Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 12, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 32,120,210 | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 314,524 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Investments in hotel properties, gross | $ 1,403,110 | $ 1,258,412 |
Accumulated depreciation | 257,268 | 243,880 |
Investments in hotel properties, net | 1,145,842 | 1,014,532 |
Cash and cash equivalents | 137,522 | 126,790 |
Restricted cash | 47,820 | 37,855 |
Accounts receivable, net of allowance of $94 and $96, respectively | 14,334 | 18,194 |
Insurance receivable | 8,825 | 0 |
Inventories | 1,425 | 1,479 |
Note receivable | 8,098 | 8,098 |
Deferred costs, net | 656 | 1,020 |
Prepaid expenses | 3,670 | 3,669 |
Derivative assets | 594 | 1,149 |
Other assets | 9,426 | 2,249 |
Intangible assets, net | 22,545 | 22,846 |
Due from related party, net | 349 | 377 |
Due from third-party hotel managers | 4,589 | 7,555 |
Total assets | 1,423,819 | 1,256,997 |
Liabilities: | ||
Indebtedness, net | 820,959 | 764,616 |
Accounts payable and accrued expenses | 56,803 | 44,791 |
Dividends and distributions payable | 8,146 | 5,038 |
Due to affiliate | 0 | 2,500 |
Due to third-party hotel managers | 1,709 | 973 |
Intangible liability, net | 3,569 | 3,625 |
Other liabilities | 1,628 | 1,432 |
Total liabilities | 894,517 | 828,060 |
Commitments and contingencies (note 13) | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 4,965,850 and 2,890,850 shares issued and outstanding at December 31, 2017 and 2016, respectively | 106,123 | 65,960 |
Redeemable noncontrolling interests in operating partnership | 46,627 | 59,544 |
Equity: | ||
Common stock, $0.01 par value, 200,000,000 shares authorized, 32,120,210 and 26,021,552 shares issued and outstanding at December 31, 2017 and 2016, respectively | 321 | 260 |
Additional paid-in capital | 469,791 | 401,790 |
Accumulated deficit | (88,807) | (93,254) |
Total stockholders’ equity of the Company | 381,305 | 308,796 |
Noncontrolling interest in consolidated entities | (4,753) | (5,363) |
Total equity | 376,552 | 303,433 |
Total liabilities and equity | 1,423,819 | 1,256,997 |
Ashford Trust OP [Member] | ||
ASSETS | ||
Due from affiliates | 0 | 488 |
AQUA U.S. Fund [Member] | ||
ASSETS | ||
Due from affiliates | 0 | 2,289 |
Ashford Inc. [Member] | ||
Liabilities: | ||
Due to affiliate | 1,703 | 5,085 |
Ashford Inc. [Member] | ||
ASSETS | ||
Investment in Ashford Inc., at fair value | 18,124 | 8,407 |
Total assets | 114,810 | 129,797 |
Liabilities: | ||
Total liabilities | 78,742 | 38,168 |
Redeemable noncontrolling interests in operating partnership | 5,111 | 1,480 |
Equity: | ||
Total stockholders’ equity of the Company | 30,185 | 37,377 |
Noncontrolling interest in consolidated entities | 772 | 52,772 |
Total equity | 30,957 | 90,149 |
Total liabilities and equity | $ 114,810 | $ 129,797 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for accounts receivable | $ 94 | $ 96 |
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) | 32,120,210 | 26,021,552 |
Common stock, shares outstanding (in shares) | 32,120,210 | 26,021,552 |
Convertible preferred stock, shares outstanding (in shares) | 4,790,000 | 4,943,000 |
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) | 4,965,850 | 2,890,850 |
Convertible preferred stock, shares outstanding (in shares) | 4,965,850 | 2,890,850 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUE | |||
Rooms | $ 286,006 | $ 287,844 | $ 255,443 |
Food and beverage | 96,415 | 95,618 | 79,894 |
Other | 31,484 | 22,267 | 14,061 |
Total hotel revenue | 413,905 | 405,729 | 349,398 |
Other | 158 | 128 | 147 |
Total revenue | 414,063 | 405,857 | 349,545 |
Hotel operating expenses: | |||
Rooms | 65,731 | 65,541 | 56,341 |
Food and beverage | 68,469 | 68,471 | 53,535 |
Other expenses | 122,322 | 113,114 | 93,742 |
Management fees | 15,074 | 15,456 | 14,049 |
Total hotel expenses | 271,596 | 262,582 | 217,667 |
Property taxes, insurance and other | 21,337 | 20,539 | 18,517 |
Depreciation and amortization | 52,262 | 45,897 | 43,824 |
Impairment charges | 1,068 | 0 | 0 |
Advisory services fee | 9,134 | 14,955 | 17,889 |
Contract modification cost | 5,000 | 0 | 0 |
Transaction costs | 6,678 | 457 | 538 |
Corporate general and administrative | 8,146 | 14,286 | 5,134 |
Total expenses | 375,221 | 358,716 | 303,569 |
OPERATING INCOME (LOSS) | 38,842 | 47,141 | 45,976 |
Equity in earnings (loss) of unconsolidated entity | 0 | (2,587) | (2,927) |
Interest income | 690 | 167 | 34 |
Gain (loss) on sale of hotel property | 23,797 | 26,359 | 0 |
Other income (expense) | (377) | (165) | 1,233 |
Interest expense and amortization of loan costs | (38,937) | (40,881) | (37,829) |
Write-off of loan costs and exit fees | (3,874) | (2,595) | (54) |
Unrealized gain (loss) on investment in Ashford Inc. | 9,717 | (1,970) | (7,609) |
Unrealized gain (loss) on derivatives | (2,056) | 425 | (3,252) |
INCOME (LOSS) BEFORE INCOME TAXES | 27,802 | 25,894 | (4,428) |
Income tax (expense) benefit | 522 | (1,574) | (263) |
NET INCOME (LOSS) | 28,324 | 24,320 | (4,691) |
(Income) loss from consolidated entities attributable to noncontrolling interests | (3,264) | (3,105) | (2,414) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (2,038) | (1,899) | 393 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 23,022 | 19,316 | (6,712) |
Preferred dividends | (6,795) | (3,860) | (1,986) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 16,227 | $ 15,456 | $ (8,698) |
INCOME (LOSS) PER SHARE - BASIC: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 0.52 | $ 0.57 | $ (0.34) |
Weighted average common shares outstanding – basic (in shares) | 30,473 | 26,648 | 25,888 |
INCOME (LOSS) PER SHARE - DILUTED: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 0.51 | $ 0.55 | $ (0.34) |
Weighted average common shares outstanding – diluted (in shares) | 34,706 | 31,195 | 25,888 |
Dividends declared per common share (in dollars per share) | $ 0.64 | $ 0.46 | $ 0.35 |
Ashford Inc. [Member] | |||
REVENUE | |||
Total revenue | $ 81,573 | $ 67,607 | $ 58,981 |
Hotel operating expenses: | |||
Total expenses | 92,095 | 70,064 | 60,332 |
OPERATING INCOME (LOSS) | (10,522) | (2,457) | (1,351) |
Unrealized gain (loss) on investment in Ashford Inc. | 9,717 | (1,970) | (7,609) |
Income tax (expense) benefit | (9,723) | (780) | (2,066) |
NET INCOME (LOSS) | (20,194) | (12,403) | (12,044) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ 1,484 | $ 1,147 | $ 2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 28,324 | $ 24,320 | $ (4,691) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Total other comprehensive income (loss) | 0 | 0 | 0 |
TOTAL COMPREHENSIVE INCOME (LOSS) | 28,324 | 24,320 | (4,691) |
Comprehensive (income) loss attributable to noncontrolling interests in consolidated entities | (3,264) | (3,105) | (2,414) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | (2,038) | (1,899) | 393 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 23,022 | $ 19,316 | $ (6,712) |
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, 2014 | 24,464 | |||||
Beginning 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 | |||||
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 | |||||
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 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Purchase of common stock (in shares) | (37) | |||||
Purchase of common stock | (395) | (395) | ||||
Equity-based compensation | (166) | (166) | (1,161) | |||
Issuance of common stock (in shares) | 5,750 | |||||
Issuance of common stock | 66,442 | $ 57 | 66,385 | |||
Issuance of restricted shares/units (in shares) | 197 | |||||
Issuance of restricted shares/units | 0 | $ 2 | (2) | 21 | ||
Forfeiture of restricted common shares (in shares) | (6) | |||||
Forfeiture of restricted common shares | 0 | |||||
Dividends declared – common stock | (20,623) | (20,623) | ||||
Dividends declared – preferred stock | (6,795) | (6,795) | ||||
Distributions to noncontrolling interests | (2,654) | (2,654) | (2,791) | |||
Redemption/conversion of operating partnership units (in shares) | 194 | |||||
Redemption/conversion of operating partnership units | 2,181 | $ 2 | 2,179 | (2,181) | ||
Net income (loss) attributable to the Company | 23,022 | 23,022 | ||||
Income from consolidated entities attributable to noncontrolling interests | 3,264 | |||||
Net income (loss) | 26,286 | |||||
Net income (loss) | 2,038 | |||||
Redemption value adjustments | 8,843 | 8,843 | (8,843) | |||
Ending balance (in shares) at Dec. 31, 2017 | 32,120 | |||||
Ending balance at Dec. 31, 2017 | $ 376,552 | $ 321 | $ 469,791 | $ (88,807) | $ (4,753) | $ 46,627 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 28,324 | $ 24,320 | $ (4,691) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
Depreciation and amortization | 52,262 | 45,897 | 43,824 |
Equity-based compensation | (1,327) | 4,156 | 3,847 |
Bad debt expense | 256 | 217 | 117 |
Amortization of loan costs | 4,903 | 3,169 | 2,575 |
Write-off of loan costs and exit fees | 3,874 | 2,595 | 54 |
Amortization of intangibles | 180 | 107 | (106) |
(Gain) loss on sale of hotel property | (23,797) | (27,150) | 0 |
Impairment charges | 1,068 | 0 | 0 |
Realized and unrealized (gain) loss on derivatives | 2,327 | (269) | 3,252 |
Realized (gain) loss on marketable securities | 0 | 0 | (1,068) |
Purchases of trading securities | (9,717) | 1,970 | 7,609 |
Purchases of trading securities | 0 | 0 | (105,878) |
Sales of trading securities | 0 | 0 | 55,654 |
Net settlement of trading derivatives | (1,397) | 0 | 0 |
Equity in (earnings) loss of unconsolidated entity | 0 | 2,587 | 2,927 |
Deferred tax expense (benefit) | 615 | 1,089 | (1,093) |
Payments for derivatives | 0 | (114) | (3,853) |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions: | |||
Accounts receivable and inventories | 6,901 | (5,617) | 1,923 |
Insurance receivable | 3,580 | 0 | 0 |
Prepaid expenses and other assets | (846) | (933) | (338) |
Accounts payable and accrued expenses | 782 | 3,277 | 5,416 |
Due to/from related party, net | 41 | (27) | 191 |
Due to/from affiliate | (2,500) | 2,500 | 0 |
Due to/from third-party hotel managers | 7,777 | 2,882 | (5,014) |
Other liabilities | 196 | 251 | (80) |
Net cash provided by (used in) operating activities | 70,608 | 58,607 | 8,972 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from property insurance | 11,918 | 691 | 24 |
Net proceeds from sale of hotel property | 103,094 | 82,732 | 0 |
Proceeds from sale of furniture, fixtures and equipment | 0 | 0 | 206 |
Proceeds from liquidation of AQUA U.S. Fund | 2,289 | 43,489 | 0 |
Acquisition of hotel properties, net of cash and restricted cash acquired | (248,199) | 0 | (143,632) |
Investment in Ashford Inc. | 0 | 0 | (16,623) |
Improvements and additions to hotel properties | (43,044) | (23,423) | (19,322) |
Net cash provided by (used in) investing activities | (173,942) | 103,489 | (179,347) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on indebtedness | 523,500 | 0 | 152,000 |
Repayments of indebtedness | (464,228) | (73,268) | (76,998) |
Payments of loan costs and exit fees | (11,342) | (4,062) | (3,317) |
Payments for derivatives | (375) | (13) | (117) |
Purchase of common stock | (395) | (39,228) | (8,876) |
Payments for dividends and distributions | (27,101) | (16,879) | (11,819) |
Issuance of preferred stock | 40,163 | 4,211 | 62,290 |
Issuance of common stock | 66,442 | 0 | 3,104 |
Forfeiture of restricted shares/units | 0 | 0 | (10) |
Redemption of operating partnership units | 0 | 0 | (5,855) |
Distributions to noncontrolling interest in consolidated entities | (2,654) | (6,421) | (2,938) |
Other | 21 | 35 | 0 |
Net cash provided by (used in) financing activities | 124,031 | (135,625) | 107,464 |
Net change in cash, cash equivalents and restricted cash | 20,697 | 26,471 | (62,911) |
Cash, cash equivalents and restricted cash at beginning of year | 164,645 | 138,174 | 201,085 |
Cash, cash equivalents and restricted cash at end of year | 185,342 | 164,645 | 138,174 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Interest paid | 34,267 | 37,800 | 34,687 |
Income taxes paid | 803 | 380 | 2,145 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Investment in unconsolidated entity | 0 | 0 | 51,292 |
Capital expenditures accrued but not paid | 4,430 | 1,574 | 549 |
Non-cash consideration from sale of property, plant and equipment | 0 | 0 | 1,363 |
Investment in Ashford Inc. | 0 | 0 | 1,363 |
Receivable related to liquidation of AQUA U.S. Fund | 0 | 2,289 | 0 |
Distributions declared but not paid to noncontrolling interest in consolidated entities | 0 | 0 | 3,766 |
Accrued preferred stock offering expenses | 0 | 0 | 42 |
Non-cash preferred stock offering expense | 0 | 479 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||
Cash and cash equivalents at beginning of period | 126,790 | 105,039 | 171,439 |
Restricted cash at beginning of period | 37,855 | 33,135 | 29,646 |
Cash and cash equivalents at end of period | 47,820 | 37,855 | 33,135 |
Restricted cash at end of period | 137,522 | 126,790 | 105,039 |
Cash, cash equivalents and restricted cash at end of period | 164,645 | 138,174 | 201,085 |
Ashford Trust OP [Member] | |||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions: | |||
Due to/from affiliate | 488 | (1,016) | (119) |
Ashford Inc. [Member] | |||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions: | |||
Due to/from affiliate | $ (3,382) | $ (1,284) | $ 3,823 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
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 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, 2017 , 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 three of our twelve hotel properties. Third-party management companies managed the remaining hotel properties. 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, 2017 , own and operate twelve hotel properties in six states, the District of Columbia and the U.S. Virgin Islands. The portfolio includes ten wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Ashford Prime OP has a controlling interest. These hotel properties represent 3,574 total rooms, or 3,339 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, 2017 , eleven of our twelve hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively the TRS entities are referred to as “Prime TRS”). One hotel property 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 our consolidated statements of operations. As of December 31, 2017 , nine of the twelve 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”), Hyatt Hotels Corporation (“Hyatt”), Ritz-Carlton, Inc. (“Ritz-Carlton”) and Remington Lodging, which are eligible independent contractors under the Internal Revenue Code. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 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. • On March 31, 2017, we acquired the Park Hyatt Beaver Creek and on May 11, 2017, we acquired the Hotel Yountville. The operating results of these hotel properties have been included in our results of operations as of their acquisition dates. • On November 1, 2017, we sold the Plano Marriott Legacy Town Center. 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 hotels, as required by certain management or mortgage debt agreement restrictions and provisions. We early adopted Accounting Standards Updates (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in recently adopted accounting standards below. 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. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 3. 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 9.3% ownership interest in Ashford Inc. and had a fair value of $18.1 million at December 31, 2017 . 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 . 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 swaps, caps, floors and flooridors. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master- netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. 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, credit default swaps and options on futures contracts are reported as “derivative assets, net” in our consolidated balance sheets. For interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense)”, respectively, in our 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 Ashford Inc. —Due to Ashford Inc. primarily represents payables related to the advisory services fee, including reimbursable expenses. These payables are generally settled within a period not exceeding one year . See note 21 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/loss 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 our 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 consolidated entities represents an ownership interest of 25% in two hotel properties at December 31, 2017 and 2016 , and is reported in equity in our 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, 2017 , 2016 and 2015 , we incurred advertising costs of $3.4 million , $3.1 million and $2.3 million , respectively. Advertising costs are included in “Other expenses” in our 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 our 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 eleven of our twelve 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 twelve 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 2013 through 2017 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 November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result, for the year ended December 31, 2016, net cash provided by operating activities increased $1.5 million and net cash provided by investing activities increased $3.2 million and for the year ended December 31, 2015, net cash provided by operating activities decreased $418,000 and net cash used in investing activities decreased $3.9 million . Our beginning-of-period cash, cash equivalents and restricted cash increased $37.9 million , $33.1 million and $29.6 million in 2017, 2016 and 2015, respectively. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , which defers the effective date to fiscal periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect (modified) transition method. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales. Additionally, we have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations. Therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. We have selected the modified retrospective method. We continue to evaluate the related disclosure requirements. 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 available-for-sale (“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 our hotel ground leases and other noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions). In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (ASU “2017-05”), which clarifies the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets and adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures. |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): December 31, 2017 2016 Land $ 344,937 $ 210,696 Buildings and improvements 962,478 972,412 Furniture, fixtures and equipment 87,796 70,922 Construction in progress 7,899 4,382 Total cost 1,403,110 1,258,412 Accumulated depreciation (257,268 ) (243,880 ) Investments in hotel properties, net $ 1,145,842 $ 1,014,532 The cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes was approximately $1.2 billion and $1.0 billion as of December 31, 2017 and 2016 , respectively. For the years ended December 31, 2017 , 2016 and 2015 , depreciation expense was $52.1 million , $45.7 million and $43.6 million , respectively. Park Hyatt Beaver Creek On March 31, 2017, we acquired a 100% interest in the Park Hyatt Beaver Creek in Beaver Creek, Colorado for total consideration of $145.5 million . Concurrent with the closing of the acquisition, we completed the financing of a $67.5 million mortgage loan. See note 9. We prepared the purchase price allocation of the assets acquired and liabilities assumed. The final purchase price allocation was completed with the assistance of a third party appraisal firm during the three months ended June 30, 2017. The final purchase price allocation resulted in adjustments to land, buildings and improvements and furniture, fixtures and equipment. These adjustments did not result in any changes to depreciation expense as the acquisition closed on March 31, 2017. This valuation is considered a Level 3 valuation technique. The following table summarizes the estimated fair value of the assets acquired in the acquisition (in thousands): Preliminary Allocations as of March 31, 2017 Adjustments Final Allocations as of June 30, 2017 Land $ 92,470 $ (3,353 ) $ 89,117 Buildings and improvements 47,724 3,545 51,269 Furniture, fixtures and equipment 5,306 (192 ) 5,114 $ 145,500 $ — $ 145,500 Net other assets (liabilities) $ 4,528 $ (721 ) $ 3,807 The results of operations of the hotel property have been included in our results of operations since the acquisition date. For the year ended December 31, 2017 , we have included total revenue of $22.0 million and net loss of $2.5 million in our consolidated statements of operations. The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2016 are included below under “Pro Forma Financial Results.” Hotel Yountville On May 11, 2017, we acquired a 100% interest in the Hotel Yountville in Yountville, California for total consideration of $96.5 million . Concurrent with the closing of the acquisition, we completed the financing of a $51.0 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 September 30, 2017. The property level working capital balances amounted to a net liability of $2.1 million . This valuation is considered a Level 3 valuation technique. The following table summarizes the estimated fair value of the assets acquired in the acquisition (in thousands): Final Allocations as of September 30, 2017 Land $ 47,849 Buildings and improvements 41,216 Furniture, fixtures and equipment 7,351 96,416 Inventories 84 $ 96,500 The results of operations of the hotel property have been included in our results of operations as of the acquisition date. For the year ended December 31, 2017 , we have included total revenue of $9.6 million and net income of $803,000 in our consolidated statements of operations. The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2016 are included below. Pro Forma Financial Results The following table reflects the unaudited pro forma results of operations for the years ended December 31, 2017 and 2016 as if the acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2016, and the removal of $5.3 million of non-recurring transaction costs directly attributable to the acquisitions for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 2016 Total revenue $ 437,149 $ 462,416 Net income (loss) 38,535 30,437 Net income (loss) attributable to common stockholders 25,132 20,823 Pro Forma income per share: Basic $ 0.81 $ 0.77 Diluted $ 0.81 $ 0.74 Weighted average common shares outstanding (in thousands): Basic 30,473 26,648 Diluted 34,706 31,195 Impairment Charges and Insurance Recoveries In September 2017, the Ritz-Carlton, St. Thomas located in St. Thomas, USVI, Key West Pier House located in Key West, FL and Tampa Renaissance located in Tampa, FL were impacted by the effects of Hurricanes Irma and Maria. The Company holds insurance policies that provide coverage for property damage and business interruption after meeting certain deductibles at all of its hotel properties. During the year ended December 31, 2017 , the Company recognized impairment charges, net of anticipated insurance recoveries of $1.1 million . Additionally, the Company recognized remediation and other costs, net of anticipated insurance recoveries of $3.8 million , included primarily in other hotel operating expenses. As of December 31, 2017 , the Company has recorded an insurance receivable of $8.8 million , net of deductibles of $4.9 million , related to the anticipated insurance recoveries. During the year ended December 31, 2017, the Company received proceeds of $11.1 million for business interruption losses associated with lost profits, of which $4.1 million has been recorded as “other” hotel revenue in our consolidated statement of operations, $3.3 million represented reimbursement of incurred expenses in excess of the deductible of $1.1 million and $3.7 million was recorded as a reduction to insurance receivable. The Company will not record an insurance recovery receivable for business interruption losses associated with lost profits until the amount for such recoveries is known and the amount is realizable. |
Hotel Disposition
Hotel Disposition | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hotel Disposition | Hotel Dispositions 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 our consolidated statements of operations. On November 1, 2017, the Company sold the Plano Marriott Legacy Town Center for $104.0 million in cash. The sale resulted in a gain of $23.8 million for the year ended December 31, 2017 and is included in “gain on sale of hotel property” in our consolidated statements of operations. Since the sales of the hotel properties did 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 our consolidated financial statements. We included the results of operations for these assets through the date of disposition in net income (loss) as shown in our consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 , respectively . The following table includes the condensed financial information from these hotel properties (in thousands): Year Ended December 31, 2017 2016 2015 Total hotel revenue $ 27,250 $ 39,995 $ 48,292 Total hotel operating expenses (16,673 ) (24,106 ) (28,820 ) Operating income (loss) 10,577 15,889 19,472 Property taxes, insurance and other (1,171 ) (1,717 ) (1,966 ) Depreciation and amortization (3,796 ) (5,157 ) (6,200 ) Gain (loss) on sale of hotel property 23,797 26,359 — Interest expense and amortization of loan costs (2,303 ) (6,308 ) (8,181 ) Write-off of loan costs and exit fees (607 ) (2,595 ) — Income before income taxes 26,497 26,471 3,125 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (3,029 ) (3,679 ) (398 ) Income (loss) before income taxes attributable to the Company $ 23,468 $ 22,792 $ 2,727 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Note Receivable | Note Receivable As of December 31, 2017 and 2016 , we held 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, 2017 | |
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 the 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, 2017 and 2016 , we held approximately 195,000 shares of Ashford Inc. common stock, which represented an approximate 9.3% and 9.7% ownership interest, respectively, and a fair value of $18.1 million and $8.4 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, 2017 and 2016 , and the condensed statements of operations for the years ended December 31, 2017 , 2016 and 2015 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets December 31, 2017 December 31, 2016 Total assets $ 114,810 $ 129,797 Total liabilities 78,742 38,168 Redeemable noncontrolling interests 5,111 1,480 Total stockholders’ equity of Ashford Inc. 30,185 37,377 Noncontrolling interests in consolidated entities 772 52,772 Total equity 30,957 90,149 Total liabilities and equity $ 114,810 $ 129,797 Our investment in Ashford Inc., at fair value $ 18,124 $ 8,407 Ashford Inc. Condensed Consolidated Statements of Operations Year Ended December 31, 2017 2016 2015 Total revenue $ 81,573 $ 67,607 $ 58,981 Total operating expenses (92,095 ) (70,064 ) (60,332 ) Operating loss (10,522 ) (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 (91 ) (7,787 ) (7,600 ) Other 142 81 1,114 Income tax (expense) benefit (9,723 ) (780 ) (2,066 ) Net income (loss) (20,194 ) (12,403 ) (12,044 ) (Income) loss from consolidated entities attributable to noncontrolling interests 358 8,860 10,852 Net (income) loss attributable to redeemable noncontrolling interests 1,484 1,147 2 Net gain (loss) attributable to Ashford Inc. $ (18,352 ) $ (2,396 ) $ (1,190 ) Our unrealized gain (loss) on investment in Ashford Inc. $ 9,717 $ (1,970 ) $ (7,609 ) |
Deferred Costs, net
Deferred Costs, net | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Deferred loan costs $ 1,074 $ 1,074 Accumulated amortization (418 ) (54 ) Deferred costs, net $ 656 $ 1,020 |
Intangible Assets, net and Inta
Intangible Assets, net and Intangible Liability, net | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2017 2016 Cost $ 24,050 $ 24,050 $ 4,179 $ 4,179 Accumulated amortization (1,505 ) (1,204 ) (610 ) (554 ) $ 22,545 $ 22,846 $ 3,569 $ 3,625 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 2067 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, 2017 , 2016 and 2015 , amortization related to intangible assets was $301,000 , $314,000 and $199,000 , respectively, and amortization related to the intangible liability was $56,000 , $57,000 and $57,000 , 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 Liability 2018 $ 277 $ 57 2019 277 57 2020 277 57 2021 277 57 2022 277 57 Thereafter 21,160 3,284 Total $ 22,545 $ 3,569 |
Indebtedness, net
Indebtedness, net | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Indebtedness, net | Indebtedness, net Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2017 December 31, 2016 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) (5) 1 hotel April 2017 5.91% — — 32,879 89,443 Mortgage loan (4) 1 hotel April 2017 5.95% — — 55,915 84,492 Mortgage loan (4) 3 hotels April 2017 5.95% — — 245,307 257,465 Mortgage loan (6) 1 hotel December 2017 LIBOR (1) + 4.95% — — 40,000 59,521 Mortgage loan (7) 1 hotel March 2018 LIBOR (1) + 2.30% 80,000 142,374 80,000 139,560 Mortgage loan (8) 1 hotel March 2018 LIBOR (1) + 2.25% 70,000 87,334 70,000 88,923 TIF loan (5) (9) 1 hotel June 2018 12.85% 8,098 — 8,098 — Mortgage loan (10) 1 hotel December 2018 LIBOR (1) + 4.95% 42,000 40,024 42,000 63,306 Mortgage loan (4) (5) (11) 4 hotels February 2019 LIBOR (1) + 2.58% 277,628 353,853 — — Mortgage loan (12) 1 hotel April 2019 LIBOR (1) + 2.75% 67,500 143,652 — — Mortgage loan (13) 2 hotels November 2019 LIBOR (1) + 2.65% 190,010 225,904 192,765 231,822 Mortgage loan 1 hotel May 2022 LIBOR (1) + 2.55% 51,000 94,910 — — Mortgage loan (6) 1 hotel August 2022 LIBOR (1) + 2.55% 40,000 57,791 — — 826,236 1,145,842 766,964 1,014,532 Deferred loan costs, net (5,277 ) — (2,348 ) — Indebtedness, net $ 820,959 $ 1,145,842 $ 764,616 $ 1,014,532 __________________ (1) LIBOR rates were 1.564% and 0.772% at December 31, 2017 and 2016 , 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) On January 18, 2017, we refinanced three mortgage loans totaling $333.7 million set to mature in April 2017 with a new $365.0 million mortgage loan with a two -year initial term and five one -year extension options subject to the satisfaction of certain conditions. The new loan is interest only and bears interest at a rate of LIBOR + 2.58% . (5) These loans are collateralized by the same hotel property. This hotel property is now included in the $277.6 million mortgage loan. (6) On August 18, 2017, we refinanced our $40.0 million mortgage loan with a final maturity date in December 2020 with a new $40.0 million mortgage loan that is interest only at a rate of LIBOR + 2.55% and has a five -year term. (7) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the second was exercised in March 2017. (8) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in March 2017. (9) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 5. (10) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in December 2017. (11) This mortgage loan had an $87.4 million pay down of principal in connection with the sale of the Marriott Plano Legacy Town Center on November 1, 2017. See Note 4. (12) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (13) This mortgage loan has two one -year extension options, subject to satisfaction of certain conditions. Maturities and scheduled amortization of indebtedness as of December 31, 2017 for each of the following five years and thereafter are as follows (in thousands): 2018 $ 203,274 2019 531,962 2020 — 2021 — 2022 91,000 Thereafter — Total $ 826,236 On January 18, 2017, we refinanced three mortgage loans with existing outstanding balances totaling approximately $333.7 million and final maturity dates in April 2017. The new mortgage loan totaled $277.6 million , is interest only with a floating rate of LIBOR + 2.58% and has a stated maturity of February 2019 with five one -year extension options, subject to the satisfaction of certain conditions. On November 1, 2017, we completed the sale of the Plano Marriott Legacy Town Center for $104.0 million in cash. We repaid approximately $87.4 million on the mortgage loan that was previously secured in part by the hotel property. The mortgage loan is secured by four hotel properties: Seattle Marriott Waterfront, Tampa Renaissance, San Francisco Courtyard Downtown and Philadelphia Courtyard Downtown. On March 31, 2017, in connection with the acquisition of the Park Hyatt Beaver Creek, we completed the financing of a $67.5 million mortgage loan. This mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.75% . The stated maturity date of the mortgage loan is April 2019, with three one -year extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by the Park Hyatt Beaver Creek. On May 11, 2017, in connection with the acquisition of the Hotel Yountville, we completed the financing of a $51.0 million mortgage loan. This mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.55% . The stated maturity date of the mortgage loan is May 2022 . The mortgage loan is secured by the Hotel Yountville. On August 18, 2017, we refinanced our existing $40.0 million mortgage loan with a final maturity date in December 2020 with a new $40.0 million mortgage loan that is interest only, provides for a floating interest rate of LIBOR + 2.55% and has a stated maturity date of August 2022. 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, 2017 , 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, 2017 | |
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, 2017 , we entered into interest rate caps with notional amounts totaling $844.2 million and strike rates ranging from 3.00% to 11.61% . These interest rate caps had effective dates from January 2017 to December 2017 , maturity dates from March 2018 to September 2019 , and a total cost of $375,000 . These instruments were not designated as cash flow hedges. We also entered into interest rate floors with notional amounts of $3.9 billion and strike rates ranging from 1.00% to 1.50% . These interest rate floors had effective dates from September 2017 to December 2017 and maturity dates from March 2019 to June 2019 and a total cost of $140,000 . 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. As of December 31, 2017 , we held interest rate caps with notional amounts totaling $887.7 million and strike rates ranging from 2.00% to 11.61% . These instruments cap the interest rates on our mortgage loans with an aggregate principal balances of $818.1 million and maturity dates from March 2018 to August 2022 . These instruments have maturity dates ranging from January 2018 to September 2019 . As of December 31, 2017 , we held interest rate floors with notional amounts totaling $6.9 billion and strike rates ranging from -0.25% to 1.50% . These instruments have maturity dates ranging from March 2019 to July 2020 . Credit Default Swap Derivatives —We use credit default swaps, tied to the CMBX index, to hedge financial and capital market risk. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. As of December 31, 2017 , we held a credit default swap with a notional amount of $50.0 million , an effective date of August 2017 and an expected maturity date of October 2026. Assuming the underlying bonds pay off at par over their remaining average life, our estimated total exposure for these trades was approximately $2.4 million as of December 31, 2017 . Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when such change in market value is over $250,000 . 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, 2017 , we made no such purchases. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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. Fair value of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty. 