Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ashford Inc. | |
Entity Central Index Key | 1,604,738 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 2,109,388 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 40,868 | $ 36,480 |
Restricted cash | 12,389 | 9,076 |
Accounts receivable, net | 5,944 | 5,127 |
Inventories | 1,229 | 1,066 |
Prepaid expenses and other | 2,982 | 2,913 |
Total current assets | 77,221 | 69,746 |
Investments in unconsolidated entities | 500 | 500 |
Furniture, fixtures and equipment, net | 26,333 | 21,154 |
Goodwill | 13,103 | 12,947 |
Intangible assets, net | 9,230 | 9,713 |
Other assets | 11,758 | 750 |
Total assets | 138,145 | 114,810 |
Current liabilities: | ||
Accounts payable and accrued expenses | 21,596 | 20,451 |
Due to affiliates | 5,834 | 4,272 |
Deferred income | 294 | 459 |
Deferred compensation plan | 216 | 311 |
Notes payable, net | 1,670 | 1,751 |
Other liabilities | 23,489 | 9,076 |
Total current liabilities | 53,099 | 36,320 |
Accrued expenses | 0 | 78 |
Deferred income | 12,817 | 13,440 |
Deferred compensation plan | 13,094 | 18,948 |
Notes payable, net | 11,321 | 9,956 |
Total liabilities | 90,331 | 78,742 |
Commitments and contingencies (note 9) | ||
Redeemable noncontrolling interests | 4,852 | 5,111 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Series A cumulative preferred stock, no shares issued and outstanding at June 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,109,388 and 2,093,556 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 21 | 21 |
Additional paid-in capital | 257,303 | 249,695 |
Accumulated deficit | (215,435) | (219,396) |
Accumulated other comprehensive income (loss) | (348) | (135) |
Total stockholders’ equity of the Company | 41,541 | 30,185 |
Noncontrolling interests in consolidated entities | 1,421 | 772 |
Total equity | 42,962 | 30,957 |
Total liabilities and equity | 138,145 | 114,810 |
Ashford Trust OP | ||
Current assets: | ||
Due from related parties | 13,467 | 13,346 |
Braemar OP | ||
Current assets: | ||
Due from related parties | $ 342 | $ 1,738 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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) | 2,109,388 | 2,093,556 |
Common stock, shares outstanding (in shares) | 2,109,388 | 2,093,556 |
Series A Preferred Stock | ||
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
REVENUE | ||||
Total revenue | $ 54,811 | $ 19,639 | $ 102,979 | $ 32,652 |
EXPENSES | ||||
Salaries and benefits | 15,710 | 11,364 | 42,227 | 22,396 |
Cost of revenues for audio visual | 17,021 | 0 | 33,608 | 0 |
Depreciation and amortization | 1,193 | 587 | 2,233 | 1,055 |
General and administrative | 9,125 | 4,947 | 15,420 | 8,596 |
Impairment | 0 | 1,072 | 1,919 | 1,072 |
Other | 892 | 251 | 1,738 | 251 |
Total expenses | 43,941 | 18,221 | 97,145 | 33,370 |
OPERATING INCOME (LOSS) | 10,870 | 1,418 | 5,834 | (718) |
Interest expense | (161) | (6) | (304) | (6) |
Amortization of loan costs | (24) | (9) | (47) | (9) |
Interest income | 73 | 38 | 185 | 71 |
Dividend income | 0 | 0 | 0 | 93 |
Unrealized gain (loss) on investments | 0 | 78 | 0 | 203 |
Realized gain (loss) on investments | 0 | (94) | 0 | (294) |
Other income (expense) | (221) | (13) | (260) | (21) |
INCOME (LOSS) BEFORE INCOME TAXES | 10,537 | 1,412 | 5,408 | (681) |
Income tax (expense) benefit | (1,605) | (8,643) | (2,311) | (9,273) |
NET INCOME (LOSS) | 8,932 | (7,231) | 3,097 | (9,954) |
(Income) loss from consolidated entities attributable to noncontrolling interests | 118 | 190 | 291 | 165 |
Net (income) loss attributable to redeemable noncontrolling interests | (90) | 332 | (151) | 695 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 8,960 | $ (6,709) | $ 3,237 | $ (9,094) |
Basic: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 4.26 | $ (3.32) | $ 1.54 | $ (4.51) |
Weighted average common shares outstanding – basic (in shares) | 2,095 | 2,019 | 2,094 | 2,017 |
Diluted: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 0.93 | $ (3.85) | $ (1.40) | $ (4.77) |
Weighted average common shares outstanding – diluted (in shares) | 2,487 | 2,265 | 2,219 | 2,051 |
Total advisory services revenue | ||||
REVENUE | ||||
Total revenue | $ 24,570 | $ 18,172 | $ 47,102 | $ 30,603 |
Audio visual | ||||
REVENUE | ||||
Total revenue | 23,376 | 0 | 46,686 | 0 |
Other | ||||
REVENUE | ||||
Total revenue | $ 6,865 | $ 1,467 | $ 9,191 | $ 2,049 |
Consolidated Consolidated State
Consolidated Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ 8,932 | $ (7,231) | $ 3,097 | $ (9,954) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Foreign currency translation adjustment | (137) | 0 | (251) | 0 |
COMPREHENSIVE INCOME (LOSS) | 8,795 | (7,231) | 2,846 | (9,954) |
Comprehensive (income) loss attributable to noncontrolling interests | 139 | 190 | 329 | 165 |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | (90) | 332 | (151) | 695 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 8,844 | $ (6,709) | $ 3,024 | $ (9,094) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Equity - 6 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Consolidated Entities | Redeemable Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2017 | 2,094 | ||||||
Beginning balance at Dec. 31, 2017 | $ 30,957 | $ 21 | $ 249,695 | $ (219,396) | $ (135) | $ 772 | $ 5,111 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation (in shares) | 4 | ||||||
Equity-based compensation | 6,069 | 6,061 | 8 | ||||
Deferred compensation plan distribution (in shares) | 2 | ||||||
Deferred compensation plan distribution | 134 | 134 | |||||
Employee advances | 45 | 45 | |||||
Purchase of OpenKey shares from noncontrolling interest holder (in shares) | 9 | ||||||
Purchase of OpenKey shares from noncontrolling interest holder | 838 | 838 | (838) | ||||
Contributions from noncontrolling interests | 2,666 | 2,666 | |||||
Reallocation of carrying value | (1,166) | 530 | (1,696) | 1,166 | |||
Redemption value adjustment | 738 | 738 | (738) | ||||
Distributions to consolidated noncontrolling interests | (14) | (14) | |||||
Foreign currency translation adjustment | (251) | (213) | (38) | ||||
Net income (loss) | 3,237 | 3,237 | |||||
Net income (loss) | 2,946 | (291) | 151 | ||||
Ending balance (in shares) at Jun. 30, 2018 | 2,109 | ||||||
Ending balance at Jun. 30, 2018 | $ 42,962 | $ 21 | $ 257,303 | $ (215,435) | $ (348) | $ 1,421 | $ 4,852 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 3,097 | $ (9,954) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 3,614 | 1,061 |
Change in fair value of deferred compensation plan | (5,814) | 1,667 |
Equity-based compensation | 6,069 | 4,471 |
Deferred tax expense (benefit) | 0 | 6,002 |
Change in fair value of contingent consideration | 559 | 0 |
Impairment | 1,919 | 1,072 |
(Gain) loss on sale of furniture, fixtures and equipment | (80) | 8 |
Amortization of loan costs | 47 | 9 |
Realized and unrealized (gain) loss on investments, net | 0 | 91 |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Accounts receivable | (782) | 62 |
Inventories | (157) | 0 |
Prepaid expenses and other | 5 | 493 |
Other assets | (658) | (6) |
Accounts payable and accrued expenses | 351 | (3,862) |
Due to affiliates | 319 | 149 |
Other liabilities | 3,313 | 3,559 |
Deferred income | (813) | 5,496 |
Net cash provided by (used in) operating activities | 12,264 | 12,063 |
Cash Flows from Investing Activities | ||
Additions to furniture, fixtures and equipment | (4,535) | (474) |
Proceeds from disposal of furniture, fixtures and equipment, net | 0 | 15 |
Cash acquired in acquisition of Pure Rooms | 0 | 129 |
Acquisition of assets related to RED Hospitality and Leisure LLC | (3,670) | 0 |
Net cash provided by (used in) investing activities | (8,205) | (330) |
Cash Flows from Financing Activities | ||
Payments on revolving credit facilities | (10,064) | 0 |
Borrowings on revolving credit facilities | 10,263 | 0 |
Proceeds from notes payable | 1,765 | 0 |
Payments on notes payable and capital leases | (939) | (38) |
Payments of loan costs | (15) | (28) |
Purchases of common stock | 0 | (24) |
Employee advances | 45 | (93) |
Contributions from noncontrolling interest | 2,666 | 650 |
Distributions to noncontrolling interests in consolidated entities | (14) | (55,071) |
Net cash provided by (used in) financing activities | 3,707 | (54,604) |
Effect of foreign exchange rate changes on cash and cash equivalents | (65) | 0 |
Net change in cash, cash equivalents and restricted cash | 7,701 | (42,871) |
Cash, cash equivalents and restricted cash at beginning of period | 45,556 | 93,843 |
Cash, cash equivalents and restricted cash at end of period | 53,257 | 50,972 |
Supplemental Cash Flow Information | ||
Interest paid | 278 | 4 |
Income taxes paid | 598 | 2,981 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Distribution from deferred compensation plan | 134 | 112 |
