Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 05, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ashford Hospitality Prime, Inc. | |
Entity Central Index Key | 1,574,085 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 25,644,258 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Investments in hotel properties, net | $ 1,019,958 | $ 1,091,479 |
Cash and cash equivalents | 130,014 | 105,039 |
Restricted cash | 40,352 | 33,135 |
Accounts receivable, net of allowance of $71 and $68, respectively | 17,296 | 13,370 |
Inventories | 1,407 | 1,451 |
Note receivable | 8,098 | 8,098 |
Deferred costs, net | 344 | 755 |
Prepaid expenses | 5,474 | 3,132 |
Investment in unconsolidated entity | 0 | 48,365 |
Investment in Ashford Inc., at fair value | 9,744 | 10,377 |
Derivative assets | 7,001 | 753 |
Other assets | 2,588 | 2,543 |
Intangible assets, net | 23,000 | 23,160 |
Due from related party, net | 532 | 371 |
Due from third-party hotel managers | 9,771 | 10,722 |
Assets held for sale | 59,746 | 0 |
Total assets | 1,335,325 | 1,352,750 |
Liabilities: | ||
Indebtedness, net | 776,025 | 835,592 |
Accounts payable and accrued expenses | 58,286 | 43,568 |
Dividends and distributions payable | 4,962 | 3,439 |
Unfavorable management contract liability, net | 0 | 158 |
Due to Ashford Trust OP, net | 15 | 528 |
Due to Ashford Inc., net | 5,907 | 6,369 |
Due to third-party hotel managers | 1,193 | 1,158 |
Intangible liability, net | 3,654 | 3,682 |
Other liabilities | 1,297 | 1,181 |
Liabilities related to assets held for sale | 57,859 | 0 |
Total liabilities | 909,198 | 895,675 |
Commitments and contingencies (Note 15) | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 2,890,850 and 2,600,000 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 65,997 | 62,248 |
Redeemable noncontrolling interests in operating partnership | 62,509 | 61,781 |
Equity: | ||
Common stock, $0.01 par value, 200,000,000 shares authorized, 26,273,885 and 28,471,775 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 262 | 285 |
Additional paid-in capital | 408,078 | 438,347 |
Accumulated deficit | (104,971) | (99,773) |
Total stockholders’ equity of the Company | 303,369 | 338,859 |
Noncontrolling interest in consolidated entities | (5,748) | (5,813) |
Total equity | 297,621 | 333,046 |
Total liabilities and equity | $ 1,335,325 | $ 1,352,750 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful notes receivable | $ 71 | $ 68 |
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) | 26,273,885 | 28,471,775 |
Common stock, shares outstanding (in shares) | 26,273,885 | 28,471,775 |
Series B Preferred Stock [Member] | ||
Series B preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series B preferred stock, shares issued (in shares) | 2,890,850 | 2,600,000 |
Series B preferred stock, shares outstanding (in shares) | 2,900,000 | 2,600,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | ||||
Rooms | $ 79,583 | $ 67,787 | $ 148,834 | $ 122,284 |
Food and beverage | 27,051 | 21,792 | 51,916 | 42,022 |
Other | 5,761 | 3,221 | 11,409 | 6,243 |
Total hotel revenue | 112,395 | 92,800 | 212,159 | 170,549 |
Other | 37 | 37 | 70 | 77 |
Total revenue | 112,432 | 92,837 | 212,229 | 170,626 |
Hotel operating expenses: | ||||
Rooms | 17,096 | 14,113 | 32,915 | 27,091 |
Food and beverage | 18,267 | 13,539 | 35,712 | 26,608 |
Other expenses | 30,335 | 22,973 | 58,674 | 43,897 |
Management fees | 4,331 | 3,751 | 8,138 | 6,855 |
Total hotel expenses | 70,029 | 54,376 | 135,439 | 104,451 |
Property taxes, insurance and other | 4,514 | 4,601 | 9,557 | 9,196 |
Depreciation and amortization | 11,263 | 10,559 | 23,167 | 21,076 |
Advisory services fee | 5,835 | 3,042 | 7,899 | 6,262 |
Transaction costs | 438 | 0 | 438 | 0 |
Corporate general and administrative | 9,838 | 1,185 | 13,761 | 2,308 |
Total expenses | 101,917 | 73,763 | 190,261 | 143,293 |
Operating income | 10,515 | 19,074 | 21,968 | 27,333 |
Equity in earnings (loss) of unconsolidated entities | 63 | (820) | (2,587) | (820) |
Interest income | 50 | 5 | 82 | 9 |
Other income (expense) | 0 | 1,153 | (10) | 1,292 |
Interest expense and amortization of loan costs | (10,637) | (9,129) | (21,271) | (18,712) |
Write-off of loan costs and exit fees | 0 | 0 | 0 | (54) |
Unrealized loss on marketable securities | 0 | (1,323) | 0 | 0 |
Unrealized gain (loss) on investments in Ashford Inc. | 860 | 0 | (633) | 0 |
Unrealized gain (loss) on derivatives | 2,597 | (8) | 6,130 | (40) |
Income before income taxes | 3,448 | 8,952 | 3,679 | 9,008 |
Income tax (expense) benefit | (1,156) | 172 | (1,526) | (309) |
Net income | 2,292 | 9,124 | 2,153 | 8,699 |
(Income) loss from consolidated entities attributable to noncontrolling interests | 80 | (125) | (65) | 22 |
Net income attributable to redeemable noncontrolling interests in operating partnership | (184) | (2,275) | (34) | (2,203) |
Net income attributable to the Company | 2,188 | 6,724 | 2,054 | 6,518 |
Preferred dividends | (978) | (198) | (1,872) | (198) |
Net income attributable to common stockholders | $ 1,210 | $ 6,526 | $ 182 | $ 6,320 |
Income per share - basic: | ||||
Net income attributable to common stockholders (in dollars per share) | $ 0.04 | $ 0.27 | $ 0 | $ 0.26 |
Weighted average common shares outstanding – basic (in shares) | 27,916 | 24,017 | 28,121 | 24,043 |
Income per share - diluted: | ||||
Net income attributable to common stockholders (in dollars per share) | $ 0.04 | $ 0.27 | $ 0 | $ 0.26 |
Weighted average common shares outstanding – diluted (in shares) | 32,418 | 24,773 | 28,224 | 32,519 |
Dividends declared per common share (in dollars per share) | $ 0.12 | $ 0.10 | $ 0.22 | $ 0.15 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 2,292 | $ 9,124 | $ 2,153 | $ 8,699 |
Other comprehensive income, net of tax: | ||||
Total other comprehensive income | 0 | 0 | 0 | 0 |
Total comprehensive income | 2,292 | 9,124 | 2,153 | 8,699 |
Comprehensive (income) loss attributable to noncontrolling interests in consolidated entities | 80 | (125) | (65) | 22 |
Comprehensive income attributable to noncontrolling interests in operating partnership | (184) | (2,275) | (34) | (2,203) |
Comprehensive income attributable to the Company | $ 2,188 | $ 6,724 | $ 2,054 | $ 6,518 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Equity - 6 months ended Jun. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Consolidated Entities | Redeemable Noncontrolling Interests in Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2015 | 28,472 | |||||
Beginning balance at Dec. 31, 2015 | $ 333,046 | $ 285 | $ 438,347 | $ (99,773) | $ (5,813) | |
Beginning balance at Dec. 31, 2015 | 61,781 | $ 61,781 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of common stock | (30,162) | $ (23) | (30,139) | |||
Repurchase of common stock (in shares) | (2,263) | |||||
Equity-based compensation | (130) | (130) | ||||
Equity-based compensation | 2,436 | |||||
Issuance of restricted shares/units | 0 | 19 | ||||
Issuance of restricted shares/units (in shares) | 66 | |||||
Forfeiture of restricted common shares | 0 | |||||
Forfeiture of restricted common shares (in shares) | (1) | |||||
Dividends declared - common stock | (5,975) | (5,975) | ||||
Dividends declared - preferred stock | (1,872) | (1,872) | ||||
Distributions to redeemable noncontrolling interest | (1,166) | |||||
Net income attributable to the Company | 2,054 | |||||
(Income) loss from consolidated entities attributable to noncontrolling interests | 65 | 65 | ||||
Net income | 2,119 | |||||
Net income attributable to redeemable noncontrolling interests in operating partnership | (34) | |||||
Redemption value adjustment | 595 | 595 | ||||
Redemption value adjustment | (595) | |||||
Ending balance (in shares) at Jun. 30, 2016 | 26,274 | |||||
Ending balance at Jun. 30, 2016 | 297,621 | $ 262 | $ 408,078 | $ (104,971) | $ (5,748) | |
Ending balance at Jun. 30, 2016 | $ 62,509 | $ 62,509 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities | ||
Net income | $ 2,153 | $ 8,699 |
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 23,167 | 21,076 |
Equity-based compensation | 2,306 | 1,165 |
Bad debt expense | 91 | 59 |
Amortization of loan costs | 1,639 | 1,193 |
Write-off of loan costs and exit fees | 0 | 54 |
Amortization of intangibles | 27 | (108) |
Realized and unrealized gain on marketable securities | 0 | (1,068) |
Realized and unrealized (gain) loss on derivatives | (6,130) | 40 |
Unrealized loss on investment in Ashford Inc. | 633 | 0 |
Purchases of trading securities | 0 | (105,878) |
Sales of trading securities | 0 | 55,654 |
Equity in loss of unconsolidated entity | 2,587 | 820 |
Deferred tax (benefit) expense | 135 | (875) |
Payments for derivatives | (114) | 0 |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions: | ||
Restricted cash | (13,692) | (926) |
Accounts receivable and inventories | (4,624) | (886) |
Prepaid expenses and other assets | (3,218) | (1,621) |
Accounts payable and accrued expenses | 14,046 | 4,316 |
Due to/from related party, net | (182) | (108) |
Due to/from third-party hotel managers | (703) | (2,385) |
Due to/from Ashford Trust OP, net | (513) | 198 |
Due to Ashford Inc. | 1,827 | (142) |
Other liabilities | 116 | (40) |
Net cash provided by (used in) operating activities | 19,551 | (20,763) |
Cash Flows from Investing Activities | ||
Acquisition of hotel properties, net of cash acquired | 0 | (3,750) |
Proceeds from liquidation of AQUA U.S. Fund | 43,489 | 0 |
Proceeds from property insurance | 0 | 24 |
Change in restricted cash related to improvements and additions to hotel properties | 4,835 | 1,200 |
Improvements and additions to hotel properties | (6,947) | (8,698) |
Net cash provided by (used in) investing activities | 41,377 | (11,224) |
Cash Flows from Financing Activities | ||
Borrowings on indebtedness | 0 | 70,000 |
Repayments of indebtedness | (4,252) | (72,872) |
Payments of loan costs and exit fees | (20) | (1,048) |
Payments for derivatives | (4) | (8) |
Repurchase of common stock | (24,705) | (8,875) |
Payments for dividends and distributions | (7,582) | (3,310) |
Issuance of preferred stock | 4,387 | 62,823 |
Issuance of common stock | 0 | 3,104 |
Forfeiture of restricted shares/units | 0 | (5) |
Redemption of operating partnership units | 0 | (5,856) |
Distributions to a noncontrolling interest in a consolidated entity | (3,766) | (2,938) |
Other | 19 | 0 |
Net cash provided by (used in) financing activities | (35,923) | 41,015 |
Net change in cash and cash equivalents | 25,005 | 9,028 |
Cash and cash equivalents at beginning of period | 105,039 | 171,439 |
Cash and cash equivalents at end of period | 130,014 | 180,467 |
Supplemental Cash Flow Information | ||
Interest paid | 19,645 | 17,121 |
Income taxes paid | 348 | 1,212 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Investment in unconsolidated entity | 0 | 51,292 |
Stock repurchase accrued but not paid | 5,457 | 0 |
Dividends and distributions declared but not paid | 4,962 | 3,518 |
Capital expenditures accrued but not paid | 734 | 780 |
Receivable related to liquidation of AQUA U.S. Fund | 2,289 | 0 |
Accrued preferred stock offering expenses | 201 | 0 |
Non-cash preferred stock offering expense | $ 479 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Hospitality Prime, Inc., together with its subsidiaries (“Ashford Prime”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”), luxury, upper-upscale and upscale hotels in gateway and resort locations. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the U.S. national average RevPAR for all hotels as determined by Smith Travel Research. Ashford Prime has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code. Ashford Prime conducts its business and owns substantially all of its assets through its operating partnership, Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”). In this report, the terms “the Company,” “we,” “us” or “our” refers to Ashford Hospitality Prime, Inc. and, as the context may require, all entities included in its financial statements. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc., which was spun-off from, and remains an affiliate of, Ashford Trust. All of the hotels in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. As of June 30, 2016 , Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly-owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer, and Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust, managed two of our twelve hotel properties. 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. The acquisition is subject to the satisfaction of various conditions, and if completed, will not impact our management agreements with Remington Lodging. The accompanying consolidated financial statements include the accounts of such wholly-owned and majority owned subsidiaries of Ashford Prime OP that as of June 30, 2016 , own and operate twelve hotels in six states, the District of Columbia and the U.S. Virgin Islands. The portfolio includes ten wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Ashford Prime OP has a controlling interest. These hotels represent 3,952 total rooms, or 3,717 net rooms, excluding those attributable to our partner. As a REIT, Ashford Prime needs to comply with limitations imposed by the Internal Revenue Code related to operating hotels. As of June 30, 2016 , eleven of our twelve hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively the TRS entities are referred to as “Prime TRS”). One hotel property is owned by a TRS entity. Prime TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to the hotel properties are included in the consolidated statements of operations. As of June 30, 2016 , nine hotel properties were leased by Ashford Prime’s wholly-owned TRS and two hotel properties majority-owned through a consolidated partnership were leased to a TRS wholly-owned by such consolidated partnership. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from Prime TRS is eliminated in consolidation. The hotels are operated under management contracts with Marriott International, Inc. (“Marriott”), Hilton Worldwide (“Hilton”), Accor Business and Leisure Management, LLC (“Accor”) and Remington Lodging, which are eligible independent contractors under the Internal Revenue Code. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —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 Prime, 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 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2016. Ashford Prime 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 Prime 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 Prime OP General Partner LLC, its general partner. As such, we consolidate Ashford Prime OP. The following items affect reporting comparability of our historical consolidated financial statements: • Historical seasonality patterns at some of our properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2016 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. • On July 9, 2015, we acquired the Bardessono Hotel and Spa (“Bardessono Hotel”) and on December 15, 2015, we acquired the Ritz-Carlton St. Thomas, USVI (“Ritz-Carlton St. Thomas”). The operating results of these properties are included in our results of operations as of their acquisition dates. Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Impairment of Investments in Hotel Properties —Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. During the three and six months ended June 30, 2016 and 2015 , we have not recorded any impairment charges. 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 or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. The definitive agreement to sell the Courtyard Seattle Downtown entered into on May 20, 2016 and was sold on July 1, 2016. As such, this hotel has been reclassified as held for sale assets as of June 30, 2016. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. The sale of this hotel does not represent a strategic shift that has (or will have) a major effect on our operations or financial results. Therefore, the results of operations of the Courtyard Seattle Downtown were not reclassified to discontinued operations for the three and six months ended June 30, 2016. On July 1, 2016, the sale was completed. Investment in Unconsolidated Entity —We held an investment in an unconsolidated entity, in which we had an ownership interest of 45.3% that was accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entity’s net income/loss. We liquidated our investment on April 30, 2016. We reviewed the investment in unconsolidated entity for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity in loss in unconsolidated entity. No such impairment was recorded in the three and six months ended June 30, 2016 . We also hold approximately 195,000 shares of Ashford Inc. common stock, which represented an approximate 9.6% ownership interest in Ashford Inc. and had a fair value of $9.7 million at June 30, 2016 . This investment would typically be accounted for under the equity method of accounting, under ASC 323-10 - Investments - Equity Method and Joint Ventures since we exercise significant influence. However, we have elected to record our investment in Ashford Inc. using the fair value option under ASC 825-10 - Fair Value Option - Financial Assets and Financial Liabilities . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIEs, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIEs activities that most significantly impact the VIEs economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis, and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. Marketable Securities —Prior to our investment in the Ashford Quantitative Alternative Master Fund, LP (the “AQUA U.S. Fund”, formerly known as the REHE Fund), we held marketable securities. Marketable securities included U.S. treasury bills, publicly traded equity securities and put and call options on certain publicly traded equity securities. All of our investments in marketable securities were recorded at fair value. Put and call options were considered derivatives. The fair value of these investments was determined based on the closing price as of the balance sheet date. The cost of securities sold was determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains and losses, and costs of investment, is reported as a component of “other income.” 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. 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 (“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 February 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). The ASU amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We have adopted this standard effective January 1, 2016, and the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. 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 evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern. ASU 2014-15 also requires certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows. In 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 are evaluating the impact that ASU 2016-01 will have 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. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures. |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 6 Months Ended |
Jun. 30, 2016 | |
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): June 30, 2016 December 31, 2015 Land $ 210,696 $ 227,620 Buildings and improvements 967,542 1,017,086 Furniture, fixtures and equipment 63,566 68,529 Construction in progress 2,315 2,386 Total cost 1,244,119 1,315,621 Accumulated depreciation (224,161 ) (224,142 ) Investments in hotel properties, net $ 1,019,958 $ 1,091,479 Final Purchase Price Allocation Ritz-Carlton St. Thomas On December 15, 2015, we acquired a 100% interest in the Ritz-Carlton St. Thomas in St. Thomas, U.S. Virgin Islands for total consideration of $64.0 million . Subsequent to the close of the transaction, we completed the financing of a $42.0 million mortgage loan. See note 7. We prepared a purchase price allocation of the assets acquired and liabilities assumed. The final purchase price allocation was prepared with the assistance of a third-party appraisal firm during the three months ended March 31, 2016. The final purchase price allocation resulted in adjustments to land, buildings and improvements and furniture, fixtures and equipment, which resulted in a $25,000 increase in depreciation expense for the six months ended June 30, 2016. This valuation is considered a Level 3 valuation technique. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): Preliminary Allocations as of December 31, 2015 Adjustments Final Allocations as of June 30, 2016 Land $ 25,264 $ 269 $ 25,533 Buildings and improvements 34,853 (3,100 ) 31,753 Furniture, fixtures, and equipment 3,883 2,831 6,714 $ 64,000 $ — $ 64,000 |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held For Sale On May 20, 2016, one of our subsidiaries entered into a definitive agreement to sell the Courtyard Seattle Downtown for $84.5 million in cash. At June 30, 2016, the Courtyard Seattle Downtown was classified as held for sale in the consolidated balance sheet based on methodologies discussed in note 2. Since the sale of the hotel property does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, its results of operations 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. For the three and six months ended June 30, 2016, total revenue of $4.8 million and $8.0 million , respectively, and net income of $780,000 and $660,000 , respectively, was included in our consolidated statements of operations. The sale closed on July 1, 2016. The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheet at June 30, 2016 were as follows: June 30, 2016 Assets Investments in hotel properties, net $ 55,450 Cash and cash equivalents 30 Restricted cash 1,640 Accounts receivable 877 Prepaid expenses 35 Other assets 25 Due from related party, net 1,689 Assets held for sale $ 59,746 Liabilities Indebtedness, net $ 56,523 Accounts payable and accrued expenses 1,239 Unfavorable management contract liability, net 97 Liabilities related to assets held for sale $ 57,859 |
Note Receivable
Note Receivable | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Note Receivable | Note Receivable As of June 30, 2016 and December 31, 2015 , we owned a note receivable of $8.1 million from the city of Philadelphia, Pennsylvania. The note bears interest at a rate of 12.85% and matures in 2018. The interest income recorded on the note receivable is offset against the interest expense recorded on the TIF loan of the same amount. See note 7. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity AQUA U.S. Fund In June 2015, for consideration of certain marketable securities, we obtained a 45.3% ownership interest in the AQUA U.S. Fund, previously named the REHE Fund. The AQUA U.S. Fund is managed by Ashford Investment Management, LLC (“AIM”), an indirect subsidiary of Ashford Inc. As of and for the three and six months ended June 30, 2016, the AQUA U.S. Fund was consolidated by Ashford Inc. The AQUA U.S. Fund invests 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 second quarter of 2016, 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 June 30, 2016, we have a receivable from the AQUA U.S. Fund of $2.3 million . The following tables summarize the condensed balance sheet as of December 31, 2015 and the condensed statements of operations for the three and six months ended June 30, 2016 and 2015 of the AQUA U.S. Fund (in thousands): Ashford Quantitative Alternative (U.S.) Fund, LP Condensed Balance Sheet (unaudited) December 31, 2015 Total assets $ 106,792 Partners’ capital 106,792 Total liabilities and partners’ capital $ 106,792 Our ownership interest in the AQUA U.S. Fund $ 48,365 Ashford Quantitative Alternative (U.S.) Fund, LP Condensed Statements of Operations (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total investment income $ 34 $ 216 $ 52 $ 223 Net expenses (73 ) (33 ) (262 ) (31 ) Net investment income (expense) (39 ) 183 (210 ) 192 Net unrealized gain (loss) on investments (178 ) (3,028 ) 940 (2,982 ) Net realized gain (loss) on investments 470 1,033 (6,331 ) 1,030 Net income (loss) attributable to the AQUA U.S. Fund $ 253 (1,812 ) $ (5,601 ) (1,760 ) Our equity in earnings (loss) of the AQUA U.S. Fund $ 63 $ (820 ) $ (2,587 ) $ (820 ) The Master Fund generally invests in publicly traded equity securities and put and call options on publicly traded equity securities. The AQUA U.S. Fund records 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 and six months ended June 30, 2016 and 2015. 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, 2015, we owned an approximate 45.3% ownership interest in the AQUA U.S. Fund. Ashford Inc. As of June 30, 2016 and December 31, 2015, we held approximately 195,000 shares of Ashford Inc. common stock. This represented an approximate 9.6% and 9.7% ownership interest in Ashford Inc. as of June 30, 2016 and December 31, 2015, respectively. See notes 10 and 11. As we exercise significant influence over Ashford Inc., this investment would typically be accounted for under the equity method of accounting, under ASC 323-10 - Investments - Equity Method and Joint Ventures . However, we have elected to record our investment in Ashford Inc. using the fair value option under ASC 825-10 - Fair Value Option - Financial Assets and Financial Liabilities . We have elected to use the fair value option to account for our investment in Ashford Inc. as the fair value is readily available since Ashford Inc. common stock is traded on a national exchange. The fair value of our investment in Ashford Inc. is included in “investment in Ashford Inc., at fair value” on our condensed consolidated balance sheets, and changes in market value are included in “unrealized loss on investment in Ashford Inc.” on our condensed consolidated statement of operations. The following tables summarize the condensed balance sheets as of June 30, 2016 and December 31, 2015, and the condensed statements of operations for the three and six months ended June 30, 2016 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets (unaudited) June 30, 2016 December 31, 2015 Total assets $ 126,312 $ 166,991 Total liabilities 37,608 30,115 Redeemable noncontrolling interests 1,267 240 Total stockholders’ equity of Ashford Inc. 32,374 32,165 Noncontrolling interests in consolidated entities 55,063 104,471 Total equity 87,437 136,636 Total liabilities and equity $ 126,312 $ 166,991 Our investment in Ashford Inc., at fair value $ 9,744 $ 10,377 Ashford Inc. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2016 2016 Total revenue $ 18,152 $ 31,561 Total operating expenses (20,344 ) (34,265 ) Operating loss (2,192 ) (2,704 ) Realized and unrealized loss on investment in unconsolidated entity — (1,460 ) Realized and unrealized (gain) loss on investments 236 (5,448 ) Other 22 (80 ) Income tax expense 655 15 Net loss (1,279 ) (9,677 ) (Income) loss from consolidated entities attributable to noncontrolling interests (182 ) 6,366 Net loss attributable to redeemable noncontrolling interests 355 473 Net loss attributable to Ashford Inc. $ (1,106 ) $ (2,838 ) Our unrealized gain (loss) on investment in Ashford Inc. $ 860 $ (633 ) |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate June 30, 2016 December 31, 2015 Secured revolving credit facility (3) None November 2016 Base Rate (2) + 1.25% to 2.75% or LIBOR (1) + 2.25% to 3.75% $ — $ — Mortgage loan (4) 1 hotel March 2017 LIBOR (1) + 2.30% 80,000 80,000 Mortgage loan (5) 1 hotel March 2017 LIBOR (1) + 2.25% 70,000 70,000 Mortgage loan (6) 1 hotel April 2017 5.91% 33,134 33,381 Mortgage loan (9) 2 hotel April 2017 5.95% 121,475 122,374 Mortgage loan 3 hotels April 2017 5.95% 247,191 249,020 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 40,000 40,000 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 42,000 42,000 TIF loan (6) (7) 1 hotel June 2018 12.85% 8,098 8,098 Mortgage loan (8) 2 hotels November 2019 LIBOR (1) + 2.65% 194,082 195,359 835,980 840,232 Deferred loan costs, net (3,432 ) (4,640 ) Total indebtedness $ 832,548 $ 835,592 Indebtedness related to assets held for sale (9) April 2017 5.95% 56,556 Deferred loan costs, net (33 ) $ 776,025 __________________ (1) LIBOR rates were 0.465% and 0.430% at June 30, 2016 and December 31, 2015 , respectively. (2) Base Rate, as defined in the secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% . (3) Our borrowing capacity under our secured revolving credit facility is $150.0 million . We have an option, subject to lender approval, to further increase the borrowing capacity to an aggregate of $300.0 million . We may use up to $15.0 million for standby letters of credit. The secured revolving credit facility has two one -year extension options subject to advance notice, satisfaction of certain conditions and a 0.25% extension fee. (4) This loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in March 2016. (5) This loan has three one -year extension options, subject to satisfaction of certain conditions. (6) These loans are collateralized by the same property. (7) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 5. (8) This loan has two one -year extension options, subject to satisfaction of certain conditions. (9) This mortgage loan included a balance of $56.6 million related to the Courtyard Seattle Downtown that is included in “liabilities related to assets held for sale” on the condensed consolidated balance sheet. Approximately $65 million of the mortgage loan was repaid upon the sale of Courtyard Seattle Downtown which occurred on July 1, 2016. See notes 4 and 18. We are required to maintain certain financial ratios under our secured revolving credit facility. If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in our inability to borrow unused amounts under our line of credit, even if repayment of some or all of our borrowings is not required. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. As of June 30, 2016 , we were in compliance in all material respects with all covenants or other requirements set forth in our debt agreements as amended. |
