — 190 — Net $ 142 $ 21 $ 64 $ 133 Total combined Interest rate derivatives - floors $ — $ 3,540 $ — $ 3,615 Interest rate derivatives - caps (48) (30) (126) (93) Credit default swaps — 51 — 226 Warrants 190 — 190 — Unrealized gain (loss) on derivatives 142 3,561 64 3,748 Realized gain (loss) on interest rate floors — (3,540) (2) — (3,615) (2) Net $ 142 $ 21 $ 64 $ 133 _______________ (1) Excludes costs associated with credit default swaps of $0 and $64 for the three months ended September 30, 2021 and 2020, respectively, as well as $0 and $191 for the nine months ended September 30, 2021 and 2020, 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 | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, 2021 December 31, 2020 Carrying Estimated Carrying Estimated Financial assets and liabilities measured at fair value: Derivative assets $ 74 $ 74 $ — $ — Derivative liabilities 1,338 1,338 — — Financial assets not measured at fair value: Cash and cash equivalents $ 195,517 $ 195,517 $ 78,606 $ 78,606 Restricted cash 44,753 44,753 34,544 34,544 Accounts receivable, net 17,317 17,317 13,557 13,557 Due from related parties, net 1,910 1,910 991 991 Due from third-party hotel managers 20,390 20,390 12,271 12,271 Financial liabilities not measured at fair value: Indebtedness $ 1,172,359 $968,075 to $1,069,978 $ 1,128,724 $884,325 to $977,411 Accounts payable and accrued expenses 89,265 89,265 61,758 61,758 Dividends and distributions payable 2,112 2,112 2,736 2,736 Due to Ashford Inc. 820 820 2,772 2,772 Due to third-party hotel managers 1,665 1,665 1,393 1,393 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 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 and derivative liabilities . 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 82.6% to 91.3% of the carrying value of $1.2 billion at September 30, 2021, and approximately 78.3% to 86.6% of the carrying value of $1.1 billion at December 31, 2020. These fair value estimates are considered a Level 2 valuation technique. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (6,946) $ (18,677) $ (24,887) $ (79,538) Less: Dividends on preferred stock (1,977) (2,554) (6,258) (7,664) Less: Loss on extinguishment of preferred stock - Series B (111) — (4,595) — Undistributed net income (loss) allocated to common stockholders (9,034) (21,231) (35,740) (87,202) Distributed and undistributed net income (loss) - basic and diluted $ (9,034) $ (21,231) $ (35,740) $ (87,202) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 59,207 33,923 48,954 33,103 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.15) $ (0.63) $ (0.73) $ (2.63) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.15) $ (0.63) $ (0.73) $ (2.63) 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (823) $ (2,381) $ (3,184) $ (10,036) Dividends on preferred stock - Series B 1,058 1,729 3,689 5,189 Loss on extinguishment of preferred stock - Series B 111 — 4,595 — Interest expense on Convertible Senior Notes 1,361 — 2,010 — Dividends on preferred stock - Series E 90 — 90 — Dividends on preferred stock - Series M 4 — 4 — Total $ 1,801 $ (652) $ 7,204 $ (4,847) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 89 — 100 25 Effect of assumed conversion of operating partnership units 5,564 3,863 4,543 3,940 Effect of assumed conversion of preferred stock - Series B 4,115 6,728 4,781 6,728 Effect of assumed conversion of exchanged preferred stock - Series B — 269 485 288 Effect of contingently issuable shares — 10 — 3 Effect of assumed conversion of Convertible Senior Notes 13,609 — 6,730 — Effect of assumed conversion of preferred stock - Series E 700 — 233 — Effect of assumed conversion of preferred stock - Series M 32 — 11 — Total 24,109 10,870 16,883 10,984 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating PartnershipRedeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity 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. The Company issued equity awards in the first quarter of 2021, a substantial majority of which were issued subject to stockholder approval of an increase in the number of shares available for issuance under the Company’s 2013 Equity Incentive Plan. Under the applicable accounting literature, these awards are not accounted for until stockholder approval is obtained. In March 2021, approximately 244,000 LTIP units with a fair value of approximately $1.7 million and a vesting period of three years were granted. Stockholder approval was obtained on May 11, 2021. On May 11, 2021, approximately 202,000 LTIP units with a fair value of $1.4 million and a vesting period of three years were issued. Additionally, approximately 23,000 LTIP units were issued to independent directors, with a fair value of approximately $164,000, which vested immediately upon grant. 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. With respect to the 2019 and 2020 award agreements, 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. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature. 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. With respect to the 2021 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three-year performance period commencing on January 1, 2021 and ending on December 31, 2023. The performance criteria for the 2021 performance grants are based on performance conditions under the relevant literature. 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. The grant date fair value of the award may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period. On May 11, 2021, approximately 840,000 Performance LTIP units with a fair value of approximately $5.7 million and a vesting period of three years were granted. As of September 30, 2021, we have issued a total of approximately 2.4 million LTIP units (including Performance LTIP units), net of cancellations, all of which, other than approximately 572,000 LTIP units and 900,000 Performance LTIP units issued from March 2015 to May 2021, had reached full economic parity with, and are convertible into, common units. On August 5, 2021, we issued 2.5 million common units in our operating partnership in conjunction with the acquisition of the Mr. C Beverly Hills Hotel. See note 4. The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: September 30, 2021 December 31, 2020 Redeemable noncontrolling interests in Braemar OP $ 39,948 $ 27,655 Adjustments to redeemable noncontrolling interests (1) $ 236 $ 167 Ownership percentage of operating partnership 8.35 % 9.43 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net income (loss) to the redeemable noncontrolling interests as illustrated in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 823 $ 2,381 $ 3,184 $ 10,036 The following table presents the common units redeemed and the fair value at redemption (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common units converted to common stock — — 2 339 Fair value of common units converted $ — $ — $ 15 $ 390 (1) ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million. |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity and Stock-Based Compensation | Equity and Stock-Based CompensationCommon Stock Dividends—The board of directors did not declare a quarterly common stock dividend for the three and nine months ended September 30, 2021 and 2020 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. The Company issued equity awards in the first quarter of 2021, a substantial majority of which were issued subject to stockholder approval of an increase in the number of shares available for issuance under the Company’s 2013 Equity Incentive Plan. Under the applicable accounting literature, these awards are not accounted for until stockholder approval is obtained. In March 2021, approximately 504,000 restricted stock units with a fair value of approximately $3.5 million and a vesting period of three years were granted. Stockholder approval was obtained on May 11, 2021. On May 11, 2021, approximately 215,000 restricted stock units with a fair value of approximately $1.5 million and a vesting period of three years were granted. Additionally, approximately 46,000 shares of common stock were issued to independent directors, with a fair value of approximately $322,000, which vested immediately upon grant. 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. With respect to the 2019 and 2020 award agreements, 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. 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. The Company issued equity awards in the first quarter of 2021, a substantial majority of which were issued subject to stockholder approval of an increase in the number of shares available for issuance under the Company’s Amended and Restated 2011 Stock Incentive Plan. Under the applicable accounting literature, these awards are not accounted for until shareholder approval is obtained. Stockholder approval was obtained on May 11, 2021. With respect to the 2021 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three-year performance period commencing on January 1, 2021 and ending on December 31, 2023. The performance criteria for the 2021 performance grants are based on performance conditions under the relevant literature, and the 2021 performance grants were issued 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, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period. On May 11, 2021, approximately 446,000 PSUs with a fair value of approximately $6.0 million and vesting period of three years were issued. 8.25% Series D Cumulative Preferred Stock —The dividend for all issued and outstanding shares of the Company’s Series D Cumulative Preferred Stock (the “Series D Preferred Stock”) is set at $2.0625 per annum per share. The following table summarizes dividends declared (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Series D Cumulative Preferred Stock $ 825 825 $ 2,475 $ 2,475 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 September 30, 2021, the Company has sold approximately 7.4 million shares of common stock and received net proceeds of approximately $30.5 million under this program. The issuance activity is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common shares issued — 3,046 2,711 3,046 Gross proceeds received $ — $ 7,715 $ 16,119 $ 7,715 Commissions and other expenses — 97 202 97 Net proceeds $ — $ 7,618 $ 15,917 $ 7,618 Standby Equity Distribution Agreement —On February 4, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd. (“YA”), pursuant to which the Company will be able to sell up to 7,780,786 shares of its common stock (the “Commitment Amount”) at the Company’s request any time during the commitment period commencing on February 4, 2021, and terminating on the earliest of (i) the first day of the month next following the 36-month anniversary of the SEDA or (ii) the date on which YA shall have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for shares of the Company’s common stock equal to the Commitment Amount (the “Commitment Period”). Other than with respect to the Initial Advance (as defined below) the shares sold to YA pursuant to the SEDA would be purchased at 95% of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the five consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours. At any time during the Commitment Period the Company may require YA to purchase shares of the Company’s common stock by delivering a written notice to YA setting forth the Advance Shares (as defined in the SEDA) that the Company desires to issue and sell to YA (the “Advance Notice”). The Company may deliver an Advance Notice for an initial Advance for up to 1,200,000 Advance Shares (the “Initial Advance”). The preliminary purchase price per share for such shares shall be 100% of the average daily VWAP for the five consecutive trading days immediately prior to the date of the Advance Notice (the “Preliminary Purchase Price”). Pursuant to the SEDA, we currently intend to use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We are not required to pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $10,000 structuring fee. The issuance activity under the SEDA is summarized below (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares sold to YA — 1,700 Proceeds received $ — $ 10,000 Common Stock Resale Agreement —On April 21, 2021, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”), entered into a purchase agreement, pursuant to which the Company may issue or sell to Lincoln Park up to 8,893,565 shares of the Company’s common stock from time to time during the term of the purchase agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the Purchase Agreement. Upon entering into the purchase agreement, the Company issued 15,000 shares of the Company’s common stock as consideration for Lincoln Park’s execution and delivery of the purchase agreement. The issuance activity under the Lincoln Park agreement is summarized below (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares sold to Lincoln Park — 766 Additional commitment shares — 15 Total common shares issued to Lincoln Park — 781 Proceeds received $ — $ 4,217 At-the-Market Equity Distribution Agreement —On May 25, 2021, the Company entered into an equity distribution agreement with Virtu Americas LLC (“Virtu”), to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $50 million (the “Virtu May 2021 EDA”). We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. The issuance activity under the Virtu May 2021 EDA is summarized below (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares issued 2,367 8,339 Gross proceeds received $ 13,421 $ 50,000 Commissions and other expenses 134 500 Net proceeds $ 13,287 $ 49,500 On July 12, 2021, the Company entered into a second equity distribution agreement with Virtu to sell from time to time shares of our common stock having an aggregate offering price of up to $100 million (the “Virtu July 2021 EDA”). We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. The issuance activity under the Virtu July 2021 EDA is summarized below (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares issued 4,183 4,183 Gross proceeds received $ 21,363 $ 21,363 Commissions and other expenses 214 214 Net proceeds $ 21,149 $ 21,149 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 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 nine months ended September 30, 2021 and 2020. As of September 30, 2021, $50 million remains authorized by the board of directors pursuant to the December 5, 2017 approval. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | 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 Convertible Preferred Stock shall have the right to require the Company to redeem any or all shares of Series B Convertible 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 the advice of counsel to cease to be qualified as a REIT; or (v) determination within the meaning of Section 1313(a) of the Code 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 of 1933, as amended (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. As of September 30, 2021, we have sold approximately 65,000 shares of our Series B Convertible Preferred Stock and received proceeds of approximately $1.2 million under this program. The issuance activity is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Series B Convertible Preferred Stock shares issued — — — 23 Gross proceeds received $ — $ — $ — $ 439 Commissions and other expenses — — — 7 Net proceeds $ — $ — $ — $ 432 Series B Convertible Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Series B Convertible Preferred Stock $ 1,058 $ 1,729 $ 3,689 $ 5,189 During 2021, Braemar entered into privately negotiated exchange agreements with certain holders of the Series B Convertible Preferred Stock, in reliance on Section 3(a)(9) of the Securities Act. The table below summarizes the activity (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Preferred Shares Tendered Common Shares Issued Preferred Shares Tendered Common Shares Issued Series B Convertible Preferred Stock 30 120 1,953 7,291 Series E Redeemable Preferred Stock On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series E Redeemable Preferred Stock (the “Series E Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20,000,000 shares of Series E Preferred Stock in a primary offering price of $25.00 per share. The Company is also offering a maximum of 8,000,000 shares of the Series E Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”). The Series E Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred stock, the Series D Preferred Stock and the Series M Preferred Stock (as defined below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Holders of the Series E Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of the Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive the number of directors then constituting the Board shall be increased by two and the holders of such shares of Series E Preferred Stock shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Series E Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series E Preferred Stock into a maximum of 5.69476 shares of our common stock. The redemption fee shall be an amount equal to: • 8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series E Preferred Stock to be redeemed; • 5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed; and • 0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed. The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series E Preferred Stock cash dividends are as follows: • 8.0% per annum of the Stated Value beginning on the date of the first settlement of the Series E Preferred Stock (the “Date of Initial Closing”); • 7.75% per annum of the Stated Value beginning on the first anniversary from the Date of Initial Closing; and • 7.5% per annum of the Stated Value beginning on the second anniversary from the Date of Initial Closing. Dividends will be authorized and declared on a monthly basis and payable in arrears on the 15th of each month to holders of record at the close of business on the last business day of each month immediately preceding the applicable thereafter dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows for participating holders to have their Series E Preferred Stock dividend distributions automatically reinvested in additional shares of the Series E Preferred Stock at a price of $25.00 per share. The issuance activity of the Series E Preferred Stock is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series E Preferred Stock shares issued 266 266 Net proceeds $ 5,976 $ 5,976 The Series E Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series E Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series E Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be increased to the redemption amount each reporting period. The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): September 30, 2021 December 31, 2020 Series E Preferred Stock $ 6,110 $ — Adjustments to Series E Preferred Stock (1) $ 1,906 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series E Preferred Stock 90 90 Series M Redeemable Preferred Stock On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20,000,000 shares of the Series M Preferred Stock (par value $0.01) in a primary offering price of $25.00 per share (or “Stated Value”). The Company is also offering a maximum of 8,000,000 shares of Series M Preferred Stock pursuant to the DRIP at $25.00 per share. The Series M Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Holders of the Series M Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive the number of directors then constituting the Board shall be increased by two and the holders of such shares of Series M Preferred Stock shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. The redemption fee shall be an amount equal to: • 1.5% of the Stated Value of $25.00 per share beginning on the Series M Original Issue Date (as defined below) of the shares of Series M Preferred Stock to be redeemed; and • 0% of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of Series M Preferred Stock to be redeemed. The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. Holders of Series M Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series M Preferred Stock (the “Series M Original Issue Date of Series M”) and on each one-year anniversary thereafter for such share of Series M Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.7% per annum of the Stated Value. Dividends will be authorized and declared on a monthly basis and payable in arrears on the 15th of each month to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows for participating holders to have their Series M Preferred Stock dividend distributions automatically reinvested in additional shares of the Series M Preferred Stock at a price of $25.00 per share. The issuance activity of Series M Preferred Stock is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series M Preferred Stock shares issued 15 15 Net proceeds $ 355 $ 355 The Series M Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside the Company’s control. As such, the Series M Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be increased to the redemption amount each reporting period. The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): September 30, 2021 December 31, 2020 Series M Preferred Stock $ 361 $ — Adjustments to Series M Preferred Stock (1) $ 111 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series M Preferred Stock $ 4 $ 4 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty 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: ▪ 90% of the base fee paid for the same month in the prior year; and ▪ 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Advisory services fee Base advisory fee $ 2,758 $ 2,386 $ 7,981 $ 7,579 Reimbursable expenses (1) 694 404 1,696 1,360 Equity-based compensation (2) 2,994 1,785 6,666 5,606 Incentive fee (1,637) — — — Total $ 4,809 $ 4,575 $ 16,343 $ 14,545 ________ (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. Pursuant to the Company's hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Braemar, Ashford Hospitality Trust, Inc. (“Ashford Trust”), their hotel managers, as needed, and Ashford Inc. The total loss estimates included in such policies are based on the collective pool of risk exposures from each party. Ashford Inc.'s risk management department manages the casualty insurance program. At the beginning of each year, Ashford Inc.'s risk management department collects funds from Braemar, Ashford Trust and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis. Lismore On March 20, 2020, the Company entered into an agreement with Lismore, a subsidiary of Ashford Inc., to engage Lismore to seek modifications, forbearances or refinancings of the Company’s loans (the “Lismore Agreement”). The Lismore Agreement was terminated effective March 20, 2021. Upon entering into the agreement with Lismore, the Company made an initial payment of approximately $1.4 million. The Company paid approximately $1.4 million related to periodic installments of which $683,000 was expensed in accordance with the agreement. The remaining $681,000 was set off against the cash payment of the base advisory fee per the agreement upon contract termination in March 2021. Further, the Company paid approximately $1.4 million in success fees in connection with signed forbearance or other agreements. In total, the Company paid approximately $4.1 million under the Lismore Agreement. For the three and nine months ended September 30, 2021, the Company recognized expense of $0 and $341,000, respectively. For the three and nine months ended September 30, 2020, the Company recognized expense of $1.2 million and $2.7 million, respectively. These expenses are included in “write-off of loan costs and exit fees” in the condensed consolidated statements of operations. The Company engaged Lismore to negotiate, on the Company’s behalf, one or more modifications to the terms of the mortgage loan assumed in connection with the acquisition of the Mr. C Beverly Hills Hotel. Upon closing of the hotel, the Company paid Lismore a debt placement fee of $150,000. 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 (the “Initial 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. Costs for all operating expenses of Ashford Securities that were contributed by Ashford Trust and Braemar will be expensed as incurred. These costs were 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 “Initial 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 Initial True-Up Date, the capital contributions will be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar with respect to expenses to be reimbursed by Ashford Securities. The Initial True-Up Date did not occur, and beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated based upon an allocation percentage of 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings raised, or June 10, 2023, there will be an Amended and Restated true up (the “Amended and Restated True-up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among Ashford Inc., Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. Additionally, Braemar’s aggregate Capital Contributions under the Initial Contribution Agreement and the Amended and Restated Contribution Agreement shall not exceed $3.75 million unless otherwise agreed to in writing by Braemar. As of September 30, 2021, Braemar has funded approximately $2.8 million. Additionally, as of September 30, 2021, $144,000 of the pre-funded amount was included in “other assets” on our condensed consolidated balance sheets. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2021 2020 2021 2020 Corporate, general and administrative $ 642 $ 228 $ 1,505 $ 558 Enhanced Return Funding Program Concurrent with Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement with Ashford Inc. (“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, design and construction 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 FF&E for use at the acquired property or any other property owned by Braemar OP. The initial term of the ERFP Agreement was two years (the “Initial Term”). At the end of the Initial Term, the ERFP Agreement automatically renewed for one year and 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. During the second quarter of 2021, the Company sold approximately $1.6 million of hotel FF&E from Braemar hotel properties to Ashford LLC, which was subsequently leased back to the Company rent-free. In accordance with ASC 842, the Company evaluated the transactions and concluded that the transactions qualified as sales. As a result, the Company recorded an aggregate gain of $0 and $197,000 for the three and nine months ended September 30, 2021, respectively. The gains are recorded in “gain (loss) on insurance settlement, disposition of assets and sale of hotel properties” in our condensed consolidated statements of operations. In the second quarter of 2021, upon expiration of an ERFP lease, the Company purchased the underlying FF&E from Ashford Inc. at fair value for $144,000, which was paid during the third quarter of 2021. Design and Construction Services In connection with Ashford Inc.’s August 8, 2018 acquisition of Remington Lodging’s design and construction business, we entered into a design and construction services agreement with Ashford Inc.’s subsidiary, Premier Project Management LLC (“Premier”), pursuant to which Premier provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) for the following services: (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 design and construction services 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 Services 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 September 30, 2021, Remington Hotels managed four of our 14 hotel properties. We pay monthly hotel management fees equal to the greater of approximately $14,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us. We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. Ashford Trust As of September 30, 2021, the Company has an $800,000 receivable from Ashford Trust, included in “due from related parties, net.” The receivable relates to a legal settlement between Ashford Trust and the City of San Francisco regarding a transfer tax matter associated with the transfer of The Clancy from Ashford Trust to Braemar upon Braemar’s 2013 spin-off from Ashford Trust. The transfer taxes were initially paid by Braemar at the time of the spin-off. The $800,000 gain is included in “(gain) loss on legal settlements” on the condensed consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at September 30, 2021, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 5% of gross revenues for capital improvements. Licensing Fees —In conjunction with the Mr. C Beverly Hills Hotel acquisition on August 5, 2021, we entered into an Intellectual Property Sublease Agreement, which allows us to continue to use certain proprietary marks associated with the Mr. C brand name. In return, we pay licensing fees of: (i) 1% of total operating revenue; (ii) 2% of gross food and beverage revenues; and (iii) 25% of food and beverage profits. The agreement expires on August 4, 2022. The table below summarizes the licensing fees incurred (in thousands): Line Item Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Other hotel expenses $ 53 $ 53 Management Fees —Under hotel management agreements for our hotel properties existing at September 30, 2021, we pay a monthly hotel management fee equal to the greater of approximately $15,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2.5% to 5.0% 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 2017 through 2020 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 Accor’s 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. On July 20, 2020, Accor filed an Amended Answer and Counterclaims against Ashford TRS Chicago II. Accor asserts two causes of action: First, Accor asserts a counterclaim for declaratory judgment that Accor correctly calculated the amount payable to Ashford TRS Chicago II under the management agreement to “cure” Accor’s performance test failure (the “Cure Amount”). Second, Accor asserts a counterclaim for breach of contract on the basis that Ashford TRS Chicago II breached the management agreement by wrongfully maintaining that the Cure Amount for the 2018 and 2019 Performance Test failure is $1,031,549 instead of $535,120. As of September 30, 2021, no amounts have been accrued. 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 probable that the litigation will result in a loss due to a potential pre-trial settlement, in which case the Company estimates its potential loss will be approximately $500,000; however, it is entitled to indemnification for a portion of such loss. As of September 30, 2021, approximately $500,000 has been accrued. In June 2020, each of the Company, Ashford Trust, Ashford Inc., and Lismore, a subsidiary of Ashford Inc. (collectively with the Company, Ashford Trust, Ashford Inc. and Lismore, the “Ashford Companies”), received an administrative subpoena from the SEC. The Company’s administrative subpoena requires the production of documents and other information since January 1, 2018 relating to, among other things, (1) related party transactions among the Ashford Companies (including the Lismore Agreement between the Company and Lismore pursuant to which the Company engaged Lismore to negotiate the refinancing, modification or forbearance of certain mortgage debt) or between any of the Ashford Companies and any officer, director or owner of the Ashford Companies or any entity controlled by any such person, and (2) the Company’s accounting policies, procedures, and internal controls related to such related party transactions. In addition, in October 2020, Mr. Monty J. Bennett, chairman of our board of directors, received an administrative subpoena from the SEC requiring testimony and the production of documents and other information substantially similar to the requests in the subpoenas received by the Ashford Companies. The Company and Mr. Monty J. Bennett are responding to the administrative subpoenas. On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (1) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (2) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe any potential loss to the Company is reasonably estimable at this time. As of September 30, 2021, no amounts have been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the ADA and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingWe operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of September 30, 2021 and December 31, 2020, all of our hotel properties were in the U.S. and its territories. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 2020 Annual Report on Form 10-K, as originally filed with the Securities and Exchange Commission (“SEC”) on March 5, 2021. 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 and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. • on August 5, 2021, we acquired the Mr. C Beverly Hills Hotel and five adjacent luxury residences. The operating results of the hotel property have been included in the results of operations from 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. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In January 2020, the Financial Accounting Standards Board’s (“FASB”) issued Accounting Standards Update (“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 adopted the standard effective January 1, 2021 and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards —In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”) to provide guidance and relief for transitioning to alternative reference rates. ASU 2021-01 is effective immediately for all entities. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU: (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We are currently evaluating the impact that ASU 2020-06 may have on our consolidated financial statements and related disclosures. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (dollars in thousands): Three Months Ended September 30, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 28,838 $ 8,024 $ 3,626 $ 40,488 Colorado 1 4,123 4,152 2,168 10,443 Florida 2 13,738 5,384 4,581 23,703 Illinois 1 5,233 1,196 389 6,818 Pennsylvania 1 3,911 580 243 4,734 Washington 1 6,906 792 550 8,248 Washington, D.C. 1 2,476 512 337 3,325 USVI 1 12,335 3,854 2,229 18,418 Total 14 $ 77,560 $ 24,494 $ 14,123 $ 116,177 Three Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 5 $ 11,504 $ 2,895 $ 1,536 $ 15,935 Colorado 1 1,688 692 1,659 4,039 Florida 2 7,103 3,175 3,262 13,540 Illinois 1 1,706 240 127 2,073 Pennsylvania 1 1,088 9 58 1,155 Washington 1 1,056 3 118 1,177 Washington, D.C. 1 331 4 292 627 USVI 1 3,642 1,519 1,047 6,208 Total 13 $ 28,118 $ 8,537 $ 8,099 $ 44,754 Nine Months Ended September 30, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 60,935 $ 17,942 $ 8,607 $ 87,484 Colorado 1 12,058 8,344 6,058 26,460 Florida 2 47,964 18,732 15,311 82,007 Illinois 1 9,607 2,020 792 12,419 Pennsylvania 1 7,568 706 490 8,764 Washington 1 10,980 1,041 1,046 13,067 Washington, D.C. 1 5,711 767 832 7,310 USVI 1 40,897 11,424 7,303 59,624 Total 14 $ 195,720 $ 60,976 $ 40,439 $ 297,135 Nine Months Ended September 30, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 5 $ 37,401 $ 10,936 $ 6,474 $ 54,811 Colorado 1 9,955 4,974 4,898 19,827 Florida 2 24,401 12,535 10,292 47,228 Illinois 1 4,638 1,129 490 6,257 Pennsylvania 1 6,088 1,215 377 7,680 Washington 1 4,821 794 540 6,155 Washington, D.C. 1 6,857 3,482 1,174 11,513 USVI 1 10,958 4,352 6,388 21,698 Total 13 $ 105,119 $ 39,417 $ 30,633 $ 175,169 |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investment in Hotel Properties | Investments in hotel properties, net consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land $ 480,530 $ 455,298 Buildings and improvements 1,222,422 1,190,437 Furniture, fixtures and equipment 122,921 127,692 Construction in progress 9,136 11,422 Residences 12,746 — Total cost 1,847,755 1,784,849 Accumulated depreciation (395,753) (360,259) Investments in hotel properties, net $ 1,452,002 $ 1,424,590 |
Schedule of Preliminary Estimated Fair Value of the Assets Acquired and Liabilities Assumed in the Acquisition | The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): Land $ 25,232 Buildings and improvements 35,689 Furniture, fixtures and equipment 758 Residences 12,746 Investments in hotel properties 74,425 Inventories 94 Mortgage loan (49,815) $ 24,704 Net other assets (liabilities) $ (486) |
Schedule of Pro Forma Information | The table below summarizes the total revenue and net income (loss) in our condensed consolidated statements of operations for the three and nine months ended September 30, 2021: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Total revenue $ 2,272 $ 2,272 Net income (loss) (1,203) (1,203) The following table reflects the unaudited pro forma results of operations as if the acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2020, and the removal of $275,000 and $571,000 of non-recurring transaction costs directly attributable to the acquisition for the three and nine months ended September 30, 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total revenue $ 117,808 $ 46,409 $ 303,406 $ 181,121 Net income (loss) $ (7,114) $ (23,939) $ (30,418) $ (97,449) Net income (loss) attributable to common stockholders $ (7,898) $ (20,675) $ (34,082) $ (84,203) Pro Forma income per share; Basic $ (0.13) $ (0.61) $ (0.70) $ (2.54) Diluted $ (0.13) $ (0.61) $ (0.70) $ (2.54) Weighted average common shares outstanding (in thousands): Basic 59,207 33,923 48,954 33,103 Diluted 59,207 33,923 48,954 33,103 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information | The following table summarizes our carrying value and ownership interest in OpenKey: September 30, 2021 December 31, 2020 Carrying value of the investment in OpenKey (in thousands) $ 1,627 $ 1,708 Ownership interest in OpenKey 7.8 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2021 2020 2021 2020 Equity in earnings (loss) of unconsolidated entity $ (68) $ (58) $ (198) $ (138) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Indebtedness, net | Indebtedness, net consisted of the following (dollars in thousands): Indebtedness Collateral Current Maturity Final Maturity (12) Interest Rate September 30, 2021 December 31, 2020 Mortgage loan (3) Park Hyatt Beaver Creek Resort & Spa April 2022 April 2022 LIBOR (1) +3.00% $ 67,500 $ 67,500 Mortgage loan (4) The Notary Hotel June 2022 June 2025 LIBOR (1) + 2.16% 435,000 435,000 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (5) The Ritz-Carlton St. Thomas August 2022 August 2024 LIBOR (1) + 3.95% 42,500 42,500 Term loan (6) Equity October 2022 October 2022 Base Rate (2) + 1.25% to 2.65% or LIBOR (1) + 2.25% to 3.65% — 61,495 Mortgage loan (7) The Ritz-Carlton Sarasota April 2023 April 2023 LIBOR (1) + 2.65% 99,750 100,000 Mortgage loan (7) (8) Hotel Yountville May 2023 May 2023 LIBOR (1) + 2.55% 51,000 51,000 Mortgage loan (7) (8) Bardessono Hotel and Spa August 2023 August 2023 LIBOR (1) + 2.55% 40,000 40,000 Mortgage loan (7) The Ritz-Carlton Lake Tahoe January 2024 January 2024 LIBOR (1) + 2.10% 54,000 54,000 Mortgage loan (9) Capital Hilton February 2024 February 2024 LIBOR (1) + 1.70% 195,203 197,229 Hilton La Jolla Torrey Pines Mortgage loan (10) Mr. C Beverly Hills Hotel August 2024 August 2024 LIBOR (1) + 3.60% 30,000 — Mortgage loan (7) Pier House Resort & Spa September 2024 September 2024 LIBOR (1) + 1.85% 80,000 80,000 