Capital expenditures accrued but not paid | 2,497 | 1,831 |
Issuance of OpenKey warrant | 0 | 28 |
Accrued but unpaid ERFP liability | 11,100 | 0 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents at beginning of period | 36,480 | 84,091 |
Restricted cash at beginning of period | 9,076 | 9,752 |
Cash and cash equivalents at end of period | 40,868 | 36,972 |
Restricted cash at end of period | 12,389 | 14,000 |
Cash, cash equivalents and restricted cash | 45,556 | 93,843 |
Pure Rooms | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Equity consideration consideration for purchase of shares / acquisition | 0 | 425 |
Assumption of debt associated with Pure Rooms acquisition | 0 | 475 |
Ashford Trust OP | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from affiliates | (121) | 1,180 |
Braemar OP | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from affiliates | 1,396 | 565 |
Ashford Inc. | OpenKey | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Equity consideration consideration for purchase of shares / acquisition | $ 838 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2018 | |
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 manages Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Braemar Hotels & Resorts Inc. (“Braemar”), formerly Ashford Hospitality Prime, Inc. Ashford Trust commenced operating in August 2003 and is focused on investing in full-service hotels in the upscale and upper upscale segments in domestic and international markets that have revenue per available room (“RevPAR”) generally less than twice the U.S. average. Braemar commenced operating in November 2013 and invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Each of Ashford Trust and Braemar is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code, and the common stock of each of Ashford Trust and Braemar is traded on the NYSE. The common stock of Ashford Inc. is listed on the NYSE American. As of June 30, 2018 , Ashford Trust held approximately 598,000 shares of Ashford Inc. common stock, which represented an approximate 28.4% ownership interest in Ashford Inc., and Braemar held approximately 195,000 shares, which represented an approximate 9.2% ownership interest in Ashford Inc. We conduct our advisory and asset management business through our operating subsidiary, Ashford Hospitality Advisors LLC (“Ashford LLC”), a Delaware limited liability company. We conduct our hospitality products and services business through an operating entity, Ashford Hospitality Services, LLC. We own most of our assets through Ashford LLC and Ashford Hospitality Services, LLC. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar, in each case subject to the supervision and oversight of the respective board of directors of such entity. We provide the personnel and services necessary to allow each of Ashford Trust and Braemar to conduct its respective business. We may also perform similar functions for new or additional platforms. We are not responsible for managing the day-to-day operations of the individual hotel properties owned by either Ashford Trust or Braemar, which duties are the responsibility of the hotel management companies that operate the hotel properties owned by Ashford Trust and Braemar. 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. On April 6, 2017, we acquired a 70% controlling interest in Pure Rooms by issuing equity in our subsidiary, PRE Op Co LLC (“Pure Rooms”), with a fair value of $425,000 to the sellers and contributing $97,000 of cash. Pure Rooms’ patented 7-step purification process treats a room’s surfaces, including the air, and removes up to 99% of pollutants. See notes 2 , 4 , 10 and 14 to our condensed 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 , 10 , 11 and 14 to our condensed consolidated financial statements. On January 2, 2018, the Company granted 8,962 shares of restricted 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 restricted common stock was granted pursuant to the exemption from the registration requirements under the Securities Act provided under Section 4(a)(2) thereunder and vests three years from the grant date. On January 16, 2018, the Company closed on the acquisition of a passenger vessel and other assets related to RED Hospitality & Leisure LLC ("RED"), a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. The Company paid $970,000 in cash, comprised of a $750,000 deposit paid on December 11, 2017, which was reflected on our consolidated balance sheet as “other assets” as of December 31, 2017, and an additional $220,000 paid on January 16, 2018. On March 23, 2018, the RED operating subsidiary acquired an additional passenger vessel for $1.0 million . On June 12, 2018, the RED operating subsidiary acquired an additional passenger vessel for $2.5 million in cash. The Company owns an 80% interest in RED. See notes 2 , 10 and 14 to our condensed consolidated financial statements. On April 6, 2018, Ashford Inc. signed a definitive agreement to acquire the Project Management business of Remington. The transaction closed on August 8, 2018, after the vote was approved by shareholders on August 7, 2018. See note 17 . On June 26, 2018, the Company entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement (the “ERFP Agreement”) with Ashford Trust. The independent directors of the board of directors of each Ashford Inc. and Ashford Trust with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Ashford Inc. and Ashford Trust, respectively. Under the ERFP Agreement, the Company has agreed to provide $50 million to Ashford Trust in connection with Ashford Trust’s acquisition of additional hotels with the ability to be increased up to $100 million based upon mutual agreement by the parties. On the date that Ashford Trust closes on a hotel acquisition, the Company is obligated to provide Ashford Trust 10% of the acquired hotel's purchase price in the form of furniture, fixtures and equipment (“FF&E”), which is subsequently leased to Ashford Trust at no cost. In connection with Ashford Trust’s acquisition of a hotel on June 29, 2018, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $11.1 million of FF&E at Ashford Trust properties. As of June 30, 2018, the Company had not yet purchased any FF&E under the ERFP Agreement. As a result, our outstanding ERFP obligation of $11.1 million is reflected in our condensed consolidated balance sheet as “other assets” and “other liabilities” as of June 30, 2018. See note 14 . The accompanying condensed consolidated financial statements reflect the operations of our advisory and asset management business, hospitality products and services business, and entities that we consolidate. In this report, the terms the “Company,” “we,” “us” or “our” refers to Ashford Inc. and all entities included in its condensed consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying historical unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant intercompany accounts and transactions between these entities have been eliminated in these historical condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our 2017 Annual Report on Form 10-K filed with the SEC on March 12, 2018 . 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, and (ii) 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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 Ashford J&S (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest (9) 99.80 % 85.00 % 45.61 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.20 % 15.00 % 29.65 % — % — % Noncontrolling interests in consolidated entities — % — % 24.74 % 30.00 % 20.