Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 08, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 347,153 | ||
Entity Common Stock, Shares Outstanding | 65,348,848 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement pertaining to the 2022 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001574085 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
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 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Investments in hotel properties, gross | $ 1,845,078 | $ 1,784,849 |
Accumulated depreciation | (399,481) | (360,259) |
Investments in hotel properties, net | 1,445,597 | 1,424,590 |
Cash and cash equivalents | 215,998 | 78,606 |
Restricted cash | 47,376 | 34,544 |
Accounts receivable, net of allowance of $126 and $227, respectively | 23,701 | 13,557 |
Inventories | 3,128 | 2,551 |
Prepaid expenses | 4,352 | 4,405 |
Investment in unconsolidated entity | 1,689 | 1,708 |
Derivative assets | 139 | 0 |
Operating lease right-of-use assets | 80,462 | 81,260 |
Other assets | 23,588 | 14,898 |
Intangible assets, net | 4,261 | 4,640 |
Due from related parties, net | 1,770 | 991 |
Due from third-party hotel managers | 27,461 | 12,271 |
Total assets | 1,879,522 | 1,674,021 |
Liabilities: | ||
Indebtedness, net | 1,172,678 | 1,130,594 |
Accounts payable and accrued expenses | 96,316 | 61,758 |
Dividends and distributions payable | 2,173 | 2,736 |
Due to Ashford Inc. | 1,474 | 2,772 |
Due to third-party hotel managers | 610 | 1,393 |
Operating lease liabilities | 60,937 | 60,917 |
Other liabilities | 20,034 | 18,077 |
Derivative liabilities | 1,435 | 0 |
Total liabilities | 1,355,657 | 1,278,247 |
Commitments and contingencies (note 16) | ||
Redeemable noncontrolling interests in operating partnership | 36,087 | 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 December 31, 2021 and December 31, 2020 | 16 | 16 |
Common stock, $0.01 par value, 250,000,000 shares authorized, 65,365,470 and 38,274,770 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 653 | 382 |
Additional paid-in capital | 707,418 | 541,870 |
Accumulated deficit | (309,240) | (266,010) |
Total stockholders’ equity of the Company | 398,847 | 276,258 |
Noncontrolling interest in consolidated entities | (16,549) | (15,088) |
Total equity | 382,298 | 261,170 |
Total liabilities and equity | 1,879,522 | 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 December 31, 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 December 31, 2021 and December 31, 2020 | 39,339 | 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 December 31, 2021 and December 31, 2020 | $ 715 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ASSETS | ||
Allowance for doubtful notes receivable | $ 126 | $ 227 |
Liabilities [Abstract] | ||
Series B preferred stock, shares outstanding (in shares) | 7,158,000 | 4,277,000 |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 65,365,470 | 38,274,770 |
Common stock, shares outstanding (in shares) | 65,365,470 | 38,274,770 |
Series B Preferred Stock | ||
Liabilities [Abstract] | ||
Temporary equity, dividend rate (as a percent) | 5.50% | 5.50% |
Series preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series B preferred stock, shares issued (in shares) | 3,078,017 | 5,031,473 |
Series B preferred stock, shares outstanding (in shares) | 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 |
Series B preferred stock, shares issued (in shares) | 1,710,399 | 0 |
Series B preferred stock, shares outstanding (in shares) | 1,710,399 | 0 |
Series M Preferred Stock | ||
Liabilities [Abstract] | ||
Preferred stock dividend rate (in dollars per share) | 0.00082% | |
Series preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series B preferred stock, shares issued (in shares) | 29,044 | 0 |
Series B preferred stock, shares outstanding (in shares) | 29,044 | 0 |
Series D Preferred Stock | ||
Liabilities [Abstract] | ||
Preferred stock dividend rate (in dollars per share) | 8.25% | 8.25% |
Preferred stock, $0.01 value, 80,000,000 shares authorized: | ||
Preferred stock, shares issued (in shares) | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding (in shares) | 1,600,000 | 1,600,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | |||
Total revenue | $ 427,542 | $ 226,974 | $ 487,614 |
Hotel operating expenses: | |||
Total hotel operating expenses | 287,026 | 189,977 | 323,612 |
Property taxes, insurance and other | 34,997 | 28,483 | 27,985 |
Depreciation and amortization | 73,762 | 73,371 | 70,112 |
Advisory services fee | 22,641 | 18,486 | 20,527 |
(Gain) loss on legal settlements | (917) | 0 | 0 |
Transaction costs | 563 | 0 | 704 |
Corporate general and administrative | 8,717 | 6,657 | 5,435 |
Total expenses | 426,789 | 316,974 | 448,375 |
Gain (loss) on insurance settlement and disposition of assets | 696 | 10,149 | 25,165 |
OPERATING INCOME (LOSS) | 1,449 | (79,851) | 64,404 |
Equity in earnings (loss) of unconsolidated entity | (252) | (217) | (199) |
Interest income | 48 | 176 | 1,087 |
Other income (expense) | 0 | (5,126) | (13,947) |
Interest expense and amortization of discounts and loan costs | (30,901) | (45,104) | (54,507) |
Write-off of loan costs and exit fees | (1,963) | (3,920) | (647) |
Unrealized gain (loss) on investment in Ashford Inc. | 0 | 0 | 7,872 |
Unrealized gain (loss) on derivatives | 32 | 4,959 | (1,103) |
INCOME (LOSS) BEFORE INCOME TAXES | (31,587) | (129,083) | 2,960 |
Income tax (expense) benefit | (1,324) | 4,406 | (1,764) |
NET INCOME (LOSS) | (32,911) | (124,677) | 1,196 |
(Income) loss from consolidated entities attributable to noncontrolling interests | 2,650 | 6,436 | (2,032) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 3,597 | 12,979 | 1,207 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (26,664) | (105,262) | 371 |
Preferred dividends | (8,745) | (10,219) | (10,142) |
Gain (loss) on extinguishment of preferred stock | (4,595) | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (40,004) | $ (115,481) | $ (9,771) |
INCOME (LOSS) PER SHARE - BASIC: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.76) | $ (3.39) | $ (0.32) |
Weighted average common shares outstanding – basic (in shares) | 52,684 | 33,998 | 32,289 |
INCOME (LOSS) PER SHARE - DILUTED: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.76) | $ (3.39) | $ (0.32) |
Weighted average common shares outstanding – diluted (in shares) | 52,684 | 33,998 | 32,289 |
Total hotel revenue | |||
REVENUE | |||
Total revenue | $ 427,542 | $ 226,974 | $ 487,607 |
Rooms | |||
REVENUE | |||
Total revenue | 280,568 | 136,265 | 303,848 |
Hotel operating expenses: | |||
Total hotel operating expenses | 59,818 | 38,054 | 70,297 |
Food and beverage | |||
REVENUE | |||
Total revenue | 90,299 | 50,263 | 115,085 |
Hotel operating expenses: | |||
Total hotel operating expenses | 75,177 | 46,246 | 85,679 |
Other hotel | |||
REVENUE | |||
Total revenue | 56,675 | 40,446 | 68,674 |
Hotel operating expenses: | |||
Total hotel operating expenses | 138,914 | 98,467 | 151,063 |
Management fees | |||
Hotel operating expenses: | |||
Total hotel operating expenses | 13,117 | 7,210 | 16,573 |
Other | |||
REVENUE | |||
Total revenue | $ 0 | $ 0 | $ 7 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME (LOSS) | $ (32,911) | $ (124,677) | $ 1,196 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Total other comprehensive income (loss) | 0 | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | (32,911) | (124,677) | 1,196 |
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 2,650 | 6,436 | (2,032) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 3,597 | 12,979 | 1,207 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (26,664) | $ (105,262) | $ 371 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Series D Preferred Stock | Series B Preferred Stock | Series E Preferred Stock | Series M Preferred Stock | Preferred Stock | Preferred StockSeries D Preferred Stock | Preferred StockSeries B Preferred Stock | Preferred StockSeries E Preferred Stock | Preferred StockSeries M 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 | Ashford Inc. | Ashford Inc.Accumulated Deficit | Ashford Inc.Redeemable Noncontrolling Interests in Operating Partnership | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentAccumulated Deficit |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Units outstanding at beginning of year | 4,833,000 | 4,966,000 | 0 | 0 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 1,600,000 | 32,512,000 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 392,085,000 | $ 16,000 | $ 325,000 | $ 512,545,000 | $ (115,410,000) | $ (5,391,000) | $ 44,885,000 | $ (103,000) | $ (103,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Purchase of common stock (in shares) | (45,000) | |||||||||||||||||||||||
Purchase of common stock | (520,000) | (520,000) | ||||||||||||||||||||||
Equity-based compensation | 5,342,000 | 5,342,000 | 2,601,000 | |||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 260,000 | |||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 2,000 | (2,000) | 8,000 | ||||||||||||||||||||
Forfeiture of restricted common shares (in shares) | (7,000) | |||||||||||||||||||||||
Forfeiture of restricted common shares | 0 | |||||||||||||||||||||||
Preferred shares issuance costs | $ (13,000) | (13,000) | ||||||||||||||||||||||
Dividends declared – common stock ($0.64/share) | (21,302,000) | (21,302,000) | ||||||||||||||||||||||
Dividends declared – preferred stock | $ (3,300,000) | $ (6,842,000) | $ (3,300,000) | $ (6,842,000) | ||||||||||||||||||||
Distributions to noncontrolling interests | (2,654,000) | (2,654,000) | (2,594,000) | $ (3,509,000) | $ (3,509,000) | $ (456,000) | ||||||||||||||||||
Redemption/conversion of operating partnership units (in shares) | 165,000 | |||||||||||||||||||||||
Redemption/conversion of operating partnership units | 2,201,000 | $ 2,000 | 2,199,000 | (2,201,000) | ||||||||||||||||||||
Net income (loss) | 2,403,000 | 371,000 | 2,032,000 | (1,207,000) | ||||||||||||||||||||
Redemption value adjustment | (534,000) | (534,000) | 534,000 | |||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 1,600,000 | 32,885,000 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 363,254,000 | $ 16,000 | $ 329,000 | 519,551,000 | (150,629,000) | (6,013,000) | 41,570,000 | |||||||||||||||||
Beginning balance, temporary equity at Dec. 31, 2018 | $ 106,123,000 | $ 0 | $ 0 | |||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of preferred stock (in shares) | 42,000 | |||||||||||||||||||||||
Issuance of preferred stock | $ 797,000 | |||||||||||||||||||||||
Units outstanding at end of year (in shares) at Dec. 31, 2019 | 4,538,000 | 5,008,000 | 0 | 0 | ||||||||||||||||||||
Ending balance, temporary equity at Dec. 31, 2019 | $ 106,920,000 | $ 0 | $ 0 | |||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Units outstanding at beginning of year | 4,538,000 | 5,008,000 | 0 | 0 | ||||||||||||||||||||
Purchase of common stock (in shares) | (47,000) | |||||||||||||||||||||||
Purchase of common stock | $ (155,000) | (155,000) | ||||||||||||||||||||||
Equity-based compensation | 5,746,000 | 5,746,000 | 2,146,000 | |||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 379,000 | |||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 3,000 | (3,000) | |||||||||||||||||||||
Forfeiture of restricted common shares (in shares) | (10,000) | |||||||||||||||||||||||
Forfeiture of restricted common shares | 0 | |||||||||||||||||||||||
Issuance of common stock (in shares) | 4,729,000 | |||||||||||||||||||||||
Issuance of common stock | 13,327,000 | $ 47,000 | 13,280,000 | |||||||||||||||||||||
Add: Claw back of dividends on cancelled performance stock units | 202,000 | 202,000 | 270,000 | |||||||||||||||||||||
Dividends declared – preferred stock | (3,300,000) | $ (6,919,000) | (3,300,000) | (6,919,000) | ||||||||||||||||||||
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) | (111,698,000) | (105,262,000) | (6,436,000) | (12,979,000) | ||||||||||||||||||||
Redemption value adjustment | (102,000) | (102,000) | 102,000 | |||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 1,600,000 | 38,275,000 | ||||||||||||||||||||||
Ending 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 Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of preferred stock (in shares) | 23,000 | |||||||||||||||||||||||
Issuance of preferred stock | $ 29,000 | |||||||||||||||||||||||
Units outstanding at end of year (in shares) at Dec. 31, 2020 | 4,277,000 | 5,031,473 | 0 | 0 | 5,031,000 | 0 | 0 | |||||||||||||||||
Ending balance, temporary equity at Dec. 31, 2020 | $ 106,949,000 | $ 0 | $ 0 | $ 106,949,000 | $ 0 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Units outstanding at beginning of year | 4,277,000 | 5,031,473 | 0 | 0 | 5,031,000 | 0 | 0 | |||||||||||||||||
Purchase of common stock (in shares) | (50,000) | |||||||||||||||||||||||
Purchase of common stock | $ (348,000) | (348,000) | ||||||||||||||||||||||
Equity-based compensation | 6,891,000 | 6,891,000 | 3,292,000 | |||||||||||||||||||||
Issuance of restricted shares/units (in shares) | 764,000 | |||||||||||||||||||||||
Issuance of restricted shares/units | 0 | $ 8,000 | (8,000) | |||||||||||||||||||||
Forfeiture of restricted common shares (in shares) | (26,000) | |||||||||||||||||||||||
Forfeiture of restricted common shares | 0 | |||||||||||||||||||||||
Issuance of common stock (in shares) | 18,243,000 | |||||||||||||||||||||||
Issuance of common stock | 102,317,000 | $ 183,000 | 102,134,000 | |||||||||||||||||||||
Issuance of common units for hotel acquisition | 0 | 13,175,000 | ||||||||||||||||||||||
Add: Claw back of dividends on cancelled performance stock units | 143,000 | 143,000 | 38,000 | |||||||||||||||||||||
Dividends declared – preferred stock | $ (3,300,000) | $ (4,747,000) | $ (683,000) | $ (15,000) | $ (3,300,000) | $ (4,747,000) | $ (683,000) | $ (15,000) | ||||||||||||||||
Contributions from noncontrolling interests | 1,189,000 | 1,189,000 | ||||||||||||||||||||||
Redemption/conversion of operating partnership units (in shares) | 868,000 | |||||||||||||||||||||||
Redemption/conversion of operating partnership units | 4,584,000 | $ 9,000 | 4,575,000 | (4,584,000) | ||||||||||||||||||||
Net income (loss) | (29,314,000) | (26,664,000) | (2,650,000) | (3,597,000) | ||||||||||||||||||||
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 | (3,261,000) | (3,261,000) | ||||||||||||||||||||||
Redemption value adjustment | (108,000) | (108,000) | 108,000 | |||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,600,000 | 65,365,000 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 382,298,000 | $ 16,000 | $ 653,000 | $ 707,418,000 | $ (309,240,000) | $ (16,549,000) | $ 36,087,000 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of preferred stock (in shares) | 1,709,000 | 29,000 | 1,710,000 | 29,000 | ||||||||||||||||||||
Issuance of preferred stock | $ 36,211,000 | $ 582,000 | ||||||||||||||||||||||
Extinguishment of preferred stock (in shares) | (1,953,000) | |||||||||||||||||||||||
Extinguishment of preferred stock | $ (41,523,000) | |||||||||||||||||||||||
Redemption value adjustment - preferred stock | $ 3,128,000 | $ 133,000 | ||||||||||||||||||||||
Units outstanding at end of year (in shares) at Dec. 31, 2021 | 7,158,000 | 3,078,017 | 1,710,399 | 29,044 | 3,078,000 | 1,710,000 | 29,000 | |||||||||||||||||
Ending balance, temporary equity at Dec. 31, 2021 | $ 65,426,000 | $ 39,339,000 | $ 715,000 | $ 65,426,000 | $ 39,339,000 | $ 715,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Units outstanding at beginning of year | 7,158,000 | 3,078,017 | 1,710,399 | 29,044 | 3,078,000 | 1,710,000 | 29,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock | |||
Dividends declared per common share (in dollars per share) | $ 0.64 | ||
Series D Preferred Stock | |||
Preferred stock dividend rate (in dollars per share) | 8.25% | 8.25% | 8.25% |
Series D Preferred Stock | Preferred Stock | |||
Dividends declared per preferred share (in dollars per share) | $ 2.0625 | $ 2.0625 | $ 2.0625 |
Series B Preferred Stock | |||
Temporary equity, dividend rate (as a percent) | 5.50% | 5.50% | 5.50% |
Series B Preferred Stock | Preferred Stock | |||
Dividends declared per preferred share (in dollars per share) | $ 1.3750 | $ 1.3750 | $ 1.3750 |
Series E Preferred Stock | Preferred Stock | |||
Dividends declared per preferred share (in dollars per share) | $ 1 | ||
Series M Preferred Stock | |||
Preferred stock dividend rate (in dollars per share) | 0.00082% | ||
Series M Preferred Stock | Preferred Stock | |||
Dividends declared per preferred share (in dollars per share) | $ 0.85 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ (32,911) | $ (124,677) | $ 1,196 |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
Depreciation and amortization | 73,762 | 73,371 | 70,112 |
Equity-based compensation | 10,183 | 7,892 | 7,943 |
Bad debt expense | 436 | 727 | 444 |
Amortization of loan costs, discounts and capitalized default interest | (205) | 854 | 4,343 |
Write-off of loan costs and exit fees | 1,963 | 3,920 | 647 |
Amortization of intangibles | 512 | 834 | 651 |
Amortization of non-refundable membership initiation fees | (1,029) | (440) | (181) |
Interest expense accretion on refundable membership club deposits | 772 | 818 | 864 |
(Gain) loss on insurance settlement and disposition of assets | (696) | (10,149) | (25,165) |
Realized and unrealized (gain) loss on investment in Ashford Inc. | 0 | 0 | 5,552 |
Realized and unrealized (gain) loss on derivatives | (32) | (24) | 1,381 |
Net settlement of trading derivatives | 0 | 698 | (1,076) |
Equity in (earnings) loss of unconsolidated entity | 252 | 217 | 199 |
Deferred income tax expense (benefit) | (174) | (956) | 764 |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions: | |||
Accounts receivable and inventories | (11,036) | 4,057 | (5,788) |
Prepaid expenses and other assets | (793) | (1,460) | (2,228) |
Accounts payable and accrued expenses | 35,976 | (10,499) | 13,394 |
Operating lease right-of-use assets | 574 | 541 | 518 |
Due to/from related parties, net | (779) | (440) | (775) |
Due to/from third-party hotel managers | (15,491) | 4,075 | (5,484) |
Due to/from Ashford Inc. | 720 | (1,674) | (555) |
Operating lease liabilities | (268) | (223) | (194) |
Other liabilities | 2,214 | 2,251 | (300) |
Net cash provided by (used in) operating activities | 63,950 | (50,287) | 66,262 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from property insurance | 0 | 9,037 | 11,020 |
Net proceeds from disposition of assets | 1,816 | 0 | 10,300 |
Proceeds from sale of investment in Ashford Inc. | 0 | 0 | 597 |
Acquisition of hotel properties | (17,615) | 0 | (111,751) |
Investment in unconsolidated entity | (233) | (26) | (332) |
Improvements and additions to hotel properties | (25,644) | (25,552) | (136,259) |
Net cash provided by (used in) investing activities | (41,676) | (16,541) | (226,425) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on indebtedness | 83,231 | 109,317 | 329,500 |
Repayments of indebtedness | (84,224) | (47,822) | (257,086) |
Payments of loan costs and exit fees | (1,898) | (6,485) | (4,447) |
Payments for derivatives | (200) | (92) | (115) |
Purchase of common stock | (376) | (263) | (384) |
Payments for dividends and distributions | (9,088) | (16,154) | (33,409) |
Proceeds from issuance of preferred stock | 36,855 | 474 | 645 |
Proceeds from issuance of common stock | 102,461 | 13,259 | 0 |
Contributions from noncontrolling interest in consolidated entities | 1,189 | 0 | 0 |
Distributions to noncontrolling interest in consolidated entities | 0 | (2,639) | (2,654) |
Other | 0 | 0 | 8 |
Net cash provided by (used in) financing activities | 127,950 | 49,595 | 32,058 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | 150,224 | (17,233) | (128,105) |
Cash, cash equivalents and restricted cash at beginning of period | 113,150 | 130,383 | 258,488 |
Cash, cash equivalents and restricted cash at end of period | 263,374 | 113,150 | 130,383 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Interest paid | 31,635 | 27,900 | 49,645 |
Income taxes paid (refunded) | (14) | 140 | (11) |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Dividends and distributions declared but not paid | 2,173 | 2,736 | 9,143 |
Common stock purchases accrued but not paid | 0 | 28 | 136 |
Issuance of common units for hotel acquisition | 13,175 | 0 | 0 |
Issuance of warrants in hotel acquisition | 1,528 | 0 | 0 |
Assumption of debt in hotel acquisition | 49,815 | 0 | 0 |
Capital expenditures accrued but not paid | 4,564 | 8,993 | 18,572 |
Distribution of Ashford Inc. common stock | 0 | 0 | 3,965 |
Non-cash loan proceeds associated with accrued interest | 0 | 2,229 | 0 |
Non-cash loan principal associated with default interest and late charges | 0 | 9,859 | 0 |
Non-cash extinguishment of preferred stock | 41,523 | 0 | 0 |
Issuance of common stock from preferred stock exchange | 46,118 | 0 | 0 |
Accrued common stock offering expense | 76 | 0 | 0 |
Unsettled common stock offering proceeds | 0 | 68 | 0 |
Unsettled preferred stock offering proceeds | 0 | 0 | 75 |
Accrued preferred stock offering expenses | 101 | 0 | 33 |
Non-cash preferred stock dividends | 39 | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||
Cash and cash equivalents | 215,998 | 78,606 | 71,995 |
Restricted cash | 47,376 | 34,544 | 58,388 |
Cash, cash equivalents and restricted cash | $ 263,374 | $ 113,150 | $ 130,383 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 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 consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of December 31, 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 3,875 total rooms, or 3,640 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 December 31, 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 consolidated statements of operations. As of December 31, 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 December 31, 2021, the Company maintained unrestricted cash of $216.0 million and restricted cash of $47.4 million. The vast majority of the restricted cash comprises lender and manager held reserves. As of December 31, 2021, there was also $27.5 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 March 4, 2022, our board of directors declared a quarterly cash dividend of $0.01 per diluted share for the Company’s common stock for the first quarter of 2022. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying 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 consolidated financial statements. 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 (formerly Ashford Prime OP General Partner LLC), its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical consolidated financial statements: • on January 15, 2019, we acquired The Ritz-Carlton Lake Tahoe. The operating results of the hotel property have been included in the results of operations as of its acquisition date; and • 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 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. Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. Restricted Cash —Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment (“FF&E”) replacements of approximately 4% to 5% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts. Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Investments in Hotel Properties, net —Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. For property and equipment acquired in a business combination, we record the sets acquired based on their fair value as of the acquisition date. Replacements and improvements and finance leases are capitalized, while repairs and maintenance are expense as incurred. Property and equipment acquired in an asset acquisition are recorded at cost. The acquisition cost is allocated to land, buildings, improvements, furniture, fixtures and equipment, as well as identifiable intangible and lease assets and liabilities. Acquisition cost is allocated using relative fair values. We evaluate several factors, including weighted market data for similar assets, expected future cash flows discounted at risk adjusted rates, and replacement costs for assets to determine an appropriate exit cost when evaluating the fair values. Impairment of Investments in Hotel Properties —Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 4. Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. Investment in Unconsolidated Entity —As of December 31, 2021, we held a 7.8% ownership interest in OpenKey, which is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review our investment in unconsolidated entity 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 our investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the years ended December 31, 2021, 2020 and 2019. See note 5 . Our investment in unconsolidated entity is considered to be a variable interest in the underlying entity. VIEs, as defined by authoritative accounting guidance, 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. Because we do not have the power and financial responsibility to direct the unconsolidated entity’s activities and operations, we are not considered to be the primary beneficiary of this entity on an ongoing basis and therefore such entity should not be consolidated. Leases —We determine if an arrangement is a lease at the commencement date. Operating leases, as lessee, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. We currently do not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms used to calculate our right-of-use asset may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Subsequent to the initial recognition, lease liabilities are measured using the effective interest method. The ROU asset is generally reduced utilizing a straight-line method adjusted for the lease liability accretion during the period. We have lease agreements with lease and non-lease components, which under the elected practical expedients under ASC 842, we are not accounting for separately. For certain equipment leases, such as office equipment, copiers and vehicles, we account for the lease and non-lease components as a single lease component. As of January 1, 2019, we recorded operating lease liabilities as well as a corresponding operating lease ROU asset which includes deferred rent and the reclassified intangible assets and intangible liabilities associated with above/below market-rate leases where we are the lessee. Intangible Assets, net —Intangible assets, net represents the customer relationships associated with The Ritz-Carlton Sarasota acquisition, which are amortized using the straight-line method over its expected useful life, which approximates amortization based on economic consumption. See note 19. Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors and flooridors. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master-netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. None of our derivative instruments are designated as cash flow hedges. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets” in our consolidated balance sheets. For interest rate derivatives and credit default swaps changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense),” respectively, in our consolidated statements of operations. Due to/from Related Parties, net —Due to/from related parties, net, represent current receivables and payables resulting from transactions related to hotel management with a related party. Due to/from related parties is generally settled within a period not exceeding one year. See note 15. Due to/from Ashford Inc. —Due to/from Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses as well as other hotel products and services. These payables are generally settled within a period not exceeding one year. See note 15. Due to/from Third-Party Hotel Managers —Due to/from third-party hotel managers primarily consists of amounts due from Marriott related to our cash reserves held at the Marriott corporate level related to our operations, real estate taxes, and other items, as well as current receivables and payables resulting from transactions with other third-party managers related to hotel management. These receivables and payables are generally settled within a period not exceeding one year. Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of our consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder for cash or registered shares in certain cases outside of the Company’s control. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in consolidated entities represents an ownership interest of 25% in two hotel properties at December 31, 2021 and 2020, and is reported in equity in our consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. Revenue Recognition —Rooms revenue represents revenues from the occupancy of our hotel rooms, which is driven by the occupancy and average daily rate. Rooms revenue includes revenue for guest no-shows, day use, and early/late departure fees. The contracts for room stays with customers are generally short in duration and revenues are recognized as services are provided over the course of the hotel stay. Advance deposits are recorded as liabilities when a customer or group of customers provides a deposit for a future stay or banquet event at our hotels. Advance deposits are converted to revenue when the services are provided to the customer or when the customer with a noncancellable reservation fails to arrive for part or all of the reservation. Conversely, advance deposits are generally refundable upon guest cancellation of the related reservation within an established period of time prior to the reservation. Our advance deposit balance as of December 31, 2021 and 2020 was $31.8 million and $16.2 million, respectively, and are generally recognized as revenue within a one-year period. Food & Beverage (“F&B”) revenue consists of revenue from the restaurants and lounges at our hotel properties, in-room dining and mini-bars revenue, and banquet/catering revenue from group and social functions. Other F&B revenue may include revenue from audiovisual equipment/services, rental of function rooms, and other F&B related revenues. Revenue is recognized as the services or products are provided. Our hotel properties may employ third parties to provide certain services at the property, for example, audio visual services. We evaluate each of these contracts to determine if the hotel is the principal or the agent in the transaction, and record the revenues as appropriate (i.e. gross vs. net). Other revenue consists of ancillary revenue at the property, including attrition and cancellation fees, condo management fees, resort and destination fees, health center fees, spas, golf, telecommunications, parking, entertainment and other guest services, as well as rental revenue primarily from leased retail outlets at our hotel properties, and membership initiation fees and dues, primarily from club memberships. Cancellation fees are recognized from non-cancellable deposits when the customer provides notification of cancellation in accordance with established management policy time frames. Non-refundable membership initiation fees are recognized over the expected life of an active membership. Taxes specifically collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income is recognized when earned. Other Hotel Expenses —Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, hotel-level general and administrative, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. Advertising Costs —Advertising costs are charged to expense as incurred. For the years ended December 31, 2021, 2020 and 2019, we incurred advertising costs of $4.0 million, $2.1 million and $4.5 million, respectively. Advertising costs are included in “other” hotel expenses in our consolidated statements of operations. Equity-Based Compensation —Stock/unit-based compensation for non-employees is measured at the grant date and expensed ratably over the vesting period based on the original measurement as of the grant date. This results in the recording of expense, included in “advisory services fee,” “management fees” and “corporate general and administrative” expense, equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. PSUs and Performance LTIP units granted to certain executive officers vest based on time and market conditions and are measured at the grant date fair value based on a Monte Carlo simulation valuation model. With respect to the 2019 and 2020 award agreements, the number of PSUs and Performance LTIP units actually earned may range from 0% to 200% of target based on achievement of a specific relative total stockholder return based on the formulas determined by the Company’s compensation committee on the grant date. The performance criteria for the PSUs and Performance LTIP units are based on market conditions under the relevant literatures . 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. Depreciation and Amortization —Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for FF&E. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales. Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to TRSs. However, Braemar TRS and our USVI TRS are treated as TRSs for U.S. federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to our TRSs using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. See note 18. The entities that own 13 of our 14 hotel properties are considered partnerships for U.S. federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the 14 hotel properties are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be TRSs of Braemar. The “Income Taxes” topic of the FASB’s ASC addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2017 through 2021 remain subject to potential examination by certain federal and state taxing authorities. Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. 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 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe following tables present our revenue disaggregated by geographical areas (in thousands): Year Ended December 31, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 6 $ 91,283 $ 27,205 $ 12,938 $ — $ 131,426 Colorado 1 17,303 10,936 7,945 — 36,184 Florida 2 65,974 27,148 21,094 — 114,216 Illinois 1 14,422 3,418 1,153 — 18,993 Pennsylvania 1 11,889 1,493 776 — 14,158 Washington 1 15,105 1,632 1,578 — 18,315 Washington, D.C. 1 9,773 3,014 1,142 — 13,929 USVI 1 54,819 15,453 10,049 — 80,321 Total 14 $ 280,568 $ 90,299 $ 56,675 $ — $ 427,542 Year Ended December 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 46,291 $ 13,573 $ 8,056 $ — $ 67,920 Colorado 1 12,847 6,178 6,529 — 25,554 Florida 2 33,829 17,009 14,446 — 65,284 Illinois 1 5,979 1,293 610 — 7,882 Pennsylvania 1 7,349 1,227 424 — 9,000 Washington 1 5,604 797 620 — 7,021 Washington, D.C. 1 7,595 3,519 1,604 — 12,718 USVI 1 16,771 6,667 8,157 — 31,595 Total 13 $ 136,265 $ 50,263 $ 40,446 $ — $ 226,974 Year Ended December 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 115,826 $ 37,022 $ 15,930 $ — $ 168,778 Colorado 1 18,209 12,430 10,049 — 40,688 Florida 2 47,166 26,656 16,758 — 90,580 Illinois 1 25,366 7,839 1,565 — 34,770 Pennsylvania 1 26,016 4,738 1,133 — 31,887 Washington 1 29,235 6,633 1,629 — 37,497 Washington, D.C. 1 38,735 16,710 1,840 — 57,285 USVI 1 3,295 3,057 19,770 — 26,122 Corporate entities — — — — 7 7 Total 13 $ 303,848 $ 115,085 $ 68,674 $ 7 $ 487,614 |
Investments in Hotel Properties
Investments in Hotel Properties, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Land $ 480,530 $ 455,298 Buildings and improvements 1,215,810 1,190,437 Furniture, fixtures and equipment 123,954 127,692 Construction in progress 12,038 11,422 Residences 12,746 — Total cost 1,845,078 1,784,849 Accumulated depreciation (399,481) (360,259) Investments in hotel properties, net $ 1,445,597 $ 1,424,590 The cost of land and depreciable property, net of accumulated depreciation, for U.S. federal income tax purposes was approximately $1.4 billion and $1.3 billion as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021, 2020 and 2019, depreciation expense was $73.0 million, $72.8 million and $69.5 million, respectively. Impairment Charges and Insurance Recoveries For the years ended December 31, 2020 and 2019, the Company received proceeds of $14.5 million and $36.6 million, respectively, from our insurance carriers for property damage and business interruption from Hurricane Irma. 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. Additionally, for the year ended December 31, 2019, the Company recorded a gain of $26.2 million upon settlement of a portion of the insurance claim. For the year ended December 31, 2021, we recognized a gain of $481,000 associated with proceeds received from an insurance claim. During the years ended December 31, 2021, 2020 and 2019, no impairment charges were recorded. 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 prepared the purchase price allocation of the assets acquired and liabilities assumed. The final purchase price allocation was completed with the assistance of a third party appraisal firm during the year ended December 31, 2021. This valuation is considered a Level 3 valuation technique, as noted in the following table (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 from the acquisition date. The table below summarizes the total revenue and net income (loss) in our consolidated statements of operations for the year ended December 31, 2021: Year Ended December 31, 2021 Total revenue $ 6,592 Net income (loss) (1,630) 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 $563,000 of non-recurring transaction costs directly attributable to the acquisition for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 2020 Total revenue $ 433,813 $ 235,379 Net income (loss) $ (32,720) $ (128,461) Net income (loss) attributable to common stockholders $ (38,334) $ (111,613) Pro forma income (loss) per share; Basic $ (0.72) $ (3.28) Diluted $ (0.72) $ (3.28) Weighted average common shares outstanding (in thousands): Basic 52,684 33,998 Diluted 52,684 33,998 |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated EntityOpenKey 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. In 2021, the Company made additional investments of $233,000. All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. As of December 31, 2021, the Company has made investments in OpenKey totaling $2.6 million. Our investment is recorded as “investment in unconsolidated entity” in our 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 years ended December 31, 2021, 2020 and 2019. The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2021 December 31, 2020 Carrying value of the investment in OpenKey (in thousands) $ 1,689 $ 1,708 Ownership interest in OpenKey 7.8 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Equity in earnings (loss) of unconsolidated entity $ (252) $ (217) $ (199) |
Indebtedness, net
Indebtedness, net | 12 Months Ended |
Dec. 31, 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 December 31, 2021 December 31, 2020 Debt Balance Book Value of Collateral Debt Balance Book Value of Collateral Mortgage loan (3) Park Hyatt Beaver Creek Resort & Spa April 2022 April 2022 LIBOR (1) +3.00% $ 67,500 $ 137,718 $ 67,500 $ 140,516 Mortgage loan (4) The Notary Hotel June 2022 June 2025 LIBOR (1) + 2.16% 435,000 417,109 435,000 439,215 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% 42,500 124,114 42,500 130,216 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% 99,500 162,621 100,000 163,814 Mortgage loan (7) (8) Hotel Yountville May 2023 May 2023 LIBOR (1) + 2.55% 51,000 85,847 51,000 87,795 Mortgage loan (7) (8) Bardessono Hotel and Spa August 2023 August 2023 LIBOR (1) + 2.55% 40,000 53,413 40,000 56,645 Mortgage loan (7) The Ritz-Carlton Lake Tahoe January 2024 January 2024 LIBOR (1) + 2.10% 54,000 112,713 54,000 113,821 Mortgage loan (9) Capital Hilton February 2024 February 2024 LIBOR (1) + 1.70% 195,000 193,194 197,229 203,918 Hilton La Jolla Torrey Pines Mortgage loan (10) Mr. C Beverly Hills Hotel August 2024 August 2024 LIBOR (1) + 3.60% 30,000 73,587 — — Mortgage loan (7) Pier House Resort & Spa September 2024 September 2024 LIBOR (1) + 1.85% 80,000 85,281 80,000 88,650 Convertible Senior Notes (11) Equity June 2026 June 2026 4.50% 86,250 — — — 1,180,750 1,445,597 1,128,724 1,424,590 Capitalized default interest and late charges 3,904 7,304 Deferred loan costs, net (3,538) (5,434) Discounts, net (8,438) — Indebtedness, net $ 1,172,678 $ 1,445,597 $ 1,130,594 $ 1,424,590 __________________ (1) LIBOR rates were 0.101% and 0.144% at December 31, 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 December 31, 2021, no loans are in default. See note 15 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. 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 default interest and late charges capitalized into indebtedness for the year ended December 31, 2020 was $9.9 million. The amount of principal amortization for the years ended December 31, 2021 and 2020 was $3.4 million and $2.6 million, respectively. On August 5, 2021, in connection with the acquisition of the Mr. C Beverly Hills Hotel and the adjacent residences, 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 a 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 $2.4 million for the year ended December 31, 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 $974,000 for the year ended December 31, 2021, with the remaining discount balance to be amortized through June 2026. 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. If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. As of December 31, 2021, we were in compliance with all covenants. Maturities and scheduled amortization of indebtedness as of December 31, 2021, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands): 2022 $ 546,000 2023 189,500 2024 359,000 2025 — 2026 86,250 Thereafter — Total $ 1,180,750 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, Interest rate caps: (1) 2021 2020 2019 Notional amount (in thousands) $ 882,500 $ 602,500 $ 391,000 Strike rate low end of range 0.75 % 3.00 % 3.00 % Strike rate high end of range 4.00 % 4.00 % 7.80 % Effective date range January 2021- September 2021 March 2020 - June 2020 January 2019 - December 2019 Termination date range February 2022- August 2024 April 2021 - June 2021 March 2020 -October 2021 Total cost of interest rate caps (in thousands) $ 200 $ 92 $ 115 Interest rate floors: Notional amount (in thousands) $ — $ — $ 2,000,000 Strike rate low end of range 1.63 % Strike rate high end of range 1.63 % Effective date January 2019 Termination date March 2020 Total cost of interest rate floors (in thousands) $ — $ — $ 75 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) December 31, 2021 December 31, 2020 Notional amount (in thousands) $ 882,500 $ 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 February 2022 - August 2024 February 2021 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 857,000 $ 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 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 December 31, 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2021, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 0.101% to 1.500% 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 December 31, 2021 Assets Derivative assets: Interest rate derivatives - caps $ — $ 139 $ — $ 139 Total $ — $ 139 $ — $ 139 (1) Liabilities Derivative liabilities: Warrants — (1,435) $ — (1,435) (2) Net $ — $ (1,296) $ — $ (1,296) __________________ (1) Reported as “derivative assets” in our consolidated balance sheet. (2) Reported as “derivative liabilities” in our consolidated balance sheet. Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2021 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ — $ (152) Interest rate derivatives - caps $ (62) $ (93) $ (134) Credit default swaps — 117 (1) (1,095) (1) Total derivative assets $ (62) $ 24 $ (1,381) Non-derivative assets: Investment in Ashford Inc. $ — $ — $ (5,552) Total $ (62) $ 24 $ (6,933) Liabilities Derivative liabilities: Warrants 94 — — Net $ 32 $ 24 $ (6,933) Total combined Interest rate derivatives - floors $ — $ 3,615 $ 126 Interest rate derivatives - caps (62) (93) (134) Credit default swaps — 1,437 (1,095) Warrants 94 — — Unrealized gain (loss) on derivatives 32 4,959 (1,103) Realized gain (loss) on credit default swaps — (1,320) — Realized gain (loss) on interest rate floors — (3,615) (2) (278) (2) Unrealized gain (loss) on investment in Ashford Inc. — — 7,872 Realized gain (loss) on investment in Ashford Inc. — — (13,424) Net $ 32 $ 24 $ (6,933) _______________ (1) Excludes costs associated with credit default swaps of $191 and $253 for the years ended December 31, 2020 and 2019, respectively, which is included in “other income (expense)” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial InstrumentsDetermining 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): December 31, 2021 December 31, 2020 Carrying Estimated Carrying Estimated Financial assets and liabilities measured at fair value: Derivative assets $ 139 $ 139 $ — $ — Derivative liabilities 1,435 1,435 — — Financial assets not measured at fair value: Cash and cash equivalents $ 215,998 $ 215,998 $ 78,606 $ 78,606 Restricted cash 47,376 47,376 34,544 34,544 Accounts receivable, net 23,701 23,701 13,557 13,557 Due from related parties, net 1,770 1,770 991 991 Due from third-party hotel managers 27,461 27,461 12,271 12,271 Financial liabilities not measured at fair value: Indebtedness $ 1,172,312 $1,022,408 to $1,130,029 $ 1,128,724 $884,325 to $977,411 Accounts payable and accrued expenses 96,316 96,316 61,758 61,758 Dividends and distributions payable 2,173 2,173 2,736 2,736 Due to Ashford Inc. 1,474 1,474 2,772 2,772 Due to third-party hotel managers 610 610 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 87.2% to 96.4% of the carrying value of $1.2 billion at December 31, 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 | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 2019 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (26,664) $ (105,262) $ 371 Less: Dividends on preferred stock (8,745) (10,219) (10,142) Less: Dividends on common stock — — (24,145) Less: Loss on extinguishment of preferred stock - Series B (4,595) — — Less: Dividends on unvested performance stock units — — (261) Add: Claw back of dividends on cancelled performance stock units 143 202 — Less: Dividends on unvested restricted shares — — (405) Undistributed net income (loss) allocated to common stockholders (39,861) (115,279) (34,582) Add back: Dividends on common stock — — 24,145 Distributed and undistributed net income (loss) - basic and diluted $ (39,861) $ (115,279) $ (10,437) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 52,684 33,998 32,289 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.76) $ (3.39) $ (0.32) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.76) $ (3.39) $ (0.32) 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): Year Ended December 31, 2021 2020 2019 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ — $ 405 Income (loss) allocated to unvested performance stock units — — 261 Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (3,597) $ (12,979) $ (1,207) Dividends on preferred stock - Series B 4,747 6,919 6,842 Loss on extinguishment of preferred stock - Series B 4,595 — — Interest expense on Convertible Senior Notes 3,378 — — Dividends on preferred stock - Series E 683 — — Dividends on preferred stock - Series M 15 — — Total $ 9,821 $ (6,060) $ 6,301 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 99 22 51 Effect of unvested performance stock units — — 193 Effect of assumed conversion of operating partnership units 4,980 3,923 4,219 Effect of assumed conversion of preferred stock - Series B 4,614 6,728 6,581 Effect of assumed conversion of exchanged preferred stock - Series B 364 — — Effect of assumed conversion of Convertible Senior Notes 8,450 — — Effect of assumed conversion of preferred stock - Series E 1,345 — — Effect of assumed conversion of preferred stock - Series M 32 — — Total 19,884 10,673 11,044 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and units issued under our Long-Term Incentive Plan (the “LTIP” units) that are vested. Each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership. 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. During the years ended December 31, 2021 and 2020, approximately 60,000 performance-based LTIP units granted in 2019, and 211,000 performance-based LTIP units granted in 2018, were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $38,000 and $270,000, respectively. 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. As of December 31, 2021, we have issued a total of approximately 2.4 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units, other than approximately 569,000 LTIP units and 840,000 Performance LTIP units issued from March 2015 to May 2021, had reached full economic parity with, and are convertible into, common units. The following table presents compensation expense for Performance LTIP units and LTIP units (in thousands): Year Ended December 31, Type Line Item 2021 2020 2019 Performance LTIP units Advisory services fee $ 1,765 $ 884 $ 1,144 LTIP units Advisory services fee 1,372 1,142 1,354 LTIP units Corporate, general and administrative 12 — — LTIP units - independent directors Corporate, general and administrative 164 120 103 Total $ 3,313 $ 2,146 $ 2,601 The unamortized cost of the unvested Performance LTIP units of approximately $4.6 million at December 31, 2021 will be expensed over a period of 2.0 years with a weighted average period of 1.7 years. The unamortized cost of the unvested LTIP units of approximately $2.5 million at December 31, 2021, will be amortized over a period of 2.2 years with a weighted average period of 2.0 years. 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. A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Units outstanding at beginning of year 4,277 4,538 4,833 LTIP units issued 469 129 91 Performance LTIP units issued 840 160 60 Common units issued for hotel acquisition 2,500 — — Units redeemed for shares of common stock (868) (339) (165) Performance LTIP units cancelled (60) (211) (281) Units outstanding at end of year 7,158 4,277 4,538 Units convertible/redeemable at end of year 5,533 3,823 4,027 The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: December 31, 2021 December 31, 2020 Redeemable noncontrolling interests in Braemar OP $ 36,087 $ 27,655 Adjustments to redeemable noncontrolling interests (1) $ 275 $ 167 Ownership percentage of operating partnership 8.83 % 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): Year Ended December 31, 2021 2020 2019 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 3,597 $ 12,979 $ 1,207 Distributions declared to holders of common units, LTIP units and Performance LTIP units — — 3,050 Performance LTIP dividend claw back upon cancellation (38) (270) — The following table presents the common units redeemed and the fair value at redemption (in thousands): Year Ended December 31, 2021 2020 2019 Common units converted to common stock 868 339 165 Fair value of common units converted $ 4,122 (2) $ 390 (1) $ 2,201 ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million. (2) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $4.6 million. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Equity Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Year Ended December 31, 2021 2020 2019 Common stock dividends declared $ — $ — $ 21,302 8.25% Series D Cumulative Preferred Stock —At December 31, 2021 and 2020, there were 1.6 million shares of 8.25% Series D cumulative preferred stock outstanding. The Series D cumulative 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 cumulative convertible 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. Series D cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series D cumulative preferred stock is redeemable at our option for cash (on or after November 20, 2023), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series D cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series D cumulative preferred stock is convertible into a maximum 5.12295 shares of our common stock. The actual number is based on a formula as defined in the Series D cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series D cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series D cumulative preferred stock to common stock have not been met as of period end. Therefore, Series D cumulative preferred stock will not impact our earnings per share. Series D cumulative preferred stock quarterly dividends are set at the rate of 8.25% of the $25.00 liquidation preference (equivalent to an annual dividend rate of $2.0625 per share). In general, Series D cumulative preferred stockholders have no voting rights. The Series D Preferred Stock dividend for all issued and outstanding shares is set at $2.0625 per annum per share. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 2020 2019 Series D Cumulative Preferred Stock $ 3,300 $ 3,300 $ 3,300 Stock Repurchases —On October 27, 2014, our board of directors approved a share repurchase program under which the Company may purchase up to $100 million of the Company’s common stock from time to time. The repurchase program does not have an expiration date. The specific timing, manner, price, amount and other terms of the repurchases is at management’s discretion and depends on market conditions, corporate and regulatory requirements and other factors. The Company is not required to repurchase shares under the repurchase program, and may modify, suspend or terminate the repurchase program at any time for any reason. 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 years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, $50 million remains authorized by the board of directors pursuant to the December 5, 2017 approval. At-the-Market Common Stock Equity Distribution Program —On December 11, 2017, the Company established an “at-the-market” equity distribution program pursuant to which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $50 million. As of December 31, 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): Year Ended December 31, 2021 2020 2019 Common shares issued 2,711 4,729 — Gross proceeds received $ 16,119 $ 14,717 $ — Commissions 202 184 — Net proceeds $ 15,917 $ 14,533 $ — 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. 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): Year Ended December 31, 2021 Common shares sold to YA 1,700 Proceeds received $ 10,000 Common Stock Resale Agreement —On April 21, 2021, the Company entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), 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 Lincoln Park Purchase Agreement. The issuance of the shares of common stock pursuant to the Lincoln Park Purchase Agreement has been registered pursuant to the Company’s shelf registration statement on Form S-3 (the “Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed with the SEC on April 21, 2021. The Company and Lincoln Park also entered into a registration rights agreement, pursuant to which the Company agreed to maintain the effectiveness of the Registration Statement. Upon entering into the Lincoln Park 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 Lincoln Park Purchase Agreement. The issuance activity under the Lincoln Park agreement is summarized below (in thousands): Year Ended December 31, 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 (the “Virtu May 2021 EDA”) 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. 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): Year Ended December 31, 2021 Common shares issued 8,339 Gross proceeds received $ 50,000 Commissions 500 Net proceeds $ 49,500 On July 12, 2021, the Company entered into a second equity distribution agreement (the “Virtu July 2021 EDA”) with Virtu to sell from time to time shares of our common stock having an aggregate offering price of up to $100 million. 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): Year Ended December 31, 2021 Common shares issued 4,712 Gross proceeds received $ 24,020 Commissions 240 Net proceeds $ 23,780 Noncontrolling Interest in Consolidated Entities —A partner had noncontrolling ownership interests of 25% in two hotel properties with a total carrying value of $(16.5) million and $(15.1) million at December 31, 2021 and 2020, respectively. The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2021 2020 2019 (Income) loss from consolidated entities attributable to noncontrolling interests $ 2,650 $ 6,436 $ (2,032) |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 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 in the Articles Supplementary), 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 (as 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 December 31, 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): Year Ended December 31, 2021 2020 2019 Series B Convertible Preferred Stock shares issued — 23 42 Gross proceeds received $ — $ 439 $ 809 Commissions — 7 12 Net proceeds $ — $ 432 $ 797 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): Year Ended December 31, 2021 2020 2019 Series B Convertible Preferred Stock $ 4,747 $ 6,919 $ 6,842 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): Year Ended December 31, 2021 Preferred Shares Tendered Common Shares Issued Series B Convertible Preferred Stock 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): Year Ended December 31, 2021 Series E Preferred Stock shares issued (1) 1,709 Net proceeds $ 38,450 __________________ (1) Exclusive of shares issued under the dividend reinvestment plan. 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 adjusted to the redemption amount each reporting period. The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): December 31, 2021 December 31, 2020 Series E Preferred Stock $ 39,339 $ — Adjustments to Series E Preferred Stock (1) $ 3,128 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 Series E Preferred Stock $ 683 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 Series M 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”) 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): Year Ended December 31, 2021 Series M Preferred Stock shares issued 29 Net proceeds $ 704 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 adjusted to the redemption amount each reporting period. The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): December 31, 2021 December 31, 2020 Series M Preferred Stock $ 715 $ — Adjustments to Series M Preferred Stock (1) $ 133 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 Series M Preferred Stock $ 15 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationUnder the 2013 Equity Incentive Plan, as amended, we are authorized to grant 3.3 million restricted stock or performance stock units of our common stock as incentive stock awards. At December 31, 2021, approximately 774,000 shares were available for future issuance under the 2013 Equity Incentive Plan. Restricted Stock —We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance. At December 31, 2021, the unamortized cost of unvested shares of restricted stock was $1.8 million, which is expected to be recognized over a period of 2.4 years with a weighted average period of 1.9 years. The following table summarizes the stock-based compensation expense for restricted stock (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Advisory services fee $ 3,028 $ 2,672 $ 2,468 Management fees 56 133 155 Corporate general and administrative 111 71 72 Corporate general and administrative - independent directors 322 130 208 $ 3,517 $ 3,006 $ 2,903 A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2021 2020 2019 Number of Units Weighted Average Number of Units Weighted Average Number of Units Weighted Average Outstanding at beginning of year 536 $ 7.98 497 $ 11.89 441 $ 10.91 Restricted shares granted 764 7.02 359 4.13 261 12.68 Restricted shares vested (317) 6.31 (310) 9.81 (198) 10.75 Restricted shares forfeited (26) 6.94 (10) 7.25 (7) 11.59 Outstanding at end of year 957 $ 6.94 536 $ 7.98 497 $ 11.89 The fair value of restricted stock vested during the years ended December 31, 2021, 2020 and 2019 was approximately $2.1 million, $1.2 million and $2.2 million, respectively. 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. 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. The following table summarizes the compensation expense for PSUs (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Advisory services fee $ 3,374 $ 2,695 2,439 At December 31, 2021, the unamortized cost of unvested shares of PSUs was $5.0 million, which is expected to be recognized over a period of 2.0 years with a weighted average period of 1.7 years. A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2021 2020 2019 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 448 $ 11.71 420 $ 16.91 316 $ 12.29 PSUs granted 446 7.01 225 3.51 223 19.96 PSUs canceled (223) 19.96 (197) 13.43 (119) 10.42 Outstanding at end of year 671 $ 5.84 448 $ 11.71 420 $ 16.91 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty 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 fifth 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): Year Ended December 31, 2021 2020 2019 Advisory services fee Base advisory fee $ 10,806 $ 9,981 $ 10,834 Reimbursable expenses (1) 2,297 1,790 2,289 Equity-based compensation (2) 9,538 7,393 7,404 Incentive fee (3) — (678) — Total $ 22,641 $ 18,486 $ 20,527 ________ (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. (3) The $(678,000) incentive fee in 2020 is a result of not meeting the FCCR threshold required for paying the final installment of the incentive fee incurred in 2018. 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 years ended December 31, 2021 and 2020, the Company recognized expense of $341,000 and $3.1 million, respectively. These expenses are included in “write-off of loan costs and exit fees” in the consolidated statements of operations. On August 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service for the $435 million mortgage loan secured by the Marriott Seattle Waterfront, Sofitel Chicago Magnificent Mile, The Notary Hotel and The Clancy, the independent members of the board of directors of Ashford Inc. waived $1.6 million of Lismore success fees associated with items (ii) and (iii) above. 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 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, through Ashford Securities. 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 December 31, 2021, Braemar has funded approximately $3.5 million. Additionally, as of December 31, 2021, $338,000 of the pre-funded amount was included in “other assets” on our consolidated balance sheets. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Corporate, general and administrative $ 1,983 $ 658 $ 314 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. As a result of The Ritz-Carlton Lake Tahoe acquisition, Braemar was entitled to receive $10.3 million from Ashford LLC in the form of future purchases of FF&E at Braemar hotel properties that will be leased to us by Ashford LLC rent-free. As of December 31, 2021, Ashford LLC has remitted payments of $10.3 million to the Company as further described below. On June 26, 2019 and July 1, 2019, the Company sold $1.4 million and $8.9 million, respectively, 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 transaction qualified as a sale. As a result, the Company recorded gains of $9,000 and $23,000, respectively, for the year ended December 31, 2019. The gains are recorded in “gain (loss) on insurance settlement, disposition of assets and sale of hotel property” in our consolidated statements of operations. Under the applicable accounting guidance in ASC 842, the Company has not recorded an operating lease right-of-use asset, an operating lease liability or lease expense for rents as the related party lease has no economic substance because the related party lease is provided rent-free. In 2015, prior to the inception of the ERFP program, $2.0 million of key money consideration was invested in FF&E by Ashford LLC to be used by Braemar, which represented all of the key money consideration for the Bardessono Hotel and Spa. Upon adoption of ASC 842, we evaluated this arrangement, which was accounted for as a lease that expired in 2020. Under the applicable guidance in ASC 842, as the related party lease is provided rent-free, there is no economic substance related to the lease which results in not recording an operating lease right-of-use asset, an operating lease liability or lease expense for rents. Upon expiration of the lease the underlying FF&E was purchased from Ashford Inc. for $200,000. In 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 $197,000 for the year ended December 31, 2021. The gains are recorded in “gain (loss) on insurance settlement, disposition of assets and sale of hotel properties” in our consolidated statements of operations. 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. On November 8, 2021, the Company received written notice from the Advisor of its intention not to renew the ERFP program. As a result, the ERFP Agreement terminated in accordance with its terms on January 15, 2022. 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 December 31, 2021, Remington Hotels managed four of our 14 hotel properties. We pay monthly hotel management fees equal to the greater of approximately $15,000 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. Remington Lodging (prior to Ashford Inc. acquisition) Remington Lodging was a hotel and design and construction company, wholly owned by our chairman, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. who is Ashford Trust’s chairman emeritus. We had master hotel and design and construction services agreements and hotel and design and construction services mutual exclusivity agreements with Remington Lodging. On November 6, 2019, Ashford Inc. completed the acquisition of Remington Lodging’s hotel management business. As a result of the acquisition, hotel management services that were previously provided by Remington Lodging are now be provided by a subsidiary of Ashford Inc. under the respective hotel management agreement with each customer, including Ashford Trust and Braemar under the Remington Hotels name. Between January 1, 2019 and November 5, 2019, we paid Remington Lodging monthly hotel management fees equal to the greater of approximately $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive hotel management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. The following table presents the fees related to our hotel and design and construction services agreements with Remington Lodging prior to its transactions with Ashford Inc. (in thousands): Year Ended December 31, 2019 Hotel management fees, including incentive hotel management fees $ 1,738 Corporate general and administrative 297 Total $ 2,035 Summary of Transactions In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, has a right to provide products or services to our hotel properties, provided such transactions are evaluated and approved by our independent directors. The following tables summarize the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the amounts recorded by us for those services and the applicable classification on our consolidated financial statements (in thousands): Year Ended December 31, 2021 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Assets Other Hotel Revenue Other Hotel Expenses Preferred Stock (3) Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 7 $ — $ — $ — $ — $ — $ — $ — $ 7 $ — $ — $ — Ashford Securities Broker/Dealer 1,983 — — — — — — — — — 1,983 — Ashford Securities Dealer Manager Fees 410 — — — — — 410 — — — — — INSPIRE Audio visual services 1,001 — — — 1,001 — — — — — — — Lismore Capital Debt placement and related services 491 — 150 — — — — — — — — 341 Lismore Capital Broker services 3 — — — — — — — — — — 3 OpenKey Mobile key app 38 — — — — 38 — — — — — — Premier Design and construction services 3,009 2,653 — — — — — — — 356 — — Pure Wellness Hypoallergenic premium rooms 141 — — — — 141 — — — — — — RED Leisure Watersports activities and travel/transportation services 321 — — — 321 — — — — — — — Remington Hotels Hotel management services (4) 3,243 — — — — 934 — 2,309 — — — — Year Ended December 31, 2020 Company Product or Service Total Investments in Hotel Properties, net (1) Other Assets Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC FF&E purchases $ 1,816 $ 1,816 $ — $ — $ — $ — $ — $ — $ — Ashford LLC Insurance claims services 108 — — — — — 108 — — INSPIRE Audio visual services 592 — — 592 — — — — — Lismore Capital Debt placement and related services 4,093 — 1,022 — — — — — 3,071 OpenKey Mobile key app 38 — — — 38 — — — — Premier Design and construction services 2,849 2,505 — — — — — 344 — Pure Wellness Hypoallergenic premium rooms 52 — — — 52 — — — — RED Leisure Watersports activities and travel/transportation services 139 — — 139 — — — — — Remington Hotels Hotel management services (4) 1,446 — — — 410 1,036 — — — Year Ended December 31, 2019 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 135 $ — $ — $ — $ — $ — $ 135 $ — $ — $ — INSPIRE Audio visual services 560 — — 560 — — — — — — Lismore Capital Debt placement and related services 1,208 — (995) — — — — — — 213 OpenKey Mobile key app 34 — — — 34 — — — — — Premier Design and construction services 10,123 9,584 — — — — — 539 — — Pure Wellness Hypoallergenic premium rooms 194 148 — — 46 — — — — — RED Leisure Watersports activities and travel/transportation services 946 — — — 946 — — — — — Remington Hotels Hotel management services (4) 572 — — — 323 249 — — — — ________ (1) Recorded in FF&E and depreciated over the estimated useful life. (2) Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement. (3) Recorded as a reduction of Series E and Series M Redeemable Preferred Stock proceeds. (4) Other hotel expenses include incentive hotel management fees and other hotel management costs. The following table summarizes the components of due to Ashford Inc. (in thousands): Due to Ashford Inc. Company Product or Service December 31, 2021 December 31, 2020 Ashford LLC Advisory services $ 394 $ 165 Ashford LLC FF&E purchases — 1,816 Ashford LLC Insurance claims services 1 12 INSPIRE Audio visual services 418 1 OpenKey Mobile key app — 3 Premier Design and construction services 470 631 RED Leisure Watersports activities and travel/transportation services 191 144 $ 1,474 $ 2,772 As of December 31, 2021 and 2020, due from related parties, net included a net receivable from Remington Hotels of $677,000 and $626,000, respectively, primarily related to advances made by Braemar and accrued base and incentive management fees. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at December 31, 2021, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 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 Year Ended December 31, 2021 Other hotel expenses $ 133 Management Fees —Under hotel management agreements for our hotel properties existing at December 31, 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 3.0% 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 2021 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 under the management agreement has occurred and an injunction to prevent Ashford TRS Chicago II form terminating the management agreement. 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 damages and a 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, in which 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 alleging 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 December 31, 2021, no amounts have been accrued. On February 16, 2022, the parties entered into a settlement agreement agreeing to: 1) amend the management agreement; 2) dismiss the lawsuit and counterclaims; 3) stipulate to the failure of the performance tests and cure amounts for 2018 of $867,682 and 2019 of $784,919; and 4) arbitrate whether the performance tests for 2020 and 2021 were valid and/or required equitable adjustment. On February 23, 2022, Ashford TRS Chicago II and Accor filed a stipulation of discontinuance dismissing all claims, counterclaims, and cross-claims in the January 6, 2020 action with prejudice. 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. On January 28, 2022, the Court approved a settlement of this litigation. The resulting loss to the Company is approximately $448,000; although it is entitled to indemnification in the amount of approximately $291,000, based on the respective periods of ownership of the Company’s hotel. As of December 31, 2021, approximately $500,000 was accrued. 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 December 31, 2021, no amounts have been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: 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. Leases —We lease land under two non-cancelable operating ground leases, which expire in 2067 and 2065, related to our hotel properties in La Jolla, California and Yountville, California, respectively. The lease in La Jolla, California contains one extension option of either 10 or 20 years dependent upon capital investment spend during the lease term. The lease in Yountville, California contains two 25 -year extension options. These leases are subject to base rent plus contingent rent based on each hotel property’s financial results and escalation clauses. Capital Commitments —At December 31, 2021, we had capital commitments of $23.0 million, including commitments that will be satisfied with insurance proceeds, relating to general capital improvements that are expected to be paid in the next twelve months. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesOn January 1, 2019, we adopted ASC 842 on a modified retrospective basis. We elected the practical expedients which allowed us to apply the new guidance at its effective date on January 1, 2019 without adjusting the comparative prior period financial statements. The package of practical expedients also allowed us to carry forward the historical lease classification. Additionally, we elected the practical expedients allowing us not to separate lease and non-lease components and not record short-term leases on the balance sheet across all existing asset classes. The adoption of this standard resulted in the recognition of operating lease ROU assets and lease liabilities primarily related to our ground lease arrangements for which we are the lessee. As of January 1, 2019, we recorded operating lease liabilities of $60.6 million as well as a corresponding operating lease ROU assets of $82.5 million, which includes, among other things, the reclassified intangible assets of $22.3 million. The standard did not have a material impact on our consolidated statements of operations and statements of cash flows. The majority of our leases are operating ground leases. We also have operating equipment leases, such as copier and vehicle leases, at our hotel properties. Some leases include one or more options to renew, with renewal terms that can extend the lease term from one The discount rate used to calculate the lease liability and ROU asset related to our ground leases is based on our incremental borrowing rate (“IBR”), as the rate implicit in each lease is not readily determinable. The IBR is determined at commencement of the lease, or upon modification of the lease, as the interest rate a lessee would have to pay to borrow on a fully collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. As of December 31, 2021 and 2020, our leased assets and liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 80,462 $ 81,260 Liabilities Operating lease liabilities $ 60,937 $ 60,917 We incurred the following lease costs related to our operating leases (in thousands): Year Ended December 31, Classification 2021 2020 2019 Operating lease cost (1) Hotel operating expenses - other $ 5,349 $ 4,373 $ 5,834 _______________________________________ (1) For the years ended December 31, 2021, 2020 and 2019, operating lease cost includes approximately $954,000, $(305,000) and $1.4 million, respectively, of variable lease cost associated with the ground leases, with the credit in 2020 primarily caused by the ground lease percentage rent true-up for fiscal year 2019-2020 at Hilton La Jolla Torrey Pines. Additionally, we recorded $512,000, $834,000 and $651,000, respectively, of amortization costs related to the intangible assets that were reclassified to “operating lease right-of-use assets” upon adoption of ASC 842. Short-term lease costs in aggregate are immaterial. Other information related to leases is as follows: Year Ended December 31, 2021 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 3,302 $ 3,261 $ 3,223 Weighted Average Remaining Lease Term Operating leases (1) 45 years 47 years 47 years Weighted Average Discount Rate Operating leases (1) 4.98 % 4.98 % 4.98 % _______________________________________ (1) Calculated using the lease term, excluding extension options, and discount rates of the ground leases. Future minimum lease payments due under non-cancellable leases as of December 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 3,338 2023 3,333 2024 3,302 2025 3,294 2026 3,308 Thereafter 143,692 Total future minimum lease payments (1) 160,267 Less: interest (99,330) Present value of operating lease liabilities $ 60,937 _______________________________________ (1) Based on payment amounts as of December 31, 2021 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For U.S. federal income tax purposes, we elected to be taxed as a REIT under the Code. To qualify as a REIT, we must meet certain organizational and operational stipulations, including a requirement that we distribute at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. We currently intend to adhere to these requirements and maintain our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes as well as to federal income and excise taxes on our undistributed taxable income. At December 31, 2021, 13 of our hotel properties were leased to TRS lessees and The Ritz-Carlton St. Thomas was owned by our USVI TRS. The TRS entities recognized net book income (loss) before income taxes of $12.6 million, $(27.0) million and $31.