Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 7-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ASHFORD HOSPITALITY TRUST INC | |
Entity Central Index Key | 1232582 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 101,068,813 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $355,727 | $215,063 |
Marketable securities | 72,427 | 63,217 |
Total cash, cash equivalents and marketable securities | 428,154 | 278,280 |
Investments in hotel properties, net | 3,953,983 | 2,128,611 |
Restricted cash | 143,043 | 85,830 |
Accounts receivable, net of allowance of $417 and $241, respectively | 52,512 | 22,399 |
Inventories | 4,188 | 2,104 |
Note receivable, net of allowance of $7,416 and $7,522, respectively | 3,599 | 3,553 |
Investment in unconsolidated entities | 58,971 | 206,790 |
Deferred costs, net | 36,514 | 12,588 |
Prepaid expenses | 22,757 | 7,017 |
Derivative assets, net | 917 | 182 |
Other assets | 7,969 | 17,116 |
Intangible assets, net | 15,045 | 0 |
Due from Ashford Prime OP, net | 335 | 896 |
Due from affiliates | 0 | 3,473 |
Due from related party, net | 1,922 | 0 |
Due from third-party hotel managers | 39,047 | 12,241 |
Total assets | 4,768,956 | 2,781,080 |
Liabilities: | ||
Indebtedness | 3,387,623 | 1,954,103 |
Accounts payable and accrued expenses | 131,890 | 71,118 |
Dividends payable | 23,346 | 21,889 |
Unfavorable management contract liabilities | 4,836 | 5,330 |
Due to Ashford Inc., net | 9,120 | 8,202 |
Due to related party, net | 0 | 1,867 |
Due to third-party hotel managers | 1,529 | 1,640 |
Intangible liabilities, net | 27,262 | 0 |
Liabilities associated with marketable securities and other | 12,771 | 6,201 |
Other liabilities | 6,923 | 1,233 |
Total liabilities | 3,605,300 | 2,071,583 |
Redeemable noncontrolling interests in operating partnership | 165,590 | 177,064 |
Equity: | ||
Common stock, $0.01 par value, 200,000,000 shares authorized, 124,896,765 shares issued, 101,078,531 and 89,439,624 shares outstanding at March 31, 2015 and December 31, 2014, respectively | 1,249 | 1,249 |
Additional paid-in capital | 1,801,656 | 1,706,274 |
Accumulated deficit | -696,787 | -1,050,323 |
Treasury stock, at cost, 23,818,234 and 35,457,141 shares at March 31, 2015 and December 31, 2014, respectively | -108,985 | -125,725 |
Total stockholders’ equity of the Company | 997,291 | 531,633 |
Noncontrolling interests in consolidated entities | 775 | 800 |
Total equity | 998,066 | 532,433 |
Total liabilities and equity | 4,768,956 | 2,781,080 |
Series A Cumulative Preferred Stock, 1,657,206 shares issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 17 | 17 |
Series D Cumulative Preferred Stock, 9,468,706 shares issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 95 | 95 |
Series E Cumulative Preferred Stock, 4,630,000 shares issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | $46 | $46 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts receivable | $417 | $241 |
Allowance for doubtful notes receivable | $7,416 | $7,522 |
Preferred stock, par value (in dollars per shares) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 124,896,765 | 124,896,765 |
Common stock, shares outstanding (in shares) | 101,078,531 | 89,439,624 |
Treasury stock, shares (in shares) | 23,818,234 | 35,457,141 |
Series A Cumulative Preferred Stock, 1,657,206 shares issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Preferred stock, shares issued (in shares) | 1,657,206 | 1,657,206 |
Preferred stock, shares outstanding (in shares) | 1,657,206 | 1,657,206 |
Series D Cumulative Preferred Stock, 9,468,706 shares issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Preferred stock, shares issued (in shares) | 9,468,706 | 9,468,706 |
Preferred stock, shares outstanding (in shares) | 9,468,706 | 9,468,706 |
Series E Cumulative Preferred Stock, 4,630,000 shares issued and outstanding at March 31, 2015 and December 31, 2014 | ||
Preferred stock, shares issued (in shares) | 4,630,000 | 4,630,000 |
Preferred stock, shares outstanding (in shares) | 4,630,000 | 4,630,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Rooms | $200,990 | $156,997 |
Food and beverage | 39,553 | 28,239 |
Other hotel revenue | 8,832 | 6,366 |
Total hotel revenue | 249,375 | 191,602 |
Advisory services revenue | 0 | 2,194 |
Other | 860 | 1,065 |
Total revenue | 250,235 | 194,861 |
Hotel operating expenses: | ||
Rooms | 43,153 | 34,754 |
Food and beverage | 26,280 | 19,323 |
Other expenses | 74,782 | 58,274 |
Management fees | 9,657 | 7,742 |
Total hotel expenses | 153,872 | 120,093 |
Property taxes, insurance, and other | 11,594 | 9,589 |
Depreciation and amortization | 37,864 | 26,152 |
Impairment charges | -106 | -101 |
Transaction costs | 499 | 0 |
Advisory services fee | 9,567 | 0 |
Corporate, general, and administrative | 4,840 | 12,735 |
Total expenses | 218,130 | 168,468 |
Operating income | 32,105 | 26,393 |
Equity in loss of unconsolidated entities | -6,622 | -3,498 |
Interest income | 16 | 6 |
Gain on acquisition of PIM Highland JV | 381,835 | 0 |
Other income | 4,330 | 1,277 |
Interest expense and amortization of premiums and loan costs | -34,635 | -28,375 |
Write-off of loan costs and exit fees | -4,767 | -2,028 |
Unrealized gain (loss) on marketable securities | -1,802 | 1 |
Unrealized loss on derivatives | -1,698 | -347 |
Income (loss) from continuing operations before income taxes | 368,762 | -6,571 |
Income tax expense | -825 | -216 |
Income (loss) from continuing operations | 367,937 | -6,787 |
Income from discontinued operations | 0 | 4 |
Gain (loss) on sale of hotel properties, net of tax | -1,130 | 3,491 |
Net income (loss) | 366,807 | -3,292 |
Loss from consolidated entities attributable to noncontrolling interest | 25 | 27 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | -45,336 | 877 |
Net income (loss) attributable to the Company | 321,496 | -2,388 |
Preferred dividends | -8,490 | -8,490 |
Net income (loss) attributable to common stockholders | 313,006 | -10,878 |
Basic: | ||
Income (loss) from continuing operations attributable to common stockholders | $3.25 | ($0.13) |
Income from discontinued operations attributable to common stockholders | $0 | $0 |
Net income (loss) attributable to common stockholders | $3.25 | ($0.13) |
Weighted average common shares outstanding – basic | 95,539 | 81,690 |
Diluted: | ||
Income (loss) from continuing operations attributable to common stockholders | $3.13 | ($0.13) |
Income from discontinued operations attributable to common stockholders | $0 | $0 |
Net income (loss) allocated to common stockholders per share | $3.13 | ($0.13) |
Weighted average common shares outstanding – diluted | 113,912 | 81,690 |
Dividends declared per common share (in dollars per share) | $0.12 | $0.12 |
Amounts attributable to common stockholders: | ||
Net income (loss) attributable to the Company | 321,496 | -2,391 |
Income from discontinued operations | 0 | 3 |
Net income (loss) attributable to common stockholders | $313,006 | ($10,878) |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $366,807 | ($3,292) |
Other comprehensive income, net of tax: | ||
Reclassification to interest expense | 0 | 71 |
Total other comprehensive income | 0 | 71 |
Comprehensive income (loss) | 366,807 | -3,221 |
Less: Comprehensive loss attributable to noncontrolling interest in consolidated entities | 25 | 27 |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | -45,336 | 868 |
Comprehensive income (loss) attributable to the Company | $321,496 | ($2,326) |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity (USD $) | Total | Series A Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Common Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Deficit | Accumulated Deficit | Accumulated Deficit | Accumulated Deficit | Treasury Stock | Treasury Stock | Noncontrolling Interests In Consolidated Entities | Noncontrolling Interests in Operating Partnership |
In Thousands, unless otherwise specified | Series A Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series A Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Common Stock | Restricted Stock and Restricted Stock Units (RSUs) [Member] | |||||||||||
Beginning balance, value at Dec. 31, 2014 | $177,064 | $177,064 | |||||||||||||||||
Beginning balance, value at Dec. 31, 2014 | 532,433 | 17 | 95 | 46 | 1,249 | 1,706,274 | -1,050,323 | -125,725 | 800 | ||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2014 | 1,657 | 9,469 | 4,630 | 124,897 | 35,457 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Purchases of treasury shares (in shares) | -43 | ||||||||||||||||||
Purchases of treasury shares | -446 | -446 | |||||||||||||||||
Equity-based compensation | 107 | 107 | |||||||||||||||||
Equity-based compensation | 64 | ||||||||||||||||||
Issuance of restricted shares/units, value | 0 | -2,269 | 2,269 | ||||||||||||||||
Issuance of restricted shares/units, value | 33 | ||||||||||||||||||
Issuance of restricted shares/units (in shares) | 1,013 | ||||||||||||||||||
Reissuance of treasury shares | 110,939 | 96,228 | 14,711 | ||||||||||||||||
Reissuance of treasury shares (in shares) | 10,530 | ||||||||||||||||||
Dividends | -886 | -5,000 | -2,604 | -12,129 | -11,964 | -886 | -5,000 | -2,604 | -12,129 | ||||||||||
Distributions to noncontrolling interests | 0 | 0 | |||||||||||||||||
Distributions to noncontrolling interests | -2,726 | ||||||||||||||||||
Redemption/conversion of operating partnership units | 1,522 | 1,316 | 0 | 206 | |||||||||||||||
Redemption/conversion of operating partnership units (in shares) | 139 | ||||||||||||||||||
Redemption/conversion of operating partnership units | -1,522 | ||||||||||||||||||
Redemption value adjustment | 52,659 | 52,659 | |||||||||||||||||
Redemption value adjustment | -52,659 | ||||||||||||||||||
Net income (loss) attributable to the Company | 321,496 | 321,496 | |||||||||||||||||
Loss from consolidated entities attributable to noncontrolling interest | -25 | -25 | |||||||||||||||||
Net income (loss) | 321,471 | ||||||||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | -45,336 | 45,336 | |||||||||||||||||
Ending balance, value at Mar. 31, 2015 | 165,590 | 165,590 | |||||||||||||||||
Ending balance, value at Mar. 31, 2015 | $998,066 | $17 | $95 | $46 | $1,249 | $1,801,656 | ($696,787) | ($108,985) | $775 | ||||||||||
Ending balance, shares (in shares) at Mar. 31, 2015 | 1,657 | 9,469 | 4,630 | 124,897 | 23,818 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities | ||
Net income (loss) | $366,807 | ($3,292) |
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities: | ||
Depreciation and amortization | 37,864 | 26,229 |
Impairment charges | -106 | -101 |
Amortization of loan costs and premiums, write-off of loan costs and exit fees | 7,646 | 3,967 |
Bad debt expense | 152 | 0 |
Equity in (earnings) loss of unconsolidated entities | 6,622 | 3,498 |
Distribution of earnings from unconsolidated entities | 249 | 0 |
Gain on sale of hotel property | -380,705 | -3,503 |
Realized and unrealized gains on marketable securities | -2,275 | -1,064 |
Purchases of marketable securities | -64,346 | -22,553 |
Sales of marketable securities | 64,036 | 22,319 |
Net settlement of trading derivatives | -1,367 | -253 |
Unrealized loss on derivatives | 1,698 | 347 |
Equity-based compensation | 171 | 4,488 |
Changes in operating assets and liabilities, exclusive of effect of acquisitions and dispositions of hotel properties: | ||
Restricted cash | 3,003 | -1,551 |
Accounts receivable and inventories | -10,405 | -8,990 |
Prepaid expenses and other assets | -6,690 | -5,413 |
Accounts payable and accrued expenses | 13,780 | 2,513 |
Due from affiliates | 3,473 | 541 |
Due to/from related party | -6,315 | -1,114 |
Due to/from third-party hotel managers | -8,295 | -1,828 |
Due to/from Ashford Prime OP, net | 561 | -2,655 |
Due to/from Ashford Inc., net | 918 | 0 |
Other liabilities | 3,851 | -504 |
Net cash provided by operating activities | 30,327 | 11,081 |
Cash Flows from Investing Activities | ||
Proceeds from payments of note receivable | 60 | 61 |
Net proceeds from sales of hotel properties | 7,502 | 22,402 |
Dividends from Ashford Prime OP | 0 | 249 |
Acquisition of hotel properties, net of cash acquired | -287,618 | 0 |
Change in restricted cash related to improvements and additions to hotel properties | 49,703 | 0 |
Improvements and additions to hotel properties | -28,812 | -26,956 |
Due from Ashford Prime OP | 0 | 13,635 |
Payments of franchise fees | -175 | 0 |
Proceeds from property insurance | 282 | 0 |
Net cash provided by (used in) investing activities | -259,058 | 9,391 |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness | 1,581,032 | 200,000 |
Repayments of indebtedness and capital leases | -1,267,467 | -169,503 |
Payments of loan costs and exit fees | -31,558 | -3,831 |
Payments of dividends | -21,888 | -20,734 |
Purchases of treasury shares | -446 | -231 |
Payments for derivatives | -1,250 | -216 |
Issuances of treasury stock | 110,939 | 307 |
Distributions to noncontrolling interests in consolidated entities | 0 | -980 |
Other | 33 | 46 |
Net cash provided by financing activities | 369,395 | 4,858 |
Net increase in cash and cash equivalents | 140,664 | 25,330 |
Cash and cash equivalents at beginning of period | 215,063 | 128,780 |
Cash and cash equivalents at end of period | 355,727 | 154,110 |
Supplemental Cash Flow Information | ||
Interest paid | 26,543 | 24,588 |
Income taxes paid | 197 | 19 |
Supplemental Disclosure of Non-Cash Investing and Financing Activity | ||
Accrued but unpaid capital expenditures | 6,522 | 2,927 |
Deferred compensation to be settled in shares | 0 | 183 |
Dividend receivable from Ashford Prime OP | 249 | 249 |
Transfer of debt to Ashford Prime OP | 0 | 69,000 |
Dividends declared but not paid | $23,346 | $20,890 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Description of Business | Organization and Description of Business | |
Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”) focused on investing in the hospitality industry across all segments and in all methods including direct real estate, securities, equity, and debt. Other than Ashford Hospitality Trust, Inc.’s investment in Ashford Inc. common stock, we own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements. | ||
On December 14, 2014, we executed a Letter Agreement (the “Agreement”) with PRISA III Investments ("PRISA III"). The Agreement was approved by the investment committee of Prudential Real Estate Investors ("PREI"), the investment manager of PRISA III, and fully executed and delivered to us on December 15, 2014. Pursuant to the Agreement, we agreed to purchase and PRISA III agreed to sell (the “Transaction”) all of PRISA III’s right, title and interest in and to its approximately 28.26% interest in the PIM Highland Holding LLC (“PIM Highland JV”). As of March 6, 2015, we own 100% of the PIM Highland JV. See Notes 3, 6 and 7. | ||
We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotels 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. | ||
As of March 31, 2015, we owned interests in the following assets: | ||
• | 116 consolidated hotel properties, including 114 directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 25,579 total rooms (or 25,552 net rooms excluding those attributable to our partners); | |
• | 10 hotel properties owned through a 15.2% interest in Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”) with a carrying value of $54.6 million; | |
• | 86 hotel condominium units at WorldQuest Resort in Orlando, Florida; | |
• | a 30.1% ownership in Ashford Inc. common stock with a carrying value of $4.4 million; and | |
• | a mezzanine loan with a carrying value of $3.6 million. | |
For federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of March 31, 2015, our 116 hotel properties were leased or owned by our wholly owned subsidiaries that are treated as taxable REIT subsidiaries for federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations. | ||
As of March 31, 2015, Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer, and Mr. Archie Bennett, Jr., our Chairman Emeritus, managed 76 of our 116 hotel properties, one of the 10 Ashford Prime OP hotel properties and WorldQuest Resort. Third-party management companies managed the remaining hotel properties. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Significant Accounting Policies | |
Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned 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. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in our 2014 Annual Report to Stockholders on Form 10-K and Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on March 2, 2015, and March 31, 2015, respectively. | ||
The following items affect reporting comparability related to our consolidated financial statements: | ||
• | Historical seasonality patterns at some of our properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
• | On March 1, 2014, we completed the sale of the Pier House Resort to Ashford Prime (“Ashford Prime”). The results of the Pier House Resort, which we acquired on May 14, 2013, and sold on March 1, 2014, are included in our results of operations for the period from January 1, 2014, through February 28, 2014. | |
• | On February 6, 2015, we acquired the Lakeway Resort & Spa, and on February 25, 2015, we acquired the Memphis Marriott East hotel. The results of these hotels are included in our results of operations as of their respective acquisition dates. | |
• | On March 6, 2015, we acquired the remaining approximate 28.26% interest in the 28 hotels of the PIM Highland JV. For the period January 1, 2014, through March 5, 2015, we have recorded equity in earnings for our ownership percentage. Beginning March 6, 2015, we consolidated the results of operations of these hotels. | |
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. | ||
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 replacements of approximately 3% to 6% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. For purposes of the consolidated statements of cash flows, changes in restricted cash caused by using such funds for debt service, real estate taxes, and insurance are shown as operating activities. Changes in restricted cash caused by using such funds for furniture, fixtures, and equipment replacements are included in cash flows from investing activities. | ||
Investments in Hotel Properties, net—Hotel properties are generally stated at cost. However, four hotel properties contributed upon Ashford Trust’s formation in 2003 are stated at the predecessor’s historical cost, net of impairment charges, if any, plus a partial step-up related to the acquisition of noncontrolling interests from third parties associated with certain of these properties. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at the predecessor’s 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 hotel properties are capitalized. | ||
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 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. No impairment charges were recorded for investments in hotel properties for the three months ended March 31, 2015 and 2014. | ||
Hotel Dispositions—Effective January 1, 2015, discontinued operations are defined as the disposal of components of an entity that represents strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We anticipate that dispositions of hotel properties will not represent a strategic shift that has (or will have) a major effect on our operations and financial results as most will not fit the definition. This new guidance is to be implemented prospectively only. As such, hotel property dispositions that occurred prior to December 31, 2014, will continue to be reported as discontinued operations in the statements of operations for all applicable periods presented. 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. | ||
Intangible Assets and Liabilities—Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight-line method over the remaining terms of the respective lease contracts. | ||
Note Receivable—Mezzanine loan financing, classified as note receivable, represents a loan held for investment and intended to be held to maturity. Note receivable is recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is deemed to be impaired. Premiums, discounts, and net origination fees are amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. Payments received on impaired nonaccrual loans are recorded as adjustments to impairment charges. No interest income was recorded for the three months ended March 31, 2015 and 2014. | ||
Variable interest entities (“VIEs”), as defined by authoritative accounting guidance, must be consolidated by their controlling interest beneficiaries if the VIEs do not effectively disperse risks among the parties involved. Our remaining mezzanine note receivable at March 31, 2015, is secured by a hotel property and is subordinate to the controlling interest in the secured hotel property. Although the note receivable is considered to be a variable interest in the entity that owns the related hotel, we are not considered to be the primary beneficiary of the hotel property as a result of holding the loan. Therefore, we do not consolidate the hotel property for which we have provided financing. We will evaluate interests in entities acquired or created in the future to determine whether such entities should be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. | ||
Impairment of Note Receivable—We review notes receivable for impairment each reporting period. A loan is impaired when, based on current information and events, collection of all amounts recorded as assets on the balance sheet is no longer considered probable. We apply normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment. | ||
