Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Ashford Hospitality Prime, Inc. | ||
Entity Central Index Key | 1,574,085 | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 26,026,515 | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 347,949 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Investments in hotel properties, net | $ 1,014,532 | $ 1,091,479 |
Cash and cash equivalents | 126,790 | 105,039 |
Restricted cash | 37,855 | 33,135 |
Accounts receivable, net of allowance of $96 and $68, respectively | 18,194 | 13,370 |
Inventories | 1,479 | 1,451 |
Note receivable | 8,098 | 8,098 |
Deferred costs, net | 1,020 | 755 |
Prepaid expenses | 3,669 | 3,132 |
Derivative assets | 1,149 | 753 |
Other assets | 2,249 | 2,543 |
Intangible assets, net | 22,846 | 23,160 |
Due from related party, net | 377 | 371 |
Due from third-party hotel managers | 7,555 | 10,722 |
Total assets | 1,256,997 | 1,352,750 |
Liabilities: | ||
Indebtedness, net | 764,616 | 835,592 |
Accounts payable and accrued expenses | 44,791 | 43,568 |
Dividends and distributions payable | 5,038 | 3,439 |
Unfavorable management contract liabilities | 0 | 158 |
Due to affiliate | 2,500 | 0 |
Due to third-party hotel managers | 973 | 1,158 |
Intangible liability, net | 3,625 | 3,682 |
Other liabilities | 1,432 | 1,181 |
Total liabilities | 828,060 | 895,675 |
Commitments and contingencies (note 13) | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 2,890,850 and 2,600,000 shares issued and outstanding at December 31, 2016 and 2015, respectively | 65,960 | 62,248 |
Redeemable noncontrolling interests in operating partnership | 59,544 | 61,781 |
Equity: | ||
Common stock, $0.01 par value, 200,000,000 shares authorized, 26,021,552 and 28,471,775 shares issued and outstanding at December 31, 2016 and 2015, respectively | 260 | 285 |
Additional paid-in capital | 401,790 | 438,347 |
Accumulated deficit | (93,254) | (99,773) |
Total stockholders’ equity of the Company | 308,796 | 338,859 |
Noncontrolling interest in consolidated entity | (5,363) | (5,813) |
Total equity | 303,433 | 333,046 |
Total liabilities and equity | 1,256,997 | 1,352,750 |
Ashford Trust OP [Member] | ||
ASSETS | ||
Due from affiliates | 488 | 0 |
Liabilities: | ||
Due to affiliate | 0 | 528 |
AQUA U.S. Fund [Member] | ||
ASSETS | ||
Due from affiliates | 2,289 | 0 |
Ashford Inc. [Member] | ||
ASSETS | ||
Investment in unconsolidated entity | 8,407 | 10,377 |
Total assets | 129,797 | 166,991 |
Liabilities: | ||
Total liabilities | 38,168 | 30,115 |
Redeemable noncontrolling interests in operating partnership | 1,480 | 240 |
Equity: | ||
Total stockholders’ equity of the Company | 37,377 | 32,165 |
Noncontrolling interest in consolidated entity | 52,772 | 104,471 |
Total equity | 90,149 | 136,636 |
Total liabilities and equity | 129,797 | 166,991 |
AQUA U.S. Fund [Member] | ||
ASSETS | ||
Investment in unconsolidated entity | $ 0 | 48,365 |
Total assets | 106,792 | |
Equity: | ||
Total liabilities and equity | $ 106,792 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for accounts receivable | $ 96 | $ 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) | 26,021,552 | 28,471,775 |
Common stock, shares outstanding (in shares) | 26,021,552 | 28,471,775 |
Convertible preferred stock, shares outstanding (in shares) | 4,943,000 | 4,375,000 |
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 2,600,000 shares issued and outstanding at December 31, 2015 | ||
Convertible preferred stock (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares issued (in shares) | 2,890,850 | 2,600,000 |
Convertible preferred stock, shares outstanding (in shares) | 2,890,850 | 2,600,000 |
Preferred stock dividend rate | 5.50% | 5.50% |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | |||
Rooms | $ 287,844 | $ 255,443 | $ 226,495 |
Food and beverage | 95,618 | 79,894 | 67,854 |
Other | 22,267 | 14,061 | 12,844 |
Total hotel revenue | 405,729 | 349,398 | 307,193 |
Other | 128 | 147 | 115 |
Total revenue | 405,857 | 349,545 | 307,308 |
Hotel operating expenses: | |||
Rooms | 65,541 | 56,341 | 51,636 |
Food and beverage | 68,471 | 53,535 | 44,297 |
Other expenses | 113,114 | 93,742 | 80,593 |
Management fees | 15,456 | 14,049 | 12,525 |
Total hotel expenses | 262,582 | 217,667 | 189,051 |
Property taxes, insurance and other | 20,539 | 18,517 | 16,174 |
Depreciation and amortization | 45,897 | 43,824 | 40,686 |
Advisory services fee | 14,955 | 17,889 | 12,534 |
Transaction costs | 457 | 538 | 1,871 |
Corporate general and administrative | 14,286 | 5,134 | 3,242 |
Total expenses | 358,716 | 303,569 | 263,558 |
OPERATING INCOME (LOSS) | 47,141 | 45,976 | 43,750 |
Equity in earnings (loss) of unconsolidated entity | (2,587) | (2,927) | 0 |
Interest income | 167 | 34 | 27 |
Gain (loss) on sale of hotel property | 26,359 | 0 | 0 |
Other income (expense) | (165) | 1,233 | 0 |
Interest expense and amortization of loan costs | (40,881) | (37,829) | (39,031) |
Write-off of loan costs and exit fees | (2,595) | (54) | 0 |
Unrealized gain (loss) on derivatives | 425 | (3,252) | (111) |
INCOME (LOSS) BEFORE INCOME TAXES | 25,894 | (4,428) | 4,635 |
Income tax (expense) benefit | (1,574) | (263) | (1,097) |
NET INCOME (LOSS) | 24,320 | (4,691) | 3,538 |
(Income) loss from consolidated entities attributable to noncontrolling interests | (3,105) | (2,414) | (1,103) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (1,899) | 393 | (496) |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 19,316 | (6,712) | 1,939 |
Preferred dividends | (3,860) | (1,986) | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 15,456 | $ (8,698) | $ 1,939 |
INCOME (LOSS) PER SHARE - BASIC: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 0.57 | $ (0.34) | $ 0.08 |
Weighted average common shares outstanding – basic (in shares) | 26,648 | 25,888 | 24,473 |
INCOME (LOSS) PER SHARE - DILUTED: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 0.55 | $ (0.34) | $ 0.07 |
Weighted average common shares outstanding – diluted (in shares) | 31,195 | 25,888 | 33,325 |
Dividends declared per common share (in dollars per share) | $ 0.46 | $ 0.35 | $ 0.2000 |
Ashford Inc. [Member] | |||
REVENUE | |||
Total revenue | $ 67,607 | $ 58,981 | |
Hotel operating expenses: | |||
Total expenses | 70,064 | 60,332 | |
OPERATING INCOME (LOSS) | (2,457) | (1,351) | |
Equity in earnings (loss) of unconsolidated entity | (1,970) | (7,609) | $ 0 |
Income tax (expense) benefit | (780) | (2,066) | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 1,147 | $ 2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 24,320 | $ (4,691) | $ 3,538 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Total other comprehensive income (loss) | 0 | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | 24,320 | (4,691) | 3,538 |
Comprehensive (income) loss attributable to noncontrolling interests in consolidated entities | (3,105) | (2,414) | (1,103) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | (1,899) | 393 | (496) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 19,316 | $ (6,712) | $ 1,939 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests in Consolidated Entities | Redeemable Noncontrolling Interest in Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2013 | 16,129 | |||||
Beginning balance at Dec. 31, 2013 | $ 143,401 | $ 161 | $ 246,928 | $ (101,062) | $ (2,626) | $ 159,726 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Purchase of common stock (in shares) | (928) | |||||
Purchase of common stock | (16,108) | $ (9) | (14,315) | (1,784) | ||
Equity-based compensation | 413 | 413 | 1,938 | |||
Issuance of common stock (in shares) | 9,200 | |||||
Issuance of common stock | 143,935 | $ 92 | 143,843 | |||
Issuance of restricted shares/units (in shares) | 64 | |||||
Issuance of restricted shares/units | 1 | $ 1 | 18 | |||
Forfeiture of restricted common shares (in shares) | (1) | |||||
Forfeiture of restricted common shares | (22) | (22) | ||||
Dividends declared – common stock | (5,031) | (5,031) | ||||
Distributions to noncontrolling interests | (2,938) | (2,938) | (1,799) | |||
Redemption/conversion of operating partnership units | (3,074) | |||||
Net income (loss) attributable to the Company | 1,939 | 1,939 | ||||
Income from consolidated entities attributable to noncontrolling interests | 1,103 | 1,103 | ||||
Net income (loss) | 3,042 | |||||
Net income (loss) | 496 | |||||
Redemption value adjustments | 7,750 | 7,750 | (7,750) | |||
Ending balance (in shares) at Dec. 31, 2014 | 24,464 | |||||
Ending balance at Dec. 31, 2014 | 274,443 | $ 245 | 376,869 | (98,210) | (4,461) | 149,555 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Purchase of common stock (in shares) | (479) | |||||
Purchase of common stock | (8,216) | $ (4) | (7,336) | (876) | ||
Equity-based compensation | 2,416 | 2,416 | 1,431 | |||
Issuance of common stock (in shares) | 200 | |||||
Issuance of common stock | 3,104 | $ 2 | 3,102 | |||
Issuance of restricted shares/units (in shares) | 44 | |||||
Issuance of restricted shares/units | 0 | |||||
Forfeiture of restricted common shares (in shares) | (2) | |||||
Forfeiture of restricted common shares | (10) | (5) | (5) | |||
Dividends declared – common stock | (9,428) | (9,428) | ||||
Dividends declared – preferred stock | (1,986) | (1,986) | ||||
Distributions to noncontrolling interests | (3,766) | (3,766) | (2,170) | |||
Redemption/conversion of operating partnership units (in shares) | 4,245 | |||||
Redemption/conversion of operating partnership units | 63,343 | $ 42 | 63,301 | (69,198) | ||
Net income (loss) attributable to the Company | (6,712) | (6,712) | ||||
Income from consolidated entities attributable to noncontrolling interests | 2,414 | 2,414 | ||||
Net income (loss) | (4,298) | |||||
Net income (loss) | (393) | |||||
Redemption value adjustments | 17,444 | 17,444 | (17,444) | |||
Ending balance (in shares) at Dec. 31, 2015 | 28,472 | |||||
Ending balance at Dec. 31, 2015 | 333,046 | $ 285 | 438,347 | (99,773) | (5,813) | 61,781 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Purchase of common stock (in shares) | (2,893) | |||||
Purchase of common stock | (39,228) | $ (29) | (39,199) | |||
Equity-based compensation | 721 | 721 | 3,435 | |||
Issuance of restricted shares/units (in shares) | 309 | |||||
Issuance of restricted shares/units | 0 | $ 3 | (3) | 35 | ||
Forfeiture of restricted common shares (in shares) | (3) | |||||
Forfeiture of restricted common shares | 0 | |||||
Dividends declared – common stock | (12,287) | (12,287) | ||||
Dividends declared – preferred stock | (3,860) | (3,860) | ||||
Distributions to noncontrolling interests | (2,655) | (2,655) | (2,331) | |||
Redemption/conversion of operating partnership units (in shares) | 137 | |||||
Redemption/conversion of operating partnership units | 1,584 | $ 1 | 1,924 | (341) | (1,584) | |
Net income (loss) attributable to the Company | 19,316 | 19,316 | ||||
Income from consolidated entities attributable to noncontrolling interests | 3,105 | 3,105 | ||||
Net income (loss) | 22,421 | |||||
Net income (loss) | 1,899 | |||||
Redemption value adjustments | 3,691 | 3,691 | (3,691) | |||
Ending balance (in shares) at Dec. 31, 2016 | 26,022 | |||||
Ending balance at Dec. 31, 2016 | $ 303,433 | $ 260 | $ 401,790 | $ (93,254) | $ (5,363) | $ 59,544 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 24,320 | $ (4,691) | $ 3,538 |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization | 45,897 | 43,824 | 40,686 |
Equity-based compensation | 4,156 | 3,847 | 2,351 |
Bad debt expense | 217 | 117 | 151 |
Amortization of loan costs | 3,169 | 2,575 | 1,828 |
Write-off of loan costs and exit fees | 2,595 | 54 | 0 |
Amortization of intangibles | 107 | (106) | (214) |
(Gain) loss on sale of hotel property | (26,359) | 0 | 0 |
Realized and unrealized (gain) loss on derivatives | (269) | 3,252 | 111 |
Realized (gain) loss on marketable securities | 0 | (1,068) | 0 |
Purchases of trading securities | 1,970 | 7,609 | 0 |
Purchases of trading securities | 0 | (105,878) | 0 |
Sales of trading securities | 0 | 55,654 | 0 |
Equity in (earnings) loss of unconsolidated entity | 2,587 | 2,927 | 0 |
Deferred tax expense (benefit) | 1,089 | (1,093) | 0 |
Payments for derivatives | (114) | (3,853) | 0 |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and disposition: | |||
Restricted cash | (2,307) | 418 | (1,291) |
Accounts receivable and inventories | (5,617) | 1,923 | (3,433) |
Prepaid expenses and other assets | (933) | (338) | 19 |
Accounts payable and accrued expenses | 3,277 | 5,416 | 4,360 |
Due to/from related party, net | (27) | 191 | (497) |
Due to/from affiliate | 2,500 | 0 | 0 |
Due to/from third-party hotel managers | 2,882 | (5,014) | 13,281 |
Due from Ashford Inc. | (1,284) | 3,823 | 2,546 |
Other liabilities | 251 | (80) | 212 |
Net cash provided by (used in) operating activities | 57,091 | 9,390 | 54,854 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from property insurance | 691 | 24 | 125 |
Net proceeds from sale of hotel property | 82,732 | 0 | 0 |
Proceeds from sale of furniture, fixtures and equipment | 0 | 206 | 0 |
Proceeds from liquidation of AQUA U.S. Fund | 43,489 | 0 | 0 |
Acquisition of hotel properties, net of cash acquired | 0 | (144,102) | (172,112) |
Investment in Ashford Inc. | 0 | (16,623) | 0 |
Change in restricted cash related to improvements and additions to hotel properties | (3,204) | (3,437) | (19,742) |
Improvements and additions to hotel properties | (23,423) | (19,322) | (21,034) |
Net cash provided by (used in) investing activities | 100,285 | (183,254) | (212,763) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on indebtedness | 0 | 152,000 | 82,299 |
Repayments of indebtedness | (73,268) | (76,998) | (8,180) |
Payments of loan costs and exit fees | (4,062) | (3,317) | (4,357) |
Payments for derivatives | (13) | (117) | (126) |
Purchase of common stock | (39,228) | (8,876) | (15,448) |
Payments for spin-off costs | 0 | 0 | (1,091) |
Payments for dividends and distributions | (16,879) | (11,819) | (6,402) |
Issuance of preferred stock | 4,211 | 62,290 | 0 |
Issuance of common stock | 0 | 3,104 | 143,935 |
Issuance of restricted shares/units | 0 | 0 | 19 |
Forfeiture of restricted shares/units | 0 | (10) | (22) |
Redemption of operating partnership units | 0 | (5,855) | (3,074) |
Distributions to a noncontrolling interest in a consolidated entity | (6,421) | (2,938) | (1,981) |
Other | 35 | 0 | 0 |
Net cash provided by (used in) financing activities | (135,625) | 107,464 | 185,572 |
Net change in cash and cash equivalents | 21,751 | (66,400) | 27,663 |
Cash and cash equivalents at beginning of year | 105,039 | 171,439 | 143,776 |
Cash and cash equivalents at end of year | 126,790 | 105,039 | 171,439 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Interest paid | 37,800 | 34,687 | 36,983 |
Income taxes paid | 380 | 2,145 | 874 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Investment in unconsolidated entity | 0 | 51,292 | 0 |
Net other assets and liabilities acquired | 0 | 0 | (1,473) |
Assumption of debt | 0 | 0 | 69,000 |
Dividends and distributions declared but not paid | 5,038 | 3,439 | 1,674 |
Common stock purchases accrued but not paid | 0 | 0 | 660 |
Capital expenditures accrued but not paid | 1,574 | 549 | 140 |
Non-cash consideration from sale of property, plant and equipment | 0 | 1,363 | 0 |
Investment in Ashford Inc. | 0 | 1,363 | 0 |
Receivable related to liquidation of AQUA U.S. Fund | 2,289 | 0 | 0 |
Distributions declared but not paid to a noncontrolling interest in a consolidated entity | 0 | 3,766 | 2,938 |
Accrued preferred stock offering expenses | 0 | 42 | 0 |
Non-Cash Preferred Stock Offering Expense | 479 | 0 | 0 |
Ashford Trust OP [Member] | |||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and disposition: | |||
Due to/from affiliate | $ (1,016) | $ (119) | $ (8,794) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by Smith Travel Research. 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 consolidated financial statements. We are advised by 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 hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. As of December 31, 2016 , Remington Lodging, which is beneficially wholly-owned by Mr. Monty J. Bennett, Chairman of our board of directors, and Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust, managed two of our eleven 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. On June 22, 2016 and on September 22, 2016, Ashford Inc. amended the agreement extending the date with respect to which Ashford Inc. and Remington Lodging have the right to terminate the agreement if the acquisition is not consummated prior to April 7, 2017. 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 December 31, 2016 , own and operate eleven hotel properties in six states, the District of Columbia and the U.S. Virgin Islands. The portfolio includes nine wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Ashford Prime OP has a controlling interest. These hotel properties represent 3,702 total rooms, or 3,467 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 December 31, 2016 , ten of our eleven 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 located in the U.S. Virgin Islands is owned by our USVI TRS. Prime TRS then engages third-party or affiliated hotel management companies to operate the hotel properties under management contracts. Hotel operating results related to the hotel properties are included in the consolidated statements of operations. As of December 31, 2016 , eight of the eleven 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 hotel properties 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 | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include the accounts of 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. 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 and (ii) 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: • On February 24, 2014, we acquired the Chicago Sofitel Magnificent Mile, and on March 1, 2014, we acquired the Pier House Resort. The operating results of these hotel properties are included in our results of operations as of their respective acquisition dates. • On July 9, 2015, we acquired the Bardessono Hotel, and on December 15, 2015, we acquired the Ritz-Carlton St. Thomas, USVI (“Ritz-Carlton St. Thomas”). The operating results of these hotel properties are included in our results of operations as of their acquisition dates. • On July 1, 2016, we sold the Courtyard Seattle Downtown. Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. Restricted Cash —Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment replacements of approximately 4% to 5% of property revenue for certain hotel properties, as required by certain management or mortgage debt agreement restrictions and provisions. For purposes of the statements of cash flows, changes in restricted cash caused by using such funds for debt service, real estate taxes, and insurance are shown as operating activities. Changes in restricted cash caused by using such funds for furniture, fixtures, and equipment replacements are included in cash flows from investing activities. Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts. Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Investments in Hotel Properties, net —Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. 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. For the years ended December 31, 2016 , 2015 and 2014 , we have not recorded any impairment charges. Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Investment in Unconsolidated Entity and Ashford Inc. —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 in April 2016. We review 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 years ended December 31, 2016 and 2015 . We also hold approximately 195,000 shares of Ashford Inc. common stock, which represented an approximate 9.7% ownership interest in Ashford Inc. and had a fair value of $8.4 million at December 31, 2016 . This investment would typically be accounted for under the equity method of accounting, under Accounting Standard Codification (“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 and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated 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. Deferred Costs, net —Debt issuance costs are reflected as a direct reduction to the related debt obligation. Additionally, debt issuance costs associated with our secured revolving credit facility are presented as an asset on our consolidated balance sheets. Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Deferred franchise fees are amortized on a straight-line basis over the terms of the related franchise agreements. Intangible Assets and Intangible Liabilities —Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight-line method over the remaining terms of the respective lease contracts. See note 8. Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include interest rate caps and floors. These derivatives are subject to master netting settlement arrangements. Accordingly, we report derivatives with the same counterparty net on the consolidated balance sheets. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three-month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. 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. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives and options on futures contracts are reported as “derivative assets” in the consolidated balance sheets. Changes in fair value of interest rate derivatives and future are recognized in earnings as “unrealized loss on derivatives” in the consolidated statements of operations. Due to/from Related Party, net —Due to/from related party, net, represents current receivables related to advances for project management services and payables resulting from transactions related to hotel management, project management and market services with a related party. These receivables and payables are generally settled within a period not exceeding one year . Due to/from Ashford Trust OP, net —Due to/from Ashford Trust OP, net, represents payables and receivables related to certain expenses. These receivables and payables are generally settled within a period not exceeding one year . Due to Ashford Inc. —Due to Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses. These payables are generally settled within a period not exceeding one year . Due to/from Third-Party Hotel Managers —Due from third-party hotel managers primarily consists of amounts due from Marriott related to cash reserves held at the Marriott corporate level related to operating, real estate taxes, and other items, as well as current receivables and payables resulting from transactions with other third-party managers related to hotel management. Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of the consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder for cash or registered shares in certain cases outside of the Company’s control. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in a consolidated entity represents an ownership interest of 25% in two hotel properties at December 31, 2016 and 2015 , and is reported in equity in the consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. Revenue Recognition —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. Other Expenses —Other expenses include telephone charges, guest laundry, valet parking, hotel-level general and administrative expenses, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. Advertising Costs —Advertising costs are charged to expense as incurred. For the years ended December 31, 2016 , 2015 and 2014 , we incurred advertising costs of $3.1 million , $2.3 million and $1.9 million , respectively. Advertising costs are included in “Other expenses” in the consolidated statements of operations. 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 and included in “corporate general and administrative” expense in the consolidated statements of operations. Depreciation and Amortization —Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales. Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Prime TRS and our USVI TRS are treated as taxable REIT subsidiaries for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to our TRSs using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. The entities that own ten of our eleven hotel properties are considered partnerships for federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia, Texas, and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the eleven hotel properties are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be taxable REIT subsidiaries of Ashford Prime. The entities that operate the two hotel properties owned by a consolidated partnership elected to be treated as taxable REIT subsidiaries of Ashford Trust in April 2007, when the partnership was acquired by Ashford Trust. As a result of Ashford Trust’s distribution of its remaining common units of Ashford Prime OP and shares of common stock of Ashford Prime on July 27, 2015, the Prime TRSs revoked their elections to be taxable REIT subsidiaries of Ashford Trust effective July 29, 2015. The Prime TRSs remain taxable REIT subsidiaries of Ashford Prime. The “Income Taxes” Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2012 through 2016 remain subject to potential examination by certain federal and state taxing authorities. Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. Recently Adopted Accounting Standards —In 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 have adopted this standard effective January 1, 2016, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In February 2015, the Financial Accounting Standards Board (“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 in the initial stages of evaluating the effect of the standard on our consolidated financial statements, including as it pertains to accounting for real estate sales, and continue to evaluate the available transition methods. However, we have not yet selected a transition method. Based on our initial and ongoing assessment of ASU 2014-09, we do not currently believe there will be a material impact to the amount or timing of revenue recognition for rooms revenue, food and beverage revenue and other hotel revenue. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. Our current minimum commitments under noncancelable operating leases are disclosed in note 13. We have not yet selected a transition method. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. The Company is currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - Debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. In November 2016 the FASB issued ASU 2016-18, " Statement of Cash Flows (Topic 230): Restricted Cash" (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-18 will have on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, " Business Combinations (Topic 805) - Clarifying the Definition of a Business" (“ASU 2017-01”) , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for annual reporting beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions). |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 12 Months Ended |
Dec. 31, 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): December 31, 2016 2015 Land $ 210,696 $ 227,620 Buildings and improvements 972,412 1,017,086 Furniture, fixtures and equipment 70,922 68,529 Construction in progress 4,382 2,386 Total cost 1,258,412 1,315,621 Accumulated depreciation (243,880 ) (224,142 ) Investments in hotel properties, net $ 1,014,532 $ 1,091,479 The cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes was approximately $1.0 billion and $1.1 billion as of December 31, 2016 and 2015 , respectively. For the years ended December 31, 2016 , 2015 and 2014 , depreciation expense was $45.7 million , $43.6 million and $40.5 million , respectively. 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 9. 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 three months ended March 31, 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 March 31, 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 |
Hotel Disposition
Hotel Disposition | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Disposition | Hotel Disposition On July 1, 2016, the Company sold the Courtyard Seattle Downtown for $84.5 million in cash. The sale resulted in a gain of $26.4 million for the year ended December 31, 2016 and is included in “gain on sale of hotel property” in the consolidated statements of operations. 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. We included the results of operations for these assets through the date of disposition in net income (loss) as shown in the consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively . The following table includes the condensed financial information from this hotel property (in thousands): Year Ended December 31, 2016 2015 2014 Total hotel revenue $ 7,995 $ 16,259 $ 15,339 Total hotel operating expenses (4,463 ) (9,089 ) (8,749 ) Operating income (loss) 3,532 7,170 6,590 Property taxes, insurance and other (333 ) (627 ) (496 ) Depreciation and amortization (834 ) (2,091 ) (1,957 ) Gain (loss) on sale of hotel property 26,359 — — Interest expense and amortization of loan costs (1,709 ) (3,503 ) (3,551 ) Income before income taxes 27,015 949 586 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (2,972 ) (121 ) (152 ) Income (loss) before income taxes attributable to the Company $ 24,043 $ 828 $ 434 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Note Receivable | Note Receivable As of December 31, 2016 and 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 9. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity Ashford Inc. On July 31, 2015, we entered into a block trade with an unaffiliated third party pursuant to a sale arrangement between the Company, Ashford Inc. and Ashford Trust. The block trade included the purchase from a third party of approximately 175,000 shares of Ashford Inc. common stock at $95.00 per share, which approximated the 120 -day volume weighted average share price, for a total cost of approximately $16.6 million . The sale arrangement and block trade were evaluated and approved by the independent members of our board of directors. The block trade purchase price and other terms of the sale arrangement were the result of negotiations with the third party, and the board of directors received a fairness opinion from an independent financial advisor that the price paid for the Ashford Inc. shares by the Company was fair to the Company. We did not receive any concessions or economic benefits from Ashford Inc. pertaining to our current contractual arrangements with Ashford Inc. in connection with this block trade. The block trade settled on August 4, 2015, and the loss resulting from the block trade is recorded within “unrealized loss on investment in Ashford Inc.” in our consolidated statement of operations for year ended December 31, 2015. Separately, on September 14, 2015, we received 19,897 shares of Ashford Inc. common stock from Ashford Inc. as part of our acquisition of the Bardessono Hotel. As of December 31, 2016 and 2015, we held approximately 195,000 shares of Ashford Inc. common stock, which represented an approximate 9.7% ownership interest in Ashford Inc. and had a fair value of $8.4 million and $10.4 million , respectively. See notes 11 and 12. We have elected to use the fair value option, under the applicable accounting guidance, 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 consolidated balance sheets, and changes in market value are included in “unrealized loss on investment in Ashford Inc.” on our consolidated statements of operations. The following tables summarize the condensed balance sheets as of December 31, 2016 and 2015 , and the condensed statements of operations for the years ended December 31, 2016 and 2015 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets December 31, 2016 December 31, 2015 Total assets $ 129,797 $ 166,991 Total liabilities 38,168 30,115 Redeemable noncontrolling interests 1,480 240 Total stockholders’ equity of Ashford Inc. 37,377 32,165 Noncontrolling interests in consolidated entities 52,772 104,471 Total equity 90,149 136,636 Total liabilities and equity $ 129,797 $ 166,991 Our investment in Ashford Inc., at fair value $ 8,407 $ 10,377 Ashford Inc. Condensed Consolidated Statements of Operations Year Ended December 31, 2016 2015 Total revenue $ 67,607 $ 58,981 Total operating expenses (70,064 ) (60,332 ) Operating loss (2,457 ) (1,351 ) Realized and unrealized gain (loss) on investment in unconsolidated entity (1,460 ) (2,141 ) Realized and unrealized gain (loss) on investments (7,787 ) (7,600 ) Other 81 1,114 Income tax (expense) benefit (780 ) (2,066 ) Net income (loss) (12,403 ) (12,044 ) (Income) loss from consolidated entities attributable to noncontrolling interests 8,860 10,852 Net (income) loss attributable to redeemable noncontrolling interests 1,147 2 Net gain (loss) attributable to Ashford Inc. $ (2,396 ) $ (1,190 ) Our unrealized gain (loss) on investment in Ashford Inc. $ (1,970 ) $ (7,609 ) 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 years ended December 31, 2016 and 2015 , 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 was 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 December 31, 2016 , we held a receivable from the AQUA U.S. Fund of $2.3 million , included in Due from AQUA U.S. Fund on our consolidated balance sheet. 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 four months ended April 30, 2016 and year ended December 31, 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. The following tables summarize the condensed balance sheet as of December 31, 2015 , and the condensed statements of operations for the four months ended April 30, 2016 and year ended December 31, 2015, of the AQUA U.S. Fund (in thousands): Ashford Quantitative Alternative (U.S.) Fund, LP Condensed Balance Sheet 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 Four Months Ended Year Ended April 30, 2016 December 31, 2015 Total investment income $ 21 $ 1,266 Net expenses (208 ) (273 ) Net investment income (loss) (187 ) 993 Net unrealized gain (loss) on investments 2,249 (2,308 ) Net realized gain (loss) on investments (7,777 ) (5,103 ) Net gain (loss) attributable to the AQUA U.S. Fund $ (5,715 ) $ (6,418 ) Our equity in earnings (loss) of the AQUA U.S. Fund $ (2,587 ) $ (2,927 ) |
Deferred Costs, net
Deferred Costs, net | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, net | Deferred Costs, net Deferred costs, net consisted of the following (in thousands): December 31, 2016 2015 Deferred loan costs $ 1,074 $ 2,122 Accumulated amortization (54 ) (1,367 ) Deferred costs, net $ 1,020 $ 755 |
Intangible Assets, net and Inta
Intangible Assets, net and Intangible Liability, net | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, net and Intangible Liabilities, net [Abstract] | |
Intangible Assets, net and Intangible Liabilities, net | Intangible Assets, net and Intangible Liability, net Intangible assets, net and intangible liability, net consisted of the following (in thousands): Intangible Assets, net Intangible Liability, net December 31, December 31, 2016 2015 2016 2015 Cost $ 24,050 $ 24,050 $ 4,179 $ 4,179 Accumulated amortization (1,204 ) (890 ) (554 ) (497 ) $ 22,846 $ 23,160 $ 3,625 $ 3,682 Intangible assets represents favorable market-rate leases which relate to the acquisitions of the Hilton La Jolla Torrey Pines hotel in La Jolla, CA and the Bardessono Hotel in Yountville, CA, which are being amortized over the lease terms with expiration dates of 2043 and 2105, respectively. The intangible liability represents an unfavorable market-rate lease which relates to the acquisition of the Renaissance Tampa International Plaza in Tampa, FL, which is being amortized over the remaining initial lease term that expires in 2080. For the years ended December 31, 2016 , 2015 and 2014 , amortization related to intangible assets was $314,000 , $199,000 and $89,000 , respectively, and amortization related to the intangible liability was $57,000 , $57,000 and $56,000 , respectively. Estimated future amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands): Intangible Assets Intangible Liabilities 2017 $ 296 $ 57 2018 296 57 2019 296 57 2020 296 57 2021 296 57 Thereafter 21,366 3,340 Total $ 22,846 $ 3,625 |
Indebtedness, net
Indebtedness, net | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2016 December 31, 2015 Indebtedness Collateral Maturity Interest Rate Debt Balance Book Value of Collateral Debt Book Value of Secured revolving credit facility (3) None November 2019 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) +2.25% to 3.50% $ — $ — $ — $ — Mortgage loan (4) 1 hotel March 2017 LIBOR (1) +2.30% 80,000 139,560 80,000 142,656 Mortgage loan (5) 1 hotel March 2017 LIBOR (1) +2.25% 70,000 88,923 70,000 90,957 Mortgage loan (6) (10) 1 hotel April 2017 5.91% 32,879 89,443 33,381 93,856 Mortgage loan (7) (10) 1 hotel April 2017 5.95% 55,915 84,492 122,374 136,812 Mortgage loan (10) 3 hotels April 2017 5.95% 245,307 257,465 249,020 262,411 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 40,000 59,521 40,000 61,329 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 42,000 63,306 42,000 63,886 TIF loan (6) (8) 1 hotel June 2018 12.85% 8,098 — 8,098 — Mortgage loan (9) 2 hotels November 2019 LIBOR (1) +2.65% 192,765 231,822 195,359 239,572 766,964 1,014,532 840,232 1,091,479 Deferred loan costs, net (2,348 ) — (4,640 ) — Indebtedness, net $ 764,616 $ 1,014,532 $ 835,592 $ 1,091,479 __________________ (1) LIBOR rates were 0.772% and 0.430% at December 31, 2016 and 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% , or (iii) LIBOR + 1.0% . (3) Our borrowing capacity under our secured revolving credit facility is $100.0 million . We have an option, subject to lender approval, to further increase the borrowing capacity to an aggregate of $250.0 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) Approximately $65 million of the mortgage loan was repaid upon the sale of Courtyard Seattle Downtown which occurred on July 1, 2016. (8) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 5. (9) This loan has two one -year extension options, subject to satisfaction of certain conditions. (10) This loan was refinanced subsequent to December 31, 2016. See note 24. Maturities and scheduled amortization of indebtedness as of December 31, 2016 for each of the following five years and thereafter are as follows (in thousands): 2017 $ 569,092 2018 11,037 2019 186,835 2020 — 2021 — Thereafter — Total $ 766,964 On December 15, 2015, in connection with the acquisition of the Ritz-Carlton St. Thomas, we completed the financing of a $42.0 million loan. This loan is interest only and provides for a floating interest rate of LIBOR + 4.95% . The stated maturity date of the mortgage loan is December 2017, with three one -year extension options. The mortgage loan is secured by the Ritz-Carlton St. Thomas. On November 23, 2015, we completed the financing of a $40.0 million mortgage loan. The mortgage loan bears interest at a rate of LIBOR + 4.95% . The stated maturity date of the mortgage loan is December 2017, with three one -year extension options. The mortgage loan is secured by the Bardessono Hotel. 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 December 31, 2016 , we were in compliance in all material respects with all covenants or other requirements set forth in our debt agreements as amended. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 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. During the year ended December 31, 2016, we entered into interest rate caps with notional amounts totaling $224.5 million and strike rates ranging from 5.43% to 5.78% . These interest rate caps had effective dates from March 2016 to December 2016 , maturity dates from March 2017 to December 2017 , and total costs of $13,000 . These instruments were not designated as cash flow hedges. During the year ended December 31, 2015, we entered into interest rate caps with notional amounts totaling $139.5 million and strike rates ranging from 2.00% to 4.50% . These interest rate caps had effective dates from March 2015 to December 2015 , maturity dates from March 2017 to January 2018 and total costs of $117,000 . These instruments were not designated as cash flow hedges. We also entered into two interest rate floors with an aggregate notional amount and strike rate of $3.0 billion and -0.25% , respectively, which had effective dates of July 2015 and maturity dates of July 2020, for a total cost of $3.5 million . The interest rate floors were not designated as cash flow hedges. As of December 31, 2016 , we had interest rate caps with notional amounts totaling $364.0 million and strike rates ranging from 2.00% to 5.78% . These instruments cap the interest rates on our mortgage loans with principal balances of $424.8 million and maturity dates from March 2017 to November 2019 . These instruments had maturity dates ranging from March 2017 to January 2018 . As of December 31, 2016 , we had interest rate floors with notional amounts totaling $3.0 billion and strike rates of -0.25% . These instruments each have a maturity date of July 2020 . Options on Futures Contracts —During the year ended December 31, 2016 , we purchased an option on Eurodollar futures for a total cost of $124,000 and a maturity date of June 2017. During the year ended December 31, 2015, we purchased options on Eurodollar futures for total costs of $372,000 and maturity dates ranging from September 2016 to March 2017. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2016 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1,091 $ 1,091 Interest rate derivatives - caps — — — Options on futures contracts 58 — 58 58 1,091 1,149 (1) Non-derivative assets: Investment in Ashford Inc. 8,407 — 8,407 Total $ 8,465 $ 1,091 $ 9,556 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Interest rate derivatives - floors $ — $ 578 $ 578 Interest rate derivatives - caps — 58 58 Options on futures contracts 117 — 117 117 636 753 (1) Non-derivative assets: Investment in Ashford Inc. 10,377 — 10,377 Total $ 10,494 $ 636 $ 11,130 __________________ (1) Reported as “derivative assets” in the 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 consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2016 2015 2014 Assets Derivative assets: Interest rate derivatives - floors $ 513 $ (2,963 ) $ — Interest rate derivatives - caps (71 ) (94 ) (111 ) Equity put options — (1,017 ) — Equity call options — 23 — Options on futures contracts (173 ) (195 ) — Non-derivative assets: Investment in Ashford Inc. (1,970 ) (7,609 ) — Equity - American Depositary Receipt — (75 ) — Equity securities — 560 — U.S. treasury securities — 53 — Total (1,701 ) (11,317 ) (111 ) Liabilities Derivative liabilities: Short equity put options — 680 — Short equity call options — 844 — Net $ (1,701 ) $ (9,793 ) $ (111 ) Total combined Interest rate derivatives - floors $ 513 $ (2,963 ) $ — Interest rate derivatives - caps (71 ) (94 ) (111 ) Options on futures contracts (17 ) (195 ) — Unrealized gain (loss) on derivatives 425 (3,252 ) (111 ) Realized gain (loss) on options on futures contracts (156 ) (1) — — Unrealized gain (loss) on investment in Ashford Inc. (1,970 ) (7,609 ) — Realized gain (loss) on marketable securities — 1,068 (1) — Net $ (1,701 ) $ (9,793 ) $ (111 ) __________________ (1) Included in “other income (expense)” in the consolidated statements of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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): December 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Estimated Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 8,407 $ 8,407 $ 10,377 $ 10,377 Derivative assets 1,149 1,149 753 753 Financial assets not measured at fair value: Cash and cash equivalents $ 126,790 $ 126,790 $ 105,039 $ 105,039 Restricted cash 37,855 37,855 33,135 33,135 Accounts receivable, net 18,194 18,194 13,370 13,370 Note receivable 8,098 8,511 to 9,407 8,098 9,157 to 10,120 Due from Ashford Trust OP, net 488 488 — — Due from AQUA U.S. Fund 2,289 2,289 — — Due from related party, net 377 377 371 371 Due from third-party hotel managers 7,555 7,555 10,722 10,722 Financial liabilities not measured at fair value: Indebtedness $ 766,964 $726,774 to $803,276 $ 840,232 $801,058 to $885,379 Accounts payable and accrued expenses 44,791 44,791 43,568 43,568 Dividends and distributions payable 5,038 5,038 3,439 3,439 Due to Ashford Trust OP, net — — 528 528 Due to Ashford Inc. 5,085 5,085 6,369 6,369 Due to affiliate 2,500 2,500 — — Due to third-party hotel managers 973 973 1,158 1,158 Cash, cash equivalents and restricted cash . These financial assets have maturities of less than 90 days and most bear interest at market rates. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. Accounts receivable, net, due from AQUA U.S. Fund, due from related party, net, accounts payable and accrued expenses, dividends and distributions payable, due to/from Ashford Trust OP, net, due to Ashford Inc., due to affiliate 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 December 31, 2016 and 2015 . We estimated the fair value of the note receivable to be approximately 5.1% to 16.2% higher than the carrying value of $8.1 million at December 31, 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, 10 and 11 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 94.8% to 104.7% of the carrying value of $767.0 million at December 31, 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 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 2023 through December 2065, excluding 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. Leases —We lease land under three non-cancelable operating ground leases, which expire in 2043, 2080 and 2055, related to our hotel properties in La Jolla, CA, Tampa, FL and Yountville, CA, respectively. The lease in Yountville, CA contains two 25 -year extension options. These leases are subject to base rent plus contingent rent based on the related property’s financial results and escalation clauses. For the years ended December 31, 2016 , 2015 and 2014 , we recognized rent expense of $5.7 million , $4.7 million and $3.5 million , respectively, which included contingent rent of $2.0 million , $1.8 million and $1.1 million , respectively. Rent expense is included in “other” hotel expenses in the consolidated statements of operations. Future minimum rentals due under non-cancelable leases are as follows for each of the years ending December 31, (in thousands): 2017 $ 3,000 2018 2,940 2019 2,932 2020 2,970 2021 2,981 Thereafter 96,224 Total $ 111,047 Capital Commitments —At December 31, 2016 , we had capital commitments of $11.0 million relating to general capital improvements that are expected to be paid in the next twelve months . 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. 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. 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. On December 16, 2016, the Fifth Circuit dismissed Sessa’s appeal of the preliminary injunction as moot. On February 17, 2017, the District Court consolidated the Texas State Action into the Texas Federal Action (the “Consolidated Texas Federal Action”). On the same day, the District Court also dismissed all of Sessa’s counterclaims, except for its claim for violation of federal proxy solicitation laws, which the Company did not move to dismiss. The District Court granted Sessa’s motion to dismiss the Company claim for prima facie tort, but denied Sessa’s motion to dismiss the Company’s remaining claims. On February 16, 2017, the Company, Ashford Trust and Ashford Inc., and together with the Company, Ashford Trust and each affiliate of the Company, Ashford Trust and Ashford Inc., (the “Ashford Entities”), entered into a Settlement Agreement (the “Settlement Agreement”) with Sessa, Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC and John Petry (collectively, the “Sessa Entities”) regarding the composition of the Company’s board of directors (the “Board”), dismissal of pending litigation involving the parties and certain other matters. Under the Settlement Agreement, the Company has agreed to appoint to the Company’s board of directors two of the five individuals Sessa previously sought to nominate as directors of the Company (“Independent Designees”). The Company is required to make such appointments within two weeks of the date of the Settlement Agreement. Additionally, the Settlement Agreement provides that the Company and the Sessa Entities will work together in good faith to identify one additional director who will be independent of both the Company and Sessa (“Additional Independent Director”). So long as the Sessa Entities satisfy certain ownership thresholds with respect to the Company’s common stock, the Company has agreed to nominate: (i) the Independent Designees; (ii) the Additional Independent Director; and (iii) Montgomery J. Bennett, Stefani D. Carter, Kenneth H. Fearn, Douglas A. Kessler, Curtis B. McWilliams and Matthew D. Rinaldi (or their successors) at each of the 2017 and 2018 annual meetings of Company’s stockholders. In the case of any contested election of directors of the Company, the Sessa Entities have agreed to cause one or both of the Independent Designees to resign from the Board if the preliminary results provided by the inspector of elections at any meeting of stockholders of the Company prior to the closing of the polls indicates with reasonable certainty that any of the incumbent directors or their successors (other than the Independent Designees) will not be elected at such meeting but for the resignation of one or more of the Independent Designees. Under the Settlement Agreement, the Sessa Entities are subject to specified standstill restrictions relating to the Ashford Entities and lasting generally until the earlier of (x) the date that is fifteen business days prior to the deadline for the submission of stockholder nominations for the 2019 annual meeting of the Company’s stockholders pursuant to the Company’s bylaws or (y) the date that is one hundred fifty days prior to the first anniversary of the 2018 annual meeting of the Company’s stockholders. During the standstill period, the Sessa Entities have agreed to cause all of its shares of the Company to be present for quorum purposes at any meeting of the Company’s stockholders and voted in accordance with the board’s recommendations, subject to certain exceptions. The Settlement Agreement contains various other obligations and provisions applicable to the Ashford Entities and Sessa Entities. Additionally, the Company has agreed to pay the Sessa Entities $2.5 million , of which the Company will be reimbursed $2.0 million by its insurance carrier. The net $500,000 expense is included in “corporate general and administrative” expense on the Company’s consolidated statement of operations for the year ended December 31, 2016, and the $2.5 million payable and the $2.0 million receivable are included in “due to affiliate” and “accounts receivable, net,” respectively, on the Company’s consolidated balance sheet as of December 31, 2016. On February 20, 2017, the parties submitted a Joint Stipulation of Dismissal, which dismissed each of the parties’ remaining claims in the Consolidated Texas Federal Action with prejudice. Jesse Small v. Monty J. Bennett, et al., Case No. 24-C-16006020 (Md. Cir. Ct.) On November 16, 2016, Jesse Small, a purported shareholder of Ashford Prime, commenced a derivative action in Maryland Circuit Court for Baltimore City asserting causes of action for breach of fiduciary duty, corporate waste, and declaratory relief against the members of the Ashford Prime board of directors, David Brooks (collectively, the “Individual Defendants”), Ashford Inc. and Ashford LLC. Ashford Prime is named as a nominal defendant. The complaint alleges that the Individual Defendants breached their fiduciary duties to Ashford Prime by negotiating and approving the termination fee provision set forth in Ashford Prime’s advisory agreement with Ashford LLC, that Ashford Inc. and Ashford LLC aided and abetted the Individual Defendants’ fiduciary duty breaches, and that the Ashford Prime board of directors committed corporate waste in connection with Ashford Prime’s purchase of 175,000 shares of Ashford Inc. common stock. The complaint seeks monetary damages and declaratory and injunctive relief, including a declaration that the termination fee provision is unenforceable. Defendants’ response to the complaint is due March 1, 2017. We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states and cities. Tax years 2012 through 2016 remain subject to potential examination by certain federal and state taxing authorities. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 12 Months Ended |
Dec. 31, 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. The compensation committee of the board of directors of the Company approves performance-based LTIP units to certain executive officers from time to time. The award agreements provide for the grant of a target number of 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. The target number of performance-based LTIP units may be adjusted from 0% to 200% of the target number 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. As of December 31, 2016 , a total of 701,000 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 $2.9 million at December 31, 2016 will be expensed over a period of 2.0 years , subject to future mark to market adjustments. Compensation expense of $975,000 was recorded for the year ended December 31, 2016 , and is included in “advisory services fee” on our condensed consolidated statements of operations. No compensation expense was recorded for the year ended December 31, 2015. As of December 31, 2016 , we have issued a total of 1.1 million LTIP units (including performance-based LTIP units), all of which, other than approximately 3,000 units issued in March 2015 and 6,000 units issued in May 2015, 389,000 issued in June 2015 and 312,000 issued in October 2016, respectively, had reached full economic parity with, and are convertible into, common units. For the years ended December 31, 2016 , 2015 and 2014, compensation expense of $1.4 million , $1.3 million and $1.9 million was recorded related to LTIP units issued to Ashford LLC’s employees, respectively, and is included in “advisory services fee.” Compensation expense of $44,000 , $101,000 and $49,000 associated with LTIP units issued to our independent directors was recorded for the years ended December 31, 2016 , 2015 and 2014, respectively, and is included in “corporate general and administrative” expense in our consolidated statements of operations. The fair value of the unrecognized cost of LTIP units, which was $406,000 at December 31, 2016 , will be amortized over a period of 2.3 years , subject to future mark to market adjustments. During the year ended December 31, 2016 , approximately 137,000 common units with an aggregate fair value of $1.9 million at redemption were redeemed by the holders and, at our election, we issued shares of our common stock to satisfy the redemption price. During the year ended December 31, 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 to satisfy the redemption price. Excluding the Ashford Trust redemption of our OP common units, during the year ended December 31, 2015, approximately 100,000 common units with an aggregate fair value of $1.6 million at redemption were redeemed by the holders and, at our election, we issued shares of our common stock to satisfy the redemption price. During the year ended December 31, 2014 , approximately 176,000 operating partnership units with a fair value of $3.1 million were redeemed for cash at our election. Redeemable noncontrolling interests in Ashford Prime OP as of December 31, 2016 and 2015 , were $59.5 million and $61.8 million , respectively, which represented ownership of our operating partnerships of 13.90% and 12.75% , respectively. The carrying value of redeemable noncontrolling interests as of December 31, 2016 and 2015 , included adjustments of $8.9 million and $12.5 million , respectively, to reflect the excess of redemption value over the accumulated historical cost. For the years ended December 31, 2016 , 2015 and 2014, we allocated net income of $1.9 million , net loss of $393,000 , and net income of $496,000 , to the redeemable noncontrolling interests, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $2.3 million , $2.2 million and $1.8 million for the years ended December 31, 2016 , 2015 and 2014, respectively. These distributions are recorded as a reduction of redeemable noncontrolling interests in operating partnership. A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Units outstanding at beginning of year 4,375 8,955 8,776 LTIP units issued 4 10 355 Performance LTIP units issued 701 — — Units redeemed for shares of common stock (137 ) (4,245 ) — Units redeemed for cash of $5,856 in 2015 and $3,074 in 2014 — (345 ) (176 ) Units outstanding at end of year 4,943 4,375 8,955 Units convertible/redeemable at end of year 4,083 3,967 8,259 Ashford Trust Distribution of Ashford Prime Common Stock and Ashford Prime OP Common Units —On July 13, 2015, Ashford Trust announced that its board of directors had declared the distribution (1) to its stockholders of approximately 4.1 million shares of common stock of Ashford Prime to be received by Ashford Trust upon redemption of Ashford Prime OP common units and (2) to the common unit holders of Ashford Hospitality Trust Limited Partnership of its remaining common units of Ashford Prime OP. The distribution occurred on July 27, 2015, to stockholders and common unit holders of record as of the close of business of the New York Stock Exchange on July 20, 2015. The distribution had an aggregate fair value of approximately $61.7 million at redemption. As a result of the distribution, Ashford Trust has no ownership interest in Ashford Prime. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | Equity Equity Offering —On June 9, 2015, we commenced a private placement of 200,000 shares of common stock at $15.52 per share for gross proceeds of $3.1 million . The offering closed on June 11, 2015. The net proceeds from the sale of the shares after discounts and offering expenses were approximately $3.1 million . On January 21, 2014, we commenced an underwritten public offering of 8.0 million shares of common stock at $16.50 per share for gross proceeds of $132.0 million . The offering closed on January 29, 2014. We granted the underwriters a 30 -day option to purchase up to an additional 1.2 million shares of common stock. On February 4, 2014, the underwriters fully exercised their option and purchased an additional 1.2 million shares of our common stock at a price of $16.50 per share. The net proceeds from the sale of the shares after underwriting discounts and offering expenses were approximately $143.9 million . Dividends —Common stock dividends declared for the years ended December 31, 2016 , 2015 and 2014 were $12.3 million , $9.4 million and $5.0 million , respectively. Stock Repurchases —On October 27, 2014, our Board of Directors approved a share repurchase program under which the Company may purchase up to $100 million of the Company’s common stock from time to time. The repurchase program does not have an expiration date. The specific timing, manner, price, amount and other terms of the repurchases is at management’s discretion and depends on market conditions, corporate and regulatory requirements and other factors. The Company is not required to repurchase shares under the repurchase program, and may modify, suspend or terminate the repurchase program at any time for any reason. On April 8, 2016, our board of directors authorized utilizing up to $50 million to repurchase common stock. During the year ended December 31, 2016 , we repurchased 2.9 million shares of our common stock for approximately $39.0 million . During the year ended December 31, 2015, we repurchased 471,000 shares of our common stock for approximately $8.1 million . During the year ended December 31, 2014, we repurchased 928,000 shares of our common stock for approximately $16.1 million . As of December 31, 2016 , we have purchased a cumulative 4.3 million shares of our common stock, for approximately $63.2 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 Interests in Consolidated Entities —A partner had noncontrolling ownership interests of 25% in two hotel properties with a total carrying value of $(5.4) million and $(5.8) million at December 31, 2016 and 2015 , respectively. Income from consolidated entities attributable to these noncontrolling interests was $3.1 million , $2.4 million and $1.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Under the 2013 Equity Incentive Plan, we are authorized to grant 2.1 million restricted stock units or performance stock units of our common stock as incentive stock awards. At December 31, 2016 , 159,000 shares were available for future issuance under the 2013 Equity Incentive Plan. Restricted Stock Units —Stock-based compensation expense of $597,000 , $343,000 and $216,000 was recognized for the years ended December 31, 2016 , 2015 and 2014, respectively, in connection with restricted stock units awarded to employees of Ashford LLC and is included in “advisory services fee” on our consolidated statements of operations. Expense of $71,000 , $0 and $0 was recognized for the years ended December 31, 2016 , 2015 and 2014 , respectively, in connection with restricted shares granted to certain employees of Remington Lodging, and is recorded as a component of “management fees” on our consolidated statements of operations. Additionally, $227,000 , $ 153,000 and $ 197,000 of stock-based compensation expense was recognized for the years ended December 31, 2016 , 2015 and 2014 , respectively, in connection with common stock issued to our independent directors, which vested immediately, and is included in “corporate general and administrative” expense on our consolidated statements of operations. At December 31, 2016 , the outstanding restricted shares had a fair value of $4.9 million . At December 31, 2016 , the unamortized cost of the unvested shares of restricted stock was $3.9 million , which will be amortized over a period of 4.8 years , subject to future mark to market adjustments, and have vesting dates between February 2017 and November 2021. A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2016 2015 2014 Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Outstanding at beginning of year 140 $ 16.01 94 $ 18.11 84 $ 21.35 Restricted shares granted 309 12.34 45 16.50 64 15.45 Restricted shares issued in connection with Ashford Trust’s distribution — — 60 14.90 — — Restricted shares vested (84 ) 15.98 (57 ) 18.66 (53 ) 19.91 Restricted shares forfeited (5 ) 13.82 (2 ) 17.50 (1 ) 21.35 Outstanding at end of year 360 $ 12.90 140 $ 16.01 94 $ 18.11 Performance Stock Units — The compensation committee of the board of directors of the Company approve grants of PSUs to certain executive officers from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if and when the applicable vesting criteria have been achieved following the end of the performance and service period of three years from the issuance date. 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 December 31, 2016, the outstanding PSUs had a fair value of $5.6 million . For the year ended December 31, 2016 and 2015, $813,000 and $1.9 million of compensation expense was recognized and is included in “advisory services fee” on our consolidated statements of operations. As of December 31, 2016, we had unamortized compensation expense of $3.9 million related to PSUs which is expected to be recognized over a period of 2.0 years, subject to future mark to market adjustments. A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2016 2015 PSUs Weighted Average Price at Grant PSUs Weighted Average Price at Grant Outstanding at beginning of year 155 $ 18.40 — $ — PSUs granted 262 12.67 155 18.40 PSUs vested — — — — PSUs forfeited — — — — Outstanding at end of year 417 $ 14.80 155 $ 18.40 |
5.50% Series B Cumulative Conve
5.50% Series B Cumulative Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