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2021 2020 2019 Income tax (expense) benefit at federal statutory income tax rate of 21% $ (2,652) $ 5,619 $ (6,509) State income tax (expense) benefit, net of U.S. federal income tax benefit 574 3,136 107 State and local income tax (expense) benefit on pass-through entity subsidiaries (9) (5) (16) Gross receipts and margin taxes (26) (13) (67) Benefit of USVI Economic Development Commission credit 3,346 783 5,614 Other (251) 311 16 Valuation allowance (2,306) (5,425) (909) Total income tax (expense) benefit $ (1,324) $ 4,406 $ (1,764) The components of income tax expense are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ (1,477) $ 3,431 $ (765) State (21) 19 (235) Total current income tax (expense) benefit (1,498) 3,450 (1,000) Deferred: Federal 131 1,262 (357) State 43 (306) (407) Total deferred income tax (expense) benefit 174 956 (764) Total income tax (expense) benefit $ (1,324) $ 4,406 $ (1,764) For the years ended December 31, 2021, 2020 and 2019, income tax expense included interest and penalties paid to taxing authorities of $3,000, $7,000 and $27,000, respectively. At December 31, 2021 and 2020, we determined that there were no amounts to accrue for interest and penalties due to taxing authorities. At December 31, 2021 and 2020, our net deferred tax asset, included in “other assets,” and net deferred tax liability, included in “accounts payable and accrued expenses,” respectively, on our consolidated balance sheets, consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets (liabilities): Tax intangibles basis greater than book basis $ 722 $ 718 Allowance for doubtful accounts 28 50 Unearned income 2,147 1,314 Federal and state net operating losses 15,677 14,166 Capital Loss Carryforward 529 523 Other 178 399 Accrued expenses 612 465 Tax property basis greater than book basis (2,487) (2,721) Prepaid expenses (4) (91) Net deferred tax asset 17,402 14,823 Valuation allowance (17,343) (14,938) Net deferred tax asset (liability) $ 59 $ (115) At December 31, 2021 and 2020, we recorded a valuation allowanc e of $17.3 million and $14.9 million, res pectively, to partially reserve the deferred tax assets of our TRSs. Primarily as a result of the limitation imposed by the Code on the utilization of net operating losses of acquired subsidiaries and the history of losses of our USVI TRS, we believe it is more likely than not that $17.3 million of our deferred tax assets will not be realized, and therefore, have provided a valuation allowance to reserve against the balances. At December 31, 2021, we had TRSs net operating loss carryforwards for U.S. federal income tax purposes of $61.2 million, of which $52.3 million is subject to expiration and will begin to expire in 2023. The remainder was generated after December 2017 and is not subject to expiration under the Tax Cuts and Jobs Act. $51.6 million of net operating loss carryforwards are attributable to acquired subsidiaries and are subject to substantial limitation on their use. We do not recognize deferred tax assets and a valuation allowance for the REIT since the REIT distributes its taxable income as dividends to stockholders, and in turn, the stockholders incur income taxes on those dividends. The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 14,938 $ 11,581 $ 14,483 Additions 2,405 3,357 — Deductions — — (2,902) Balance at end of year $ 17,343 $ 14,938 $ 11,581 The USVI TRS operates under a tax holiday in the U.S. Virgin Islands, which is effective through December 31, 2028, and may be extended if certain additional requirements are satisfied. The tax holiday is conditional upon our meeting certain employment and investment thresholds. The impact of this tax holiday decreased current foreign taxes by $907,000, $0 and $807,000 for the years ended December 31, 2021, 2020 and 2019, respectively. The benefit of the tax holiday on net income (loss) per share was approximately, $0.02, $0.00 and $0.02 for the years ended December 31, 2021, 2020 and 2019, respectively. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted. For the year ended December 31, 2020, the CARES Act allowed us to record a tax benefit of $3.4 million for the 2020 net operating loss at our TRS that was carried back to prior tax years. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law, and extended several COVID-19 tax related measures passed as part of the “CARES Act.” The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which was the period ended December 31, 2020. The Consolidated Appropriations Act, 2021 did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consisted of the following (in thousands): December 31, 2021 2020 Cost $ 5,682 $ 5,682 Accumulated amortization (1,421) (1,042) $ 4,261 $ 4,640 Intangible assets include the customer relationships associated with The Ritz-Carlton Sarasota acquisition on April 4, 2018. The customer relationships are being amortized over the 15 year expected life. For the years ended December 31, 2021, 2020 and 2019, amortization related to intangible assets was $379,000, $379,000 and $379,000, respectively. Estimated future amortization expense for intangible assets, net for each of the next five years and thereafter is as follows (in thousands): Intangible Assets, net 2022 $ 379 2023 379 2024 379 2025 379 2026 379 Thereafter 2,366 Total $ 4,261 |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Our investments are all concentrated within the hotel industry. All of our hotel properties are located within the U.S. and its territories. For the year ended December 31, 2021, three of our hotel properties generated revenues in excess of 10% of total hotel revenue amounting to 48% of total hotel revenue. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions that are in excess of the FDIC insurance limits of $250,000 and amounts due or payable under our derivative contracts. Our counterparties to our derivative contracts are investment grade financial institutions. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingWe operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of December 31, 2021 and December 31, 2020, all of our hotel properties were in the U.S. and its territories. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn February 2, 2022, the Company refinanced its mortgage loan secured by the Park Hyatt Beaver Creek Resort & Spa, which had a final maturity date in April 2022. The new, non-recourse mortgage loan totals $70.5 million and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of SOFR + 2.86%. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2021 (in thousands) Column A Column B Column C Column D Column E Column F Column G Column H Column I Initial Cost Costs Capitalized Gross Carrying Amount Hotel Property Location Encumbrances Land FF&E, Land FF&E, Land FF&E, Total Accumulated Construction Acquisition Income Capital Hilton Washington, D.C. $ 107,000 $ 45,721 $ 106,245 $ — $ 34,436 $ 45,721 $ 140,681 $ 186,402 $ 64,999 — 04/2007 (1),(2),(3) Hilton La Jolla Torrey Pines La Jolla, CA 88,000 — 114,614 — 8,224 — 122,838 122,838 51,047 — 04/2007 (1),(2),(3) Marriott Seattle Waterfront Seattle, WA 134,700 31,888 112,176 — 12,486 31,888 124,662 156,550 45,547 — 04/2007 (1),(2),(3) The Notary Hotel Philadelphia, PA 84,600 9,814 94,029 — 33,320 9,814 127,349 137,163 52,655 — 04/2007 (1),(2),(3) The Clancy San Francisco, CA 116,300 22,653 72,731 — 60,666 22,653 133,397 156,050 59,333 — 04/2007 (1),(2),(3) Sofitel Chicago Magnificent Mile Chicago, IL 99,400 12,631 140,369 — 11,480 12,631 151,849 164,480 39,599 — 02/2014 (1),(2),(3) Pier House Resort & Spa Key West, FL 80,000 59,731 33,011 — 4,428 59,731 37,439 97,170 11,889 — 03/2014 (1),(2),(3) Bardessono Hotel and Spa Yountville, CA 40,000 — 64,184 — 2,060 — 66,244 66,244 12,831 — 07/2015 (1),(2),(3) Hotel Yountville Yountville, CA 51,000 47,849 48,567 — 273 47,849 48,840 96,689 10,842 — 05/2017 (1),(2),(3) Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 67,500 89,117 56,383 — 5,649 89,117 62,032 151,149 13,431 — 03/2017 (1),(2),(3) The Ritz-Carlton Sarasota Sarasota, FL 99,500 83,630 99,782 — (8,894) 83,630 90,888 174,518 11,897 — 04/2018 (1),(2),(3) The Ritz-Carlton St. Thomas St. Thomas, USVI 42,500 25,533 38,467 — 76,471 25,533 114,938 140,471 16,357 — 12/2015 (1),(2),(3) The Ritz-Carlton Lake Tahoe Truckee, CA 54,000 26,731 91,603 — 2,461 26,731 94,064 120,795 8,082 — 01/2019 (1),(2),(3) Mr. C Beverly Hills Hotel Beverly Hills, CA 30,000 29,346 45,077 — 136 29,346 45,213 74,559 972 — 08/2021 (1),(2),(3) Total $ 1,094,500 $ 484,644 $ 1,117,238 $ — $ 243,196 $ 484,644 $ 1,360,434 $ 1,845,078 $ 399,481 __________________ (1) Estimated useful life for buildings is 39 years. (2) Estimated useful life for building improvements is 7.5 years. (3) Estimated useful life for furniture and fixtures is 1.5 to 5 years. Year Ended December 31, 2021 2020 2019 Investment in real estate: Beginning balance $ 1,784,849 $ 1,791,174 $ 1,562,806 Additions 95,663 16,067 262,541 Write-offs (32,677) (22,392) (14,445) Impairment — — (476) Sales/disposals (2,757) — (19,252) Ending balance $ 1,845,078 $ 1,784,849 $ 1,791,174 Accumulated depreciation: Beginning balance 360,259 309,752 262,905 Depreciation expense 73,054 72,899 69,195 Impairment — — (105) Write-offs (32,677) (22,392) (14,445) Sales/disposals (1,155) — (7,798) Ending balance $ 399,481 $ 360,259 $ 309,752 Investment in real estate, net $ 1,445,597 $ 1,424,590 $ 1,481,422 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying 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 consolidated financial statements. 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 (formerly Ashford Prime OP General Partner LLC), its general partner. As such, we consolidate Braemar OP. |
Use of Estimates | Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. |
Restricted Cash | Restricted Cash—Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment (“FF&E”) replacements of approximately 4% to 5% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts. |
Inventories | Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. |
Investments in Hotel Properties, net | Investments in Hotel Properties, net —Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. |
Impairment of Investments in Hotel Properties | Impairment of Investments in Hotel Properties —Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 4. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity —As of December 31, 2021, we held a 7.8% ownership interest in OpenKey, which is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review our investment in unconsolidated entity 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 our investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the years ended December 31, 2021, 2020 and 2019. See note 5 . |
Leases | Leases —We determine if an arrangement is a lease at the commencement date. Operating leases, as lessee, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. We currently do not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms used to calculate our right-of-use asset may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Subsequent to the initial recognition, lease liabilities are measured using the effective interest method. The ROU asset is generally reduced utilizing a straight-line method adjusted for the lease liability accretion during the period. We have lease agreements with lease and non-lease components, which under the elected practical expedients under ASC 842, we are not accounting for separately. For certain equipment leases, such as office equipment, copiers and vehicles, we account for the lease and non-lease components as a single lease component. |
Intangible Assets, net | Intangible Assets, net—Intangible assets, net represents the customer relationships associated with The Ritz-Carlton Sarasota acquisition, which are amortized using the straight-line method over its expected useful life, which approximates amortization based on economic consumption. |
Derivative Instruments | Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors and flooridors. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master-netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. None of our derivative instruments are designated as cash flow hedges. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets” in our consolidated balance sheets. For interest rate derivatives and credit default swaps changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense),” respectively, in our consolidated statements of operations. |
Due to/from Related Parties, net | Due to/from Related Parties, net—Due to/from related parties, net, represent current receivables and payables resulting from transactions related to hotel management with a related party. Due to/from related parties is generally settled within a period not exceeding one year. |
Due to/from Ashford Inc. | Due to/from Ashford Inc.—Due to/from Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses as well as other hotel products and services. These payables are generally settled within a period not exceeding one year. |
Due to/from Third-Party Hotel Managers | Due to/from Third-Party Hotel Managers —Due to/from third-party hotel managers primarily consists of amounts due from Marriott related to our cash reserves held at the Marriott corporate level related to our operations, real estate taxes, and other items, as well as current receivables and payables resulting from transactions with other third-party managers related to hotel management. These receivables and payables are generally settled within a period not exceeding one year. |
Noncontrolling Interests | Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of our consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder for cash or registered shares in certain cases outside of the Company’s control. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in consolidated entities represents an ownership interest of 25% in two hotel properties at December 31, 2021 and 2020, and is reported in equity in our consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. |
Revenue Recognition | Revenue Recognition —Rooms revenue represents revenues from the occupancy of our hotel rooms, which is driven by the occupancy and average daily rate. Rooms revenue includes revenue for guest no-shows, day use, and early/late departure fees. The contracts for room stays with customers are generally short in duration and revenues are recognized as services are provided over the course of the hotel stay. Advance deposits are recorded as liabilities when a customer or group of customers provides a deposit for a future stay or banquet event at our hotels. Advance deposits are converted to revenue when the services are provided to the customer or when the customer with a noncancellable reservation fails to arrive for part or all of the reservation. Conversely, advance deposits are generally refundable upon guest cancellation of the related reservation within an established period of time prior to the reservation. Our advance deposit balance as of December 31, 2021 and 2020 was $31.8 million and $16.2 million, respectively, and are generally recognized as revenue within a one-year period. Food & Beverage (“F&B”) revenue consists of revenue from the restaurants and lounges at our hotel properties, in-room dining and mini-bars revenue, and banquet/catering revenue from group and social functions. Other F&B revenue may include revenue from audiovisual equipment/services, rental of function rooms, and other F&B related revenues. Revenue is recognized as the services or products are provided. Our hotel properties may employ third parties to provide certain services at the property, for example, audio visual services. We evaluate each of these contracts to determine if the hotel is the principal or the agent in the transaction, and record the revenues as appropriate (i.e. gross vs. net). Other revenue consists of ancillary revenue at the property, including attrition and cancellation fees, condo management fees, resort and destination fees, health center fees, spas, golf, telecommunications, parking, entertainment and other guest services, as well as rental revenue primarily from leased retail outlets at our hotel properties, and membership initiation fees and dues, primarily from club memberships. Cancellation fees are recognized from non-cancellable deposits when the customer provides notification of cancellation in accordance with established management policy time frames. Non-refundable membership initiation fees are recognized over the expected life of an active membership. |
Other Hotel Expenses | Other Hotel Expenses —Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, hotel-level general and administrative, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. |
Advertising Costs | Advertising Costs —Advertising costs are charged to expense as incurred. For the years ended December 31, 2021, 2020 and 2019, we incurred advertising costs of $4.0 million, $2.1 million and $4.5 million, respectively. Advertising costs are included in “other” hotel expenses in our consolidated statements of operations. |
Equity-Based Compensation | Equity-Based Compensation —Stock/unit-based compensation for non-employees is measured at the grant date and expensed ratably over the vesting period based on the original measurement as of the grant date. This results in the recording of expense, included in “advisory services fee,” “management fees” and “corporate general and administrative” expense, equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. PSUs and Performance LTIP units granted to certain executive officers vest based on time and market conditions and are measured at the grant date fair value based on a Monte Carlo simulation valuation model. With respect to the 2019 and 2020 award agreements, the number of PSUs and Performance LTIP units actually earned may range from 0% to 200% of target based on achievement of a specific relative total stockholder return based on the formulas determined by the Company’s compensation committee on the grant date. The performance criteria for the PSUs and Performance LTIP units are based on market conditions under the relevant literatures . 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. |
Depreciation and Amortization | Depreciation and Amortization—Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for FF&E. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales. |
Income Taxes | Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to TRSs. However, Braemar TRS and our USVI TRS are treated as TRSs for U.S. federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to our TRSs using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. See note 18. The entities that own 13 of our 14 hotel properties are considered partnerships for U.S. federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the 14 hotel properties are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be TRSs of Braemar. The “Income Taxes” topic of the FASB’s ASC addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2017 through 2021 remain subject to potential examination by certain federal and state taxing authorities. |
Income (Loss) Per Share | Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. |
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 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenue disaggregated by geographical areas (in thousands): Year Ended December 31, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 6 $ 91,283 $ 27,205 $ 12,938 $ — $ 131,426 Colorado 1 17,303 10,936 7,945 — 36,184 Florida 2 65,974 27,148 21,094 — 114,216 Illinois 1 14,422 3,418 1,153 — 18,993 Pennsylvania 1 11,889 1,493 776 — 14,158 Washington 1 15,105 1,632 1,578 — 18,315 Washington, D.C. 1 9,773 3,014 1,142 — 13,929 USVI 1 54,819 15,453 10,049 — 80,321 Total 14 $ 280,568 $ 90,299 $ 56,675 $ — $ 427,542 Year Ended December 31, 2020 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 46,291 $ 13,573 $ 8,056 $ — $ 67,920 Colorado 1 12,847 6,178 6,529 — 25,554 Florida 2 33,829 17,009 14,446 — 65,284 Illinois 1 5,979 1,293 610 — 7,882 Pennsylvania 1 7,349 1,227 424 — 9,000 Washington 1 5,604 797 620 — 7,021 Washington, D.C. 1 7,595 3,519 1,604 — 12,718 USVI 1 16,771 6,667 8,157 — 31,595 Total 13 $ 136,265 $ 50,263 $ 40,446 $ — $ 226,974 Year Ended December 31, 2019 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Other Total California 5 $ 115,826 $ 37,022 $ 15,930 $ — $ 168,778 Colorado 1 18,209 12,430 10,049 — 40,688 Florida 2 47,166 26,656 16,758 — 90,580 Illinois 1 25,366 7,839 1,565 — 34,770 Pennsylvania 1 26,016 4,738 1,133 — 31,887 Washington 1 29,235 6,633 1,629 — 37,497 Washington, D.C. 1 38,735 16,710 1,840 — 57,285 USVI 1 3,295 3,057 19,770 — 26,122 Corporate entities — — — — 7 7 Total 13 $ 303,848 $ 115,085 $ 68,674 $ 7 $ 487,614 |
Investments in Hotel Properti_2
Investments in Hotel Properties, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investment in Hotel Properties | Investments in hotel properties, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Land $ 480,530 $ 455,298 Buildings and improvements 1,215,810 1,190,437 Furniture, fixtures and equipment 123,954 127,692 Construction in progress 12,038 11,422 Residences 12,746 — Total cost 1,845,078 1,784,849 Accumulated depreciation (399,481) (360,259) Investments in hotel properties, net $ 1,445,597 $ 1,424,590 |
Schedule of Preliminary Estimated Fair Value of the Assets Acquired and Liabilities Assumed in the Acquisition | This valuation is considered a Level 3 valuation technique, as noted in the following table (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 consolidated statements of operations for the year ended December 31, 2021: Year Ended December 31, 2021 Total revenue $ 6,592 Net income (loss) (1,630) 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 $563,000 of non-recurring transaction costs directly attributable to the acquisition for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 2020 Total revenue $ 433,813 $ 235,379 Net income (loss) $ (32,720) $ (128,461) Net income (loss) attributable to common stockholders $ (38,334) $ (111,613) Pro forma income (loss) per share; Basic $ (0.72) $ (3.28) Diluted $ (0.72) $ (3.28) Weighted average common shares outstanding (in thousands): Basic 52,684 33,998 Diluted 52,684 33,998 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information | The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2021 December 31, 2020 Carrying value of the investment in OpenKey (in thousands) $ 1,689 $ 1,708 Ownership interest in OpenKey 7.8 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Equity in earnings (loss) of unconsolidated entity $ (252) $ (217) $ (199) The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2021 2020 2019 (Income) loss from consolidated entities attributable to noncontrolling interests $ 2,650 $ 6,436 $ (2,032) |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 December 31, 2020 Debt Balance Book Value of Collateral Debt Balance Book Value of Collateral Mortgage loan (3) Park Hyatt Beaver Creek Resort & Spa April 2022 April 2022 LIBOR (1) +3.00% $ 67,500 $ 137,718 $ 67,500 $ 140,516 Mortgage loan (4) The Notary Hotel June 2022 June 2025 LIBOR (1) + 2.16% 435,000 417,109 435,000 439,215 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% 42,500 124,114 42,500 130,216 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% 99,500 162,621 100,000 163,814 Mortgage loan (7) (8) Hotel Yountville May 2023 May 2023 LIBOR (1) + 2.55% 51,000 85,847 51,000 87,795 Mortgage loan (7) (8) Bardessono Hotel and Spa August 2023 August 2023 LIBOR (1) + 2.55% 40,000 53,413 40,000 56,645 Mortgage loan (7) The Ritz-Carlton Lake Tahoe January 2024 January 2024 LIBOR (1) + 2.10% 54,000 112,713 54,000 113,821 Mortgage loan (9) Capital Hilton February 2024 February 2024 LIBOR (1) + 1.70% 195,000 193,194 197,229 203,918 Hilton La Jolla Torrey Pines Mortgage loan (10) Mr. C Beverly Hills Hotel August 2024 August 2024 LIBOR (1) + 3.60% 30,000 73,587 — — Mortgage loan (7) Pier House Resort & Spa September 2024 September 2024 LIBOR (1) + 1.85% 80,000 85,281 80,000 88,650 Convertible Senior Notes (11) Equity June 2026 June 2026 4.50% 86,250 — — — 1,180,750 1,445,597 1,128,724 1,424,590 Capitalized default interest and late charges 3,904 7,304 Deferred loan costs, net (3,538) (5,434) Discounts, net (8,438) — Indebtedness, net $ 1,172,678 $ 1,445,597 $ 1,130,594 $ 1,424,590 __________________ (1) LIBOR rates were 0.101% and 0.144% at December 31, 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. |