Convertible Senior Notes (11) Equity June 2026 June 2026 4.50% 86,250 — 1,181,203 1,128,724 Capitalized default interest and late charges 4,425 7,304 Deferred loan costs, net (3,997) (5,434) Discounts, net (8,844) — Indebtedness, net $ 1,172,787 $ 1,130,594 __________________ (1) LIBOR rates were 0.080% and 0.144% at September 30, 2021 and December 31, 2020, respectively. (2) Base Rate, as defined in the secured term loan 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) Effective January 9, 2021, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits being waived from January 2021 through June 2021. This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the third was exercised in April 2021. (4) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in June 2021. (5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised in August 2021. This mortgage loan has a LIBOR floor of 1.00%. (6) Effective February 22, 2021, we amended this term loan. In conjunction with the amendment, the interest rate spread increased from a rate of Base Rate + 1.25% - 2.50% or LIBOR + 2.25% - 3.50% to a Base Rate + 1.25% - 2.65% or LIBOR + 2.25% - 3.65%, with a LIBOR floor of 0.50%. On May 18, 2021, we repaid this term loan in full. (7) Effective December 31, 2020, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits being waived from January 2021 through December 2021. This mortgage loan has a LIBOR floor of 0.25%. (8) On September 23, 2021, we amended this mortgage loan. Terms of the agreement included extending the current and final maturity dates by one year. (9) Effective March 5, 2021, we amended this mortgage loan. Terms of the agreement included monthly FF&E escrow deposits waived through July 1, 2021. (10) This mortgage loan has a LIBOR floor of 1.50%. (11) On May 18, 2021, we executed a purchase agreement to sell convertible senior notes in a private offering. In conjunction with the private offering, we sold convertible senior notes with an aggregate principal amount of $86.25 million. (12) The final maturity date assumes all available extensions options will be exercised. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: Nine Months Ended September 30, Interest rate caps: (1) 2021 2020 Notional amount (in thousands) $ 882,500 $ 602,500 Strike rate low end of range 0.75 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Effective date range January 2021- September 2021 March 2020 - June 2020 Termination date range February 2022- August 2024 April 2021 - June 2021 Total cost of interest rate caps (in thousands) $ 200 $ 92 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) September 30, 2021 December 31, 2020 Notional amount (in thousands) $ 962,500 $ 779,000 Strike rate low end of range 0.75 % 3.00 % Strike rate high end of range 4.00 % 4.00 % Termination date range October 2021 - August 2024 February 2021 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 857,250 $ 779,000 _______________ (1) No instruments were designated as cash flow hedges. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total September 30, 2021 Assets Derivative assets: Interest rate derivatives - caps $ — $ 74 $ — $ 74 Total $ — $ 74 $ — $ 74 (1) Liabilities Derivative liabilities: Warrants — (1,338) $ — (1,338) (2) Net $ — $ (1,264) $ — $ (1,264) __________________ (1) Reported as “derivative assets” in our condensed consolidated balance sheet. (2) Reported as “derivative liabilities” in our condensed consolidated balance sheet. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Assets Derivative assets: Interest rate derivatives - caps $ (48) $ (30) $ (126) $ (93) Credit default swaps — 51 (1) — 226 (1) Total derivative assets $ (48) $ 21 $ (126) $ 133 Total $ (48) $ 21 $ (126) $ 133 Liabilities Derivative liabilities: Warrants 190 — 190 — Net $ 142 $ 21 $ 64 $ 133 Total combined Interest rate derivatives - floors $ — $ 3,540 $ — $ 3,615 Interest rate derivatives - caps (48) (30) (126) (93) Credit default swaps — 51 — 226 Warrants 190 — 190 — Unrealized gain (loss) on derivatives 142 3,561 64 3,748 Realized gain (loss) on interest rate floors — (3,540) (2) — (3,615) (2) Net $ 142 $ 21 $ 64 $ 133 _______________ (1) Excludes costs associated with credit default swaps of $0 and $64 for the three months ended September 30, 2021 and 2020, respectively, as well as $0 and $191 for the nine months ended September 30, 2021 and 2020, respectively, which is 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) | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, 2021 December 31, 2020 Carrying Estimated Carrying Estimated Financial assets and liabilities measured at fair value: Derivative assets $ 74 $ 74 $ — $ — Derivative liabilities 1,338 1,338 — — Financial assets not measured at fair value: Cash and cash equivalents $ 195,517 $ 195,517 $ 78,606 $ 78,606 Restricted cash 44,753 44,753 34,544 34,544 Accounts receivable, net 17,317 17,317 13,557 13,557 Due from related parties, net 1,910 1,910 991 991 Due from third-party hotel managers 20,390 20,390 12,271 12,271 Financial liabilities not measured at fair value: Indebtedness $ 1,172,359 $968,075 to $1,069,978 $ 1,128,724 $884,325 to $977,411 Accounts payable and accrued expenses 89,265 89,265 61,758 61,758 Dividends and distributions payable 2,112 2,112 2,736 2,736 Due to Ashford Inc. 820 820 2,772 2,772 Due to third-party hotel managers 1,665 1,665 1,393 1,393 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (6,946) $ (18,677) $ (24,887) $ (79,538) Less: Dividends on preferred stock (1,977) (2,554) (6,258) (7,664) Less: Loss on extinguishment of preferred stock - Series B (111) — (4,595) — Undistributed net income (loss) allocated to common stockholders (9,034) (21,231) (35,740) (87,202) Distributed and undistributed net income (loss) - basic and diluted $ (9,034) $ (21,231) $ (35,740) $ (87,202) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 59,207 33,923 48,954 33,103 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.15) $ (0.63) $ (0.73) $ (2.63) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.15) $ (0.63) $ (0.73) $ (2.63) |
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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (823) $ (2,381) $ (3,184) $ (10,036) Dividends on preferred stock - Series B 1,058 1,729 3,689 5,189 Loss on extinguishment of preferred stock - Series B 111 — 4,595 — Interest expense on Convertible Senior Notes 1,361 — 2,010 — Dividends on preferred stock - Series E 90 — 90 — Dividends on preferred stock - Series M 4 — 4 — Total $ 1,801 $ (652) $ 7,204 $ (4,847) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 89 — 100 25 Effect of assumed conversion of operating partnership units 5,564 3,863 4,543 3,940 Effect of assumed conversion of preferred stock - Series B 4,115 6,728 4,781 6,728 Effect of assumed conversion of exchanged preferred stock - Series B — 269 485 288 Effect of contingently issuable shares — 10 — 3 Effect of assumed conversion of Convertible Senior Notes 13,609 — 6,730 — Effect of assumed conversion of preferred stock - Series E 700 — 233 — Effect of assumed conversion of preferred stock - Series M 32 — 11 — Total 24,109 10,870 16,883 10,984 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: September 30, 2021 December 31, 2020 Redeemable noncontrolling interests in Braemar OP $ 39,948 $ 27,655 Adjustments to redeemable noncontrolling interests (1) $ 236 $ 167 Ownership percentage of operating partnership 8.35 % 9.43 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net income (loss) to the redeemable noncontrolling interests as illustrated in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 823 $ 2,381 $ 3,184 $ 10,036 The following table presents the common units redeemed and the fair value at redemption (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common units converted to common stock — — 2 339 Fair value of common units converted $ — $ — $ 15 $ 390 (1) ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million. |
Equity and Stock-Based Compen_2
Equity and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Dividends Declared | The following table summarizes dividends declared (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Series D Cumulative Preferred Stock $ 825 825 $ 2,475 $ 2,475 |
Schedule of Issuance Activity | The issuance activity is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common shares issued — 3,046 2,711 3,046 Gross proceeds received $ — $ 7,715 $ 16,119 $ 7,715 Commissions and other expenses — 97 202 97 Net proceeds $ — $ 7,618 $ 15,917 $ 7,618 The issuance activity under the SEDA is summarized below (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares sold to YA — 1,700 Proceeds received $ — $ 10,000 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares sold to Lincoln Park — 766 Additional commitment shares — 15 Total common shares issued to Lincoln Park — 781 Proceeds received $ — $ 4,217 The issuance activity under the Virtu May 2021 EDA is summarized below (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares issued 2,367 8,339 Gross proceeds received $ 13,421 $ 50,000 Commissions and other expenses 134 500 Net proceeds $ 13,287 $ 49,500 The issuance activity under the Virtu July 2021 EDA is summarized below (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common shares issued 4,183 4,183 Gross proceeds received $ 21,363 $ 21,363 Commissions and other expenses 214 214 Net proceeds $ 21,149 $ 21,149 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of the Activity of Temporary Equity | The issuance activity is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Series B Convertible Preferred Stock shares issued — — — 23 Gross proceeds received $ — $ — $ — $ 439 Commissions and other expenses — — — 7 Net proceeds $ — $ — $ — $ 432 The following table summarizes dividends declared (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Series B Convertible Preferred Stock $ 1,058 $ 1,729 $ 3,689 $ 5,189 The issuance activity of the Series E Preferred Stock is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series E Preferred Stock shares issued 266 266 Net proceeds $ 5,976 $ 5,976 The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): September 30, 2021 December 31, 2020 Series E Preferred Stock $ 6,110 $ — Adjustments to Series E Preferred Stock (1) $ 1,906 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series E Preferred Stock 90 90 The issuance activity of Series M Preferred Stock is summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series M Preferred Stock shares issued 15 15 Net proceeds $ 355 $ 355 The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): September 30, 2021 December 31, 2020 Series M Preferred Stock $ 361 $ — Adjustments to Series M Preferred Stock (1) $ 111 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Series M Preferred Stock $ 4 $ 4 |
Summary of Series B Cumulative Convertible Preferred Stock Activity | The table below summarizes the activity (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Preferred Shares Tendered Common Shares Issued Preferred Shares Tendered Common Shares Issued Series B Convertible Preferred Stock 30 120 1,953 7,291 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Advisory services fee Base advisory fee $ 2,758 $ 2,386 $ 7,981 $ 7,579 Reimbursable expenses (1) 694 404 1,696 1,360 Equity-based compensation (2) 2,994 1,785 6,666 5,606 Incentive fee (1,637) — — — Total $ 4,809 $ 4,575 $ 16,343 $ 14,545 ________ (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. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Line Item 2021 2020 2021 2020 Corporate, general and administrative $ 642 $ 228 $ 1,505 $ 558 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Licensing Fees Incurred | The table below summarizes the licensing fees incurred (in thousands): Line Item Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Other hotel expenses $ 53 $ 53 |
Organization and Description _2
Organization and Description of Business (Details) $ in Thousands | Sep. 30, 2021USD ($)hotelstateroom | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($)hotel | Dec. 31, 2019USD ($) |
Real Estate Properties [Line Items] | ||||
Number of hotel properties | 14 | 13 | ||
Number of states in which entity operates | state | 6 | |||
Number of rooms | room | 3,865 | |||
Number of units in real estate property, net partnership interest | room | 3,630 | |||
Cash and cash equivalents | $ | $ 195,517 | $ 78,606 | $ 88,227 | $ 71,995 |
Restricted cash | $ | 44,753 | 34,544 | $ 34,658 | $ 58,388 |
Due from third-party hotel managers | $ | $ 20,390 | $ 12,271 | ||
Wholly Owned Properties | ||||
Real Estate Properties [Line Items] | ||||
Number of hotel properties | 12 | |||
Consolidated Properties | ||||
Real Estate Properties [Line Items] | ||||
Number of hotel properties | 2 | |||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | ||||
Real Estate Properties [Line Items] | ||||
Number of hotel properties | 13 | |||
US Virgin Islands Taxable REIT Subsidiary | ||||
Real Estate Properties [Line Items] | ||||
Number of hotel properties | 1 | |||
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary | ||||
Real Estate Properties [Line Items] | ||||
Number of hotel properties | 11 | |||