When a loan is impaired, we measure impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the balance sheet. We may also measure impairment based on a loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Loan impairments are recorded as a valuation allowance and a charge to earnings. Our assessment of impairment is based on considerable management judgment and assumptions. No impairment charges were recorded during the three months ended March 31, 2015 and 2014. Valuation adjustments of $(106,000) and $(101,000) on previously impaired notes were credited to impairment charges during the three months ended March 31, 2015 and 2014, respectively. | ||
Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 14.4% to 30.1% are 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 the investments in our unconsolidated entities 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 earnings (loss) in unconsolidated entities. No such impairment was recorded in the three months ended March 31, 2015 and 2014. | ||
Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. Variable Interest Entities (“VIE”), 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, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) 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 entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. | ||
Marketable Securities—Marketable securities, including U.S. treasury bills, publicly traded equity securities and stocks, and put and call options on certain publicly traded securities. All of these investments are recorded at fair value. Put and call options are considered derivatives. The fair value of these investments has been determined based on the closing price as of the balance sheet date and is reported as “marketable securities” or “liabilities associated with marketable securities and other” in the consolidated balance sheets. The cost of securities sold is determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains or losses and costs of investment, is reported as a component of “other income.” Unrealized gains and losses on these investments are reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations. | ||
Due to/from Affiliates—Due to/from affiliates represents current receivables and payables resulting primarily from advances of shared costs incurred. Both due to/from affiliates are generally settled within a period not exceeding one year. | ||
Due to/from Related Party—Due to/from related party represents current receivables and payables resulting from transactions related to hotel management, project management and market services with a related party. Due to/from related party is generally settled within a period not exceeding one year. | ||
Due to/from Ashford Prime OP, net—Due to/from Ashford Prime OP represents receivables and payables resulting primarily from miscellaneous operating and capital improvement true-ups between the two entities. In 2014, we had receivables related to advisory fees. Both due to/from Ashford Prime OP is generally settled within a period not exceeding one year. | ||
Due to Ashford Inc., net—Due to Ashford Inc., net, represents current payables resulting primarily from advisory services fee, including reimbursable expenses. In 2014, due to Ashford Inc., net, included payables resulting primarily from costs associated with the spin-off of Ashford Inc. Due to Ashford Inc., net, is generally settled within a period not exceeding one year. | ||
Revenue Recognition—Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income (including accretion of discounts on the mezzanine loan using the effective interest method) is recognized when earned. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. We are reimbursed by PIM Highland JV for costs associated with managing its day-to-day operations and providing corporate administrative services such as accounting, insurance, marketing support, asset management and other services. Beginning with the three months ended March 31, 2014, we changed the presentation to report such reimbursements as “Other” revenue as opposed to credits within “Corporate, general and administrative” expense. This change had no impact on our financial condition or results of operations. As of March 6, 2015, we acquired the remaining approximate 28.26% of the PIM Highland JV which discontinued the aforementioned reimbursements. | ||
Prior to the spin-off of Ashford Inc. in November 2014, we recognized advisory services revenue when services had been rendered. The quarterly base fee was equal to 0.7% per annum of the total market capitalization, as defined in the advisory agreement, of Ashford Prime, subject to certain minimums. Reimbursements for overhead and internal audit services was recognized when services had been rendered. We also recorded advisory services revenue for equity grants of Ashford Prime common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as an offsetting expense in an equal amount included in “corporate, general and administrative” expense. | ||
Derivatives Instruments and Hedging—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 (Revenue per Available Room). Interest rate derivatives could include swaps, caps, floors and flooridors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. 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. Interest rate derivatives and credit default swaps are reported as “Derivative assets, net” or “Liabilities associated with marketable securities and other” in the consolidated balance sheets. Accrued interest on non-hedge designated interest rate derivatives is included in “Accounts receivable, net” in the consolidated balance sheets. For interest rate derivatives designated as cash flow hedges: | ||
a) | the effective portion of changes in fair value is initially reported as a component of “Accumulated other comprehensive income (loss)” (“OCI”) in the equity section of the consolidated balance sheets and reclassified to interest expense in the consolidated statements of operations in the period during which the hedged transaction affects earnings, and | |
b) | the ineffective portion of changes in fair value is recognized directly in earnings as “Unrealized gain (loss) on derivatives” in the consolidated statements of operations. For the three months ended March 31, 2015 and 2014, there was no ineffectiveness. | |
For non-hedge designated interest rate derivatives and credit default swaps, changes in fair value are recognized in earnings as “unrealized loss on derivatives” in the consolidated statements of operations. | ||
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 taxable REIT subsidiaries. However, Ashford TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Ashford TRS 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. | ||
The “Income Taxes” Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification 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 2011 through 2014 remain subject to potential examination by certain federal and state taxing authorities. | ||
Reclassification—Certain amounts in the consolidated financial statements for the three months ended March 31, 2014, have been reclassified for discontinued operations. | ||
Recently Adopted Accounting Standards—In April 2014, the FASB issued accounting guidance that revises the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results, removing the lack of continuing involvement criteria and requiring discontinued operations reporting for the disposal of an equity method investment that meets the definition of discontinued operations. The update also requires expanded disclosures for discontinued operations, including disclosure of pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The new accounting guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014. We adopted this accounting guidance on January 1, 2015. The adoption of this accounting guidance impacted the presentation of our results of operations as it required the operations of our disposed hotel property to be included in continuing operations. | ||
Recently Issued Accounting Standards—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 is effective in fiscal periods beginning after December 15, 2016. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method. | ||
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure requirements. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows. | ||
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. The ASU amends the consolidation guidance for VIEs and general partners' investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the effect of the ASU on our consolidated financial statements and related disclosures. | ||
In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. Upon adoption of the standard we will reclassify deferred financing costs, net from total assets to be shown net of debt in the liabilities section of our consolidated balance sheet. Adoption of this standard will only affect the presentation of our consolidated balance sheet. |
Investment_in_Hotel_Properties
Investment in Hotel Properties, net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Investments in Hotel Properties, net | Investments in Hotel Properties, net | |||||||
Investments in hotel properties, net consisted of the following (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Land | $ | 661,499 | $ | 358,514 | ||||
Buildings and improvements | 3,535,862 | 2,125,656 | ||||||
Furniture, fixtures, and equipment | 346,744 | 211,777 | ||||||
Construction in progress | 16,563 | 11,704 | ||||||
Condominium properties | 12,153 | 12,065 | ||||||
Total cost | 4,572,821 | 2,719,716 | ||||||
Accumulated depreciation | (618,838 | ) | (591,105 | ) | ||||
Investments in hotel properties, net | $ | 3,953,983 | $ | 2,128,611 | ||||
Acquisitions | ||||||||
On February 6, 2015, we acquired a 100% interest in the Lakeway Resort & Spa (“Lakeway Resort”) in Austin, Texas, for total consideration of $33.5 million. The acquisition was funded with cash. We have allocated the assets acquired and liabilities assumed on a preliminary basis using the estimated fair value information currently available. This valuation is considered a Level 3 valuation technique. We are in the process of obtaining necessary information and evaluating the values assigned to investment in hotel properties and property level working capital balances. Thus, the balances reflected below are subject to change and could result in adjustments. Any change to the amounts recorded within the investments in hotel properties will also impact depreciation and amortization expense. | ||||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): | ||||||||
Land | $ | 4,541 | ||||||
Buildings and improvements | 24,703 | |||||||
Furniture, fixtures, and equipment | 4,237 | |||||||
33,481 | ||||||||
Net other assets and liabilities | (382 | ) | ||||||
The results of operations of the hotel property have been included in our results of operations since February 6, 2015. For the three months ended March 31, 2015, we have included total revenue of $1.8 million and net loss of $58,000 in our consolidated statements of operations. | ||||||||
On February 25, 2015, we acquired a 100% interest in the Memphis Marriott East (“Memphis Marriott”) hotel in Memphis, Tennessee for total consideration of $43.5 million. The acquisition was funded with cash. We have allocated the assets acquired and liabilities assumed on a preliminary basis using the estimated fair value information currently available. This valuation is considered a Level 3 valuation technique. We are in the process of obtaining necessary information and evaluating the values assigned to investment in hotel properties and property level working capital balances. Thus, the balances reflected below are subject to change and could result in adjustments. Any change to the amounts recorded within the investments in hotel properties will also impact depreciation and amortization expense. | ||||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): | ||||||||
Land | $ | 6,210 | ||||||
Buildings and improvements | 32,934 | |||||||
Furniture, fixtures, and equipment | 4,350 | |||||||
43,494 | ||||||||
Net other assets and liabilities | 34 | |||||||
The results of operations of the hotel property have been included in our results of operations since February 25, 2015. For the three months ended March 31, 2015, we have included total revenue of $1.2 million and net income of $152,000 in our consolidated statements of operations. | ||||||||
On March 25, 2015, we completed the financing of a $33.3 million mortgage loan, secured by the Memphis Marriott. See Note 7. | ||||||||
As previously discussed in Note 1, we acquired the remaining approximate 28.26% interest in the PIM Highland JV. The transaction closed on March 6, 2015, for consideration of $250.1 million in cash. We recognized a gain of $381.8 million. Subsequent to the close of the transaction, $907.6 million of existing debt of the PIM Highland JV was refinanced. See Note 7. We have allocated the assets acquired and liabilities assumed on a preliminary basis using the estimated fair value information currently available. This valuation is considered a Level 3 valuation technique. We are in the process of obtaining necessary information and evaluating the values assigned to investment in hotel properties and property level working capital balances. We are also in the process of evaluating the fair value of intangibles associated with above and below market leases which could impact rent expense. Thus, the balances reflected below are subject to change and could result in adjustments. Any change to the amounts recorded within the investments in hotel properties will also impact depreciation and amortization expense. | ||||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): | ||||||||
Land | $ | 292,934 | ||||||
Buildings and improvements | 1,351,293 | |||||||
Furniture, fixtures, and equipment | 118,878 | |||||||
1,763,105 | ||||||||
Indebtedness | (1,120,082 | ) | ||||||
Net other assets and liabilities | 105,814 | |||||||
The results of operations of the hotel properties have been included in our results of operations since March 6, 2015. For the three months ended March 31, 2015, we have included total revenue of $37.6 million and net income of $434,000 in our consolidated statements of operations. | ||||||||
Subsequent to March 31, 2015, on April 29, 2015, we completed the acquisition of the Hampton Inn & Suites in Gainesville, Florida for total consideration of $25.3 million in cash. | ||||||||
The following table reflects the unaudited pro forma results of operations as if all acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2014 and the removal of $495,000 of non-recurring transaction costs and gain on acquisition of the PIM Highland JV of $381.8 million. The table also reflects the removal of equity in loss in unconsolidated entity of $3.8 million and $2.8 million for the three month ended March 31, 2015 and 2014, respectively. These adjustments are directly attributable to the transactions for the three months ended March 31, 2015 (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total revenue | $ | 330,830 | $ | 310,103 | ||||
Net loss | (23,129 | ) | (11,466 | ) |
Hotel_Dispositions
Hotel Dispositions | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Hotel Dispositions | Hotel Dispositions | |||||||
Effective January 1, 2015, discontinued operations according to ASU 2014-08 are defined as the disposal of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. As a result, operations of hotels sold subsequent to December 31, 2014 will continue to be reported in continuing operations, while gains/losses on disposition will be included in gain/loss on sale of property, after continuing operations. For transactions that have been classified as discontinued operations for periods prior to ASU 2014-08, we will continue to present the operating results as discontinued operations in the statements of operations for all applicable periods presented. | ||||||||
In March 2015, we completed the sale of the Hampton Inn hotel in Terre Haute, Indiana. We included operations for this hotel through the date of disposition in income (loss) from continuing operations as shown in the consolidated statements of operations for the three months ended March 31, 2015 and 2014, as disposition of this hotel does not represent a strategic shift in our business. | ||||||||
The following table includes condensed financial information from this hotel (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total hotel revenue | $ | 361 | $ | 472 | ||||
Total hotel operating expenses | (308 | ) | (430 | ) | ||||
Operating income | 53 | 42 | ||||||
Property taxes, insurance and other | (40 | ) | (41 | ) | ||||
Depreciation and amortization | (164 | ) | (150 | ) | ||||
Interest expense and amortization of loan costs | — | (128 | ) | |||||
Loss from continuing operations | (151 | ) | (277 | ) | ||||
Loss on sale of hotel property | (1,130 | ) | — | |||||
Net loss | (1,281 | ) | (277 | ) | ||||
Net loss from continuing operations attributable to redeemable noncontrolling interests in operating partnership | 147 | 36 | ||||||
Loss from continuing operations attributable to the Company | $ | (1,134 | ) | $ | (241 | ) | ||
In November 2014, we completed the sale of the Homewood Suites hotel in Mobile, Alabama. Since this hotel sold prior to ASU 2014-08, we will continue to present the operating results as discontinued operations in the statements of operations for all applicable periods presented. The following table includes condensed financial information from this hotel for the three months ended March 31, 2014 (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Hotel revenues | $ | 735 | ||||||
Hotel operating expenses | (473 | ) | ||||||
Operating income | 262 | |||||||
Property taxes, insurance and other | (31 | ) | ||||||
Depreciation and amortization | (77 | ) | ||||||
Interest expense and amortization of loan costs | (150 | ) | ||||||
Net income | 4 | |||||||
Income from discontinued operations attributable to redeemable noncontrolling interests in operating partnership | (1 | ) | ||||||
Income from discontinued operations attributable to the Company | $ | 3 | ||||||
Note_Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
Note Receivable | Note Receivable |
At March 31, 2015 and December 31, 2014, we had one mezzanine loan receivable with a net carrying value of $3.6 million, net of a valuation allowance of $7.4 million and $7.5 million, respectively. This note is secured by one hotel property, bears interest at a rate of 6.09%, and matures in 2017. All required payments on this loan are current. Ongoing payments are treated as reductions of carrying value with related valuation allowance adjustments recorded as credits to impairment charges. |
Investment_in_Unconsolidated_E
Investment in Unconsolidated Entities | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||
Investment in Unconsolidated Entities | Investment in Unconsolidated Entities | |||||||
We held a 71.74% common equity interest and a $25.0 million, or 50%, preferred equity interest earning an accrued but unpaid 15% annual return with priority over common equity distributions in PIM Highland JV, a 28-hotel portfolio venture. Although we had majority ownership in PIM Highland JV, all major decisions related to the joint venture, including establishment of policies and operating procedures with respect to business affairs and incurring obligations and expenditures, were subject to the approval of an executive committee, which was comprised of four persons with us and our partner each designating two of those persons. As a result, we utilized the equity accounting method with respect to the PIM Highland JV. | ||||||||
As previously discussed, pursuant to the Agreement, we agreed to purchase and PRISA III agreed to sell all of PRISA III’s right, title and interest in and to its approximately 28.26% interest in the PIM Highland JV. As of March 6, 2015, we own 100% of the PIM Highland JV. Prior to the acquisition of the remaining approximate 28.26% interest in the PIM Highland JV, we had a carrying value of $144.8 million at December 31, 2014. The acquisition-date fair value of the previous equity interest was $522.8 million and is included in the measurement of the consideration transferred. We recognized a gain of $381.8 million as a result of remeasuring our equity interest in PIM Highland JV before the business combination. See Note 3 for unaudited pro forma results of operations and Note 7 for indebtedness related to the PIM Highland JV. | ||||||||
The following tables summarize the consolidated balance sheet as of December 31, 2014 and the consolidated statements of operations for the period from January 1, 2015 through March 5, 2015 and the three months ended March 31, 2014 of the PIM Highland JV (in thousands): | ||||||||
PIM Highland JV | ||||||||
Condensed Consolidated Balance Sheet | ||||||||
31-Dec-14 | ||||||||
Total assets | $ | 1,394,806 | ||||||
Total liabilities | 1,166,682 | |||||||
Members’ equity | 228,124 | |||||||
Total liabilities and members’ equity | $ | 1,394,806 | ||||||
Our ownership interest in PIM Highland JV | $ | 144,784 | ||||||
PIM Highland JV | ||||||||
Condensed Consolidated Statements of Operations | ||||||||
Period from January 1 to March 5, | Three Months Ended March 31, | |||||||
2015 | 2014 | |||||||
Total revenue | $ | 76,695 | $ | 108,761 | ||||