Schedule of Maturities of Long-term Debt | Maturities and scheduled amortization of indebtedness as of December 31, 2021, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands): 2022 $ 546,000 2023 189,500 2024 359,000 2025 — 2026 86,250 Thereafter — Total $ 1,180,750 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, Interest rate caps: (1) 2021 2020 2019 Notional amount (in thousands) $ 882,500 $ 602,500 $ 391,000 Strike rate low end of range 0.75 % 3.00 % 3.00 % Strike rate high end of range 4.00 % 4.00 % 7.80 % Effective date range January 2021- September 2021 March 2020 - June 2020 January 2019 - December 2019 Termination date range February 2022- August 2024 April 2021 - June 2021 March 2020 -October 2021 Total cost of interest rate caps (in thousands) $ 200 $ 92 $ 115 Interest rate floors: Notional amount (in thousands) $ — $ — $ 2,000,000 Strike rate low end of range 1.63 % Strike rate high end of range 1.63 % Effective date January 2019 Termination date March 2020 Total cost of interest rate floors (in thousands) $ — $ — $ 75 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) December 31, 2021 December 31, 2020 Notional amount (in thousands) $ 882,500 $ 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 February 2022 - August 2024 February 2021 - October 2021 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 857,000 $ 779,000 _______________ (1) No instruments were designated as cash flow hedges. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Assets Derivative assets: Interest rate derivatives - caps $ — $ 139 $ — $ 139 Total $ — $ 139 $ — $ 139 (1) Liabilities Derivative liabilities: Warrants — (1,435) $ — (1,435) (2) Net $ — $ (1,296) $ — $ (1,296) __________________ (1) Reported as “derivative assets” in our consolidated balance sheet. (2) Reported as “derivative liabilities” in our consolidated balance sheet. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2021 2020 2019 Assets Derivative assets: Interest rate derivatives - floors $ — $ — $ (152) Interest rate derivatives - caps $ (62) $ (93) $ (134) Credit default swaps — 117 (1) (1,095) (1) Total derivative assets $ (62) $ 24 $ (1,381) Non-derivative assets: Investment in Ashford Inc. $ — $ — $ (5,552) Total $ (62) $ 24 $ (6,933) Liabilities Derivative liabilities: Warrants 94 — — Net $ 32 $ 24 $ (6,933) Total combined Interest rate derivatives - floors $ — $ 3,615 $ 126 Interest rate derivatives - caps (62) (93) (134) Credit default swaps — 1,437 (1,095) Warrants 94 — — Unrealized gain (loss) on derivatives 32 4,959 (1,103) Realized gain (loss) on credit default swaps — (1,320) — Realized gain (loss) on interest rate floors — (3,615) (2) (278) (2) Unrealized gain (loss) on investment in Ashford Inc. — — 7,872 Realized gain (loss) on investment in Ashford Inc. — — (13,424) Net $ 32 $ 24 $ (6,933) _______________ (1) Excludes costs associated with credit default swaps of $191 and $253 for the years ended December 31, 2020 and 2019, respectively, which is included in “other income (expense)” in our consolidated statements of operations. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2021 December 31, 2020 Carrying Estimated Carrying Estimated Financial assets and liabilities measured at fair value: Derivative assets $ 139 $ 139 $ — $ — Derivative liabilities 1,435 1,435 — — Financial assets not measured at fair value: Cash and cash equivalents $ 215,998 $ 215,998 $ 78,606 $ 78,606 Restricted cash 47,376 47,376 34,544 34,544 Accounts receivable, net 23,701 23,701 13,557 13,557 Due from related parties, net 1,770 1,770 991 991 Due from third-party hotel managers 27,461 27,461 12,271 12,271 Financial liabilities not measured at fair value: Indebtedness $ 1,172,312 $1,022,408 to $1,130,029 $ 1,128,724 $884,325 to $977,411 Accounts payable and accrued expenses 96,316 96,316 61,758 61,758 Dividends and distributions payable 2,173 2,173 2,736 2,736 Due to Ashford Inc. 1,474 1,474 2,772 2,772 Due to third-party hotel managers 610 610 1,393 1,393 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2021 2020 2019 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ (26,664) $ (105,262) $ 371 Less: Dividends on preferred stock (8,745) (10,219) (10,142) Less: Dividends on common stock — — (24,145) Less: Loss on extinguishment of preferred stock - Series B (4,595) — — Less: Dividends on unvested performance stock units — — (261) Add: Claw back of dividends on cancelled performance stock units 143 202 — Less: Dividends on unvested restricted shares — — (405) Undistributed net income (loss) allocated to common stockholders (39,861) (115,279) (34,582) Add back: Dividends on common stock — — 24,145 Distributed and undistributed net income (loss) - basic and diluted $ (39,861) $ (115,279) $ (10,437) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 52,684 33,998 32,289 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ (0.76) $ (3.39) $ (0.32) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ (0.76) $ (3.39) $ (0.32) |
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): Year Ended December 31, 2021 2020 2019 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ — $ 405 Income (loss) allocated to unvested performance stock units — — 261 Income (loss) attributable to redeemable noncontrolling interests in operating partnership $ (3,597) $ (12,979) $ (1,207) Dividends on preferred stock - Series B 4,747 6,919 6,842 Loss on extinguishment of preferred stock - Series B 4,595 — — Interest expense on Convertible Senior Notes 3,378 — — Dividends on preferred stock - Series E 683 — — Dividends on preferred stock - Series M 15 — — Total $ 9,821 $ (6,060) $ 6,301 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 99 22 51 Effect of unvested performance stock units — — 193 Effect of assumed conversion of operating partnership units 4,980 3,923 4,219 Effect of assumed conversion of preferred stock - Series B 4,614 6,728 6,581 Effect of assumed conversion of exchanged preferred stock - Series B 364 — — Effect of assumed conversion of Convertible Senior Notes 8,450 — — Effect of assumed conversion of preferred stock - Series E 1,345 — — Effect of assumed conversion of preferred stock - Series M 32 — — Total 19,884 10,673 11,044 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Compensation Expense | The following table presents compensation expense for Performance LTIP units and LTIP units (in thousands): Year Ended December 31, Type Line Item 2021 2020 2019 Performance LTIP units Advisory services fee $ 1,765 $ 884 $ 1,144 LTIP units Advisory services fee 1,372 1,142 1,354 LTIP units Corporate, general and administrative 12 — — LTIP units - independent directors Corporate, general and administrative 164 120 103 Total $ 3,313 $ 2,146 $ 2,601 |
Summary of the Activity of Temporary Equity | A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Units outstanding at beginning of year 4,277 4,538 4,833 LTIP units issued 469 129 91 Performance LTIP units issued 840 160 60 Common units issued for hotel acquisition 2,500 — — Units redeemed for shares of common stock (868) (339) (165) Performance LTIP units cancelled (60) (211) (281) Units outstanding at end of year 7,158 4,277 4,538 Units convertible/redeemable at end of year 5,533 3,823 4,027 The issuance activity is summarized below (in thousands): Year Ended December 31, 2021 2020 2019 Series B Convertible Preferred Stock shares issued — 23 42 Gross proceeds received $ — $ 439 $ 809 Commissions — 7 12 Net proceeds $ — $ 432 $ 797 The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 2020 2019 Series B Convertible Preferred Stock $ 4,747 $ 6,919 $ 6,842 The issuance activity of the Series E Preferred Stock is summarized below (in thousands): Year Ended December 31, 2021 Series E Preferred Stock shares issued (1) 1,709 Net proceeds $ 38,450 __________________ (1) Exclusive of shares issued under the dividend reinvestment plan. The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): December 31, 2021 December 31, 2020 Series E Preferred Stock $ 39,339 $ — Adjustments to Series E Preferred Stock (1) $ 3,128 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 Series E Preferred Stock $ 683 The issuance activity of Series M Preferred Stock is summarized below (in thousands): Year Ended December 31, 2021 Series M Preferred Stock shares issued 29 Net proceeds $ 704 The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): December 31, 2021 December 31, 2020 Series M Preferred Stock $ 715 $ — Adjustments to Series M Preferred Stock (1) $ 133 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 Series M Preferred Stock $ 15 |
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: December 31, 2021 December 31, 2020 Redeemable noncontrolling interests in Braemar OP $ 36,087 $ 27,655 Adjustments to redeemable noncontrolling interests (1) $ 275 $ 167 Ownership percentage of operating partnership 8.83 % 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): Year Ended December 31, 2021 2020 2019 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 3,597 $ 12,979 $ 1,207 Distributions declared to holders of common units, LTIP units and Performance LTIP units — — 3,050 Performance LTIP dividend claw back upon cancellation (38) (270) — The following table presents the common units redeemed and the fair value at redemption (in thousands): Year Ended December 31, 2021 2020 2019 Common units converted to common stock 868 339 165 Fair value of common units converted $ 4,122 (2) $ 390 (1) $ 2,201 ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million. (2) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $4.6 million. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Dividends Declared | The following table summarizes the common stock dividends declared during the period (in thousands): Year Ended December 31, 2021 2020 2019 Common stock dividends declared $ — $ — $ 21,302 The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 2020 2019 Series D Cumulative Preferred Stock $ 3,300 $ 3,300 $ 3,300 |
Schedule of Issuance Activity | The issuance activity is summarized below (in thousands): Year Ended December 31, 2021 2020 2019 Common shares issued 2,711 4,729 — Gross proceeds received $ 16,119 $ 14,717 $ — Commissions 202 184 — Net proceeds $ 15,917 $ 14,533 $ — The issuance activity under the SEDA is summarized below (in thousands): Year Ended December 31, 2021 Common shares sold to YA 1,700 Proceeds received $ 10,000 The issuance activity under the Lincoln Park agreement is summarized below (in thousands): Year Ended December 31, 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): Year Ended December 31, 2021 Common shares issued 8,339 Gross proceeds received $ 50,000 Commissions 500 Net proceeds $ 49,500 The issuance activity under the Virtu July 2021 EDA is summarized below (in thousands): Year Ended December 31, 2021 Common shares issued 4,712 Gross proceeds received $ 24,020 Commissions 240 Net proceeds $ 23,780 |
Summarized Financial Information | The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2021 December 31, 2020 Carrying value of the investment in OpenKey (in thousands) $ 1,689 $ 1,708 Ownership interest in OpenKey 7.8 % 8.2 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Equity in earnings (loss) of unconsolidated entity $ (252) $ (217) $ (199) The following table summarizes the (income) loss allocated to noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2021 2020 2019 (Income) loss from consolidated entities attributable to noncontrolling interests $ 2,650 $ 6,436 $ (2,032) |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of the Activity of Temporary Equity | A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Units outstanding at beginning of year 4,277 4,538 4,833 LTIP units issued 469 129 91 Performance LTIP units issued 840 160 60 Common units issued for hotel acquisition 2,500 — — Units redeemed for shares of common stock (868) (339) (165) Performance LTIP units cancelled (60) (211) (281) Units outstanding at end of year 7,158 4,277 4,538 Units convertible/redeemable at end of year 5,533 3,823 4,027 The issuance activity is summarized below (in thousands): Year Ended December 31, 2021 2020 2019 Series B Convertible Preferred Stock shares issued — 23 42 Gross proceeds received $ — $ 439 $ 809 Commissions — 7 12 Net proceeds $ — $ 432 $ 797 The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 2020 2019 Series B Convertible Preferred Stock $ 4,747 $ 6,919 $ 6,842 The issuance activity of the Series E Preferred Stock is summarized below (in thousands): Year Ended December 31, 2021 Series E Preferred Stock shares issued (1) 1,709 Net proceeds $ 38,450 __________________ (1) Exclusive of shares issued under the dividend reinvestment plan. The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): December 31, 2021 December 31, 2020 Series E Preferred Stock $ 39,339 $ — Adjustments to Series E Preferred Stock (1) $ 3,128 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 Series E Preferred Stock $ 683 The issuance activity of Series M Preferred Stock is summarized below (in thousands): Year Ended December 31, 2021 Series M Preferred Stock shares issued 29 Net proceeds $ 704 The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): December 31, 2021 December 31, 2020 Series M Preferred Stock $ 715 $ — Adjustments to Series M Preferred Stock (1) $ 133 $ — ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2021 Series M Preferred Stock $ 15 |
Summary of Series B Cumulative Convertible Preferred Stock Activity | The table below summarizes the activity (in thousands): Year Ended December 31, 2021 Preferred Shares Tendered Common Shares Issued Series B Convertible Preferred Stock 1,953 7,291 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Compensation Cost | The following table summarizes the stock-based compensation expense for restricted stock (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Advisory services fee $ 3,028 $ 2,672 $ 2,468 Management fees 56 133 155 Corporate general and administrative 111 71 72 Corporate general and administrative - independent directors 322 130 208 $ 3,517 $ 3,006 $ 2,903 The following table summarizes the compensation expense for PSUs (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Advisory services fee $ 3,374 $ 2,695 2,439 |
Summary of Restricted Stock Activity | A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2021 2020 2019 Number of Units Weighted Average Number of Units Weighted Average Number of Units Weighted Average Outstanding at beginning of year 536 $ 7.98 497 $ 11.89 441 $ 10.91 Restricted shares granted 764 7.02 359 4.13 261 12.68 Restricted shares vested (317) 6.31 (310) 9.81 (198) 10.75 Restricted shares forfeited (26) 6.94 (10) 7.25 (7) 11.59 Outstanding at end of year 957 $ 6.94 536 $ 7.98 497 $ 11.89 |
Summary of PSUs Activity | A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2021 2020 2019 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 448 $ 11.71 420 $ 16.91 316 $ 12.29 PSUs granted 446 7.01 225 3.51 223 19.96 PSUs canceled (223) 19.96 (197) 13.43 (119) 10.42 Outstanding at end of year 671 $ 5.84 448 $ 11.71 420 $ 16.91 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2021 2020 2019 Advisory services fee Base advisory fee $ 10,806 $ 9,981 $ 10,834 Reimbursable expenses (1) 2,297 1,790 2,289 Equity-based compensation (2) 9,538 7,393 7,404 Incentive fee (3) — (678) — Total $ 22,641 $ 18,486 $ 20,527 ________ (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. (3) The $(678,000) incentive fee in 2020 is a result of not meeting the FCCR threshold required for paying the final installment of the incentive fee incurred in 2018. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Year Ended December 31, Line Item 2021 2020 2019 Corporate, general and administrative $ 1,983 $ 658 $ 314 The following table presents the fees related to our hotel and design and construction services agreements with Remington Lodging prior to its transactions with Ashford Inc. (in thousands): Year Ended December 31, 2019 Hotel management fees, including incentive hotel management fees $ 1,738 Corporate general and administrative 297 Total $ 2,035 Year Ended December 31, 2021 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Assets Other Hotel Revenue Other Hotel Expenses Preferred Stock (3) Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 7 $ — $ — $ — $ — $ — $ — $ — $ 7 $ — $ — $ — Ashford Securities Broker/Dealer 1,983 — — — — — — — — — 1,983 — Ashford Securities Dealer Manager Fees 410 — — — — — 410 — — — — — INSPIRE Audio visual services 1,001 — — — 1,001 — — — — — — — Lismore Capital Debt placement and related services 491 — 150 — — — — — — — — 341 Lismore Capital Broker services 3 — — — — — — — — — — 3 OpenKey Mobile key app 38 — — — — 38 — — — — — — Premier Design and construction services 3,009 2,653 — — — — — — — 356 — — Pure Wellness Hypoallergenic premium rooms 141 — — — — 141 — — — — — — RED Leisure Watersports activities and travel/transportation services 321 — — — 321 — — — — — — — Remington Hotels Hotel management services (4) 3,243 — — — — 934 — 2,309 — — — — Year Ended December 31, 2020 Company Product or Service Total Investments in Hotel Properties, net (1) Other Assets Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC FF&E purchases $ 1,816 $ 1,816 $ — $ — $ — $ — $ — $ — $ — Ashford LLC Insurance claims services 108 — — — — — 108 — — INSPIRE Audio visual services 592 — — 592 — — — — — Lismore Capital Debt placement and related services 4,093 — 1,022 — — — — — 3,071 OpenKey Mobile key app 38 — — — 38 — — — — Premier Design and construction services 2,849 2,505 — — — — — 344 — Pure Wellness Hypoallergenic premium rooms 52 — — — 52 — — — — RED Leisure Watersports activities and travel/transportation services 139 — — 139 — — — — — Remington Hotels Hotel management services (4) 1,446 — — — 410 1,036 — — — Year Ended December 31, 2019 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 135 $ — $ — $ — $ — $ — $ 135 $ — $ — $ — INSPIRE Audio visual services 560 — — 560 — — — — — — Lismore Capital Debt placement and related services 1,208 — (995) — — — — — — 213 OpenKey Mobile key app 34 — — — 34 — — — — — Premier Design and construction services 10,123 9,584 — — — — — 539 — — Pure Wellness Hypoallergenic premium rooms 194 148 — — 46 — — — — — RED Leisure Watersports activities and travel/transportation services 946 — — — 946 — — — — — Remington Hotels Hotel management services (4) 572 — — — 323 249 — — — — ________ (1) Recorded in FF&E and depreciated over the estimated useful life. (2) Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement. (3) Recorded as a reduction of Series E and Series M Redeemable Preferred Stock proceeds. (4) Other hotel expenses include incentive hotel management fees and other hotel management costs. The following table summarizes the components of due to Ashford Inc. (in thousands): Due to Ashford Inc. Company Product or Service December 31, 2021 December 31, 2020 Ashford LLC Advisory services $ 394 $ 165 Ashford LLC FF&E purchases — 1,816 Ashford LLC Insurance claims services 1 12 INSPIRE Audio visual services 418 1 OpenKey Mobile key app — 3 Premier Design and construction services 470 631 RED Leisure Watersports activities and travel/transportation services 191 144 $ 1,474 $ 2,772 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Licensing Fees Incurred | The table below summarizes the licensing fees incurred (in thousands): Line Item Year Ended December 31, 2021 Other hotel expenses $ 133 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease Balances | As of December 31, 2021 and 2020, our leased assets and liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 80,462 $ 81,260 Liabilities Operating lease liabilities $ 60,937 $ 60,917 |
Lease Cost and Other Information | We incurred the following lease costs related to our operating leases (in thousands): Year Ended December 31, Classification 2021 2020 2019 Operating lease cost (1) Hotel operating expenses - other $ 5,349 $ 4,373 $ 5,834 _______________________________________ (1) For the years ended December 31, 2021, 2020 and 2019, operating lease cost includes approximately $954,000, $(305,000) and $1.4 million, respectively, of variable lease cost associated with the ground leases, with the credit in 2020 primarily caused by the ground lease percentage rent true-up for fiscal year 2019-2020 at Hilton La Jolla Torrey Pines. Additionally, we recorded $512,000, $834,000 and $651,000, respectively, of amortization costs related to the intangible assets that were reclassified to “operating lease right-of-use assets” upon adoption of ASC 842. Short-term lease costs in aggregate are immaterial. Other information related to leases is as follows: Year Ended December 31, 2021 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 3,302 $ 3,261 $ 3,223 Weighted Average Remaining Lease Term Operating leases (1) 45 years 47 years 47 years Weighted Average Discount Rate Operating leases (1) 4.98 % 4.98 % 4.98 % _______________________________________ (1) Calculated using the lease term, excluding extension options, and discount rates of the ground leases. |
Maturities of Operating Lease Liabilities | Future minimum lease payments due under non-cancellable leases as of December 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 3,338 2023 3,333 2024 3,302 2025 3,294 2026 3,308 Thereafter 143,692 Total future minimum lease payments (1) 160,267 Less: interest (99,330) Present value of operating lease liabilities $ 60,937 _______________________________________ (1) Based on payment amounts as of December 31, 2021 . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2021 2020 2019 Income tax (expense) benefit at federal statutory income tax rate of 21% $ (2,652) $ 5,619 $ (6,509) State income tax (expense) benefit, net of U.S. federal income tax benefit 574 3,136 107 State and local income tax (expense) benefit on pass-through entity subsidiaries (9) (5) (16) Gross receipts and margin taxes (26) (13) (67) Benefit of USVI Economic Development Commission credit 3,346 783 5,614 Other (251) 311 16 Valuation allowance (2,306) (5,425) (909) Total income tax (expense) benefit $ (1,324) $ 4,406 $ (1,764) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ (1,477) $ 3,431 $ (765) State (21) 19 (235) Total current income tax (expense) benefit (1,498) 3,450 (1,000) Deferred: Federal 131 1,262 (357) State 43 (306) (407) Total deferred income tax (expense) benefit 174 956 (764) Total income tax (expense) benefit $ (1,324) $ 4,406 $ (1,764) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2021 and 2020, our net deferred tax asset, included in “other assets,” and net deferred tax liability, included in “accounts payable and accrued expenses,” respectively, on our consolidated balance sheets, consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets (liabilities): Tax intangibles basis greater than book basis $ 722 $ 718 Allowance for doubtful accounts 28 50 Unearned income 2,147 1,314 Federal and state net operating losses 15,677 14,166 Capital Loss Carryforward 529 523 Other 178 399 Accrued expenses 612 465 Tax property basis greater than book basis (2,487) (2,721) Prepaid expenses (4) (91) Net deferred tax asset 17,402 14,823 Valuation allowance (17,343) (14,938) Net deferred tax asset (liability) $ 59 $ (115) |
Summary of Valuation Allowance | The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 14,938 $ 11,581 $ 14,483 Additions 2,405 3,357 — Deductions — — (2,902) Balance at end of year $ 17,343 $ 14,938 $ 11,581 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, net | Intangible assets, net consisted of the following (in thousands): December 31, 2021 2020 Cost $ 5,682 $ 5,682 Accumulated amortization (1,421) (1,042) $ 4,261 $ 4,640 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for intangible assets, net for each of the next five years and thereafter is as follows (in thousands): Intangible Assets, net 2022 $ 379 2023 379 2024 379 2025 379 2026 379 Thereafter 2,366 Total $ 4,261 |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | Mar. 04, 2022$ / shares | Dec. 31, 2021USD ($)hotelroomstate | Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) |
Real Estate Properties [Line Items] | |||||
Number of hotel properties | 14 | 13 | 13 | ||
Number of states in which entity operates | state | 6 | ||||
Number of rooms | room | 3,875 | ||||
Number of units in real estate property, net partnership interest | room | 3,640 | ||||
Cash and cash equivalents | $ | $ 215,998 | $ 78,606 | $ 71,995 | $ 182,578 | |
Restricted cash | $ | 47,376 | 34,544 | $ 58,388 | $ 75,910 | |
Due from third-party hotel managers | $ | $ 27,461 | $ 12,271 | |||
Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Dividends declared per common share (in dollars per share) | $ / shares | $ 0.01 | ||||
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) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)hotel | Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | Jan. 01, 2022USD ($) | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |||||
Period for settlement due to and from affiliates maximum | 1 year | ||||
Number of hotel properties | hotel | 14 | 13 | 13 | ||
Advance deposit balance | $ 31,800,000 | $ 16,200,000 | |||
Advertising costs | 4,000,000 | 2,100,000 | $ 4,500,000 | ||
Indebtedness, gross | 1,172,678,000 | 1,130,594,000 | |||