Remington Hotels | ||||
Real Estate Properties [Line Items] | ||||
Number of hotel properties managed by related party | 4 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Aug. 05, 2021residences |
Mr. C Beverly Hills Hotel and Luxury Residences | |
Significant Accounting Policies [Line Items] | |
Number of real estate properties acquired | 5 |
Revenue (Details)
Revenue (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)hotel | Sep. 30, 2020USD ($)hotel | Sep. 30, 2021USD ($)hotel | Sep. 30, 2020USD ($)hotel | |
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 14 | 13 | 14 | 13 |
Total revenue | $ 116,177,000 | $ 44,754,000 | $ 297,135,000 | $ 175,169,000 |
Other Hotel Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from business interruption losses | $ 0 | $ 0 | $ 0 | $ 4,000,000 |
California | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 6 | 5 | 6 | 5 |
Total revenue | $ 40,488,000 | $ 15,935,000 | $ 87,484,000 | $ 54,811,000 |
Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 10,443,000 | $ 4,039,000 | $ 26,460,000 | $ 19,827,000 |
Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 2 | 2 | 2 | 2 |
Total revenue | $ 23,703,000 | $ 13,540,000 | $ 82,007,000 | $ 47,228,000 |
Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 6,818,000 | $ 2,073,000 | $ 12,419,000 | $ 6,257,000 |
Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 4,734,000 | $ 1,155,000 | $ 8,764,000 | $ 7,680,000 |
Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 8,248,000 | $ 1,177,000 | $ 13,067,000 | $ 6,155,000 |
Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 3,325,000 | $ 627,000 | $ 7,310,000 | $ 11,513,000 |
USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of Hotels | hotel | 1 | 1 | 1 | 1 |
Total revenue | $ 18,418,000 | $ 6,208,000 | $ 59,624,000 | $ 21,698,000 |
Rooms | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 77,560,000 | 28,118,000 | 195,720,000 | 105,119,000 |
Rooms | California | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 28,838,000 | 11,504,000 | 60,935,000 | 37,401,000 |
Rooms | Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,123,000 | 1,688,000 | 12,058,000 | 9,955,000 |
Rooms | Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 13,738,000 | 7,103,000 | 47,964,000 | 24,401,000 |
Rooms | Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,233,000 | 1,706,000 | 9,607,000 | 4,638,000 |
Rooms | Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,911,000 | 1,088,000 | 7,568,000 | 6,088,000 |
Rooms | Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,906,000 | 1,056,000 | 10,980,000 | 4,821,000 |
Rooms | Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,476,000 | 331,000 | 5,711,000 | 6,857,000 |
Rooms | USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 12,335,000 | 3,642,000 | 40,897,000 | 10,958,000 |
Food and Beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 24,494,000 | 8,537,000 | 60,976,000 | 39,417,000 |
Food and Beverage | California | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,024,000 | 2,895,000 | 17,942,000 | 10,936,000 |
Food and Beverage | Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,152,000 | 692,000 | 8,344,000 | 4,974,000 |
Food and Beverage | Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,384,000 | 3,175,000 | 18,732,000 | 12,535,000 |
Food and Beverage | Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,196,000 | 240,000 | 2,020,000 | 1,129,000 |
Food and Beverage | Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 580,000 | 9,000 | 706,000 | 1,215,000 |
Food and Beverage | Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 792,000 | 3,000 | 1,041,000 | 794,000 |
Food and Beverage | Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 512,000 | 4,000 | 767,000 | 3,482,000 |
Food and Beverage | USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,854,000 | 1,519,000 | 11,424,000 | 4,352,000 |
Other Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 14,123,000 | 8,099,000 | 40,439,000 | 30,633,000 |
Other Hotel | California | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,626,000 | 1,536,000 | 8,607,000 | 6,474,000 |
Other Hotel | Colorado | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,168,000 | 1,659,000 | 6,058,000 | 4,898,000 |
Other Hotel | Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,581,000 | 3,262,000 | 15,311,000 | 10,292,000 |
Other Hotel | Illinois | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 389,000 | 127,000 | 792,000 | 490,000 |
Other Hotel | Pennsylvania | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 243,000 | 58,000 | 490,000 | 377,000 |
Other Hotel | Washington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 550,000 | 118,000 | 1,046,000 | 540,000 |
Other Hotel | Washington, D.C. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 337,000 | 292,000 | 832,000 | 1,174,000 |
Other Hotel | USVI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,229,000 | $ 1,047,000 | $ 7,303,000 | $ 6,388,000 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Land | $ 480,530,000 | $ 480,530,000 | $ 455,298,000 | |||
Buildings and improvements | 1,222,422,000 | 1,222,422,000 | 1,190,437,000 | |||
Furniture, fixtures and equipment | 122,921,000 | 122,921,000 | 127,692,000 | |||
Construction in progress | 9,136,000 | 9,136,000 | 11,422,000 | |||
Residences | 12,746,000 | 12,746,000 | 0 | |||
Total cost | 1,847,755,000 | 1,847,755,000 | 1,784,849,000 | |||
Accumulated depreciation | (395,753,000) | (395,753,000) | (360,259,000) | |||
Investments in hotel properties, net | 1,452,002,000 | 1,452,002,000 | $ 1,424,590,000 | |||
Gain associated with proceeds received from insurance | $ 10,100,000 | 0 | 481,000 | |||
Proceeds from insurance carriers | 0 | $ 650,000 | 0 | $ 8,000,000 | ||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Investments in Hotel Properti_4
Investments in Hotel Properties, net - Mr. C Beverly Hills Hotel (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 05, 2021USD ($)residencesroom$ / sharesshares | Sep. 30, 2021room |
Real Estate Properties [Line Items] | ||
Number of rooms | room | 3,865 | |
Mr. C Beverly Hills Hotel and Luxury Residences | ||
Real Estate Properties [Line Items] | ||
Ownership interest acquired | 100.00% | |
Number of rooms | room | 138 | |
Number of real estate properties acquired | residences | 5 | |
Consideration transferred, cash | $ 10,000 | |
Strike price of warrants (in dollars per share) | $ / shares | $ 6 | |
Fair value of warrants | $ 1,500 | |
Fair value of assumed mortgage loan | 49,815 | |
Mortgages | Mr. C Beverly Hills Hotel and Luxury Residences | ||
Real Estate Properties [Line Items] | ||
Consideration transferred, debt assumed | 50,000 | |
Fair value of assumed mortgage loan | 49,800 | |
Repayment of assumed debt | $ 20,000 | |
Operating Partnership Units | Mr. C Beverly Hills Hotel and Luxury Residences | ||
Real Estate Properties [Line Items] | ||
Consideration transferred, equity issued (in shares) | shares | 2,500 | |
Consideration transferred, fair value of equity issued | $ 13,200 | |
Warrants | Mr. C Beverly Hills Hotel and Luxury Residences | ||
Real Estate Properties [Line Items] | ||
Consideration transferred, equity issued (in shares) | shares | 500 |
Investments in Hotel Properti_5
Investments in Hotel Properties, net - Schedule of Preliminary Estimated Fair Value of the Assets Acquired and Liabilities Assumed in the Acquisition (Details) - Mr. C Beverly Hills Hotel and Luxury Residences $ in Thousands | Aug. 05, 2021USD ($) |
Business Acquisition [Line Items] | |
Land | $ 25,232 |
Buildings and improvements | 35,689 |
Furniture, fixtures and equipment | 758 |
Residences | 12,746 |
Investments in hotel properties | 74,425 |
Inventories | 94 |
Mortgage loan | (49,815) |
Net assets (liabilities) | 24,704 |
Net other assets (liabilities) | $ (486) |
Investments in Hotel Properti_6
Investments in Hotel Properties, net - Schedule of Pro Forma Information Since Acquisition Date (Details) - Mr. C Beverly Hills Hotel and Luxury Residences - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 2,272 | $ 2,272 |
Net income (loss) | $ (1,203) | $ (1,203) |
Investments in Hotel Properti_7
Investments in Hotel Properties, net - Schedule of Pro Forma Financial Results (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Net income (loss) | $ (8,219) | $ (23,057) | $ (30,617) | $ (94,549) |
Mr. C Beverly Hills Hotel and Luxury Residences | ||||
Business Acquisition [Line Items] | ||||
Total revenue | 117,808 | 46,409 | 303,406 | 181,121 |
Net income (loss) | (7,114) | (23,939) | (30,418) | (97,449) |
Net income (loss) attributable to common stockholders | $ (7,898) | $ (20,675) | $ (34,082) | $ (84,203) |
Pro Forma income per share; | ||||
Basic (in dollars per share) | $ (0.13) | $ (0.61) | $ (0.70) | $ (2.54) |
Diluted (in dollars per share) | $ (0.13) | $ (0.61) | $ (0.70) | $ (2.54) |
Weighted average common shares outstanding (in thousands): | ||||
Basic (in shares) | 59,207 | 33,923 | 48,954 | 33,103 |
Diluted (in shares) | 59,207 | 33,923 | 48,954 | 33,103 |
Transaction costs | Mr. C Beverly Hills Hotel and Luxury Residences | ||||
Business Acquisition [Line Items] | ||||
Net income (loss) | $ 275 | $ 571 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) - USD ($) | Jul. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in unconsolidated entity | $ 117,000 | $ 26,000 | |||||
Carrying value of the investment in OpenKey | $ 1,627,000 | 1,627,000 | $ 1,708,000 | ||||
Equity in earnings (loss) of unconsolidated entity | $ (68,000) | $ (58,000) | $ (198,000) | (138,000) | |||
OpenKey | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest in OpenKey (as a percent) | 7.80% | 7.80% | 8.20% | 8.20% | |||
Investment in unconsolidated entity | $ 117,000 | ||||||
Aggregate equity method investments | $ 2,500,000 | $ 2,500,000 | |||||
Impairment | 0 | $ 0 | 0 | $ 0 | |||
Carrying value of the investment in OpenKey | $ 1,627,000 | $ 1,627,000 | $ 1,708,000 |
Indebtedness, net (Schedule of
Indebtedness, net (Schedule of Indebtedness) (Details) $ in Thousands | Feb. 22, 2021 | Jun. 08, 2020 | Sep. 30, 2021USD ($)extension | May 31, 2021USD ($) | May 18, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 1,181,203 | $ 1,128,724 | ||||
Capitalized default interest and late charges | 4,425 | 7,304 | ||||
Deferred loan costs, net | (3,997) | (5,434) | ||||
Discounts, net | (8,844) | 0 | ||||
Indebtedness, net | $ 1,172,787 | $ 1,130,594 | ||||
LIBOR rate | 0.08% | 0.144% | ||||
Mortgages | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Mortgages | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Mortgages | Mortgage Loan 2 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 67,500 | $ 67,500 | ||||
Number of extension options | extension | 3 | |||||
Term of extension options (in years) | 1 year | |||||
Mortgages | Mortgage Loan 2 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.00% | |||||
Mortgages | Mortgage Loan 4 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 435,000 | 435,000 | ||||
Number of extension options | extension | 5 | |||||
Term of extension options (in years) | 1 year | |||||
Mortgages | Mortgage Loan 4 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.16% | |||||
Mortgages | Mortgage Loan 1 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 42,500 | 42,500 | ||||
Number of extension options | extension | 3 | |||||
Term of extension options (in years) | 1 year | |||||
Mortgages | Mortgage Loan 1 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.95% | |||||
LIBOR floor (as a percent) | 1.00% | |||||
Mortgages | Mortgage Loan 6 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 99,750 | 100,000 | ||||
Mortgages | Mortgage Loan 6 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.65% | |||||
LIBOR floor (as a percent) | 0.25% | |||||
Mortgages | Mortgage Loan 3 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 51,000 | 51,000 | ||||
Mortgages | Mortgage Loan 3 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.55% | |||||
LIBOR floor (as a percent) | 0.25% | |||||
Mortgages | Mortgage Loan 5 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 40,000 | 40,000 | ||||
Mortgages | Mortgage Loan 5 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.55% | |||||
LIBOR floor (as a percent) | 0.25% | |||||
Mortgages | Mortgage Loan 7 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 54,000 | 54,000 | ||||
Mortgages | Mortgage Loan 7 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.10% | |||||
LIBOR floor (as a percent) | 0.25% | |||||
Mortgages | Mortgage Loan 8 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 195,203 | 197,229 | ||||
Mortgages | Mortgage Loan 8 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.70% | |||||
Mortgages | Mortgage Loan 10 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 30,000 | 0 | ||||
Mortgages | Mortgage Loan 10 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.60% | |||||
LIBOR floor (as a percent) | 1.50% | |||||
Mortgages | Mortgage Loan 9 | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 80,000 | 80,000 | ||||
Mortgages | Mortgage Loan 9 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.85% | |||||
LIBOR floor (as a percent) | 0.25% | |||||