Total operating expenses | (69,949 | ) | (95,388 | ) | ||||
Operating income | 6,746 | 13,373 | ||||||
Interest income and other | 17 | 13 | ||||||
Interest expense, amortization and write-offs of deferred loan costs, discounts and premiums and exit fees | (10,212 | ) | (15,908 | ) | ||||
Other expenses | — | (44 | ) | |||||
Income tax expense | (1,222 | ) | (447 | ) | ||||
Net loss | $ | (4,671 | ) | $ | (3,013 | ) | ||
Our equity in loss of PIM Highland JV | $ | (3,836 | ) | $ | (2,754 | ) | ||
At March 31, 2015 and December 31, 2014, we held a 15.2% and 14.9%, respectively, ownership interest in Ashford Prime OP, a 10-hotel portfolio, totaling 3,707 rooms (3,472 net rooms excluding those attributable to our partners). | ||||||||
The following tables summarize the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014 and the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014, of Ashford Prime OP (in thousands): | ||||||||
Ashford Hospitality Prime Limited Partnership | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
31-Mar-15 | December 31, 2014 | |||||||
Total assets | $ | 1,225,832 | $ | 1,229,508 | ||||
Total liabilities | 815,555 | 805,510 | ||||||
Partners’ capital | 410,277 | 423,998 | ||||||
Total liabilities and partners’ capital | $ | 1,225,832 | $ | 1,229,508 | ||||
Our ownership interest in Ashford Prime OP | $ | 54,613 | $ | 54,907 | ||||
Ashford Hospitality Prime Limited Partnership | ||||||||
Condensed Consolidated Statements of Operations | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total revenue | $ | 77,789 | $ | 61,806 | ||||
Total operating expenses | (69,530 | ) | (57,031 | ) | ||||
Operating income | 8,259 | 4,775 | ||||||
Interest income | 4 | 4 | ||||||
Other Income | 139 | — | ||||||
Interest expense and amortization and write-offs of loan costs | (9,637 | ) | (8,989 | ) | ||||
Unrealized gain on investments | 1,323 | — | ||||||
Unrealized loss on derivatives | (32 | ) | (15 | ) | ||||
Income tax expense | (481 | ) | (226 | ) | ||||
Net loss | (425 | ) | (4,451 | ) | ||||
Loss from consolidated entities attributable to noncontrolling interests | 147 | 405 | ||||||
Net loss attributable to Ashford Prime OP | $ | (278 | ) | $ | (4,046 | ) | ||
Our equity in loss of Ashford Prime OP | $ | (45 | ) | $ | (744 | ) | ||
On February 27, 2014, we announced that our Board of Directors had approved a plan to spin-off our asset management business into a separate publicly traded company in the form of a taxable special distribution. The spin-off was completed on November 12, 2014, with a pro-rata taxable distribution of Ashford Inc.’s common stock to our common stockholders of record as of November 11, 2014. The distribution was comprised of one share of Ashford Inc. common stock for every 87 shares of our common stock held by our stockholders. In addition for each common unit of our operating partnership the holder received a common unit of the operating limited liability company subsidiary of Ashford Inc. Each holder of common units of the operating limited liability company of Ashford Inc. could exchange up to 99% of those units for shares of Ashford Inc. stock at the rate of one share of Ashford Inc. common stock for every 55 common units. The exchange occurred on November 12, 2014, simultaneously with the distribution to common stockholders. Following the spin-off, we continue to hold approximately 598,000 shares of Ashford Inc. common stock for the benefit of our common stockholders, which represents an approximate 30.1% ownership interest in Ashford Inc. at the time of the spin-off. In connection with the spin-off, we entered into a 20-year advisory agreement with Ashford Inc. | ||||||||
The following tables summarize the condensed balance sheets as of March 31, 2015 and December 31, 2014 and the condensed statements of operations for the three months ended March 31, 2015 and 2014 of Ashford Inc. (in thousands): | ||||||||
Ashford Inc. | ||||||||
Condensed Balance Sheets | ||||||||
31-Mar-15 | December 31, 2014 | |||||||
Total assets | $ | 48,801 | $ | 49,230 | ||||
Total liabilities | 37,807 | 33,912 | ||||||
Redeemable noncontrolling interests in Ashford LLC | 535 | 424 | ||||||
Total equity | 10,459 | 14,894 | ||||||
Total liabilities and equity | $ | 48,801 | $ | 49,230 | ||||
Our ownership interest in Ashford Inc. | $ | 4,358 | $ | 7,099 | ||||
Ashford Inc. | ||||||||
Condensed Statements of Operations | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total revenue | $ | 13,118 | $ | 2,312 | ||||
Total operating expenses | (21,502 | ) | (11,110 | ) | ||||
Operating loss | (8,384 | ) | (8,798 | ) | ||||
Income tax expense | (1,454 | ) | (15 | ) | ||||
Net loss | (9,838 | ) | (8,813 | ) | ||||
Loss from consolidated entities attributable to noncontrolling interests | 763 | — | ||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | 21 | — | ||||||
Net loss attributable to Ashford Inc. | $ | (9,054 | ) | $ | (8,813 | ) | ||
Our equity in loss of Ashford Inc. | $ | (2,741 | ) | $ | — | |||
Additionally, as of March 31, 2015 and December 31, 2014, we had a 14.4% subordinated beneficial interest in a trust that holds the Four Seasons hotel property in Nevis, which had a zero carrying value. |
Indebtedness
Indebtedness | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Indebtedness | Indebtedness | ||||||||||||||
Indebtedness consisted of the following (in thousands): | |||||||||||||||
Indebtedness | Collateral | Maturity | Interest Rate | March 31, 2015 | December 31, 2014 | ||||||||||
Mortgage loan (4) | 5 hotels | Nov-15 | Greater of 6.40% or LIBOR (1) + 6.15% | $ | — | $ | 211,000 | ||||||||
Mortgage loan | 10 hotels | Jul-15 | 5.22% | — | 145,278 | ||||||||||
Mortgage loan | 8 hotels | Dec-15 | 5.70% | 92,203 | 92,772 | ||||||||||
Mortgage loan | 5 hotels | Feb-16 | 5.53% | 104,692 | 105,164 | ||||||||||
Mortgage loan | 5 hotels | Feb-16 | 5.53% | 75,207 | 75,546 | ||||||||||
Mortgage loan (2)(6) | 5 hotels | Feb-16 | LIBOR (1) + 4.75% | 200,000 | 200,000 | ||||||||||
Mortgage loan (2) | 7 hotels | Aug-16 | LIBOR (1) + 4.35% | 301,000 | 301,000 | ||||||||||
Mortgage loan (2) | 5 hotels | Aug-16 | LIBOR (1) + 4.38% | 62,900 | 62,900 | ||||||||||
Mortgage loan (2) | 1 hotel | Aug-16 | LIBOR (1) + 4.20% | 37,500 | 37,500 | ||||||||||
Mortgage loan (2) | 8 hotels | Jan-17 | LIBOR (1) + 4.95% | 376,800 | — | ||||||||||
Mortgage loan (5) | 24 hotels | Apr-17 | LIBOR (1) + 4.39% | 1,070,560 | — | ||||||||||
Mortgage loan (2) | 1 hotel | Apr-17 | LIBOR (1) + 4.95% | 33,300 | — | ||||||||||
Mortgage loan | 5 hotels | Apr-17 | 5.95% | 111,463 | 111,869 | ||||||||||
Mortgage loan | 5 hotels | Apr-17 | 5.95% | 100,188 | 100,552 | ||||||||||
Mortgage loan | 5 hotels | Apr-17 | 5.95% | 152,447 | 153,002 | ||||||||||
Mortgage loan | 7 hotels | Apr-17 | 5.95% | 121,940 | 122,384 | ||||||||||
Mortgage loan | 1 hotel | Jan-18 | 4.38% | 99,343 | — | ||||||||||
Mortgage loan | 2 hotels | Jan-18 | 4.44% | 108,646 | — | ||||||||||
Mortgage loan (3) | 1 hotel | Jul-19 | LIBOR (1) + 3.75% | 5,524 | 5,525 | ||||||||||
Mortgage loan | 1 hotel | Nov-20 | 6.26% | 99,509 | 99,780 | ||||||||||
Mortgage loan | 1 hotel | Jan-24 | 5.49% | 10,636 | 10,673 | ||||||||||
Mortgage loan | 1 hotel | Jan-24 | 5.49% | 7,288 | 7,313 | ||||||||||
Mortgage loan | 1 hotel | May-24 | 4.99% | 6,819 | 6,845 | ||||||||||
Mortgage loan | 3 hotels | Aug-24 | 5.20% | 67,520 | 67,520 | ||||||||||
Mortgage loan | 2 hotels | Aug-24 | 4.85% | 12,500 | 12,500 | ||||||||||
Mortgage loan | 3 hotels | Aug-24 | 4.90% | 24,980 | 24,980 | ||||||||||
Mortgage loan | 3 hotels | Feb-25 | 4.45% | 54,813 | — | ||||||||||
Mortgage loan | 2 hotels | Feb-25 | 4.45% | 24,461 | — | ||||||||||
Mortgage loan | 2 hotels | Feb-25 | 4.45% | 21,192 | — | ||||||||||
3,383,431 | 1,954,103 | ||||||||||||||
Premiums | 4,192 | — | |||||||||||||
Total | $ | 3,387,623 | $ | 1,954,103 | |||||||||||
____________________________________ | |||||||||||||||
(1) LIBOR rates were 0.176% and 0.171% at March 31, 2015 and December 31, 2014, respectively. | |||||||||||||||
(2) This mortgage loan has three one-year extension options subject to satisfaction of certain conditions. | |||||||||||||||
(3) This mortgage loan provides for an interest rate of LIBOR + 3.75% with a 0.25% LIBOR floor for the first 18 months and is fixed at 4.0% thereafter. | |||||||||||||||
(4) This mortgage loan had three one-year extension options subject to satisfaction of certain conditions. The first one-year extension period began in November 2014. | |||||||||||||||
(5) This mortgage loan has four one-year extension options subject to satisfaction of certain conditions. | |||||||||||||||
(6) This mortgage loan has a LIBOR floor of 0.20%. | |||||||||||||||
On January 2, 2015, we refinanced two mortgage loans totaling $356.3 million. The refinance included our $211.0 million mortgage loan due November 2015 and the $145.3 million mortgage loan due July 2015. The new loans totaled $477.3 million in four loan pools as of March 31, 2015. The new loans include a $376.8 million mortgage loan due January 2017, a $54.8 million mortgage loan due February 2025, a $24.5 million mortgage loan due February 2025 and a $21.2 million mortgage loan due February 2025. The $376.8 million mortgage loan is interest only and provides for a floating interest rate of LIBOR + 4.95%. The stated maturity is January 2017, with three one-year extension options. The three mortgage loans totaling $100.5 million due February 2025 bear interest at a fixed rate of 4.45%. The stated maturity date for each of these loans is February 2025. The new loans continue to be secured by the same 15 hotel properties. | |||||||||||||||
On March 25, 2015, we completed the financing of a $33.3 million mortgage loan, secured by the Memphis Marriott. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 4.95%. The stated maturity is April 2017, with three one-year extension options. | |||||||||||||||
During the three months ended March 31, 2015, we recognized premium amortization of $127,000. The amortization of the premium is computed using a method that approximates the effective interest method, which is included in interest expense and amortization of premiums and loan costs in the consolidated statements of operations. | |||||||||||||||
As previously discussed in Note 1, pursuant to the Agreement, we acquired the remaining approximate 28.26% interest in the PIM Highland JV. The transaction closed on March 6, 2015. Subsequent to the close of the transaction, $907.6 million of assumed mortgage loans due March 2015 were refinanced with a $1.07 billion non-recourse mortgage loan due April 2017. The new loan provides for an interest rate of LIBOR plus 4.39%. Additionally we assumed two mortgage loans which include a $99.3 million mortgage due January 2018 with a fixed interest rate of 4.38% and a $108.6 million mortgage loan due January 2018 with a fixed interest rate of 4.44%. | |||||||||||||||
We are required to maintain certain financial ratios under various debt and derivative agreements. If we violate covenants in any debt or derivative 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 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. Presently, our existing financial covenants are non-recourse and primarily relate to maintaining minimum debt coverage ratios, maintaining an overall minimum net worth, maintaining a maximum loan to value ratio, and maintaining an overall minimum total assets. As of March 31, 2015, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended. |
Income_Loss_Per_Share
Income (Loss) Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Income (Loss) Per Share | Income (Loss) Per Share | |||||||
Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. | ||||||||
The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income (loss) allocated to common stockholders: | ||||||||
Net income (loss) attributable to the Company | $ | 321,496 | $ | (2,391 | ) | |||
Less: Dividends on preferred stocks | (8,490 | ) | (8,490 | ) | ||||
Less: Dividends on common stock | (11,964 | ) | (9,629 | ) | ||||
Less: Dividends on unvested restricted shares | (165 | ) | (84 | ) | ||||
Less: Undistributed income from continuing operations allocated to unvested shares | (2,035 | ) | — | |||||
Undistributed income (loss) | 298,842 | (20,594 | ) | |||||
Add back: Dividends on common stock | 11,964 | 9,629 | ||||||
Distributed and undistributed income (loss) from continuing operations - basic | $ | 310,806 | $ | (10,965 | ) | |||
Add back: Income from continuing operations allocated to operating partnership units | 45,336 | — | ||||||
Distributed and undistributed net income (loss) - diluted | $ | 356,142 | $ | (10,965 | ) | |||
Income from discontinued operations allocated to common stockholders: | ||||||||
Income from discontinued operations attributable to the Company | $ | — | $ | 3 | ||||
Weighted average shares outstanding: | ||||||||
Weighted average common shares outstanding - basic | 95,539 | 81,690 | ||||||
Effect of assumed conversion of operating partnership units | 18,373 | — | ||||||
Weighted average shares outstanding - diluted | 113,912 | 81,690 | ||||||
Basic income (loss) per share: | ||||||||
Income (loss) from continuing operations allocated to common stockholders per share | $ | 3.25 | $ | (0.13 | ) | |||
Income from discontinued operations allocated to common stockholders per share | — | — | ||||||
Net income (loss) allocated to common stockholders per share | $ | 3.25 | $ | (0.13 | ) | |||
Diluted income (loss) per share: | ||||||||
Income (loss) from continuing operations allocated to common stockholders per share | $ | 3.13 | $ | (0.13 | ) | |||
Income from discontinued operations allocated to common stockholders per share | — | — | ||||||
Net income (loss) allocated to common stockholders per share | $ | 3.13 | $ | (0.13 | ) | |||
Due to the anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||||||
Income allocated to unvested restricted shares | $ | 2,200 | $ | 84 | ||||
Net income (loss) attributable to noncontrolling interest in operating partnership units | — | (877 | ) | |||||
Total | $ | 2,200 | $ | (793 | ) | |||
Weighted average diluted shares are not adjusted for: | ||||||||
Effect of unvested restricted shares | 432 | 144 | ||||||
Effect of assumed conversion of operating partnership units | — | 19,316 | ||||||
Total | 432 | 19,460 | ||||||
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | Derivative Instruments and Hedging |
Interest Rate Derivatives—We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt as a way to potentially improve cash flows. We also use non-hedge derivatives to capitalize on the historical correlation between changes in LIBOR and RevPAR. The interest rate derivatives currently include interest rate caps. These derivatives are subject to master netting settlement arrangements. As of March 31, 2015, maturities on these instruments range from November 2015 to April 2017. To mitigate the nonperformance risk, we routinely rely on a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value. | |
In 2015, we entered into interest rate caps with notional amounts totaling $1.5 billion and strike rates ranging from 2.50% to 3.00%. These interest rate caps had effective dates from January 2015 to March 2015, and maturity dates from January 2017 to April 2017, for a total cost of $1.3 million. These instruments were not designated as a cash flow hedges. These instruments cap the interest rates on our mortgage loans with principal balances of $1.5 billion and a maturity dates from January 2017 to April 2017. | |
In 2014, we entered into an interest rate cap with a notional amount and strike rate of $200.0 million and 2.25%, respectively, which had an effective date of January 2014, a maturity date of February 2016 and total cost of $216,000. The instrument was not designated as a cash flow hedge. This instrument caps the interest rate on our mortgage loan with a principal balance of $200.0 million and a maturity date of February 2016. | |
Credit Default Swap Derivatives—A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $1.8 million as of March 31, 2015. 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. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty when the change in market value is over $250,000. | |
In February 2015 and August 2011, we entered into credit default swap transactions for notional amounts of $45.0 million and $100.0 million, respectively, to hedge financial and capital market risk for upfront costs of $1.6 million and $8.2 million, respectively, that was subsequently returned to us as collateral by our counterparty. The net carrying value of these credit default swaps was an asset of $503,000 and liability of $184,000 as of March 31, 2015 and December 31, 2014, respectively, which are included in “derivative assets, net” and “liabilities associated with marketable securities and other”, respectively, in the consolidated balance sheets. We recognized an unrealized loss of $0.7 million and $226,000 for the three months ended March 31, 2015 and 2014, respectively, which are included in “unrealized loss on derivatives” in the consolidated statements of operations. | |
Marketable Securities and Liabilities Associated with Marketable Securities and other—We invest in publicly traded equity securities and put and call options on certain publicly traded equity securities, which are considered derivatives. At March 31, 2015, we had investments in these derivatives totaling $1.2 million and liabilities of $1.0 million. At December 31, 2014, we had investments in these derivatives totaling $654,000 and liabilities of $997,000. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||
Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the 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 values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Fair values of interest rate caps, floors, flooridors, and corridors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the swaps, caps, and floors are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. | ||||||||||||||||||||||
Fair values of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty. | ||||||||||||||||||||||
Fair values of marketable securities and liabilities associated with marketable securities, including public equity securities, equity put and call options, and other investments, are based on their quoted market closing prices (Level 1 inputs). | ||||||||||||||||||||||
When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at March 31, 2015, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 0.18% to 1.31% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of hedge and non-hedge designated 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 Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Counterparty and Cash Collateral Netting(4) | Total | ||||||||||||||||||
March 31, 2015: | ||||||||||||||||||||||
Assets | ||||||||||||||||||||||
Derivative assets: | ||||||||||||||||||||||
Interest rate derivatives - non-hedge | $ | — | $ | 414 | $ | — | $ | — | $ | 414 | (1) | |||||||||||
Credit default swaps | — | 1,331 | — | (828 | ) | 503 | (1) | |||||||||||||||
Equity put options | 935 | — | — | — | 935 | (2) | ||||||||||||||||
Equity call options | 267 | — | — | — | 267 | (2) | ||||||||||||||||
Non-derivative assets: | ||||||||||||||||||||||
Equity | 53,155 | — | — | — | 53,155 | (2) | ||||||||||||||||
U.S. treasury securities | 18,070 | — | — | — | 18,070 | (2) | ||||||||||||||||
Total | 72,427 | 1,745 | — | (828 | ) | 73,344 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||
Derivative liabilities: | ||||||||||||||||||||||
Short equity put options | (353 | ) | — | — | — | (353 | ) | (3) | ||||||||||||||
Short equity call options | (694 | ) | — | — | — | (694 | ) | (3) | ||||||||||||||
Non-derivative liabilities: | ||||||||||||||||||||||
Equity | (1,427 | ) | — | — | — | (1,427 | ) | (3) | ||||||||||||||
Margin account balance | (10,297 | ) | — | — | — | (10,297 | ) | (3) | ||||||||||||||
Total | (12,771 | ) | — | — | — | (12,771 | ) | |||||||||||||||
Net | $ | 59,656 | $ | 1,745 | $ | — | $ | (828 | ) | $ | 60,573 | |||||||||||
December 31, 2014: | ||||||||||||||||||||||
Assets | ||||||||||||||||||||||
Derivative assets: | ||||||||||||||||||||||
Interest rate derivatives - non-hedge | $ | — | $ | 182 | $ | — | $ | — | $ | 182 | (1) | |||||||||||
Equity put options | 653 | — | — | — | 653 | (2) | ||||||||||||||||
Equity call options | 1 | — | — | — | 1 | (2) | ||||||||||||||||
Non-derivative assets: | ||||||||||||||||||||||
Equity securities | 57,941 | — | — | — | 57,941 | (2) | ||||||||||||||||
U.S. treasury securities | 4,622 | — | — | — | 4,622 | (2) | ||||||||||||||||
Total | 63,217 | 182 | — | — | 63,399 | |||||||||||||||||
Liabilities | ||||||||||||||||||||||
Derivative liabilities: | ||||||||||||||||||||||
Credit default swaps | — | 379 | — | (563 | ) | (184 | ) | (3) | ||||||||||||||
Short equity put options | (216 | ) | — | — | — | (216 | ) | (3) | ||||||||||||||
Short equity call options | (781 | ) | — | — | — | (781 | ) | (3) | ||||||||||||||
Non-derivative liabilities: | ||||||||||||||||||||||
Short equity securities | (17 | ) | — | — | — | (17 | ) | (3) | ||||||||||||||
Margin account balance | (5,003 | ) | — | — | — | (5,003 | ) | (3) | ||||||||||||||
Total | (6,017 | ) | 379 | — | (563 | ) | (6,201 | ) | ||||||||||||||
Net | $ | 57,200 | $ | 561 | $ | — | $ | (563 | ) | $ | 57,198 | |||||||||||
____________________________________ | ||||||||||||||||||||||
(1) Reported net as “derivative assets, net” in the consolidated balance sheets. | ||||||||||||||||||||||
(2) Reported as “marketable securities” in the consolidated balance sheets. | ||||||||||||||||||||||
