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Indebtedness, net | 12 Months Ended
--- | ---
Dec. 31, 2023
Debt Disclosure [Abstract] |
Indebtedness, net | Indebtedness, net Indebtedness consisted of the following (in thousands):
|  |  |  |  |  |  |  |  |  |  |  | December 31, 2023 |  | December 31, 2022
Indebtedness |  | Collateral |  | Maturity |  | Interest Rate (1) |  | Default Rate (2) |  | Debt Balance |  | Book Value of Collateral |  | Debt Balance |  | Book Value of Collateral
Mortgage loan (5) |  | 1 | hotel |  | June 2023 |  | LIBOR(3) + | 2.45 | % |  | n/a |  | $ | — |  |  | $ | — |  |  | $ | 73,450 |  |  | $ | 100,142 |
Mortgage loan (6) |  | 7 | hotels |  | June 2023 |  | SOFR(4) + | 3.70 | % |  | 4.00% |  | 180,720 |  |  | 121,119 |  |  | 180,720 |  |  | 124,761 |
Mortgage loan (7) |  | 7 | hotels |  | June 2023 |  | SOFR(4) + | 3.44 | % |  | 4.00% |  | 174,400 |  |  | 113,110 |  |  | 174,400 |  |  | 118,783 |
Mortgage loan (8) |  | 5 | hotels |  | June 2023 |  | SOFR(4) + | 3.73 | % |  | n/a |  | — |  |  | — |  |  | 215,120 |  |  | 164,792 |
Mortgage loan (5) |  | 1 | hotel |  | November 2023 |  | SOFR(4) + | 2.80 | % |  | n/a |  | — |  |  | — |  |  | 25,000 |  |  | 46,659 |
Mortgage loan (9) |  | 1 | hotel |  | January 2024 |  |  | 5.49 | % |  | n/a |  | — |  |  | — |  |  | 6,345 |  |  | 6,556 |
Mortgage loan (9) |  | 1 | hotel |  | January 2024 |  |  | 5.49 | % |  | n/a |  | — |  |  | — |  |  | 9,261 |  |  | 13,638 |
Term loan (10) |  |  | Equity |  | January 2024 |  |  | 14.00 | % |  | n/a |  | 183,082 |  |  | — |  |  | 195,959 |  |  | — |
Mortgage loan (11) |  | 8 | hotels |  | February 2024 |  | SOFR(4) + | 3.28 | % |  | n/a |  | 345,000 |  |  | 298,826 |  |  | 395,000 |  |  | 288,740 |
Mortgage loan (12) |  | 2 | hotels |  | March 2024 |  | SOFR(4) + | 2.80 | % |  | n/a |  | 240,000 |  |  | 201,279 |  |  | 240,000 |  |  | 207,265 |
Mortgage loan (13) |  | 19 | hotels |  | April 2024 |  | SOFR(4) + | 3.51 | % |  | n/a |  | 862,027 |  |  | 907,476 |  |  | 907,030 |  |  | 932,715 |
Mortgage loan |  | 1 | hotel |  | May 2024 |  |  | 4.99 | % |  | n/a |  | 5,613 |  |  | 5,813 |  |  | 5,819 |  |  | 5,983 |
Mortgage loan (14) |  | 1 | hotel |  | June 2024 |  | SOFR(4) + | 2.00 | % |  | n/a |  | 8,881 |  |  | 6,334 |  |  | 8,881 |  |  | 6,651 |
Mortgage loan (15) |  | 4 | hotels |  | June 2024 |  | SOFR(4) + | 3.90 | % |  | n/a |  | 143,877 |  |  | 127,829 |  |  | 221,040 |  |  | 145,085 |
Mortgage loan (16) |  | 5 | hotels |  | June 2024 |  | SOFR(4) + | 4.17 | % |  | n/a |  | 237,061 |  |  | 77,978 |  |  | 262,640 |  |  | 80,554 |
Mortgage loan (17) |  | 5 | hotels |  | June 2024 |  | SOFR(4) + | 2.90 | % |  | n/a |  | 119,003 |  |  | 158,702 |  |  | 160,000 |  |  | 168,223 |
Mortgage loan |  | 2 | hotels |  | August 2024 |  |  | 4.85 | % |  | n/a |  | 10,945 |  |  | 7,831 |  |  | 11,172 |  |  | 8,404 |
Mortgage loan (9) |  | 3 | hotels |  | August 2024 |  |  | 4.90 | % |  | n/a |  | — |  |  | — |  |  | 22,349 |  |  | 17,041 |
Mortgage loan (18) |  | 1 | hotel |  | November 2024 |  | SOFR(4) + | 4.76 | % |  | n/a |  | 86,000 |  |  | 81,104 |  |  | 85,552 |  |  | 87,139 |
Mortgage loan (19) |  | 17 | hotels |  | November 2024 |  | SOFR(4) + | 3.39 | % |  | n/a |  | 409,750 |  |  | 225,466 |  |  | 415,000 |  |  | 220,462 |
Mortgage loan (20) |  | 1 | hotel |  | December 2024 |  | SOFR(4) + | 4.00 | % |  | n/a |  | 37,000 |  |  | 59,352 |  |  | 37,000 |  |  | 53,525 |
Mortgage loan (21) |  | 1 | hotel |  | December 2024 |  | SOFR(4) + | 2.85 | % |  | n/a |  | 13,759 |  |  | 22,473 |  |  | 15,290 |  |  | 23,440 |
Mortgage loan (22) |  | 3 | hotels |  | February 2025 |  |  | 4.45 | % |  | n/a |  | 45,792 |  |  | 53,207 |  |  | 46,918 |  |  | 56,536 |
Mortgage loan |  | 1 | hotel |  | March 2025 |  |  | 4.66 | % |  | n/a |  | 22,742 |  |  | 42,292 |  |  | 23,326 |  |  | 43,879 |
Mortgage loan (23) |  | 1 | hotel |  | August 2025 |  | SOFR(4) + | 3.91 | % |  | n/a |  | 98,000 |  |  | 167,176 |  |  | 98,000 |  |  | 170,329 |
Mortgage loan (5) |  | 2 | hotels |  | May 2026 |  | SOFR(4) + | 4.00 | % |  | n/a |  | 98,450 |  |  | 143,710 |  |  | — |  |  | — |