Term Loan | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 0 | 61,495 | ||||
Term Loan | Term loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
LIBOR floor (as a percent) | 0.50% | |||||
Term Loan | Term loan | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Term Loan | Term loan | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.65% | 3.50% | ||||
Term Loan | Term loan | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Term Loan | Term loan | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.65% | 2.50% | ||||
Convertible Senior Notes | Convertible senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness, gross | $ 86,250 | $ 0 | ||||
Interest rate | 4.50% | 4.50% | ||||
Face amount of debt | $ 86,250 | $ 86,250 |
Indebtedness, net (Narrative) (
Indebtedness, net (Narrative) (Details) | Aug. 05, 2021USD ($) | May 31, 2021USD ($)day$ / shares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | May 18, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||
Gain (loss) recognized on loans | $ 0 | ||||||||
Amortization of principal amortization | $ 519,000 | $ 937,000 | $ 2,900,000 | $ 1,200,000 | |||||
Net proceeds from long-term debt | $ 83,231,000 | $ 109,317,000 | |||||||
Mortgages | Mr. C Beverly Hills Hotel and Luxury Residences | |||||||||
Debt Instrument [Line Items] | |||||||||
Consideration transferred, debt assumed | $ 50,000,000 | ||||||||
Repayment of assumed debt | 20,000,000 | ||||||||
Mortgages | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
Convertible senior notes | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | $ 86,250,000 | $ 86,250,000 | |||||||
Interest rate | 4.50% | 4.50% | 4.50% | ||||||
Net proceeds from long-term debt | $ 82,800,000 | ||||||||
Coupon interest expense | $ 970,000 | $ 1,400,000 | |||||||
Carrying amount of the equity component | 6,300,000 | ||||||||
Initial discount | $ 9,300,000 | ||||||||
Discount amortization | $ 391,000 | $ 576,000 | |||||||
Conversion rate | 0.1577909 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 6.34 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | day | 30 | ||||||||
Redemption price, percentage | 100.00% | ||||||||
Convertible senior notes | Convertible Senior Notes | Discount rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, measurement input | 0.071 | ||||||||
Mortgage Loan 10 | Mortgages | Mr. C Beverly Hills Hotel and Luxury Residences | |||||||||
Debt Instrument [Line Items] | |||||||||
Consideration transferred, debt assumed | 50,000,000 | ||||||||
Repayment of assumed debt | $ 20,000,000 | ||||||||
Mortgage Loan 10 | Mortgages | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.60% | ||||||||
Mortgage Loan 10 | Mortgages | LIBOR | Mr. C Beverly Hills Hotel and Luxury Residences | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.60% |
Derivative Instruments (Details
Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Interest rate derivatives - caps | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 962,500 | $ 779,000 | |
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 857,250 | $ 779,000 | |
Interest rate derivatives - caps | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 0.75% | 3.00% | |
Interest rate derivatives - caps | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 4.00% | 4.00% | |
Interest rate derivatives - caps | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 882,500 | $ 602,500 | |
Total cost of interest rate caps (in thousands) | $ 200 | $ 92 | |
Interest rate derivatives - caps | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 0.75% | 3.00% | |
Interest rate derivatives - caps | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 4.00% | 4.00% |
Derivative Instruments - Warran
Derivative Instruments - Warrants (Details) - Mr. C Beverly Hills Hotel and Luxury Residences $ / shares in Units, $ in Millions | Aug. 05, 2021USD ($)residences$ / sharesshares | Sep. 30, 2021shares |
Business Acquisition [Line Items] | ||
Number of real estate properties acquired | residences | 5 | |
Strike price of warrants (in dollars per share) | $ / shares | $ 6 | |
Warrants exercised (in shares) | 0 | |
Fair value of warrants | $ | $ 1.5 | |
Contractual Term | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input | 3 | |
Volatility | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input | 0.9793 | |
Dividend Rate | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input | 0 | |
Risk-Free Interest Rate | Valuation Technique, Option Pricing Model | Warrants | Fair Value, Inputs, Level 2 | ||
Business Acquisition [Line Items] | ||
Warrants, measurement input | 0.0038 | |
Warrants | ||
Business Acquisition [Line Items] | ||
Consideration transferred, equity issued (in shares) | 500,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 01, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Significance of current credit spreads to level 3 input considerations (as a percent) | 10.00% | 10.00% | ||||
LIBOR interest rate forward curve (as a percent) | 0.08% | 0.08% | 0.144% | |||
Derivative liabilities: | ||||||
Unrealized gain (loss) on derivatives | $ 142 | $ 3,561 | $ 64 | $ 3,748 | ||
Subsequent Event | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
LIBOR interest rate forward curve (as a percent) | 1.188% | |||||
Credit default swaps | Derivative assets | ||||||
Derivative liabilities: | ||||||
Derivative cost | 0 | 64 | 0 | 191 | ||
Fair Value, Recurring | ||||||
Derivative liabilities: | ||||||
Net | 142 | 21 | 64 | 133 | ||
Fair Value, Recurring | Derivative assets | ||||||
Derivative assets: | ||||||
Gain (Loss) Recognized in Income | (48) | 21 | (126) | 133 | ||
Fair Value, Recurring | Non-derivative assets | ||||||
Derivative assets: | ||||||
Gain (Loss) Recognized in Income | (48) | 21 | (126) | 133 | ||
Fair Value, Recurring | Derivative | ||||||
Derivative liabilities: | ||||||
Unrealized gain (loss) on derivatives | 142 | 3,561 | 64 | 3,748 | ||
Fair Value, Recurring | Interest rate derivatives - floors | ||||||
Derivative liabilities: | ||||||
Unrealized gain (loss) on derivatives | 0 | 3,540 | 0 | 3,615 | ||
Realized gain (loss) on interest rate floors | 0 | (3,540) | 0 | (3,615) | ||
Fair Value, Recurring | Interest rate derivatives - caps | ||||||
Derivative liabilities: | ||||||
Unrealized gain (loss) on derivatives | (48) | (30) | (126) | (93) | ||
Fair Value, Recurring | Interest rate derivatives - caps | Derivative assets | ||||||
Derivative assets: | ||||||
Gain (Loss) Recognized in Income | (48) | (30) | (126) | (93) | ||
Fair Value, Recurring | Credit default swaps | ||||||
Derivative liabilities: | ||||||
Unrealized gain (loss) on derivatives | 0 | 51 | 0 | 226 | ||
Fair Value, Recurring | Credit default swaps | Derivative assets | ||||||
Derivative assets: | ||||||
Gain (Loss) Recognized in Income | 0 | 51 | 0 | 226 | ||
Fair Value, Recurring | Warrants | ||||||
Derivative liabilities: | ||||||
Unrealized gain (loss) on derivatives | 190 | 0 | 190 | 0 | ||
Fair Value, Recurring | Warrants | Derivative liabilities | ||||||
Derivative liabilities: | ||||||
Gain (Loss) Recognized in Income | $ 190 | $ 0 | $ 190 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 74 | |
Derivative liabilities | 1,338 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 74 | |
Net | (1,264) | |
Quoted Market Prices (Level 1) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Net | 0 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 74 | |
Net | (1,264) | |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Net | 0 | |
Interest rate derivatives - caps | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 74 | |
Interest rate derivatives - caps | Quoted Market Prices (Level 1) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Interest rate derivatives - caps | Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 74 | |
Interest rate derivatives - caps | Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Warrants | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (1,338) | |
Warrants | Quoted Market Prices (Level 1) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | |
Warrants | Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (1,338) | |
Warrants | Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 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 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | $ 74 | |||
Derivative liabilities, Carrying value | 1,338 | $ 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 195,517 | 78,606 | $ 88,227 | $ 71,995 |
Restricted cash, Carrying value | 44,753 | 34,544 | $ 34,658 | $ 58,388 |
Accounts receivable, net, Carrying value | 17,317 | 13,557 | ||
Due from related parties, net, Carrying value | 1,910 | 991 | ||
Due from third-party hotel managers, Carrying value | 20,390 | 12,271 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 1,181,203 | 1,128,724 | ||
Accounts payable and accrued expenses, Carrying value | 89,265 | 61,758 | ||
Dividends and distributions payable, Carrying value | 2,112 | 2,736 | ||
Due to Ashford Inc., Carrying Value | 820 | 2,772 | ||
Due to third-party hotel managers, Carrying value | 1,665 | 1,393 | ||
Carrying Value | ||||
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | 74 | 0 | ||
Derivative liabilities, Carrying value | 1,338 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 195,517 | 78,606 | ||
Restricted cash, Carrying value | 44,753 | 34,544 | ||
Accounts receivable, net, Carrying value | 17,317 | 13,557 | ||
Due from related parties, net, Carrying value | 1,910 | 991 | ||
Due from third-party hotel managers, Carrying value | 20,390 | 12,271 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 1,172,359 | 1,128,724 | ||
Accounts payable and accrued expenses, Carrying value | 89,265 | 61,758 | ||
Dividends and distributions payable, Carrying value | 2,112 | 2,736 | ||
Due to Ashford Inc., Carrying Value | 820 | 2,772 | ||
Due to third-party hotel managers, Carrying value | 1,665 | 1,393 | ||
Estimated Fair Value | ||||
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Estimated fair value | 74 | 0 | ||
Derivative liabilities, Estimated fair value | 1,338 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Estimated fair value | 195,517 | 78,606 | ||
Restricted cash, Estimated fair value | 44,753 | 34,544 | ||
Accounts receivable, net, Estimated fair value | 17,317 | 13,557 | ||
Due from related parties, net, Estimated fair value | 1,910 | 991 | ||
Due from third-party hotel managers, Estimated fair value | 20,390 | 12,271 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Estimated fair value | 89,265 | 61,758 | ||
Dividends and distributions payable, Estimated fair value | 2,112 | 2,736 | ||
Due to Ashford Inc., Fair Value Disclosure | 820 | 2,772 | ||
Due to third-party hotel managers, Estimated fair value | 1,665 | 1,393 | ||
Minimum | Estimated Fair Value | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 968,075 | 884,325 | ||
Maximum | Estimated Fair Value | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 1,069,978 | $ 977,411 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (in days) | 90 days | |
Indebtedness, Carrying value | $ 1,181,203 | $ 1,128,724 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, Carrying value | $ 1,172,359 | $ 1,128,724 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 82.60% | 78.30% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 91.30% | 86.60% |
Income (Loss) Per Share (Reconc
Income (Loss) Per Share (Reconciliation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) attributable to common stockholders - basic and diluted: | ||||
Net income (loss) attributable to the Company | $ (6,946) | $ (18,677) | $ (24,887) | $ (79,538) |
Less: Dividends on preferred stock | (1,977) | (2,554) | (6,258) | (7,664) |
Less: Loss on extinguishment of preferred stock - Series B | (111) | 0 | (4,595) | 0 |
Undistributed net income (loss) allocated to common stockholders | (9,034) | (21,231) | (35,740) | (87,202) |
Distributed and undistributed net income (loss) - basic | (9,034) | (21,231) | (35,740) | (87,202) |
Distributed and undistributed net income (loss) - diluted | $ (9,034) | $ (21,231) | $ (35,740) | $ (87,202) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding – basic (in shares) | 59,207 | 33,923 | 48,954 | 33,103 |
Weighted average common shares outstanding – diluted (in shares) | 59,207 | 33,923 | 48,954 | 33,103 |
Income (loss) per share - basic: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.15) | $ (0.63) | $ (0.73) | $ (2.63) |
Income (loss) per share - diluted: | ||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.15) | $ (0.63) | $ (0.73) | $ (2.63) |
Income (Loss) Per Share (Antidi
Income (Loss) Per Share (Antidilutive) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Loss on extinguishment of preferred stock - Series B | $ 111 | $ 0 | $ 4,595 | $ 0 |
Total | $ 1,801 | $ (652) | $ 7,204 | $ (4,847) |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 24,109 | 10,870 | 16,883 | 10,984 |
Series E Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 90 | $ 90 | ||
Series M Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 4 | $ 4 | ||
Restricted Stock | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 89 | 0 | 100 | 25 |