Stockholders' equity attributable to parent | $ 398,847,000 | $ 276,258,000 | |||
Forecast | Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | |||||
Significant Accounting Policies [Line Items] | |||||
Indebtedness, gross | $ 5,600,000 | ||||
Stockholders' equity attributable to parent | $ (5,600,000) | ||||
Performance Long Term Incentive Plan Units | |||||
Significant Accounting Policies [Line Items] | |||||
Award vesting period | 3 years | ||||
Performance Shares | 2021 Grants | |||||
Significant Accounting Policies [Line Items] | |||||
Award vesting period | 3 years | ||||
Hotel Properties | |||||
Significant Accounting Policies [Line Items] | |||||
Noncontrolling interest. ownership percentage | 25.00% | 25.00% | |||
Partially Owned Properties | Hotel Properties | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 2 | 2 | |||
Consolidated Properties | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 2 | ||||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 13 | ||||
OpenKey | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 7.80% | 8.20% | 8.20% | ||
Impairment | $ 0 | $ 0 | $ 0 | ||
Minimum | Performance Long Term Incentive Plan Units | 2019 and 2020 Grants | |||||
Significant Accounting Policies [Line Items] | |||||
Performance adjustment range (as a percent) | 0.00% | ||||
Minimum | Performance Shares | 2021 Grants | |||||
Significant Accounting Policies [Line Items] | |||||
Performance adjustment range (as a percent) | 0.00% | ||||
Minimum | Building and Building Improvements | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 7 years 6 months | ||||
Minimum | Furniture and Fixtures | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 1 year 6 months | ||||
Minimum | Restricted Cash | |||||
Significant Accounting Policies [Line Items] | |||||
Replacement reserve escrow as percentage of property revenue | 4.00% | ||||
Maximum | Performance Long Term Incentive Plan Units | 2019 and 2020 Grants | |||||
Significant Accounting Policies [Line Items] | |||||
Performance adjustment range (as a percent) | 200.00% | ||||
Maximum | Performance Shares | 2021 Grants | |||||
Significant Accounting Policies [Line Items] | |||||
Performance adjustment range (as a percent) | 200.00% | ||||
Maximum | Building and Building Improvements | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 39 years | ||||
Maximum | Furniture and Fixtures | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years | ||||
Maximum | Restricted Cash | |||||
Significant Accounting Policies [Line Items] | |||||
Replacement reserve escrow as percentage of property revenue | 5.00% |
Revenue (Details)
Revenue (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)hotel | Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | |
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 14 | 13 | 13 |
Total revenue | $ 427,542,000 | $ 226,974,000 | $ 487,614,000 |
Other Hotel Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from business interruption losses | $ 0 | $ 4,000,000 | $ 19,300,000 |
California | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 6 | 5 | 5 |
Total revenue | $ 131,426,000 | $ 67,920,000 | $ 168,778,000 |
Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 36,184,000 | $ 25,554,000 | $ 40,688,000 |
Florida | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 2 | 2 | 2 |
Total revenue | $ 114,216,000 | $ 65,284,000 | $ 90,580,000 |
Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 18,993,000 | $ 7,882,000 | $ 34,770,000 |
Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 14,158,000 | $ 9,000,000 | $ 31,887,000 |
Washington | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 18,315,000 | $ 7,021,000 | $ 37,497,000 |
Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 13,929,000 | $ 12,718,000 | $ 57,285,000 |
USVI | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 1 | 1 | 1 |
Total revenue | $ 80,321,000 | $ 31,595,000 | $ 26,122,000 |
Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Number of Hotels | hotel | 0 | ||
Total revenue | $ 7,000 | ||
Rooms | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 280,568,000 | 136,265,000 | 303,848,000 |
Rooms | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 91,283,000 | 46,291,000 | 115,826,000 |
Rooms | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 17,303,000 | 12,847,000 | 18,209,000 |
Rooms | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 65,974,000 | 33,829,000 | 47,166,000 |
Rooms | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 14,422,000 | 5,979,000 | 25,366,000 |
Rooms | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 11,889,000 | 7,349,000 | 26,016,000 |
Rooms | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 15,105,000 | 5,604,000 | 29,235,000 |
Rooms | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 9,773,000 | 7,595,000 | 38,735,000 |
Rooms | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 54,819,000 | 16,771,000 | 3,295,000 |
Rooms | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | ||
Food and Beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 90,299,000 | 50,263,000 | 115,085,000 |
Food and Beverage | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 27,205,000 | 13,573,000 | 37,022,000 |
Food and Beverage | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 10,936,000 | 6,178,000 | 12,430,000 |
Food and Beverage | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 27,148,000 | 17,009,000 | 26,656,000 |
Food and Beverage | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,418,000 | 1,293,000 | 7,839,000 |
Food and Beverage | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,493,000 | 1,227,000 | 4,738,000 |
Food and Beverage | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,632,000 | 797,000 | 6,633,000 |
Food and Beverage | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,014,000 | 3,519,000 | 16,710,000 |
Food and Beverage | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 15,453,000 | 6,667,000 | 3,057,000 |
Food and Beverage | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | ||
Other Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 56,675,000 | 40,446,000 | 68,674,000 |
Other Hotel | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 12,938,000 | 8,056,000 | 15,930,000 |
Other Hotel | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 7,945,000 | 6,529,000 | 10,049,000 |
Other Hotel | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 21,094,000 | 14,446,000 | 16,758,000 |
Other Hotel | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,153,000 | 610,000 | 1,565,000 |
Other Hotel | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 776,000 | 424,000 | 1,133,000 |
Other Hotel | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,578,000 | 620,000 | 1,629,000 |
Other Hotel | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,142,000 | 1,604,000 | 1,840,000 |
Other Hotel | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 10,049,000 | 8,157,000 | 19,770,000 |
Other Hotel | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | ||
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 7,000 |
Other | California | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Colorado | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Florida | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Illinois | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Pennsylvania | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Washington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | Washington, D.C. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Other | USVI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 0 | $ 0 | 0 |
Other | Corporate entities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 7,000 |
Investments in Hotel Properti_3
Investments in Hotel Properties, net (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Land | $ 480,530,000 | $ 455,298,000 | ||
Buildings and improvements | 1,215,810,000 | 1,190,437,000 | ||
Furniture, fixtures and equipment | 123,954,000 | 127,692,000 | ||
Construction in progress | 12,038,000 | 11,422,000 | ||
Residences | 12,746,000 | 0 | ||
Total cost | 1,845,078,000 | 1,784,849,000 | ||
Accumulated depreciation | (399,481,000) | (360,259,000) | ||
Investments in hotel properties, net | 1,445,597,000 | 1,424,590,000 | ||
Cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes | 1,400,000,000 | 1,300,000,000 | ||
Depreciation | 73,000,000 | 72,800,000 | $ 69,500,000 | |
Proceeds from insurance carriers | 14,500,000 | 36,600,000 | ||
Gain associated with proceeds received from insurance | $ 10,100,000 | 481,000 | ||
Gain upon settlement of a portion of the insurance claim | 26,200,000 | |||
Impairment charges | $ 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 ($)residenceroom$ / sharesshares | Dec. 31, 2021room |
Real Estate Properties [Line Items] | ||
Number of rooms | room | 3,875 | |
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 | residence | 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 $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Total revenue | $ 6,592 |
Net income (loss) | $ (1,630) |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Net income (loss) | $ (32,911) | $ (124,677) | $ 1,196 |
Mr. C Beverly Hills Hotel and Luxury Residences | |||
Business Acquisition [Line Items] | |||
Total revenue | 433,813 | 235,379 | |
Net income (loss) | (32,720) | (128,461) | |
Net income (loss) attributable to common stockholders | $ (38,334) | $ (111,613) | |
Pro forma income (loss) per share; | |||
Basic (in dollars per share) | $ (0.72) | $ (3.28) | |
Diluted (in dollars per share) | $ (0.72) | $ (3.28) | |
Weighted average common shares outstanding (in thousands): | |||
Basic (in shares) | 52,684 | 33,998 | |
Diluted (in shares) | 52,684 | 33,998 | |
Transaction costs | Mr. C Beverly Hills Hotel and Luxury Residences | |||
Business Acquisition [Line Items] | |||
Net income (loss) | $ 563 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated entity | $ 233,000 | $ 26,000 | $ 332,000 | |
Carrying value of the investment in OpenKey | 1,689,000 | 1,708,000 | ||
Equity in earnings (loss) of unconsolidated entity | $ (252,000) | $ (217,000) | (199,000) | |
OpenKey | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest in OpenKey (as a percent) | 7.80% | 8.20% | 8.20% | |
Investment in unconsolidated entity | $ 233,000 | |||
Aggregate equity method investments | 2,600,000 | |||
Impairment | 0 | $ 0 | $ 0 | |
Carrying value of the investment in OpenKey | $ 1,689,000 | $ 1,708,000 |
Indebtedness, net (Schedule of
Indebtedness, net (Schedule of Indebtedness) (Details) $ in Thousands | Sep. 23, 2021 | Feb. 22, 2021 | Jun. 08, 2020 | Dec. 31, 2021USD ($)extension | May 31, 2021USD ($) | May 18, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 25, 2020USD ($) | Jan. 15, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 1,180,750 | $ 1,128,724 | |||||||
Book Value of Collateral | 1,445,597 | 1,424,590 | |||||||
Capitalized default interest and late charges | 3,904 | 7,304 | |||||||
Deferred loan costs, net | (3,538) | (5,434) | |||||||
Discounts, net | (8,438) | 0 | |||||||
Indebtedness, net | $ 1,172,678 | $ 1,130,594 | |||||||
LIBOR rate | 0.101% | 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 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 67,500 | $ 67,500 | |||||||
Book Value of Collateral | $ 137,718 | 140,516 | |||||||
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 | 3.00% | ||||||||
Mortgages | Mortgage Loan 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 435,000 | 435,000 | $ 435,000 | ||||||
Book Value of Collateral | $ 417,109 | 439,215 | |||||||
Number of extension options | extension | 5 | ||||||||
Term of extension options (in years) | 1 year | ||||||||
Mortgages | Mortgage Loan 2 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.16% | ||||||||
Mortgages | Mortgage Loan 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 42,500 | 42,500 | |||||||
Book Value of Collateral | $ 124,114 | 130,216 | |||||||
Number of extension options | extension | 3 | ||||||||
Term of extension options (in years) | 1 year | ||||||||
Mortgages | Mortgage Loan 3 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.95% | ||||||||
LIBOR floor (as a percent) | 1.00% | ||||||||
Mortgages | Mortgage Loan 4 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 99,500 | 100,000 | |||||||
Book Value of Collateral | $ 162,621 | 163,814 | |||||||
Mortgages | Mortgage Loan 4 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.65% | ||||||||
LIBOR floor (as a percent) | 0.25% | ||||||||
Mortgages | Mortgage Loan 5 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 51,000 | 51,000 | |||||||
Book Value of Collateral | $ 85,847 | 87,795 | |||||||
Term of maturity date extension | 1 year | ||||||||
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 6 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 40,000 | 40,000 | |||||||
Book Value of Collateral | $ 53,413 | 56,645 | |||||||
Term of maturity date extension | 1 year | ||||||||
Mortgages | Mortgage Loan 6 | 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 | |||||||
Book Value of Collateral | 113,821 | $ 112,713 | |||||||
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 | $ 195,000 | 197,229 | |||||||
Book Value of Collateral | $ 193,194 | 203,918 | |||||||
Mortgages | Mortgage Loan 8 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.70% | ||||||||
Mortgages | Mortgage Loan 9 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 30,000 | 0 | |||||||
Book Value of Collateral | $ 73,587 | 0 | |||||||
Mortgages | Mortgage Loan 9 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.60% | ||||||||
LIBOR floor (as a percent) | 1.50% | ||||||||
Mortgages | Mortgage Loan 10 | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness, gross | $ 80,000 | 80,000 | |||||||
Book Value of Collateral | $ 85,281 | 88,650 | |||||||
Mortgages | Mortgage Loan 10 | 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 | |||||||
Book Value of Collateral | 0 | 0 | |||||||
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 | |||||||
Book Value of Collateral | $ 0 | $ 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 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 18, 2021USD ($) |
Debt Instrument [Line Items] | ||||||
Gain (loss) recognized on loans | $ 0 | |||||
Non-cash loan principal associated with default interest and late charges | $ 0 | 9,859,000 | $ 0 | |||
Amortization of principal | 3,400,000 | 2,600,000 | ||||
Net proceeds from long-term debt | $ 83,231,000 | $ 109,317,000 | $ 329,500,000 | |||
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% | |||||
Mortgage Loan 9 | 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 9 | Mortgages | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.60% | |||||
Mortgage Loan 9 | Mortgages | LIBOR | Mr. C Beverly Hills Hotel and Luxury Residences | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.60% | |||||
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% | ||||
Net proceeds from long-term debt | $ 82,800,000 | |||||
Coupon interest expense | $ 2,400,000 | |||||
Carrying amount of the equity component | 6,300,000 | |||||
Initial discount | $ 9,300,000 | |||||
Discount amortization | $ 974,000 | |||||
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 |
Indebtedness, net (Maturities a
Indebtedness, net (Maturities and Scheduled Amortization of Indebtedness) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 546,000 | |
2023 | 189,500 | |
2024 | 359,000 | |
2025 | 0 | |
2026 | 86,250 | |
Thereafter | 0 | |
Total | $ 1,180,750 | $ 1,128,724 |
Derivative Instruments (Details
Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest rate derivatives - caps | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 882,500,000 | $ 779,000,000 | |
Aggregate principal balance on corresponding mortgage loans (in thousands) | $ 857,000,000 | $ 779,000,000 | |
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) | $ 882,500,000 | $ 602,500,000 | $ 391,000,000 |
Total cost of interest rate caps (in thousands) | $ 200,000 | $ 92,000 | $ 115,000 |
Interest rate derivatives - caps | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 0.75% | 3.00% | 3.00% |
Interest rate derivatives - caps | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 4.00% | 4.00% | 7.80% |
Interest rate derivatives - floors | |||
Derivative [Line Items] | |||
Notional amount (in thousands) | $ 0 | $ 0 | $ 2,000,000,000 |
Total cost of interest rate caps (in thousands) | $ 0 | $ 0 | $ 75,000 |
Interest rate derivatives - floors | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 1.63% | ||
Interest rate derivatives - floors | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 1.63% |
Derivative Instruments - Warran
Derivative Instruments - Warrants (Details) - Mr. C Beverly Hills Hotel and Luxury Residences $ / shares in Units, $ in Millions | Aug. 05, 2021USD ($)residence$ / sharesshares | Dec. 31, 2021shares |
Business Acquisition [Line Items] | ||
Number of real estate properties acquired | residence | 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 | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2022 | |
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% | |||
LIBOR interest rate forward curve (as a percent) | 0.101% | 0.144% | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on investment in Ashford Inc. | $ 0 | $ 0 | $ 7,872 | |
Unrealized gain (loss) on derivatives | 32 | 4,959 | (1,103) | |
Ashford Inc. | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Realized gain (loss) on investment in Ashford Inc. | 0 | 0 | (13,424) | |
Subsequent Event | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
LIBOR interest rate forward curve (as a percent) | 1.50% | |||
Credit default swaps | Derivative assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Derivative cost | 191 | 253 | ||
Fair Value, Recurring | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Net | 32 | 24 | (6,933) | |
Fair Value, Recurring | Ashford Inc. | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on investment in Ashford Inc. | 0 | 0 | ||
Fair Value, Recurring | Derivative assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income, Asset | (62) | 24 | (1,381) | |
Fair Value, Recurring | Non-derivative assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income, Asset | (62) | 24 | (6,933) | |
Unrealized gain (loss) on investment in Ashford Inc. | 0 | 0 | (5,552) | |
Fair Value, Recurring | Derivative | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | 32 | 4,959 | (1,103) | |
Fair Value, Recurring | Interest rate derivatives - floors | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | 0 | 3,615 | 126 | |
Realized gain (loss) on interest rate floors | 0 | (3,615) | (278) | |
Fair Value, Recurring | Interest rate derivatives - floors | Derivative assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income, Asset | 0 | 0 | (152) | |
Fair Value, Recurring | Interest rate derivatives - caps | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | (62) | (93) | (134) | |
Fair Value, Recurring | Interest rate derivatives - caps | Derivative assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income, Asset | (62) | (93) | (134) | |
Fair Value, Recurring | Credit default swaps | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | 0 | 1,437 | (1,095) | |
Realized gain (loss) on credit default swaps | 0 | (1,320) | 0 | |
Fair Value, Recurring | Credit default swaps | Derivative assets | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income, Asset | 0 | 117 | (1,095) | |
Fair Value, Recurring | Warrants | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Unrealized gain (loss) on derivatives | 94 | 0 | 0 | |
Fair Value, Recurring | Warrants | Derivative liabilities | ||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | ||||
Gain (Loss) Recognized in Income, Liability | $ 94 | $ 0 | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 139 | $ 0 |
Derivative liabilities | (1,435) | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 139 | |
Net | (1,296) | |
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 | 139 | |
Net | (1,296) | |
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 | 139 | |
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 | 139 | |
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 | (1,435) | |
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 | (1,435) | |
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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | $ 139 | $ 0 | ||
Derivative liabilities, Carrying value | 1,435 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 215,998 | 78,606 | $ 71,995 | $ 182,578 |
Restricted cash, Carrying value | 47,376 | 34,544 | 58,388 | $ 75,910 |
Accounts receivable, net, Carrying value | 23,701 | 13,557 | ||
Due from related parties, net, Carrying value | 1,770 | 991 | ||
Due from third-party hotel managers, Carrying value | 27,461 | 12,271 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 1,180,750 | 1,128,724 | ||
Accounts payable and accrued expenses, Carrying value | 96,316 | 61,758 | ||
Dividends and distributions payable, Carrying value | 2,173 | 2,736 | ||
Due to Ashford Inc., Carrying Value | 1,474 | 2,772 | $ 2,772 | |
Due to third-party hotel managers, Carrying value | 610 | 1,393 | ||
Carrying Value | ||||
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | 139 | 0 | ||
Derivative liabilities, Carrying value | 1,435 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 215,998 | 78,606 | ||
Restricted cash, Carrying value | 47,376 | 34,544 | ||
Accounts receivable, net, Carrying value | 23,701 | 13,557 | ||
Due from related parties, net, Carrying value | 1,770 | 991 | ||
Due from third-party hotel managers, Carrying value | 27,461 | 12,271 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 1,172,312 | 1,128,724 | ||
Accounts payable and accrued expenses, Carrying value | 96,316 | 61,758 | ||
Dividends and distributions payable, Carrying value | 2,173 | 2,736 | ||
Due to Ashford Inc., Carrying Value | 1,474 | 2,772 | ||
Due to third-party hotel managers, Carrying value | 610 | 1,393 | ||
Estimated Fair Value | ||||
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Estimated fair value | 139 | 0 | ||
Derivative liabilities, Estimated fair value | 1,435 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Estimated fair value | 215,998 | 78,606 | ||
Restricted cash, Estimated fair value | 47,376 | 34,544 | ||
Accounts receivable, net, Estimated fair value | 23,701 | 13,557 | ||
Due from related parties, net, Estimated fair value | 1,770 | 991 | ||
Due from third-party hotel managers, Estimated fair value | 27,461 | 12,271 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Estimated fair value | 96,316 | 61,758 | ||
Dividends and distributions payable, Estimated fair value | 2,173 | 2,736 | ||
Due to Ashford Inc., Fair Value Disclosure | 1,474 | 2,772 | ||
Due to third-party hotel managers, Estimated fair value | 610 | 1,393 | ||
Minimum | Estimated Fair Value | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 1,022,408 | 884,325 | ||
Maximum | Estimated Fair Value | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 1,130,029 | $ 977,411 |
Summary of Fair Value of Fina_4
Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (in days) | 90 days | |
Indebtedness, Carrying value | $ 1,180,750 | $ 1,128,724 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indebtedness, Carrying value | $ 1,172,312 | $ 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) | 87.20% | 78.30% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 96.40% | 86.60% |
Income (Loss) Per Share (Reconc
Income (Loss) Per Share (Reconciliation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Net income (loss) | $ (26,664) | $ (105,262) | $ 371 |
Less: Dividends on preferred stock | (8,745) | (10,219) | (10,142) |
Less: Loss on extinguishment of preferred stock - Series B | (4,595) | 0 | 0 |
Add: Claw back of dividends on cancelled performance stock units | 143 | 202 | |
Undistributed net income (loss) allocated to common stockholders | (39,861) | (115,279) | (34,582) |
Distributed and undistributed net income (loss) - basic | (39,861) | (115,279) | (10,437) |
Distributed and undistributed net income (loss) - diluted | $ (39,861) | $ (115,279) | $ (10,437) |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding – basic (in shares) | 52,684 | 33,998 | 32,289 |
Weighted average common shares outstanding – diluted (in shares) | 52,684 | 33,998 | 32,289 |
Income (loss) per share - basic: | |||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.76) | $ (3.39) | $ (0.32) |
Income (loss) per share - diluted: | |||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.76) | $ (3.39) | $ (0.32) |
Performance Shares | |||
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Less/Add back: Dividends | $ 0 | $ 0 | $ 261 |
Add: Claw back of dividends on cancelled performance stock units | 143 | 202 | 0 |
Restricted Stock | |||
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Less/Add back: Dividends | 0 | 0 | 405 |
Common Stock | |||
Net income (loss) attributable to common stockholders - basic and diluted: | |||
Less/Add back: Dividends | $ 0 | $ 0 | $ 24,145 |
Income (Loss) Per Share (Antidi
Income (Loss) Per Share (Antidilutive) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Loss on extinguishment of preferred stock - Series B | $ 4,595 | $ 0 | $ 0 |
Total | $ 9,821 | $ (6,060) | $ 6,301 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 19,884 | 10,673 | 11,044 |
Series E Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock | $ 683 | ||
Series M Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock | 15 | ||