(3) Reported as “liabilities associated with marketable securities and other” in the consolidated balance sheets. | ||||||||||||||||||||||
(4) Represents cash collateral posted by our counterparty. | ||||||||||||||||||||||
Effect of Fair-Value-Measured Assets and Liabilities on Consolidated Statements of Operations | ||||||||||||||||||||||
The following tables summarize the effect of fair-value-measured assets and liabilities on the consolidated statements of operations for the three months ended March 31, 2015 and 2014 (in thousands): | ||||||||||||||||||||||
Gain (Loss) Recognized in Income | Reclassified from Accumulated OCI | |||||||||||||||||||||
into Interest Expense | ||||||||||||||||||||||
Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
Assets | ||||||||||||||||||||||
Derivative assets: | ||||||||||||||||||||||
Interest rate derivatives | $ | (1,018 | ) | $ | (121 | ) | $ | — | $ | 71 | ||||||||||||
Equity put options | (1,290 | ) | (462 | ) | — | — | ||||||||||||||||
Equity call options | 80 | (50 | ) | — | — | |||||||||||||||||
Credit default swaps | (737 | ) | (247 | ) | — | — | ||||||||||||||||
Non-derivative assets: | ||||||||||||||||||||||
Equity - American Depositary Receipt | (65 | ) | — | — | — | |||||||||||||||||
Equity | 2,063 | 948 | — | — | ||||||||||||||||||
U.S. Treasury | 406 | 294 | — | — | ||||||||||||||||||
Total | (561 | ) | 362 | — | 71 | |||||||||||||||||
Liabilities | ||||||||||||||||||||||
Derivative liabilities: | ||||||||||||||||||||||
Short equity put options | 595 | 4 | — | — | ||||||||||||||||||
Short equity call options | 579 | 391 | — | — | ||||||||||||||||||
Non-derivative liabilities: | ||||||||||||||||||||||
Short equity securities | (36 | ) | — | — | — | |||||||||||||||||
Total | 1,138 | 395 | — | — | ||||||||||||||||||
Net | $ | 577 | $ | 757 | $ | — | $ | 71 | ||||||||||||||
Total combined | ||||||||||||||||||||||
Interest rate derivatives | $ | (1,018 | ) | $ | (121 | ) | $ | — | $ | 71 | ||||||||||||
Credit default swaps | (680 | ) | (226 | ) | — | — | ||||||||||||||||
Total derivatives | (1,698 | ) | (1) | (347 | ) | (1) | — | 71 | ||||||||||||||
Unrealized gain (loss) on marketable securities | (1,802 | ) | (3) | 1 | (3) | — | — | |||||||||||||||
Realized gain on marketable securities | 4,077 | (2) (4) | 1,103 | (2) (4) | — | — | ||||||||||||||||
Net | $ | 577 | $ | 757 | $ | — | $ | 71 | ||||||||||||||
____________________________________ | ||||||||||||||||||||||
(1) Reported as “unrealized loss on derivatives” in the consolidated statements of operations. | ||||||||||||||||||||||
(2) Included in “other income” in the consolidated statements of operations. | ||||||||||||||||||||||
(3) Reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations. | ||||||||||||||||||||||
(4) Includes costs of $57 and $21 for the three months ended March 31, 2015 and 2014, respectively, associated with credit default swaps. | ||||||||||||||||||||||
There was no change in fair value of our interest rate derivatives that were recognized in other comprehensive loss for the three months ended March 31, 2014. |
Summary_of_Fair_Value_of_Finan
Summary of Fair Value of Financial Instruments | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Investments, All Other Investments [Abstract] | ||||||||||||||||
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments | |||||||||||||||
Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||
Financial assets and liabilities measured at fair value: | ||||||||||||||||
Marketable securities | $ | 72,427 | $ | 72,427 | $ | 63,217 | $ | 63,217 | ||||||||
Derivative assets, net | 917 | 917 | 182 | 182 | ||||||||||||
Liabilities associated with marketable securities and other | 12,771 | 12,771 | 6,201 | 6,201 | ||||||||||||
Financial assets not measured at fair value: | ||||||||||||||||
Cash and cash equivalents | $ | 355,727 | $ | 355,727 | $ | 215,063 | $ | 215,063 | ||||||||
Restricted cash | 143,043 | 143,043 | 85,830 | 85,830 | ||||||||||||
Accounts receivable, net | 52,512 | 52,512 | 22,399 | 22,399 | ||||||||||||
Note receivable, net | 3,599 | 3,117 to 3,445 | 3,553 | 3,049 to 3,370 | ||||||||||||
Due from affiliates | — | — | 3,473 | 3,473 | ||||||||||||
Due from Ashford Prime OP, net | 335 | 335 | 896 | 896 | ||||||||||||
Due from related party, net | 1,922 | 1,922 | — | — | ||||||||||||
Due from third-party hotel managers | 39,047 | 39,047 | 12,241 | 12,241 | ||||||||||||
Financial liabilities not measured at fair value: | ||||||||||||||||
Indebtedness | $ | 3,387,623 | $3,267,372 to $3,611,305 | $ | 1,954,103 | $1,905,801 to $2,106,413 | ||||||||||
Accounts payable and accrued expenses | 131,890 | 131,890 | 71,118 | 71,118 | ||||||||||||
Dividends payable | 23,346 | 23,346 | 21,889 | 21,889 | ||||||||||||
Due to Ashford Inc., net | 9,120 | 9,120 | 8,202 | 8,202 | ||||||||||||
Due to related party, net | — | — | 1,867 | 1,867 | ||||||||||||
Due to third-party hotel managers | 1,529 | 1,529 | 1,640 | 1,640 | ||||||||||||
Cash, cash equivalents, and restricted cash. These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. | ||||||||||||||||
Accounts receivable, net, accounts payable and accrued expenses, dividends payable, due to/from Ashford Prime OP, due to/from related party, due from affiliates, due to/from Ashford Inc. and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique. | ||||||||||||||||
Note receivable, net. Fair value of notes receivable is determined using similar loans with similar collateral. We relied on our internal analysis of what we believe a willing buyer would pay for this note. We estimated the fair value of the note receivable to be approximately 13.4% to 4.3% lower than the carrying value of $3.6 million at March 31, 2015 and approximately 14.2% to 5.2% lower than the carrying value of $3.6 million at December 31, 2014. This is considered a Level 2 valuation technique. | ||||||||||||||||
Marketable securities. Marketable securities consist of U.S. treasury bills, publicly traded equity securities, and put and call options on certain publicly traded equity securities. The fair value of these investments is based on quoted market closing prices at the balance sheet dates. See Notes 2, 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values. | ||||||||||||||||
Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 96.5% to 106.6% of the carrying value of $3.4 billion at March 31, 2015 and approximately 97.5% to 107.8% of the carrying value of $2.0 billion at December 31, 2014. This is considered a Level 2 valuation technique. | ||||||||||||||||
Derivative assets and liabilities associated with marketable securities and other. Fair value of interest rate derivatives 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 values of credit default swap derivatives are obtained from a third party who publishes the CMBX index composition and price data. Liabilities associated with marketable securities and other consists of a margin account balance, short public equity securities and short equity put and call options. Fair value is determined based on quoted market closing prices at the balance sheet dates. See Notes 2, 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interests in Operating Partnership | 3 Months Ended |
Mar. 31, 2015 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership |
Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (“common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested throughout the period plus distributions paid to the limited partners with regard to the Class B common units. Class B common units have a fixed dividend rate of 6.82% in years one to three and 7.2% thereafter, and have priority in payment of cash dividends over common units but otherwise have no preference over common units. Aside from the Class B common units, all other outstanding units represent common units. Beginning one year after issuance, each common unit (including each Class B common unit) may be redeemed for either cash or, at our sole discretion, up to one share of our common stock. Beginning ten years after issuance, each Class B common unit may be converted into a common unit at either party’s discretion. As a result of the Ashford Inc. spin-off, holders of our common stock were distributed one share of Ashford Inc. common stock for every 87 shares of our common stock, while our unit holders received one common unit of the operating limited liability company subsidiary of Ashford Inc. for each common unit of our operating partnership the holder held, and such holder then had the opportunity to exchange up to 99% of those units for shares of Ashford Inc. common stock at the rate of one share of Ashford Inc. common stock for every 55 common units. Following the spin-off, Ashford Hospitality Trust, Inc. continues to hold 598,000 shares of Ashford Inc. common stock for the benefit of its common stockholders, and all of our remaining lodging investments are owned by Ashford Trust OP. Therefore, each common unit and LTIP unit was worth approximately 93% and 94% of one share of our common stock at March 31, 2015 and December 31, 2014, respectively. | |
LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, have vesting periods ranging from three to five years. Additionally, certain independent members of the Board of Directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership. | |
As of March 31, 2015, we have issued a total of 8.7 million LTIP units, all of which, other than approximately 660,000 units, issued in March 2015, have reached full economic parity with, and are convertible into, common units. Expense of $64,000 was recognized for the three months ended March 31, 2015, all of which was associated with LTIP units issued to Ashford LLC’s employees and is included in “advisory services fee” in our consolidated statements of operations. As the LTIP units are issued to non-employees, the compensation expense was determined based on the share price as of the end of the period. Compensation expense of $3.9 million associated with the issuance of LTIP units was recognized for the three months ended March 31, 2014, while we were self-advised. The fair value of the unamortized LTIP units, which was $5.8 million at March 31, 2015, will be amortized over a period of 3.0 years. | |
During the three months ended March 31, 2015, 150,000 common units with an aggregate fair value of $1.5 million were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption price. During the three months ended March 31, 2014, no common units were presented for redemption. | |
Redeemable noncontrolling interests, including vested LTIP units, in our operating partnership as of March 31, 2015 and December 31, 2014 were $165.6 million and $177.1 million, respectively, which represents ownership of our operating partnership of 12.38% and 13.01%, respectively. The carrying value of redeemable noncontrolling interests as of March 31, 2015 and December 31, 2014 included adjustments of $115.7 million and $169.3 million, respectively, to reflect the excess of the redemption value over the accumulated historical costs. Redeemable noncontrolling interests were allocated net income of $45.3 million and and net loss of $877,000 for the three months ended March 31, 2015 and 2014, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $2.7 million for each of the three months ended March 31, 2015 and 2014. These distributions are recorded as a reduction of redeemable noncontrolling interests in operating partnership. |
Equity_and_EquityBased_Compens
Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation |
Equity Offering—On January 29, 2015, we commenced a follow-on public offering of 9.5 million shares of common stock. The offering priced on January 30, 2015, at $10.65 per share for gross proceeds of $101.2 million. We granted the underwriters a 30-day option to purchase up to an additional 1.425 million shares of common stock. On February 10, 2015, the underwriters partially exercised their option and purchased an additional 1.029 million shares of our common stock at a price of $10.65 per share less the underwriting discount. | |
Common Stock Dividends—For each of the 2015 and 2014 quarters, the Board of Directors declared quarterly dividends of $0.12 per outstanding share of common stock with an annualized target of $0.48 per share for 2015. | |
Equity-Based Compensation—Stock-based compensation expense for the three months ended March 31, 2015, was $107,000, which is associated with restricted shares of our common stock issued to Ashford LLC’s employees and is included in “advisory services fee” in our consolidated statements of operations. We recognized compensation expense related to restricted shares of our common stock of $617,000 for the three months ended March 31, 2014, while we were self-advised. The fair value of the unamortized restricted shares, which was $9.6 million at March 31, 2015, will be amortized over a period of 3.0 years. | |
Preferred Dividends—During the three months ended March 31, 2015, the Board of Directors declared quarterly dividends of $0.5344 per share for our 8.55% Series A preferred stock, $0.5281 per share for our 8.45% Series D preferred stock, and $0.5625 per share for our 9.00% Series E preferred stock. During the three months ended March 31, 2014, the Board of Directors declared quarterly dividends of $0.5344 per share for our 8.55% Series A preferred stock, $0.5281 per share for our 8.45% Series D preferred stock and $0.5625 per share for our 9.00% Series E preferred stock. | |
Noncontrolling Interests in Consolidated Entities—Our noncontrolling entity partner, had an ownership interest of 15% in two hotel properties and a total carrying value of $775,000 and $800,000 at March 31, 2015 and December 31, 2014, respectively. Our ownership interest is reported in equity in the consolidated balance sheets. Noncontrolling interests in consolidated entities were allocated losses of $25,000 and $27,000 for the three months ended March 31, 2015 and 2014, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Restricted Cash—Under certain management and debt agreements for our hotel properties existing at March 31, 2015, 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 3% to 6% of gross revenues for capital improvements. | |
Franchise Fees—Under franchise agreements for our hotel properties existing at March 31, 2015, we pay franchisor royalty fees between 2.5% and 6% of gross room revenue and, in some cases, food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 6% of gross room revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2015 and 2035. When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to stockholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property. | |
Our continuing operations incurred franchise fees of $11.9 million and $8.9 million for the three months ended March 31, 2015 and 2014, respectively. | |
Management Fees—Under management agreements for our hotel properties existing at March 31, 2015, we pay a) monthly property management fees equal to the greater of $10,000 (CPI adjusted since 2003) or 3% of gross revenues, or in some cases 1.5% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) market service fees on approved capital improvements, including project management fees of up to 4% of project costs, for certain hotels, and c) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from 2015 through 2044, 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 and liquidated damages or, in certain circumstances, we may substitute a new management agreement. | |
Income Taxes—If we sell or transfer the Marriott Crystal Gateway in Arlington, Virginia prior to July 2016, we will be required to indemnify the entity from which we acquired the property if, as a result of such transactions, such entity would recognize a gain for federal tax purposes. In general, tax indemnities equal the federal, state, and local income tax liabilities the contributor or their specified assignee incurs with respect to the gain allocated to the contributor. The contribution agreements’ terms generally require us to gross up tax indemnity payments for the amount of income taxes due as a result of such tax indemnities. | |
Potential Pension Liabilities—Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, a majority of employees, who are employees of the hotel manager, Remington Lodging, petitioned the employer to withdraw recognition of the union. As a result of the decertification petition, Remington Lodging withdrew recognition of the union. At the time of the withdrawal, the National Retirement Fund, the union’s pension fund, indicated unfunded pension liabilities existed. The National Labor Relations Board (“NLRB”) filed a complaint against Remington Lodging seeking, among other things, that Remington Lodging’s withdrawal of recognition was unlawful. Pending the final determination of the NLRB complaint, including appeals, the pension fund entered into a settlement agreement with Remington Lodging on November 1, 2011, providing that (a) Remington Lodging will continue to make monthly pension fund payments pursuant to the collective bargaining agreement, and (b) if the withdrawal of recognition is ultimately deemed lawful, Remington Lodging will have an unfunded pension liability equal to $1.7 million minus the monthly pension payments made by Remington Lodging since the settlement agreement. To illustrate, if Remington Lodging—as of the date a final determination occurs—has made monthly pension payments equaling $100,000, Remington Lodging’s remaining withdrawal liability shall be the unfunded pension liability of $1.7 million minus $100,000 (or $1.6 million). This remaining unfunded pension liability shall be paid to the pension fund in annual installments of $84,000 (but may be made monthly or quarterly, at Remington Lodging’s election), which shall continue for the remainder of the twenty-(20)-year capped period, unless Remington Lodging elects to pay the unfunded pension liability amount earlier. We agreed to indemnify Remington Lodging for the payment of the unfunded pension liability as set forth in the settlement agreement. | |
Litigation—Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant, Nantucket Enterprises, Inc., had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. The landlord is preparing various post trial motions. A final judgment was entered and the landlord has filed a notice of appeal. As a result of the jury verdict, we previously recorded pre-judgment interest of $707,000 and accrued a reasonable estimate of loss related to legal fees of $400,000 during 2014. For the three months ended March 31, 2015, we recorded additional pre-judgment interest of $24,000. Including the 2014 judgment, pre-judgment interest and estimated loss of legal expenses, total expense was $11.9 million through March 31, 2015. The additional charges related to pre-judgment interest are included in other expenses in the consolidated statements of operations for the three months ended March 31, 2015. | |
We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods. |
Segment_Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting |
We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotels through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of March 31, 2015 and December 31, 2014, all of our hotel properties were domestically located. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On April 17, 2015, we completed the financing of a $25.1 million mortgage loan, secured by the Lakeway Resort in Austin, Texas. The new mortgage loan is interest only and provides for a floating interest rate of LIBOR + 5.10%. The stated maturity is May 2017, with three one-year extension options. | |
On April 29, 2015, we completed the acquisition of the 124-room Hampton Inn & Suites in Gainesville, Florida for total consideration of $25.3 million in cash. | |
The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2014, is included in Note 3. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned 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. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in our 2014 Annual Report to Stockholders on Form 10-K and Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on March 2, 2015, and March 31, 2015, respectively. | |
The following items affect reporting comparability related to our consolidated financial statements: | ||
• | Historical seasonality patterns at some of our properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
• | On March 1, 2014, we completed the sale of the Pier House Resort to Ashford Prime (“Ashford Prime”). The results of the Pier House Resort, which we acquired on May 14, 2013, and sold on March 1, 2014, are included in our results of operations for the period from January 1, 2014, through February 28, 2014. | |
• | On February 6, 2015, we acquired the Lakeway Resort & Spa, and on February 25, 2015, we acquired the Memphis Marriott East hotel. The results of these hotels are included in our results of operations as of their respective acquisition dates. | |
• | On March 6, 2015, we acquired the remaining approximate 28.26% interest in the 28 hotels of the PIM Highland JV. For the period January 1, 2014, through March 5, 2015, we have recorded equity in earnings for our ownership percentage. Beginning March 6, 2015, we consolidated the results of operations of these hotels. | |
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. | |