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. In determining the fair values of our derivatives at December 31, 2017 , the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 1.564% to 2.184% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of hedge and non-hedge designated derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following 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) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2017 Assets Derivative assets: Interest rate derivatives - floors $ — $ 118 $ — $ 12 $ 130 Interest rate derivatives - caps — 4 — — 4 Credit default swaps — 102 — 358 460 — 224 — 370 $ 594 (2) Non-derivative assets: Investment in Ashford Inc. 18,124 — — — 18,124 Total $ 18,124 $ 224 $ — $ 370 $ 18,718 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2016 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1,091 $ — $ — $ 1,091 Options on futures contracts 58 — — — 58 58 1,091 — — 1,149 (2) Non-derivative assets: Investment in Ashford Inc. 8,407 — — — 8,407 Total $ 8,465 $ 1,091 $ — $ — $ 9,556 __________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported as “derivative assets” in our 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 our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income (Loss) Year Ended December 31, 2017 2016 2015 Assets Derivative assets: Interest rate derivatives - floors $ (1,113 ) $ 513 $ (2,963 ) Interest rate derivatives - caps (371 ) (71 ) (94 ) Credit default swaps (785 ) (1) — — Equity put options — — (1,017 ) Equity call options — — 23 Options on futures contracts (58 ) (173 ) (195 ) Non-derivative assets: Investment in Ashford Inc. 9,717 (1,970 ) (7,609 ) Equity - American Depositary Receipt — — (75 ) Equity securities — — 560 U.S. treasury securities — — 53 Total 7,390 (1,701 ) (11,317 ) Liabilities Derivative liabilities: Short equity put options — — 680 Short equity call options — — 844 Net $ 7,390 $ (1,701 ) $ (9,793 ) Total combined Interest rate derivatives - floors $ (1,113 ) $ 513 $ (2,963 ) Interest rate derivatives - caps (371 ) (71 ) (94 ) Credit default swaps (785 ) — — Options on futures contracts 213 (17 ) (195 ) Unrealized gain (loss) on derivatives (2,056 ) 425 (3,252 ) Realized gain (loss) on options on futures contracts (271 ) (2) (156 ) (2) — Unrealized gain (loss) on investment in Ashford Inc. 9,717 (1,970 ) (7,609 ) Realized gain (loss) on marketable securities — — 1,068 (2) Net $ 7,390 $ (1,701 ) $ (9,793 ) __________________ (1) Excludes costs of $106 associated with credit default swaps for the year ended December 31, 2017 included in “other income (expense)” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Estimated Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 18,124 $ 18,124 $ 8,407 $ 8,407 Derivative assets 594 594 1,149 1,149 Financial assets not measured at fair value: Cash and cash equivalents $ 137,522 $ 137,522 $ 126,790 $ 126,790 Restricted cash 47,820 47,820 37,855 37,855 Accounts receivable, net 14,334 14,334 18,194 18,194 Insurance receivable 8,825 8,825 — — Note receivable 8,098 8,020 to 8,864 8,098 8,511 to 9,407 Due from Ashford Trust OP, net — — 488 488 Due from AQUA U.S. Fund — — 2,289 2,289 Due from related party, net 349 349 377 377 Due from third-party hotel managers 4,589 4,589 7,555 7,555 Financial liabilities not measured at fair value: Indebtedness $ 826,236 $780,243 to $862,372 $ 766,964 $726,774 to $803,276 Accounts payable and accrued expenses 56,803 56,803 44,791 44,791 Dividends and distributions payable 8,146 8,146 5,038 5,038 Due to Ashford Inc. 1,703 1,703 5,085 5,085 Due to affiliate — — 2,500 2,500 Due to third-party hotel managers 1,709 1,709 973 973 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, insurance receivable, 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, 2017 and 2016 . We estimated the fair value of the note receivable to be approximately 1.0% lower to 9.5% higher than the carrying value of $8.1 million at December 31, 2017 , and approximately 5.1% to 16.2% higher than the carrying value of $8.1 million at December 31, 2016 . 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 interest rate derivatives is determined using the net present value of expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair value of credit default swaps are obtained from a third party who publishes the CMBX index composition and price data. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. The fair value of options on futures contracts is valued at the 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 94.4% to 104.4% of the carrying value of $826.2 million at December 31, 2017 , and approximately 94.8% to 104.7% of the carrying value of $767.0 million at December 31, 2016 . This is considered a Level 2 valuation technique. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at December 31, 2017 , escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 5% of gross revenues for capital improvements. Management Fees —Under management agreements for our hotel properties existing at December 31, 2017 , we pay a) monthly property management fees equal to the greater of $13,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) 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 December 2019 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 2067, 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, 2017 , 2016 and 2015 , we recognized rent expense of $5.9 million , $5.7 million and $4.7 million , respectively, which included contingent rent of $2.2 million , $2.0 million and $1.8 million , respectively. Rent expense is included in “other” hotel expenses in our 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): 2018 $ 3,449 2019 3,423 2020 3,449 2021 3,458 2022 3,469 Thereafter 158,176 Total $ 175,424 Capital Commitments —At December 31, 2017 , we had capital commitments of $22.3 million relating to general capital improvements that are expected to be paid in the next twelve months . Litigation — 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. The defendants filed motions to dismiss the complaint on March 24, 2017. On June 6, 2017, the plaintiff notified the court that the plaintiff intends to dismiss the action as moot and seek a mootness fee and costs. On July 25, 2017, the action was dismissed with prejudice as to the plaintiff. A hearing on the plaintiff’s fee petition was held on October 25, 2017. On February 5, 2018, the court denied the plaintiff’s fee petition. 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 2013 through 2017 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, 2017 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity 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, up to one share of our REIT common stock, which is either (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. 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 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, 2017 , there are approximately 593,000 performance-based LTIP units, representing 200% of the target, outstanding. 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. During the year ended December 31, 2017 , approximately 389,000 performance-based LTIP units were forfeited due to the market condition criteria not being met. The unamortized fair value of performance-based LTIP units of $799,000 at December 31, 2017 will be expensed over a period of 2.0 years , subject to future mark to market adjustments. We recorded a credit to compensation expense of $1.6 million for the year ended December 31, 2017 due to lower fair values as compared to prior periods. For the year ended December 31, 2016, compensation expense was $975,000 . No compensation expense was recorded for the year ended December 31, 2015. The related amounts are included in “advisory services fee” on our consolidated statements of operations. As of December 31, 2017 , we have issued a total of 1.1 million LTIP units (including performance-based LTIP units), net of forfeitures, all of which, other than approximately 3,000 units issued in March 2015, 6,000 units issued in May 2015, 312,000 issued in October 2016, 141,000 LTIP units issued in April 2017, 281,000 performance-based LTIP units issued in April 2017 and 6,000 LTIP units issued in June 2017, respectively, had reached full economic parity with, and are convertible into, common units. For the years ended December 31, 2017 , 2016 and 2015 , compensation expense of $405,000 , $1.4 million and $1.3 million was recorded related to LTIP units issued to Ashford LLC’s employees, respectively, and is included in “advisory services fee.” Compensation expense of $64,000 , $44,000 and $101,000 associated with LTIP units issued to our independent directors was recorded for the years ended December 31, 2017 , 2016 and 2015 , 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 of $1.1 million at December 31, 2017 , will be amortized over a period of 2.3 years , subject to future mark to market adjustments. During the year ended December 31, 2017 , approximately 194,000 common units with an aggregate redemption fair value of $1.8 million 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, 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. Redeemable noncontrolling interests in Ashford Prime OP as of December 31, 2017 and 2016 , were $46.6 million and $59.5 million , respectively, which represented ownership of our operating partnerships of 11.43% and 13.90% , respectively. The carrying value of redeemable noncontrolling interests as of December 31, 2017 and 2016 , included adjustments of $0 million and $8.9 million , respectively, to reflect the excess of redemption value over the accumulated historical cost. For the years ended December 31, 2017 , 2016 and 2015 , we allocated net income of $2.0 million , net income of $1.9 million , and net loss of $393,000 to the redeemable noncontrolling interests, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $2.8 million , $2.3 million and $2.2 million for the years ended December 31, 2017 , 2016 and 2015 , 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, 2017 2016 2015 Units outstanding at beginning of year 4,943 4,375 8,955 LTIP units issued 149 4 10 Performance-based LTIP units issued 281 701 — Units redeemed for shares of common stock (194 ) (137 ) (4,245 ) Units redeemed for cash of $5,856 in 2015 — — (345 ) Performance-based LTIP units forfeited (389 ) — — Units outstanding at end of year 4,790 4,943 4,375 Units convertible/redeemable at end of year 4,028 4,083 3,967 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, 2017 | |
Equity [Abstract] | |
Equity | Equity Equity Offering —On March 1, 2017, we commenced an underwritten public offering of approximately 5.8 million shares of common stock at $12.15 per share for gross proceeds of $69.9 million . The offering closed on March 7, 2017. The net proceeds from the sale of the shares after underwriting discounts and offering expense were approximately $66.4 million . 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 . Dividends —Common stock dividends declared for the years ended December 31, 2017 , 2016 and 2015 were $20.6 million , $12.3 million and $9.4 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. On December 5, 2017, our board of directors reapproved the stock repurchase program pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share having an aggregate value of up to $50 million . The Board’s authorization replaced any previous repurchase authorizations. No shares were repurchased during the year ended December 31, 2017 . During the years ended December 31, 2016 and 2015, we repurchased 2.9 million shares of our common stock for approximately $39.0 million and 471,000 shares of our common stock for approximately $8.1 million , respectively. As of December 31, 2017 , 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. On December 11, 2017, the Company established an “at-the-market” equity distribution program pursuant to which it may, from time to time, sell shares of its Common Stock having an aggregate offering price of up to $50 million . Noncontrolling Interest in Consolidated Entities —A partner had noncontrolling ownership interests of 25% in two hotel properties with a total carrying value of $(4.8) million and $(5.4) million at December 31, 2017 and 2016 , respectively. Income from consolidated entities attributable to these noncontrolling interests was $3.3 million , $3.1 million and $2.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Under the 2013 Equity Incentive Plan, as amended, we are authorized to grant 3.3 million restricted stock units or performance stock units of our common stock as incentive stock awards. At December 31, 2017 , 820,882 shares were available for future issuance under the 2013 Equity Incentive Plan. Restricted Stock Units —Stock-based compensation expense of $916,000 , $597,000 and $343,000 was recognized for the years ended December 31, 2017 , 2016 and 2015 , 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 $92,000 , $71,000 and $0 was recognized for the years ended December 31, 2017 , 2016 and 2015 , 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, $201,000 , $ 227,000 and $ 153,000 of stock-based compensation expense was recognized for the years ended December 31, 2017 , 2016 and 2015 , 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, 2017 , the outstanding restricted shares had a fair value of $4.1 million . At December 31, 2017 , the unamortized cost of the unvested shares of restricted stock was $3.3 million , which is expected to be recognized over a period of 3.8 years , subject to future mark to market adjustments, and have vesting dates between February 2018 and November 2021 . A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2017 2016 2015 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 360 $ 12.90 140 $ 16.01 94 $ 18.11 Restricted shares granted 198 10.78 309 12.34 45 16.50 Restricted shares issued in connection with Ashford Trust’s distribution — — — — 60 14.90 Restricted shares vested (131 ) 13.05 (84 ) 15.98 (57 ) 18.66 Restricted shares forfeited (7 ) 11.81 (5 ) 13.82 (2 ) 17.50 Outstanding at end of year 420 $ 11.87 360 $ 12.90 140 $ 16.01 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, 2017 , the outstanding PSUs had a fair value of $1.1 million . We recorded a credit to compensation expense of $1.4 million for the year ended December 31, 2017 due to the lower fair values of the PSUs. We recorded expense of $813,000 and $1.9 million , respectively, for the years ended December 31, 2016 and 2015. These are included in “advisory services fee” on our consolidated statements of operations. During the year ended December 31, 2017 , 155,000 PSUs were forfeited due to the market condition criteria not being met. As of December 31, 2017 , the unamortized cost of PSUs was $755,000 , and 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, 2017 2016 2015 PSUs Weighted Average Price at Grant PSUs Weighted Average Price at Grant PSUs Weighted Average Price at Grant Outstanding at beginning of year 417 $ 14.80 155 $ 18.40 — $ — PSUs granted 119 10.42 262 12.67 155 18.40 PSUs vested — — — — — — PSUs forfeited (155 ) 18.40 — — — — Outstanding at end of year 381 $ 11.97 417 $ 14.80 155 $ 18.40 |
5.50% Series B Cumulative Conve
5.50% Series B Cumulative Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
5.50% Series B Cumulative Convertible Preferred Stock | 5.50% Series B Cumulative Convertible 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. 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. On March 7, 2017, we closed an offering of approximately 2.0 million shares of our Series B Preferred Stock at $20.19 per share for gross proceeds of $39.9 million . The net proceeds to us, after underwriting discounts and offering expenses were approximately $38.2 million . Dividends on the Series B Preferred Stock accrue at a rate of 5.50% on the liquidation preference of $25.00 per share. On March 31, 2017, the underwriters partially exercised their over-allotment option and purchased an additional 100,000 shares of the Series B Preferred Stock, which closed on April 5, 2017. The net proceeds from the partial exercise of the over-allotment option after underwriting discounts were approximately $1.9 million . At December 31, 2017 , we had 5.0 million outstanding shares of Series B Preferred Stock that do not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of 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, 2017 , 2016 and 2015 , we declared dividends of $6.8 million , $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, 2017 | |
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, 2017 , eleven 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 $27,000 , $5.5 million and $6.0 million for the years ended December 31, 2017 , 2016 and 2015 , 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, 2017 2016 2015 Income tax (expense) benefit at federal statutory income tax rate of 35% $ 10 $ (1,928 ) $ (1,727 ) State income tax (expense) benefit, net of federal income tax benefit (100 ) (172 ) (117 ) Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act (1) (10,974 ) — — State and local income tax (expense) benefit on pass-through entity subsidiaries (87 ) (62 ) (86 ) Gross receipts and margin taxes (143 ) (98 ) (170 ) Benefit of USVI Economic Development Commission credit 181 619 — Other 89 58 (40 ) Valuation allowance 11,546 9 1,877 Total income tax (expense) benefit $ 522 $ (1,574 ) $ (263 ) ________ (1) Partially offset within change in valuation allowance. The components of income tax expense are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ 1,354 $ (231 ) $ (1,067 ) State (217 ) (269 ) (252 ) Foreign — 15 (37 ) Total current 1,137 (485 ) (1,356 ) Deferred: Federal (461 ) (1,049 ) 953 State (154 ) (40 ) 140 Foreign — — — Total deferred (615 ) (1,089 ) 1,093 Total income tax (expense) benefit $ 522 $ (1,574 ) $ (263 ) For the years ended December 31, 2017 , 2016 and 2015 , income tax expense included interest and penalties paid to taxing authorities of $7 , $0 and $0 , respectively. At December 31, 2017 and 2016 , we determined that there were no amounts to accrue for interest and penalties due to taxing authorities. At December 31, 2017 and 2016 , our net deferred tax asset, included in “other assets,” and net deferred tax liability, included in “accounts payable and accrued expenses,” respectively, on our consolidated balance sheets, consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Tax intangibles basis greater than book basis $ 957 $ 1,227 Allowance for doubtful accounts 20 30 Unearned income 54 92 Unfavorable management contract liability — 28 Federal and state net operating losses 13,911 22,866 Other 28 80 Accrued expenses 336 349 Tax property basis greater than book basis 1,381 4,117 Prepaid expenses (2,379 ) (2,320 ) Net deferred tax asset 14,308 26,469 Valuation allowance (15,422 ) (26,968 ) Net deferred tax asset (liability) $ (1,114 ) $ (499 ) At December 31, 2017 and 2016 , we recorded a valuation allowance of $15.4 million and $27.0 million , respectively, to partially reserve the deferred tax assets of our TRSs. Ashford Prime’s wholly-owned domestic TRS generated taxable income in the years ending December 31, 2017 and 2016 , and there continues to be carryback potential of certain deferred tax assets as of December 31, 2017. 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 $15.4 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, 2017 , the TRSs had net operating loss carryforwards for federal income tax purposes of $57.2 million that are available to offset future taxable income, if any. $54.5 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, 2017 2016 2015 Balance at beginning of year $ 26,968 $ 27,022 $ 3,939 Additions 104 31 25,043 Deductions (11,650 ) (85 ) (1,960 ) Balance at end of year $ 15,422 $ 26,968 $ 27,022 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 $20,000 , $126,000 and $332,000 for the years ended December 31, 2017 , 2016 and 2015 , respectively. The benefit of the tax holiday on net income (loss) per share was approximately, $0.00 , $0.01 and $0.01 for the years ended December 31, 2017 , 2016 and 2015 , respectively. On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (“Tax Reform”) into legislation. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law (i.e., upon presidential signature). With respect to this legislation, we expect a one-time tax benefit of approximately $216,000 , due to a revaluation of our net deferred tax liabilities resulting from the decrease in the corporate federal income tax rate from 35% to 21%. We are in the process of analyzing certain other provisions of this legislation which may impact our effective tax rate. Additionally, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company has recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act. The accounting is expected to be complete on or before the date the 2017 U.S. income tax returns are filed in 2018. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ 23,022 $ 19,316 $ (6,712 ) Less: Dividends on preferred stocks (6,795 ) (3,860 ) (1,986 ) Less: Dividends on common stock (20,179 ) (12,170 ) (9,282 ) Less: Dividends on unvested performance stock units (138 ) (122 ) (105 ) Less: Dividends on unvested restricted shares (267 ) (77 ) (41 ) 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 (4,357 ) 3,022 (18,126 ) Add back: Dividends on common stock 20,179 12,170 9,282 Distributed and undistributed net income (loss)—basic $ 15,822 $ 15,192 $ (8,844 ) Net income (loss) attributable to redeemable noncontrolling interests in operating partnership 2,038 1,899 — Distributed and undistributed net income (loss)—diluted $ 17,860 $ 17,091 $ (8,844 ) Weighted average common shares outstanding: Weighted average common shares outstanding — basic 30,473 26,648 25,888 Effect of assumed conversion of operating partnership units 4,233 4,470 — Incentive fee shares — 77 — Weighted average common shares outstanding — diluted 34,706 31,195 25,888 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ 0.52 $ 0.57 $ (0.34 ) Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ 0.51 $ 0.55 $ (0.34 ) 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, 2017 2016 2015 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 267 $ 115 $ 41 Income (loss) allocated to unvested performance stock units 138 149 105 Income (loss) attributable to redeemable noncontrolling interests in operating partnership — — (393 ) Dividends on preferred stock 6,795 3,860 1,986 Total $ 7,200 $ 4,124 $ 1,739 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 77 87 51 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 6,064 3,662 1,909 Total 6,141 3,804 8,654 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of December 31, 2017 and 2016 , all of our hotel properties were in the U.S. and its territories. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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 $13,000 (increased annually based on consumer price index adjustments) 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, 2017 , Remington Lodging managed three of our twelve hotel properties and we incurred the following fees related to the management agreements with the related party (in thousands): Year Ended December 31, 2017 2016 2015 Property management fees, including incentive property management fees $ 1,748 $ 1,503 $ 1,313 Market service and project management fees 3,972 2,453 1,645 Corporate general and administrative expenses 286 136 98 Total $ 6,006 $ 4,092 $ 3,056 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. 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 monthly base fee that is 1/12th of 0.70% of our total market capitalization 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 1/12th of 0.70% ), subject to a minimum monthly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. Total market capitalization includes the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt). We are also required to pay Ashford LLC an incentive fee that is measured annually. Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we will pay Ashford LLC an incentive fee over the following three years , subject to the Fixed Charge Coverage Ratio (“FCCR”) Condition, as defined in the advisory agreement. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, insurance claims advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. On January 24, 2017, we entered into an amended and restated advisory agreement with Ashford Inc. (the “Fourth Amended and Restated Advisory Agreement”) that amends and restates our advisory agreement discussed herein. On June 9, 2017, our stockholders approved the Fourth Amended and Restated Advisory Agreement which became effective on June 21, 2017. The material terms of the Fourth Amended and Restated Advisory Agreement include: • we made a cash payment to Ashford LLC of $5.0 million on June 21, 2017, which is included in “contract modification cost” on our consolidated statements of operations for year ended December 31, 2017 , at which time the Fourth Amended and Restated Advisory Agreement became effective; • the termination fee payable to Ashford LLC has been amended by eliminating the 1.1x 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth Amended and Restated Advisory Agreement; • the Fourth 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 Fourth 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 0.70% , 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 Fourth 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 Fourth 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 Fourth 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 Fourth Amended and Restated Advisory Agreement; and • if we repudiate the Fourth 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. The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2017 2016 2015 Advisory services fee Base advisory fee $ 8,800 $ 8,343 $ 8,648 Reimbursable expenses (1) 2,017 2,798 1,827 Equity-based compensation (2) (1,683 ) 3,814 3,592 Incentive fee — — 3,822 $ 9,134 $ 14,955 $ 17,889 ________ (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, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, have a right to provide products or services to our hotel properties, provided such transactions are evaluated and approved by our independent directors. The following table summarizes the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the fees paid by us for those services, the applicable classification on our consolidated financial statements and the amount payable to each entity (included in “due to Ashford Inc.”) (in thousands): Year Ended December 31, 2017 As of December 31, 2017 Company Product or Service Transaction Amount Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Expenses Due to OpenKey Mobile key app $ 10 $ — $ — $ 10 $ 4 Pure Rooms “Allergy friendly” premium rooms 45 45 — — 45 Lismore Capital Mortgage placement services 224 — (224 ) — — ________ (1) Recorded in furniture, fixtures and equipment and depreciated over the estimated useful life. (2) Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement. At December 31, 2016 , the balance in “due from Ashford Trust OP, net” of $488,000 was associated with certain expenses. At December 31, 2017 and 2016 , the balances in “due to Ashford Inc.” of $1.7 million and $5.1 million , respectively, is primarily associated with advisory services and hotel services fees payable. 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. In connection with the acquisition of the Bardessono Hotel in 2015 and Ashford Inc.’s engagement to provide hotel advisory services to us, Ashford Inc. agreed to provide $2.0 million of key money consideration in the form of furniture, fixtures and equipment to be used by Ashford Prime. The hotel advisory services and the lease are considered a multiple element arrangement, in accordance with the applicable accounting guidance. As such, a portion of the base advisory fee will be allocated to lease expense equal to the estimated fair value of the lease payments that would have been made. Lease expense of $335,000 , $335,000 and $99,000 was recognized for the years ended December 31, 2017 , 2016 and 2015 , respectively and was included in “other” hotel expense in the consolidated statements of operations. Certain employees of Remington Lodging, who perform work on behalf of Ashford Prime, were granted approximately 22,000 shares of restricted stock under the Ashford Prime Stock Plan in both 2017 and 2016 . These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded as a component of “management fees” in our consolidated statements of operations. Expense of $92,000 , $71,000 and $0 was recognized for the years ended December 31, 2017 , 2016 and 2015 , respectively. The unamortized fair value of these grants was $228,000 as of December 31, 2017 , which will be recognized over a period of 1.3 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. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , three of our hotel properties generated revenues in excess of 10% of total hotel revenue amounting to 36% 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, 2017 | |
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, 2017 and 2016 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2017 Total revenue $ 97,296 $ 116,092 $ 108,119 $ 92,556 $ 414,063 Total operating expenses 90,046 103,685 98,533 82,957 375,221 Operating income (loss) 7,250 12,407 9,586 9,599 38,842 Net income (loss) (289 ) 386 (217 ) 28,444 28,324 Net income (loss) attributable to the Company (13 ) (885 ) (1,000 ) 24,920 23,022 Net income (loss) attributable to common stockholders (1,686 ) (2,592 ) (2,707 ) 23,212 16,227 Diluted income (loss) attributable to common stockholders per share $ (0.07 ) $ (0.09 ) $ (0.09 ) $ 0.65 $ 0.51 (1 ) Weighted average diluted common shares 27,267 31,469 31,483 38,178 34,706 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 _________________ (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2017 and 2016 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 Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On February 12, 2018, we entered into a definitive agreement to acquire the 266 -room Ritz-Carlton Sarasota in Sarasota, Florida for $171.0 million and a 22 acre plot of vacant land for $9.7 million . The acquisitions are expected to close on April 3, 2018. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (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. $ 123,578 $ 45,721 $ 106,245 $ — $ 32,996 $ 45,721 $ 139,241 $ 184,962 $ 47,278 — 04/2007 (1),(2),(3) Hilton La Jolla, CA 66,432 — 114,614 — 18,597 — 133,211 133,211 44,992 — 04/2007 (1),(2),(3) Marriott Seattle, WA 85,833 31,888 112,176 — 7,633 31,888 119,809 151,697 34,599 — 04/2007 (1),(2),(3) Courtyard by Marriott Philadelphia, PA 77,471 9,814 94,029 — 21,808 9,814 115,837 125,651 40,598 — 04/2007 (1),(2),(3) Courtyard by Marriott San Francisco, CA 87,163 22,653 72,731 — 25,525 22,653 98,256 120,909 24,450 — 04/2007 (1),(2),(3) Pier House Resort Key West, FL 70,000 59,731 33,011 — 4,323 59,731 37,334 97,065 9,731 — 03/2014 (1),(2),(3) Chicago Sofitel Magnificent Mile Chicago, IL 80,000 12,631 140,369 — 4,200 12,631 144,569 157,200 14,824 — 02/2014 (1),(2),(3) Renaissance Tampa, FL 35,259 — 69,179 — 10,466 — 79,645 79,645 24,403 — 04/2007 (1),(2),(3) Bardessono (4) Yountville, CA 40,000 — 64,184 — (359 ) — 63,825 63,825 6,034 — 07/2015 (1),(2),(3) Hotel Yountville Yountville, CA 51,000 47,849 48,567 — 168 47,849 48,735 96,584 1,674 — 05/2017 (1),(2),(3) Park Hyatt Beaver Creek Beaver Creek, CO 67,500 89,117 56,383 — 608 89,117 56,991 146,108 2,456 — 03/2017 (1),(2),(3) Ritz-Carlton St. Thomas, USVI 42,000 25,533 38,467 — (17,747 ) 25,533 20,720 46,253 6,229 — 12/2015 (1),(2),(3) Total $ 826,236 $ 344,937 $ 949,955 $ — $ 108,218 $ 344,937 $ 1,058,173 $ 1,403,110 $ 257,268 __________________ (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, 2017 2016 2015 Investment in Real Estate: Beginning balance $ 1,258,412 $ 1,315,621 $ 1,179,345 Additions 287,871 24,280 146,828 Write-offs (6,935 ) (11,977 ) (8,609 ) Impairment (25,391 ) — — Sales/Disposals (110,847 ) (69,512 ) (1,943 ) Ending balance 1,403,110 1,258,412 1,315,621 Accumulated Depreciation: Beginning balance 243,880 224,142 189,042 Depreciation expense 52,135 45,716 43,780 Impairment — — — Write-offs (6,935 ) (11,977 ) (8,609 ) Sales/Disposals (31,812 ) (14,001 ) (71 ) Ending balance 257,268 243,880 224,142 Investment in Real Estate, net $ 1,145,842 $ 1,014,532 $ 1,091,479 |
Significant Accounting Polici33
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 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. • On March 31, 2017, we acquired the Park Hyatt Beaver Creek and on May 11, 2017, we acquired the Hotel Yountville. The operating results of these hotel properties have been included in our results of operations as of their acquisition dates. • On November 1, 2017, we sold the Plano Marriott Legacy Town Center. |
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 hotels, as required by certain management or mortgage debt agreement restrictions and provisions. We early adopted Accounting Standards Updates (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in recently adopted accounting standards below. |
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. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 3. |
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 9.3% ownership interest in Ashford Inc. and had a fair value of $18.1 million at December 31, 2017 . 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 . |
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 swaps, caps, floors and flooridors. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master- netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. 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, credit default swaps and options on futures contracts are reported as “derivative assets, net” in our consolidated balance sheets. For interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense)”, respectively, in our 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 Ashford Inc. —Due to Ashford Inc. primarily 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/loss 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 our 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 consolidated entities represents an ownership interest of 25% in two hotel properties at December 31, 2017 and 2016 , and is reported in equity in our 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, 2017 , 2016 and 2015 , we incurred advertising costs of $3.4 million , $3.1 million and $2.3 million , respectively. Advertising costs are included in “Other expenses” in our 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 our 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 eleven of our twelve 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 twelve 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 2013 through 2017 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 November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result, for the year ended December 31, 2016, net cash provided by operating activities increased $1.5 million and net cash provided by investing activities increased $3.2 million and for the year ended December 31, 2015, net cash provided by operating activities decreased $418,000 and net cash used in investing activities decreased $3.9 million . Our beginning-of-period cash, cash equivalents and restricted cash increased $37.9 million , $33.1 million and $29.6 million in 2017, 2016 and 2015, respectively. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , which defers the effective date to fiscal periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect (modified) transition method. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales. Additionally, we have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations. Therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. We have selected the modified retrospective method. We continue to evaluate the related disclosure requirements. 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 available-for-sale (“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 our hotel ground leases and other noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions). In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (ASU “2017-05”), which clarifies the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets and adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures. |
Investment in Hotel Propertie34
Investment in Hotel Properties, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investments in hotel properties | Investments in hotel properties, net consisted of the following (in thousands): December 31, 2017 2016 Land $ 344,937 $ 210,696 Buildings and improvements 962,478 972,412 Furniture, fixtures and equipment 87,796 70,922 Construction in progress 7,899 4,382 Total cost 1,403,110 1,258,412 Accumulated depreciation (257,268 ) (243,880 ) Investments in hotel properties, net $ 1,145,842 $ 1,014,532 |
Preliminary estimated fair value of acquisition | The following table summarizes the estimated fair value of the assets acquired in the acquisition (in thousands): Final Allocations as of September 30, 2017 Land $ 47,849 Buildings and improvements 41,216 Furniture, fixtures and equipment 7,351 96,416 Inventories 84 $ 96,500 The following table summarizes the estimated fair value of the assets acquired in the acquisition (in thousands): Preliminary Allocations as of March 31, 2017 Adjustments Final Allocations as of June 30, 2017 Land $ 92,470 $ (3,353 ) $ 89,117 Buildings and improvements 47,724 3,545 51,269 Furniture, fixtures and equipment 5,306 (192 ) 5,114 $ 145,500 $ — $ 145,500 Net other assets (liabilities) $ 4,528 $ (721 ) $ 3,807 |
Pro Forma Financial Results | The following table reflects the unaudited pro forma results of operations for the years ended December 31, 2017 and 2016 as if the acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2016, and the removal of $5.3 million of non-recurring transaction costs directly attributable to the acquisitions for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 2016 Total revenue $ 437,149 $ 462,416 Net income (loss) 38,535 30,437 Net income (loss) attributable to common stockholders 25,132 20,823 Pro Forma income per share: Basic $ 0.81 $ 0.77 Diluted $ 0.81 $ 0.74 Weighted average common shares outstanding (in thousands): Basic 30,473 26,648 Diluted 34,706 31,195 |
Hotel Disposition (Tables)
Hotel Disposition (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Condensed financial information from hotel property | The following table includes the condensed financial information from these hotel properties (in thousands): Year Ended December 31, 2017 2016 2015 Total hotel revenue $ 27,250 $ 39,995 $ 48,292 Total hotel operating expenses (16,673 ) (24,106 ) (28,820 ) Operating income (loss) 10,577 15,889 19,472 Property taxes, insurance and other (1,171 ) (1,717 ) (1,966 ) Depreciation and amortization (3,796 ) (5,157 ) (6,200 ) Gain (loss) on sale of hotel property 23,797 26,359 — Interest expense and amortization of loan costs (2,303 ) (6,308 ) (8,181 ) Write-off of loan costs and exit fees (607 ) (2,595 ) — Income before income taxes 26,497 26,471 3,125 (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (3,029 ) (3,679 ) (398 ) Income (loss) before income taxes attributable to the Company $ 23,468 $ 22,792 $ 2,727 |
Investment in Unconsolidated 36
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized financial information | The following tables summarize the condensed balance sheets as of December 31, 2017 and 2016 , and the condensed statements of operations for the years ended December 31, 2017 , 2016 and 2015 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Consolidated Balance Sheets December 31, 2017 December 31, 2016 Total assets $ 114,810 $ 129,797 Total liabilities 78,742 38,168 Redeemable noncontrolling interests 5,111 1,480 Total stockholders’ equity of Ashford Inc. 30,185 37,377 Noncontrolling interests in consolidated entities 772 52,772 Total equity 30,957 90,149 Total liabilities and equity $ 114,810 $ 129,797 Our investment in Ashford Inc., at fair value $ 18,124 $ 8,407 Ashford Inc. Condensed Consolidated Statements of Operations Year Ended December 31, 2017 2016 2015 Total revenue $ 81,573 $ 67,607 $ 58,981 Total operating expenses (92,095 ) (70,064 ) (60,332 ) Operating loss (10,522 ) (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 (91 ) (7,787 ) (7,600 ) Other 142 81 1,114 Income tax (expense) benefit (9,723 ) (780 ) (2,066 ) Net income (loss) (20,194 ) (12,403 ) (12,044 ) (Income) loss from consolidated entities attributable to noncontrolling interests 358 8,860 10,852 Net (income) loss attributable to redeemable noncontrolling interests 1,484 1,147 2 Net gain (loss) attributable to Ashford Inc. $ (18,352 ) $ (2,396 ) $ (1,190 ) Our unrealized gain (loss) on investment in Ashford Inc. $ 9,717 $ (1,970 ) $ (7,609 ) |
Deferred Costs, net (Tables)
Deferred Costs, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, net | Deferred costs, net consisted of the following (in thousands): December 31, 2017 2016 Deferred loan costs $ 1,074 $ 1,074 Accumulated amortization (418 ) (54 ) Deferred costs, net $ 656 $ 1,020 |
Intangible Assets, net and In38
Intangible Assets, net and Intangible Liability, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2017 2016 Cost $ 24,050 $ 24,050 $ 4,179 $ 4,179 Accumulated amortization (1,505 ) (1,204 ) (610 ) (554 ) $ 22,545 $ 22,846 $ 3,569 $ 3,625 |
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 Liability 2018 $ 277 $ 57 2019 277 57 2020 277 57 2021 277 57 2022 277 57 Thereafter 21,160 3,284 Total $ 22,545 $ 3,569 |
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 Liability 2018 $ 277 $ 57 2019 277 57 2020 277 57 2021 277 57 2022 277 57 Thereafter 21,160 3,284 Total $ 22,545 $ 3,569 |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2017 December 31, 2016 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) (5) 1 hotel April 2017 5.91% — — 32,879 89,443 Mortgage loan (4) 1 hotel April 2017 5.95% — — 55,915 84,492 Mortgage loan (4) 3 hotels April 2017 5.95% — — 245,307 257,465 Mortgage loan (6) 1 hotel December 2017 LIBOR (1) + 4.95% — — 40,000 59,521 Mortgage loan (7) 1 hotel March 2018 LIBOR (1) + 2.30% 80,000 142,374 80,000 139,560 Mortgage loan (8) 1 hotel March 2018 LIBOR (1) + 2.25% 70,000 87,334 70,000 88,923 TIF loan (5) (9) 1 hotel June 2018 12.85% 8,098 — 8,098 — Mortgage loan (10) 1 hotel December 2018 LIBOR (1) + 4.95% 42,000 40,024 42,000 63,306 Mortgage loan (4) (5) (11) 4 hotels February 2019 LIBOR (1) + 2.58% 277,628 353,853 — — Mortgage loan (12) 1 hotel April 2019 LIBOR (1) + 2.75% 67,500 143,652 — — Mortgage loan (13) 2 hotels November 2019 LIBOR (1) + 2.65% 190,010 225,904 192,765 231,822 Mortgage loan 1 hotel May 2022 LIBOR (1) + 2.55% 51,000 94,910 — — Mortgage loan (6) 1 hotel August 2022 LIBOR (1) + 2.55% 40,000 57,791 — — 826,236 1,145,842 766,964 1,014,532 Deferred loan costs, net (5,277 ) — (2,348 ) — Indebtedness, net $ 820,959 $ 1,145,842 $ 764,616 $ 1,014,532 __________________ (1) LIBOR rates were 1.564% and 0.772% at December 31, 2017 and 2016 , 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) On January 18, 2017, we refinanced three mortgage loans totaling $333.7 million set to mature in April 2017 with a new $365.0 million mortgage loan with a two -year initial term and five one -year extension options subject to the satisfaction of certain conditions. The new loan is interest only and bears interest at a rate of LIBOR + 2.58% . (5) These loans are collateralized by the same hotel property. This hotel property is now included in the $277.6 million mortgage loan. (6) On August 18, 2017, we refinanced our $40.0 million mortgage loan with a final maturity date in December 2020 with a new $40.0 million mortgage loan that is interest only at a rate of LIBOR + 2.55% and has a five -year term. (7) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the second was exercised in March 2017. (8) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in March 2017. (9) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 5. (10) This mortgage loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in December 2017. (11) This mortgage loan had an $87.4 million pay down of principal in connection with the sale of the Marriott Plano Legacy Town Center on November 1, 2017. See Note 4. (12) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. (13) This mortgage loan has two one -year extension options, subject to satisfaction of certain conditions. |
Schedule of Maturities of Long-term Debt | Maturities and scheduled amortization of indebtedness as of December 31, 2017 for each of the following five years and thereafter are as follows (in thousands): 2018 $ 203,274 2019 531,962 2020 — 2021 — 2022 91,000 Thereafter — Total $ 826,236 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2017 Assets Derivative assets: Interest rate derivatives - floors $ — $ 118 $ — $ 12 $ 130 Interest rate derivatives - caps — 4 — — 4 Credit default swaps — 102 — 358 460 — 224 — 370 $ 594 (2) Non-derivative assets: Investment in Ashford Inc. 18,124 — — — 18,124 Total $ 18,124 $ 224 $ — $ 370 $ 18,718 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting (1) Total December 31, 2016 Assets Derivative assets: Interest rate derivatives - floors $ — $ 1,091 $ — $ — $ 1,091 Options on futures contracts 58 — — — 58 58 1,091 — — 1,149 (2) Non-derivative assets: Investment in Ashford Inc. 8,407 — — — 8,407 Total $ 8,465 $ 1,091 $ — $ — $ 9,556 __________________ (1) Represents net cash collateral posted between us and our counterparties. (2) Reported as “derivative assets” in our 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 our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income (Loss) Year Ended December 31, 2017 2016 2015 Assets Derivative assets: Interest rate derivatives - floors $ (1,113 ) $ 513 $ (2,963 ) Interest rate derivatives - caps (371 ) (71 ) (94 ) Credit default swaps (785 ) (1) — — Equity put options — — (1,017 ) Equity call options — — 23 Options on futures contracts (58 ) (173 ) (195 ) Non-derivative assets: Investment in Ashford Inc. 9,717 (1,970 ) (7,609 ) Equity - American Depositary Receipt — — (75 ) Equity securities — — 560 U.S. treasury securities — — 53 Total 7,390 (1,701 ) (11,317 ) Liabilities Derivative liabilities: Short equity put options — — 680 Short equity call options — — 844 Net $ 7,390 $ (1,701 ) $ (9,793 ) Total combined Interest rate derivatives - floors $ (1,113 ) $ 513 $ (2,963 ) Interest rate derivatives - caps (371 ) (71 ) (94 ) Credit default swaps (785 ) — — Options on futures contracts 213 (17 ) (195 ) Unrealized gain (loss) on derivatives (2,056 ) 425 (3,252 ) Realized gain (loss) on options on futures contracts (271 ) (2) (156 ) (2) — Unrealized gain (loss) on investment in Ashford Inc. 9,717 (1,970 ) (7,609 ) Realized gain (loss) on marketable securities — — 1,068 (2) Net $ 7,390 $ (1,701 ) $ (9,793 ) __________________ (1) Excludes costs of $106 associated with credit default swaps for the year ended December 31, 2017 included in “other income (expense)” in our consolidated statements of operations. (2) Included in “other income (expense)” in our consolidated statements of operations. |
Summary of Fair Value of Fina41
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Estimated Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 18,124 $ 18,124 $ 8,407 $ 8,407 Derivative assets 594 594 1,149 1,149 Financial assets not measured at fair value: Cash and cash equivalents $ 137,522 $ 137,522 $ 126,790 $ 126,790 Restricted cash 47,820 47,820 37,855 37,855 Accounts receivable, net 14,334 14,334 18,194 18,194 Insurance receivable 8,825 8,825 — — Note receivable 8,098 8,020 to 8,864 8,098 8,511 to 9,407 Due from Ashford Trust OP, net — — 488 488 Due from AQUA U.S. Fund — — 2,289 2,289 Due from related party, net 349 349 377 377 Due from third-party hotel managers 4,589 4,589 7,555 7,555 Financial liabilities not measured at fair value: Indebtedness $ 826,236 $780,243 to $862,372 $ 766,964 $726,774 to $803,276 Accounts payable and accrued expenses 56,803 56,803 44,791 44,791 Dividends and distributions payable 8,146 8,146 5,038 5,038 Due to Ashford Inc. 1,703 1,703 5,085 5,085 Due to affiliate — — 2,500 2,500 Due to third-party hotel managers 1,709 1,709 973 973 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2018 $ 3,449 2019 3,423 2020 3,449 2021 3,458 2022 3,469 Thereafter 158,176 Total $ 175,424 |
Redeemable Noncontrolling Int43
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Units outstanding at beginning of year 4,943 4,375 8,955 LTIP units issued 149 4 10 Performance-based LTIP units issued 281 701 — Units redeemed for shares of common stock (194 ) (137 ) (4,245 ) Units redeemed for cash of $5,856 in 2015 — — (345 ) Performance-based LTIP units forfeited (389 ) — — Units outstanding at end of year 4,790 4,943 4,375 Units convertible/redeemable at end of year 4,028 4,083 3,967 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 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 360 $ 12.90 140 $ 16.01 94 $ 18.11 Restricted shares granted 198 10.78 309 12.34 45 16.50 Restricted shares issued in connection with Ashford Trust’s distribution — — — — 60 14.90 Restricted shares vested (131 ) 13.05 (84 ) 15.98 (57 ) 18.66 Restricted shares forfeited (7 ) 11.81 (5 ) 13.82 (2 ) 17.50 Outstanding at end of year 420 $ 11.87 360 $ 12.90 140 $ 16.01 |
Summary of PSUs Activity | A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2017 2016 2015 PSUs Weighted Average Price at Grant PSUs Weighted Average Price at Grant PSUs Weighted Average Price at Grant Outstanding at beginning of year 417 $ 14.80 155 $ 18.40 — $ — PSUs granted 119 10.42 262 12.67 155 18.40 PSUs vested — — — — — — PSUs forfeited (155 ) 18.40 — — — — Outstanding at end of year 381 $ 11.97 417 $ 14.80 155 $ 18.40 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Income tax (expense) benefit at federal statutory income tax rate of 35% $ 10 $ (1,928 ) $ (1,727 ) State income tax (expense) benefit, net of federal income tax benefit (100 ) (172 ) (117 ) Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act (1) (10,974 ) — — State and local income tax (expense) benefit on pass-through entity subsidiaries (87 ) (62 ) (86 ) Gross receipts and margin taxes (143 ) (98 ) (170 ) Benefit of USVI Economic Development Commission credit 181 619 — Other 89 58 (40 ) Valuation allowance 11,546 9 1,877 Total income tax (expense) benefit $ 522 $ (1,574 ) $ (263 ) ________ (1) Partially offset within change in valuation allowance. |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ 1,354 $ (231 ) $ (1,067 ) State (217 ) (269 ) (252 ) Foreign — 15 (37 ) Total current 1,137 (485 ) (1,356 ) Deferred: Federal (461 ) (1,049 ) 953 State (154 ) (40 ) 140 Foreign — — — Total deferred (615 ) (1,089 ) 1,093 Total income tax (expense) benefit $ 522 $ (1,574 ) $ (263 ) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2017 and 2016 , our net deferred tax asset, included in “other assets,” and net deferred tax liability, included in “accounts payable and accrued expenses,” respectively, on our consolidated balance sheets, consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Tax intangibles basis greater than book basis $ 957 $ 1,227 Allowance for doubtful accounts 20 30 Unearned income 54 92 Unfavorable management contract liability — 28 Federal and state net operating losses 13,911 22,866 Other 28 80 Accrued expenses 336 349 Tax property basis greater than book basis 1,381 4,117 Prepaid expenses (2,379 ) (2,320 ) Net deferred tax asset 14,308 26,469 Valuation allowance (15,422 ) (26,968 ) Net deferred tax asset (liability) $ (1,114 ) $ (499 ) |
Summary of Valuation Allowance | The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of year $ 26,968 $ 27,022 $ 3,939 Additions 104 31 25,043 Deductions (11,650 ) (85 ) (1,960 ) Balance at end of year $ 15,422 $ 26,968 $ 27,022 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of amounts used in calculating basic and diluted earnings (loss) per share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ 23,022 $ 19,316 $ (6,712 ) Less: Dividends on preferred stocks (6,795 ) (3,860 ) (1,986 ) Less: Dividends on common stock (20,179 ) (12,170 ) (9,282 ) Less: Dividends on unvested performance stock units (138 ) (122 ) (105 ) Less: Dividends on unvested restricted shares (267 ) (77 ) (41 ) 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 (4,357 ) 3,022 (18,126 ) Add back: Dividends on common stock 20,179 12,170 9,282 Distributed and undistributed net income (loss)—basic $ 15,822 $ 15,192 $ (8,844 ) Net income (loss) attributable to redeemable noncontrolling interests in operating partnership 2,038 1,899 — Distributed and undistributed net income (loss)—diluted $ 17,860 $ 17,091 $ (8,844 ) Weighted average common shares outstanding: Weighted average common shares outstanding — basic 30,473 26,648 25,888 Effect of assumed conversion of operating partnership units 4,233 4,470 — Incentive fee shares — 77 — Weighted average common shares outstanding — diluted 34,706 31,195 25,888 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ 0.52 $ 0.57 $ (0.34 ) Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ 0.51 $ 0.55 $ (0.34 ) |
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, 2017 2016 2015 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 267 $ 115 $ 41 Income (loss) allocated to unvested performance stock units 138 149 105 Income (loss) attributable to redeemable noncontrolling interests in operating partnership — — (393 ) Dividends on preferred stock 6,795 3,860 1,986 Total $ 7,200 $ 4,124 $ 1,739 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 77 87 51 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 6,064 3,662 1,909 Total 6,141 3,804 8,654 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2017 2016 2015 Advisory services fee Base advisory fee $ 8,800 $ 8,343 $ 8,648 Reimbursable expenses (1) 2,017 2,798 1,827 Equity-based compensation (2) (1,683 ) 3,814 3,592 Incentive fee — — 3,822 $ 9,134 $ 14,955 $ 17,889 ________ (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, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. The following table summarizes the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the fees paid by us for those services, the applicable classification on our consolidated financial statements and the amount payable to each entity (included in “due to Ashford Inc.”) (in thousands): Year Ended December 31, 2017 As of December 31, 2017 Company Product or Service Transaction Amount Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Expenses Due to OpenKey Mobile key app $ 10 $ — $ — $ 10 $ 4 Pure Rooms “Allergy friendly” premium rooms 45 45 — — 45 Lismore Capital Mortgage placement services 224 — (224 ) — — ________ (1) Recorded in furniture, fixtures and equipment and depreciated over the estimated useful life. (2) Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement. At December 31, 2017 , Remington Lodging managed three of our twelve hotel properties and we incurred the following fees related to the management agreements with the related party (in thousands): Year Ended December 31, 2017 2016 2015 Property management fees, including incentive property management fees $ 1,748 $ 1,503 $ 1,313 Market service and project management fees 3,972 2,453 1,645 Corporate general and administrative expenses 286 136 98 Total $ 6,006 $ 4,092 $ 3,056 |
Selected Financial Quarterly 48
Selected Financial Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2017 Total revenue $ 97,296 $ 116,092 $ 108,119 $ 92,556 $ 414,063 Total operating expenses 90,046 103,685 98,533 82,957 375,221 Operating income (loss) 7,250 12,407 9,586 9,599 38,842 Net income (loss) (289 ) 386 (217 ) 28,444 28,324 Net income (loss) attributable to the Company (13 ) (885 ) (1,000 ) 24,920 23,022 Net income (loss) attributable to common stockholders (1,686 ) (2,592 ) (2,707 ) 23,212 16,227 Diluted income (loss) attributable to common stockholders per share $ (0.07 ) $ (0.09 ) $ (0.09 ) $ 0.65 $ 0.51 (1 ) Weighted average diluted common shares 27,267 31,469 31,483 38,178 34,706 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 _________________ (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2017 and 2016 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) | Dec. 31, 2017hotelstate |
Organization and Description of Business [Line Items] | |
Number of hotel properties managed by third party | 3 |
Number of hotel properties | 12 |
Number of rooms | 3,574 |
Number of rooms, net | 3,339 |
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 | 11 |
Wholly Owned Properties [Member] | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 10 |
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary [Member] | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 9 |
Consolidated Properties [Member] | |
Organization and Description of Business [Line Items] | |
Number of hotel properties | 2 |
Significant Accounting Polici50
Significant Accounting Policies (Details) shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2017USD ($)hotelshares | Dec. 31, 2016USD ($)hotelshares | Dec. 31, 2015USD ($) | Jul. 31, 2015shares | Dec. 31, 2014USD ($) | |
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% | |||
Number of hotel properties | hotel | 12 | ||||
Advertising costs | $ 3,400,000 | $ 3,100,000 | $ 2,300,000 | ||
Net cash provided by (used in) operating activities | 70,608,000 | 58,607,000 | 8,972,000 | ||
Net cash provided by (used in) investing activities | (173,942,000) | 103,489,000 | (179,347,000) | ||
Restricted cash | $ 47,820,000 | 37,855,000 | 33,135,000 | $ 29,646,000 | |
AQUA U.S. Fund [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 45.30% | ||||
Equity method investment impairment | $ 0 | 0 | |||
Ashford Inc. [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 9.30% | 9.70% | |||
Number of shares owned (in shares) | shares | 195 | 195 | 175 | ||
Investment in Ashford Inc., at fair value | $ 18,124,000 | $ 8,407,000 | |||
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 | 11 | ||||
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% | ||||
Accounting Standards Update 2016-18 [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Net cash provided by (used in) operating activities | $ 1,500,000 | (418,000) | |||
Net cash provided by (used in) investing activities | 3,200,000 | (3,900,000) | |||
Restricted cash | $ 37,900,000 | $ 33,100,000 | $ 29,600,000 |
Investment in Hotel Propertie51
Investment in Hotel Properties, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 344,937 | $ 210,696 | |
Buildings and improvements | 962,478 | 972,412 | |
Furniture, fixtures, and equipment | 87,796 | 70,922 | |
Construction in progress | 7,899 | 4,382 | |
Total cost | 1,403,110 | 1,258,412 | |
Accumulated depreciation | (257,268) | (243,880) | |
Investments in hotel properties, net | 1,145,842 | 1,014,532 | |
Cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes | 1,200,000 | 1,000,000 | |
Depreciation | $ 52,100 | $ 45,700 | $ 43,600 |
Investment in Hotel Propertie52
Investment in Hotel Properties, net - Acquisitions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | May 11, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 6,678 | $ 457 | $ 538 | ||||
Preliminary estimated fair value of acquisition | |||||||
Impairment charges | 1,068 | 0 | $ 0 | ||||
Anticipated insurance recoveries | 3,800 | ||||||
Insurance receivable | 8,825 | 0 | |||||
Insurance deductible | 4,900 | ||||||
Proceeds for business interruption losses | 11,100 | ||||||
Reimbursement of incurred expense | 3,300 | ||||||
Deductible | 1,100 | ||||||
Reduction to insurance receivable | 3,700 | ||||||
Other Hotel Revenue [Member] | |||||||
Preliminary estimated fair value of acquisition | |||||||
Proceeds for business interruption losses | 4,100 | ||||||
Park Hyatt Beaver Creek and Hotel Yountville [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | 5,300 | ||||||
Preliminary estimated fair value of acquisition | |||||||
Total revenue | 437,149 | 462,416 | |||||
Net income (loss) | 38,535 | 30,437 | |||||
Net income (loss) attributable to common stockholders | $ 25,132 | $ 20,823 | |||||
Pro Forma income per share: Basic (in dollars per share) | $ 0.81 | $ 0.77 | |||||
Pro Forma income per share: Diluted (in dollars per share) | $ 0.81 | $ 0.74 | |||||
Weighted average common shares outstanding (in thousands): Basic (in shares) | 30,473 | 26,648 | |||||
Weighted average common shares outstanding (in thousands): Diluted (in shares) | 34,706 | 31,195 | |||||
Park Hyatt Beaver Creek [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Voting interests acquired | 100.00% | ||||||
Consideration transferred | $ 145,500 | ||||||
Liabilities incurred | 67,500 | ||||||
Preliminary estimated fair value of acquisition | |||||||
Land | 92,470 | $ 89,117 | |||||
Land adjustments | (3,353) | ||||||
Buildings and improvements | 47,724 | 51,269 | |||||
Buildings and improvement adjustments | 3,545 | ||||||
Furniture, fixtures, and equipment | 5,306 | 5,114 | |||||
Furniture, fixtures, and equipment adjustments | (192) | ||||||
Land, buildings and improvements, furniture, fixtures and equipment | 145,500 | 145,500 | |||||
Land, buildings and improvements, furniture, fixtures and equipment, adjustments | 0 | ||||||
Net other assets (liabilities) | $ 4,528 | 3,807 | |||||
Net other assets (liabilities), adjustments | $ (721) | ||||||
Revenue included in statement of operations | $ 22,000 | ||||||
Net income (loss) included in statement of operations | (2,500) | ||||||
Hotel Yountville [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Voting interests acquired | 100.00% | ||||||
Consideration transferred | $ 96,500 | ||||||
Liabilities incurred | $ 51,000 | ||||||
Preliminary estimated fair value of acquisition | |||||||
Land | $ 47,849 | ||||||
Buildings and improvements | 41,216 | ||||||
Furniture, fixtures, and equipment | 7,351 | ||||||
Land, buildings and improvements, furniture, fixtures and equipment | 96,416 | ||||||
Inventories | 84 | ||||||
Assets acquired, liabilities assumed, net | 96,500 | ||||||
Net other assets (liabilities) | $ 2,100 | ||||||
Revenue included in statement of operations | 9,600 | ||||||
Net income (loss) included in statement of operations | $ 803 |
Hotel Disposition (Details)
Hotel Disposition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 01, 2017 | Jul. 01, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of hotel property | $ 23,797 | $ 26,359 | $ 0 | ||
Courtyard Seattle Downtown and Plano Marriott Legacy Town Center [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] | |||||
Total hotel revenue | 27,250 | 39,995 | 48,292 | ||
Total hotel operating expenses | (16,673) | (24,106) | (28,820) | ||
Operating income | 10,577 | 15,889 | 19,472 | ||
Property taxes, insurance and other | (1,171) | (1,717) | (1,966) | ||
Depreciation and amortization | (3,796) | (5,157) | (6,200) | ||
Gain on sale of hotel property | 23,797 | 26,359 | 0 | ||
Interest expense and amortization of loan costs | (2,303) | (6,308) | (8,181) | ||
Write-off of loan costs and exit fees | (607) | (2,595) | 0 | ||
Net income | 26,497 | 26,471 | 3,125 | ||
Net income attributable to redeemable noncontrolling interests in operating partnership | (3,029) | (3,679) | (398) | ||
Net income attributable to the Company | $ 23,468 | $ 22,792 | $ 2,727 | ||
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 | ||||
Plano Marriott Legacy Town Center [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 | $ 104,000 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Note receivable | $ 8,098 | $ 8,098 |
TIF Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 12.85% | |
Philadelphia Note [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Note receivable | $ 8,100 | $ 8,100 |
Investment in Unconsolidated 55
Investment in Unconsolidated Entity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 14, 2015 | Dec. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Total assets | $ 1,423,819 | $ 1,256,997 | $ 1,423,819 | $ 1,256,997 | ||||||||||
Total liabilities | 894,517 | 828,060 | 894,517 | 828,060 | ||||||||||
Redeemable noncontrolling interests in operating partnership | 46,627 | 59,544 | 46,627 | 59,544 | ||||||||||
Total stockholders' equity of Ashford Inc. | 381,305 | 308,796 | 381,305 | 308,796 | ||||||||||
Noncontrolling interest in consolidated entities | (4,753) | (5,363) | (4,753) | (5,363) | ||||||||||
Total equity | 376,552 | 303,433 | 376,552 | 303,433 | $ 333,046 | $ 274,443 | ||||||||
Total liabilities and equity | 1,423,819 | 1,256,997 | 1,423,819 | 1,256,997 | ||||||||||
Total revenue | 92,556 | $ 108,119 | $ 116,092 | $ 97,296 | 93,977 | $ 99,651 | $ 112,432 | $ 99,797 | 414,063 | 405,857 | 349,545 | |||
Total operating expenses | (82,957) | (98,533) | (103,685) | (90,046) | (80,051) | (88,404) | (101,917) | (88,344) | (375,221) | (358,716) | (303,569) | |||
OPERATING INCOME (LOSS) | $ 9,599 | $ 9,586 | $ 12,407 | $ 7,250 | $ 13,926 | $ 11,247 | $ 10,515 | $ 11,453 | 38,842 | 47,141 | 45,976 | |||
Income tax (expense) benefit | 522 | (1,574) | (263) | |||||||||||
NET INCOME (LOSS) | 28,324 | 24,320 | (4,691) | |||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (2,038) | (1,899) | 393 | |||||||||||
Unrealized gain (loss) on investment in Ashford Inc. | $ 9,717 | $ (1,970) | (7,609) | |||||||||||
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 | 9.30% | 9.70% | 9.30% | 9.70% | ||||||||||
Total assets | $ 114,810 | $ 129,797 | $ 114,810 | $ 129,797 | ||||||||||
Total liabilities | 78,742 | 38,168 | 78,742 | 38,168 | ||||||||||
Redeemable noncontrolling interests in operating partnership | 5,111 | 1,480 | 5,111 | 1,480 | ||||||||||
Total stockholders' equity of Ashford Inc. | 30,185 | 37,377 | 30,185 | 37,377 | ||||||||||
Noncontrolling interest in consolidated entities | 772 | 52,772 | 772 | 52,772 | ||||||||||
Total equity | 30,957 | 90,149 | 30,957 | 90,149 | ||||||||||
Total liabilities and equity | 114,810 | 129,797 | 114,810 | 129,797 | ||||||||||
Investment in Ashford Inc., at fair value | $ 18,124 | $ 8,407 | 18,124 | 8,407 | ||||||||||
Total revenue | 81,573 | 67,607 | 58,981 | |||||||||||
Total operating expenses | (92,095) | (70,064) | (60,332) | |||||||||||
OPERATING INCOME (LOSS) | (10,522) | (2,457) | (1,351) | |||||||||||
Equity in loss of unconsolidated entities | 0 | (1,460) | (2,141) | |||||||||||
Realized and unrealized gain (loss) on investments | (91) | (7,787) | (7,600) | |||||||||||
Other | 142 | 81 | 1,114 | |||||||||||
Income tax (expense) benefit | (9,723) | (780) | (2,066) | |||||||||||
NET INCOME (LOSS) | (20,194) | (12,403) | (12,044) | |||||||||||
(Income) loss from consolidated entities attributable to noncontrolling interests | 358 | 8,860 | 10,852 | |||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,484 | 1,147 | 2 | |||||||||||
Net income (loss) | (18,352) | (2,396) | (1,190) | |||||||||||
Unrealized gain (loss) on investment in Ashford Inc. | $ 9,717 | $ (1,970) | $ (7,609) |
Deferred Costs, net (Details)
Deferred Costs, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred loan costs | $ 1,074 | $ 1,074 |
Accumulated amortization | (418) | (54) |
Deferred costs, net | $ 656 | $ 1,020 |
Intangible Assets, net and In57
Intangible Assets, net and Intangible Liability, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets, net | |||
Cost | $ 24,050 | $ 24,050 | |
Accumulated amortization | (1,505) | (1,204) | |
Total | 22,545 | 22,846 | |
Intangible Liability, net | |||
Cost | 4,179 | 4,179 | |
Accumulated amortization | (610) | (554) | |
Total | 3,569 | 3,625 | |
Amortization of intangibles | 301 | 314 | $ 199 |
Amortization of Intangible Liabilities | 56 | 57 | $ 57 |
Intangible Assets | |||
2,018 | 277 | ||
2,019 | 277 | ||
2,020 | 277 | ||
2,021 | 277 | ||
2,022 | 277 | ||
Thereafter | 21,160 | ||
Total | 22,545 | 22,846 | |
Intangible Liabilities | |||
2,018 | 57 | ||
2,019 | 57 | ||
2,020 | 57 | ||
2,021 | 57 | ||
2,022 | 57 | ||
Thereafter | 3,284 | ||
Total | $ 3,569 | $ 3,625 |
Indebtedness, net (Details)
Indebtedness, net (Details) | Nov. 01, 2017USD ($) | Aug. 18, 2017 | Jan. 18, 2017USD ($)hotelloanextension | Dec. 31, 2017USD ($)hotelextension | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 826,236,000 | $ 766,964,000 | |||
Book value of collateral | 1,145,842,000 | 1,014,532,000 | |||
Deferred loan costs, net | (5,277,000) | (2,348,000) | |||
Indebtedness, net | $ 820,959,000 | $ 764,616,000 | |||
LIBOR rate | 1.564% | 0.772% | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Plano Marriott Legacy Town Center [Member] | |||||
Debt Instrument [Line Items] | |||||
Consideration for disposal | $ 104,000,000 | ||||
TIF Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 12.85% | ||||
Mortgages [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Plano Marriott Legacy Town Center [Member] | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of debt | $ 87,400,000 | ||||
Mortgages [Member] | Mortgage loan 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Interest rate | 5.91% | ||||
Long-term debt, gross | $ 0 | $ 32,879,000 | |||
Book value of collateral | $ 0 | 89,443,000 | |||
Mortgages [Member] | Mortgage loan 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Interest rate | 5.95% | ||||
Long-term debt, gross | $ 0 | 55,915,000 | |||
Book value of collateral | $ 0 | 84,492,000 | |||
Mortgages [Member] | Mortgage loan 3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 3 | ||||
Interest rate | 5.95% | ||||
Long-term debt, gross | $ 0 | 245,307,000 | |||
Book value of collateral | $ 0 | 257,465,000 | |||
Mortgages [Member] | Mortgage loan 4 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 0 | ||||
Book value of collateral | $ 0 | 59,521,000 | |||
Mortgages [Member] | Mortgage loan 4 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.95% | ||||
Mortgages [Member] | Mortgage loan 5 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 80,000,000 | 80,000,000 | |||
Book value of collateral | $ 142,374,000 | 139,560,000 | |||
Term of extension options | 1 year | ||||
Mortgage Loans on Real Estate, Number of Loans | loan | 3 | ||||
Mortgages [Member] | Mortgage loan 5 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.30% | ||||
Mortgages [Member] | Mortgage loan 6 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 70,000,000 | 70,000,000 | |||
Book value of collateral | $ 87,334,000 | 88,923,000 | |||
Number of extension options | extension | 3 | ||||
Term of extension options | 1 year | ||||
Mortgages [Member] | Mortgage loan 6 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
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 | |||
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 | $ 40,024,000 | 63,306,000 | |||
Number of extension options | extension | 3 | ||||
Term of extension options | 1 year | ||||
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 | 4 | 4 | |||
Long-term debt, gross | $ 277,628,000 | 0 | |||
Book value of collateral | $ 353,853,000 | 0 | |||
Number of extension options | extension | 5 | ||||
Term of extension options | 1 year | ||||
Debt initial term | 2 years | ||||
Face amount of debt | $ 365,000,000 | ||||
Mortgages [Member] | Mortgage loan 8 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.58% | 2.58% | |||
Mortgages [Member] | Mortgage loan 9 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 67,500,000 | 0 | |||
Book value of collateral | $ 143,652,000 | 0 | |||
Number of extension options | extension | 3 | ||||
Term of extension options | 1 year | ||||
Mortgages [Member] | Mortgage loan 9 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
Mortgages [Member] | Mortgage loan 10 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 2 | ||||
Long-term debt, gross | $ 190,010,000 | 192,765,000 | |||
Book value of collateral | $ 225,904,000 | 231,822,000 | |||
Number of extension options | extension | 2 | ||||
Term of extension options | 1 year | ||||
Mortgages [Member] | Mortgage loan 10 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.65% | ||||
Mortgages [Member] | Mortgage loan 11 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 51,000,000 | 0 | |||
Book value of collateral | $ 94,910,000 | 0 | |||
Mortgages [Member] | Mortgage loan 11 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.55% | ||||
Mortgages [Member] | Mortgage loan 12 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateral (in hotels) | hotel | 1 | ||||
Long-term debt, gross | $ 40,000,000 | 0 | |||
Book value of collateral | $ 57,791,000 | 0 | |||
Debt initial term | 5 years | ||||
Mortgages [Member] | Mortgage loan 12 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.55% | 2.55% | |||
Mortgages [Member] | Three Loans Due April 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 333,700,000 | ||||
Mortgage Loans on Real Estate, Number of Loans | loan | 3 | ||||
Line of Credit [Member] | Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 15,000,000 | ||||
Line of Credit [Member] | Senior Revolving 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 Revolving Credit Facility [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Line of Credit [Member] | Senior Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Line of Credit [Member] | Senior Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.50% | ||||
Line of Credit [Member] | Senior Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Line of Credit [Member] | Senior Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Line of Credit [Member] | Senior Revolving Credit Facility [Member] | Federal Funds Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% |
Indebtedness, net - Maturities
Indebtedness, net - Maturities and Scheduled Amortization of Indebtedness (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 203,274 | |
2,019 | 531,962 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 91,000 | |
Thereafter | 0 | |
Long-term debt, gross | $ 826,236 | $ 766,964 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | ||
Long-term debt, gross | $ 826,236 | $ 766,964 |
Interest Rate Cap [Member] | ||
Derivative [Line Items] | ||
Notional amount | 887,700 | |
Long-term debt, gross | 818,100 | |
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Notional amount | 844,200 | 224,500 |
Cost of derivative | $ 375 | $ 13 |
Interest Rate Cap [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Strike rate | 2.00% | |
Interest Rate Cap [Member] | Minimum [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Strike rate | 3.00% | 5.43% |
Interest Rate Cap [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Strike rate | 11.61% | |
Interest Rate Cap [Member] | Maximum [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Strike rate | 11.61% | 5.78% |
Interest Rate Floor [Member] | ||
Derivative [Line Items] | ||
Notional amount | $ 6,900,000 | |
Interest Rate Floor [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Notional amount | 3,900,000 | |
Cost of derivative | $ 140 | |
Interest Rate Floor [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Floor interest rate | (0.25%) | |
Interest Rate Floor [Member] | Minimum [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Strike rate | 1.00% | |
Interest Rate Floor [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Strike rate | 1.50% | |
Interest Rate Floor [Member] | Maximum [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Strike rate | 1.50% | |
Credit Default Swap [Member] | ||
Derivative [Line Items] | ||
Notional amount | $ 50,000 | |
Maximum exposure | 2,400 | |
Change in market value threshold for settlement | $ 250 | |
Eurodollar Future [Member] | ||
Derivative [Line Items] | ||
Cost of derivative | $ 124 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Significance of current credit spreads to level 3 input considerations | 10.00% | ||
Derivative assets | $ 594 | $ 1,149 | |
Counterparty and Cash Collateral Netting | 370 | 0 | |
Derivative assets | 594 | 1,149 | |
Assets, fair value | 18,718 | 9,556 | |
Gain (Loss) Recognized in Income (Loss) | 7,390 | (1,701) | $ (9,793) |
Unrealized gain (loss) on investment in Ashford Inc. | 9,717 | (1,970) | (7,609) |
Realized gain (loss) on marketable securities | 0 | 0 | 1,068 |
Investment in Affiliate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Counterparty and Cash Collateral Netting | 0 | 0 | |
Non-derivative assets | 18,124 | 8,407 | |
Non-Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | 7,390 | (1,701) | (11,317) |
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 (Loss) | 0 | 0 | (75) |
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 (Loss) | 0 | 0 | 560 |
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 (Loss) | 0 | 0 | 53 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 58 | |
Assets, fair value | 18,124 | 8,465 | |
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 | 18,124 | 8,407 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 224 | 1,091 | |
Assets, fair value | 224 | 1,091 | |
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 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Assets, fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 [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 | 130 | 1,091 | |
Counterparty and Cash Collateral Netting | 12 | 0 | |
Gain (Loss) Recognized in Income (Loss) | (1,113) | 513 | (2,963) |
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 (Loss) | (1,113) | 513 | (2,963) |
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 | 118 | 1,091 | |
Interest Rate Floor [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | 0 | |
Interest Rate Cap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 4 | ||
Counterparty and Cash Collateral Netting | 0 | ||
Gain (Loss) Recognized in Income (Loss) | (371) | (71) | (94) |
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 (Loss) | (371) | (71) | (94) |
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 | ||
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 | 4 | ||
Interest Rate Cap [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | ||
Credit Default Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 460 | ||
Counterparty and Cash Collateral Netting | 358 | ||
Gain (Loss) Recognized in Income (Loss) | (785) | 0 | 0 |
Credit Default Swap [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | (785) | 0 | 0 |
Cost of hedge | 106 | ||
Credit Default Swap [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | ||
Credit Default Swap [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 102 | ||
Credit Default Swap [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | ||
Put Option [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | 0 | 0 | (1,017) |
Call Option [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | 0 | 0 | 23 |
Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 58 | ||
Counterparty and Cash Collateral Netting | 0 | ||
Gain (Loss) Recognized in Income (Loss) | 213 | (17) | (195) |
Future [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | (58) | (173) | (195) |
Future [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 58 | ||
Future [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | ||
Future [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | ||
Derivative [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | (2,056) | 425 | (3,252) |
Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | 7,390 | (1,701) | (9,793) |
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 (Loss) | 0 | 0 | 680 |
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 (Loss) | 0 | 0 | 844 |
Other Income (Expense) [Member] | Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income (Loss) | (271) | (156) | 0 |
Ashford Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) on investment in Ashford Inc. | 9,717 | (1,970) | (7,609) |
Net unrealized gain (loss) on investments | $ 9,717 | (1,970) | (7,609) |
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 (Loss) | $ (1,970) | $ (7,609) | |
LIBOR [Member] | Minimum [Member] | Fair Value, Inputs, Level 2 [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate | 1.564% | ||
LIBOR [Member] | Maximum [Member] | Fair Value, Inputs, Level 2 [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate | 2.184% |
Summary of Fair Value of Fina62
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Financial assets and liabilities measured at fair value: | ||||
Derivative assets, Carrying value | $ 594 | $ 1,149 | ||
Derivative assets, Estimated fair value | 594 | 1,149 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 137,522 | 126,790 | $ 105,039 | $ 171,439 |
Cash and cash equivalents, Estimated fair value | 137,522 | 126,790 | ||
Restricted cash, Carrying value | 47,820 | 37,855 | 33,135 | $ 29,646 |
Restricted cash, Estimated fair value | 47,820 | 37,855 | ||
Accounts receivable, net, Carrying value | 14,334 | 18,194 | ||
Accounts receivable, net, Estimated fair value | 14,334 | 18,194 | ||
Insurance receivable, Carrying value | 8,825 | 0 | ||
Insurance receivable, fair value disclosure | 8,825 | 0 | ||
Note receivable, Carrying value | 8,098 | 8,098 | ||
Due from related party, net, Carrying value | 349 | 377 | ||
Due from related party, net, Estimated Fair Value | 349 | 377 | ||
Due from third-party hotel managers, Carrying value | 4,589 | 7,555 | ||
Due from third-party hotel managers, Estimated fair value | 4,589 | 7,555 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 826,236 | 766,964 | ||
Accounts payable and accrued expenses, Carrying value | 56,803 | 44,791 | ||
Accounts payable and accrued expenses, Estimated fair value | 56,803 | 44,791 | ||
Dividends payable, Carrying value | 8,146 | 5,038 | $ 3,439 | |
Dividends payable, Estimated fair value | 8,146 | 5,038 | ||
Due to affiliate, Carrying Value | 0 | 2,500 | ||
Due to affiliate, Estimated fair value | 0 | 2,500 | ||
Due to third-party hotel managers, Carrying value | 1,709 | 973 | ||
Due to third-party hotel managers, Estimated fair value | 1,709 | 973 | ||
Maximum [Member] | ||||
Financial assets not measured at fair value: | ||||
Note receivable, Estimated fair value | 8,864 | 9,407 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 862,372 | 803,276 | ||
Minimum [Member] | ||||
Financial assets not measured at fair value: | ||||
Note receivable, Estimated fair value | 8,020 | 8,511 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 780,243 | 726,774 | ||
Ashford Trust OP [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from affiliates, Carrying value | 0 | 488 | ||
Due from affiliates, Estimated fair value | 0 | 488 | ||
AQUA U.S. Fund [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from affiliates, Carrying value | 0 | 2,289 | ||
Due from affiliates, Estimated fair value | 0 | 2,289 | ||
Ashford Inc. [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Due to affiliate, Carrying Value | 1,703 | 5,085 | ||
Due to affiliate, Estimated fair value | $ 1,703 | $ 5,085 |
Summary of Fair Value of Fina63
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ 826,236 | $ 766,964 |
Minimum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 1.00% | 5.10% |
Total indebtedness fair value variance from carrying value (as a percent) | 94.40% | 94.80% |
Maximum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 9.50% | 16.20% |
Total indebtedness fair value variance from carrying value (as a percent) | 104.40% | 104.70% |
Commitments and Contingencies64
Commitments and Contingencies (Details) - Leases [Member] $ in Thousands | Dec. 31, 2017USD ($) |
Other Commitments [Line Items] | |
2,018 | $ 3,449 |
2,019 | 3,423 |
2,020 | 3,449 |
2,021 | 3,458 |
2,022 | 3,469 |
Thereafter | 158,176 |
Total | $ 175,424 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)ground_leaseextension | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 16, 2016shares | |
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 | $ 5,900,000 | $ 5,700,000 | $ 4,700,000 | |
Lease rent expense, contingent rent | 2,200,000 | $ 2,000,000 | $ 1,800,000 | |
Capital Commitments [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Capital commitment related to general capital improvement | $ 22,300,000 | |||
Period of capital commitment related to general capital improvement | 12 months | |||
Minimum [Member] | Management Fees [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Monthly minimum property management fee | $ 13,000 | |||
Property management fee | 3.00% | |||
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] | ||||
Property management fee | 2.00% | |||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Apr. 30, 2017 | Oct. 31, 2016 | Jul. 27, 2015 | May 31, 2015 | Mar. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||||||||
Redeemable noncontrolling interests in operating partnership | $ 46,627,000 | $ 59,544,000 | |||||||
Redemption value adjustments | 8,843,000 | 3,691,000 | $ 17,444,000 | ||||||
Noncontrolling Interest in Net Income (Loss) Operating Partnerships, Redeemable | 2,038,000 | 1,899,000 | (393,000) | ||||||
Cash distributions declared | 2,800,000 | 2,300,000 | 2,200,000 | ||||||
Units redeemed value | $ (2,181,000) | $ (1,584,000) | $ (63,343,000) | ||||||
Noncontrolling interest percent | 25.00% | 25.00% | |||||||
Common units redemption (in shares) | 100,000 | ||||||||
Common units redemption | $ 1,600,000 | ||||||||
Summary of the activity of the operating partnership units | |||||||||
Units outstanding at beginning of year (in shares) | 4,943,000 | 4,375,000 | 8,955,000 | ||||||
Units redeemed for shares of common stock (in shares) | (194,000) | (137,000) | (4,245,000) | ||||||
Units redeemed for cash of $5,856 in 2015 (in shares) | 0 | 0 | (345,000) | ||||||
Units outstanding at end of year (in shares) | 4,790,000 | 4,943,000 | 4,375,000 | ||||||
Units convertible/redeemable at end of year (in shares) | 4,028,000 | 4,083,000 | 3,967,000 | ||||||
Long Term Incentive Plan Units [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Units issued (in shares) | 1,100,000 | ||||||||
Units which not have reached full economic parity with common units (in shares) | 6,000 | 141,000 | 6,000 | 3,000 | |||||
Unamortized cost | $ 1,100,000 | ||||||||
Unamortized cost, period of recognition | 2 years 3 months 18 days | ||||||||
Units redeemed value | $ 5,856,000 | ||||||||
Summary of the activity of the operating partnership units | |||||||||
Units issued (in shares) | 149,000 | 4,000 | 10,000 | ||||||
Long Term Incentive Plan Units [Member] | Advisory Services Fee [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Allocated compensation expense | $ 405,000 | $ 1,400,000 | $ 1,300,000 | ||||||
Long Term Incentive Plan Units [Member] | Corporate General and Administrative Expense [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Allocated compensation expense | $ 64,000 | $ 44,000 | $ 101,000 | ||||||
Performance Long Term Incentive Plan Units [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Outstanding (in shares) | 593,000 | ||||||||
Forfeited (in shares) | 389,000 | 0 | 0 | ||||||
Units which not have reached full economic parity with common units (in shares) | 281,000 | 312,000 | |||||||
Unamortized cost | $ 799,000 | ||||||||
Unamortized cost, period of recognition | 2 years | ||||||||
Summary of the activity of the operating partnership units | |||||||||
Units issued (in shares) | 281,000 | 701,000 | 0 | ||||||
Forfeited (in shares) | (389,000) | 0 | 0 | ||||||
Performance Long Term Incentive Plan Units [Member] | Advisory Services Fee [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Allocated compensation expense | $ 1,600,000 | $ 975,000 | $ 0 | ||||||
Operating Partnership Units [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Redemption/conversion of operating partnership units (in shares) | 194,000 | 137,000 | 345,000 | ||||||
Units redeemed value | $ 1,800,000 | $ 1,900,000 | $ 5,900,000 | ||||||
Ashford Prime OP [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Redemption value adjustments | $ 0 | $ 8,900,000 | |||||||
Noncontrolling interest percent | 11.43% | 13.90% | |||||||
Ashford Hospitality Trust, Inc. [Member] | |||||||||
Summary of the activity of the operating partnership units | |||||||||
Distribution of shares (in shares) | 4,100,000 | ||||||||
Fair value at redemption | $ 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) | Mar. 01, 2017USD ($)$ / sharesshares | Jun. 11, 2015USD ($) | Jun. 09, 2015USD ($)$ / sharesshares | Dec. 31, 2017USD ($)hotel$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2017USD ($)hotel$ / sharesshares | Dec. 05, 2017USD ($)$ / shares | Apr. 08, 2016USD ($) | Oct. 27, 2014USD ($) |
Class of Stock [Line Items] | ||||||||||
Issuance of common stock | $ 66,442,000 | $ 0 | $ 3,104,000 | |||||||
Net proceeds from issuance of stock | $ 66,400,000 | |||||||||
Dividends declared - common stock | $ 20,623,000 | $ 12,287,000 | 9,428,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Purchase of common stock | $ 395,000 | $ 39,228,000 | 8,216,000 | |||||||
Noncontrolling interest percent | 25.00% | 25.00% | 25.00% | |||||||
Number of hotel properties with JV interests | hotel | 2 | 2 | ||||||||
Noncontrolling interest in consolidated entities | $ (4,753,000) | $ (5,363,000) | $ (4,753,000) | |||||||
(Income) loss from consolidated entities attributable to noncontrolling interests | (3,264,000) | (3,105,000) | (2,414,000) | |||||||
Accumulated Deficit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Dividends declared - common stock | $ 20,623,000 | $ 12,287,000 | 9,428,000 | |||||||
Purchase of common stock | $ 876,000 | |||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 5,800,000 | 200,000 | ||||||||
Issuance of stock (in dollars per share) | $ / shares | $ 12.15 | $ 15.52 | ||||||||
Issuance of common stock | $ 69,900,000 | |||||||||
Gross proceeds from issuance of stock | $ 3,100,000 | |||||||||
Net proceeds from issuance of stock | $ 3,100,000 | |||||||||
Stock Repurchase Program [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Authorized amount | $ 50,000,000 | $ 50,000,000 | $ 100,000,000 | |||||||
Purchase of common stock (in shares) | shares | 0 | 2,900,000 | 471,000 | 4,300,000 | ||||||
Purchase of common stock | $ 39,000,000 | $ 8,100,000 | $ 63,200,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Price at Grant | |||
Equity-based compensation | $ (166) | $ 721 | $ 2,416 |
Additional Paid-in Capital | |||
Weighted Average Price at Grant | |||
Equity-based compensation | (166) | $ 721 | $ 2,416 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of outstanding restricted shares | 4,100 | ||
Unamortized cost | $ 3,300 | ||
Unamortized cost, period of recognition | 3 years 9 months 18 days | ||
Shares | |||
Outstanding at beginning of year (in shares) | 360,000 | 140,000 | 94,000 |
Granted (in shares) | 198,000 | 309,000 | 45,000 |
Issued in connection with Ashford Trust’s distribution (in shares) | 0 | 0 | 60,000 |
Vested (in shares) | (131,000) | (84,000) | (57,000) |
Forfeited (in shares) | (7,000) | (5,000) | (2,000) |
Outstanding at end of year (in shares) | 420,000 | 360,000 | 140,000 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 12.90 | $ 16.01 | $ 18.11 |
Granted (in dollars per share) | 10.78 | 12.34 | 16.50 |
Issued in connection with Ashford Trust’s distribution (in dollars per share) | 0 | 0 | 14.90 |
Vested (in dollars per share) | 13.05 | 15.98 | 18.66 |
Forfeited (in dollars per share) | 11.81 | 13.82 | 17.50 |
Outstanding at end of year (in dollars per share) | $ 11.87 | $ 12.90 | $ 16.01 |
Restricted Stock [Member] | Advisory Services Fee [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | $ 916 | $ 597 | $ 343 |
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 | 201 | 227 | 153 |
Restricted Stock [Member] | Remington Lodging [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated compensation expense | 92 | $ 71 | $ 0 |
Unamortized cost | $ 228 | ||
Unamortized cost, period of recognition | 1 year 3 months 18 days | ||
Shares | |||
Granted (in shares) | 22,000 | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of outstanding restricted shares | $ 1,100 | ||
Unamortized cost | $ 755 | ||
Unamortized cost, period of recognition | 2 years | ||
Shares | |||
Outstanding at beginning of year (in shares) | 417,000 | 155,000 | 0 |
Granted (in shares) | 119,000 | 262,000 | 155,000 |
Vested (in shares) | 0 | 0 | 0 |
Forfeited (in shares) | (155,000) | 0 | 0 |
Outstanding at end of year (in shares) | 381,000 | 417,000 | 155,000 |
Weighted Average Price at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 14.80 | $ 18.40 | $ 0 |
Granted (in dollars per share) | 10.42 | 12.67 | 18.40 |
Vested (in dollars per share) | 0 | 0 | 0 |
Forfeited (in dollars per share) | 18.40 | 0 | 0 |
Outstanding at end of year (in dollars per share) | $ 11.97 | $ 14.80 | $ 18.40 |
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 | $ 1,400 | ||
Performance Shares [Member] | Additional Paid-in Capital | Advisory Services Fee [Member] | |||
Weighted Average Price at Grant | |||
Equity-based compensation | $ 813 | $ 1,900 | |
Equity Incentive Plan 2013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized to grant (in shares) | 3,250,000 | ||
Shares available for future issuance (in shares) | 820,882 |
5.5% Series A Cumulative Conver
5.5% Series A Cumulative Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Apr. 05, 2017USD ($)shares | Mar. 07, 2017USD ($)$ / sharesshares | Mar. 01, 2017USD ($) | Jun. 11, 2016day | Apr. 26, 2016USD ($)$ / sharesshares | Dec. 04, 2015$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares |
Class of Stock [Line Items] | ||||||||||
Net proceeds from issuance of stock | $ 66,400 | |||||||||
Preferred stock, shares outstanding (in shares) | shares | 4,790,000 | 4,943,000 | 4,375,000 | 8,955,000 | ||||||
Preferred stock conversion rate | 1.3228 | |||||||||
Preferred dividends | $ 6,795 | $ 3,860 | $ 1,986 | |||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock dividend rate | 5.50% | 5.50% | 5.50% | 5.50% | ||||||
Liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||
Issuance of preferred stock (in dollars per share) | $ / shares | $ 20.19 | $ 17.24 | ||||||||
Proceeds from issuance of preferred stock | $ 39,900 | $ 5,000 | ||||||||
Net proceeds from issuance of stock | $ 38,200 | $ 4,200 | ||||||||
Preferred stock, shares outstanding (in shares) | shares | 4,965,850 | 2,890,850 | ||||||||
Average redemption price (in dollars per share) | $ / shares | $ 18.90 | |||||||||
Threshold Consecutive Trading Days | day | 45 | |||||||||
Threshold trading days prior to notice of conversion | 3 days | |||||||||
Issuance of common stock (in shares) | shares | 2,000,000 | 290,850 | ||||||||
Annual preferred stock dividend (in dollars per share) | $ / shares | $ 1.375 | |||||||||
Minimum [Member] | Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percent of conversion price | 110.00% | |||||||||
Over-Allotment Option [Member] | Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Net proceeds from issuance of stock | $ 1,900 | |||||||||
Issuance of common stock (in shares) | shares | 100,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax (expense) benefit at federal statutory income tax rate of 35% | $ 10 | $ (1,928) | $ (1,727) |
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State income tax (expense) benefit, net of federal income tax benefit | $ (100) | $ (172) | $ (117) |
Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act | (10,974) | 0 | 0 |
State and local income tax (expense) benefit on pass-through entity subsidiaries | (87) | (62) | (86) |
Gross receipts and margin taxes | (143) | (98) | (170) |
Benefit of USVI Economic Development Commission credit | 181 | 619 | 0 |
Other | 89 | 58 | (40) |
Valuation allowance | 11,546 | 9 | 1,877 |
Total income tax (expense) benefit | $ 522 | $ (1,574) | $ (263) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 1,354 | $ (231) | $ (1,067) |
State | (217) | (269) | (252) |
Foreign | 0 | 15 | (37) |
Total current | 1,137 | (485) | (1,356) |
Deferred: | |||
Federal | (461) | (1,049) | 953 |
State | (154) | (40) | 140 |
Foreign | 0 | 0 | 0 |
Total deferred | (615) | (1,089) | 1,093 |
Total income tax (expense) benefit | $ 522 | $ (1,574) | $ (263) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||||
Tax intangibles basis greater than book basis | $ 957 | $ 1,227 | ||
Allowance for doubtful accounts | 20 | 30 | ||
Unearned income | 54 | 92 | ||
Unfavorable management contract liability | 0 | 28 | ||
Federal and state net operating losses | 13,911 | 22,866 | ||
Other | 28 | 80 | ||
Accrued expenses | 336 | 349 | ||
Tax property basis greater than book basis | 1,381 | 4,117 | ||
Prepaid expenses | (2,379) | (2,320) | ||
Net deferred tax asset | 14,308 | 26,469 | ||
Valuation allowance | (15,422) | (26,968) | $ (27,022) | $ (3,939) |
Net deferred liability | $ (1,114) | $ (499) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summarizes the changes in the valuation allowance | |||
Balance at beginning of year | $ 26,968 | $ 27,022 | $ 3,939 |
Additions | 104 | 31 | 25,043 |
Deductions | (11,650) | (85) | (1,960) |
Balance at end of year | $ 15,422 | $ 26,968 | $ 27,022 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)hotel$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) | |
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 12 | |||
Net book income before income taxes | $ 27,000 | $ 5,500,000 | $ 6,000,000 | |
Income tax interest and penalties expense | 7,000 | 0 | 0 | |
Income tax interest and penalties accrued | 0 | 0 | ||
Valuation allowance | 15,422,000 | 26,968,000 | 27,022,000 | $ 3,939,000 |
Deferred income tax expense (benefit) | (615,000) | (1,089,000) | 1,093,000 | |
Net operating loss carryforwards | 57,200,000 | |||
Net operating loss carryforwards subject to substantial limitation on use | 54,500,000 | |||
Tax act, one-time tax benefit | $ 216,000 | |||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | ||||
Income Tax Examination [Line Items] | ||||
Number of hotel properties | hotel | 11 | |||
Virgin Islands Bureau of Internal Revenue [Member] | Foreign Tax Authority [Member] | ||||
Income Tax Examination [Line Items] | ||||
Tax holiday amount | $ 20,000 | $ 126,000 | $ 332,000 | |
Benefit of the tax holiday on net income (loss) (in dollars per share) | $ / shares | $ 0 | $ 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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Net income (loss) attributable to the Company | $ 24,920 | $ (1,000) | $ (885) | $ (13) | $ 404 | $ 16,858 | $ 2,188 | $ (134) | $ 23,022 | $ 19,316 | $ (6,712) |
Preferred dividends | (6,795) | (3,860) | (1,986) | ||||||||
Undistributed net income (loss) allocated to common stockholders | (4,357) | 3,022 | (18,126) | ||||||||
Distributed and undistributed net income (loss)—basic | 15,822 | 15,192 | (8,844) | ||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 2,038 | 1,899 | 0 | ||||||||
Distributed and undistributed net income (loss)—diluted | $ 17,860 | $ 17,091 | $ (8,844) | ||||||||
Weighted average common shares outstanding: | |||||||||||
Weighted average common shares outstanding – basic (in shares) | 30,473 | 26,648 | 25,888 | ||||||||
Effect of assumed conversion of operating partnership units (in shares) | 4,233 | 4,470 | 0 | ||||||||
Incentive fee shares | 0 | 77 | 0 | ||||||||
Weighted average common shares outstanding – diluted (in shares) | 38,178 | 31,483 | 31,469 | 27,267 | 25,532 | 33,874 | 32,418 | 28,343 | 34,706 | 31,195 | 25,888 |
Income (loss) per share—basic: | |||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ 0.52 | $ 0.57 | $ (0.34) | ||||||||
Income (loss) per share—diluted: | |||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ 0.65 | $ (0.09) | $ (0.09) | $ (0.07) | $ (0.03) | $ 0.55 | $ 0.04 | $ (0.04) | $ 0.51 | $ 0.55 | $ (0.34) |
Preferred Stock [Member] | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Preferred dividends | $ (6,795) | ||||||||||
Common Stock | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | (20,179) | $ (12,170) | $ (9,282) | ||||||||
Performance Shares [Member] | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | (138) | (122) | (105) | ||||||||
Undistributed net income (loss) allocated to common stockholders | 0 | 27 | 0 | ||||||||
Restricted Stock [Member] | |||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | |||||||||||
Dividends | (267) | (77) | (41) | ||||||||
Undistributed net income (loss) allocated to common stockholders | $ 0 | $ 38 | $ 0 |
Income (Loss) Per Share (Deta76
Income (Loss) Per Share (Details 1) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Total | $ 7,200 | $ 4,124 | $ 1,739 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 6,141 | 3,804 | 8,654 |
Restricted Stock [Member] | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested restricted shares | $ 267 | $ 115 | $ 41 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 77 | 87 | 51 |
Performance Shares [Member] | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Income (loss) allocated to unvested restricted shares | $ 138 | $ 149 | $ 105 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 0 | 55 | 52 |
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 | $ 0 | $ (393) |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 0 | 0 | 6,642 |
Preferred Stock [Member] | |||
Net income (loss) allocated to common stockholders is not adjusted for: | |||
Dividends on preferred stock | $ 6,795 | $ 3,860 | $ 1,986 |
Weighted average diluted shares are not adjusted for: | |||
Antidilutive securities excluded (in shares) | 6,064 | 3,662 | 1,909 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 24, 2017USD ($)term | Jul. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2017USD ($)hotelshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Related Party Transaction [Line Items] | |||||
Number of hotel properties | hotel | 12 | ||||
Term of advisory agreement | 3 years | ||||
Advisory agreement, amount due upon approval | $ 5,000,000 | ||||
Advisory agreement, asset multiplier | 110.00% | ||||
Advisory agreement, growth covenant, base amount | $ 45,000,000 | ||||
Advisory agreement, growth covenant, percent of purchase price of each hotel | 3.75% | ||||
Advisory agreement, growth covenant, minimum net worth | $ 390,000,000 | ||||
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 services fee | $ 9,134,000 | $ 14,955,000 | $ 17,889,000 | ||
Due to affiliate | 0 | 2,500,000 | |||
Lease expense | $ 335,000 | $ 335,000 | $ 99,000 | ||
Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Granted (in shares) | shares | 198,000 | 309,000 | 45,000 | ||
Unamortized cost | $ 3,300,000 | ||||
Unamortized cost, period of recognition | 3 years 9 months 18 days | ||||
Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory agreement, percent of termination fee required in escrow | 100.00% | ||||
Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory agreement, percent of termination fee required in escrow | 50.00% | ||||
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] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly minimum property management fee | $ 13,000 | ||||
Property management fee | 3.00% | ||||
Remington Lodging [Member] | |||||
Related Party Transaction [Line Items] | |||||
Property management fees, including incentive property management fees | $ 1,748,000 | $ 1,503,000 | $ 1,313,000 | ||
Market service and project management fees | 3,972,000 | 2,453,000 | 1,645,000 | ||
Corporate general and administrative expenses | 286,000 | 136,000 | 98,000 | ||
Total | $ 6,006,000 | 4,092,000 | 3,056,000 | ||
Remington Lodging [Member] | Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Granted (in shares) | shares | 22,000 | ||||
Allocated compensation expense | $ 92,000 | 71,000 | 0 | ||
Unamortized cost | $ 228,000 | ||||
Unamortized cost, period of recognition | 1 year 3 months 18 days | ||||
Ashford LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory agreement, base management fee | 0.70% | ||||
Key money asset management fee | 0.70% | ||||
Advisory services fee | $ 9,134,000 | 14,955,000 | 17,889,000 | ||
Ashford LLC [Member] | Base Fee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 8,800,000 | 8,343,000 | 8,648,000 | ||
Ashford LLC [Member] | Reimbursable Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 2,017,000 | 2,798,000 | 1,827,000 | ||
Ashford LLC [Member] | Equity-Based Compensation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | (1,683,000) | 3,814,000 | 3,592,000 | ||
Ashford LLC [Member] | Incentive Management Fee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 0 | 0 | 3,822,000 | ||
Ashford Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | 1,703,000 | 5,085,000 | |||
Key money consideration | $ 2,000,000 | ||||
Ashford Inc. [Member] | Mobile Key App [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount of transaction | 10,000 | ||||
Due to affiliate | 4,000 | ||||
Ashford Inc. [Member] | “Allergy Friendly” Premium Rooms [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount of transaction | 45,000 | ||||
Due to affiliate | 45,000 | ||||
Ashford Inc. [Member] | Mortgage Placement Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount of transaction | 224,000 | ||||
Due to affiliate | 0 | ||||
Ashford Inc. [Member] | Advisory Services and Hotel Services Fees Payable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliate | 1,700,000 | ||||
Ashford Trust OP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from affiliates | $ 0 | $ 488,000 | |||
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 | 3 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2017hotel | |
Concentration Risk [Line Items] | |
Number of hotel properties | 12 |
Revenues [Member] | Generated Excess of 10% of Total [Member] | |
Concentration Risk [Line Items] | |
Number of hotel properties | 3 |
Concentration risk | 36.00% |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 92,556 | $ 108,119 | $ 116,092 | $ 97,296 | $ 93,977 | $ 99,651 | $ 112,432 | $ 99,797 | $ 414,063 | $ 405,857 | $ 349,545 |
Total operating expenses | 82,957 | 98,533 | 103,685 | 90,046 | 80,051 | 88,404 | 101,917 | 88,344 | 375,221 | 358,716 | 303,569 |
OPERATING INCOME (LOSS) | 9,599 | 9,586 | 12,407 | 7,250 | 13,926 | 11,247 | 10,515 | 11,453 | 38,842 | 47,141 | 45,976 |
Net income (loss) | 28,444 | (217) | 386 | (289) | 845 | 21,322 | 2,292 | (139) | 28,324 | 24,320 | |
Net income (loss) attributable to the Company | 24,920 | (1,000) | (885) | (13) | 404 | 16,858 | 2,188 | (134) | 23,022 | 19,316 | (6,712) |
Net income (loss) attributable to common stockholders | $ 23,212 | $ (2,707) | $ (2,592) | $ (1,686) | $ (590) | $ 15,864 | $ 1,210 | $ (1,028) | $ 16,227 | $ 15,456 | $ (8,698) |
Diluted income (loss) attributable to common stockholders per share (in dollars per share) | $ 0.65 | $ (0.09) | $ (0.09) | $ (0.07) | $ (0.03) | $ 0.55 | $ 0.04 | $ (0.04) | $ 0.51 | $ 0.55 | $ (0.34) |
Weighted average diluted common shares (in shares) | 38,178 | 31,483 | 31,469 | 27,267 | 25,532 | 33,874 | 32,418 | 28,343 | 34,706 | 31,195 | 25,888 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Millions | Feb. 12, 2018USD ($)aroom | Dec. 31, 2017hotel |
Subsequent Event [Line Items] | ||
Number of rooms | hotel | 3,574 | |
Subsequent Event [Member] | Ritz-Carlton Sarasota, Florida [Member] | ||
Subsequent Event [Line Items] | ||
Number of rooms | room | 266 | |
Consideration transferred | $ 171 | |
Subsequent Event [Member] | 22 Acre Plot of Vacant Land [Member] | ||
Subsequent Event [Line Items] | ||
Consideration transferred | $ 9.7 | |
Area of land | a | 22 |
Schedule III - Real Estate an82
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 826,236 | |||
Initial Cost of Land | 344,937 | |||
Initial Cost of FF&E, Buildings and improvements | 949,955 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 108,218 | |||
Gross Carrying Amount At Close of Period, Land | 344,937 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 1,058,173 | |||
Gross Carrying Amount At Close of Period, Total | 1,403,110 | $ 1,258,412 | $ 1,315,621 | $ 1,179,345 |
Accumulated Depreciation | 257,268 | $ 243,880 | $ 224,142 | $ 189,042 |
Washington DC Hilton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 123,578 | |||
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 | 32,996 | |||
Gross Carrying Amount At Close of Period, Land | 45,721 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 139,241 | |||
Gross Carrying Amount At Close of Period, Total | 184,962 | |||
Accumulated Depreciation | 47,278 | |||
La Jolla, CA Hilton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 66,432 | |||
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 | 18,597 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 133,211 | |||
Gross Carrying Amount At Close of Period, Total | 133,211 | |||
Accumulated Depreciation | 44,992 | |||
Seattle, WA Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 85,833 | |||
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 | 7,633 | |||
Gross Carrying Amount At Close of Period, Land | 31,888 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 119,809 | |||
Gross Carrying Amount At Close of Period, Total | 151,697 | |||
Accumulated Depreciation | 34,599 | |||
Philadelphia PA Courtyard By Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 77,471 | |||
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 | 21,808 | |||
Gross Carrying Amount At Close of Period, Land | 9,814 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 115,837 | |||
Gross Carrying Amount At Close of Period, Total | 125,651 | |||
Accumulated Depreciation | 40,598 | |||
San Francisco CA Courtyard By Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 87,163 | |||
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 | 25,525 | |||
Gross Carrying Amount At Close of Period, Land | 22,653 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 98,256 | |||
Gross Carrying Amount At Close of Period, Total | 120,909 | |||
Accumulated Depreciation | 24,450 | |||
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 | 4,323 | |||
Gross Carrying Amount At Close of Period, Land | 59,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 37,334 | |||
Gross Carrying Amount At Close of Period, Total | 97,065 | |||
Accumulated Depreciation | 9,731 | |||
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 | 4,200 | |||
Gross Carrying Amount At Close of Period, Land | 12,631 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 144,569 | |||
Gross Carrying Amount At Close of Period, Total | 157,200 | |||
Accumulated Depreciation | 14,824 | |||
Tampa FL Renaissance [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 35,259 | |||
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 | 10,466 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 79,645 | |||
Gross Carrying Amount At Close of Period, Total | 79,645 | |||
Accumulated Depreciation | 24,403 | |||
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 | (359) | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 63,825 | |||
Gross Carrying Amount At Close of Period, Total | 63,825 | |||
Accumulated Depreciation | 6,034 | |||
Yountville CA, Hotel Yountville [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 51,000 | |||
Initial Cost of Land | 47,849 | |||
Initial Cost of FF&E, Buildings and improvements | 48,567 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 168 | |||
Gross Carrying Amount At Close of Period, Land | 47,849 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 48,735 | |||
Gross Carrying Amount At Close of Period, Total | 96,584 | |||
Accumulated Depreciation | 1,674 | |||
Beaver Creek, CO Park Hyatt [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 67,500 | |||
Initial Cost of Land | 89,117 | |||
Initial Cost of FF&E, Buildings and improvements | 56,383 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 608 | |||
Gross Carrying Amount At Close of Period, Land | 89,117 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 56,991 | |||
Gross Carrying Amount At Close of Period, Total | 146,108 | |||
Accumulated Depreciation | 2,456 | |||
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 | (17,747) | |||
Gross Carrying Amount At Close of Period, Land | 25,533 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 20,720 | |||
Gross Carrying Amount At Close of Period, Total | 46,253 | |||
Accumulated Depreciation | $ 6,229 |
Schedule III - Real Estate an83
Schedule III - Real Estate and Accumulated Depreciation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investment in Real Estate: | |||
Beginning balance | $ 1,258,412 | $ 1,315,621 | $ 1,179,345 |
Additions | 287,871 | 24,280 | 146,828 |
Write-offs | (6,935) | (11,977) | (8,609) |
Impairment | (25,391) | 0 | 0 |
Sales/Disposals | (110,847) | (69,512) | (1,943) |
Ending balance | 1,403,110 | 1,258,412 | 1,315,621 |
Accumulated Depreciation: | |||
Beginning balance | 243,880 | 224,142 | 189,042 |
Depreciation expense | 52,135 | 45,716 | 43,780 |
Impairment | 0 | 0 | 0 |
Write-offs | (6,935) | (11,977) | (8,609) |
Sales/Disposals | (31,812) | (14,001) | (71) |
Ending balance | 257,268 | 243,880 | 224,142 |
Investment in Real Estate, net | $ 1,145,842 | $ 1,014,532 | $ 1,091,479 |
Schedule III - Real Estate an84
Schedule III - Real Estate and Accumulated Depreciation - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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 |