Restricted Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested shares | $ 0 | $ 0 | $ 405 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 99 | 22 | 51 |
Performance Shares | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested shares | $ 0 | $ 0 | $ 261 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 0 | 0 | 193 |
Operating Partnership Units | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ (3,597) | $ (12,979) | $ (1,207) |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 4,980 | 3,923 | 4,219 |
Equity Unit Purchase Agreements | Series B Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock | $ 4,747 | $ 6,919 | $ 6,842 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 4,614 | 6,728 | 6,581 |
Equity Unit Purchase Agreements | Series E Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock | $ 683 | $ 0 | $ 0 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 1,345 | 0 | 0 |
Equity Unit Purchase Agreements | Series M Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock | $ 15 | $ 0 | $ 0 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 32 | 0 | 0 |
Series B Preferred Stock | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Loss on extinguishment of preferred stock - Series B | $ 4,595 | $ 0 | $ 0 |
Exchanged Shares of Series B Preferred Stock | |||
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 364 | 0 | 0 |
Convertible Senior Notes | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Interest expense on Convertible Senior Notes | $ 3,378 | $ 0 | $ 0 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 8,450 | 0 | 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest in Operating Partnership (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | Aug. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Noncontrolling Interest [Line Items] | ||||
Claw back of dividends | $ 143 | $ 202 | ||
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 | |||
Other than options (in shares) | 2,400 | |||
Units which have not reached full economic parity with the common units (in shares) | 569 | |||
Unamortized cost | $ 2,500 | |||
Unamortized cost, period of recognition | 2 years 2 months 12 days | |||
Weighted average period for recognition | 2 years | |||
Performance Long Term Incentive Plan Units | ||||
Noncontrolling Interest [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Claw back of dividends | $ 38 | 270 | $ 0 | |
Units which have not reached full economic parity with the common units (in shares) | 840 | |||
Unamortized cost | $ 4,600 | |||
Unamortized cost, period of recognition | 2 years | |||
Weighted average period for recognition | 1 year 8 months 12 days | |||
Performance Shares | ||||
Noncontrolling Interest [Line Items] | ||||
Claw back of dividends | $ 143 | $ 202 | $ 0 | |
Unamortized cost | $ 5,000 | |||
Unamortized cost, period of recognition | 2 years | |||
Weighted average period for recognition | 1 year 8 months 12 days | |||
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 (Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Allocated compensation expense | $ 3,313 | $ 2,146 | $ 2,601 |
Performance Long Term Incentive Plan Units | Advisory Services Fee | |||
Debt Instrument [Line Items] | |||
Allocated compensation expense | 1,765 | 884 | 1,144 |
Long Term Incentive Plan Units | Advisory Services Fee | |||
Debt Instrument [Line Items] | |||
Allocated compensation expense | 1,372 | 1,142 | 1,354 |
Long Term Incentive Plan Units | Corporate General and Administrative | |||
Debt Instrument [Line Items] | |||
Allocated compensation expense | 12 | 0 | 0 |
Long Term Incentive Plan Units | Corporate General and Administrative | Director | |||
Debt Instrument [Line Items] | |||
Allocated compensation expense | $ 164 | $ 120 | $ 103 |
Redeemable Noncontrolling Int_5
Redeemable Noncontrolling Interests in Operating Partnership (Activity of Units in Operating Partnership) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of the activity of the operating partnership units | |||
Units outstanding at beginning of year (in shares) | 4,277 | 4,538 | 4,833 |
Units redeemed for shares of common stock (in shares) | (868) | (339) | (165) |
Units outstanding at end of year (in shares) | 7,158 | 4,277 | 4,538 |
Common units convertible/redeemable at end of year (in shares) | 5,533 | 3,823 | 4,027 |
Common Units | |||
Summary of the activity of the operating partnership units | |||
Units issued (in shares) | 2,500 | 0 | 0 |
Long Term Incentive Plan Units | |||
Summary of the activity of the operating partnership units | |||
Units issued (in shares) | 469 | 129 | 91 |
Performance LTIP units | |||
Summary of the activity of the operating partnership units | |||
Units issued (in shares) | 840 | 160 | 60 |
Performance LTIP units forfeited/cancelled (in shares) | (60) | (211) | (281) |
Redeemable Noncontrolling Int_6
Redeemable Noncontrolling Interests in Operating Partnership (Redeemable Noncontrolling Interests) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests in Braemar OP | $ 36,087 | $ 27,655 | |
Adjustments to redeemable noncontrolling interests | (108) | (102) | $ (534) |
Braemar Hotels & Resorts, Inc. | |||
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interests in Braemar OP | 36,087 | 27,655 | |
Adjustments to redeemable noncontrolling interests | $ 275 | $ 167 | |
Ownership percentage of operating partnership | 8.83% | 9.43% |
Redeemable Noncontrolling Int_7
Redeemable Noncontrolling Interests in Operating Partnership (Allocated Redeemable Noncontrolling Interests) - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 3,597 | $ 12,979 | $ 1,207 |
Distributions declared to holders of common units, LTIP units and Performance LTIP units | 0 | 0 | 3,050 |
Performance LTIP dividend claw back upon cancellation | (143) | (202) | |
Performance Long Term Incentive Plan Units | |||
Noncontrolling Interest [Line Items] | |||
Performance LTIP dividend claw back upon cancellation | $ (38) | $ (270) | $ 0 |
Redeemable Noncontrolling Int_8
Redeemable Noncontrolling Interests in Operating Partnership (Units Redeemed) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||
Fair value of common units converted | $ (4,584) | $ (3,454) | $ (2,201) |
Historical cost | $ 4,600 | $ 3,500 | |
Operating Partnership Units | |||
Temporary Equity [Line Items] | |||
Common units converted to common stock (in shares) | 868 | 339 | 165 |
Fair value of common units converted | $ 4,122 | $ 390 | $ 2,201 |
Equity (Common Stock Dividends)
Equity (Common Stock Dividends) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Common stock dividends declared | $ 21,302 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock dividends declared | $ 0 | $ 0 | $ 21,302 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) | Jul. 12, 2021USD ($) | May 25, 2021USD ($) | Apr. 21, 2021shares | Feb. 04, 2021USD ($)dayshares | Dec. 31, 2021USD ($)hotel$ / sharesshares | Dec. 31, 2020USD ($)hotel$ / sharesshares | Dec. 31, 2019shares | Dec. 11, 2017USD ($) | Dec. 05, 2017USD ($)$ / shares | Oct. 27, 2014USD ($) |
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Number of hotel properties with JV interests | hotel | 2 | 2 | ||||||||
Noncontrolling interest in consolidated entities | $ | $ (16,549,000) | $ (15,088,000) | ||||||||
Hotel Properties | ||||||||||
Class of Stock [Line Items] | ||||||||||
Noncontrolling interest. ownership percentage | 25.00% | 25.00% | ||||||||
Co-venturer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Noncontrolling interest in consolidated entities | $ | $ (16,500,000) | $ (15,100,000) | ||||||||
Private Placement | YA | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | shares | 1,700,000 | |||||||||
Proceeds received | $ | $ 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 | 781,000 | ||||||||
Proceeds received | $ | $ 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 | 8,339,000 | |||||||||
Proceeds received | $ | $ 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 | 4,712,000 | |||||||||
Proceeds received | $ | $ 23,780,000 | |||||||||
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] | ||||||||||
Shares of stock repurchased during period (in shares) | shares | 50,000 | 47,000 | 45,000 | |||||||
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] | ||||||||||
Share repurchase program authorized amount | $ | $ 50,000,000 | $ 50,000,000 | $ 100,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Shares of stock repurchased during period (in shares) | shares | 0 | 0 | 0 | |||||||
Stock Repurchase Program | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of stock repurchased during period (in shares) | shares | 50,000 | 47,000 | 45,000 | |||||||
Series D Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock dividend rate (in dollars per share) | 8.25% | 8.25% | 8.25% | |||||||
Preferred stock, shares issued (in shares) | shares | 1,600,000 | 1,600,000 | ||||||||
Redemption price (in dollars per share) | $ / shares | $ 25 | |||||||||
Temporary equity conversion rate | 5.12295 | |||||||||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 2.0625 |
Equity (Preferred Stock Dividen
Equity (Preferred Stock Dividends) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series D Preferred Stock | |||
Class of Stock [Line Items] | |||
Series D Cumulative Preferred Stock | $ 3,300,000 | $ 3,300,000 | $ 3,300,000 |
Equity (Issuance Activity) (Det
Equity (Issuance Activity) (Details) - Common Stock - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Common shares issued/sold (in shares) | 2,711 | 4,729 | 0 |
Gross proceeds received | $ 16,119 | $ 14,717 | $ 0 |
Commissions | 202 | 184 | 0 |
Net proceeds | $ 15,917 | $ 14,533 | $ 0 |
Equity (Issuance Activity Under
Equity (Issuance Activity Under the SEDA) (Details) - USD ($) $ in Thousands | Apr. 21, 2021 | Dec. 31, 2021 |
Private Placement, Shares Sold | Lincoln Park | ||
Class of Stock [Line Items] | ||
Common shares issued/sold (in shares) | 766,000 | |
Private Placement, Additional Commitment Shares | Lincoln Park | ||
Class of Stock [Line Items] | ||
Common shares issued/sold (in shares) | 15,000 | |
Private Placement | Lincoln Park | ||
Class of Stock [Line Items] | ||
Common shares issued/sold (in shares) | 15,000 | 781,000 |
Proceeds received | $ 4,217 | |
Private Placement | YA | ||
Class of Stock [Line Items] | ||
Common shares issued/sold (in shares) | 1,700,000 | |
Proceeds received | $ 10,000 | |
May 2021 Equity Distribution Agreement | ||
Class of Stock [Line Items] | ||
Common shares issued/sold (in shares) | 8,339,000 | |
Gross proceeds received | $ 50,000 | |
Commissions | 500 | |
Proceeds received | $ 49,500 | |
July 2021 Equity Distribution Agreements | ||
Class of Stock [Line Items] | ||
Common shares issued/sold (in shares) | 4,712,000 | |
Gross proceeds received | $ 24,020 | |
Commissions | 240 | |
Proceeds received | $ 23,780 |
Equity (Noncontrolling Interest
Equity (Noncontrolling Interest in Consolidated Entities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
(Income) loss from consolidated entities attributable to noncontrolling interests | $ 2,650 | $ 6,436 | $ (2,032) |
Preferred Stock (Details)
Preferred Stock (Details) | Apr. 02, 2021$ / sharesshares | Dec. 04, 2019USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)day$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Class of Stock [Line Items] | |||||||
Series Preferred Stock | $ 8,745,000 | $ 10,219,000 | $ 10,142,000 | ||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common Shares Issued (in shares) | shares | 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] | |||||||
Initial conversion/redemption price (in dollars per share) | $ / shares | $ 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 | ||||||
Redemption percent of liquidation preference | 103.00% | ||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | ||||||
Series Preferred Stock | $ 4,747,000 | $ 6,919,000 | $ 6,842,000 | ||||
Preferred Shares Tendered (in shares) | shares | 1,953,000 | ||||||
Series preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Temporary equity, dividend rate (as a percent) | 5.50% | 5.50% | 5.50% | ||||
Series Preferred Stock | $ 65,426,000 | $ 106,949,000 | |||||
Series B Preferred Stock | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Percent of conversion price | 110.00% | ||||||
Series B Preferred Stock | Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Series Preferred Stock shares issued (in shares) | shares | 0 | 23,000 | 42,000 | ||||
Gross proceeds received | $ 0 | $ 439,000 | $ 809,000 | ||||
Commissions | 0 | 7,000 | 12,000 | ||||
Net proceeds | 0 | $ 432,000 | $ 797,000 | ||||
Issuance of preferred stock (in shares) | shares | 23,000 | 42,000 | |||||
Series Preferred Stock | $ 65,426,000 | $ 106,949,000 | $ 106,920,000 | $ 106,123,000 | |||
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 E Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Initial conversion/redemption price (in dollars per share) | $ / shares | $ 25 | ||||||
Temporary equity conversion rate | 5.69476 | ||||||
Series preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 | ||||||
Period of preferred dividends in arrears (in months) | 18 months | ||||||
Redemption fee, percent of stated value on the original issue date | 8.00% | ||||||
Redemption fee, percent of stated value beginning on the first anniversary | 5.00% | ||||||
Redemption fee, percent of stated value beginning on the third anniversary | 0.00% | ||||||
Issuance of preferred stock (in shares) | shares | 1,709,000 | ||||||
Net proceeds | $ 38,450,000 | ||||||
Series Preferred Stock | 39,339,000 | $ 0 | |||||
Adjustments to Series Preferred Stock | $ 0 | 3,128,000 | |||||
Dividends declared on Series Preferred Stock | $ 683,000 | ||||||
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 | Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of preferred stock (in shares) | shares | 1,710,000 | ||||||
Series Preferred Stock | $ 39,339,000 | $ 0 | 0 | 0 | |||
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 (in dollars per share) | 0.00082% | ||||||
Series preferred stock, par value (in dollars per share) | $ / shares | 0.01 | $ 0.01 | $ 0.01 | ||||
Sale of temporary equity, offering price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||
Redemption fee, percent of stated value on the original issue date | 1.50% | ||||||
Redemption fee, percent of stated value beginning on the first anniversary | 0.00% | ||||||
Issuance of preferred stock (in shares) | shares | 29,000 | ||||||
Net proceeds | $ 704,000 | ||||||
Series Preferred Stock | 715,000 | $ 0 | |||||
Adjustments to Series Preferred Stock | 133,000 | 0 | |||||
Dividends declared on Series Preferred Stock | $ 15,000 | ||||||
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% | ||||||
Series M Preferred Stock | Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of preferred stock (in shares) | shares | 29,000 | ||||||
Series Preferred Stock | $ 715,000 | $ 0 | $ 0 | $ 0 | |||
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 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Claw back of dividends | $ 143 | $ 202 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized cost | $ 1,800 | ||
Unamortized cost, period of recognition | 2 years 4 months 24 days | ||
Weighted average period for recognition | 1 year 10 months 24 days | ||
Fair value of vested restricted stock | $ 2,100 | $ 1,200 | $ 2,200 |
Shares forfeited (in shares) | 26 | 10 | 7 |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized cost | $ 5,000 | ||
Unamortized cost, period of recognition | 2 years | ||
Weighted average period for recognition | 1 year 8 months 12 days | ||
Award service period (in years) | 3 years | ||
Shares forfeited (in shares) | 223 | 197 | 119 |
Claw back of dividends | $ 143 | $ 202 | $ 0 |
Performance Shares | 2021 Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Performance Shares | Minimum | 2019 and 2020 Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award performance target (as a percent) | 0.00% | ||
Performance Shares | Minimum | 2021 Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award performance target (as a percent) | 0.00% | ||
Performance Shares | Maximum | 2019 and 2020 Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award performance target (as a percent) | 200.00% | ||
Performance Shares | Maximum | 2021 Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award performance target (as a percent) | 200.00% | ||
Equity Incentive Plan 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized to grant (in shares) | 3,300 | ||
Shares available for future issuance (in shares) | 774 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 3,313 | $ 2,146 | $ 2,601 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 3,517 | 3,006 | 2,903 |
Restricted Stock | Advisory Services Fee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 3,028 | 2,672 | 2,468 |
Restricted Stock | Management fees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 56 | 133 | 155 |
Restricted Stock | Corporate General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 111 | 71 | 72 |
Restricted Stock | Corporate General and Administrative | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 322 | 130 | 208 |
Performance Shares | Advisory Services Fee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 3,374 | $ 2,695 | $ 2,439 |
Stock-Based Compensation (Sum_2
Stock-Based Compensation (Summary of Unit Activity) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock | |||
Number of Units | |||
Outstanding at beginning of year (in shares) | 536 | 497 | 441 |
Granted (in shares) | 764 | 359 | 261 |
Vested (in shares) | (317) | (310) | (198) |
Forfeited (in shares) | (26) | (10) | (7) |
Outstanding at end of year (in shares) | 957 | 536 | 497 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 7.98 | $ 11.89 | $ 10.91 |
Granted (in dollars per share) | 7.02 | 4.13 | 12.68 |
Vested (in dollars per share) | 6.31 | 9.81 | 10.75 |
Forfeited (in dollars per share) | 6.94 | 7.25 | 11.59 |
Outstanding at end of year (in dollars per share) | $ 6.94 | $ 7.98 | $ 11.89 |
Performance Shares | |||
Number of Units | |||
Outstanding at beginning of year (in shares) | 448 | 420 | 316 |
Granted (in shares) | 446 | 225 | 223 |
Forfeited (in shares) | (223) | (197) | (119) |
Outstanding at end of year (in shares) | 671 | 448 | 420 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 11.71 | $ 16.91 | $ 12.29 |
Granted (in dollars per share) | 7.01 | 3.51 | 19.96 |
Forfeited (in dollars per share) | 19.96 | 13.43 | 10.42 |
Outstanding at end of year (in dollars per share) | $ 5.84 | $ 11.71 | $ 16.91 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Dec. 31, 2020USD ($)hotel | Aug. 25, 2020USD ($) | Mar. 20, 2020USD ($) | Sep. 25, 2019USD ($) | Jan. 15, 2019USD ($) | Aug. 08, 2018USD ($) | Sep. 30, 2021USD ($) | Nov. 05, 2019USD ($) | Dec. 31, 2021USD ($)hotel | Mar. 20, 2021USD ($) | Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | Jul. 01, 2019USD ($) | Jun. 26, 2019USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||
Base fee, net asset fee adjustment (as a percent) | 0.70% | ||||||||||||||
Minimum base fee (as a percent) | 90.00% | ||||||||||||||
Term of advisory agreement (in years) | 3 years | ||||||||||||||
Indebtedness, gross | $ 1,128,724,000 | $ 1,180,750,000 | $ 1,128,724,000 | ||||||||||||
Aggregate non-listed preferred equity offerings | 400,000,000 | $ 400,000,000 | |||||||||||||
Capital contributions | $ 3,750,000 | ||||||||||||||
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 | 13 | 14 | 13 | 13 | |||||||||||
Due from related parties, net | $ 991,000 | $ 1,770,000 | $ 991,000 | ||||||||||||
Loss on litigation settlement | 917,000 | 0 | $ 0 | ||||||||||||
Mortgage Loan Two [Member] | Mortgages | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Indebtedness, gross | $ 435,000,000 | $ 435,000,000 | 435,000,000 | 435,000,000 | |||||||||||
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 | 341,000 | 3,100,000 | |||||||||||||
Lismore Capital | Periodic installments | Subsidiaries | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction amount | 1,400,000 | ||||||||||||||
Total | 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 | Success Fees Waived | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction amount | $ 1,600,000 | ||||||||||||||
Lismore Capital | Debt placement fee | Subsidiaries | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Total | 150,000 | ||||||||||||||
Ashford Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Amount funded | 3,500,000 | ||||||||||||||
Key money consideration | $ 2,000,000 | ||||||||||||||
Purchased FF&E | 200,000 | ||||||||||||||
Ashford Inc. | Other Assets | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Amount funded | 338,000 | ||||||||||||||
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 | ||||||||||||||
ERFP Agreement, amount due | 10,300,000 | ||||||||||||||
ERFP Agreement, amount sold | $ 8,900,000 | $ 1,400,000 | |||||||||||||
Gain on sale of hotel FF&E | 9,000 | ||||||||||||||
Ashford LLC | Hotel FF&E | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Gain on sale of hotel FF&E | 197,000 | ||||||||||||||
Proceeds from sale of hotel FF&E | $ 1,600,000 | ||||||||||||||
Ashford LLC | Affiliated Entity | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Gain on sale of hotel FF&E | 23,000 | ||||||||||||||
Remington Hotels | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Total | $ 2,035,000 | ||||||||||||||
Number of hotel properties managed by related party | hotel | 4 | ||||||||||||||
Due from related parties, net | $ 626,000 | $ 677,000 | 626,000 | ||||||||||||
Remington Hotels | Affiliated Entity | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due from related parties, net | $ 365,000 | 365,000 | $ 365,000 | ||||||||||||
Ashford Trust | Legal settlement | Affiliated Entity | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due from related parties, net | 728,000 | ||||||||||||||
Loss on litigation settlement | 728,000 | ||||||||||||||
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% | 3.00% | |||||||||||||
Minimum | Remington Hotels | Management fees | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Monthly property management fee | $ 14,000 | $ 15,000 | |||||||||||||
Property management fee, percent | 3.00% |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Advisory Services Fee) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Advisory services fee | $ 22,641 | $ 18,486 | $ 20,527 |
Ashford LLC | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 22,641 | 18,486 | 20,527 |
Ashford LLC | Affiliated Entity | Base advisory fee | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 10,806 | 9,981 | 10,834 |
Ashford LLC | Affiliated Entity | Reimbursable expenses | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 2,297 | 1,790 | 2,289 |
Ashford LLC | Affiliated Entity | Equity-based compensation | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 9,538 | 7,393 | 7,404 |
Ashford LLC | Affiliated Entity | Incentive fee (3) | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | $ 0 | $ (678) | $ 0 |
Related Party Transactions (S_2
Related Party Transactions (Schedule of Reimbursed Operating Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Ashford Inc. | |||
Related Party Transaction [Line Items] | |||
Corporate, general and administrative | $ 1,983 | $ 658 | $ 314 |
Related Party Transactions (S_3
Related Party Transactions (Schedule of Hotel and Project Management Agreements) (Details) - Remington Hotels $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |
Hotel management fees, including incentive hotel management fees | $ 1,738 |
Corporate general and administrative | 297 |
Total | $ 2,035 |
Related Party Transactions (Sum
Related Party Transactions (Summary of Entities with Advisor Interest) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Due to Ashford Inc. | $ 1,474 | $ 2,772 | $ 2,772 |
Ashford LLC | FF&E purchases | |||
Related Party Transaction [Line Items] | |||
Total | 1,816 | ||
Due to Ashford Inc. | 0 | 1,816 | |
Ashford LLC | FF&E purchases | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | FF&E purchases | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 1,816 | ||
Ashford LLC | FF&E purchases | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | Insurance claims services | |||
Related Party Transaction [Line Items] | |||
Total | 7 | 108 | 135 |
Due to Ashford Inc. | 1 | 12 | |
Ashford LLC | Insurance claims services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 7 | 108 | 135 |
Ashford LLC | Insurance claims services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Ashford LLC | Insurance claims services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Ashford LLC | Insurance claims services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Ashford LLC | Insurance claims services | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Ashford LLC | Insurance claims services | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford LLC | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Due to Ashford Inc. | 394 | 165 | |
Ashford Securities | Broker/Dealer | |||
Related Party Transaction [Line Items] | |||
Total | 1,983 | ||
Ashford Securities | Broker/Dealer | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 1,983 | ||
Ashford Securities | Broker/Dealer | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Broker/Dealer | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | |||
Related Party Transaction [Line Items] | |||
Total | 410 | ||
Ashford Securities | Dealer Manager Fees | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Ashford Securities | Dealer Manager Fees | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 410 | ||