Operating Partnership Units | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (823) | $ (2,381) | $ (3,184) | $ (10,036) |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 5,564 | 3,863 | 4,543 | 3,940 |
Equity Unit Purchase Agreements | Series B Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 1,058 | $ 1,729 | $ 3,689 | $ 5,189 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 4,115 | 6,728 | 4,781 | 6,728 |
Equity Unit Purchase Agreements | Series E Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 90 | $ 0 | $ 90 | $ 0 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 700 | 0 | 233 | 0 |
Equity Unit Purchase Agreements | Series M Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 4 | $ 0 | $ 4 | $ 0 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 32 | 0 | 11 | 0 |
Series B Preferred Stock | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Loss on extinguishment of preferred stock - Series B | $ 111 | $ 0 | $ 4,595 | $ 0 |
Exchanged Shares of Series B Preferred Stock | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 269 | 485 | 288 |
Contingently Issuable Shares | ||||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 10 | 0 | 3 |
Convertible Senior Notes | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Interest expense on Convertible Senior Notes | $ 1,361 | $ 0 | $ 2,010 | $ 0 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 13,609 | 0 | 6,730 | 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest in Operating Partnership (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | Aug. 05, 2021 | May 11, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Operating Partnership Units | Mr. C Beverly Hills Hotel and Luxury Residences | ||||
Noncontrolling Interest [Line Items] | ||||
Consideration transferred, equity issued (in shares) | 2,500 | |||
Long Term Incentive Plan Units | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period (in years) | 3 years | 3 years | 3 years | |
Units granted or issued (in shares) | 202 | 244 | ||
Fair value of units granted | $ 1,400 | $ 1,700 | ||
Other than options (in shares) | 2,400 | |||
Units which have not reached full economic parity with the common units (in shares) | 572 | |||
Long Term Incentive Plan Units | Director | ||||
Noncontrolling Interest [Line Items] | ||||
Units granted or issued (in shares) | 23 | |||
Fair value of units granted | $ 164 | |||
Performance Long Term Incentive Plan Units | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period (in years) | 3 years | 3 years | ||
Units granted or issued (in shares) | 840 | |||
Fair value of units granted | $ 5,700 | |||
Units which have not reached full economic parity with the common units (in shares) | 900 | |||
Performance Shares | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Units granted or issued (in shares) | 446 | |||
Fair value of units granted | $ 6,000 | |||
Performance Shares | 2021 Grants | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Minimum | Performance Long Term Incentive Plan Units | 2019 and 2020 Grants | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target (as a percent) | 0.00% | |||
Minimum | Performance Shares | 2019 and 2020 Grants | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target (as a percent) | 0.00% | |||
Minimum | Performance Shares | 2021 Grants | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target (as a percent) | 0.00% | |||
Maximum | Performance Long Term Incentive Plan Units | 2019 and 2020 Grants | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target (as a percent) | 200.00% | |||
Maximum | Performance Shares | 2019 and 2020 Grants | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target (as a percent) | 200.00% | |||
Maximum | Performance Shares | 2021 Grants | ||||
Noncontrolling Interest [Line Items] | ||||
Award performance target (as a percent) | 200.00% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests in Operating Partnership (Redeemable Noncontrolling Interests) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interests in Braemar OP | $ 39,948 | $ 39,948 | $ 27,655 | |||
Adjustments to redeemable noncontrolling interests | 2,856 | $ (8) | (69) | $ 18 | ||
Braemar Hotels & Resorts, Inc. | ||||||
Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interests in Braemar OP | $ 39,948 | 39,948 | $ 27,655 | |||
Adjustments to redeemable noncontrolling interests | $ 167 | $ 236 | ||||
Ownership percentage of operating partnership | 8.35% | 8.35% | 9.43% |
..Redeemable Noncontrolling Int
..Redeemable Noncontrolling Interests in Operating Partnership (Allocated Redeemable Noncontrolling Interests) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | ||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 823 | $ 2,381 | $ 3,184 | $ 10,036 |
Redeemable Noncontrolling Int_5
Redeemable Noncontrolling Interests in Operating Partnership (Units Redeemed) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Temporary Equity [Line Items] | ||||
Fair value of common units converted | $ (17) | $ (3,454) | ||
Historical cost | $ 3,500 | |||
Operating Partnership Units | ||||
Temporary Equity [Line Items] | ||||
Common units converted to common stock (in shares) | 0 | 0 | 2 | 339 |
Fair value of common units converted | $ 0 | $ 0 | $ 15 | $ 390 |
Equity and Stock-Based Compen_3
Equity and Stock-Based Compensation (Narrative) (Details) | Sep. 30, 2021USD ($)$ / sharesshares | Jul. 12, 2021USD ($) | May 25, 2021USD ($) | May 11, 2021USD ($)shares | Apr. 21, 2021shares | Feb. 04, 2021USD ($)dayshares | Mar. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021 | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020$ / shares | Dec. 11, 2017USD ($) | Dec. 05, 2017USD ($)$ / shares |
Class of Stock [Line Items] | |||||||||||||||
Dividends declared | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Fair value of common stock issued | $ 34,232,000 | $ 6,410,000 | $ 99,809,000 | $ 6,410,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Restricted Stock Units (RSUs) | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Units granted (in shares) | shares | 215,000 | 504,000 | |||||||||||||
Fair value of units granted | $ 1,500,000 | $ 3,500,000 | |||||||||||||
Vesting period (in years) | 3 years | 3 years | |||||||||||||
Performance Shares | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Units granted (in shares) | shares | 446,000 | ||||||||||||||
Fair value of units granted | $ 6,000,000 | ||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||
Award service period (in years) | 3 years | ||||||||||||||
Performance Shares | 2021 Grants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||
Performance Shares | Minimum | 2019 and 2020 Grants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Award performance target (as a percent) | 0.00% | ||||||||||||||
Performance Shares | Minimum | 2021 Grants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Award performance target (as a percent) | 0.00% | ||||||||||||||
Performance Shares | Maximum | 2019 and 2020 Grants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Award performance target (as a percent) | 200.00% | ||||||||||||||
Performance Shares | Maximum | 2021 Grants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Award performance target (as a percent) | 200.00% | ||||||||||||||
Private Placement | YA | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares sold (in shares) | shares | 0 | 1,700,000 | |||||||||||||
Proceeds received | $ 0 | $ 10,000,000 | |||||||||||||
Shares authorized (in shares) | shares | 7,780,786 | ||||||||||||||
Anniversary of agreement (in months) | 36 months | ||||||||||||||
Percentage of the Market Price | 95.00% | ||||||||||||||
Ownership threshold (as a percent) | 4.99% | ||||||||||||||
Consecutive trading days after advance notice | day | 5 | ||||||||||||||
Maximum advance shares (in shares) | shares | 1,200,000 | ||||||||||||||
Price per share percentage of average daily VWAP | 100.00% | ||||||||||||||
Consecutive trading days prior to advance notice | day | 5 | ||||||||||||||
Structuring fee | $ 10,000 | ||||||||||||||
Private Placement | Lincoln Park | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares sold (in shares) | shares | 15,000 | 0 | 781,000 | ||||||||||||
Proceeds received | $ 0 | $ 4,217,000 | |||||||||||||
Shares authorized (in shares) | shares | 8,893,565 | ||||||||||||||
May 2021 Equity Distribution Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares sold (in shares) | shares | 2,367,000 | 8,339,000 | |||||||||||||
Proceeds received | $ 13,287,000 | $ 49,500,000 | |||||||||||||
May 2021 Equity Distribution Agreement | Virtu | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Maximum offering price | $ 50,000,000 | ||||||||||||||
Percentage of the gross sales price | 0.01% | ||||||||||||||
July 2021 Equity Distribution Agreements | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares sold (in shares) | shares | 4,183,000 | 4,183,000 | |||||||||||||
Proceeds received | $ 21,149,000 | $ 21,149,000 | |||||||||||||
July 2021 Equity Distribution Agreements | Virtu | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Maximum offering price | $ 100,000,000 | ||||||||||||||
Percentage of the gross sales price | 1.00% | ||||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common shares issued (in shares) | shares | 6,550,000 | 3,046,000 | 17,714,000 | 3,046,000 | |||||||||||
Fair value of common stock issued | $ 66,000 | $ 30,000 | $ 178,000 | $ 30,000 | |||||||||||
Shares of stock repurchased during period (in shares) | shares | 1,000 | 50,000 | 36,000 | ||||||||||||
Common Stock | Director | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common shares issued (in shares) | shares | 46,000 | ||||||||||||||
Fair value of common stock issued | $ 322,000 | ||||||||||||||
Common Stock | At-The-Market Equity Distribution | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Maximum offering price | $ 50,000,000 | ||||||||||||||
Shares sold (in shares) | shares | 7,400,000 | ||||||||||||||
Proceeds received | $ 30,500,000 | ||||||||||||||
Stock Repurchase Program | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Share repurchase program authorized amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||||
Shares of stock repurchased during period (in shares) | shares | 0 | 0 | |||||||||||||
Series D Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock dividend rate | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | ||||||||||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 2.0625 |
Equity and Stock-Based Compen_4
Equity and Stock-Based Compensation (Preferred Stock Dividends) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Series D Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Series D Cumulative Preferred Stock | $ 825,000 | $ 825,000 | $ 2,475,000 | $ 2,475,000 |
Equity and Stock-Based Compen_5
Equity and Stock-Based Compensation (Issuance Activity) (Details) - USD ($) $ in Thousands | Apr. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Private Placement, Shares Sold | Lincoln Park | |||||
Class of Stock [Line Items] | |||||
Common shares issued/sold (in shares) | 0 | 766,000 | |||
Private Placement, Additional Commitment Shares | Lincoln Park | |||||
Class of Stock [Line Items] | |||||
Common shares issued/sold (in shares) | 0 | 15,000 | |||
Private Placement | Lincoln Park | |||||
Class of Stock [Line Items] | |||||
Common shares issued/sold (in shares) | 15,000 | 0 | 781,000 | ||
Net proceeds | $ 0 | $ 4,217 | |||
May 2021 Equity Distribution Agreement | |||||
Class of Stock [Line Items] | |||||
Common shares issued/sold (in shares) | 2,367,000 | 8,339,000 | |||
Gross proceeds received | $ 13,421 | $ 50,000 | |||
Commissions and other expenses | 134 | 500 | |||
Net proceeds | $ 13,287 | $ 49,500 | |||
July 2021 Equity Distribution Agreements | |||||
Class of Stock [Line Items] | |||||
Common shares issued/sold (in shares) | 4,183,000 | 4,183,000 | |||
Gross proceeds received | $ 21,363 | $ 21,363 | |||
Commissions and other expenses | 214 | 214 | |||
Net proceeds | $ 21,149 | $ 21,149 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares issued/sold (in shares) | 0 | 3,046,000 | 2,711,000 | 3,046,000 | |
Gross proceeds received | $ 0 | $ 7,715 | $ 16,119 | $ 7,715 | |
Commissions and other expenses | 0 | 97 | 202 | 97 | |
Net proceeds | $ 0 | $ 7,618 | $ 15,917 | $ 7,618 |
Equity and Stock-Based Compen_6
Equity and Stock-Based Compensation (Issuance Activity Under the SEDA) (Details) - Private Placement - YA - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Common shares issued/sold (in shares) | 0 | 1,700 |
Proceeds received | $ 0 | $ 10,000 |
Preferred Stock (Details)
Preferred Stock (Details) | Jun. 30, 2021USD ($) | Apr. 02, 2021$ / sharesshares | Dec. 04, 2019USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)day$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Class of Stock [Line Items] | |||||||||||
Series Preferred Stock | $ 1,977,000 | $ 2,554,000 | $ 6,258,000 | $ 7,664,000 | |||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common Shares Issued (in shares) | shares | 120,000 | 7,291,000 | |||||||||
Equity Distribution Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Maximum offering price | $ 40,000,000 | ||||||||||