5.50% Series B Cumulative Convertible Preferred Stock | 5.50% 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. 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 . Dividends on the Series B Preferred Stock accrue at a rate of 5.50% on the liquidation preference of $25.00 per share. At December 31, 2016 , we had 2.9 million outstanding shares of Series B Preferred Stock, which do not meet the requirements for permanent equity classification prescribed by the authoritative guidance because these contain certain cash redemption features that are outside our control. As such, 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 years ended December 31, 2016 and 2015, we declared dividends of $3.9 million and $2.0 million , respectively, with respect to shares of Series A and Series B Preferred Stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For federal income tax purposes, we elected to be taxed as a REIT under the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational stipulations, including a requirement that we distribute at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. We currently intend to adhere to these requirements and maintain our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes as well as to federal income and excise taxes on our undistributed taxable income. At December 31, 2016 , ten of our hotel properties were leased to TRS lessees TRS and the Ritz-Carlton St. Thomas hotel was owned by our USVI TRS. The TRS entities recognized net book income before income taxes of $5.5 million , $6.0 million and $6.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2016 2015 2014 Income tax expense at federal statutory income tax rate of 35% $ (1,928 ) $ (1,727 ) $ (2,299 ) State income tax expense, net of federal income tax benefit (172 ) (117 ) (279 ) State and local income tax expense on pass-through entity subsidiaries (62 ) (86 ) (56 ) Gross receipts and margin taxes (98 ) (170 ) (193 ) Benefit of USVI Economic Development Commission credit 619 — — Other 58 (40 ) (2 ) Valuation allowance 9 1,877 1,732 Total income tax (expense) benefit $ (1,574 ) $ (263 ) $ (1,097 ) The components of income tax expense are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ (231 ) $ (1,067 ) $ (824 ) State (269 ) (252 ) (315 ) Foreign 15 (37 ) — Total current (485 ) (1,356 ) (1,139 ) Deferred: Federal (1,049 ) 953 76 State (40 ) 140 (34 ) Foreign — — — Total deferred (1,089 ) 1,093 42 Total income tax (expense) benefit $ (1,574 ) $ (263 ) $ (1,097 ) For the years ended December 31, 2016 , 2015 and 2014 , income tax expense included interest and penalties paid to taxing authorities of $0 , $0 and $3,000 , respectively. At December 31, 2016 and 2015 , we determined that there were no amounts to accrue for interest and penalties due to taxing authorities. At December 31, 2016 and 2015 , our net deferred tax asset, included in “other assets”, and net deferred tax liability, included in “accounts payable and accrued expenses”, respectively, on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2016 2015 Deferred tax assets: Tax intangibles basis greater than book basis $ 1,227 $ 1,214 Allowance for doubtful accounts 30 20 Unearned income 92 108 Unfavorable management contract liability 28 63 Federal and state net operating losses 22,866 22,672 Other 80 8 Accrued expenses 349 256 Tax property basis greater than book basis 4,117 4,429 Prepaid expenses (2,320 ) (1,158 ) Net deferred tax asset 26,469 27,612 Valuation allowance (26,968 ) (27,022 ) Net deferred tax asset (liability) $ (499 ) $ 590 At December 31, 2016 and 2015 , we recorded a valuation allowance of $27.0 million and $27.0 million , respectively, to partially reserve the deferred tax assets of our TRSs. In 2015, after evaluating positive and negative evidence, including the generation of taxable income during the year ended December 31, 2015, and the carry back potential of certain deferred tax assets, we determined that it is more likely than not that Ashford Prime’s wholly-owned domestic TRS will utilize a portion of its deferred tax assets. As a result, in the year ending December 31, 2015, the valuation allowance decreased by $1.9 million and the related tax effect is included in the non-cash deferred benefit of $1.1 million for the year ended December 31, 2015. Ashford Prime’s wholly-owned domestic TRS continued to generate taxable income in the year ending December 31, 2016 and there continues to be carryback potential of certain deferred tax assets as of December 31, 2016. Primarily as a result of the limitation imposed by the Internal Revenue Code on the utilization of net operating losses of acquired subsidiaries and the history of losses of our USVI TRS, we believe it is more likely than not that $27.0 million of our deferred tax assets will not be realized, and therefore, have provided a valuation allowance to reserve against the balances. At December 31, 2016 , the TRSs had net operating loss carryforwards for federal income tax purposes of $61.3 million that are available to offset future taxable income, if any, through 2023 and 2027, respectively. The $61.3 million of net operating loss carryforwards is attributable to acquired subsidiaries and is subject to substantial limitation on its use. We do not recognize deferred tax assets and a valuation allowance for the REIT since the REIT distributes its taxable income as dividends to stockholders, and in turn, the stockholders incur income taxes on those dividends. The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 27,022 $ 3,939 $ 3,920 Additions 31 25,043 1,945 Deductions (85 ) (1,960 ) (1,926 ) Balance at end of year $ 26,968 $ 27,022 $ 3,939 The USVI TRS operates under a tax holiday in the U.S. Virgin Islands, which is effective through December 31, 2018, and may be extended if certain additional requirements are satisfied. The tax holiday is conditional upon our meeting certain employment and investment thresholds. The impact of this tax holiday decreased current foreign taxes by $126,000 and $332,000 for the years ended December 31, 2016 and 2015, respectively. The benefit of the tax holiday on net income (loss) per share was approximately $0.01 for both 2016 and 2015. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ 19,316 $ (6,712 ) $ 1,939 Less: Dividends on preferred stocks (3,860 ) (1,986 ) — Less: Dividends on common stock (12,170 ) (9,282 ) (5,013 ) Less: Dividends on unvested performance stock units (122 ) (105 ) — Less: Dividends on unvested restricted shares (77 ) (41 ) (18 ) Less: Net (income) loss allocated to unvested performance stock units (27 ) — — Less: Net (income) loss allocated to unvested restricted shares (38 ) — — Undistributed net income (loss) allocated to common stockholders 3,022 (18,126 ) (3,092 ) Add back: Dividends on common stock 12,170 9,282 5,013 Distributed and undistributed net income (loss)—basic $ 15,192 $ (8,844 ) $ 1,921 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership 1,899 — 496 Distributed and undistributed net income (loss)—diluted $ 17,091 $ (8,844 ) $ 2,417 Weighted average common shares outstanding: Weighted average common shares outstanding — basic 26,648 25,888 24,473 Effect of assumed conversion of operating partnership units 4,470 — 8,852 Incentive fee shares 77 — — Weighted average common shares outstanding — diluted 31,195 25,888 33,325 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ 0.57 $ (0.34 ) $ 0.08 Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ 0.55 $ (0.34 ) $ 0.07 Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2016 2015 2014 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 115 $ 41 $ 18 Income (loss) allocated to unvested performance stock units 149 105 — Income (loss) attributable to redeemable noncontrolling interests in operating partnership — (393 ) — Dividends on preferred stock 3,860 1,986 — Total $ 4,124 $ 1,739 $ 18 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 87 51 57 Effect of unvested performance stock units 55 52 — Effect of assumed conversion of operating partnership units — 6,642 — Effect of assumed conversion of Preferred Stock 3,662 1,909 — Total 3,804 8,654 57 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 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 hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of December 31, 2016 and 2015 , all of our hotel properties were in the U.S. and its territories. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We have management agreements with Remington Lodging, a related party, which is owned by our Chairman of our board of directors and Ashford Trust’s Chairman Emeritus. Under the agreements, we pay the related party a) monthly property management fees equal to the greater of $10,000 (CPI adjusted since 2003) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria are met, b) project management fees of up to 4% of project costs, c) market service fees including purchasing, design and construction management not to exceed 16.5% of project budget cumulatively, including project management fees, and d) other general and administrative expense reimbursements, approved by our independent directors, including accounting services. This related party allocates such charges to us based on various methodologies, including headcount and actual amounts incurred. At December 31, 2016 , Remington Lodging managed two of our eleven hotel properties and we incurred the following fees related to the management agreements with the related party (in thousands): Year Ended December 31, 2016 2015 2014 Property management fees, including incentive property management fees $ 1,503 $ 1,313 $ 747 Market service and project management fees 2,453 1,645 1,126 Corporate general and administrative expenses 136 98 50 Total $ 4,092 $ 3,056 $ 1,923 Management agreements with Remington Lodging include exclusivity clauses that require us to engage Remington Lodging, unless our independent directors either (i) unanimously vote to hire a different manager or developer or (ii) by a majority vote elect not to engage Remington because either special circumstances exist such that it would be in our best interest not to engage Remington, or, based on Remington’s prior performance, it is believed that another manager or developer could perform the management, development or other duties materially better. In connection with our spin-off, we entered into an advisory agreement with Ashford LLC, which was a subsidiary of Ashford Trust until November 12, 2014, when it spun off and became a subsidiary of Ashford Inc. Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor, and as a result, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a quarterly base fee that is a percentage of our total market capitalization on a declining sliding scale plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.70% ), subject to a minimum quarterly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. 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. On June 10, 2015, the independent directors of the Company approved an amended and restated advisory agreement with Ashford LLC, effective as of June 10, 2015. The amendments, among other things: permit the Company to engage an asset manager other than Ashford LLC with respect to any new properties acquired by the Company, if the Company and Ashford LLC determine that such property would be uneconomic to the Company without incentives; shorten the initial term of the advisory agreement to ten years ; extend the renewal terms to five years ; provide for key money investments by Ashford LLC to facilitate the Company’s acquisition of properties under certain conditions, including Ashford LLC becoming the asset manager for the acquired property and receiving related asset management and other fees, as applicable; adjust the base fee payable to Ashford LLC to a declining sliding scale percentage of total market capitalization of the Company above $6.0 billion ; clarify the calculation of the termination fee; allow Ashford LLC to terminate the Advisory Agreement upon a Company Change of Control (as defined in the advisory agreement) and require the Company to pay a termination fee to Ashford LLC upon such termination; and grant Ashford LLC repurchase rights with respect to its shares held by the Company upon any termination of the advisory agreement. In connection with the agreement between Ashford Inc. and Remington Holdings to combine, on September 17, 2015, we entered into a letter agreement with Ashford Inc. approved by the independent directors of the Company to clarify that for purposes of determining the termination fee under the advisory agreement, Ashford LLC’s earnings shall exclude earnings arising under the master management agreement under which Remington Lodging may manage any of our hotel properties. On January 24, 2017, the Company entered into an amended and restated advisory agreement. See note 24. For the period from January 1, 2014 to November 11, 2014, we incurred advisory services fees to Ashford Trust. Beginning November 12, 2014, we incurred advisory services fees to Ashford Inc. The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2016 2015 2014 Advisory services fee Base advisory fee $ 8,343 $ 8,648 $ 8,739 Reimbursable expenses (1) 2,798 1,827 1,690 Equity-based compensation (2) 3,814 3,592 2,105 Incentive fee — 3,822 — $ 14,955 $ 17,889 $ 12,534 ________ (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 December 31, 2016 and 2015, we held a due from Ashford Trust OP, net of $488,000 and due to Ashford Trust OP, net, of $528,000 , respectively, which are both associated with certain expenses. At December 31, 2016 and 2015, the balance in due to Ashford Inc., which is primarily associated with advisory services fee payable, was $5.1 million and $6.4 million , respectively. In addition, at December 31, 2016 , we held a receivable from the AQUA U.S. Fund of $2.3 million , associated with the 5% hold back from the AQUA U.S. Fund. Certain employees of Remington Lodging, who perform work on behalf of Ashford Prime, were granted approximately 21,000 and 1,000 shares of restricted stock under the Ashford Prime Stock Plan on April 1, 2016 and July 1, 2016, respectively . These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded as a component of “management fees” in our consolidated statements of operations. Expense of $71,000 and $0 was recognized for the years ended December 31, 2016 and 2015. The unamortized fair value of these grants was $213,000 as of December 31, 2016, which will be amortized over a period of 2.3 years . On July 31, 2015, we entered into a block trade with an unaffiliated third party pursuant to a sale arrangement between the Company, Ashford Inc. and Ashford Trust. The block trade included the purchase from the third party of approximately 175,000 shares of Ashford Inc. common stock at a price of $95.00 per share, which approximated the 120 -day volume weighted average price, for a total cost of approximately $16.6 million . The sale arrangement and block trade were evaluated and approved by the independent members of our board of directors. The block trade purchase price and other terms of the sale arrangement were the result of negotiations with the third party, and the board of directors received a fairness opinion from an independent financial advisor that the price paid for the Ashford Inc. shares by the Company was fair to the Company. We did not receive any concessions or economic benefits from Ashford Inc. pertaining to our current contractual arrangements with Ashford Inc. in connection with this block trade. The block trade settled on August 4, 2015, and the loss resulting from the block trade is recorded within “unrealized loss on investment in Ashford Inc.” in our consolidated statement of operations for the year ended December 31, 2015. Subsequent to December 31, 2016, we reached a legal settlement with Sessa. See notes 13 and 24. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Our investments are all concentrated within the hotel industry. All of our hotel properties are located within the U.S. and its territories. For the year ended December 31, 2016 , four of our hotel properties generated revenues in excess of 10% of total hotel revenue amounting to 47% of total hotel revenue. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and amounts due or payable under our derivative contracts. Our counterparties to our derivative contracts are investment grade financial institutions. |
Selected Financial Quarterly Da
Selected Financial Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Financial Quarterly Data (Unaudited) | Selected Financial Quarterly Data (Unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2016 Total revenue $ 99,797 $ 112,432 $ 99,651 $ 93,977 $ 405,857 Total operating expenses 88,344 101,917 88,404 80,051 358,716 Operating income (loss) 11,453 10,515 11,247 13,926 47,141 Net income (loss) (139 ) 2,292 21,322 845 24,320 Net income (loss) attributable to the Company (134 ) 2,188 16,858 404 19,316 Net income (loss) attributable to common stockholders (1,028 ) 1,210 15,864 (590 ) 15,456 Diluted income (loss) attributable to common stockholders per share $ (0.04 ) $ 0.04 $ 0.55 $ (0.03 ) $ 0.55 (1 ) Weighted average diluted common shares 28,343 32,418 33,874 25,532 31,195 2015 Total revenue $ 77,789 $ 92,837 $ 90,759 $ 88,160 $ 349,545 Total operating expenses 69,530 73,763 77,503 82,773 303,569 Operating income (loss) 8,259 19,074 13,256 5,387 45,976 Net income (loss) (425 ) 9,124 (7,282 ) (6,108 ) (4,691 ) Net income (loss) attributable to the Company (206 ) 6,724 (6,840 ) (6,390 ) (6,712 ) Net income (loss) attributable to common stockholders (206 ) 6,526 (7,735 ) (7,283 ) (8,698 ) Diluted income (loss) attributable to common stockholders per share $ (0.01 ) $ 0.27 $ (0.29 ) $ (0.26 ) $ (0.34 ) (1 ) Weighted average diluted common shares 24,070 24,773 27,162 28,331 25,888 _________________ (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2016 and 2015 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 18, 2017, the Company refinanced three mortgage loans with existing outstanding balances totaling approximately $333.7 million . The previous mortgage loans that were refinanced had final maturity dates in April 2017. The new mortgage loan totals $365.0 million and has stated maturity of February 2019 with five one -year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.58% . The mortgage loan is secured by five hotel properties: Plano Marriott Legacy Town Center, Seattle Marriott Waterfront, Tampa Renaissance, San Francisco Courtyard Downtown and Philadelphia Courtyard Downtown. On January 24, 2017, we entered into an amended and restated advisory agreement with Ashford Inc. (the “Amended and Restated Advisory Agreement”) that amends and restates our advisory agreement discussed herein. Although our board of directors, through the action of the independent directors only, may amend the advisory agreement without stockholder approval, the independent directors have elected to seek stockholder approval of the Amended and Restated Advisory Agreement. Accordingly, the Amended and Restated Advisory Agreement will not become effective unless and until it is approved by our stockholders. The material terms of the Amended and Restated Advisory Agreement include: • we will make a cash payment to Ashford LLC of $5.0 million at the time the Amended and Restated Advisory Agreement becomes effective; • the termination fee payable to Ashford LLC has been amended by eliminating the 1.1 x multiplier and tax gross up components of the fee; • Ashford Inc. will disclose publicly the revenues and expenses used to calculate “Net Earnings” on a quarterly basis which is used to calculate the termination fee; Ashford LLC will retain an accounting firm to provide a quarterly report to us on the reasonableness of Ashford LLC’s determination of expenses, which will be binding on the parties; • the right of Ashford LLC to appoint a “Designated CEO” has been eliminated; • the right of Ashford LLC to terminate the advisory agreement due to a change in a majority of the “Company Incumbent Board” (as defined in the current advisory agreement) has been eliminated; • we will be incentivized to grow our assets under a “growth covenant” in the Amended and Restated Advisory Agreement under which we will receive a deemed credit against a base amount of $45.0 million for: 3.75% of the total purchase price of each hotel acquired after the date of the Amended and Restated Advisory Agreement that was recommended by Ashford LLC, netted against 3.75% of the total sale price of each hotel sold after the date of the Amended and Restated Advisory Agreement. The difference between $45.0 million and such net credit, if any, is referred to as the “Uninvested Amount.” If the Amended and Restated Advisory Agreement is terminated, other than due to certain acts by Ashford LLC, we must pay Ashford LLC the Uninvested Amount, in addition to any termination fee payable under the Amended and Restated Advisory Agreement; • the Amended and Restated Advisory Agreement requires us to maintain a net worth of not less than $390 million plus 75% of the equity proceeds from the sale of securities by us after December 31, 2016 and a covenant prohibiting us from paying dividends except as required to maintain our REIT status if paying the dividend would reduce our net worth below the required minimum net worth; • the initial term of the Amended and Restated Advisory Agreement ends on the 10th anniversary of its effective date, subject to renewal by Ashford LLC for up to seven additional successive 10 -year terms; • the base management fee payable to Ashford LLC will be fixed at 70 bps, and the fee will be payable on a monthly basis; • reimbursements of expenses to Ashford LLC will be made monthly in advance, based on an annual expense budget, with a quarterly true-up for actual expenses; • our right to terminate the advisory agreement due to a change of control of Ashford LLC has been eliminated; • our rights to terminate the advisory agreement at the end of each term upon payment of the termination fee based on the parties being unable to agree on new market-based fees or advisor’s performance have been eliminated; however, the Amended and Restated Advisory Agreement provides a mechanism for the parties to renegotiate the fees payable to Ashford LLC at the end of each term based on then prevailing market conditions, subject to floors and caps on the changes; • if a Change of Control (as defined in the Amended and Restated Advisory Agreement) is pending, we have agreed to deposit not less than 50% , and in certain cases 100% , of the applicable termination fee in escrow, with the payment of any remaining amounts owed to Ashford LLC secured by a letter of credit and/or first priority lien on certain assets; • our ability to terminate the Amended and Restated Advisory Agreement due to a material default by Ashford LLC is limited to instances where a court finally determines that the default had a material adverse effect on us and Ashford LLC fails to pay monetary damages in accordance with the Amended and Restated Advisory Agreement; and • if we repudiate the Amended and Restated Advisory Agreement through actions or omissions that constitute a repudiation as determined by a final non-appealable order from a court of competent jurisdiction, we will be liable to Ashford LLC for a liquidated damages amount. On February 16, 2017, the Ashford Entities entered into a Settlement Agreement with the Sessa Entities regarding the composition of the Company’s board of directors, dismissal of pending litigation involving the parties and certain other matters. See note 13. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2016 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III ASHFORD HOSPITALITY PRIME, INC. AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2016 (in thousands) Column A Column B Column C Column D Column E Column F Column G Column H Column I Initial Cost Costs Capitalized Since Acquisition Gross Carrying Amount At Close of Period Hotel Property Location Encumbrances Land FF&E, Buildings and improvements Land FF&E, Buildings and improvements Land FF&E, Buildings and improvements Total Accumulated Depreciation Construction Date Acquisition Date Income Statement Hilton Washington D.C. $ 125,370 $ 45,721 $ 106,245 $ — $ 29,611 $ 45,721 $ 135,856 $ 181,577 $ 42,554 — 04/2007 (1),(2),(3) Hilton La Jolla, CA 67,395 — 114,614 — 20,015 — 134,629 134,629 41,830 — 04/2007 (1),(2),(3) Marriott Seattle, WA 127,560 31,888 112,176 — 5,995 31,888 118,171 150,059 30,792 — 04/2007 (1),(2),(3) Marriott Plano, TX 74,796 2,725 93,044 — 12,816 2,725 105,860 108,585 29,020 — 04/2007 (1),(2),(3) Courtyard by Marriott Philadelphia, PA 40,977 9,814 94,029 — 20,609 9,814 114,638 124,452 35,009 — 04/2007 (1),(2),(3) Courtyard by Marriott San Francisco, CA 55,915 22,653 72,731 — 8,911 22,653 81,642 104,295 19,803 — 04/2007 (1),(2),(3) Pier House Resort Key West, FL 70,000 59,731 33,011 — 3,178 59,731 36,189 95,920 6,997 — 03/2014 (1),(2),(3) Chicago Sofitel Magnificent Mile Chicago, IL 80,000 12,631 140,369 — (3,250 ) 12,631 137,119 149,750 10,190 — 02/2014 (1),(2),(3) Renaissance Tampa, FL 42,951 — 69,179 — 10,374 — 79,553 79,553 20,920 — 04/2007 (1),(2),(3) Bardessono Yountville, CA 40,000 — 64,184 — (1,160 ) — 63,024 63,024 3,503 — 07/2015 (1),(2),(3),(4) Ritz Carlton St. Thomas, USVI 42,000 25,533 38,467 — 2,568 25,533 41,035 66,568 3,262 — 12/2015 (1),(2),(3) Total $ 766,964 $ 210,696 $ 938,049 $ — $ 109,667 $ 210,696 $ 1,047,716 $ 1,258,412 $ 243,880 __________________ (1) Estimated useful life for buildings is 39 years . (2) Estimated useful life for building improvements is 7.5 years . (3) Estimated useful life for furniture and fixtures is 1.5 to 5 years . (4) Amount includes transfer of FF&E to Ashford Inc. in return for the key money consideration. Year Ended December 31, 2016 2015 2014 Investment in Real Estate: Beginning balance $ 1,315,621 $ 1,179,345 $ 925,507 Additions 24,280 146,828 265,484 Write-offs (11,977 ) (8,609 ) (11,646 ) Sales/Disposals (69,512 ) (1,943 ) — Ending balance 1,258,412 1,315,621 1,179,345 Accumulated Depreciation: Beginning balance 224,142 189,042 160,181 Depreciation expense 45,716 43,780 40,507 Write-offs (11,977 ) (8,609 ) (11,646 ) Sales/Disposals (14,001 ) (71 ) — Ending balance 243,880 224,142 189,042 Investment in Real Estate, net $ 1,014,532 $ 1,091,479 $ 990,303 |