Mortgage loan (9) (24) |  | 4 | hotels |  | December 2028 |  |  | 8.51 | % |  | n/a |  | 30,200 |  |  | 35,580 |  |  | — |  |  | — |
Environmental loan (28) |  | 1 | hotel |  | April 2024 |  |  | 10.00% |  | n/a |  | 571 |  |  | — |  |  | — |  |  | — |
Bridge loan (25) (28) |  | 1 | hotel |  | May 2024 |  |  | 7.25% |  | n/a |  | 19,889 |  |  | — |  |  | — |  |  | — |
TIF loan (26) (28) |  | 1 | hotel |  | August 2025 |  |  | 8.25% |  | n/a |  | 5,609 |  |  | — |  |  | — |  |  | — |
Construction loan (27) (28) |  | 1 | hotel |  | May 2033 |  | SOFR(4) + | 8.50% |  | n/a |  | 15,494 |  |  | 87,358 |  |  | — |  |  | — |
Total indebtedness |  |  |  |  |  |  |  |  |  |  |  | $ | 3,393,865 |  |  | $ | 2,944,015 |  |  | $ | 3,835,272 |  |  | $ | 3,091,302 |
Premiums (discounts), net |  |  |  |  |  |  |  |  |  |  |  | (606) |  |  |  |  | (20,249) |  |  |
Capitalized default interest and late charges |  |  |  |  |  |  |  |  |  |  |  | 396 |  |  |  |  | 8,363 |  |  |
Deferred loan costs, net |  |  |  |  |  |  |  |  |  |  |  | (6,914) |  |  |  |  | (8,530) |  |  |
Embedded debt derivative |  |  |  |  |  |  |  |  |  |  |  | 23,696 |  |  |  |  | 23,687 |  |  |
Indebtedness, net |  |  |  |  |  |  |  |  |  |  |  | $ | 3,410,437 |  |  |  |  | $ | 3,838,543 |  |  |
Indebtedness related to assets held for sale, net (22) |  | 1 | hotel |  | February 2025 |  |  | 4.45 | % |  | n/a |  | 14,366 |  |  |  |  | — |  |  |
|  |  |  |  |  |  |  |  |  |  |  | $ | 3,396,071 |  |  |  |  | $ | 3,838,543 |  |  |
_____________________________ (1) Interest rates do not include default or late payment rates in effect on some mortgage loans. (2) Default rates are presented for mortgage loans which were in default, in accordance with the terms and conditions of the applicable mortgage agreement, as of December 31, 2023. The default rate is accrued in addition to the stated interest rate. (3) LIBOR rate was 4.39% at December 31, 2022. (4) SOFR rates were 5.35% and 4.36% at December 31, 2023 and December 31, 2022, respectively. (5) On May 19, 2023, we refinanced this mortgage loan with a new $98.5 million mortgage loan with a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of SOFR + 4.00% and has a SOFR floor of 0.50%. (6) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period ended in June 2022. The paydown that was required in order to exercise the fourth one-year extension option was not made. As a result, effective June 9, 2023, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest has been accrued, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 3.65% to SOFR + 3.70%. (7) This loan has five one-year extension options, subject to satisfaction of certain conditions. The third one-year extension period began in June 2022. The paydown that was required in order to exercise the fourth one-year extension option was not made. As a result, effective June 9, 2023, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest has been accrued, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 3.39% to SOFR + 3.44%. (8) On November 30, 2023, the assets of this loan pool were transferred to the current holder of the mortgage loan through a deed in lieu of foreclosure transaction. The assets and liabilities associated with this mortgage loan have been removed from the Company's consolidated balance sheet. See note 5. (9) On November 16, 2023, we refinanced this mortgage loan with a new $30.2 million mortgage loan with a five-year initial term. The new mortgage loan is interest only and bears interest at a fixed rate of 8.51%. (10) This term loan has two one-year extension options, subject to satisfaction of certain conditions. Effective January 15, 2023, the interest rate decreased from 16.00% to 14.00% in accordance with the terms and conditions of the loan agreement. On August 1, 2023, we repaid $12.9 million of principal on this term loan. The first one-year extension period began in January 2024. (11) On February 9, 2023, we amended this mortgage loan. Terms of the amendment included a principal paydown of $50.0 million, and the variable interest rate changed from LIBOR + 3.07% to LIBOR + 3.17%. This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in February 2024. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 3.17% to SOFR + 3.28%. (12) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in March 2024. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 2.75% to SOFR + 2.80%. (13) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in April 2023. In accordance with exercising the fourth one-year extension option, we repaid $45.0 million of principal and the variable interest rate changed from LIBOR + 3.20% to LIBOR + 3.47%. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 3.47% to SOFR + 3.51%. (14) This mortgage loan has a SOFR floor of 2.00%. (15) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, we repaid $62.4 million of principal and the variable interest rate changed from LIBOR + 3.73% to LIBOR + 3.86%. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 3.86% to SOFR + 3.90%. A portion of this mortgage loan relates to the Sheraton Bucks County, which was sold on November 9, 2023, resulting in a $13.8 million paydown. See note 5. (16) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began in June 2023. In accordance with exercising the extension option, the interest rate changed from LIBOR + 4.02% to LIBOR + 4.15%. On July 5, 2023, we repaid $25.6 million of principal, reducing the outstanding principal balance to $237.1 million, in accordance with exercising the fourth extension option. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 4.15% to SOFR + 4.17%. (17) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fourth one-year extension period began effective June 2023. In accordance with exercising the extension option, the interest rate changed from LIBOR + 2.73% to LIBOR + 2.85%. On July 7, 2023, we repaid $41.0 million of principal, reducing the outstanding principal balance to $119.0 million, in accordance with exercising the fourth extension option. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 2.85% to SOFR + 2.90%. (18) On January 27, 2023, we drew the remaining $449,000 of the $2.0 million additional funding available to replenish restricted cash balances in accordance with the terms of the mortgage loan. Effective June 30, 2023, we replaced the variable interest rate of LIBOR + 4.65% with SOFR + 4.76% in accordance with the terms and conditions of the loan agreement. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. (19) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in November 2023. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate changed from LIBOR + 3.13% to SOFR + 3.26%. On July 14, 2023, we repaid $5.3 million of principal on this mortgage loan. In conjunction with the fifth extension, the variable interest rate increased from SOFR + 3.26% to SOFR + 3.39%. (20) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 0.50%. (21) This loan has two one-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in December 2023. In accordance with the terms of the loan, we repaid $1.4 million to exercise the second extension. (22) A portion of this mortgage loan at December 31, 2023 relates to Residence Inn Salt Lake City. See note 5. (23) This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. (24) This loan is associated with Stirling Hotels & Resorts Inc. See discussion in notes 1 and 4. (25) On December 22, 2023, we amended this loan. Terms of the amendment included extending the maturity date six months to May 2024, and increasing the fixed interest rate from 5.00% to 7.25%. This loan is collateralized by historical tax credits, certain capital distribution, and the deed of trust for the hotel project. (26) On July 26, 2023, we amended this loan. Terms of the amendment included increasing the fixed rate of 4.75% to a fixed rate of 8.25%, and extending the maturity date from July 2024 to August 2025. This loan is collateralized by historical tax credits. (27) Effective August 1, 2023, we amended this construction loan. Terms of the amendment included replacing the variable interest rate of LIBOR + 8.39% with SOFR + 8.50% and extending the term loan effective date from August 2023 to January 2024. Additionally, the term loan rate of a fixed rate of 6.81% plus the higher of the a) five-year swap rate and b) 0.94% was replaced with a fixed rate of 7.75% plus SOFR, less 1.85%. The final maturity date is May 2033. (28) This loan is associated with 815 Commerce Managing Member, LLC. See discussion in notes 2, 4 and 8. We recognized net premium (discount) amortization as presented in the table below (in thousands):
|  |  |  | Year Ended December 31,
Line Item |  |  |  |  |  | 2023 |  | 2022 |  | 2021
Interest expense and amortization of discounts and loan costs |  |  |  |  |  | $ | (18,684) |  |  | $ | (12,015) |  |  | $ | (7,142) |
The amortization of the net premium (discount) is computed using a method that approximates the effective interest method. During the years ended December 31, 2021 and 2020 the Company entered into forbearance and other agreements which were evaluated to be considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructurings all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loan using the effective interest method. The amount of default interest and late charges capitalized into the loan balance was $33.2 million during the year ended December 31, 2021. The amount of the capitalized principal that was amortized during the years ended December 31, 2023, 2022 and 2021 was $7.8 million, $15.1 million and $35.7 million, respectively. The amount of the capitalized principal that was written off during the years ended December 31, 2023, 2022 and 2021, was $151,000, $0 and $0, respectively. These amounts are included as a reduction to “interest expense and amortization of discounts and loan costs” in the consolidated statements of operations. On June 21, 2023, the Company and Ashford Trust OP (the “Borrower”), an indirect subsidiary of the Company, entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (the “Lenders”) and Oaktree Fund Administration, LLC. Amendment No. 2, subject to the conditions set forth therein, provides that, among other things: (i) the Delayed Draw Term Loan (“DDTL”) commitment expiration date will be July 7, 2023, or such earlier date that the Borrower makes an Initial DDTL draw to be used by the Borrower to prepay certain mortgage indebtedness; (ii) notwithstanding the occurrence of the DDTL commitment expiration date, up to $100,000,000 of Initial DDTLs will be made available by the Lenders for a period of twelve (12) months ending July 7, 2024 (none of which was used as of December 31, 2023), subject to the Borrower paying an unused fee of 9% per annum on the undrawn amount; (iii) Ashford Trust and the Borrower will be permitted to make certain restricted payments, including without limitation dividends on Ashford Trust’s preferred stock, without having to maintain unrestricted cash in an amount not less than the sum of (x) $100,000,000 plus (y) the aggregate principal amount of DDTLs advanced prior to the date thereof or contemporaneously therewith; (iv) a default on certain pool mortgage loans will not be counted against the $400,000,000 mortgage debt threshold amount; (v) for purposes of the mortgage debt threshold amount, a certain mortgage loan, with a current aggregate principal amount of $415,000,000, will be deemed to have a principal amount of $400,000,000; and (vi) when payable by the Borrower under the Credit Agreement, at least 50% of the exit fee shall be paid as a cash exit fee. The KEYS mortgage loans were entered into on June 13, 2018, each of which had a two-year initial term and five one-year extension options. In order to qualify for a one-year extension in June of 2023, each KEYS loan pool was required to achieve a certain debt yield test. The Company extended its KEYS Pool C loan with a paydown of approximately $62.4 million, its KEYS Pool D loan with a paydown of approximately $25.6 million, and its KEYS Pool E loan with a paydown of approximately $41.0 million. On June 9, 2023 the Company received a 30-day extension to satisfy the extension conditions in order to negotiate modifications to the respective extension tests. On July 7, 2023, the Company elected not to make the required paydowns to extend its KEYS Pool A loan, KEYS Pool B loan and KEYS pool F loan thereby defaulting on such loans. On November 29, 2023, the Company completed the deed in lieu of foreclosure transaction for the transfer of ownership of the KEYS F $215.1 million mortgage to the mortgage lender. The foreclosure resulted in a gain on extinguishment of debt of approximately $53.4 million for the year ended December 31, 2023, which was included in “gain (loss) on extinguishment of debt” in the consolidated statements of operations. The Company’s KEYS Pool A loan has a $180.7 million debt balance with a book value of collateral of $121.1 million and its KEYS Pool B loan has a $174.4 million debt balance with a book value of collateral of $113.1 million as of December 31, 2023. Below is a summary of the hotel properties securing the KEYS Pool A loan, KEYS Pool B loan, KEYS Pool C loan, KEYS Pool D loan, KEYS Pool E loan and the hotel properties that secured the KEYS Pool F loan prior to transfer of ownership to the mortgage lender: KEYS A Loan Pool Courtyard Columbus Tipton Lakes – Columbus, IN Courtyard Old Town – Scottsdale, AZ Residence Inn Hughes Center – Las Vegas, NV Residence Inn Phoenix Airport – Phoenix, AZ Residence Inn San Jose Newark – Newark, CA SpringHill Suites Manhattan Beach – Hawthorne, CA SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA KEYS B Loan Pool Courtyard Basking Ridge – Basking Ridge, NJ Courtyard Newark Silicon Valley – Newark, CA Courtyard Oakland Airport – Oakland, CA Courtyard Plano Legacy Park – Plano, TX Residence Inn Plano – Plano, TX SpringHill Suites BWI Airport – Baltimore, MD TownePlace Suites Manhattan Beach – Hawthorne, CA KEYS C Loan Pool Hyatt Coral Gables – Coral Gables, FL Hilton Ft. Worth – Fort Worth, TX Hilton Minneapolis Airport – Bloomington, MN Sheraton San Diego – San Diego, CA Sheraton Bucks County, PA – Langhorne, PA KEYS D Loan Pool Marriott Beverly Hills – Los Angeles, CA One Ocean Resort – Atlantic Beach, FL Marriott Suites Dallas – Dallas, TX Hilton Santa Fe – Santa Fe, NM Embassy Suites Dulles – Herndon, VA KEYS E Loan Pool Marriott Fremont – Fremont, CA Embassy Suites Philadelphia – Philadelphia, PA Marriott Memphis – Memphis, TN Sheraton Anchorage – Anchorage, AK Lakeway Resort Austin – Lakeway, TX KEYS F Loan Pool Embassy Suites Flagstaff – Flagstaff, AZ Embassy Suites Walnut Creek – Walnut Creek, CA Marriott Bridgewater – Bridgewater, NJ Marriott Research Triangle Park – Durham, NC W Atlanta Downtown – Atlanta, GA We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield targets. Effective June 30, 2023, LIBOR is no longer published. Accordingly all variable interest rate mortgage loans held by the Company that used the LIBOR index transitioned to SOFR beginning on July 1, 2023. Not all lenders executed loan amendment documents and instead will defer to original loan documents that dictate changes in index rates. If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of December 31, 2023, we were in compliance with all covenants related to mortgage loans, with the exception of the KEYS Pools A and KEYS Pool B mortgage loans discussed above. We were also in compliance with all covenants under the senior secured term loan facility with Oaktree Capital Management L.P. (“Oaktree”). The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP. In conjunction with the development of the Le Meridien in Fort Worth, Texas, which was consolidated as of May 31, 2023, the Company recorded $3.0 million of capitalized interest during the year ended December 31, 2023, which is included in “investment in hotel properties, net” in our consolidated balance sheet. See note 4. Maturities and scheduled amortizations of indebtedness as of December 31, 2023 for each of the five following years and thereafter are as follows (in thousands), excluding extension options:
2024 | $ | 3,077,578 |
2025 | 172,142 |
2026 | 98,450 |
2027 | — |
2028 | 30,200 |
Thereafter | 15,495 |
Total | $ | 3,393,865 |

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