Income Per Share
Income Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income Per Share | Income Per Share The following table reconciles the amounts used in calculating basic and diluted income per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income attributable to common stockholders - Basic and diluted: Net income attributable to the Company $ 2,188 $ 6,724 $ 2,054 $ 6,518 Less: Dividends on preferred stock (978 ) (198 ) (1,872 ) (198 ) Less: Dividends on common stock (3,140 ) (2,418 ) (5,977 ) (3,616 ) Less: Dividends on unvested performance stock units (19 ) (35 ) (54 ) (35 ) Less: Dividends on unvested restricted shares (13 ) (8 ) (22 ) (13 ) Less: Net income allocated to unvested performance stock units — (9 ) — (3 ) Less: Net income allocated to unvested restricted shares — (14 ) — (10 ) Undistributed net income (loss) allocated to common stockholders (1,962 ) 4,042 (5,871 ) 2,643 Add back: Dividends on common stock 3,140 2,418 5,977 3,616 Distributed and undistributed net income - basic $ 1,178 $ 6,460 $ 106 $ 6,259 Net income attributable to redeemable noncontrolling interests in operating partnership 184 — — 2,203 Dividends on preferred stock — 198 — — Distributed and undistributed net income - diluted $ 1,362 $ 6,658 $ 106 $ 8,462 Weighted average common shares outstanding: Weighted average common shares outstanding – basic 27,916 24,017 28,121 24,043 Effect of assumed conversion of operating partnership units 4,413 — — 8,476 Effect of assumed conversion of preferred stock — 756 — — Incentive fee shares 89 — 103 — Weighted average common shares outstanding – diluted 32,418 24,773 28,224 32,519 Income per share - basic: Net income allocated to common stockholders per share $ 0.04 $ 0.27 $ — $ 0.26 Income per share - diluted: Net income allocated to common stockholders per share $ 0.04 $ 0.27 $ — $ 0.26 Due to their anti-dilutive effect, the computation of diluted income per share does not reflect the adjustments for the following items (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income allocated to common stockholders is not adjusted for: Income allocated to unvested restricted shares $ 13 $ 22 $ 22 $ 23 Income allocated to unvested performance stock units 19 44 54 38 Income attributable to redeemable noncontrolling interests in operating partnership — 2,275 34 — Dividends on preferred stock 978 — 1,872 198 Total $ 1,010 $ 2,341 $ 1,982 $ 259 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 63 14 55 25 Effect of unvested performance stock units 108 27 54 14 Effect of assumed conversion of operating partnership units — 8,437 4,589 — Effect of assumed conversion of preferred stock 3,562 — 3,501 378 Total 3,733 8,478 8,199 417 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Interest Rate Derivatives —We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives include interest rate caps and interest rate floors, which are subject to master netting settlement arrangements. All derivatives are recorded at fair value. For the six months ended June 30, 2016 , concurrent with the extension of our $80.0 million mortgage loan, we extended our existing interest rate cap with a notional amount of $80.0 million , maturity date of March 2017 and a strike rate of 5.78% for a total cost of $4,500 . This instrument was not designated as a cash flow hedge. In 2015, we entered into interest rate caps with notional amounts totaling $139.5 million and strike rates ranging from 2.0% to 4.50% . These interest rate caps had effective dates from March 2015 to December 2015 , and maturity dates from March 2017 to January 2018 , for a total cost of $117,000 . These instruments were not designated as cash flow hedges. These instruments cap the interest rates on our mortgage loans with principal balances of $152.0 million and maturity dates from March 2017 to December 2017. We also entered into interest rate floors with a total notional amount of $3.0 billion and strike rates of -0.25% . These interest rate floors had effective dates of July 2015 and maturity dates of July 2020, for a total cost of $3.5 million . As of June 30, 2016 , we had interest rate caps with notional amounts totaling $368.0 million and strike rates ranging from 2.00% to 5.78% . These instruments had maturity dates ranging from December 2016 to January 2018 . As of June 30, 2016 , we had interest rate floors with notional amounts totaling $3.0 billion with strike rates of -0.25% . These instruments have a maturity date of July 2020 . Options on Futures Contracts —In March 2016, we purchased an option on Eurodollar futures for an upfront cost of $124,000 and a maturity date of June 2017. In 2015, we purchased options on Eurodollar futures for upfront costs of $372,000 and maturity dates ranging from September 2016 to March 2017 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (the Level 2 inputs). We also incorporate credit valuation adjustments (the Level 3 inputs) to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk. The fair value of interest rate floors is calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. 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). The 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. When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when the valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counter-parties, 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. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present 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) Total June 30, 2016 Assets Derivative assets: Interest rate derivatives - floors $ — $ 6,824 $ 6,824 (1) Interest rate derivatives - caps — 3 3 (1) Options on futures contracts 174 — 174 (1) 174 6,827 7,001 Non-derivative assets: Investment in Ashford Inc. 9,744 — 9,744 Total $ 9,918 $ 6,827 $ 16,745 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Interest rate derivatives - floors $ — $ 578 $ 578 (1) Interest rate derivatives - caps — 58 58 (1) Options on futures contracts 117 — 117 (1) 117 636 753 Non-derivative assets: Investment in Ashford Inc. 10,377 — 10,377 Total $ 10,494 $ 636 $ 11,130 __________________ (1) Reported as “derivative assets” in the condensed consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on the condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Assets Derivative assets: Interest rate derivatives - floors $ 2,687 $ — $ 6,247 $ — Interest rate derivatives - caps (13 ) (8 ) (60 ) (40 ) Equity put options — (388 ) — (1,017 ) Equity call options — (31 ) — 23 Options on futures contracts (77 ) — (57 ) — Non-derivative assets: Investment in Ashford Inc. 860 — (633 ) — Equity - American Depositary Receipt — (75 ) — (75 ) Equity securities — (828 ) — 560 U.S. treasury securities — (97 ) — 53 Total 3,457 (1,427 ) 5,497 (496 ) Liabilities Derivative liabilities: Short equity put options — 373 — 680 Short equity call options — 797 — 844 Net $ 3,457 $ (257 ) $ 5,497 $ 1,028 Total combined Interest rate derivatives - floors $ 2,687 $ — $ 6,247 $ — Interest rate derivatives - caps (13 ) (8 ) (60 ) (40 ) Options on futures contracts (77 ) — (57 ) — Total derivatives 2,597 (1) (8 ) (1) 6,130 (1) (40 ) (1) Unrealized gain (loss) on investment in Ashford Inc. 860 — (633 ) — Unrealized loss on marketable securities — (1,323 ) — — Realized gain (loss) on marketable securities — (2) 1,074 (2) — (2) 1,068 (2) Net $ 3,457 $ (257 ) $ 5,497 $ 1,028 __________________ (1) Reported as “unrealized gain (loss) on derivatives” in the condensed consolidated statements of operations. (2) Reported as “other income (expense)” in the condensed consolidated statements of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Determining the estimated fair values of certain financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled. The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): June 30, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 9,744 $ 9,744 $ 10,377 $ 10,377 Derivative assets 7,001 7,001 753 753 Financial assets not measured at fair value: Cash and cash equivalents $ 130,014 $ 130,014 $ 105,039 $ 105,039 Restricted cash 40,352 40,352 33,135 33,135 Accounts receivable, net 17,296 17,296 13,370 13,370 Note receivable 8,098 8,945 to 9,887 8,098 9,157 to 10,120 Due from related party, net 532 532 371 371 Due from third-party hotel managers 9,771 9,771 10,722 10,722 Financial liabilities not measured at fair value: Indebtedness $ 835,980 $792,978 to $876,449 $ 840,232 $801,058 to $885,379 Accounts payable and accrued expenses 58,286 58,286 43,568 43,568 Dividends and distributions payable 4,962 4,962 3,439 3,439 Due to Ashford Trust OP, net 15 15 528 528 Due to Ashford Inc. 5,907 5,907 6,369 6,369 Due to third-party hotel managers 1,193 1,193 1,158 1,158 Cash, cash equivalents and restricted cash . These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying values approximate fair value due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Accounts receivable, net, due from related party, net, accounts payable and accrued expenses, dividends payable, due to Ashford Trust OP, net, due to Ashford Inc. and due to/from third-party hotel managers . The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Note receivable . Fair value of the note receivable was determined by using similar loans with similar collateral. Since there is very little to no trading activity, we relied on our internal analysis of what we believe a willing buyer would pay for this note at June 30, 2016 and December 31, 2015 . We estimated the fair value of the note receivable to be approximately 10.5% to 22.1% higher than the carrying value of $8.1 million at June 30, 2016 and approximately 13.1% to 25.0% higher than the carrying value of $8.1 million at December 31, 2015 . This is considered a Level 2 valuation technique. Investment in Ashford Inc. Fair value of the investment in Ashford Inc. is based on the quoted closing price on the balance sheet date. This is considered a Level 1 valuation technique. Derivative assets . Fair value of the interest rate derivatives is determined using the net present value of the expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and the counterparties. Fair value of interest rate floors is calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. The fair values of options on futures contracts are valued at their last reported settlement price as of the measurement date. See notes 2, 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values. Indebtedness . Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. The current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied, and adjusted for the credit spreads. Credit spreads take into consideration general market conditions, maturity and collateral. We estimated the fair value of the total indebtedness to be approximately 94.9% to 104.8% of the carrying value of $836.0 million at June 30, 2016 and approximately 95.3% to 105.4% of the carrying value of $840.2 million at December 31, 2015 . This is considered a Level 2 valuation technique. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 6 Months Ended |
Jun. 30, 2016 | |
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 and their allocable share of equity in earnings/losses of Ashford Prime OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (“common units”) and units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Beginning one year after issuance, each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, one share of our common stock. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, have vesting periods of three years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership. On June 8, 2015, the compensation committee of the board of directors of the Company approved performance-based LTIP units to certain executive officers. The award agreements provide for the grant of a target number of approximately 195,000 performance-based LTIP units that will be settled in common units of the Ashford Prime OP, if and when the applicable vesting criteria have been achieved following the end of the performance and service period, which began on January 1, 2015 and ends on December 31, 2017. The target number of performance-based LTIP units may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s Compensation Committee on the grant date. A total of 389,000 performance-based LTIP units representing 200% of the target were issued. The performance criteria for the performance-based LTIP units are based on market conditions under the relevant literature, and the performance-based LTIP units were granted to non-employees. The unamortized fair value of performance-based LTIP units of $2.4 million at June 30, 2016 will be expensed over a period of 1.5 years. Compensation expense of 1.0 million and $691,000 was recorded for the three and six months ended June 30, 2016, and is included in “advisory service fee” on our condensed consolidated statements of operations. No compensation expense was recorded for the three and six months ended June 30, 2015. As of June 30, 2016 , we have issued a total of 760,000 LTIP units (including performance-based LTIP units), all of which, other than approximately 3,000 units issued in March 2015, 6,000 units issued in May 2015 and 389,000 issued in June 2015, respectively, had reached full economic parity with, and are convertible into, common units. For the three and six months ended June 30, 2016, expense of $627,000 and $713,000 was recorded related to LTIP units issued to Ashford LLC’s employees, respectively. For the three and six months ended June 30, 2015, expense of $226,000 and $628,000 , respectively, was associated with LTIP units issued to Ashford LLC’s employees. These amounts are included in “advisory services fee.” Expense of $44,000 was recorded for both the three and six months ended June 30, 2016 and expense of $102,000 was recorded for both the three and six months ended June 30, 2015, respectively, which was related to LTIP units issued to our independent directors. These amounts are included in “corporate general and administrative” expense in our condensed consolidated statements of operations. The fair value of the unrecognized cost of LTIP units, which was $1.2 million at June 30, 2016 , will be amortized over a period of 2.8 years. During the three and six months ended June 30, 2016, no common units were redeemed by the holders. During the three months ended June 30, 2015, approximately 113,000 common units with an aggregate fair value of $1.8 million at redemption were redeemed by the holders and, at our election, we issued cash at an average price of $16.23 per unit to satisfy the redemption