Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ASHFORD HOSPITALITY TRUST INC | |
Entity Central Index Key | 1,232,582 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 97,438,253 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Investments in hotel properties, net | $ 4,152,741 | $ 4,160,563 |
Cash and cash equivalents | 306,670 | 347,091 |
Restricted cash | 165,262 | 144,014 |
Marketable securities | 50,382 | 53,185 |
Accounts receivable, net of allowance of $586 and $690, respectively | 59,740 | 44,629 |
Inventories | 4,494 | 4,530 |
Investment in unconsolidated entities | 7,724 | 58,779 |
Deferred costs, net | 2,834 | 2,846 |
Prepaid expenses | 24,668 | 17,578 |
Derivative assets, net | 1,884 | 3,614 |
Other assets | 13,627 | 11,718 |
Intangible assets, net | 10,032 | 10,061 |
Due from related party, net | 1,392 | 0 |
Due from third-party hotel managers | 18,583 | 13,348 |
Assets held for sale | 0 | 19,588 |
Total assets | 4,822,618 | 4,891,544 |
Liabilities: | ||
Indebtedness, net | 3,720,040 | 3,723,559 |
Accounts payable and accrued expenses | 156,388 | 126,986 |
Dividends and distributions payable | 25,786 | 24,765 |
Unfavorable management contract liabilities | 1,035 | 1,380 |
Due to related party, net | 0 | 1,001 |
Due to third-party hotel managers | 2,667 | 2,714 |
Intangible liabilities, net | 16,106 | 16,195 |
Derivative liabilities, net | 198 | 0 |
Other liabilities | 17,439 | 16,548 |
Liabilities related to assets held for sale | 0 | 37,047 |
Total liabilities | 3,955,409 | 3,966,399 |
Commitments and contingencies (note 13) | ||
Redeemable noncontrolling interests in operating partnership | 111,273 | 132,768 |
Equity: | ||
Common stock, $0.01 par value, 200,000,000 shares authorized, 97,019,295 and 96,376,827 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 970 | 964 |
Additional paid-in capital | 1,763,675 | 1,764,450 |
Accumulated deficit | (1,009,656) | (974,015) |
Total stockholders’ equity of the Company | 755,211 | 791,621 |
Noncontrolling interests in consolidated entities | 725 | 756 |
Total equity | 755,936 | 792,377 |
Total liabilities and equity | 4,822,618 | 4,891,544 |
Ashford Prime OP [Member] | ||
Assets | ||
Due from affiliates, net | 6 | 0 |
Liabilities: | ||
Due to affiliate, net | 0 | 488 |
AQUA U.S. Fund [Member] | ||
Assets | ||
Due from affiliates, net | 2,579 | 0 |
Ashford Inc. [Member] | ||
Liabilities: | ||
Due to affiliate, net | 15,750 | 15,716 |
Series A Cumulative Preferred Stock, 1,657,206 shares issued and outstanding at March 31, 2017 and December 31, 2016 | ||
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, 2017 and December 31, 2016 | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 95 | 95 |
Series F Cumulative Preferred Stock, 4,800,000 shares issued and outstanding at March 31, 2017 and December 31, 2016 | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | 48 | 48 |
Series G Cumulative Preferred Stock, 6,200,000 shares issued and outstanding at March 31, 2017 and December 31, 2016 | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | $ 62 | $ 62 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts receivable | $ 586 | $ 690 |
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) | 97,019,295 | 96,376,827 |
Common stock, shares outstanding (in shares) | 97,019,295 | 96,376,827 |
Series A Preferred Stock [Member] | ||
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 Preferred Stock [Member] | ||
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 F Preferred Stock [Member] | ||
Preferred stock, shares issued (in shares) | 4,800,000 | 4,800,000 |
Preferred stock, shares outstanding (in shares) | 4,800,000 | 4,800,000 |
Series G Preferred Stock [Member] | ||
Preferred stock, shares issued (in shares) | 6,200,000 | 6,200,000 |
Preferred stock, shares outstanding (in shares) | 6,200,000 | 6,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | ||
Rooms | $ 276,705 | $ 290,615 |
Food and beverage | 62,850 | 63,055 |
Other hotel revenue | 13,766 | 13,709 |
Total hotel revenue | 353,321 | 367,379 |
Other | 388 | 393 |
Total revenue | 353,709 | 367,772 |
Hotel operating expenses: | ||
Rooms | 59,873 | 63,102 |
Food and beverage | 42,170 | 43,101 |
Other expenses | 111,733 | 113,137 |
Management fees | 12,826 | 13,695 |
Total hotel expenses | 226,602 | 233,035 |
Property taxes, insurance, and other | 18,333 | 18,612 |
Depreciation and amortization | 64,698 | 62,162 |
Impairment charges | 0 | (111) |
Transaction costs | 3 | 95 |
Advisory services fee | 10,641 | 10,903 |
Corporate, general, and administrative | 5,170 | 1,673 |
Total expenses | 325,447 | 326,369 |
Operating income (loss) | 28,262 | 41,403 |
Equity in earnings (loss) of unconsolidated entities | (763) | (3,585) |
Interest income | 208 | 63 |
Gain (loss) on sale of hotel properties | (83) | (114) |
Other income (expense) | (3,120) | (252) |
Interest expense and amortization of premiums and loan costs | (55,305) | (55,943) |
Write-off of loan costs and exit fees | (54) | 0 |
Unrealized gain (loss) on marketable securities | (3,346) | 0 |
Unrealized gain (loss) on derivatives | 1,418 | 6,918 |
Income (loss) before income taxes | (32,783) | (11,510) |
Income tax benefit (expense) | 846 | (629) |
Net income (loss) | (31,937) | (12,139) |
(Income) loss from consolidated entities attributable to noncontrolling interest | 31 | 38 |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 6,493 | 2,112 |
Net income (loss) attributable to the Company | (25,413) | (9,989) |
Preferred dividends | (10,956) | (8,490) |
Net income (loss) attributable to common stockholders | $ (36,369) | $ (18,479) |
Basic: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.39) | $ (0.20) |
Weighted average common shares outstanding – basic (in shares) | 94,840 | 94,136 |
Diluted: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.39) | $ (0.20) |
Weighted average common shares outstanding – diluted (in shares) | 94,136 | |
Dividends declared per common share (in dollars per share) | $ 0.12 | $ 0.12 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (31,937) | $ (12,139) |
Other comprehensive income (loss), net of tax: | ||
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive income (loss) | (31,937) | (12,139) |
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | 31 | 38 |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 6,493 | 2,112 |
Comprehensive income (loss) attributable to the Company | $ (25,413) | $ (9,989) |
Consolidated Statement of Equit
Consolidated Statement of Equity - 3 months ended Mar. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Series A Preferred Stock [Member] | Series D Preferred Stock [Member] | Series F Preferred Stock [Member] | Series G Preferred Stock [Member] | Common Stock | Preferred StockSeries A Preferred Stock [Member] | Preferred StockSeries D Preferred Stock [Member] | Preferred StockSeries F Preferred Stock [Member] | Preferred StockSeries G Preferred Stock [Member] | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated DeficitSeries A Preferred Stock [Member] | Accumulated DeficitSeries D Preferred Stock [Member] | Accumulated DeficitSeries F Preferred Stock [Member] | Accumulated DeficitSeries G Preferred Stock [Member] | Accumulated DeficitCommon Stock | Noncontrolling Interests In Consolidated Entities | Noncontrolling Interests in Operating Partnership |
Beginning balance, shares (in shares) at Dec. 31, 2016 | 1,657 | 9,469 | 4,800 | 6,200 | 96,377 | |||||||||||||||
Beginning balance, value at Dec. 31, 2016 | $ 792,377 | $ 17 | $ 95 | $ 48 | $ 62 | $ 964 | $ 1,764,450 | $ (974,015) | $ 756 | |||||||||||
Beginning balance, value at Dec. 31, 2016 | 132,768 | $ 132,768 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Purchases of common stock | (1,275) | $ (2) | (1,273) | |||||||||||||||||
Purchases of common shares (in shares) | (203) | |||||||||||||||||||
Equity-based compensation | 345 | 345 | ||||||||||||||||||
Equity-based compensation | 83 | |||||||||||||||||||
Forfeitures of restricted shares | 0 | |||||||||||||||||||
Forfeitures of restricted shares (in shares) | (18) | |||||||||||||||||||
Issuance of restricted shares/units, value | 0 | $ 8 | (8) | |||||||||||||||||
Issuance of restricted shares/units, value | 88 | |||||||||||||||||||
Issuance of restricted shares/units (in shares) | 843 | |||||||||||||||||||
Dividends | (11,438) | $ (886) | $ (5,000) | $ (2,212) | $ (2,858) | $ (11,741) | $ (11,438) | $ (886) | $ (5,000) | $ (2,212) | $ (2,858) | $ (11,741) | ||||||||
Distributions to noncontrolling interests | 0 | |||||||||||||||||||
Distributions to noncontrolling interests | (2,543) | |||||||||||||||||||
Redemption/conversion of operating partnership units | 161 | 161 | ||||||||||||||||||
Redemption/conversion of operating partnership units | (161) | |||||||||||||||||||
Redemption/conversion of operating partnership units (in shares) | 20 | |||||||||||||||||||
Redemption value adjustment | 12,469 | 12,469 | ||||||||||||||||||
Redemption value adjustment | (12,469) | |||||||||||||||||||
Income (loss) from continuing operations attributable to the Company | (25,413) | (25,413) | ||||||||||||||||||
Loss from consolidated entities attributable to noncontrolling interest | (31) | (31) | ||||||||||||||||||
Net income (loss) | (25,444) | |||||||||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (6,493) | |||||||||||||||||||
Ending balance, value at Mar. 31, 2017 | 755,936 | $ 17 | $ 95 | $ 48 | $ 62 | $ 970 | $ 1,763,675 | $ (1,009,656) | $ 725 | |||||||||||
Ending balance, shares (in shares) at Mar. 31, 2017 | 1,657 | 9,469 | 4,800 | 6,200 | 97,019 | |||||||||||||||
Ending balance, value at Mar. 31, 2017 | $ 111,273 | $ 111,273 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (31,937) | $ (12,139) |
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities: | ||
Depreciation and amortization | 64,698 | 62,162 |
Impairment charges | 0 | (111) |
Amortization of intangibles | (60) | (49) |
Amortization of deferred income | (114) | 0 |
Bad debt expense | 183 | 183 |
Deferred income tax (benefit) expense | (1,134) | 0 |
Equity in (earnings) loss of unconsolidated entities | 763 | 3,585 |
(Gain) loss on sale of hotel properties, net | 83 | 114 |
Realized and unrealized (gain) loss on marketable securities | 3,346 | 0 |
Purchases of marketable securities | (543) | 0 |
Net settlement of trading derivatives | 323 | (176) |
Payments for derivatives | 0 | (231) |
Realized and unrealized (gain) loss on derivatives | 1,885 | (6,918) |
Amortization of loan costs and premiums, write-off of loan costs and exit fees | 4,866 | 5,657 |
Equity-based compensation | 428 | 984 |
Changes in operating assets and liabilities, exclusive of effect of hotel acquisitions and dispositions of hotel properties: | ||
Accounts receivable and inventories | (12,827) | (13,709) |
Prepaid expenses and other assets | (7,273) | (11,891) |
Accounts payable and accrued expenses | 25,767 | 17,527 |
Due to/from related party | (2,551) | (3,256) |
Due to/from third-party hotel managers | (5,282) | 5,137 |
Due to/from Ashford Prime OP, net | (494) | 515 |
Due to/from Ashford Inc., net | (1,247) | 484 |
Other liabilities | 660 | 2,116 |
Net cash provided by (used in) operating activities | 39,540 | 49,984 |
Cash Flows from Investing Activities | ||
Investment in unconsolidated entity | (650) | (2,000) |
Proceeds from payments on note receivable | 0 | 60 |
Improvements and additions to hotel properties | (56,765) | (40,688) |
Net proceeds from sales of assets/properties | 17,325 | 2,484 |
Liquidation of AQUA U.S. Fund | 48,363 | 0 |
Payments for initial franchise fees | (75) | (30) |
Proceeds from property insurance | 190 | 33 |
Net cash provided by (used in) investing activities | 8,388 | (40,141) |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness | 0 | 37,500 |
Repayments of indebtedness | (43,441) | (3,625) |
Payments for loan costs and exit fees | (623) | (764) |
Payments for dividends and distributions | (24,219) | (22,676) |
Purchases of common stock | 6 | (1) |
Payments for derivatives | (280) | (73) |
Other | 88 | 61 |
Net cash provided by (used in) financing activities | (68,469) | 10,422 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (20,541) | 20,265 |
Cash, cash equivalents and restricted cash at beginning of period | 492,473 | 368,758 |
Cash, cash equivalents and restricted cash and at end of period | 471,932 | 389,023 |
Supplemental Cash Flow Information | ||
Interest paid | 50,110 | 48,809 |
Income taxes paid | 0 | 305 |
Supplemental Disclosure of Non-Cash Investing and Financing Activity | ||
Accrued but unpaid capital expenditures | 13,313 | 7,026 |
Common stock repurchase accrued but not paid | 1,281 | 740 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents at beginning of period | 347,091 | 215,078 |
Restricted cash at beginning of period | 144,014 | 153,680 |
Cash and cash equivalents at end of period | 306,670 | 226,877 |
Restricted cash at end of period | 165,262 | 162,146 |
Cash, cash equivalents and restricted cash at end of period | $ 492,473 | $ 368,758 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
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 full-service hotels in the upscale and upper-upscale segments in domestic and international markets that have revenue per available room (“RevPAR”) generally less than twice the national average, and in all methods including direct real estate, 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. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. As of March 31, 2017 , we owned interests in the following assets: • 121 consolidated hotel properties, including 119 directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 25,553 total rooms (or 25,526 net rooms excluding those attributable to our partners); • 86 hotel condominium units at WorldQuest Resort in Orlando, Florida; • a 29.7% ownership in Ashford Inc. common stock with a carrying value of $5.2 million ; and • a 15.35% ownership in OpenKey with a carrying value of $2.6 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, 2017 , our 121 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, 2017 , Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly owned by Mr. Monty J. Bennett, our Chairman, and Mr. Archie Bennett, Jr., our Chairman Emeritus, managed 82 of our 121 hotel properties and WorldQuest Resort. Third-party management companies managed the remaining hotel properties. On September 17, 2015, Remington Lodging and Ashford Inc. entered into an agreement pursuant to which Ashford Inc. will acquire all of the general partner interest and 80% of the limited partner interests in Remington Lodging. On April 12, 2016, Ashford Inc.’s stockholders approved the acquisition. On March 24, 2017, the agreement was terminated as Ashford Inc. was unsuccessful in receiving an acceptable private letter ruling from the Internal Revenue Service. The receipt of the private letter ruling was a condition to the closing of the transaction. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2016 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 . Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (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. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2017 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . The following acquisitions/dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Acquisition/Disposition Acquisition/Disposition Date 5-hotel portfolio (1) Various Disposition June 1, 2016 Hampton Inn & Suites Gainesville, FL Disposition September 1, 2016 SpringHill Suites Gaithersburg Gaithersburg, MD Disposition October 1, 2016 2-hotel portfolio (2) Palm Desert, CA Disposition October 7, 2016 Renaissance Portsmouth, Virginia Disposition February 1, 2017 Embassy Suites Syracuse, New York Disposition March 6, 2017 (1) The 5 -hotel portfolio is comprised of the Courtyard Edison in Edison, New Jersey; the Residence Inn Buckhead in Atlanta, Georgia; the Courtyard Lake Buena Vista, the Fairfield Inn Lake Buena Vista and the SpringHill Suites Lake Buena Vista in Orlando, Florida. (2) The 2 -hotel portfolio is comprised of the Courtyard and Residence Inn in Palm Desert, California. 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 4% to 6% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. We early adopted Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in recently adopted accounting standards below. 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, 2017 and 2016. Hotel Dispositions — 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 believe that individual dispositions of hotel properties do 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. Assets Held for Sale —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 that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. See note 4. Investments in Unconsolidated Entities —Investments in entities in which we have ownership interests ranging from 15.4% to 29.7% , at March 31, 2017, 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 in earnings (loss) in unconsolidated entities. No such impairment was recorded for the three months ended March 31, 2017 and 2016 . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE’s, 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. 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 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. Equity-Based Compensation —Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee” and “management fees” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and performance-based Long-Term Incentive Plan (“Performance LTIP”) units granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant. Recently Adopted Accounting Standards —In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result net cash provided by operating activities increased $5.3 million and net cash used in investing activities decreased $3.2 million in the three months ended March 31, 2016. Our beginning-of-period cash, cash equivalents and restricted cash increased $144.4 million and $153.7 million in 2017 and 2016, respectively. 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. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , which defers the effective date to fiscal periods beginning after December 15, 2017. The FASB has also issued additional updates that further clarify the requirements of Topic 606 and provide implementation guidance. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are in the initial stages of evaluating the effect of the standard on our consolidated financial statements, including as it pertains to accounting for real estate sales, and continue to evaluate the available transition methods. However, we have not yet selected a transition method. Based on our initial and ongoing assessment of ASU 2014-09, we do not currently believe there will be a material impact to the amount or timing of revenue recognition for rooms revenue, food and beverage revenue and other hotel revenue. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - Debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”) , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions). In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (ASU “2017-05”), which clarifies the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets and adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures. |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 December 31, 2016 Land $ 663,013 $ 663,013 Buildings and improvements 3,933,063 3,913,377 Furniture, fixtures, and equipment 428,784 434,091 Construction in progress 33,139 32,525 Condominium properties 11,612 11,558 Total cost 5,069,611 5,054,564 Accumulated depreciation (916,870 ) (894,001 ) Investments in hotel properties, net $ 4,152,741 $ 4,160,563 |
Hotel Dispositions and Assets H
Hotel Dispositions and Assets Held For Sale | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Dispositions and Assets Held For Sale | Hotel Dispositions and Assets Held For Sale On June 1, 2016, the Company sold the Noble Five Hotels, a 5 -hotel portfolio of select-service hotel properties for approximately $142.0 million in cash. The sale resulted in a gain of $22.8 million for the year ended December 31, 2016. The portfolio is comprised of the Courtyard Edison in Edison, New Jersey; the Residence Inn Buckhead in Atlanta, Georgia; the Courtyard Lake Buena Vista, the Fairfield Inn Lake Buena Vista and the SpringHill Suites Lake Buena Vista in Orlando, Florida. On September 1, 2016, the Company sold the Hampton Inn Gainesville for approximately $26.5 million in cash. The sale resulted in a gain of $1.6 million for the year ended December 31, 2016. On October 1, 2016, the Company sold the SpringHill Suites in Gaithersburg, Maryland for approximately $13.2 million . The consideration received from the sale was a combination of cash and approximately 2.0 million Class B common units of the Company’s operating partnership. The Class B operating partnership units were redeemed at a price of $5.74 per unit, or a price of $6.05 per common share after taking into account the current conversion factor. The Company also paid off approximately $10.4 million of debt associated with the hotel property. The sale resulted in a loss of $223,000 for the year ended December 31, 2016. On October 7, 2016, the Company sold the Courtyard and Residence Inn in Palm Desert, California for $36.0 million . The consideration received from the sale was a combination of cash and assumption of approximately $23.8 million of mortgage debt associated with the hotel properties. The sale resulted in a gain of $7.5 million for the year ended December 31, 2016. On February 1, 2017, the Company sold the Renaissance hotel in Portsmouth, Virginia (“Renaissance Portsmouth”) for approximately $9.2 million in cash. The sale resulted in a loss of $43,000 for the three months ended March 31, 2017 and is included in “gain (loss) on sale of hotel properties” in the consolidated statements of operations. The Company also paid off approximately $20.2 million of debt associated with the hotel property. See note 6. On March 6, 2017, the Company sold the Embassy Suites in Syracuse, New York (“Embassy Suites Syracuse”) for approximately $8.8 million in cash. The sale resulted in a loss of $40,000 for the three months ended March 31, 2017 and is included in “gain (loss) on sale of hotel properties” in the consolidated statements of operations. The Company also paid off approximately $20.6 million of debt associated with the hotel property. See note 6. We included the results of operations for these hotel properties through the date of disposition in net income (loss). The following table includes condensed financial information from these hotel properties in the consolidated statements of operations for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Total hotel revenue $ 1,592 $ 23,630 Total hotel operating expenses (1,769 ) (14,732 ) Operating income (loss) (177 ) 8,898 Property taxes, insurance and other (157 ) (1,020 ) Depreciation and amortization (51 ) (3,792 ) Gain (loss) on sale of hotel properties (83 ) (114 ) Interest expense and amortization of loan costs (483 ) (2,719 ) Write-off of loan costs and exit fees (54 ) — Net income (loss) (1,005 ) 1,253 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 155 (170 ) Net income (loss) attributable to the Company $ (850 ) $ 1,083 Assets Held For Sale At December 31, 2016 , the Renaissance Portsmouth and the Embassy Suites Syracuse were classified as held for sale in the consolidated balance sheet based on methodologies discussed in note 2. Since the sale of the properties did not represent a strategic shift that had (or will have had) a major effect on our operations or financial results, their results of operation were not reported as discontinued operations in the consolidated financial statements. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. On February 1, 2017 , we completed the sale of the Renaissance Portsmouth for approximately $9.2 million . On March 6, 2017 , we completed the sale of the Embassy Suites Syracuse for approximately $8.8 million . The major classes of assets and liabilities related to the assets held for sale included in the consolidated balance sheet at December 31, 2016 were as follows: December 31, 2016 Assets Investments in hotel properties, net $ 17,232 Cash and cash equivalents 976 Restricted cash 392 Accounts receivable 305 Inventories 96 Deferred costs, net 4 Prepaid expenses 309 Other assets 274 Assets held for sale $ 19,588 Liabilities Indebtedness, net $ 35,679 Accounts payable and accrued expenses 1,323 Due to related party, net 45 Liabilities related to assets held for sale $ 37,047 |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | Investment in Unconsolidated Entities Ashford Inc. We held approximately 598,000 shares of Ashford Inc. common stock, which represented an approximate 29.7% ownership interest in Ashford Inc. as of March 31, 2017 , with a fair value of $35.3 million . The following tables summarize the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 and the condensed consolidated statements of operations of Ashford Inc. and our equity in earnings (loss) for the three months ended March 31, 2017 and 2016 (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets (unaudited) March 31, 2017 December 31, 2016 Total assets $ 91,154 $ 129,797 Total liabilities $ 51,278 $ 38,168 Redeemable noncontrolling interests 1,671 1,480 Total stockholders’ equity of Ashford Inc. 37,877 37,377 Noncontrolling interests in consolidated entities 328 52,772 Total equity 38,205 90,149 Total liabilities and equity $ 91,154 $ 129,797 Our ownership interest in Ashford Inc. $ 5,165 $ 5,873 Ashford Inc. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2017 2016 Total revenue $ 13,013 $ 13,409 Total operating expenses (15,149 ) (13,921 ) Operating income (loss) (2,136 ) (512 ) Realized and unrealized gain (loss) on investment in unconsolidated entity, net — (1,460 ) Realized and unrealized gain (loss) on investments, net (75 ) (5,684 ) Other income (expense) 118 (102 ) Income tax benefit (expense) (630 ) (640 ) Net income (loss) (2,723 ) (8,398 ) (Income) loss from consolidated entities attributable to noncontrolling interests (25 ) 6,548 Net (income) loss attributable to redeemable noncontrolling interests 363 118 Net income (loss) attributable to Ashford Inc. $ (2,385 ) $ (1,732 ) Our equity in earnings (loss) of Ashford Inc. $ (708 ) $ (519 ) AQUA U.S. Fund The AQUA U.S. Fund was managed by Ashford Investment Management, LLC (“AIM”), an indirect subsidiary of Ashford Inc. As of March 31, 2017 and December 31, 2016 , and for the three months ended March 31, 2017 and 2016 , the AQUA U.S. Fund was consolidated by Ashford Inc. The AQUA U.S. Fund invested substantially all of its assets in the Ashford Quantitative Alternatives Master Fund, LP (the “Master Fund”), previously named the AIM Real Estate Hedged Equity Master Fund, LP, and as a consequence of our investment in the AQUA U.S. Fund, we obtained an indirect interest in the Master Fund. Our maximum exposure of loss is limited to our investment in the AQUA U.S. Fund. During the first quarter of 2017, we liquidated our investment in the AQUA U.S. Fund subject to a 5% hold back which is expected to be paid upon completion of the audit of the AQUA U.S. Fund’s financial statements, or sooner at the general partner’s discretion. As of March 31, 2017 , we had a receivable from the AQUA U.S. Fund of $2.6 million . The Master Fund generally invested in publicly traded equity securities and put and call options on publicly traded equity securities. The AQUA U.S. Fund recorded its investment in the Master Fund at its proportionate share of net assets. Income (loss) and distributions are allocated to the AQUA U.S. Fund’s partners based on their ownership percentage of the AQUA U.S. Fund. Our equity in loss in the AQUA U.S. Fund represented our share of the AQUA U.S. Fund’s loss for the three months ended March 31, 2017 and 2016 . We were not obligated to pay any portion of the management fee or the performance allocation in favor of the AQUA U.S. Fund’s investment manager and general partner, respectively, but did share pro rata in all other applicable expenses of the AQUA U.S. Fund. As of December 31, 2016 , we owned an approximate 96.6% ownership interest in the AQUA U.S. Fund. The following tables summarize the balance sheet as of December 31, 2016 and the statements of operations for the three months ended March 31, 2017 and 2016 of the AQUA U.S. Fund (in thousands): Ashford Quantitative Alternatives (U.S.), LP Condensed Balance Sheet (unaudited) December 31, 2016 Total assets $ 55,022 Total liabilities $ 2,311 Partners’ capital 52,711 Total liabilities and partners’ capital $ 55,022 Our ownership interest in the AQUA U.S. Fund $ 50,890 Ashford Quantitative Alternatives (U.S.), LP Condensed Statements of Operations (unaudited) Three Months Ended March 31, 2017 2016 Total investment income $ 97 $ 18 Net expenses 99 (189 ) Net investment income (loss) 196 (171 ) Net unrealized gain (loss) on investments 50 1,118 Net realized gain (loss) on investments (100 ) (6,801 ) Net income (loss) attributable to the AQUA U.S. Fund $ 146 $ (5,854 ) Our equity in earnings (loss) of the AQUA U.S. Fund $ 52 $ (3,066 ) OpenKey In 2016, the Company made investments totaling $2.3 million in OpenKey, which is controlled and consolidated by Ashford Inc., for a 13.3% ownership interest. On March 2, 2017, we invested an additional $650,000 . As of March 31, 2017 , the Company has made investments totaling $3.0 million , for a 15.35% ownership interest. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheet and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of March 31, 2017 , our ownership interest had a carrying value of $2.6 million . For the three months ended March 31, 2017 , our equity in earnings (loss) in the unconsolidated entity was a loss of $107,000 . For the three months ended March 31, 2016, our equity in earnings (loss) in the unconsolidated entity was immaterial. |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate March 31, 2017 December 31, 2016 Mortgage loan (2) 1 hotel April 2017 LIBOR (1) + 4.95% $ 33,300 $ 33,300 Mortgage loan (3) (4) (12) 23 hotels April 2017 LIBOR (1) + 4.39% 1,050,374 1,070,560 Mortgage loan (5) 1 hotel May 2017 LIBOR (1) + 5.10% 25,100 25,100 Mortgage loan (5) 1 hotel June 2017 LIBOR (1) + 5.10% 43,750 43,750 Mortgage loan 1 hotel June 2017 5.98% 15,654 15,729 Mortgage loan (5) 8 hotels July 2017 LIBOR (1) + 4.09% 144,000 144,000 Mortgage loan (5) 1 hotel July 2017 LIBOR (1) + 4.15% 35,200 35,200 Mortgage loan (5) 1 hotel July 2017 LIBOR (1) + 5.10% 40,500 40,500 Mortgage loan (6) (7) (13) 6 hotels August 2017 LIBOR (1) + 4.35% 280,421 301,000 Mortgage loan (6) 4 hotels August 2017 LIBOR (1) + 4.38% 52,530 52,530 Mortgage loan (8) 17 hotels December 2017 LIBOR (1) + 5.52% 412,500 412,500 Mortgage loan 1 hotel January 2018 4.38% 95,677 96,169 Mortgage loan 2 hotels January 2018 4.44% 104,511 105,047 Mortgage loan (9) 8 hotels January 2018 LIBOR (1) + 4.95% 376,800 376,800 Mortgage loan (10) 5 hotels February 2018 LIBOR (1) + 4.75% 200,000 200,000 Mortgage loan (11) 1 hotel August 2018 LIBOR (1) + 4.95% 12,000 12,000 Mortgage loan (8) 18 hotels October 2018 LIBOR (1) + 4.55% 450,000 450,000 Mortgage loan 1 hotel July 2019 4.00% 5,411 5,436 Mortgage loan 1 hotel November 2020 6.26% 96,446 96,873 Mortgage loan 1 hotel May 2023 5.46% 54,455 54,685 Mortgage loan 1 hotel January 2024 5.49% 10,336 10,378 Mortgage loan 1 hotel January 2024 5.49% 7,082 7,111 Mortgage loan 1 hotel May 2024 4.99% 6,613 6,641 Mortgage loan 3 hotels August 2024 5.20% 66,915 67,164 Mortgage loan 2 hotels August 2024 4.85% 12,380 12,427 Mortgage loan 3 hotels August 2024 4.90% 24,742 24,836 Mortgage loan 3 hotels February 2025 4.45% 52,982 53,293 Mortgage loan 2 hotels February 2025 4.45% 20,484 20,575 3,730,163 3,773,604 Premiums, net 2,989 3,523 Deferred loan costs, net (13,112 ) (17,889 ) $ 3,720,040 $ 3,759,238 Indebtedness related to assets held for sale (12) 1 hotel April 2017 LIBOR (1) + 4.39% — 16,080 Indebtedness related to assets held for sale (13) 1 hotel August 2017 LIBOR (1) + 4.35% — 19,599 Indebtedness, net $ 3,720,040 $ 3,723,559 ____________________________________ (1) LIBOR rates were 0.983% and 0.772% at March 31, 2017 and December 31, 2016 , respectively. (2) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in April 2017. (3) This mortgage loan has four one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in April 2017. (4) This mortgage loan had a $20.2 million pay down of principal related to the sale of the Renaissance Portsmouth that was sold on February 1, 2017. (5) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. (6) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in August 2016. (7) This mortgage loan had a $20.6 million pay down of principal related to the sale of the Embassy Suites Syracuse that was sold on March 6, 2017. (8) This mortgage loan has four one -year extension options, subject to satisfaction of certain conditions. (9) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in January 2017. (10) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions and a LIBOR floor of 0.20% . The second one -year extension period began in February 2017. (11) This mortgage loan has two one -year extension options, subject to satisfaction of certain conditions. (12) A portion of this loan at December 31, 2016 relates to the Renaissance Portsmouth that was sold on February 1, 2017. See note 4. (13) A portion of this loan at December 31, 2016 relates to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 4. On February 1, 2017, we repaid $20.2 million of principal on our mortgage loan partially secured by the Renaissance Portsmouth. This hotel property was sold on February 1, 2017. On March 6, 2017, we repaid $20.6 million of principal on our mortgage loan partially secured by the Embassy Suites Syracuse. This hotel property was sold on March 6, 2017. During the three months ended March 31, 2017 and 2016 , we recognized premium amortization of $534,000 and $521,000 , respectively. 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. We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related 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. As of March 31, 2017 , 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, 2017 | |
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, 2017 2016 Income (loss) allocated to common stockholders: Income (loss) attributable to the Company $ (25,413 ) $ (9,989 ) Less: Dividends on preferred stock (10,956 ) (8,490 ) Less: Dividends on common stock (11,438 ) (11,333 ) Less: Dividends on unvested performance stock units (98 ) (40 ) Less: Dividends on unvested restricted shares (205 ) (148 ) Undistributed income (loss) (48,110 ) (30,000 ) Add back: Dividends on common stock 11,438 11,333 Distributed and undistributed income (loss) - basic and diluted $ (36,672 ) $ (18,667 ) Weighted average shares outstanding: Weighted average common shares outstanding - basic 94,840 94,136 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.39 ) $ (0.20 ) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.39 ) $ (0.20 ) 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, 2017 2016 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 205 $ 148 Income (loss) allocated to unvested performance stock units 98 40 Income (loss) attributable to noncontrolling interest in operating partnership units (6,493 ) (2,112 ) Total $ (6,190 ) $ (1,924 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 117 127 Effect of unvested performance stock units 40 — Effect of assumed conversion of operating partnership units 17,265 19,043 Effect of incentive fee shares 300 — Total 17,722 19,170 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 3 Months Ended |
Mar. 31, 2017 | |
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 and our cash flows. The interest rate derivatives currently include interest rate caps and interest rate floors. These derivatives are subject to master netting settlement arrangements. To mitigate the nonperformance risk, we routinely use 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. During the three months ended March 31, 2017 , we entered into interest rate caps with notional amounts totaling $1.3 billion and strike rates ranging from 2.50% to 4.44% . These interest rate caps had effective dates from February 2017 to April 2017 , maturity dates from January 2018 to April 2018 , and a total cost of $280,000 . These instruments were not designated as cash flow hedges. During the three months ended March 31, 2016 , we entered into interest rate caps with notional amounts totaling $237.5 million and strike rates ranging from 2.25% to 4.50% . These interest rate caps had effective dates from February 2016 to March 2016 , maturity dates from February 2017 to December 2017 , and a total cost of $73,000 . These instruments were not designated as cash flow hedges. As of March 31, 2017 , we held interest rate caps with notional amounts totaling $3.1 billion and strike rates ranging from 1.50% to 4.45% . These instruments had maturity dates ranging from April 2017 to October 2018 . These instruments cap the interest rates on our mortgage loans with principal balances of $3.1 billion and maturity dates from April 2017 to February 2018 . As of March 31, 2017 , we held interest rate floors with notional amounts totaling $6.0 billion and strike rates ranging from (0.25)% to 0% . These instruments have maturity dates ranging from April 2020 to July 2020 . 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 $7.7 million as of March 31, 2017 . Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when the change in market value is over $250,000 . Options on Futures Contracts —During the three months ended March 31, 2016, we purchased options on Eurodollar futures for a total cost of $250,000 and maturity date of June 2017. There were no purchases during the three months ended March 31, 2017. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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 interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. These expected future cash flows are probability-weighted projections based on the contract terms, accounting for both the magnitude and likelihood of potential payments, which are both computed using the appropriate LIBOR forward curve and market implied volatilities as of the valuation date (Level 2 inputs). Fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. 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, 2017 , the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 0.983% to 1.904% 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 (1) Total March 31, 2017: Assets Derivative assets: Interest rate derivatives - floors $ — $ 721 $ — $ — $ 721 (2) Interest rate derivatives - caps — 3 — — 3 (2) Credit default swaps — 1,645 — (524 ) $ 1,121 (2) Options on futures contracts 39 — — — 39 (2) 39 2,369 — (524 ) 1,884 Non-derivative assets: Equity securities 50,382 — — — 50,382 (3) Total $ 50,421 $ 2,369 $ — $ (524 ) $ 52,266 Liabilities Derivative liabilities: Credit default swaps — 1,352 — (1,550 ) (198 ) (4) Net $ 50,421 $ 3,721 $ — $ (2,074 ) $ 52,068 December 31, 2016: Assets Derivative assets: Interest rate derivatives - floors $ — $ 2,358 $ — $ — $ 2,358 (2) Interest rate derivatives - caps — 24 — — 24 (2) Credit default swaps — 2,867 — (1,751 ) 1,116 (2) Options on futures contracts 116 — — — 116 (2) 116 5,249 — (1,751 ) 3,614 Non-derivative assets: Equity securities 53,185 — — — 53,185 (3) Total $ 53,301 $ 5,249 $ — $ (1,751 ) $ 56,799 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets, net” in the consolidated balance sheets. (3) Reported as “marketable securities” in the consolidated balance sheets. (4) Reported net as “derivative liabilities, net” in the consolidated balance sheets. 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, 2017 and 2016 (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2017 2016 Assets Derivative assets: Interest rate derivatives - floors $ (1,637 ) $ 7,701 Interest rate derivatives - caps (300 ) (337 ) Credit default swaps 82 (4) (485 ) (4) Options on futures contracts (78 ) 39 (1,933 ) 6,918 Non-derivative assets: Equity (3,346 ) — Total (5,279 ) 6,918 Liabilities Derivative liabilities: Credit default swaps 48 (4) — (4) Net (5,231 ) 6,918 Total combined Interest rate derivatives - floors $ (1,637 ) $ 7,701 Interest rate derivatives - caps (300 ) (337 ) Credit default swaps 3,120 (485 ) Options on futures contracts 235 39 Unrealized gain (loss) on derivatives 1,418 (1) 6,918 (1) Realized loss on credit default swaps (2,990 ) (2) (4) — Realized loss on options on futures contracts (313 ) (2) — Unrealized gain (loss) on marketable securities (3,346 ) (3) — Net $ (5,231 ) $ 6,918 ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in the consolidated statements of operations. (2) Included in “other income (expense)” in the consolidated statements of operations. (3) Included in “unrealized gain (loss) on marketable securities” in the consolidated statements of operations. (4) Excludes costs of $253 and $190 , included in “other income (expense)” for the three months ended March 31, 2017 and 2016 , respectively, associated with credit default swaps. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Marketable securities $ 50,382 $ 50,382 $ 53,185 $ 53,185 Derivative assets, net 1,884 1,884 3,614 3,614 Derivative liabilities, net 198 198 — — Financial assets not measured at fair value: Cash and cash equivalents (1) $ 306,670 $ 306,670 $ 348,067 $ 348,067 Restricted cash (1) 165,262 165,262 144,406 144,406 Accounts receivable, net (1) 59,740 59,740 44,934 44,934 Due from Ashford Prime OP, net 6 6 — — Due from AQUA U.S. Fund 2,579 2,579 — — Due from related party, net 1,392 1,392 — — Due from third-party hotel managers 18,583 18,583 13,348 13,348 Financial liabilities not measured at fair value: Indebtedness (1) $ 3,733,152 $3,543,119 to $3,916,077 $ 3,777,127 $3,600,691 to $3,979,713 Accounts payable and accrued expenses (1) 156,388 156,388 128,309 128,309 Dividends and distributions payable 25,786 25,786 24,765 24,765 Due to Ashford Inc., net 15,750 15,750 15,716 15,716 Due to Ashford Prime OP, net — — 488 488 Due to related party, net (1) — — 1,046 1,046 Due to third-party hotel managers 2,667 2,667 2,714 2,714 ____________________________________ (1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2016. Cash, cash equivalents, and restricted cash . These financial assets have maturities of less than 90 days and most bear interest at market rates. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. Accounts receivable, net, accounts payable and accrued expenses, dividends payable, due to/from Ashford Prime OP, due from AQUA U.S. Fund, due to/from related party, due to Ashford Inc. and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique. Derivative assets, net, and derivative liabilities, net. 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. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. Fair values of options on futures contracts are valued at their last reported settlement price as of the measurement date. See notes 2, 8 and 9 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 94.9% to 104.9% of the carrying value of $3.7 billion at March 31, 2017 and approximately 95.3% to 105.4% of the carrying value of $3.8 billion at December 31, 2016 . This is considered a Level 2 valuation technique. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 3 Months Ended |
Mar. 31, 2017 | |
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 unitholders 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. Beginning one year after issuance, each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. Ashford Trust 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. Each common unit and LTIP unit was worth approximately 95% and 96% of one share of our common stock at both March 31, 2017 and December 31, 2016 , respectively, as a result of the specific distribution characteristics to unitholders in the Ashford Inc. spin-off. 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. The compensation committee of the board of directors of the Company approved Performance LTIP units to certain executive officers, which have a three year cliff vesting. The award agreements provide for the grant of a maximum number of Performance LTIP units that will be settled in LTIPs or common units of the Ashford Trust OP, if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The actual number of units earned may be adjusted from 0% to 100% based on achievement of a specified relative total stockholder return and specified absolute total stockholder return, based on the formula determined by the Company’s Compensation Committee on the grant date. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature, and the Performance LTIP units were granted to non-employees. Compensation expense was a credit of $88,000 recorded for the three months ended March 31, 2017 . No compensation expense was recorded for the three months ended March 31, 2016. The Performance LTIP units unamortized fair value of $6.3 million at March 31, 2017 will be expensed over a period of 3.0 years. As of March 31, 2017 , we have issued a total of 11.8 million LTIP and Performance LTIP units, all of which, other than approximately 1.8 million ( 1.2 million of which are Performance LTIP units) and 660,000 units, issued in March 2017 and March 2015 , respectively, have reached full economic parity with, and are convertible into, common units. Expense of $171,000 and $348,000 was recognized for the three months ended March 31, 2017 and 2016, respectively, which was associated with LTIP and Performance 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. The fair value of the unrecognized cost of LTIP units, which was $6.6 million at March 31, 2017 , will be expensed over a period of 3.0 years. During the three months ended March 31, 2017 , approximately 21,000 common units with an aggregate fair value of approximately $161,000 were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption. During the three months ended March 31, 2016, no common units were redeemed. Redeemable noncontrolling interests, including vested LTIP units, in our operating partnership as of March 31, 2017 and December 31, 2016 , were $111.3 million and $132.8 million , respectively, which represent ownership of our operating partnership of 15.40% and 14.48% , respectively. The carrying value of redeemable noncontrolling interests as of March 31, 2017 and December 31, 2016 , included adjustments of $131.8 million and $144.3 million , respectively, to reflect the excess of the redemption value over the accumulated historical costs. Redeemable noncontrolling interests were allocated net loss of $6.5 million and $2.1 million for the three months ended March 31, 2017 and 2016, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $2.5 million and $2.9 million for the three months ended March 31, 2017 and 2016, respectively. |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation Common Stock Dividends —For each of the 2017 and 2016 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 2017 . Restricted Stock Units —Stock-based compensation expense of $415,000 and $636,000 was recognized for the three months ended March 31, 2017 and 2016, respectively, in connection with equity awards granted to employees of Ashford LLC and certain employees of Remington Lodging and is included in “advisory services fee” and “management fees,” respectively, in our consolidated statements of operations. At March 31, 2017 , the unamortized cost of the unvested shares of restricted stock was $10.7 million which will be amortized over a period of 3.0 years, subject to future mark to market adjustments, and had vesting schedules between February 2018 and March 2020 . Performance Stock Units —The compensation committee of the board of directors of the Company approved PSUs to certain executive officers, which have a three year cliff vesting. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The target number of PSUs may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return and specified absolute total stockholder return, based on the formula determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. Compensation expense was a credit of $71,000 recorded for the three months ended March 31, 2017 . No compensation expense was recorded for the three months ended March 31, 2016. The fair value of unrecognized cost of PSUs, which was $5.2 million at March 31, 2017 , will be expensed over a period of approximately 3.0 years. Preferred Dividends —During the three months ended March 31, 2017 , 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, $0.4609 per share for our 7.375% Series F preferred stock and $0.4609 per share for our 7.375% Series G preferred stock. During the three months ended March 31, 2016 , 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 $725,000 and $756,000 at March 31, 2017 and December 31, 2016 , respectively. Our ownership interest is reported in equity in the consolidated balance sheets. Noncontrolling interests in consolidated entities were allocated losses of $31,000 and $38,000 for the three months ended March 31, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 , escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 6% of gross revenues for capital improvements. Franchise Fees —Under franchise agreements for our hotel properties existing at March 31, 2017 , we pay franchisor royalty fees between 1% and 6% of gross rooms revenue and, in some cases, food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2017 and 2040 . 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. We incurred franchise fees of $16.4 million and $17.1 million for the three months ended March 31, 2017 and 2016, respectively. Franchise fees are included in “other” hotel expenses in the consolidated statements of operations. Management Fees —Under management agreements for our hotel properties existing at March 31, 2017 , 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 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) project management fees of up to 4% of project costs, c) market service fees including purchasing, design and construction management not to exceed 16.5% of project management budget cumulatively, including project management fees , and d) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from 2017 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 — We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2012 through 2016 remain subject to potential examination by certain federal and state taxing authorities. 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, if any, 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 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. A final judgment was entered and the landlord filed an appeal with the 4th District Court of Appeals in Florida. The parties agreed to table any hearings to establish attorney's fees until after the Court of Appeals decision. As a result of the jury verdict, we recorded the $10.8 million judgment, pre- and post-judgment interest of $707,000 and accrued a reasonable estimate of $400,000 of loss related to legal fees for the year ended December 31, 2014. For the year ended December 31, 2015, we recorded post-judgment interest of $95,000 . Oral argument for the appeal took place on May 31, 2016. In December 2016, the 4th District Court of Appeals issued a decision which affirmed the wrongful eviction judgment and reversed certain other judgments. The Court of Appeals also ruled that the plaintiff was entitled to pre-judgment interest on the wrongful eviction judgment. The decision reduced the original $10.8 million judgment to $8.8 million and added pre-judgment interest on the wrongful eviction judgment resulting in a total loss as of December 31, 2016, including the judgment and pre- and post-judgment interest, of $12.8 million , or $13.2 million including a reasonable estimate of $400,000 for legal fees, which is included in accounts payable and accrued expenses on our consolidated balance sheet. On January 11, 2017, we filed a motion for rehearing, rehearing en banc (meaning rehearing by the entire Appellate Court) as well as certification of the issues. On March 7, 2017, the Appellate Court denied our motions. On March 21, 2017, we filed our Notice to Invoke Discretionary Jurisdiction of the Florida Supreme Court and on April 10, 2017, we filed our Petitioners Brief on Jurisdiction. On April 18, 2017, Nantucket filed its Respondent’s Brief on Jurisdiction. The Florida Supreme Court review remains pending on jurisdictional briefs and, if discretionary jurisdiction is exercised, then full briefing and review on the merits will ensue. On May 5, 2017, the 4th District Court of Appeals issued its Mandate, which resulted in an estimated final judgment of approximately $14.4 million , including pre-judgment interest. The Company estimates post-judgment interest to be approximately $1.8 million and has increased its estimate of total loss related to reimbursement of the plaintiff’s legal fees to $800,000 , bringing the total amount of the recorded loss to approximately $17.0 million as of March 31, 2017. This resulted in an additional accrual in the three months ended March 31, 2017 of approximately $3.8 million .This matter remains under appeal, and there is no assurance that the ultimate resolution will not differ from the amount currently estimated by the Company. 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, 2017 | |
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 hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of March 31, 2017 and December 31, 2016 , all of our hotel properties were domestically located. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor, and as a result, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a quarterly base fee that is a percentage of our total market capitalization on a declining sliding scale plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.70% ), subject to a minimum quarterly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. Total market capitalization includes the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale are between 0.70% and 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . At March 31, 2017 , the quarterly base fee was 0.70% based on our current market capitalization. We are also required to pay Ashford LLC an incentive fee that is earned annually by Ashford LLC in each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group, subject to the FCCR Condition, as defined in the advisory agreement. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, insurance claims advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC 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. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2017 2016 Advisory services fee Base advisory fee $ 8,716 $ 8,540 Reimbursable expenses (1) 1,522 1,463 Equity-based compensation (2) 403 900 Total advisory services fee $ 10,641 $ 10,903 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. In 2016, the $4.0 million of key money consideration was invested in furniture, fixtures and equipment by Ashford Inc. to be used by Ashford Trust, which represented all of the key money consideration for Le Pavillon. The hotel advisory services and the lease are considered a multiple element arrangement, in accordance with the applicable accounting guidance. As such, a portion of the base advisory fee is allocated to lease expense equal to the estimated fair value of the lease payments that would have been made. As a result, $164,000 of advisory expense was allocated to lease expense and was included in “other” hotel expense in the consolidated statements of operations for the three months ended March 31, 2017 . No advisory expense was allocated to lease expense for the three months ended March 31, 2016. On January 19, 2017, AHT SMA, LP, a Delaware limited partnership and a wholly-owned subsidiary of Ashford Trust entered into an Investment Management Agreement (the “Agreement”) with Ashford Investment Management, LLC (“AIM”), a subsidiary of Ashford Inc., to manage all or a portion of Ashford Trust’s excess cash (the “Account”). Pursuant to the Agreement, the Company retained and appointed AIM as the investment manager for us. The Agreement will govern the relationship between Ashford Trust and AIM, as well as grant AIM certain rights, powers and duties to act on behalf of the Company. AIM will not be compensated by us for its services under the Agreement. We bear all costs and expenses of the establishment and ongoing maintenance of the Account as well as all costs and expenses of AIM. For the three months ended March 31, 2017 , investment management reimbursable expenses were $417,000 which are included in “corporate, general and administrative” expense in the consolidated statements of operations. At March 31, 2017 and December 31, 2016, we had payables of $15.8 million and $15.7 million , respectively, included in due to Ashford Inc., net, associated with the advisory services fee discussed above. In addition, at March 31, 2017 , we held a receivable from the AQUA U.S. Fund of $2.6 million , associated with the 5% hold back from the AQUA U.S. Fund. Certain employees of Remington Lodging, who perform work on behalf of Ashford Trust, were granted approximately 173,000 shares of restricted stock under the Ashford Trust Stock Plan in 2016. These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded as a component of “management fees” in our consolidated statements of operations. Expense of $25,000 and $84,000 was recognized for the three months ended March 31, 2017 and 2016, respectively. The unamortized fair value of these grants was $906,000 as of March 31, 2017 , which will be amortized over a period of 2.0 years. |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2016 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 . Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (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. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP. Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2017 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . The following acquisitions/dispositions affect reporting comparability of our consolidated financial statements: Hotel Property Location Acquisition/Disposition Acquisition/Disposition Date 5-hotel portfolio (1) Various Disposition June 1, 2016 Hampton Inn & Suites Gainesville, FL Disposition September 1, 2016 SpringHill Suites Gaithersburg Gaithersburg, MD Disposition October 1, 2016 2-hotel portfolio (2) Palm Desert, CA Disposition October 7, 2016 Renaissance Portsmouth, Virginia Disposition February 1, 2017 Embassy Suites Syracuse, New York Disposition March 6, 2017 (1) The 5 -hotel portfolio is comprised of the Courtyard Edison in Edison, New Jersey; the Residence Inn Buckhead in Atlanta, Georgia; the Courtyard Lake Buena Vista, the Fairfield Inn Lake Buena Vista and the SpringHill Suites Lake Buena Vista in Orlando, Florida. (2) The 2 -hotel portfolio is comprised of the Courtyard and Residence Inn in Palm Desert, California. |
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 4% to 6% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. We early adopted Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in recently adopted accounting standards below. |
Impairment of Investment in Hotel Properties and Assets Held for Sale | 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, 2017 and 2016. Assets Held for Sale —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 that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. See note 4. |
Hotel Dispositions | Hotel Dispositions — 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 believe that individual dispositions of hotel properties do 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. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities —Investments in entities in which we have ownership interests ranging from 15.4% to 29.7% , at March 31, 2017, 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 in earnings (loss) in unconsolidated entities. No such impairment was recorded for the three months ended March 31, 2017 and 2016 . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE’s, 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. |
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 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. |
Equity-Based Compensation | Equity-Based Compensation —Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee” and “management fees” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and performance-based Long-Term Incentive Plan (“Performance LTIP”) units granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result net cash provided by operating activities increased $5.3 million and net cash used in investing activities decreased $3.2 million in the three months ended March 31, 2016. Our beginning-of-period cash, cash equivalents and restricted cash increased $144.4 million and $153.7 million in 2017 and 2016, respectively. 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. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , which defers the effective date to fiscal periods beginning after December 15, 2017. The FASB has also issued additional updates that further clarify the requirements of Topic 606 and provide implementation guidance. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are in the initial stages of evaluating the effect of the standard on our consolidated financial statements, including as it pertains to accounting for real estate sales, and continue to evaluate the available transition methods. However, we have not yet selected a transition method. Based on our initial and ongoing assessment of ASU 2014-09, we do not currently believe there will be a material impact to the amount or timing of revenue recognition for rooms revenue, food and beverage revenue and other hotel revenue. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - Debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”) , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions). In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (ASU “2017-05”), which clarifies the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets and adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures. |
Investment in Hotel Propertie24
Investment in Hotel Properties, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 December 31, 2016 Land $ 663,013 $ 663,013 Buildings and improvements 3,933,063 3,913,377 Furniture, fixtures, and equipment 428,784 434,091 Construction in progress 33,139 32,525 Condominium properties 11,612 11,558 Total cost 5,069,611 5,054,564 Accumulated depreciation (916,870 ) (894,001 ) Investments in hotel properties, net $ 4,152,741 $ 4,160,563 |
Hotel Dispositions and Assets25
Hotel Dispositions and Assets Held For Sale (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups | The following table includes condensed financial information from these hotel properties in the consolidated statements of operations for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Total hotel revenue $ 1,592 $ 23,630 Total hotel operating expenses (1,769 ) (14,732 ) Operating income (loss) (177 ) 8,898 Property taxes, insurance and other (157 ) (1,020 ) Depreciation and amortization (51 ) (3,792 ) Gain (loss) on sale of hotel properties (83 ) (114 ) Interest expense and amortization of loan costs (483 ) (2,719 ) Write-off of loan costs and exit fees (54 ) — Net income (loss) (1,005 ) 1,253 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 155 (170 ) Net income (loss) attributable to the Company $ (850 ) $ 1,083 The major classes of assets and liabilities related to the assets held for sale included in the consolidated balance sheet at December 31, 2016 were as follows: December 31, 2016 Assets Investments in hotel properties, net $ 17,232 Cash and cash equivalents 976 Restricted cash 392 Accounts receivable 305 Inventories 96 Deferred costs, net 4 Prepaid expenses 309 Other assets 274 Assets held for sale $ 19,588 Liabilities Indebtedness, net $ 35,679 Accounts payable and accrued expenses 1,323 Due to related party, net 45 Liabilities related to assets held for sale $ 37,047 |
Investment in Unconsolidated 26
Investment in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables summarize the balance sheet as of December 31, 2016 and the statements of operations for the three months ended March 31, 2017 and 2016 of the AQUA U.S. Fund (in thousands): Ashford Quantitative Alternatives (U.S.), LP Condensed Balance Sheet (unaudited) December 31, 2016 Total assets $ 55,022 Total liabilities $ 2,311 Partners’ capital 52,711 Total liabilities and partners’ capital $ 55,022 Our ownership interest in the AQUA U.S. Fund $ 50,890 Ashford Quantitative Alternatives (U.S.), LP Condensed Statements of Operations (unaudited) Three Months Ended March 31, 2017 2016 Total investment income $ 97 $ 18 Net expenses 99 (189 ) Net investment income (loss) 196 (171 ) Net unrealized gain (loss) on investments 50 1,118 Net realized gain (loss) on investments (100 ) (6,801 ) Net income (loss) attributable to the AQUA U.S. Fund $ 146 $ (5,854 ) Our equity in earnings (loss) of the AQUA U.S. Fund $ 52 $ (3,066 ) The following tables summarize the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 and the condensed consolidated statements of operations of Ashford Inc. and our equity in earnings (loss) for the three months ended March 31, 2017 and 2016 (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets (unaudited) March 31, 2017 December 31, 2016 Total assets $ 91,154 $ 129,797 Total liabilities $ 51,278 $ 38,168 Redeemable noncontrolling interests 1,671 1,480 Total stockholders’ equity of Ashford Inc. 37,877 37,377 Noncontrolling interests in consolidated entities 328 52,772 Total equity 38,205 90,149 Total liabilities and equity $ 91,154 $ 129,797 Our ownership interest in Ashford Inc. $ 5,165 $ 5,873 Ashford Inc. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2017 2016 Total revenue $ 13,013 $ 13,409 Total operating expenses (15,149 ) (13,921 ) Operating income (loss) (2,136 ) (512 ) Realized and unrealized gain (loss) on investment in unconsolidated entity, net — (1,460 ) Realized and unrealized gain (loss) on investments, net (75 ) (5,684 ) Other income (expense) 118 (102 ) Income tax benefit (expense) (630 ) (640 ) Net income (loss) (2,723 ) (8,398 ) (Income) loss from consolidated entities attributable to noncontrolling interests (25 ) 6,548 Net (income) loss attributable to redeemable noncontrolling interests 363 118 Net income (loss) attributable to Ashford Inc. $ (2,385 ) $ (1,732 ) Our equity in earnings (loss) of Ashford Inc. $ (708 ) $ (519 ) |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Indebtedness | Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate March 31, 2017 December 31, 2016 Mortgage loan (2) 1 hotel April 2017 LIBOR (1) + 4.95% $ 33,300 $ 33,300 Mortgage loan (3) (4) (12) 23 hotels April 2017 LIBOR (1) + 4.39% 1,050,374 1,070,560 Mortgage loan (5) 1 hotel May 2017 LIBOR (1) + 5.10% 25,100 25,100 Mortgage loan (5) 1 hotel June 2017 LIBOR (1) + 5.10% 43,750 43,750 Mortgage loan 1 hotel June 2017 5.98% 15,654 15,729 Mortgage loan (5) 8 hotels July 2017 LIBOR (1) + 4.09% 144,000 144,000 Mortgage loan (5) 1 hotel July 2017 LIBOR (1) + 4.15% 35,200 35,200 Mortgage loan (5) 1 hotel July 2017 LIBOR (1) + 5.10% 40,500 40,500 Mortgage loan (6) (7) (13) 6 hotels August 2017 LIBOR (1) + 4.35% 280,421 301,000 Mortgage loan (6) 4 hotels August 2017 LIBOR (1) + 4.38% 52,530 52,530 Mortgage loan (8) 17 hotels December 2017 LIBOR (1) + 5.52% 412,500 412,500 Mortgage loan 1 hotel January 2018 4.38% 95,677 96,169 Mortgage loan 2 hotels January 2018 4.44% 104,511 105,047 Mortgage loan (9) 8 hotels January 2018 LIBOR (1) + 4.95% 376,800 376,800 Mortgage loan (10) 5 hotels February 2018 LIBOR (1) + 4.75% 200,000 200,000 Mortgage loan (11) 1 hotel August 2018 LIBOR (1) + 4.95% 12,000 12,000 Mortgage loan (8) 18 hotels October 2018 LIBOR (1) + 4.55% 450,000 450,000 Mortgage loan 1 hotel July 2019 4.00% 5,411 5,436 Mortgage loan 1 hotel November 2020 6.26% 96,446 96,873 Mortgage loan 1 hotel May 2023 5.46% 54,455 54,685 Mortgage loan 1 hotel January 2024 5.49% 10,336 10,378 Mortgage loan 1 hotel January 2024 5.49% 7,082 7,111 Mortgage loan 1 hotel May 2024 4.99% 6,613 6,641 Mortgage loan 3 hotels August 2024 5.20% 66,915 67,164 Mortgage loan 2 hotels August 2024 4.85% 12,380 12,427 Mortgage loan 3 hotels August 2024 4.90% 24,742 24,836 Mortgage loan 3 hotels February 2025 4.45% 52,982 53,293 Mortgage loan 2 hotels February 2025 4.45% 20,484 20,575 3,730,163 3,773,604 Premiums, net 2,989 3,523 Deferred loan costs, net (13,112 ) (17,889 ) $ 3,720,040 $ 3,759,238 Indebtedness related to assets held for sale (12) 1 hotel April 2017 LIBOR (1) + 4.39% — 16,080 Indebtedness related to assets held for sale (13) 1 hotel August 2017 LIBOR (1) + 4.35% — 19,599 Indebtedness, net $ 3,720,040 $ 3,723,559 ____________________________________ (1) LIBOR rates were 0.983% and 0.772% at March 31, 2017 and December 31, 2016 , respectively. (2) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in April 2017. (3) This mortgage loan has four one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in April 2017. (4) This mortgage loan had a $20.2 million pay down of principal related to the sale of the Renaissance Portsmouth that was sold on February 1, 2017. (5) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. (6) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in August 2016. (7) This mortgage loan had a $20.6 million pay down of principal related to the sale of the Embassy Suites Syracuse that was sold on March 6, 2017. (8) This mortgage loan has four one -year extension options, subject to satisfaction of certain conditions. (9) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions. The first one -year extension period began in January 2017. (10) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions and a LIBOR floor of 0.20% . The second one -year extension period began in February 2017. (11) This mortgage loan has two one -year extension options, subject to satisfaction of certain conditions. (12) A portion of this loan at December 31, 2016 relates to the Renaissance Portsmouth that was sold on February 1, 2017. See note 4. (13) A portion of this loan at December 31, 2016 relates to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 4. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 2016 Income (loss) allocated to common stockholders: Income (loss) attributable to the Company $ (25,413 ) $ (9,989 ) Less: Dividends on preferred stock (10,956 ) (8,490 ) Less: Dividends on common stock (11,438 ) (11,333 ) Less: Dividends on unvested performance stock units (98 ) (40 ) Less: Dividends on unvested restricted shares (205 ) (148 ) Undistributed income (loss) (48,110 ) (30,000 ) Add back: Dividends on common stock 11,438 11,333 Distributed and undistributed income (loss) - basic and diluted $ (36,672 ) $ (18,667 ) Weighted average shares outstanding: Weighted average common shares outstanding - basic 94,840 94,136 Basic income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.39 ) $ (0.20 ) Diluted income (loss) per share: Net income (loss) allocated to common stockholders per share $ (0.39 ) $ (0.20 ) |
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, 2017 2016 Income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 205 $ 148 Income (loss) allocated to unvested performance stock units 98 40 Income (loss) attributable to noncontrolling interest in operating partnership units (6,493 ) (2,112 ) Total $ (6,190 ) $ (1,924 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 117 127 Effect of unvested performance stock units 40 — Effect of assumed conversion of operating partnership units 17,265 19,043 Effect of incentive fee shares 300 — Total 17,722 19,170 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 (1) Total March 31, 2017: Assets Derivative assets: Interest rate derivatives - floors $ — $ 721 $ — $ — $ 721 (2) Interest rate derivatives - caps — 3 — — 3 (2) Credit default swaps — 1,645 — (524 ) $ 1,121 (2) Options on futures contracts 39 — — — 39 (2) 39 2,369 — (524 ) 1,884 Non-derivative assets: Equity securities 50,382 — — — 50,382 (3) Total $ 50,421 $ 2,369 $ — $ (524 ) $ 52,266 Liabilities Derivative liabilities: Credit default swaps — 1,352 — (1,550 ) (198 ) (4) Net $ 50,421 $ 3,721 $ — $ (2,074 ) $ 52,068 December 31, 2016: Assets Derivative assets: Interest rate derivatives - floors $ — $ 2,358 $ — $ — $ 2,358 (2) Interest rate derivatives - caps — 24 — — 24 (2) Credit default swaps — 2,867 — (1,751 ) 1,116 (2) Options on futures contracts 116 — — — 116 (2) 116 5,249 — (1,751 ) 3,614 Non-derivative assets: Equity securities 53,185 — — — 53,185 (3) Total $ 53,301 $ 5,249 $ — $ (1,751 ) $ 56,799 ____________________________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported net as “derivative assets, net” in the consolidated balance sheets. (3) Reported as “marketable securities” in the consolidated balance sheets. (4) Reported net as “derivative liabilities, net” in the consolidated balance sheets. |
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, 2017 and 2016 (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2017 2016 Assets Derivative assets: Interest rate derivatives - floors $ (1,637 ) $ 7,701 Interest rate derivatives - caps (300 ) (337 ) Credit default swaps 82 (4) (485 ) (4) Options on futures contracts (78 ) 39 (1,933 ) 6,918 Non-derivative assets: Equity (3,346 ) — Total (5,279 ) 6,918 Liabilities Derivative liabilities: Credit default swaps 48 (4) — (4) Net (5,231 ) 6,918 Total combined Interest rate derivatives - floors $ (1,637 ) $ 7,701 Interest rate derivatives - caps (300 ) (337 ) Credit default swaps 3,120 (485 ) Options on futures contracts 235 39 Unrealized gain (loss) on derivatives 1,418 (1) 6,918 (1) Realized loss on credit default swaps (2,990 ) (2) (4) — Realized loss on options on futures contracts (313 ) (2) — Unrealized gain (loss) on marketable securities (3,346 ) (3) — Net $ (5,231 ) $ 6,918 ____________________________________ (1) Reported as “unrealized gain (loss) on derivatives” in the consolidated statements of operations. (2) Included in “other income (expense)” in the consolidated statements of operations. (3) Included in “unrealized gain (loss) on marketable securities” in the consolidated statements of operations. (4) Excludes costs of $253 and $190 , included in “other income (expense)” for the three months ended March 31, 2017 and 2016 , respectively, associated with credit default swaps. |
Summary of Fair Value of Fina30
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Marketable securities $ 50,382 $ 50,382 $ 53,185 $ 53,185 Derivative assets, net 1,884 1,884 3,614 3,614 Derivative liabilities, net 198 198 — — Financial assets not measured at fair value: Cash and cash equivalents (1) $ 306,670 $ 306,670 $ 348,067 $ 348,067 Restricted cash (1) 165,262 165,262 144,406 144,406 Accounts receivable, net (1) 59,740 59,740 44,934 44,934 Due from Ashford Prime OP, net 6 6 — — Due from AQUA U.S. Fund 2,579 2,579 — — Due from related party, net 1,392 1,392 — — Due from third-party hotel managers 18,583 18,583 13,348 13,348 Financial liabilities not measured at fair value: Indebtedness (1) $ 3,733,152 $3,543,119 to $3,916,077 $ 3,777,127 $3,600,691 to $3,979,713 Accounts payable and accrued expenses (1) 156,388 156,388 128,309 128,309 Dividends and distributions payable 25,786 25,786 24,765 24,765 Due to Ashford Inc., net 15,750 15,750 15,716 15,716 Due to Ashford Prime OP, net — — 488 488 Due to related party, net (1) — — 1,046 1,046 Due to third-party hotel managers 2,667 2,667 2,714 2,714 ____________________________________ (1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2016. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2017 2016 Advisory services fee Base advisory fee $ 8,716 $ 8,540 Reimbursable expenses (1) 1,522 1,463 Equity-based compensation (2) 403 900 Total advisory services fee $ 10,641 $ 10,903 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. |
Organization and Description 32
Organization and Description of Business (Details) $ in Thousands | Mar. 31, 2017USD ($)roomunithotel | Dec. 31, 2016USD ($) | Sep. 17, 2015 |
Real Estate Properties [Line Items] | |||
Investment in unconsolidated entities | $ | $ 7,724 | $ 58,779 | |
Number of rooms owned | room | 25,553 | ||
Number of rooms owned, net of partnership interest | room | 25,526 | ||
OpenKey [Member] | |||
Real Estate Properties [Line Items] | |||
Ownership percentage | 15.35% | 13.30% | |
Investment in unconsolidated entities | $ | $ 2,600 | ||
Ashford Inc. [Member] | |||
Real Estate Properties [Line Items] | |||
Ownership percentage | 29.70% | ||
Investment in unconsolidated entities | $ | $ 5,165 | $ 5,873 | |
World Quest Resort [Member] | |||
Real Estate Properties [Line Items] | |||
Number of rooms owned | unit | 86 | ||
Subsidiaries [Member] | |||
Real Estate Properties [Line Items] | |||
Number of hotel properties | 121 | ||
Number of hotel properties managed by affiliates | 82 | ||
Ashford Inc. [Member] | Remington Lodging [Member] | |||
Real Estate Properties [Line Items] | |||
Percent of voting interest acquired | 80.00% | ||
Wholly Owned Properties [Member] | |||
Real Estate Properties [Line Items] | |||
Number of hotel properties | 119 | ||
Majority Owned Properties [Member] | |||
Real Estate Properties [Line Items] | |||
Number of hotel properties | 2 |
Significant Accounting Polici33
Significant Accounting Policies (Details) | 3 Months Ended | |||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Oct. 07, 2016hotel | Jun. 01, 2016hotel | Dec. 31, 2015USD ($) | |
Real Estate Properties [Line Items] | ||||||
Impairment charge for investments in hotel properties | $ 0 | $ 0 | ||||
Impairment charges of joint venture | 0 | 0 | ||||
Cash, cash equivalents and restricted cash | 471,932,000 | 389,023,000 | $ 492,473,000 | $ 368,758,000 | ||
Increase in net cash provided by operating activities | 39,540,000 | 49,984,000 | ||||
Decrease in net cash used in investing activities | $ (8,388,000) | 40,141,000 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Noble Five Hotels [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotel properties | hotel | 5 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Courtyard and Residence Inn in Palm Desert, California [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of hotel properties | hotel | 2 | |||||
Minimum [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Restricted cash reserves as percentage of property revenue | 4.00% | |||||
Maximum [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Restricted cash reserves as percentage of property revenue | 6.00% | |||||
OpenKey [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Ownership percentage | 15.35% | 13.30% | ||||
Ashford Inc. [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Ownership percentage | 29.70% | |||||
Accounting Standards Update 2016-18 [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Cash, cash equivalents and restricted cash | $ 144,400,000 | $ 153,700,000 | ||||
Increase in net cash provided by operating activities | 5,300,000 | |||||
Decrease in net cash used in investing activities | $ 3,200,000 |
Investment in Hotel Propertie34
Investment in Hotel Properties, net (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 663,013 | $ 663,013 |
Buildings and improvements | 3,933,063 | 3,913,377 |
Furniture, fixtures, and equipment | 428,784 | 434,091 |
Construction in progress | 33,139 | 32,525 |
Condominium properties | 11,612 | 11,558 |
Total cost | 5,069,611 | 5,054,564 |
Accumulated depreciation | (916,870) | (894,001) |
Investments in hotel properties, net | $ 4,152,741 | $ 4,160,563 |
Hotel Dispositions and Assets35
Hotel Dispositions and Assets Held For Sale (Details) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 06, 2017USD ($) | Feb. 01, 2017USD ($) | Oct. 07, 2016USD ($) | Oct. 01, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 01, 2016USD ($) | Jun. 01, 2016USD ($)hotel | Dec. 31, 2015USD ($) |
Assets | ||||||||||
Cash and cash equivalents | $ 976 | $ 0 | ||||||||
Restricted cash | 392 | $ 0 | ||||||||
Assets held for sale | $ 0 | 19,588 | ||||||||
Liabilities | ||||||||||
Liabilities related to assets held for sale | 0 | 37,047 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||||||
Condensed financial information | ||||||||||
Total hotel revenue | 1,592 | $ 23,630 | ||||||||
Total hotel operating expenses | (1,769) | (14,732) | ||||||||
Operating income (loss) | (177) | 8,898 | ||||||||
Property taxes, insurance and other | (157) | (1,020) | ||||||||
Depreciation and amortization | (51) | (3,792) | ||||||||
Gain (loss) on sale of hotel properties | (83) | (114) | ||||||||
Interest expense and amortization of loan costs | (483) | (2,719) | ||||||||
Write-off of loan costs and exit fees | (54) | 0 | ||||||||
Net income (loss) | (1,005) | 1,253 | ||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 155 | (170) | ||||||||
Net income (loss) attributable to the Company | (850) | $ 1,083 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Portsmouth, VA Renaissance [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration for disposal | $ 9,200 | |||||||||
Pay down of principal | $ 20,200 | |||||||||
Gain (loss) on disposal | (43) | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Syracuse NY Embassy Suites [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration for disposal | $ 8,800 | |||||||||
Pay down of principal | $ 20,600 | |||||||||
Gain (loss) on disposal | $ (40) | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Noble Five Hotels [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of hotel properties | hotel | 5 | |||||||||
Consideration for disposal | $ 142,000 | |||||||||
Gain (loss) on disposal | 22,800 | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites in Gaithersburg, Maryland [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration for disposal | $ 13,200 | |||||||||
Pay down of principal | $ 10,400 | |||||||||
Gain (loss) on disposal | (223) | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Palm Desert Hotels [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration for disposal | $ 36,000 | |||||||||
Pay down of principal | $ 23,800 | |||||||||
Gain (loss) on disposal | 7,500 | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Hampton Inn & Suites - Gainesville [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration for disposal | $ 26,500 | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Hampton Inn & Suites - Gainesville [Member] | Gain on Acquisition of PIM Highland JV [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain (loss) on disposal | 1,600 | |||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Renaissance Portsmouth and Embassy Suites Syracuse [Member] | ||||||||||
Assets | ||||||||||
Investments in hotel properties, net | 17,232 | |||||||||
Cash and cash equivalents | 976 | |||||||||
Restricted cash | 392 | |||||||||
Accounts receivable | 305 | |||||||||
Inventories | 96 | |||||||||
Deferred costs, net | 4 | |||||||||
Prepaid expenses | 309 | |||||||||
Other assets | 274 | |||||||||
Assets held for sale | 19,588 | |||||||||
Liabilities | ||||||||||
Indebtedness, net | 35,679 | |||||||||
Accounts payable and accrued expenses | 1,323 | |||||||||
Due to related party, net | 45 | |||||||||
Liabilities related to assets held for sale | $ 37,047 | |||||||||
Class B Common Units [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites in Gaithersburg, Maryland [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration for disposal (in shares) | shares | 2 | |||||||||
Consideration per unit (in dollars per share) | $ / shares | $ 5.74 | |||||||||
Consideration per share (in dollars per share) | $ / shares | $ 6.05 |
Investment in Unconsolidated 36
Investment in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 02, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Real Estate Properties [Line Items] | ||||
Investment cost | $ 650 | $ 2,000 | ||
Investment in unconsolidated entities | 7,724 | $ 58,779 | ||
Equity in loss of unconsolidated entities | $ 763 | 3,585 | ||
Ashford Inc. [Member] | ||||
Real Estate Properties [Line Items] | ||||
Shares in investment held (in shares) | 598,000 | |||
Ownership percentage | 29.70% | |||
Fair value of equity method investment | $ 35,300 | |||
Investment in unconsolidated entities | 5,165 | $ 5,873 | ||
Equity in loss of unconsolidated entities | 708 | 519 | ||
AQUA U.S. Fund [Member] | ||||
Real Estate Properties [Line Items] | ||||
Ownership percentage | 96.60% | |||
Investment in unconsolidated entities | $ 50,890 | |||
Equity in loss of unconsolidated entities | $ (52) | $ 3,066 | ||
OpenKey [Member] | ||||
Real Estate Properties [Line Items] | ||||
Ownership percentage | 15.35% | 13.30% | ||
Investment cost | $ 650 | $ 3,000 | $ 2,300 | |
Investment in unconsolidated entities | 2,600 | |||
Equity in loss of unconsolidated entities | $ 107 | |||
AQUA U.S. Fund [Member] | ||||
Real Estate Properties [Line Items] | ||||
Audit hold-back | 5.00% | |||
Due from affiliates, net | $ 2,579 | $ 0 |
Investment in Unconsolidated 37
Investment in Unconsolidated Entities (Summary of Balance Sheet) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Real Estate Properties [Line Items] | ||
Total assets | $ 4,822,618 | $ 4,891,544 |
Total liabilities | 3,955,409 | 3,966,399 |
Redeemable noncontrolling interests in operating partnership | 111,273 | 132,768 |
Total equity | 755,211 | 791,621 |
Noncontrolling interests in consolidated entities | 725 | 756 |
Total equity | 755,936 | 792,377 |
Total liabilities and equity | 4,822,618 | 4,891,544 |
Investment in unconsolidated entities | 7,724 | 58,779 |
Ashford Inc. [Member] | ||
Real Estate Properties [Line Items] | ||
Total assets | 91,154 | 129,797 |
Total liabilities | 51,278 | 38,168 |
Redeemable noncontrolling interests in operating partnership | 1,671 | 1,480 |
Total equity | 37,877 | 37,377 |
Noncontrolling interests in consolidated entities | 328 | 52,772 |
Total equity | 38,205 | 90,149 |
Total liabilities and equity | 91,154 | 129,797 |
Investment in unconsolidated entities | $ 5,165 | 5,873 |
AQUA U.S. Fund [Member] | ||
Real Estate Properties [Line Items] | ||
Total assets | 55,022 | |
Total liabilities | 2,311 | |
Partners' capital | 52,711 | |
Total liabilities and equity | 55,022 | |
Investment in unconsolidated entities | $ 50,890 |
Investment in Unconsolidated 38
Investment in Unconsolidated Entities (Summary of Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Real Estate Properties [Line Items] | ||
Total revenue | $ 353,709 | $ 367,772 |
Total operating expenses | (325,447) | (326,369) |
Operating income (loss) | 28,262 | 41,403 |
Unrealized gain (loss) on marketable securities | (3,346) | 0 |
Other income (expense) | (3,120) | (252) |
Income tax expense | 846 | (629) |
Net income (loss) | (31,937) | (12,139) |
Net (income) loss attributable to redeemable noncontrolling interests | 6,493 | 2,112 |
Net income (loss) attributable to the Company | (25,413) | (9,989) |
Equity in earnings (loss) of unconsolidated entities | (763) | (3,585) |
Ashford Inc. [Member] | ||
Real Estate Properties [Line Items] | ||
Total revenue | 13,013 | 13,409 |
Total operating expenses | (15,149) | (13,921) |
Operating income (loss) | (2,136) | (512) |
Realized and unrealized gain (loss) on investment in unconsolidated entity, net | 0 | (1,460) |
Unrealized gain (loss) on marketable securities | (75) | (5,684) |
Other income (expense) | 118 | (102) |
Income tax expense | (630) | (640) |
Net income (loss) | (2,723) | (8,398) |
(Income) loss from consolidated entities attributable to noncontrolling interests | (25) | 6,548 |
Net (income) loss attributable to redeemable noncontrolling interests | 363 | 118 |
Net income (loss) attributable to the Company | (2,385) | (1,732) |
Equity in earnings (loss) of unconsolidated entities | (708) | (519) |
AQUA U.S. Fund [Member] | ||
Real Estate Properties [Line Items] | ||
Total investment income | 97 | 18 |
Net expenses | 99 | (189) |
Net investment income (loss) | 196 | (171) |
Net unrealized gain (loss) on investments | 50 | 1,118 |
Net realized gain (loss) on investments | (100) | (6,801) |
Net income (loss) attributable to the Company | 146 | (5,854) |
Equity in earnings (loss) of unconsolidated entities | $ 52 | $ (3,066) |
Indebtedness (Details)
Indebtedness (Details) $ in Thousands | Mar. 06, 2017USD ($) | Feb. 01, 2017USD ($) | Mar. 31, 2017USD ($)extensionhotel | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Indebtedness, net | $ 3,720,040 | $ 3,723,559 | |||
London Interbank Offered Rate (LIBOR) Rate | 0.983% | 0.772% | |||
Amortization of debt premium | $ 534 | $ 521 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Portsmouth, VA Renaissance [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Indebtedness, net | $ 0 | $ 16,080 | |||
Pay down of principal | $ 20,200 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Syracuse NY Embassy Suites [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Indebtedness, net | $ 0 | 19,599 | |||
Pay down of principal | $ 20,600 | ||||
Mortgages [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 3,730,163 | 3,773,604 | |||
Premiums, net | 2,989 | 3,523 | |||
Deferred loan costs, net | (13,112) | (17,889) | |||
Deferred loan costs, net | 3,720,040 | 3,759,238 | |||
Indebtedness, net | $ 3,720,040 | 3,723,559 | |||
Mortgages [Member] | Mortgage Loan 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Long-term debt, gross | $ 33,300 | 33,300 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage Loan 1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
Mortgages [Member] | Mortgage Loan 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 23 | ||||
Long-term debt, gross | $ 1,050,374 | 1,070,560 | |||
Number of extension options | extension | 4 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage Loan 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.39% | ||||
Mortgages [Member] | Mortgage Loan 3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Long-term debt, gross | $ 25,100 | 25,100 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage Loan 3 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 5.10% | ||||
Mortgages [Member] | Mortgage loan 4 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Long-term debt, gross | $ 43,750 | 43,750 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage loan 4 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 5.10% | ||||
Mortgages [Member] | Mortgage loan 5 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 5.98% | ||||
Long-term debt, gross | $ 15,654 | 15,729 | |||
Mortgages [Member] | Mortgage Loan 6 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 8 | ||||
Long-term debt, gross | $ 144,000 | 144,000 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage Loan 6 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.09% | ||||
Mortgages [Member] | Mortgage Loan 7 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Long-term debt, gross | $ 35,200 | 35,200 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage Loan 7 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.15% | ||||
Mortgages [Member] | Mortgage Loan 8 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Long-term debt, gross | $ 40,500 | 40,500 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage Loan 8 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 5.10% | ||||
Mortgages [Member] | Mortgage loan 9 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 6 | ||||
Long-term debt, gross | $ 280,421 | 301,000 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage loan 9 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.35% | ||||
Mortgages [Member] | Mortgage loan 10 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 4 | ||||
Long-term debt, gross | $ 52,530 | 52,530 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage loan 10 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.38% | ||||
Mortgages [Member] | Mortgage Loan 11 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 17 | ||||
Long-term debt, gross | $ 412,500 | 412,500 | |||
Number of extension options | extension | 4 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage Loan 11 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 5.52% | ||||
Mortgages [Member] | Mortgage loan 12 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 4.38% | ||||
Long-term debt, gross | $ 95,677 | 96,169 | |||
Mortgages [Member] | Mortgage loan 13 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 2 | ||||
Interest Rate | 4.44% | ||||
Long-term debt, gross | $ 104,511 | 105,047 | |||
Mortgages [Member] | Mortgage loan 14 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 8 | ||||
Long-term debt, gross | $ 376,800 | 376,800 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage loan 14 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
Mortgages [Member] | Mortgage Loan 15 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 5 | ||||
Long-term debt, gross | $ 200,000 | 200,000 | |||
Number of extension options | extension | 3 | ||||
Term of mortgage loan extension option | 1 year | ||||
LIBOR floor | 0.20% | ||||
Mortgages [Member] | Mortgage Loan 15 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.75% | ||||
Mortgages [Member] | Mortgage loan 16 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Long-term debt, gross | $ 12,000 | 12,000 | |||
Number of extension options | extension | 2 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage loan 16 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
Mortgages [Member] | Mortgage loan 17 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 18 | ||||
Long-term debt, gross | $ 450,000 | 450,000 | |||
Number of extension options | extension | 4 | ||||
Term of mortgage loan extension option | 1 year | ||||
Mortgages [Member] | Mortgage loan 17 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.55% | ||||
Mortgages [Member] | Mortgage loan 18 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 4.00% | ||||
Long-term debt, gross | $ 5,411 | 5,436 | |||
Mortgages [Member] | Mortgage Loan 19 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 6.26% | ||||
Long-term debt, gross | $ 96,446 | 96,873 | |||
Mortgages [Member] | Mortgage Loan 20 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 5.46% | ||||
Long-term debt, gross | $ 54,455 | 54,685 | |||
Mortgages [Member] | Mortgage Loan 21 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 5.49% | ||||
Long-term debt, gross | $ 10,336 | 10,378 | |||
Mortgages [Member] | Mortgage Loan 22 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 5.49% | ||||
Long-term debt, gross | $ 7,082 | 7,111 | |||
Mortgages [Member] | Mortgage Loan 23 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 1 | ||||
Interest Rate | 4.99% | ||||
Long-term debt, gross | $ 6,613 | 6,641 | |||
Mortgages [Member] | Mortgage Loan 24 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 3 | ||||
Interest Rate | 5.20% | ||||
Long-term debt, gross | $ 66,915 | 67,164 | |||
Mortgages [Member] | Mortgage Loan 25 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 2 | ||||
Interest Rate | 4.85% | ||||
Long-term debt, gross | $ 12,380 | 12,427 | |||
Mortgages [Member] | Mortgage Loan 26 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 3 | ||||
Interest Rate | 4.90% | ||||
Long-term debt, gross | $ 24,742 | 24,836 | |||
Mortgages [Member] | Mortgage Loan 27 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 3 | ||||
Interest Rate | 4.45% | ||||
Long-term debt, gross | $ 52,982 | 53,293 | |||
Mortgages [Member] | Mortgage Loan 28 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral | hotel | 2 | ||||
Interest Rate | 4.45% | ||||
Long-term debt, gross | $ 20,484 | $ 20,575 |
Income (Loss) Per Share (Summar
Income (Loss) Per Share (Summary of Amounts Used in Calculating Basic and Diluted Earnings (Loss) Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income (loss) allocated to common stockholders: | ||
Income (loss) attributable to the Company | $ (25,413) | $ (9,989) |
Less: Dividends on preferred stock | (10,956) | (8,490) |
Less: Dividends | (11,438) | |
Undistributed income (loss) | (48,110) | (30,000) |
Distributed and undistributed income (loss) - basic and diluted | $ (36,672) | $ (18,667) |
Weighted average shares outstanding: | ||
Weighted average common shares outstanding – basic (in shares) | 94,840 | 94,136 |
Basic income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.39) | $ (0.20) |
Diluted income (loss) per share: | ||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.39) | $ (0.20) |
Performance Shares [Member] | ||
Income (loss) allocated to common stockholders: | ||
Less: Dividends | $ (98) | $ (40) |
Restricted Stock [Member] | ||
Income (loss) allocated to common stockholders: | ||
Less: Dividends | (205) | (148) |
Common Stock | ||
Income (loss) allocated to common stockholders: | ||
Less: Dividends | $ (11,438) | $ (11,333) |
Income (Loss) Per Share (Summ41
Income (Loss) Per Share (Summary of Computation of Diluted Income Per Share) (Details 1) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income (loss) attributable to noncontrolling interest in operating partnership units | $ (6,493) | $ (2,112) |
Total | $ (6,190) | $ (1,924) |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 17,722 | 19,170 |
Restricted Stock [Member] | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income allocated to unvested shares | $ 205 | $ 148 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 117 | 127 |
Redeemable Noncontrolling Interests In Operating Partnership [Member] | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 17,265 | 19,043 |
Performance Shares [Member] | ||
Income (loss) allocated to common stockholders is not adjusted for: | ||
Income allocated to unvested shares | $ 98 | $ 40 |
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 40 | 0 |
Incentive Fee Shares [Member] | ||
Weighted average diluted shares are not adjusted for: | ||
Antidilutive securities excluded (in shares) | 300 | 0 |
Derivative Instruments and He42
Derivative Instruments and Hedging (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Indebtedness, net | $ 3,720,040,000 | $ 3,723,559,000 | |
Interest Rate Floor [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate, higher range | 0.00% | ||
Strike rate | (0.25%) | ||
Credit Default Swaps [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total exposure | $ 7,700,000 | ||
Change in market value of credit default swap | $ 250,000 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Cap One [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate, lower range | 2.50% | ||
Strike rate, higher range | 4.44% | ||
Payments of derivative upfront costs | $ 280,000 | ||
Notional amount of swap transactions | $ 1,300,000,000 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Cap Two [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate, lower range | 1.50% | 2.25% | |
Strike rate, higher range | 4.45% | 4.50% | |
Payments of derivative upfront costs | $ 73,000 | ||
Notional amount of swap transactions | $ 3,100,000,000 | 237,500,000 | |
Not Designated as Hedging Instrument [Member] | Interest Rate Floor [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amount of swap transactions | 6,000,000,000 | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Payments of derivative upfront costs | $ 0 | $ 250,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |||
Fair value consideration threshold for transfer in/out of level 3 | 10.00% | ||
London Interbank Offered Rate (LIBOR) Rate | 0.983% | 0.772% | |
Higher interest rate on derivatives | 1.904% | ||
Derivative expense related to credit default swaps | $ 253 | $ 190 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative Assets: | ||
Derivative assets, net | $ 1,884 | $ 3,614 |
Derivative liabilities, net | (198) | 0 |
Fair Value Measurements Recurring [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 1,884 | 3,614 |
Counterparty and Cash Collateral Netting | (524) | (1,751) |
Assets, fair value disclosure | 52,266 | 56,799 |
Counterparty and Cash Collateral Netting | (2,074) | |
Net | 52,068 | |
Fair Value Measurements Recurring [Member] | Interest Rate Floor [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 721 | 2,358 |
Counterparty and Cash Collateral Netting | 0 | 0 |
Fair Value Measurements Recurring [Member] | Interest Rate Cap [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 3 | 24 |
Counterparty and Cash Collateral Netting | 0 | 0 |
Fair Value Measurements Recurring [Member] | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 1,121 | 1,116 |
Counterparty and Cash Collateral Netting | (524) | (1,751) |
Derivative liabilities, net | (198) | |
Counterparty and Cash Collateral Netting | (1,550) | |
Fair Value Measurements Recurring [Member] | Options on Futures Contracts [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 39 | 116 |
Counterparty and Cash Collateral Netting | 0 | 0 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) | ||
Derivative Assets: | ||
Derivative assets, net | 39 | 116 |
Assets, fair value disclosure | 50,421 | 53,301 |
Net | 50,421 | |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) | Interest Rate Floor [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) | Interest Rate Cap [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Derivative liabilities, net | 0 | |
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) | Options on Futures Contracts [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 39 | 116 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) | ||
Derivative Assets: | ||
Derivative assets, net | 2,369 | 5,249 |
Assets, fair value disclosure | 2,369 | 5,249 |
Net | 3,721 | |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) | Interest Rate Floor [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 721 | 2,358 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) | Interest Rate Cap [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 3 | 24 |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 1,645 | 2,867 |
Derivative liabilities, net | 1,352 | |
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) | Options on Futures Contracts [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Assets, fair value disclosure | 0 | 0 |
Net | 0 | |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) | Interest Rate Floor [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) | Interest Rate Cap [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) | Credit Default Swaps [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Derivative liabilities, net | 0 | |
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) | Options on Futures Contracts [Member] | ||
Derivative Assets: | ||
Derivative assets, net | 0 | 0 |
Equity Securities [Member] | Fair Value Measurements Recurring [Member] | ||
Derivative Assets: | ||
Counterparty and Cash Collateral Netting | 0 | 0 |
Assets, fair value disclosure | 50,382 | 53,185 |
Equity Securities [Member] | Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) | ||
Derivative Assets: | ||
Assets, fair value disclosure | 50,382 | 53,185 |
Equity Securities [Member] | Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) | ||
Derivative Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Equity Securities [Member] | Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) | ||
Derivative Assets: | ||
Assets, fair value disclosure | $ 0 | $ 0 |
Fair Value Measurements (Effect
Fair Value Measurements (Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | $ 1,418 | $ 6,918 |
Unrealized gain (loss) on marketable securities | (3,346) | 0 |
Fair Value Measurements Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 1,418 | 6,918 |
Unrealized gain (loss) on marketable securities | (3,346) | 0 |
Net | (5,231) | 6,918 |
Fair Value Measurements Recurring [Member] | Interest Rate Floor [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | (1,637) | 7,701 |
Fair Value Measurements Recurring [Member] | Interest Rate Cap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | (300) | (337) |
Fair Value Measurements Recurring [Member] | Credit Default Swaps [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 3,120 | (485) |
Realized loss on derivatives | (2,990) | 0 |
Fair Value Measurements Recurring [Member] | Options on Futures Contracts [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on derivatives | 235 | 39 |
Realized loss on derivatives | (313) | 0 |
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Liabilities | (5,231) | 6,918 |
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | Credit Default Swaps [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Liabilities | 48 | 0 |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | (1,933) | 6,918 |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | Interest Rate Floor [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | (1,637) | 7,701 |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | Interest Rate Cap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | (300) | (337) |
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 | 82 | (485) |
Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | Options on Futures Contracts [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain or (Loss) Recognized in income, Assets | (78) | 39 |
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 | (5,279) | 6,918 |
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 | $ (3,346) | $ 0 |
Summary of Fair Value of Fina46
Summary of Fair Value of Financial Instruments (Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Financial assets and liabilities measured at fair value: | ||||
Marketable securities, Carrying value | $ 50,382 | $ 53,185 | ||
Marketable securities, Estimated fair value | 50,382 | 53,185 | ||
Derivative assets, Carrying value | 1,884 | 3,614 | ||
Derivative assets, Estimated fair value | 1,884 | 3,614 | ||
Derivative liabilities, net | 198 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 306,670 | 347,091 | $ 226,877 | $ 215,078 |
Cash and cash equivalents, Estimated fair value | 306,670 | 348,067 | ||
Restricted cash, Carrying value | 165,262 | 144,014 | 162,146 | $ 153,680 |
Restricted cash, Estimated fair value | 165,262 | 144,406 | ||
Accounts receivable, Carrying value | 59,740 | 44,629 | ||
Accounts receivable, Estimated fair value | 59,740 | 44,934 | ||
Due from related party, net, Carrying value | 1,392 | 0 | ||
Due from related party, net, Estimated fair value | 1,392 | 0 | ||
Due from third-party hotel managers, Carrying value | 18,583 | 13,348 | ||
Due from third party hotel managers, Estimated fair value | 18,583 | 13,348 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 3,733,152 | |||
Accounts payable and accrued expenses, Carrying value | 156,388 | 126,986 | ||
Accounts payable and accrued expenses, Estimated fair value | 156,388 | 128,309 | ||
Dividends payable, Carrying value | 25,786 | 24,765 | $ 22,890 | |
Dividends payable, Estimated fair value | 25,786 | 24,765 | ||
Due to related party, net, Carrying value | 0 | 1,001 | ||
Due to related party, net, Estimated fair value | 0 | 1,046 | ||
Due to third-party hotel managers, Carrying value | 2,667 | 2,714 | ||
Due to third-party hotel managers, Estimated fair value | 2,667 | 2,714 | ||
Minimum [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 3,543,119 | 3,600,691 | ||
Maximum [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 3,916,077 | 3,979,713 | ||
Ashford Inc. [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Due to affiliate, net, Estimated fair value | 15,750 | 15,716 | ||
Due to Ashford Inc. Fair Value Disclosure | 15,750 | 15,716 | ||
Ashford Prime OP [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from affiliates, net, Carrying value | 6 | 0 | ||
Due from Ashford Prime OP, net, Estimated fair value | 6 | 0 | ||
Financial liabilities not measured at fair value: | ||||
Due to affiliate, net, Estimated fair value | 0 | 488 | ||
Due to Ashford Inc. Fair Value Disclosure | 0 | 488 | ||
AQUA U.S. Fund [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from affiliates, net, Carrying value | 2,579 | 0 | ||
Due from Ashford Prime OP, net, Estimated fair value | $ 2,579 | 0 | ||
Reported Value Measurement [Member] | ||||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 348,067 | |||
Restricted cash, Carrying value | 144,406 | |||
Accounts receivable, Carrying value | 44,934 | |||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 3,777,127 | |||
Accounts payable and accrued expenses, Carrying value | 128,309 | |||
Due to related party, net, Carrying value | $ 1,046 |
Summary of Fair Value of Fina47
Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Billions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets | 90 days | |
Carrying value of total indebtedness of continuing operations | $ 3.7 | $ 3.8 |
Minimum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 94.90% | 95.30% |
Maximum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total indebtedness fair value variance from carrying value (as a percent) | 104.90% | 105.40% |
Redeemable Noncontrolling Int48
Redeemable Noncontrolling Interests in Operating Partnership (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Redeemable Noncontrolling Interest [Line Items] | ||||
Common unit limited partnership interest period until redemption | 1 year | |||
Common unit limited partnership interest redemption for common stock (in shares) | 1 | |||
Common unit percentage worth of common stock share | 95.00% | 96.00% | ||
Redeemable noncontrolling interests in operating partnership | $ 111,273,000 | $ 132,768,000 | ||
Ownership by non-controlling owners | 15.00% | 15.00% | ||
Redemption value adjustment | $ 12,469,000 | |||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 6,493,000 | $ 2,112,000 | ||
Cash distributions declared | $ 24,219,000 | $ 22,676,000 | ||
Common Units [Member] | Partnership Interest [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Common units converted (in shares) | 21,000 | 0 | ||
Long Term Incentive Plan [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Common partnership unit per converted LTIP unit (in shares) | 1 | |||
LTIP units issued (in shares) | 11,800,000 | |||
Fair value of unrecognized cost | $ 6,600,000 | |||
Long Term Incentive Plan [Member] | Partnership Interest [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interests in operating partnership | $ 132,800,000 | |||
Ownership by non-controlling owners | 15.40% | 14.48% | ||
Redemption value adjustment | $ 131,800,000 | $ 144,300,000 | ||
Cash distributions declared | 2,500,000 | 2,900,000 | ||
Long Term Incentive Plan [Member] | Advisory Services Fee [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Compensation expense (credit) | $ 171,000 | 348,000 | ||
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] | Common Units [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Fair value of common units converted | $ 161,000 | |||
Performance Long Term Incentive Plan Units [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Vesting period | 3 years | |||
Award authorized (in shares) | 1,200,000 | |||
Compensation expense (credit) | $ (88,000) | 0 | ||
Fair value of unrecognized cost | $ 6,300,000 | |||
Amortization period of LTIP unit | 3 years | |||
Performance Long Term Incentive Plan Units [Member] | Minimum [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Performance adjustment | 0.00% | |||
Performance Long Term Incentive Plan Units [Member] | Maximum [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Performance adjustment | 100.00% | |||
Restricted Stock [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Compensation expense (credit) | $ 415,000 | 636,000 | ||
Fair value of unrecognized cost | $ 10,700,000 | |||
Amortization period of LTIP unit | 3 years | |||
Restricted Stock [Member] | Maximum [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Amortization period of LTIP unit | 3 years | |||
Share-based Compensation Award, Tranche One [Member] | Long Term Incentive Plan [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Value of units which had not reached full economic parity with the common units | $ 1,800,000 | |||
Share-based Compensation Award, Tranche Two [Member] | Long Term Incentive Plan [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Value of units which had not reached full economic parity with the common units | $ 660,000 | |||
Ashford Inc. [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Shares in investment held (in shares) | 598,000 | |||
Redeemable noncontrolling interests in operating partnership | $ 1,671,000 | $ 1,480,000 | ||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 363,000 | $ 118,000 |
Equity and Equity-Based Compe49
Equity and Equity-Based Compensation (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)hotel$ / shares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2016USD ($)hotel | |
Class of Stock [Line Items] | |||
Dividends declared per common share (in dollars per share) | $ / shares | $ 0.12 | $ 0.12 | |
Dividends annualized target (in dollars per share) | $ / shares | $ 0.48 | ||
Ownership by non-controlling owners | 15.00% | 15.00% | |
Noncontrolling interests in consolidated entities | $ 725,000 | $ 756,000 | |
Income (loss) from consolidated joint ventures attributable to noncontrolling interests | $ (31,000) | $ (38,000) | |
Majority Owned Properties [Member] | |||
Class of Stock [Line Items] | |||
Number of hotel properties with JV interests | hotel | 2 | 2 | |
Restricted Stock [Member] | |||
Class of Stock [Line Items] | |||
Compensation expense (credit) | $ 415,000 | 636,000 | |
Fair value of unrecognized cost | $ 10,700,000 | ||
Amortization period | 3 years | ||
Performance Long Term Incentive Plan Units [Member] | |||
Class of Stock [Line Items] | |||
Compensation expense (credit) | $ (88,000) | 0 | |
Fair value of unrecognized cost | $ 6,300,000 | ||
Amortization period | 3 years | ||
Vesting period | 3 years | ||
Performance Shares [Member] | |||
Class of Stock [Line Items] | |||
Compensation expense (credit) | $ (71,000) | $ 0 | |
Fair value of unrecognized cost | $ 5,200,000 | ||
Amortization period | 3 years | ||
Minimum [Member] | Performance Long Term Incentive Plan Units [Member] | |||
Class of Stock [Line Items] | |||
Performance adjustment | 0.00% | ||
Minimum [Member] | Performance Shares [Member] | |||
Class of Stock [Line Items] | |||
Performance adjustment | 0.00% | ||
Maximum [Member] | Restricted Stock [Member] | |||
Class of Stock [Line Items] | |||
Amortization period | 3 years | ||
Maximum [Member] | Performance Long Term Incentive Plan Units [Member] | |||
Class of Stock [Line Items] | |||
Performance adjustment | 100.00% | ||
Maximum [Member] | Performance Shares [Member] | |||
Class of Stock [Line Items] | |||
Performance adjustment | 200.00% | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock dividend rate | 8.55% | 8.55% | |
Dividends declared per preferred share (in dollars per share) | $ / shares | $ 0.5344 | $ 0.5344 | |
Series D Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock dividend rate | 8.45% | 8.45% | |
Dividends declared per preferred share (in dollars per share) | $ / shares | $ 0.5281 | $ 0.5281 | |
Series E Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock dividend rate | 9.00% | ||
Dividends declared per preferred share (in dollars per share) | $ / shares | $ 0.5625 | ||
Series F Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock dividend rate | 7.375% | ||
Dividends declared per preferred share (in dollars per share) | $ / shares | $ 0.4609 | ||
Series G Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock dividend rate | 7.375% | ||
Dividends declared per preferred share (in dollars per share) | $ / shares | $ 0.4609 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) | May 05, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 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 | ||||||
Franchise Fees [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Franchisor royalty fees percent of gross room revenue, minimum | 1.00% | ||||||
Franchisor royalty fees percent of gross room revenue, Maximum | 6.00% | ||||||
Marketing reservation and other fees, Minimum | 1.00% | ||||||
Marketing reservation and other fees, Maximum | 4.00% | ||||||
Franchise fees incurred | $ 16,400,000 | $ 17,100,000 | |||||
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 | 2.00% | ||||||
Property management fee as percentage of gross revenue, Maximum | 7.00% | ||||||
Portion of project management fees to project costs | 4.00% | ||||||
Maximum market service fees as percentage of project management budget | 16.50% | ||||||
Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Damages awarded | $ 8,800,000 | $ 10,800,000 | |||||
Interest on litigation award | $ 95,000 | 707,000 | |||||
Loss contingency accrual | $ 17,000,000 | $ 400,000 | |||||
Judgment and interest | 12,800,000 | ||||||
Interest and accrued legal fees | 13,200,000 | ||||||
Legal Fees | $ 400,000 | ||||||
Provision for loss contingency accrual | $ 3,800,000 | ||||||
Subsequent Event [Member] | Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Damages awarded | $ 14,400,000 | ||||||
Interest on litigation award | 1,800,000 | ||||||
Legal Fees | $ 800,000 | ||||||
Minimum [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Restricted cash reserves as percentage of property revenue | 4.00% | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Restricted cash reserves as percentage of property revenue | 6.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) shares in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Due to related party, net | $ 0 | $ 1,001,000 | |
Advisory services fee | 10,641,000 | $ 10,903,000 | |
Ashford Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 10,641,000 | 10,903,000 | |
Ashford Inc. [Member] | Consideration to Purchase Furniture, Fixtures and Equipment [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related party, net | 4,000,000 | ||
Ashford Inc. [Member] | Base Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 8,716,000 | 8,540,000 | |
Ashford Inc. [Member] | Reimbursable Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 1,522,000 | 1,463,000 | |
Ashford Inc. [Member] | Equity-Based Compensation [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 403,000 | 900,000 | |
Ashford Inc. [Member] | Lease Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 164,000 | 0 | |
Ashford Investment Management, LLC [Member] | Reimbursable Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services fee | 417,000 | ||
Restricted Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Compensation expense | 415,000 | 636,000 | |
Fair value of unrecognized cost | $ 10,700,000 | ||
Amortization period | 3 years | ||
Restricted Stock [Member] | Remington Lodging Employees [Member] | |||
Related Party Transaction [Line Items] | |||
Compensation expense | $ 25,000 | $ 84,000 | |
Fair value of unrecognized cost | $ 906,000 | ||
Amortization period | 2 years | ||
Other than options granted (in shares) | 173 | ||
Ashford Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Due to affiliate, net | $ 15,750,000 | 15,716,000 | |
AQUA U.S. Fund [Member] | |||
Related Party Transaction [Line Items] | |||
Due from affiliates, net | $ 2,579,000 | $ 0 | |
Audit hold-back | 5.00% | ||
Maximum [Member] | Restricted Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Amortization period | 3 years | ||
Maximum [Member] | Ashford Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services quarterly base fee | 0.70% | ||
Total market capitalization | $ 10,000,000,000 | ||
Minimum [Member] | Ashford Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services quarterly base fee | 0.50% | ||
Total market capitalization | $ 6,000,000,000 |