INSPIRE | Audio visual services | |||
Related Party Transaction [Line Items] | |||
Total | 1,001 | 592 | 560 |
Due to Ashford Inc. | 418 | 1 | |
INSPIRE | Audio visual services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 1,001 | 592 | 560 |
INSPIRE | Audio visual services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
INSPIRE | Audio visual services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
INSPIRE | Audio visual services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
INSPIRE | Audio visual services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
INSPIRE | Audio visual services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
INSPIRE | Audio visual services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
INSPIRE | Audio visual services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
INSPIRE | Audio visual services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
INSPIRE | Audio visual services | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
INSPIRE | Audio visual services | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Debt placement and related services | |||
Related Party Transaction [Line Items] | |||
Total | 491 | 4,093 | 1,208 |
Lismore Capital | Debt placement and related services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Lismore Capital | Debt placement and related services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 341 | 3,071 | 213 |
Lismore Capital | Debt placement and related services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Lismore Capital | Debt placement and related services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 150 | (995) | |
Lismore Capital | Debt placement and related services | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 1,022 | |
Lismore Capital | Debt placement and related services | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | |||
Related Party Transaction [Line Items] | |||
Total | 3 | ||
Lismore Capital | Broker services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 3 | ||
Lismore Capital | Broker services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Lismore Capital | Broker services | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
OpenKey | Mobile key app | |||
Related Party Transaction [Line Items] | |||
Total | 38 | 38 | 34 |
Due to Ashford Inc. | 0 | 3 | |
OpenKey | Mobile key app | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
OpenKey | Mobile key app | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 38 | 38 | 34 |
OpenKey | Mobile key app | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
OpenKey | Mobile key app | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
OpenKey | Mobile key app | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
OpenKey | Mobile key app | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
OpenKey | Mobile key app | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
OpenKey | Mobile key app | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
OpenKey | Mobile key app | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Premier | Design and construction services | |||
Related Party Transaction [Line Items] | |||
Total | 3,009 | 2,849 | 10,123 |
Due to Ashford Inc. | 470 | 631 | |
Premier | Design and construction services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Premier | Design and construction services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Premier | Design and construction services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Premier | Design and construction services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Premier | Design and construction services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 356 | 344 | 539 |
Premier | Design and construction services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Design and construction services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Premier | Design and construction services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 2,653 | 2,505 | 9,584 |
Premier | Design and construction services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Design and construction services | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Premier | Design and construction services | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Pure Wellness | Hypoallergenic premium rooms | |||
Related Party Transaction [Line Items] | |||
Total | 141 | 52 | 194 |
Pure Wellness | Hypoallergenic premium rooms | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Pure Wellness | Hypoallergenic premium rooms | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 141 | 52 | 46 |
Pure Wellness | Hypoallergenic premium rooms | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Pure Wellness | Hypoallergenic premium rooms | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Pure Wellness | Hypoallergenic premium rooms | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Pure Wellness | Hypoallergenic premium rooms | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Pure Wellness | Hypoallergenic premium rooms | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 148 |
Pure Wellness | Hypoallergenic premium rooms | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Pure Wellness | Hypoallergenic premium rooms | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
RED Leisure | Watersports activities and travel/transportation services | |||
Related Party Transaction [Line Items] | |||
Total | 321 | 139 | 946 |
Due to Ashford Inc. | 191 | 144 | |
RED Leisure | Watersports activities and travel/transportation services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 321 | 139 | 0 |
RED Leisure | Watersports activities and travel/transportation services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 946 |
RED Leisure | Watersports activities and travel/transportation services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
RED Leisure | Watersports activities and travel/transportation services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
RED Leisure | Watersports activities and travel/transportation services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
RED Leisure | Watersports activities and travel/transportation services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
RED Leisure | Watersports activities and travel/transportation services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
RED Leisure | Watersports activities and travel/transportation services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
RED Leisure | Watersports activities and travel/transportation services | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | 0 | ||
Remington Hotels | Hotel management services | |||
Related Party Transaction [Line Items] | |||
Total | 3,243 | 1,446 | 572 |
Remington Hotels | Hotel management services | Other Hotel Revenue | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Remington Hotels | Hotel management services | Other Hotel Expenses | |||
Related Party Transaction [Line Items] | |||
Total | 934 | 410 | 323 |
Remington Hotels | Hotel management services | Management fees | |||
Related Party Transaction [Line Items] | |||
Total | 2,309 | 1,036 | 249 |
Remington Hotels | Hotel management services | Property Taxes, Insurance and Other | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Remington Hotels | Hotel management services | Advisory Services Fee | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Remington Hotels | Hotel management services | Corporate General and Administrative | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | |
Remington Hotels | Hotel management services | Write-off of Premiums, Loan Costs and Exit Fees | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Remington Hotels | Hotel management services | Investments in Hotel Properties, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | 0 | 0 |
Remington Hotels | Hotel management services | Indebtedness, net | |||
Related Party Transaction [Line Items] | |||
Total | 0 | $ 0 | |
Remington Hotels | Hotel management services | Other Assets | |||
Related Party Transaction [Line Items] | |||
Total | 0 | $ 0 | |
Remington Hotels | Hotel management services | Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Total | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jan. 28, 2022USD ($) | Aug. 05, 2021 | Nov. 05, 2019 | Dec. 31, 2021USD ($)hotelmanagementCompanyextensiongroundLease | Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($)hotel | Feb. 16, 2022USD ($) | Jul. 20, 2020USD ($) | Dec. 20, 2016managementCompanyhotel |
Loss Contingencies [Line Items] | |||||||||
Number of hotel properties | hotel | 14 | 13 | 13 | ||||||
Loss on litigation settlement | $ (917,000) | $ 0 | $ 0 | ||||||
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 | Accor | Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Amount to cure performance test failure for 2018 | $ 867,682 | ||||||||
Amount to cure performance test failure for 2019 | $ 784,919 | ||||||||
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 | ||||||||
Pending Litigation | California Hotel Employment Policies and Practices | Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss on litigation settlement | $ 448,000 | ||||||||
Indemnification amount | $ 291,000 | ||||||||
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% | ||||||||
Leases | Ground Lease | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of ground leases | groundLease | 2 | ||||||||
Leases | Ground Lease | La Jolla, CA | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of extension options | extension | 1 | ||||||||
Leases | Ground Lease | Yountville, CA | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of extension options | extension | 2 | ||||||||
Term of lease extension option | 25 years | ||||||||
Capital Commitments | |||||||||
Loss Contingencies [Line Items] | |||||||||
Capital commitment related to general capital improvement | $ 23,000,000 | ||||||||
Period of capital commitment related to general capital improvement | 12 months | ||||||||
Minimum | Management fees | |||||||||
Loss Contingencies [Line Items] | |||||||||
Monthly property management fee | $ 15,000 | ||||||||
Property management fee, percent | 3.00% | 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 | 3.00% | ||||||||
Minimum | Leases | Ground Lease | La Jolla, CA | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of lease extension option | 10 years | ||||||||
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% | ||||||||
Maximum | Leases | Ground Lease | La Jolla, CA | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of lease extension option | 20 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Licensing Fees Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | |||
Other hotel expenses | $ 287,026 | $ 189,977 | $ 323,612 |
Intellectual Property Sublease Agreement | |||
Other Commitments [Line Items] | |||
Other hotel expenses | $ 133 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | |||
Operating lease liabilities | $ 60,937 | $ 60,917 | |
Operating lease right-of-use assets | $ 80,462 | $ 81,260 | |
ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease liabilities | $ 60,600 | ||
Operating lease right-of-use assets | 82,500 | ||
Derecognized intangible assets | $ 22,300 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 50 years |
Leases (Lease Balances) (Detail
Leases (Lease Balances) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease right-of-use assets | $ 80,462 | $ 81,260 |
Liabilities | ||
Operating lease liabilities | $ 60,937 | $ 60,917 |
Leases (Lease Cost and Other In
Leases (Lease Cost and Other Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 5,349 | $ 4,373 | $ 5,834 |
Variable lease, cost (credit), net | 954 | (305) | 1,400 |
Amortization costs related to the intangible assets and liabilities | 512 | 834 | 651 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases (in thousands) | $ 3,302 | $ 3,261 | $ 3,223 |
Weighted Average Remaining Lease Term | |||
Operating leases | 45 years | 47 years | 47 years |
Weighted Average Discount Rate | |||
Operating leases | 4.98% | 4.98% | 4.98% |
Leases (Maturities of Operating
Leases (Maturities of Operating Lease Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 3,338 | |
2023 | 3,333 | |
2024 | 3,302 | |
2025 | 3,294 | |
2026 | 3,308 | |
Thereafter | 143,692 | |
Total future minimum lease payments | 160,267 | |
Less: interest | (99,330) | |
Present value of operating lease liabilities | $ 60,937 | $ 60,917 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)hotel$ / shares | Dec. 31, 2020USD ($)hotel$ / shares | Dec. 31, 2019USD ($)hotel$ / shares | Dec. 31, 2018USD ($) | |
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 14 | 13 | 13 | |
Net book income before income taxes | $ 12,600,000 | $ (27,000,000) | $ 31,000,000 | |
Income tax interest and penalties expense | 3,000 | 7,000 | 27,000 | |
Income tax interest and penalties accrued | 0 | 0 | ||
Valuation allowance | 17,343,000 | 14,938,000 | 11,581,000 | $ 14,483,000 |
Net operating loss carryforwards | 61,200,000 | |||
Net operating loss carryforwards, subject to expiration | 52,300,000 | |||
Net operating loss carryforwards subject to substantial limitation on use | $ 51,600,000 | |||
Income tax benefit, net operating loss, CARES Act | 3,400,000 | |||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries | ||||
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 13 | |||
Virgin Islands Bureau of Internal Revenue | Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Tax holiday amount | $ 907,000 | $ 0 | $ 807,000 | |
Benefit of the tax holiday on net income (loss) (in dollars per share) | $ / shares | $ 0.02 | $ 0 | $ 0.02 |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax (expense) benefit at federal statutory income tax rate of 21% | $ (2,652) | $ 5,619 | $ (6,509) |
State income tax (expense) benefit, net of U.S. federal income tax benefit | 574 | 3,136 | 107 |
State and local income tax (expense) benefit on pass-through entity subsidiaries | (9) | (5) | (16) |
Gross receipts and margin taxes | (26) | (13) | (67) |
Benefit of USVI Economic Development Commission credit | 3,346 | 783 | 5,614 |
Other | (251) | 311 | 16 |
Valuation allowance | (2,306) | (5,425) | (909) |
Total income tax (expense) benefit | $ (1,324) | $ 4,406 | $ (1,764) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ (1,477) | $ 3,431 | $ (765) |
State | (21) | 19 | (235) |
Total current income tax (expense) benefit | (1,498) | 3,450 | (1,000) |
Deferred: | |||
Federal | 131 | 1,262 | (357) |
State | 43 | (306) | (407) |
Total deferred income tax (expense) benefit | 174 | 956 | (764) |
Total income tax (expense) benefit | $ (1,324) | $ 4,406 | $ (1,764) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets (liabilities): | ||||
Tax intangibles basis greater than book basis | $ 722 | $ 718 | ||
Allowance for doubtful accounts | 28 | 50 | ||
Unearned income | 2,147 | 1,314 | ||
Federal and state net operating losses | 15,677 | 14,166 | ||
Capital Loss Carryforward | 529 | 523 | ||
Other | 178 | 399 | ||
Accrued expenses | 612 | 465 | ||
Tax property basis greater than book basis | (2,487) | (2,721) | ||
Prepaid expenses | (4) | (91) | ||
Net deferred tax asset | 17,402 | 14,823 | ||
Valuation allowance | (17,343) | (14,938) | $ (11,581) | $ (14,483) |
Net deferred tax asset (liability) | $ 59 | |||
Net deferred tax asset (liability) | $ (115) |
Income Taxes (Change in Valuati
Income Taxes (Change in Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 14,938 | $ 11,581 | $ 14,483 |
Additions | 2,405 | 3,357 | 0 |
Deductions | 0 | 0 | (2,902) |
Balance at end of year | $ 17,343 | $ 14,938 | $ 11,581 |
Intangible Assets, net (Schedul
Intangible Assets, net (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 5,682 | $ 5,682 |
Accumulated amortization | (1,421) | (1,042) |
Total | $ 4,261 | $ 4,640 |
Intangible Assets, net (Narrati
Intangible Assets, net (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangibles | $ 379 | $ 379 | $ 379 |
Ritz-Carlton Sarasota, Florida | Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Expected life | 15 years |
Intangible Assets, net (Sched_2
Intangible Assets, net (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets, net | ||
2022 | $ 379 | |
2023 | 379 | |
2024 | 379 | |
2025 | 379 | |
2026 | 379 | |
Thereafter | 2,366 | |
Total | $ 4,261 | $ 4,640 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | Generated Excess of 10% of Total | Three Hotel Properties | |
Concentration Risk [Line Items] | |
Concentration risk | 48.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Thousands | Feb. 02, 2022USD ($)extension | Dec. 31, 2021USD ($)extension | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | |||
Indebtedness, gross | $ 1,180,750 | $ 1,128,724 | |
Mortgages | Mortgage Loan 1 | |||
Subsequent Event [Line Items] | |||
Indebtedness, gross | $ 67,500 | $ 67,500 | |
Number of extension options | extension | 3 | ||
Term of extension options (in years) | 1 year | ||
Subsequent Event | Mortgages | Mortgage Loan 1 | |||
Subsequent Event [Line Items] | |||
Indebtedness, gross | $ 70,500 | ||
Debt term | 2 years | ||
Number of extension options | extension | 3 | ||
Term of extension options (in years) | 1 year | ||
Subsequent Event | Mortgages | Mortgage Loan 1 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 2.86% |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 1,094,500 | |||
Initial Cost of Land | 484,644 | |||
Initial Cost of FF&E, Buildings and improvements | 1,117,238 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 243,196 | |||
Gross Carrying Amount At Close of Period, Land | 484,644 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 1,360,434 | |||
Gross Carrying Amount At Close of Period, Total | 1,845,078 | $ 1,784,849 | $ 1,791,174 | $ 1,562,806 |
Accumulated Depreciation | $ 399,481 | $ 360,259 | $ 309,752 | $ 262,905 |
Building | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 39 years | |||
Building Improvements | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 7 years 6 months | |||
Minimum | Furniture and Fixtures | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 1 year 6 months | |||
Maximum | Furniture and Fixtures | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Estimated useful life | 5 years | |||
Washington DC Hilton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 107,000 | |||
Initial Cost of Land | 45,721 | |||
Initial Cost of FF&E, Buildings and improvements | 106,245 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 34,436 | |||
Gross Carrying Amount At Close of Period, Land | 45,721 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 140,681 | |||
Gross Carrying Amount At Close of Period, Total | 186,402 | |||
Accumulated Depreciation | 64,999 | |||
La Jolla, CA Hilton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 88,000 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 114,614 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 8,224 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 122,838 | |||
Gross Carrying Amount At Close of Period, Total | 122,838 | |||
Accumulated Depreciation | 51,047 | |||
Seattle, WA Marriott | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 134,700 | |||
Initial Cost of Land | 31,888 | |||
Initial Cost of FF&E, Buildings and improvements | 112,176 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 12,486 | |||
Gross Carrying Amount At Close of Period, Land | 31,888 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 124,662 | |||
Gross Carrying Amount At Close of Period, Total | 156,550 | |||
Accumulated Depreciation | 45,547 | |||
Philadelphia, PA The Notary Hotel | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 84,600 | |||
Initial Cost of Land | 9,814 | |||
Initial Cost of FF&E, Buildings and improvements | 94,029 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 33,320 | |||
Gross Carrying Amount At Close of Period, Land | 9,814 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 127,349 | |||
Gross Carrying Amount At Close of Period, Total | 137,163 | |||
Accumulated Depreciation | 52,655 | |||
San Francisco CA Courtyard By Marriott | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 116,300 | |||
Initial Cost of Land | 22,653 | |||
Initial Cost of FF&E, Buildings and improvements | 72,731 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 60,666 | |||
Gross Carrying Amount At Close of Period, Land | 22,653 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 133,397 | |||
Gross Carrying Amount At Close of Period, Total | 156,050 | |||
Accumulated Depreciation | 59,333 | |||
Chicago, IL Chicago Sofitel Magnificent Mile | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 99,400 | |||
Initial Cost of Land | 12,631 | |||
Initial Cost of FF&E, Buildings and improvements | 140,369 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 11,480 | |||
Gross Carrying Amount At Close of Period, Land | 12,631 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 151,849 | |||
Gross Carrying Amount At Close of Period, Total | 164,480 | |||
Accumulated Depreciation | 39,599 | |||
Key West, FL Pier House Resort | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 80,000 | |||
Initial Cost of Land | 59,731 | |||
Initial Cost of FF&E, Buildings and improvements | 33,011 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 4,428 | |||
Gross Carrying Amount At Close of Period, Land | 59,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 37,439 | |||
Gross Carrying Amount At Close of Period, Total | 97,170 | |||
Accumulated Depreciation | 11,889 | |||
Yountville, CA Bardessono | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 40,000 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 64,184 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 2,060 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 66,244 | |||
Gross Carrying Amount At Close of Period, Total | 66,244 | |||
Accumulated Depreciation | 12,831 | |||
Yountville CA, Hotel Yountville | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 51,000 | |||
Initial Cost of Land | 47,849 | |||
Initial Cost of FF&E, Buildings and improvements | 48,567 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 273 | |||
Gross Carrying Amount At Close of Period, Land | 47,849 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 48,840 | |||
Gross Carrying Amount At Close of Period, Total | 96,689 | |||
Accumulated Depreciation | 10,842 | |||
Beaver Creek, CO Park Hyatt | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 67,500 | |||
Initial Cost of Land | 89,117 | |||
Initial Cost of FF&E, Buildings and improvements | 56,383 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 5,649 | |||
Gross Carrying Amount At Close of Period, Land | 89,117 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 62,032 | |||
Gross Carrying Amount At Close of Period, Total | 151,149 | |||
Accumulated Depreciation | 13,431 | |||
Ritz-Carlton Sarasota, Florida | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 99,500 | |||
Initial Cost of Land | 83,630 | |||
Initial Cost of FF&E, Buildings and improvements | 99,782 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | (8,894) | |||
Gross Carrying Amount At Close of Period, Land | 83,630 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 90,888 | |||
Gross Carrying Amount At Close of Period, Total | 174,518 | |||
Accumulated Depreciation | 11,897 | |||
St. Thomas, USVI Ritz-Carlton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 42,500 | |||
Initial Cost of Land | 25,533 | |||
Initial Cost of FF&E, Buildings and improvements | 38,467 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 76,471 | |||
Gross Carrying Amount At Close of Period, Land | 25,533 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 114,938 | |||
Gross Carrying Amount At Close of Period, Total | 140,471 | |||
Accumulated Depreciation | 16,357 | |||
Truckee, CA Ritz-Carlton | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 54,000 | |||
Initial Cost of Land | 26,731 | |||
Initial Cost of FF&E, Buildings and improvements | 91,603 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 2,461 | |||
Gross Carrying Amount At Close of Period, Land | 26,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 94,064 | |||
Gross Carrying Amount At Close of Period, Total | 120,795 | |||
Accumulated Depreciation | 8,082 | |||
Mr. C Beverly Hills Hotel | ||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 30,000 | |||
Initial Cost of Land | 29,346 | |||
Initial Cost of FF&E, Buildings and improvements | 45,077 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 136 | |||
Gross Carrying Amount At Close of Period, Land | 29,346 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 45,213 | |||
Gross Carrying Amount At Close of Period, Total | 74,559 | |||
Accumulated Depreciation | $ 972 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation (Roll Forward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investment in real estate: | |||
Beginning balance | $ 1,784,849 | $ 1,791,174 | $ 1,562,806 |
Additions | 95,663 | 16,067 | 262,541 |
Write-offs | (32,677) | (22,392) | (14,445) |
Impairment | 0 | 0 | (476) |
Sales/disposals | (2,757) | 0 | (19,252) |
Ending balance | 1,845,078 | 1,784,849 | 1,791,174 |
Accumulated depreciation: | |||
Beginning balance | 360,259 | 309,752 | 262,905 |
Depreciation expense | 73,054 | 72,899 | 69,195 |
Impairment | 0 | 0 | (105) |
Write-offs | (32,677) | (22,392) | (14,445) |
Sales/disposals | (1,155) | 0 | (7,798) |
Ending balance | 399,481 | 360,259 | 309,752 |
Investment in real estate, net | $ 1,445,597 | $ 1,424,590 | $ 1,481,422 |