price. During the six months ended June 30, 2015, approximately 345,000 common units with an aggregate fair value of $5.9 million at redemption were redeemed by the holders and, at our election, we issued cash at an average price of $16.97 . Additionally, 30,000 common units with an aggregate fair value of $497,000 at redemption were converted to shares of our common stock during the six months ended June 30, 2015. Redeemable noncontrolling interests in Ashford Prime OP as of June 30, 2016 and December 31, 2015 , were $62.5 million and $61.8 million , respectively, which represented ownership of our operating partnership of 13.19% and 12.75% , respectively. The carrying value of redeemable noncontrolling interests as of June 30, 2016 and December 31, 2015 , included adjustments of $12.0 million and $12.5 million , respectively, to reflect the excess of redemption value over the accumulated historical costs. For the three and six months ended June 30, 2016 , we allocated net income of $184,000 and $34,000 to the redeemable noncontrolling interests, respectively. For the three and six months ended June 30, 2015 , we allocated net income of $2.3 million and $2.2 million to the redeemable noncontrolling interests, respectively. For the three and six months ended June 30, 2016 , we declared aggregate cash distributions to holders of common units and holders of LTIP units of $572,000 and $1.1 million , respectively. For the three and six months ended June 30, 2015, we declared aggregate cash distributions to holders of common units and holders of LTIP units of $859,000 and $1.3 million , respectively, These distributions are recorded as a reduction of redeemable noncontrolling interests in operating partnership. On February 1, 2016, Prime GP, as general partner of Ashford Prime OP, entered into the Second Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Prime Limited Partnership (the “Amended Partnership Agreement”). The Amended Partnership Agreement broadens in various ways the rights of the general partner. As consideration for the limited partners of Ashford Prime OP to approve the Amended Partnership Agreement, we agreed to create and provide qualified limited partners the opportunity to purchase shares of Series C Preferred Stock of the Company (the “Series C Preferred Stock”). See note 13. On April 7, 2016, in response to feedback from the investor community, the Company determined to refrain from issuing the Series C Preferred Stock unless and until the issuance of the Series C Preferred Stock, in a form and manner that complies with all applicable state and federal laws and stock exchange rules, shall have been approved by the Company’s stockholders (the “Series C Approval”). Accordingly, Ashford Prime OP General Partner LLC, Ashford Prime OP’s general partner, has agreed to reverse the amendments made in the Amended Partnership Agreement unless and until the Series C Approval has been sought and obtained. |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Equity and Stock-Based Compensation | Equity and Stock-Based Compensation Dividends —Common stock dividends declared for the three and six months ended June 30, 2016, were $3.2 million and $6.0 million , respectively. Common stock dividends declared for the three and six months ended June 30, 2015, were $2.5 million and $3.7 million , respectively. Performance Stock Units —On June 8, 2015, the compensation committee of the board of directors of the Company approved grants of PSUs to certain executive officers. The award agreements provide for the grant of a target number of approximately 155,000 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, which began on January 1, 2015 and ends on December 31, 2017. The target number of PSUs may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. At June 30, 2016, the outstanding PSUs had an unamortized fair value of $1.9 million which is expected to be recognized over a period of 1.50 years. Compensation expense of $810,000 and $412,000 was recorded for the three and six months ended June 30, 2016, respectively, and is included in “advisory service fee” on our condensed consolidated statements of operations. For both the three and six months ended June 30, 2015, $137,000 of expense was associated with PSUs issued to certain executive officers and included in “advisory services fee.” Restricted Stock Units —For the three and six months ended June 30, 2016 , expense of $246,000 and $269,000 , respectively, was associated with restricted shares of our common stock issued to Ashford LLC’s employees and included in “advisory services fee” on our condensed consolidated statements of operations. For the three and six months ended June 30, 2015, this expense was $78,000 and $145,000 , respectively. Expense of $177,000 was recorded for both the three and six months ended June 30, 2016 and expense of $153,000 was recorded for both the three and six months ended June 30, 2015, respectively, which was associated with shares of our common stock issued to our independent directors was recorded and included in “corporate general and administrative” expense on our condensed consolidated statements of operations. At June 30, 2016 , the unrecognized cost of the unvested shares of restricted stock issued to Ashford LLC’s employees was $1.1 million which will be expensed over a period of 2.75 years. Stock Repurchases —On October 27, 2014, our board of directors approved a share repurchase program under which the Company may purchase up to $100 million of the Company’s common stock from time to time. The repurchase program does not have an expiration date. The specific timing, manner, price, amount and other terms of the repurchases are at management’s discretion and depend on market conditions, corporate and regulatory requirements and other factors. The Company is not required to repurchase shares under the repurchase program, and may modify, suspend or terminate the repurchase program at any time for any reason. On April 8, 2016, our board of directors authorized utilizing up to $50 million to repurchase common stock. For the three and six months ended June 30, 2016, we repurchased 2.2 million shares for approximately $30.0 million . During the six months ended June 30, 2015, we repurchased 471,000 shares for approximately $8.1 million . As of June 30, 2016 , we have purchased a cumulative 3.6 million shares of our common stock, for approximately $54.2 million , since the program’s inception on November 4, 2014. Series C Preferred Stock —On February 1, 2016, Prime GP, as general partner of Ashford Prime OP, entered into the Amended Partnership Agreement. The Amended Partnership Agreement broadens in various ways the rights of the general partner. As consideration for the limited partners of Ashford Prime OP to approve the Amended Partnership Agreement, we agreed to create and provide qualified limited partners the opportunity to purchase shares of Series C Preferred Stock of the Company. On April 7, 2016, in response to feedback from the investor community, the Company determined to refrain from issuing the Series C Preferred Stock unless and until the issuance of the Series C Preferred Stock, in a form and manner that complies with all applicable state and federal laws and stock exchange rules, shall have been approved by the Company’s stockholders. Accordingly, Ashford Prime OP General Partner LLC, Ashford Prime OP’s general partner, has agreed to reverse the amendments in the Amended Partnership Agreement unless and until the Series C Approval has been sought and obtained. Noncontrolling Interest in Consolidated Entities —A partner had a noncontrolling ownership interest of 25% in two hotel properties with a total carrying value of $(5.7) million and $(5.8) million at June 30, 2016 and December 31, 2015 , respectively. Our ownership interest is reported in equity in the consolidated balance sheets. Noncontrolling interests in consolidated entities were allocated net loss of $80,000 and net income of $65,000 for the three and six months ended June 30, 2016, respectively, and allocated net income of $125,000 and net loss of $22,000 for the three and six months ended June 30, 2015, respectively. |
5.5% Series B Cumulative Conver
5.5% Series B Cumulative Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2016 | |
Temporary Equity Disclosure [Abstract] | |
5.5% Series B Cumulative Convertible Preferred Stock | 5.5% Series B Cumulative Convertible Preferred Stock On June 9, 2015, we entered into a purchase agreement for the sale of 2.6 million shares of our 5.5% Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) to a financial institution, which resold the Series A Preferred Stock to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) at an initial offering price of $25.00 per share, with an aggregate underwriting discount of $1.5 million (net purchase price of $24.4125 per share). The net proceeds from the offering of the Series A Preferred Stock after the underwriting discount and other expenses were $62.2 million . On December 4, 2015, we entered into an agreement to exchange the 5.50% Series A Preferred Stock, par value $0.01 per share for an equal number of shares of our 5.50% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”). The terms and conditions of the Series B Preferred Stock are substantially similar to the Series A Preferred Stock for which it is being exchanged, except that, in contemplation of a public offering of the Series B Preferred Stock, either pursuant to the terms of the Series B Registration Rights Agreement or the Preemptive Rights Agreement, the Series B Preferred Stock contains certain customary anti-dilution provisions. Also in connection with the Exchange, the Company, together with Ashford Prime OP and Ashford LLC, entered into a registration rights agreement for the benefit of certain holders of the Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at any time, at the option of the holder, into a number of whole shares of common stock at an initial conversion price of $18.90 (which represents an initial conversion rate of 1.3228 shares of our common stock, subject to certain adjustments). The Series B Preferred Stock is also subject to conversion upon certain events constituting a change of control. Holders of the Series B Preferred Stock have no voting rights, subject to certain exceptions. Commencing June 11, 2016, the Company may, at its option, cause the Series B Preferred Stock to be converted in whole or in part, on a pro-rata basis, into fully paid and nonassessable shares of the Company’s common stock at the conversion price, provided that the “Closing Bid Price” (as defined in the Articles Supplementary) of the Company’s common stock shall have equaled or exceeded 110% of the conversion price for the immediately preceding 45 consecutive trading days ending three days prior to the date of notice of conversion. In the event of such mandatory conversion, the Company shall pay holders of the Series B Preferred Stock any additional dividend payment to make the holder whole on dividends expected to be received through June 11, 2019, in an amount equal to the net present value, where the discount rate is the dividend rate on the Series B Preferred Stock, of the difference between (i) the annual dividend payments the holders of Series B Preferred Stock would have received in cash from the date of the mandatory conversion to June 11, 2019, and (ii) the common stock quarterly dividend payments the holders of Series B Preferred Stock would have received over the same time period had such holders held common stock. On April 26, 2016, in connection with a previously announced required public offering, we issued 290,850 shares of our Series B Preferred Stock at $17.24 per share for gross proceeds of $5.0 million . The Series B Preferred Stock offering includes accrued and unpaid dividends since April 15, 2016. Dividends on the Series B Preferred Stock will accrue at a rate of 5.50% on the liquidation preference of $25.00 per share. The offering closed on April 29, 2016. The net proceeds, after deducting underwriting discounts, advisory fees, commissions and other estimated offering expenses payable by the company, were approximately $4.2 million . At June 30, 2016 , we had 2.9 million outstanding shares of Series B Preferred Stock. Due to certain redemption features that are not under our control, the Series B Preferred Stock is classified outside of permanent equity. The Series B Preferred Stock dividend for all issued and outstanding shares is set at $1.375 per annum per share. For the three and six months ended June 30, 2016 , we declared dividends of $978,000 and $1.9 million , respectively, with respect to shares of Series B Preferred Stock. For the three and six months ended June 30, 2015, we declared dividends of $198,000 with respect to shares of Series A Preferred Stock. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 , escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 5% of gross revenues for capital improvements. Management Fees —Under management agreements for our hotel properties existing at June 30, 2016 , 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 3% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) market service fees on approved capital improvements, including project management fees of up to 4% of project costs, for certain hotels, and c) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from May 31, 2023, through December 31, 2065, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term, liquidated damages or, in certain circumstances, we may substitute a new management agreement. Litigation —On February 3, 2016, Sessa Capital (Master), L.P. (“Sessa”) filed an action (the “Maryland Action”) in the Circuit Court for Baltimore City, Maryland, captioned Sessa Capital (Master) L.P. v. Bennett, et al. , Case No. 24-C-16-000557 (Baltimore City Cir. Ct. 2016), against Ashford Prime, the members of the Ashford Prime board of directors, Ashford LLC and Ashford Inc. The Maryland Action generally alleged that the directors of Ashford Prime breached their fiduciary duties in connection with the June 2015 amendments to the Company’s advisory agreement with Ashford LLC. The Maryland Action also alleged that Ashford Inc. aided and abetted those breaches of fiduciary duties. On February 29, 2016, the Company filed a motion to dismiss the Maryland Action. On March 14, 2016, Sessa voluntarily dismissed the Maryland Action. On February 25, 2016, Ashford Prime filed a lawsuit (the “Texas Federal Action”) in the United States District Court for the Northern District of Texas, captioned Ashford Hospitality Prime, Inc. v. Sessa Capital (Master), L.P., et al. , No. 16-cv-00527 (N.D. Texas 2016) (DCG), against Sessa, related entities, and Sessa’s proposed director nominees John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The Texas Federal Action generally alleges that the defendants violated federal securities laws because Sessa’s proxy materials contain numerous false claims, material misrepresentations and omissions relating to, among other things, the proposed nominees, the financial risks associated with Sessa’s efforts to gain control of the board and Sessa’s plans and strategy for the Company and its assets. Among other remedies, the Texas Federal Action seeks to enjoin Sessa from proceeding with its proxy contest. The outcome of this action is pending. On March 8, 2016, Ashford Prime filed a lawsuit (the “Texas State Action”) in the District Court of Dallas County, Texas, captioned Ashford Hospital Prime, Inc. v. Sessa Capital (Master) L.P., et al. , Cause No. DC-16-02738, against Sessa, related entities, and Sessa’s proposed director nominees John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The Texas State Action generally alleges that Sessa’s purported notice of proposed nominees for election to the Ashford Prime board of directors is invalid due to numerous failures by the defendants to comply with material provisions in the Company’s bylaws. Among other things, the Texas State Action seeks a declaratory judgment confirming the inability of Sessa’s proposed director nominees to stand for election at the 2016 annual meeting of stockholders. On March 14, 2016, Sessa removed the Texas State Action from state court to the U.S. District Court for the Northern District of Texas with Cause No. 16-cv-00713. The outcome of this action is pending. On March 14, 2016, Sessa filed counterclaims and a motion for a preliminary injunction in the Texas Federal Action. These counterclaims include substantially the same claims as previously asserted by Sessa in the Maryland Action, and also allege that the directors of Ashford Prime breached their fiduciary duties in connection with the approval of the Series C Preferred Stock for issuance and the February 2016 amendments to the Amended Partnership Agreement (as defined below). Among other things, Sessa seeks an injunction prohibiting the issuance of shares of Series C Preferred Stock and requiring the board to approve the Sessa candidates, or in the alternative, prohibiting the solicitation of proxies until the board approves the Sessa candidates. On April 2, 2016, Sessa amended its counterclaims alleging that the Company had violated federal proxy solicitation laws by, among other things, stating that Sessa had not complied with the Company’s bylaws and that its purported director nominations are invalid. On April 6, 2016, the Court granted expedited discovery in connection with Sessa’s motion for preliminary injunction and the Company’s anticipated motion for preliminary injunction in the Texas State Action. On April 8, 2016, the Company notified the court that Sessa’s claims relating to the Series C Preferred Stock were moot after the Company unwound the OP Unit enfranchisement preferred equity transaction for the Company’s OP unitholders. On April 13, 2016, the Company filed its motion for preliminary injunction seeking an order declaring that Sessa’s slate of nominees is invalid and enjoining Sessa from submitting the nominees to stockholders for election to the Board. On May 20, 2016, the court denied Sessa’s motion for a preliminary injunction and granted the Company’s motion for a preliminary injunction. Sessa appealed the district court’s decision to the United States Court of Appeals for the Fifth Circuit on May 23, 2016. Sessa’s appeal is fully briefed and the court heard oral argument on August 2, 2016. There are currently no claims for monetary damages, but Sessa seeks reimbursement for its attorneys’ fees and costs. We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within the 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 upon the 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 | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotels through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of June 30, 2016 and December 31, 2015 , all of our hotel properties were in the U.S. and its territories. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
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, subject to a minimum quarterly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. We are also required to pay Ashford LLC an incentive fee that is based on our total return performance as compared to our peer group as well as to 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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 Advisory services fee Base advisory fee $ 2,206 $ 2,164 $ 4,231 $ 4,369 Reimbursable expenses (1) 645 436 1,297 982 Equity-based compensation (2) 2,699 442 2,086 911 Incentive fee 285 — 285 — $ 5,835 $ 3,042 $ 7,899 $ 6,262 ________ (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 Prime’s common stock and LTIP units awarded to officers and employees of Ashford LLC. At June 30, 2016 and December 31, 2015 , the balance in due to Ashford Trust OP, net, which is associated with reimbursable expenses, was $15,000 and $528,000 , respectively. At June 30, 2016 and December 31, 2015 , the balance in due to Ashford Inc., which is associated with the advisory services fee, was $5.9 million and $6.4 million , respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 23, 2016, the Company announced it had entered into a definitive agreement to sell the 250 -room Courtyard Seattle Downtown for $84.5 million in cash. The sale closed on July 1, 2016. The Company received net proceeds from the disposition of approximately $14.5 million following the repayment of approximately $65 million in debt and other transaction costs. Subsequent to June 30, 2016, in connection with its stock repurchase program, the Company repurchased an additional 630,000 shares for approximately $9.0 million . |
Significant Accounting Polici26
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —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 Prime, 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 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2016. Ashford Prime 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 Prime 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 Prime OP General Partner LLC, its general partner. As such, we consolidate Ashford Prime OP. The following items affect reporting comparability of our historical consolidated financial statements: • Historical seasonality patterns at some of our properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2016 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. • On July 9, 2015, we acquired the Bardessono Hotel and Spa (“Bardessono Hotel”) and on December 15, 2015, we acquired the Ritz-Carlton St. Thomas, USVI (“Ritz-Carlton St. Thomas”). The operating results of these properties are included in our results of operations as of their acquisition dates. |
Use of Estimates | Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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 the impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. During the three and six months ended June 30, 2016 and 2015 , we have not recorded any impairment charges. 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 or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. The definitive agreement to sell the Courtyard Seattle Downtown entered into on May 20, 2016 and was sold on July 1, 2016. As such, this hotel has been reclassified as held for sale assets as of June 30, 2016. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. The sale of this hotel does not represent a strategic shift that has (or will have) a major effect on our operations or financial results. Therefore, the results of operations of the Courtyard Seattle Downtown were not reclassified to discontinued operations for the three and six months ended June 30, 2016. On July 1, 2016, the sale was completed. |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity —We held an investment in an unconsolidated entity, in which we had an ownership interest of 45.3% that was accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entity’s net income/loss. We liquidated our investment on April 30, 2016. We reviewed the investment in unconsolidated entity for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity in loss in unconsolidated entity. No such impairment was recorded in the three and six months ended June 30, 2016 . We also hold approximately 195,000 shares of Ashford Inc. common stock, which represented an approximate 9.6% ownership interest in Ashford Inc. and had a fair value of $9.7 million at June 30, 2016 . This investment would typically be accounted for under the equity method of accounting, under ASC 323-10 - Investments - Equity Method and Joint Ventures since we exercise significant influence. However, we have elected to record our investment in Ashford Inc. using the fair value option under ASC 825-10 - Fair Value Option - Financial Assets and Financial Liabilities . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIEs, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIEs activities that most significantly impact the VIEs economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis, and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. |
Marketable Securities | Marketable Securities —Prior to our investment in the Ashford Quantitative Alternative Master Fund, LP (the “AQUA U.S. Fund”, formerly known as the REHE Fund), we held marketable securities. Marketable securities included U.S. treasury bills, publicly traded equity securities and put and call options on certain publicly traded equity securities. All of our investments in marketable securities were recorded at fair value. Put and call options were considered derivatives. The fair value of these investments was determined based on the closing price as of the balance sheet date. The cost of securities sold was determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains and losses, and costs of investment, is reported as a component of “other income.” |
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. |
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 (“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 February 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). The ASU amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We have adopted this standard effective January 1, 2016, and the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. 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 evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern. ASU 2014-15 also requires certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows. In 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 are evaluating the impact that ASU 2016-01 will have 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. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures. |
Investment in Hotel Propertie27
Investment in Hotel Properties, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investment in Hotel Properties | Investments in hotel properties, net consisted of the following (in thousands): June 30, 2016 December 31, 2015 Land $ 210,696 $ 227,620 Buildings and improvements 967,542 1,017,086 Furniture, fixtures and equipment 63,566 68,529 Construction in progress 2,315 2,386 Total cost 1,244,119 1,315,621 Accumulated depreciation (224,161 ) (224,142 ) Investments in hotel properties, net $ 1,019,958 $ 1,091,479 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): Preliminary Allocations as of December 31, 2015 Adjustments Final Allocations as of June 30, 2016 Land $ 25,264 $ 269 $ 25,533 Buildings and improvements 34,853 (3,100 ) 31,753 Furniture, fixtures, and equipment 3,883 2,831 6,714 $ 64,000 $ — $ 64,000 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and liabilities related to assets held for sale | The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheet at June 30, 2016 were as follows: June 30, 2016 Assets Investments in hotel properties, net $ 55,450 Cash and cash equivalents 30 Restricted cash 1,640 Accounts receivable 877 Prepaid expenses 35 Other assets 25 Due from related party, net 1,689 Assets held for sale $ 59,746 Liabilities Indebtedness, net $ 56,523 Accounts payable and accrued expenses 1,239 Unfavorable management contract liability, net 97 Liabilities related to assets held for sale $ 57,859 |
Investment in Unconsolidated 29
Investment in Unconsolidated Entity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
AQUA U.S. Fund [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Condensed Balance Sheet | The following tables summarize the condensed balance sheet as of December 31, 2015 and the condensed statements of operations for the three and six months ended June 30, 2016 and 2015 of the AQUA U.S. Fund (in thousands): Ashford Quantitative Alternative (U.S.) Fund, LP Condensed Balance Sheet (unaudited) December 31, 2015 Total assets $ 106,792 Partners’ capital 106,792 Total liabilities and partners’ capital $ 106,792 Our ownership interest in the AQUA U.S. Fund $ 48,365 |
Condensed Income Statement | Ashford Quantitative Alternative (U.S.) Fund, LP Condensed Statements of Operations (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total investment income $ 34 $ 216 $ 52 $ 223 Net expenses (73 ) (33 ) (262 ) (31 ) Net investment income (expense) (39 ) 183 (210 ) 192 Net unrealized gain (loss) on investments (178 ) (3,028 ) 940 (2,982 ) Net realized gain (loss) on investments 470 1,033 (6,331 ) 1,030 Net income (loss) attributable to the AQUA U.S. Fund $ 253 (1,812 ) $ (5,601 ) (1,760 ) Our equity in earnings (loss) of the AQUA U.S. Fund $ 63 $ (820 ) $ (2,587 ) $ (820 ) |
Ashford Inc. [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Condensed Balance Sheet | The following tables summarize the condensed balance sheets as of June 30, 2016 and December 31, 2015, and the condensed statements of operations for the three and six months ended June 30, 2016 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets (unaudited) June 30, 2016 December 31, 2015 Total assets $ 126,312 $ 166,991 Total liabilities 37,608 30,115 Redeemable noncontrolling interests 1,267 240 Total stockholders’ equity of Ashford Inc. 32,374 32,165 Noncontrolling interests in consolidated entities 55,063 104,471 Total equity 87,437 136,636 Total liabilities and equity $ 126,312 $ 166,991 Our investment in Ashford Inc., at fair value $ 9,744 $ 10,377 |
Condensed Income Statement | Ashford Inc. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2016 2016 Total revenue $ 18,152 $ 31,561 Total operating expenses (20,344 ) (34,265 ) Operating loss (2,192 ) (2,704 ) Realized and unrealized loss on investment in unconsolidated entity — (1,460 ) Realized and unrealized (gain) loss on investments 236 (5,448 ) Other 22 (80 ) Income tax expense 655 15 Net loss (1,279 ) (9,677 ) (Income) loss from consolidated entities attributable to noncontrolling interests (182 ) 6,366 Net loss attributable to redeemable noncontrolling interests 355 473 Net loss attributable to Ashford Inc. $ (1,106 ) $ (2,838 ) Our unrealized gain (loss) on investment in Ashford Inc. $ 860 $ (633 ) |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness consisted of the following (in thousands): Indebtedness Collateral Maturity Interest Rate June 30, 2016 December 31, 2015 Secured revolving credit facility (3) None November 2016 Base Rate (2) + 1.25% to 2.75% or LIBOR (1) + 2.25% to 3.75% $ — $ — Mortgage loan (4) 1 hotel March 2017 LIBOR (1) + 2.30% 80,000 80,000 Mortgage loan (5) 1 hotel March 2017 LIBOR (1) + 2.25% 70,000 70,000 Mortgage loan (6) 1 hotel April 2017 5.91% 33,134 33,381 Mortgage loan (9) 2 hotel April 2017 5.95% 121,475 122,374 Mortgage loan 3 hotels April 2017 5.95% 247,191 249,020 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 40,000 40,000 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 42,000 42,000 TIF loan (6) (7) 1 hotel June 2018 12.85% 8,098 8,098 Mortgage loan (8) 2 hotels November 2019 LIBOR (1) + 2.65% 194,082 195,359 835,980 840,232 Deferred loan costs, net (3,432 ) (4,640 ) Total indebtedness $ 832,548 $ 835,592 Indebtedness related to assets held for sale (9) April 2017 5.95% 56,556 Deferred loan costs, net (33 ) $ 776,025 __________________ (1) LIBOR rates were 0.465% and 0.430% at June 30, 2016 and December 31, 2015 , respectively. (2) Base Rate, as defined in the secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% . (3) Our borrowing capacity under our secured revolving credit facility is $150.0 million . We have an option, subject to lender approval, to further increase the borrowing capacity to an aggregate of $300.0 million . We may use up to $15.0 million for standby letters of credit. The secured revolving credit facility has two one -year extension options subject to advance notice, satisfaction of certain conditions and a 0.25% extension fee. (4) This loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in March 2016. (5) This loan has three one -year extension options, subject to satisfaction of certain conditions. (6) These loans are collateralized by the same property. (7) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 5. (8) This loan has two one -year extension options, subject to satisfaction of certain conditions. (9) This mortgage loan included a balance of $56.6 million related to the Courtyard Seattle Downtown that is included in “liabilities related to assets held for sale” on the condensed consolidated balance sheet. Approximately $65 million of the mortgage loan was repaid upon the sale of Courtyard Seattle Downtown which occurred on July 1, 2016. See notes 4 and 18. |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income attributable to common stockholders - Basic and diluted: Net income attributable to the Company $ 2,188 $ 6,724 $ 2,054 $ 6,518 Less: Dividends on preferred stock (978 ) (198 ) (1,872 ) (198 ) Less: Dividends on common stock (3,140 ) (2,418 ) (5,977 ) (3,616 ) Less: Dividends on unvested performance stock units (19 ) (35 ) (54 ) (35 ) Less: Dividends on unvested restricted shares (13 ) (8 ) (22 ) (13 ) Less: Net income allocated to unvested performance stock units — (9 ) — (3 ) Less: Net income allocated to unvested restricted shares — (14 ) — (10 ) Undistributed net income (loss) allocated to common stockholders (1,962 ) 4,042 (5,871 ) 2,643 Add back: Dividends on common stock 3,140 2,418 5,977 3,616 Distributed and undistributed net income - basic $ 1,178 $ 6,460 $ 106 $ 6,259 Net income attributable to redeemable noncontrolling interests in operating partnership 184 — — 2,203 Dividends on preferred stock — 198 — — Distributed and undistributed net income - diluted $ 1,362 $ 6,658 $ 106 $ 8,462 Weighted average common shares outstanding: Weighted average common shares outstanding – basic 27,916 24,017 28,121 24,043 Effect of assumed conversion of operating partnership units 4,413 — — 8,476 Effect of assumed conversion of preferred stock — 756 — — Incentive fee shares 89 — 103 — Weighted average common shares outstanding – diluted 32,418 24,773 28,224 32,519 Income per share - basic: Net income allocated to common stockholders per share $ 0.04 $ 0.27 $ — $ 0.26 Income per share - diluted: Net income allocated to common stockholders per share $ 0.04 $ 0.27 $ — $ 0.26 |
Summary of computation of diluted income per share | Due to their anti-dilutive effect, the computation of diluted income per share does not reflect the adjustments for the following items (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income allocated to common stockholders is not adjusted for: Income allocated to unvested restricted shares $ 13 $ 22 $ 22 $ 23 Income allocated to unvested performance stock units 19 44 54 38 Income attributable to redeemable noncontrolling interests in operating partnership — 2,275 34 — Dividends on preferred stock 978 — 1,872 198 Total $ 1,010 $ 2,341 $ 1,982 $ 259 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 63 14 55 25 Effect of unvested performance stock units 108 27 54 14 Effect of assumed conversion of operating partnership units — 8,437 4,589 — Effect of assumed conversion of preferred stock 3,562 — 3,501 378 Total 3,733 8,478 8,199 417 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present 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) Total June 30, 2016 Assets Derivative assets: Interest rate derivatives - floors $ — $ 6,824 $ 6,824 (1) Interest rate derivatives - caps — 3 3 (1) Options on futures contracts 174 — 174 (1) 174 6,827 7,001 Non-derivative assets: Investment in Ashford Inc. 9,744 — 9,744 Total $ 9,918 $ 6,827 $ 16,745 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Interest rate derivatives - floors $ — $ 578 $ 578 (1) Interest rate derivatives - caps — 58 58 (1) Options on futures contracts 117 — 117 (1) 117 636 753 Non-derivative assets: Investment in Ashford Inc. 10,377 — 10,377 Total $ 10,494 $ 636 $ 11,130 __________________ (1) Reported as “derivative assets” in the condensed consolidated balance sheets. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following table summarizes the effect of fair value measured assets and liabilities on the condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Assets Derivative assets: Interest rate derivatives - floors $ 2,687 $ — $ 6,247 $ — Interest rate derivatives - caps (13 ) (8 ) (60 ) (40 ) Equity put options — (388 ) — (1,017 ) Equity call options — (31 ) — 23 Options on futures contracts (77 ) — (57 ) — Non-derivative assets: Investment in Ashford Inc. 860 — (633 ) — Equity - American Depositary Receipt — (75 ) — (75 ) Equity securities — (828 ) — 560 U.S. treasury securities — (97 ) — 53 Total 3,457 (1,427 ) 5,497 (496 ) Liabilities Derivative liabilities: Short equity put options — 373 — 680 Short equity call options — 797 — 844 Net $ 3,457 $ (257 ) $ 5,497 $ 1,028 Total combined Interest rate derivatives - floors $ 2,687 $ — $ 6,247 $ — Interest rate derivatives - caps (13 ) (8 ) (60 ) (40 ) Options on futures contracts (77 ) — (57 ) — Total derivatives 2,597 (1) (8 ) (1) 6,130 (1) (40 ) (1) Unrealized gain (loss) on investment in Ashford Inc. 860 — (633 ) — Unrealized loss on marketable securities — (1,323 ) — — Realized gain (loss) on marketable securities — (2) 1,074 (2) — (2) 1,068 (2) Net $ 3,457 $ (257 ) $ 5,497 $ 1,028 __________________ (1) Reported as “unrealized gain (loss) on derivatives” in the condensed consolidated statements of operations. (2) Reported as “other income (expense)” in the condensed consolidated statements of operations. |
Summary of Fair Value of Fina33
Summary of Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments, All Other Investments [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): June 30, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 9,744 $ 9,744 $ 10,377 $ 10,377 Derivative assets 7,001 7,001 753 753 Financial assets not measured at fair value: Cash and cash equivalents $ 130,014 $ 130,014 $ 105,039 $ 105,039 Restricted cash 40,352 40,352 33,135 33,135 Accounts receivable, net 17,296 17,296 13,370 13,370 Note receivable 8,098 8,945 to 9,887 8,098 9,157 to 10,120 Due from related party, net 532 532 371 371 Due from third-party hotel managers 9,771 9,771 10,722 10,722 Financial liabilities not measured at fair value: Indebtedness $ 835,980 $792,978 to $876,449 $ 840,232 $801,058 to $885,379 Accounts payable and accrued expenses 58,286 58,286 43,568 43,568 Dividends and distributions payable 4,962 4,962 3,439 3,439 Due to Ashford Trust OP, net 15 15 528 528 Due to Ashford Inc. 5,907 5,907 6,369 6,369 Due to third-party hotel managers 1,193 1,193 1,158 1,158 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Advisory services fee Base advisory fee $ 2,206 $ 2,164 $ 4,231 $ 4,369 Reimbursable expenses (1) 645 436 1,297 982 Equity-based compensation (2) 2,699 442 2,086 911 Incentive fee 285 — 285 — $ 5,835 $ 3,042 $ 7,899 $ 6,262 ________ (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 Prime’s common stock and LTIP units awarded to officers and employees of Ashford LLC. |
Organization and Description 35
Organization and Description of Business (Details) | Jun. 30, 2016hotelstate | Sep. 17, 2015 |
Organization and Description of Business [Line Items] | ||
Number of hotel properties managed by related party | 2 | |
Number of hotel properties owned | 12 | |
Number of states in which entity operates | state | 6 | |
Number of rooms owned | 3,952 | |
Number of rooms owned, net of partnership interest | 3,717 | |
Wholly Owned Properties [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties owned | 10 | |
Consolidated Properties [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties owned | 2 | |
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties owned | 11 | |
US Virgin Islands Taxable REIT Subsidiary [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties owned | 1 | |
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties owned | 9 | |
Ashford Hospitality Trust, Inc. [Member] | ||
Organization and Description of Business [Line Items] | ||
Fully diluted beneficial ownership in operating partnership | 80.00% |
Significant Accounting Polici36
Significant Accounting Policies (Details) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Apr. 29, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | ||||
Cost method investments | $ 9,744,000 | $ 9,744,000 | $ 10,377,000 | |
AIM REHE Fund [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Equity method investment, ownership percentage | 45.30% | |||
Equity method investment, other than temporary impairment | $ 0 | $ 0 | ||
Ashford Inc. [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Investment owned (in shares) | 195 | 195 | 195 | |
Ownership percentage of cost method investment | 9.60% | 9.60% | 9.70% | |
Cost method investments | $ 10,377,000 |
Investment in Hotel Propertie37
Investment in Hotel Properties, net (Investments in Hotel Properties, Net) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 210,696 | $ 227,620 |
Buildings and improvements | 967,542 | 1,017,086 |
Furniture, fixtures and equipment | 63,566 | 68,529 |
Construction in progress | 2,315 | 2,386 |
Total cost | 1,244,119 | 1,315,621 |
Accumulated depreciation | (224,161) | (224,142) |
Investments in hotel properties, net | $ 1,019,958 | $ 1,091,479 |
Investment in Hotel Propertie38
Investment in Hotel Properties, net (Ritz-Carlton St. Thomas Acquisition) (Details) - St. Thomas, USVI Ritz-Carlton [Member] - USD ($) | Dec. 15, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Ownership interest acquired | 100.00% | ||
Face amount of debt | $ 42,000,000 | ||
Consideration transferred | $ 64,000,000 | ||
Depreciation adjustment | $ 25,000 | ||
Preliminary estimated fair value of acquisition | |||
Land | 25,533,000 | $ 25,264,000 | |
Buildings and improvements | 31,753,000 | 34,853,000 | |
Furniture, fixtures, and equipment | 6,714,000 | 3,883,000 | |
Assets acquired, liabilities assumed, net | 64,000,000 | $ 64,000,000 | |
Land adjustment | 269,000 | ||
Buildings and improvements adjustment | (3,100,000) | ||
Furniture, fixtures, and equipment adjustment | 2,831,000 | ||
Consideration adjustment | $ 0 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2016 | May 23, 2016 | May 20, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets | ||||||
Cash and cash equivalents | $ 30 | $ 0 | ||||
Assets held for sale | $ 59,746 | $ 59,746 | 0 | |||
Liabilities | ||||||
Liabilities related to assets held for sale | 57,859 | 57,859 | $ 0 | |||
Courtyard Seattle Downtown [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration for disposal | $ 84,500 | $ 84,500 | ||||
Revenue | 4,800 | 8,000 | ||||
Net income | 780 | 660 | ||||
Assets | ||||||
Investments in hotel properties, net | 55,450 | 55,450 | ||||
Cash and cash equivalents | 30 | 30 | ||||
Restricted cash | 1,640 | 1,640 | ||||
Accounts receivable | 877 | 877 | ||||
Prepaid expenses | 35 | 35 | ||||
Other assets | 25 | 25 | ||||
Due from related party, net | 1,689 | 1,689 | ||||
Assets held for sale | 59,746 | 59,746 | ||||
Liabilities | ||||||
Indebtedness, net | 56,523 | 56,523 | ||||
Accounts payable and accrued expenses | 1,239 | 1,239 | ||||
Unfavorable management contract liability, net | 97 | 97 | ||||
Liabilities related to assets held for sale | $ 57,859 | $ 57,859 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Note receivable | $ 8,098 | $ 8,098 |
Philadelphia Note [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Note receivable | $ 8,100 | $ 8,100 |
Interest rate | 12.85% | 12.85% |
Investment in Unconsolidated 41
Investment in Unconsolidated Entity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||
Hold back on liquidation of investment | 5.00% | ||||
Total assets | $ 1,335,325 | $ 1,335,325 | $ 1,352,750 | ||
Total liabilities | 909,198 | 909,198 | 895,675 | ||
Redeemable noncontrolling interests in operating partnership | 62,509 | 62,509 | 61,781 | ||
Total stockholders' equity of Ashford Inc. | 303,369 | 303,369 | 338,859 | ||
Noncontrolling interest in consolidated entities | (5,748) | (5,748) | (5,813) | ||
Total equity | 297,621 | 297,621 | 333,046 | ||
Total liabilities and equity | 1,335,325 | 1,335,325 | 1,352,750 | ||
Total revenue | 112,432 | $ 92,837 | 212,229 | $ 170,626 | |
Total operating expenses | (101,917) | (73,763) | (190,261) | (143,293) | |
Operating income | 10,515 | 19,074 | 21,968 | 27,333 | |
Income tax expense | (1,156) | 172 | (1,526) | (309) | |
Net income | 2,292 | 9,124 | 2,153 | 8,699 | |
Net income attributable to redeemable noncontrolling interests in operating partnership | (184) | (2,275) | (34) | (2,203) | |
Net income attributable to the Company | 2,188 | 6,724 | 2,054 | 6,518 | |
Our equity in earnings (loss) of the unconsolidated entity | 63 | (820) | (2,587) | (820) | |
Cost method investments | 9,744 | 9,744 | 10,377 | ||
Investment in unconsolidated entity | 0 | 0 | 48,365 | ||