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 replacements of approximately 3% to 6% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. For purposes of the consolidated statements of cash flows, changes in restricted cash caused by using such funds for debt service, real estate taxes, and insurance are shown as operating activities. Changes in restricted cash caused by using such funds for furniture, fixtures, and equipment replacements are included in cash flows from investing activities. | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net—Hotel properties are generally stated at cost. However, four hotel properties contributed upon Ashford Trust’s formation in 2003 are stated at the predecessor’s historical cost, net of impairment charges, if any, plus a partial step-up related to the acquisition of noncontrolling interests from third parties associated with certain of these properties. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at the predecessor’s 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 hotel properties are capitalized. | |
Impairment of Investment 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 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. No impairment charges were recorded for investments in hotel properties for the three months ended March 31, 2015 and 2014. | |
Hotel Disposition | Hotel Dispositions—Effective January 1, 2015, discontinued operations are defined as the disposal of components of an entity that represents strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We anticipate that dispositions of hotel properties will not represent a strategic shift that has (or will have) a major effect on our operations and financial results as most will not fit the definition. This new guidance is to be implemented prospectively only. As such, hotel property dispositions that occurred prior to December 31, 2014, will continue to be reported as discontinued operations in the statements of operations for all applicable periods presented. 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. | |
Intangible Assets and Liabilities, Policy [Policy Text Block] | Intangible Assets and Liabilities—Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight-line method over the remaining terms of the respective lease contracts. | |
Notes Receivable | Note Receivable—Mezzanine loan financing, classified as note receivable, represents a loan held for investment and intended to be held to maturity. Note receivable is recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is deemed to be impaired. Premiums, discounts, and net origination fees are amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. Payments received on impaired nonaccrual loans are recorded as adjustments to impairment charges. No interest income was recorded for the three months ended March 31, 2015 and 2014. | |
Variable interest entities (“VIEs”), as defined by authoritative accounting guidance, must be consolidated by their controlling interest beneficiaries if the VIEs do not effectively disperse risks among the parties involved. Our remaining mezzanine note receivable at March 31, 2015, is secured by a hotel property and is subordinate to the controlling interest in the secured hotel property. Although the note receivable is considered to be a variable interest in the entity that owns the related hotel, we are not considered to be the primary beneficiary of the hotel property as a result of holding the loan. Therefore, we do not consolidate the hotel property for which we have provided financing. We will evaluate interests in entities acquired or created in the future to determine whether such entities should be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. | ||
Impairment of Notes Receivable | Impairment of Note Receivable—We review notes receivable for impairment each reporting period. A loan is impaired when, based on current information and events, collection of all amounts recorded as assets on the balance sheet is no longer considered probable. We apply normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment. | |
When a loan is impaired, we measure impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the balance sheet. We may also measure impairment based on a loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Loan impairments are recorded as a valuation allowance and a charge to earnings. Our assessment of impairment is based on considerable management judgment and assumptions. No impairment charges were recorded during the three months ended March 31, 2015 and 2014. Valuation adjustments of $(106,000) and $(101,000) on previously impaired notes were credited to impairment charges during the three months ended March 31, 2015 and 2014, respectively. | ||
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 14.4% to 30.1% are 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 the investments in our unconsolidated entities 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 earnings (loss) in unconsolidated entities. No such impairment was recorded in the three months ended March 31, 2015 and 2014. | |
Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. Variable Interest Entities (“VIE”), 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, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) 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 entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. | ||
Marketable Securities | Marketable Securities—Marketable securities, including U.S. treasury bills, publicly traded equity securities and stocks, and put and call options on certain publicly traded securities. All of these investments are recorded at fair value. Put and call options are considered derivatives. The fair value of these investments has been determined based on the closing price as of the balance sheet date and is reported as “marketable securities” or “liabilities associated with marketable securities and other” in the consolidated balance sheets. The cost of securities sold is determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains or losses and costs of investment, is reported as a component of “other income.” Unrealized gains and losses on these investments are reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations. | |
Due To / From Affiliates | Due to/from Affiliates—Due to/from affiliates represents current receivables and payables resulting primarily from advances of shared costs incurred. Both due to/from affiliates are generally settled within a period not exceeding one year. | |
Due To / From Related Party | Due to/from Related Party—Due to/from related party represents current receivables and payables resulting from transactions related to hotel management, project management and market services with a related party. Due to/from related party is generally settled within a period not exceeding one year. | |
Due To / From Ashford Prime OP, net | Due to/from Ashford Prime OP, net—Due to/from Ashford Prime OP represents receivables and payables resulting primarily from miscellaneous operating and capital improvement true-ups between the two entities. In 2014, we had receivables related to advisory fees. Both due to/from Ashford Prime OP is generally settled within a period not exceeding one year. | |
Due To Ashford Inc., net | Due to Ashford Inc., net—Due to Ashford Inc., net, represents current payables resulting primarily from advisory services fee, including reimbursable expenses. In 2014, due to Ashford Inc., net, included payables resulting primarily from costs associated with the spin-off of Ashford Inc. Due to Ashford Inc., net, is generally settled within a period not exceeding one year. | |
Revenue Recognition | Revenue Recognition—Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income (including accretion of discounts on the mezzanine loan using the effective interest method) is recognized when earned. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. We are reimbursed by PIM Highland JV for costs associated with managing its day-to-day operations and providing corporate administrative services such as accounting, insurance, marketing support, asset management and other services. Beginning with the three months ended March 31, 2014, we changed the presentation to report such reimbursements as “Other” revenue as opposed to credits within “Corporate, general and administrative” expense. This change had no impact on our financial condition or results of operations. As of March 6, 2015, we acquired the remaining approximate 28.26% of the PIM Highland JV which discontinued the aforementioned reimbursements. | |
Prior to the spin-off of Ashford Inc. in November 2014, we recognized advisory services revenue when services had been rendered. The quarterly base fee was equal to 0.7% per annum of the total market capitalization, as defined in the advisory agreement, of Ashford Prime, subject to certain minimums. Reimbursements for overhead and internal audit services was recognized when services had been rendered. We also recorded advisory services revenue for equity grants of Ashford Prime common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as an offsetting expense in an equal amount included in “corporate, general and administrative” expense. | ||
Derivatives and Hedges | Derivatives Instruments and Hedging—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 (Revenue per Available Room). Interest rate derivatives could include swaps, caps, floors and flooridors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. 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. Interest rate derivatives and credit default swaps are reported as “Derivative assets, net” or “Liabilities associated with marketable securities and other” in the consolidated balance sheets. Accrued interest on non-hedge designated interest rate derivatives is included in “Accounts receivable, net” in the consolidated balance sheets. For interest rate derivatives designated as cash flow hedges: | ||
a) | the effective portion of changes in fair value is initially reported as a component of “Accumulated other comprehensive income (loss)” (“OCI”) in the equity section of the consolidated balance sheets and reclassified to interest expense in the consolidated statements of operations in the period during which the hedged transaction affects earnings, and | |
b) | the ineffective portion of changes in fair value is recognized directly in earnings as “Unrealized gain (loss) on derivatives” in the consolidated statements of operations. For the three months ended March 31, 2015 and 2014, there was no ineffectiveness. | |
For non-hedge designated interest rate derivatives and credit default swaps, changes in fair value are recognized in earnings as “unrealized loss on derivatives” in the consolidated statements of operations. | ||
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 taxable REIT subsidiaries. However, Ashford TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Ashford TRS 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. | |
The “Income Taxes” Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification 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 2011 through 2014 remain subject to potential examination by certain federal and state taxing authorities. | ||
Reclassification | Reclassification—Certain amounts in the consolidated financial statements for the three months ended March 31, 2014, have been reclassified for discontinued operations. | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards—In April 2014, the FASB issued accounting guidance that revises the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results, removing the lack of continuing involvement criteria and requiring discontinued operations reporting for the disposal of an equity method investment that meets the definition of discontinued operations. The update also requires expanded disclosures for discontinued operations, including disclosure of pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The new accounting guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014. We adopted this accounting guidance on January 1, 2015. The adoption of this accounting guidance impacted the presentation of our results of operations as it required the operations of our disposed hotel property to be included in continuing operations. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 is effective in fiscal periods beginning after December 15, 2016. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method. | |
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure requirements. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows. | ||
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. The ASU amends the consolidation guidance for VIEs and general partners' investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the effect of the ASU on our consolidated financial statements and related disclosures. | ||
In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. Upon adoption of the standard we will reclassify deferred financing costs, net from total assets to be shown net of debt in the liabilities section of our consolidated balance sheet. Adoption of this standard will only affect the presentation of our consolidated balance sheet. |
Investment_in_Hotel_Properties1
Investment in Hotel Properties, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of investments in hotel properties, net | Investments in hotel properties, net consisted of the following (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Land | $ | 661,499 | $ | 358,514 | ||||
Buildings and improvements | 3,535,862 | 2,125,656 | ||||||
Furniture, fixtures, and equipment | 346,744 | 211,777 | ||||||
Construction in progress | 16,563 | 11,704 | ||||||
Condominium properties | 12,153 | 12,065 | ||||||
Total cost | 4,572,821 | 2,719,716 | ||||||
Accumulated depreciation | (618,838 | ) | (591,105 | ) | ||||
Investments in hotel properties, net | $ | 3,953,983 | $ | 2,128,611 | ||||
Schedule of preliminary fair value of the assets acquired and liabilities assumed | The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): | |||||||
Land | $ | 4,541 | ||||||
Buildings and improvements | 24,703 | |||||||
Furniture, fixtures, and equipment | 4,237 | |||||||
33,481 | ||||||||
Net other assets and liabilities | (382 | ) | ||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): | ||||||||
Land | $ | 6,210 | ||||||
Buildings and improvements | 32,934 | |||||||
Furniture, fixtures, and equipment | 4,350 | |||||||
43,494 | ||||||||
Net other assets and liabilities | 34 | |||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): | ||||||||
Land | $ | 292,934 | ||||||
Buildings and improvements | 1,351,293 | |||||||
Furniture, fixtures, and equipment | 118,878 | |||||||
1,763,105 | ||||||||
Indebtedness | (1,120,082 | ) | ||||||
Net other assets and liabilities | 105,814 | |||||||
Schedule of business combination pro forma information | The following table reflects the unaudited pro forma results of operations as if all acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2014 and the removal of $495,000 of non-recurring transaction costs and gain on acquisition of the PIM Highland JV of $381.8 million. The table also reflects the removal of equity in loss in unconsolidated entity of $3.8 million and $2.8 million for the three month ended March 31, 2015 and 2014, respectively. These adjustments are directly attributable to the transactions for the three months ended March 31, 2015 (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total revenue | $ | 330,830 | $ | 310,103 | ||||
Net loss | (23,129 | ) | (11,466 | ) |
Hotel_Dispositions_Tables
Hotel Dispositions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Schedule of Disposal Groups, Income Statement | The following table includes condensed financial information from this hotel for the three months ended March 31, 2014 (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Hotel revenues | $ | 735 | ||||||
Hotel operating expenses | (473 | ) | ||||||
Operating income | 262 | |||||||
Property taxes, insurance and other | (31 | ) | ||||||
Depreciation and amortization | (77 | ) | ||||||
Interest expense and amortization of loan costs | (150 | ) | ||||||
Net income | 4 | |||||||
Income from discontinued operations attributable to redeemable noncontrolling interests in operating partnership | (1 | ) | ||||||
Income from discontinued operations attributable to the Company | $ | 3 | ||||||
The following table includes condensed financial information from this hotel (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total hotel revenue | $ | 361 | $ | 472 | ||||
Total hotel operating expenses | (308 | ) | (430 | ) | ||||
Operating income | 53 | 42 | ||||||
Property taxes, insurance and other | (40 | ) | (41 | ) | ||||
Depreciation and amortization | (164 | ) | (150 | ) | ||||
Interest expense and amortization of loan costs | — | (128 | ) | |||||
Loss from continuing operations | (151 | ) | (277 | ) | ||||
Loss on sale of hotel property | (1,130 | ) | — | |||||
Net loss | (1,281 | ) | (277 | ) | ||||
Net loss from continuing operations attributable to redeemable noncontrolling interests in operating partnership | 147 | 36 | ||||||
Loss from continuing operations attributable to the Company | $ | (1,134 | ) | $ | (241 | ) |
Investment_in_Unconsolidated_E1
Investment in Unconsolidated Entities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||
Summary of Preliminary Balance Sheet | The following tables summarize the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014 and the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014, of Ashford Prime OP (in thousands): | |||||||
Ashford Hospitality Prime Limited Partnership | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
31-Mar-15 | December 31, 2014 | |||||||
Total assets | $ | 1,225,832 | $ | 1,229,508 | ||||
Total liabilities | 815,555 | 805,510 | ||||||
Partners’ capital | 410,277 | 423,998 | ||||||
Total liabilities and partners’ capital | $ | 1,225,832 | $ | 1,229,508 | ||||
Our ownership interest in Ashford Prime OP | $ | 54,613 | $ | 54,907 | ||||
The following tables summarize the condensed balance sheets as of March 31, 2015 and December 31, 2014 and the condensed statements of operations for the three months ended March 31, 2015 and 2014 of Ashford Inc. (in thousands): | ||||||||
Ashford Inc. | ||||||||
Condensed Balance Sheets | ||||||||
31-Mar-15 | December 31, 2014 | |||||||
Total assets | $ | 48,801 | $ | 49,230 | ||||
Total liabilities | 37,807 | 33,912 | ||||||
Redeemable noncontrolling interests in Ashford LLC | 535 | 424 | ||||||
Total equity | 10,459 | 14,894 | ||||||
Total liabilities and equity | $ | 48,801 | $ | 49,230 | ||||
Our ownership interest in Ashford Inc. | $ | 4,358 | $ | 7,099 | ||||
The following tables summarize the consolidated balance sheet as of December 31, 2014 and the consolidated statements of operations for the period from January 1, 2015 through March 5, 2015 and the three months ended March 31, 2014 of the PIM Highland JV (in thousands): | ||||||||
PIM Highland JV | ||||||||
Condensed Consolidated Balance Sheet | ||||||||
31-Dec-14 | ||||||||
Total assets | $ | 1,394,806 | ||||||
Total liabilities | 1,166,682 | |||||||
Members’ equity | 228,124 | |||||||
Total liabilities and members’ equity | $ | 1,394,806 | ||||||
Our ownership interest in PIM Highland JV | $ | 144,784 | ||||||
Summary of Preliminary Statement of Operations | ||||||||
Period from January 1 to March 5, | Three Months Ended March 31, | |||||||
2015 | 2014 | |||||||
Total revenue | $ | 76,695 | $ | 108,761 | ||||
Total operating expenses | (69,949 | ) | (95,388 | ) | ||||
Operating income | 6,746 | 13,373 | ||||||
Interest income and other | 17 | 13 | ||||||
Interest expense, amortization and write-offs of deferred loan costs, discounts and premiums and exit fees | (10,212 | ) | (15,908 | ) | ||||
Other expenses | — | (44 | ) | |||||
Income tax expense | (1,222 | ) | (447 | ) | ||||
Net loss | $ | (4,671 | ) | $ | (3,013 | ) | ||
Our equity in loss of PIM Highland JV | $ | (3,836 | ) | $ | (2,754 | ) | ||
Ashford Inc. | ||||||||
Condensed Statements of Operations | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total revenue | $ | 13,118 | $ | 2,312 | ||||
Total operating expenses | (21,502 | ) | (11,110 | ) | ||||
Operating loss | (8,384 | ) | (8,798 | ) | ||||
Income tax expense | (1,454 | ) | (15 | ) | ||||
Net loss | (9,838 | ) | (8,813 | ) | ||||
Loss from consolidated entities attributable to noncontrolling interests | 763 | — | ||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | 21 | — | ||||||
Net loss attributable to Ashford Inc. | $ | (9,054 | ) | $ | (8,813 | ) | ||
Our equity in loss of Ashford Inc. | $ | (2,741 | ) | $ | — | |||
Ashford Hospitality Prime Limited Partnership | ||||||||
Condensed Consolidated Statements of Operations | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total revenue | $ | 77,789 | $ | 61,806 | ||||
Total operating expenses | (69,530 | ) | (57,031 | ) | ||||
Operating income | 8,259 | 4,775 | ||||||
Interest income | 4 | 4 | ||||||
Other Income | 139 | — | ||||||
Interest expense and amortization and write-offs of loan costs | (9,637 | ) | (8,989 | ) | ||||
Unrealized gain on investments | 1,323 | — | ||||||
Unrealized loss on derivatives | (32 | ) | (15 | ) | ||||
Income tax expense | (481 | ) | (226 | ) | ||||
Net loss | (425 | ) | (4,451 | ) | ||||
Loss from consolidated entities attributable to noncontrolling interests | 147 | 405 | ||||||
Net loss attributable to Ashford Prime OP | $ | (278 | ) | $ | (4,046 | ) | ||
Our equity in loss of Ashford Prime OP | $ | (45 | ) | $ | (744 | ) |
Indebtedness_Tables
