Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 08, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 2,102,518 | ||
Entity Public Float | $ 81,597,925 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 36,480 | $ 84,091 |
Restricted cash | 9,076 | 9,752 |
Investments in securities | 0 | 91 |
Accounts receivable, net | 5,127 | 16 |
Inventories | 1,066 | 0 |
Prepaid expenses and other | 2,913 | 1,305 |
Other assets | 69,746 | 111,251 |
Investments in unconsolidated entities | 500 | 500 |
Furniture, fixtures and equipment, net | 21,154 | 12,044 |
Deferred tax assets | 0 | 6,002 |
Goodwill | 12,947 | 0 |
Intangible assets, net | 9,713 | 0 |
Other assets | 750 | 0 |
Total assets | 114,810 | 129,797 |
Current liabilities: | ||
Accounts payable and accrued expenses | 20,451 | 11,314 |
Deferred income | 459 | 0 |
Deferred compensation plan | 311 | 144 |
Notes payable, net | 1,751 | 0 |
Other liabilities | 9,076 | 9,752 |
Total current liabilities | 36,320 | 24,432 |
Accrued expenses | 78 | 287 |
Deferred income | 13,440 | 4,515 |
Deferred compensation plan | 18,948 | 8,934 |
Notes payable, net | 9,956 | 0 |
Total liabilities | 78,742 | 38,168 |
Commitments and contingencies (note 11) | ||
MEZZANINE EQUITY | ||
Redeemable noncontrolling interests | 5,111 | 1,480 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Series A cumulative preferred stock, no shares issued and outstanding at December 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,093,556 and 2,015,589 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 21 | 20 |
Additional paid-in capital | 249,695 | 237,796 |
Accumulated deficit | (219,396) | (200,439) |
Accumulated other comprehensive income (loss) | (135) | 0 |
Total stockholders’ equity of the Company | 30,185 | 37,377 |
Noncontrolling interests in consolidated entities | 772 | 52,772 |
Total equity | 30,957 | 90,149 |
Total liabilities and equity | 114,810 | 129,797 |
Affiliated Entity [Member] | ||
Current liabilities: | ||
Due to affiliates | 4,272 | 933 |
Affiliated Entity [Member] | Ashford Trust OP [Member] | ||
Current assets: | ||
Due from related parties | 13,346 | 12,179 |
Affiliated Entity [Member] | Ashford Prime OP [Member] | ||
Current assets: | ||
Due from related parties | 1,738 | 3,817 |
Current liabilities: | ||
Due to affiliates | $ 0 | $ 2,289 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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) | 2,093,556 | 2,015,589 |
Common shares, shares outstanding (in shares) | 2,093,556 | 2,015,589 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUE | |||
Advisory services | $ 65,982,000 | $ 67,228,000 | $ 58,546,000 |
Audio visual | 9,186,000 | 0 | 0 |
Other | 6,405,000 | 379,000 | 435,000 |
Total revenue | 81,573,000 | 67,607,000 | 58,981,000 |
EXPENSES | |||
Salaries and benefits | 61,223,000 | 52,436,000 | 41,442,000 |
Cost of revenues for audio visual | 7,757,000 | 0 | 0 |
Depreciation and amortization | 2,527,000 | 1,174,000 | 799,000 |
General and administrative | 17,363,000 | 16,454,000 | 18,091,000 |
Impairment | 1,072,000 | 0 | 0 |
Other | 2,153,000 | 0 | 0 |
Total expenses | 92,095,000 | 70,064,000 | 60,332,000 |
OPERATING INCOME (LOSS) | (10,522,000) | (2,457,000) | (1,351,000) |
Realized gain (loss) on investment in unconsolidated entity | 0 | (3,601,000) | 0 |
Unrealized gain (loss) on investment in unconsolidated entity | 0 | 2,141,000 | (2,141,000) |
Interest expense | (83,000) | 0 | 0 |
Amortization of loan costs | (39,000) | 0 | 0 |
Interest income | 244,000 | 73,000 | 352,000 |
Dividend income | 93,000 | 170,000 | 917,000 |
Unrealized gain (loss) on investments | 203,000 | 2,326,000 | (2,490,000) |
Realized gain (loss) on investments | (294,000) | (10,113,000) | (5,110,000) |
Other income (expense) | (73,000) | (162,000) | (155,000) |
INCOME (LOSS) BEFORE INCOME TAXES | (10,471,000) | (11,623,000) | (9,978,000) |
Income tax (expense) benefit | (9,723,000) | (780,000) | (2,066,000) |
NET INCOME (LOSS) | (20,194,000) | (12,403,000) | (12,044,000) |
(Income) loss from consolidated entities attributable to noncontrolling interests | 358,000 | 8,860,000 | 10,852,000 |
Net (income) loss attributable to redeemable noncontrolling interests | 1,484,000 | 1,147,000 | 2,000 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (18,352,000) | $ (2,396,000) | $ (1,190,000) |
Basic: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (9.04) | $ (1.19) | $ (0.60) |
Weighted average common shares outstanding – basic (in shares) | 2,031 | 2,012 | 1,991 |
Diluted: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (9.59) | $ (2.56) | $ (4.45) |
Weighted average common shares outstanding – diluted (in shares) | 2,067 | 2,209 | 2,203 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME (LOSS) | $ (20,194) | $ (12,403) | $ (12,044) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Foreign currency translation adjustment | (135) | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) | (20,329) | (12,403) | (12,044) |
Comprehensive (income) loss attributable to noncontrolling interests | 358 | 8,860 | 10,852 |
Net (income) loss attributable to redeemable noncontrolling interests | 1,484 | 1,147 | 2 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (18,487) | $ (2,396) | $ (1,190) |
Consolidated Statements of Equi
Consolidated Statements of Equity (Deficit) - USD ($) shares in Thousands | Total | Offshore Fund [Member] | AQUA U.S. Fund [Member] | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests in Consolidated Entities | Noncontrolling Interests in Consolidated EntitiesOffshore Fund [Member] | Noncontrolling Interests in Consolidated EntitiesAQUA U.S. Fund [Member] | Redeemable Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2014 | 1,987 | 0 | ||||||||||
Beginning balance at Dec. 31, 2014 | $ 14,894,000 | $ 20,000 | $ 228,003,000 | $ (213,042,000) | $ 0 | $ 0 | $ (87,000) | $ 424,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Purchase of treasury stock (in shares) | (1) | |||||||||||
Purchase of treasury stock | (77,000) | $ (77,000) | ||||||||||
Forfeitures of restricted shares | (10,000) | $ (10,000) | ||||||||||
Equity-based compensation (in shares) | 3 | |||||||||||
Equity-based compensation | 15,609,000 | 4,105,000 | 11,504,000 | 0 | ||||||||
Issuance of common stock (in shares) | 20 | |||||||||||
Issuance of common stock | 1,363,000 | 1,363,000 | ||||||||||
Excess tax benefit (deficiency) on equity-based compensation | $ 1,096,000 | 1,096,000 | ||||||||||
Deferred compensation plan distribution (in shares) | 2 | 1 | 1 | |||||||||
Distribution from deferred compensation plan | $ 142,000 | 80,000 | $ 62,000 | |||||||||
Employee advances | 69,000 | 69,000 | ||||||||||
Contributions from noncontrolling interests | 115,410,000 | 115,410,000 | ||||||||||
Redemption of noncontrolling interest | 0 | |||||||||||
Redemption value adjustment, year-to-date | 182,000 | 182,000 | (182,000) | |||||||||
Foreign currency translation adjustment | 0 | |||||||||||
Net income (loss) | (12,042,000) | (10,852,000) | (2,000) | |||||||||
Net income (loss) | (1,190,000) | (1,190,000) | ||||||||||
Ending balance (in shares) at Dec. 31, 2015 | 2,011 | 0 | ||||||||||
Ending balance at Dec. 31, 2015 | 136,636,000 | $ 20,000 | 234,716,000 | (202,546,000) | 0 | $ (25,000) | 104,471,000 | 240,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Purchase of treasury stock (in shares) | (1) | |||||||||||
Purchase of treasury stock | (20,000) | $ (20,000) | ||||||||||
Retirement of treasury stock (in shares) | 1 | |||||||||||
Retirement of treasury stock | 0 | (45,000) | $ 45,000 | |||||||||
Equity-based compensation (in shares) | 5 | |||||||||||
Equity-based compensation | 11,573,000 | 6,073,000 | 5,439,000 | 61,000 | ||||||||
Excess tax benefit (deficiency) on equity-based compensation | $ (284,000) | (284,000) | ||||||||||
Deferred compensation plan distribution (in shares) | 0 | |||||||||||
Distribution from deferred compensation plan | $ 0 | |||||||||||
Employee advances | (41,000) | (41,000) | ||||||||||
Contributions from noncontrolling interests | 2,373,000 | 2,373,000 | ||||||||||
Reallocation of carrying value | (1,469,000) | (2,623,000) | 1,154,000 | 1,469,000 | ||||||||
Redemption of noncontrolling interest | $ (179,000) | $ (46,248,000) | $ (179,000) | $ (46,248,000) | (18,000) | |||||||
Redemption value adjustment, year-to-date | (936,000) | (936,000) | 936,000 | |||||||||
Foreign currency translation adjustment | 0 | |||||||||||
Net income (loss) | (11,256,000) | (8,860,000) | (1,147,000) | |||||||||
Net income (loss) | (2,396,000) | (2,396,000) | ||||||||||
Ending balance (in shares) at Dec. 31, 2016 | 2,016 | 0 | ||||||||||
Ending balance at Dec. 31, 2016 | 90,149,000 | $ 20,000 | 237,796,000 | (200,439,000) | 0 | $ 0 | 52,772,000 | 1,480,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Purchase of treasury stock | (24,000) | (24,000) | ||||||||||
Equity-based compensation (in shares) | 4 | |||||||||||
Equity-based compensation | $ 8,469,000 | 7,746,000 | 684,000 | 39,000 | ||||||||
Deferred compensation plan distribution (in shares) | 3 | |||||||||||
Distribution from deferred compensation plan | $ 229,000 | |||||||||||
Employee advances | (433,000) | (433,000) | ||||||||||
Contributions from noncontrolling interests | 983,000 | 983,000 | ||||||||||
Acquisition of Pure Rooms | 425,000 | 425,000 | ||||||||||
Reallocation of carrying value | (1,187,000) | (681,000) | (506,000) | 1,187,000 | ||||||||
Redemption of noncontrolling interest | $ (52,782,000) | 0 | ||||||||||
OpenKey warrant issuance | 28,000 | 28,000 | ||||||||||
Redemption value adjustment, year-to-date | (1,270,000) | (1,270,000) | 1,270,000 | |||||||||
Distributions to consolidated noncontrolling interests | (239,000) | (19,000) | (220,000) | |||||||||
Acquisition of J&S (in shares) | 71 | |||||||||||
Acquisition of J&S | 5,454,000 | $ 1,000 | 5,062,000 | 391,000 | 2,658,000 | |||||||
Foreign currency translation adjustment | (135,000) | |||||||||||
Net income (loss) | (18,710,000) | (358,000) | (1,484,000) | |||||||||
Net income (loss) | (18,352,000) | (18,352,000) | ||||||||||
Ending balance (in shares) at Dec. 31, 2017 | 2,094 | 0 | ||||||||||
Ending balance at Dec. 31, 2017 | $ 30,957,000 | $ 21,000 | $ 249,695,000 | $ (219,396,000) | $ (135,000) | $ 0 | $ 772,000 | $ 5,111,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (20,194,000) | $ (12,403,000) | $ (12,044,000) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
Depreciation and amortization | 2,938,000 | 1,174,000 | 799,000 |
Change in fair value of deferred compensation plan | 10,410,000 | (2,127,000) | (8,608,000) |
Realized and unrealized (gain) loss on investment in unconsolidated entity, net | 0 | 1,460,000 | 2,141,000 |
Equity-based compensation | 8,469,000 | 11,573,000 | 15,609,000 |
Excess tax (benefit) deficiency on equity-based compensation | 0 | 284,000 | (1,096,000) |
Deferred tax expense (benefit) | 6,002,000 | (2,075,000) | (4,242,000) |
Contingent consideration | 1,066,000 | 0 | 0 |
Impairment | 1,072,000 | 0 | 0 |
(Gain) loss on sale of furniture, fixtures and equipment | 279,000 | 0 | 0 |
Amortization of loan costs | 39,000 | 0 | 0 |
Realized and unrealized (gain) loss on investments, net | 91,000 | 7,787,000 | (7,600,000) |
Purchases of investments in securities | 0 | (153,259,000) | (174,812,000) |
Sales of investments in securities | 0 | 225,470,000 | 212,953,000 |
Distributions from investment in unconsolidated entity | 0 | 0 | 24,000 |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Prepaid expenses and other | (128,000) | 604,000 | (1,196,000) |
Accounts receivable | (725,000) | 234,000 | (250,000) |
Inventories | (205,000) | 0 | 0 |
Other assets | 190,000 | 0 | 0 |
Accounts payable and accrued expenses | 1,575,000 | 4,791,000 | 2,725,000 |
Due to affiliates | 689,000 | (290,000) | (296,000) |
Other liabilities | (676,000) | 4,068,000 | 2,347,000 |
Deferred income | 7,746,000 | 3,886,000 | 629,000 |
Net cash provided by (used in) operating activities | 19,415,000 | 84,858,000 | 24,801,000 |
Cash Flows from Investing Activities | |||
Additions to furniture, fixtures and equipment | (3,580,000) | (6,240,000) | (2,137,000) |
Proceeds from disposal of furniture, fixtures and equipment, net | 15,000 | 0 | 0 |
Cash acquired in acquisition of Pure Rooms | 129,000 | 0 | 0 |
Acquisition of J&S, net of cash acquired | (18,972,000) | 0 | 0 |
Asset purchase deposit related to RED Hospitality and Leisure LLC | (750,000) | 0 | 0 |
Investments in unconsolidated entities | 0 | 0 | (5,500,000) |
Redemption of investment in unconsolidated entity | 0 | 1,375,000 | 0 |
Net cash provided by (used in) investing activities | (23,158,000) | (4,865,000) | (7,637,000) |
Cash Flows from Financing Activities | |||
Payments on revolving credit facilities | (924,000) | 0 | 0 |
Borrowings on revolving credit facilities | 1,507,000 | 0 | 0 |
Proceeds from note payable | 10,000,000 | 0 | 0 |
Payments on notes payable and capital leases | (305,000) | 0 | 0 |
Payments of loan costs | (28,000) | 0 | 0 |
Excess tax benefit (deficiency) on equity-based compensation | 0 | (284,000) | 1,096,000 |
Purchases of common stock | (24,000) | (20,000) | (77,000) |
Forfeitures of restricted shares | 0 | 0 | (10,000) |
Employee advances | (433,000) | (41,000) | 69,000 |
Redemption of units | 0 | (18,000) | 0 |
Contributions from noncontrolling interest | 983,000 | 2,373,000 | 4,780,000 |
Distributions to and redemptions by noncontrolling interests in consolidated entities | (55,310,000) | (44,116,000) | 0 |
Net cash provided by (used in) financing activities | (44,534,000) | (42,106,000) | 5,858,000 |
Effect of foreign exchange rate changes on cash and cash equivalents | (10,000) | 0 | 0 |
Net change in cash, cash equivalents and restricted cash | (48,287,000) | 37,887,000 | 23,022,000 |
Cash, cash equivalents and restricted cash at beginning of period | 93,843,000 | 55,956,000 | 32,934,000 |
Cash, cash equivalents and restricted cash at end of period | 45,556,000 | 93,843,000 | 55,956,000 |
Supplemental Cash Flow Information | |||
Interest paid | 53,000 | 134,000 | 42,000 |
Income taxes paid | 4,948,000 | 2,333,000 | 5,966,000 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Contributions of securities from noncontrolling interests in consolidated entities | 0 | 0 | 110,630,000 |
Distribution from deferred compensation plan | 229,000 | 0 | 142,000 |
Capital expenditures accrued but not paid | 1,397,000 | 620,000 | 192,000 |
Capital additions associated with common stock issuance | 0 | 0 | 1,363,000 |
Accrued but unpaid redemption of AQUA U.S. Fund | 0 | 2,311,000 | 0 |
Issuance of OpenKey warrant | 28,000 | 0 | 0 |
J&S loan costs paid from revolving credit facility | 231,000 | 0 | 0 |
Contingent consideration for J&S acquisition | 1,196,000 | 0 | 0 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | |||
Cash and cash equivalents at beginning of period | 84,091,000 | 50,272,000 | 29,597,000 |
Restricted cash at beginning of period | 9,752,000 | 5,684,000 | 3,337,000 |
Cash, cash equivalents and restricted cash at beginning of period | 93,843,000 | 55,956,000 | 32,934,000 |
Cash and cash equivalents at end of period | 36,480,000 | 84,091,000 | 50,272,000 |
Restricted cash at end of period | 9,076,000 | 9,752,000 | 5,684,000 |
Cash, cash equivalents and restricted cash at end of period | 93,843,000 | 55,956,000 | 32,934,000 |
Pure Rooms [Member] | |||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Subsidiary equity consideration for acquisitions | 425,000 | 0 | 0 |
Assumption of debt associated with acquisitions | 475,000 | 0 | 0 |
J&S Acquisition [Member] | |||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Assumption of debt associated with acquisitions | 978,000 | 0 | 0 |
Ashford Trust OP [Member] | |||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Due from related parties | (1,302,000) | (6,323,000) | (1,007,000) |
Ashford Prime OP [Member] | |||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Due from related parties | 2,079,000 | 4,000 | (1,275,000) |
Ashford Inc. [Member] | Pure Rooms [Member] | |||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Subsidiary equity consideration for acquisitions | $ 5,063,000 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Inc. is a Maryland corporation formed on April 2, 2014 that provides asset management, advisory and other products and services primarily to clients in the hospitality industry. Ashford Inc. currently 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 American Exchange. Ashford Trust held approximately 598,000 shares of Ashford Inc. common stock, which represented an approximate 28.6% ownership interest in Ashford Inc. Ashford Prime held approximately 195,000 shares, which represented an approximate 9.3% ownership interest in Ashford Inc. as of December 31, 2017 . 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. We conduct our advisory business through an operating entity, Ashford LLC. We conduct our hospitality services business through an operating entity, Ashford Hospitality Services, LLC. We own most of our assets through Ashford LLC and Ashford Hospitality Services, LLC. On April 6, 2017 , Ashford Inc. entered into the Amended and Restated Limited Liability Company Agreement (the “Amended and Restated LLC Agreement”) of Ashford Hospitality Holdings LLC, a Delaware limited liability company and a subsidiary of the Company (“Ashford Holdings”), in connection with the merger (the “Merger”) of Ashford Merger Sub LLC, a Delaware limited liability company, with and into Ashford LLC, with Ashford LLC surviving the Merger as a wholly-owned subsidiary of Ashford Holdings. Ashford Holdings is owned 99.8% by Ashford Inc. and 0.2% by noncontrolling interest holders. The terms of the Amended and Restated LLC Agreement are consistent with the terms of the Amended and Restated Limited Liability Company Agreement of Advisors. The Merger was effectuated in order to facilitate our investments in businesses that provide products and services to the hospitality industry. Ashford Investment Management, LLC (“AIM”) is an indirect subsidiary of the Company, established to serve as an investment advisor to any private securities funds sponsored by us or our affiliates (the “Funds”) and is a registered investment advisor 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. During the first quarter of 2017, AIM served as investment advisor to Ashford Quantitative Alternative Master Fund, L.P. (the “AQUA 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 one limited partner: Ashford Quantitative Alternatives (U.S.), LP (the “AQUA U.S. Fund”), a U.S. investment limited partnership. The AQUA U.S. Fund invested substantially all of its assets in the Master Fund. The Master Fund was managed by AIM GP and AIM. The AQUA Master Fund and the AQUA U.S. Fund are collectively known as the “AQUA Fund.” AIM was 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 served as the general partner to the AQUA U.S. Fund and the AQUA Master Fund. As such, it was entitled to receive a performance allocation, which was earned annually and equaled 15% to 20% of positive changes in the capital account balance of certain of its limited partners. Ashford Trust and other limited partners were 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 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 was liquidated in accordance with the laws of the Cayman Islands. The balance of all limited partners' capital accounts in the AQUA U.S. Fund was distributed to limited partners in cash, and thereafter limited partners ceased to be a limited partner of the AQUA U.S. Fund. As of December 31, 2017, the AQUA U.S. Fund was fully dissolved. On April 6, 2017, we acquired a 70% interest in Pure Rooms. Pure Rooms’ patented 7-step purification process treats a room’s surfaces, including the air, and removes up to 99% of pollutants. To consummate the acquisition, Ashford Hospitality Services LLC (“AHS”), a subsidiary of Ashford Inc., entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) with PRE Opco, LLC (“Pure Rooms”), pursuant to which AHS became the sole owner of the common equity, or Series A Units. In conjunction with the LLC Agreement, AHS contributed $97,000 cash to Pure Rooms as required by the LLC Agreement. Pursuant to the Asset and Liability Contribution Agreement (the “Contribution Agreement”), by and among Pure Rooms (as contributee) and PAFR, LLC, the members of PAFR, LLC and Brault Enterprises, LLC (collectively, the “Sellers”), the Sellers contributed liabilities, net of assets, of the predecessor operating company, Pure Rooms NA, LLC, with a fair value of $532,000 in exchange for certain equity interests in Pure Rooms, including 30% of the Series A Units, 100% of the Series B-1 Units, and 50% of the Series B-2 Units. The fair value of the remaining equity consideration included $42,000 of Series A Units, $181,000 of Series B-1 Units, and $202,000 of Series B-2 Units, totaling $425,000. As a result of the Contribution Agreement, our equity interest in Pure Rooms was 70% . See note 4 to our consolidated financial statements. On November 1, 2017, we acquired an 85% controlling interest in a privately held company that conducts the business of J&S Audio Visual in the United States, Mexico, and the Dominican Republic (“J&S”) for approximately $25.5 million. J&S provides an integrated suite of audio visual services including show and event services, hospitality services, creative services and design & integration services to its customers in various venues including hotels and convention centers in the United States, Mexico and the Dominican Republic. See notes 2 , 4 , 13 , 14 and 17 to our consolidated financial statements. On January 16, 2018, the Company closed on the acquisition of certain assets related to RED Hospitality & Leisure LLC ("RED") for $970,000 cash, comprised of a $750,000 deposit paid on December 11, 2017, which is reflected on our consolidated balance sheet as “other assets” as of December 31, 2017, and an additional $220,000 paid on January 16, 2018. The Company owns an 80% interest in RED, a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. See note 22 to our consolidated financial statements. The accompanying consolidated financial statements reflect the operations of our asset and investment management business including the AQUA Fund (through March 31, 2017, the date of its dissolution) 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 consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements, include the accounts of Ashford 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 were investment companies and followed the accounting and reporting guidance in Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. 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. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires significant judgment. Noncontrolling Interests —The following tables present information about our noncontrolling interests, including those related to consolidated VIEs, as of December 31, 2017 and 2016 (in thousands): December 31, 2017 Ashford (2) J&S (4) Pure Rooms (5) OpenKey (6) Ashford Inc. ownership interest 99.80 % 85.00 % 70.00 % 43.90 % Redeemable noncontrolling interests (1) (3) 0.20 % 15.00 % — % 39.59 % Noncontrolling interests in consolidated entities — % — % 30.00 % 16.51 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 385 $ 2,522 $ — $ 2,204 Redemption value adjustment, year-to-date 224 — — 1,046 Redemption value adjustment, cumulative 358 — — 2,021 Carrying value of noncontrolling interests — 439 205 128 Assets, available only to settle subsidiary's obligations (7) n/a 36,951 1,865 1,403 Liabilities, no recourse to Ashford Inc. (8) n/a 21,821 1,652 889 Notes payable, no recourse to Ashford Inc. n/a 9,917 220 — Revolving credit facility, no recourse to Ashford Inc. n/a 814 100 — December 31, 2016 Ashford (2) J&S (4) Pure Rooms (5) OpenKey (6) Ashford Inc. ownership interest 99.80 % — % — % 40.06 % Redeemable noncontrolling interests (1) (3) 0.20 % — % — % 46.31 % Noncontrolling interests in consolidated entities 0 — % — % 13.63 % 100 % — % — % 100 % Carrying value of redeemable noncontrolling interests $ 179 $ — $ — $ 1,301 Redemption value adjustment, year-to-date (54 ) — — 1,000 Redemption value adjustment, cumulative 134 — — 975 Carrying value of noncontrolling interests — — — 96 Assets, available only to settle subsidiary's obligations (7) n/a — — 960 Liabilities, no recourse to Ashford Inc. (8) n/a — — 256 ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value. (2) Represents the 0.2% interest in Ashford LLC prior to the legal restructuring of our organizational structure on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter. (3) Redeemable noncontrolling interests in Ashford Holdings represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings or Ashford LLC as applicable and net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of these members’ interest. (4) Represents ownership interests in J&S, which we consolidate under the voting interest model. J&S provides audio visual products and services in the hospitality industry. See also notes 1 , 13 , 14 , and 22 . (5) Represents ownership interests in Pure Rooms, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Rooms provides “allergy friendly” premium rooms in the hospitality industry. See also notes 1 , 13 , 14 , and 22 . (6) Represents ownership interests in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1 , 13 , 14 , and 22 . (7) Total assets primarily consisted of cash and cash equivalents and other assets that can only be used to settle the subsidiaries obligations. (8) Liabilities consist primarily of accounts payable and accrued expenses for which creditors do not have recourse to Ashford Inc. In addition to the consolidated entity information above, noncontrolling interests in consolidated entities included noncontrolling ownership interests in Performance Holdco and AQUA of 40% and 0% as of December 31, 2017 , respectively, and 40% and 100% as of December 31, 2016 , respectively. As of December 31, 2017 and December 31, 2016 , the AQUA Fund held approximately $0 and $52.8 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, 2017 and December 31, 2016 , the AQUA Fund had liabilities of $0 and $93,000 , respectively, consisting primarily of liabilities associated with investments in securities for which creditors do not have recourse to Ashford Inc. The AQUA Fund was considered to be a VIE, as defined by authoritative accounting guidance. All major decisions related to the AQUA Fund that most significantly impacted 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 were subject to the approval of our wholly-owned subsidiary, AIM GP. As such, we consolidated the AQUA Fund. 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 was liquidated in accordance with the laws of the Cayman Islands. The balance of all limited partners' capital accounts in the AQUA U.S. Fund was distributed to limited partners in cash, and thereafter limited partners ceased to be a limited partner of the AQUA U.S. Fund. As of December 31, 2017, the AQUA U.S. Fund was fully dissolved. Unconsolidated VIEs —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. 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. We held an investment in an unconsolidated entity with a carrying value of $500,000 at both December 31, 2017 and 2016 , which we account for under the cost method of accounting as we do not exercise significant influence over the entity. No impairment of the investment was recorded during the years ended December 31, 2017 , 2016 and 2015 . Additionally, 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 advisors, 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 . Acquisitions — We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target's primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. If our investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill. Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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. We early adopted Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in “Recently Adopted Accounting Standards” below. Accounts Receivable —Accounts receivable consists primarily of receivables from customers of audio visual services. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is recorded based on management’s judgment regarding our ability to collect as well as the age of the receivables. Accounts receivable are written off when they are deemed uncollectible. Inventories —Inventories consist primarily of audio visual equipment and related accessories and are carried at the lower of cost or market value using the first-in, first-out ("FIFO") valuation method. Furniture, Fixtures and Equipment, net —We record furniture, fixtures and equipment at cost. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred. Assets are depreciated using the straight-line method over the estimated useful lives of the assets. Impairment of Furniture, Fixtures and Equipment —Furniture, fixtures and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the asset net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of assets, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Assets not yet placed into service are also reviewed for impairment whenever events or changes in circumstances indicate that all or a portion of the assets will not be placed into service. We recorded impairment charges of $1.1 million for the year ended December 31, 2017 offset by recognition of deferred income from reimbursable expenses related to capitalized software implementation costs. The impairment was recognized upon determination that a portion of the software will not be placed into service. See note 17 to our consolidated financial statements. No impairment charges were recorded for furniture, fixtures and equipment for the year ended December 31, 2016 . Goodwill and Indefinite-Lived Intangible Assets —Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Indefinite-lived intangible assets primarily include trademark rights resulting from our acquisition of J&S. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and we proceed to step two of the impairment analysis. In step two of the analysis, we will record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise. We determine fair value based on discounted projected future operating cash flows using a discount rate that is commensurate with the risk inherent in our current business model. We determined that there was no goodwill impairment during our annual test as the fair value of our reporting units was in excess of the carrying values primarily due to the recency of the Pure Rooms and J&S acquisitions. We base our measurement of fair value of trademarks using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. No indicators of impairment were identified during our annual test or as of December 31, 2017 . Definite-Lived Intangible Assets —Definite-lived intangible assets primarily include customer relationships resulting from our acquisition of J&S and Pure Rooms. These assets are amortized using the straight-line method over the estimated useful lives of the assets. We review the carrying amount of the assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value. No indicators of impairment were identified as of December 31, 2017 . 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 fees and incentive fees. For Ashford Trust, 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 total market capitalization plus the Key Money Asset Management Fee, as defined in the respective advisory agreement, subject to certain minimums. Similarly, the Ashford Prime base fee is fixed at 0.70% of Ashford Prime’s total market capitalization plus the Key Money Asset Management Fee, as defined in the respective advisory agreement, 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 Trust and Ashford Prime 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.” Incentive advisory fees are measured annually in each year that Ashford Trust’s and/or Ashford Prime’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 advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition. Accordingly, incentive advisory fee revenue is recognized only when the amount earned is fixed and determinable and the FCCR Condition has been met. As incentive advisory fees are measured 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. Debt placement fees include revenues earned through provision of mortgage placement services by Lismore Capital, our wholly-owned subsidiary, and are recognized based on a stated percentage of the loan amount when services have been rendered. Audio visual revenue primarily consists of revenue generated by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers. We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee is fixed or determinable and collectability is reasonably assured. Revenue is recognized in the period in which services are provided pursuant to the terms of the contractual arrangements with our customers. We also evaluate whether it is appropriate to present (i) the gross amount that our customers pay for our services as revenue, and the related commissions paid to the venue as cost of revenue, or (ii) the net amount (gross revenue less the related commissions paid to the venue) as revenue. We are responsible for the delivery of the services, including providing the necessary labor and equipment to perform the services. We are subject to inventory risk, have latitude in establishing prices and selecting suppliers and, while in many cases the venue bills the end customer on our behalf, we bear the risk of collection from the customer. The venues’ commissions are not dependent on collections. As a result, our revenue is primarily reported on a gross basis. Cost of revenues for audio visual principally includes commissions paid to venues, direct labor costs, the cost of equipment sub-rentals, depreciation of rental pool equipment, amortization of signing bonuses, as well as other costs such as supplies, freight, travel and other overhead from our venue and customer facing operations and any losses on equipment disposal. Rental pool equipment for our audio visual services is depreciated over an estimated useful life of 5 years. Certain of our consolidated entities enter into multiple element arrangements with customers. For such arrangements, we determine whether each of the individual deliverables in the arrangement qualify as a separate unit of accounting, which requires that the deliverable have standalone value upon delivery. We allocate arrangement consideration to the separate units of accounting using the relative selling price method, in which allocation of consideration is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”), or if VSOE and TPE are not available, management’s best estimate of a standalone selling price for the units of accounting. We limit the amount of arrangement consideration to amounts that are fixed or determinable. The arrangement consideration is recognized as revenue as the deliverables are provided to the customer, which is either up front for deliverables that have standalone value upon delivery, or ratably over the period of delivery. Salaries and Benefits —Salaries and benefits are expensed as incurred. Salaries and benefits includes expense for equity grants of Ashford Trust and 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. 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 notes 2 and 16 to our consolidated financial statements. General and Administrative —General and administrative costs are expensed as incurred, and include advertising costs of $126,000 , $0 and $0 for the years ended December 31, 2017 , 2016 and 2015 , respectively. Depreciation and Amortization —Our furniture, fixtures and equipment are depreciated on a straight-line basis 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. Furniture and equipment are depreciated using the straight-line method over lives ranging from 3 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. Definite-lived intangible assets, which include customer relationships resulting from our acquisitions of J&S and Pure Rooms, are amortized using the straight-line method over the estimated useful lives of the assets. See note 4 to our consolidated financial statements. 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 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 are 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. Other Comprehensive Income (Loss) —Comprehensive income for the year ended December 31, 2017 consists of net income and foreign currency translation adjustments. The foreign currency translation adjustment represents the unrealized impact of translating the financial statements of the J&S operations in Mexico and the Dominican Republic from their respective functional currencies to U.S. dollars. This amount is not included in net income and would only be realized upon the sale or upon complete or substantially complete liquidation of the foreign businesses. The accumulated other comprehensive loss is presented on the consolidated balance sheet as of December 31, 2017. There were no sources of other comprehensive income (loss) in the years ended December 31, 2016 and 2015. Due to Affiliates —Due to affiliates represents current payables resulting from general and administrative expense, furniture, fixtures and equipment reimbursements, and contingent consideration. Due to affiliates is generally settled within a period not exceeding one year. Due from Ashford Trust OP —Due from Ashford Trust OP represents current receivables related to advisory services fees, incentive fees, reimbursable expenses and service business expenses. Due from Ashford Trust OP 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 advisory services fees, incentive fees, reimbursable expenses and service business expenses. Due from Ashford Prime OP 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. See note 18 . 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 consolidated statements of operations. See note 16 . Income Taxes — We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes and beginning in 2017 Mexico and Dominican Republic 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 consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. At December 31, 2017, we recorded a valuation allowance of $25.1 million to fully reserve our net deferred tax assets. At December 31, 2016, we recorded a valuation allowance of $6.1 million to partially reserve our net deferred tax assets. We have provided these allowances primarily because of operating losses incurred for each of the years for the three year period ending December 31, 2017. The losses represent significant negative evidence regarding the realizability of our deferred tax assets. Further, our legal entity restructuring on April 6, 2017 and the Tax Cuts and Jobs Act enacted on December 22, 2017 eliminated our ability to carry back future net operating losses against taxable income from prior periods, which is additional negative evidence regarding the reliability of our deferred tax assets. The “Income Taxes” topic of the FASB ’s Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriat |
Furniture, Fixtures and Equipme
Furniture, Fixtures and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Rental pool equipment $ 7,711 $ — Furniture, fixtures and equipment 7,862 6,549 Leasehold improvements 804 537 Computer software 8,626 7,125 Total cost 25,003 14,211 Accumulated depreciation (3,849 ) (2,167 ) Furniture, fixtures and equipment, net $ 21,154 $ 12,044 For the years ended December 31, 2017 , 2016 and 2015 , depreciation expense was $2.3 million , $1.2 million and $799,000 , respectively. As of December 31, 2017 and 2016 , computer software of $4.7 million and $5.5 million , respectively, has not been placed into service and no amortization was recorded related to those assets. Depreciation and amortization expense for the year ended December 31, 2017, excludes depreciation expense related to audio visual rental pool equipment of $411,000 , which is included in cost of revenues for audio visual. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions J&S On November 1, 2017, we completed the acquisition of an 85% controlling interest in J&S Audio Visual Communications, Inc., J&S Audiovisual Mexico, S. de R.L. de C.V. and J&S Audio Visual Dominican Republic, L.P., collectively referred to as "J&S." J&S provides an integrated suite of audio visual services including show and event services, hospitality services, creative services and design & integration services to its customers in various venues including hotels and convention centers in the United States, Mexico and the Dominican Republic. The purchase price of approximately $25.5 million consisted of (i) $19.2 million in cash of which $10.0 million was funded with a term loan; (ii) 70,318 shares of Ashford Inc. common stock, which was determined based on an agreed upon value of approximately $4.3 million using a thirty -day volume weighted average price per share of $60.44 and had an estimated fair value of approximately $5.1 million as of the acquisition date; and (iii) contingent consideration with an estimated fair value of approximately $1.2 million . The results of operations of J&S were included in our consolidated financial statements from the date of acquisition. The acquisition of J&S has been recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation is based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. We have completed our preliminary valuation to determine the fair value of the identifiable assets acquired and liabilities assumed. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections of J&S and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill. We have allocated the purchase price to the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. We are in the process of evaluating the values assigned to working capital balances, furniture, fixtures and equipment, intangible assets, notes payable, capital leases, deferred taxes, noncontrolling interests and contingent consideration. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation. Any change to the amounts recorded within furniture, fixtures and equipment could also impact depreciation expense. The fair value of the purchase price and preliminary allocation of the purchase price is as follows (in thousands): Cash $ 9,176 Term loan 10,000 Fair value of Ashford Inc. common stock 5,063 Fair value of contingent consideration 1,196 Purchase price consideration 25,435 Fair value of redeemable noncontrolling interest 2,724 Fair value of noncontrolling interest 324 Total fair value of purchase price $ 28,483 Fair Value Estimated Useful Life Current assets including cash $ 6,664 Furniture, fixtures and equipment 9,020 5 years Goodwill 12,165 Trademarks 3,201 Customer relationships 6,519 7 years Other assets 129 Total assets acquired 37,698 Current liabilities 7,024 Notes payable, current 445 Deferred income 1,213 Note payable, non-current 533 Total assumed liabilities 9,215 Net assets acquired $ 28,483 We expect approximately $9.9 million of the goodwill balance to be deductible for tax purposes. The qualitative factors that make up the recorded goodwill include value associated with an assembled workforce and value attributable to expanding J&S’ operations through our relationships with Ashford Trust and Ashford Prime. Results of J&S The results of operations of J&S have been included in our results of operations since the acquisition date. Our consolidated statement of operations for the year ended December 31, 2017 , included total revenue of $9.2 million and a net loss of $657,000 from J&S. The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2016, are included below under “Pro Forma Financial Results.” Pure Rooms On April 6, 2017, we acquired a 70% interest in Pure Rooms. Pure Rooms’ patented 7-step purification process treats a room’s surfaces, including the air, and removes up to 99% of pollutants. To consummate the acquisition, Ashford Hospitality Services LLC (“AHS”), a subsidiary of Ashford Inc., entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) with PRE Opco, LLC (“Pure Rooms”), pursuant to which AHS became the sole owner of the common equity, or Series A Units. In conjunction with the LLC Agreement, AHS contributed $97,000 cash to Pure Rooms as required by the LLC Agreement. Pursuant to the Asset and Liability Contribution Agreement (the “Contribution Agreement”), by and among Pure Rooms (as contributee) and PAFR, LLC, the members of PAFR, LLC and Brault Enterprises, LLC (collectively, the “Sellers”), the Sellers contributed liabilities, net of assets, of the predecessor operating company, Pure Rooms NA, LLC, with a fair value of $532,000 in exchange for certain equity interests in Pure Rooms, including 30% of the Series A Units, 100% of the Series B-1 Units, and 50% of the Series B-2 Units. The fair value of the remaining equity consideration included $42,000 of Series A Units, $181,000 of Series B-1 Units, and $202,000 of Series B-2 Units, totaling $425,000. As a result of the Contribution Agreement, our equity interest in Pure Rooms was 70% . Per the LLC Agreement, the Series A Units are voting units and have the voting rights set forth in the Contribution Agreement but do not have management participation rights. The Series B-1 Units and Series B-2 Units are non-voting units and do not have voting or management participation rights. The distribution waterfall provides seniority as follows: Series B-1, Series B-2, then Series A. There is no coupon or other preference associated with the Series B-1 and B-2 unit classes. During the year ended December 31, 2017 , the Series B-1 unit holders redeemed their Series B-1 units for $200,000 . The acquisition of Pure Rooms has been recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation is based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. During the fourth quarter of 2017, we finalized the valuation of the acquired assets and liabilities associated with the Pure Rooms acquisition. The final fair value analysis did not result in a material change on the consolidated balance sheet, and we do not expect any further adjustments to the purchase price allocation. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections of Pure Rooms and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill. The fair value of the equity consideration of $425,000 is allocated as follows (in thousands): Fair Value Estimated Useful Life Cash $ 129 Furniture, fixtures and equipment 170 3 years Customer relationships 175 5 years Goodwill 782 Total assets acquired 1,256 Line of credit 100 Note payable 375 Other assumed liabilities, net 356 Total assumed liabilities 831 Net assets acquired $ 425 We expect approximately $547,000 of the goodwill balance to be deductible for income tax purposes. The qualitative factors that make up the recorded goodwill include value associated with an assembled workforce and value attributable to expanding Pure Rooms’ operations through our relationships with Ashford Trust and Ashford Prime. Results of Pure Rooms The results of operations of Pure Rooms have been included in our results of operations since the acquisition date. Our consolidated statement of operations for the year ended December 31, 2017 , included total revenue of $2.1 million and a net loss of $78,000 from Pure Rooms. The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2016, are included below under “Pro Forma Financial Results.” Pro Forma Financial Results The following table reflects the unaudited pro forma results of operations as if the J&S and Pure Rooms acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2016, and the removal of $1.0 million and $170,000 of transaction costs directly attributable to the acquisitions for the year s ended December 31, 2017 and December 31, 2016, respectively (in thousands): Year Ended December 31, 2017 2016 Total revenue $ 138,638 $ 131,547 Net income (loss) (19,213 ) (12,120 ) Net income (loss) attributable to common stockholders (17,489 ) (2,089 ) Pro forma income (loss) per share: Basic $ (8.37 ) $ (1.00 ) Diluted $ (8.88 ) $ (2.35 ) Weighted average common shares outstanding (in thousands): Basic 2,090 2,082 Diluted 2,120 2,279 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net The changes in the carrying amount of goodwill for the year ended December 31, 2017, are as follows (in thousands): J&S Corporate and Other Consolidated Balance at the beginning of year $ — $ — $ — Changes in goodwill: Additions (1) 12,165 782 12,947 Balance at the end of year $ 12,165 $ 782 $ 12,947 ________ (1) Corporate and Other additions reflect the goodwill acquired as a result of the acquisition of Pure Rooms. Intangible assets, net as of December 31, 2017, are as follows (in thousands): Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Rooms customer relationships $ 175 $ (26 ) $ 149 J&S customer relationships 6,519 (156 ) 6,363 $ 6,694 $ (182 ) $ 6,512 Indefinite-lived intangible assets: J&S trademarks $ 3,201 $ 3,201 Amortization expense for definite-lived intangible assets was $182,000 for the year ended December 31, 2017. Annual amortization expense for these definite-lived assets will approximate $1.0 million over the next five years. Customer relationships for Pure Rooms and J&S were assigned a useful life of 5 years and 7 years, respectively. |
Notes Payable, net
Notes Payable, net | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable, net | Notes Payable, net Notes payable, net consisted of the following (in thousands): Indebtedness Subsidiary Maturity Interest Rate December 31, 2017 December 31, 2016 Term loan J&S November 2022 One-Month LIBOR (2) + 3.25% $ 9,917 $ — Revolving credit facility J&S November 2022 One-Month LIBOR (2) + 3.25% 814 — Capital lease obligations (see note 7) J&S Various Various - fixed 896 — Revolving credit facility Pure Rooms On demand Prime Rate (1) + 1.00% 100 — Term loan Pure Rooms October 1, 2018 5.00% 220 — Total notes payable 11,947 — Less deferred loan costs, net (240 ) — Total notes payable less net deferred loan costs 11,707 Less current portion (1,751 ) — $ 9,956 $ — __________________ (1) Prime Rate was 4.50% at December 31, 2017 . (2) One-month LIBOR rate was 1.56% at December 31, 2017 . On November 1, 2017, our J&S operating subsidiary entered into a series of financing transactions for which the creditors do not have recourse to Ashford Inc., including a $10.0 million term loan to finance the acquisition of J&S. The term loan bears interest at LIBOR plus 3.25% and matures on November 1, 2022. The subsidiary capitalized debt issuance costs of $231,000 associated with this financing, which are included as a reduction of notes payable on the consolidated balance sheet as of December 31, 2017. In connection with the term loan, the subsidiary entered into an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0% . The fair value of the interest rate cap at December 31, 2017, was not material. The subsidiary also entered into a $3.0 million revolving credit facility which bears interest at LIBOR plus 3.25% and matures on November 1, 2022. During the year ended December 31, 2017, $1.7 million was drawn and approximately $924,000 of payments were made on the revolving credit facility. As of December 31, 2017, $2.2 million of credit was available under the revolving credit facility. These debt agreements contain various financial covenants that, among other things, require the maintenance of certain fixed charge coverage ratios. Our J&S operating subsidiary is currently in compliance with all financial covenants. Also on November 1, 2017, in connection with the acquisition of J&S, our J&S operating subsidiary entered into a $2.0 million term loan agreement and a $3.0 million equipment note. These loans each bear interest at LIBOR plus 3.25% and mature on November 1, 2022. During the year ended December 31, 2017 , no amounts were drawn on either loan. On April 6, 2017, Pure Rooms entered into a term loan of $375,000 and a line of credit of $100,000 for which the creditor does not have recourse to Ashford Inc. The term loan has a fixed interest rate of 5.0% per annum with a stated maturity date of October 1, 2018 . The line of credit has a variable interest rate of the Prime Rate plus 1.0% . There is no stated maturity date related to the line of credit as it is payable on demand; accordingly, the balance has been classified as a current liability on our consolidated balance sheet. On April 13, 2017, OpenKey entered into a Loan and Security Agreement ("Loan Agreement") for a line of credit in the amount of $1.5 million . The line of credit is secured by all of OpenKey's assets and matures on October 31, 2018 with an interest rate of Prime Rate plus 2.75% . Creditors do not have recourse to Ashford Inc. At December 31, 2017 , there were no borrowings outstanding under the Loan Agreement. In connection with the line of credit, OpenKey granted the creditors a 10 -year warrant to purchase approximately 28,000 shares of OpenKey's preferred stock at $1.61 per share. The fair value of the warrants, estimated to be $28,000 , was recorded in noncontrolling interests in consolidated entities and debt issuance costs, which will be amortized over the term of the line of credit. Excluding capital lease obligations (see note 7) and interest, maturities of our long-term debt for each of the next five years and thereafter are as follows (in thousands): 2018 $ 1,320 2019 1,000 2020 1,000 2021 1,000 2022 6,731 Thereafter — $ 11,051 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease Commitments | Lease Commitments Capital Leases We lease certain equipment under capital leases. The net book value of these assets was approximately $835,000 at December 31, 2017, and is included in furniture, fixtures and equipment in our consolidated balance sheet. Amortization of assets under capital leases is included in depreciation and amortization expense in our consolidated statement of operations. Operating Leases We have contractual obligations in the form of operating leases for office space and equipment. Operating lease obligations expire at various dates with the latest maturity in 2027. For the year ended December 31, 2017, we recorded rental expense of $307,000 . We did not incur rental expense for the years ended December 31, 2016 and 2015. As of December 31, 2017, future minimum lease payments on capital and operating leases were as follows (in thousands): Capital Leases Operating Leases 2018 $ 467 $ 1,118 2019 387 991 2020 88 729 2021 16 571 2022 — 436 Thereafter — 1,607 Total minimum lease payments 958 5,452 Imputed interest (62 ) — Present value of minimum lease payments $ 896 $ 5,452 |
Derivative Contracts
Derivative Contracts | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Contracts | Derivative Contracts As of December 31, 2016 , the volume of the AQUA U.S. 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, 2017 , the AQUA U.S. Fund has been dissolved. Options on Futures Contracts —During the year ended December 31, 2017 , we purchased no options on Eurodollar futures. 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. 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 the consolidated balance sheet as of December 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our financial instruments measured at fair value, either on a recurring or a non-recurring basis, are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2017 Liabilities Non-derivative liabilities: Contingent consideration $ — $ — $ (2,262 ) $ (2,262 ) (1) Deferred compensation plan (19,259 ) — — (19,259 ) Total (19,259 ) — (2,262 ) (21,521 ) Net $ (19,259 ) $ — $ (2,262 ) $ (21,521 ) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2016 Assets Derivative assets: Options on futures contracts $ 91 $ — $ — $ 91 Total 91 $ — — 91 (2) Liabilities Non-derivative liabilities: Deferred compensation plan (9,078 ) — — (9,078 ) Total (9,078 ) — — (9,078 ) Net $ (8,987 ) $ — $ — $ (8,987 ) __________________ (1) Reported as “due to affiliates” in the consolidated balance sheets. (2) Reported as “investments in securities” in the consolidated balance sheets. The following table presents our rollforward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance December 31, 2016 $ — Acquisition (1,196 ) Gains (losses) included in earnings (1,066 ) (2) Dispositions and settlements — Transfers into/out of Level 3 — Balance December 31, 2017 $ (2,262 ) (3) __________________ (1) Ashford Inc.’s contingent consideration associated with the acquisition of J&S is carried at fair value in the consolidated balance sheets. The fair value of our contingent consideration liability was estimated using significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement. The significant inputs in the Level 3 measurement included the timing and amount of the ultimate payout based on our estimate of J&S operating performance during the earn-out period, calculated in accordance with the agreement, and the risk adjusted discount rate used to discount the future payment. (2) Calculated as the change in fair value of the contingent consideration associated with the acquisition of J&S and reported as “other” operating expense in the consolidated statements of operations. (3) Reported as “due to affiliates” in the consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on the consolidated statements of operations (in thousands): Gain (Loss) Recognized Year Ended December 31, 2017 2016 2015 Assets Derivative assets: Equity put options $ — $ (2,829 ) $ (7,218 ) Equity call options — 1,961 (680 ) Options on futures contracts (91 ) (228 ) (275 ) Non-derivative assets: Equity - American Depositary Receipt — — 89 Equity securities — (7,213 ) (10,564 ) U.S. treasury securities — 479 (331 ) Total (91 ) (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 Contingent consideration (1,066 ) — — Deferred compensation plan (10,410 ) 2,127 8,608 Total (11,476 ) 2,170 19,987 Net $ (11,567 ) $ (5,660 ) $ 1,008 Total combined Unrealized gain (loss) on investments $ 203 $ 2,326 $ (2,490 ) Realized gain (loss) on investments (294 ) (10,113 ) (5,110 ) Contingent consideration (1,066 ) (2) — — Deferred compensation plan (10,410 ) (1) 2,127 (1) 8,608 (1) Net $ (11,567 ) $ (5,660 ) $ 1,008 ________ (1) Reported as a component of salaries and benefits in the consolidated statements of operations. (2) Represents contingent consideration associated with the acquisition of J&S. Reported as a component of other operating expense in the consolidated statements of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Investments in securities $ — $ — $ 91 $ 91 Financial liabilities measured at fair value: Deferred compensation plan $ 19,259 $ 19,259 $ 9,078 $ 9,078 Contingent consideration 2,262 2,262 — — Financial assets not measured at fair value: Cash and cash equivalents $ 36,480 $ 36,480 $ 84,091 $ 84,091 Restricted cash 9,076 9,076 9,752 9,752 Accounts receivable, net 5,127 5,127 16 16 Due from Ashford Trust OP 13,346 13,346 12,179 12,179 Due from Ashford Prime OP 1,738 1,738 3,817 3,817 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 20,529 $ 20,529 $ 11,601 $ 11,601 Due to affiliates 4,272 4,272 933 933 Due to Ashford Prime OP from AQUA U.S. Fund — — 2,289 2,289 Other liabilities 9,076 9,076 9,752 9,752 Notes payable 11,947 12,040 — — 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 8 and 9 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. Contingent consideration. The liability associated with the acquisition of J&S is carried at fair value based on the terms of the acquisition agreement and any changes to fair value are recorded in “other” operating expenses in the consolidated statements of operations. 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. Accounts receivable, net, due from Ashford Trust OP, due from Ashford Prime OP, 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. Investments in unconsolidated entity. The asset resulting from investment in unconsolidated entities. Notes payable. The carrying value of notes payable was $11.9 million at December 31, 2017 . The estimated fair value at December 31, 2017 was approximately $12.0 million . The fair value is based on credit spreads on observable transactions of a similar nature and is considered a Level 2 valuation technique. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation —On December 11, 2015, a purported stockholder class action and derivative complaint challenging the Remington acquisition was filed in the Court of Chancery of the State of Delaware and styled as 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 Remington acquisition 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 Remington acquisition 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. On March 24, 2017, the Remington acquisition was terminated and therefore this action is moot. On April 13, 2017, the Court of Chancery entered an order dismissing the action with prejudice as to the named plaintiff, and without prejudice as to all other members of the class. Pursuant to the order, the Court of Chancery retained jurisdiction solely for the purpose of determining the plaintiff’s anticipated application for an award of mootness fees and reimbursement of expenses. After negotiations, and to eliminate any risk associated with the plaintiff’s fee petition, the Company agreed to pay fees and expenses in the amount of $150,000 within five ( 5 ) days of the entry of an order closing the case in the second quarter of 2017. Accordingly, this amount was recorded within general and administrative expenses on our consolidated statements of operations for the year ended December 31, 2017. The Court of Chancery has not and will not pass any judgment on the fee payment. On July 17, 2017, the Court of Chancery entered a stipulation and order closing the case. Jesse Small v. Monty J. Bennett, et al., Case No. 24-C-16006020 (Md. Cir. Ct.) On November 16, 2016, Jesse Small, a purported shareholder of Ashford Prime, commenced a derivative action in Maryland Circuit Court for Baltimore City asserting causes of action for breach of fiduciary duty, corporate waste, and declaratory relief against the members of the Ashford Prime board of directors, David Brooks (collectively, the “Individual Defendants”), Ashford Inc. and Ashford LLC. Ashford Prime is named as a nominal defendant. The complaint alleges that the Individual Defendants breached their fiduciary duties to Ashford Prime by negotiating and approving the termination fee provision set forth in Ashford Prime’s advisory agreement with Ashford LLC, that Ashford Inc. and Ashford LLC aided and abetted the Individual Defendants’ fiduciary duty breaches, and that the Ashford Prime board of directors committed corporate waste in connection with Ashford Prime’s purchase of 175,000 shares of Ashford Inc. common stock. The complaint seeks monetary damages and declaratory and injunctive relief, including a declaration that the termination fee provision is unenforceable. The defendants filed motions to dismiss the complaint on March 24, 2017. On June 6, 2017, the plaintiff notified the court that the plaintiff intends to dismiss the action as moot and seek a mootness fee and costs. On July 25, 2017, the action was dismissed with prejudice as to the plaintiff. A hearing on the plaintiff’s fee petition was held on October 25, 2017. On February 5, 2018, the court denied the plaintiff’s fee petition. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Income tax benefit at federal statutory income tax rate of 35% $ 3,665 $ 4,068 $ 3,492 State income tax expense, net of federal income tax benefit (388 ) (180 ) (54 ) Income passed through to common unit holders and noncontrolling interests (2 ) (2,985 ) (3,799 ) Permanent differences (201 ) (1,410 ) (3,293 ) Valuation allowance (12,725 ) (407 ) 1,563 Effect of the Tax Cuts and Jobs Act (303 ) — — Other 231 134 25 Total income tax (expense) benefit $ (9,723 ) $ (780 ) $ (2,066 ) The components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (3,305 ) $ (2,578 ) $ (5,958 ) Foreign (47 ) — — State (369 ) (277 ) (350 ) Total current (3,721 ) (2,855 ) (6,308 ) Deferred: Federal (5,854 ) 2,023 4,140 Foreign — — — State (148 ) 52 102 Total deferred (6,002 ) 2,075 4,242 Total income tax (expense) benefit $ (9,723 ) $ (780 ) $ (2,066 ) Interest and penalties of $ 1,000 , $2,000 and $1,000 were paid or were due to taxing authorities for the years ended December 31, 2017 , 2016 and 2015 , respectively. At December 31, 2017 and 2016 , our net deferred tax asset (liability) and related valuation allowance on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2017 2016 Prepaid expenses $ (218 ) $ (383 ) Investments in unconsolidated entities and joint ventures 12,529 119 Capitalized acquisition costs 1,652 2,116 Deferred compensation 4,285 3,258 Accrued expenses 851 3,065 Equity-based compensation 3,877 3,940 Furniture fixtures and equipment (643 ) (788 ) Intangibles 860 182 Deferred revenue 629 214 Net operating loss 1,265 363 Deferred tax asset 25,087 12,086 Valuation allowance (25,087 ) (6,084 ) Net deferred tax asset $ — $ 6,002 As of December 31, 2017 , the Company has net operating loss carryforwards of approximately $5.9 million for tax purposes, which will be available to offset future taxable income. If not used, these carryforwards will expire between 2036 and 2037. 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 as 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. In the second quarter of 2017 we completed a legal restructuring of our organizational structure to facilitate our investment in businesses that provide products and services to the hospitality industry. The restructuring limited our ability to carryback losses, and as a result, we recorded a tax expense to reduce our net deferred tax asset to zero. We expected to recover a portion of our deferred tax asset as we produced taxable income in the post restructure period of 2017 and thereafter. We recovered a portion of the restructuring charge during the third and fourth quarters of 2017. However, due to the Tax Cuts and Jobs Act enactment on December 22, 2017, which prohibits corporations from carrying losses back to prior years, we do not expect to recover our net deferred tax assets until it is more likely than not that we will be able to realize the net deferred tax assets with sources of income other than taxes paid in the carryback period. 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. On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (“TCJA”) into legislation. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law (i.e., upon presidential signature). With respect to this legislation, we recorded a one-time income tax expense of approximately $303,000 due to a revaluation of our net deferred tax assets resulting from the decrease in the corporate federal income tax rate from 35% to 21% and elimination of the ability to carryback net operating losses generated after December 31, 2017. We are in the process of analyzing certain other provisions of this legislation which may impact our effective tax rate. Additionally on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. The Company has recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued and actions the Company may take as a result of the TCJA. The accounting is expected to be complete on or before the date the 2017 U.S. income tax returns are filed in 2018. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | Equity Capital Stock —In accordance with Ashford Inc.’s charter, we are authorized to issue 200 million shares of capital stock, consisting of 100 million shares common stock, par value $0.01 per share, 50 million shares blank check common stock, par value $0.01 per share, and 50 million shares preferred stock, par value $0.01 per share. Our Board of Directors has designated 2 million shares of our preferred stock as Series A 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 on the date of the 2018 annual meeting of stockholders unless at such meeting our stockholders vote to approve an extension of the expiration date. Noncontrolling Interests in Consolidated Entities —See note 2 for details regarding ownership interests, carrying values and allocations related to noncontrolling interests in our consolidated subsidiaries. The following table summarizes the (income) loss allocated to noncontrolling interests for each of our consolidated entities (in thousands): Year Ended December 31, 2017 2016 2015 (Income) loss allocated to noncontrolling interests: J&S $ (49 ) $ — $ — Pure Rooms 38 — — OpenKey (1) 515 849 — Other (2) (146 ) 8,011 10,852 Total net (income) loss allocated to noncontrolling interests $ 358 $ 8,860 $ 10,852 ________ (1) The 2016 loss allocated to the noncontrolling interest in OpenKey represents the period from the March 8, 2016 conversion of our notes receivable through December 31, 2016. (2) Represents noncontrolling interests primarily in the AQUA Fund, which was fully dissolved as of December 31, 2017 . |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Mezzanine Equity | Mezzanine Equity Redeemable noncontrolling interests are included in the mezzanine section of our consolidated balance sheets as the ownership interests are redeemable for cash or registered shares outside of the Company’s control. As described below, our mezzanine equity includes redeemable noncontrolling interests in Ashford Holdings as well as subsidiary common stock. See note 2 for tables summarizing the redeemable noncontrolling ownership interests and carrying values. See note 17 for a summary of related party transactions, including income (loss) attributable to our redeemable noncontrolling interests. Redeemable Noncontrolling Interests —Redeemable noncontrolling interests in Ashford Holdings represents certain members’ proportionate share of equity and their allocable share of equity in earnings/loss of Ashford Holdings, 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 cash or registered shares in certain cases outside the Company’s control. Prior to April 6, 2017 , the noncontrolling interests represented certain members’ proportionate share of equity and their allocable share of equity in earnings/loss of Ashford LLC. See note 1 . 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. A summary of the activity of the member interest units is as follow (in thousands): Year Ended December 31, 2017 2016 2015 Units outstanding at beginning of year 4 5 5 Units redeemed for cash (1) — (1 ) — Units outstanding at end of year 4 4 5 Units convertible/redeemable at end of year 4 4 5 __________________ (1) During the years ended December 31, 2017 , 2016 , and 2015 , membership interest units with aggregate fair values at redemption of $0 , $18,000 and $0 , respectively, were redeemed by the holder and, at our election, we paid cash to satisfy the redemption price. Redeemable noncontrolling interest in other subsidiary common stock represented redeemable ownership interests in our consolidated VIEs, J&S and OpenKey, for the year ended December 31, 2017 and in OpenKey for the year ended December 31, 2016 . See note 2 to our consolidated financial statements for tables summarizing the redeemable noncontrolling ownership interests and carrying values. See note 17 to our consolidated financial statements for a summary of related party transactions, including income (loss) attributable to our redeemable noncontrolling interests. Redeemable noncontrolling interests in other subsidiary common stock originated as a result of the following transactions: On March 8, 2016, a 100% noncontrolling interest in OpenKey was initially reduced to a 49.28% redeemable noncontrolling interest, which resulted in the conversion of our note receivable into our initial 38.49% ownership interest. See also notes 1 , 2 , 13 and 17 to our consolidated financial statements. On November 1, 2017, we acquired an 85% controlling interest in J&S with 15% ownership held by the company’s founders as a redeemable noncontrolling interest in the J&S subsidiary common stock. See note 4 for details of the acquisition. See also notes 1 , 2 , 13 and 17 to our consolidated financial statements. The following table summarizes the net (income) loss allocated to our redeemable noncontrolling interests (in thousands). See note 2 to our consolidated financial statements for tables summarizing the redeemable noncontrolling ownership interests and carrying values: Year Ended December 31, 2017 2016 2015 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings (1) $ 19 $ 4 $ 2 J&S 136 (2) — — OpenKey 1,329 1,143 (3) — Total net (income) loss allocated to redeemable noncontrolling interests $ 1,484 $ 1,147 $ 2 ________ (1) Represents the 0.2% interest in Ashford LLC prior to the legal restructuring of our organizational structure on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter. (2) For the period from the November 1, 2017 acquisition of J&S through December 31, 2017, net loss of $136,000 was allocated to the redeemable noncontrolling interest in the J&S subsidiary common stock. See note 2 for tables summarizing the redeemable noncontrolling ownership interests and carrying values. (3) For the period from the March 8, 2016 conversion of our notes receivable from OpenKey through December 31, 2016, net loss of $1.1 million was allocated to the redeemable noncontrolling interest in the OpenKey subsidiary common stock. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
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 1,082,261 incentive stock awards in the form of shares of our common stock or securities convertible into shares of our common stock. As of December 31, 2017 , 93,539 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 491,571 shares of our common stock, or securities convertible into 491,571 shares of our common stock, available for issuance under our 2014 Incentive Plan, as of January 1, 2018 . Equity-based compensation expense is primarily recorded in salaries and benefits expense in our consolidated statements of operations. The components of equity-based compensation expense for the years ended December 31, 2017 , 2016 and 2015 , are presented below by award type (in thousands): Year Ended December 31, 2017 2016 2015 Equity-based compensation Stock option amortization (1) $ 7,535 $ 5,884 $ 3,856 Director equity grants expense (2) 250 250 250 Pre-spin equity grants expense (3) 684 5,439 11,503 Total equity-based compensation (4) $ 8,469 $ 11,573 $ 15,609 Other equity-based compensation REIT equity-based compensation (5) $ 9,394 $ 12,243 6,311 $ 17,863 $ 23,816 $ 21,920 ________ (1) See Stock Options discussion below. As of December 31, 2017 , the Company had approximately $10.4 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.3 years . During the years ended December 31, 2017 , 2016 and 2015 , stock option amortization included $39,000 , $61,000 and $0 of amortization 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. We recognized the equity-based compensation expense related to these assumed Ashford Trust equity grants through the April 2017 final vesting date. As of December 31, 2017 , these equity grants were fully vested. See Restricted Stock discussion below. (4) Additionally, $2,000 , $10,000 and $10,000 of equity-based compensation associated with employees of an affiliate was included in “general and administrative” expense for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , these equity grants were fully vested. See note 17 . (5) 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 17 . As of December 31, 2017 , we had outstanding stock option awards and restricted stock awards, as follows: Stock Options —During the years ended December 31, 2017 and 2016 , we granted 334,000 and 340,000 stock options to employees with grant date fair values of $8.5 million and $7.8 million , respectively. No stock options were granted during 2015. 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 historical volatilities of our peer group commensurate with the option’s expected life (or full history if the peer had insufficient trading history). The weighted average assumptions used to value grant options are detailed below: Year Ended December 31, 2017 2016 2015 Weighted-average grant date fair value $ 25.29 $ 22.91 n/a Weighted average assumptions used: Expected volatility 34.9 % 50.0 % n/a Expected term (in years) 6.5 6.5 n/a Risk-free interest rate 2.01 % 1.5 % n/a 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, 2015 300 $ 85.97 7.95 $ 2,409 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 9.38 — Outstanding, December 31, 2016 639 $ 64.53 7.70 $ — Granted 334 57.61 10.00 11,837 Exercised — — — — Forfeited, canceled or expired (1 ) 50.15 9.22 (80 ) Outstanding, December 31, 2017 972 $ 62.17 7.67 $ 29,974 Options exercisable at December 31, 2017 300 $ 85.97 4.95 $ 2,109 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, 2017 , the Company had approximately $10.4 million of total unrecognized compensation expense, related to stock options that will be recognized over the weighted average period of 1.3 years . Restricted Stock —A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2017 2016 2015 Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Outstanding at beginning of year 1 $ 56.20 3 $ 56.20 5 $ 56.20 Restricted shares granted (1) 5 52.89 5 45.09 3 93.92 Restricted shares vested (6 ) 53.64 (7 ) 47.48 (5 ) 75.42 Restricted shares forfeited — — — — — — Outstanding at end of year — $ — 1 $ 56.20 3 $ 56.20 ________ (1) Equity-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 , 5,000 and 3,000 immediately vested restricted shares to our independent directors for the years ended December 31, 2017 , 2016 and 2015 , respectively. As a result of the spin-off, we assumed all of the unrecognized equity-based compensation associated with prior Ashford Trust equity grants. We recognized the equity-based compensation expense related to these assumed Ashford Trust equity grants through the April 2017 final vesting date. As of December 31, 2017 , these equity grants were fully vested. The restricted stock/units that vested during 2017 had a fair value of $2.9 million at the date of vesting. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Deferred Compensation Plan —We administer a non-qualified DCP for certain executive officers. 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 consolidated statements of operations. The following table summarizes the DCP activity (in thousands): Year Ended December 31, 2017 2016 2015 Change in fair value Unrealized gain (loss) $ (10,410 ) $ 2,127 $ 8,608 Distributions Fair value (1) $ 229 $ — $ 142 Shares (1) 3 — 2 ________ (1) Distributions made to one participant. As of December 31, 2017 and December 31, 2016 the carrying value of the DCP liability was $19.3 million and $9.1 million , respectively. 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 consolidated statements of operations. As of December 31, 2017 and 2016 , the carrying value of the AIM Incentive Awards liability was $487,000 and $287,000 , respectively. For the years ended December 31, 2017 , 2016 and 2015 , we recorded salaries and benefits expense of $200,000 , $(25,000) , and $385,000 respectively, related to the AIM Incentive Awards. During the years ended December 31, 2017 , 2016 and 2015 participants were paid distributions of $0 , $73,000 and $0 , respectively. 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 —Ashford LLC 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. Our consolidated subsidiaries also sponsor qualified defined contribution s. These 401(k) Plans cover employees 18 to 21 years of age or older with 0 to 3 months service and offer company matches in discretionary amounts of 0% to 25% of up to the first 5% of an employee’s eligible compensation contributed to the 401(k) Plan and vesting periods varying up to 6 years. Participant contributions vest immediately. For the years ended December 31, 2017 , 2016 and 2015 , “salaries and benefits” expense on our consolidated statements of operations included matching expense of $304,000 , $341,000 , and $222,000 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As an asset manager providing advisory services to Ashford Trust and Ashford Prime, as well as holding an ownership interest in other businesses providing products and services to the hospitality industry, including Ashford Trust and Ashford Prime, related party transactions are inherent in our business activities. Details of our related party transactions are presented below. See note 20 for details regarding concentration of risk and percentage of our consolidated subsidiaries’ total revenues earned from Ashford Trust and Ashford Prime. 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 0.70% ) , 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, 2017 , the quarterly base fee was 0.70% per annum. Reimbursement for overhead, 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 advisory fee that is measured 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 revenues and expenses related to Ashford Trust OP (in thousands): Year Ended December 31, 2017 2016 2015 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 34,724 $ 34,700 $ 33,833 Reimbursable expenses (1) 7,600 6,054 6,617 Equity-based compensation (2) 11,077 8,429 2,720 Incentive advisory fee (3) 1,809 1,809 — Total advisory services revenue 55,210 50,992 43,170 Other revenue Investment management reimbursements (4) 1,976 — — Debt placement fees (5) 913 — — Non-advisory expense reimbursements — — 195 Lease revenue (6) 558 — — Other services (7) 997 4 — Total other revenue 4,444 4 195 Total revenue $ 59,654 $ 50,996 $ 43,365 REVENUE BY SEGMENT (8) REIT advisory $ 58,657 $ 50,992 $ 43,365 J&S (9) — — — Corporate and other (7) 997 4 — Total revenue $ 59,654 $ 50,996 43,365 COST OF REVENUES Cost of audio visual revenues (9) $ 90 $ — $ — ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. During the years ended December 31, 2017 , 2016 , and 2015 , we recognized $1.7 million , $0 , and $0 , respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software, as discussed in note 2 to our consolidated financial statements, in the amount of $1.1 million for the year ended December 31, 2017. (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 advisory fee includes the second and first year installments of the 2016 incentive advisory fee in the amount of $1.8 million for each of the years ended December 31, 2017 and 2016 , respectively, for which the payment was due January of the subsequent year subject to meeting the FCCR Condition at December 31 of each year, as defined in our advisory agreement with Ashford Trust. No incentive fee was earned for the 2017 and 2015 measurement periods. (4) Investment management reimbursements include AIM’s management of Ashford Trust’s excess cash under the Investment Management Agreement. AIM is not compensated for its services but is reimbursed for all costs and expenses. (5) Debt placement fees include revenues earned through provision of mortgage placement services by Lismore Capital, our wholly-owned subsidiary. (6) In connection with our key money transaction with Ashford Trust, we lease furniture, fixtures and equipment to Ashford Trust 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. (7) Other services revenue is associated with other hotel services, such as “allergy friendly” premium rooms and mobile key applications, provided to Ashford Trust by our consolidated subsidiaries, Pure Rooms and OpenKey, respectively. (8) See note 19 for discussion of segment reporting. (9) J&S contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, are recognized in cost of audio visual revenues in our consolidated statements of operations. See note 2 for discussion of the audio visual revenue recognition policy. At December 31, 2017 and 2016 , we had a net receivable of $13.3 million and $12.2 million , respectively, from Ashford Trust OP associated primarily with the advisory services fee and other fees, as discussed above. The following table summarizes amounts due from Ashford Trust OP to each of our consolidated entities (in thousands): December 31, 2017 December 31, 2016 J&S $ 62 $ — Pure Rooms 302 — OpenKey 25 4 We are also a party to an amended and restated advisory agreement with Ashford Prime OP. Through June 20, 2017, the quarterly base fee was 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 0.70% ), 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). Prior to the effectiveness of the amended and restated advisory agreement discussed below, the range of base fees on the scale was 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 . Upon effectiveness of the amended and restated advisory agreement discussed below, the base fee was fixed at 0.70% per annum. Reimbursement for overhead, 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 advisory fee that is measured 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 (the “Fourth Amended and Restated Ashford Prime Advisory Agreement”). On June 9, 2017, Ashford Prime’s stockholders approved the Fourth Amended and Restated Ashford Prime Advisory Agreement, which became effective on June 21, 2017. The material terms of the Fourth Amended and Restated Ashford Prime Advisory agreement include: • Ashford Prime made a cash payment to us of $5.0 million on June 21, 2017, which is included in “deferred income” on our consolidated balance sheet, and is being recognized over the initial ten -year term of the Fourth Amended and Restated Ashford Prime Advisory Agreement. The revenue recognized is included in other advisory revenue on our consolidated statements of operations; • 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 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 0.70% , 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 Fourth 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 Fourth 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 Fourth 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 Fourth Amended and Restated Ashford Prime Advisory Agreement; and • if Ashford Prime repudiates the Fourth 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. The following table summarizes the revenues related to Ashford Prime OP (in thousands): Year Ended December 31, 2017 2016 2015 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,799 $ 8,343 $ 8,648 Reimbursable expenses (1) 2,105 2,805 1,863 Equity-based compensation (2) (1,683 ) 3,814 3,591 Incentive advisory fee (3) 1,274 1,274 1,274 Other advisory revenue (4) 277 — — Total advisory services revenue 10,772 16,236 15,376 Other revenue Debt placement fees (5) 224 — — Lease revenue (6) 335 335 99 Other services (7) 41 — — Total other revenue 600 335 99 Total revenue $ 11,372 $ 16,571 $ 15,475 REVENUE BY SEGMENT (8) REIT advisory $ 11,331 $ 16,571 $ 15,475 J&S (9) — — — Corporate and other (8) 41 — — Total revenue $ 11,372 $ 16,571 $ 15,475 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. During the years ended December 31, 2017 , 2016 , and 2015 , we recognized $126,000 , $0 , and $0 , respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software in the amount of $1.1 million for the year ended December 31, 2017, as discussed in note 2 . (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 advisory fee includes the third, second and first year installments of the 2015 incentive advisory fee in the amount of $1.3 million for each of the years ended December 31, 2017 , 2016 , and 2015 , respectively, for which the payment was due January of the subsequent year subject to meeting the FCCR Condition at December 31 of each year, as defined in our advisory agreement with Ashford Prime. No incentive fee was earned for the 2017 and 2015 measurement periods. (4) In connection with our Fourth Amended and Restated Ashford Prime Advisory Agreement, a $5.0 million cash payment was made by Ashford Prime upon approval by Ashford Prime’s stockholders, which will be recognized over the 10 -year initial term. (5) Debt placement fees include revenues earned through provision of mortgage placement services by Lismore Capital, our wholly-owned subsidiary. (6) 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. (7) Other services revenue is associated with other hotel services, such as “Allergy friendly” premium rooms and mobile key applications, provided to Ashford Prime by our consolidated subsidiaries, Pure Rooms and OpenKey, respectively. (8) See note 19 for discussion of segment reporting. (9) J&S contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, are recognized in cost of audio visual revenues in our consolidated statements of operations. See note 2 for discussion of the audio visual revenue recognition policy. At December 31, 2017 and 2016 , we had receivables of $1.7 million and $3.8 million , respectively, from Ashford Prime OP associated with the advisory service fee and other fees, as discussed above. See note 2 for details regarding receivables held by our consolidated subsidiaries, due from our affiliates. 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. The following table summarizes amounts due from Ashford Prime OP to each of our consolidated entities (in thousands): December 31, 2017 December 31, 2016 Pure Rooms $ 50 $ — OpenKey 6 — 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 consolidated 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. These reimbursements are included in general and administrative expenses on the consolidated statements of operations. For the years ended December 31, 2017 , 2016 and 2015 these reimbursements totaled $4.9 million , $5.7 million and $4.5 million , respectively. The amounts due under these arrangements as of December 31, 2017 and 2016 , are included in “due to affiliates” on our balance sheets. 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 was liquidated in accordance with the laws of the Cayman Islands. The balance of all limited partners' capital accounts in the AQUA U.S. Fund was distributed to limited partners in cash, and thereafter limited partners ceased to be a limited partner of the AQUA U.S. Fund. As of December 31, 2017, the AQUA U.S. Fund was fully dissolved. The aggregate value of the affiliated limited partners’ share of partners’ capital in the AQUA Fund at December 31, 2016 , was approximately $52.5 million . 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 had 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 $893,000 , $335,000 and $99,000 was allocated to lease revenue for the years ended December 31, 2017 , 2016 and 2015 , respectively. Lease revenue is included in other revenue in the consolidated statements of operations. As of December 31, 2017 and 2016 , Ashford Trust held a 16.23% and 13.34% , respectively, noncontrolling interest in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. On January 16, 2018, Ashford Trust invested an additional $667,000 in OpenKey. Ashford Trust invested $983,000 , $2.3 million and $0 in OpenKey during the years ended December 31, 2017, 2016 and 2015, respectively. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1 , 2 , 13 , 14 , and 22 . An officer of J&S owns the J&S headquarters property including the adjoining warehouse space. J&S leases this property for $300,000 per year. Rental expense for the year ended December 31, 2017 was $50,000 . We did not incur rental expense related to this lease for the years ended December 31, 2016 and 2015. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (18,352 ) $ (2,396 ) $ (1,190 ) Undistributed net income (loss) allocated to common stockholders (18,352 ) (2,396 ) (1,190 ) Distributed and undistributed net income (loss) - basic (18,352 ) (2,396 ) (1,190 ) Effect of deferred compensation plan — (2,127 ) (8,608 ) Effect of contingently issuable shares $ (1,465 ) $ (1,143 ) $ — Distributed and undistributed net loss - diluted $ (19,817 ) $ (5,666 ) $ (9,798 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,031 2,012 1,991 Effect of deferred compensation plan shares — 158 212 Effect of contingently issuable shares 36 39 — Weighted average common shares outstanding – diluted 2,067 2,209 2,203 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (9.04 ) $ (1.19 ) $ (0.60 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (9.59 ) $ (2.56 ) $ (4.45 ) Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2017 2016 2015 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ (19 ) $ (4 ) $ (2 ) Total $ (19 ) $ (4 ) $ (2 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares — 1 3 Effect of assumed exercise of stock options 34 — 1 Effect of assumed conversion of Ashford Holdings units 4 4 5 Total 38 5 9 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We have two business segments: (i) REIT Advisory, which provides asset management and advisory services to other entities, and (ii) Hospitality Products and Services (“HPS”), which provides products and services to clients primarily in the hospitality industry. HPS includes (a) J&S, which provides event technology and creative communications solutions services, (b) Pure Rooms, which provides “allergy friendly” premium rooms in the hospitality industry, and (c) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. Our Pure Rooms and OpenKey operating segments do not individually meet the accounting criteria for separate disclosure as reportable segments. Accordingly, we have two reportable segments: REIT Advisory and J&S. We combine the operating results of Pure Rooms and OpenKey into an “all other” category, which we refer to as “Corporate and Other.” The REIT Advisory segment primarily earns revenue by providing asset management and advisory services on a fee basis by managing the day-to-day operations of Ashford Trust and Ashford Prime and their respective subsidiaries, in conformity with each entity's investment guidelines. The J&S segment earns revenue by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers in the United States, Mexico and the Dominican Republic. Corporate and Other includes a portion of our revenue and operating expenses that are not directly attributable to the REIT Advisory segment or J&S. The revenue in this category primarily consists of income generated by Pure Rooms and OpenKey by providing services to hotels. As of December 31, 2017 , there were no material revenues or expenses amongst our operating segments. Our chief operating decision maker (“CODM”) uses multiple measures of segment profitability for assessing performance of our business. Our reported measure of segment profitability is net income, although the CODM also focuses on adjusted EBITDA and adjusted net income, which exclude certain gains, losses and charges, to assess performance and allocate resources. Our CODM currently reviews assets at the corporate (consolidated) level and does not currently review segment assets to make key decisions on resource allocations. Certain information concerning our segments for the years ended December 31, 2017 , and 2016 is presented in the following table (in thousands). Consolidated subsidiaries are reflected as of the acquisition date or as of the date we were determined to be the primary beneficiary of variable interest entities. Year Ended December 31, 2017 Year Ended December 31, 2016 REIT Advisory J&S Corporate and Other Ashford Inc. Consolidated REIT Advisory J&S Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 65,982 $ — $ — $ 65,982 $ 67,228 $ — $ — $ 67,228 Audio visual — 9,186 — 9,186 — — — — Other 4,006 — 2,399 6,405 335 — 44 379 Total revenue 69,988 9,186 2,399 81,573 67,563 — 44 67,607 EXPENSES Depreciation and amortization 1,373 319 835 2,527 298 — 876 1,174 Impairment 1,041 — 31 1,072 — — — — Other operating expenses (1) 19,099 9,655 59,742 88,496 21,102 — 47,788 68,890 Total expenses 21,513 9,974 60,608 92,095 21,400 — 48,664 70,064 OPERATING INCOME (LOSS) 48,475 (788 ) (58,209 ) (10,522 ) 46,163 — (48,620 ) (2,457 ) Interest expense — (68 ) (15 ) (83 ) — — — — Amortization of loan costs — (6 ) (33 ) (39 ) — — — — Interest income — — 244 244 — — 73 73 Other income (expense) (2) — (47 ) (24 ) (71 ) — — (9,239 ) (9,239 ) INCOME (LOSS) BEFORE INCOME TAXES 48,475 (909 ) (58,037 ) (10,471 ) 46,163 — (57,786 ) (11,623 ) Income tax (expense) benefit (18,324 ) 252 8,349 (9,723 ) (16,684 ) — 15,904 (780 ) NET INCOME (LOSS) $ 30,151 $ (657 ) $ (49,688 ) $ (20,194 ) $ 29,479 $ — $ (41,882 ) $ (12,403 ) ________ (1) Other operating expenses includes salaries and benefits, cost of revenues for audio visual and general and administrative expenses. REIT Advisory amounts represent expenses for which there is a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses. (2) Other income (expense) primarily includes the realized gain (loss) on investment in unconsolidated entity, the unrealized gain (loss) on investment in unconsolidated entity, dividend income, the realized gain (loss) on investments and the unrealized gain (loss) on investments. For the year ended December 31, 2015, we operated in one business segment: asset and investment management, which included managing the day-to-day operations of Ashford Prime and its subsidiaries, Ashford Trust and its subsidiaries and the REHE Fund in conformity with each entity’s investment guidelines. Geographic Information The following table presents revenue by geographic area for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 78,420 $ 67,607 $ 58,981 Mexico 2,760 — — All other countries 393 — — $ 81,573 $ 67,607 $ 58,981 The following table presents furniture, fixtures and equipment, net by geographic area as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 United States $ 18,087 $ 12,044 Mexico 2,960 — All other countries 107 — $ 21,154 $ 12,044 |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk During the years ended December 31, 2017 , 2016 and 2015 , our advisory revenue was primarily derived from our advisory agreements with Ashford Trust and Ashford Prime. Further, OpenKey and Pure Rooms generated revenue through contracts with Ashford Trust OP and Ashford Prime OP, as summarized in the table below, stated as a percentage of the consolidated subsidiaries’ total revenues: Year Ended December 31, 2017 2016 2015 Percentage of total revenues from Ashford Trust OP and Ashford Prime OP (1) J&S (2) 2.2 % — % — % Pure Rooms 45.6 % — % — % OpenKey 28.4 % 9.1 % — % ________ (1) See note 17 for details regarding our related party transactions. (2) Represents percentage of revenues earned by J&S from customers at Ashford Trust and Ashford Prime hotels. See note 2 for the discussion of audio visual revenue recognition policy. As of December 31, 2017 , our operations include consolidated J&S net assets of $2.3 million and $399,000 located in Mexico and Dominican Republic, respectively. For discussion of revenues by geographic location see note 19 to our consolidated financial statements. 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 and U.S. government treasury bond holdings. Our counterparties are investment grade financial institutions. |
Selected Financial Quarterly Da
Selected Financial Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Financial Quarterly Data (Unaudited) | Selected Financial Quarterly Data (Unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2017 and 2016 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2017 Total revenue $ 13,013 $ 19,639 $ 19,255 $ 29,666 $ 81,573 Total operating expenses 15,149 18,221 21,595 37,130 92,095 Operating income (loss) $ (2,136 ) $ 1,418 $ (2,340 ) $ (7,464 ) $ (10,522 ) Net income (loss) $ (2,723 ) $ (7,231 ) $ (2,258 ) $ (7,982 ) $ (20,194 ) Net income (loss) attributable to the Company $ (2,385 ) $ (6,709 ) $ (1,856 ) $ (7,402 ) $ (18,352 ) Basic: Net income (loss) attributable to common stockholders per share (1) $ (1.18 ) $ (3.32 ) $ (0.92 ) $ (3.58 ) $ (9.04 ) Weighted average common shares outstanding - basic 2,015 2,019 2,022 2,069 2,031 Diluted: Net income (loss) attributable to common stockholders per share (1) $ (1.34 ) $ (3.85 ) $ (1.05 ) $ (3.72 ) $ (9.59 ) Weighted average common shares outstanding - diluted 2,046 2,265 2,054 2,118 2,067 First Second Third Fourth Full 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 ) Basic: Net income (loss) attributable to common stockholders per share (1) $ (0.86 ) $ (0.55 ) $ (0.14 ) $ 0.36 $ (1.19 ) Weighted average common shares outstanding - basic 2,008 2,011 2,014 2,014 2,012 Diluted: Net income (loss) attributable to common stockholders per share (1) $ (1.51 ) $ (0.71 ) $ (0.49 ) $ (0.25 ) $ (2.56 ) Weighted average common shares outstanding - diluted 2,218 2,048 2,262 2,267 2,209 _________________ (1) The sum of the basic and diluted income (loss) attributable to common stockholders per share for the four quarters in 2017 and 2016 may differ from the full year basic and diluted income (loss) attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 2, 2018, the Company issued 8,962 shares of common stock to the OpenKey redeemable noncontrolling interest holder in connection with the purchase of 519,647 shares of the outstanding membership interests in OpenKey, Inc. The common stock was issued pursuant to the exemption from the registration requirements under the Securities Act of 1933, as amended provided under Section 4(a)(2) thereunder. On January 8, 2018, we entered into an equity distribution agreement with B. Riley FBR, Inc., acting as sales agent (the “Equity Distribution Agreement”). Pursuant to the Equity Distribution Agreement, we may sell from time to time through the sales agent shares of our common stock having an aggregate offering price of up to $20.0 million . Sales of shares of our common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act. We will pay the sales agent a commission, which in each case shall not be more than 2.0% of the gross sales price of the shares of our common stock sold through the sales agent. As of December 31, 2017, no shares of our common stock have been sold under this program. On January 16, 2018, Ashford Inc. invested an additional $1.3 million in OpenKey. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guestrooms. See notes 1 , 2 , 13 , 14 and 17 to our consolidated financial statements. On January 16, 2018, the Company closed on the acquisition of certain assets related to RED Hospitality & Leisure LLC ("RED") for $970,000 cash, comprised of a $750,000 deposit paid on December 11, 2017, which is reflected on our consolidated balance sheet as “other assets” as of December 31, 2017, and an additional $220,000 paid on January 16, 2018. The Company owns an 80% interest in RED, a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. On February 27, 2018, our board of directors approved and adopted the Second Amended and Restated Bylaws of the Company, which contains a provision that requires stockholders to meet certain ownership thresholds to initiate claims on behalf of the Company or against the Company or one of its directors of officers. The new provision will be submitted to a binding advisory vote of the company’s stockholders at the company’s 2018 Annual Meeting of Stockholders with the intent that the new provision will be rescinded if not approved at such meeting. On March 1, 2018, the Company entered into a $35.0 million senior revolving credit facility with Bank of America, N.A. The credit facility provides for a three-year revolving line of credit and bears interest at a range of 3.0% to 3.50% over LIBOR, depending on the leverage level of the Company. There is a one-year extension option subject to the satisfaction of certain conditions. The new credit facility includes the opportunity to expand the borrowing capacity by up to $40.0 million to an aggregate size of $75.0 million . |
Significant Accounting Polici30
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements, 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 were investment companies and followed the accounting and reporting guidance in Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. 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. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires significant judgment. |
Unconsolidated VIEs | Unconsolidated VIEs —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. 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. We held an investment in an unconsolidated entity with a carrying value of $500,000 at both December 31, 2017 and 2016 , which we account for under the cost method of accounting as we do not exercise significant influence over the entity. No impairment of the investment was recorded during the years ended December 31, 2017 , 2016 and 2015 . Additionally, 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 advisors, 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 . |
Noncontrolling Interests | Noncontrolling Interests —The following tables present information about our noncontrolling interests, including those related to consolidated VIEs, as of December 31, 2017 and 2016 (in thousands): December 31, 2017 Ashford (2) J&S (4) Pure Rooms (5) OpenKey (6) Ashford Inc. ownership interest 99.80 % 85.00 % 70.00 % 43.90 % Redeemable noncontrolling interests (1) (3) 0.20 % 15.00 % — % 39.59 % Noncontrolling interests in consolidated entities — % — % 30.00 % 16.51 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 385 $ 2,522 $ — $ 2,204 Redemption value adjustment, year-to-date 224 — — 1,046 Redemption value adjustment, cumulative 358 — — 2,021 Carrying value of noncontrolling interests — 439 205 128 Assets, available only to settle subsidiary's obligations (7) n/a 36,951 1,865 1,403 Liabilities, no recourse to Ashford Inc. (8) n/a 21,821 1,652 889 Notes payable, no recourse to Ashford Inc. n/a 9,917 220 — Revolving credit facility, no recourse to Ashford Inc. n/a 814 100 — December 31, 2016 Ashford (2) J&S (4) Pure Rooms (5) OpenKey (6) Ashford Inc. ownership interest 99.80 % — % — % 40.06 % Redeemable noncontrolling interests (1) (3) 0.20 % — % — % 46.31 % Noncontrolling interests in consolidated entities 0 — % — % 13.63 % 100 % — % — % 100 % Carrying value of redeemable noncontrolling interests $ 179 $ — $ — $ 1,301 Redemption value adjustment, year-to-date (54 ) — — 1,000 Redemption value adjustment, cumulative 134 — — 975 Carrying value of noncontrolling interests — — — 96 Assets, available only to settle subsidiary's obligations (7) n/a — — 960 Liabilities, no recourse to Ashford Inc. (8) n/a — — 256 ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value. (2) Represents the 0.2% interest in Ashford LLC prior to the legal restructuring of our organizational structure on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter. (3) Redeemable noncontrolling interests in Ashford Holdings represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings or Ashford LLC as applicable and net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of these members’ interest. (4) Represents ownership interests in J&S, which we consolidate under the voting interest model. J&S provides audio visual products and services in the hospitality industry. See also notes 1 , 13 , 14 , and 22 . (5) Represents ownership interests in Pure Rooms, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Rooms provides “allergy friendly” premium rooms in the hospitality industry. See also notes 1 , 13 , 14 , and 22 . (6) Represents ownership interests in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1 , 13 , 14 , and 22 . (7) Total assets primarily consisted of cash and cash equivalents and other assets that can only be used to settle the subsidiaries obligations. (8) Liabilities consist primarily of accounts payable and accrued expenses for which creditors do not have recourse to Ashford Inc. In addition to the consolidated entity information above, noncontrolling interests in consolidated entities included noncontrolling ownership interests in Performance Holdco and AQUA of 40% and 0% as of December 31, 2017 , respectively, and 40% and 100% as of December 31, 2016 , respectively. As of December 31, 2017 and December 31, 2016 , the AQUA Fund held approximately $0 and $52.8 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, 2017 and December 31, 2016 , the AQUA Fund had liabilities of $0 and $93,000 , respectively, consisting primarily of liabilities associated with investments in securities for which creditors do not have recourse to Ashford Inc. The AQUA Fund was considered to be a VIE, as defined by authoritative accounting guidance. All major decisions related to the AQUA Fund that most significantly impacted 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 were subject to the approval of our wholly-owned subsidiary, AIM GP. As such, we consolidated the AQUA Fund. 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 was liquidated in accordance with the laws of the Cayman Islands. The balance of all limited partners' capital accounts in the AQUA U.S. Fund was distributed to limited partners in cash, and thereafter limited partners ceased to be a limited partner of the AQUA U.S. Fund. As of December 31, 2017, the AQUA U.S. Fund was fully dissolved. |
Acquisitions | Acquisitions — We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target's primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. If our investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill. |
Use of Estimates | Use of Estimates —The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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. We early adopted Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in “Recently Adopted Accounting Standards” below. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists primarily of receivables from customers of audio visual services. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is recorded based on management’s judgment regarding our ability to collect as well as the age of the receivables. Accounts receivable are written off when they are deemed uncollectible. |
Inventories | Inventories —Inventories consist primarily of audio visual equipment and related accessories and are carried at the lower of cost or market value using the first-in, first-out ("FIFO") valuation method. |
Furniture, Fixtures, and Equipment, net | Furniture, Fixtures and Equipment, net —We record furniture, fixtures and equipment at cost. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred. Assets are depreciated using the straight-line method over the estimated useful lives of the assets. |
Impairment of Furniture, Fixtures, and Equipment | Impairment of Furniture, Fixtures and Equipment —Furniture, fixtures and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the asset net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of assets, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Assets not yet placed into service are also reviewed for impairment whenever events or changes in circumstances indicate that all or a portion of the assets will not be placed into service. We recorded impairment charges of $1.1 million for the year ended December 31, 2017 offset by recognition of deferred income from reimbursable expenses related to capitalized software implementation costs. The impairment was recognized upon determination that a portion of the software will not be placed into service. See note 17 to our consolidated financial statements. No impairment charges were recorded for furniture, fixtures and equipment for the year ended December 31, 2016 . |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets —Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Indefinite-lived intangible assets primarily include trademark rights resulting from our acquisition of J&S. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and we proceed to step two of the impairment analysis. In step two of the analysis, we will record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise. We determine fair value based on discounted projected future operating cash flows using a discount rate that is commensurate with the risk inherent in our current business model. We determined that there was no goodwill impairment during our annual test as the fair value of our reporting units was in excess of the carrying values primarily due to the recency of the Pure Rooms and J&S acquisitions. We base our measurement of fair value of trademarks using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. No indicators of impairment were identified during our annual test or as of December 31, 2017 . |
Definite-Lived Intangible Assets | Definite-Lived Intangible Assets —Definite-lived intangible assets primarily include customer relationships resulting from our acquisition of J&S and Pure Rooms. These assets are amortized using the straight-line method over the estimated useful lives of the assets. We review the carrying amount of the assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value. No indicators of impairment were identified as of December 31, 2017 . |
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 fees and incentive fees. For Ashford Trust, 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 total market capitalization plus the Key Money Asset Management Fee, as defined in the respective advisory agreement, subject to certain minimums. Similarly, the Ashford Prime base fee is fixed at 0.70% of Ashford Prime’s total market capitalization plus the Key Money Asset Management Fee, as defined in the respective advisory agreement, 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 Trust and Ashford Prime 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.” Incentive advisory fees are measured annually in each year that Ashford Trust’s and/or Ashford Prime’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 advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition. Accordingly, incentive advisory fee revenue is recognized only when the amount earned is fixed and determinable and the FCCR Condition has been met. As incentive advisory fees are measured 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. Debt placement fees include revenues earned through provision of mortgage placement services by Lismore Capital, our wholly-owned subsidiary, and are recognized based on a stated percentage of the loan amount when services have been rendered. Audio visual revenue primarily consists of revenue generated by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers. We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee is fixed or determinable and collectability is reasonably assured. Revenue is recognized in the period in which services are provided pursuant to the terms of the contractual arrangements with our customers. We also evaluate whether it is appropriate to present (i) the gross amount that our customers pay for our services as revenue, and the related commissions paid to the venue as cost of revenue, or (ii) the net amount (gross revenue less the related commissions paid to the venue) as revenue. We are responsible for the delivery of the services, including providing the necessary labor and equipment to perform the services. We are subject to inventory risk, have latitude in establishing prices and selecting suppliers and, while in many cases the venue bills the end customer on our behalf, we bear the risk of collection from the customer. The venues’ commissions are not dependent on collections. As a result, our revenue is primarily reported on a gross basis. Cost of revenues for audio visual principally includes commissions paid to venues, direct labor costs, the cost of equipment sub-rentals, depreciation of rental pool equipment, amortization of signing bonuses, as well as other costs such as supplies, freight, travel and other overhead from our venue and customer facing operations and any losses on equipment disposal. Rental pool equipment for our audio visual services is depreciated over an estimated useful life of 5 years. Certain of our consolidated entities enter into multiple element arrangements with customers. For such arrangements, we determine whether each of the individual deliverables in the arrangement qualify as a separate unit of accounting, which requires that the deliverable have standalone value upon delivery. We allocate arrangement consideration to the separate units of accounting using the relative selling price method, in which allocation of consideration is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”), or if VSOE and TPE are not available, management’s best estimate of a standalone selling price for the units of accounting. We limit the amount of arrangement consideration to amounts that are fixed or determinable. The arrangement consideration is recognized as revenue as the deliverables are provided to the customer, which is either up front for deliverables that have standalone value upon delivery, or ratably over the period of delivery. |
Salaries and Benefits | Salaries and Benefits —Salaries and benefits are expensed as incurred. Salaries and benefits includes expense for equity grants of Ashford Trust and 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. 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 notes 2 and 16 to our consolidated financial statements. |
General and Administrative Expense | General and Administrative —General and administrative costs are expensed as incurred, and include advertising costs of $126,000 , $0 and $0 for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Depreciation | Depreciation and Amortization —Our furniture, fixtures and equipment are depreciated on a straight-line basis 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. Furniture and equipment are depreciated using the straight-line method over lives ranging from 3 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. Definite-lived intangible assets, which include customer relationships resulting from our acquisitions of J&S and Pure Rooms, are amortized using the straight-line method over the estimated useful lives of the assets. See note 4 to our consolidated financial statements. |
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 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 are 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. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) —Comprehensive income for the year ended December 31, 2017 consists of net income and foreign currency translation adjustments. The foreign currency translation adjustment represents the unrealized impact of translating the financial statements of the J&S operations in Mexico and the Dominican Republic from their respective functional currencies to U.S. dollars. This amount is not included in net income and would only be realized upon the sale or upon complete or substantially complete liquidation of the foreign businesses. The accumulated other comprehensive loss is presented on the consolidated balance sheet as of December 31, 2017. There were no sources of other comprehensive income (loss) in the years ended December 31, 2016 and 2015. |
Due to / from Affiliates | Due to Affiliates —Due to affiliates represents current payables resulting from general and administrative expense, furniture, fixtures and equipment reimbursements, and contingent consideration. Due to affiliates is generally settled within a period not exceeding one year. Due from Ashford Trust OP —Due from Ashford Trust OP represents current receivables related to advisory services fees, incentive fees, reimbursable expenses and service business expenses. Due from Ashford Trust OP 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 advisory services fees, incentive fees, reimbursable expenses and service business expenses. Due from Ashford Prime OP 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. See note 18 . |
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 consolidated statements of operations. See note 16 |
Income Taxes | Income Taxes — We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes and beginning in 2017 Mexico and Dominican Republic 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 consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. At December 31, 2017, we recorded a valuation allowance of $25.1 million to fully reserve our net deferred tax assets. At December 31, 2016, we recorded a valuation allowance of $6.1 million to partially reserve our net deferred tax assets. We have provided these allowances primarily because of operating losses incurred for each of the years for the three year period ending December 31, 2017. The losses represent significant negative evidence regarding the realizability of our deferred tax assets. Further, our legal entity restructuring on April 6, 2017 and the Tax Cuts and Jobs Act enacted on December 22, 2017 eliminated our ability to carry back future net operating losses against taxable income from prior periods, which is additional negative evidence regarding the reliability of our deferred tax assets. The “Income Taxes” topic of the FASB ’s Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities, and beginning in 2017 in Mexico and the Dominican Republic. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —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. ASU 2016-07 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. The adoption of ASU 2016-07 did not have a material impact on our consolidated financial statements or 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. ASU 2016-09 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, ASU 2016-09 increases the tax withholding requirements threshold to qualify for equity classification. ASU 2016-09 also clarifies that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. ASU 2016-09 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. We have adopted this standard effective January 1, 2017, and the adoption of this standard did not have a material impact on our financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows for all periods presented. As a result, net cash provided by operating activities increased $4.1 million in the year ended December 31, 2016 and $2.3 million for the year ended December 31, 2015. Our beginning-of-period cash, cash equivalents and restricted cash increased $9.8 million and $5.7 million in 2017 and 2016, respectively. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. 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. The standard permits the use of either the full retrospective or cumulative effect (modified retrospective) transition method. The Company intends to adopt the above standards using the modified retrospective approach for the quarter ending March 31, 2018. Upon adoption of ASU 2014-09, the Company does not expect to record any adjustment to the consolidated financial statements on January 1, 2018. However, the Company expects the recognition of incentive advisory fees, which are a form of variable consideration, to be (i) deferred until such fees are probable of not being subject to significant reversal, and (ii) tied to a performance obligation in the contract with the customer so that revenue recognition depicts the transfer of the related advisory services to the customer. Accordingly, the Company will no longer record incentive advisory fee revenue in interim periods prior to the fourth quarter of the year in which the incentive fee is measured. There is no impact to our incentive advisory fee revenue recognition on an annual basis. The Company expects that this could impact its revenues in future interim periods, but we are unable to estimate the impact because future incentive advisory fees are calculated based on future changes in total stockholder return of our REIT clients compared to the total stockholder return of their respective peer group. We do not expect any material changes in revenue recognition for audio visual, investment management reimbursements, debt placement fees, lease revenue or other services revenue. The Company is in the process of evaluating the disclosure requirements under these standards and implementing controls to support these new disclosure requirements. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price; and (v) assess a valuation allowance on deferred tax assets related to unrealized losses of 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. In February 2018, the FASB issued ASU 2018-03, as technical corrections and improvements to amend and clarify certain aspects of the guidance issued in ASU 2016-01. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018.We do not expect that the above standards will have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record 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 consolidated financial statements, with certain practical expedients available. The accounting for leases where we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of any future minimum rentals due under noncancelable leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 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. ASU 2016-13 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 consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - Debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. In 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 consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, ASU 2017-04 clarifies that an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are evaluating the impact that ASU 2017-04 will have on our consolidated financial statements and related disclosures. |
Significant Accounting Polici31
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Noncontrolling Interests | The following tables present information about our noncontrolling interests, including those related to consolidated VIEs, as of December 31, 2017 and 2016 (in thousands): December 31, 2017 Ashford (2) J&S (4) Pure Rooms (5) OpenKey (6) Ashford Inc. ownership interest 99.80 % 85.00 % 70.00 % 43.90 % Redeemable noncontrolling interests (1) (3) 0.20 % 15.00 % — % 39.59 % Noncontrolling interests in consolidated entities — % — % 30.00 % 16.51 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 385 $ 2,522 $ — $ 2,204 Redemption value adjustment, year-to-date 224 — — 1,046 Redemption value adjustment, cumulative 358 — — 2,021 Carrying value of noncontrolling interests — 439 205 128 Assets, available only to settle subsidiary's obligations (7) n/a 36,951 1,865 1,403 Liabilities, no recourse to Ashford Inc. (8) n/a 21,821 1,652 889 Notes payable, no recourse to Ashford Inc. n/a 9,917 220 — Revolving credit facility, no recourse to Ashford Inc. n/a 814 100 — December 31, 2016 Ashford (2) J&S (4) Pure Rooms (5) OpenKey (6) Ashford Inc. ownership interest 99.80 % — % — % 40.06 % Redeemable noncontrolling interests (1) (3) 0.20 % — % — % 46.31 % Noncontrolling interests in consolidated entities 0 — % — % 13.63 % 100 % — % — % 100 % Carrying value of redeemable noncontrolling interests $ 179 $ — $ — $ 1,301 Redemption value adjustment, year-to-date (54 ) — — 1,000 Redemption value adjustment, cumulative 134 — — 975 Carrying value of noncontrolling interests — — — 96 Assets, available only to settle subsidiary's obligations (7) n/a — — 960 Liabilities, no recourse to Ashford Inc. (8) n/a — — 256 ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value. (2) Represents the 0.2% interest in Ashford LLC prior to the legal restructuring of our organizational structure on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter. (3) Redeemable noncontrolling interests in Ashford Holdings represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings or Ashford LLC as applicable and net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of these members’ interest. (4) Represents ownership interests in J&S, which we consolidate under the voting interest model. J&S provides audio visual products and services in the hospitality industry. See also notes 1 , 13 , 14 , and 22 . (5) Represents ownership interests in Pure Rooms, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Rooms provides “allergy friendly” premium rooms in the hospitality industry. See also notes 1 , 13 , 14 , and 22 . (6) Represents ownership interests in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1 , 13 , 14 , and 22 . (7) Total assets primarily consisted of cash and cash equivalents and other assets that can only be used to settle the subsidiaries obligations. (8) Liabilities consist primarily of accounts payable and accrued expenses for which creditors do not have recourse to Ashford Inc. |
Furniture, Fixtures and Equip32
Furniture, Fixtures and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Rental pool equipment $ 7,711 $ — Furniture, fixtures and equipment 7,862 6,549 Leasehold improvements 804 537 Computer software 8,626 7,125 Total cost 25,003 14,211 Accumulated depreciation (3,849 ) (2,167 ) Furniture, fixtures and equipment, net $ 21,154 $ 12,044 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The fair value of the purchase price and preliminary allocation of the purchase price is as follows (in thousands): Cash $ 9,176 Term loan 10,000 Fair value of Ashford Inc. common stock 5,063 Fair value of contingent consideration 1,196 Purchase price consideration 25,435 Fair value of redeemable noncontrolling interest 2,724 Fair value of noncontrolling interest 324 Total fair value of purchase price $ 28,483 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Fair Value Estimated Useful Life Current assets including cash $ 6,664 Furniture, fixtures and equipment 9,020 5 years Goodwill 12,165 Trademarks 3,201 Customer relationships 6,519 7 years Other assets 129 Total assets acquired 37,698 Current liabilities 7,024 Notes payable, current 445 Deferred income 1,213 Note payable, non-current 533 Total assumed liabilities 9,215 Net assets acquired $ 28,483 The fair value of the equity consideration of $425,000 is allocated as follows (in thousands): Fair Value Estimated Useful Life Cash $ 129 Furniture, fixtures and equipment 170 3 years Customer relationships 175 5 years Goodwill 782 Total assets acquired 1,256 Line of credit 100 Note payable 375 Other assumed liabilities, net 356 Total assumed liabilities 831 Net assets acquired $ 425 |
Pro Forma Information | The following table reflects the unaudited pro forma results of operations as if the J&S and Pure Rooms acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2016, and the removal of $1.0 million and $170,000 of transaction costs directly attributable to the acquisitions for the year s ended December 31, 2017 and December 31, 2016, respectively (in thousands): Year Ended December 31, 2017 2016 Total revenue $ 138,638 $ 131,547 Net income (loss) (19,213 ) (12,120 ) Net income (loss) attributable to common stockholders (17,489 ) (2,089 ) Pro forma income (loss) per share: Basic $ (8.37 ) $ (1.00 ) Diluted $ (8.88 ) $ (2.35 ) Weighted average common shares outstanding (in thousands): Basic 2,090 2,082 Diluted 2,120 2,279 |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the year ended December 31, 2017, are as follows (in thousands): J&S Corporate and Other Consolidated Balance at the beginning of year $ — $ — $ — Changes in goodwill: Additions (1) 12,165 782 12,947 Balance at the end of year $ 12,165 $ 782 $ 12,947 ________ (1) Corporate and Other additions reflect the goodwill acquired as a result of the acquisition of Pure Rooms. |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net as of December 31, 2017, are as follows (in thousands): Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Rooms customer relationships $ 175 $ (26 ) $ 149 J&S customer relationships 6,519 (156 ) 6,363 $ 6,694 $ (182 ) $ 6,512 Indefinite-lived intangible assets: J&S trademarks $ 3,201 $ 3,201 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net as of December 31, 2017, are as follows (in thousands): Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Rooms customer relationships $ 175 $ (26 ) $ 149 J&S customer relationships 6,519 (156 ) 6,363 $ 6,694 $ (182 ) $ 6,512 Indefinite-lived intangible assets: J&S trademarks $ 3,201 $ 3,201 |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable, net consisted of the following (in thousands): Indebtedness Subsidiary Maturity Interest Rate December 31, 2017 December 31, 2016 Term loan J&S November 2022 One-Month LIBOR (2) + 3.25% $ 9,917 $ — Revolving credit facility J&S November 2022 One-Month LIBOR (2) + 3.25% 814 — Capital lease obligations (see note 7) J&S Various Various - fixed 896 — Revolving credit facility Pure Rooms On demand Prime Rate (1) + 1.00% 100 — Term loan Pure Rooms October 1, 2018 5.00% 220 — Total notes payable 11,947 — Less deferred loan costs, net (240 ) — Total notes payable less net deferred loan costs 11,707 Less current portion (1,751 ) — $ 9,956 $ — __________________ (1) Prime Rate was 4.50% at December 31, 2017 . (2) One-month LIBOR rate was 1.56% at December 31, 2017 . |
Schedule of Maturities of Long-term Debt | Excluding capital lease obligations (see note 7) and interest, maturities of our long-term debt for each of the next five years and thereafter are as follows (in thousands): 2018 $ 1,320 2019 1,000 2020 1,000 2021 1,000 2022 6,731 Thereafter — $ 11,051 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2017, future minimum lease payments on capital and operating leases were as follows (in thousands): Capital Leases Operating Leases 2018 $ 467 $ 1,118 2019 387 991 2020 88 729 2021 16 571 2022 — 436 Thereafter — 1,607 Total minimum lease payments 958 5,452 Imputed interest (62 ) — Present value of minimum lease payments $ 896 $ 5,452 |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2017, future minimum lease payments on capital and operating leases were as follows (in thousands): Capital Leases Operating Leases 2018 $ 467 $ 1,118 2019 387 991 2020 88 729 2021 16 571 2022 — 436 Thereafter — 1,607 Total minimum lease payments 958 5,452 Imputed interest (62 ) — Present value of minimum lease payments $ 896 $ 5,452 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) Significant Unobservable Inputs (Level 3) Total December 31, 2017 Liabilities Non-derivative liabilities: Contingent consideration $ — $ — $ (2,262 ) $ (2,262 ) (1) Deferred compensation plan (19,259 ) — — (19,259 ) Total (19,259 ) — (2,262 ) (21,521 ) Net $ (19,259 ) $ — $ (2,262 ) $ (21,521 ) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2016 Assets Derivative assets: Options on futures contracts $ 91 $ — $ — $ 91 Total 91 $ — — 91 (2) Liabilities Non-derivative liabilities: Deferred compensation plan (9,078 ) — — (9,078 ) Total (9,078 ) — — (9,078 ) Net $ (8,987 ) $ — $ — $ (8,987 ) __________________ (1) Reported as “due to affiliates” in the consolidated balance sheets. (2) Reported as “investments in securities” in the consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents our rollforward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance December 31, 2016 $ — Acquisition (1,196 ) Gains (losses) included in earnings (1,066 ) (2) Dispositions and settlements — Transfers into/out of Level 3 — Balance December 31, 2017 $ (2,262 ) (3) __________________ (1) Ashford Inc.’s contingent consideration associated with the acquisition of J&S is carried at fair value in the consolidated balance sheets. The fair value of our contingent consideration liability was estimated using significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement. The significant inputs in the Level 3 measurement included the timing and amount of the ultimate payout based on our estimate of J&S operating performance during the earn-out period, calculated in accordance with the agreement, and the risk adjusted discount rate used to discount the future payment. (2) Calculated as the change in fair value of the contingent consideration associated with the acquisition of J&S and reported as “other” operating expense in the consolidated statements of operations. (3) Reported as “due to affiliates” in the consolidated 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 consolidated statements of operations (in thousands): Gain (Loss) Recognized Year Ended December 31, 2017 2016 2015 Assets Derivative assets: Equity put options $ — $ (2,829 ) $ (7,218 ) Equity call options — 1,961 (680 ) Options on futures contracts (91 ) (228 ) (275 ) Non-derivative assets: Equity - American Depositary Receipt — — 89 Equity securities — (7,213 ) (10,564 ) U.S. treasury securities — 479 (331 ) Total (91 ) (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 Contingent consideration (1,066 ) — — Deferred compensation plan (10,410 ) 2,127 8,608 Total (11,476 ) 2,170 19,987 Net $ (11,567 ) $ (5,660 ) $ 1,008 Total combined Unrealized gain (loss) on investments $ 203 $ 2,326 $ (2,490 ) Realized gain (loss) on investments (294 ) (10,113 ) (5,110 ) Contingent consideration (1,066 ) (2) — — Deferred compensation plan (10,410 ) (1) 2,127 (1) 8,608 (1) Net $ (11,567 ) $ (5,660 ) $ 1,008 ________ (1) Reported as a component of salaries and benefits in the consolidated statements of operations. (2) Represents contingent consideration associated with the acquisition of J&S. Reported as a component of other operating expense in the consolidated statements of operations. |
Summary of Fair Value of Fina38
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Investments in securities $ — $ — $ 91 $ 91 Financial liabilities measured at fair value: Deferred compensation plan $ 19,259 $ 19,259 $ 9,078 $ 9,078 Contingent consideration 2,262 2,262 — — Financial assets not measured at fair value: Cash and cash equivalents $ 36,480 $ 36,480 $ 84,091 $ 84,091 Restricted cash 9,076 9,076 9,752 9,752 Accounts receivable, net 5,127 5,127 16 16 Due from Ashford Trust OP 13,346 13,346 12,179 12,179 Due from Ashford Prime OP 1,738 1,738 3,817 3,817 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 20,529 $ 20,529 $ 11,601 $ 11,601 Due to affiliates 4,272 4,272 933 933 Due to Ashford Prime OP from AQUA U.S. Fund — — 2,289 2,289 Other liabilities 9,076 9,076 9,752 9,752 Notes payable 11,947 12,040 — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the income tax benefit at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2017 2016 2015 Income tax benefit at federal statutory income tax rate of 35% $ 3,665 $ 4,068 $ 3,492 State income tax expense, net of federal income tax benefit (388 ) (180 ) (54 ) Income passed through to common unit holders and noncontrolling interests (2 ) (2,985 ) (3,799 ) Permanent differences (201 ) (1,410 ) (3,293 ) Valuation allowance (12,725 ) (407 ) 1,563 Effect of the Tax Cuts and Jobs Act (303 ) — — Other 231 134 25 Total income tax (expense) benefit $ (9,723 ) $ (780 ) $ (2,066 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (3,305 ) $ (2,578 ) $ (5,958 ) Foreign (47 ) — — State (369 ) (277 ) (350 ) Total current (3,721 ) (2,855 ) (6,308 ) Deferred: Federal (5,854 ) 2,023 4,140 Foreign — — — State (148 ) 52 102 Total deferred (6,002 ) 2,075 4,242 Total income tax (expense) benefit $ (9,723 ) $ (780 ) $ (2,066 ) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2017 and 2016 , our net deferred tax asset (liability) and related valuation allowance on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2017 2016 Prepaid expenses $ (218 ) $ (383 ) Investments in unconsolidated entities and joint ventures 12,529 119 Capitalized acquisition costs 1,652 2,116 Deferred compensation 4,285 3,258 Accrued expenses 851 3,065 Equity-based compensation 3,877 3,940 Furniture fixtures and equipment (643 ) (788 ) Intangibles 860 182 Deferred revenue 629 214 Net operating loss 1,265 363 Deferred tax asset 25,087 12,086 Valuation allowance (25,087 ) (6,084 ) Net deferred tax asset $ — $ 6,002 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Income (Loss) Allocated to Noncontrolling Interest from Consolidated Entities | The following table summarizes the (income) loss allocated to noncontrolling interests for each of our consolidated entities (in thousands): Year Ended December 31, 2017 2016 2015 (Income) loss allocated to noncontrolling interests: J&S $ (49 ) $ — $ — Pure Rooms 38 — — OpenKey (1) 515 849 — Other (2) (146 ) 8,011 10,852 Total net (income) loss allocated to noncontrolling interests $ 358 $ 8,860 $ 10,852 ________ (1) The 2016 loss allocated to the noncontrolling interest in OpenKey represents the period from the March 8, 2016 conversion of our notes receivable through December 31, 2016. (2) Represents noncontrolling interests primarily in the AQUA Fund, which was fully dissolved as of December 31, 2017 . |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Units outstanding at beginning of year 4 5 5 Units redeemed for cash (1) — (1 ) — Units outstanding at end of year 4 4 5 Units convertible/redeemable at end of year 4 4 5 __________________ (1) During the years ended December 31, 2017 , 2016 , and 2015 , membership interest units with aggregate fair values at redemption of $0 , $18,000 and $0 , respectively, were redeemed by the holder and, at our election, we paid cash to satisfy the redemption price. |
Redeemable Noncontrolling Interest | The following table summarizes the net (income) loss allocated to our redeemable noncontrolling interests (in thousands). See note 2 to our consolidated financial statements for tables summarizing the redeemable noncontrolling ownership interests and carrying values: Year Ended December 31, 2017 2016 2015 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings (1) $ 19 $ 4 $ 2 J&S 136 (2) — — OpenKey 1,329 1,143 (3) — Total net (income) loss allocated to redeemable noncontrolling interests $ 1,484 $ 1,147 $ 2 ________ (1) Represents the 0.2% interest in Ashford LLC prior to the legal restructuring of our organizational structure on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter. (2) For the period from the November 1, 2017 acquisition of J&S through December 31, 2017, net loss of $136,000 was allocated to the redeemable noncontrolling interest in the J&S subsidiary common stock. See note 2 for tables summarizing the redeemable noncontrolling ownership interests and carrying values. (3) For the period from the March 8, 2016 conversion of our notes receivable from OpenKey through December 31, 2016, net loss of $1.1 million was allocated to the redeemable noncontrolling interest in the OpenKey subsidiary common stock. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 , are presented below by award type (in thousands): Year Ended December 31, 2017 2016 2015 Equity-based compensation Stock option amortization (1) $ 7,535 $ 5,884 $ 3,856 Director equity grants expense (2) 250 250 250 Pre-spin equity grants expense (3) 684 5,439 11,503 Total equity-based compensation (4) $ 8,469 $ 11,573 $ 15,609 Other equity-based compensation REIT equity-based compensation (5) $ 9,394 $ 12,243 6,311 $ 17,863 $ 23,816 $ 21,920 ________ (1) See Stock Options discussion below. As of December 31, 2017 , the Company had approximately $10.4 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.3 years . During the years ended December 31, 2017 , 2016 and 2015 , stock option amortization included $39,000 , $61,000 and $0 of amortization 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. We recognized the equity-based compensation expense related to these assumed Ashford Trust equity grants through the April 2017 final vesting date. As of December 31, 2017 , these equity grants were fully vested. See Restricted Stock discussion below. (4) Additionally, $2,000 , $10,000 and $10,000 of equity-based compensation associated with employees of an affiliate was included in “general and administrative” expense for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , these equity grants were fully vested. See note 17 . (5) 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 17 . |
Schedule of Stock Options, Valuation Assumptions | The weighted average assumptions used to value grant options are detailed below: Year Ended December 31, 2017 2016 2015 Weighted-average grant date fair value $ 25.29 $ 22.91 n/a Weighted average assumptions used: Expected volatility 34.9 % 50.0 % n/a Expected term (in years) 6.5 6.5 n/a Risk-free interest rate 2.01 % 1.5 % n/a 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, 2015 300 $ 85.97 7.95 $ 2,409 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 9.38 — Outstanding, December 31, 2016 639 $ 64.53 7.70 $ — Granted 334 57.61 10.00 11,837 Exercised — — — — Forfeited, canceled or expired (1 ) 50.15 9.22 (80 ) Outstanding, December 31, 2017 972 $ 62.17 7.67 $ 29,974 Options exercisable at December 31, 2017 300 $ 85.97 4.95 $ 2,109 |
Summary of Restricted Stock Activity | Restricted Stock —A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2017 2016 2015 Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Price Per Share at Grant Restricted Shares Weighted Average Outstanding at beginning of year 1 $ 56.20 3 $ 56.20 5 $ 56.20 Restricted shares granted (1) 5 52.89 5 45.09 3 93.92 Restricted shares vested (6 ) 53.64 (7 ) 47.48 (5 ) 75.42 Restricted shares forfeited — — — — — — Outstanding at end of year — $ — 1 $ 56.20 3 $ 56.20 |
Employee Benefit Plans 1 (Table
Employee Benefit Plans 1 (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Plan | The following table summarizes the DCP activity (in thousands): Year Ended December 31, 2017 2016 2015 Change in fair value Unrealized gain (loss) $ (10,410 ) $ 2,127 $ 8,608 Distributions Fair value (1) $ 229 $ — $ 142 Shares (1) 3 — 2 ________ (1) Distributions made to one participant. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the revenues and expenses related to Ashford Trust OP (in thousands): Year Ended December 31, 2017 2016 2015 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 34,724 $ 34,700 $ 33,833 Reimbursable expenses (1) 7,600 6,054 6,617 Equity-based compensation (2) 11,077 8,429 2,720 Incentive advisory fee (3) 1,809 1,809 — Total advisory services revenue 55,210 50,992 43,170 Other revenue Investment management reimbursements (4) 1,976 — — Debt placement fees (5) 913 — — Non-advisory expense reimbursements — — 195 Lease revenue (6) 558 — — Other services (7) 997 4 — Total other revenue 4,444 4 195 Total revenue $ 59,654 $ 50,996 $ 43,365 REVENUE BY SEGMENT (8) REIT advisory $ 58,657 $ 50,992 $ 43,365 J&S (9) — — — Corporate and other (7) 997 4 — Total revenue $ 59,654 $ 50,996 43,365 COST OF REVENUES Cost of audio visual revenues (9) $ 90 $ — $ — ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. During the years ended December 31, 2017 , 2016 , and 2015 , we recognized $1.7 million , $0 , and $0 , respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software, as discussed in note 2 to our consolidated financial statements, in the amount of $1.1 million for the year ended December 31, 2017. (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 advisory fee includes the second and first year installments of the 2016 incentive advisory fee in the amount of $1.8 million for each of the years ended December 31, 2017 and 2016 , respectively, for which the payment was due January of the subsequent year subject to meeting the FCCR Condition at December 31 of each year, as defined in our advisory agreement with Ashford Trust. No incentive fee was earned for the 2017 and 2015 measurement periods. (4) Investment management reimbursements include AIM’s management of Ashford Trust’s excess cash under the Investment Management Agreement. AIM is not compensated for its services but is reimbursed for all costs and expenses. (5) Debt placement fees include revenues earned through provision of mortgage placement services by Lismore Capital, our wholly-owned subsidiary. (6) In connection with our key money transaction with Ashford Trust, we lease furniture, fixtures and equipment to Ashford Trust 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. (7) Other services revenue is associated with other hotel services, such as “allergy friendly” premium rooms and mobile key applications, provided to Ashford Trust by our consolidated subsidiaries, Pure Rooms and OpenKey, respectively. (8) See note 19 for discussion of segment reporting. (9) J&S contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, are recognized in cost of audio visual revenues in our consolidated statements of operations. See note 2 for discussion of the audio visual revenue recognition policy. The following table summarizes amounts due from Ashford Prime OP to each of our consolidated entities (in thousands): December 31, 2017 December 31, 2016 Pure Rooms $ 50 $ — OpenKey 6 — The following table summarizes amounts due from Ashford Trust OP to each of our consolidated entities (in thousands): December 31, 2017 December 31, 2016 J&S $ 62 $ — Pure Rooms 302 — OpenKey 25 4 The following table summarizes the revenues related to Ashford Prime OP (in thousands): Year Ended December 31, 2017 2016 2015 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,799 $ 8,343 $ 8,648 Reimbursable expenses (1) 2,105 2,805 1,863 Equity-based compensation (2) (1,683 ) 3,814 3,591 Incentive advisory fee (3) 1,274 1,274 1,274 Other advisory revenue (4) 277 — — Total advisory services revenue 10,772 16,236 15,376 Other revenue Debt placement fees (5) 224 — — Lease revenue (6) 335 335 99 Other services (7) 41 — — Total other revenue 600 335 99 Total revenue $ 11,372 $ 16,571 $ 15,475 REVENUE BY SEGMENT (8) REIT advisory $ 11,331 $ 16,571 $ 15,475 J&S (9) — — — Corporate and other (8) 41 — — Total revenue $ 11,372 $ 16,571 $ 15,475 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. During the years ended December 31, 2017 , 2016 , and 2015 , we recognized $126,000 , $0 , and $0 , respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software in the amount of $1.1 million for the year ended December 31, 2017, as discussed in note 2 . (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 advisory fee includes the third, second and first year installments of the 2015 incentive advisory fee in the amount of $1.3 million for each of the years ended December 31, 2017 , 2016 , and 2015 , respectively, for which the payment was due January of the subsequent year subject to meeting the FCCR Condition at December 31 of each year, as defined in our advisory agreement with Ashford Prime. No incentive fee was earned for the 2017 and 2015 measurement periods. (4) In connection with our Fourth Amended and Restated Ashford Prime Advisory Agreement, a $5.0 million cash payment was made by Ashford Prime upon approval by Ashford Prime’s stockholders, which will be recognized over the 10 -year initial term. (5) Debt placement fees include revenues earned through provision of mortgage placement services by Lismore Capital, our wholly-owned subsidiary. (6) 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. (7) Other services revenue is associated with other hotel services, such as “Allergy friendly” premium rooms and mobile key applications, provided to Ashford Prime by our consolidated subsidiaries, Pure Rooms and OpenKey, respectively. (8) See note 19 for discussion of segment reporting. (9) J&S contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, are recognized in cost of audio visual revenues in our consolidated statements of operations. See note 2 for discussion of the audio visual revenue recognition policy. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (18,352 ) $ (2,396 ) $ (1,190 ) Undistributed net income (loss) allocated to common stockholders (18,352 ) (2,396 ) (1,190 ) Distributed and undistributed net income (loss) - basic (18,352 ) (2,396 ) (1,190 ) Effect of deferred compensation plan — (2,127 ) (8,608 ) Effect of contingently issuable shares $ (1,465 ) $ (1,143 ) $ — Distributed and undistributed net loss - diluted $ (19,817 ) $ (5,666 ) $ (9,798 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,031 2,012 1,991 Effect of deferred compensation plan shares — 158 212 Effect of contingently issuable shares 36 39 — Weighted average common shares outstanding – diluted 2,067 2,209 2,203 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (9.04 ) $ (1.19 ) $ (0.60 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (9.59 ) $ (2.56 ) $ (4.45 ) |
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, 2017 2016 2015 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ (19 ) $ (4 ) $ (2 ) Total $ (19 ) $ (4 ) $ (2 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares — 1 3 Effect of assumed exercise of stock options 34 — 1 Effect of assumed conversion of Ashford Holdings units 4 4 5 Total 38 5 9 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Certain information concerning our segments for the years ended December 31, 2017 , and 2016 is presented in the following table (in thousands). Consolidated subsidiaries are reflected as of the acquisition date or as of the date we were determined to be the primary beneficiary of variable interest entities. Year Ended December 31, 2017 Year Ended December 31, 2016 REIT Advisory J&S Corporate and Other Ashford Inc. Consolidated REIT Advisory J&S Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 65,982 $ — $ — $ 65,982 $ 67,228 $ — $ — $ 67,228 Audio visual — 9,186 — 9,186 — — — — Other 4,006 — 2,399 6,405 335 — 44 379 Total revenue 69,988 9,186 2,399 81,573 67,563 — 44 67,607 EXPENSES Depreciation and amortization 1,373 319 835 2,527 298 — 876 1,174 Impairment 1,041 — 31 1,072 — — — — Other operating expenses (1) 19,099 9,655 59,742 88,496 21,102 — 47,788 68,890 Total expenses 21,513 9,974 60,608 92,095 21,400 — 48,664 70,064 OPERATING INCOME (LOSS) 48,475 (788 ) (58,209 ) (10,522 ) 46,163 — (48,620 ) (2,457 ) Interest expense — (68 ) (15 ) (83 ) — — — — Amortization of loan costs — (6 ) (33 ) (39 ) — — — — Interest income — — 244 244 — — 73 73 Other income (expense) (2) — (47 ) (24 ) (71 ) — — (9,239 ) (9,239 ) INCOME (LOSS) BEFORE INCOME TAXES 48,475 (909 ) (58,037 ) (10,471 ) 46,163 — (57,786 ) (11,623 ) Income tax (expense) benefit (18,324 ) 252 8,349 (9,723 ) (16,684 ) — 15,904 (780 ) NET INCOME (LOSS) $ 30,151 $ (657 ) $ (49,688 ) $ (20,194 ) $ 29,479 $ — $ (41,882 ) $ (12,403 ) ________ (1) Other operating expenses includes salaries and benefits, cost of revenues for audio visual and general and administrative expenses. REIT Advisory amounts represent expenses for which there is a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses. (2) Other income (expense) primarily includes the realized gain (loss) on investment in unconsolidated entity, the unrealized gain (loss) on investment in unconsolidated entity, dividend income, the realized gain (loss) on investments and the unrealized gain (loss) on investments. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table presents revenue by geographic area for the years ended December 31, 2017 , 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 78,420 $ 67,607 $ 58,981 Mexico 2,760 — — All other countries 393 — — $ 81,573 $ 67,607 $ 58,981 The following table presents furniture, fixtures and equipment, net by geographic area as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 United States $ 18,087 $ 12,044 Mexico 2,960 — All other countries 107 — $ 21,154 $ 12,044 |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk | Further, OpenKey and Pure Rooms generated revenue through contracts with Ashford Trust OP and Ashford Prime OP, as summarized in the table below, stated as a percentage of the consolidated subsidiaries’ total revenues: Year Ended December 31, 2017 2016 2015 Percentage of total revenues from Ashford Trust OP and Ashford Prime OP (1) J&S (2) 2.2 % — % — % Pure Rooms 45.6 % — % — % OpenKey 28.4 % 9.1 % — % ________ (1) See note 17 for details regarding our related party transactions. (2) Represents percentage of revenues earned by J&S from customers at Ashford Trust and Ashford Prime hotels. See note 2 for the discussion of audio visual revenue recognition policy. |
Selected Financial Quarterly 48
Selected Financial Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of the quarterly results of operations | The following is a summary of the quarterly results of operations for the years ended December 31, 2017 and 2016 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2017 Total revenue $ 13,013 $ 19,639 $ 19,255 $ 29,666 $ 81,573 Total operating expenses 15,149 18,221 21,595 37,130 92,095 Operating income (loss) $ (2,136 ) $ 1,418 $ (2,340 ) $ (7,464 ) $ (10,522 ) Net income (loss) $ (2,723 ) $ (7,231 ) $ (2,258 ) $ (7,982 ) $ (20,194 ) Net income (loss) attributable to the Company $ (2,385 ) $ (6,709 ) $ (1,856 ) $ (7,402 ) $ (18,352 ) Basic: Net income (loss) attributable to common stockholders per share (1) $ (1.18 ) $ (3.32 ) $ (0.92 ) $ (3.58 ) $ (9.04 ) Weighted average common shares outstanding - basic 2,015 2,019 2,022 2,069 2,031 Diluted: Net income (loss) attributable to common stockholders per share (1) $ (1.34 ) $ (3.85 ) $ (1.05 ) $ (3.72 ) $ (9.59 ) Weighted average common shares outstanding - diluted 2,046 2,265 2,054 2,118 2,067 First Second Third Fourth Full 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 ) Basic: Net income (loss) attributable to common stockholders per share (1) $ (0.86 ) $ (0.55 ) $ (0.14 ) $ 0.36 $ (1.19 ) Weighted average common shares outstanding - basic 2,008 2,011 2,014 2,014 2,012 Diluted: Net income (loss) attributable to common stockholders per share (1) $ (1.51 ) $ (0.71 ) $ (0.49 ) $ (0.25 ) $ (2.56 ) Weighted average common shares outstanding - diluted 2,218 2,048 2,262 2,267 2,209 _________________ (1) The sum of the basic and diluted income (loss) attributable to common stockholders per share for the four quarters in 2017 and 2016 may differ from the full year basic and diluted income (loss) attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Organization and Description 49
Organization and Description of Business (Details) - USD ($) shares in Thousands, $ in Thousands | Nov. 01, 2017 | Apr. 06, 2017 | Dec. 31, 2017 | Jan. 16, 2018 | Dec. 11, 2017 |
Pure Rooms [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Voting interests acquired | 70.00% | ||||
Fair value of net assets and liabilities | $ (532) | ||||
Equity consideration | $ 425 | ||||
Pure Rooms [Member] | Series A Units [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest percentage | 30.00% | ||||
Equity consideration | $ 42 | ||||
Pure Rooms [Member] | Series B-1 Units [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest percentage | 100.00% | ||||
Equity consideration | $ 181 | ||||
Pure Rooms [Member] | Series B-2 Units [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest percentage | 50.00% | ||||
Equity consideration | $ 202 | ||||
J&S [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Voting interests acquired | 85.00% | ||||
Consideration transfered | $ 25,500 | ||||
Consideration transferred | 25,435 | ||||
Equity consideration | $ 5,063 | ||||
RED Hospitality & Leisure LLC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Asset purchase deposit | $ 750 | ||||
RED Hospitality & Leisure LLC [Member] | Subsequent Event [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Voting interests acquired | 80.00% | ||||
Minimum [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Investment management fee percent | 1.50% | ||||
Maximum [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Investment management fee percent | 2.00% | ||||
AIM GP Investment [Member] | AIM General Partner, LLC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Equity method investment, ownership percentage | 0.01% | ||||
Performance Holdco Investment [Member] | AIM General Partner, LLC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Equity method investment, ownership percentage | 60.00% | ||||
Ashford Trust, Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Ashford Trust ownership of Ashford Inc. common stock (in shares) | 598 | ||||
Equity method investment, ownership percentage | 28.60% | ||||
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% | ||||
AIM GP [Member] | AQUA Fund [Member] | Minimum [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Performance allocation percentage | 15.00% | ||||
AIM GP [Member] | AQUA Fund [Member] | Maximum [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Performance allocation percentage | 20.00% | ||||
Ashford Prime, Inc. [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Ashford Trust ownership of Ashford Inc. common stock (in shares) | 195 | ||||
Equity method investment, ownership percentage | 9.30% |
Significant Accounting Polici50
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 01, 2017 | Apr. 06, 2017 | Jun. 30, 2016 | Mar. 08, 2016 | May 31, 2015 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | ||||||||||
Carrying value of redeemable noncontrolling interests | $ 5,111,000 | $ 1,480,000 | ||||||||
Redemption value adjustment, year-to-date | (1,270,000) | (936,000) | $ 182,000 | |||||||
Carrying value of noncontrolling interests | 772,000 | 52,772,000 | ||||||||
Total notes payable | 11,947,000 | 0 | ||||||||
Assets | 114,810,000 | 129,797,000 | ||||||||
Liabilities | 78,742,000 | 38,168,000 | ||||||||
Investments in unconsolidated entities | 500,000 | 500,000 | ||||||||
Impairment of cost method investments | 0 | 0 | ||||||||
Impairment | $ 0 | 1,072,000 | 0 | 0 | ||||||
Advertising costs | $ 126,000 | 0 | 0 | |||||||
Deferral of compensation percentage maximum | 100.00% | |||||||||
Valuation allowance | $ 25,087,000 | 6,084,000 | ||||||||
Net cash provided by (used in) operating activities | 19,415,000 | 84,858,000 | 24,801,000 | |||||||
Restricted cash | $ 9,076,000 | 9,752,000 | 5,684,000 | $ 3,337,000 | ||||||
Accounting Standards Update 2016-18 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Net cash provided by (used in) operating activities | 4,100,000 | $ 2,300,000 | ||||||||
Net Asset Value Investment 1 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
NAV investments | $ 0 | $ 5,000,000 | ||||||||
NAV ownership percentage | 2.00% | |||||||||
NAV redemption amount | $ 1,400,000 | |||||||||
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 | 3 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 | |||||||||
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 | |||||||||
Ashford Prime OP [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Advisory services, quarterly base fee | 0.70% | |||||||||
Medium-term Notes [Member] | Term Loan due 2022 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | 0 | $ 0 | ||||||||
Notes Payable to Banks [Member] | Term Loan Due October 2018 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | 0 | |||||||||
Revolving Credit Facility [Member] | Facility due 2022 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | 0 | |||||||||
Revolving Credit Facility [Member] | Facility due On Demand [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | $ 0 | |||||||||
Ashford LLC [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Ownership interest | 99.80% | 99.80% | ||||||||
Redeemable noncontrolling interests | 0.20% | 0.20% | ||||||||
Noncontrolling ownership interest | 0.00% | 0.00% | ||||||||
Noncontrolling interest, ownership total | 100.00% | 100.00% | ||||||||
Carrying value of redeemable noncontrolling interests | $ 385,000 | $ 179,000 | ||||||||
Redemption value adjustment, year-to-date | 224,000 | (54,000) | ||||||||
Redemption value adjustment, cumulative | 358,000 | 134,000 | ||||||||
Carrying value of noncontrolling interests | $ 0 | $ 0 | ||||||||
J&S [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Ownership interest | 85.00% | 0.00% | ||||||||
Redeemable noncontrolling interests | 15.00% | 0.00% | ||||||||
Noncontrolling ownership interest | 0.00% | 0.00% | ||||||||
Noncontrolling interest, ownership total | 100.00% | 0.00% | ||||||||
Carrying value of redeemable noncontrolling interests | $ 2,522,000 | $ 0 | ||||||||
Redemption value adjustment, year-to-date | 0 | 0 | ||||||||
Redemption value adjustment, cumulative | 0 | 0 | ||||||||
Carrying value of noncontrolling interests | 439,000 | 0 | ||||||||
Assets, available only to settle subsidiary's obligations | 36,951,000 | 0 | ||||||||
Liabilities, no recourse to Ashford Inc. | 21,821,000 | $ 0 | ||||||||
J&S [Member] | Medium-term Notes [Member] | Term Loan due 2022 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | 9,917,000 | |||||||||
J&S [Member] | Revolving Credit Facility [Member] | Facility due 2022 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | $ 814,000 | |||||||||
Pure Rooms [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Ownership interest | 70.00% | 0.00% | ||||||||
Redeemable noncontrolling interests | 0.00% | 0.00% | ||||||||
Noncontrolling ownership interest | 30.00% | 0.00% | ||||||||
Noncontrolling interest, ownership total | 100.00% | 0.00% | ||||||||
Carrying value of redeemable noncontrolling interests | $ 0 | $ 0 | ||||||||
Redemption value adjustment, year-to-date | 0 | 0 | ||||||||
Redemption value adjustment, cumulative | 0 | 0 | ||||||||
Carrying value of noncontrolling interests | 205,000 | 0 | ||||||||
Assets, available only to settle subsidiary's obligations | 1,865,000 | 0 | ||||||||
Liabilities, no recourse to Ashford Inc. | 1,652,000 | $ 0 | ||||||||
Pure Rooms [Member] | Notes Payable to Banks [Member] | Term Loan Due October 2018 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | 220,000 | |||||||||
Pure Rooms [Member] | Revolving Credit Facility [Member] | Facility due On Demand [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | $ 100,000 | |||||||||
OpenKey [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Ownership interest | 43.90% | 40.06% | ||||||||
Redeemable noncontrolling interests | 39.59% | 46.31% | ||||||||
Noncontrolling ownership interest | 16.51% | 13.63% | 100.00% | |||||||
Noncontrolling interest, ownership total | 100.00% | 100.00% | ||||||||
Carrying value of redeemable noncontrolling interests | $ 2,204,000 | $ 1,301,000 | ||||||||
Redemption value adjustment, year-to-date | 1,046,000 | 1,000,000 | ||||||||
Redemption value adjustment, cumulative | 2,021,000 | 975,000 | ||||||||
Carrying value of noncontrolling interests | 128,000 | 96,000 | ||||||||
Assets, available only to settle subsidiary's obligations | 1,403,000 | 960,000 | ||||||||
Liabilities, no recourse to Ashford Inc. | 889,000 | $ 256,000 | ||||||||
Total notes payable | 0 | |||||||||
OpenKey [Member] | Revolving Credit Facility [Member] | Facility due October 2018 [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Total notes payable | $ 0 | |||||||||
Ashford Holdings [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Noncontrolling ownership interest | 0.20% | |||||||||
Performance Holdco Investment [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Noncontrolling ownership interest | 40.00% | |||||||||
AQUA Fund [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Noncontrolling ownership interest | 0.00% | 100.00% | ||||||||
Assets | $ 0 | $ 52,800,000 | ||||||||
Liabilities | $ 0 | $ 93,000 | ||||||||
AIM [Member] | ||||||||||
Noncontrolling Interest [Line Items] | ||||||||||
Noncontrolling ownership interest | 40.00% |
Furniture, Fixtures and Equip51
Furniture, Fixtures and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 25,003 | $ 14,211 | |
Accumulated depreciation | (3,849) | (2,167) | |
Furniture, fixtures and equipment, net | 21,154 | 12,044 | |
Depreciation expense | 2,300 | ||
Depreciation and amortization | 2,527 | 1,174 | $ 799 |
Computer software with not yet amortized | 4,700 | 5,500 | |
Rental pool equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 7,711 | 0 | |
Depreciation expense | 411 | ||
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 7,862 | 6,549 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 804 | 537 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 8,626 | $ 7,125 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2017 | Apr. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
J&S and Pure Rooms [Member] | ||||
Business Acquisition [Line Items] | ||||
Non-recurring transaction costs | $ 1,000 | $ 170 | ||
J&S [Member] | ||||
Business Acquisition [Line Items] | ||||
Voting interests acquired | 85.00% | |||
Consideration transferred | $ 25,435 | |||
Cash and cash on hand from loan | 19,200 | |||
Cash | 9,176 | |||
Term loan | $ 10,000 | |||
Equity interest issued (in shares) | 70,318 | |||
Equity interest issued, value assigned | $ 4,300 | |||
Term to determine share price | 30 days | |||
Share price (in dollars per share) | $ 60.44 | |||
Equity consideration | $ 5,063 | |||
Contingent consideration | 1,196 | |||
Fair value of Ashford Inc. common stock | 5,063 | |||
Goodwill expected tax deductible | $ 9,900 | |||
Revenue included in results since acquisition date | 9,200 | |||
Net loss included in results since acquisition date | 657 | |||
Pure Rooms [Member] | ||||
Business Acquisition [Line Items] | ||||
Voting interests acquired | 70.00% | |||
Cash | $ 97 | |||
Fair value of net assets and liabilities | (532) | |||
Equity consideration | 425 | |||
Goodwill expected tax deductible | 547 | |||
Revenue included in results since acquisition date | 2,100 | |||
Net loss included in results since acquisition date | (78) | |||
Pure Rooms [Member] | Series A Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity consideration | $ 42 | |||
Noncontrolling interest percentage | 30.00% | |||
Pure Rooms [Member] | Series B-1 Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity consideration | $ 181 | |||
Noncontrolling interest percentage | 100.00% | |||
Pure Rooms [Member] | Series B-2 Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity consideration | $ 202 | |||
Equity interests redeemed | $ 200 | |||
Noncontrolling interest percentage | 50.00% |
Acquisitions - Schedules (Detai
Acquisitions - Schedules (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 01, 2017 | Apr. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 12,947 | $ 0 | ||
J&S and Pure Rooms [Member] | ||||
Pro Forma Financial Results | ||||
Total revenue | 138,638 | 131,547 | ||
Net income (loss) | (19,213) | (12,120) | ||
Net income (loss) attributable to common stockholders | $ (17,489) | $ (2,089) | ||
Pro forma income per share: Basic (in dollars per share) | $ (8.37) | $ (1) | ||
Pro forma income per share: Diluted (in dollars per share) | $ (8.88) | $ (2.35) | ||
Weighted average common shares outstanding: Basic (in shares) | 2,090 | 2,082 | ||
Weighted average common shares outstanding: Diluted (in shares) | 2,120 | 2,279 | ||
J&S [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 9,176 | |||
Term loan | 10,000 | |||
Equity consideration | 5,063 | |||
Consideration transfered | 25,500 | |||
Fair value of Ashford Inc. common stock | 5,063 | |||
Contingent consideration | 1,196 | |||
Purchase price | 25,435 | |||
Fair value of redeemable noncontrolling interest | 2,724 | |||
Fair value of noncontrolling interest | 324 | |||
Interest in acquiree | 28,483 | |||
Current assets including cash | 6,664 | |||
Furniture, fixtures and equipment | 9,020 | |||
Goodwill | 12,165 | |||
Trademarks | 3,201 | |||
Customer relationships | 6,519 | |||
Other assets | 129 | |||
Total assets acquired | 37,698 | |||
Current liabilities | 7,024 | |||
Notes payable, current | 445 | |||
Deferred income | 1,213 | |||
Note payable, non-current | 533 | |||
Total assumed liabilities | 9,215 | |||
Total assumed liabilities, net of assets acquired | $ 28,483 | |||
J&S [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Useful Life | 5 years | |||
J&S [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Useful Life | 7 years | |||
Pure Rooms [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 97 | |||
Equity consideration | 425 | |||
Cash | 129 | |||
Goodwill | 782 | |||
Total assets acquired | 1,256 | |||
Other assumed liabilities, net | 356 | |||
Total assumed liabilities | 831 | |||
Total assumed liabilities, net of assets acquired | 425 | |||
Pure Rooms [Member] | Medium-term Notes [Member] | ||||
Business Acquisition [Line Items] | ||||
Notes payable, current | 375 | |||
Pure Rooms [Member] | Line of Credit [Member] | ||||
Business Acquisition [Line Items] | ||||
Notes payable, current | 100 | |||
Pure Rooms [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Business Acquisition [Line Items] | ||||
Furniture, fixtures and equipment | $ 170 | |||
Estimated Useful Life | 3 years | |||
Pure Rooms [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Furniture, fixtures and equipment | $ 175 | |||
Estimated Useful Life | 5 years |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets, net - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance at the beginning of year | $ 0 |
Additions | 12,947 |
Balance at the end of year | 12,947 |
Operating Segments [Member] | J&S [Member] | |
Goodwill [Roll Forward] | |
Balance at the beginning of year | 0 |
Additions | 12,165 |
Balance at the end of year | 12,165 |
Corporate and Other [Member] | |
Goodwill [Roll Forward] | |
Balance at the beginning of year | 0 |
Additions | 782 |
Balance at the end of year | $ 782 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets, net - Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Indefinite-lived intangible assets: | $ 3,201 |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 6,694 |
Accumulated Amortization | (182) |
Net Carrying Amount | 6,512 |
Trademarks [Member] | J&S [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Indefinite-lived intangible assets: | 3,201 |
Customer Relationships [Member] | Pure Rooms [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 175 |
Accumulated Amortization | (26) |
Net Carrying Amount | 149 |
Customer Relationships [Member] | J&S [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 6,519 |
Accumulated Amortization | (156) |
Net Carrying Amount | $ 6,363 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets, net - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expense | $ 182 |
2,018 | 1,000 |
2,019 | 1,000 |
2,020 | 1,000 |
2,021 | 1,000 |
2,022 | $ 1,000 |
Customer Relationships [Member] | Pure Rooms [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Customer Relationships [Member] | J&S [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 7 years |
Notes Payable, net - Debt Sched
Notes Payable, net - Debt Schedule (Details) - USD ($) | Nov. 01, 2017 | Apr. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Total notes payable | $ 11,947,000 | $ 0 | ||
Capital lease obligations | 896,000 | 0 | ||
Less deferred loan costs, net | 240,000 | 0 | ||
Total notes payable less net deferred loan costs | 11,707,000 | |||
Less current portion | (1,751,000) | 0 | ||
Noncurrent portion | $ 9,956,000 | 0 | ||
Revolving Credit Facility [Member] | Facility due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total notes payable | 0 | |||
Revolving Credit Facility [Member] | Facility due 2022 [Member] | One-Month LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Revolving Credit Facility [Member] | Facility due On Demand [Member] | ||||
Debt Instrument [Line Items] | ||||
Total notes payable | 0 | |||
Revolving Credit Facility [Member] | Facility due On Demand [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | 1.00% | ||
Medium-term Notes [Member] | Term Loan due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total notes payable | $ 0 | 0 | ||
Medium-term Notes [Member] | Term Loan due 2022 [Member] | One-Month LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Medium-term Notes [Member] | Term Loan due 2022 [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Notes Payable to Banks [Member] | Term Loan Due October 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.00% | 5.00% | ||
Total notes payable | $ 0 |
Notes Payable, net - Narrative
Notes Payable, net - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands | Nov. 01, 2017 | Apr. 13, 2017 | Apr. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 231,000 | |||||
Total notes payable | 11,947,000 | $ 0 | ||||
Payments on revolving credit facilities | 924,000 | 0 | $ 0 | |||
OpenKey [Member] | Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term of warrant | 10 years | |||||
Number of warrants (in shares) | 28 | |||||
Exercise price (in dollars per share) | $ 1.61 | |||||
Fair value of warrants | $ 28,000 | |||||
Interest Rate Cap [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, notional amount | $ 5,000,000 | |||||
Strike rate | 4.00% | |||||
Medium-term Notes [Member] | J&S Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 10,000,000 | |||||
Medium-term Notes [Member] | Term Loan due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 2,000,000 | |||||
Total notes payable | 0 | 0 | ||||
Medium-term Notes [Member] | Equipment Note due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 3,000,000 | |||||
Notes Payable to Banks [Member] | Term Loan Due October 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 375,000 | |||||
Interest rate | 5.00% | 5.00% | ||||
Total notes payable | 0 | |||||
Revolving Credit Facility [Member] | J&S Facility due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 3,000,000 | |||||
Total notes payable | 1,700,000 | |||||
Payments on revolving credit facilities | 924,000 | |||||
Remaining borrowing capacity | $ 2,200,000 | |||||
Revolving Credit Facility [Member] | Facility due On Demand [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000 | |||||
Total notes payable | $ 0 | |||||
Line of Credit [Member] | OpenKey [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,500,000 | |||||
Total notes payable | $ 0 | |||||
Prime Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reference rate | 4.50% | |||||
Prime Rate [Member] | Medium-term Notes [Member] | Term Loan due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
Prime Rate [Member] | Revolving Credit Facility [Member] | Facility due On Demand [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | 1.00% | ||||
Prime Rate [Member] | Line of Credit [Member] | OpenKey [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
One-Month LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reference rate | 1.56% | |||||
One-Month LIBOR [Member] | Medium-term Notes [Member] | J&S Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
One-Month LIBOR [Member] | Medium-term Notes [Member] | J&S Facility due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
One-Month LIBOR [Member] | Medium-term Notes [Member] | Term Loan due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% |
Notes Payable, net - Maturities
Notes Payable, net - Maturities of Debt (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 1,320 |
2,019 | 1,000 |
2,020 | 1,000 |
2,021 | 1,000 |
2,022 | 6,731 |
Thereafter | 0 |
Long-term Debt | $ 11,051 |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Capital Leases | $ 835 | |
Rental expense | 307 | |
Capital Leases | ||
2,018 | 467 | |
2,019 | 387 | |
2,020 | 88 | |
2,021 | 16 | |
2,022 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 958 | |
Imputed interest | (62) | |
Present value of minimum lease payments | 896 | $ 0 |
Operating Leases | ||
2,018 | 1,118 | |
2,019 | 991 | |
2,020 | 729 | |
2,021 | 571 | |
2,022 | 436 | |
Thereafter | 1,607 | |
Total minimum lease payments | $ 5,452 |
Derivative Contracts (Details)
Derivative Contracts (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)derivative_instrument | |
Not Designated as Hedging Instrument [Member] | Eurodollar Future [Member] | ||
Derivative [Line Items] | ||
Cost of options | $ | $ 0 | $ 94,000 |
AQUA Fund [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Open option contracts | derivative_instrument | 8,000 | |
Derivative, notional amount | $ | $ 0 | |
AQUA Fund [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Open option contracts | derivative_instrument | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | $ (91) | $ (7,830) | $ (18,979) |
Liabilities, gain (loss) recognized in income | (11,476) | 2,170 | 19,987 |
Unrealized gain (loss) on investments | 203 | 2,326 | (2,490) |
Realized gain (loss) on investments | (294) | (10,113) | (5,110) |
Gain (loss) included in income | (11,567) | (5,660) | 1,008 |
Equity - American Depositary Receipt [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Liabilities, gain (loss) recognized in income | 0 | 0 | (300) |
Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Liabilities, gain (loss) recognized in income | 0 | (160) | 396 |
Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Liabilities, gain (loss) recognized in income | (1,066) | 0 | 0 |
Deferred Compensation Plan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Liabilities, gain (loss) recognized in income | (10,410) | 2,127 | 8,608 |
Equity - American Depositary Receipt [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | 0 | 0 | 89 |
Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | 0 | (7,213) | (10,564) |
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 | 0 | 479 | (331) |
Put Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | 0 | (2,829) | (7,218) |
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 | 0 | 2,147 | 7,139 |
Call Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | 0 | 1,961 | (680) |
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 | 0 | (1,944) | 4,144 |
Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |||
Assets, gain (loss) recognized in income | (91) | (228) | $ (275) |
Fair Value, Measurements, Recurring [Member] | |||
Derivative assets: | |||
Options on futures contracts | 91 | ||
Total | 91 | ||
Non-derivative liabilities: | |||
Contingent consideration | (2,262) | ||
Deferred compensation plan | (19,259) | (9,078) | |
Total | (21,521) | (9,078) | |
Net | (21,521) | (8,987) | |
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | |||
Derivative assets: | |||
Options on futures contracts | 91 | ||
Total | 91 | ||
Non-derivative liabilities: | |||
Contingent consideration | 0 | ||
Deferred compensation plan | (19,259) | (9,078) | |
Total | (19,259) | (9,078) | |
Net | (19,259) | (8,987) | |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | |||
Derivative assets: | |||
Options on futures contracts | 0 | ||
Total | 0 | ||
Non-derivative liabilities: | |||
Contingent consideration | 0 | ||
Deferred compensation plan | 0 | 0 | |
Total | 0 | 0 | |
Net | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) | |||
Derivative assets: | |||
Options on futures contracts | 0 | ||
Total | 0 | ||
Non-derivative liabilities: | |||
Contingent consideration | (2,262) | ||
Deferred compensation plan | 0 | 0 | |
Total | (2,262) | 0 | |
Net | $ (2,262) | $ 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 (Details) - Contingent Consideration [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Contingent Consideration Liability | |
Balance December 31, 2016 | $ 0 |
Acquisition | (1,196) |
Gains (losses) included in earnings | (1,066) |
Dispositions and settlements | 0 |
Transfers into/out of Level 3 | 0 |
Balance December 31, 2017 | $ (2,262) |
Summary of Fair Value of Fina64
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Financial assets measured at fair value: | ||||
Investments in securities, Carrying value | $ 0 | $ 91 | ||
Investments in securities, Fair value | 0 | 91 | ||
Liabilities associated with investments in securities | ||||
Contingent consideration, Carrying value | 2,262 | 0 | ||
Contingent consideration, Fair Value | 2,262 | 0 | ||
Deferred compensation plan, Carrying value | 19,259 | 9,078 | ||
Deferred compensation plan, Fair value | 19,259 | 9,078 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 36,480 | 84,091 | $ 50,272 | $ 29,597 |
Cash and cash equivalents, Fair value | 36,480 | 84,091 | ||
Restricted Cash, Carrying Value | 9,076 | 9,752 | $ 5,684 | $ 3,337 |
Restricted cash, Fair value | 9,076 | 9,752 | ||
Receivables, Carrying value | 5,127 | 16 | ||
Receivables, Fair value | 5,127 | 16 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 20,529 | 11,601 | ||
Accounts payable and accrued expenses, Fair value | 20,529 | 11,601 | ||
Other liabilities, Carrying value | 9,076 | 9,752 | ||
Other liabilities, Fair value | 9,076 | 9,752 | ||
Notes payable, carrying value | 11,947 | 0 | ||
Notes payable, Fair value | $ 12,040 | 0 | ||
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 | $ 4,272 | 933 | ||
Due to affiliates, Fair value | 4,272 | 933 | ||
Affiliated Entity [Member] | Ashford Trust OP [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | 13,346 | 12,179 | ||
Due from related parties, Fair Value | 13,346 | 12,179 | ||
Affiliated Entity [Member] | Ashford Prime OP [Member] | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | 1,738 | 3,817 | ||
Due from related parties, Fair Value | 1,738 | 3,817 | ||
Financial liabilities not measured at fair value: | ||||
Due to affiliates, Carrying value | 0 | 2,289 | ||
Due to affiliates, Fair value | $ 0 | $ 2,289 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Nov. 16, 2016 | |
Campbell v. Bennett et al., Case No. 11796 [Member] | ||
Loss Contingencies [Line Items] | ||
Payments for legal settlements | $ 150 | |
Maximum term for payment after closing of case | 5 days | |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory income tax rate of 35% | $ 3,665 | $ 4,068 | $ 3,492 |
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State income tax expense, net of federal income tax benefit | $ (388) | $ (180) | $ (54) |
Income passed through to common unit holders and noncontrolling interests | (2) | (2,985) | (3,799) |
Permanent differences | (201) | (1,410) | (3,293) |
Valuation allowance | (12,725) | (407) | 1,563 |
Effect of the Tax Cuts and Jobs Act | (303) | 0 | 0 |
Other | 231 | 134 | 25 |
Total income tax (expense) benefit | $ (9,723) | $ (780) | $ (2,066) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ (3,305) | $ (2,578) | $ (5,958) |
Foreign | (47) | 0 | 0 |
State | (369) | (277) | (350) |
Total current | (3,721) | (2,855) | (6,308) |
Deferred: | |||
Federal | (5,854) | 2,023 | 4,140 |
Foreign | 0 | 0 | 0 |
State | (148) | 52 | 102 |
Total deferred | (6,002) | 2,075 | 4,242 |
Total income tax (expense) benefit | $ (9,723) | $ (780) | $ (2,066) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Prepaid expenses | $ (218) | $ (383) |
Investments in unconsolidated entities and joint ventures | 12,529 | 119 |
Capitalized acquisition costs | 1,652 | 2,116 |
Deferred compensation | 4,285 | 3,258 |
Accrued expenses | 851 | 3,065 |
Equity-based compensation | 3,877 | 3,940 |
Furniture fixtures and equipment | (643) | (788) |
Deferred tax asset | 860 | 182 |
Deferred revenue | 629 | 214 |
Net operating loss | 1,265 | 363 |
Deferred tax asset | 25,087 | 12,086 |
Valuation allowance | (25,087) | (6,084) |
Net deferred tax asset | $ 0 | $ 6,002 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax interest and penalties expense | $ 1 | $ 2 | $ 1 |
Operating loss carryforwards | 5,900 | ||
Tax act, expense recorded | 303 | ||
Valuation allowance | $ 25,087 | $ 6,084 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | Nov. 27, 2014shares | Dec. 31, 2017USD ($)vote$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) |
Class of Stock [Line Items] | ||||
Capital stock authorized (in shares) | 200,000,000 | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
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 | |||
(Income) loss allocated to noncontrolling interests: | $ | $ 358 | $ 8,860 | $ 10,852 | |
J&S [Member] | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | $ | (49) | 0 | 0 | |
Pure Rooms [Member] | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | $ | 38 | 0 | 0 | |
OpenKey [Member] | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | $ | 515 | 849 | 0 | |
Other [Member] | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | $ | $ (146) | $ 8,011 | $ 10,852 | |
Rights [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred share dividend (in shares) | 1 | |||
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 | ||
Blank Check Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 50,000,000 | |||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) shares in Thousands | 10 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2016USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares | Nov. 01, 2017 | Apr. 06, 2017 | Mar. 08, 2016 | Nov. 12, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Term of redemption | 1 year | ||||||||
Special distribution, maximum percentage of shares available for conversion for unitholders | 99.00% | ||||||||
Units exchanged (in shares) | shares | 356 | ||||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ | $ 1,484,000 | $ 1,147,000 | $ 2,000 | ||||||
Activity of Member Interest | |||||||||
Units outstanding at beginning of year (in shares) | shares | 4 | 5 | 5 | ||||||
Units redeemed for cash (in shares) | shares | 0 | (1) | 0 | ||||||
Units outstanding at end of year (in shares) | shares | 4 | 4 | 4 | 5 | 5 | ||||
Units convertible/redeemable at end of year (in shares) | shares | 4 | 4 | 4 | 5 | |||||
Ashford Trust, Inc [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 | ||||||||
Redeemable Noncontrolling Interests | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Redemption of noncontrolling interest | $ | $ 0 | $ 18,000 | $ 0 | ||||||
J&S [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Voting interests acquired | 85.00% | ||||||||
Ashford Holdings [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling ownership interest | 0.20% | ||||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ | $ 19,000 | $ 4,000 | 2,000 | ||||||
J&S [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling ownership interest | 0.00% | 0.00% | 0.00% | ||||||
Ownership interest | 0.00% | 85.00% | 0.00% | ||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ | $ (136,000) | $ 0 | 0 | ||||||
Activity of Member Interest | |||||||||
Redeemable noncontrolling interests | 0.00% | 15.00% | 0.00% | ||||||
OpenKey [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling ownership interest | 13.63% | 16.51% | 13.63% | 100.00% | |||||
Ownership interest | 40.06% | 43.90% | 40.06% | ||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ | $ 1,100,000 | $ (1,329,000) | $ (1,143,000) | $ 0 | |||||
Activity of Member Interest | |||||||||
Redeemable noncontrolling interests | 46.31% | 39.59% | 46.31% | ||||||
OpenKey [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling ownership interest | 49.28% | ||||||||
Ownership interest | 38.49% | ||||||||
Ashford LLC [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling ownership interest | 0.00% | 0.00% | 0.00% | ||||||
Ownership interest | 99.80% | 99.80% | 99.80% | ||||||
Activity of Member Interest | |||||||||
Redeemable noncontrolling interests | 0.20% | 0.20% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | $ 17,863 | $ 23,816 | $ 21,920 | ||
Restricted Stock, Weighted Average Price Per Share at Grant | |||||
Unrecognized compensation expense, stock options | 10,400 | ||||
Equity-based compensation | 8,469 | 11,573 | 15,609 | ||
Affiliated Entity [Member] | General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | 2 | 10 | 10 | ||
Noncontrolling Interests in Consolidated Entities | |||||
Restricted Stock, Weighted Average Price Per Share at Grant | |||||
Equity-based compensation | 39 | 61 | 0 | ||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | 7,535 | 5,884 | $ 3,856 | ||
Options granted fair value | $ 8,500 | $ 7,800 | |||
Vesting period | 3 years | ||||
Expiration period | 10 years | ||||
Weighted average assumptions used: | |||||
Weighted-average grant date fair value (in dollars per share) | $ 25.29 | $ 22.91 | |||
Expected volatility | 34.90% | 50.00% | |||
Expected term | 6 years 6 months | 6 years 6 months | |||
Risk-free interest rate | 2.00% | 1.50% | |||
Expected dividend yield | 0.00% | 0.00% | |||
Options | |||||
Outstanding, beginning balance (in shares) | 639,000 | 300,000 | 300,000 | ||
Granted (in shares) | 334,000 | 340,000 | 0 | ||
Exercised (in shares) | 0 | 0 | 0 | ||
Forfeited, canceled or expired (in shares) | (1,000) | (1,000) | 0 | ||
Outstanding, ending balance (in shares) | 972,000 | 639,000 | 300,000 | 300,000 | |
Options, Weighted Average Exercise Price | |||||
Outstanding, beginning balance (in shares) | $ 64.53 | $ 85.97 | $ 85.97 | ||
Granted (in dollars per share) | 57.61 | 45.59 | 0 | ||
Exercised (in dollars per share) | 0 | 0 | 0 | ||
Forfeited, canceled or expired (in dollars per share) | 50.15 | 45.59 | 0 | ||
Outstanding, ending balance (in shares) | $ 62.17 | $ 64.53 | $ 85.97 | $ 85.97 | |
Options, Additional Disclosures | |||||
Exercisable at end of period (in shares) | 300,000 | ||||
Exercisable at end of period (in dollars per share) | $ 85.97 | ||||
Outstanding, Weighted Average Contractual Term | 7 years 8 months 1 day | 7 years 256 days | 6 years 11 months 12 days | 7 years 11 months 12 days | |
Granted, Weighted Average Remaining Contractual Term | 10 years | 10 years | 0 years | ||
Exercised, Weighted Average Remaining Contractual Term | 0 years | 0 years | 0 years | ||
Forfeited, canceled, or expired, Weighted Average Remaining Contractual Term | 9 years 2 months 19 days | 9 years 4 months 17 days | 0 years | ||
Exercisable, Weighted Average Contractual Term | 4 years 11 months 12 days | ||||
Outstanding, begging balance, Aggregate Intrinsic Value of In-the Money Options | $ 0 | $ 0 | $ 2,409 | ||
Granted, Aggregate Intrinsic Value of In-the Money Options | 11,837 | 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 | (80) | 0 | 0 | ||
Outstanding, ending balance, Aggregate Intrinsic Value of In-the Money Options | 29,974 | 0 | 0 | $ 2,409 | |
Exercisable at end of period, Aggregate Intrinsic Value of In-the Money Options | $ 2,109 | ||||
Restricted Stock, Weighted Average Price Per Share at Grant | |||||
Period for recognition | 1 year 3 months 17 days | ||||
Stock Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | $ 8,469 | $ 11,573 | $ 15,609 | ||
Restricted Stock [Member] | |||||
Restricted Shares | |||||
Outstanding at beginning of year (in shares) | 1,000 | 3,000 | 5,000 | ||
Restricted shares granted (in shares) | 5,000 | 5,000 | 3,000 | ||
Restricted shares vested (in shares) | (6,000) | (7,000) | (5,000) | ||
Restricted shares forfeited (in shares) | 0 | 0 | 0 | ||
Outstanding at end of year (in shares) | 0 | 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 | $ 56.20 | ||
Restricted shares granted (in dollars per share) | 52.89 | 45.09 | 93.92 | ||
Restricted shares vested (in dollars per share) | 53.64 | 47.48 | 75.42 | ||
Restricted shares forfeited (in dollars per share) | 0 | 0 | 0 | ||
Outstanding at end of year (in dollars per share) | $ 0 | $ 56.20 | $ 56.20 | $ 56.20 | |
Restricted stock fair value | $ 2,900 | ||||
2014 Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized to grant (in shares) | 1,082,261 | ||||
Shares available for future issuance (in shares) | 93,539 | ||||
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) | 491,571 | ||||
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 | $ 684 | $ 5,439 | $ 11,503 | ||
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 | 9,394 | 12,243 | 6,311 | ||
Director Equity Grants [Member] | Stock Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | $ 250 | $ 250 | $ 250 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) shares in Thousands, $ in Thousands | Jan. 15, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Deferral of compensation percentage maximum | 100.00% | |||
Liabilities, gain (loss) recognized in income | $ (11,476) | $ 2,170 | $ 19,987 | |
Distribution from deferred compensation plan | $ 229 | $ 0 | $ 142 | |
Deferred compensation plan distribution (in shares) | 3 | 0 | 2 | |
Deferred compensation plan, Carrying value | $ 19,259 | $ 9,078 | ||
Incentive awards program, payment period after measurement | 45 days | |||
Incentive liabilities | 487 | 287 | ||
Salaries and benefits expense (income) | 200 | (25) | $ 385 | |
Incentive distribution | $ 0 | 73 | 0 | |
Percentage of Employee's contributions | 5.00% | |||
Maximum vesting term | 6 years | |||
Deferred Compensation Plan [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Liabilities, gain (loss) recognized in income | $ (10,410) | 2,127 | 8,608 | |
Minimum [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Incentive awards program, return multiplier | 100.00% | |||
Employee's qualified age | 18 years | |||
Employee period of service | 0 months | |||
Percentage of Company contributions | 0.00% | |||
Maximum [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Incentive awards program, return multiplier | 300.00% | |||
Employee's qualified age | 21 years | |||
Employee period of service | 3 months | |||
Percentage of Company contributions | 25.00% | |||
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 | $ 304 | $ 341 | $ 222 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 24, 2017USD ($)term | Jun. 11, 2015USD ($)acquisitionroomshares | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | Jun. 21, 2017USD ($) | Mar. 08, 2016 | Sep. 14, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||
Impairment | $ 0 | $ 1,072,000 | $ 0 | $ 0 | |||||
Advisory services | 65,982,000 | 67,228,000 | 58,546,000 | ||||||
Other | 6,405,000 | 379,000 | 435,000 | ||||||
Key money | $ 6,000,000 | ||||||||
Number of businesses acquired | acquisition | 2 | ||||||||
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% | ||||||||
Cost of revenues for audio visual | 7,757,000 | 0 | 0 | ||||||
Rental expense | 307,000 | ||||||||
Lease Revenue [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 893,000 | 335,000 | 99,000 | ||||||
Ashford Trust, Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Key money | $ 4,000,000 | ||||||||
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 | ||||||||
Remington [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reimbursements | $ 4,500,000 | ||||||||
Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to affiliates | $ 4,272,000 | 933,000 | |||||||
Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services, quarterly base fee | 0.50% | ||||||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000,000 | ||||||||
Advisory agreement, percent of termination fee required in escrow | 50.00% | ||||||||
Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services, quarterly base fee | 0.70% | ||||||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000,000 | ||||||||
Advisory agreement, percent of termination fee required in escrow | 100.00% | ||||||||
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 | ||||||||
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 | ||||||||
Bardessono Hotel and Spa [Member] | Ashford Trust, Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units in real estate | room | 62 | ||||||||
AQUA Fund [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Limited Partners' Capital Account | 52,500,000 | ||||||||
Ashford Trust, Inc [Member] | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services, quarterly base fee | 0.50% | ||||||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000,000 | ||||||||
Ashford Trust, Inc [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services, quarterly base fee | 0.70% | ||||||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000,000 | ||||||||
Remington [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reimbursements | $ 4,900,000 | 5,700,000 | |||||||
Ashford Trust OP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross asset value multiplier | 0.70% | ||||||||
Advisory services, quarterly base fee | 0.70% | ||||||||
Advisory services | $ 59,654,000 | 50,996,000 | $ 43,365,000 | ||||||
Cost of revenues for audio visual | 90,000 | 0 | 0 | ||||||
Ashford Trust OP [Member] | Base Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 34,724,000 | 34,700,000 | 33,833,000 | ||||||
Ashford Trust OP [Member] | Reimbursable Expenses [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 7,600,000 | 6,054,000 | 6,617,000 | ||||||
Deferred revenue recognized | 1,700,000 | 0 | 0 | ||||||
Ashford Trust OP [Member] | Equity-Based Compensation [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 11,077,000 | 8,429,000 | 2,720,000 | ||||||
Ashford Trust OP [Member] | Incentive Management Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 1,809,000 | 1,809,000 | 0 | ||||||
Ashford Trust OP [Member] | Advisory Services Revenue [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 55,210,000 | 50,992,000 | 43,170,000 | ||||||
Ashford Trust OP [Member] | Investment Management Reimbursements [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 1,976,000 | 0 | 0 | ||||||
Ashford Trust OP [Member] | Debt Placement Fees [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 913,000 | 0 | 0 | ||||||
Ashford Trust OP [Member] | Lease Revenue [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 558,000 | 0 | 0 | ||||||
Ashford Trust OP [Member] | Non-Advisory Expense Reimbursements [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 0 | 0 | 195,000 | ||||||
Ashford Trust OP [Member] | Other Services Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 997,000 | 4,000 | 0 | ||||||
Ashford Trust OP [Member] | Other Revenue, net [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 4,444,000 | 4,000 | 195,000 | ||||||
Ashford Trust OP [Member] | Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | $ 13,346,000 | 12,179,000 | |||||||
Ashford Prime OP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross asset value multiplier | 0.70% | ||||||||
Advisory services, quarterly base fee | 0.70% | ||||||||
Ashford Prime OP [Member] | Reimbursable Expenses [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred revenue recognized | $ 126,000 | 0 | 0 | ||||||
Ashford Prime OP [Member] | Incentive Management Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 1,300,000 | ||||||||
Ashford Prime OP [Member] | Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | 1,738,000 | 3,817,000 | |||||||
Due to affiliates | 0 | 2,289,000 | |||||||
Corporate and Other [Member] | Ashford Trust OP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 997,000 | 4,000 | 0 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 10,772,000 | 16,236,000 | 15,376,000 | ||||||
Other | 11,372,000 | 16,571,000 | 15,475,000 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Base Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 8,799,000 | 8,343,000 | 8,648,000 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Reimbursable Expenses [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 2,105,000 | 2,805,000 | 1,863,000 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Equity-Based Compensation [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | (1,683,000) | 3,814,000 | 3,591,000 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Incentive Management Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 1,274,000 | 1,274,000 | 1,274,000 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Debt Placement Fees [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 224,000 | 0 | 0 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Lease Revenue [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 335,000 | 335,000 | 99,000 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Other Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 41,000 | 0 | 0 | ||||||
Ashford Prime OP [Member] | Ashford Prime OP [Member] | Other Revenue, net [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 277,000 | 0 | 0 | ||||||
Other | 600,000 | 335,000 | 99,000 | ||||||
Ashford Prime OP [Member] | Corporate and Other [Member] | Ashford Prime OP [Member] | Debt Placement Fees [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | $ 41,000 | $ 0 | 0 | ||||||
J&S [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling ownership interest | 0.00% | 0.00% | |||||||
J&S [Member] | Ashford Trust OP [Member] | Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | $ 62,000 | $ 0 | |||||||
Pure Rooms [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling ownership interest | 30.00% | 0.00% | |||||||
Pure Rooms [Member] | Ashford Trust OP [Member] | Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | $ 302,000 | $ 0 | |||||||
Pure Rooms [Member] | Ashford Prime OP [Member] | Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | $ 50,000 | $ 0 | |||||||
OpenKey [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling ownership interest | 16.51% | 13.63% | 100.00% | ||||||
OpenKey [Member] | Ashford Trust OP [Member] | Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | $ 25,000 | $ 4,000 | |||||||
OpenKey [Member] | Ashford Prime OP [Member] | Affiliated Entity [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | 6,000 | 0 | |||||||
REIT Advisory [Member] | Ashford Trust OP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 58,657,000 | 50,992,000 | 43,365,000 | ||||||
REIT Advisory [Member] | Ashford Prime OP [Member] | Ashford Prime OP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 11,331,000 | 16,571,000 | 15,475,000 | ||||||
J&S [Member] | Ashford Trust OP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 0 | 0 | 0 | ||||||
J&S [Member] | Ashford Prime OP [Member] | Ashford Prime OP [Member] | Debt Placement Fees [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | $ 0 | $ 0 | $ 0 | ||||||
Ashford Trust [Member] | OpenKey [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling ownership interest | 16.23% | 13.34% | |||||||
Officer of J&S [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Rental expense | $ 50,000 | ||||||||
Per year expense | $ 300,000 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income (loss) attributable to the Company | $ (7,402) | $ (1,856) | $ (6,709) | $ (2,385) | $ 727 | $ (285) | $ (1,106) | $ (1,732) | $ (18,352) | $ (2,396) | $ (1,190) |
Undistributed net income (loss) allocated to common stockholders | (18,352) | (2,396) | (1,190) | ||||||||
Distributed and undistributed net income (loss) - basic | (18,352) | (2,396) | (1,190) | ||||||||
Distributed and undistributed net loss - diluted | $ (19,817) | $ (5,666) | $ (9,798) | ||||||||
Weighted average common shares outstanding – basic (in shares) | 2,069 | 2,022 | 2,019 | 2,015 | 2,014 | 2,014 | 2,011 | 2,008 | 2,031 | 2,012 | 1,991 |
Effect of deferred compensation plan shares (in shares) | 0 | 158 | 212 | ||||||||
Effect of contingently issuable shares (in shares) | 36 | 39 | 0 | ||||||||
Weighted average common shares outstanding – diluted (in shares) | 2,118 | 2,054 | 2,265 | 2,046 | 2,267 | 2,262 | 2,048 | 2,218 | 2,067 | 2,209 | 2,203 |
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.58) | $ (0.92) | $ (3.32) | $ (1.18) | $ 0.36 | $ (0.14) | $ (0.55) | $ (0.86) | $ (9.04) | $ (1.19) | $ (0.60) |
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.72) | $ (1.05) | $ (3.85) | $ (1.34) | $ (0.25) | $ (0.49) | $ (0.71) | $ (1.51) | $ (9.59) | $ (2.56) | $ (4.45) |
Net income (loss) allocated to common stockholders is not adjusted for: | $ (19) | $ (4) | $ (2) | ||||||||
Weighted average diluted shares are not adjusted for: | 38 | 5 | 9 | ||||||||
Effect of deferred compensation plan | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Effect of dilutive securities | $ 0 | $ (2,127) | $ (8,608) | ||||||||
Effect of contingently issuable shares | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Effect of dilutive securities | $ (1,465) | $ (1,143) | $ 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: | 0 | 1 | 3 | ||||||||
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: | 34 | 0 | 1 | ||||||||
Effect of assumed conversion of Ashford Holdings 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: | $ (19) | $ (4) | $ (2) | ||||||||
Weighted average diluted shares are not adjusted for: | 4 | 4 | 5 | ||||||||
Accumulated Deficit | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income (loss) attributable to the Company | $ (18,352) | $ (2,396) | $ (1,190) |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)segment | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Number of operating segments | segment | 1 | ||||||||||
Advisory services | $ 65,982,000 | $ 67,228,000 | $ 58,546,000 | ||||||||
Audio visual | 9,186,000 | 0 | 0 | ||||||||
Other | 6,405,000 | 379,000 | 435,000 | ||||||||
Total revenue | $ 29,666,000 | $ 19,255,000 | $ 19,639,000 | $ 13,013,000 | $ 19,508,000 | $ 16,538,000 | $ 18,152,000 | $ 13,409,000 | 81,573,000 | 67,607,000 | 58,981,000 |
Depreciation and amortization | 2,527,000 | 1,174,000 | 799,000 | ||||||||
Impairment | 0 | 1,072,000 | 0 | 0 | |||||||
Other | 88,496,000 | 68,890,000 | |||||||||
Total expenses | 37,130,000 | 21,595,000 | 18,221,000 | 15,149,000 | 19,126,000 | 16,673,000 | 20,344,000 | 13,921,000 | 92,095,000 | 70,064,000 | 60,332,000 |
OPERATING INCOME (LOSS) | (7,464,000) | (2,340,000) | 1,418,000 | (2,136,000) | 382,000 | (135,000) | (2,192,000) | (512,000) | (10,522,000) | (2,457,000) | (1,351,000) |
Interest expense | (83,000) | 0 | 0 | ||||||||
Amortization of loan costs | (39,000) | 0 | 0 | ||||||||
Interest income | 244,000 | 73,000 | 352,000 | ||||||||
Other income (expense) | (71,000) | (9,239,000) | |||||||||
INCOME (LOSS) BEFORE INCOME TAXES | (10,471,000) | (11,623,000) | (9,978,000) | ||||||||
Income tax (expense) benefit | (9,723,000) | (780,000) | (2,066,000) | ||||||||
NET INCOME (LOSS) | $ (7,982,000) | $ (2,258,000) | $ (7,231,000) | $ (2,723,000) | $ (1,634,000) | $ (1,092,000) | $ (1,279,000) | $ (8,398,000) | (20,194,000) | (12,403,000) | $ (12,044,000) |
Operating Segments [Member] | REIT Advisory [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Audio visual | 0 | 0 | |||||||||
Other | 4,006,000 | 335,000 | |||||||||
Total revenue | 69,988,000 | 67,563,000 | |||||||||
Depreciation and amortization | 1,373,000 | 298,000 | |||||||||
Impairment | 1,041,000 | 0 | |||||||||
Other | 19,099,000 | 21,102,000 | |||||||||
Total expenses | 21,513,000 | 21,400,000 | |||||||||
OPERATING INCOME (LOSS) | 48,475,000 | 46,163,000 | |||||||||
Interest expense | 0 | 0 | |||||||||
Amortization of loan costs | 0 | 0 | |||||||||
Interest income | 0 | 0 | |||||||||
Other income (expense) | 0 | 0 | |||||||||
INCOME (LOSS) BEFORE INCOME TAXES | 48,475,000 | 46,163,000 | |||||||||
Income tax (expense) benefit | (18,324,000) | (16,684,000) | |||||||||
NET INCOME (LOSS) | 30,151,000 | 29,479,000 | |||||||||
Operating Segments [Member] | J&S [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Advisory services | 0 | 0 | |||||||||
Other | 0 | 0 | |||||||||
Total revenue | 9,186,000 | 0 | |||||||||
Depreciation and amortization | 319,000 | 0 | |||||||||
Impairment | 0 | 0 | |||||||||
Other | 9,655,000 | 0 | |||||||||
Total expenses | 9,974,000 | 0 | |||||||||
OPERATING INCOME (LOSS) | (788,000) | 0 | |||||||||
Interest expense | (68,000) | 0 | |||||||||
Amortization of loan costs | (6,000) | 0 | |||||||||
Interest income | 0 | 0 | |||||||||
Other income (expense) | (47,000) | 0 | |||||||||
INCOME (LOSS) BEFORE INCOME TAXES | (909,000) | 0 | |||||||||
Income tax (expense) benefit | 252,000 | 0 | |||||||||
NET INCOME (LOSS) | (657,000) | 0 | |||||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Advisory services | 0 | 0 | |||||||||
Audio visual | 0 | 0 | |||||||||
Other | 2,399,000 | 44,000 | |||||||||
Total revenue | 2,399,000 | 44,000 | |||||||||
Depreciation and amortization | 835,000 | 876,000 | |||||||||
Impairment | 31,000 | 0 | |||||||||
Other | 59,742,000 | 47,788,000 | |||||||||
Total expenses | 60,608,000 | 48,664,000 | |||||||||
OPERATING INCOME (LOSS) | (58,209,000) | (48,620,000) | |||||||||
Interest expense | (15,000) | 0 | |||||||||
Amortization of loan costs | (33,000) | 0 | |||||||||
Interest income | 244,000 | 73,000 | |||||||||
Other income (expense) | (24,000) | (9,239,000) | |||||||||
INCOME (LOSS) BEFORE INCOME TAXES | (58,037,000) | (57,786,000) | |||||||||
Income tax (expense) benefit | 8,349,000 | 15,904,000 | |||||||||
NET INCOME (LOSS) | $ (49,688,000) | $ (41,882,000) |
Segment Reporting - Geographic
Segment Reporting - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 29,666 | $ 19,255 | $ 19,639 | $ 13,013 | $ 19,508 | $ 16,538 | $ 18,152 | $ 13,409 | $ 81,573 | $ 67,607 | $ 58,981 |
Furniture, fixtures and equipment, net | 21,154 | 12,044 | 21,154 | 12,044 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 78,420 | 67,607 | 58,981 | ||||||||
Furniture, fixtures and equipment, net | 18,087 | 12,044 | 18,087 | 12,044 | |||||||
Mexico | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,760 | 0 | 0 | ||||||||
Furniture, fixtures and equipment, net | 2,960 | 0 | 2,960 | 0 | |||||||
All other countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 393 | 0 | $ 0 | ||||||||
Furniture, fixtures and equipment, net | $ 107 | $ 0 | $ 107 | $ 0 |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||
Assets | $ 114,810 | $ 129,797 | |
Assets, Total [Member] | Geographic Concentration Risk [Member] | Mexico | |||
Concentration Risk [Line Items] | |||
Assets | 2,300 | ||
Assets, Total [Member] | Geographic Concentration Risk [Member] | Dominican Republic | |||
Concentration Risk [Line Items] | |||
Assets | $ 399 | ||
Sales Revenue, Net [Member] | J&S [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust OP and Ashford Prime OP | 2.20% | 0.00% | 0.00% |
Sales Revenue, Net [Member] | Pure Rooms [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust OP and Ashford Prime OP | 45.60% | 0.00% | 0.00% |
Sales Revenue, Net [Member] | OpenKey [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust OP and Ashford Prime OP | 28.40% | 9.10% | 0.00% |
Selected Financial Quarterly 79
Selected Financial Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 29,666 | $ 19,255 | $ 19,639 | $ 13,013 | $ 19,508 | $ 16,538 | $ 18,152 | $ 13,409 | $ 81,573 | $ 67,607 | $ 58,981 |
Total operating expenses | 37,130 | 21,595 | 18,221 | 15,149 | 19,126 | 16,673 | 20,344 | 13,921 | 92,095 | 70,064 | 60,332 |
OPERATING INCOME (LOSS) | (7,464) | (2,340) | 1,418 | (2,136) | 382 | (135) | (2,192) | (512) | (10,522) | (2,457) | (1,351) |
NET INCOME (LOSS) | (7,982) | (2,258) | (7,231) | (2,723) | (1,634) | (1,092) | (1,279) | (8,398) | (20,194) | (12,403) | (12,044) |
Net income (loss) attributable to the Company | $ (7,402) | $ (1,856) | $ (6,709) | $ (2,385) | $ 727 | $ (285) | $ (1,106) | $ (1,732) | $ (18,352) | $ (2,396) | $ (1,190) |
Basic: | |||||||||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.58) | $ (0.92) | $ (3.32) | $ (1.18) | $ 0.36 | $ (0.14) | $ (0.55) | $ (0.86) | $ (9.04) | $ (1.19) | $ (0.60) |
Weighted average common shares outstanding – basic (in shares) | 2,069 | 2,022 | 2,019 | 2,015 | 2,014 | 2,014 | 2,011 | 2,008 | 2,031 | 2,012 | 1,991 |
Diluted: | |||||||||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.72) | $ (1.05) | $ (3.85) | $ (1.34) | $ (0.25) | $ (0.49) | $ (0.71) | $ (1.51) | $ (9.59) | $ (2.56) | $ (4.45) |
Weighted average common shares outstanding – diluted (in shares) | 2,118 | 2,054 | 2,265 | 2,046 | 2,267 | 2,262 | 2,048 | 2,218 | 2,067 | 2,209 | 2,203 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 01, 2018 | Jan. 16, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | Dec. 11, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 08, 2018 |
Subsequent Event [Line Items] | |||||||||
Number of shares issued in transaction | 0 | ||||||||
Asset purchase deposit | $ 750,000 | $ 0 | $ 0 | ||||||
RED Hospitality & Leisure LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash | $ 970,000 | ||||||||
Variable Interest Entity, Primary Beneficiary [Member] | OpenKey [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to acquire interest in joint ventures | $ 983,000 | $ 2,300,000 | $ 0 | ||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sales agreement aggregate offering price | $ 20,000,000 | ||||||||
Sales agreement commission | 2.00% | ||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Bank of America, N.A. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||||
Debt term | 3 years | ||||||||
Debt term of extension option | 1 year | ||||||||
Maximum borrowing capacity, expansion option | $ 40,000,000 | ||||||||
Maximum borrowing capacity, including expansion option | $ 75,000,000 | ||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Bank of America, N.A. [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 3.00% | ||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Bank of America, N.A. [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Subsequent Event [Member] | RED Hospitality & Leisure LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash | $ 220,000 | ||||||||
Voting interests acquired | 80.00% | ||||||||
Subsequent Event [Member] | OpenKey [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to acquire interest in joint ventures | $ 667,000 | ||||||||
Subsequent Event [Member] | Variable Interest Entity, Primary Beneficiary [Member] | OpenKey [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued for purchase of assets (in shares) | 8,962 | ||||||||
Shares issued for membership interest (in shares) | 519,647 | ||||||||
Payments to acquire interest in joint ventures | $ 1,300,000 |