AQUA U.S. Fund [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Receivable due | 2,300 | 2,300 | |||
Total assets | 106,792 | ||||
Partners’ capital | 106,792 | ||||
Total liabilities and equity | $ 106,792 | ||||
Total investment income | 34 | 216 | 52 | 223 | |
Net expenses | (73) | (33) | (262) | (31) | |
Net investment income (expense) | (39) | 183 | (210) | 192 | |
Net unrealized gain (loss) on investments | (178) | (3,028) | 940 | (2,982) | |
Net realized gain (loss) on investments | 470 | 1,033 | (6,331) | 1,030 | |
Net income attributable to the Company | 253 | (1,812) | (5,601) | (1,760) | |
Our equity in earnings (loss) of the unconsolidated entity | 63 | $ (820) | (2,587) | $ (820) | |
Equity method investment, ownership percentage | 45.30% | 45.30% | 45.30% | ||
Investment in unconsolidated entity | $ 48,365 | ||||
Ashford Inc. [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total assets | 126,312 | 126,312 | 166,991 | ||
Total liabilities | 37,608 | 37,608 | 30,115 | ||
Redeemable noncontrolling interests in operating partnership | 1,267 | 1,267 | 240 | ||
Total stockholders' equity of Ashford Inc. | 32,374 | 32,374 | 32,165 | ||
Noncontrolling interest in consolidated entities | 55,063 | 55,063 | 104,471 | ||
Total equity | 87,437 | 87,437 | 136,636 | ||
Total liabilities and equity | 126,312 | 126,312 | $ 166,991 | ||
Total revenue | 18,152 | 31,561 | |||
Total operating expenses | (20,344) | (34,265) | |||
Operating income | (2,192) | (2,704) | |||
Equity in loss of unconsolidated entities | 0 | (1,460) | |||
Net unrealized gain (loss) on investments | 236 | (5,448) | |||
Other | 22 | (80) | |||
Income tax expense | 655 | 15 | |||
Net income | (1,279) | (9,677) | |||
Loss from consolidated entities attributable to noncontrolling interests | (182) | 6,366 | |||
Net income attributable to redeemable noncontrolling interests in operating partnership | 355 | 473 | |||
Net income attributable to the Company | (1,106) | (2,838) | |||
Our equity in earnings (loss) of the unconsolidated entity | $ 860 | $ (633) | |||
Ownership percentage of cost method investment | 9.60% | 9.60% | 9.70% | ||
Cost method investments | $ 10,377 | ||||
Investment owned (in shares) | 195 | 195 | 195 |
Indebtedness (Details)
Indebtedness (Details) $ in Thousands | Jul. 01, 2016USD ($) | Jun. 30, 2016USD ($)hotelextension | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||
Indebtedness, gross | $ 835,980 | $ 840,232 | |
Total indebtedness | 832,548 | 835,592 | |
Deferred loan costs, net | (3,432) | (4,640) | |
Indebtedness, net | 776,025 | 835,592 | |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | |||
Debt Instrument [Line Items] | |||
Deferred loan costs, net | $ (33) | ||
Mortgages | |||
Debt Instrument [Line Items] | |||
Indebtedness, gross | $ 152,000 | ||
LIBOR rate | 0.465% | 0.43% | |
Mortgages | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Mortgages | Mortgage Loan 1 | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 1 | ||
Indebtedness, gross | $ 80,000 | $ 80,000 | |
Number of extension options | extension | 3 | ||
Term of extension options | 1 year | ||
Mortgages | Mortgage Loan 1 | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.30% | ||
Mortgages | Mortgage loan 2 [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 1 | ||
Indebtedness, gross | $ 70,000 | 70,000 | |
Mortgages | Mortgage loan 2 [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Mortgages | Mortgage loan 3 [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 1 | ||
Interest rate | 5.91% | ||
Indebtedness, gross | $ 33,134 | 33,381 | |
Mortgages | Mortgage loan 4 [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 2 | ||
Interest rate | 5.95% | ||
Indebtedness, gross | $ 121,475 | 122,374 | |
Mortgages | Mortgage loan 4 [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | |||
Debt Instrument [Line Items] | |||
Indebtedness, gross | $ 56,556 | ||
Mortgages | Mortgage loan 4 [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Repayment of mortgage loan | $ 65,000 | ||
Mortgages | Mortgage Loan 5 [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 3 | ||
Interest rate | 5.95% | ||
Indebtedness, gross | $ 247,191 | 249,020 | |
Mortgages | Mortgage Loan 5 [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.95% | ||
Mortgages | Mortgage Loan 6 [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 1 | ||
Indebtedness, gross | $ 40,000 | 40,000 | |
Number of extension options | extension | 3 | ||
Term of extension options | 1 year | ||
Mortgages | Mortgage Loan 6 [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.95% | ||
Mortgages | Mortgage Loan 7 [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 1 | ||
Indebtedness, gross | $ 42,000 | 42,000 | |
Mortgages | Mortgage Loan 7 [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.95% | ||
Mortgages | TIF Loan [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 1 | ||
Interest rate | 12.85% | ||
Indebtedness, gross | $ 8,098 | 8,098 | |
Mortgages | Mortgage Loan 8 [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 2 | ||
Indebtedness, gross | $ 194,082 | 195,359 | |
Number of extension options | extension | 2 | ||
Term of extension options | 1 year | ||
Mortgages | Mortgage Loan 8 [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.65% | ||
Line of Credit [Member] | Senior Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Collateral (in hotels) | hotel | 0 | ||
Indebtedness, gross | $ 0 | $ 0 | |
Borrowing capacity | 150,000 | ||
Further possible expansion | $ 300,000 | ||
Number of extension options | extension | 2 | ||
Term of extension options | 1 year | ||
Extension fee | 0.25% | ||
Line of Credit [Member] | Senior Credit Facility [Member] | Minimum | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Line of Credit [Member] | Senior Credit Facility [Member] | Minimum | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Line of Credit [Member] | Senior Credit Facility [Member] | Maximum | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.75% | ||
Line of Credit [Member] | Senior Credit Facility [Member] | Maximum | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.75% | ||
Line of Credit [Member] | Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 15,000 |
Income Per Share (Details)
Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income attributable to common stockholders - Basic and diluted: | ||||
Net income attributable to the Company | $ 2,188 | $ 6,724 | $ 2,054 | $ 6,518 |
Less: Dividends on preferred stock | (978) | (198) | (1,872) | (198) |
Undistributed net income (loss) allocated to common stockholders | 1,962 | (4,042) | 5,871 | (2,643) |
Distributed and undistributed net income - basic | 1,178 | 6,460 | 106 | 6,259 |
Net income attributable to redeemable noncontrolling interests in operating partnership | 184 | 0 | 0 | 2,203 |
Dividends on preferred stock | 0 | 198 | 0 | 0 |
Distributed and undistributed net income - diluted | $ 1,362 | $ 6,658 | $ 106 | $ 8,462 |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding – basic (in shares) | 27,916 | 24,017 | 28,121 | 24,043 |
Effect of assumed conversion of operating partnership units | 4,413 | 0 | 0 | 8,476 |
Effect of assumed conversion of preferred stock | 0 | 756 | 0 | 0 |
Incentive fee shares | 89 | 0 | 103 | 0 |
Weighted average common shares outstanding – diluted (in shares) | 32,418 | 24,773 | 28,224 | 32,519 |
Income per share - basic: | ||||
Net income allocated to common stockholders per share (in dollars per share) | $ 0.04 | $ 0.27 | $ 0 | $ 0.26 |
Income per share - diluted: | ||||
Net income allocated to common stockholders per share (in dollars per share) | $ 0.04 | $ 0.27 | $ 0 | $ 0.26 |
Common Stock | ||||
Net income attributable to common stockholders - Basic and diluted: | ||||
Dividends | $ (3,140) | $ (2,418) | $ (5,977) | $ (3,616) |
Performance Shares | ||||
Net income attributable to common stockholders - Basic and diluted: | ||||
Dividends | (19) | (35) | (54) | (35) |
Undistributed net income (loss) allocated to common stockholders | 0 | (9) | 0 | (3) |
Restricted Stock | ||||
Net income attributable to common stockholders - Basic and diluted: | ||||
Dividends | (13) | (8) | (22) | (13) |
Undistributed net income (loss) allocated to common stockholders | 0 | (14) | 0 | (10) |
Restricted Stock | ||||
Net income attributable to common stockholders - Basic and diluted: | ||||
Distributed and undistributed net income - basic | 13 | 22 | 22 | 23 |
Performance Shares | ||||
Net income attributable to common stockholders - Basic and diluted: | ||||
Distributed and undistributed net income - basic | $ 19 | $ 44 | $ 54 | $ 38 |
Income Per Share (Antidilutive)
Income Per Share (Antidilutive) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income allocated to common stockholders is not adjusted for: | ||||
Net income allocated to anti-dilutive shares | $ 1,178 | $ 6,460 | $ 106 | $ 6,259 |
Dividends on preferred stock | 0 | 198 | 0 | 0 |
Total | $ 1,010 | $ 2,341 | $ 1,982 | $ 259 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 3,733 | 8,478 | 8,199 | 417 |
Restricted Stock | ||||
Net income allocated to common stockholders is not adjusted for: | ||||
Net income allocated to anti-dilutive shares | $ 13 | $ 22 | $ 22 | $ 23 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 63 | 14 | 55 | 25 |
Performance Shares | ||||
Net income allocated to common stockholders is not adjusted for: | ||||
Net income allocated to anti-dilutive shares | $ 19 | $ 44 | $ 54 | $ 38 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 108 | 27 | 54 | 14 |
Operating Partnership Units | ||||
Net income allocated to common stockholders is not adjusted for: | ||||
Income attributable to redeemable noncontrolling interests in operating partnership | $ 0 | $ 2,275 | $ 34 | $ 0 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 0 | 8,437 | 4,589 | 0 |
Preferred Stock | ||||
Net income allocated to common stockholders is not adjusted for: | ||||
Dividends on preferred stock | $ 978 | $ 0 | $ 1,872 | $ 198 |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 3,562 | 0 | 3,501 | 378 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Indebtedness, gross | $ 835,980,000 | $ 840,232,000 | |
Interest Rate Cap | |||
Derivative [Line Items] | |||
Notional amount | $ 80,000,000 | ||
Strike rate | 5.78% | ||
Cost of derivative | $ 4,500 | ||
Interest Rate Cap | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 2.00% | ||
Interest Rate Cap | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 5.78% | ||
Interest Rate Cap | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Notional amount | $ 368,000,000 | 139,500,000 | |
Cost of derivative | $ 117,000 | ||
Interest Rate Cap | Not Designated as Hedging Instrument | Minimum | |||
Derivative [Line Items] | |||
Strike rate | 2.00% | ||
Interest Rate Cap | Not Designated as Hedging Instrument | Maximum | |||
Derivative [Line Items] | |||
Strike rate | 4.50% | ||
Interest Rate Floor | |||
Derivative [Line Items] | |||
Notional amount | $ 3,000,000,000 | $ 3,000,000,000 | |
Floor interest rate | (0.25%) | (0.25%) | |
Cost of derivative | $ 3,500,000 | ||
Eurodollar Future | |||
Derivative [Line Items] | |||
Cost of derivative | $ 124,000 | 372,000 | |
Mortgages | |||
Derivative [Line Items] | |||
Indebtedness, gross | 152,000,000 | ||
Mortgages | Mortgage Loan 1 | |||
Derivative [Line Items] | |||
Indebtedness, gross | $ 80,000,000 | $ 80,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Significance of current credit spreads to level 3 input considerations | 10.00% | 10.00% | |||
Derivative assets | $ 7,001 | $ 7,001 | $ 753 | ||
Derivative assets | 7,001 | 7,001 | 753 | ||
Cost method investments | 9,744 | 9,744 | 10,377 | ||
Total | 16,745 | 16,745 | 11,130 | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 3,457 | $ (257) | 5,497 | $ 1,028 | |
Unrealized gain (loss) on derivatives | 2,597 | (8) | 6,130 | (40) | |
Unrealized loss on marketable securities | 0 | (1,323) | 0 | 0 | |
Realized gain (loss) on marketable securities | 0 | 1,074 | 0 | 1,068 | |
Equity securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Non-derivative assets | 9,744 | 9,744 | 10,377 | ||
Investment in Ashford Inc. | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Unrealized gain (loss) on derivatives | 860 | 0 | (633) | 0 | |
Derivative Financial Instruments, Liabilities [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 3,457 | (257) | 5,497 | 1,028 | |
Non-Derivative Assets [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 3,457 | (1,427) | 5,497 | (496) | |
Non-Derivative Assets [Member] | Equity securities | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 0 | (828) | 0 | 560 | |
Non-Derivative Assets [Member] | Investment in Ashford Inc. | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 860 | 0 | (633) | 0 | |
Non-Derivative Assets [Member] | Equity - American Depositary Receipt | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 0 | (75) | 0 | (75) | |
Non-Derivative Assets [Member] | U.S. treasury securities | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 0 | (97) | 0 | 53 | |
Derivative | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 2,597 | (8) | 6,130 | (40) | |
Interest Rate Floor | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 6,824 | 6,824 | 578 | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 2,687 | 0 | 6,247 | 0 | |
Interest Rate Floor | Derivative Financial Instruments, Assets [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 2,687 | 0 | 6,247 | 0 | |
Interest Rate Cap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 3 | 3 | 58 | ||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | (13) | (8) | (60) | (40) | |
Interest Rate Cap | Derivative Financial Instruments, Assets [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | (13) | (8) | (60) | (40) | |
Foreign Exchange Option | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 174 | 174 | 117 | ||
Equity Put Option | Derivative Financial Instruments, Liabilities [Member] | Short [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 0 | 373 | 0 | 680 | |
Equity Put Option | Derivative Financial Instruments, Assets [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 0 | (388) | 0 | (1,017) | |
Equity Call Option | Derivative Financial Instruments, Liabilities [Member] | Short [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 0 | 797 | 0 | 844 | |
Equity Call Option | Derivative Financial Instruments, Assets [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | 0 | (31) | 0 | 23 | |
Future | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | (77) | 0 | (57) | 0 | |
Future | Derivative Financial Instruments, Assets [Member] | |||||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||||
Gain (loss) recognized in income | (77) | $ 0 | (57) | $ 0 | |
Quoted Market Prices (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 174 | 174 | 117 | ||