Indebtedness (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Summary of Indebtedness | Indebtedness consisted of the following (in thousands): | ||||||||||||||
Indebtedness | Collateral | Maturity | Interest Rate | March 31, 2015 | December 31, 2014 | ||||||||||
Mortgage loan (4) | 5 hotels | Nov-15 | Greater of 6.40% or LIBOR (1) + 6.15% | $ | — | $ | 211,000 | ||||||||
Mortgage loan | 10 hotels | Jul-15 | 5.22% | — | 145,278 | ||||||||||
Mortgage loan | 8 hotels | Dec-15 | 5.70% | 92,203 | 92,772 | ||||||||||
Mortgage loan | 5 hotels | Feb-16 | 5.53% | 104,692 | 105,164 | ||||||||||
Mortgage loan | 5 hotels | Feb-16 | 5.53% | 75,207 | 75,546 | ||||||||||
Mortgage loan (2)(6) | 5 hotels | Feb-16 | LIBOR (1) + 4.75% | 200,000 | 200,000 | ||||||||||
Mortgage loan (2) | 7 hotels | Aug-16 | LIBOR (1) + 4.35% | 301,000 | 301,000 | ||||||||||
Mortgage loan (2) | 5 hotels | Aug-16 | LIBOR (1) + 4.38% | 62,900 | 62,900 | ||||||||||
Mortgage loan (2) | 1 hotel | Aug-16 | LIBOR (1) + 4.20% | 37,500 | 37,500 | ||||||||||
Mortgage loan (2) | 8 hotels | Jan-17 | LIBOR (1) + 4.95% | 376,800 | — | ||||||||||
Mortgage loan (5) | 24 hotels | Apr-17 | LIBOR (1) + 4.39% | 1,070,560 | — | ||||||||||
Mortgage loan (2) | 1 hotel | Apr-17 | LIBOR (1) + 4.95% | 33,300 | — | ||||||||||
Mortgage loan | 5 hotels | Apr-17 | 5.95% | 111,463 | 111,869 | ||||||||||
Mortgage loan | 5 hotels | Apr-17 | 5.95% | 100,188 | 100,552 | ||||||||||
Mortgage loan | 5 hotels | Apr-17 | 5.95% | 152,447 | 153,002 | ||||||||||
Mortgage loan | 7 hotels | Apr-17 | 5.95% | 121,940 | 122,384 | ||||||||||
Mortgage loan | 1 hotel | Jan-18 | 4.38% | 99,343 | — | ||||||||||
Mortgage loan | 2 hotels | Jan-18 | 4.44% | 108,646 | — | ||||||||||
Mortgage loan (3) | 1 hotel | Jul-19 | LIBOR (1) + 3.75% | 5,524 | 5,525 | ||||||||||
Mortgage loan | 1 hotel | Nov-20 | 6.26% | 99,509 | 99,780 | ||||||||||
Mortgage loan | 1 hotel | Jan-24 | 5.49% | 10,636 | 10,673 | ||||||||||
Mortgage loan | 1 hotel | Jan-24 | 5.49% | 7,288 | 7,313 | ||||||||||
Mortgage loan | 1 hotel | May-24 | 4.99% | 6,819 | 6,845 | ||||||||||
Mortgage loan | 3 hotels | Aug-24 | 5.20% | 67,520 | 67,520 | ||||||||||
Mortgage loan | 2 hotels | Aug-24 | 4.85% | 12,500 | 12,500 | ||||||||||
Mortgage loan | 3 hotels | Aug-24 | 4.90% | 24,980 | 24,980 | ||||||||||
Mortgage loan | 3 hotels | Feb-25 | 4.45% | 54,813 | — | ||||||||||
Mortgage loan | 2 hotels | Feb-25 | 4.45% | 24,461 | — | ||||||||||
Mortgage loan | 2 hotels | Feb-25 | 4.45% | 21,192 | — | ||||||||||
3,383,431 | 1,954,103 | ||||||||||||||
Premiums | 4,192 | — | |||||||||||||
Total | $ | 3,387,623 | $ | 1,954,103 | |||||||||||
____________________________________ | |||||||||||||||
(1) LIBOR rates were 0.176% and 0.171% at March 31, 2015 and December 31, 2014, respectively. | |||||||||||||||
(2) This mortgage loan has three one-year extension options subject to satisfaction of certain conditions. | |||||||||||||||
(3) This mortgage loan provides for an interest rate of LIBOR + 3.75% with a 0.25% LIBOR floor for the first 18 months and is fixed at 4.0% thereafter. | |||||||||||||||
(4) This mortgage loan had three one-year extension options subject to satisfaction of certain conditions. The first one-year extension period began in November 2014. | |||||||||||||||
(5) This mortgage loan has four one-year extension options subject to satisfaction of certain conditions. | |||||||||||||||
(6) This mortgage loan has a LIBOR floor of 0.20%. |
Income_Loss_Per_Share_Tables
Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income (loss) allocated to common stockholders: | ||||||||
Net income (loss) attributable to the Company | $ | 321,496 | $ | (2,391 | ) | |||
Less: Dividends on preferred stocks | (8,490 | ) | (8,490 | ) | ||||
Less: Dividends on common stock | (11,964 | ) | (9,629 | ) | ||||
Less: Dividends on unvested restricted shares | (165 | ) | (84 | ) | ||||
Less: Undistributed income from continuing operations allocated to unvested shares | (2,035 | ) | — | |||||
Undistributed income (loss) | 298,842 | (20,594 | ) | |||||
Add back: Dividends on common stock | 11,964 | 9,629 | ||||||
Distributed and undistributed income (loss) from continuing operations - basic | $ | 310,806 | $ | (10,965 | ) | |||
Add back: Income from continuing operations allocated to operating partnership units | 45,336 | — | ||||||
Distributed and undistributed net income (loss) - diluted | $ | 356,142 | $ | (10,965 | ) | |||
Income from discontinued operations allocated to common stockholders: | ||||||||
Income from discontinued operations attributable to the Company | $ | — | $ | 3 | ||||
Weighted average shares outstanding: | ||||||||
Weighted average common shares outstanding - basic | 95,539 | 81,690 | ||||||
Effect of assumed conversion of operating partnership units | 18,373 | — | ||||||
Weighted average shares outstanding - diluted | 113,912 | 81,690 | ||||||
Basic income (loss) per share: | ||||||||
Income (loss) from continuing operations allocated to common stockholders per share | $ | 3.25 | $ | (0.13 | ) | |||
Income from discontinued operations allocated to common stockholders per share | — | — | ||||||
Net income (loss) allocated to common stockholders per share | $ | 3.25 | $ | (0.13 | ) | |||
Diluted income (loss) per share: | ||||||||
Income (loss) from continuing operations allocated to common stockholders per share | $ | 3.13 | $ | (0.13 | ) | |||
Income from discontinued operations allocated to common stockholders per share | — | — | ||||||
Net income (loss) allocated to common stockholders per share | $ | 3.13 | $ | (0.13 | ) | |||
Summary of Computation of Diluted Income Per Share | Due to the anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||||||
Income allocated to unvested restricted shares | $ | 2,200 | $ | 84 | ||||
Net income (loss) attributable to noncontrolling interest in operating partnership units | — | (877 | ) | |||||
Total | $ | 2,200 | $ | (793 | ) | |||
Weighted average diluted shares are not adjusted for: | ||||||||
Effect of unvested restricted shares | 432 | 144 | ||||||
Effect of assumed conversion of operating partnership units | — | 19,316 | ||||||
Total | 432 | 19,460 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): | |||||||||||||||||||||
Quoted Market Prices (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Counterparty and Cash Collateral Netting(4) | Total | ||||||||||||||||||
March 31, 2015: | ||||||||||||||||||||||
Assets | ||||||||||||||||||||||
Derivative assets: | ||||||||||||||||||||||
Interest rate derivatives - non-hedge | $ | — | $ | 414 | $ | — | $ | — | $ | 414 | (1) | |||||||||||
Credit default swaps | — | 1,331 | — | (828 | ) | 503 | (1) | |||||||||||||||
Equity put options | 935 | — | — | — | 935 | (2) | ||||||||||||||||
Equity call options | 267 | — | — | — | 267 | (2) | ||||||||||||||||
Non-derivative assets: | ||||||||||||||||||||||
Equity | 53,155 | — | — | — | 53,155 | (2) | ||||||||||||||||
U.S. treasury securities | 18,070 | — | — | — | 18,070 | (2) | ||||||||||||||||
Total | 72,427 | 1,745 | — | (828 | ) | 73,344 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||
Derivative liabilities: | ||||||||||||||||||||||
Short equity put options | (353 | ) | — | — | — | (353 | ) | (3) | ||||||||||||||
Short equity call options | (694 | ) | — | — | — | (694 | ) | (3) | ||||||||||||||
Non-derivative liabilities: | ||||||||||||||||||||||
Equity | (1,427 | ) | — | — | — | (1,427 | ) | (3) | ||||||||||||||
Margin account balance | (10,297 | ) | — | — | — | (10,297 | ) | (3) | ||||||||||||||
Total | (12,771 | ) | — | — | — | (12,771 | ) | |||||||||||||||
Net | $ | 59,656 | $ | 1,745 | $ | — | $ | (828 | ) | $ | 60,573 | |||||||||||
December 31, 2014: | ||||||||||||||||||||||
Assets | ||||||||||||||||||||||
Derivative assets: | ||||||||||||||||||||||
Interest rate derivatives - non-hedge | $ | — | $ | 182 | $ | — | $ | — | $ | 182 | (1) | |||||||||||
Equity put options | 653 | — | — | — | 653 | (2) | ||||||||||||||||
Equity call options | 1 | — | — | — | 1 | (2) | ||||||||||||||||
Non-derivative assets: | ||||||||||||||||||||||
Equity securities | 57,941 | — | — | — | 57,941 | (2) | ||||||||||||||||
U.S. treasury securities | 4,622 | — | — | — | 4,622 | (2) | ||||||||||||||||
Total | 63,217 | 182 | — | — | 63,399 | |||||||||||||||||
Liabilities | ||||||||||||||||||||||
Derivative liabilities: | ||||||||||||||||||||||
Credit default swaps | — | 379 | — | (563 | ) | (184 | ) | (3) | ||||||||||||||
Short equity put options | (216 | ) | — | — | — | (216 | ) | (3) | ||||||||||||||
Short equity call options | (781 | ) | — | — | — | (781 | ) | (3) | ||||||||||||||
Non-derivative liabilities: | ||||||||||||||||||||||
Short equity securities | (17 | ) | — | — | — | (17 | ) | (3) | ||||||||||||||
Margin account balance | (5,003 | ) | — | — | — | (5,003 | ) | (3) | ||||||||||||||
Total | (6,017 | ) | 379 | — | (563 | ) | (6,201 | ) | ||||||||||||||
Net | $ | 57,200 | $ | 561 | $ | — | $ | (563 | ) | $ | 57,198 | |||||||||||
____________________________________ | ||||||||||||||||||||||
(1) Reported net as “derivative assets, net” in the consolidated balance sheets. | ||||||||||||||||||||||
(2) Reported as “marketable securities” in the consolidated balance sheets. | ||||||||||||||||||||||
(3) Reported as “liabilities associated with marketable securities and other” in the consolidated balance sheets. | ||||||||||||||||||||||
(4) Represents cash collateral posted by our counterparty. | ||||||||||||||||||||||
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following tables summarize the effect of fair-value-measured assets and liabilities on the consolidated statements of operations for the three months ended March 31, 2015 and 2014 (in thousands): | |||||||||||||||||||||
Gain (Loss) Recognized in Income | Reclassified from Accumulated OCI | |||||||||||||||||||||
into Interest Expense | ||||||||||||||||||||||
Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
Assets | ||||||||||||||||||||||
Derivative assets: | ||||||||||||||||||||||
Interest rate derivatives | $ | (1,018 | ) | $ | (121 | ) | $ | — | $ | 71 | ||||||||||||
Equity put options | (1,290 | ) | (462 | ) | — | — | ||||||||||||||||
Equity call options | 80 | (50 | ) | — | — | |||||||||||||||||
Credit default swaps | (737 | ) | (247 | ) | — | — | ||||||||||||||||
Non-derivative assets: | ||||||||||||||||||||||
Equity - American Depositary Receipt | (65 | ) | — | — | — | |||||||||||||||||
Equity | 2,063 | 948 | — | — | ||||||||||||||||||
U.S. Treasury | 406 | 294 | — | — | ||||||||||||||||||
Total | (561 | ) | 362 | — | 71 | |||||||||||||||||
Liabilities | ||||||||||||||||||||||
Derivative liabilities: | ||||||||||||||||||||||
Short equity put options | 595 | 4 | — | — | ||||||||||||||||||
Short equity call options | 579 | 391 | — | — | ||||||||||||||||||
Non-derivative liabilities: | ||||||||||||||||||||||
Short equity securities | (36 | ) | — | — | — | |||||||||||||||||
Total | 1,138 | 395 | — | — | ||||||||||||||||||
Net | $ | 577 | $ | 757 | $ | — | $ | 71 | ||||||||||||||
Total combined | ||||||||||||||||||||||
Interest rate derivatives | $ | (1,018 | ) | $ | (121 | ) | $ | — | $ | 71 | ||||||||||||
Credit default swaps | (680 | ) | (226 | ) | — | — | ||||||||||||||||
Total derivatives | (1,698 | ) | (1) | (347 | ) | (1) | — | 71 | ||||||||||||||
Unrealized gain (loss) on marketable securities | (1,802 | ) | (3) | 1 | (3) | — | — | |||||||||||||||
Realized gain on marketable securities | 4,077 | (2) (4) | 1,103 | (2) (4) | — | — | ||||||||||||||||
Net | $ | 577 | $ | 757 | $ | — | $ | 71 | ||||||||||||||
____________________________________ | ||||||||||||||||||||||
(1) Reported as “unrealized loss on derivatives” in the consolidated statements of operations. | ||||||||||||||||||||||
(2) Included in “other income” in the consolidated statements of operations. | ||||||||||||||||||||||
(3) Reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations. | ||||||||||||||||||||||
(4) Includes costs of $57 and $21 for the three months ended March 31, 2015 and 2014, respectively, associated with credit default swaps. |
Summary_of_Fair_Value_of_Finan1
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Investments, All Other Investments [Abstract] | ||||||||||||||||
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands): | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||
Financial assets and liabilities measured at fair value: | ||||||||||||||||
Marketable securities | $ | 72,427 | $ | 72,427 | $ | 63,217 | $ | 63,217 | ||||||||
Derivative assets, net | 917 | 917 | 182 | 182 | ||||||||||||
Liabilities associated with marketable securities and other | 12,771 | 12,771 | 6,201 | 6,201 | ||||||||||||
Financial assets not measured at fair value: | ||||||||||||||||
Cash and cash equivalents | $ | 355,727 | $ | 355,727 | $ | 215,063 | $ | 215,063 | ||||||||
Restricted cash | 143,043 | 143,043 | 85,830 | 85,830 | ||||||||||||
Accounts receivable, net | 52,512 | 52,512 | 22,399 | 22,399 | ||||||||||||
Note receivable, net | 3,599 | 3,117 to 3,445 | 3,553 | 3,049 to 3,370 | ||||||||||||
Due from affiliates | — | — | 3,473 | 3,473 | ||||||||||||
Due from Ashford Prime OP, net | 335 | 335 | 896 | 896 | ||||||||||||
Due from related party, net | 1,922 | 1,922 | — | — | ||||||||||||
Due from third-party hotel managers | 39,047 | 39,047 | 12,241 | 12,241 | ||||||||||||
Financial liabilities not measured at fair value: | ||||||||||||||||
Indebtedness | $ | 3,387,623 | $3,267,372 to $3,611,305 | $ | 1,954,103 | $1,905,801 to $2,106,413 | ||||||||||
Accounts payable and accrued expenses | 131,890 | 131,890 | 71,118 | 71,118 | ||||||||||||
Dividends payable | 23,346 | 23,346 | 21,889 | 21,889 | ||||||||||||
Due to Ashford Inc., net | 9,120 | 9,120 | 8,202 | 8,202 | ||||||||||||
Due to related party, net | — | — | 1,867 | 1,867 | ||||||||||||
Due to third-party hotel managers | 1,529 | 1,529 | 1,640 | 1,640 | ||||||||||||
Organization_and_Description_o1
Organization and Description of Business (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 06, 2015 | Mar. 10, 2011 | Nov. 12, 2014 |
In Thousands, unless otherwise specified | room | hotel | |||
Real Estate Properties [Line Items] | |||||
Investment in unconsolidated entities | $58,971 | $206,790 | |||
Number of rooms owned | 25,579 | ||||
Number of rooms owned, net of partnership interest | 25,552 | ||||
Notes receivable | 3,599 | 3,553 | |||
Subsidiaries [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of hotel properties owned | 116 | ||||
Number of hotel properties managed by affiliates | 76 | ||||
PIM Highland JV [Member] | |||||
Real Estate Properties [Line Items] | |||||
Percent of voting interest acquired | 28.26% | ||||
Number of hotel properties held by majority owned joint venture | 28 | ||||
Percentage of common equity interest | 100.00% | 71.74% | |||
Investment in unconsolidated entities | 144,784 | 522,800 | |||
Percentage of preferred equity interest | 50.00% | ||||
Ashford Prime OP [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of hotel properties held by majority owned joint venture | 10 | ||||
Percentage of common equity interest | 15.20% | 14.90% | |||
Investment in unconsolidated entities | 54,613 | 54,907 | |||
Number of hotel properties managed by affiliates | 1 | ||||
World Quest Resort [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of rooms owned | 86 | ||||
Ashford Inc. [Member] | |||||
Real Estate Properties [Line Items] | |||||
Percentage of common equity interest | 30.10% | 30.10% | |||
Investment in unconsolidated entities | $4,358 | $7,099 | |||
Wholly Owned Properties [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of hotel properties owned | 114 | ||||
Majority Owned Properties [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of hotel properties owned | 2 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 06, 2015 | Mar. 10, 2011 | Dec. 31, 2014 | |
hotel | hotel | Person | |||
Real Estate Properties [Line Items] | |||||
Number of hotel properties stated at historical cost | 4 | ||||
Impairment charges recorded for a hotel property included in the continuing operations | $0 | $0 | |||
Valuation adjustment on impairment charge | -106,000 | -101,000 | |||
Impairment charges of joint venture | 0 | 0 | |||
Advisory services quarterly base fee | 0.70% | ||||
Amount of derivative ineffectiveness | 0 | 0 | |||
Restricted Cash [Member] | |||||
Real Estate Properties [Line Items] | |||||
Escrow reserve for capital improvements as percentage of gross revenues, Minimum | 3.00% | ||||
Escrow reserve for capital improvements as percentage of gross revenues, Maximum | 6.00% | ||||
Notes Receivable [Member] | |||||
Real Estate Properties [Line Items] | |||||
Interest income recorded | 0 | 0 | |||
Impairment charges of notes receivable | 0 | 0 | |||
Valuation adjustment on impairment charge | ($106,000) | ($101,000) | |||
Ashford Prime OP [Member] | |||||
Real Estate Properties [Line Items] | |||||
Percentage of interest in the hotel properties | 15.20% | 14.90% | |||
PIM Highland JV [Member] | |||||
Real Estate Properties [Line Items] | |||||
Percent of voting interest acquired | 28.26% | ||||
Number of hotels in portfolio acquired | 28 | ||||
Percentage of interest in the hotel properties | 100.00% | 71.74% | |||
Number of members of executive committee | 4 | ||||
Number of persons designated to executive committee by joint venture partner | 2 | ||||
Number of persons designated to executive committee by company | 2 | 2 | |||
Unconsolidated Properties [Member] | Minimum [Member] | |||||
Real Estate Properties [Line Items] | |||||
Percentage of interest in the hotel properties | 14.40% | ||||
Unconsolidated Properties [Member] | Maximum [Member] | |||||
Real Estate Properties [Line Items] | |||||
Percentage of interest in the hotel properties | 30.10% |
Investment_in_Hotel_Properties2
Investment in Hotel Properties, net (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Land | $661,499 | $358,514 |
Buildings and improvements | 3,535,862 | 2,125,656 |
Furniture, fixtures, and equipment | 346,744 | 211,777 |
Construction in progress | 16,563 | 11,704 |
Condominium properties | 12,153 | 12,065 |
Total cost | 4,572,821 | 2,719,716 |
Accumulated depreciation | -618,838 | -591,105 |
Investments in hotel properties, net | $3,953,983 | $2,128,611 |
Investment_in_Hotel_Properties3
Investment in Hotel Properties, net (Acquisitions) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 06, 2015 | Feb. 25, 2015 | Mar. 06, 2015 | Mar. 31, 2013 | Apr. 29, 2015 | Apr. 17, 2015 | Mar. 25, 2015 | |
Business Acquisition [Line Items] | |||||||||
Total revenue | $250,235,000 | $194,861,000 | |||||||
Net income (loss) attributable to parent | 321,496,000 | -2,388,000 | |||||||
Acquisition costs expensed | 495,000 | ||||||||
Gain on acquisition of PIM Highland JV | 381,835,000 | 0 | |||||||
Equity in loss of unconsolidated entities | -6,622,000 | -3,498,000 | |||||||
Lakeway Resort [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percent of voting interest acquired | 100.00% | ||||||||
Consideration transferred | 33,500,000 | ||||||||
Total revenue | 1,800,000 | ||||||||
Net income (loss) attributable to parent | 58,000 | ||||||||
Lakeway Resort [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Face amount of debt | 25,100,000 | ||||||||
Memphis Marriott [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percent of voting interest acquired | 100.00% | ||||||||
Consideration transferred | 43,500,000 | ||||||||
Face amount of debt | 33,300,000 | ||||||||
Total revenue | 1,200,000 | ||||||||
Net income (loss) attributable to parent | 152,000 | ||||||||
PIM Highland JV [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percent of voting interest acquired | 28.26% | ||||||||
Consideration transferred | 250,100,000 | ||||||||
Face amount of debt | 907,600,000 | ||||||||
Total revenue | 37,600,000 | ||||||||
Net income (loss) attributable to parent | 434,000 | ||||||||
Gain on acquisition of PIM Highland JV | 381,800,000 | ||||||||
Equity in loss of unconsolidated entities | 3,800,000 | 2,800,000 | |||||||
Gainesville Hampton [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $25,300,000 |
Investment_in_Hotel_Properties4
Investment in Hotel Properties, net (Preliminary Fair Value of Assets and Liabilities) (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 06, 2015 | Feb. 25, 2015 | Mar. 06, 2015 |
Business Acquisition [Line Items] | |||||
Gain on acquisition of PIM Highland JV | $381,835 | $0 | |||
Lakeway Resort [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | 4,541 | ||||
Buildings and improvements | 24,703 | ||||
Furniture, fixtures, and equipment | 4,237 | ||||
Land, buildings and improvements, furniture, fixtures, and equipment | 33,481 | ||||
Net other assets and liabilities | -382 | ||||
Memphis Marriott [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | 6,210 | ||||
Buildings and improvements | 32,934 | ||||
Furniture, fixtures, and equipment | 4,350 | ||||
Land, buildings and improvements, furniture, fixtures, and equipment | 43,494 | ||||
Net other assets and liabilities | 34 | ||||
PIM Highland JV [Member] | |||||
Business Acquisition [Line Items] | |||||
Gain on acquisition of PIM Highland JV | 381,800 | ||||
Land | 292,934 | ||||
Buildings and improvements | 1,351,293 | ||||
Furniture, fixtures, and equipment | 118,878 | ||||
Land, buildings and improvements, furniture, fixtures, and equipment | 1,763,105 | ||||
Net other assets and liabilities | 105,814 | ||||
Indebtedness | ($1,120,082) |
Investment_in_Hotel_Properties5
Investment in Hotel Properties, net (Pro Forma Information) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Total revenue | $330,830 | $310,103 |
Net loss | ($23,129) | ($11,466) |
Hotel_Dispositions_Details
Hotel Dispositions (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total hotel revenue | $249,375 | $191,602 |
Total hotel expenses | -153,872 | -120,093 |
Operating income | 32,105 | 26,393 |
Property taxes, insurance and other | -11,594 | -9,589 |
Depreciation and Amortization | -37,864 | -26,152 |
Interest expense and amortization of loan costs | -34,635 | -28,375 |
Income (loss) from continuing operations | 367,937 | -6,787 |
Loss on sale of hotel property | -1,130 | 3,491 |
Net income (loss) | 366,807 | -3,292 |
Net loss from continuing operations attributable to redeemable noncontrolling interests in operating partnership | -45,336 | 877 |
Net income (loss) attributable to the Company | 321,496 | -2,388 |
Income from discontinued operations attributable to the Company | 0 | 3 |
Hampton Terre Haute | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total hotel revenue | 361 | 472 |
Total hotel expenses | -308 | -430 |
Operating income | 53 | 42 |
Property taxes, insurance and other | -40 | -41 |
Depreciation and Amortization | -164 | -150 |
Interest expense and amortization of loan costs | 0 | -128 |
Income (loss) from continuing operations | -151 | -277 |
Loss on sale of hotel property | -1,130 | 0 |
Net income (loss) | -1,281 | -277 |
Net loss from continuing operations attributable to redeemable noncontrolling interests in operating partnership | 147 | 36 |
Net income (loss) attributable to the Company | -1,134 | -241 |
Mobile Homewood | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total hotel revenue | 735 | |
Total hotel expenses | -473 | |
Operating income | 262 | |
Property taxes, insurance and other | -31 | |
Depreciation and Amortization | -77 | |
Interest expense and amortization of loan costs | -150 | |
Net income (loss) | 4 | |
Income from discontinued operations attributable to redeemable noncontrolling interests in operating partnership | -1 | |
Income from discontinued operations attributable to the Company | $3 |
Note_Receivable_Details
Note Receivable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable | $3,599 | $3,553 |
Allowance for doubtful notes receivable | 7,416 | 7,522 |
Mezzanine Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of mezzanine loans | 1 | 1 |
Notes receivable | 3,600 | 3,600 |
Allowance for doubtful notes receivable | $7,416 | $7,522 |
Number of hotel properties held as collateral | 1 | 1 |
Interest Rate | 6.09% | 6.09% |
Investment_in_Unconsolidated_E2
Investment in Unconsolidated Entities (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Share data in Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 06, 2015 | Mar. 10, 2011 | Nov. 12, 2014 | Dec. 31, 2014 |
hotel | Person | |||||
hotel | ||||||
Real Estate Properties [Line Items] | ||||||
Investment in unconsolidated entities | $58,971,000 | $206,790,000 | ||||
Gain on acquisition of PIM Highland JV | 381,835,000 | 0 | ||||
Property in Nevis [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Subordinated beneficial interest in trust percentage | 14.40% | |||||
Carrying value of subordinated beneficial interest | 0 | |||||
Spin-off of an 8-Hotel Portfolio [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotels in portfolio acquired | 10 | |||||
Total number of rooms owned through majority investments in joint ventures | 3,707 | |||||
Number of rooms owned through majority investments in joint ventures, net | 3,472 | |||||
Four Seasons Hotel Nevis [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Subordinated beneficial interest in trust percentage | 14.40% | |||||
Carrying value of subordinated beneficial interest | 0 | |||||
PIM Highland JV [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotel properties held by majority owned joint venture | 28 | |||||
Percentage of common equity interest | 100.00% | 71.74% | ||||
Preferred equity interest | 25,000,000 | |||||
Percentage of preferred equity interest | 50.00% | |||||
Unpaid annual return with priority over common equity distributions | 15.00% | |||||
Number of members of executive committee | 4 | |||||
Number of persons designated to executive committee by company | 2 | 2 | ||||
Number of persons designated to executive committee by joint venture partner | 2 | |||||
Percent of voting interest acquired | 28.26% | |||||
Investment in unconsolidated entities | 522,800,000 | 144,784,000 | ||||
Number of hotels in portfolio acquired | 28 | |||||
Ashford Prime OP [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotel properties held by majority owned joint venture | 10 | |||||
Percentage of common equity interest | 15.20% | 14.90% | ||||
Investment in unconsolidated entities | 54,613,000 | 54,907,000 | ||||
Ashford Inc. [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Special distribution, conversion ratio, shares of Common Stock | 87 | |||||
Percentage of common equity interest | 30.10% | 30.10% | ||||
Term of advisory agreement | 20 years | |||||
Investment in unconsolidated entities | $4,358,000 | $7,099,000 | ||||
Special distribution, maximum percentage of shares available for conversion for Unitholders | 99.00% | |||||
Special distribution, conversion ratio, units | 55 | |||||
Shares in investment held (in shares) | 598 |
Investment_in_Unconsolidated_E3
Investment in Unconsolidated Entities (Summary of Balance Sheet) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 06, 2015 |
In Thousands, unless otherwise specified | |||
Real Estate Properties [Line Items] | |||
Total assets | $4,768,956 | $2,781,080 | |
Total liabilities | 3,605,300 | 2,071,583 | |
Redeemable noncontrolling interests in operating partnership | 165,590 | 177,064 | |
Total equity | 997,291 | 531,633 | |
Total liabilities and equity | 4,768,956 | 2,781,080 | |
Investment in unconsolidated entities | 58,971 | 206,790 | |
Ashford Inc. [Member] | |||
Real Estate Properties [Line Items] | |||
Total assets | 48,801 | 49,230 | |
Total liabilities | 37,807 | 33,912 | |
Redeemable noncontrolling interests in operating partnership | 535 | 424 | |
Total equity | 10,459 | 14,894 | |
Total liabilities and equity | 48,801 | 49,230 | |
Investment in unconsolidated entities | 4,358 | 7,099 | |
PIM Highland JV [Member] | |||
Real Estate Properties [Line Items] | |||
Total assets | 1,394,806 | ||
Total liabilities | 1,166,682 | ||
Partners' capital | 228,124 | ||
Total liabilities and equity | 1,394,806 | ||
Investment in unconsolidated entities | 144,784 | 522,800 | |
Ashford Prime OP [Member] | |||
Real Estate Properties [Line Items] | |||
Total assets | 1,225,832 | 1,229,508 | |
Total liabilities | 815,555 | 805,510 | |
Partners' capital | 410,277 | 423,998 | |
Total liabilities and equity | 1,225,832 | 1,229,508 | |
Investment in unconsolidated entities | $54,613 | $54,907 |
Investment_in_Unconsolidated_E4
Investment in Unconsolidated Entities (Summary of Statement of Operations) (Details) (USD $) | 3 Months Ended | 2 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 05, 2015 |
Real Estate Properties [Line Items] | |||
Total revenue | $250,235 | $194,861 | |
Total operating expenses | -218,130 | -168,468 | |
Operating income | 32,105 | 26,393 | |
Unrealized gain (loss) on marketable securities | -1,802 | 1 | |
Unrealized loss on derivatives | -1,698 | -347 | |
Income tax expense | -825 | -216 | |
Net income (loss) | 366,807 | -3,292 | |
Net income (loss) attributable to the Company | 321,496 | -2,388 | |
Our equity in earnings (loss) entity | -6,622 | -3,498 | |
Ashford Prime OP [Member] | |||
Real Estate Properties [Line Items] | |||
Total revenue | 77,789 | 61,806 | |
Total operating expenses | -69,530 | -57,031 | |
Operating income | 8,259 | 4,775 | |
Interest income | 4 | 4 | |
Other Income | 139 | 0 | |
Interest expense, amortization and write-offs of deferred loan costs, discounts and premiums and exit fees | -9,637 | -8,989 | |
Unrealized gain (loss) on marketable securities | 1,323 | 0 | |
Unrealized loss on derivatives | -32 | -15 | |
Income tax expense | -481 | -226 | |
Net income (loss) | -425 | -4,451 | |
Loss from consolidated entities attributable to noncontrolling interest | 147 | 405 | |
Net income (loss) attributable to the Company | -278 | -4,046 | |
Our equity in earnings (loss) entity | -45 | -744 | |
PIM Highland JV [Member] | |||
Real Estate Properties [Line Items] | |||
Total revenue | 108,761 | 76,695 | |
Total operating expenses | -95,388 | -69,949 | |
Operating income | 13,373 | 6,746 | |
Interest income and other | 13 | 17 | |
Interest expense, amortization and write-offs of deferred loan costs, discounts and premiums and exit fees | -15,908 | -10,212 | |
Other expenses | -44 | 0 | |
Income tax expense | -447 | -1,222 | |
Net income (loss) | -3,013 | -4,671 | |
Our equity in earnings (loss) entity | -2,754 | -3,836 | |
Ashford Inc. [Member] | |||
Real Estate Properties [Line Items] | |||
Total revenue | 13,118 | 2,312 | |
Total operating expenses | -21,502 | -11,110 | |
Operating income | -8,384 | -8,798 | |
Income tax expense | -1,454 | -15 | |
Net income (loss) | -9,838 | -8,813 | |
Loss from consolidated entities attributable to noncontrolling interest | 763 | 0 | |
Noncontrolling Interest in Net Income (Loss) Operating Partnerships, Redeemable | -21 | 0 | |
Net income (loss) attributable to the Company | -9,054 | -8,813 | |
Our equity in earnings (loss) entity | ($2,741) | $0 |
Indebtedness_Details
Indebtedness (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Jan. 02, 2015 | Mar. 06, 2015 | Mar. 25, 2015 | Feb. 25, 2015 | |
Debt Instrument [Line Items] | ||||||
Indebtedness | $3,387,623,000 | 1,954,103,000 | ||||
Long-term debt, gross of premium | 3,383,431,000 | 1,954,103,000 | ||||
Unamortized premium on Long-term debt | 4,192,000 | 0 | ||||
London Interbank Offered Rate (LIBOR) Rate | 0.18% | 0.17% | ||||
Amortization of debt premium | -127,000 | |||||
Mortgage loan 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | |||||
Indebtedness | 0 | 211,000,000 | ||||
Face amount of debt | 211,000,000 | |||||
Mortgage loan 1 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | 6.40% | |||||
Mortgage loan 1 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument description of variable rate basis | LIBOR | |||||
Basis spread on variable rate | 6.15% | |||||
Mortgage loan 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 10 | |||||
Interest Rate | 5.22% | |||||
Indebtedness | 0 | 145,278,000 | ||||
Face amount of debt | 145,300,000 | |||||
Mortgage Loan 3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 8 | 8 | ||||
Interest Rate | 5.70% | 5.70% | ||||
Indebtedness | 92,203,000 | 92,772,000 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Mortgage loan 4 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | 5 | ||||
Interest Rate | 5.53% | 5.53% | ||||
Indebtedness | 104,692,000 | 105,164,000 | ||||
Mortgage loan 5 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | 5 | ||||
Interest Rate | 5.53% | 5.53% | ||||
Indebtedness | 75,207,000 | 75,546,000 | ||||
Mortgage Loan 6 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | 5 | ||||
Debt instrument description of variable rate basis | LIBOR | LIBOR | ||||
Basis spread on variable rate | 4.75% | 4.75% | ||||
Indebtedness | 200,000,000 | 200,000,000 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Mortgage loan 7 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 7 | 7 | ||||
Debt instrument description of variable rate basis | LIBOR | LIBOR | ||||
Basis spread on variable rate | 4.35% | 4.35% | ||||
Indebtedness | 301,000,000 | 301,000,000 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Mortgage Loan 8 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | 5 | ||||
Debt instrument description of variable rate basis | LIBOR | LIBOR | ||||
Basis spread on variable rate | 4.38% | 4.38% | ||||
Indebtedness | 62,900,000 | 62,900,000 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Mortgage loan 9 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | 1 | ||||
Debt instrument description of variable rate basis | LIBOR | LIBOR | ||||
Basis spread on variable rate | 4.20% | 4.20% | ||||
Indebtedness | 37,500,000 | 37,500,000 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Mortgage loan 10 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 8 | |||||
Debt instrument description of variable rate basis | LIBOR | |||||
Basis spread on variable rate | 4.95% | |||||
Indebtedness | 376,800,000 | 0 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Face amount of debt | 376,800,000 | |||||
Mortgage Loan 11 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 24 | |||||
Debt instrument description of variable rate basis | LIBOR | |||||
Basis spread on variable rate | 4.39% | |||||
Indebtedness | 1,070,560,000 | 0 | ||||
Number of extension options | 4 | |||||
Term of mortgage loan extension option | 1 year | |||||
Face amount of debt | 1,070,000,000 | |||||
Mortgage loan 12 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | |||||
Debt instrument description of variable rate basis | LIBOR | |||||
Basis spread on variable rate | 4.95% | |||||
Indebtedness | 33,300,000 | 0 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Mortgage loan 13 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | 5 | ||||
Interest Rate | 5.95% | 5.95% | ||||
Indebtedness | 111,463,000 | 111,869,000 | ||||
Number of extension options | 3 | |||||
Term of mortgage loan extension option | 1 year | |||||
Mortgage loan 14 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | 5 | ||||
Interest Rate | 5.95% | 5.95% | ||||
Indebtedness | 100,188,000 | 100,552,000 | ||||
Mortgage Loan 15 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 5 | 5 | ||||
Interest Rate | 5.95% | 5.95% | ||||
Indebtedness | 152,447,000 | 153,002,000 | ||||
Mortgage loan 16 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 7 | 7 | ||||
Interest Rate | 5.95% | 5.95% | ||||
Indebtedness | 121,940,000 | 122,384,000 | ||||
Mortgage loan 17 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | |||||
Interest Rate | 4.38% | |||||
Indebtedness | 99,343,000 | 0 | ||||
Face amount of debt | 99,300,000 | |||||
Mortgage loan 18 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 2 | |||||
Interest Rate | 4.44% | |||||
Indebtedness | 108,646,000 | 0 | ||||
Face amount of debt | 108,600,000 | |||||
Mortgage Loan 19 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | 1 | ||||
Debt instrument description of variable rate basis | LIBOR | LIBOR | ||||
Basis spread on variable rate | 3.75% | 3.75% | ||||
Indebtedness | 5,524,000 | 5,525,000 | ||||
Mortgage Loan 20 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | 1 | ||||
Interest Rate | 6.26% | 6.26% | ||||
Indebtedness | 99,509,000 | 99,780,000 | ||||
Mortgage Loan 21 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | 1 | ||||
Interest Rate | 5.49% | 5.49% | ||||
Indebtedness | 10,636,000 | 10,673,000 | ||||
Mortgage Loan 22 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | 1 | ||||
Interest Rate | 5.49% | 5.49% | ||||
Indebtedness | 7,288,000 | 7,313,000 | ||||
Mortgage Loan 23 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 1 | 1 | ||||
Interest Rate | 4.99% | 4.99% | ||||
Indebtedness | 6,819,000 | 6,845,000 | ||||
Mortgage Loan 24 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 3 | 3 | ||||
Interest Rate | 5.20% | 5.20% | ||||
Indebtedness | 67,520,000 | 67,520,000 | ||||
Mortgage Loan 25 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 2 | 2 | ||||
Interest Rate | 4.85% | 4.85% | ||||
Indebtedness | 12,500,000 | 12,500,000 | ||||
Mortgage Loan 26 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 3 | 3 | ||||
Interest Rate | 4.90% | 4.90% | ||||
Indebtedness | 24,980,000 | 24,980,000 | ||||
Mortgage Loan 27 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 3 | |||||
Interest Rate | 4.45% | |||||
Indebtedness | 54,813,000 | 0 | ||||
Face amount of debt | 54,800,000 | |||||
Mortgage Loan 28 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 2 | |||||
Interest Rate | 4.45% | |||||
Indebtedness | 24,461,000 | 0 | ||||
Face amount of debt | 24,500,000 | |||||
Mortgage Loan 29 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateral (in hotels) | 2 | |||||
Interest Rate | 4.45% | |||||
Indebtedness | 21,192,000 | 0 | ||||
Face amount of debt | 21,200,000 | |||||
Mortgage Loans Twenty-Seven Through Twenty-Nine [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 100,500,000 | |||||
Refinanced Mortgage Loan 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 477,300,000 | |||||
Repurchased face amount | 356,300,000 | |||||
Memphis Marriott [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 33,300,000 | |||||
Percent of voting interest acquired | 100.00% | |||||
Memphis Marriott [Member] | Mortgage loan 12 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 33,300,000 | |||||
PIM Highland JV [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $907,600,000 | |||||
Percent of voting interest acquired | 28.26% | |||||
PIM Highland JV [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percent of voting interest acquired | 28.26% |
Income_Loss_Per_Share_Summary_
Income (Loss) Per Share (Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net income (loss) allocated to common stockholders: | ||
Net income (loss) attributable to the Company | $321,496 | ($2,391) |
Net income (loss) attributable to the Company | 321,496 | -2,388 |
Less: Dividends on preferred stocks | -8,490 | -8,490 |
Income allocated to unvested restricted shares | -2,035 | 0 |
Undistributed income (loss) | 298,842 | -20,594 |
Distributed and undistributed income (loss) from continuing operations - basic | 310,806 | -10,965 |
Add back: Income from continuing operations allocated to operating partnership units | 45,336 | 0 |
Distributed and undistributed net income (loss) - diluted | -356,142 | 10,965 |
Income from discontinued operations allocated to common stockholders: | ||
Income from discontinued operations | 0 | 3 |
Weighted average shares outstanding: | ||
Weighted average common shares outstanding - basic | 95,539 | 81,690 |
Effect of assumed conversion of operating partnership units | 18,373 | 0 |
Weighted average common shares outstanding – diluted | 113,912 | 81,690 |
Basic income (loss) per share: | ||
Income (loss) from continuing operations attributable to common stockholders | $3.25 | ($0.13) |
Income from discontinued operations allocated to common stockholders per share | $0 | $0 |
Net income (loss) allocated to common stockholders per share | $3.25 | ($0.13) |
Diluted loss per share: | ||
Income (loss) from continuing operations attributable to common stockholders | $3.13 | ($0.13) |
Income from discontinued operations attributable to common stockholders | $0 | $0 |
Net income (loss) allocated to common stockholders per share | $3.13 | ($0.13) |
Retained Earnings [Member] | ||
Net income (loss) allocated to common stockholders: | ||
Net income (loss) attributable to the Company | 321,496 | |
Common Stock | ||
Net income (loss) allocated to common stockholders: | ||
Less: Dividends | -11,964 | -9,629 |
Effect of unvested restricted shares | ||
Net income (loss) allocated to common stockholders: | ||
Less: Dividends | ($165) | ($84) |
Income_Loss_Per_Share_Summary_1
Income (Loss) Per Share (Summary of Computation of Diluted Income Per Share) (Details 1) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net income (loss) allocated to common stockholders is not adjusted for: | ||
Income allocated to unvested restricted shares | ($2,035) | $0 |
Net income (loss) attributable to noncontrolling interest in operating partnership units | -877 | |
Total | 2,200 | -793 |
Weighted average diluted shares are not adjusted for: | ||
Effect of unvested restricted shares/assumed conversion of operating partnership units, Total | 432 | 19,460 |
Effect of unvested restricted shares | ||
Net income (loss) allocated to common stockholders is not adjusted for: | ||
Income allocated to unvested restricted shares | $2,200 | $84 |
Weighted average diluted shares are not adjusted for: | ||
Effect of unvested restricted shares/assumed conversion of operating partnership units, Total | 432 | 144 |
Effect of assumed conversion of operating partnership units | ||
Weighted average diluted shares are not adjusted for: | ||
Effect of unvested restricted shares/assumed conversion of operating partnership units, Total | 0 | 19,316 |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Feb. 27, 2015 | Aug. 31, 2011 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Long-term Debt | $3,387,623,000 | $1,954,103,000 | |||
Unrealized loss on derivatives | -1,698,000 | -347,000 | |||
Derivative assets, net | 917,000 | 182,000 | |||
Interest Rate Cap One [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate, lower range | 2.50% | ||||
Strike rate, higher range | 3.00% | ||||
Payments of Derivative Issuance Costs | 1,300,000 | ||||
Notional amount of swap transactions | 1,500,000,000 | ||||
Interest Rate Cap Two [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate, higher range | 2.25% | ||||
Payments of Derivative Issuance Costs | 216,000 | ||||
Notional amount of swap transactions | 200,000,000 | ||||
Credit Default Swaps [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional amount of swap transactions | 45,000,000 | 100,000,000 | |||
Derivative Upfront Cost | 1,600,000 | 8,200,000 | |||
Total exposure | 1,800,000 | ||||
Change in market value of credit default swap | 250,000 | ||||
Unrealized loss on derivatives | -680,000 | -226,000 | |||
Investment Derivatives [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative assets, net | 1,202,000 | 654,000 | |||
Derivative liabilities | 1,047,000 | 997,000 | |||
Marketable Securities and Other [Member] | Credit Default Swaps [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net credit default of swap asset (liability) | 503,000 | -184,000 | |||
Mortgage Loans Ten Through Twelve [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Long-term Debt | 1,480,660,000 | ||||
Mortgage Loan 6 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Long-term Debt | $200,000,000 | $200,000,000 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Fair value consideration threshold for transfer in/out of level 3 | 10.00% | |
Lower Uptrend in the LIBOR interest rate | 0.18% | |
Higher Uptrend in the LIBOR interest rate | 1.31% | |
Derivative expense related to credit default swaps | $57,000 | $21,000 |
Change in fair values of interest rate derivatives | $0 |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Derivative Assets: | ||
Derivative assets, net | $917 | $182 |
Fair Value Measurements Recurring [Member] | ||
Non-derivative Assets: | ||
Assets, fair value disclosure, Total | 73,344 | 63,399 |
Non-derivative liabilities | ||
Liabilities, fair value disclosure, Total | -12,771 | -6,201 |
Assets and liabilities, fair value disclosure | 60,573 | 57,198 |
Fair Value Measurements Recurring [Member] | Equity Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 53,155 | 57,941 |
Non-derivative liabilities | ||
Non-derivative Liabilities: | -1,427 | |
Fair Value Measurements Recurring [Member] | Equity Securities [Member] | Short [Member] | ||
Non-derivative liabilities | ||
Non-derivative Liabilities: | -17 | |
Fair Value Measurements Recurring [Member] | U.S. Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 18,070 | 4,622 |
Fair Value Measurements Recurring [Member] | Margin Account Balance [Member] | ||
Non-derivative liabilities | ||
Non-derivative Liabilities: | -10,297 | -5,003 |
Fair Value Measurements Recurring [Member] | Interest Rate Derivatives [Member] | Not Designated As Hedging Instrument [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 414 | 182 |
Fair Value Measurements Recurring [Member] | Call Option [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 267 | 1 |
Fair Value Measurements Recurring [Member] | Call Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | -694 | -781 |
Fair Value Measurements Recurring [Member] | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 503 | |
Derivative Liabilities: | ||
Derivative liabilities | -184 | |
Fair Value Measurements Recurring [Member] | Put Option [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 935 | 653 |
Fair Value Measurements Recurring [Member] | Put Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | -353 | -216 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | ||
Non-derivative Assets: | ||
Assets, fair value disclosure, Total | 72,427 | 63,217 |
Non-derivative liabilities | ||
Liabilities, fair value disclosure, Total | -12,771 | -6,017 |
Assets and liabilities, fair value disclosure | 59,656 | 57,200 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Equity Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 53,155 | 57,941 |
Non-derivative liabilities | ||
Non-derivative Liabilities: | -1,427 | |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Equity Securities [Member] | Short [Member] | ||
Non-derivative liabilities | ||
Non-derivative Liabilities: | -17 | |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | U.S. Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 18,070 | 4,622 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Margin Account Balance [Member] | ||
Non-derivative liabilities | ||
Non-derivative Liabilities: | -10,297 | -5,003 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Interest Rate Derivatives [Member] | Not Designated As Hedging Instrument [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Call Option [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 267 | 1 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Call Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | -694 | -781 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | |
Derivative Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Put Option [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 935 | 653 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Put Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | -353 | -216 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Non-derivative Assets: | ||
Assets, fair value disclosure, Total | 1,745 | 182 |
Non-derivative liabilities | ||
Liabilities, fair value disclosure, Total | 0 | 379 |
Assets and liabilities, fair value disclosure | 1,745 | 561 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 0 | |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Equity and U.S Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 0 | |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Margin Account Balance [Member] | ||
Non-derivative liabilities | ||
Non-derivative Liabilities: | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Derivatives [Member] | Not Designated As Hedging Instrument [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 414 | 182 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Call Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 1,331 | |
Derivative Liabilities: | ||
Derivative liabilities | 379 | |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Put and Call Options [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Put Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Non-derivative Assets: | ||
Assets, fair value disclosure, Total | 0 | 0 |
Non-derivative liabilities | ||
Liabilities, fair value disclosure, Total | 0 | 0 |
Assets and liabilities, fair value disclosure | 0 | 0 |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 0 | |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Equity and U.S Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 0 | |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Margin Account Balance [Member] | ||
Non-derivative liabilities | ||
Non-derivative Liabilities: | 0 | |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Interest Rate Derivatives [Member] | Not Designated As Hedging Instrument [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Call Option [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | |
Derivative Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Put and Call Options [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | |
Fair Value Measurements Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Put Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | ||
Non-derivative Assets: | ||
Assets, fair value disclosure, Total | -828 | 0 |
Non-derivative liabilities | ||
Liabilities, fair value disclosure, Total | 0 | -563 |
Assets and liabilities, fair value disclosure | -828 | -563 |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | U.S. Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 0 | |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | Equity and U.S Treasury Securities [Member] | ||
Non-derivative Assets: | ||
Non-derivative assets | 0 | |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | Margin Account Balance [Member] | ||
Non-derivative liabilities | ||
Non-derivative Liabilities: | 0 | 0 |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | Interest Rate Derivatives [Member] | Not Designated As Hedging Instrument [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | Call Option [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | Call Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | -828 | |
Derivative Liabilities: | ||
Derivative liabilities | -563 | |
Fair Value Measurements Recurring [Member] | Counterparty and Cash Collateral Netting [Member] | Put Option [Member] | Short [Member] | ||
Derivative Liabilities: | ||
Derivative liabilities | $0 |
Fair_Value_Measurements_Effect
Fair Value Measurements (Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized loss on derivatives | ($1,698) | ($347) |
Unrealized gain (loss) on marketable securities | -1,802 | 1 |
Credit Default Swaps [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized loss on derivatives | -680 | -226 |
Fair Value Measurements Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Liabilities | 577 | 757 |
Unrealized loss on derivatives | -1,698 | -347 |
Unrealized gain (loss) on marketable securities | -1,802 | 1 |
Realized gain (loss) on marketable securities | 4,077 | 1,103 |
Gain or (Loss) Recognized in income, Net | 577 | 757 |
Reclassified from Accumulated OCI into Interest Expense, Liabilities | 0 | 71 |
Reclassified from Accumulated OCI into Interest Expense, Net | 0 | 71 |
Fair Value Measurements Recurring [Member] | Interest Rate Derivatives [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized loss on derivatives | -1,018 | -121 |
Reclassified from Accumulated OCI into Interest Expense, Net | 0 | 71 |
Fair Value Measurements Recurring [Member] | Credit Default Swaps [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized loss on derivatives | -680 | -226 |
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | Put Option [Member] | Short [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Liabilities | 595 | 4 |
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | Call Option [Member] | Short [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Liabilities | 579 | 391 |
Fair Value Measurements Recurring [Member] | Non-Derivative Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Liabilities | 1,138 | 395 |
Reclassified from Accumulated OCI into Interest Expense, Liabilities | 0 | 0 |
Fair Value Measurements Recurring [Member] | Non-Derivative Liabilities [Member] | Equity Securities [Member] | Short [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Liabilities | -36 | 0 |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | Interest Rate Derivatives [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | -1,018 | -121 |
Reclassified from Accumulated OCI into Interest Expense, Assets | 0 | 71 |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | Credit Default Swaps [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | -737 | -247 |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | Put Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | -1,290 | -462 |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | 80 | -50 |
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | -561 | 362 |
Reclassified from Accumulated OCI into Interest Expense, Assets | 0 | 71 |
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member] | Equity - American Depositary Receipts [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | -65 | 0 |
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member] | Equity Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | 2,063 | 948 |
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | $406 | $294 |
Summary_of_Fair_Value_of_Finan2
Summary of Fair Value of Financial Instruments (Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |||
Financial assets and liabilities measured at fair value: | |||
Marketable securities, Carrying value | $72,427 | $63,217 | |
Marketable securities, Estimated fair value | 72,427 | 63,217 | |
Derivative assets, Carrying value | 917 | 182 | |
Derivative assets, Estimated fair value | 917 | 182 | |
Liabilities associated with investments in securities and other, Carrying value | 12,771 | 6,201 | |
Liabilities associated with marketable securities, Fair value | 12,771 | 6,201 | |
Financial assets not measured at fair value: | |||
Cash and cash equivalents, Carrying value | 355,727 | 215,063 | |
Cash and cash equivalents, Estimated fair value | 355,727 | 215,063 | |
Restricted cash, Carrying value | 143,043 | 85,830 | |
Restricted cash, Estimated fair value | 143,043 | 85,830 | |
Accounts receivable, Carrying value | 52,512 | 22,399 | |
Accounts receivable, Estimated fair value | 52,512 | 22,399 | |
Notes receivable, Carrying value | 3,599 | 3,553 | |
Due from affiliates, Carrying value | 0 | 3,473 | |
Due from affiliates, Estimated fair value | 0 | 3,473 | |
Due from Ashford Prime OP, net, Carrying value | 335 | 896 | |
Due from Ashford Prime OP, net, Estimated fair value | 335 | 896 | |
Due from related parties, Carrying value | 1,922 | 0 | |
Due from related party, Fair value | 1,922 | 0 | |
Due from third-party hotel managers, Carrying value | 39,047 | 12,241 | |
Due from third party hotel managers, Estimated fair value | 39,047 | 12,241 | |
Financial liabilities not measured at fair value: | |||
Indebtedness | 3,387,623 | 1,954,103 | |
Accounts payable and accrued expenses, Carrying value | 131,890 | 71,118 | |
Accounts payable and accrued expenses, Estimated fair value | 131,890 | 71,118 | |
Dividends payable, Carrying value | 23,346 | 21,889 | 20,890 |
Dividends payable, Estimated fair value | 23,346 | 21,889 | |
Due to Ashford Inc., net, Carrying value | 9,120 | 8,202 | |
Due to Ashford Inc. Fair Value Disclosure | 9,120 | 8,202 | |
Due to related party, net, Carrying value | 0 | 1,867 | |
Due to related party, net, Estimated fair value | 0 | 1,867 | |
Due to third-party hotel managers, Carrying value | 1,529 | 1,640 | |
Due to third-party hotel managers, Estimated fair value | 1,529 | 1,640 | |
Minimum [Member] | |||
Financial assets not measured at fair value: | |||
Notes receivable, Estimated fair value | 3,117 | 3,049 | |
Financial liabilities not measured at fair value: | |||
Indebtedness, Estimated fair value | 3,267,372 | 1,905,801 | |
Maximum [Member] | |||
Financial assets not measured at fair value: | |||
Notes receivable, Estimated fair value | 3,445 | 3,370 | |
Financial liabilities not measured at fair value: | |||
Indebtedness, Estimated fair value | $3,611,305 | $2,106,413 |
Summary_of_Fair_Value_of_Finan3
Summary of Fair Value of Financial Instruments (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets | 90 days | |
Notes receivable | $3,599,000 | $3,553,000 |
Carrying value of total indebtedness of continuing operations | $3,400,000,000 | $2,000,000,000 |
Minimum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | -13.40% | -14.20% |
Total indebtedness fair value variance from carrying value (as a percent) | 96.50% | 97.50% |
Maximum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | -4.30% | -5.20% |
Total indebtedness fair value variance from carrying value (as a percent) | 106.60% | 107.80% |
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interests in Operating Partnership (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 12, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Common unit percentage worth of common stock share | 93.00% | 93.00% | 94.00% | ||
Redemption value adjustment | $52,659,000 | ||||
Cash distributions declared | 21,888,000 | 20,734,000 | |||
Ashford Inc. [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Special distribution, conversion ratio, shares of Common Stock | 87 | ||||
Special distribution, maximum percentage of shares available for conversion for Unitholders | 99.00% | ||||
Special distribution, conversion ratio, units | 55 | ||||
Shares in investment held (in shares) | 598,000 | 598,000 | |||
Partnership Interest [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common units Converted | 150,000 | ||||
Class B Common Units [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Dividend rate common units, year one to three | 6.82% | ||||
Dividend rate common units, after year three | 7.20% | ||||
Long Term Incentive Plan [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common partnership unit per converted Long-Term Incentive Plan unit | 1 | ||||
LTIP units issued | 8,700,000 | 8,700,000 | |||
Value of units which had not reached full economic parity with the common units | 660,000 | ||||
Compensation expense | 100,000 | 3,900,000 | |||
Unamortized value of LTIP unit | 5,800,000 | 5,800,000 | |||
Long Term Incentive Plan [Member] | Partnership Interest [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interests in operating partnership | 165,600,000 | 165,600,000 | 177,100,000 | ||
Ownership by non-controlling owners | 12.38% | 12.38% | 13.01% | ||
Redemption value adjustment | 115,700,000 | 169,300,000 | |||
Allocated net income (loss) to redeemable noncontrolling interests | 45,300,000 | -900,000 | |||
Cash distributions declared | 2,700,000 | 2,700,000 | |||
Long Term Incentive Plan [Member] | Minimum [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Vesting period | 3 years | ||||
Long Term Incentive Plan [Member] | Maximum [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Vesting period | 5 years | ||||
Long Term Incentive Plan [Member] | OP Units Converted [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Fair value of common units converted | $1,500,000 | $1,500,000 |
Equity_and_EquityBased_Compens1
Equity and Equity-Based Compensation (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 10, 2015 | Jan. 29, 2015 | Dec. 31, 2014 | Jan. 30, 2015 | |
Class of Stock [Line Items] | ||||||
Dividends declared per common share (in dollars per share) | $0.12 | $0.12 | ||||
Dividends annualized target (in dollars per share) | $0.48 | |||||
Noncontrolling interests in consolidated entities | $775,000 | $800,000 | ||||
Income (loss) from consolidated joint ventures attributable to noncontrolling interests | -25,000 | -27,000 | ||||
Ownership by parent | 15.00% | 15.00% | ||||
Majority Owned Properties [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of hotel properties with JV interests | 2 | 2 | ||||
Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Equity-based compensation | 100,000 | 600,000 | ||||
Restricted stock unamortized cost | 9,600,000 | |||||
Maximum [Member] | Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Amortized period | 3 years | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuances of stock (in shares) | 1,029,000 | 9,500,000 | ||||
Share price (in dollars per share) | $10.65 | $10.65 | ||||
Proceeds from issuance of stock, before underwriting discount and other expenses | $101,200,000 | |||||
Additional shares authorized for purchase (in shares) | 1,425,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of preferred stock shares | 8.55% | 8.55% | ||||
Dividends declared per preferred share (in dollars per share) | $0.53 | $0.53 | ||||
Series D Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of preferred stock shares | 8.45% | 8.45% | ||||
Dividends declared per preferred share (in dollars per share) | $0.53 | $0.53 | ||||
Series E Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of preferred stock shares | 9.00% | 9.00% | ||||
Dividends declared per preferred share (in dollars per share) | $0.56 | $0.56 |
Commitments_and_Contingencies_
Commitments and Contingencies (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2006 | |
Potential Pension Liabilities [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Unfunded pension liabilities at acquisition | $0 | |||||
Net amount of pension payments on settlement agreement paid by hotel manager | 84,000 | |||||
Term of Pension Liability | 20 years | |||||
Unfunded pension liabilities amount received by the Hotel Manager on the loss of suit | 1,700,000 | |||||
Monthly pension payments | 100,000 | |||||
Accrued unfunded pension liabilities | 1,600,000 | 1,600,000 | ||||
Litigation [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Damages awarded | 10,800,000 | |||||
Interest on litigation award | 24,000 | 707,000 | ||||
Total litigation expense | 11,900,000 | |||||
Loss contingency accrual | 400,000 | |||||
Restricted Cash [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Escrow reserve for capital improvements as percentage of gross revenues, Minimum | 3.00% | |||||
Escrow reserve for capital improvements as percentage of gross revenues, Maximum | 6.00% | |||||
Franchise Fees [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Franchisor royalty fees percent of gross room revenue, minimum | 2.50% | 2.50% | ||||
Franchisor royalty fees percent of gross room revenue, Maximum | 6.00% | 6.00% | ||||
Marketing reservation and other fees, Minimum | 1.00% | 1.00% | ||||
Marketing reservation and other fees, Maximum | 6.00% | 6.00% | ||||
Franchise fees incurred | 11,900,000 | 8,900,000 | ||||
Management Fees [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Payment of monthly property management fees, Minimum | $10,000 | |||||
Property management fee as percentage of gross revenue used if greater than $10,000 (CPI adjusted since 2003) | 3.00% | |||||
Property management fee as percentage of gross revenue, Minimum | 1.50% | |||||
Property management fee as percentage of gross revenue, Maximum | 7.00% | |||||
Portion of project management fees to project costs | 4.00% |
Segment_Reporting_Details
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2015 | |
segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | ||||
Feb. 06, 2015 | Apr. 17, 2015 | Apr. 29, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
room | |||||
Subsequent Event [Line Items] | |||||
Investments in hotel properties, net | $3,953,983,000 | $2,128,611,000 | |||
Number of rooms owned | 25,579 | ||||
Lakeway Resort [Member] | |||||
Subsequent Event [Line Items] | |||||
Consideration transferred | 33,500,000 | ||||
Subsequent Event [Member] | Lakeway Resort [Member] | |||||
Subsequent Event [Line Items] | |||||
Face amount of debt | 25,100,000 | ||||
Debt instrument description of variable rate basis | LIBOR | ||||
Basis spread on variable rate | 5.10% | ||||
Number of extension options | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Subsequent Event [Member] | Gainesville Hampton [Member] | |||||
Subsequent Event [Line Items] | |||||
Consideration transferred | $25,300,000 | ||||
Number of rooms owned | 124 |