Percentage of the gross sales price | 2.00% | ||||||||||
Series B Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock dividend rate | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||
Initial conversion/redemption price (in dollars per share) | $ / shares | $ 18.70 | $ 18.70 | |||||||||
Temporary equity 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 | $ 25 | |||||||||
Redemption percent of liquidation preference | 103.00% | 103.00% | |||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
Series Preferred Stock | $ 1,058,000 | $ 1,729,000 | $ 3,689,000 | $ 5,189,000 | |||||||
Preferred Shares Tendered (in shares) | shares | 30,000 | 1,953,000 | |||||||||
Issuance of preferred stock (in shares) | shares | 23,000 | ||||||||||
Series Preferred Stock | $ 66,064,000 | $ 65,426,000 | $ 107,352,000 | $ 65,426,000 | $ 107,352,000 | $ 106,949,000 | $ 66,064,000 | $ 107,352,000 | $ 106,920,000 | ||
Series B Preferred Stock | Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Series Preferred Stock shares issued (in shares) | shares | 0 | 0 | 0 | 23,000 | |||||||
Gross proceeds received | $ 0 | $ 0 | $ 0 | $ 439,000 | |||||||
Commissions and other expenses | 0 | 0 | 0 | 7,000 | |||||||
Net proceeds | $ 0 | $ 0 | $ 0 | $ 432,000 | |||||||
Series B Preferred Stock | Equity Distribution Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares sold (in shares) | shares | 65,000 | ||||||||||
Proceeds received | 1,200,000 | ||||||||||
Series B Preferred Stock | Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percent of conversion price | 110.00% | 110.00% | |||||||||
Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Initial conversion/redemption price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
Temporary equity conversion rate | 5.69476 | ||||||||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
Period of preferred dividends in arrears (in months) | 18 months | ||||||||||
Redemption fee, percent of stated value on the original issue date | 8.00% | 8.00% | |||||||||
Redemption fee, percent of stated value beginning on the first anniversary | 5.00% | 5.00% | |||||||||
Redemption fee, percent of stated value beginning on the third anniversary | 0.00% | 0.00% | |||||||||
Issuance of preferred stock (in shares) | shares | 266,000 | 266,000 | |||||||||
Net proceeds | $ 5,976,000 | $ 5,976,000 | |||||||||
Series Preferred Stock | 0 | 6,110,000 | 6,110,000 | 0 | $ 0 | ||||||
Adjustments to Series Preferred Stock | 1,906,000 | 0 | |||||||||
Dividends declared on Series Preferred Stock | $ 90,000 | $ 90,000 | |||||||||
Series E Preferred Stock | Initial Closing Date | |||||||||||
Class of Stock [Line Items] | |||||||||||
Temporary equity, dividend rate (as a percent) | 0.0008% | ||||||||||
Series E Preferred Stock | First Anniversary From Initial Closing Date | |||||||||||
Class of Stock [Line Items] | |||||||||||
Temporary equity, dividend rate (as a percent) | 0.0775% | ||||||||||
Series E Preferred Stock | Second Anniversary From Initial Closing Date | |||||||||||
Class of Stock [Line Items] | |||||||||||
Temporary equity, dividend rate (as a percent) | 0.00075% | ||||||||||
Series E Preferred Stock | Equity Distribution Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 20,000,000 | ||||||||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 | ||||||||||
Series E Preferred Stock | Dividend Reinvestment Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 8,000,000 | ||||||||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 | ||||||||||
Series M Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock dividend rate | 0.00082% | ||||||||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 | $ 25 | $ 25 | ||||||||
Redemption fee, percent of stated value on the original issue date | 1.50% | 1.50% | |||||||||
Redemption fee, percent of stated value beginning on the first anniversary | 0.00% | 0.00% | |||||||||
Issuance of preferred stock (in shares) | shares | 15,000 | 15,000 | |||||||||
Net proceeds | $ 355,000 | $ 355,000 | |||||||||
Series Preferred Stock | $ 0 | 361,000 | 361,000 | 0 | $ 0 | ||||||
Adjustments to Series Preferred Stock | (111,000) | $ 0 | |||||||||
Dividends declared on Series Preferred Stock | $ 4,000 | $ 4,000 | |||||||||
Dividend rate (in dollars per share) | $ / shares | $ 2.05 | ||||||||||
Dividend rate increase each year from original issuance (as a percent) | 0.10% | ||||||||||
Dividend rate, maximum percentage of stated value | 8.70% | 8.70% | |||||||||
Series M Preferred Stock | Equity Distribution Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 20,000,000 | ||||||||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 | ||||||||||
Series M Preferred Stock | Dividend Reinvestment Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of temporary equity, number of shares authorized in transaction (in shares) | shares | 8,000,000 | ||||||||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Dec. 31, 2020USD ($) | Mar. 20, 2020USD ($) | Sep. 25, 2019USD ($) | Jan. 15, 2019USD ($) | Aug. 08, 2018USD ($) | Sep. 30, 2021USD ($)hotel | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($)hotel | Sep. 30, 2021USD ($)hotel | Sep. 30, 2020USD ($)hotel |
Related Party Transaction [Line Items] | |||||||||||
Base fee, net asset fee adjustment (as a percent) | 0.70% | 0.70% | |||||||||
Minimum base fee (as a percent) | 90.00% | 90.00% | |||||||||
Term of advisory agreement (in years) | 3 years | ||||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | $ 400,000,000 | |||||||||
Capital contributions | 3,750,000 | ||||||||||
Due to Ashford Inc. | 2,772,000 | $ 820,000 | $ 820,000 | ||||||||
Advisory agreement, percent of total construction costs | 6.50% | ||||||||||
Advisory agreement, construction management fees (as a percent) | 10.00% | ||||||||||
Advisory agreement, interior design fees (as a percent) | 6.00% | ||||||||||
Advisory agreement, FF&E purchasing fees (as a percent) | 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 (as a percent) | 6.00% | ||||||||||
Number of hotel properties | hotel | 14 | 13 | 14 | 13 | |||||||
Due from related parties, net | $ 991,000 | $ 1,910,000 | $ 1,910,000 | ||||||||
Gain on legal settlement | 0 | $ 0 | 989,000 | $ 0 | |||||||
Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 50.00% | 25.00% | |||||||||
Ashford Inc. | Ashford Trust | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 0.00% | 75.00% | |||||||||
Ashford Inc. | Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Allocation percentage | 50.00% | ||||||||||
Purchase of FF&E | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction amount | $ 144,000 | ||||||||||
Design and construction fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of project costs | 4.00% | ||||||||||
Lismore Capital | Subsidiaries | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction amount | $ 1,400,000 | $ 4,100,000 | |||||||||
Advisory services, expense included in write-off of loan costs and exit fees | 0 | $ 1,200,000 | 341,000 | $ 2,700,000 | |||||||
Lismore Capital | Periodic installments | Subsidiaries | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction amount | 1,400,000 | ||||||||||
Amount expensed | 683,000 | ||||||||||
Payment amount to be offset against future fees | 681,000 | ||||||||||
Lismore Capital | Success fees | Subsidiaries | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction amount | $ 1,400,000 | ||||||||||
Lismore Capital | Debt placement fee | Subsidiaries | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount expensed | 150,000 | ||||||||||
Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount funded | 2,800,000 | 2,800,000 | |||||||||
Ashford Inc. | Other Assets | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount funded | 144,000 | 144,000 | |||||||||
Ashford LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
ERFP agreement, percent of property acquisition price | 10.00% | ||||||||||
ERFP agreement, funding term (in years) | 2 years | ||||||||||
ERFP agreement, initial term (in years) | 2 years | ||||||||||
ERFP agreement, renewal term (in years) | 1 year | ||||||||||
ERFP agreement, notice term (in days) | 60 days | ||||||||||
Ashford LLC | Hotel FF&E | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from sale of hotel FF&E | $ 1,600,000 | ||||||||||
Gain on sale of hotel FF&E | $ 0 | $ 197,000 | |||||||||
Remington Hotels | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of hotel properties managed by related party | hotel | 4 | 4 | |||||||||
Ashford Trust | Legal settlement | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties, net | $ 800,000 | $ 800,000 | |||||||||
Gain on legal settlement | 800,000 | ||||||||||
Maximum | Ashford Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Funding amount | $ 15,000,000 | ||||||||||
Maximum | Ashford LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
ERFP agreement, commitment | $ 50,000,000 | ||||||||||
ERFP agreement, commitment with increase | $ 100,000,000 | ||||||||||
Minimum | Management fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly property management fee | $ 15,000 | ||||||||||
Property management fee, percent | 3.00% | ||||||||||
Minimum | Remington Hotels | Management fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly property management fee | $ 14,000 | ||||||||||
Property management fee, percent | 3.00% |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Advisory Services Fee) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Advisory services fee | $ 4,809 | $ 4,575 | $ 16,343 | $ 14,545 |
Ashford LLC | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 4,809 | 4,575 | 16,343 | 14,545 |
Ashford LLC | Affiliated Entity | Base advisory fee | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 2,758 | 2,386 | 7,981 | 7,579 |
Ashford LLC | Affiliated Entity | Reimbursable expenses | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 694 | 404 | 1,696 | 1,360 |
Ashford LLC | Affiliated Entity | Equity-based compensation | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | 2,994 | 1,785 | 6,666 | 5,606 |
Ashford LLC | Affiliated Entity | Incentive fee | ||||
Related Party Transaction [Line Items] | ||||
Advisory services fee | $ (1,637) | $ 0 | $ 0 | $ 0 |
Related Party Transactions (S_2
Related Party Transactions (Schedule of Reimbursed Operating Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Ashford Inc. | ||||
Related Party Transaction [Line Items] | ||||
Corporate, general and administrative | $ 642 | $ 228 | $ 1,505 | $ 558 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Aug. 05, 2021 | Sep. 30, 2021USD ($)managementCompanyhotel | Sep. 30, 2020hotel | Jul. 20, 2020USD ($) | Dec. 20, 2016hotelmanagementCompany |
Loss Contingencies [Line Items] | |||||
Number of hotel properties | hotel | 14 | 13 | |||
Pending Litigation | Accor | |||||
Loss Contingencies [Line Items] | |||||
Incorrect amount payable to cure performance test failure | $ 1,031,549 | ||||
Correct amount payable to cure performance test failure | $ 535,120 | ||||
Amounts accrued | $ 0 | ||||
Pending Litigation | California Hotel Employment Policies and Practices | |||||
Loss Contingencies [Line Items] | |||||
Amounts accrued | $ 500,000 | ||||
Number of hotel management companies | managementCompany | 1 | ||||
Number of hotel properties | hotel | 1 | ||||
Class Action Lawsuit, California Employment Laws | |||||
Loss Contingencies [Line Items] | |||||
Amounts accrued | $ 0 | ||||
Number of hotel management companies | managementCompany | 1 | ||||
Number of hotel properties | hotel | 2 | ||||
Intellectual Property Sublease Agreement | |||||
Loss Contingencies [Line Items] | |||||
Licensing fee, percent fee of total operating revenue | 1.00% | ||||
Licensing fee, percent fee of gross food and beverage revenues | 2.00% | ||||
Licensing fee, percent fee of food and beverage profits | 25.00% | ||||
Minimum | Management fees | |||||
Loss Contingencies [Line Items] | |||||
Monthly property management fee | $ 15,000 | ||||
Property management fee, percent | 3.00% | ||||
Minimum | Restricted Cash | |||||
Loss Contingencies [Line Items] | |||||
Replacement reserve escrow as percentage of property revenue | 4.00% | ||||
Minimum | Management fees | |||||
Loss Contingencies [Line Items] | |||||
Property management fee, percent | 2.50% | ||||
Maximum | Pending Litigation | California Hotel Employment Policies and Practices | |||||
Loss Contingencies [Line Items] | |||||
Potential loss amount | $ 500,000 | ||||
Maximum | Restricted Cash | |||||
Loss Contingencies [Line Items] | |||||
Replacement reserve escrow as percentage of property revenue | 5.00% | ||||
Maximum | Management fees | |||||
Loss Contingencies [Line Items] | |||||
Property management fee, percent | 5.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Licensing Fees Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Commitments [Line Items] | ||||
Other hotel expenses | $ 77,043 | $ 37,806 | $ 199,317 | $ 146,093 |
Intellectual Property Sublease Agreement | ||||
Other Commitments [Line Items] | ||||
Other hotel expenses | $ 53 | $ 53 |
Segment Reporting (Details)
Segment Reporting (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |