Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ashford Inc. | |
Entity Central Index Key | 1604738 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,986,259 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $24,916 | $29,597 |
Restricted cash | 5,934 | 3,337 |
Prepaid expenses and other | 1,412 | 1,360 |
Due from Ashford Trust OP, net | 9,185 | 8,202 |
Due from Ashford Prime OP | 2,829 | 2,546 |
Total current assets | 44,276 | 45,042 |
Furniture, fixtures and equipment, net | 4,525 | 4,188 |
Total assets | 48,801 | 49,230 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,179 | 9,307 |
Due to affiliates | 483 | 1,313 |
Deferred compensation plan | 221 | 175 |
Other liabilities | 5,934 | 3,337 |
Total current liabilities | 12,817 | 14,132 |
Deferred compensation plan | 24,990 | 19,780 |
Total liabilities | 37,807 | 33,912 |
Commitments and contingencies (Note 5) | ||
Redeemable noncontrolling interests in Ashford LLC | 535 | 424 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 1,986,851 shares issued and 1,986,369 and 1,986,851 shares outstanding at March 31, 2015 and December 31, 2014, respectively | 20 | 20 |
Additional paid-in capital | 229,284 | 228,003 |
Accumulated deficit | -217,931 | -213,042 |
Treasury stock, at cost, 482 shares at March 31, 2015 | -64 | 0 |
Total stockholders’ equity of the Company | 11,309 | 14,981 |
Noncontrolling interests in consolidated entities | -850 | -87 |
Total equity | 10,459 | 14,894 |
Total liabilities and equity | 48,801 | 49,230 |
Series A Preferred Stock [Member] | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Series A cumulative preferred stock, no shares issued and outstanding at March 31, 2015 and December 31, 2014 | $0 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 1,986,851 | 1,986,851 |
Common stock, shares outstanding (in shares) | 1,986,369 | 1,986,851 |
Treasury stock (in shares) | 482 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.01 | |
Preferred stock, shares authorized (in shares) | 2,000,000 | |
Series A, shares issued (in shares) | 0 | 0 |
Series A, shares outstanding (in shares) | 0 | 0 |
Condensed_Statements_of_Operat
Condensed Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Advisory services | $12,923 | $2,312 |
Other | 195 | 0 |
Total revenue | 13,118 | 2,312 |
Expenses | ||
Salaries and benefits | 17,493 | 10,110 |
Depreciation | 129 | 87 |
General and administrative | 3,880 | 913 |
Total expenses | 21,502 | 11,110 |
Loss before income taxes | -8,384 | -8,798 |
Income tax expense | -1,454 | -15 |
Net loss | -9,838 | -8,813 |
Loss from consolidated entities attributable to noncontrolling interests | 763 | 0 |
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | 21 | 0 |
Net loss attributable to the Company | -9,054 | -8,813 |
Comprehensive loss attributable to the Company | ($9,054) | ($8,813) |
Loss attributable to common stockholders - basic and diluted | ($4.57) | ($4.45) |
Weighted average common shares outstanding – basic and diluted | 1,982 | 1,981 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statement of Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Noncontrolling Interests in Consolidated Entities | Redeemable Noncontrolling Interests in Ashford LLC |
Share data in Thousands | |||||||
Beginning balance at Dec. 31, 2014 | $424,000 | $424,000 | |||||
Beginning balance at Dec. 31, 2014 | 14,894,000 | 20,000 | 228,003,000 | -213,042,000 | 0 | -87,000 | |
Beginning balance (shares) at Dec. 31, 2014 | 1,987 | 0 | |||||
Purchase of treasury stock, shares | 0 | ||||||
Purchase of treasury stock, value | -64,000 | -64,000 | |||||
Equity-based compensation | 951,000 | ||||||
Equity-based compensation | 4,297,000 | ||||||
Equity-based compensation | 5,248,000 | ||||||
Excess tax benefit on stock-based compensation | 853,000 | 853,000 | |||||
Employee advances | -523,000 | -523,000 | |||||
Redemption value adjustment | -132,000 | -132,000 | |||||
Redemption value adjustment | 132,000 | ||||||
Net loss attributable to the Company | -9,054,000 | -9,054,000 | |||||
Loss from consolidated entities attributable to noncontrolling interests | -763,000 | -763,000 | |||||
Net loss excluding redeemable noncontrolling interests | -9,817,000 | ||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | -21,000 | -21,000 | |||||
Ending balance at Mar. 31, 2015 | 535,000 | 535,000 | |||||
Ending balance at Mar. 31, 2015 | $10,459,000 | $20,000 | $229,284,000 | ($217,931,000) | ($64,000) | ($850,000) | |
Ending balance (shares) at Mar. 31, 2015 | 1,987 | 0 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities | ||
Net loss | ($9,838) | ($8,813) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 129 | 87 |
Straight-line rent amortization | 0 | -16 |
Non-cash deferred compensation expense | 5,256 | 0 |
Equity-based compensation | 5,248 | 4,527 |
Excess tax benefit on equity-based compensation | -853 | 0 |
Changes in operating assets and liabilities: | ||
Restricted cash | -2,597 | 0 |
Prepaid expenses and other | -699 | 75 |
Due from Ashford Trust OP, net | -336 | 0 |
Due from Ashford Prime OP | -283 | -1,255 |
Accounts payable and accrued expenses | -2,316 | -4,338 |
Due to affiliates | -448 | 244 |
Other liabilities | 2,597 | 0 |
Net cash used in operating activities | -4,140 | -9,489 |
Cash Flows from Investing Activities | ||
Additions to furniture, fixtures and equipment | -807 | -475 |
Net cash used in investing activities | -807 | -475 |
Cash Flows from Financing Activities | ||
Excess tax benefit on equity-based compensation | 853 | 0 |
Purchase of treasury shares | -64 | 0 |
Employee advances | -523 | 0 |
Contributions from owner | 0 | 10,962 |
Net cash provided by financing activities | 266 | 10,962 |
Net change in cash | -4,681 | 998 |
Cash at beginning of year | 29,597 | 600 |
Cash at end of year | 24,916 | 1,598 |
Supplemental Cash Flow Information | ||
Interest paid | 0 | 0 |
Income taxes paid | 534 | 0 |
Supplemental Disclosure of Non Cash Investing and Financing Activities | ||
Non-cash contributions associated with non-cash compensation | 0 | 4,527 |
Non-cash dividends associated with deferred compensation plan | 0 | 183 |
Non-cash contributions associated with deferred compensation plan | 0 | 180 |
Non-cash dividends declared but not paid | 0 | 183 |
Capital expenditures accrued but not paid | $189 | $387 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business |
Ashford Inc. is a Delaware corporation formed on April 2, 2014 that provides asset management and advisory services to Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Ashford Hospitality Prime, Inc. (“Ashford Prime”). Ashford Trust commenced operating in August 2003 and is focused on investing in the hospitality industry across all segments and in all methods including direct real estate, equity, securities and debt. Ashford Prime invests primarily in high revenue per available room luxury, upper-upscale and upscale hotels and resorts, predominantly located in gateway markets. Ashford Prime became a publicly traded entity in November 2013 upon the completion of its spin-off from Ashford Trust. Each of Ashford Trust and Ashford Prime is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code (“Code”), and the common stock of each of Ashford Trust and Ashford Prime is traded on the NYSE. The common stock of Ashford Inc. is listed on the NYSE MKT Exchange. | |
Ashford Inc. was formed through a spin-off of Ashford Trust’s asset management business in November 2014. The spin-off was completed by means of a distribution of common stock of Ashford Inc. and common units of Ashford Hospitality Advisors LLC (“Ashford LLC”), a Delaware limited liability company formed on April 5, 2013. Ashford LLC had no operations until November 19, 2013, the date of the Ashford Prime spin-off. As part of the Ashford Inc. spin-off from Ashford Trust, Ashford LLC became a subsidiary of Ashford Inc. on November 12, 2014. Ashford Inc. conducts its business and owns substantially all of its assets through Ashford LLC. | |
The spin-off of Ashford Inc. was completed on November 12, 2014, with a pro rata taxable distribution of Ashford Inc.’s common stock to Ashford Trust stockholders of record as of November 11, 2014. The distribution was comprised of one share of Ashford Inc. common stock for every 87 shares of Ashford Trust common stock held by the Ashford Trust common stockholders. In addition, for each common unit of Ashford Trust OP, the holder received one common unit of Ashford LLC. Each holder of common units of Ashford LLC could exchange up to 99% of those units for shares of Ashford Inc. stock at the rate of one share of Ashford Inc. common stock for every 55 common units. Immediately following the completion of the exchange offer, Ashford LLC effected a reverse split of its common units such that each common unit was automatically converted into 1/55 of a common unit. The distribution was completed on October 7, 2014, and the exchange and reverse split were completed on November 12, 2014. Following the spin-off, Ashford Trust continues to hold approximately 598,000 shares of Ashford Inc. common stock for the benefit of its common stockholders, which represented an approximate 30% ownership interest in Ashford Inc. at the time of the spin-off. In connection with the spin-off, we entered into a 20-year advisory agreement with Ashford Trust. | |