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 268 $ 3,172 $ 1,412 n/a n/a Redemption value adjustment, year-to-date (123 ) — (615 ) n/a n/a Redemption value adjustment, cumulative 236 — 1,406 n/a n/a Carrying value of noncontrolling interests — 493 764 162 2 Assets, available only to settle subsidiary's obligations (7) n/a 41,866 3,471 1,732 5,089 Liabilities, no recourse to Ashford Inc. (8) n/a 23,247 578 1,678 872 Notes payable, no recourse to Ashford Inc. (8) n/a 10,611 — 100 738 Revolving credit facility, no recourse to Ashford Inc. (8) n/a 998 — 100 15 December 31, 2017 Ashford J&S (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest (9) 99.80 % 85.00 % 43.90 % 70.00 % — % Redeemable noncontrolling interests (1) (2) 0.20 % 15.00 % 39.59 % — % — % Noncontrolling interests in consolidated entities — % — % 16.51 % 30.00 % — % 100.00 % 100.00 % 100.00 % 100.00 % — % Carrying value of redeemable noncontrolling interests $ 385 $ 2,522 $ 2,204 n/a n/a Redemption value adjustment, year-to-date 224 — 1,046 n/a n/a Redemption value adjustment, cumulative 358 — 2,021 n/a n/a Carrying value of noncontrolling interests — 439 128 205 — Assets, available only to settle subsidiary's obligations (7) n/a 36,951 1,403 1,865 — Liabilities, no recourse to Ashford Inc. (8) n/a 21,821 889 1,652 — Notes payable, no recourse to Ashford Inc. (8) n/a 9,917 — 220 — Revolving credit facility, no recourse to Ashford Inc. (8) n/a 814 — 100 — ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed 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, which is generally fair value. (2) 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. (3) 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 , 10 and 11 . (4) 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 , 10 and 11 . (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 and 10 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. RED is a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. See also notes 1 and 10 . (7) Total assets primarily consist 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, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. except in the case of the term loan and line of credit held by RED, for which the creditor has recourse to Ashford Inc. (9) For certain of our investments we are provided a preferred return which is accounted for in our income allocation based on the applicable partnership agreement. In addition to the consolidated entity information above, noncontrolling interests in consolidated entities included a noncontrolling ownership interest in AIM Performance Holdco LP (“AIM”) of 40% as of June 30, 2018 and December 31, 2017 . 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 June 30, 2018 and December 31, 2017 . No impairment of the investment was recorded during the three and six months ended June 30, 2018 or 2017 . 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 condensed 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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 $0 and $1.9 million for the three and six months ended June 30, 2018 , respectively. The impairment was recognized upon determination that a portion of capitalized software that was not eligible for reimbursement would not be placed into service. An impairment charge of $1.1 million was recorded for both the three and six months ended June 30, 2017 , partially 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 implemented software cost will not be placed into service. See note 14 to our condensed consolidated financial statements. 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 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 most recent annual test or as of June 30, 2018 . 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 June 30, 2018 . Salaries and Benefits —Salaries and benefits are expensed as incurred. Salaries and benefits includes expense for equity grants of Ashford Trust and Braemar common stock and performance-based 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. 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 13 to our condensed consolidated financial statements. 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, excluding our RED vessels, 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. Our RED vessels are depreciated using the straight-line method over a useful life of 20 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 notes 4 and 5 . Equity-Based Compensation — We adopted an equity incentive plan that provides for the grant of restricted or unrestricted shares of our common stock, options to purchase our common stock and other share awards, share appreciation rights, performance shares, performance units and other equity-based awards or any combination of the foregoing. Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. The amount of the expense may be subject to adjustment in future periods depending on the specific characteristics of the equity-based award and the application of the accounting guidance. Options to purchase common stock granted to other non-employees are accounted for at fair value based on the market price of the options at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “general and administrative,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Braemar in connection with providing advisory services that result in expense, included in “salaries and benefits,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services” revenue. Other Comprehensive Income (Loss) —Comprehensive income consists of net income (loss) 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 income is presented on the condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017 . There were no sources of other comprehensive income (loss) for the three and six months ended June 30, 2017 . Due to Affiliates —Due to affiliates represents current payables resulting from general and administrative expense, furniture, fixtures and equipment reimbursements, and contingent consideration associated with the acquisition of J&S. Due to affiliates is generally settled within a period not exceeding one year. Recently Adopted Accounting Standards — In May 2014, the FASB issued ASU 2014-09, also referred to as “ASC 606” Revenue from Contracts with Customers . The core principle of the guidance is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled 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. ASC 606 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. Effective January 1, 2018, we adopted the new standard using the modified retrospective approach. Based on our assessment, adoption of the new guidance did not require a cumulative-effect adjustment to the opening retained earnings on January 1, 2018. We expect the new standard’s impact on net income will be immaterial on an ongoing annual basis; however, the Company does anticipate that the new standard will have an impact on its revenues in interim periods due to timing. The primary impact of adopting the new standard relates to the timing of recognition of incentive advisory fees, which are a form of variable consideration and therefore must 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. 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. There are no material changes in revenue recognition for audio visual, investment management reimbursements, debt placement fees, claims management services revenue, lease revenue or other services revenue. See note 3 for additional information regarding our adoption of ASC 606. 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. We have adopted this standard effective January 1, 2018, and the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. See “Unconsolidated VIEs” above in note 2. 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. We have adopted this standard effective January 1, 2018, and the adoption of this standard did not have a material impact on our condensed 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. We have adopted this standard effective January 1, 2018. Recently Issued Accounting Standards —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. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases ("ASU 2018-10") and ASU 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-10 affect only narrow aspects of the guidance issued in the amendments in ASU 2016-02, including but not limited to lease residual value guarantee, rate implicit in the lease and lease term and purchase option. The amendments in ASU 2018-11 provide an optional transition method for adoption of the new standard, which will allow entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. ASU 2016-02 is effective for annual and interim periods for fiscal years beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 on a modified retrospective basis. We disclosed $5.5 million in undiscounted operating lease obligations in our lease commitments footnote in our most recent 10-K. We are currently evaluating those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. We expect the adoption of the new standard will have a material impact on our condensed consolidated balance sheets due to the recognition of the ROU asset and lease liability related to our current operating leases. We are implementing repeatable processes to manage ongoing lease data collection and analysis, and evaluating accounting policies and internal controls that will be impacted by the new standards. 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 condensed 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 condensed consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees and aligns the guidance for share-based payments to non-employees with the requirements for share-based payments granted to employees. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-07 will have on the condensed consolidated financial statements and expect that the associated compensation expense of the majority of our equity awards will be based on the grant date fair value. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenue Recognition —Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The following provides detailed information on the recognition of our revenues from contracts with customers: Advisory Services Revenue Advisory services revenue is reported within our REIT Advisory segment and primarily consists of advisory 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 base fee was paid quarterly and ranges from 0.50% to 0.70% per annum of the total market capitalization ranging from less than $6.0 billion to greater than $10.0 billion plus, prior to June 26, 2018, the Key Money Asset Management Fee, as defined in the amended and restated advisory agreement, subject to certain minimums. Upon effectiveness of the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement on June 29, 2018, the base fee is paid monthly and ranges from 0.50% to 0.70% per annum of the total market capitalization ranging from less than $6.0 billion to greater than $10.0 billion plus the Net Asset Fee Adjustment, as defined in the amended and restated advisory agreement, as amended, subject to certain minimums. The Braemar base fee is paid monthly and is fixed at 0.70% of Braemar’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, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are recognized when services have been rendered. We record advisory revenue for equity grants of Ashford Trust and Braemar 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 Braemar’s annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the Fixed Charge Coverage Ratio (“FCCR”) Condition, as defined in the respective advisory agreements. Incentive advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition, which relates to the ratio of adjusted EBITDA to fixed charges for Ashford Trust or Braemar, as applicable. Historically, during the incentive advisory fee measurement period (i.e. the first year of each three year period), incentive advisory fees have been accrued (or reversed) quarterly based on the amount that would be due pursuant to the applicable advisory agreements as of the interim balance sheet date. The second and third year installments of incentive advisory fees have been recognized as revenue on a pro-rata basis each quarter for the amounts determined in the first year measurement period, subject to the December 31 FCCR Condition each year. Effective with our January 1, 2018 adoption of ASC 606, we will no longer record the first year's installment of incentive advisory fee revenue in interim periods prior to the fourth quarter. Prior to measurement in the fourth quarter of each year, our first year installment of incentive advisory fees are subject to significant fluctuation (i.e. based on annual total stockholder returns) and are contingent on a future event during the measurement period (e.g. meeting the FCCR Condition). Accordingly, incentive advisory fees will generally be recognized only upon measurement in the fourth quarter of the first year of the three year period. The second and third year installments of incentive advisory fees are recognized as revenue on a pro-rata basis each quarter as such amounts are not subject to significant reversal. The tables below present the impact of applying the new revenue recognition standard to the components of total revenue within the condensed consolidated statement of operations for the three and six months ended June 30, 2018 , as a result of the change in the timing of revenue recognition of incentive advisory fees during interim periods prior to the fourth quarter of the year in which the incentive fee is measured (in thousands): Three Months Ended June 30, 2018 As Reported Financial Results Prior to Adoption of Revenue Recognition Standard Impact of Adoption of Revenue Recognition Standard Advisory services revenue: Base advisory fee $ 11,174 $ 11,174 $ — Incentive advisory fee 452 1,534 (1,082 ) Reimbursable expenses 2,496 2,496 — Non-cash stock/unit-based compensation 10,318 10,318 — Other advisory revenue 130 130 — Total advisory services revenue 24,570 25,652 (1,082 ) Audio visual 23,376 23,376 — Other 6,865 6,865 — Total revenue $ 54,811 $ 55,893 $ (1,082 ) Six Months Ended June 30, 2018 As Reported Financial Results Prior to Adoption of Revenue Recognition Standard Impact of Adoption of Revenue Recognition Standard Advisory services revenue: Base advisory fee $ 21,885 $ 21,885 $ — Incentive advisory fee 904 2,343 (1,439 ) Reimbursable expenses 4,445 4,445 — Non-cash stock/unit-based compensation 19,610 19,610 — Other advisory revenue 258 258 — Total advisory services revenue 47,102 48,541 (1,439 ) Audio visual 46,686 46,686 — Other 9,191 9,191 — Total revenue $ 102,979 $ 104,418 $ (1,439 ) Audio Visual Revenue Audio visual revenue primarily consists of revenue generated within our J&S segment 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. 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 generally 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 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. Other Revenue Debt placement fees are reported within our REIT Advisory segment and include revenues earned through from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. These fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan has closed. Certain of our consolidated entities enter into contracts with customers that contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our consolidated entities’ overall pricing objectives taking into consideration market conditions and other factors, including the customer and the nature and value of the performance obligations within the applicable contracts. Deferred Revenue and Contract Balances As of June 30, 2018, we recorded an $11.1 million contract asset that will be realized in the form of leased FF&E pursuant to our Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement with Ashford Trust. Deferred revenue primarily consists of customer billings in advance of revenues being recognized from our advisory agreements and other hospitality products and services contracts. Generally, deferred revenue that could result in a cash payment within the next twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. The increase in the deferred revenue balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenues recognized that were included in the deferred revenue balance at the beginning of the period. For the three months ended June 30, 2018 , we recognized $1.6 million of revenues that were included in deferred revenue at the beginning of the period, including (a) $542,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, and (b) $1.1 million of “other services” revenue earned by our hospitality products and services companies. For the six months ended June 30, 2018 , we recognized $4.4 million of revenues that were included in deferred revenue at the beginning of the period, including (a) $890,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, and (b) $3.5 million of “other services” revenue earned by our hospitality products and services companies. We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was primarily related to (i) reimbursed software costs that will be recognized evenly over the period the software is used to provide advisory services to Ashford Trust and Braemar, and (ii) a $5.0 million cash payment received in June 2017 from Braemar in connection with our Fourth Amended and Restated Braemar Advisory Agreement, which is recognized evenly over the 10-year initial contract period that we are providing Braemar advisory services. Incentive advisory fees that are contingent upon future market performance are excluded as the fees are considered variable and not included in the transaction price at June 30, 2018 . The timing of revenue recognition may differ from the timing of payment by customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of $5.9 million and $5.1 million included in “accounts receivable, net” primarily related to our hospitality products and services segment, $13.5 million and $13.3 million in “due from Ashford Trust OP”, and $342,000 and $1.7 million included in “due from Braemar OP” related to REIT advisory services at June 30, 2018 and December 31, 2017 , respectively. We had no significant impairments related to these receivables during the six months ended June 30, 2018 . We have three reportable segments: REIT Advisory, J&S and OpenKey. We combine the operating results of Pure Rooms and RED into an “all other” category, which we refer to as “Corporate and Other.” See note 16 for more information about our segment reporting. Our REIT Advisory, OpenKey, and Corporate and Other reporting segments conduct their business within the United States. Our J&S reporting segment conducts business in the United States, Mexico, and the Dominican Republic. The following table presents revenue from our J&S reporting segment geographically for the three and six months ended June 30, 2018 and 2017 (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 United States $ 16,210 $ — $ 32,162 $ — Mexico 5,257 — 10,717 — Dominican Republic 1,909 — 3,807 — $ 23,376 $ — $ 46,686 $ — |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
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 furniture, fixtures and equipment, deferred taxes and noncontrolling interests. 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 $ 6,564 Furniture, fixtures and equipment 9,020 5 years Goodwill 12,321 Trademarks 3,201 Customer relationships 6,519 7 years Other assets 129 Total assets acquired 37,754 Current liabilities 7,080 Notes payable, current 445 Deferred income 1,213 Note payable, non-current 533 Total assumed liabilities 9,271 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 Braemar. 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 three and six months ended June 30, 2018 , included total revenue of $23.4 million and $46.7 million , respectively. In addition, our condensed consolidated statements of operations for the three and six months ended June 30, 2018 , include net income of $1.3 million and $3.4 million , respectively, from J&S. The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2017, 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 acquisition and Pure Rooms acquisition (as disclosed in our Form 10-K for the year ended December 31, 2017 ) had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2017, and the removal of $304,000 and $412,000 of transaction costs directly attributable to the acquisitions for three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 54,811 $ 38,577 $ 102,979 $ 71,678 Net income (loss) 8,932 (6,685 ) 3,097 (7,922 ) Net income (loss) attributable to the Company 8,960 (6,302 ) 3,237 (7,535 ) Pro forma income (loss) per share: Basic $ 4.26 $ (3.02 ) $ 1.54 $ (3.61 ) Diluted $ 0.93 $ (3.56 ) $ (1.40 ) $ (3.88 ) Pro forma weighted average common shares outstanding (in thousands): Basic 2,095 2,089 2,094 2,087 Diluted 2,487 2,334 2,219 2,121 The acquisition of certain assets related to RED was treated as an acquisition of property and equipment so the pro forma results of operations of RED are not included above. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 , are as follows (in thousands): J&S Corporate and Other Consolidated Balance at January 1, 2018 $ 12,165 $ 782 $ 12,947 Changes in goodwill: Additions — — — Adjustments 156 — 156 Balance at June 30, 2018 $ 12,321 $ 782 $ 13,103 Intangible assets, net as of June 30, 2018 and December 31, 2017 , are as follows (in thousands): June 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Rooms customer relationships $ 175 $ (44 ) $ 131 $ 175 $ (26 ) $ 149 J&S customer relationships 6,519 (621 ) 5,898 6,519 (156 ) 6,363 $ 6,694 $ (665 ) $ 6,029 $ 6,694 $ (182 ) $ 6,512 Indefinite-lived intangible assets: J&S trademarks $ 3,201 $ 3,201 $ 3,201 $ 3,201 Amortization expense for definite-lived intangible assets was $243,000 and $485,000 for the three and six months ended June 30, 2018 , respectively. Amortization expense for definite-lived intangible assets was $8,000 for both the three and six months ended June 30, 2017 . 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 | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable, net | Notes Payable, net Notes payable, net consisted of the following (in thousands): Indebtedness Subsidiary Maturity Interest Rate June 30, 2018 December 31, 2017 Senior revolving credit facility Ashford Inc. March 1, 2021 Base Rate (1) + 2.00% to 2.50% or LIBOR (2) + 3.00% to 3.50% $ — $ — Term loan J&S November 1, 2022 One-Month LIBOR (3) + 3.25% 9,417 9,917 Revolving credit facility J&S November 1, 2022 One-Month LIBOR (3) + 3.25% 998 814 Capital lease obligations J&S Various Various - fixed 655 896 Equipment note J&S November 1, 2022 One-Month LIBOR (3) + 3.25% 1,194 — Draw Term Loan J&S November 1, 2022 One-Month LIBOR (3) + 3.25% — — Revolving credit facility OpenKey October 31, 2018 Prime Rate (4) + 2.75% — — Term loan Pure Rooms October 1, 2018 5.00% 100 220 Revolving credit facility Pure Rooms On demand Prime Rate (4) + 1.00% 100 100 Term loan RED April 5, 2025 Prime Rate (4) + 1.75% 738 — Revolving credit facility RED March 5, 2019 Prime Rate (4) + 1.75% 15 — Total notes payable 13,217 11,947 Less deferred loan costs, net (226 ) (240 ) Total notes payable less net deferred loan costs 12,991 11,707 Less current portion (1,670 ) (1,751 ) $ 11,321 $ 9,956 __________________ (1) Base Rate, as defined in the senior revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate plus 0.50% , or (iii) LIBOR plus 1.00% . (2) Ashford Inc. may elect a 1, 2, 3 or 6 month LIBOR period for each borrowing. (3) The one-month LIBOR rate was 2.09% and 1.56% at June 30, 2018 and December 31, 2017 , respectively. (4) Prime Rate was 5.00% and 4.50% at June 30, 2018 and December 31, 2017 , respectively. On March 23, 2018 , our RED operating subsidiary entered into a term loan of $750,000 and a revolving credit facility of $250,000 for which the creditor has recourse to Ashford Inc. Approximately $225,000 of the proceeds from the term loan is held in an escrow account, which is included in our condensed consolidated balance sheet within “other assets” as of June 30, 2018 . During the six months ended June 30, 2018 , $15,000 was drawn on the revolving credit facility. As of June 30, 2018 , $235,000 was available under the revolving credit facility. On March 1, 2018 , the Company and its subsidiary Ashford Hospitality Holdings LLC entered into a $35 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 the Base Rate plus 2.00% to 2.50% or LIBOR plus 3.00% to 3.50% , 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 million to an aggregate size of $75 million . At June 30, 2018 , there were no outstanding borrowings under the facility. 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 . Net deferred loan costs associated with this financing of $207,000 and $226,000 , respectively, are included as a reduction to “notes payable, net” on the condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017 . As of June 30, 2018 and December 31, 2017 , $1.0 million of the term loan was recorded in current portion of notes payable, net. 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 June 30, 2018 and 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 six months ended June 30, 2018 , $10.2 million was drawn and approximately $10.0 million of payments were made on the revolving credit facility. As of June 30, 2018 , approximately $2.0 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. As of June 30, 2018, our J&S operating subsidiary was 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 $3.0 million equipment note and a $2.0 million draw term loan agreement. These loans each bear interest at LIBOR plus 3.25% and mature on November 1, 2022 . During the six months ended June 30, 2018 , $1.2 million was drawn on the equipment note. As of June 30, 2018, no amounts were outstanding on the draw term loan. All the loans in connection with the acquisition of J&S are partially secured by a security interest on all of the assets and equity interests of our J&S operating subsidiary. On April 13, 2017 , OpenKey entered into a Loan and Security 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 June 30, 2018 and 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 is amortized over the term of the line of credit. 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 5.00% per annum with a stated maturity date of October 1, 2018 . The line of credit has a variable interest rate of Prime Rate plus 1.00% . 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 condensed consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 Liabilities Contingent consideration $ — $ — $ (2,821 ) $ (2,821 ) (1) Deferred compensation plan (13,310 ) — — (13,310 ) Total $ (13,310 ) $ — $ (2,821 ) $ (16,131 ) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2017 Liabilities Contingent consideration $ — $ — $ (2,262 ) $ (2,262 ) (1) Deferred compensation plan (19,259 ) — — (19,259 ) Total $ (19,259 ) $ — $ (2,262 ) $ (21,521 ) __________________ (1) Reported as “due to affiliates” in the condensed consolidated balance sheets. The following table presents the rollforward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2017 $ (2,262 ) Acquisitions — Gains (losses) included in earnings (2) (559 ) Dispositions and settlements — Transfers into/out of Level 3 — Balance at June 30, 2018 $ (2,821 ) __________________ (1) Includes Ashford Inc.’s contingent consideration associated with the acquisition of J&S, which is carried at fair value in the condensed consolidated balance sheets within “due to affiliates”. The fair value was estimated using significant inputs that are not observable in the market and thus represent Level 3 fair value measurements. The significant input in the Level 3 measurement of the contingent consideration is the risk adjusted discount rate used to discount the future payment. (2) Reported as “other” operating expense in the condensed consolidated statements of operations. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Assets Options on futures contracts $ — $ (16 ) $ — $ (91 ) Total — (16 ) — (91 ) Liabilities Contingent consideration (346 ) — (559 ) — Deferred compensation plan 6,375 1,673 5,814 (1,667 ) Total 6,029 1,673 5,255 (1,667 ) Net $ 6,029 $ 1,657 $ 5,255 $ (1,758 ) Total combined Unrealized gain (loss) on investments (1) $ — $ 78 $ — $ 203 Realized gain (loss) on investments — (94 ) — (294 ) Contingent consideration (2) (346 ) — (559 ) — Deferred compensation plan (3) 6,375 1,673 5,814 (1,667 ) Net $ 6,029 $ 1,657 $ 5,255 $ (1,758 ) ________ (1) Includes unrealized gain (loss) associated with investments in unconsolidated entities and reported as “unrealized gain (loss) on investments” in the condensed consolidated statements of operations. (2) Represents the accretion of contingent consideration associated with the acquisition of J&S. Reported as a component of “other operating expense” in the condensed consolidated statements of operations. (3) Reported as a component of “salaries and benefits” in the condensed consolidated statements of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
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): June 30, 2018 December 31, 2017 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial liabilities measured at fair value: Deferred compensation plan $ 13,310 $ 13,310 $ 19,259 $ 19,259 Contingent consideration 2,821 2,821 2,262 2,262 Financial assets not measured at fair value: Cash and cash equivalents $ 40,868 $ 40,868 $ 36,480 $ 36,480 Restricted cash 12,389 12,389 9,076 9,076 Accounts receivable, net 5,944 5,944 5,127 5,127 Due from Ashford Trust OP 13,467 13,467 13,346 13,346 Due from Braemar OP 342 342 1,738 1,738 Investments in unconsolidated entities 500 500 500 500 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 21,596 $ 21,596 $ 20,529 $ 20,529 Due to affiliates 5,834 5,834 4,272 4,272 Other liabilities 23,489 23,489 9,076 9,076 Notes payable 13,217 13,257 11,947 12,040 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 condensed 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 Braemar OP, accounts payable and accrued expenses, due to affiliates 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 entities. The carrying value of the asset resulting from investment in unconsolidated entities approximates fair value based on recent observable transactions. This is considered a level 2 valuation technique. Notes payable. The fair value of notes payable 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 | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitment — As of June 30, 2018 , we had approximately $38.9 million of purchase commitments related to our Enhanced Return Funding Program with Ashford Trust which are contingent upon Ashford Trust acquiring additional hotels. See note 14 . Litigation — The Company is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the financial position or results of operations of the Company. However, the adjudication of legal proceedings are difficult to predict 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. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | Equity 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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Income) loss allocated to noncontrolling interests: J&S (82 ) — $ (93 ) $ — OpenKey 187 139 343 260 Pure Rooms 8 51 43 51 RED 5 — (2 ) — Other (1) — — — (146 ) Total net (income) loss allocated to noncontrolling interests $ 118 $ 190 $ 291 $ 165 ________ (1) Represents noncontrolling interests primarily in the AQUA Fund, which was fully dissolved as of December 31, 2017. |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Mezzanine Equity | Mezzanine Equity Redeemable noncontrolling interests are included in the mezzanine section of our condensed consolidated balance sheets as the ownership interests are redeemable for cash or registered shares outside of the Company’s control. See note 2 for tables summarizing the redeemable noncontrolling ownership interests and carrying values. The following table summarizes the net (income) loss allocated to our redeemable noncontrolling interests (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings (1) $ (18 ) $ (4 ) $ (6 ) $ — J&S (295 ) — (650 ) — OpenKey 223 336 505 695 Total net (income) loss allocated to redeemable noncontrolling interests $ (90 ) $ 332 $ (151 ) $ 695 ________ (1) Represents the 0.2% interest in Ashford LLC prior to our legal entity restructuring on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation expense is primarily recorded in “salaries and benefits expense” in our condensed consolidated statements of operations and comprehensive income (loss). The components of equity-based compensation expense for the three and six months ended June 30, 2018 and 2017 are presented below by award type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Equity-based compensation Stock option amortization (1) $ 1,917 $ 1,938 $ 5,674 $ 3,537 Director and other non-employee equity grants expense (2) 355 250 395 250 Pre-spin equity grants expense (3) — 11 — 684 Total equity-based compensation $ 2,272 $ 2,199 $ 6,069 $ 4,471 Other equity-based compensation REIT equity-based compensation (4) $ 10,318 $ 3,289 $ 19,610 $ 2,006 $ 12,590 $ 5,488 $ 25,679 $ 6,477 ________ (1) As of June 30, 2018 , the Company had approximately $15.2 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 six months ended June 30, 2018 , we recorded approximately $2.5 million of equity-based compensation expense related to accelerated vesting of stock options, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. Additionally, during the three and six months ended June 30, 2018 , stock option amortization included $0 and $8,000 , respectively, of amortization related to OpenKey stock options issued under OpenKey’s stock plan. For the three and six months ended June 30, 2017, amortization related to OpenKey stock options was $12,000 and $16,000 , respectively. (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. Options to purchase common stock granted to other non-employees are recorded at fair value based on the market price of the options at period end. The recorded expense, included in “general and administrative,” is equal to the fair value of the award in proportion to the requisite service period satisfied during the period. See “Equity-based Compensation” in note 2 . (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. (4) REIT equity-based compensation expense is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. During the six months ended June 30, 2018 , REIT equity-based compensation included $6.7 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. See notes 2 and 14 . |
Deferred Compensation Plan
Deferred Compensation Plan | 6 Months Ended |
Jun. 30, 2018 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation Plan | Deferred Compensation Plan We administer a non-qualified deferred compensation plan (“DCP”) for certain executive officers. The plan allowed 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 condensed consolidated statements of operations and comprehensive income (loss). The following table summarizes the DCP activity (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Change in fair value Unrealized gain (loss) $ 6,375 $ 1,673 $ 5,814 $ (1,667 ) Distributions Fair value (1) $ 54 $ — $ 134 $ 112 Shares (1) 1 — 2 2 ________ (1) Distributions made to one participant. As of June 30, 2018 and December 31, 2017 the carrying value of the DCP liability was $13.3 million and $19.3 million , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As an asset manager providing advisory services to Ashford Trust and Braemar, as well as holding an ownership interest in other businesses providing products and services to the hospitality industry, including Ashford Trust and Braemar, related party transactions are inherent in our business. Details of our related party transactions are presented below. We are a party to an amended and restated advisory agreement, as amended, with Ashford Trust OP. The base fee is paid quarterly and is based on a declining sliding scale percentage of Ashford Trust’s total market capitalization plus, prior to June 26, 2018, the Key Money Asset Management Fee (defined in our amended and restated 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 0.50% and 0.70% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . Upon effectiveness of the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement on June 29, 2018, the base fee is paid monthly as a percentage of Ashford Trust’s total market capitalization on a declining sliding scale plus the Net Asset Fee Adjustment, as defined in the respective advisory agreement, subject to a minimum monthly base fee. At June 30, 2018 , the quarterly base fee was 0.70% per annum. Reimbursement for overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly 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 Braemar. 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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,862 $ 8,628 $ 17,466 $ 17,452 Reimbursable expenses (1) 1,997 2,662 3,526 4,229 Equity-based compensation (2) 8,940 2,954 15,685 3,356 Incentive advisory fee (3) 452 452 904 904 Total advisory services revenue 20,251 14,696 37,581 25,941 Audio visual revenue (10) 88 — 88 — Other revenue Investment management reimbursements (4) 329 543 511 960 Debt placement fees (5) 3,959 — 4,591 — Claim management services (6) 18 — 36 — Lease revenue (7) 167 167 335 223 Other services (8) 387 217 687 226 Total other revenue 4,860 927 6,160 1,409 Total revenue $ 25,199 $ 15,623 $ 43,829 $ 27,350 REVENUE BY SEGMENT (9) REIT advisory $ 24,724 $ 15,406 $ 43,054 $ 27,124 J&S (10) 88 — 88 — OpenKey 23 11 47 20 Corporate and other 364 206 640 206 Total revenue $ 25,199 $ 15,623 $ 43,829 $ 27,350 COST OF REVENUES Cost of audio visual revenues (10) $ 836 $ — $ 1,190 $ — ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2018 , we recognized $384,000 and $586,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and six months ended June 30, 2017 , we recognized $1.2 million and $1.3 million , 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 mentioned in note 2 , in the amount of $1.1 million and $1.1 million , respectively. (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. For the six months ended June 30, 2018 , equity-based compensation revenue from Ashford Trust included $4.5 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. (3) Incentive advisory fee for the three and six months ended June 30, 2018 , includes the pro-rata portion of the third year installment of the 2016 incentive advisory fee, which is due in January 2019, and for the three and six months ended June 30, 2017 , includes the pro-rata portion of the second year installment of the 2016 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Ashford Trust advisory agreement. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2015 measurement periods. See note 3 . (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 from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. (6) Claims management services include revenues earned from providing insurance claim assessment and administration services. (7) 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. (8) Other services revenue is associated with other hotel services, such as mobile key applications and “allergy friendly” premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Rooms, respectively. (9) See note 16 for discussion of segment reporting. (10) J&S primarily 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 revenues for audio visual” in our condensed consolidated statements of operations. See note 2 for discussion of the audio visual revenue recognition policy. At June 30, 2018 and December 31, 2017 , we had a net receivable of $13.5 million and $13.3 million , respectively, due from Ashford Trust OP associated primarily with advisory services and other revenues, as discussed above. The following table summarizes amounts due (to) from Ashford Trust OP related to each of our consolidated entities (in thousands): June 30, 2018 December 31, 2017 Ashford LLC $ 16 $ — AIM 129 347 J&S 1,240 62 Pure Rooms 252 302 OpenKey 25 25 On June 26, 2018, the Company entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement (the “ERFP Agreement”) with Ashford Trust. The independent directors of the board of directors of each Ashford Inc. and Ashford Trust with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Ashford Inc. and Ashford Trust, respectively. Under the ERFP Agreement, the Company has agreed to provide $50 million to Ashford Trust in connection with Ashford Trust’s acquisition of additional hotels with the ability to be increased up to $100 million based upon mutual agreement by the parties. On the date that Ashford Trust closes on a hotel acquisition, the Company is obligated to provide Ashford Trust 10% of the acquired hotel's purchase price in the form of furniture, fixtures and equipment (“FF&E”), which is subsequently leased to Ashford Trust at no cost. In connection with Ashford Trust’s acquisition of a hotel on June 29, 2018, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $11.1 million of FF&E at Ashford Trust properties. As of June 30, 2018, the Company had not yet purchased any FF&E under the ERFP Agreement. As a result, our outstanding ERFP obligation of $11.1 million is reflected in our condensed consolidated balance sheet as “other assets” and “other liabilities” as of June 30, 2018. See note 14 . We are also a party to an amended and restated advisory agreement with Braemar OP. Braemar is required to pay a monthly base fee that is 1/12th of 0.70% of Braemar’s total market capitalization plus the Key Money Asset Management Fee (defined in the advisory agreement as the aggregate gross asset value of all key money assets multiplied by 1/12th of 0.70% ), subject to a minimum monthly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Total market capitalization includes the aggregate principal amount of Braemar’s 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). Reimbursement for overhead, internal audit, risk management advisory and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly to Braemar based on a pro rata allocation as determined by the ratio of Braemar’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Braemar. We also record advisory revenue for equity grants of Braemar 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 Braemar’s annual total stockholder return exceeds the average annual total stockholder return for Braemar’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. The following table summarizes the revenues related to Braemar OP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 2,312 $ 2,276 $ 4,419 $ 4,279 Reimbursable expenses (1) 499 533 919 1,082 Equity-based compensation (2) 1,378 335 3,925 (1,350 ) Incentive advisory fee (3) — 318 — 637 Other advisory revenue (4) 130 14 258 14 Total advisory services revenue 4,319 3,476 9,521 4,662 Other revenue Debt placement fees (5) 1,000 — 1,000 — Claims management services (6) 32 — 69 — Lease revenue (7) 84 84 168 168 Other services (8) 208 — 419 — Total other revenue 1,324 84 1,656 168 Total revenue $ 5,643 $ 3,560 $ 11,177 $ 4,830 REVENUE BY SEGMENT (9) REIT advisory $ 5,435 $ 3,560 $ 10,758 $ 4,830 J&S (10) — — — — OpenKey 11 — 16 — Corporate and other 197 — 403 — Total revenue $ 5,643 $ 3,560 $ 11,177 $ 4,830 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2018 , we recognized $29,000 and $44,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and six months ended June 30, 2017 , we recognized $91,000 and $95,000 , 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 mentioned in note 2 , in the amount of $1.1 million and $1.1 million , respectively. (2) Equity-based compensation revenue is associated with equity grants of Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. For the six months ended June 30, 2018 , equity-based compensation revenue from Braemar included $2.2 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. (3) No incentive fee was recorded for the three and six months ended June 30, 2018 , because Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods. For the three and six months ended June 30, 2017 , incentive advisory fee includes the pro-rata portion of the third year installment of the 2015 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. See note 3 . (4) In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10 -year initial term. (5) Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. (6) Claims management services include revenues earned from providing insurance claim assessment and administration services. (7) In connection with our key money transaction with Braemar, we lease furniture, fixtures and equipment to Braemar 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. (8) Other services revenue is associated with other hotel services, such as mobile key applications, “allergy friendly” premium