Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ashford Inc. | |
Entity Central Index Key | 1,604,738 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 2,010,104 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 25,321 | $ 29,597 |
Restricted cash | 6,547 | 3,337 |
Investments in securities | 116,176 | 0 |
Prepaid expenses and other | 804 | 1,360 |
Receivables | 216 | 0 |
Due from Ashford Trust OP, net | 5,893 | 8,202 |
Due from Ashford Prime OP | 2,441 | 2,546 |
Deferred tax asset | 746 | 0 |
Total current assets | 158,144 | 45,042 |
Investments in unconsolidated entities | 2,456 | 0 |
Furniture, fixtures and equipment, net | 6,464 | 4,188 |
Deferred tax asset | 2,757 | 0 |
Other assets | 4,000 | 0 |
Total assets | 173,821 | 49,230 |
Current liabilities: | ||
Accounts payable and accrued expenses | 10,782 | 9,307 |
Due to affiliates | 760 | 1,313 |
Liabilities associated with investments in securities | 13,418 | 0 |
Deferred compensation plan | 29 | 175 |
Other liabilities | 6,547 | 3,337 |
Total current liabilities | 31,536 | 14,132 |
Accrued expenses | 212 | 0 |
Other Deferred Credits, Noncurrent | 344 | 0 |
Deferred compensation plan, net of current portion | 13,352 | 19,780 |
Total liabilities | $ 45,444 | $ 33,912 |
Commitments and contingencies (Note 6) | ||
Redeemable noncontrolling interests in Ashford LLC | $ 286 | $ 424 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,010,808 and 1,986,851shares issued and 2,010,104 and 1,986,851 shares outstanding at September 30, 2015 and December 31, 2014, respectively | 20 | 20 |
Additional paid-in capital | 233,831 | 228,003 |
Accumulated deficit | (207,673) | (213,042) |
Treasury stock, at cost, 704 shares at September 30, 2015 | (87) | 0 |
Total stockholders’ equity of the Company | 26,091 | 14,981 |
Noncontrolling interests in consolidated entities | 102,000 | (87) |
Total equity | 128,091 | 14,894 |
Total liabilities and equity | 173,821 | 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 September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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) | 2,010,808 | 1,986,851 |
Common stock, shares outstanding (in shares) | 2,010,104 | 1,986,851 |
Treasury stock (in shares) | 704 | 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 Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | ||||
Advisory services | $ 14,340,000 | $ 3,020,000 | $ 41,752,000 | $ 9,245,000 |
Other | 156,000 | 0 | 351,000 | 0 |
Total revenue | 14,496,000 | 3,020,000 | 42,103,000 | 9,245,000 |
Expenses | ||||
Salaries and benefits | 6,724,000 | 10,568,000 | 29,905,000 | 36,503,000 |
Depreciation | (12,000) | 84,000 | 516,000 | 258,000 |
General and administrative | 6,507,000 | 1,230,000 | 15,179,000 | 3,599,000 |
Total expenses | 13,219,000 | 11,882,000 | 45,600,000 | 40,360,000 |
Operating income (loss) | 1,277,000 | (8,862,000) | (3,497,000) | (31,115,000) |
Unrealized loss on investment in unconsolidated entity | (1,954,000) | 0 | (3,020,000) | 0 |
Interest income | 150,000 | 0 | 202,000 | 0 |
Dividend income | 360,000 | 0 | 532,000 | 0 |
Unrealized loss on investments | (7,861,000) | 0 | (10,851,000) | 0 |
Realized gain on investments | 35,000 | 0 | 1,070,000 | 0 |
Other expenses | (125,000) | 0 | (135,000) | 0 |
Loss before income taxes | (8,118,000) | (8,862,000) | (15,699,000) | (31,115,000) |
Income tax expense | (1,036,000) | (9,000) | (1,500,000) | (44,000) |
Net loss | (9,154,000) | (8,871,000) | (17,199,000) | (31,159,000) |
Loss from consolidated entities attributable to noncontrolling interests | 9,208,000 | 170,000 | 13,323,000 | 170,000 |
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | 0 | 0 | 10,000 | 0 |
Net income (loss) attributable to the Company | 54,000 | (8,701,000) | (3,866,000) | (30,989,000) |
Comprehensive income (loss) attributable to the Company | $ 54,000 | $ (8,701,000) | $ (3,866,000) | $ (30,989,000) |
Net income (loss) attributable to common stockholders | $ 0.03 | $ (4.39) | $ (1.95) | $ (15.64) |
Weighted average common shares outstanding – basic | 1,991 | 1,981 | 1,986 | 1,981 |
Net loss attributable to common stockholders | $ (2.26) | $ (4.39) | $ (4.70) | $ (15.64) |
Weighted average common shares outstanding – diluted | 2,202 | 1,981 | 2,198 | 1,981 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Equity - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Noncontrolling Interests in Consolidated Entities | Redeemable Noncontrolling Interests in Ashford LLC |
Beginning balance (shares) at Dec. 31, 2014 | 1,987 | 0 | |||||
Beginning balance at Dec. 31, 2014 | $ 14,894 | $ 20 | $ 228,003 | $ (213,042) | $ 0 | $ (87) | |
Beginning balance at Dec. 31, 2014 | 424 | $ 424 | |||||
Purchase of treasury stock, shares | (1) | ||||||
Purchase of treasury stock, value | (87) | $ (87) | |||||
Equity-based compensation (in shares) | 3 | ||||||
Equity-based compensation | 3,133 | ||||||
Equity-based compensation | 9,107 | ||||||
Equity-based compensation | 12,240 | ||||||
Shares issued as key money | 20 | ||||||
Stock Issued During Period, Value, New Issues | 1,363 | $ 0 | 1,363 | ||||
Excess tax benefit on stock-based compensation | $ 1,081 | 1,081 | |||||
Deferred compensation plan distribution | 1 | 1 | |||||
Deferred compensation plan distribution | $ 117 | 117 | |||||
Employee advances | 134 | 134 | |||||
Contributions from noncontrolling interests in consolidated entities | 115,410 | 115,410 | |||||
Redemption value adjustment | 128 | 128 | |||||
Redemption value adjustment | (128) | ||||||
Net income (loss) attributable to the Company | (3,866) | (3,866) | |||||
Loss from consolidated entities attributable to noncontrolling interests | (13,323) | (13,323) | |||||
Net loss excluding redeemable noncontrolling interests | (17,189) | ||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | (10) | (10) | |||||
Ending balance (shares) at Sep. 30, 2015 | 2,011 | 1 | |||||
Ending balance at Sep. 30, 2015 | 128,091 | $ 20 | $ 233,831 | $ (207,673) | $ (87) | $ 102,000 | |
Ending balance at Sep. 30, 2015 | $ 286 | $ 286 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (17,199,000) | $ (31,159,000) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 516,000 | 258,000 |
Straight-line rent amortization | 0 | (21,000) |
Non-cash deferred compensation expense | (6,457,000) | 0 |
Unrealized loss on investment in unconsolidated entity | 3,020,000 | 0 |
Equity-based compensation | 12,240,000 | 16,409,000 |
Excess tax benefit on equity-based compensation | (1,081,000) | 0 |
Deferred tax benefit | (3,503,000) | 0 |
Realized and unrealized gain on investments, net | 9,781,000 | 0 |
Purchases of investments in securities | (172,490,000) | 0 |
Sales of investments in securities | 170,581,000 | 0 |
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | 24,000 | 0 |
Changes in operating assets and liabilities: | ||
Restricted cash | (3,210,000) | (3,864,000) |
Prepaid expenses and other | (91,000) | (140,000) |
Receivables | (216,000) | 0 |
Due from Ashford Trust OP, net | (1,044,000) | 395,000 |
Due from Ashford Prime OP | 105,000 | (788,000) |
Accounts payable and accrued expenses | 2,735,000 | (682,000) |
Due to affiliates | (449,000) | 416,000 |
Other liabilities | 3,210,000 | 3,864,000 |
Increase (Decrease) in Deferred Revenue | 344,000 | 0 |
Net cash used in operating activities | (3,184,000) | (15,312,000) |
Cash Flows from Investing Activities | ||
Additions to furniture, fixtures and equipment | (1,500,000) | (2,723,000) |
Investments in unconsolidated entities | (5,500,000) | 0 |
Net cash used in investing activities | (7,000,000) | (2,723,000) |
Cash Flows from Financing Activities | ||
Excess tax benefit on equity-based compensation | 1,081,000 | 0 |
Purchase of treasury shares | (87,000) | 0 |
Employee advances | 134,000 | 0 |
Contributions from owner | 0 | 18,015,000 |
Contributions from noncontrolling interests in consolidated entities | 4,780,000 | 0 |
Net cash provided by financing activities | 5,908,000 | 18,015,000 |
Net change in cash | (4,276,000) | (20,000) |
Cash at beginning of period | 29,597,000 | 600,000 |
Cash at end of period | 25,321,000 | 580,000 |
Supplemental Cash Flow Information | ||
Interest paid | 40,000 | 0 |
Income taxes paid | 4,093,000 | 0 |
Supplemental Disclosure of Non Cash Investing and Financing Activities | ||
Contributions of securities from noncontrolling interests in consolidated entities | 110,630,000 | 0 |
Contributions associated with non-cash compensation | 0 | 16,409,000 |
Dividends associated with deferred compensation plan | 0 | 567,000 |
Contributions associated with deferred compensation plan | 0 | 555,000 |
Dividends declared but not paid | 0 | 193,000 |
Distribution from deferred compensation plan | 117,000 | 0 |
Capital expenditures accrued but not paid | 459,000 | 413,000 |
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | 1,363,000 | 0 |
Sale of Consolidated Noncontrolling Interest Settled Subsequent to Period | $ 0 | $ 1,200,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 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 full service hotels in the upscale and upper-upscale segments in domestic and international markets that have revenue per available room (“RevPAR”) generally less than twice the national average, and in all methods including direct real estate, equity, securities and debt. Ashford Prime invests primarily in luxury, upper-upscale and upscale hotels with RevPAR of at least twice the then-current U.S. national average in gateway and resort locations. 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 represents an approximate 30% ownership interest in Ashford Inc. In connection with the spin-off, we entered into an 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 Master Fund, L.P. (the “Master Fund”), an investment partnership formed under the laws of the Cayman Islands and commenced operations on January 15, 2015. The Master Fund was organized for the purpose of purchasing, selling (including short sales), investing and trading in investments and engaging in financial transactions, including borrowing, financing, pledging, hedging and other derivative transactions. The Master Fund has two limited partners: AIM Real Estate Hedged Equity (U.S.) Fund, L.P. (the “U.S. Fund”), a U.S. investment limited partnership, and AIM Real Estate Hedged Equity (Cayman) Fund, Ltd. (the “Offshore Fund”), a Cayman Islands exempted investment company (collectively, the “Feeder Funds”). The Feeder Funds invest substantially all of their assets in the Master Fund. The Master Fund is managed by AIM GP and AIM.The Master Fund, the U.S. Fund and the Offshore Fund are collectively known as the “REHE Fund.” AIM is entitled to receive an investment management fee equal to 1.5% to 2.0% of the beginning quarterly capital account balance of certain limited partners. AIM GP serves as the general partner to the U.S. Fund and the Master Fund. 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 certain of its limited partners. Ashford Prime, Ashford Trust and other limited partners are not obligated to pay any portion of the management fee or the performance allocation to AIM or AIM GP, as applicable, but do share pro rata in all other applicable expenses. The accompanying financial statements reflect the operations of our asset and investment management business and the REHE Fund. Our asset and investment management business provides 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 Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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. The REHE Funds are investment companies and follow the accounting and reporting guidance in Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. 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 income (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 income (loss) do not report revenue associated with its management and advisory services provided to Ashford Trust for the historical periods presented prior to our 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. A variable interest entity (“VIE”) must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. The REHE Fund is considered to be a VIE, as defined by authoritative accounting guidance. All major decisions related to the REHE Fund that most significantly impact its economic performance, including but not limited to admittance of limited partners and purchasing, selling (including short sales), investing and trading in investments and engaging in financial transactions, including borrowing, financing, pledging, hedging and other derivative transactions are subject to the approval of our wholly-owned subsidiary, AIM GP. As such, we consolidate the REHE Fund. The REHE Fund holds approximately $117.7 million of total assets that primarily consists of investments in securities, cash and cash equivalents and receivables that can only be used to settle the obligations of the REHE Fund. Additionally, the REHE Fund has liabilities of $13.6 million that primarily consists of liabilities associated with investments in securities for which creditors do not have recourse to Ashford Inc. We hold a variable interest, in the form of a note receivable, in one of the consolidated entities in which the noncontrolling interest holder has a 100% interest. As we meet the conditions discussed above, we are considered the primary beneficiary of the entity and therefore we consolidate it. As of September 30, 2015 and December 31, 2014 , the note receivable had an outstanding balance of $3.0 million and $420,000 , respectively, which is eliminated in consolidation. This entity holds approximately $1.1 million of total assets that primarily consists of cash and cash equivalents and other assets that can only be used to settle the obligations of that entity. Additionally, that entity has accounts payable and accrued expenses of $5,000 for which creditors do not have recourse to Ashford Inc. 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. Investments in Unconsolidated Entities —We hold a first loss limited liability company interest (the "Interest") in an unconsolidated limited liability company (the "Fund"). The Fund is a private investment fund which generally invests its assets in one or more securities trading accounts that are managed by external investment advisers, including our subsidiary, Ashford Investment Management, LLC. Our initial investment in the Fund was made in May 2015 in the amount of $5 million , which represented an approximate 2% ownership interest in the Fund. In accordance with the Fund's limited liability company agreement, a manager not affiliated with us possesses and exercises the full, complete and exclusive right, power and authority to manage and conduct the business and affairs of the Fund, subject only to certain withdrawal and voting rights we have and the requirements of applicable law. Due to our limited rights, we do not exercise significant influence over the Fund and therefore do not account for the Interest under the equity method of accounting. The Fund is in an investment company (as defined by GAAP) for which the Interests do not have a readily determinable value. Instead, the manager of the Fund calculates a net asset value (“NAV”) for the Interests monthly in accordance with applicable authoritative accounting guidance. Changes in the NAV are recorded in “unrealized gain/loss in investment in unconsolidated entity." As of and for the three and six months ended June 30, 2015, we accounted for the Interest under the equity method of accounting by recording our Interest's share of the Fund’s net income/loss. While preparing the financial statements as of and for the three and nine months ended September 30, 2015, it was determined that our insignificant ownership in the Fund and our rights as an Interest holder are limited to such an extent that we do not believe that we exercise significant influence over the Fund. Therefore, we no longer account for the Interest under the equity method of accounting, however, this had no impact on the balance sheet, results of operations or cash flows as of and for the three and six months ended June 30, 2015, because the Fund continues to maintain the value of our Interest based on the Fund's NAV. The carrying value of the investment, which approximated fair value, at September 30, 2015 was $2.0 million . We recognized an unrealized loss of $2.0 million and $3.0 million for the three and nine months ended September 30, 2015 . There are no unfunded commitments related to the investment as of September 30, 2015 . Requests for redemptions can be made on a quarterly basis with 30 days’ notice. Under certain circumstances involving extraordinary market conditions, the Fund may limit or suspend withdrawals and distributions, and/or defer payment of withdrawn amounts. There were no restrictions related to withdrawals or distributions at September 30, 2015 . We also hold an investment in an unconsolidated entity, with a carrying value of $500,000 , which we account for under the cost method of accounting as we do not exercise significant influence over the entity. We review the investments in unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity in earnings (loss) in unconsolidated entities. No such impairment was recorded in the three and nine months ended September 30, 2015 . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. 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 AIM, 100% in the REHE Fund and 100% in the entity in which we hold a variable interest in the form of a note receivable at September 30, 2015 , and noncontrolling ownership interests of 40% in AIM and 100% in the entity in which we hold a variable interest in the form of a note receivable at December 31, 2014 . 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 ranges from 0.70% to 0.50% per annum of the total market capitalization ranges from less than $6.0 billion to greater than $10.0 billion of Ashford Prime and Ashford Trust, as defined in the amended 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 Long-Term Incentive Plan (“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. 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 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. Salaries and benefits also includes changes in fair value in the deferred compensation plan liability. See further discussion in Note 2 “deferred compensation plan” and Note 9. 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 income/loss as well as resulting gains or losses on potential sales. For the three months ended June 30, 2015, we recorded deprecation expense of $228,000 for an asset that was not yet placed in service. This depreciation expense was reversed during the three months ended September 30, 2015. We evaluated the impact of this adjustment and determined that the amount was immaterial to the financial statements for the three and six months ended June 30, 2015 and the three months ended September. There is no impact to the financial statements for the nine months ended September 30, 2015. 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” revenue. 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 Income (Loss) —As there are no transactions requiring presentation in other comprehensive income (loss), but not in net income (loss), the Company’s net income (loss) equates to other comprehensive income (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 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 both the three and nine months ended September 30, 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 income (loss). Investments in Securities —Investments in securities consist of publicly traded equity securities, U.S. treasury securities and put and call options on certain publicly traded securities. The fair value of equity securities and U.S. treasury securities is based on quoted market closing prices at the balance sheet date. This is considered a Level 1 valuation technique. Put and call options are considered derivative instruments. The fair value of put and call options is based on quoted market closing prices at the balance sheet dates in active markets, which is considered a Level 1 valuation technique and inactive markets, which is considered a Level 2 valuation technique. The fair value of these investments is reported as “investments in securities” and “liabilities associated with investments in securities.” The cost of securities sold is based on the first-in, first-out method. Investment transactions are accounted for on a trade-date basis. Dividends are recorded as income on the ex-dividend date and interest is recognized when earned on the accrual basis of accounting. Futures Contracts —The REHE Fund may use futures to hedge against its cash flows. A futures contract represents a commitment for the future purchase or sale of an asset or index at a specified price on a specified date. Futures contracts that are traded on an exchange are valued at their last reported settlement price as of the measurement date and are generally categorized in Level 1of the fair value hierarchy. The purchase and sale of futures requires margin deposits with a Futures Commission Merchant (“FCM”) equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the REHE Fund each day, depending on the daily fluctuations in the value of the contract. The REHE Fund recognizes a gain or loss equal to the daily variation margin. Futures have minimal counterparty risk since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default. Due From/To Brokers —Due from/to brokers includes cash balances held with brokers, receivables and payables from unsettled trades, margin borrowings, and collateral on derivative transactions. Amounts due from brokers may be restricted to the extent that they serve as deposits for securities sold short. In addition, margin borrowings are collateralized by certain securities and cash balances held by the REHE Fund. The REHE Fund is subject to interest on margin accounts based on daily margin borrowings. Due to brokers is included in “liabilities associated with investments in securities.” The REHE Fund had no margin borrowings at September 30, 2015 , In the normal course of business, substantially all of the REHE Fund’s securities transactions, money balances, and security positions are transacted with the REHE Fund’s broker: Goldman Sachs & Co. and ConvergEx Group. Accounts with ConvergEx Group are cleared by Pershing LLC. The REHE Fund is subject to credit risk to the extent any broker with which it conducts business is unable to fulfill contractual obligations on its behalf. The REHE Fund’s management monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Offsetting of Assets and Liabilities —Amounts due from and due to brokers are presented on a net basis, by counterparty, to the extent the REHE Fund has the legal right to offset the recognized amounts and intends to settle on a net basis. The REHE Fund presents on a net basis the fair value amounts recognized for over-the-counter (“OTC”) derivatives executed with the same counterparty under the same master netting agreement. 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. The REHE Fund does not record a provision for U.S. federal, state, or local income taxes as it is a partnership, and the REHE Fund partners report their share of the REHE Fund’s income or loss on their income tax returns. However, certain U.S. dividend income and interest income may be subject to a maximum 30% withholding tax for those limited partners that are foreign entities or foreign individuals. 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. Our effective tax rates on income (loss) before income taxes for the three and nine months ended September 30, 2015 , were (12.8)% and (9.6)% , respectively. The rates reflect the effects of permanent differences and changes 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. At the end of each quarter, we assess the need for a valuation allowance which involves consideration of both positive and negative evidence related to the likelihood of realization of the deferred tax assets. As of September 30, 2015, we recorded deferred tax assets of $11.0 million . After evaluating positive and negative evidence, including the generation of taxable income during the nine months ended September 30, 2015, and carryback potential of certain deferred tax assets, we determined that it is more likely than not that we will utilize a portion of our deferred tax assets. We recorded a valuation allowance of $7.5 million resulting in recognition of net deferred tax assets of $3.5 million . For the three and nine month periods ending September 30, 2015, we recorded corresponding non-cash deferred income tax benefits of $1.2 million and $3.5 million , respectively. A deferred tax benefit of $520,000 related to the year ended December 31, 2014, was recorded in the nine months ended September 30, 2015. We evaluated the impact of this adjustment and determined that the amount was immaterial to the financial statements for the current fiscal period and the prior fiscal year. The valuation allowance is primarily the result of uncertainties regarding the future realization of certain deductible temporary differences as well as the Company’s cumulative operating losses recorded from the date of the spin-off through September 30, 2015. The analysis utilized in determining the valuation allowance involves considerable judgment and assumptions. The “Income Taxes” Topic of the FASB ASC 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. Recently Adopted Accounting Standards —In May 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-07, Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The new standard removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new standard is effective for fiscal periods beginning after December 15, 2015. Early application is permitted. We maintain an investment in a limited partnership, which primarily invests in publicly traded equity securities, including put and call options on publicly traded equity securities. The value of our investment in this limited partnership is estimated using the net asset value of the limited partnership. We have elected to apply this standard as of September 30, 2015 and our investment will not be included in our disclosures reflected within Note 4 to these condensed financial statements. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which defers the effective date to fiscal periods beginning after December 15, 2017. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our 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 p |
Derivative Contracts
Derivative Contracts | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Contracts Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Derivative Contracts For the nine months ended September 30, 2015 , the volume of the REHE Fund’s option derivative activities based on their notional amounts which are the fair values of the underlying shares as if the options were exercised at September 30, 2015 , was seven long exposure contracts with a notional amount of $897,000 and 13 short exposure contracts with a notional amount of $(4.8) million . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total September 30, 2015 Assets Derivative assets: Equity put options $ 8,596 $ — $ 8,596 (1) Equity call options 1,115 — 1,115 (1) Futures contracts 400 — 400 (1) Non-derivative assets: Equity - American Depositary Receipt 1,571 — 1,571 (1) Equity securities 70,164 — 70,164 (1) U.S. treasury securities 34,330 — 34,330 (1) Total 116,176 — 116,176 Liabilities Derivative liabilities: Short equity put options (7,260 ) — (7,260 ) (2) Short equity call options (1,067 ) (35 ) (1,102 ) (2) Non-derivative liabilities: Deferred compensation plan (13,381 ) — (13,381 ) Equity securities (5,056 ) — (5,056 ) Total (26,764 ) (35 ) (26,799 ) Net $ 89,412 $ (35 ) $ 89,377 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2014 Liabilities Non-derivative liabilities: Deferred compensation plan $ (19,955 ) $ — $ (19,955 ) __________________ (1) Reported as “investments in securities” in the balance sheets. (2) Reported as “liabilities associated with investments in securities” in the balance sheets. Effect of Fair Value Measured Assets and Liabilities on Statements of Operations and Comprehensive Income (Loss) The following table summarizes the effect of fair value measured liabilities on the statements of operations and comprehensive income (loss) (in thousands): Gain (Loss)Recognized Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Assets Derivative assets: Equity put options $ 129 $ — $ 535 $ — Equity call options (1,206 ) — (1,125 ) — Futures contracts 150 — 150 — Non-derivative assets: Equity - American Depositary Receipt (673 ) — (640 ) — Equity securities (9,788 ) — (12,510 ) — U.S. treasury securities 606 — 255 — Total (10,782 ) — (13,335 ) — Liabilities Derivative liabilities: Short equity put options (346 ) — (419 ) — Short equity call options 2,598 — 3,053 — Non-derivative liabilities: Equity securities 704 — 920 — Deferred compensation plan 5,035 — 6,457 — Total 7,991 — 10,011 — Net $ (2,791 ) $ — $ (3,324 ) $ — Total combined Unrealized loss on investment securities $ (7,861 ) $ — $ (10,851 ) $ — Realized gain on investment securities 35 — 1,070 — Deferred compensation plan 5,035 (1) — 6,457 (1) — Net $ (2,791 ) $ — $ (3,324 ) $ — ________ (1) Reported as a component of “salaries and benefits” in the statements of operations and comprehensive income (loss). |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 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): September 30, 2015 December 31, 2014 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Investments in securities $ 116,176 $ 116,176 $ — $ — Financial liabilities measured at fair value: Liabilities associated with investments in securities $ 13,418 $ 13,418 $ — $ — Deferred compensation plan 13,381 13,381 19,955 19,955 Financial assets not measured at fair value: Financial assets: Cash and cash equivalents $ 25,321 $ 25,321 $ 29,597 $ 29,597 Restricted cash 6,547 6,547 3,337 3,337 Receivables 216 216 — — Due from Ashford Trust OP, net 5,893 5,893 8,202 8,202 Due from Ashford Prime OP 2,441 2,441 2,546 2,546 Financial liabilities not measured at fair value: Financial liabilities: Accounts payable and accrued expenses $ 10,994 $ 10,994 $ 9,307 $ 9,307 Due to affiliates 760 760 1,313 1,313 Other liabilities 6,547 6,547 3,337 3,337 Investments in securities and liabilities associated with investments in securities . Investment securities consist of U.S. treasury securities, publicly traded equity securities, equity put and call options on certain publicly traded equity securities and futures contracts. Liabilities associated with investments in securities consist of a margin account balance and short equity put and call options. The fair value of these investments is based on quoted market closing prices at the balance sheet dates in active and inactive markets. This is considered either a Level 1 or Level 2 valuation technique. See Notes 2, 3 and 4 for a complete description of the methodology and assumptions utilized in determining fair values. 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. Receivables, 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 | 9 Months Ended |
Sep. 30, 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. Securities Sold Short —The REHE Fund is subject to certain inherent risks arising from selling securities short. The ultimate cost to the REHE Fund to acquire these securities may exceed the liability reflected in these financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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, which was later amended. The quarterly base fee is a percentage of Ashford Trust’s total market capitalization and is based on a declining sliding scale, subject to a minimum quarterly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Total market capitalization includes the aggregate principal amount of its consolidated indebtedness (including its proportionate share of debt of any entity that is not consolidated but excluding its joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale are between 0.70% and 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . At September 30, 2015 , the quarterly base fee was 0.70% per annum. 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. The following table summarizes the advisory services revenue from Ashford Trust OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Advisory services revenue Base advisory fee $ 8,702 $ — $ 25,217 $ — Reimbursable expenses (1) 1,649 — 4,939 — Equity-based compensation (2) 468 — 1,791 — Incentive fee — — — — Total advisory services revenue $ 10,819 $ — $ 31,947 $ — Other revenue Non-advisory expense reimbursements $ 156 $ — $ 351 $ — ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. (2) Equity-based compensation revenue is associated with equity grants of Ashford Trust’s common stock and LTIP units awarded to officers and employees of Ashford Inc. At September 30, 2015 and December 31, 2014 , we had a net receivable of $5.9 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, which was later amended. The quarterly base fee is a percentage of Ashford Prime’s total market capitalization and is based on a declining sliding scale, subject to a minimum quarterly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Total market capitalization includes the aggregate principal amount of its consolidated indebtedness (including its proportionate share of debt of any entity that is not consolidated but excluding its joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale are between 0.70% to 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . At September 30, 2015 , the quarterly base fee was 0.70% per annum. 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. The following table summarizes the advisory services revenue from Ashford Prime OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Advisory services revenue Base advisory fee $ 2,145 $ 2,249 $ 6,514 $ 6,458 Reimbursable expenses (1) 441 340 1,445 1,246 Equity-based compensation (2) 935 431 1,846 1,541 Incentive fee — — — — Total advisory services revenue $ 3,521 $ 3,020 $ 9,805 $ 9,245 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. (2) Equity-based compensation revenue is associated with equity grants of Ashford Prime’s common stock and LTIP units awarded to officers and employees of Ashford Inc. At September 30, 2015 and December 31, 2014 , we had receivables of $2.4 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 Holdings L.P. and subsidiaries (“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 and nine months ended September 30, 2015 , these reimbursements totaled $ 1.1 million and $3.4 million , respectively, and are included in “general and administrative” expenses on the statements of operations and comprehensive income (loss). For the three and nine months ended September 30, 2014 , these reimbursements totaled $443,000 and $1.5 million , respectively, and are included in “general and administrative” expenses on the statements of operations and comprehensive income (loss). The amounts due under these arrangements as of September 30, 2015 and December 31, 2014 , are included in “due to affiliates” on our balance sheets. Certain limited partners of the REHE Fund, including our chief executive officer, Ashford Trust, Ashford Prime and certain directors of Ashford Trust and Ashford Prime are affiliated with the General Partner. The aggregate value of the affiliated limited partners’ share of partners’ capital in the REHE Fund at September 30, 2015 , was approximately $103.3 million . Certain employees of Remington who perform work on behalf of Ashford Trust were granted shares of restricted stock under the Ashford Trust Stock Plan prior to our spin-off. 