Ashford Investment Management, LLC (“AIM”) is an indirect subsidiary of the Company, established as an investment adviser to any private securities funds sponsored by us or our affiliates (the “Funds”). AIM became a registered investment adviser with the Securities and Exchange Commission on January 5, 2015. AIM REHE Funds GP, LP (“AIM GP”), or an affiliate of AIM GP, serves as the general partner of any Funds. AIM Management Holdco, LLC (“Management Holdco”) owns 100% of AIM. We, through Ashford LLC, own approximately 60% of Management Holdco, and Mr. Monty J. Bennett, our chief executive officer and chairman of our board of directors, and Mr. J. Robison Hays, III, our chief strategy officer and a member of our board of directors, own, in the aggregate, 40% of Management Holdco. AIM Performance Holdco, LP (“Performance Holdco”) owns 99.99% of AIM GP with the remaining 0.01% general partner interest owned by our wholly owned subsidiary, AIM General Partner, LLC. We, through Ashford LLC and our 100% ownership interest in AIM General Partner, LLC, own approximately 60% of Performance Holdco, and Mr. Monty J. Bennett and Mr. J. Robison Hays, III own, in the aggregate, 40% of Performance Holdco. AIM, AIM GP, Management Holdco, Performance Holdco and AIM General Partner, LLC are all consolidated by Ashford Inc. as it has control. | |
AIM currently serves as investment adviser to AIM Real Estate Hedged Equity (U.S.) Fund, LP, AIM Real Estate Hedged Equity (Cayman) Fund, Ltd. and AIM Real Estate Hedged Equity Master Fund, LP (collectively the “REHE Fund”), a master-feeder private fund focused on investing in the securities of companies in the real estate, hospitality and leisure industries. AIM also serves as the investment adviser to Ashford Trust and Ashford Prime. AIM GP serves as the general partner to AIM Real Estate Hedged Equity (U.S.) Fund, LP and AIM Real Estate Hedged Equity Master Fund, LP. As such, it is entitled to receive a performance allocation, which is earned annually and equals 15% to 20% of positive changes in the capital account balance of each limited partner. AIM GP accounts for its investment in the aforementioned funds under the equity method of accounting. As of March 31, 2015, its investment balance in each fund was $0. | |
The accompanying financial statements reflect the operations of our asset and investment management business that provided asset and investment management, accounting and legal services to Ashford Trust, Ashford Prime and the REHE Fund. In this report, the terms the “Company,” “we,” “us” or “our” refers to Ashford Inc. and all entities included in its financial statements. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies |
Basis of Presentation and Principles of Consolidation and Combination—The accompanying consolidated financial statements, subsequent to our spin-off, include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant inter-company accounts and transactions between these entities have been eliminated in these historical consolidated financial statements. | |
For periods prior to the spin-off, the accompanying historical financial statements of Ashford Inc. have been “carved out” of Ashford Trust’s consolidated financial statements and reflect significant assumptions and allocations. These financial statements were prepared by combining the financial position and results of operations of Ashford LLC and certain assets, liabilities and operations of Ashford Trust OP (both Ashford LLC and Ashford Trust OP were under common control) related to certain activities that were historically accounted for by Ashford Trust. These activities include asset management, accounting and legal services to Ashford Trust and Ashford Prime. In addition, the combined statements of operations and comprehensive loss include allocations of general and administrative expenses from Ashford Trust, which in the opinion of management, are reasonable. All significant inter-company accounts and transactions between combined entities were eliminated. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows. | |
Since the Company was a consolidated subsidiary of Ashford Trust and there was no advisory agreement between Ashford Trust and the Company, the accompanying statements of operations and comprehensive loss do not report revenue associated with its management and advisory services provided to Ashford Trust for the historical periods presented prior to its spin-off on November 12, 2014. It does include revenue associated with the advisory services provided to Ashford Prime for all periods presented. | |
The accompanying historical unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |
Use of Estimates—The preparation of these 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 represents reserves for casualty insurance claims and the associated ancillary costs. At the beginning of each year, Ashford Inc.’s Risk Management department collects funds, from the Ashford Trust/Prime properties and their respective management companies, of an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The offset to restricted cash amounts is included in other liabilities. For purposes of the statements of cash flows, changes in restricted cash caused by using such funds are shown as operating activities. | |
Noncontrolling Interests—The redeemable noncontrolling interests in Ashford LLC represent the members’ proportionate share of equity in earnings/losses of Ashford LLC, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these members’ common unit holdings throughout the period. The redeemable noncontrolling interests in Ashford LLC is classified in the mezzanine section of the balance sheets as these redeemable operating units do not meet the requirements for equity classification prescribed by the authoritative accounting guidance because the redemption feature requires the delivery of cash or registered shares at our option. The carrying value of the noncontrolling interests in Ashford LLC is based on the greater of the accumulated historical cost or the redemption value. | |
The noncontrolling interests in consolidated entities represents noncontrolling ownership interests of 40% in one entity and 100% in another entity, in each case at each of March 31, 2015 and December 31, 2014. | |
We hold a variable interest, in the form of a note receivable, in the consolidated entity in which the noncontrolling interest holder has a 100% interest. Variable Interest Entities (“VIE”), as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. As we meet the conditions above, we are considered the primary beneficiary of the entity and therefore we consolidate it. As of March 31, 2015 and December 31, 2014, the note receivable had an outstanding balance of $1.2 million and $420,000, respectively, which is eliminated in consolidation. | |
Revenue Recognition—Revenues primarily consist of advisory and investment management fees and expense reimbursements that are recognized when services have been rendered. Advisory fees consist of base management fees and incentive fees. The quarterly base fee is equal to 0.70% per annum of the total market capitalization of Ashford Prime and Ashford Trust, as defined in the advisory agreements, subject to certain minimums. Reimbursements for overhead, travel expenses, risk management and internal audit services are recognized when services have been rendered. We also record advisory revenue for equity grants of Ashford Prime and Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well an offsetting expense in an equal amount included in “salaries and benefits.” The incentive fee is earned annually in each year that Ashford Prime’s and/or Ashford Trust’s total stockholder return exceeds the total stockholder return for each company’s respective peer group, subject to the FCCR condition, as defined in the advisory agreements. The investment management fee is equal to 1.5% to 2.0% of the beginning quarterly capital account balance of each limited partner. | |
Salaries and Benefits—Salaries and benefits are expensed as incurred. Prior to the spin-off, salaries and benefits included an allocation of 100% of salaries and benefits of the employees of Ashford Trust and an allocation of 100% of employee equity-based compensation from Ashford Trust. All such expenses were allocated to Ashford Inc. because these expenses have historically been incurred by the asset management business of Ashford Trust. In the opinion of management, such allocations were considered reasonable. Salaries and benefits also includes expense for equity grants of Ashford Prime and Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. There is an offsetting amount, included in “advisory services” revenue. | |
General and Administrative Expense—General and administrative costs are expensed as incurred. Prior to the spin-off, general and administrative expense represents an allocation of certain Ashford Trust OP corporate general and administrative costs including rent expense, insurance expense, office expenses and other miscellaneous expenses either based upon specific identification or an allocation method determined by management to reflect the portion of the expenses related to Ashford Inc. With the exception of audit fees, these costs were allocated 100% to Ashford Inc. as management believes these costs were directly incurred by Ashford Trust in connection with its asset management business and will be ongoing costs of Ashford Inc. Audit fees were allocated based on management’s estimate of the audit costs incurred to audit the activities of Ashford Trust’s asset management business. In the opinion of management, such allocations were considered reasonable. | |
Depreciation—Our furniture, fixtures and equipment and computer software are depreciated over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related assets. Presently, our furniture and equipment are depreciated using the straight-line method over a five year life and computer software placed into service is amortized on a straight-line basis over estimated useful lives ranging from three to five years. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net loss as well as resulting gains or losses on potential sales. | |
Equity-Based Compensation—Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Ashford Prime in connection with providing advisory services that result in expense, included in “salaries and benefits,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services fee.” | |
Prior to the spin-off, all equity-based compensation of Ashford Trust employees was allocated to the Company as all Ashford Trust employees became employees of the Company. | |
Other Comprehensive Loss—As there are no transactions requiring presentation in other comprehensive loss, but not in net loss, the Company’s net loss equates to other comprehensive loss. | |
Due to Affiliates—Due to affiliates represents current payables resulting from general and administrative expense and furniture, fixture and equipment reimbursements. Due to affiliates is generally settled within a period not exceeding one year. | |
Due from Ashford Prime OP—Due from Ashford Prime OP represents current receivables related to the advisory services fee and reimbursable expenses. Due from Ashford Prime OP is generally settled within a period not exceeding one year. | |
Due to/from Ashford Trust OP, net—Due to/from Ashford Trust OP, net, represents current receivables and payables resulting primarily from costs associated with our spin-off as well as receivables related to the advisory services fee and reimbursable expenses. Due to/from Ashford Trust OP, net is generally settled within a period not exceeding one year. | |
Income (Loss) Per Share—For periods prior to the spin-off, basic income (loss) per share was calculated by dividing net loss attributable to the Company by the 2.0 million shares of common stock outstanding upon the completion of the distribution including 4,000 shares for initial grants to the five independent members of our board of directors (in the aggregate) and excluding 5,000 unvested restricted shares. For the three months ended March 31, 2014, the diluted loss per share was calculated by dividing the net loss attributable to the Company by 2.0 million shares which excludes 10,000 shares comprised of 5,000 unvested restricted shares and 5,000 shares issuable on the conversion of Ashford LLC common units held by Ashford LLC unit holders as the effect of including these shares would have been anti-dilutive. | |
For periods after the spin-off, basic income (loss) per common share is calculated by dividing net income (loss) attributable to the Company 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. | |
Deferred Compensation Plan—Effective January 1, 2008, Ashford Trust established a nonqualified deferred compensation plan (“DCP”) for certain executive officers, which was assumed by the Company in connection with the separation from Ashford Trust. The plan allows participants to defer up to 100% of their base salary and bonus and select an investment fund for measurement of the deferred compensation obligation. In connection with our spin-off and the assumption of the DCP obligation by the Company, the DCP was modified to give the participants various investment options, including Ashford Inc. common stock, for measurement that can be changed by the participant at any time. These modifications resulted in the DCP obligation being recorded as a liability in accordance with the applicable authoritative accounting guidance. Distributions under the DCP are made in cash, unless the participant has elected Ashford Inc. common stock as the investment option, in which case any such distributions would be made in Ashford Inc. common stock. Additionally, the DCP obligation is carried at fair value with changes in fair value reflected in “salaries and benefits” in our statements of operations and comprehensive loss. | |
Income Taxes—The Company is subject to federal and state corporate income taxes. In accordance with authoritative accounting guidance, we account for income taxes 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. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. | |
Prior to the spin-off, the Company’s taxable income was “carved out” of Ashford Trust OP, a partnership, and Ashford LLC, its wholly-owned disregarded limited liability company, neither of which are subject to U.S. federal income taxes. Rather, the partnership’s revenues and expenses passed through and were taxed to the owners. Therefore, the Company did not provide for federal income taxes. Partnerships are subject to the Texas Margin Tax. In accordance with authoritative accounting guidance, we provided for the Texas Margin Tax. Income tax expense was calculated on a separate stand-alone basis, although the Company’s operations were historically included in the tax returns filed by Ashford Trust OP of which the Company’s business was a part. | |
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 2014 remain subject to potential examination by certain federal and state taxing authorities. | |
The relationship of our income tax expense to book income results in a negative effective tax rate. The rate reflects the effects of permanent differences and the change in the valuation allowance on our deferred tax assets. The portion of equity-based compensation expense related to LTIP units granted to Ashford Trust employees prior to the spin-off is not deductible for income tax purposes and is accounted for as a permanent difference. As of March 31, 2015, we have recorded a valuation allowance of $10.5 million against our deferred tax assets. This valuation allowance is the result of uncertainties regarding the future realization of deductible temporary differences. Such uncertainties are attributable to the timing and amount of future reversals of deductible temporary differences, as well as cumulative operations of the company from the date of the spin-off through March 31, 2015. The analysis utilized determining the valuation allowance involves considerable management judgment and assumptions. | |
At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full year. This estimate reflects, among other items, our estimate of operating results. In determining our estimated effective tax rate, we do not include the estimated impact of unusual and/or infrequent items, which may cause variations in the customary relationship between income tax expense and income before taxes. | |
Recently Issued Accounting Standards—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 is effective in fiscal periods beginning after December 15, 2016. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our financial statements and related disclosures. We have not yet selected a transition method. | |
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure requirements. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows. | |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the effect of the ASU on our financial statements and related disclosures. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Fair Value Disclosures [Abstract] | ||||||||
Fair Value Measurements | Fair Value Measurements | |||||||
Fair Value Hierarchy—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. | ||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||
The deferred compensation plan liability had a fair value of $25.2 million and $20.0 million at March 31, 2015 and December 31, 2014, respectively. The fair value of the deferred compensation plan is carried at fair value based on the closing prices of the underlying investments. This is considered a Level 1 valuation technique. | ||||||||
Effect of Fair Value Measured Liabilities on Statements of Operations and Comprehensive Loss | ||||||||
The following table summarizes the effect of fair value measured liabilities on the statements of operations and comprehensive loss (in thousands): | ||||||||
Loss Recognized | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Liabilities | ||||||||
Deferred compensation plan | $ | (5,256 | ) | (1) | $ | — | ||
________ | ||||||||
(1) | Reported as a component of “salaries and benefits” in the statement of operations and comprehensive loss. |
Summary_of_Fair_Value_of_Finan
Summary of Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||||||
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments | ||||||||||||||||
Some of our financial instruments are not measured at fair value on a recurring basis. 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): | |||||||||||||||||
31-Mar-15 | December 31, 2014 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Value | Fair Value | Value | Fair Value | ||||||||||||||
Financial liabilities measured at fair value: | |||||||||||||||||
Deferred compensation plan | $ | 25,211 | $ | 25,211 | $ | 19,955 | $ | 19,955 | |||||||||
Financial assets not measured at fair value: | |||||||||||||||||
Financial assets: | |||||||||||||||||
Cash and cash equivalents | $ | 24,916 | $ | 24,916 | $ | 29,597 | $ | 29,597 | |||||||||
Restricted cash | 5,934 | 5,934 | 3,337 | 3,337 | |||||||||||||
Due from Ashford Trust OP, net | 9,185 | 9,185 | 8,202 | 8,202 | |||||||||||||
Due from Ashford Prime OP | 2,829 | 2,829 | 2,546 | 2,546 | |||||||||||||
Financial liabilities not measured at fair value: | |||||||||||||||||
Financial liabilities: | |||||||||||||||||
Accounts payable and accrued expenses | $ | 6,179 | $ | 6,179 | $ | 9,307 | $ | 9,307 | |||||||||
Due to affiliates | 483 | 483 | 1,313 | 1,313 | |||||||||||||
Other liabilities | 5,934 | 5,934 | 3,337 | 3,337 | |||||||||||||
Deferred compensation plan. The liability resulting from the deferred compensation plan is carried at fair value based on the closing prices of the underlying investments. This is considered a Level 1 valuation technique. | |||||||||||||||||
Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying values approximate fair value due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. | |||||||||||||||||
Due from Ashford Trust OP, net, due from Ashford Prime OP, accounts payable and accrued expenses, due to affiliates and other liabilities. 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Litigation—The Company is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for 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 upon the financial position or results of operations of the Company. However, the final results of legal proceedings cannot be predicted with certainty and if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s financial position or results of operations could be materially adversely affected in future periods. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
In connection with our spin-off from Ashford Trust on November 12, 2014, we entered into an advisory agreement with Ashford Trust OP. The quarterly base fee is equal to 0.70% per annum of the total market capitalization, as defined in the advisory agreement, of Ashford Trust, subject to a minimum quarterly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Reimbursement for overhead and internal audit, insurance claims advisory and asset management services, including compensation, benefits and travel expense reimbursements, are billed quarterly to Ashford Trust based on a pro rata allocation as determined by the ratio of Ashford Trust’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Ashford Prime. We will also record advisory revenue for equity grants of Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well an offsetting expense in an equal amount included in “salaries and benefits.” We are also entitled to an incentive fee that is earned annually in each year that Ashford Trust’s total stockholder return exceeds the total stockholder return for Ashford Trust’s peer group, as defined in the advisory agreement. | |
For the three months ended March 31, 2015, we recorded advisory services revenue of $9.7 million from Ashford Trust OP. The advisory services revenue was comprised of a base advisory fee of $8.0 million, reimbursable overhead and internal audit, insurance claims advisory and asset management services of $1.5 million and equity-based compensation of $171,000 associated with equity grants of Ashford Trust’s common stock and LTIP units awarded to our officers and employees. No incentive management fee was earned for the three months ended March 31, 2015. We also recorded other revenue of $195,000 related to non-advisory expense reimbursements from Ashford Trust. At March 31, 2015 and December 31, 2014, we had a net receivable of $9.2 million and $8.2 million, respectively, from Ashford Trust OP associated with reimbursable expenses in connection with the spin-off and the advisory services fee discussed above. | |
On November 19, 2013, Ashford LLC entered into an advisory agreement with Ashford Prime OP. In connection with our separation from Ashford Trust, Ashford LLC became our operating company, and we assumed the advisory agreement with Ashford Prime OP. The quarterly base fee is equal to 0.70% per annum of the total market capitalization, as defined in the advisory agreement, of Ashford Prime, subject to a quarterly minimum base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Reimbursement for overhead and internal audit, insurance claims advisory and asset management services, including compensation, benefits and travel expense reimbursements, are billed quarterly to Ashford Prime based on a pro rata allocation as determined by the ratio of Ashford Prime’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Ashford Prime.We also record advisory revenue for equity grants of Ashford Prime common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well an offsetting expense in an equal amount included in “salaries and benefits.” We are also entitled to an incentive fee that is earned annually in each year that Ashford Prime’s total stockholder return exceeds the total stockholder return for Ashford Prime’s peer group, as defined in the advisory agreement. | |
For the three months ended March 31, 2015 and 2014, we recorded revenues of $3.2 million and $2.3 million, respectively, from Ashford Prime. During the three months ended March 31, 2015, advisory services revenue was comprised of a base advisory fee of $2.2 million, reimbursable overhead and internal audit, insurance claims advisory and asset management services of $567,000 and equity-based compensation of $469,000 associated with equity grants of Ashford Prime’s common stock and LTIP units awarded to our officers and employees. During the three months ended March 31, 2014, advisory services revenue was comprised of a base advisory fee of $2.0 million and reimbursable overhead and internal audit reimbursements of $342,000. No incentive management fee was earned for the three months ended March 31, 2015 or 2014. At March 31, 2015 and December 31, 2014, we had receivables of $2.8 million and $2.5 million, respectively, from Ashford Prime OP associated with the advisory service fee discussed above. | |
Ashford Trust and Ashford Prime have management agreements with Remington, which is beneficially owned by our Chairman and Chief Executive Officer and Ashford Trust’s Chairman Emeritus. Transactions related to these agreements are included in the accompanying financial statements. Under the agreements, we pay Remington general and administrative expense reimbursements, approved by the independent directors of Ashford Trust and Ashford Prime, including rent, payroll, office supplies, travel and accounting. These charges are allocated based on various methodologies, including headcount and actual amounts incurred which are then rebilled to Ashford Trust and Ashford Prime. Prior to the spin-off, these costs were paid by Ashford Trust and were included in our carve-out financial statements. For the three months ended March 31, 2015 and 2014, these reimbursements totaled $1.0 million and $516,000, respectively, and are included in “general and administrative” expenses on the statements of operations and comprehensive loss. The amounts due under these arrangements as of March 31, 2015 and December 31, 2014, are included in “due to affiliates” on our balance sheets. | |
Certain employees of Remington who perform work on behalf of Ashford Trust were granted shares of restricted stock under the Ashford Trust Stock Plan. These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded in “general and administrative” expense. Expense of $3,000 and $43,000 was recognized in the statements of operations and comprehensive loss for the three months ended March 31, 2015 and 2014, respectively. | |
For periods prior to the spin-off, the operations of the Company have been principally funded by Ashford Trust OP. Ashford Trust OP used a centralized approach to cash management and the financing of its operations. During the periods through November 12, 2014, Ashford Trust OP provided the capital to fund our operating and investing activities, which are presented as a component of additional paid-in capital. Amounts funded by Ashford Trust OP were $11.0 million for the three months ended March 31, 2014. | |
As the Company’s financial statements through November 12, 2014 have been carved out of Ashford Trust OP, for the three months ended March 31, 2014, salaries and benefits and general and administrative expense represent an allocation of certain Ashford Trust OP corporate general and administrative costs. See Note 2. |
Equity_and_EquityBased_Compens
Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation |
Equity-Based Compensation—Equity-based compensation expense of $5.2 million and $4.5 million was recognized for the three months ended March 31, 2015 and 2014, respectively. Equity-based compensation expense for the three months ended March 31, 2015, included $951,000 of expense attributable to our stock options. As of March 31, 2015, the Company had approximately $10.4 million of total unrecognized compensation expense related to stock options that will be recognized over the weighted average period of 2.7 years. Additionally, as a result of the spin-off, we assumed all of the unrecognized equity-based compensation associated with prior Ashford Trust equity grants. As a result, we will continue to recognize equity-based compensation expense related to these grants. For the three months ended March 31, 2015, we recognized equity-based compensation expense of $4.3 million related to these grants. As of March 31, 2015, the outstanding restricted stock/units related to the assumed Ashford Trust equity grants had vesting schedules between April 2015 and April 2017. As of March 31, 2015, the unrecognized cost of these unvested shares of restricted stock/units was $13.5 million, which will be amortized over a period of 2.1 years. There was also equity-based compensation associated with employees of an affiliate, included in “general and administrative” expense, of $3,000 and $43,000 for the three months ended March 31, 2015 and 2014, respectively, as described in Note 6. Prior to the spin-off, equity-based compensation, included in “salaries and benefits”, was allocated to the Company as described in Note 2. | |
Preferred Stock—In accordance with Ashford Inc.’s charter, we are authorized to issue 50 million shares of preferred stock which currently includes up to two million shares of series A cumulative preferred stock. The holders of series A cumulative preferred stock are entitled to receive dividends in preference to holders of shares of any class or series of stock ranking junior to it, equal to 1,000 multiplied by the aggregate per share amount of all dividends of common stock. Each share of series A cumulative preferred stock shall entitle the holder to 1,000 votes on all matters submitted to a vote of the stockholders of Ashford Inc. No shares of series A cumulative preferred stock are currently outstanding. | |
Shareholder Rights Plan—On November 16, 2014, our board of directors adopted a shareholder rights plan (the “2014 Rights Plan”). Pursuant to the 2014 Rights Plan, our board of directors declared a dividend of one preferred share purchase right (a “Right”) payable on November 27, 2014, for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”), outstanding on November 27, 2014 (the “Record Date”) to the stockholders of record on that date. Each Right initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company, at a price of $275 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. The Rights become exercisable upon certain conditions, as defined in the rights agreement. At any time prior to the time any person or group becomes an Acquiring Person, as defined in the rights agreement, the board of directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. The value of the rights is de minimis. The 2014 Rights Plan is intended to improve the bargaining position of our board of directors in the event of an unsolicited offer to acquire our outstanding shares of common stock. | |
Although the rights were initially set to expire on March 15, 2015, on February 25, 2015, our board of directors extended the expiration date until the date of our 2015 annual stockholder meeting, at which time the stockholders approved further extension of the expiration date to February 25, 2018. | |
Noncontrolling Interests in Consolidated Entities—Noncontrolling interests in consolidated entities represents noncontrolling ownership interests of 40% and 100% in two entities with a total carrying value of $(850,000) and $(87,000) at March 31, 2015 and December 31, 2014, respectively. Loss from consolidated entities attributable to these noncontrolling interests was $763,000 for the three months ended March 31, 2015. There was no income/loss from consolidated entities attributable to noncontrolling interests for the three months ended March 31, 2014. |
Deferred_Compensation_Plan
Deferred Compensation Plan | 3 Months Ended |
Mar. 31, 2015 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation Plan | Deferred Compensation Plan |
Effective January 1, 2008, Ashford Trust established a nonqualified DCP for certain executive officers, which was assumed by the Company in connection with the separation from Ashford Trust. The plan allows participants to defer up to 100% of their base salary and bonus and select an investment fund for measurement of the deferred compensation obligation. For the periods the DCP was administered by Ashford Trust, the participants elected Ashford Trust common stock as their investment option. In accordance with the applicable authoritative accounting guidance, the deferred amounts and any dividends earned received equity treatment and were included in additional paid-in capital. In connection with our spin-off and the assumption of the DCP obligation by the Company, the DCP was modified to give the participants various investment options, including Ashford Inc. common stock, for measurement that can be changed by the participant at any time. These modifications resulted in the DCP obligation being recorded as a liability in accordance with the applicable authoritative accounting guidance. Distributions under the DCP are made in cash, unless the participant has elected Ashford Inc. common stock as the investment option, in which case any such distributions would be made in Ashford Inc. common stock. Additionally, the DCP obligation is carried at fair value with changes in fair value reflected in “salaries and benefits” in our statements of operations and comprehensive loss. For the three months ended March 31, 2015, we recorded an unrealized loss of $5.3 million. No unrealized loss was recorded for the three months ended March 31, 2014. | |
For the three months ended March 31, 2014, dividends associated with the deferred compensation plan totaled $183,000 and were included as a component of accumulated deficit. There were no dividends associated with the deferred compensation plan for the three months ended March 31, 2015. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interests in Ashford LLC | 3 Months Ended |
Mar. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Ashford LLC | Redeemable Noncontrolling Interests in Ashford LLC |
Redeemable noncontrolling interests in Ashford LLC represents certain members’ proportionate share of equity and their allocable share of equity in earnings/loss of Ashford LLC, which is an allocation of net income/loss attributable to the members based on the weighted average ownership percentage of these members’ interest. Beginning one year after issuance, each common unit of membership interest may be redeemed by the holder, for either cash or, at our sole discretion, one share of our common stock. | |
In connection with our spin-off, Ashford Trust OP unit holders received one common unit in Ashford LLC for every 55 common units held in Ashford Trust OP. Each holder of common units of Ashford LLC could then exchange up to 99% of the Ashford LLC common units for shares of Ashford Inc. common stock. During the year ended December 31, 2014, approximately 356,000 common units were exchanged for shares of Ashford Inc. common stock at the rate of one share of Ashford Inc. common stock for every 55 Ashford LLC common units. Following the completion of the exchange offer, Ashford LLC effected a reverse stock split of its common units such that each common unit was automatically converted into 1/55 of a common unit. Redeemable noncontrolling interests in Ashford LLC as of March 31, 2015 and December 31, 2014, were $535,000 and $424,000, respectively, which represented ownership of approximately 0.2% for each period. The carrying value of redeemable noncontrolling interests as of March 31, 2015 and December 31, 2014 included adjustments of $501,000 and $369,000, respectively, to reflect the excess of redemption value over the accumulated historical cost. For the three months ended March 31, 2015, we allocated net loss of $21,000 to the redeemable noncontrolling interests. No net income/loss was allocated to redeemable noncontrolling interests for the three months ended March 31, 2014. |
Income_Loss_Per_Share
Income (Loss) Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Income (Loss) Per Share | Loss Per Share | |||||||
The following table reconciles the amounts used in calculating basic and diluted loss per share (in thousands, except per share amounts): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net loss attributable to common stockholders – basic and diluted: | ||||||||
Net loss attributable to the Company | $ | (9,054 | ) | $ | (8,813 | ) | ||
Weighted average common shares outstanding: | ||||||||
Weighted average common shares outstanding – basic | 1,982 | 1,981 | ||||||
Weighted average common shares outstanding – diluted | 1,982 | 1,981 | ||||||
Loss per share – basic: | ||||||||
Net loss allocated to common stockholders per share | $ | (4.57 | ) | $ | (4.45 | ) | ||
Loss per share – diluted: | ||||||||
Net loss allocated to common stockholders per share | $ | (4.57 | ) | $ | (4.45 | ) | ||
Due to their anti-dilutive effect, the computation of diluted loss per share does not reflect the adjustments for the following items (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net loss allocated to common stockholders is not adjusted for: | ||||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | $ | (21 | ) | $ | — | |||
Total | $ | (21 | ) | $ | — | |||
Weighted average diluted shares are not adjusted for: | ||||||||
Effect of unvested restricted shares | 3 | 5 | ||||||
Effect of assumed exercise of stock options | 3 | — | ||||||
Effect of assumed conversion of Ashford LLC units | 5 | 5 | ||||||
Total | 11 | 10 | ||||||
Segment_Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting |
We operate in one business segment: asset management. Advisory services refers to managing the day-to-day operations of Ashford Prime and its subsidiaries and Ashford Trust and its subsidiaries in conformity with each company’s investment guidelines. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation and Combination | Basis of Presentation and Principles of Consolidation and Combination—The accompanying consolidated financial statements, subsequent to our spin-off, include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant inter-company accounts and transactions between these entities have been eliminated in these historical consolidated financial statements. |
For periods prior to the spin-off, the accompanying historical financial statements of Ashford Inc. have been “carved out” of Ashford Trust’s consolidated financial statements and reflect significant assumptions and allocations. These financial statements were prepared by combining the financial position and results of operations of Ashford LLC and certain assets, liabilities and operations of Ashford Trust OP (both Ashford LLC and Ashford Trust OP were under common control) related to certain activities that were historically accounted for by Ashford Trust. These activities include asset management, accounting and legal services to Ashford Trust and Ashford Prime. In addition, the combined statements of operations and comprehensive loss include allocations of general and administrative expenses from Ashford Trust, which in the opinion of management, are reasonable. All significant inter-company accounts and transactions between combined entities were eliminated. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows. | |
Since the Company was a consolidated subsidiary of Ashford Trust and there was no advisory agreement between Ashford Trust and the Company, the accompanying statements of operations and comprehensive loss do not report revenue associated with its management and advisory services provided to Ashford Trust for the historical periods presented prior to its spin-off on November 12, 2014. It does include revenue associated with the advisory services provided to Ashford Prime for all periods presented. | |
The accompanying historical unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |
Use of Estimates | Use of Estimates—The preparation of these 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 represents reserves for casualty insurance claims and the associated ancillary costs. At the beginning of each year, Ashford Inc.’s Risk Management department collects funds, from the Ashford Trust/Prime properties and their respective management companies, of an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The offset to restricted cash amounts is included in other liabilities. For purposes of the statements of cash flows, changes in restricted cash caused by using such funds are shown as operating activities. |
Noncontrolling Interests | Noncontrolling Interests—The redeemable noncontrolling interests in Ashford LLC represent the members’ proportionate share of equity in earnings/losses of Ashford LLC, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these members’ common unit holdings throughout the period. The redeemable noncontrolling interests in Ashford LLC is classified in the mezzanine section of the balance sheets as these redeemable operating units do not meet the requirements for equity classification prescribed by the authoritative accounting guidance because the redemption feature requires the delivery of cash or registered shares at our option. The carrying value of the noncontrolling interests in Ashford LLC is based on the greater of the accumulated historical cost or the redemption value. |
The noncontrolling interests in consolidated entities represents noncontrolling ownership interests of 40% in one entity and 100% in another entity, in each case at each of March 31, 2015 and December 31, 2014. | |
We hold a variable interest, in the form of a note receivable, in the consolidated entity in which the noncontrolling interest holder has a 100% interest. Variable Interest Entities (“VIE”), as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. As we meet the conditions above, we are considered the primary beneficiary of the entity and therefore we consolidate it. As of March 31, 2015 and December 31, 2014, the note receivable had an outstanding balance of $1.2 million and $420,000, respectively, which is eliminated in consolidation. | |
Revenue Recognition | Revenue Recognition—Revenues primarily consist of advisory and investment management fees and expense reimbursements that are recognized when services have been rendered. Advisory fees consist of base management fees and incentive fees. The quarterly base fee is equal to 0.70% per annum of the total market capitalization of Ashford Prime and Ashford Trust, as defined in the advisory agreements, subject to certain minimums. Reimbursements for overhead, travel expenses, risk management and internal audit services are recognized when services have been rendered. We also record advisory revenue for equity grants of Ashford Prime and Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well an offsetting expense in an equal amount included in “salaries and benefits.” The incentive fee is earned annually in each year that Ashford Prime’s and/or Ashford Trust’s total stockholder return exceeds the total stockholder return for each company’s respective peer group, subject to the FCCR condition, as defined in the advisory agreements. The investment management fee is equal to 1.5% to 2.0% of the beginning quarterly capital account balance of each limited partner. |
Salaries and Benefits | Salaries and Benefits—Salaries and benefits are expensed as incurred. Prior to the spin-off, salaries and benefits included an allocation of 100% of salaries and benefits of the employees of Ashford Trust and an allocation of 100% of employee equity-based compensation from Ashford Trust. All such expenses were allocated to Ashford Inc. because these expenses have historically been incurred by the asset management business of Ashford Trust. In the opinion of management, such allocations were considered reasonable. Salaries and benefits also includes expense for equity grants of Ashford Prime and Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. There is an offsetting amount, included in “advisory services” revenue. |
General and Administrative Expense | General and Administrative Expense—General and administrative costs are expensed as incurred. Prior to the spin-off, general and administrative expense represents an allocation of certain Ashford Trust OP corporate general and administrative costs including rent expense, insurance expense, office expenses and other miscellaneous expenses either based upon specific identification or an allocation method determined by management to reflect the portion of the expenses related to Ashford Inc. With the exception of audit fees, these costs were allocated 100% to Ashford Inc. as management believes these costs were directly incurred by Ashford Trust in connection with its asset management business and will be ongoing costs of Ashford Inc. Audit fees were allocated based on management’s estimate of the audit costs incurred to audit the activities of Ashford Trust’s asset management business. In the opinion of management, such allocations were considered reasonable. |
Depreciation | Depreciation—Our furniture, fixtures and equipment and computer software are depreciated over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related assets. Presently, our furniture and equipment are depreciated using the straight-line method over a five year life and computer software placed into service is amortized on a straight-line basis over estimated useful lives ranging from three to five years. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net loss as well as resulting gains or losses on potential sales. |
Equity-Based Compensation | Equity-Based Compensation—Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Ashford Prime in connection with providing advisory services that result in expense, included in “salaries and benefits,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services fee.” |
Prior to the spin-off, all equity-based compensation of Ashford Trust employees was allocated to the Company as all Ashford Trust employees became employees of the Company. | |
Other Comprehensive Loss | Other Comprehensive Loss—As there are no transactions requiring presentation in other comprehensive loss, but not in net loss, the Company’s net loss equates to other comprehensive loss. |
Due to Affiliate | Due to Affiliates—Due to affiliates represents current payables resulting from general and administrative expense and furniture, fixture and equipment reimbursements. Due to affiliates is generally settled within a period not exceeding one year. |
Due from Ashford Prime OP | Due from Ashford Prime OP—Due from Ashford Prime OP represents current receivables related to the advisory services fee and reimbursable expenses. Due from Ashford Prime OP is generally settled within a period not exceeding one year. |
Due to/from Ashford Trust OP, Net | Due to/from Ashford Trust OP, net—Due to/from Ashford Trust OP, net, represents current receivables and payables resulting primarily from costs associated with our spin-off as well as receivables related to the advisory services fee and reimbursable expenses. Due to/from Ashford Trust OP, net is generally settled within a period not exceeding one year. |
Income (Loss) Per Share | Income (Loss) Per Share—For periods prior to the spin-off, basic income (loss) per share was calculated by dividing net loss attributable to the Company by the 2.0 million shares of common stock outstanding upon the completion of the distribution including 4,000 shares for initial grants to the five independent members of our board of directors (in the aggregate) and excluding 5,000 unvested restricted shares. For the three months ended March 31, 2014, the diluted loss per share was calculated by dividing the net loss attributable to the Company by 2.0 million shares which excludes 10,000 shares comprised of 5,000 unvested restricted shares and 5,000 shares issuable on the conversion of Ashford LLC common units held by Ashford LLC unit holders as the effect of including these shares would have been anti-dilutive. |
For periods after the spin-off, basic income (loss) per common share is calculated by dividing net income (loss) attributable to the Company 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. | |
Deferred Compensation | Deferred Compensation Plan—Effective January 1, 2008, Ashford Trust established a nonqualified deferred compensation plan (“DCP”) for certain executive officers, which was assumed by the Company in connection with the separation from Ashford Trust. The plan allows participants to defer up to 100% of their base salary and bonus and select an investment fund for measurement of the deferred compensation obligation. In connection with our spin-off and the assumption of the DCP obligation by the Company, the DCP was modified to give the participants various investment options, including Ashford Inc. common stock, for measurement that can be changed by the participant at any time. These modifications resulted in the DCP obligation being recorded as a liability in accordance with the applicable authoritative accounting guidance. Distributions under the DCP are made in cash, unless the participant has elected Ashford Inc. common stock as the investment option, in which case any such distributions would be made in Ashford Inc. common stock. Additionally, the DCP obligation is carried at fair value with changes in fair value reflected in “salaries and benefits” in our statements of operations and comprehensive loss. |
Income Taxes | Income Taxes—The Company is subject to federal and state corporate income taxes. In accordance with authoritative accounting guidance, we account for income taxes 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. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. |
Prior to the spin-off, the Company’s taxable income was “carved out” of Ashford Trust OP, a partnership, and Ashford LLC, its wholly-owned disregarded limited liability company, neither of which are subject to U.S. federal income taxes. Rather, the partnership’s revenues and expenses passed through and were taxed to the owners. Therefore, the Company did not provide for federal income taxes. Partnerships are subject to the Texas Margin Tax. In accordance with authoritative accounting guidance, we provided for the Texas Margin Tax. Income tax expense was calculated on a separate stand-alone basis, although the Company’s operations were historically included in the tax returns filed by Ashford Trust OP of which the Company’s business was a part. | |
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 2014 remain subject to potential examination by certain federal and state taxing authorities. | |
The relationship of our income tax expense to book income results in a negative effective tax rate. The rate reflects the effects of permanent differences and the change in the valuation allowance on our deferred tax assets. The portion of equity-based compensation expense related to LTIP units granted to Ashford Trust employees prior to the spin-off is not deductible for income tax purposes and is accounted for as a permanent difference. As of March 31, 2015, we have recorded a valuation allowance of $10.5 million against our deferred tax assets. This valuation allowance is the result of uncertainties regarding the future realization of deductible temporary differences. Such uncertainties are attributable to the timing and amount of future reversals of deductible temporary differences, as well as cumulative operations of the company from the date of the spin-off through March 31, 2015. The analysis utilized determining the valuation allowance involves considerable management judgment and assumptions. | |
At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full year. This estimate reflects, among other items, our estimate of operating results. In determining our estimated effective tax rate, we do not include the estimated impact of unusual and/or infrequent items, which may cause variations in the customary relationship between income tax expense and income before taxes. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 is effective in fiscal periods beginning after December 15, 2016. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our financial statements and related disclosures. We have not yet selected a transition method. |
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern and to provide related disclosure requirements. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows. | |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the effect of the ASU on our financial statements and related disclosures. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Effect of Fair Value Measured Liabilities on Statements of Operations and Comprehensive Loss | The following table summarizes the effect of fair value measured liabilities on the statements of operations and comprehensive loss (in thousands): | |||||||
Loss Recognized | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Liabilities | ||||||||
Deferred compensation plan | $ | (5,256 | ) | (1) | $ | — | ||
________ | ||||||||
(1) | Reported as a component of “salaries and benefits” in the statement of operations and comprehensive loss. |
Summary_of_Fair_Value_of_Finan1
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||||||
Schedule of Financial Assets and Liabilities Measured and Not Measured at Fair Value [Table Text Block] | The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): | ||||||||||||||||
31-Mar-15 | December 31, 2014 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Value | Fair Value | Value | Fair Value | ||||||||||||||
Financial liabilities measured at fair value: | |||||||||||||||||
Deferred compensation plan | $ | 25,211 | $ | 25,211 | $ | 19,955 | $ | 19,955 | |||||||||
Financial assets not measured at fair value: | |||||||||||||||||
Financial assets: | |||||||||||||||||
Cash and cash equivalents | $ | 24,916 | $ | 24,916 | $ | 29,597 | $ | 29,597 | |||||||||
Restricted cash | 5,934 | 5,934 | 3,337 | 3,337 | |||||||||||||
Due from Ashford Trust OP, net | 9,185 | 9,185 | 8,202 | 8,202 | |||||||||||||
Due from Ashford Prime OP | 2,829 | 2,829 | 2,546 | 2,546 | |||||||||||||
Financial liabilities not measured at fair value: | |||||||||||||||||
Financial liabilities: | |||||||||||||||||
Accounts payable and accrued expenses | $ | 6,179 | $ | 6,179 | $ | 9,307 | $ | 9,307 | |||||||||
Due to affiliates | 483 | 483 | 1,313 | 1,313 | |||||||||||||
Other liabilities | 5,934 | 5,934 | 3,337 | 3,337 | |||||||||||||
Income_Loss_Per_Share_Tables
Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table reconciles the amounts used in calculating basic and diluted loss per share (in thousands, except per share amounts): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net loss attributable to common stockholders – basic and diluted: | ||||||||
Net loss attributable to the Company | $ | (9,054 | ) | $ | (8,813 | ) | ||
Weighted average common shares outstanding: | ||||||||
Weighted average common shares outstanding – basic | 1,982 | 1,981 | ||||||
Weighted average common shares outstanding – diluted | 1,982 | 1,981 | ||||||
Loss per share – basic: | ||||||||
Net loss allocated to common stockholders per share | $ | (4.57 | ) | $ | (4.45 | ) | ||
Loss per share – diluted: | ||||||||
Net loss allocated to common stockholders per share | $ | (4.57 | ) | $ | (4.45 | ) | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Due to their anti-dilutive effect, the computation of diluted loss per share does not reflect the adjustments for the following items (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net loss allocated to common stockholders is not adjusted for: | ||||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | $ | (21 | ) | $ | — | |||
Total | $ | (21 | ) | $ | — | |||
Weighted average diluted shares are not adjusted for: | ||||||||
Effect of unvested restricted shares | 3 | 5 | ||||||
Effect of assumed exercise of stock options | 3 | — | ||||||
Effect of assumed conversion of Ashford LLC units | 5 | 5 | ||||||
Total | 11 | 10 | ||||||
Organization_and_Description_o1
Organization and Description of Business (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Nov. 12, 2014 | Mar. 31, 2015 | Jan. 05, 2015 | |
Noncontrolling Interest [Line Items] | |||
Special distribution, conversion ratio, shares of common stock | 87 | ||
Special distribution, maximum percentage of shares available for conversion for unitholders | 99.00% | ||
Special distribution, conversion ratio, shares of common units | 55 | ||
Reverse stock split conversion of common stock to common units | 0.0182 | ||
AIM General Partner, LLC [Member] | AIM GP Investment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 0.01% | ||
AIM General Partner, LLC [Member] | Performance Holdco Investment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 60.00% | ||
Noncontrolling Interests in Consolidated Entities | Management Holdco Investment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 40.00% | ||
Noncontrolling Interests in Consolidated Entities | Performance Holdco Investment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 40.00% | ||
Ashford Trust, Inc. [Member] | |||
Noncontrolling Interest [Line Items] | |||
Special distribution, conversion ratio, shares of common units | 55 | ||
Ashford Trust ownership of Ashford Inc. common stock | 598,000 | ||
Equity method investment, ownership percentage | 30.00% | ||
Term of advisory agreement | 20 years | ||
Management Holdco [Member] | AIM [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 100.00% | ||
Ashford Inc. [Member] | Management Holdco Investment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 60.00% | ||
Ashford Inc. [Member] | AIM General Partner, LLC Investment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 100.00% | ||
Performance Holdco [Member] | AIM GP Investment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment, ownership percentage | 99.99% | ||
AIM GP [Member] | AIM REHE Funds GP [Member] | |||
Noncontrolling Interest [Line Items] | |||
Equity method investment balance | 0 | ||
Minimum [Member] | AIM GP [Member] | AIM REHE Funds GP [Member] | |||
Noncontrolling Interest [Line Items] | |||
Performance allocation percentage | 15.00% | ||
Maximum [Member] | AIM GP [Member] | AIM REHE Funds GP [Member] | |||
Noncontrolling Interest [Line Items] | |||
Performance allocation percentage | 20.00% |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | |||
Noncontrolling ownership interest | 0.20% | 0.20% | |
Weighted average common shares outstanding – basic | 1,982,000 | 1,981,000 | |
Weighted average common shares outstanding – diluted | 1,982,000 | 1,981,000 | |
Weighted average diluted shares are not adjusted for: | 11,000 | 10,000 | |
Deferral of compensation percentage maximum | 100.00% | ||
Tax valuation allowance | $10,500,000 | ||
Noncontrolling Interest 1 [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling ownership interest | 40.00% | 40.00% | |
Noncontrolling Interest 2 [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling ownership interest | 100.00% | 100.00% | |
Note receivable | $1,200,000 | 420,000 | |
Minimum [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment management fee percent | 1.50% | ||
Maximum [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment management fee percent | 2.00% | ||
Furniture and Equipment [Member] | |||
Noncontrolling Interest [Line Items] | |||
Property, plant and equipment, useful life | 5 years | 5 years | |
Software [Member] | Minimum [Member] | |||
Noncontrolling Interest [Line Items] | |||
Property, plant and equipment, useful life | 3 years | 3 years | |
Software [Member] | Maximum [Member] | |||
Noncontrolling Interest [Line Items] | |||
Property, plant and equipment, useful life | 5 years | 5 years | |
Salaries and Benefits [Member] | |||
Noncontrolling Interest [Line Items] | |||
Expense allocation percent | 100.00% | ||
Stock Compensation Plan [Member] | |||
Noncontrolling Interest [Line Items] | |||
Expense allocation percent | 100.00% | ||
General and Administrative Expense [Member] | |||
Noncontrolling Interest [Line Items] | |||
Expense allocation percent | 100.00% | ||
Director Grants [Member] | |||
Noncontrolling Interest [Line Items] | |||
Weighted average common shares outstanding – basic | 4,000 | ||
Restricted Stock [Member] | |||
Noncontrolling Interest [Line Items] | |||
Unvested shares | 5,000 | ||
Weighted average diluted shares are not adjusted for: | 5,000 | ||
Member Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Weighted average diluted shares are not adjusted for: | 5,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan liabilitiy | $25,211 | $19,955 | |
Deferred Compensation Plan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized loss on deferred compensation plan | ($5,256) | $0 |
Summary_of_Fair_Value_of_Finan2
Summary of Fair Value of Financial Instruments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan | $25,211 | $19,955 | ||
Deferred compensation plan, Fair value | 25,211 | 19,955 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 24,916 | 29,597 | 1,598 | 600 |
Cash and cash equivalents, Fair value | 24,916 | 29,597 | ||
Restricted cash, Carrying value | 5,934 | 3,337 | ||
Restricted cash, Fair value | 5,934 | 3,337 | ||
Due from Ashford Trust OP, net, Carrying value | 9,185 | 8,202 | ||
Due from Ashford Trust OP, net, Fair value | 9,185 | 8,202 | ||
Due from Ashford Prime OP, Carrying value | 2,829 | 2,546 | ||
Due from Ashford Prime OP, Fair value | 2,829 | 2,546 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 6,179 | 9,307 | ||
Accounts payable and accrued expenses, Fair value | 6,179 | 9,307 | ||
Due to affiliates, Carrying value | 483 | 1,313 | ||
Due to affiliates, Fair value | 483 | 1,313 | ||
Other liabilities, Carrying value | 5,934 | 3,337 | ||
Other liabilities, Fair value | $5,934 | $3,337 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Advisory services | $12,923,000 | $2,312,000 | |
Other | 195,000 | 0 | |
Due from Ashford Trust OP, net | 9,185,000 | 8,202,000 | |
Due from Ashford Prime OP | 2,829,000 | 2,546,000 | |
Equity-based compensation | 5,248,000 | 4,527,000 | |
Contributions from owner | 0 | 10,962,000 | |
Ashford Trust, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services, quarterly base fee | 0.70% | ||
Advisory services | 9,682,000 | ||
Other | 195,000 | ||
Ashford Trust, Inc. [Member] | Base Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 8,011,000 | ||
Ashford Trust, Inc. [Member] | Reimbursable Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 1,500,000 | ||
Ashford Trust, Inc. [Member] | Equity-Based Compensation [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 171,000 | ||
Ashford Trust, Inc. [Member] | Incentive Management Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 0 | ||
Ashford Prime, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services, quarterly base fee | 0.70% | 0.70% | |
Advisory services | 3,241,000 | 2,312,000 | |
Ashford Prime, Inc. [Member] | Base Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 2,205,000 | 1,970,000 | |
Ashford Prime, Inc. [Member] | Reimbursable Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 567,000 | 342,000 | |
Ashford Prime, Inc. [Member] | Equity-Based Compensation [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 469,000 | ||
Ashford Prime, Inc. [Member] | Incentive Management Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory services | 0 | 0 | |
Remington [Member] | |||
Related Party Transaction [Line Items] | |||
Reimbursements | 1,000,000 | 516,000 | |
Equity-based compensation | $3,000 | $43,000 |
Equity_and_EquityBased_Compens1
Equity and Equity-Based Compensation (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Nov. 16, 2014 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||
Equity-based compensation | $5,248,000 | $4,527,000 | ||
Unrecognized compensation expense, stock options | 10,400,000 | |||
Unrecognized compensation expense, Trust grants | 13,500,000 | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | ||
Price per fraction of preferred share | 275 | |||
Fraction of preferred share | 0.001 | |||
Preferred stock right, redemption price per right | $0.00 | |||
Noncontrolling ownership interest | 0.20% | 0.20% | ||
Noncontrolling interests in consolidated entities | -850,000 | -87,000 | ||
Loss from consolidated entities attributable to noncontrolling interests | -763,000 | 0 | ||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 2,000,000 | |||
Dividend multiplier | 1,000 | |||
Number of votes | 1,000 | |||
Series A, shares outstanding (in shares) | 0 | 0 | ||
Preferred stock, par value (in dollars per share) | $0.01 | |||
Stock Options [Member] | ||||
Class of Stock [Line Items] | ||||
Equity-based compensation | 951,000 | |||
Period for recognition | 2 years 8 months 12 days | |||
Trust Grants [Member] | ||||
Class of Stock [Line Items] | ||||
Equity-based compensation | 4,300,000 | |||
Period for recognition | 2 years 0 months 22 days | |||
Preferred Share Purchase Rights [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred share purchase right dividend | 1 | |||
Remington [Member] | ||||
Class of Stock [Line Items] | ||||
Equity-based compensation | $3,000 | $43,000 | ||
Noncontrolling Interest 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Noncontrolling ownership interest | 40.00% | 40.00% | ||
Noncontrolling Interest 2 [Member] | ||||
Class of Stock [Line Items] | ||||
Noncontrolling ownership interest | 100.00% | 100.00% |
Deferred_Compensation_Plan_Det
Deferred Compensation Plan (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Deferral of compensation percentage maximum | 100.00% | |
Dividends associated with deferred compensation plan | $0 | $183,000 |
Deferred Compensation Plan [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Unrealized loss on deferred compensation plan | $5,256,000 | $0 |
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interests in Ashford LLC (Details) (USD $) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 12, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||
Special distribution, conversion ratio, shares of common units | 55 | |||||
Special distribution, maximum percentage of shares available for conversion for unitholders | 99.00% | |||||
Units exchanged | 356,000 | |||||
Redeemable noncontrolling interests in Ashford LLC | $424,000 | $535,000 | $535,000 | $424,000 | ||
Noncontrolling ownership interest | 0.20% | 0.20% | 0.20% | 0.20% | ||
Redemption value adjustment | 369,000 | 501,000 | ||||
Reverse stock split conversion of common stock to common units | 0.0182 | |||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | $21,000 | $0 | ||||
Ashford Trust OP [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Special distribution, conversion ratio, shares of common units | 55 |
Income_Loss_Per_Share_Details
Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss attributable to the Company | ($9,054) | ($8,813) |
Weighted average common shares outstanding – basic | 1,982 | 1,981 |
Weighted average common shares outstanding – diluted | 1,982 | 1,981 |
Net loss allocated to common stockholders per share - basic | ($4.57) | ($4.45) |
Net loss allocated to common stockholders per share - diluted | ($4.57) | ($4.45) |
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | -21 | 0 |
Total | ($21) | $0 |
Weighted average diluted shares are not adjusted for: | 11 | 10 |
Unvested Restricted Shares [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average diluted shares are not adjusted for: | 3 | 5 |
Stock Options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average diluted shares are not adjusted for: | 3 | 0 |
Ashford LLC Units [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average diluted shares are not adjusted for: | 5 | 5 |
Segment_Reporting_Details
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2015 | |
segment | |
Segment Reporting [Abstract] | |
Number of business segments | 1 |