Total | 9,918 | 9,918 | 10,494 | ||
Quoted Market Prices (Level 1) | Equity securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Non-derivative assets | 10,377 | ||||
Quoted Market Prices (Level 1) | Interest Rate Floor | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 0 | 0 | 0 | ||
Quoted Market Prices (Level 1) | Interest Rate Cap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 0 | 0 | 0 | ||
Quoted Market Prices (Level 1) | Foreign Exchange Option | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 174 | 174 | 117 | ||
Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 6,827 | 6,827 | 636 | ||
Total | 6,827 | 6,827 | 636 | ||
Significant Other Observable Inputs (Level 2) | Equity securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Non-derivative assets | 0 | 0 | 0 | ||
Significant Other Observable Inputs (Level 2) | Interest Rate Floor | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 6,824 | 6,824 | 578 | ||
Significant Other Observable Inputs (Level 2) | Interest Rate Cap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | 3 | 3 | 58 | ||
Significant Other Observable Inputs (Level 2) | Foreign Exchange Option | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative assets | $ 0 | $ 0 | $ 0 |
Summary of Fair Value of Fina47
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Financial assets and liabilities measured at fair value: | |||
Cost method investments | $ 9,744 | $ 10,377 | |
Derivative assets | 7,001 | 753 | |
Derivative assets, Estimated fair value | 7,001 | 753 | |
Financial assets not measured at fair value: | |||
Cash and cash equivalents, Carrying value | 130,014 | 105,039 | $ 171,439 |
Cash and cash equivalents, Estimated fair value | 130,014 | 105,039 | |
Restricted cash, Carrying value | 40,352 | 33,135 | |
Restricted cash, Estimated fair value | 40,352 | 33,135 | |
Accounts receivable, Carrying value | 17,296 | 13,370 | |
Accounts receivable, Estimated fair value | 17,296 | 13,370 | |
Note receivable. Carrying value | 8,098 | 8,098 | |
Due from related party, net, Carrying value | 532 | 371 | |
Due from related party, net, Estimated fair value | 532 | 371 | |
Due from third-party hotel managers, Carrying value | 9,771 | 10,722 | |
Due from third-party hotel managers, Estimated fair value | 9,771 | 10,722 | |
Financial liabilities not measured at fair value: | |||
Indebtedness, Carrying value | 835,980 | 840,232 | |
Accounts payable and accrued expenses, Carrying value | 58,286 | 43,568 | |
Accounts payable and accrued expenses, Estimated fair value | 58,286 | 43,568 | |
Dividends and distributions payable, Carrying value | 4,962 | 3,439 | |
Dividends and distributions payable, Estimated fair value | 4,962 | 3,439 | |
Due to Ashford Trust OP, net, Carrying value | 15 | 528 | |
Due to Ashford Trust OP, net, Estimated fair value | 15 | 528 | |
Due to Ashford Inc., Carrying value | 5,907 | 6,369 | |
Due to Ashford Inc., Estimated fair value | 5,907 | 6,369 | |
Due to third-party hotel managers, Carrying value | 1,193 | 1,158 | |
Due to third-party hotel managers, Estimated fair value | 1,193 | 1,158 | |
Minimum | |||
Financial assets not measured at fair value: | |||
Notes receivable, Estimated fair value | 8,945 | 9,157 | |
Financial liabilities not measured at fair value: | |||
Indebtedness, Estimated fair value | 792,978 | 801,058 | |
Maximum | |||
Financial assets not measured at fair value: | |||
Notes receivable, Estimated fair value | 9,887 | 10,120 | |
Financial liabilities not measured at fair value: | |||
Indebtedness, Estimated fair value | $ 876,449 | $ 885,379 |
Summary of Fair Value of Fina48
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets | 90 days | |
Note receivable | $ 8,098 | $ 8,098 |
Indebtedness, Carrying value | $ 835,980 | $ 840,232 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 10.50% | 13.10% |
Total indebtedness fair value variance from carrying value (as a percent) | 94.90% | 95.30% |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 22.10% | 25.00% |
Total indebtedness fair value variance from carrying value (as a percent) | 104.80% | 105.40% |
Redeemable Noncontrolling Int49
Redeemable Noncontrolling Interests in Operating Partnership (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | May 31, 2015 | Mar. 31, 2015 |
Noncontrolling Interest [Line Items] | ||||||||
Redeemable noncontrolling interests in operating partnership | $ 62,509 | $ 62,509 | $ 61,781 | |||||
Noncontrolling interest in a consolidated entity | 25.00% | 25.00% | 25.00% | |||||
Redemption value adjustment | $ 595 | |||||||
Net income attributable to redeemable noncontrolling interests in operating partnership | $ (184) | $ (2,275) | (34) | $ (2,203) | ||||
Cash distributions declared | $ 572 | $ 859 | $ 1,100 | $ 1,300 | ||||
Ashford Prime OP [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest in a consolidated entity | 13.19% | 13.19% | 12.75% | |||||
Redemption value adjustment | $ 12,000 | $ 12,500 | ||||||
Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Other than options (in shares) | 760,000 | 760,000 | ||||||
Unearned compensation | $ 1,200 | $ 1,200 | ||||||
Amortization period | 2 years 9 months 18 days | |||||||
Long Term Incentive Plan Units [Member] | Tranche One [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Units which have not reached full economic parity with the common units | 3,000 | |||||||
Long Term Incentive Plan Units [Member] | Tranche Two [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Units which have not reached full economic parity with the common units | 6,000 | |||||||
Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Shares authorized (in shares) | 195,000 | |||||||
Amortization period | 1 year 6 months | |||||||
Performance Long Term Incentive Plan Units [Member] | Tranche One [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Unearned compensation | $ 2,400 | $ 2,400 | ||||||
Performance Long Term Incentive Plan Units [Member] | Tranche Three [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Units which have not reached full economic parity with the common units | 389,000 | 389,000 | ||||||
Operating Partnership Units | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Common units redeemed | 0 | 113,000 | 0 | 345,000 | ||||
Fair value of common units redeemed | $ 1,800 | $ 5,900 | ||||||
Average price of common units redeemed, per unit | $ 16.23 | $ 16.97 | ||||||
Common units converted | 30,000 | |||||||
Temporary equity conversion fair value | $ 497 | |||||||
Minimum | Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Award performance target | 0.00% | |||||||
Maximum | Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Award performance target | 200.00% | |||||||
Corporate General and Administrative Expense [Member] | Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Equity-based compensation expense | $ 44 | $ 102 | $ 44 | 102 | ||||
Advisory Services Fee [Member] | Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Equity-based compensation expense | 627 | 226 | 713 | 628 | ||||
Advisory Services Fee [Member] | Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Equity-based compensation expense | $ 1,000 | $ 0 | $ 691 | $ 0 |
Equity and Stock-Based Compen50
Equity and Stock-Based Compensation (Details) shares in Thousands | Jun. 08, 2015shares | Jun. 30, 2016USD ($)hotelshares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)hotelshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)hotelshares | Apr. 08, 2016USD ($) | Dec. 31, 2015USD ($)hotel | Oct. 27, 2014USD ($) |
Class of Stock [Line Items] | |||||||||
Dividends declared - common stock | $ 3,200,000 | $ 2,500,000 | $ 5,975,000 | $ 3,700,000 | |||||
Value of stock repurchased during period | $ 30,162,000 | ||||||||
Noncontrolling interest in a consolidated entity | 25.00% | 25.00% | 25.00% | 25.00% | |||||
Number of hotel properties with JV interests | hotel | 2 | 2 | 2 | 2 | |||||
Noncontrolling interest in consolidated entities | $ (5,748,000) | $ (5,748,000) | $ (5,748,000) | $ (5,813,000) | |||||
(Income) loss from consolidated entities attributable to noncontrolling interests | 80,000 | (125,000) | (65,000) | 22,000 | |||||
Additional Paid-in Capital | |||||||||
Class of Stock [Line Items] | |||||||||
Value of stock repurchased during period | 30,139,000 | ||||||||
Restricted Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Unearned compensation | 1,100,000 | $ 1,100,000 | 1,100,000 | ||||||
Amortization period | 2 years 9 months | ||||||||
Restricted Stock | Advisory Services Fee [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Equity-based compensation expense | 246,000 | 78,000 | $ 269,000 | 145,000 | |||||
Restricted Stock | Corporate General and Administrative Expense [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Equity-based compensation expense | 177,000 | 153,000 | 177,000 | 153,000 | |||||
Performance Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Units issued (in shares) | shares | 155 | ||||||||
Unearned compensation | 1,900,000 | $ 1,900,000 | $ 1,900,000 | ||||||
Amortization period | 1 year 6 months | ||||||||
Performance Shares | Advisory Services Fee [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Equity-based compensation expense | $ 810,000 | $ 137,000 | $ 412,000 | $ 137,000 | |||||
Minimum | Performance Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Award performance target | 0.00% | ||||||||
Maximum | Performance Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Award performance target | 200.00% | ||||||||
Stock Repurchase Program [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share repurchase program authorized amount | $ 50,000,000 | $ 100,000,000 | |||||||
Shares of stock repurchased during period (in shares) | shares | 2,200 | 2,200 | 471 | 3,600 | |||||
Value of stock repurchased during period | $ 30,000,000 | $ 30,000,000 | $ 8,100,000 | $ 54,200,000 |
5.5% Series B Cumulative Conv51
5.5% Series B Cumulative Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Apr. 26, 2016USD ($)$ / sharesshares | Dec. 04, 2015$ / shares | Jun. 09, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Dec. 31, 2015shares |
Class of Stock [Line Items] | ||||||||
Preferred stock conversion rate | 1.3228 | |||||||
Preferred dividends | $ | $ 978 | $ 198 | $ 1,872 | $ 198 | ||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Series B preferred stock, shares issued (in shares) | shares | 2,600,000 | |||||||
Preferred stock dividend rate | 5.50% | 5.50% | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Issuance of preferred stock (in dollars per share) | $ 25 | |||||||
Underwriting discount | $ | $ 1,500 | |||||||
Issuance of preferred stock, net of discount (in dollars per share) | $ 24.4125 | |||||||
Proceeds from issuance of stock, net of discounts and Expenses | $ | $ 62,200 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Series B preferred stock, shares issued (in shares) | shares | 2,890,850 | 2,890,850 | 2,600,000 | |||||
Preferred stock dividend rate | 5.50% | 5.50% | ||||||
Liquidation preference per share | $ 25 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Issuance of preferred stock (in dollars per share) | $ 17.24 | |||||||
Proceeds from issuance of preferred stock | $ | $ 5,000 | |||||||
Proceeds from issuance of stock, net of discounts and Expenses | $ | $ 4,200 | |||||||
Series B preferred stock, shares outstanding (in shares) | shares | 2,900,000 | 2,900,000 | 2,600,000 | |||||
Initial conversion price (in dollars per share) | $ 18.90 | |||||||
Consecutive trading days | 45 days | |||||||
Days ending prior to notice of conversion | 3 days | |||||||
Stock issued (in shares) | shares | 290,850 | |||||||
Annual preferred stock dividend | $ 1.375 | |||||||
Minimum | Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Percent of conversion price | 110.00% | 110.00% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Restricted Cash [Member] | Minimum | |
Commitments and Contingencies [Line Items] | |
Replacement reserve escrow as percentage of property revenue | 4.00% |
Restricted Cash [Member] | Maximum | |
Commitments and Contingencies [Line Items] | |
Replacement reserve escrow as percentage of property revenue | 5.00% |
Management Fees [Member] | |
Commitments and Contingencies [Line Items] | |
Portion of project management fees to project costs | 4.00% |
Management Fees [Member] | Minimum | |
Commitments and Contingencies [Line Items] | |
Monthly property management fee | $ 10,000 |
Property management fee, percent | 3.00% |
Management Fees [Member] | Maximum | |
Commitments and Contingencies [Line Items] | |
Property management fee, percent | 7.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 6 Months Ended |
Jun. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Due to Ashford Trust OP, net | $ 15 | $ 15 | $ 528 | ||
Due to Ashford Inc., net | 5,907 | 5,907 | $ 6,369 | ||
Advisory services fee | 5,835 | $ 3,042 | 7,899 | $ 6,262 | |
Ashford LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 5,835 | 3,042 | 7,899 | 6,262 | |
Ashford LLC [Member] | Base Fee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 2,206 | 2,164 | 4,231 | 4,369 | |
Ashford LLC [Member] | Reimbursable Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 645 | 436 | 1,297 | 982 | |
Ashford LLC [Member] | Equity-Based Compensation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 2,699 | 442 | 2,086 | 911 | |
Ashford LLC [Member] | Incentive Management Fee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | $ 285 | $ 0 | $ 285 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jul. 01, 2016USD ($) | Aug. 09, 2016USD ($)shares | Jun. 30, 2016USD ($)hotelshares | Jun. 30, 2016USD ($)hotelshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)hotelshares | May 23, 2016USD ($)room | May 20, 2016USD ($) |
Subsequent Event [Line Items] | ||||||||
Number of hotel properties owned | hotel | 12 | 12 | 12 | |||||
Value of stock repurchased during period | $ 30,162 | |||||||
Stock Repurchase Program [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares of stock repurchased during period (in shares) | shares | 2,200,000 | 2,200,000 | 471,000 | 3,600,000 | ||||
Value of stock repurchased during period | $ 30,000 | $ 30,000 | $ 8,100 | $ 54,200 | ||||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of hotel properties owned | room | 250 | |||||||
Consideration for disposal | $ 84,500 | $ 84,500 | ||||||
Subsequent Event [Member] | Stock Repurchase Program [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares of stock repurchased during period (in shares) | shares | 630,000 | |||||||
Value of stock repurchased during period | $ 9,000 | |||||||
Subsequent Event [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from disposal | $ 14,500 | |||||||
Subsequent Event [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | Mortgages | Mortgage Loan Four [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayment of mortgage loan | $ 65,000 |