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 $2,000 and $7,000 was recognized in the statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2015 , respectively. Expense of $3,000 and $1,000 was recognized in the statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2014 , respectively. For periods prior to the spin-off, the operations of the Company were 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 $18.0 million for the nine months ended September 30, 2014 . As the Company’s financial statements through November 12, 2014, have been carved out of Ashford Trust OP, for the three and nine months ended September 30, 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. On June 11, 2015, we announced that we are providing a total of $6.0 million in key money consideration to our managed REITs for two acquisitions. In connection with our engagement to provide hotel advisory services to Ashford Trust, w e are providing $4.0 million of key money consideration to purchase furniture, fixtures and equipment related to Ashford Trust’s $62.5 million acquisition of the 226-room Le Pavillon Hotel in New Orleans, Louisiana by Ashford Trust, which closed in June 2015. The $4.0 million obligation is included in non-current “other assets” and “Due from Ashford Trust, net” on our balance sheet as of September 30, 2015 . Separately, in connection with our engagement to provide hotel advisory services to Ashford Prime, w e have also provided $2.0 million of key money consideration comprised of $206,000 in cash and the issuance of 19,897 shares of our common stock to purchase furniture, fixtures and equipment related to Ashford Prime’s $85.0 million acquisition of the 62-room Bardessono Hotel and Spa in Yountville, California, which closed in July 2015. The initial value assigned to the common stock was based on the previous 10-day closing prices as of July 1, 2015, which was approximately $1.8 million . The key money consideration was paid on September 14, 2015. In return for the key money consideration, Ashford Prime transferred furniture, fixtures and equipment to Ashford Inc., which was subsequently leased back at no cost for a term of five years. The fair value of the key money consideration transferred on September 14, 2015, was approximately $1.6 million , which decreased in value from July 1, 2015 solely due to the change in the price of Ashford Inc. common stock. The hotel advisory services and the lease are considered a multiple element arrangement, in accordance with the applicable accounting guidance. As such, a portion of the base advisory fee should be allocated to lease revenue equal to the estimated fair value of the lease payments that would have been made. As a result, $15,000 of advisory revenue was allocated to lease revenue for the three and nine months ended September 30, 2015. Lease revenue is included in “other” revenue in the condensed statements of operations. On September 17, 2015, we entered into an Acquisition Agreement (the “Acquisition Agreement”) to acquire 80% of Remington Holdings L.P. and its subsidiaries (“Remington”) for total consideration of $331.7 million , with an estimated fair value of $330.7 million . Under the agreement, Ashford Inc.’s existing business along with 80% of Remington will be contributed to a new subsidiary of Ashford Inc., Ashford Advisors, Inc. (“Ashford Advisors”).The total consideration will be in the form of 916,500 shares of Ashford Advisors, Inc. Class B non-voting common stock, representing a 29.4% initial ownership in Ashford Advisors, Inc., with an estimated fair value of approximately $91.7 million ; (ii) 9,200,000 shares of Ashford Advisors, Inc. 6.625% non-voting convertible preferred stock with an estimated fair value of approximately $230.0 million ; and (iii) $10.0 million zero coupon Ashford Advisors, Inc. note payable, with an estimated fair value of approximately $9.0 million . The Ashford Advisors preferred and common stock and the 20% interest retained by the principals of Remington will be subject to certain put, call and/or conversion rights which could result in the previous owners of Remington receiving subsidiary voting shares and/or preferred or common shares of Ashford Inc. This transaction is subject to customary closing conditions, including approval by Ashford Inc. stockholders, and certain tax related conditions. The incremental EBITDA that Ashford receives from Remington for managing properties for Ashford Trust and Ashford Prime will not be included in the calculation of any termination fees due under the advisory agreements. The Board of Ashford has entered into side letter agreements with the boards of Ashford Trust and Ashford Prime that address the exclusion of this income from the termination fee calculation. All of the equity received by the Remington sellers in this transaction will be non-voting equity and we will be subject to an investor rights agreement that will limit the voting control for the Remington sellers combined equity to no more than 25% for four years, and will provide the Remington sellers with the right to nominate a director to the boards of each of Ashford Inc. and Remington Hospitality Management, Inc. Ashford Inc. will have contractual rights to acquire the remaining interest in Remington, including a right of first refusal for the life of Ashford Inc.’s ownership as well as there being a formula to call that remaining ownership after ten years and a right to call the preferred after five years. The Acquisition Agreement contains termination rights for both the Company and Remington, including the right of either party to terminate the Acquisition Agreement if the transactions are not consummated before June 30, 2016. If the Acquisition Agreement is terminated by the Company as provided in the Acquisition Agreement, the Company is required to pay the Remington sellers a termination fee of $6.7 million plus the costs and expenses incurred by them. |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation Equity-Based Compensation —Equity-based compensation expense of $3.4 million and $12.2 million was recognized for the three and nine months ended September 30, 2015 , respectively, and included $971,000 and $2.9 million , respectively, of expense attributable to our stock options. Equity-based compensation expense also included $250,000 for the nine months ended September 30, 2015 , associated with shares of our common stock issued to our independent directors and included in “general and administrative” expense on our statements of operations and comprehensive income (loss). Equity-based compensation expense of $4.2 million and $16.4 million was recognized for the three and nine months ended September 30, 2014 , respectively. As of September 30, 2015 , the Company had approximately $8.5 million of total unrecognized compensation expense related to stock options that will be recognized over the weighted average period of 2.2 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 and nine months ended September 30, 2015 , we recognized equity-based compensation expense of $2.4 million and $9.1 million related to these grants. As of September 30, 2015 , the outstanding restricted stock/units related to the assumed Ashford Trust equity grants had vesting schedules between January 2016 and April 2017. As of September 30, 2015 , the unrecognized cost of these unvested shares of restricted stock/units was $8.6 million , which will be amortized over a period of 1.6 years . As described in Note 7, there was equity-based compensation associated with employees of an affiliate, included in “general and administrative” expense, of $2,000 and $7,000 for the three and nine months ended September 30, 2015 , respectively, as well as $3,000 and $1,000 for the three and nine months ended September 30, 2014 , respectively. 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”). 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. 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. 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% in AIM, 100% in the REHE Fund and 100% in the entity in which we hold a variable interest in the form of a note receivable with a total carrying value of $102.0 million at September 30, 2015 and noncontrolling ownership interests of 40% in AIM and 100% in the entity in which we hold a variable interest in the form of a note receivable with a total carrying value of $(87,000) at December 31, 2014 . Loss from consolidated entities attributable to these noncontrolling interests was $9.2 million and $13.3 million for the three and nine months ended September 30, 2015 . Loss from consolidated entities attributable to these noncontrolling interests was $170,000 for both the three and nine months ended September 30, 2014 . With respect to the 100% noncontrolling interests in the REHE Fund, limited partners have redemption rights which contain certain restrictions with respect to rights of withdrawal from the REHE Fund as specified in the limited partnership agreement. |
Deferred Compensation Plan
Deferred Compensation Plan | 9 Months Ended |
Sep. 30, 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 income (loss). For the three and nine months ended September 30, 2015 , we recorded an unrealized gain of $5.0 million and $6.5 million , respectively. No unrealized gain or loss was recorded for the three and nine months ended September 30, 2014 . During the three and nine months ended September 30, 2015 , distributions of 465 shares and 1,395 shares with fair values of $30,000 and $117,000 , respectively, were made to one participant. No dividends were associated with the deferred compensation plan for the three and nine months ended September 30, 2015 . For the three and nine months ended September 30, 2014 , deferred compensation plan associated dividends, included as a component of accumulated deficit, totaled $193,000 and $567,000 , respectively. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Ashford LLC | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014 , were $286,000 and $424,000 , respectively, which represented ownership of approximately 0.2% as of each period. The carrying value of redeemable noncontrolling interests as of September 30, 2015 and December 31, 2014 , included adjustments of $240,000 and $369,000 , respectively, to reflect the excess of redemption value over the accumulated historical cost. For the three and nine months ended September 30, 2015 , net income of $0 and net loss of $10,000 , respectively, was allocated to the redeemable noncontrolling interests. No net income/loss was allocated to redeemable noncontrolling interests for the three and nine months ended September 30, 2014 . |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 54 $ (8,701 ) $ (3,866 ) $ (30,989 ) Distributed and undistributed net income (loss) - basic 54 (8,701 ) (3,866 ) (30,989 ) Effect of deferred compensation plan (5,035 ) — (6,457 ) — Distributed and undistributed net loss - diluted $ (4,981 ) $ (8,701 ) $ (10,323 ) $ (30,989 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 1,991 1,981 1,986 1,981 Effect of deferred compensation plan shares 211 — 212 — Weighted average common shares outstanding – diluted 2,202 1,981 2,198 1,981 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ 0.03 $ (4.39 ) $ (1.95 ) $ (15.64 ) Loss per share – diluted: Net loss allocated to common stockholders per share $ (2.26 ) $ (4.39 ) $ (4.70 ) $ (15.64 ) 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) allocated to common stockholders is not adjusted for: Net loss attributable to redeemable noncontrolling interests in Ashford LLC — — (10 ) — Total $ — $ — $ (10 ) $ — Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 3 5 3 5 Effect of assumed exercise of stock options — — 1 — Effect of assumed conversion of Ashford LLC units 5 5 5 5 Total 8 10 9 10 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate in one business segment: asset and investment management, which includes managing the day-to-day operations of Ashford Prime and its subsidiaries, Ashford Trust and its subsidiaries and the REHE Fund in conformity with each entity’s investment guidelines. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recently Adopted Accounting Standards —In May 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-07, Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The new standard removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new standard is effective for fiscal periods beginning after December 15, 2015. Early application is permitted. We maintain an investment in a limited partnership, which primarily invests in publicly traded equity securities, including put and call options on publicly traded equity securities. The value of our investment in this limited partnership is estimated using the net asset value of the limited partnership. We have elected to apply this standard as of September 30, 2015 and our investment will not be included in our disclosures reflected within Note 4 to these condensed financial statements. |
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. The REHE Funds are investment companies and follow the accounting and reporting guidance in Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. 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 income (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 income (loss) do not report revenue associated with its management and advisory services provided to Ashford Trust for the historical periods presented prior to our 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. A variable interest entity (“VIE”) must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. The REHE Fund is considered to be a VIE, as defined by authoritative accounting guidance. All major decisions related to the REHE Fund that most significantly impact its economic performance, including but not limited to admittance of limited partners and purchasing, selling (including short sales), investing and trading in investments and engaging in financial transactions, including borrowing, financing, pledging, hedging and other derivative transactions are subject to the approval of our wholly-owned subsidiary, AIM GP. As such, we consolidate the REHE Fund. The REHE Fund holds approximately $117.7 million of total assets that primarily consists of investments in securities, cash and cash equivalents and receivables that can only be used to settle the obligations of the REHE Fund. Additionally, the REHE Fund has liabilities of $13.6 million that primarily consists of liabilities associated with investments in securities for which creditors do not have recourse to Ashford Inc. We hold a variable interest, in the form of a note receivable, in one of the consolidated entities in which the noncontrolling interest holder has a 100% interest. As we meet the conditions discussed above, we are considered the primary beneficiary of the entity and therefore we consolidate it. As of September 30, 2015 and December 31, 2014 , the note receivable had an outstanding balance of $3.0 million and $420,000 , respectively, which is eliminated in consolidation. This entity holds approximately $1.1 million of total assets that primarily consists of cash and cash equivalents and other assets that can only be used to settle the obligations of that entity. Additionally, that entity has accounts payable and accrued expenses of $5,000 for which creditors do not have recourse to Ashford Inc. |
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. |
Equity Method Investments, Policy [Policy Text Block] | Investments in Unconsolidated Entities —We hold a first loss limited liability company interest (the "Interest") in an unconsolidated limited liability company (the "Fund"). The Fund is a private investment fund which generally invests its assets in one or more securities trading accounts that are managed by external investment advisers, including our subsidiary, Ashford Investment Management, LLC. Our initial investment in the Fund was made in May 2015 in the amount of $5 million , which represented an approximate 2% ownership interest in the Fund. In accordance with the Fund's limited liability company agreement, a manager not affiliated with us possesses and exercises the full, complete and exclusive right, power and authority to manage and conduct the business and affairs of the Fund, subject only to certain withdrawal and voting rights we have and the requirements of applicable law. Due to our limited rights, we do not exercise significant influence over the Fund and therefore do not account for the Interest under the equity method of accounting. The Fund is in an investment company (as defined by GAAP) for which the Interests do not have a readily determinable value. Instead, the manager of the Fund calculates a net asset value (“NAV”) for the Interests monthly in accordance with applicable authoritative accounting guidance. Changes in the NAV are recorded in “unrealized gain/loss in investment in unconsolidated entity." As of and for the three and six months ended June 30, 2015, we accounted for the Interest under the equity method of accounting by recording our Interest's share of the Fund’s net income/loss. While preparing the financial statements as of and for the three and nine months ended September 30, 2015, it was determined that our insignificant ownership in the Fund and our rights as an Interest holder are limited to such an extent that we do not believe that we exercise significant influence over the Fund. Therefore, we no longer account for the Interest under the equity method of accounting, however, this had no impact on the balance sheet, results of operations or cash flows as of and for the three and six months ended June 30, 2015, because the Fund continues to maintain the value of our Interest based on the Fund's NAV. The carrying value of the investment, which approximated fair value, at September 30, 2015 was $2.0 million . We recognized an unrealized loss of $2.0 million and $3.0 million for the three and nine months ended September 30, 2015 . There are no unfunded commitments related to the investment as of September 30, 2015 . Requests for redemptions can be made on a quarterly basis with 30 days’ notice. Under certain circumstances involving extraordinary market conditions, the Fund may limit or suspend withdrawals and distributions, and/or defer payment of withdrawn amounts. There were no restrictions related to withdrawals or distributions at September 30, 2015 . We also hold an investment in an unconsolidated entity, with a carrying value of $500,000 , which we account for under the cost method of accounting as we do not exercise significant influence over the entity. We review the investments in unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity in earnings (loss) in unconsolidated entities. No such impairment was recorded in the three and nine months ended September 30, 2015 . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. |
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 AIM, 100% in the REHE Fund and 100% in the entity in which we hold a variable interest in the form of a note receivable at September 30, 2015 , and noncontrolling ownership interests of 40% in AIM and 100% in the entity in which we hold a variable interest in the form of a note receivable at December 31, 2014 . |
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 ranges from 0.70% to 0.50% per annum of the total market capitalization ranges from less than $6.0 billion to greater than $10.0 billion of Ashford Prime and Ashford Trust, as defined in the amended 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 Long-Term Incentive Plan (“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. |
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 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. Salaries and benefits also includes changes in fair value in the deferred compensation plan liability. See further discussion in Note 2 “deferred compensation plan” and Note 9. |
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 income/loss as well as resulting gains or losses on potential sales. For the three months ended June 30, 2015, we recorded deprecation expense of $228,000 for an asset that was not yet placed in service. This depreciation expense was reversed during the three months ended September 30, 2015. We evaluated the impact of this adjustment and determined that the amount was immaterial to the financial statements for the three and six months ended June 30, 2015 and the three months ended September. There is no impact to the financial statements for the nine months ended September 30, 2015. |
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” revenue. 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 Income (Loss) —As there are no transactions requiring presentation in other comprehensive income (loss), but not in net income (loss), the Company’s net income (loss) equates to other comprehensive income (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 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 both the three and nine months ended September 30, 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 income (loss). |
Investments in Securities | Investments in Securities —Investments in securities consist of publicly traded equity securities, U.S. treasury securities and put and call options on certain publicly traded securities. The fair value of equity securities and U.S. treasury securities is based on quoted market closing prices at the balance sheet date. This is considered a Level 1 valuation technique. Put and call options are considered derivative instruments. The fair value of put and call options is based on quoted market closing prices at the balance sheet dates in active markets, which is considered a Level 1 valuation technique and inactive markets, which is considered a Level 2 valuation technique. The fair value of these investments is reported as “investments in securities” and “liabilities associated with investments in securities.” The cost of securities sold is based on the first-in, first-out method. Investment transactions are accounted for on a trade-date basis. Dividends are recorded as income on the ex-dividend date and interest is recognized when earned on the accrual basis of accounting. |
Derivatives, Policy [Policy Text Block] | Futures Contracts —The REHE Fund may use futures to hedge against its cash flows. A futures contract represents a commitment for the future purchase or sale of an asset or index at a specified price on a specified date. Futures contracts that are traded on an exchange are valued at their last reported settlement price as of the measurement date and are generally categorized in Level 1of the fair value hierarchy. The purchase and sale of futures requires margin deposits with a Futures Commission Merchant (“FCM”) equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the REHE Fund each day, depending on the daily fluctuations in the value of the contract. The REHE Fund recognizes a gain or loss equal to the daily variation margin. Futures have minimal counterparty risk since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default. |
Due From/To Brokers | Due From/To Brokers —Due from/to brokers includes cash balances held with brokers, receivables and payables from unsettled trades, margin borrowings, and collateral on derivative transactions. Amounts due from brokers may be restricted to the extent that they serve as deposits for securities sold short. In addition, margin borrowings are collateralized by certain securities and cash balances held by the REHE Fund. The REHE Fund is subject to interest on margin accounts based on daily margin borrowings. Due to brokers is included in “liabilities associated with investments in securities.” The REHE Fund had no margin borrowings at September 30, 2015 , In the normal course of business, substantially all of the REHE Fund’s securities transactions, money balances, and security positions are transacted with the REHE Fund’s broker: Goldman Sachs & Co. and ConvergEx Group. Accounts with ConvergEx Group are cleared by Pershing LLC. The REHE Fund is subject to credit risk to the extent any broker with which it conducts business is unable to fulfill contractual obligations on its behalf. The REHE Fund’s management monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. |
Offsetting of Assets and Liabilities | Offsetting of Assets and Liabilities —Amounts due from and due to brokers are presented on a net basis, by counterparty, to the extent the REHE Fund has the legal right to offset the recognized amounts and intends to settle on a net basis. The REHE Fund presents on a net basis the fair value amounts recognized for over-the-counter (“OTC”) derivatives executed with the same counterparty under the same master netting agreement. |
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. The REHE Fund does not record a provision for U.S. federal, state, or local income taxes as it is a partnership, and the REHE Fund partners report their share of the REHE Fund’s income or loss on their income tax returns. However, certain U.S. dividend income and interest income may be subject to a maximum 30% withholding tax for those limited partners that are foreign entities or foreign individuals. 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. Our effective tax rates on income (loss) before income taxes for the three and nine months ended September 30, 2015 , were (12.8)% and (9.6)% , respectively. The rates reflect the effects of permanent differences and changes 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. At the end of each quarter, we assess the need for a valuation allowance which involves consideration of both positive and negative evidence related to the likelihood of realization of the deferred tax assets. As of September 30, 2015, we recorded deferred tax assets of $11.0 million . After evaluating positive and negative evidence, including the generation of taxable income during the nine months ended September 30, 2015, and carryback potential of certain deferred tax assets, we determined that it is more likely than not that we will utilize a portion of our deferred tax assets. We recorded a valuation allowance of $7.5 million resulting in recognition of net deferred tax assets of $3.5 million . For the three and nine month periods ending September 30, 2015, we recorded corresponding non-cash deferred income tax benefits of $1.2 million and $3.5 million , respectively. A deferred tax benefit of $520,000 related to the year ended December 31, 2014, was recorded in the nine months ended September 30, 2015. We evaluated the impact of this adjustment and determined that the amount was immaterial to the financial statements for the current fiscal period and the prior fiscal year. The valuation allowance is primarily the result of uncertainties regarding the future realization of certain deductible temporary differences as well as the Company’s cumulative operating losses recorded from the date of the spin-off through September 30, 2015. The analysis utilized in determining the valuation allowance involves considerable judgment and assumptions. The “Income Taxes” Topic of the FASB ASC 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. |
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. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which defers the effective date to fiscal periods beginning after December 15, 2017. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our 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”). The ASU amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are evaluating the effect that ASU 2015-02 will have on our financial statements and related disclosures. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), as part of its Simplification Initiative to provide guidance on management’s responsibility to adjust provisional amounts recognized in a business combination and to provide related disclosure requirements.The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 applies to all entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total September 30, 2015 Assets Derivative assets: Equity put options $ 8,596 $ — $ 8,596 (1) Equity call options 1,115 — 1,115 (1) Futures contracts 400 — 400 (1) Non-derivative assets: Equity - American Depositary Receipt 1,571 — 1,571 (1) Equity securities 70,164 — 70,164 (1) U.S. treasury securities 34,330 — 34,330 (1) Total 116,176 — 116,176 Liabilities Derivative liabilities: Short equity put options (7,260 ) — (7,260 ) (2) Short equity call options (1,067 ) (35 ) (1,102 ) (2) Non-derivative liabilities: Deferred compensation plan (13,381 ) — (13,381 ) Equity securities (5,056 ) — (5,056 ) Total (26,764 ) (35 ) (26,799 ) Net $ 89,412 $ (35 ) $ 89,377 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2014 Liabilities Non-derivative liabilities: Deferred compensation plan $ (19,955 ) $ — $ (19,955 ) __________________ (1) Reported as “investments in securities” in the balance sheets. (2) Reported as “liabilities associated with investments in securities” in the balance sheets. |
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 income (loss) (in thousands): Gain (Loss)Recognized Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Assets Derivative assets: Equity put options $ 129 $ — $ 535 $ — Equity call options (1,206 ) — (1,125 ) — Futures contracts 150 — 150 — Non-derivative assets: Equity - American Depositary Receipt (673 ) — (640 ) — Equity securities (9,788 ) — (12,510 ) — U.S. treasury securities 606 — 255 — Total (10,782 ) — (13,335 ) — Liabilities Derivative liabilities: Short equity put options (346 ) — (419 ) — Short equity call options 2,598 — 3,053 — Non-derivative liabilities: Equity securities 704 — 920 — Deferred compensation plan 5,035 — 6,457 — Total 7,991 — 10,011 — Net $ (2,791 ) $ — $ (3,324 ) $ — Total combined Unrealized loss on investment securities $ (7,861 ) $ — $ (10,851 ) $ — Realized gain on investment securities 35 — 1,070 — Deferred compensation plan 5,035 (1) — 6,457 (1) — Net $ (2,791 ) $ — $ (3,324 ) $ — ________ (1) Reported as a component of “salaries and benefits” in the statements of operations and comprehensive income (loss). |
Summary of Fair Value of Fina21
Summary of Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2015 December 31, 2014 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Investments in securities $ 116,176 $ 116,176 $ — $ — Financial liabilities measured at fair value: Liabilities associated with investments in securities $ 13,418 $ 13,418 $ — $ — Deferred compensation plan 13,381 13,381 19,955 19,955 Financial assets not measured at fair value: Financial assets: Cash and cash equivalents $ 25,321 $ 25,321 $ 29,597 $ 29,597 Restricted cash 6,547 6,547 3,337 3,337 Receivables 216 216 — — Due from Ashford Trust OP, net 5,893 5,893 8,202 8,202 Due from Ashford Prime OP 2,441 2,441 2,546 2,546 Financial liabilities not measured at fair value: Financial liabilities: Accounts payable and accrued expenses $ 10,994 $ 10,994 $ 9,307 $ 9,307 Due to affiliates 760 760 1,313 1,313 Other liabilities 6,547 6,547 3,337 3,337 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Ashford Trust, Inc. [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions [Table Text Block] | The following table summarizes the advisory services revenue from Ashford Trust OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Advisory services revenue Base advisory fee $ 8,702 $ — $ 25,217 $ — Reimbursable expenses (1) 1,649 — 4,939 — Equity-based compensation (2) 468 — 1,791 — Incentive fee — — — — Total advisory services revenue $ 10,819 $ — $ 31,947 $ — Other revenue Non-advisory expense reimbursements $ 156 $ — $ 351 $ — ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. (2) Equity-based compensation revenue is associated with equity grants of Ashford Trust’s common stock and LTIP units awarded to officers and employees of Ashford Inc. |
Ashford Prime, Inc. [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions [Table Text Block] | The following table summarizes the advisory services revenue from Ashford Prime OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Advisory services revenue Base advisory fee $ 2,145 $ 2,249 $ 6,514 $ 6,458 Reimbursable expenses (1) 441 340 1,445 1,246 Equity-based compensation (2) 935 431 1,846 1,541 Incentive fee — — — — Total advisory services revenue $ 3,521 $ 3,020 $ 9,805 $ 9,245 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. (2) Equity-based compensation revenue is associated with equity grants of Ashford Prime’s common stock and LTIP units awarded to officers and employees of Ashford Inc. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 54 $ (8,701 ) $ (3,866 ) $ (30,989 ) Distributed and undistributed net income (loss) - basic 54 (8,701 ) (3,866 ) (30,989 ) Effect of deferred compensation plan (5,035 ) — (6,457 ) — Distributed and undistributed net loss - diluted $ (4,981 ) $ (8,701 ) $ (10,323 ) $ (30,989 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 1,991 1,981 1,986 1,981 Effect of deferred compensation plan shares 211 — 212 — Weighted average common shares outstanding – diluted 2,202 1,981 2,198 1,981 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ 0.03 $ (4.39 ) $ (1.95 ) $ (15.64 ) Loss per share – diluted: Net loss allocated to common stockholders per share $ (2.26 ) $ (4.39 ) $ (4.70 ) $ (15.64 ) |
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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) allocated to common stockholders is not adjusted for: Net loss attributable to redeemable noncontrolling interests in Ashford LLC — — (10 ) — Total $ — $ — $ (10 ) $ — Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 3 5 3 5 Effect of assumed exercise of stock options — — 1 — Effect of assumed conversion of Ashford LLC units 5 5 5 5 Total 8 10 9 10 |
Organization and Description 24
Organization and Description of Business (Details) | 9 Months Ended | ||
Sep. 30, 2015 | Jan. 05, 2015 | Nov. 12, 2014shares | |
Noncontrolling Interest [Line Items] | |||
Special distribution, conversion ratio, shares of Trust common stock converted to one share of Inc. common stock | 87 | ||
Special distribution, maximum percentage of shares available for conversion for unitholders | 99.00% | ||
Special distribution, conversion ratio, shares of Trust common units converted to one share of Inc. common stock | 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 Trust common units converted to one share of Inc. common stock | 55 | ||
Ashford Trust ownership of Ashford Inc. common stock | 598,000 | ||
Equity method investment, ownership percentage | 30.00% | ||
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% | ||
Minimum [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment management fee percent | 1.50% | ||
Minimum [Member] | AIM GP [Member] | AIM REHE Funds GP [Member] | |||
Noncontrolling Interest [Line Items] | |||
Performance allocation percentage | 15.00% | ||
Maximum [Member] | |||
Noncontrolling Interest [Line Items] | |||
Investment management fee percent | 2.00% | ||
Maximum [Member] | AIM GP [Member] | AIM REHE Funds GP [Member] | |||
Noncontrolling Interest [Line Items] | |||
Performance allocation percentage | 20.00% |
Significant Accounting Polici25
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 17, 2015 | May. 01, 2015 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | ||||||||
Investments in unconsolidated entities | $ 2,456,000 | $ 2,456,000 | $ 0 | |||||
Unrealized loss on investment in unconsolidated entity | (1,954,000) | $ 0 | (3,020,000) | $ 0 | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments | 0 | 0 | ||||||
Assets | 173,821,000 | 173,821,000 | 49,230,000 | |||||
Liabilities | $ 45,444,000 | $ 45,444,000 | $ 33,912,000 | |||||
Noncontrolling ownership interest | 0.20% | 0.20% | 0.00% | 0.20% | ||||
Cost method investment | $ 500,000 | $ 500,000 | ||||||
Equity method investment, other than temporary impairment | $ 0 | $ 0 | ||||||
Weighted average common shares outstanding – basic | 1,991,000 | 1,981,000 | 1,986,000 | 1,981,000 | ||||
Weighted average common shares outstanding – diluted | 2,202,000 | 1,981,000 | 2,198,000 | 1,981,000 | ||||
Weighted average diluted shares are not adjusted for: | 8,000 | 10,000 | 9,000 | 10,000 | ||||
Deferral of compensation percentage maximum | 100.00% | 100.00% | ||||||
Due from/to brokers | $ 0 | $ 0 | ||||||
Effective income tax rate | (12.80%) | (9.60%) | ||||||
Deferred tax asset, gross | $ 11,000,000 | $ 11,000,000 | ||||||
Deferred tax assets, net | 3,500,000 | 3,500,000 | ||||||
Tax valuation allowance | 7,500,000 | 7,500,000 | ||||||
Deferred tax benefit | (1,200,000) | 3,503,000 | $ 0 | |||||
Deferred tax benefit related to prior year | 520,000 | |||||||
Depreciation | (12,000) | $ 228,000 | $ 84,000 | 516,000 | $ 258,000 | |||
Equity Method Investment 1 [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Investments in unconsolidated entities | 1,956,000 | 1,956,000 | $ 5,000,000 | |||||
Unrealized loss on investment in unconsolidated entity | 1,954,000 | $ 3,020,000 | ||||||
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 | |||||||
Furniture and Equipment [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% | |||||||
Minimum [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Investment management fee percent | 1.50% | |||||||
Minimum [Member] | Software [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Property, plant and equipment, useful life | 3 years | 3 years | ||||||
Maximum [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Investment management fee percent | 2.00% | |||||||
Withholding tax percent | 30.00% | |||||||
Maximum [Member] | Software [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Property, plant and equipment, useful life | 5 years | 5 years | ||||||
Ashford Prime, Inc. [Member] | Minimum [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.50% | |||||||
Total market capitalization threshold for calculating base advisory fee | 6,000,000,000 | $ 6,000,000,000 | ||||||
Ashford Prime, Inc. [Member] | Maximum [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.70% | |||||||
Total market capitalization threshold for calculating base advisory fee | 10,000,000,000 | $ 10,000,000,000 | ||||||
Ashford Trust, Inc. [Member] | Minimum [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.50% | |||||||
Total market capitalization threshold for calculating base advisory fee | 6,000,000,000 | $ 6,000,000,000 | ||||||
Ashford Trust, Inc. [Member] | Maximum [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.70% | |||||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000,000 | $ 10,000,000,000 | ||||||
Noncontrolling Interest 1 [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling ownership interest | 40.00% | 40.00% | 40.00% | |||||
Noncontrolling Interest 2 [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Assets | $ 1,100,000 | $ 1,100,000 | ||||||
Noncontrolling ownership interest | 100.00% | 100.00% | 100.00% | |||||
Note receivable | $ 3,000,000 | $ 3,000,000 | $ 420,000 | |||||
Accounts payable and accrued expenses | 5,000 | 5,000 | ||||||
Noncontrolling Interest 3 [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Assets | 117,700,000 | 117,700,000 | ||||||
Liabilities | $ 13,600,000 | $ 13,600,000 | ||||||
Noncontrolling ownership interest | 100.00% | 100.00% |
Derivative Contracts (Details)
Derivative Contracts (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Long [Member] | |
Derivative [Line Items] | |
Open option contracts | 7 |
Derivative, notional amount | $ 897 |
Short [Member] | |
Derivative [Line Items] | |
Open option contracts | 13 |
Derivative, notional amount | $ (4,800) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Assets | |||||
Investments in securities, fair value | $ 116,176,000 | $ 116,176,000 | $ 0 | ||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (13,418,000) | (13,418,000) | 0 | ||
Deferred compensation plan liabilitiy | (13,381,000) | (13,381,000) | (19,955,000) | ||
Fair value of liabilities measured on a recurring basis | (26,799,000) | (26,799,000) | |||
Net asset, fair value | 89,377,000 | 89,377,000 | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Assets, gain (loss) recognized in income | (10,782,000) | $ 0 | (13,335,000) | $ 0 | |
Liabilities, gain (loss) recognized in income | 7,991,000 | 0 | 10,011,000 | 0 | |
Unrealized loss on investments | (7,861,000) | 0 | (10,851,000) | 0 | |
Realized gain on investments | 35,000 | 0 | 1,070,000 | 0 | |
Gain (loss) included in income | (2,791,000) | 0 | (3,324,000) | 0 | |
Deferred Compensation Plan [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Unrealized loss on deferred compensation plan | 5,035,000 | 0 | 6,457,000 | 0 | |
Put Option [Member] | |||||
Assets | |||||
Investments in securities, fair value | 8,596,000 | 8,596,000 | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Assets, gain (loss) recognized in income | 129,000 | 0 | 535,000 | 0 | |
Put Option [Member] | Short [Member] | |||||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (7,260,000) | (7,260,000) | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Liabilities, gain (loss) recognized in income | (346,000) | 0 | (419,000) | 0 | |
Call Option [Member] | |||||
Assets | |||||
Investments in securities, fair value | 1,115,000 | 1,115,000 | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Assets, gain (loss) recognized in income | (1,206,000) | 0 | (1,125,000) | 0 | |
Call Option [Member] | Short [Member] | |||||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (1,102,000) | (1,102,000) | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Liabilities, gain (loss) recognized in income | 2,598,000 | 0 | 3,053,000 | 0 | |
Future [Member] | |||||
Assets | |||||
Investments in securities, fair value | 400,000 | 400,000 | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Assets, gain (loss) recognized in income | 150,000 | 0 | 150,000 | 0 | |
Equity - American Depositary Receipts [Member] | |||||
Assets | |||||
Investments in securities, fair value | 1,571,000 | 1,571,000 | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Assets, gain (loss) recognized in income | (673,000) | 0 | (640,000) | 0 | |
U.S. Treasury Securities [Member] | |||||
Assets | |||||
Investments in securities, fair value | 70,164,000 | 70,164,000 | |||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (5,056,000) | (5,056,000) | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Assets, gain (loss) recognized in income | (9,788,000) | 0 | (12,510,000) | 0 | |
Liabilities, gain (loss) recognized in income | 704,000 | 0 | 920,000 | 0 | |
US Treasury Securities [Member] | |||||
Assets | |||||
Investments in securities, fair value | 34,330,000 | 34,330,000 | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||||
Assets, gain (loss) recognized in income | 606,000 | $ 0 | 255,000 | $ 0 | |
Fair Value, Inputs, Level 1 [Member] | |||||
Assets | |||||
Investments in securities, fair value | 116,176,000 | 116,176,000 | |||
Liabilities | |||||
Deferred compensation plan liabilitiy | (13,381,000) | (13,381,000) | (19,955,000) | ||
Fair value of liabilities measured on a recurring basis | (26,764,000) | (26,764,000) | |||
Net asset, fair value | 89,412,000 | 89,412,000 | |||
Fair Value, Inputs, Level 1 [Member] | Put Option [Member] | |||||
Assets | |||||
Investments in securities, fair value | 8,596,000 | 8,596,000 | |||
Fair Value, Inputs, Level 1 [Member] | Put Option [Member] | Short [Member] | |||||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (7,260,000) | (7,260,000) | |||
Fair Value, Inputs, Level 1 [Member] | Call Option [Member] | |||||
Assets | |||||
Investments in securities, fair value | 1,115,000 | 1,115,000 | |||
Fair Value, Inputs, Level 1 [Member] | Call Option [Member] | Short [Member] | |||||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (1,067,000) | (1,067,000) | |||
Fair Value, Inputs, Level 1 [Member] | Future [Member] | |||||
Assets | |||||
Investments in securities, fair value | 400,000 | 400,000 | |||
Fair Value, Inputs, Level 1 [Member] | Equity - American Depositary Receipts [Member] | |||||
Assets | |||||
Investments in securities, fair value | 1,571,000 | 1,571,000 | |||
Fair Value, Inputs, Level 1 [Member] | U.S. Treasury Securities [Member] | |||||
Assets | |||||
Investments in securities, fair value | 70,164,000 | 70,164,000 | |||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (5,056,000) | (5,056,000) | |||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||||
Assets | |||||
Investments in securities, fair value | 34,330,000 | 34,330,000 | |||
Fair Value, Inputs, Level 2 [Member] | |||||
Assets | |||||
Investments in securities, fair value | 0 | 0 | |||
Liabilities | |||||
Deferred compensation plan liabilitiy | 0 | 0 | $ 0 | ||
Fair value of liabilities measured on a recurring basis | (35,000) | (35,000) | |||
Net asset, fair value | (35,000) | (35,000) | |||
Fair Value, Inputs, Level 2 [Member] | Put Option [Member] | |||||
Assets | |||||
Investments in securities, fair value | 0 | 0 | |||
Fair Value, Inputs, Level 2 [Member] | Put Option [Member] | Short [Member] | |||||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | 0 | 0 | |||
Fair Value, Inputs, Level 2 [Member] | Call Option [Member] | |||||
Assets | |||||
Investments in securities, fair value | 0 | 0 | |||
Fair Value, Inputs, Level 2 [Member] | Call Option [Member] | Short [Member] | |||||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | (35,000) | (35,000) | |||
Fair Value, Inputs, Level 2 [Member] | Future [Member] | |||||
Assets | |||||
Investments in securities, fair value | 0 | 0 | |||
Fair Value, Inputs, Level 2 [Member] | Equity - American Depositary Receipts [Member] | |||||
Assets | |||||
Investments in securities, fair value | 0 | 0 | |||
Fair Value, Inputs, Level 2 [Member] | U.S. Treasury Securities [Member] | |||||
Assets | |||||
Investments in securities, fair value | 0 | 0 | |||
Liabilities | |||||
Liabilities associated with investments in securities, fair value | 0 | 0 | |||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |||||
Assets | |||||
Investments in securities, fair value | $ 0 | $ 0 |
Summary of Fair Value of Fina28
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investments in securities, Carrying value | $ 116,176 | $ 0 | ||
Investments in securities, Fair value | 116,176 | 0 | ||
Financial liabilities measured at fair value: | ||||
Liabilities associated with investments in securities, Carrying value | 13,418 | 0 | ||
Liabilities associated with investments in securities, Fair value | 13,418 | 0 | ||
Deferred compensation plan, Carrying value | 13,381 | 19,955 | ||
Deferred compensation plan, Fair value | 13,381 | 19,955 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 25,321 | 29,597 | $ 580 | $ 600 |
Cash and cash equivalents, Fair value | 25,321 | 29,597 | ||
Restricted cash, Carrying value | 6,547 | 3,337 | ||
Restricted cash, Fair value | 6,547 | 3,337 | ||
Receivables, Carrying value | 216 | 0 | ||
Receivables, Fair value | 216 | 0 | ||
Due from Ashford Trust OP, net, Carrying value | 5,893 | 8,202 | ||
Due from Ashford Trust OP, net, Fair value | 5,893 | 8,202 | ||
Due from Ashford Prime OP, Carrying value | 2,441 | 2,546 | ||
Due from Ashford Prime OP, Fair value | 2,441 | 2,546 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 10,782 | 9,307 | ||
Accounts payable and accrued expenses, Fair value | 10,994 | 9,307 | ||
Due to affiliates, Carrying value | 760 | 1,313 | ||
Due to affiliates, Fair value | 760 | 1,313 | ||
Other liabilities, Carrying value | 6,547 | 3,337 | ||
Other liabilities, Fair value | $ 6,547 | $ 3,337 | ||
Maximum [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Maximum maturity period of financial assets | 90 days | |||
current and noncurrent [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | $ 10,994 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 17, 2015 | Jun. 11, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 14, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||||||
Advisory services | $ 14,340,000 | $ 3,020,000 | $ 41,752,000 | $ 9,245,000 | ||||
Other | 156,000 | 0 | 351,000 | 0 | ||||
Due from Ashford Trust OP, net | 5,893,000 | 5,893,000 | $ 8,202,000 | |||||
Due from Ashford Prime OP | 2,441,000 | 2,441,000 | $ 2,546,000 | |||||
Noncontrolling Interest in Limited Partnerships | 103,300,000 | 103,300,000 | ||||||
Equity-based compensation | 3,370,000 | 4,181,000 | 12,240,000 | 16,409,000 | ||||
Contributions from owner | 0 | 18,015,000 | ||||||
Key money | $ 6,000,000 | |||||||
Operating Leases, Income Statement, Lease Revenue | $ 15,000,000 | $ 15,000 | ||||||
Business Combination, Fair Value of Consideration Transferred | $ 330,700,000 | |||||||
Noncontrolling ownership interest | 0.00% | 0.20% | 0.20% | 0.20% | ||||
contractual specified termination fee and expenses | $ 6,700,000 | |||||||
Ashford Trust, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | $ 10,819,000 | 0 | 31,947,000 | 0 | ||||
Other | 156,000 | 0 | 351,000 | 0 | ||||
Key money | 4,000,000 | |||||||
Acquisition of hotel property | 62,500,000 | |||||||
Ashford Trust, Inc. [Member] | Base Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 8,702,000 | 0 | 25,217,000 | 0 | ||||
Ashford Trust, Inc. [Member] | Reimbursable Expenses [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 1,649,000 | 0 | 4,939,000 | 0 | ||||
Ashford Trust, Inc. [Member] | Equity-Based Compensation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 468,000 | 0 | 1,791,000 | 0 | ||||
Ashford Trust, Inc. [Member] | Incentive Management Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 0 | 0 | 0 | 0 | ||||
Ashford Prime, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 3,521,000 | 3,020,000 | 9,805,000 | 9,245,000 | ||||
Key money | $ 2,000,000 | $ 1,600,000 | ||||||
Shares issued as key money | 19,897 | |||||||
Acquisition of hotel property | $ 85,000,000 | |||||||
Ashford Prime, Inc. [Member] | Base Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 2,145,000 | 2,249,000 | 6,514,000 | 6,458,000 | ||||
Ashford Prime, Inc. [Member] | Reimbursable Expenses [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 441,000 | 340,000 | 1,445,000 | 1,246,000 | ||||
Ashford Prime, Inc. [Member] | Equity-Based Compensation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 935,000 | 431,000 | 1,846,000 | 1,541,000 | ||||
Ashford Prime, Inc. [Member] | Incentive Management Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services | 0 | 0 | 0 | 0 | ||||
Remington [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimbursements | 1,130,000 | 443,000 | 3,361,000 | 1,477,000 | ||||
Equity-based compensation | 2,000 | $ 3,000 | $ 7,000 | $ 1,000 | ||||
Minimum [Member] | Ashford Trust, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.50% | |||||||
Total market capitalization threshold for calculating base advisory fee | 6,000,000,000 | $ 6,000,000,000 | ||||||
Minimum [Member] | Ashford Prime, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.50% | |||||||
Total market capitalization threshold for calculating base advisory fee | 6,000,000,000 | $ 6,000,000,000 | ||||||
Maximum [Member] | Ashford Trust, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.70% | |||||||
Total market capitalization threshold for calculating base advisory fee | 10,000,000,000 | $ 10,000,000,000 | ||||||
Maximum [Member] | Ashford Prime, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory services, quarterly base fee | 0.70% | |||||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000,000 | $ 10,000,000,000 | ||||||
Other Noncurrent Assets [Member] | Ashford Trust, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Key money | 4,000,000 | |||||||
Cash [Member] | Ashford Prime, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Key money | 0 | |||||||
Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued as key money | 20,000 | |||||||
Common Stock | Ashford Prime, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Key money | $ 1,800,000 | |||||||
Remington [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | |||||||
Business Combination, Consideration Transferred | $ 331,700,000 | |||||||
Noncontrolling ownership interest | 0.00% | |||||||
Other Debt Obligations [Member] | Remington [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Long-term Debt | $ 10,000,000 | |||||||
Long-term Debt, Fair Value | $ 9,000,000 | |||||||
Convertible Preferred Stock [Member] | Remington [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
business acquisition, number of shares issued | 9,200,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 230,000,000 | |||||||
Common Class B [Member] | Remington [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
business acquisition, number of shares issued | 916,500 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 91,700,000 |
Equity and Equity-Based Compe30
Equity and Equity-Based Compensation (Details) | Nov. 16, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 17, 2015 | Dec. 31, 2014USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||
Equity-based compensation | $ 3,370,000 | $ 4,181,000 | $ 12,240,000 | $ 16,409,000 | |||
Unrecognized compensation expense, stock options | 8,500,000 | 8,500,000 | |||||
Unrecognized compensation expense, Trust grants | $ 8,600,000 | $ 8,600,000 | |||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Price per fraction of preferred share | $ 275 | $ 275 | |||||
Fraction of preferred share | 0.001 | 0.001 | |||||
Preferred stock right, redemption price per right | $ / shares | $ 0.001 | $ 0.001 | |||||
Noncontrolling ownership interest | 0.20% | 0.20% | 0.00% | 0.20% | |||
Noncontrolling interests in consolidated entities | $ 102,000,000 | $ 102,000,000 | $ (87,000) | ||||
Loss from consolidated entities attributable to noncontrolling interests | $ 9,208,000 | 170,000 | $ 13,323,000 | 170,000 | |||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 2,000,000 | 2,000,000 | |||||
Dividend multiplier | 1,000 | 1,000 | |||||
Number of votes | 1,000 | 1,000 | |||||
Series A, shares outstanding (in shares) | shares | 0 | 0 | 0 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Stock Options [Member] | |||||||
Class of Stock [Line Items] | |||||||
Equity-based compensation | $ 971,000 | $ 2,884,000 | |||||
Period for recognition | 2 years 2 months 13 days | ||||||
Trust Grants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Equity-based compensation | 2,400,000 | $ 9,100,000 | |||||
Period for recognition | 1 year 7 months 5 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 | $ 2,000 | $ 3,000 | $ 7,000 | $ 1,000 | |||
Noncontrolling Interest 1 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Noncontrolling ownership interest | 40.00% | 40.00% | 40.00% | ||||
Noncontrolling Interest 2 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Noncontrolling ownership interest | 100.00% | 100.00% | 100.00% | ||||
Noncontrolling Interest 3 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Noncontrolling ownership interest | 100.00% | 100.00% | |||||
General and Administrative Expense [Member] | |||||||
Class of Stock [Line Items] | |||||||
Equity-based compensation | $ 250,000 | $ 250,000 |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Deferral of compensation percentage maximum | 100.00% | 100.00% | ||
Deferred compensation plan distribution | 0 | 1 | ||
Deferred compensation plan distribution | $ 30,000 | $ 117,000 | ||
Dividends associated with deferred compensation plan | 0 | $ 193,000 | 0 | $ 567,000 |
Deferred Compensation Plan [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Unrealized loss on deferred compensation plan | $ 5,035,000 | $ 0 | $ 6,457,000 | $ 0 |
Redeemable Noncontrolling Int32
Redeemable Noncontrolling Interests in Ashford LLC (Details) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($)shares | Sep. 17, 2015 | Nov. 12, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Special distribution, conversion ratio, shares of Trust common units converted to one share of Inc. common stock | 55 | ||||||||
Special distribution, maximum percentage of shares available for conversion for unitholders | 99.00% | ||||||||
Units exchanged | shares | 356,000 | ||||||||
Redeemable noncontrolling interests in Ashford LLC | $ 424,000 | $ 286,000 | $ 286,000 | $ 286,000 | $ 424,000 | ||||
Noncontrolling ownership interest | 0.20% | 0.20% | 0.20% | 0.20% | 0.20% | 0.00% | |||
Redemption value adjustment | $ 369,000 | $ 240,000 | |||||||
Reverse stock split conversion of common stock to common units | 0.0182 | ||||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | $ 0 | $ 0 | $ 10,000 | $ 0 | |||||
Ashford Trust OP [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Special distribution, conversion ratio, shares of Trust common units converted to one share of Inc. common stock | 55 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to the Company | $ 54 | $ (8,701) | $ (3,866) | $ (30,989) |
Distributed and undistributed net income (loss) - basic | 54 | (8,701) | (3,866) | (30,989) |
Effect of deferred compensation plan | (5,035) | 0 | (6,457) | 0 |
Distributed and undistributed net loss - diluted | $ (4,981) | $ (8,701) | $ (10,323) | $ (30,989) |
Weighted average common shares outstanding – basic | 1,991 | 1,981 | 1,986 | 1,981 |
Effect of deferred compensation plan shares | 211 | 0 | 212 | 0 |
Weighted average common shares outstanding – diluted | 2,202 | 1,981 | 2,198 | 1,981 |
Net income (loss) attributable to common stockholders | $ 0.03 | $ (4.39) | $ (1.95) | $ (15.64) |
Net loss attributable to common stockholders | $ (2.26) | $ (4.39) | $ (4.70) | $ (15.64) |
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | $ 0 | $ 0 | $ (10) | $ 0 |
Total | $ 0 | $ 0 | $ (10) | $ 0 |
Weighted average diluted shares are not adjusted for: | 8 | 10 | 9 | 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 | 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: | 0 | 0 | 1 | 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 | 5 | 5 |
Segment Reporting (Details)
Segment Reporting (Details) | 9 Months Ended |
Sep. 30, 2015segment | |
Segment Reporting [Abstract] | |
Number of business segments | 1 |