Significant Accounting Polici33
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Combination and Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying 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. 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 and (ii) 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: • On February 24, 2014, we acquired the Chicago Sofitel Magnificent Mile, and on March 1, 2014, we acquired the Pier House Resort. The operating results of these hotel properties are included in our results of operations as of their respective acquisition dates. • On July 9, 2015, we acquired the Bardessono Hotel, and on December 15, 2015, we acquired the Ritz-Carlton St. Thomas, USVI (“Ritz-Carlton St. Thomas”). The operating results of these hotel properties are included in our results of operations as of their acquisition dates. • On July 1, 2016, we sold the Courtyard Seattle Downtown. |
Use of Estimates | Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. |
Restricted Cash | Restricted Cash —Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment replacements of approximately 4% to 5% of property revenue for certain hotel properties, as required by certain management or mortgage debt agreement restrictions and provisions. For purposes of the statements of cash flows, changes in restricted cash caused by using such funds for debt service, real estate taxes, and insurance are shown as operating activities. Changes in restricted cash caused by using such funds for furniture, fixtures, and equipment replacements are included in cash flows from investing activities. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts. |
Inventories | Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. |
Investments in Hotel Properties, net | Investments in Hotel Properties, net —Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. |
Impairment of Investment in Hotel Properties | Impairment of Investments in Hotel Properties —Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating 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. For the years ended December 31, 2016 , 2015 and 2014 , we have not recorded any impairment charges. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity and Ashford Inc. —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 in April 2016. We review 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 years ended December 31, 2016 and 2015 . We also hold approximately 195,000 shares of Ashford Inc. common stock, which represented an approximate 9.7% ownership interest in Ashford Inc. and had a fair value of $8.4 million at December 31, 2016 . This investment would typically be accounted for under the equity method of accounting, under Accounting Standard Codification (“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 and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated 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. |
Deferred Costs, net | Deferred Costs, net —Debt issuance costs are reflected as a direct reduction to the related debt obligation. Additionally, debt issuance costs associated with our secured revolving credit facility are presented as an asset on our consolidated balance sheets. Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Deferred franchise fees are amortized on a straight-line basis over the terms of the related franchise agreements. |
Intangible Assets and Intangible Liabilities | Intangible Assets and Intangible Liabilities —Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight-line method over the remaining terms of the respective lease contracts. See note 8. |
Derivative Instruments | Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include interest rate caps and floors. These derivatives are subject to master netting settlement arrangements. Accordingly, we report derivatives with the same counterparty net on the consolidated balance sheets. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three-month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. 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. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives and options on futures contracts are reported as “derivative assets” in the consolidated balance sheets. Changes in fair value of interest rate derivatives and future are recognized in earnings as “unrealized loss on derivatives” in the consolidated statements of operations. |
Due to/from Related Party, net | Due to/from Related Party, net —Due to/from related party, net, represents current receivables related to advances for project management services and payables resulting from transactions related to hotel management, project management and market services with a related party. These receivables and payables are generally settled within a period not exceeding one year . |
Due to/from Ashford Trust OP, net and Due to Ashford Inc. | Due to/from Ashford Trust OP, net —Due to/from Ashford Trust OP, net, represents payables and receivables related to certain expenses. These receivables and payables are generally settled within a period not exceeding one year . Due to Ashford Inc. —Due to Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses. These payables are generally settled within a period not exceeding one year . |
Due to/from Third-Party Hotel Managers | Due to/from Third-Party Hotel Managers —Due from third-party hotel managers primarily consists of amounts due from Marriott related to cash reserves held at the Marriott corporate level related to operating, real estate taxes, and other items, as well as current receivables and payables resulting from transactions with other third-party managers related to hotel management. |
Noncontrolling Interests | Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of the consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder for cash or registered shares in certain cases outside of the Company’s control. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in a consolidated entity represents an ownership interest of 25% in two hotel properties at December 31, 2016 and 2015 , and is reported in equity in the consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. |
Revenue Recognition | Revenue Recognition —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. |
Other Expenses | Other Expenses —Other expenses include telephone charges, guest laundry, valet parking, hotel-level general and administrative expenses, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. |
Advertising Costs | Advertising Costs —Advertising costs are charged to expense as incurred. For the years ended December 31, 2016 , 2015 and 2014 , we incurred advertising costs of $3.1 million , $2.3 million and $1.9 million , respectively. Advertising costs are included in “Other expenses” in the consolidated statements of operations. |
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 and included in “corporate general and administrative” expense in the consolidated statements of operations. |
Depreciation and Amortization | Depreciation and Amortization —Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales. |
Income Taxes | Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Prime TRS and our USVI TRS are treated as taxable REIT subsidiaries for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to our TRSs using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. The entities that own ten of our eleven hotel properties are considered partnerships for federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia, Texas, and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the eleven hotel properties are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be taxable REIT subsidiaries of Ashford Prime. The entities that operate the two hotel properties owned by a consolidated partnership elected to be treated as taxable REIT subsidiaries of Ashford Trust in April 2007, when the partnership was acquired by Ashford Trust. As a result of Ashford Trust’s distribution of its remaining common units of Ashford Prime OP and shares of common stock of Ashford Prime on July 27, 2015, the Prime TRSs revoked their elections to be taxable REIT subsidiaries of Ashford Trust effective July 29, 2015. The Prime TRSs remain taxable REIT subsidiaries of Ashford Prime. The “Income Taxes” Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2012 through 2016 remain subject to potential examination by certain federal and state taxing authorities. |
Income (Loss) Per Share | Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In 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 have adopted this standard effective January 1, 2016, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In February 2015, the Financial Accounting Standards Board (“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 in the initial stages of evaluating the effect of the standard on our consolidated financial statements, including as it pertains to accounting for real estate sales, and continue to evaluate the available transition methods. However, we have not yet selected a transition method. Based on our initial and ongoing assessment of ASU 2014-09, we do not currently believe there will be a material impact to the amount or timing of revenue recognition for rooms revenue, food and beverage revenue and other hotel revenue. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. Our current minimum commitments under noncancelable operating leases are disclosed in note 13. We have not yet selected a transition method. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. The Company is currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - Debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. In November 2016 the FASB issued ASU 2016-18, " Statement of Cash Flows (Topic 230): Restricted Cash" (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-18 will have on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, " Business Combinations (Topic 805) - Clarifying the Definition of a Business" (“ASU 2017-01”) , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for annual reporting beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions). |
Investment in Hotel Propertie34
Investment in Hotel Properties, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investments in hotel properties | Investments in hotel properties, net consisted of the following (in thousands): December 31, 2016 2015 Land $ 210,696 $ 227,620 Buildings and improvements 972,412 1,017,086 Furniture, fixtures and equipment 70,922 68,529 Construction in progress 4,382 2,386 Total cost 1,258,412 1,315,621 Accumulated depreciation (243,880 ) (224,142 ) Investments in hotel properties, net $ 1,014,532 $ 1,091,479 |
Preliminary estimated fair value of acquisition | 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 March 31, 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 |
Hotel Disposition (Tables)
Hotel Disposition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Condensed financial information from hotel property | The following table includes the condensed financial information from this hotel property (in thousands): Year Ended December 31, 2016 2015 2014 Total hotel revenue $ 7,995 $ 16,259 $ 15,339 Total hotel operating expenses (4,463 ) (9,089 ) (8,749 ) Operating income (loss) 3,532 7,170 6,590 Property taxes, insurance and other (333 ) (627 ) (496 ) Depreciation and amortization (834 ) (2,091 ) (1,957 ) Gain (loss) on sale of hotel property 26,359 — — Interest expense and amortization of loan costs (1,709 ) (3,503 ) (3,551 ) Income before income taxes 27,015 949 586 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (2,972 ) (121 ) (152 ) Income (loss) before income taxes attributable to the Company $ 24,043 $ 828 $ 434 |
Investment in Unconsolidated 36
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized financial information | The following tables summarize the condensed balance sheet as of December 31, 2015 , and the condensed statements of operations for the four months ended April 30, 2016 and year ended December 31, 2015, of the AQUA U.S. Fund (in thousands): Ashford Quantitative Alternative (U.S.) Fund, LP Condensed Balance Sheet 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 Four Months Ended Year Ended April 30, 2016 December 31, 2015 Total investment income $ 21 $ 1,266 Net expenses (208 ) (273 ) Net investment income (loss) (187 ) 993 Net unrealized gain (loss) on investments 2,249 (2,308 ) Net realized gain (loss) on investments (7,777 ) (5,103 ) Net gain (loss) attributable to the AQUA U.S. Fund $ (5,715 ) $ (6,418 ) Our equity in earnings (loss) of the AQUA U.S. Fund $ (2,587 ) $ (2,927 ) The following tables summarize the condensed balance sheets as of December 31, 2016 and 2015 , and the condensed statements of operations for the years ended December 31, 2016 and 2015 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets December 31, 2016 December 31, 2015 Total assets $ 129,797 $ 166,991 Total liabilities 38,168 30,115 Redeemable noncontrolling interests 1,480 240 Total stockholders’ equity of Ashford Inc. 37,377 32,165 Noncontrolling interests in consolidated entities 52,772 104,471 Total equity 90,149 136,636 Total liabilities and equity $ 129,797 $ 166,991 Our investment in Ashford Inc., at fair value $ 8,407 $ 10,377 Ashford Inc. Condensed Consolidated Statements of Operations Year Ended December 31, 2016 2015 Total revenue $ 67,607 $ 58,981 Total operating expenses (70,064 ) (60,332 ) Operating loss (2,457 ) (1,351 ) Realized and unrealized gain (loss) on investment in unconsolidated entity (1,460 ) (2,141 ) Realized and unrealized gain (loss) on investments (7,787 ) (7,600 ) Other 81 1,114 Income tax (expense) benefit (780 ) (2,066 ) Net income (loss) (12,403 ) (12,044 ) (Income) loss from consolidated entities attributable to noncontrolling interests 8,860 10,852 Net (income) loss attributable to redeemable noncontrolling interests 1,147 2 Net gain (loss) attributable to Ashford Inc. $ (2,396 ) $ (1,190 ) Our unrealized gain (loss) on investment in Ashford Inc. $ (1,970 ) $ (7,609 ) |
Deferred Costs, net (Tables)
Deferred Costs, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, net | Deferred costs, net consisted of the following (in thousands): December 31, 2016 2015 Deferred loan costs $ 1,074 $ 2,122 Accumulated amortization (54 ) (1,367 ) Deferred costs, net $ 1,020 $ 755 |
Intangible Assets, net and In38
Intangible Assets, net and Intangible Liability, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, net and Intangible Liabilities, net [Abstract] | |
Schedule of Intangible Assets, net and Intangible Liabilities, net | Intangible assets, net and intangible liability, net consisted of the following (in thousands): Intangible Assets, net Intangible Liability, net December 31, December 31, 2016 2015 2016 2015 Cost $ 24,050 $ 24,050 $ 4,179 $ 4,179 Accumulated amortization (1,204 ) (890 ) (554 ) (497 ) $ 22,846 $ 23,160 $ 3,625 $ 3,682 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands): Intangible Assets Intangible Liabilities 2017 $ 296 $ 57 2018 296 57 2019 296 57 2020 296 57 2021 296 57 Thereafter 21,366 3,340 Total $ 22,846 $ 3,625 |
Below Market Lease, Future Amortization Income | Estimated future amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands): Intangible Assets Intangible Liabilities 2017 $ 296 $ 57 2018 296 57 2019 296 57 2020 296 57 2021 296 57 Thereafter 21,366 3,340 Total $ 22,846 $ 3,625 |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2016 December 31, 2015 Indebtedness Collateral Maturity Interest Rate Debt Balance Book Value of Collateral Debt Book Value of Secured revolving credit facility (3) None November 2019 Base Rate (2) + 1.25% to 2.50% or LIBOR (1) +2.25% to 3.50% $ — $ — $ — $ — Mortgage loan (4) 1 hotel March 2017 LIBOR (1) +2.30% 80,000 139,560 80,000 142,656 Mortgage loan (5) 1 hotel March 2017 LIBOR (1) +2.25% 70,000 88,923 70,000 90,957 Mortgage loan (6) (10) 1 hotel April 2017 5.91% 32,879 89,443 33,381 93,856 Mortgage loan (7) (10) 1 hotel April 2017 5.95% 55,915 84,492 122,374 136,812 Mortgage loan (10) 3 hotels April 2017 5.95% 245,307 257,465 249,020 262,411 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 40,000 59,521 40,000 61,329 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 42,000 63,306 42,000 63,886 TIF loan (6) (8) 1 hotel June 2018 12.85% 8,098 — 8,098 — Mortgage loan (9) 2 hotels November 2019 LIBOR (1) +2.65% 192,765 231,822 195,359 239,572 766,964 1,014,532 840,232 1,091,479 Deferred loan costs, net (2,348 ) — (4,640 ) — Indebtedness, net $ 764,616 $ 1,014,532 $ 835,592 $ 1,091,479 __________________ (1) LIBOR rates were 0.772% and 0.430% at December 31, 2016 and 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% , or (iii) LIBOR + 1.0% . (3) Our borrowing capacity under our secured revolving credit facility is $100.0 million . We have an option, subject to lender approval, to further increase the borrowing capacity to an aggregate of $250.0 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) Approximately $65 million of the mortgage loan was repaid upon the sale of Courtyard Seattle Downtown which occurred on July 1, 2016. (8) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 5. (9) This loan has two one -year extension options, subject to satisfaction of certain conditions. (10) This loan was refinanced subsequent to December 31, 2016. See note 24. |
Schedule of Maturities of Long-term Debt | Maturities and scheduled amortization of indebtedness as of December 31, 2016 for each of the following five years and thereafter are as follows (in thousands): 2017 $ 569,092 2018 11,037 2019 186,835 2020 — 2021 — Thereafter — Total $ 766,964 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1,091 $ 1,091 Interest rate derivatives - caps — — — Options on futures contracts 58 — 58 58 1,091 1,149 (1) Non-derivative assets: Investment in Ashford Inc. 8,407 — 8,407 Total $ 8,465 $ 1,091 $ 9,556 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Interest rate derivatives - floors $ — $ 578 $ 578 Interest rate derivatives - caps — 58 58 Options on futures contracts 117 — 117 117 636 753 (1) Non-derivative assets: Investment in Ashford Inc. 10,377 — 10,377 Total $ 10,494 $ 636 $ 11,130 __________________ (1) Reported as “derivative assets” in the 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 consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2016 2015 2014 Assets Derivative assets: Interest rate derivatives - floors $ 513 $ (2,963 ) $ — Interest rate derivatives - caps (71 ) (94 ) (111 ) Equity put options — (1,017 ) — Equity call options — 23 — Options on futures contracts (173 ) (195 ) — Non-derivative assets: Investment in Ashford Inc. (1,970 ) (7,609 ) — Equity - American Depositary Receipt — (75 ) — Equity securities — 560 — U.S. treasury securities — 53 — Total (1,701 ) (11,317 ) (111 ) Liabilities Derivative liabilities: Short equity put options — 680 — Short equity call options — 844 — Net $ (1,701 ) $ (9,793 ) $ (111 ) Total combined Interest rate derivatives - floors $ 513 $ (2,963 ) $ — Interest rate derivatives - caps (71 ) (94 ) (111 ) Options on futures contracts (17 ) (195 ) — Unrealized gain (loss) on derivatives 425 (3,252 ) (111 ) Realized gain (loss) on options on futures contracts (156 ) (1) — — Unrealized gain (loss) on investment in Ashford Inc. (1,970 ) (7,609 ) — Realized gain (loss) on marketable securities — 1,068 (1) — Net $ (1,701 ) $ (9,793 ) $ (111 ) __________________ (1) Included in “other income (expense)” in the consolidated statements of operations. |
Summary of Fair Value of Fina41
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Carrying Amounts And Estimated Fair Values Of Financial Instruments Not Measured At Fair Value | The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): December 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Estimated Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 8,407 $ 8,407 $ 10,377 $ 10,377 Derivative assets 1,149 1,149 753 753 Financial assets not measured at fair value: Cash and cash equivalents $ 126,790 $ 126,790 $ 105,039 $ 105,039 Restricted cash 37,855 37,855 33,135 33,135 Accounts receivable, net 18,194 18,194 13,370 13,370 Note receivable 8,098 8,511 to 9,407 8,098 9,157 to 10,120 Due from Ashford Trust OP, net 488 488 — — Due from AQUA U.S. Fund 2,289 2,289 — — Due from related party, net 377 377 371 371 Due from third-party hotel managers 7,555 7,555 10,722 10,722 Financial liabilities not measured at fair value: Indebtedness $ 766,964 $726,774 to $803,276 $ 840,232 $801,058 to $885,379 Accounts payable and accrued expenses 44,791 44,791 43,568 43,568 Dividends and distributions payable 5,038 5,038 3,439 3,439 Due to Ashford Trust OP, net — — 528 528 Due to Ashford Inc. 5,085 5,085 6,369 6,369 Due to affiliate 2,500 2,500 — — Due to third-party hotel managers 973 973 1,158 1,158 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rentals due under non-cancelable leases | Future minimum rentals due under non-cancelable leases are as follows for each of the years ending December 31, (in thousands): 2017 $ 3,000 2018 2,940 2019 2,932 2020 2,970 2021 2,981 Thereafter 96,224 Total $ 111,047 |
Redeemable Noncontrolling Int43
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Summary of the activity of the operating partnership units | A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Units outstanding at beginning of year 4,375 8,955 8,776 LTIP units issued 4 10 355 Performance LTIP units issued 701 — — Units redeemed for shares of common stock (137 ) (4,245 ) — Units redeemed for cash of $5,856 in 2015 and $3,074 in 2014 — (345 ) (176 ) Units outstanding at end of year 4,943 4,375 8,955 Units convertible/redeemable at end of year 4,083 3,967 8,259 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Activity | A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2016 2015 2014 Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Outstanding at beginning of year 140 $ 16.01 94 $ 18.11 84 $ 21.35 Restricted shares granted 309 12.34 45 16.50 64 15.45 Restricted shares issued in connection with Ashford Trust’s distribution — — 60 14.90 — — Restricted shares vested (84 ) 15.98 (57 ) 18.66 (53 ) 19.91 Restricted shares forfeited (5 ) 13.82 (2 ) 17.50 (1 ) 21.35 Outstanding at end of year 360 $ 12.90 140 $ 16.01 94 $ 18.11 |
Summary of PSUs Activity | A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2016 2015 PSUs Weighted Average Price at Grant PSUs Weighted Average Price at Grant Outstanding at beginning of year 155 $ 18.40 — $ — PSUs granted 262 12.67 155 18.40 PSUs vested — — — — PSUs forfeited — — — — Outstanding at end of year 417 $ 14.80 155 $ 18.40 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2016 2015 2014 Income tax expense at federal statutory income tax rate of 35% $ (1,928 ) $ (1,727 ) $ (2,299 ) State income tax expense, net of federal income tax benefit (172 ) (117 ) (279 ) State and local income tax expense on pass-through entity subsidiaries (62 ) (86 ) (56 ) Gross receipts and margin taxes (98 ) (170 ) (193 ) Benefit of USVI Economic Development Commission credit 619 — — Other 58 (40 ) (2 ) Valuation allowance 9 1,877 1,732 Total income tax (expense) benefit $ (1,574 ) $ (263 ) $ (1,097 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ (231 ) $ (1,067 ) $ (824 ) State (269 ) (252 ) (315 ) Foreign 15 (37 ) — Total current (485 ) (1,356 ) (1,139 ) Deferred: Federal (1,049 ) 953 76 State (40 ) 140 (34 ) Foreign — — — Total deferred (1,089 ) 1,093 42 Total income tax (expense) benefit $ (1,574 ) $ (263 ) $ (1,097 ) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2016 and 2015 , our net deferred tax asset, included in “other assets”, and net deferred tax liability, included in “accounts payable and accrued expenses”, respectively, on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2016 2015 Deferred tax assets: Tax intangibles basis greater than book basis $ 1,227 $ 1,214 Allowance for doubtful accounts 30 20 Unearned income 92 108 Unfavorable management contract liability 28 63 Federal and state net operating losses 22,866 22,672 Other 80 8 Accrued expenses 349 256 Tax property basis greater than book basis 4,117 4,429 Prepaid expenses (2,320 ) (1,158 ) Net deferred tax asset 26,469 27,612 Valuation allowance (26,968 ) (27,022 ) Net deferred tax asset (liability) $ (499 ) $ 590 |
Summary of Valuation Allowance | The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 27,022 $ 3,939 $ 3,920 Additions 31 25,043 1,945 Deductions (85 ) (1,960 ) (1,926 ) Balance at end of year $ 26,968 $ 27,022 $ 3,939 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ 19,316 $ (6,712 ) $ 1,939 Less: Dividends on preferred stocks (3,860 ) (1,986 ) — Less: Dividends on common stock (12,170 ) (9,282 ) (5,013 ) Less: Dividends on unvested performance stock units (122 ) (105 ) — Less: Dividends on unvested restricted shares (77 ) (41 ) (18 ) Less: Net (income) loss allocated to unvested performance stock units (27 ) — — Less: Net (income) loss allocated to unvested restricted shares (38 ) — — Undistributed net income (loss) allocated to common stockholders 3,022 (18,126 ) (3,092 ) Add back: Dividends on common stock 12,170 9,282 5,013 Distributed and undistributed net income (loss)—basic $ 15,192 $ (8,844 ) $ 1,921 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership 1,899 — 496 Distributed and undistributed net income (loss)—diluted $ 17,091 $ (8,844 ) $ 2,417 Weighted average common shares outstanding: Weighted average common shares outstanding — basic 26,648 25,888 24,473 Effect of assumed conversion of operating partnership units 4,470 — 8,852 Incentive fee shares 77 — — Weighted average common shares outstanding — diluted 31,195 25,888 33,325 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ 0.57 $ (0.34 ) $ 0.08 Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ 0.55 $ (0.34 ) $ 0.07 |
Summary of computation of diluted income per share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2016 2015 2014 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 115 $ 41 $ 18 Income (loss) allocated to unvested performance stock units 149 105 — Income (loss) attributable to redeemable noncontrolling interests in operating partnership — (393 ) — Dividends on preferred stock 3,860 1,986 — Total $ 4,124 $ 1,739 $ 18 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 87 51 57 Effect of unvested performance stock units 55 52 — Effect of assumed conversion of operating partnership units — 6,642 — Effect of assumed conversion of Preferred Stock 3,662 1,909 — Total 3,804 8,654 57 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of fees related to the management agreements with the related party | For the period from January 1, 2014 to November 11, 2014, we incurred advisory services fees to Ashford Trust. Beginning November 12, 2014, we incurred advisory services fees to Ashford Inc. The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2016 2015 2014 Advisory services fee Base advisory fee $ 8,343 $ 8,648 $ 8,739 Reimbursable expenses (1) 2,798 1,827 1,690 Equity-based compensation (2) 3,814 3,592 2,105 Incentive fee — 3,822 — $ 14,955 $ 17,889 $ 12,534 ________ (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 December 31, 2016 , Remington Lodging managed two of our eleven hotel properties and we incurred the following fees related to the management agreements with the related party (in thousands): Year Ended December 31, 2016 2015 2014 Property management fees, including incentive property management fees $ 1,503 $ 1,313 $ 747 Market service and project management fees 2,453 1,645 1,126 Corporate general and administrative expenses 136 98 50 Total $ 4,092 $ 3,056 $ 1,923 |
Selected Financial Quarterly 48
Selected Financial Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of the quarterly results of operations | The following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2016 Total revenue $ 99,797 $ 112,432 $ 99,651 $ 93,977 $ 405,857 Total operating expenses 88,344 101,917 88,404 80,051 358,716 Operating income (loss) 11,453 10,515 11,247 13,926 47,141 Net income (loss) (139 ) 2,292 21,322 845 24,320 Net income (loss) attributable to the Company (134 ) 2,188 16,858 404 19,316 Net income (loss) attributable to common stockholders (1,028 ) 1,210 15,864 (590 ) 15,456 Diluted income (loss) attributable to common stockholders per share $ (0.04 ) $ 0.04 $ 0.55 $ (0.03 ) $ 0.55 (1 ) Weighted average diluted common shares 28,343 32,418 33,874 25,532 31,195 2015 Total revenue $ 77,789 $ 92,837 $ 90,759 $ 88,160 $ 349,545 Total operating expenses 69,530 73,763 77,503 82,773 303,569 Operating income (loss) 8,259 19,074 13,256 5,387 45,976 Net income (loss) (425 ) 9,124 (7,282 ) (6,108 ) (4,691 ) Net income (loss) attributable to the Company (206 ) 6,724 (6,840 ) (6,390 ) (6,712 ) Net income (loss) attributable to common stockholders (206 ) 6,526 (7,735 ) (7,283 ) (8,698 ) Diluted income (loss) attributable to common stockholders per share $ (0.01 ) $ 0.27 $ (0.29 ) $ (0.26 ) $ (0.34 ) (1 ) Weighted average diluted common shares 24,070 24,773 27,162 28,331 25,888 _________________ (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2016 and 2015 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Organization and Description 49
Organization and Description of Business (Details) | Sep. 17, 2015 | Dec. 31, 2016hotelstate |
Organization and Description of Business [Line Items] | ||
Number of hotel properties | 11 | |
Number of rooms | 3,702 | |
Number of rooms, net | 3,467 | |
Number of hotel properties managed by third party | 2 | |
Number of states in which entity operates | state | 6 | |
US Virgin Islands Taxable REIT Subsidiary [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties | 1 | |
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties | 10 | |
Wholly Owned Properties [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties | 9 | |
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties | 8 | |
Consolidated Properties [Member] | ||
Organization and Description of Business [Line Items] | ||
Number of hotel properties | 2 | |
Remington Lodging [Member] | ||
Organization and Description of Business [Line Items] | ||
Limited partner interest | 80.00% |
Significant Accounting Polici50
Significant Accounting Policies (Details) shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2016USD ($)hotelshares | Dec. 31, 2015USD ($)hotelshares | Dec. 31, 2014USD ($) | Jul. 31, 2015shares | Jun. 30, 2015 | |
Significant Accounting Policies [Line Items] | |||||
Maturity period of cash and cash equivalents | 3 months | ||||
Period for settlement due to and from affiliates maximum | 1 year | ||||
Noncontrolling interest percent | 25.00% | 25.00% | |||
Advertising costs | $ | $ 3,100,000 | $ 2,300,000 | $ 1,900,000 | ||
Number of hotel properties | hotel | 11 | ||||
AQUA U.S. Fund [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 45.30% | 45.30% | 45.30% | ||
Equity method investment impairment | $ | $ 0 | $ 0 | |||
Investment in unconsolidated entity | $ | $ 0 | $ 48,365,000 | |||
Ashford Inc. [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 9.70% | 9.70% | |||
Number of shares owned (in shares) | shares | 195 | 195 | 175 | ||
Investment in unconsolidated entity | $ | $ 8,407,000 | $ 10,377,000 | |||
Building and Building Improvements [Member] | Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 7 years 6 months | ||||
Building and Building Improvements [Member] | Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 39 years | ||||
Furniture, Fixtures, and Equipment [Member] | Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 1 year 6 months | ||||
Furniture, Fixtures, and Equipment [Member] | Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years | ||||
Consolidated Properties [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 2 | ||||
Partially Owned Properties [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 2 | 2 | |||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of hotel properties | hotel | 10 | ||||
Restricted Cash [Member] | Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 4.00% | ||||
Restricted Cash [Member] | Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 5.00% |
Investment in Hotel Propertie51
Investment in Hotel Properties, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 210,696 | $ 227,620 | |
Buildings and improvements | 972,412 | 1,017,086 | |
Furniture, fixtures, and equipment | 70,922 | 68,529 | |
Construction in progress | 4,382 | 2,386 | |
Total cost | 1,258,412 | 1,315,621 | |
Accumulated depreciation | (243,880) | (224,142) | |
Investments in hotel properties, net | 1,014,532 | 1,091,479 | |
Cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes | 1,000,000 | 1,100,000 | |
Depreciation | $ 45,700 | $ 43,600 | $ 40,500 |
Investment in Hotel Propertie52
Investment in Hotel Properties, net - Acquisitions (Details) - St. Thomas, USVI Ritz-Carlton [Member] - USD ($) | Dec. 15, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Voting interests acquired | 100.00% | ||
Consideration transferred | $ 64,000,000 | ||
Face amount of debt | $ 42,000,000 | ||
Depreciation adjustment | $ 25,000 | ||
Preliminary estimated fair value of acquisition | |||
Land | 25,533,000 | $ 25,264,000 | |
Land adjustments | 269,000 | ||
Buildings and improvements | 31,753,000 | 34,853,000 | |
Buildings and improvement adjustments | (3,100,000) | ||
Furniture, fixtures, and equipment | 6,714,000 | 3,883,000 | |
Furniture, fixtures, and equipment adjustments | 2,831,000 | ||
Assets acquired, liabilities assumed, net | 64,000,000 | $ 64,000,000 | |
Consideration adjustment | $ 0 |
Hotel Disposition (Details)
Hotel Disposition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 01, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sale of hotel property | $ 26,359 | $ 0 | $ 0 | |
Courtyard Seattle Downtown [Member] | Disposal Group, Disposed of by 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 | |||
Total hotel revenue | 7,995 | 16,259 | 15,339 | |
Total hotel operating expenses | (4,463) | (9,089) | (8,749) | |
Operating income | 3,532 | 7,170 | 6,590 | |
Property taxes, insurance and other | (333) | (627) | (496) | |
Depreciation and amortization | (834) | (2,091) | (1,957) | |
Gain on sale of hotel property | 26,359 | 0 | 0 | |
Interest expense and amortization of loan costs | (1,709) | (3,503) | (3,551) | |
Net income | 27,015 | 949 | 586 | |
Net income attributable to redeemable noncontrolling interests in operating partnership | (2,972) | (121) | (152) | |
Net income attributable to the Company | $ 24,043 | $ 828 | $ 434 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 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% |
Investment in Unconsolidated 55
Investment in Unconsolidated Entity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Apr. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 14, 2015 | Dec. 31, 2013 |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Total assets | $ 1,256,997 | $ 1,352,750 | $ 1,256,997 | $ 1,352,750 | |||||||||||
Total liabilities | 828,060 | 895,675 | 828,060 | 895,675 | |||||||||||
Redeemable noncontrolling interests in operating partnership | 59,544 | 61,781 | 59,544 | 61,781 | |||||||||||
Total stockholders' equity of Ashford Inc. | 308,796 | 338,859 | 308,796 | 338,859 | |||||||||||
Noncontrolling interest in consolidated entity | (5,363) | (5,813) | (5,363) | (5,813) | |||||||||||
Total equity | 303,433 | 333,046 | 303,433 | 333,046 | $ 274,443 | $ 143,401 | |||||||||
Total liabilities and equity | 1,256,997 | 1,352,750 | 1,256,997 | 1,352,750 | |||||||||||
Total revenue | 93,977 | $ 99,651 | $ 112,432 | $ 99,797 | 88,160 | $ 90,759 | $ 92,837 | $ 77,789 | 405,857 | 349,545 | 307,308 | ||||
Total operating expenses | (80,051) | (88,404) | (101,917) | (88,344) | (82,773) | (77,503) | (73,763) | (69,530) | (358,716) | (303,569) | (263,558) | ||||
OPERATING INCOME (LOSS) | $ 13,926 | $ 11,247 | $ 10,515 | $ 11,453 | $ 5,387 | $ 13,256 | $ 19,074 | $ 8,259 | 47,141 | 45,976 | 43,750 | ||||
Income tax (expense) benefit | (1,574) | (263) | (1,097) | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 24,320 | (4,691) | 3,538 | ||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (1,899) | 393 | (496) | ||||||||||||
Our equity in earnings (loss) of the unconsolidated entity | $ (2,587) | $ (2,927) | 0 | ||||||||||||
Ashford Inc. [Member] | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Number of shares owned (in shares) | 175,000 | 195,000 | 195,000 | 195,000 | 195,000 | ||||||||||
Purchase price per share | $ 95 | ||||||||||||||
Term of volume, weighted average share price | 120 days | ||||||||||||||
Cost of investment | $ 16,600 | ||||||||||||||
Equity method investments (in shares) | 19,897 | ||||||||||||||
Ownership percentage | 9.70% | 9.70% | 9.70% | 9.70% | |||||||||||
Total assets | $ 129,797 | $ 166,991 | $ 129,797 | $ 166,991 | |||||||||||
Total liabilities | 38,168 | 30,115 | 38,168 | 30,115 | |||||||||||
Redeemable noncontrolling interests in operating partnership | 1,480 | 240 | 1,480 | 240 | |||||||||||
Total stockholders' equity of Ashford Inc. | 37,377 | 32,165 | 37,377 | 32,165 | |||||||||||
Noncontrolling interest in consolidated entity | 52,772 | 104,471 | 52,772 | 104,471 | |||||||||||
Total equity | 90,149 | 136,636 | 90,149 | 136,636 | |||||||||||
Total liabilities and equity | 129,797 | 166,991 | 129,797 | 166,991 | |||||||||||
Investment in unconsolidated entity | $ 8,407 | $ 10,377 | 8,407 | 10,377 | |||||||||||
Total revenue | 67,607 | 58,981 | |||||||||||||
Total operating expenses | (70,064) | (60,332) | |||||||||||||
OPERATING INCOME (LOSS) | (2,457) | (1,351) | |||||||||||||
Equity in loss of unconsolidated entities | (1,460) | (2,141) | |||||||||||||
Realized and unrealized gain (loss) on investments | (7,787) | (7,600) | |||||||||||||
Net unrealized gain (loss) on investments | (1,970) | (7,609) | 0 | ||||||||||||
Other | 81 | 1,114 | |||||||||||||
Income tax (expense) benefit | (780) | (2,066) | |||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (12,403) | (12,044) | |||||||||||||
Loss from consolidated entities attributable to noncontrolling interests | 8,860 | 10,852 | |||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,147 | 2 | |||||||||||||
Net income (loss) | (2,396) | (1,190) | |||||||||||||
Our equity in earnings (loss) of the unconsolidated entity | $ (1,970) | $ (7,609) | $ 0 | ||||||||||||
AQUA U.S. Fund [Member] | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Ownership percentage | 45.30% | 45.30% | 45.30% | 45.30% | 45.30% | ||||||||||
Hold back on liquidation | 5.00% | ||||||||||||||
Receivable due from investment | $ 2,300 | $ 2,300 | |||||||||||||
Total assets | $ 106,792 | $ 106,792 | |||||||||||||
Partners’ capital | 106,792 | 106,792 | |||||||||||||
Total liabilities and equity | 106,792 | 106,792 | |||||||||||||
Investment in unconsolidated entity | $ 0 | $ 48,365 | $ 0 | 48,365 | |||||||||||
Total investment income | $ 21 | 1,266 | |||||||||||||
Net expenses | (208) | (273) | |||||||||||||
Net investment income | (187) | 993 | |||||||||||||
Net unrealized gain (loss) on investments | 2,249 | (2,308) | |||||||||||||
Net realized gain (loss) on investments | (7,777) | (5,103) | |||||||||||||
Net income (loss) | (5,715) | (6,418) | |||||||||||||
Our equity in earnings (loss) of the unconsolidated entity | $ (2,587) | $ (2,927) |
Deferred Costs, net (Details)
Deferred Costs, net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred loan costs | $ 1,074 | $ 2,122 |
Accumulated amortization | (54) | (1,367) |
Deferred costs, net | $ 1,020 | $ 755 |
Intangible Assets, net and In57
Intangible Assets, net and Intangible Liability, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets, net | |||
Cost | $ 24,050 | $ 24,050 | |
Accumulated amortization | (1,204) | (890) | |
Total | 22,846 | 23,160 | |
Intangible Liability, net | |||
Cost | 4,179 | 4,179 | |
Accumulated amortization | (554) | (497) | |
Total | 3,625 | 3,682 | |
Amortization of Intangible Assets | 314 | 199 | $ 89 |
Amortization of Intangible Liabilities | 57 | 57 | $ 56 |
Intangible Assets | |||
2,017 | 296 | ||
2,018 | 296 | ||
2,019 | 296 | ||
2,020 | 296 | ||
2,021 | 296 | ||
Thereafter | 21,366 | ||
Total | 22,846 | 23,160 | |
Intangible Liabilities | |||
2,017 | 57 | ||
2,018 | 57 | ||
2,019 | 57 | ||
2,020 | 57 | ||
2,021 | 57 | ||
Thereafter | 3,340 | ||
Total | $ 3,625 | $ 3,682 |
Indebtedness, net (Details)
Indebtedness, net (Details) | Jul. 01, 2016USD ($) | Dec. 15, 2015USD ($)extension | Nov. 23, 2015USD ($)extension | Dec. 31, 2016USD ($)hotelextension | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 766,964,000 | $ 840,232,000 | |||
Book value of collateral | 1,014,532,000 | 1,091,479,000 | |||
Deferred loan costs, net | (2,348,000) | (4,640,000) | |||
Indebtedness, net | $ 764,616,000 | $ 835,592,000 | |||
St. Thomas, USVI Ritz-Carlton [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of extension options | extension | 3 | ||||
Term of extension options | 1 year | ||||
Face amount of debt | $ 42,000,000 | ||||
Bardessono Hotel and Spa [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of extension options | extension | 3 | ||||
Term of extension options | 1 year | ||||
Face amount of debt | $ 40,000,000 | ||||
LIBOR [Member] | St. Thomas, USVI Ritz-Carlton [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
LIBOR [Member] | Bardessono Hotel and Spa [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
Mortgages [Member] | |||||
Debt Instrument [Line Items] | |||||
LIBOR rate | 0.772% | 0.43% | |||
Mortgages [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Mortgages [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Mortgages [Member] | Mortgage loan 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 80,000,000 | $ 80,000,000 | |||
Book value of collateral | $ 139,560,000 | 142,656,000 | |||
Number of extension options | extension | 3 | ||||
Term of extension options | 1 year | ||||
Mortgages [Member] | Mortgage loan 1 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.30% | ||||
Mortgages [Member] | Mortgage loan 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 70,000,000 | 70,000,000 | |||
Book value of collateral | $ 88,923,000 | 90,957,000 | |||
Number of extension options | extension | 3 | ||||
Term of extension options | 1 year | ||||
Mortgages [Member] | Mortgage loan 2 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Mortgages [Member] | Mortgage loan 3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Interest rate | 5.91% | ||||
Long-term debt, gross | $ 32,879,000 | 33,381,000 | |||
Book value of collateral | $ 89,443,000 | 93,856,000 | |||
Mortgages [Member] | Mortgage loan 4 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Interest rate | 5.95% | ||||
Long-term debt, gross | $ 55,915,000 | 122,374,000 | |||
Book value of collateral | $ 84,492,000 | 136,812,000 | |||
Mortgages [Member] | Mortgage loan 4 [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Courtyard Seattle Downtown [Member] | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of Debt, Amount | $ 65,000,000 | ||||
Mortgages [Member] | Mortgage Loan 5 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 3 | ||||
Interest rate | 5.95% | ||||
Long-term debt, gross | $ 245,307,000 | 249,020,000 | |||
Book value of collateral | $ 257,465,000 | 262,411,000 | |||
Mortgages [Member] | Mortgage Loan 6 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 40,000,000 | 40,000,000 | |||
Book value of collateral | $ 59,521,000 | 61,329,000 | |||
Mortgages [Member] | Mortgage Loan 6 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
Mortgages [Member] | Mortgage Loan 7 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 42,000,000 | 42,000,000 | |||
Book value of collateral | $ 63,306,000 | 63,886,000 | |||
Mortgages [Member] | Mortgage Loan 7 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
Mortgages [Member] | Mortgage Loan 8 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 2 | ||||
Long-term debt, gross | $ 192,765,000 | 195,359,000 | |||
Book value of collateral | $ 231,822,000 | 239,572,000 | |||
Number of extension options | extension | 2 | ||||
Term of extension options | 1 year | ||||
Mortgages [Member] | Mortgage Loan 8 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.65% | ||||
Mortgages [Member] | TIF Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Interest rate | 12.85% | ||||
Long-term debt, gross | $ 8,098,000 | 8,098,000 | |||
Book value of collateral | $ 0 | 0 | |||
Line of Credit [Member] | Senior Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 0 | ||||
Long-term debt, gross | $ 0 | 0 | |||
Book value of collateral | 0 | $ 0 | |||
Borrowing capacity | 100,000,000 | ||||
Possible expansion | $ 250,000,000 | ||||
Number of extension options | extension | 2 | ||||
Term of extension options | 1 year | ||||
Extension fee | 0.25% | ||||
Line of Credit [Member] | Senior Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Line of Credit [Member] | Senior Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.50% | ||||
Line of Credit [Member] | Senior Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Line of Credit [Member] | Senior Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Line of Credit [Member] | Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 15,000,000 |
Indebtedness, net - Maturities
Indebtedness, net - Maturities and Scheduled Amortization of Indebtedness (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 569,092 | |
2,018 | 11,037 | |
2,019 | 186,835 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Long-term debt, gross | $ 766,964 | $ 840,232 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)derivative_instrument | |
Derivative [Line Items] | ||
Long-term debt, gross | $ 766,964 | $ 840,232 |
Mortgages [Member] | Mortgage Loan One [Member] | ||
Derivative [Line Items] | ||
Long-term debt, gross | 80,000 | 80,000 |
Interest Rate Cap [Member] | ||
Derivative [Line Items] | ||
Notional amount | 364,000 | |
Interest Rate Cap [Member] | Mortgages [Member] | ||
Derivative [Line Items] | ||
Long-term debt, gross | 424,800 | |
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Notional amount | 224,500 | 139,500 |
Cost of derivative | 13 | 117 |
Interest Rate Floor [Member] | ||
Derivative [Line Items] | ||
Notional amount | $ 3,000,000 | |
Floor interest rate | (0.25%) | |
Interest Rate Floor [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Notional amount | $ 3,000,000 | |
Floor interest rate | (0.25%) | |
Cost of derivative | $ 3,500 | |
Number of derivative instruments held | derivative_instrument | 2 | |
Eurodollar Future [Member] | ||
Derivative [Line Items] | ||
Cost of derivative | $ 124 | $ 372 |
Minimum [Member] | Interest Rate Cap [Member] | ||
Derivative [Line Items] | ||
Strike rate | 2.00% | |
Minimum [Member] | Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Strike rate | 5.43% | 2.00% |
Maximum [Member] | Interest Rate Cap [Member] | ||
Derivative [Line Items] | ||
Strike rate | 5.78% | |
Maximum [Member] | Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Strike rate | 5.78% | 4.50% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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% | ||
Derivative assets | $ 1,149 | $ 753 | |
Derivative assets | 1,149 | 753 | |
Assets, fair value | 9,556 | 11,130 | |
Gain (Loss) Recognized in Income | (1,701) | (9,793) | $ (111) |
Realized gain (loss) on marketable securities | 0 | 1,068 | 0 |
Investment in Affiliate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non-derivative assets | 8,407 | 10,377 | |
Non-Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (1,701) | (11,317) | (111) |
Non-Derivative Assets [Member] | American Depositary Receipts [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | (75) | 0 |
Non-Derivative Assets [Member] | Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 560 | 0 |
Non-Derivative Assets [Member] | US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 53 | 0 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 58 | 117 | |
Assets, fair value | 8,465 | 10,494 | |
Fair Value, Inputs, Level 1 [Member] | Investment in Affiliate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non-derivative assets | 8,407 | 10,377 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1,091 | 636 | |
Assets, fair value | 1,091 | 636 | |
Fair Value, Inputs, Level 2 [Member] | Investment in Affiliate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non-derivative assets | 0 | 0 | |
Interest Rate Floor [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1,091 | 578 | |
Gain (Loss) Recognized in Income | 513 | (2,963) | 0 |
Interest Rate Floor [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 513 | (2,963) | 0 |
Interest Rate Floor [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Interest Rate Floor [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1,091 | 578 | |
Interest Rate Cap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 58 | |
Gain (Loss) Recognized in Income | (71) | (94) | (111) |
Interest Rate Cap [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (71) | (94) | (111) |
Interest Rate Cap [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Interest Rate Cap [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 58 | |
Put Option [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | (1,017) | 0 |
Call Option [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 23 | 0 |
Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 58 | 117 | |
Gain (Loss) Recognized in Income | (17) | (195) | 0 |
Future [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (173) | (195) | 0 |
Future [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 58 | 117 | |
Future [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Derivative [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 425 | (3,252) | (111) |
Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (1,701) | (9,793) | (111) |
Derivative Financial Instruments, Liabilities [Member] | Put Option [Member] | Short [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 680 | 0 |
Derivative Financial Instruments, Liabilities [Member] | Call Option [Member] | Short [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 0 | 844 | 0 |
Other Income (Expense) [Member] | Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (156) | 0 | 0 |
Ashford Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net unrealized gain (loss) on investments | (1,970) | (7,609) | 0 |
Ashford Inc. [Member] | Non-Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | $ (1,970) | $ (7,609) | $ 0 |
Summary of Fair Value of Fina62
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | $ 1,149 | $ 753 | ||
Derivative assets, Estimated fair value | 1,149 | 753 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 126,790 | 105,039 | $ 171,439 | $ 143,776 |
Cash and cash equivalents, Estimated fair value | 126,790 | 105,039 | ||
Restricted cash, Carrying value | 37,855 | 33,135 | ||
Restricted cash, Estimated fair value | 37,855 | 33,135 | ||
Accounts receivable, net, Carrying value | 18,194 | 13,370 | ||
Accounts receivable, net, Estimated fair value | 18,194 | 13,370 | ||
Note receivable, Carrying value | 8,098 | 8,098 | ||
Due from related party, net, Carrying value | 377 | 371 | ||
Due from related party, net, Estimated Fair Value | 377 | 371 | ||
Due from third-party hotel managers, Carrying value | 7,555 | 10,722 | ||
Due from third-party hotel managers, Estimated fair value | 7,555 | 10,722 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 766,964 | 840,232 | ||
Accounts payable and accrued expenses, Carrying value | 44,791 | 43,568 | ||
Accounts payable and accrued expenses, Estimated fair value | 44,791 | 43,568 | ||
Dividends payable, Carrying value | 5,038 | 3,439 | ||
Dividends payable, Estimated fair value | 5,038 | 3,439 | ||
Due to affiliate, Carrying Value | 2,500 | 0 | ||
Due to affiliate, Estimated fair value | 2,500 | 0 | ||
Due to third-party hotel managers, Carrying value | 973 | 1,158 | ||
Due to third-party hotel managers, Estimated fair value | 973 | 1,158 | ||
Maximum [Member] | ||||
Financial assets not measured at fair value: | ||||
Note receivable, Estimated fair value | 9,407 | 10,120 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 803,276 | 885,379 | ||
Minimum [Member] | ||||
Financial assets not measured at fair value: | ||||
Note receivable, Estimated fair value | 8,511 | 9,157 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 726,774 | 801,058 | ||
Ashford Trust OP [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from affiliates, Carrying value | 488 | 0 | ||
Due from affiliates, Estimated fair value | 488 | 0 | ||
Financial liabilities not measured at fair value: | ||||
Due to affiliate, Carrying Value | 0 | 528 | ||
Due to affiliate, Estimated fair value | 0 | 528 | ||
AQUA U.S. Fund [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from affiliates, Carrying value | 2,289 | 0 | ||
Due from affiliates, Estimated fair value | 2,289 | 0 | ||
Ashford Inc. [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Due to affiliate, Carrying Value | 5,085 | 6,369 | ||
Due to affiliate, Estimated fair value | $ 5,085 | $ 6,369 |
Summary of Fair Value of Fina63
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (less than) | 90 days | |
Note receivable, Carrying value | $ 8,098 | $ 8,098 |
Long-term debt, gross | $ 766,964 | $ 840,232 |
Minimum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 5.10% | 13.10% |
Total indebtedness fair value variance from carrying value (as a percent) | 94.80% | 95.30% |
Maximum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 16.20% | 25.00% |
Total indebtedness fair value variance from carrying value (as a percent) | 104.70% | 105.40% |
Commitments and Contingencies64
Commitments and Contingencies (Details) - Leases [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | |
2,017 | $ 3,000 |
2,018 | 2,940 |
2,019 | 2,932 |
2,020 | 2,970 |
2,021 | 2,981 |
Thereafter | 96,224 |
Total | $ 111,047 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Feb. 16, 2017USD ($)director | Dec. 31, 2016USD ($)ground_leaseextension | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 16, 2016shares |
Litigation with Sessa [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Receivable from insurance | $ 2,000,000 | ||||
Accrual for settlement | 2,500,000 | ||||
Litigation with Sessa [Member] | Corporate General and Administrative Expense [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Legal costs | $ 500,000 | ||||
Litigation with Sessa [Member] | Subsequent Event [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Number of independent designees | director | 2 | ||||
Number of directors on board | director | 5 | ||||
Number of additional independent directors | director | 1 | ||||
Deadline term for stockholder nominations before annual meeting | 15 days | ||||
Term for stockholder nominations prior to first anniversary of annual meeting | 150 days | ||||
Amount awarded | $ 2,500,000 | ||||
Jesse Small v. Monty J. Bennett, et al., Case No. 24-C-16006020 (Md. Cir. Ct. [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Alleged corporate waste (in shares) | shares | 175,000 | ||||
Management Fees [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Portion of project management fees to project costs | 4.00% | ||||
Leases [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Number of ground leases under operating leases | ground_lease | 3 | ||||
Number of extension options | extension | 2 | ||||
Term of lease extension option | 25 years | ||||
Lease rent expense | $ 5,700,000 | $ 4,700,000 | $ 3,500,000 | ||
Lease rent expense, contingent rent | 2,000,000 | $ 1,800,000 | $ 1,100,000 | ||
Capital Commitments [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Capital commitment related to general capital improvement | $ 11,000,000 | ||||
Period of capital commitment related to general capital improvement | 12 months | ||||
Minimum [Member] | Restricted Cash [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 4.00% | ||||
Minimum [Member] | Management Fees [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Monthly property management fee, Minimum | $ 10,000 | ||||
Property management fee | 3.00% | ||||
Maximum [Member] | Restricted Cash [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 5.00% | ||||
Maximum [Member] | Management Fees [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Property management fee | 7.00% |
Redeemable Noncontrolling Int66
Redeemable Noncontrolling Interests in Operating Partnership (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2016 | Jul. 27, 2015 | Jun. 30, 2015 | May 31, 2015 | Mar. 31, 2015 | |
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest percent | 25.00% | 25.00% | ||||||
Redeemable noncontrolling interests in operating partnership | $ 59,544,000 | $ 61,781,000 | ||||||
Redemption value adjustments | 3,691,000 | 17,444,000 | $ 7,750,000 | |||||
Noncontrolling Interest in Net Income (Loss) Operating Partnerships, Redeemable | 1,899,000 | (393,000) | 496,000 | |||||
Cash distributions declared | 2,300,000 | 2,200,000 | $ 1,800,000 | |||||
Units redeemed value | $ (1,584,000) | $ (63,343,000) | ||||||
Summary of the activity of the operating partnership units | ||||||||
Units outstanding at beginning of year (in shares) | 4,375,000 | 8,955,000 | 8,776,000 | |||||
Units redeemed for shares of common stock (in shares) | (137,000) | 4,245,000 | 0 | |||||
Units redeemed for cash of $5,856 in 2015 and $3,074 in 2014 (in shares) | 0 | (345,000) | 176,000 | |||||
Units outstanding at end of year (in shares) | 4,943,000 | 4,375,000 | 8,955,000 | |||||
Units convertible/redeemable at end of year (in shares) | 4,083,000 | 3,967,000 | 8,259,000 | |||||
Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Units issued (in shares) | 1,100,000 | |||||||
Unamortized cost | $ 406,000 | |||||||
Unamortized cost, period of recognition | 2 years 3 months 18 days | |||||||
Units redeemed value | $ 5,856,000 | $ 3,074,000 | ||||||
Summary of the activity of the operating partnership units | ||||||||
Units issued (in shares) | 4,000 | 10,000 | 355,000 | |||||
Long Term Incentive Plan Units [Member] | Advisory Services Fee [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Allocated compensation expense | $ 1,400,000 | $ 1,300,000 | $ 1,900,000 | |||||
Long Term Incentive Plan Units [Member] | Corporate General and Administrative Expense [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Allocated compensation expense | $ 44,000 | $ 101,000 | $ 49,000 | |||||
Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Unamortized cost, period of recognition | 2 years | |||||||
Summary of the activity of the operating partnership units | ||||||||
Units issued (in shares) | 701,000 | 0 | 0 | |||||
Performance Long Term Incentive Plan Units [Member] | Advisory Services Fee [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Allocated compensation expense | $ 975,000 | $ 0 | ||||||
Operating Partnership Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Redemption/conversion of operating partnership units (in shares) | 137,000 | 345,000 | 176,000 | |||||
Units redeemed value | $ 1,900,000 | $ 5,900,000 | $ 3,100,000 | |||||
Temporary Equity Shares Converted | 100,000 | |||||||
Temporary Equity Conversion Fair value | $ 1,600,000 | |||||||
Ashford Prime OP [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest percent | 13.90% | 12.75% | ||||||
Redemption value adjustments | $ 8,900,000 | $ 12,500,000 | ||||||
Share-based Compensation Award, Tranche One [Member] | Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Units which not have reached full economic parity with common units (in shares) | 3,000 | |||||||
Share-based Compensation Award, Tranche One [Member] | Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Unamortized cost | $ 2,900,000 | |||||||
Share-based Compensation Award, Tranche Two [Member] | Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Units which not have reached full economic parity with common units (in shares) | 6,000 | |||||||
Share-based Compensation Award, Tranche Three [Member] | Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Units which not have reached full economic parity with common units (in shares) | 701,000 | 312,000 | 389,000 | |||||
Ashford Hospitality Trust, Inc. [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Distribution of Shares | 4,100,000 | |||||||
Redeemable Noncontrolling Interest, Equity, Common, Fair Value | $ 61,700,000 | |||||||
Interest in operating partnership | 0.00% | |||||||
Minimum [Member] | Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Award performance target | 0.00% | |||||||
Maximum [Member] | Performance Long Term Incentive Plan Units [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Award performance target | 200.00% |
Equity (Details)
Equity (Details) | Jun. 11, 2015USD ($) | Jun. 09, 2015USD ($)$ / sharesshares | Feb. 04, 2014USD ($)$ / sharesshares | Jan. 21, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($)hotelshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2016USD ($)hotelshares | Apr. 08, 2016USD ($) | Oct. 27, 2014USD ($) |
Class of Stock [Line Items] | ||||||||||
Dividends declared - common stock | $ 12,287,000 | $ 9,428,000 | $ 5,031,000 | |||||||
Purchase of common stock | $ 39,228,000 | $ 8,216,000 | 16,108,000 | |||||||
Noncontrolling interest percent | 25.00% | 25.00% | 25.00% | |||||||
Number of hotel properties with JV interests | hotel | 2 | 2 | ||||||||
Noncontrolling interest in consolidated entity | $ (5,363,000) | $ (5,813,000) | $ (5,363,000) | |||||||
(Income) loss from consolidated entities attributable to noncontrolling interests | (3,105,000) | (2,414,000) | (1,103,000) | |||||||
Accumulated Deficit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Dividends declared - common stock | $ 12,287,000 | 9,428,000 | 5,031,000 | |||||||
Purchase of common stock | $ 876,000 | $ 1,784,000 | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 200,000 | |||||||||
Issuance of stock (in dollars per share) | $ / shares | $ 15.52 | |||||||||
Gross proceeds from issuance of stock | $ 3,100,000 | |||||||||
Net proceeds from issuance of stock | $ 3,100,000 | |||||||||
IPO [Member] | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 8,000,000 | |||||||||
Issuance of stock (in dollars per share) | $ / shares | $ 16.50 | |||||||||
Proceeds from IPO | $ 132,000,000 | |||||||||
Additional public offering underwriter term | 30 days | |||||||||
Over-Allotment Option [Member] | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 1,200,000 | 1,200,000 | ||||||||
Issuance of stock (in dollars per share) | $ / shares | $ 16.50 | |||||||||
Net proceeds from issuance of stock | $ 143,900,000 | |||||||||
Stock Repurchase Program [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Authorized amount | $ 50,000,000 | $ 100,000,000 | ||||||||
Purchase of common stock (in shares) | shares | 2,900,000 | 471,000 | 928,000 | 4,300,000 | ||||||
Purchase of common stock | $ 39,000,000 | $ 8,100,000 | $ 16,100,000 | $ 63,200,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2016 | Apr. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Weighted Average Price at Grant | |||||
Equity-based compensation | $ 721 | $ 2,416 | $ 413 | ||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Intrinsic value of outstanding restricted shares | 4,900 | ||||
Unamortized cost | $ 3,900 | ||||
Unamortized cost, period of recognition | 4 years 9 months 18 days | ||||
Shares | |||||
Outstanding at beginning of year (in shares) | 140,000 | 94,000 | 84,000 | ||
Granted (in shares) | 309,000 | 45,000 | 64,000 | ||
Issued in connection with Ashford Trust’s distribution (in shares) | 0 | 60,000 | 0 | ||
Vested (in shares) | (84,000) | (57,000) | (53,000) | ||
Forfeited (in shares) | (5,000) | (2,000) | (1,000) | ||
Outstanding at end of year (in shares) | 360,000 | 140,000 | 94,000 | ||
Weighted Average Price at Grant | |||||
Outstanding at beginning of year (in dollars per share) | $ 16.01 | $ 18.11 | $ 21.35 | ||
Granted (in dollars per share) | 12.34 | 16.50 | 15.45 | ||
Issued in connection with Ashford Trust’s distribution (in dollars per share) | 0 | 14.90 | 0 | ||
Vested (in dollars per share) | 15.98 | 18.66 | 19.91 | ||
Forfeited (in dollars per share) | 13.82 | 17.50 | 21.35 | ||
Outstanding at end of year (in dollars per share) | $ 12.90 | $ 16.01 | $ 18.11 | ||
Restricted Stock [Member] | Advisory Services Fee [Member] | Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated compensation expense | $ 597 | $ 343 | $ 216 | ||
Restricted Stock [Member] | Corporate General and Administrative Expense [Member] | Independent Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated compensation expense | 227 | $ 153 | $ 197 | ||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Intrinsic value of outstanding restricted shares | 5,600 | ||||
Unamortized cost | $ 3,900 | ||||
Unamortized cost, period of recognition | 2 years | ||||
Shares | |||||
Outstanding at beginning of year (in shares) | 155,000 | 0 | |||
Granted (in shares) | 262,000 | 155,000 | |||
Vested (in shares) | 0 | 0 | |||
Forfeited (in shares) | 0 | 0 | |||
Outstanding at end of year (in shares) | 417,000 | 155,000 | 0 | ||
Weighted Average Price at Grant | |||||
Outstanding at beginning of year (in dollars per share) | $ 18.40 | $ 0 | |||
Granted (in dollars per share) | 12.67 | 18.40 | |||
Vested (in dollars per share) | 0 | 0 | |||
Forfeited (in dollars per share) | 0 | 0 | |||
Outstanding at end of year (in dollars per share) | $ 14.80 | $ 18.40 | $ 0 | ||
Service period | 3 years | ||||
Performance Shares [Member] | Minimum [Member] | |||||
Weighted Average Price at Grant | |||||
Award performance target | 0.00% | ||||
Performance Shares [Member] | Maximum [Member] | |||||
Weighted Average Price at Grant | |||||
Award performance target | 200.00% | ||||
Performance Shares [Member] | Advisory Services Fee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated compensation expense | $ 813 | ||||
Equity Incentive Plan 2013 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized to grant | 2,100,000 | ||||
Shares available for future issuance | 159,000 | ||||
Additional Paid-in Capital | |||||
Weighted Average Price at Grant | |||||
Equity-based compensation | $ 721 | $ 2,416 | $ 413 | ||
Additional Paid-in Capital | Performance Shares [Member] | Advisory Services Fee [Member] | |||||
Weighted Average Price at Grant | |||||
Equity-based compensation | 1,900 | ||||
Affiliated Entity [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated compensation expense | 71 | $ 0 | $ 0 | ||
Unamortized cost | $ 213 | ||||
Unamortized cost, period of recognition | 2 years 3 months 18 days | ||||
Shares | |||||
Granted (in shares) | 1,000 | 21,000 |
5.5% Series A Cumulative Conver
5.5% Series A Cumulative Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2016 | Apr. 26, 2016USD ($)$ / sharesshares | Dec. 04, 2015$ / shares | Jun. 09, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013shares |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding (in shares) | shares | 4,943,000 | 4,375,000 | 8,955,000 | 8,776,000 | ||||
Preferred stock conversion rate | 1.3228 | |||||||
Preferred dividends | $ | $ 3,860 | $ 1,986 | $ 0 | |||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued (in shares) | shares | 2,600,000 | |||||||
Preferred stock dividend rate | 5.50% | 5.50% | ||||||
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 | |||||||
Net proceeds from issuance of stock | $ | $ 62,200 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued (in shares) | shares | 2,890,850 | 2,600,000 | ||||||
Preferred stock dividend rate | 5.50% | 5.50% | 5.50% | 5.50% | ||||
Liquidation preference (in dollars per share) | $ 25 | |||||||
Issuance of preferred stock (in dollars per share) | $ 17.24 | |||||||
Proceeds from issuance of preferred stock | $ | $ 5,000 | |||||||
Net proceeds from issuance of stock | $ | $ 4,200 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Preferred stock, shares outstanding (in shares) | shares | 2,890,850 | 2,600,000 | ||||||
Average redemption price (in dollars per share) | $ 18.90 | |||||||
Threshold Consecutive Trading Days | 45 days | |||||||
Threshold trading days prior to notice of conversion | 3 days | |||||||
Issuance of common stock (in shares) | shares | 290,850 | |||||||
Annual preferred stock dividend | $ 1.375 | |||||||
Minimum [Member] | Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Percent of conversion price | 110.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at federal statutory income tax rate of 35% | $ (1,928) | $ (1,727) | $ (2,299) |
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State income tax expense, net of federal income tax benefit | $ (172) | $ (117) | $ (279) |
State and local income tax expense on pass-through entity subsidiaries | (62) | (86) | (56) |
Gross receipts and margin taxes | (98) | (170) | (193) |
Benefit of USVI Economic Development Commission credit | 619 | 0 | 0 |
Other | 58 | (40) | (2) |
Valuation allowance | 9 | 1,877 | 1,732 |
Total income tax (expense) benefit | $ (1,574) | $ (263) | $ (1,097) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (231) | $ (1,067) | $ (824) |
State | (269) | (252) | (315) |
Foreign | 15 | (37) | 0 |
Total current | (485) | (1,356) | (1,139) |
Deferred: | |||
Federal | (1,049) | 953 | 76 |
State | (40) | 140 | (34) |
Foreign | 0 | 0 | 0 |
Total deferred | (1,089) | 1,093 | 42 |
Total income tax (expense) benefit | $ (1,574) | $ (263) | $ (1,097) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||||
Tax intangibles basis greater than book basis | $ 1,227 | $ 1,214 | ||
Allowance for doubtful accounts | 30 | 20 | ||
Unearned income | 92 | 108 | ||
Unfavorable management contract liability | 28 | 63 | ||
Federal and state net operating losses | 22,866 | 22,672 | ||
Other | 80 | 8 | ||
Accrued expenses | 349 | 256 | ||
Tax property basis greater than book basis | 4,117 | 4,429 | ||
Prepaid expenses | (2,320) | (1,158) | ||
Net deferred tax asset | 26,469 | 27,612 | ||
Valuation allowance | (26,968) | (27,022) | $ (3,939) | $ (3,920) |
Net deferred liability | $ (499) | |||
Net deferred tax asset | $ 590 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summarizes the changes in the valuation allowance | |||
Balance at beginning of year | $ 27,022 | $ 3,939 | $ 3,920 |
Additions | 31 | 25,043 | 1,945 |
Deductions | (85) | (1,960) | (1,926) |
Balance at end of year | $ 26,968 | $ 27,022 | $ 3,939 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2016USD ($)hotel$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 11 | |||
Net book income before income taxes | $ 5,500,000 | $ 6,000,000 | $ 6,600,000 | |
Income tax interest and penalties expense | 0 | 0 | 3,000 | |
Income tax interest and penalties accrued | 0 | 0 | ||
Valuation allowance | 26,968,000 | 27,022,000 | 3,939,000 | $ 3,920,000 |
Release of valuation allowance and corresponding non-cash income tax benefit realized | 1,900,000 | |||
Deferred income tax expense (benefit) | (1,089,000) | 1,093,000 | $ 42,000 | |
Net operating loss carryforwards | $ 61,300,000 | |||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | ||||
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 10 | |||
Virgin Islands Bureau of Internal Revenue [Member] | Foreign Tax Authority [Member] | ||||
Income Tax Examination [Line Items] | ||||
Tax holiday amount | $ 126,000 | $ 332,000 | ||
Benefit of the tax holiday on net income (loss) (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Net income (loss) attributable to the Company | $ 404 | $ 16,858 | $ 2,188 | $ (134) | $ (6,390) | $ (6,840) | $ 6,724 | $ (206) | $ 19,316 | $ (6,712) | $ 1,939 |
Preferred dividends | (3,860) | (1,986) | 0 | ||||||||
Undistributed net income (loss) allocated to common stockholders | 3,022 | (18,126) | (3,092) | ||||||||
Distributed and undistributed net income (loss)—basic | 15,192 | (8,844) | 1,921 | ||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,899 | 0 | 496 | ||||||||
Distributed and undistributed net income (loss)—diluted | $ 17,091 | $ (8,844) | $ 2,417 | ||||||||
Weighted average common shares outstanding: | |||||||||||
Weighted average common shares outstanding – basic (in shares) | 26,648 | 25,888 | 24,473 | ||||||||
Effect of assumed conversion of operating partnership units (in shares) | 4,470 | 0 | 8,852 | ||||||||
Incentive fee shares | 77 | 0 | 0 | ||||||||
Weighted average common shares outstanding – diluted (in shares) | 25,532 | 33,874 | 32,418 | 28,343 | 28,331 | 27,162 | 24,773 | 24,070 | 31,195 | 25,888 | 33,325 |
Income (loss) per share—basic: | |||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ 0.57 | $ (0.34) | $ 0.08 | ||||||||
Income (loss) per share—diluted: | |||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.03) | $ 0.55 | $ 0.04 | $ (0.04) | $ (0.26) | $ (0.29) | $ 0.27 | $ (0.01) | $ 0.55 | $ (0.34) | $ 0.07 |
Accumulated Deficit | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Net income (loss) attributable to the Company | $ 19,316 | $ (6,712) | $ 1,939 | ||||||||
Preferred Stock [Member] | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Preferred dividends | (3,860) | ||||||||||
Common Stock | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | (12,170) | (9,282) | (5,013) | ||||||||
Performance Shares [Member] | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | (122) | (105) | 0 | ||||||||
Undistributed net income (loss) allocated to common stockholders | 27 | 0 | 0 | ||||||||
Restricted Stock [Member] | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | (77) | (41) | (18) | ||||||||
Undistributed net income (loss) allocated to common stockholders | $ 38 | $ 0 | $ 0 |
Income (Loss) Per Share (Deta76
Income (Loss) Per Share (Details 1) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Total | $ 4,124 | $ 1,739 | $ 18 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 3,804 | 8,654 | 57 |
Restricted Stock [Member] | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested restricted shares | $ 115 | $ 41 | $ 18 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 87 | 51 | 57 |
Performance Shares [Member] | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested restricted shares | $ 149 | $ 105 | $ 0 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 55 | 52 | 0 |
Operating Partnership Units [Member] | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ 0 | $ (393) | $ 0 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 0 | 6,642 | 0 |
Preferred Stock [Member] | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock | $ 3,860 | $ 1,986 | $ 0 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 3,662 | 1,909 | 0 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jul. 01, 2016shares | Apr. 01, 2016shares | Jul. 31, 2015USD ($)$ / sharesshares | Jun. 10, 2015 | Jun. 30, 2016 | Dec. 31, 2016USD ($)hotelshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares |
Related Party Transaction [Line Items] | ||||||||
Number of hotel properties | hotel | 11 | |||||||
Advisory services fee | $ 14,955,000 | $ 17,889,000 | $ 12,534,000 | |||||
Due to affiliate | $ 2,500,000 | $ 0 | ||||||
Restricted Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 309,000 | 45,000 | 64,000 | |||||
Unamortized cost | $ 3,900,000 | |||||||
Unamortized cost, period of recognition | 4 years 9 months 18 days | |||||||
AQUA U.S. Fund [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivable due from investment | $ 2,300,000 | |||||||
Hold back on liquidation | 5.00% | |||||||
Ashford Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares owned (in shares) | shares | 175,000 | 195,000 | 195,000 | |||||
Share price (in dollars per share) | $ / shares | $ 95 | |||||||
Term of volume, weighted average share price | 120 days | |||||||
Cost of investment | $ 16,600,000 | |||||||
Management Fees [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Portion of project management fees to project costs | 4.00% | |||||||
Management Fees [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property management fee | 7.00% | |||||||
Management Fees [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly property management fee, Minimum | $ 10,000 | |||||||
Property management fee | 3.00% | |||||||
Remington Lodging [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum percentage of project budget to be paid as market service fees | 16.50% | |||||||
Number of hotel properties | hotel | 2 | |||||||
Property management fees, including incentive property management fees | $ 1,503,000 | $ 1,313,000 | $ 747,000 | |||||
Market service and project management fees | 2,453,000 | 1,645,000 | 1,126,000 | |||||
Corporate general and administrative expenses | 136,000 | 98,000 | 50,000 | |||||
Total | $ 4,092,000 | 3,056,000 | 1,923,000 | |||||
Ashford Hospitality Advisors LLC [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory Services, Quarterly Base Fee | 0.70% | |||||||
Ashford Hospitality Advisors LLC [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total Market Capitalization | $ 6,000,000,000 | |||||||
Affiliated Entity [Member] | Restricted Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 1,000 | 21,000 | ||||||
Allocated Share-based Compensation Expense | 71,000 | 0 | 0 | |||||
Unamortized cost | $ 213,000 | |||||||
Unamortized cost, period of recognition | 2 years 3 months 18 days | |||||||
Ashford Trust and Ashford Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | $ 14,955,000 | 17,889,000 | 12,534,000 | |||||
Base Fee [Member] | Ashford LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 8,343,000 | 8,648,000 | ||||||
Base Fee [Member] | Ashford Trust and Ashford Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 8,739,000 | |||||||
Reimbursable Expenses [Member] | Ashford LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 2,798,000 | 1,827,000 | ||||||
Reimbursable Expenses [Member] | Ashford Trust and Ashford Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 1,690,000 | |||||||
Equity-Based Compensation [Member] | Ashford LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 3,814,000 | 3,592,000 | ||||||
Equity-Based Compensation [Member] | Ashford Trust and Ashford Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 2,105,000 | |||||||
Incentive Management Fee [Member] | Ashford LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | 0 | 3,822,000 | ||||||
Incentive Management Fee [Member] | Ashford Trust and Ashford Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services fee | $ 0 | |||||||
Ashford LLC [Member] | Affiliated Entity [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of Advisory Agreement | 10 years | |||||||
Renewal Term of Advisory Agreement | 5 years | |||||||
Ashford Trust OP [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from affiliates | 488,000 | 0 | ||||||
Due to affiliate | 0 | 528,000 | ||||||
Ashford Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to affiliate | $ 5,085,000 | $ 6,369,000 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2016hotel | |
Concentration Risk [Line Items] | |
Number of hotel properties | 11 |
Revenues [Member] | Generated Excess of 10% of Total [Member] | |
Concentration Risk [Line Items] | |
Number of hotel properties | 4 |
Concentration risk | 47.00% |
Selected Financial Quarterly 80
Selected Financial Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 93,977 | $ 99,651 | $ 112,432 | $ 99,797 | $ 88,160 | $ 90,759 | $ 92,837 | $ 77,789 | $ 405,857 | $ 349,545 | $ 307,308 |
Total operating expenses | 80,051 | 88,404 | 101,917 | 88,344 | 82,773 | 77,503 | 73,763 | 69,530 | 358,716 | 303,569 | 263,558 |
OPERATING INCOME (LOSS) | 13,926 | 11,247 | 10,515 | 11,453 | 5,387 | 13,256 | 19,074 | 8,259 | 47,141 | 45,976 | 43,750 |
Net income (loss) | 845 | 21,322 | 2,292 | (139) | (6,108) | (7,282) | 9,124 | (425) | 24,320 | (4,691) | 3,538 |
Net income (loss) attributable to the Company | 404 | 16,858 | 2,188 | (134) | (6,390) | (6,840) | 6,724 | (206) | 19,316 | (6,712) | 1,939 |
Net income (loss) attributable to common stockholders | $ (590) | $ 15,864 | $ 1,210 | $ (1,028) | $ (7,283) | $ (7,735) | $ 6,526 | $ (206) | $ 15,456 | $ (8,698) | $ 1,939 |
Diluted income (loss) attributable to common stockholders per share (in dollars per share) | $ (0.03) | $ 0.55 | $ 0.04 | $ (0.04) | $ (0.26) | $ (0.29) | $ 0.27 | $ (0.01) | $ 0.55 | $ (0.34) | $ 0.07 |
Weighted average diluted common shares (in shares) | 25,532 | 33,874 | 32,418 | 28,343 | 28,331 | 27,162 | 24,773 | 24,070 | 31,195 | 25,888 | 33,325 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jan. 24, 2017USD ($)term | Jan. 18, 2017USD ($)hotelextensionloan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Subsequent Event [Line Items] | ||||
Long-term debt, gross | $ 766,964 | $ 840,232 | ||
Mortgages [Member] | LIBOR [Member] | ||||
Subsequent Event [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Advisory agreement, amount due upon approval | $ 5,000 | |||
Advisory agreement, asset multiplier | 110.00% | |||
Advisory agreement, growth covenant, base amount | $ 45,000 | |||
Advisory agreement, growth covenant, percent of purchase price of each hotel | 3.75% | |||
Advisory agreement, growth covenant, minimum net worth | $ 390,000 | |||
Advisory agreement, growth covenant, equity proceeds from sale of securities | 75.00% | |||
Advisory agreement, number of renewal terms | term | 7 | |||
Advisory agreement, renewal term | 10 years | |||
Advisory agreement, monthly base management fee | 70.00% | |||
Subsequent Event [Member] | Mortgages [Member] | Three Loans Due April 2017 [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of loans | loan | 3 | |||
Long-term debt, gross | $ 333,700 | |||
Subsequent Event [Member] | Mortgages [Member] | Loan Due February 2019 [Member] | ||||
Subsequent Event [Line Items] | ||||
Face amount of debt | $ 365,000 | |||
Number of extension options | extension | 5 | |||
Term of extension options | 1 year | |||
Collateral (in hotels) | hotel | 5 | |||
Subsequent Event [Member] | Mortgages [Member] | Loan Due February 2019 [Member] | LIBOR [Member] | ||||
Subsequent Event [Line Items] | ||||
Basis spread on variable rate | 2.58% | |||
Minimum [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Advisory agreement, percent of termination fee required in escrow | 50.00% | |||
Maximum [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Advisory agreement, percent of termination fee required in escrow | 100.00% |
Schedule III - Real Estate an82
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 766,964 | |||
Initial Cost of Land | 210,696 | |||
Initial Cost of FF&E, Buildings and improvements | 938,049 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 109,667 | |||
Gross Carrying Amount At Close of Period, Land | 210,696 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 1,047,716 | |||
Gross Carrying Amount At Close of Period, Total | 1,258,412 | $ 1,315,621 | $ 1,179,345 | $ 925,507 |
Accumulated Depreciation | 243,880 | $ 224,142 | $ 189,042 | $ 160,181 |
Washington DC Hilton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 125,370 | |||
Initial Cost of Land | 45,721 | |||
Initial Cost of FF&E, Buildings and improvements | 106,245 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 29,611 | |||
Gross Carrying Amount At Close of Period, Land | 45,721 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 135,856 | |||
Gross Carrying Amount At Close of Period, Total | 181,577 | |||
Accumulated Depreciation | 42,554 | |||
La Jolla, CA Hilton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 67,395 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 114,614 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 20,015 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 134,629 | |||
Gross Carrying Amount At Close of Period, Total | 134,629 | |||
Accumulated Depreciation | 41,830 | |||
Seattle, WA Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 127,560 | |||
Initial Cost of Land | 31,888 | |||
Initial Cost of FF&E, Buildings and improvements | 112,176 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 5,995 | |||
Gross Carrying Amount At Close of Period, Land | 31,888 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 118,171 | |||
Gross Carrying Amount At Close of Period, Total | 150,059 | |||
Accumulated Depreciation | 30,792 | |||
Plano, TX Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 74,796 | |||
Initial Cost of Land | 2,725 | |||
Initial Cost of FF&E, Buildings and improvements | 93,044 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 12,816 | |||
Gross Carrying Amount At Close of Period, Land | 2,725 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 105,860 | |||
Gross Carrying Amount At Close of Period, Total | 108,585 | |||
Accumulated Depreciation | 29,020 | |||
Philadelphia PA Courtyard By Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 40,977 | |||
Initial Cost of Land | 9,814 | |||
Initial Cost of FF&E, Buildings and improvements | 94,029 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 20,609 | |||
Gross Carrying Amount At Close of Period, Land | 9,814 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 114,638 | |||
Gross Carrying Amount At Close of Period, Total | 124,452 | |||
Accumulated Depreciation | 35,009 | |||
San Francisco CA Courtyard By Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 55,915 | |||
Initial Cost of Land | 22,653 | |||
Initial Cost of FF&E, Buildings and improvements | 72,731 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 8,911 | |||
Gross Carrying Amount At Close of Period, Land | 22,653 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 81,642 | |||
Gross Carrying Amount At Close of Period, Total | 104,295 | |||
Accumulated Depreciation | 19,803 | |||
Key West, FL Pier House Resort [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 70,000 | |||
Initial Cost of Land | 59,731 | |||
Initial Cost of FF&E, Buildings and improvements | 33,011 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 3,178 | |||
Gross Carrying Amount At Close of Period, Land | 59,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 36,189 | |||
Gross Carrying Amount At Close of Period, Total | 95,920 | |||
Accumulated Depreciation | 6,997 | |||
Chicago, IL Chicago Sofitel Magnificent Mile [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 80,000 | |||
Initial Cost of Land | 12,631 | |||
Initial Cost of FF&E, Buildings and improvements | 140,369 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | (3,250) | |||
Gross Carrying Amount At Close of Period, Land | 12,631 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 137,119 | |||
Gross Carrying Amount At Close of Period, Total | 149,750 | |||
Accumulated Depreciation | 10,190 | |||
Tampa FL Renaissance [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 42,951 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 69,179 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 10,374 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 79,553 | |||
Gross Carrying Amount At Close of Period, Total | 79,553 | |||
Accumulated Depreciation | 20,920 | |||
Yountville, CA Bardessono [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 40,000 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 64,184 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | (1,160) | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 63,024 | |||
Gross Carrying Amount At Close of Period, Total | 63,024 | |||
Accumulated Depreciation | 3,503 | |||
St. Thomas, USVI Ritz-Carlton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 42,000 | |||
Initial Cost of Land | 25,533 | |||
Initial Cost of FF&E, Buildings and improvements | 38,467 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 2,568 | |||
Gross Carrying Amount At Close of Period, Land | 25,533 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 41,035 | |||
Gross Carrying Amount At Close of Period, Total | 66,568 | |||
Accumulated Depreciation | $ 3,262 |
Schedule III - Real Estate an83
Schedule III - Real Estate and Accumulated Depreciation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investment in Real Estate: | |||
Beginning balance | $ 1,315,621 | $ 1,179,345 | $ 925,507 |
Additions | 24,280 | 146,828 | 265,484 |
Write-offs | (11,977) | (8,609) | (11,646) |
Sales/Disposals | (69,512) | (1,943) | 0 |
Ending balance | 1,258,412 | 1,315,621 | 1,179,345 |
Accumulated Depreciation: | |||
Beginning balance | 224,142 | 189,042 | 160,181 |
Depreciation expense | 45,716 | 43,780 | 40,507 |
Write-offs | (11,977) | (8,609) | (11,646) |
Sales/Disposals | (14,001) | (71) | 0 |
Ending balance | 243,880 | 224,142 | 189,042 |
Investment in Real Estate, net | $ 1,014,532 | $ 1,091,479 | $ 990,303 |
Schedule III - Real Estate an84
Schedule III - Real Estate and Accumulated Depreciation - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years 6 months |
Minimum [Member] | Furniture, Fixtures, and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year 6 months |
Maximum [Member] | Furniture, Fixtures, and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |