Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 14, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Ashford Inc. | ||
Entity Central Index Key | 1,604,738 | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 2,015,281 | ||
Entity Public Float | $ 40,256,600 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 84,091 | $ 50,272 |
Restricted cash | 9,752 | 5,684 |
Investments in securities | 91 | 81,072 |
Prepaid expenses and other | 1,305 | 1,909 |
Receivables | 16 | 250 |
Total current assets | 111,251 | 148,864 |
Investments in unconsolidated entities | 500 | 3,335 |
Furniture, fixtures and equipment, net | 12,044 | 6,550 |
Deferred tax assets | 6,002 | 4,242 |
Other assets | 0 | 4,000 |
Total assets | 129,797 | 166,991 |
Current liabilities: | ||
Accounts payable and accrued expenses | 11,314 | 10,447 |
Liabilities associated with investments in securities | 0 | 983 |
Deferred compensation plan | 144 | 0 |
Other liabilities | 9,752 | 5,684 |
Total current liabilities | 24,432 | 17,896 |
Accrued expenses | 287 | 385 |
Deferred income | 4,515 | 629 |
Deferred compensation plan | 8,934 | 11,205 |
Total liabilities | 38,168 | 30,115 |
Commitments and contingencies (note 7) | ||
Redeemable noncontrolling interests in Ashford LLC | 179 | 240 |
Redeemable noncontrolling interests in subsidiary common stock | 1,301 | |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,015,589 and 2,010,808 shares issued and 2,015,589 and 2,010,569 shares outstanding at December 31, 2016 and December 31, 2015, respectively | 20 | 20 |
Additional paid-in capital | 237,796 | 234,716 |
Accumulated deficit | (200,439) | (202,546) |
Treasury stock, at cost, 0 shares and 239 shares at December 31, 2016 and December 31, 2015, respectively | 0 | (25) |
Total stockholders’ equity of the Company | 37,377 | 32,165 |
Noncontrolling interests in consolidated entities | 52,772 | 104,471 |
Total equity | 90,149 | 136,636 |
Total liabilities and equity | 129,797 | 166,991 |
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 December 31, 2016 and December 31, 2015 | 0 | 0 |
Affiliated Entity [Member] | ||
Current liabilities: | ||
Due to affiliates | 933 | 782 |
Ashford Trust OP [Member] | Affiliated Entity [Member] | ||
Current assets: | ||
Due from related parties | 12,179 | 5,856 |
Ashford Prime OP [Member] | Affiliated Entity [Member] | ||
Current assets: | ||
Due from related parties | 3,817 | 3,821 |
Current liabilities: | ||
Due to affiliates | 2,289 | 0 |
Redeemable Noncontrolling Interest in Subsidiary Common Stock | ||
Current liabilities: | ||
Redeemable noncontrolling interests in subsidiary common stock | 0 | |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Total equity | $ 1,301 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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) | 2,015,589 | 2,010,808 |
Common shares, shares outstanding (in shares) | 2,015,589 | 2,010,569 |
Treasury stock (in shares) | 0 | 239 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Series A, shares issued (in shares) | 0 | 0 |
Series A, shares outstanding (in shares) | 0 | 0 |
Statements of Operations and Co
Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | |||
Advisory services | $ 67,228 | $ 58,546 | $ 17,144 |
Other | 379 | 435 | 144 |
Total revenue | 67,607 | 58,981 | 17,288 |
EXPENSES | |||
Salaries and benefits | 52,436 | 41,442 | 57,627 |
Depreciation | 1,174 | 799 | 359 |
General and administrative | 16,454 | 18,091 | 5,600 |
Total expenses | 70,064 | 60,332 | 63,586 |
OPERATING INCOME (LOSS) | (2,457) | (1,351) | (46,298) |
Realized gain (loss) on investment in unconsolidated entity | (3,601) | 0 | 0 |
Unrealized gain (loss) on investment in unconsolidated entity | 2,141 | (2,141) | 0 |
Interest income (expense) | 73 | 352 | 0 |
Dividend income | 170 | 917 | 0 |
Unrealized gain (loss) on investments | 2,326 | (2,490) | 0 |
Realized gain (loss) on investments | (10,113) | (5,110) | 0 |
Other income (expenses) | (162) | (155) | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | (11,623) | (9,978) | (46,298) |
Income tax (expense) benefit | (780) | (2,066) | (783) |
NET INCOME (LOSS) | (12,403) | (12,044) | (47,081) |
(Income) loss from consolidated entities attributable to noncontrolling interests | 8,860 | 10,852 | 647 |
Net (income) loss attributable to redeemable noncontrolling interests in Ashford LLC | 4 | 2 | 24 |
Net (income) loss attributable to redeemable noncontrolling interests in subsidiary common stock | 1,143 | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (2,396) | (1,190) | (46,410) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (2,396) | $ (1,190) | $ (46,410) |
Basic: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.19) | $ (0.60) | $ (23.43) |
Weighted average common shares outstanding – basic (in shares) | 2,012 | 1,991 | 1,981 |
Diluted: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (2.56) | $ (4.45) | $ (23.43) |
Weighted average common shares outstanding – diluted (in shares) | 2,209 | 2,203 | 1,981 |
Statements of Equity (Deficit)
Statements of Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Noncontrolling Interests in Consolidated Entities | Redeemable Noncontrolling Interests in Ashford LLC | Redeemable Noncontrolling Interest in Subsidiary Common Stock | Offshore Fund [Member] | Offshore Fund [Member]Noncontrolling Interests in Consolidated Entities | AQUA Fund [Member] | AQUA Fund [Member]Noncontrolling Interests in Consolidated Entities |
Beginning balance (in shares) at Dec. 31, 2013 | 0 | 0 | ||||||||||
Beginning balance at Dec. 31, 2013 | $ (5,759) | $ 0 | $ 162,360 | $ (168,119) | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Equity-based compensation | 2,885 | 462 | 2,423 | |||||||||
Dividends associated with deferred compensation plan | (567) | (567) | ||||||||||
Reclass redeemable noncontrolling interests in Ashford LLC | (79) | (79) | 79 | |||||||||
Reclass deferred compensation plan to liability | (11,460) | (11,460) | ||||||||||
Employee advances | 211 | 211 | ||||||||||
Sale of consolidated noncontrolling interest | 1,200 | 640 | 560 | |||||||||
Capital contributions | 76,311 | 76,311 | ||||||||||
Issuance of common stock (in shares) | 1,987,000 | |||||||||||
Issuance of common stock | 0 | $ 20 | (20) | |||||||||
Redemption value adjustment | (369) | (369) | ||||||||||
Redemption value adjustment | 369 | |||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (46,410) | (46,410) | ||||||||||
Loss from consolidated entities attributable to noncontrolling interests | (647) | (647) | ||||||||||
Net loss excluding redeemable noncontrolling interests | (47,057) | |||||||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | (24) | |||||||||||
Ending balance (in shares) at Dec. 31, 2014 | 1,987,000 | 0 | ||||||||||
Ending balance at Dec. 31, 2014 | 14,894 | $ 20 | 228,003 | (213,042) | $ 0 | (87) | 424 | 0 | ||||
Equity-based compensation (in shares) | 3,000 | |||||||||||
Equity-based compensation | 15,609 | 4,105 | 11,504 | |||||||||
Employee advances | (69) | (69) | ||||||||||
Purchase of treasury stock (in shares) | 1,000 | |||||||||||
Purchase of treasury stock, value | (77) | $ (77) | ||||||||||
Forfeitures of restricted shares | (10) | (10) | ||||||||||
Issuance of common stock (in shares) | 20,000 | |||||||||||
Issuance of common stock | 1,363 | 1,363 | ||||||||||
Excess tax benefit on stock-based compensation | $ 1,096 | 1,096 | ||||||||||
Deferred compensation plan distribution (in shares) | 1,860 | 1,000 | ||||||||||
Deferred compensation plan distribution | $ 142 | 80 | $ 62 | |||||||||
Contributions from noncontrolling interests in consolidated entities | 115,410 | 115,410 | ||||||||||
Redemption value adjustment | 182 | 182 | ||||||||||
Redemption value adjustment | 188 | (182) | ||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (1,190) | (1,190) | ||||||||||
Loss from consolidated entities attributable to noncontrolling interests | (10,852) | (10,852) | ||||||||||
Net loss excluding redeemable noncontrolling interests | (12,042) | |||||||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | (2) | |||||||||||
Ending balance (in shares) at Dec. 31, 2015 | 2,011,000 | 0 | ||||||||||
Ending balance at Dec. 31, 2015 | 136,636 | $ 20 | 234,716 | (202,546) | $ (25) | 104,471 | 240 | 0 | ||||
Equity-based compensation (in shares) | 5,000 | |||||||||||
Equity-based compensation | 11,573 | 6,073 | 5,439 | 61 | ||||||||
Employee advances | (41) | (41) | ||||||||||
Purchase of treasury stock (in shares) | 1,000 | |||||||||||
Purchase of treasury stock, value | (20) | $ (20) | ||||||||||
Retirement of treasury stock (in shares) | 1,000 | |||||||||||
Retirement of treasury stock | (45) | $ 45 | ||||||||||
Excess tax benefit (deficiency) on equity-based compensation | $ (284) | (284) | ||||||||||
Deferred compensation plan distribution (in shares) | 0 | |||||||||||
Contributions from noncontrolling interests in consolidated entities | $ 2,373 | 2,373 | ||||||||||
Reallocation of carrying value | (1,469) | (2,623) | 1,154 | 1,469 | ||||||||
Redemption of noncontrolling interest | (18) | $ (179) | $ (179) | $ (46,248) | $ (46,248) | |||||||
Redemption value adjustment | (936) | (936) | (39) | 975 | ||||||||
Redemption value adjustment | 134 | |||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (2,396) | (2,396) | ||||||||||
Loss from consolidated entities attributable to noncontrolling interests | (8,860) | (8,860) | ||||||||||
Net loss excluding redeemable noncontrolling interests | (11,256) | |||||||||||
Net loss attributable to redeemable noncontrolling interests in Ashford LLC | (4) | (1,143) | ||||||||||
Ending balance (in shares) at Dec. 31, 2016 | 2,016,000 | 0 | ||||||||||
Ending balance at Dec. 31, 2016 | $ 90,149 | $ 20 | $ 237,796 | $ (200,439) | $ 0 | $ 52,772 | $ 179 | $ 1,301 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (12,403) | $ (12,044) | $ (47,081) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | |||
Depreciation | 1,174 | 799 | 359 |
Straight-line rent amortization | 0 | 0 | (21) |
Change in fair value of deferred compensation plan | (2,127) | (8,608) | 8,495 |
Realized and unrealized (gain) loss on investment in unconsolidated entities, net | 1,460 | 2,141 | 0 |
Equity-based compensation | 11,573 | 15,609 | 21,505 |
Excess tax (benefit) deficiency on equity-based compensation | 284 | (1,096) | 0 |
Deferred tax expense (benefit) | (2,075) | (4,242) | 0 |
Realized and unrealized (gain) loss on investments, net | 7,787 | (7,600) | 0 |
Purchases of investments in securities | (153,259) | (174,812) | 0 |
Sales of investments in securities | 225,470 | 212,953 | 0 |
Distributions from investment in unconsolidated entity | 0 | 24 | 0 |
Changes in operating assets and liabilities: | |||
Restricted cash | (4,068) | (2,347) | (3,337) |
Prepaid expenses and other | 604 | (1,196) | (497) |
Receivables | 234 | (250) | 0 |
Accounts payable and accrued expenses | 4,791 | 2,725 | 1,934 |
Due to affiliates | (290) | (296) | 667 |
Other liabilities | 4,068 | 2,347 | 3,337 |
Deferred income | 3,886 | 629 | 0 |
Net cash provided by (used in) operating activities | 80,790 | 22,454 | (25,074) |
Cash Flows from Investing Activities | |||
Additions to furniture, fixtures and equipment | (6,240) | (2,137) | (3,471) |
Investments in unconsolidated entities | 0 | (5,500) | 0 |
Redemption of investment in unconsolidated entity | 1,375 | 0 | 0 |
Net cash provided by (used in) investing activities | (4,865) | (7,637) | (3,471) |
Cash Flows from Financing Activities | |||
Proceeds from sale of consolidated noncontrolling interest | 0 | 0 | 1,200 |
Excess tax benefit (deficiency) on equity-based compensation | (284) | 1,096 | 0 |
Purchase of treasury stock | (20) | (77) | 0 |
Forfeitures of restricted shares | 0 | (10) | 0 |
Employee advances | (41) | 69 | (211) |
Redemption of units | (18) | 0 | 0 |
Contributions from owner | 0 | 0 | 56,553 |
Contributions from noncontrolling interest in consolidated entities | 2,373 | 4,780 | 0 |
Distributions to noncontrolling interests in consolidated entities | (44,116) | 0 | 0 |
Net cash provided by (used in) financing activities | (42,106) | 5,858 | 57,542 |
Net change in cash and cash equivalents | 33,819 | 20,675 | 28,997 |
Cash and cash equivalents at beginning of period | 50,272 | 29,597 | 600 |
Cash and cash equivalents at end of period | 84,091 | 50,272 | 29,597 |
Supplemental Cash Flow Information | |||
Interest paid | 134 | 42 | 0 |
Income taxes paid | 2,333 | 5,966 | 215 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Contributions of securities from noncontrolling interests in consolidated entities | 0 | 110,630 | 0 |
Contributions associated with non-cash compensation | 0 | 0 | 18,620 |
Dividends associated with deferred compensation plan | 0 | 0 | 567 |
Contributions associated with deferred compensation plan | 0 | 0 | 747 |
Distribution from deferred compensation plan | 0 | 142 | 0 |
Capital expenditures accrued but not paid | 620 | 192 | 530 |
Capital additions associated with common stock issuance | 0 | 1,363 | 0 |
Ashford Trust OP [Member] | |||
Changes in operating assets and liabilities: | |||
Due from related parties | (6,323) | (1,007) | (8,849) |
Ashford Prime OP [Member] | |||
Changes in operating assets and liabilities: | |||
Due from related parties | 4 | (1,275) | (1,586) |
AQUA Fund [Member] | |||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Accrued but unpaid redemption of AQUA U.S. Fund | $ 2,311 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Inc. is a Delaware corporation formed on April 2, 2014, subsequently reincorporated in Maryland, 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 full service hotels in the upscale and upper-upscale segments in the U.S. that have revenue per available room (“RevPAR”) generally less than twice the national average. Ashford Prime invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Ashford Prime became a publicly traded company 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, 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 to serve as an investment adviser to any private securities funds sponsored by us or our affiliates (the “Funds”) and is a registered investment adviser with the Securities and Exchange Commission (the “SEC”). 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 100% 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, 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 Performance Holdco. AIM, AIM GP, Management Holdco, Performance Holdco and AIM General Partner, LLC are all consolidated by Ashford Inc. as it has control. As of December 31, 2016, AIM served 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 had 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. On February 23, 2016 the board of directors of the Offshore Fund, in consultation with AIM, resolved to wind down the Offshore Fund due to the administrative cost of running the Offshore Fund relative to invested capital. All investments in the Offshore Fund were redeemed on February 29, 2016. The Master Fund and the U.S. Fund continued to operate, but under new names – “Ashford Quantitative Alternatives Master Fund, LP” (the “AQUA Master Fund”) and “Ashford Quantitative Alternatives (U.S.), LP” (the “AQUA U.S. Fund”), respectively, effective March 1, 2016. The AQUA Master Fund and the AQUA U.S. Fund are collectively known as the “AQUA 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 AQUA U.S. Fund and the AQUA 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. On March 8, 2016, our $3.0 million note receivable from OpenKey, a consolidated entity in which the noncontrolling interest holder previously held a 100% interest, was converted into equity in OpenKey pursuant to a financing arrangement between the Company and OpenKey, upon a $2.0 million investment in the entity by Ashford Trust. See notes 2, 9 and 10. The accompanying financial statements reflect the operations of our asset and investment management business including the AQUA Fund and entities that we consolidate. Our asset and investment management business provides asset and investment management, accounting and legal services to Ashford Trust, Ashford Prime and the AQUA 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 | 12 Months Ended |
Dec. 31, 2016 | |
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 AQUA Funds are investment companies and follows 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. 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 AQUA Fund is considered to be a VIE, as defined by authoritative accounting guidance. All major decisions related to the AQUA 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 AQUA Fund. As of December 31, 2016 and December 31, 2015 , the AQUA Fund held approximately $52.8 million and $108.1 million , respectively, of total assets consisting primarily of investments in securities, cash and cash equivalents and receivables that can only be used to settle the obligations of the AQUA Fund. Additionally, as of December 31, 2016 and December 31, 2015 , the AQUA Fund had liabilities of $93,000 and $1.1 million , respectively, consisting primarily of liabilities associated with investments in securities for which creditors do not have recourse to Ashford Inc. As of December 31, 2016 , we held a variable interest in OpenKey, a consolidated VIE in which the redeemable noncontrolling interest holder held a 46.31% interest and the noncontrolling interest holders held a 13.63% interest. As we meet the conditions discussed above, we are considered the primary beneficiary of OpenKey and therefore we consolidate it. As of December 31, 2016 , OpenKey held approximately $960,000 of total assets that primarily consisted of cash and cash equivalents and other assets that can only be used to settle its obligations. Additionally, as of December 31, 2016 , OpenKey had accounts payable and accrued expenses of $256,000 for which creditors do not have recourse to Ashford Inc. As of December 31, 2015 , the variable interest was held in the form of a note receivable due from OpenKey with an outstanding balance of $3.0 million that eliminated in consolidation and the noncontrolling interest holder held a 100% interest. As of December 31, 2015 , OpenKey held approximately $653,000 of total assets that primarily consisted of cash and cash equivalents and other assets that could only be used to settle its obligations. Additionally, as of December 31, 2015 , OpenKey had accounts payable and accrued expenses of $177,000 for which creditors did 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. 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 these redeemable operating units may be redeemed by the holder. 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 redeemable noncontrolling interests in subsidiary common stock as of December 31, 2016 represented the 46.31% ownership interest in a consolidated VIE, OpenKey, retained by the party that previously held a 100% interest and was previously included in noncontrolling interests in consolidated entities as of December 31, 2015. The redeemable noncontrolling interest in subsidiary common stock is included in the mezzanine section of our balance sheet as it is redeemable outside of the Company’s control. The carrying value of the redeemable noncontrolling interests in subsidiary common stock is based on the accumulated historical cost adjusted to reflect the excess of redemption value over the accumulated historical cost. At December 31, 2016 , the noncontrolling interests in consolidated entities represented noncontrolling ownership interests of 40% in Performance Holdco, 100% in the AQUA Fund and 13.63% in OpenKey. At December 31, 2015 , the noncontrolling interests in consolidated entities represented noncontrolling ownership interests of 40% in AIM, 100% in the AQUA Fund and 100% in OpenKey, an entity in which we held a variable interest in the form of a note receivable. 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 annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the FCCR Condition, as defined in the advisory agreements. Incentive fees are paid over a three-year period and each payment is subject to the FCCR Condition. Accordingly, incentive fee revenue is recognized only when the amount earned is fixed and determinable and the FCCR Condition has been met. As incentive fees are earned annually, we recognize revenue quarterly based on the amount that would be due pursuant to the applicable advisory agreement as of the interim balance sheet date in accordance with the authoritative accounting guidance. 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 12. 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 lives ranging from 5 to 7.5 years and computer software placed into service is amortized on a straight-line basis over estimated useful lives ranging from 3 to 5 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. Advertising Costs —Advertising costs are charged to expense as incurred. Advertising costs were $0 , $0 and $58,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Advertising costs are included in the “general and administrative” expense in the accompanying statements of operations and comprehensive income (loss) . 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. In connection with providing advisory services, our officers and employees can be granted common stock and LTIP units from Ashford Trust and Ashford Prime which result in expense equal to the fair value of the award, included in “salaries and benefits” 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, incentive fee and reimbursable expenses. Due from Ashford Prime OP is generally settled within a period not exceeding one year. Due to Ashford Prime OP from AQUA U.S. Fund —Due to Ashford Prime OP from AQUA U.S. Fund represents current payables related to the hold back from Ashford Prime’s liquidation of the AQUA Fund. Due to Ashford Prime OP from AQUA U.S. Fund is expected to be settled within a period not exceeding one year. Due from Ashford Trust OP, net —Due from Ashford Trust OP, net, represents current receivables related to the advisory services fee, incentive fee and reimbursable expenses. Due from Ashford Trust OP, net is generally settled within a period not exceeding one year. Income (Loss) Per Share —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. Investments in Unconsolidated Entities —As of December 31, 2015, we held a first loss limited liability company interest (the "Interest") in an unconsolidated limited liability company (the "Fund"). The Fund was a private investment fund which generally invested its assets in one or more securities trading accounts that were 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 $5.0 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 possessed and exercised 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 had and the requirements of applicable law. Due to our limited rights, we did not exercise significant influence over the Fund and therefore did not account for the Interest under the equity method of accounting. The Fund was 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 calculated a net asset value (“NAV”) for the Interests monthly in accordance with applicable authoritative accounting guidance. Changes in the NAV were recorded in “unrealized gain/loss in investment in unconsolidated entity." We requested redemption of the Interest effective March 29, 2016. The redeemed amount of $1.4 million was received during the second quarter of 2016, which reduced our carrying value to $0 . We recognized an unrealized gain of $2.1 million and a realized loss of $3.6 million for the year ended December 31, 2016. At December 31, 2015, the carrying value of the investment, which approximated fair value, was $2.8 million . We also hold an investment in an unconsolidated entity with a carrying value of $500,000 at both December 31, 2016 and December 31, 2015 , 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 during the years ended December 31, 2016 or 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. Options on Futures Contracts —We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three-month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. 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 AQUA Fund. The AQUA 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 AQUA Fund had no margin borrowings at December 31, 2016 or 2015 . In the normal course of business, substantially all of the AQUA Fund’s securities transactions, money balances, and security positions are transacted with the AQUA Fund’s broker: Goldman Sachs & Co. and ConvergEx Group. Accounts with ConvergEx Group are cleared by Goldman Sachs & Co. The AQUA 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 AQUA 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 AQUA Fund has the legal right to offset the recognized amounts and intends to settle on a net basis. The AQUA Fund presents on a net basis the fair value amounts recognized for over-the-counter 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 AQUA Fund does not record a provision for U.S. federal, state, or local income taxes as it is a partnership, and the AQUA Fund partners report their share of the AQUA 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. 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 2016 remain subject to potential examination by certain federal and state taxing authorities. Recently Adopted Accounting Standards —In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern. ASU 2014-15 also requires certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We have adopted this standard effective for the year ended December 31, 2016, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In February 2015, the 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 have adopted this standard effective January 1, 2016, and the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. 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 have adopted this standard effective January 1, 2016, and the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. An entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. ASU 2014-09 also specifies the accounting for certain costs to obtain or fulfill a contract with a customer. In addition, the new guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. 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, including interim periods within that reporting period. The FASB has also issued additional updates that further clarify the requirements of Topic 606 and provide implementation guidance. Early adoption is permitted for fisca |
Furniture, Fixtures and Equipme
Furniture, Fixtures and Equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Furniture, Fixtures and Equipment, net | Furniture, Fixtures and Equipment, net Furniture, fixtures and equipment, net, consisted of the following (in thousands): December 31, 2016 2015 Furniture, fixtures and equipment $ 6,549 $ 2,529 Leasehold improvements 537 536 Computer software 7,125 4,701 Total cost 14,211 7,766 Accumulated depreciation (2,167 ) (1,216 ) Furniture, fixtures and equipment, net $ 12,044 $ 6,550 For the years ended December 31, 2016 , 2015 and 2014 , depreciation expense was $1.2 million , $799,000 and $359,000 , respectively. As of December 31, 2016 and 2015 , computer software of $5.5 million and $3.1 million , respectively, has not been placed into service and no amortization was recorded related to those assets. |
Derivative Contracts
Derivative Contracts | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Contracts | Derivative Contracts As of December 31, 2016 , the volume of the AQUA 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 December 31, 2016 , was 8,000 long exposure contracts with a notional amount of $0 and no short exposure contracts. As of December 31, 2015 , the volume of the AQUA 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 December 31, 2015 , was 41,000 long exposure contracts with a notional amount of $6.0 million and 27,000 short exposure contracts with a notional amount of $114,000 . Options on Futures Contracts —During the year ended December 31, 2016 , we purchased options on Eurodollar futures for total costs of $94,000 and a maturity date of June 2017 . During the year ended December 31, 2015 , we purchased options on Eurodollar futures for total costs of $595,000 and maturity dates ranging from September 2016 to March 2017 . No options on futures contracts were purchased prior to 2015. These options were not designated as cash flow hedges. The carrying value of these options on futures contract is included in “investments in securities” in our balance sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2016 Assets Derivative assets: Options on futures contracts $ 91 $ — $ 91 Total 91 — 91 (1) Liabilities Non-derivative liabilities: Deferred compensation plan (9,078 ) — (9,078 ) Total (9,078 ) — (9,078 ) Net $ (8,987 ) $ — $ (8,987 ) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Equity put options $ 536 $ 654 $ 1,190 Equity call options 1,492 6 1,498 Options on futures contracts 225 — 225 Non-derivative assets: Equity securities 44,414 — 44,414 U.S. treasury securities 33,745 — 33,745 Total 80,412 660 81,072 (1) Liabilities Derivative liabilities: Short equity put options (447 ) — (447 ) (2) Short equity call options (507 ) (29 ) (536 ) (2) Non-derivative liabilities: Deferred compensation plan (11,205 ) — (11,205 ) Total (12,159 ) (29 ) (12,188 ) Net $ 68,253 $ 631 $ 68,884 __________________ (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 assets and liabilities on the statements of operations and comprehensive income (loss) (in thousands): Gain (Loss)Recognized Year Ended December 31, 2016 2015 2014 Assets Derivative assets: Equity put options $ (2,829 ) $ (7,218 ) $ — Equity call options 1,961 (680 ) — Options on futures contracts (228 ) (275 ) — Non-derivative assets: Equity - American Depositary Receipt — 89 — Equity securities (7,213 ) (10,564 ) — U.S. treasury securities 479 (331 ) — Total (7,830 ) (18,979 ) — Liabilities Derivative liabilities: Short equity put options 2,147 7,139 — Short equity call options (1,944 ) 4,144 — Non-derivative liabilities: Equity - American Depositary Receipt — (300 ) — Equity securities (160 ) 396 — Deferred compensation plan 2,127 8,608 (8,495 ) Total 2,170 19,987 (8,495 ) Net $ (5,660 ) $ 1,008 $ (8,495 ) Total combined Unrealized gain (loss) on investment securities $ 2,326 $ (2,490 ) $ — Realized gain (loss) on investment securities (10,113 ) (5,110 ) — Deferred compensation plan 2,127 (1) 8,608 (1) (8,495 ) (1) Net $ (5,660 ) $ 1,008 $ (8,495 ) ________ (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 | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Certain 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): December 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Investments in securities $ 91 $ 91 $ 81,072 $ 81,072 Financial liabilities measured at fair value: Liabilities associated with investments in securities $ — $ — $ 983 $ 983 Deferred compensation plan 9,078 9,078 11,205 11,205 Financial assets not measured at fair value: Cash and cash equivalents $ 84,091 $ 84,091 $ 50,272 $ 50,272 Restricted cash 9,752 9,752 5,684 5,684 Receivables 16 16 250 250 Due from Ashford Trust OP, net 12,179 12,179 5,856 5,856 Due from Ashford Prime OP 3,817 3,817 3,821 3,821 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 11,601 $ 11,601 $ 10,832 $ 10,832 Due to affiliates 933 933 782 782 Due to Ashford Prime OP from AQUA U.S. Fund 2,289 2,289 — — Other liabilities 9,752 9,752 5,684 5,684 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, net, accounts payable and accrued expenses, due to affiliates, due to Ashford Prime OP from AQUA U.S. Fund and other liabilities . The carrying values of these financial instruments approximate their fair values due primarily to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation —On December 11, 2015, a purported stockholder class action and derivative complaint challenging the Remington acquisition, described in note 13, was filed in the Court of Chancery of the State of Delaware and styled Campbell v. Bennett et al., Case No. 11796. The complaint names as defendants each of the members of the Company's board of directors, Archie Bennett, Jr., Mark A. Sharkey, MJB Investments GP, LLC and Remington Holdings GP, as well as the Company as a nominal defendant. The complaint alleges that the members of the Company’s board of directors breached their fiduciary duties to the Company’s stockholders in connection with the Transactions and that Monty Bennett, Archie Bennett, Jr., Mark A. Sharkey, MJB Investments GP, LLC and Remington Holdings GP aided and abetted the purported breaches of fiduciary duty. In support of these claims, the complaint alleges, among other things, that the Company’s board of directors engaged in an unfair process with Remington Lodging and the Bennetts and as a result the Company overpaid for the 80% limited partnership and 100% general partnership interests in Remington Lodging. The complaint also alleges that the proxy statement filed with the SEC contains certain materially false and/or misleading statements. The action seeks injunctive relief, including enjoining the special meeting of stockholders and any vote on the contribution or the stock issuances or rescinding the Transactions if they are consummated, or in the alternative an award of damages, as well as unspecified attorneys' and other fees and costs, in addition to any other relief the court may deem proper. Since the filing of the complaint, the special meeting of stockholders and related vote occurred with the stockholders approving the acquisition. The outcome of this matter cannot be predicted with any certainty. A preliminary injunction could delay or jeopardize the consummation of the Transactions, and an adverse judgment granting permanent injunctive relief could indefinitely prohibit consummation of the Transactions. The defendants have not yet responded to the complaint but intend to defend the claims raised in this lawsuit. On March 14, 2016, Sessa Capital (Master), L.P. (“Sessa”) filed third party claims against the Company and Ashford LLC in connection with a suit filed by Ashford Prime against Sessa, related parties, and Sessa’s proposed Ashford Prime director nominees John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The case is captioned Ashford Hospitality Prime, Inc. v. Sessa Capital (Master), L.P., et al., No. 16-cv-00527 and was filed in the United States District Court for the Northern District of Texas, Dallas Division. Sessa generally alleged that the Company and Ashford LLC aided and abetted the Ashford Prime directors’ breaches of fiduciary duty in connection with the June 2015 amendments to Ashford Prime’s advisory agreement with Ashford LLC. Among other relief, Sessa sought an injunction preventing the Company from attempting to solicit proxies on behalf of Ashford Prime until Ashford Prime’s directors approve Sessa’s proposed director nominees under the terms of the advisory agreement. On May 20, 2016, the court denied Sessa’s request for a preliminary injunction and enjoined Sessa from, among other things, soliciting proxies or otherwise seeking election of its proposed candidates to the Ashford Prime board. Sessa appealed the district court’s decision to the United States Court of Appeals for the Fifth Circuit on May 23, 2016. On December 16, 2016, the Fifth Circuit dismissed Sessa’s appeal of the preliminary injunction as moot. On February 16, 2017, Ashford Prime, Ashford Trust and the Company (collectively the “Ashford Entities”) entered into a settlement agreement (the “Settlement Agreement”) with Sessa, Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC and John Petry (collectively, the “Sessa Entities”) regarding the composition of the Company’s board of directors, dismissal of pending litigation involving the parties and certain other matter s. On February 17, 2017, the District Court consolidated the Texas State Action into the Texas Federal Action (the “Consolidated Texas Federal Action”). On the same day, the District Court also dismissed all of Sessa’s counterclaims, except for its claim for violation of federal proxy solicitation laws, which Ashford Prime did not move to dismiss. The District Court granted Sessa’s motion to dismiss Ashford Prime’s claim for prima facie tort, but denied Sessa’s motion to dismiss the Ashford Prime’s remaining claims. On February 20, 2017, the parties submitted a Joint Stipulation of Dismissal, which dismissed each of the parties’ remaining claims in the Consolidated Texas Federal Action with prejudice. On March 22, 2016, the Company and Ashford LLC filed a lawsuit in Texas state district court in Dallas against Sessa, related entities, and John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The case is captioned Ashford Inc., et al v. Sessa Capital (Master), L.P., et al., Cause No. 16-DC-03340. The Company generally alleges that the defendants engaged in wrongful acts, including engaging in an unlawful proxy contest for control of the Ashford Prime board, and tortiously interfered with the Company and Ashford LLC’s advisory agreement with Ashford Prime. Among other relief, the Company sought actual and exemplary damages, as well as an injunction prohibiting defendants from further interference with the advisory agreement or the Company’s managerial and operational control of Ashford Prime and its assets. On February 16, 2017, the Ashford Entities entered into a Settlement Agreement with the Sessa Entities requiring the dismissal with prejudice of the Company’s suit against Sessa, related entities, and John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The Company also entered into releases with Sessa. Jesse Small v. Monty J. Bennett, et al., Case No. 24-C-16006020 (Md. Cir. Ct.) On November 16, 2016, Jesse Small, a purported shareholder of Ashford Prime, commenced a derivative action in Maryland Circuit Court for Baltimore City asserting causes of action for breach of fiduciary duty, corporate waste, and declaratory relief against the members of the Ashford Prime board of directors, David Brooks (collectively, the “Individual Defendants”), Ashford Inc. and Ashford LLC. Ashford Prime is named as a nominal defendant. The complaint alleges that the Individual Defendants breached their fiduciary duties to Ashford Prime by negotiating and approving the termination fee provision set forth in Ashford Prime’s advisory agreement with Ashford LLC, that Ashford Inc. and Ashford LLC aided and abetted the Individual Defendants’ fiduciary duty breaches, and that the Ashford Prime board of directors committed corporate waste in connection with Ashford Prime’s purchase of 175,000 shares of Ashford Inc. common stock. The complaint seeks monetary damages and declaratory and injunctive relief, including a declaration that the termination fee provision is unenforceable. Defendants’ response to the complaint is due March 24, 2017. The outcome of this matter cannot be predicted with any certainty. The Company is engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within 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 AQUA Fund is subject to certain inherent risks arising from selling securities short. The ultimate cost to the AQUA Fund to acquire these securities may exceed the liability reflected in these financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table reconciles the income tax benefit at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2016 2015 2014 Income tax benefit at federal statutory income tax rate of 35% $ 4,068 $ 3,492 $ 3,606 State income tax expense, net of federal income tax benefit (180 ) (54 ) (74 ) Income passed through to common unit holders and noncontrolling interests (3,503 ) (3,799 ) (90 ) Permanent differences (1,410 ) (3,293 ) (712 ) Valuation allowance (407 ) 1,563 (3,513 ) Benefit of flow through entity tax election 518 — — Other 134 25 — Total income tax (expense) benefit $ (780 ) $ (2,066 ) $ (783 ) The components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ (2,578 ) $ (5,958 ) $ (696 ) State (277 ) (350 ) (87 ) Total current (2,855 ) (6,308 ) (783 ) Deferred: Federal 2,023 4,140 — State 52 102 — Total deferred 2,075 4,242 — Total income tax (expense) benefit $ (780 ) $ (2,066 ) $ (783 ) Interest and penalties of $ 2,000 , $1,000 and $0 were paid or were due to taxing authorities for the years ended December 31, 2016 , 2015 and 2014 , respectively. Prior to the spin-off, income tax expense for the Company 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. As a partnership, Ashford Trust OP was not subject to federal income taxes. However, Ashford Trust OP was subject to the Texas Margin Tax and its operations were included in Texas filings that combined substantially all of Ashford Trust’s subsidiaries. After the spin-off, as a stand-alone company, the Company files tax returns on its own behalf and its deferred taxes and the effective tax rate may differ from those in the periods prior to the spin-off. For the period after the spin-off from November 12, 2014, through December 31, 2014, the Company recognized a book loss before income taxes of $10.3 million and income tax expense was separately determined under the Ashford Inc. ownership structure. At December 31, 2016 and 2015 , our net deferred tax asset (liability) and related valuation allowance on the balance sheets, consisted of the following (in thousands): December 31, 2016 2015 Prepaid expenses $ (386 ) $ (380 ) Investments in unconsolidated entities 2 508 Capitalized acquisition costs 2,187 1,644 Tax investment in securities greater than book basis 40 62 Deferred compensation 3,258 4,018 Accrued expenses 3,114 2,704 Equity-based compensation 3,940 2,072 Tax property basis greater (less) than book basis (392 ) (191 ) Net operating loss 323 — Deferred tax asset 12,086 10,437 Valuation allowance (6,084 ) (6,195 ) Net deferred tax asset $ 6,002 $ 4,242 We evaluate the recoverability of our deferred tax assets quarterly to determine if valuation allowances are required or should be adjusted. We assess whether valuation allowances should be established against deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. The analysis utilized in determining the valuation allowance involves considerable judgment and assumptions. At December 31, 2016, we recorded a partial valuation allowance of $6.1 million for our deferred tax assets. After consideration of all evidence, including the positive evidence of taxable income for the year ended December 31, 2016, December 31, 2015, and for the period after the spin-off from November 12, 2014, through December 31, 2014, we concluded that it is more likely than not that we will utilize a portion of our deferred tax assets due to the carryback potential of certain deferred tax assets. For the year ended December 31, 2016 and December 31, 2015 , we recorded a corresponding non-cash deferred income tax benefit of $2.1 million and $4.2 million , respectively. At December 31, 2015 , we had recorded a valuation allowance of $6.2 million to partially reserve our deferred tax asset. If our operating performance improves on a sustained basis, our conclusion regarding the need for a valuation allowance could change, resulting in the reversal of some or all of the valuation allowance in the future. The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 6,195 $ 7,524 $ — Additions — — 7,524 Deductions (111 ) (1,329 ) — Balance at end of year $ 6,084 $ 6,195 $ 7,524 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | Equity 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 2 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 . The rights are set to expire February 25, 2018 . Noncontrolling Interests in Consolidated Entities —As of December 31, 2016 , noncontrolling interests in consolidated entities represented noncontrolling ownership interests of 40% in Performance Holdco, 100% in the AQUA Fund and 13.63% in OpenKey. As of December 31, 2015 , noncontrolling interests in consolidated entities represented noncontrolling ownership interests of 40% in AIM, 100% in the AQUA Fund and 100% in OpenKey. At December 31, 2016 and 2015 , noncontrolling interests in consolidated entities had a total carrying value of $52.8 million and $104.5 million , respectively. Loss from consolidated entities attributable to these noncontrolling interests was $ 8.9 million , $10.9 million and $647,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. With respect to the 100% noncontrolling interests in the AQUA Fund as of December 31, 2016 and 2015 , limited partners have redemption rights which contain certain restrictions with respect to rights of withdrawal from the AQUA Fund as specified in the limited partnership agreement. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Ashford LLC | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests in Ashford LLC | 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 December 31, 2016 and 2015 , were $179,000 and $240,000 , respectively, which represented ownership of approximately 0.2% as of each date. The carrying value of redeemable noncontrolling interests as of December 31, 2016 and 2015 , included adjustments of $134,000 and $188,000 , respectively, to reflect the excess of redemption value over the accumulated historical cost. For the years ended December 31, 2016 , 2015 and 2014 , net (income) loss of $4,000 , $2,000 and $24,000 , respectively, was allocated to these redeemable noncontrolling interests. During the year ended December 31, 2016, approximately 1,000 membership interest units with an aggregate fair value of $18,000 at redemption were redeemed by the holder and, at our election, we issued cash to satisfy the redemption price. During the year ended December 31, 2015, no units were redeemed by the holders. A summary of the activity of the member interest units is as follow (in thousands): Year Ended December 31, 2016 2015 2014 Units outstanding at beginning of year 5 5 — Units issued in connection with spin-off — — 361 Units redeemed for cash (1 ) — — Units converted to common shares — — (356 ) Units outstanding at end of year 4 5 5 Units convertible/redeemable at end of year 4 5 — Redeemable Noncontrolling Interest in Subsidiary Common Stock —Redeemable noncontrolling interest in subsidiary common stock represented the 46.31% ownership interest in OpenKey, a consolidated VIE, at December 31, 2016 . This 46.31% redeemable ownership interest was retained by the party that previously held a 100% interest, included in noncontrolling interests in consolidated entities as of December 31, 2015 . On March 8, 2016, the 100% noncontrolling interest in OpenKey was initially reduced to 49.28% upon a $2.0 million investment by Ashford Trust, which represented an initial 12.23% ownership interest and resulted in the conversion of our note receivable into our initial 38.49% ownership interest. The carrying value of redeemable noncontrolling interest in subsidiary common stock as of December 31, 2016 was $1.3 million . The carrying value of the redeemable noncontrolling interest included adjustments of $1.0 million to reflect the excess of redemption value over the accumulated historical cost. The redeemable noncontrolling interest in subsidiary common stock is included in the “mezzanine” section of our balance sheet as it is redeemable outside of the Company’s control. For the period from March 8, 2016 through December 31, 2016 , net loss of $1.1 million was allocated to the redeemable noncontrolling interest in subsidiary common stock. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Under our 2014 Incentive Plan, we are authorized to grant 685,828 incentive stock awards in the form of shares of our common stock or securities convertible into shares of our common stock. At December 31, 2016 , 34,049 incentive stock award shares were available for future issuance under the 2014 Incentive Plan. As defined by the 2014 Incentive Plan, authorized shares automatically increase on January 1 of each year in an amount equal to 15% of the sum of (i) the fully diluted share count and (ii) the shares of common stock reserved for issuance under the Company’s deferred compensation plan less shares available under the 2014 Incentive Plan as of December 31 of the previous year. Pursuant to the plan, we have 430,482 shares of our common stock, or securities convertible into 430,482 shares of our common stock, available for issuance under our 2014 Incentive Plan, as of January 1, 2017. Equity-based compensation expense is recorded in “salaries and benefits expense” in our statements of operations and comprehensive income (loss) . The components of equity-based compensation expense for the years ended December 31, 2016 , 2015 and 2014 are presented below by award type (in thousands): Year Ended December 31, 2016 2015 2014 Equity-based compensation Stock option amortization (1) $ 5,884 $ 3,856 $ 212 Director equity grants expense (2) 250 250 250 Pre-spin equity grants expense (3) 5,439 11,503 2,423 Pre-spin equity-based compensation expense allocations (4) — — 18,620 Total equity-based compensation (5) $ 11,573 $ 15,609 $ 21,505 Other equity based compensation REIT equity based compensation (6) 12,243 6,311 2,105 $ 23,816 $ 21,920 $ 23,610 ________ (1) See Stock Options discussion below. Stock option amortization includes $61,000 of equity compensation expense related to OpenKey stock options issued under OpenKey’s stock plan. (2) 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. See Restricted Stock discussion below. (3) As a result of the spin-off, we assumed all of the unrecognized equity-based compensation associated with prior Ashford Trust equity grants of common stock and LTIP units. As a result, we will continue to recognize equity-based compensation expense related to these grants. See Restricted Stock discussion below. (4) Prior to our spin-off, equity-based compensation, included in “salaries and benefits” expense, was allocated to the Company as described in note 2. (5) Additionally, $10,000 , $10,000 and $4,000 of equity-based compensation associated with employees of an affiliate was included in “general and administrative” expense for the years ended December 31, 2016 , 2015 and 2014 , respectively. See note 13. (6) REIT equity based compensation expense is associated with equity grants of Ashford Trust’s and Ashford Prime’s common stock and LTIP units awarded to officers and employees of Ashford Inc. See notes 2 and 13. As of December 31, 2016, we had outstanding stock option awards and restricted stock awards, as follows: Stock Options —During the year ended December 31, 2016, we granted 340,000 stock options to employees with grant date fair values of $7.8 million . No stock options were granted during 2015. During 2014, we granted 300,000 stock options to employees with a grant date fair values of $11.6 million . The grant price of the options was the market value of our stock on the date of grant. The options vest three years from the grant date with a maximum option term of ten years . The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. Due to our lack of history, we do not have adequate historical exercise/cancellation behavior on which to base the expected life assumption. We were not able to use the “simplified” method as described in SAB 107 and 110 because the options remain exercisable for the full contractual term upon termination. Therefore, we used an adjusted simplified method, where any options expected to be forfeited over the term of the option were assumed to be exercised at full term and all other options were assumed to be exercised at the midpoint of the average time-to-vest and the full contractual term. We will continue to evaluate the expected life as we accumulate more data. Additionally, we do not have adequate historical stock price information on which to base the expected volatility assumption. In order to estimate volatility, we utilized the weighted average of our own stock price volatility based on daily data points over our full trading history and the average of the most recent 6.5 -year volatilities of our peer group (or full history if the peer has less than 6.5 years of trading history). The weighted average assumptions used to value grant options are detailed below: Year Ended December 31, 2016 2015 2014 Weighted-average grant date fair value $ 22.91 n/a $ 38.56 Weighted average assumptions used: Expected volatility 50.0 % n/a 46.3 % Expected term (in years) 6.5 n/a 5.7 Risk-free interest rate 1.5 % n/a 1.7 % Expected dividend yield — % n/a — % A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value of In-the Money Options (In thousands) (per share) (In years) (In thousands) Outstanding, January 1, 2014 — $ — — $ — Granted 300 85.97 8.00 — Exercised — — — — Forfeited, canceled or expired — — — — Outstanding, December 31, 2014 300 $ 85.97 7.95 $ 2,400 Granted — — — — Exercised — — — — Forfeited, canceled or expired — — — — Outstanding, December 31, 2015 300 $ 85.97 6.95 $ — Granted 340 45.59 10.00 — Exercised — — — — Forfeited, canceled or expired (1 ) 45.59 — — Outstanding, December 31, 2016 639 $ 64.55 9.10 $ — Options exercisable at December 31, 2016 — $ — — $ — The aggregate intrinsic value represents the difference between the exercise price of the stock options and the quoted closing common stock price as of the end of the period. At December 31, 2016 , the Company had approximately $9.5 million of total unrecognized compensation expense, related to stock options that will be recognized over the weighted average period of 1.6 years . Restricted Stock —A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2016 2015 2014 Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Outstanding at beginning of year 3 $ 56.20 5 $ 56.20 — $ — Restricted shares granted 5 45.09 3 93.92 4 56.20 Restricted shares issued in connection with spin-off — — — — 5 56.20 Restricted shares vested (7 ) 47.48 (5 ) 75.42 (4 ) 56.20 Restricted shares forfeited — — — — — — Outstanding at end of year 1 $ 56.20 3 $ 56.20 5 $ 56.20 Stock-based compensation expense of $250,000 , $250,000 and $250,000 (see equity-based compensation table above) was recognized in connection with stock grants of 5,000 , 3,000 and 4,000 immediately vested restricted shares to our independent directors for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , the outstanding restricted stock/units related to the assumed Ashford Trust equity grants had vesting schedules between February 2017 and April 2017. The restricted stock/units that vested during 2016 had a fair value of $5.7 million at the date of vesting. As of December 31, 2016 , the unrecognized cost of these unvested shares of restricted stock/units was $689,000 , which will be amortized over a period of 0.3 years . At December 31, 2016 , these outstanding restricted shares/units had an aggregate intrinsic value of $3.4 million . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans 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) . As of December 31, 2016 and 2015, the carrying value of the DCP liability was $9.1 million and $11.2 million , respectively. For the years ended December 31, 2016 , 2015 and 2014, we recorded unrealized gains of $2.1 million , and $8.6 million , and an unrealized loss of $8.5 million , respectively. No distributions were made in the year ended December 31, 2016 . During the year ended December 31, 2015 , distributions of 1,860 shares with a total fair value of $142,000 were made to one participant. No dividends were associated with the DCP for the year ended December 31, 2016 and 2015 . For the year ended December 31, 2014, DCP associated dividends, included as a component of accumulated deficit, totaled $567,000 . AIM Incentive Awards —Effective January 15, 2015, Ashford Inc. established an incentive awards program (“AIM Incentive Awards”) for certain employees involved in the success of AIM. The awards are intended to be a cash bonus program. The awards are deemed to be invested as of the investment date for the applicable annual award period and adjusted for deemed returns on the applicable fund (“Deemed Return”), based on a return multiplier between 100% and 300% (“Return Multiplier”), as elected quarterly by the recipient. The awards are subject to vesting and may be forfeited upon termination of employment prior to the record date for the award period. Award amounts will be measured as of the month end prior to payment and paid out within 45 days of the applicable award vesting date. The AIM Incentive Awards obligation is carried in long-term “accrued expenses” at the amortized fair value as of the end of the period with the related expense reflected as "salaries and benefits" in our statements of operations and comprehensive income (loss) . As of December 31, 2016 and 2015 , the carrying value of the AIM Incentive Awards liability was $287,000 and $385,000 , respectively. For the years ended December 31, 2016 and 2015 , we recorded salaries and benefits expense of $(25,000) and $385,000 , respectively, related to the AIM Incentive Awards. During the year ended December 31, 2016, distributions of $73,000 were paid to participants. No distributions were made in the year ended December 31, 2015. Effective as of January 1,2017, the value of AIM Incentive Awards are no longer adjusted based on the Deemed Return and are no longer based on a variable Return Multiplier. Instead, the value of the AIM Incentive Awards is fixed for each participant at the value of such participant's award as of the close of business on December 31, 2016. 401(k) Plan —The Company sponsors a 401(k) Plan. It is a qualified defined contribution retirement plan that covers employees 21 years of age or older who have completed one year of service and work a minimum of 1,000 hours annually. The 401(k) Plan allows eligible employees to contribute, subject to Internal Revenue Service imposed limitations, to various investment funds. The Company makes matching cash contributions equal to 50% of up to the first 6% of an employee’s eligible compensation, contributed to the 401(k) Plan. Participant contributions vest immediately , whereas company matches vest 25% annually. For the years ended December 31, 2016 , 2015 and 2014 , our results of operations included matching expense of $341,000 , $222,000 , and $293,000 , respectively. For periods prior to the spin-off, matching expense included an allocation of 100% of matching expense for the employees of 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. Matching expenses are included in “salaries and benefits” expenses on the statements of operations and comprehensive income (loss) . Employee Savings and Incentive Plan (“ESIP”) —The Company sponsors an ESIP. It is a nonqualified compensation plan that covers employees who work at least 25 hours per week. The plan allows eligible employees to contribute up to 100% of their compensation to various investment funds. The Company makes matching cash contributions equal to 25% of up to the first 10% of an employee’s compensation contributed to the ESIP. Matching contributions are only made for employees not participating in the 401(k) Plan. Employee contributions vest immediately , whereas company contributions vest 25% annually. For the years ended December 31, 2016 , 2015 and 2014 , our results of operations included matching expenses of $3,000 , $24,000 and $14,000 , respectively. For periods prior to the spin-off, matching expense included an allocation of 100% of matching expense for the employees of 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. Matching expenses are included in “salaries and benefits” expenses on the statements of operations and comprehensive income (loss) . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We are a party to an amended and restated advisory agreement with Ashford Trust OP. The quarterly base fee is based on a declining sliding scale percentage of Ashford Trust’s total market capitalization plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.7% ), 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 December 31, 2016 , 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 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 as 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 annual total stockholder return exceeds the average annual total stockholder return for Ashford Trust’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. The following table summarizes the revenue from Ashford Trust OP (in thousands): Year Ended December 31, 2016 2015 2014 Advisory services revenue Base advisory fee $ 34,700 $ 33,833 $ 3,999 Reimbursable expenses (1) 6,054 6,617 549 Equity-based compensation (2) 8,429 2,720 — Incentive fee (3) 1,809 — — Total advisory services revenue $ 50,992 $ 43,170 $ 4,548 Other revenue Non-advisory expense reimbursements $ — $ 195 $ 144 Other services 4 — — Total revenue $ 50,996 $ 43,365 $ 4,692 ________ (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. (3) Incentive fee includes the first year installment of the 2016 incentive fee in the amount of $1.8 million for the year ended December 31, 2016 , for which the payment is due January 2017 as a result of meeting the FCCR Condition at December 31, 2016 , as defined in our advisory agreement with Ashford Trust. At December 31, 2016 and December 31, 2015 , we had a net receivable of $12.2 million and $5.9 million , respectively, from Ashford Trust OP associated primarily with the advisory services fee discussed above and other services. We are also a party to an amended and restated advisory agreement with Ashford Prime OP. The quarterly base fee is based on a declining sliding scale percentage of Ashford Prime's total market capitalization plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.7% ), 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 December 31, 2016 , 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 as 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 annual total stockholder return exceeds the average annual total stockholder return for Ashford Prime’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. On January 24, 2017, we entered into an amended and restated advisory agreement with Ashford Prime that amends and restates our current advisory agreement with Ashford Prime. The Amended and Restated Ashford Prime Advisory Agreement will not become effective unless and until it is approved by Ashford Prime’s stockholders. See note 18. The following table summarizes the revenue from Ashford Prime OP (in thousands): Year Ended December 31, 2016 2015 2014 Advisory services revenue Base advisory fee $ 8,343 $ 8,648 $ 8,739 Reimbursable expenses (1) 2,805 1,863 1,752 Equity-based compensation (2) 3,814 3,591 2,105 Incentive fee (3) 1,274 1,274 — Total advisory services revenue $ 16,236 $ 15,376 $ 12,596 Other revenue Lease revenue (4) $ 335 $ 99 $ — Total revenue $ 16,571 $ 15,475 $ 12,596 ________ (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. (3) Incentive fee includes the second year installment of the 2015 incentive fee in the amount of $1.3 million for the year ended December 31, 2016 , for which the payment is due January 2017 as a result of meeting the FCCR Condition at December 31, 2016 , as defined in our advisory agreement with Ashford Prime. No incentive fee was earned for the year ended December 31, 2016. (4) In connection with our key money transaction with Ashford Prime, we lease furniture, fixtures and equipment to Ashford Prime at no cost. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. At December 31, 2016 and December 31, 2015 , we had receivables of $3.8 million and $3.8 million , respectively, from Ashford Prime OP associated with the advisory service fee and lease revenues discussed above. As of December 31, 2016 , we also had a payable due to Ashford Prime OP in the amount of $2.3 million related to the hold back from Ashford Prime’s liquidation of its investment in the AQUA Fund. Ashford Trust and Ashford Prime have management agreements with Remington Holdings L.P. and its subsidiaries (“Remington Lodging”), 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 Lodging 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. For the years ended December 31, 2016 , 2015 and 2014 these reimbursements totaled $5.7 million , $4.5 million and $2.0 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 December 31, 2016 and December 31, 2015 , are included in “due to affiliates” on our balance sheets. Certain limited partners of the AQUA 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. As of December 31, 2016 , Ashford Prime is no longer a limited partner of the AQUA Fund. The aggregate value of the affiliated limited partners’ share of partners’ capital in the AQUA Fund at December 31, 2016 and December 31, 2015 , was approximately $52.5 million and $106.1 million , respectively. Certain employees of Remington Lodging 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 $10,000 , $10,000 and $4,000 was recognized in the statements of operations and comprehensive income (loss) for the years ended December 31, 2016 , 2015 , and 2014 respectively. On June 11, 2015, we announced that we planned to provide 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 planned to provide $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. As of December 31, 2016, we provided substantially all of the $4.0 million key money consideration. 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 must be allocated to lease revenue equal to the estimated fair value of the lease payments that would have been made. As a result, advisory revenue of $335,000 and $99,000 was allocated to lease revenue for the years ended December 31, 2016 and 2015 respectively. Lease revenue is included in “other” revenue in the statements of operations and comprehensive income (loss) . On September 17, 2015, we entered into an acquisition agreement (the “Remington Acquisition Agreement”) to acquire 80% of Remington Lodging 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 Lodging 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 note payable issued by Remington Hospitality Management, Inc., a wholly owned subsidiary of Ashford Advisors, 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 Lodging will be subject to certain put, call and/or conversion rights which could result in the previous owners of Remington Lodging receiving subsidiary voting shares and/or preferred or common shares of Ashford Inc. On April 12, 2016, Ashford Inc.’s stockholders approved the acquisition. This transaction is subject to customary closing conditions, including certain tax related conditions. The incremental EBITDA that Ashford receives from Remington Lodging 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 Lodging, 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 Remington Acquisition Agreement contains termination rights for both the Company and Remington Lodging, including the right of either party to terminate the Remington Acquisition Agreement if the Transactions are not consummated by the stated deadline. On June 22, 2016, the Remington Acquisition Agreement was amended to extend the deadline to October 7, 2016, and on September 22, 2016, the Remington Acquisition Agreement was amended to further extend the deadline to April 7, 2017 . If the Remington Acquisition Agreement is terminated by the Company as provided in the Remington 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 if the Remington Acquisition Agreement is terminated by the Company as a result of a Company Intervening Event (as defined in the Remington Acquisition Agreement) or a Company Superior Proposal (as defined in the Remington Acquisition Agreement). 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. The amount funded by Ashford Trust OP for the period from January 1, 2014, through November 12, 2014 was $56.6 million . As the Company’s financial statements through November 12, 2014, have been carved out of Ashford Trust OP, salaries and benefits and general and administrative expense represent an allocation of certain Ashford Trust OP corporate general and administrative costs. See note 2. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (2,396 ) $ (1,190 ) $ (46,410 ) Undistributed net income (loss) allocated to common stockholders (2,396 ) (1,190 ) (46,410 ) Distributed and undistributed net income (loss) - basic (2,396 ) (1,190 ) (46,410 ) Effect of deferred compensation plan (2,127 ) (8,608 ) — Effect of contingently issuable shares $ (1,143 ) $ — $ — Distributed and undistributed net loss - diluted $ (5,666 ) $ (9,798 ) $ (46,410 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,012 1,991 1,981 Effect of deferred compensation plan shares 158 212 — Effect of contingently issuable shares 39 — — Weighted average common shares outstanding – diluted 2,209 2,203 1,981 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (1.19 ) $ (0.60 ) $ (23.43 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (2.56 ) $ (4.45 ) $ (23.43 ) Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2016 2015 2014 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford LLC $ (4 ) $ (2 ) $ (24 ) Total $ (4 ) $ (2 ) $ (24 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 1 3 5 Effect of assumed exercise of stock options — 1 — Effect of assumed conversion of Ashford LLC units 4 5 5 Total 5 9 10 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
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 investments managed by AIM, including the AQUA Fund in conformity with each entity’s investment guidelines. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk During 2016 and 2015, the majority of our revenue was derived from the advisory agreements with Ashford Prime and Ashford Trust. During 2014, all of our revenue was derived from the advisory agreements with Ashford Prime and Ashford Trust. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at financial institutions, U.S. government treasury bond holdings and amounts due or payable under our derivative contracts. Our counterparties are investment grade financial institutions. At December 31, 2016 , our cash is held at one financial institution. |
Selected Financial Quarterly Da
Selected Financial Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Financial Quarterly Data (Unaudited) | Selected Financial Quarterly Data (Unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2016 Total revenue $ 13,409 $ 18,152 $ 16,538 $ 19,508 $ 67,607 Total operating expenses 13,921 20,344 16,673 19,126 70,064 Operating income (loss) $ (512 ) $ (2,192 ) $ (135 ) $ 382 $ (2,457 ) Net income (loss) $ (8,398 ) $ (1,279 ) $ (1,092 ) $ (1,634 ) $ (12,403 ) Net income (loss) attributable to the Company $ (1,732 ) $ (1,106 ) $ (285 ) $ 727 $ (2,396 ) Diluted income (loss) attributable to common stockholders per share $ (1.51 ) $ (0.71 ) $ (0.49 ) $ (0.25 ) $ (2.56 ) Weighted average diluted common shares 2,218 2,048 2,262 2,267 2,209 First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2015 Total revenue $ 13,118 $ 14,489 $ 14,496 $ 16,878 $ 58,981 Total operating expenses 21,752 10,629 13,219 14,732 60,332 Operating income (loss) $ (8,634 ) $ 3,860 $ 1,277 $ 2,146 $ (1,351 ) Net income (loss) $ (8,813 ) $ 768 $ (9,154 ) $ 5,155 $ (12,044 ) Net income (loss) attributable to the Company $ (7,834 ) $ 3,914 $ 54 $ 2,676 $ (1,190 ) Diluted income (loss) attributable to common stockholders per share $ (3.95 ) $ (1.26 ) $ (2.26 ) $ 0.23 $ (4.45 ) Weighted average diluted common shares 1,982 2,197 2,202 2,218 2,203 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 19, 2017, AIM entered into an Investment Management Agreement (the “Agreement”) with AHT SMA, LP, a Delaware limited partnership (“Client”) and a wholly-owned subsidiary of Ashford Trust, to manage all or a portion of Ashford Trust’s excess cash (the “Account”). Pursuant to the Agreement, Client retained and appointed AIM as the investment manager of Client. The Agreement will govern the relationship between Client and AIM, as well as grant AIM certain rights, powers and duties to act on behalf of Client. AIM will not be compensated by Client for its services under the Agreement. Client bears all costs and expenses of the establishment and ongoing maintenance of the Account as well as all costs and expenses of AIM. On January 24, 2017, we entered into an amended and restated advisory agreement with Ashford Prime (the “Amended and Restated Ashford Prime Advisory Agreement”) that amends and restates the advisory agreement with Ashford Prime discussed herein. The Amended and Restated Ashford Prime Advisory Agreement will not become effective unless and until it is approved by Ashford Prime’s stockholders. The material terms of the Amended and Restated Ashford Prime Advisory agreement include: • Ashford Prime will make a cash payment to us of $5.0 million at the time the Amended and Restated Ashford Prime Advisory Agreement becomes effective; • the termination fee payable to us under the advisory agreement has been amended by eliminating the 1.1 x multiplier and tax gross up components of the fee; • we will disclose publicly the revenues and expenses used to calculate “Net Earnings” on a quarterly basis which is used to calculate the termination fee; we will retain an accounting firm to provide a quarterly report to Ashford Prime on the reasonableness of the our determination of expenses, which will be binding on the parties; • our right under the advisory agreement to appoint a “Designated CEO” has been eliminated; • our right to terminate the advisory agreement due to a change in a majority of the “Company Incumbent Board” (as defined in the advisory agreement) has been eliminated; • Ashford Prime will be incentivized to grow its assets under a “growth covenant” in the Amended and Restated Ashford Prime Advisory Agreement under which Ashford Prime will receive a deemed credit against a base amount of $45.0 million for 3.75% of the total purchase price of each hotel acquired after the date of the Amended and Restated Ashford Prime Advisory Agreement that was recommended by us, netted against 3.75% of the total sale price of each hotel sold after the date of the Amended and Restated Ashford Prime Advisory Agreement. The difference between $45.0 million and this net credit, if any, is referred to as the “Uninvested Amount.” If the Amended and Restated Ashford Prime Advisory Agreement is terminated, other than due to certain acts by us, Ashford Prime must pay us the Uninvested Amount, in addition to any other fees payable under the Amended Agreement; • the Amended and Restated Ashford Prime Advisory Agreement requires Ashford Prime to maintain a net worth of not less than $390 million plus 75% of the equity proceeds from the sale of securities by Ashford Prime after December 31, 2016 and a covenant prohibiting Ashford Prime from paying dividends except as required to maintain its REIT status if paying the dividend would reduce Ashford Prime’s net worth below the required minimum net worth; • the initial term of the Amended and Restated Ashford Prime Advisory Agreement ends on the 10th anniversary of its effective date, subject to renewal by us for up to seven additional successive 10 -year terms; • the base management fee payable to us will be fixed at 70 bps, and the fee will be payable on a monthly basis; • reimbursements of expenses to us will be made monthly in advance, based on an annual expense budget, with a quarterly true-up for actual expenses; • the right of Ashford Prime to terminate the advisory agreement due to a change of control experienced by us has been eliminated; • the rights of Ashford Prime to terminate the advisory agreement at the end of each term upon payment of the termination fee based on the parties being unable to agree on new market-based fees or our performance have been eliminated; however, the Amended and Restated Ashford Prime Advisory Agreement provides a mechanism for the parties to renegotiate the fees payable to us at the end of each term based on then prevailing market conditions, subject to floors and caps on the changes; • if a Change of Control (as defined in the Amended and Restated Ashford Prime Advisory Agreement) is pending, Ashford Prime has agreed to deposit not less than 50% , and in certain cases 100% , of the applicable termination fee in escrow, with the payment of any remaining amounts owed to us secured by a letter of credit or first priority lien on certain assets; • Ashford Prime’s ability to terminate the Amended and Restated Ashford Prime Advisory Agreement due to a material default by us is limited to instances where a court finally determines that the default had a material adverse effect on Ashford Prime and we fail to pay monetary damages in accordance with the Amended and Restated Ashford Prime Advisory Agreement; and • if Ashford Prime repudiates the Amended and Restated Ashford Prime Advisory Agreement, through actions or omissions that constitute a repudiation as determined by a final non-appealable order from a court of competent jurisdiction, Ashford Prime will be liable to us for a liquidated damages amount. On February 16, 2017, the Ashford Entities entered into a Settlement Agreement with the Sessa Entities regarding the composition of Ashford Prime’s board of directors, dismissal of pending litigation involving the parties and certain other matters. See note 7. On February 20, 2017, Ashford LLC, the operating company of Ashford Inc., and Douglas A. Kessler entered into an employment agreement pursuant to which, effective February 21, 2017, Mr. Kessler will be employed by Ashford LLC to serve as Chief Executive Officer of Ashford Trust, pursuant to the Amended and Restated Advisory Agreement, dated June 10, 2015, as amended from time to time, between Ashford Inc., Ashford LLC, Ashford Trust and their respective affiliates, which provides that Ashford LLC is responsible for managing Ashford Trust’s affairs. On February 21, 2017, the Company announced that it supports the non-binding proposal of Ashford Trust to acquire FelCor Lodging Trust ("FelCor"). The board of directors of Ashford Trust has authorized Ashford Inc. to participate in the transaction on the terms outlined in Ashford Trust's letter to FelCor, subject to completion of a due diligence review and negotiation and execution of definitive transaction agreements. The terms outlined include: • 100,000 warrants issued to existing FelCor shareholders to purchase shares of Ashford Inc. common stock with a strike price of $100 per share and an expiration that is five years from the transaction closing date; • A one year guarantee by Ashford Inc. of up to $18 million for sustainable operational and G&A synergies, commencing six months following the completion of the transaction which, if needed, would come in the form of reduced advisory fees paid to Ashford Inc.; • The opportunity for one FelCor director to join the board of Ashford Inc.; and • An agreement to negotiate and amend the advisory agreement with Ashford Trust within one year of the transaction closing date to reflect similar recent amendments made between Ashford Prime and the Company, where applicable. Any such amendments to the advisory agreement will be subject to approval by independent committees of both Ashford Trust and Ashford Inc. boards of directors. On March 3, 2017, Ashford Inc. and Ashford Trust invested an additional $1.3 million and $650,000 , respectively, for an additional ownership interest in OpenKey, a consolidated VIE. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guestrooms. See notes 1, 2, 9, 10, 11 and 13. On March 7, 2017, AIM GP, the general partner of the AQUA U.S. Fund, provided written notice to the AQUA U.S. Fund's limited partners of its election to dissolve the AQUA U.S. Fund pursuant to Section 6.1(a) of the Second Amended and Restated Limited Partnership Agreement of the AQUA U.S. Fund as of March 31, 2017 (the “Dissolution Date”). In connection with the dissolution of the AQUA U.S. Fund, the AQUA Master Fund will also be liquidated in accordance with the laws of the Cayman Islands. The balance of all limited partners' capital accounts in the AQUA U.S. Fund, less an audit hold-back of 5% , will be distributed to limited partners in cash on the Dissolution Date, and thereafter limited partners will cease to be a limited partner of the AQUA U.S. Fund. The balance will be paid to limited partners (without interest) promptly following the completion of the audits of the AQUA U.S. Fund’s and the AQUA Master Fund’s financial statements for the period January 1, 2017 through March 31, 2017, which we expect to be on or before June 30, 2017. |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation and Combination | Basis of Presentation and Principles of Consolidation and Combination —The accompanying consolidated financial statements, subsequent to our spin-off, include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant inter-company accounts and transactions between these entities have been eliminated in these historical consolidated financial statements. The AQUA Funds are investment companies and follows 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. 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 AQUA Fund is considered to be a VIE, as defined by authoritative accounting guidance. All major decisions related to the AQUA 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 AQUA Fund. As of December 31, 2016 and December 31, 2015 , the AQUA Fund held approximately $52.8 million and $108.1 million , respectively, of total assets consisting primarily of investments in securities, cash and cash equivalents and receivables that can only be used to settle the obligations of the AQUA Fund. Additionally, as of December 31, 2016 and December 31, 2015 , the AQUA Fund had liabilities of $93,000 and $1.1 million , respectively, consisting primarily of liabilities associated with investments in securities for which creditors do not have recourse to Ashford Inc. As of December 31, 2016 , we held a variable interest in OpenKey, a consolidated VIE in which the redeemable noncontrolling interest holder held a 46.31% interest and the noncontrolling interest holders held a 13.63% interest. As we meet the conditions discussed above, we are considered the primary beneficiary of OpenKey and therefore we consolidate it. As of December 31, 2016 , OpenKey held approximately $960,000 of total assets that primarily consisted of cash and cash equivalents and other assets that can only be used to settle its obligations. Additionally, as of December 31, 2016 , OpenKey had accounts payable and accrued expenses of $256,000 for which creditors do not have recourse to Ashford Inc. As of December 31, 2015 , the variable interest was held in the form of a note receivable due from OpenKey with an outstanding balance of $3.0 million that eliminated in consolidation and the noncontrolling interest holder held a 100% interest. As of December 31, 2015 , OpenKey held approximately $653,000 of total assets that primarily consisted of cash and cash equivalents and other assets that could only be used to settle its obligations. Additionally, as of December 31, 2015 , OpenKey had accounts payable and accrued expenses of $177,000 for which creditors did 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. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities —As of December 31, 2015, we held a first loss limited liability company interest (the "Interest") in an unconsolidated limited liability company (the "Fund"). The Fund was a private investment fund which generally invested its assets in one or more securities trading accounts that were 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 $5.0 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 possessed and exercised 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 had and the requirements of applicable law. Due to our limited rights, we did not exercise significant influence over the Fund and therefore did not account for the Interest under the equity method of accounting. The Fund was 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 calculated a net asset value (“NAV”) for the Interests monthly in accordance with applicable authoritative accounting guidance. Changes in the NAV were recorded in “unrealized gain/loss in investment in unconsolidated entity." We requested redemption of the Interest effective March 29, 2016. The redeemed amount of $1.4 million was received during the second quarter of 2016, which reduced our carrying value to $0 . We recognized an unrealized gain of $2.1 million and a realized loss of $3.6 million for the year ended December 31, 2016. At December 31, 2015, the carrying value of the investment, which approximated fair value, was $2.8 million . We also hold an investment in an unconsolidated entity with a carrying value of $500,000 at both December 31, 2016 and December 31, 2015 , 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 during the years ended December 31, 2016 or 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 these redeemable operating units may be redeemed by the holder. 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 redeemable noncontrolling interests in subsidiary common stock as of December 31, 2016 represented the 46.31% ownership interest in a consolidated VIE, OpenKey, retained by the party that previously held a 100% interest and was previously included in noncontrolling interests in consolidated entities as of December 31, 2015. The redeemable noncontrolling interest in subsidiary common stock is included in the mezzanine section of our balance sheet as it is redeemable outside of the Company’s control. The carrying value of the redeemable noncontrolling interests in subsidiary common stock is based on the accumulated historical cost adjusted to reflect the excess of redemption value over the accumulated historical cost. At December 31, 2016 , the noncontrolling interests in consolidated entities represented noncontrolling ownership interests of 40% in Performance Holdco, 100% in the AQUA Fund and 13.63% in OpenKey. At December 31, 2015 , the noncontrolling interests in consolidated entities represented noncontrolling ownership interests of 40% in AIM, 100% in the AQUA Fund and 100% in OpenKey, an entity in which we held a variable interest in the form of a note receivable. |
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 annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the FCCR Condition, as defined in the advisory agreements. Incentive fees are paid over a three-year period and each payment is subject to the FCCR Condition. Accordingly, incentive fee revenue is recognized only when the amount earned is fixed and determinable and the FCCR Condition has been met. As incentive fees are earned annually, we recognize revenue quarterly based on the amount that would be due pursuant to the applicable advisory agreement as of the interim balance sheet date in accordance with the authoritative accounting guidance. |
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 12. |
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 lives ranging from 5 to 7.5 years and computer software placed into service is amortized on a straight-line basis over estimated useful lives ranging from 3 to 5 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. |
Advertising Costs | Advertising Costs —Advertising costs are charged to expense as incurred. Advertising costs were $0 , $0 and $58,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Advertising costs are included in the “general and administrative” expense in the accompanying statements of operations and comprehensive income (loss) . |
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. In connection with providing advisory services, our officers and employees can be granted common stock and LTIP units from Ashford Trust and Ashford Prime which result in expense equal to the fair value of the award, included in “salaries and benefits” 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) | 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 —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, incentive fee and reimbursable expenses. Due from Ashford Prime OP is generally settled within a period not exceeding one year. |
Due to Ashford Prime OP from AQUA U.S. Fund and Due to/from Ashford Trust OP, net | Due to Ashford Prime OP from AQUA U.S. Fund —Due to Ashford Prime OP from AQUA U.S. Fund represents current payables related to the hold back from Ashford Prime’s liquidation of the AQUA Fund. Due to Ashford Prime OP from AQUA U.S. Fund is expected to be settled within a period not exceeding one year. Due from Ashford Trust OP, net —Due from Ashford Trust OP, net, represents current receivables related to the advisory services fee, incentive fee and reimbursable expenses. Due from Ashford Trust OP, net is generally settled within a period not exceeding one year. |
Income (Loss) Per Share | Income (Loss) Per Share —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 | 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. |
Options on Futures Contracts | Options on Futures Contracts —We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three-month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. |
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 AQUA Fund. The AQUA 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 AQUA Fund had no margin borrowings at December 31, 2016 or 2015 . In the normal course of business, substantially all of the AQUA Fund’s securities transactions, money balances, and security positions are transacted with the AQUA Fund’s broker: Goldman Sachs & Co. and ConvergEx Group. Accounts with ConvergEx Group are cleared by Goldman Sachs & Co. The AQUA 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 AQUA 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 AQUA Fund has the legal right to offset the recognized amounts and intends to settle on a net basis. The AQUA Fund presents on a net basis the fair value amounts recognized for over-the-counter 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 AQUA Fund does not record a provision for U.S. federal, state, or local income taxes as it is a partnership, and the AQUA Fund partners report their share of the AQUA 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. 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 2016 remain subject to potential examination by certain federal and state taxing authorities. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern. ASU 2014-15 also requires certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We have adopted this standard effective for the year ended December 31, 2016, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In February 2015, the 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 have adopted this standard effective January 1, 2016, and the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. 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 have adopted this standard effective January 1, 2016, and the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. An entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. ASU 2014-09 also specifies the accounting for certain costs to obtain or fulfill a contract with a customer. In addition, the new guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. 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, including interim periods within that reporting period. The FASB has also issued additional updates that further clarify the requirements of Topic 606 and provide implementation guidance. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are in the initial stages of evaluating the available adoption methods and assessing the potential impact that the standard will have on our revenue recognition, financial statements and disclosures. Our assessment includes a detailed review of our contracts with customers and understanding when revenue would be recognized under those agreements. The impact of the standard on our financial statements is not currently determinable. We expect to adopt the new revenue recognition guidance effective January 1, 2018. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases as well as for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases where we are the lessor remains largely unchanged. While we are currently initial stages of assessing the impact ASU 2016-02 will have on our financial statements, we expect the primary impact to our financial statements upon adoption will be the recognition, on a discounted basis, of any future minimum rentals due under noncancelable leases on our balance sheets resulting in the recording of right of use assets and lease obligations. In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”). The new standard requires an investor to apply the equity method of accounting only from the date it qualifies for that method, i.e., the date the investor obtains significant influence over the operating and financial policies of an investee. The ASU eliminates the previous requirement to retroactively adjust the investment and record a cumulative catch up for the periods that the investment had been held, but did not qualify for the equity method of accounting. ASU 2016-07 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. We are evaluating the impact that ASU 2016-07 will have on our financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) as part of the FASB simplification initiative. The new standard requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit on the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. In addition, the ASU increases the tax withholding requirements threshold to qualify for equity classification. The ASU also clarifies that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. The ASU provides an optional accounting policy election to be applied on an entity-wide basis to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. We are evaluating the impact that ASU 2016-09 will have on our financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - Debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-15 will have on our financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-18 will have on our financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2017-01 will have on our financial statements and related disclosures. |
Furniture, Fixtures and Equip26
Furniture, Fixtures and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of furniture, fixtures, and equipment, net | Furniture, fixtures and equipment, net, consisted of the following (in thousands): December 31, 2016 2015 Furniture, fixtures and equipment $ 6,549 $ 2,529 Leasehold improvements 537 536 Computer software 7,125 4,701 Total cost 14,211 7,766 Accumulated depreciation (2,167 ) (1,216 ) Furniture, fixtures and equipment, net $ 12,044 $ 6,550 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2016 Assets Derivative assets: Options on futures contracts $ 91 $ — $ 91 Total 91 — 91 (1) Liabilities Non-derivative liabilities: Deferred compensation plan (9,078 ) — (9,078 ) Total (9,078 ) — (9,078 ) Net $ (8,987 ) $ — $ (8,987 ) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Equity put options $ 536 $ 654 $ 1,190 Equity call options 1,492 6 1,498 Options on futures contracts 225 — 225 Non-derivative assets: Equity securities 44,414 — 44,414 U.S. treasury securities 33,745 — 33,745 Total 80,412 660 81,072 (1) Liabilities Derivative liabilities: Short equity put options (447 ) — (447 ) (2) Short equity call options (507 ) (29 ) (536 ) (2) Non-derivative liabilities: Deferred compensation plan (11,205 ) — (11,205 ) Total (12,159 ) (29 ) (12,188 ) Net $ 68,253 $ 631 $ 68,884 __________________ (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 assets and liabilities on the statements of operations and comprehensive income (loss) (in thousands): Gain (Loss)Recognized Year Ended December 31, 2016 2015 2014 Assets Derivative assets: Equity put options $ (2,829 ) $ (7,218 ) $ — Equity call options 1,961 (680 ) — Options on futures contracts (228 ) (275 ) — Non-derivative assets: Equity - American Depositary Receipt — 89 — Equity securities (7,213 ) (10,564 ) — U.S. treasury securities 479 (331 ) — Total (7,830 ) (18,979 ) — Liabilities Derivative liabilities: Short equity put options 2,147 7,139 — Short equity call options (1,944 ) 4,144 — Non-derivative liabilities: Equity - American Depositary Receipt — (300 ) — Equity securities (160 ) 396 — Deferred compensation plan 2,127 8,608 (8,495 ) Total 2,170 19,987 (8,495 ) Net $ (5,660 ) $ 1,008 $ (8,495 ) Total combined Unrealized gain (loss) on investment securities $ 2,326 $ (2,490 ) $ — Realized gain (loss) on investment securities (10,113 ) (5,110 ) — Deferred compensation plan 2,127 (1) 8,608 (1) (8,495 ) (1) Net $ (5,660 ) $ 1,008 $ (8,495 ) ________ (1) Reported as a component of “salaries and benefits” in the statements of operations and comprehensive income (loss) . |
Summary of Fair Value of Fina28
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Schedule of Financial Assets and Liabilities Measured and Not Measured at Fair Value | Certain 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): December 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Investments in securities $ 91 $ 91 $ 81,072 $ 81,072 Financial liabilities measured at fair value: Liabilities associated with investments in securities $ — $ — $ 983 $ 983 Deferred compensation plan 9,078 9,078 11,205 11,205 Financial assets not measured at fair value: Cash and cash equivalents $ 84,091 $ 84,091 $ 50,272 $ 50,272 Restricted cash 9,752 9,752 5,684 5,684 Receivables 16 16 250 250 Due from Ashford Trust OP, net 12,179 12,179 5,856 5,856 Due from Ashford Prime OP 3,817 3,817 3,821 3,821 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 11,601 $ 11,601 $ 10,832 $ 10,832 Due to affiliates 933 933 782 782 Due to Ashford Prime OP from AQUA U.S. Fund 2,289 2,289 — — Other liabilities 9,752 9,752 5,684 5,684 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the income tax benefit at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2016 2015 2014 Income tax benefit at federal statutory income tax rate of 35% $ 4,068 $ 3,492 $ 3,606 State income tax expense, net of federal income tax benefit (180 ) (54 ) (74 ) Income passed through to common unit holders and noncontrolling interests (3,503 ) (3,799 ) (90 ) Permanent differences (1,410 ) (3,293 ) (712 ) Valuation allowance (407 ) 1,563 (3,513 ) Benefit of flow through entity tax election 518 — — Other 134 25 — Total income tax (expense) benefit $ (780 ) $ (2,066 ) $ (783 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ (2,578 ) $ (5,958 ) $ (696 ) State (277 ) (350 ) (87 ) Total current (2,855 ) (6,308 ) (783 ) Deferred: Federal 2,023 4,140 — State 52 102 — Total deferred 2,075 4,242 — Total income tax (expense) benefit $ (780 ) $ (2,066 ) $ (783 ) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2016 and 2015 , our net deferred tax asset (liability) and related valuation allowance on the balance sheets, consisted of the following (in thousands): December 31, 2016 2015 Prepaid expenses $ (386 ) $ (380 ) Investments in unconsolidated entities 2 508 Capitalized acquisition costs 2,187 1,644 Tax investment in securities greater than book basis 40 62 Deferred compensation 3,258 4,018 Accrued expenses 3,114 2,704 Equity-based compensation 3,940 2,072 Tax property basis greater (less) than book basis (392 ) (191 ) Net operating loss 323 — Deferred tax asset 12,086 10,437 Valuation allowance (6,084 ) (6,195 ) Net deferred tax asset $ 6,002 $ 4,242 |
Summary of Valuation Allowance | The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 6,195 $ 7,524 $ — Additions — — 7,524 Deductions (111 ) (1,329 ) — Balance at end of year $ 6,084 $ 6,195 $ 7,524 |
Redeemable Noncontrolling Int30
Redeemable Noncontrolling Interests in Ashford LLC (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Activity of Member Interest | A summary of the activity of the member interest units is as follow (in thousands): Year Ended December 31, 2016 2015 2014 Units outstanding at beginning of year 5 5 — Units issued in connection with spin-off — — 361 Units redeemed for cash (1 ) — — Units converted to common shares — — (356 ) Units outstanding at end of year 4 5 5 Units convertible/redeemable at end of year 4 5 — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost | The components of equity-based compensation expense for the years ended December 31, 2016 , 2015 and 2014 are presented below by award type (in thousands): Year Ended December 31, 2016 2015 2014 Equity-based compensation Stock option amortization (1) $ 5,884 $ 3,856 $ 212 Director equity grants expense (2) 250 250 250 Pre-spin equity grants expense (3) 5,439 11,503 2,423 Pre-spin equity-based compensation expense allocations (4) — — 18,620 Total equity-based compensation (5) $ 11,573 $ 15,609 $ 21,505 Other equity based compensation REIT equity based compensation (6) 12,243 6,311 2,105 $ 23,816 $ 21,920 $ 23,610 ________ (1) See Stock Options discussion below. Stock option amortization includes $61,000 of equity compensation expense related to OpenKey stock options issued under OpenKey’s stock plan. (2) 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. See Restricted Stock discussion below. (3) As a result of the spin-off, we assumed all of the unrecognized equity-based compensation associated with prior Ashford Trust equity grants of common stock and LTIP units. As a result, we will continue to recognize equity-based compensation expense related to these grants. See Restricted Stock discussion below. (4) Prior to our spin-off, equity-based compensation, included in “salaries and benefits” expense, was allocated to the Company as described in note 2. (5) Additionally, $10,000 , $10,000 and $4,000 of equity-based compensation associated with employees of an affiliate was included in “general and administrative” expense for the years ended December 31, 2016 , 2015 and 2014 , respectively. See note 13. (6) REIT equity based compensation expense is associated with equity grants of Ashford Trust’s and Ashford Prime’s common stock and LTIP units awarded to officers and employees of Ashford Inc. See notes 2 and 13. |
Schedule of Stock Options, Valuation Assumptions | The weighted average assumptions used to value grant options are detailed below: Year Ended December 31, 2016 2015 2014 Weighted-average grant date fair value $ 22.91 n/a $ 38.56 Weighted average assumptions used: Expected volatility 50.0 % n/a 46.3 % Expected term (in years) 6.5 n/a 5.7 Risk-free interest rate 1.5 % n/a 1.7 % Expected dividend yield — % n/a — % |
Schedule of Stock Option Activity | A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value of In-the Money Options (In thousands) (per share) (In years) (In thousands) Outstanding, January 1, 2014 — $ — — $ — Granted 300 85.97 8.00 — Exercised — — — — Forfeited, canceled or expired — — — — Outstanding, December 31, 2014 300 $ 85.97 7.95 $ 2,400 Granted — — — — Exercised — — — — Forfeited, canceled or expired — — — — Outstanding, December 31, 2015 300 $ 85.97 6.95 $ — Granted 340 45.59 10.00 — Exercised — — — — Forfeited, canceled or expired (1 ) 45.59 — — Outstanding, December 31, 2016 639 $ 64.55 9.10 $ — Options exercisable at December 31, 2016 — $ — — $ — |
Summary of Restricted Stock Activity | Restricted Stock —A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2016 2015 2014 Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Outstanding at beginning of year 3 $ 56.20 5 $ 56.20 — $ — Restricted shares granted 5 45.09 3 93.92 4 56.20 Restricted shares issued in connection with spin-off — — — — 5 56.20 Restricted shares vested (7 ) 47.48 (5 ) 75.42 (4 ) 56.20 Restricted shares forfeited — — — — — — Outstanding at end of year 1 $ 56.20 3 $ 56.20 5 $ 56.20 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Ashford Trust OP [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table summarizes the revenue from Ashford Trust OP (in thousands): Year Ended December 31, 2016 2015 2014 Advisory services revenue Base advisory fee $ 34,700 $ 33,833 $ 3,999 Reimbursable expenses (1) 6,054 6,617 549 Equity-based compensation (2) 8,429 2,720 — Incentive fee (3) 1,809 — — Total advisory services revenue $ 50,992 $ 43,170 $ 4,548 Other revenue Non-advisory expense reimbursements $ — $ 195 $ 144 Other services 4 — — Total revenue $ 50,996 $ 43,365 $ 4,692 ________ (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. (3) Incentive fee includes the first year installment of the 2016 incentive fee in the amount of $1.8 million for the year ended December 31, 2016 , for which the payment is due January 2017 as a result of meeting the FCCR Condition at December 31, 2016 , as defined in our advisory agreement with Ashford Trust. |
Ashford Prime OP [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table summarizes the revenue from Ashford Prime OP (in thousands): Year Ended December 31, 2016 2015 2014 Advisory services revenue Base advisory fee $ 8,343 $ 8,648 $ 8,739 Reimbursable expenses (1) 2,805 1,863 1,752 Equity-based compensation (2) 3,814 3,591 2,105 Incentive fee (3) 1,274 1,274 — Total advisory services revenue $ 16,236 $ 15,376 $ 12,596 Other revenue Lease revenue (4) $ 335 $ 99 $ — Total revenue $ 16,571 $ 15,475 $ 12,596 ________ (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. (3) Incentive fee includes the second year installment of the 2015 incentive fee in the amount of $1.3 million for the year ended December 31, 2016 , for which the payment is due January 2017 as a result of meeting the FCCR Condition at December 31, 2016 , as defined in our advisory agreement with Ashford Prime. No incentive fee was earned for the year ended December 31, 2016. (4) In connection with our key money transaction with Ashford Prime, we lease furniture, fixtures and equipment to Ashford Prime at no cost. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (2,396 ) $ (1,190 ) $ (46,410 ) Undistributed net income (loss) allocated to common stockholders (2,396 ) (1,190 ) (46,410 ) Distributed and undistributed net income (loss) - basic (2,396 ) (1,190 ) (46,410 ) Effect of deferred compensation plan (2,127 ) (8,608 ) — Effect of contingently issuable shares $ (1,143 ) $ — $ — Distributed and undistributed net loss - diluted $ (5,666 ) $ (9,798 ) $ (46,410 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,012 1,991 1,981 Effect of deferred compensation plan shares 158 212 — Effect of contingently issuable shares 39 — — Weighted average common shares outstanding – diluted 2,209 2,203 1,981 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (1.19 ) $ (0.60 ) $ (23.43 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (2.56 ) $ (4.45 ) $ (23.43 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2016 2015 2014 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford LLC $ (4 ) $ (2 ) $ (24 ) Total $ (4 ) $ (2 ) $ (24 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 1 3 5 Effect of assumed exercise of stock options — 1 — Effect of assumed conversion of Ashford LLC units 4 5 5 Total 5 9 10 |
Selected Financial Quarterly 34
Selected Financial Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of the quarterly results of operations | The following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2016 Total revenue $ 13,409 $ 18,152 $ 16,538 $ 19,508 $ 67,607 Total operating expenses 13,921 20,344 16,673 19,126 70,064 Operating income (loss) $ (512 ) $ (2,192 ) $ (135 ) $ 382 $ (2,457 ) Net income (loss) $ (8,398 ) $ (1,279 ) $ (1,092 ) $ (1,634 ) $ (12,403 ) Net income (loss) attributable to the Company $ (1,732 ) $ (1,106 ) $ (285 ) $ 727 $ (2,396 ) Diluted income (loss) attributable to common stockholders per share $ (1.51 ) $ (0.71 ) $ (0.49 ) $ (0.25 ) $ (2.56 ) Weighted average diluted common shares 2,218 2,048 2,262 2,267 2,209 First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2015 Total revenue $ 13,118 $ 14,489 $ 14,496 $ 16,878 $ 58,981 Total operating expenses 21,752 10,629 13,219 14,732 60,332 Operating income (loss) $ (8,634 ) $ 3,860 $ 1,277 $ 2,146 $ (1,351 ) Net income (loss) $ (8,813 ) $ 768 $ (9,154 ) $ 5,155 $ (12,044 ) Net income (loss) attributable to the Company $ (7,834 ) $ 3,914 $ 54 $ 2,676 $ (1,190 ) Diluted income (loss) attributable to common stockholders per share $ (3.95 ) $ (1.26 ) $ (2.26 ) $ 0.23 $ (4.45 ) Weighted average diluted common shares 1,982 2,197 2,202 2,218 2,203 |
Organization and Description 35
Organization and Description of Business (Details) shares in Thousands, $ in Millions | Mar. 08, 2016USD ($) | Dec. 31, 2016shares | Dec. 31, 2015USD ($) | Nov. 12, 2014 |
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 | |||
Noncontrolling ownership interest | 0.20% | 0.20% | ||
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% | |||
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 (in shares) | shares | 598 | |||
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 | 100.00% | |||
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% | |||
OpenKey [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling ownership interest | 13.63% | |||
Minimum [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Investment management fee percent | 1.50% | |||
Minimum [Member] | AIM GP [Member] | AQUA Fund [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] | AQUA Fund [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Performance allocation percentage | 20.00% | |||
Variable Interest Entity, Primary Beneficiary [Member] | OpenKey [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Note receivable | $ 3 | |||
Noncontrolling ownership interest | 49.28% | 100.00% | ||
Redemption of noncontrolling interest | $ 2 |
Significant Accounting Polici36
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | Mar. 08, 2016 | May 31, 2015 | |
Noncontrolling Interest [Line Items] | ||||||
Assets | $ 129,797,000 | $ 166,991,000 | ||||
Liabilities | $ 38,168,000 | $ 30,115,000 | ||||
Noncontrolling ownership interest | 0.20% | 0.20% | ||||
Accounts payable and accrued expenses | $ 11,601,000 | $ 10,832,000 | ||||
Advertising costs | $ 0 | 0 | $ 58,000 | |||
Deferral of compensation percentage maximum | 100.00% | |||||
Cost method investment | $ 500,000 | 500,000 | ||||
Unrealized gain (loss) on investment in unconsolidated entity | 2,141,000 | (2,141,000) | 0 | |||
Realized gain (loss) on investment in unconsolidated entity | (3,601,000) | 0 | $ 0 | |||
Impairment of cost method investments | $ 0 | 0 | ||||
Net Asset Value Investment 1 [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
NAV investments | 2,800,000 | $ 0 | $ 5,000,000 | |||
NAV ownership percentage | 2.00% | |||||
NAV redemption amount | $ 1,400,000 | |||||
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] | ||||||
Advisory services, quarterly base fee | 0.50% | |||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000,000 | |||||
Minimum [Member] | Furniture, fixtures and equipment | ||||||
Noncontrolling Interest [Line Items] | ||||||
Property, plant and equipment, useful life | 5 years | |||||
Minimum [Member] | Software [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Property, plant and equipment, useful life | 3 years | |||||
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 | |||||
Withholding tax percent | 30.00% | |||||
Maximum [Member] | Furniture, fixtures and equipment | ||||||
Noncontrolling Interest [Line Items] | ||||||
Property, plant and equipment, useful life | 7 years 6 months | |||||
Maximum [Member] | Software [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Property, plant and equipment, useful life | 5 years | |||||
OpenKey [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling ownership interest | 13.63% | |||||
Performance Holdco Investment [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling ownership interest | 40.00% | |||||
AQUA Fund [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Assets | $ 52,800,000 | 108,100,000 | ||||
Liabilities | $ 93,000 | $ 1,100,000 | ||||
Noncontrolling ownership interest | 100.00% | 100.00% | ||||
AIM [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling ownership interest | 40.00% | |||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
VIE asset carrying amount | $ 960,000 | $ 653,000 | ||||
Accounts payable and accrued expenses | $ 256,000 | $ 177,000 | ||||
Variable Interest Entity, Primary Beneficiary [Member] | OpenKey [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 46.31% | |||||
Noncontrolling ownership interest | 100.00% | 49.28% | ||||
Note receivable | $ 3,000,000 |
Furniture, Fixtures and Equip37
Furniture, Fixtures and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 14,211 | $ 7,766 | |
Accumulated depreciation | (2,167) | (1,216) | |
Furniture, fixtures and equipment, net | 12,044 | 6,550 | |
Depreciation | 1,174 | 799 | $ 359 |
Computer software with not yet amortized | 5,500 | 3,100 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 6,549 | 2,529 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 537 | 536 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 7,125 | $ 4,701 |
Derivative Contracts (Details)
Derivative Contracts (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)derivative_instrument | Dec. 31, 2015USD ($)derivative_instrument | Dec. 31, 2014USD ($) | |
Not Designated as Hedging Instrument [Member] | Eurodollar Future [Member] | |||
Derivative [Line Items] | |||
Cost of options | $ 94,000 | $ 595,000 | $ 0 |
AQUA Fund [Member] | Long [Member] | |||
Derivative [Line Items] | |||
Open option contracts | derivative_instrument | 8,000 | 41,000 | |
Derivative, notional amount | $ 0 | $ 6,000,000 | |
AQUA Fund [Member] | Short [Member] | |||
Derivative [Line Items] | |||
Open option contracts | derivative_instrument | 0 | 27,000 | |
Derivative, notional amount | $ 114,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets | |||
Investments in securities, fair value | $ 91 | $ 81,072 | |
Liabilities | |||
Liabilities associated with investments in securities | 0 | (983) | |
Deferred compensation plan liabilitiy | (9,078) | (11,205) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | (7,830) | (18,979) | $ 0 |
Liabilities, gain (loss) recognized in income | 2,170 | 19,987 | (8,495) |
Unrealized gain (loss) on investments | 2,326 | (2,490) | 0 |
Realized gain (loss) on investments | (10,113) | (5,110) | 0 |
Deferred compensation plan | 2,100 | 8,600 | (8,500) |
Gain (loss) included in income | (5,660) | 1,008 | (8,495) |
Effect of deferred compensation plan | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Deferred compensation plan | 2,127 | 8,608 | (8,495) |
Put Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | (2,829) | (7,218) | 0 |
Put Option [Member] | Short [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Liabilities, gain (loss) recognized in income | 2,147 | 7,139 | 0 |
Call Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | 1,961 | (680) | 0 |
Call Option [Member] | Short [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Liabilities, gain (loss) recognized in income | (1,944) | 4,144 | 0 |
Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | (228) | (275) | 0 |
American Depositary Receipts [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | 0 | 89 | 0 |
Liabilities, gain (loss) recognized in income | 0 | (300) | 0 |
Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | (7,213) | (10,564) | 0 |
Liabilities, gain (loss) recognized in income | (160) | 396 | 0 |
US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | 479 | (331) | $ 0 |
Fair Value, Measurements, Recurring [Member] | |||
Assets | |||
Investments in securities, fair value | 91 | 81,072 | |
Liabilities | |||
Deferred compensation plan liabilitiy | (9,078) | (11,205) | |
Fair value of liabilities | 9,078 | 12,188 | |
Net asset, fair value | (8,987) | 68,884 | |
Fair Value, Measurements, Recurring [Member] | Put Option [Member] | |||
Assets | |||
Investments in securities, fair value | 1,190 | ||
Fair Value, Measurements, Recurring [Member] | Put Option [Member] | Short [Member] | |||
Liabilities | |||
Liabilities associated with investments in securities | (447) | ||
Fair Value, Measurements, Recurring [Member] | Call Option [Member] | |||
Assets | |||
Investments in securities, fair value | 1,498 | ||
Fair Value, Measurements, Recurring [Member] | Call Option [Member] | Short [Member] | |||
Liabilities | |||
Liabilities associated with investments in securities | (536) | ||
Fair Value, Measurements, Recurring [Member] | Future [Member] | |||
Assets | |||
Investments in securities, fair value | 91 | 225 | |
Fair Value, Measurements, Recurring [Member] | Equity Securities [Member] | |||
Assets | |||
Investments in securities, fair value | 44,414 | ||
Fair Value, Measurements, Recurring [Member] | US Treasury Securities [Member] | |||
Assets | |||
Investments in securities, fair value | 33,745 | ||
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | |||
Assets | |||
Investments in securities, fair value | 91 | 80,412 | |
Liabilities | |||
Deferred compensation plan liabilitiy | (9,078) | (11,205) | |
Fair value of liabilities | 9,078 | 12,159 | |
Net asset, fair value | (8,987) | 68,253 | |
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | Put Option [Member] | |||
Assets | |||
Investments in securities, fair value | 536 | ||
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | Put Option [Member] | Short [Member] | |||
Liabilities | |||
Liabilities associated with investments in securities | (447) | ||
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | Call Option [Member] | |||
Assets | |||
Investments in securities, fair value | 1,492 | ||
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | Call Option [Member] | Short [Member] | |||
Liabilities | |||
Liabilities associated with investments in securities | (507) | ||
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | Future [Member] | |||
Assets | |||
Investments in securities, fair value | 91 | 225 | |
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | Equity Securities [Member] | |||
Assets | |||
Investments in securities, fair value | 44,414 | ||
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | US Treasury Securities [Member] | |||
Assets | |||
Investments in securities, fair value | 33,745 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | |||
Assets | |||
Investments in securities, fair value | 0 | 660 | |
Liabilities | |||
Deferred compensation plan liabilitiy | 0 | 0 | |
Fair value of liabilities | 0 | 29 | |
Net asset, fair value | 0 | 631 | |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Put Option [Member] | |||
Assets | |||
Investments in securities, fair value | 654 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Put Option [Member] | Short [Member] | |||
Liabilities | |||
Liabilities associated with investments in securities | 0 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Call Option [Member] | |||
Assets | |||
Investments in securities, fair value | 6 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Call Option [Member] | Short [Member] | |||
Liabilities | |||
Liabilities associated with investments in securities | (29) | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Future [Member] | |||
Assets | |||
Investments in securities, fair value | $ 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Equity Securities [Member] | |||
Assets | |||
Investments in securities, fair value | 0 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | US Treasury Securities [Member] | |||
Assets | |||
Investments in securities, fair value | $ 0 |
Summary of Fair Value of Fina40
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Financial assets measured at fair value: | ||||
Investments in securities, Carrying value | $ 91 | $ 81,072 | ||
Investments in securities, Fair value | 91 | 81,072 | ||
Financial liabilities measured at fair value: | ||||
Liabilities associated with investments in securities, Carrying value | 0 | 983 | ||
Liabilities associated with investments in securities, Fair value | 0 | 983 | ||
Deferred compensation plan, Carrying value | 9,078 | 11,205 | ||
Deferred compensation plan, Fair value | 9,078 | 11,205 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 84,091 | 50,272 | $ 29,597 | $ 600 |
Cash and cash equivalents, Fair value | 84,091 | 50,272 | ||
Restricted Cash, Carrying Value | 9,752 | 5,684 | ||
Restricted cash, Fair value | 9,752 | 5,684 | ||
Receivables, Carrying value | 16 | 250 | ||
Receivables, Fair value | 16 | 250 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 11,601 | 10,832 | ||
Accounts payable and accrued expenses, Fair value | 11,601 | 10,832 | ||
Other liabilities, Carrying value | 9,752 | 5,684 | ||
Other liabilities, Fair value | $ 9,752 | 5,684 | ||
Maximum [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Maximum maturity period of financial assets | 90 days | |||
Affiliated Entity [Member] | ||||
Financial liabilities not measured at fair value: | ||||
Due to affiliates, Carrying value | $ 933 | 782 | ||
Due to affiliates, Fair value | 933 | 782 | ||
Affiliated Entity [Member] | Ashford Trust OP [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | 12,179 | 5,856 | ||
Due from related parties, Fair Value | 12,179 | 5,856 | ||
Affiliated Entity [Member] | Ashford Prime OP [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | 3,817 | 3,821 | ||
Due from related parties, Fair Value | 3,817 | 3,821 | ||
Financial liabilities not measured at fair value: | ||||
Due to affiliates, Carrying value | 2,289 | 0 | ||
Due to affiliates, Fair value | $ 2,289 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | Nov. 16, 2016shares |
Jesse Small v. Monty J. Bennett, et al., Case No. 24-C-16006020 (Md. Cir. Ct.) [Member] | |
Loss Contingencies [Line Items] | |
Number of shares mentioned in case | 175,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory income tax rate of 35% | $ 4,068 | $ 3,492 | $ 3,606 |
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State income tax expense, net of federal income tax benefit | $ (180) | $ (54) | $ (74) |
Income passed through to common unit holders and noncontrolling interests | (3,503) | (3,799) | (90) |
Permanent differences | (1,410) | (3,293) | (712) |
Valuation allowance | (407) | 1,563 | (3,513) |
Benefit of flow through entity tax election | 518 | 0 | 0 |
Other | 134 | 25 | 0 |
Total income tax (expense) benefit | $ (780) | $ (2,066) | $ (783) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (2,578) | $ (5,958) | $ (696) |
State | (277) | (350) | (87) |
Total current | (2,855) | (6,308) | (783) |
Deferred: | |||
Federal | 2,023 | 4,140 | 0 |
State | 52 | 102 | 0 |
Total deferred | 2,075 | 4,242 | 0 |
Total income tax (expense) benefit | $ (780) | $ (2,066) | $ (783) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||||
Prepaid expenses | $ (386) | $ (380) | ||
Capitalized acquisition costs | 2,187 | 1,644 | ||
Tax investment in securities greater than book basis | 40 | 62 | ||
Tax investment in securities greater than book basis | 2 | 508 | ||
Deferred compensation | 3,258 | 4,018 | ||
Accrued expenses | 3,114 | 2,704 | ||
Equity-based compensation | 3,940 | 2,072 | ||
Deferred tax asset | (392) | (191) | ||
Deferred Tax Assets, Operating Loss Carryforwards | 323 | 0 | ||
Deferred tax asset | 12,086 | 10,437 | ||
Valuation allowance | (6,084) | (6,195) | $ (7,524) | $ 0 |
Net deferred tax asset | $ 6,002 | $ 4,242 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summarizes the changes in the valuation allowance | |||
Balance at beginning of year | $ 6,195 | $ 7,524 | $ 0 |
Additions | 0 | 0 | 7,524 |
Deductions | (111) | (1,329) | 0 |
Balance at end of year | $ 6,084 | $ 6,195 | $ 7,524 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||
Income tax interest and penalties expense | $ 2 | $ 1 | $ 0 | ||
Net book income (loss) before income taxes | $ (10,300) | ||||
Valuation allowance | $ (7,524) | (6,084) | (6,195) | (7,524) | $ 0 |
Deferred tax benefit | $ 2,075 | $ 4,242 | $ 0 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | Nov. 27, 2014shares | Dec. 31, 2016USD ($)vote$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Mar. 08, 2016 |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Fraction of preferred share (in shares) | 0.001 | ||||
Price per fraction of preferred share (in dollars per share) | $ / shares | $ 275 | ||||
Preferred stock right, redemption price per right (in dollars per share) | $ / shares | $ 0.001 | ||||
Noncontrolling ownership interest | 0.20% | 0.20% | |||
Noncontrolling interests in consolidated entities | $ | $ 52,772 | $ 104,471 | |||
(Income) loss from consolidated entities attributable to noncontrolling interests | $ | $ 8,860 | $ 10,852 | $ 647 | ||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | |||
Dividend multiplier | 1,000 | ||||
Number of votes | vote | 1,000 | ||||
Series A, shares outstanding (in shares) | 0 | 0 | |||
Rights [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred share dividend (in shares) | 1 | ||||
AIM [Member] | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest | 40.00% | ||||
OpenKey [Member] | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest | 13.63% | ||||
OpenKey [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest | 100.00% | 49.28% | |||
AQUA Fund [Member] | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest | 100.00% | 100.00% | |||
Performance Holdco Investment [Member] | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest | 40.00% |
Redeemable Noncontrolling Int48
Redeemable Noncontrolling Interests in Ashford LLC (Details) $ in Thousands | Mar. 08, 2016USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Nov. 12, 2014 | Dec. 31, 2013shares |
Redeemable Noncontrolling Interest [Line Items] | ||||||
Term of redemption | 1 year | |||||
Conversion ratio, unit to common share (in shares) | shares | 1 | |||||
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 (in shares) | shares | 356,000 | |||||
Redeemable noncontrolling interests in Ashford LLC | $ 179 | $ 240 | ||||
Noncontrolling ownership interest | 0.20% | 0.20% | ||||
Redemption value adjustment | $ 134 | $ 188 | ||||
Net (income) loss attributable to redeemable noncontrolling interests in Ashford LLC | 4 | 2 | $ 24 | |||
Redeemable noncontrolling interests in subsidiary common stock | 1,301 | |||||
Redemption value adjustment | (936) | 182 | (369) | |||
Net (income) loss attributable to redeemable noncontrolling interests in subsidiary common stock | $ 1,143 | $ 0 | $ 0 | |||
Activity of Member Interest | ||||||
Units outstanding at beginning of year (in shares) | shares | 5,000 | 5,000 | 0 | |||
Units issued in connection with spin-off (in shares) | shares | 0 | 0 | 361,000 | |||
Units redeemed for cash (in shares) | shares | (1,000) | 0 | 0 | |||
Units converted to common shares (in shares) | shares | 0 | 0 | (356,000) | |||
Units outstanding at end of year (in shares) | shares | 4,000 | 5,000 | 5,000 | |||
Units convertible/redeemable at end of year (in shares) | shares | 4,000 | 5,000 | 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 | |||||
Ashford LLC [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Special distribution, conversion ratio, shares of Trust common units converted to one share of Inc. common stock | 55 | |||||
OpenKey [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Noncontrolling ownership interest | 13.63% | |||||
Redeemable Noncontrolling Interests in Ashford LLC | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Redemption value adjustment | $ (182) | $ 369 | ||||
Redemption of noncontrolling interest | $ 18 | |||||
Redemption value adjustment | (39) | |||||
Redeemable Noncontrolling Interest in Subsidiary Common Stock | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interests in subsidiary common stock | $ 0 | |||||
Redemption value adjustment | $ 975 | |||||
Variable Interest Entity, Primary Beneficiary [Member] | OpenKey [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 46.31% | |||||
Noncontrolling ownership interest | 49.28% | 100.00% | ||||
Ownership percentage | 38.49% | |||||
Redemption of noncontrolling interest | $ 2,000 | |||||
OpenKey [Member] | Ashford Trust [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Noncontrolling ownership interest | 12.23% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 23,816 | $ 21,920 | $ 23,610 | |
Restricted Stock, Weighted Average Price Per Share at Grant | ||||
Unrecognized compensation expense, stock options | 9,500 | |||
Affiliated Entity [Member] | General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 10 | 10 | 4 | |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 5,884 | $ 3,856 | 212 | |
Options granted fair value | $ 7,800 | $ 11,600 | ||
Vesting period | 3 years | |||
Expiration period | 10 years | |||
Weighted average assumptions used: | ||||
Weighted-average grant date fair value (in dollars per share) | $ 22.91 | $ 38.56 | ||
Expected volatility | 50.00% | 46.30% | ||
Expected term | 6 years 6 months | 5 years 8 months 12 days | ||
Risk-free interest rate | 1.50% | 1.70% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Options | ||||
Outstanding, beginning balance (in shares) | 300,000 | 300,000 | 0 | |
Granted (in shares) | 340,000 | 0 | 300,000 | |
Exercised (in shares) | 0 | 0 | 0 | |
Forfeited, canceled or expired (in shares) | (1,000) | 0 | 0 | |
Outstanding, ending balance (in shares) | 639,000 | 300,000 | 300,000 | |
Options, Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in shares) | $ 85.97 | $ 85.97 | $ 0 | |
Granted (in dollars per share) | 45.59 | 0 | 85.97 | |
Exercised (in dollars per share) | 0 | 0 | 0 | |
Forfeited, canceled or expired (in dollars per share) | 45.59 | 0 | 0 | |
Outstanding, ending balance (in shares) | $ 64.55 | $ 85.97 | $ 85.97 | |
Options, Additional Disclosures | ||||
Exercisable at end of period (in shares) | 0 | |||
Exercisable at end of period (in dollars per share) | $ 0 | |||
Outstanding, Weighted Average Contractual Term | 9 years 1 month 6 days | 6 years 11 months 12 days | 7 years 11 months 12 days | |
Granted, Weighted Average Remaining Contractual Term | 10 years | 0 years | 8 years | |
Exercised, Weighted Average Remaining Contractual Term | 0 years | 0 years | 0 years | |
Forfeited, canceled, or expired, Weighted Average Remaining Contractual Term | 0 years | 0 years | 0 years | |
Exercisable, Weighted Average Contractual Term | 0 years | |||
Outstanding, begging balance, Aggregate Intrinsic Value of In-the Money Options | $ 0 | $ 2,400 | $ 0 | |
Granted, Aggregate Intrinsic Value of In-the Money Options | 0 | 0 | 0 | |
Exercised, Aggregate Intrinsic Value of In-the Money Options | 0 | 0 | 0 | |
Forfeited, canceled, or expired, Aggregate Intrinsic Value of In-the Money Options | 0 | 0 | 0 | |
Outstanding, ending balance, Aggregate Intrinsic Value of In-the Money Options | 0 | 0 | 2,400 | |
Exercisable at end of period, Aggregate Intrinsic Value of In-the Money Options | $ 0 | |||
Restricted Stock, Weighted Average Price Per Share at Grant | ||||
Period for recognition | 1 year 7 months 20 days | |||
Employee Stock Option [Member] | OpenKey [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 61 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 250 | $ 250 | $ 250 | |
Restricted Shares | ||||
Outstanding at beginning of year (in shares) | 3,000 | 5,000 | 0 | |
Restricted shares granted (in shares) | 5,000 | 3,000 | 4,000 | |
Restricted shares issued in connection with spin-off (in shares) | 0 | 0 | 5,000 | |
Restricted shares vested (in shares) | (7,000) | (5,000) | (4,000) | |
Restricted shares forfeited (in shares) | 0 | 0 | 0 | |
Outstanding at end of year (in shares) | 1,000 | 3,000 | 5,000 | |
Restricted Stock, Weighted Average Price Per Share at Grant | ||||
Outstanding at beginning of year (in dollars per share) | $ 56.20 | $ 56.20 | $ 0 | |
Restricted shares granted (in dollars per share) | 45.09 | 93.92 | 56.20 | |
Restricted shares issued in connection with spin-off (in dollars per share) | 0 | 0 | 56.20 | |
Restricted shares vested (in dollars per share) | 47.48 | 75.42 | 56.20 | |
Restricted shares forfeited (in dollars per share) | 0 | 0 | 0 | |
Outstanding at end of year (in dollars per share) | $ 56.20 | $ 56.20 | $ 56.20 | |
Period for recognition | 3 months 23 days | |||
Restricted stock fair value | $ 5,700 | |||
Unrecognized compensation expense, other than options | 689 | |||
Intrinsic value of outstanding restricted shares | 3,400 | |||
Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 11,573 | $ 15,609 | $ 21,505 | |
2014 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized to grant (in shares) | 685,828 | |||
Shares available for future issuance (in shares) | 34,049 | |||
Automatic yearly increase of authorized shares | 15.00% | |||
2014 Incentive Plan [Member] | Subsequent Event [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance (in shares) | 430,482 | |||
Pre-Spin Equity Grants [Member] | Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 5,439 | 11,503 | 2,423 | |
Pre-Spin Equity Based Compensation [Member] | Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 0 | 0 | 18,620 | |
REIT Equity Based Compensation [Member] | Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 12,243 | $ 6,311 | $ 2,105 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | Jan. 15, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Deferral of compensation percentage maximum | 100.00% | |||
Deferred compensation plan, Carrying value | $ 9,078,000 | $ 11,205,000 | ||
Unrealized gain (loss) on deferred compensation plan | $ (2,100,000) | $ (8,600,000) | $ 8,500,000 | |
Deferred compensation plan distribution (in shares) | 0 | 1,860 | ||
Deferred compensation plan, fair value of shares issued | $ 142,000 | |||
Dividends associated with deferred compensation plan | 567,000 | |||
Incentive awards program, payment period after measurement | 45 days | |||
Incentive distribution | $ 73,000 | 0 | ||
Accrued expenses | 287,000 | 385,000 | ||
Salaries and benefits expense (income) | (25,000) | 385,000 | ||
Minimum [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Incentive awards program, return multiplier | 100.00% | |||
Maximum [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Incentive awards program, return multiplier | 300.00% | |||
Deferred Compensation Plan | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Dividends associated with deferred compensation plan | $ 0 | 0 | 567,000 | |
401(k) Plan [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Employee's qualified age | 21 years | |||
Employee period of service | 1 year | |||
Minimum hours worked to participate in plan | 1000 hours | |||
Percentage of Company contributions | 50.00% | |||
Percentage of Employee's contributions | 6.00% | |||
Company contribution vesting percentage per year | 25.00% | |||
Matching expenses incurred | $ 341,000 | 222,000 | 293,000 | |
Employee Savings and Incentive Plan (ESIP) [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Minimum hours worked to participate in plan | 25 hours | |||
Percentage of Company contributions | 25.00% | |||
Percentage of Employee's contributions | 10.00% | |||
Company contribution vesting percentage per year | 25.00% | |||
Matching expenses incurred | $ 3,000 | $ 24,000 | $ 14,000 | |
Defined contribution plan employee compensation contribution maximum | 100.00% | |||
Salaries and Benefits [Member] | Employee Savings and Incentive Plan (ESIP) [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Expense allocation percent | 100.00% |
Related Party Transactions (Det
Related Party Transactions (Details) | Sep. 17, 2015USD ($)shares | Jun. 11, 2015USD ($)acquisitionroomshares | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Sep. 14, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | $ 67,228,000 | $ 58,546,000 | $ 17,144,000 | |||||||||||
Other | 379,000 | 435,000 | 144,000 | |||||||||||
Allocated stock-based compensation expense | 23,816,000 | 21,920,000 | 23,610,000 | |||||||||||
Contributions from owner | $ 0 | $ 0 | 56,553,000 | |||||||||||
Key money | $ 6,000,000 | |||||||||||||
Number of businesses acquired | acquisition | 2 | |||||||||||||
Fair value of consideration | $ 330,700,000 | |||||||||||||
Noncontrolling ownership interest | 0.20% | 0.20% | 0.20% | 0.20% | ||||||||||
Contractual specified termination fee and expenses | $ 6,700,000 | |||||||||||||
Revenues | $ 19,508,000 | $ 16,538,000 | $ 18,152,000 | $ 13,409,000 | $ 16,878,000 | $ 14,496,000 | $ 14,489,000 | $ 13,118,000 | 67,607,000 | $ 58,981,000 | 17,288,000 | |||
Lease Revenue [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Other | $ 335,000 | 99,000 | ||||||||||||
Ashford Trust, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Key money | $ 4,000,000 | |||||||||||||
Ashford Trust OP [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Gross asset value multiplier | 0.70% | 0.70% | ||||||||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | ||||||||||||
Advisory services | $ 50,992,000 | 43,170,000 | 4,548,000 | |||||||||||
Revenues | 50,996,000 | 43,365,000 | 4,692,000 | |||||||||||
Ashford Trust OP [Member] | 2016 Incentive Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 1,800,000 | |||||||||||||
Ashford Trust OP [Member] | Base Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 34,700,000 | 33,833,000 | 3,999,000 | |||||||||||
Ashford Trust OP [Member] | Reimbursable Expenses [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 6,054,000 | 6,617,000 | 549,000 | |||||||||||
Ashford Trust OP [Member] | Equity-Based Compensation [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 8,429,000 | 2,720,000 | 0 | |||||||||||
Ashford Trust OP [Member] | Incentive Management Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 1,809,000 | 0 | 0 | |||||||||||
Ashford Trust OP [Member] | Non-Advisory Expense Reimbursements [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Other | 0 | 195,000 | 144,000 | |||||||||||
Ashford Trust OP [Member] | Other Services Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Other | $ 4,000 | 0 | 0 | |||||||||||
Ashford Prime, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Key money | $ 2,000,000 | $ 1,600,000 | ||||||||||||
Issuance of common stock (in shares) | shares | 19,897 | |||||||||||||
Acquisition of hotel property | $ 85,000,000 | |||||||||||||
Ashford Advisors, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Dividend rate | 6.625% | |||||||||||||
Noncontrolling ownership interest | 29.40% | |||||||||||||
Ashford Prime OP [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | ||||||||||||
Advisory services | $ 16,236,000 | 15,376,000 | 12,596,000 | |||||||||||
Other | 335,000 | 99,000 | 0 | |||||||||||
Revenues | 16,571,000 | 15,475,000 | 12,596,000 | |||||||||||
Ashford Prime OP [Member] | 2016 Incentive Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 0 | |||||||||||||
Ashford Prime OP [Member] | 2015 Incentive Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 1,300,000 | |||||||||||||
Ashford Prime OP [Member] | Base Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 8,343,000 | 8,648,000 | 8,739,000 | |||||||||||
Ashford Prime OP [Member] | Reimbursable Expenses [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 2,805,000 | 1,863,000 | 1,752,000 | |||||||||||
Ashford Prime OP [Member] | Equity-Based Compensation [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 3,814,000 | 3,591,000 | 2,105,000 | |||||||||||
Ashford Prime OP [Member] | Incentive Management Fee [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services | 1,274,000 | 1,274,000 | 0 | |||||||||||
Remington [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Reimbursements | 5,700,000 | 4,500,000 | $ 2,000,000 | |||||||||||
Affiliated Entity [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to affiliates | $ 933,000 | 782,000 | $ 933,000 | $ 782,000 | ||||||||||
Minimum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services, quarterly base fee | 0.50% | 0.50% | ||||||||||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000,000 | $ 6,000,000,000 | ||||||||||||
Minimum [Member] | Ashford Trust OP [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services, quarterly base fee | 0.50% | 0.50% | ||||||||||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000,000 | $ 6,000,000,000 | ||||||||||||
Maximum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | ||||||||||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000,000 | $ 10,000,000,000 | ||||||||||||
Maximum [Member] | Ashford Trust OP [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory services, quarterly base fee | 0.70% | 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 | 206,000 | |||||||||||||
Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock (in shares) | shares | 20,000 | 1,987,000 | ||||||||||||
Common Stock | Ashford Prime, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Key money | $ 1,800,000 | |||||||||||||
Initial Value Assigned Basis Term | 10 days | |||||||||||||
Le Pavillon Hotel [Member] | Ashford Trust, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Acquisition of hotel property | $ 62,500,000 | |||||||||||||
Number of units in real estate | room | 226 | |||||||||||||
Remington Sellers [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Maximum limitation term | 4 years | |||||||||||||
Right to recall term | 10 years | |||||||||||||
Right to call preferred term | 5 years | |||||||||||||
Noncontrolling ownership interest | 25.00% | |||||||||||||
Remington [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Voting interests acquired | 80.00% | |||||||||||||
Consideration transferred | $ 331,700,000 | |||||||||||||
Noncontrolling ownership interest | 20.00% | |||||||||||||
Bardessono Hotel and Spa [Member] | Ashford Trust, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of units in real estate | room | 62 | |||||||||||||
Other Debt Obligations [Member] | Remington [Member] | Ashford Advisors, Inc. [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] | Ashford Advisors, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | shares | 9,200,000 | |||||||||||||
Value of equity interest | $ 230,000,000 | |||||||||||||
Common Class B [Member] | Remington [Member] | Ashford Advisors, Inc. [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Business acquisition, number of shares issued | shares | 916,500 | |||||||||||||
Value of equity interest | $ 91,700,000 | |||||||||||||
General and Administrative Expense [Member] | Affiliated Entity [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Allocated stock-based compensation expense | 10,000 | $ 10,000 | $ 4,000 | |||||||||||
AQUA Fund [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Limited Partners' Capital Account | 52,500,000 | 106,100,000 | 52,500,000 | 106,100,000 | ||||||||||
Ashford Trust OP [Member] | Affiliated Entity [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due from related parties | 12,179,000 | 5,856,000 | 12,179,000 | 5,856,000 | ||||||||||
Ashford Prime OP [Member] | Affiliated Entity [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due from related parties | 3,817,000 | 3,821,000 | 3,817,000 | 3,821,000 | ||||||||||
Due to affiliates | $ 2,289,000 | $ 0 | $ 2,289,000 | $ 0 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income (loss) attributable to the Company | $ 727 | $ (285) | $ (1,106) | $ (1,732) | $ 2,676 | $ 54 | $ 3,914 | $ (7,834) | $ (2,396) | $ (1,190) | $ (46,410) |
Undistributed net income (loss) allocated to common stockholders | (2,396) | (1,190) | (46,410) | ||||||||
Distributed and undistributed net income (loss) - basic | (2,396) | (1,190) | (46,410) | ||||||||
Distributed and undistributed net loss - diluted | $ (5,666) | $ (9,798) | $ (46,410) | ||||||||
Weighted average common shares outstanding – basic (in shares) | 2,012 | 1,991 | 1,981 | ||||||||
Effect of deferred compensation plan shares (in shares) | 158 | 212 | 0 | ||||||||
Effect of contingently issuable shares (in shares) | 39 | 0 | 0 | ||||||||
Weighted average common shares outstanding – diluted (in shares) | 2,267 | 2,262 | 2,048 | 2,218 | 2,218 | 2,202 | 2,197 | 1,982 | 2,209 | 2,203 | 1,981 |
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.19) | $ (0.60) | $ (23.43) | ||||||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.25) | $ (0.49) | $ (0.71) | $ (1.51) | $ 0.23 | $ (2.26) | $ (1.26) | $ (3.95) | $ (2.56) | $ (4.45) | $ (23.43) |
Net income (loss) allocated to common stockholders is not adjusted for: | $ (4) | $ (2) | $ (24) | ||||||||
Weighted average diluted shares are not adjusted for: | 5 | 9 | 10 | ||||||||
Effect of deferred compensation plan | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Effect of dilutive securities | $ (2,127) | $ (8,608) | $ 0 | ||||||||
Effect of contingently issuable shares | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Effect of dilutive securities | $ (1,143) | $ 0 | $ 0 | ||||||||
Effect of unvested restricted shares | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Weighted average diluted shares are not adjusted for: | 1 | 3 | 5 | ||||||||
Effect of assumed exercise of stock options | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Weighted average diluted shares are not adjusted for: | 0 | 1 | 0 | ||||||||
Effect of assumed conversion of Ashford LLC units | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income (loss) allocated to common stockholders is not adjusted for: | $ (4) | $ (2) | $ (24) | ||||||||
Weighted average diluted shares are not adjusted for: | 4 | 5 | 5 | ||||||||
Accumulated Deficit | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income (loss) attributable to the Company | $ (2,396) | $ (1,190) | $ (46,410) |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Concentration of Risk (Details)
Concentration of Risk (Details) | Dec. 31, 2016institution |
Cash and Cash Equivalents [Member] | Credit Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Number of financial institutions | 1 |
Selected Financial Quarterly 55
Selected Financial Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 19,508 | $ 16,538 | $ 18,152 | $ 13,409 | $ 16,878 | $ 14,496 | $ 14,489 | $ 13,118 | $ 67,607 | $ 58,981 | $ 17,288 |
Total operating expenses | 19,126 | 16,673 | 20,344 | 13,921 | 14,732 | 13,219 | 10,629 | 21,752 | 70,064 | 60,332 | 63,586 |
OPERATING INCOME (LOSS) | 382 | (135) | (2,192) | (512) | 2,146 | 1,277 | 3,860 | (8,634) | (2,457) | (1,351) | (46,298) |
Net income (loss) | (1,634) | (1,092) | (1,279) | (8,398) | 5,155 | (9,154) | 768 | (8,813) | (12,403) | (12,044) | (47,081) |
Net income (loss) attributable to the Company | $ 727 | $ (285) | $ (1,106) | $ (1,732) | $ 2,676 | $ 54 | $ 3,914 | $ (7,834) | $ (2,396) | $ (1,190) | $ (46,410) |
Diluted income (loss) attributable to common stockholders per share (in dollars per share) | $ (0.25) | $ (0.49) | $ (0.71) | $ (1.51) | $ 0.23 | $ (2.26) | $ (1.26) | $ (3.95) | $ (2.56) | $ (4.45) | $ (23.43) |
Weighted average diluted common shares (in shares) | 2,267 | 2,262 | 2,048 | 2,218 | 2,218 | 2,202 | 2,197 | 1,982 | 2,209 | 2,203 | 1,981 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Mar. 03, 2017USD ($) | Feb. 21, 2017USD ($)director$ / sharesshares | Jan. 24, 2017USD ($)term | Mar. 07, 2017 |
Subsequent Event [Line Items] | ||||
Advisory agreement, amount due upon approval | $ 5,000,000 | |||
Advisory agreement, asset multiplier | 110.00% | |||
Advisory agreement, growth covenant, base amount | $ 45,000,000 | |||
Advisory agreement, growth covenant, percent of purchase price of each hotel | 3.75% | |||
Advisory agreement, growth covenant, minimum net worth | $ 390,000,000 | |||
Advisory agreement, growth covenant, equity proceeds from sale of securities | 75.00% | |||
Advisory agreement, number of renewal terms | term | 7 | |||
Advisory agreement, renewal term | 10 years | |||
Advisory agreement, monthly base management fee | 0.70% | |||
OpenKey [Member] | ||||
Subsequent Event [Line Items] | ||||
Investment in consolidated VIE | $ 1,300,000 | |||
AQUA U.S. Fund [Member] | ||||
Subsequent Event [Line Items] | ||||
Audit hold-back percentage | 5.00% | |||
Ashford Trust [Member] | OpenKey [Member] | ||||
Subsequent Event [Line Items] | ||||
Investment in consolidated VIE | $ 650,000 | |||
Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Advisory agreement, percent of termination fee required in escrow | 50.00% | |||
Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Advisory agreement, percent of termination fee required in escrow | 100.00% | |||
FelCor Lodging Trust [Member] | ||||
Subsequent Event [Line Items] | ||||
Operational guarantee term | 1 year | |||
Operational guarantee maximum | $ 18,000,000 | |||
Operational guarantee commencement term after closing | 6 months | |||
Number of directors to join board | director | 1 | |||
Agreement amendment term | 1 year | |||
FelCor Lodging Trust [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Equity interest issuable (in shares) | shares | 100,000 | |||
Strike price (in dollars per share) | $ / shares | $ 100 | |||
Term of warrants | 5 years |