rooms and watersports activities & travel/transportation services, provided to Braemar by our consolidated subsidiaries, OpenKey, Pure Rooms and RED, respectively. (9) See note 16 for discussion of segment reporting. (10) J&S primarily 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 are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. For the three and six months ended June 30, 2018 and 2017 , J&S had no cost of revenues for audio visual associated with Braemar. At June 30, 2018 and December 31, 2017 , we had receivables of $342,000 and $1.7 million , respectively, from Braemar OP associated with advisory services and other revenues, as discussed above. See note 2 for details regarding receivables held by our consolidated subsidiaries, due from our affiliates. The following table summarizes amounts due from Braemar OP related to each of our consolidated entities (in thousands): June 30, 2018 December 31, 2017 Ashford LLC $ 32 $ — Pure Rooms 39 50 OpenKey 3 6 RED 64 — Ashford Trust and Braemar have management agreements with Remington Holdings L.P. and its subsidiaries (“Remington”), which is beneficially owned by our Chairman and Chief Executive Officer and Ashford Trust’s Chairman Emeritus. Transactions related to these agreements are included in the accompanying consolidated financial statements. Under the agreements, we pay Remington Lodging general and administrative expense reimbursements, approved by the independent directors of Ashford Trust and Braemar, 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 Braemar. These reimbursements are included in general and administrative expenses on the condensed consolidated statements of operations. The charges totaled $1.3 million and $2.5 million , for the three and six months ended June 30, 2018 , respectively, and $1.2 million and $2.4 million , for the three and six months ended June 30, 2017 , respectively. The amounts due under these arrangements as of June 30, 2018 and December 31, 2017 , are included in “due to affiliates” on our condensed consolidated balance sheets. Ashford Trust held a 16.30% and 16.23% and Braemar held an 8.21% and 0% noncontrolling interest in OpenKey as of June 30, 2018 and December 31, 2017 , respectively. During the three and six months ended June 30, 2018 , Ashford Trust invested $0 and $667,000 , respectively, and Braemar invested $0 and $2.0 million , respectively in OpenKey. During the three and six months ended June 30, 2017 , Ashford Trust invested $0 and $650,000 , respectively, in OpenKey. Braemar held no investments in OpenKey during the three and six months ended June 30, 2017 . See also notes 1 , 2 , 10 , and 11 . 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, with escalating lease payments based on the Consumer Price Index. Rental expense for the three and six months ended June 30, 2018 , was $84,000 , and $168,000 , respectively. We did not incur rental expense related to this lease for the three and six months ended June 30, 2017 . |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 8,960 $ (6,709 ) $ 3,237 $ (9,094 ) Less: Net income (loss) allocated to unvested shares (38 ) — (14 ) — Undistributed net income (loss) allocated to common stockholders 8,922 (6,709 ) 3,223 (9,094 ) Distributed and undistributed net income (loss) - basic $ 8,922 $ (6,709 ) $ 3,223 $ (9,094 ) Effect of deferred compensation plan (6,375 ) (1,673 ) (5,814 ) — Effect of contingently issuable shares (223 ) (336 ) (505 ) (695 ) Distributed and undistributed net income (loss) - diluted $ 2,324 $ (8,718 ) $ (3,096 ) $ (9,789 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,095 2,019 2,094 2,017 Effect of deferred compensation plan shares 206 209 103 — Effect of contingently issuable shares 26 37 22 34 Effect of assumed exercise of stock options 160 — — — Weighted average common shares outstanding – diluted 2,487 2,265 2,219 2,051 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ 4.26 $ (3.32 ) $ 1.54 $ (4.51 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ 0.93 $ (3.85 ) $ (1.40 ) $ (4.77 ) 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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to unvested restricted shares $ 38 $ — $ 14 $ — Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings 18 4 6 — Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock 295 — 650 — Total $ 351 $ 4 $ 670 $ — Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 9 — 9 — Effect of assumed exercise of stock options — — 197 — Effect of assumed conversion of Ashford Holdings units 4 4 4 4 Effect of contingently issuable shares 50 — 38 — Total 63 4 248 4 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2018 | |
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) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms, (c) Pure Rooms, which provides “allergy friendly” premium rooms in the hospitality industry, and (d) RED, a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. OpenKey, Pure Rooms and RED operating segments do not individually meet the accounting criteria for separate disclosure as reportable segments. However, we have elected to disclose OpenKey as a reportable segment. Accordingly, we have three reportable segments: REIT Advisory, J&S and OpenKey. We combine the operating results of Pure Rooms and RED into an “all other” category, which we refer to as “Corporate and Other.” See footnote 3 for details of our segments’ material revenue generating activities. As of June 30, 2018 , there were no material intercompany revenues or expenses between 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 three and six months ended June 30, 2018 , and 2017 is presented in the following tables (in thousands). Consolidated subsidiaries are reflected as of their respective acquisition dates or as of the date we were determined to be the primary beneficiary of variable interest entities. Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 24,570 $ — $ — $ — $ 24,570 $ 18,172 $ — $ — $ — $ 18,172 Audio visual — 23,376 — — 23,376 — — — — — Other 5,587 — 153 1,125 6,865 794 — 43 630 1,467 Total revenue 30,157 23,376 153 1,125 54,811 18,966 — 43 630 19,639 EXPENSES Depreciation and amortization 369 489 7 328 1,193 367 — 6 214 587 Impairment — — — — — 1,041 — — 31 1,072 Other operating expenses (1) 12,814 20,708 903 8,323 42,748 6,484 — 849 9,229 16,562 Total expenses 13,183 21,197 910 8,651 43,941 7,892 — 855 9,474 18,221 OPERATING INCOME (LOSS) 16,974 2,179 (757 ) (7,526 ) 10,870 11,074 — (812 ) (8,844 ) 1,418 Interest expense — (144 ) — (17 ) (161 ) — — — (6 ) (6 ) Amortization of loan costs — (12 ) (7 ) (5 ) (24 ) — — (4 ) (5 ) (9 ) Interest income — — — 73 73 — — — 38 38 Other income (expense) 27 (256 ) — 8 (221 ) — — — (29 ) (29 ) INCOME (LOSS) BEFORE INCOME TAXES 17,001 1,767 (764 ) (7,467 ) 10,537 11,074 — (816 ) (8,846 ) 1,412 Income tax (expense) benefit (3,003 ) (502 ) — 1,900 (1,605 ) (4,054 ) — — (4,589 ) (8,643 ) NET INCOME (LOSS) $ 13,998 $ 1,265 $ (764 ) $ (5,567 ) $ 8,932 $ 7,020 $ — $ (816 ) $ (13,435 ) $ (7,231 ) ________ (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 generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses. Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 47,102 $ — $ — $ — $ 47,102 $ 30,603 $ — $ — $ — $ 30,603 Audio visual — 46,686 — — 46,686 — — — — — Other 6,708 — 472 2,011 9,191 1,351 — 68 630 2,049 Total revenue 53,810 46,686 472 2,011 102,979 31,954 — 68 630 32,652 EXPENSES Depreciation and amortization 759 943 13 518 2,233 626 — 11 418 1,055 Impairment 1,919 — — — 1,919 1,041 — — 31 1,072 Other operating expenses (1) 24,055 40,511 2,074 26,353 92,993 7,317 — 1,674 22,252 31,243 Total operating expenses 26,733 41,454 2,087 26,871 97,145 8,984 — 1,685 22,701 33,370 OPERATING INCOME (LOSS) 27,077 5,232 (1,615 ) (24,860 ) 5,834 22,970 — (1,617 ) (22,071 ) (718 ) Interest expense — (283 ) — (21 ) (304 ) — — — (6 ) (6 ) Amortization of loan costs — (24 ) (13 ) (10 ) (47 ) — — (4 ) (5 ) (9 ) Interest income — — — 185 185 — — — 71 71 Other income (expense) 46 (314 ) (1 ) 9 (260 ) — — (8 ) (11 ) (19 ) INCOME (LOSS) BEFORE INCOME TAXES 27,123 4,611 (1,629 ) (24,697 ) 5,408 22,970 — (1,629 ) (22,022 ) (681 ) Income tax (expense) benefit (5,266 ) (1,248 ) — 4,203 (2,311 ) (8,352 ) — — (921 ) (9,273 ) NET INCOME (LOSS) $ 21,857 $ 3,363 $ (1,629 ) $ (20,494 ) $ 3,097 $ 14,618 $ — $ (1,629 ) $ (22,943 ) $ (9,954 ) ________ (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 generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 7, 2018, at a Special Meeting of Stockholders, Ashford shareholders voted to approve certain matters related to Ashford’s acquisition of the Project Management business of Remington Holdings, L.P. (“Remington”), including the issuance of 8,120,000 shares of newly created convertible preferred stock (“Series B Preferred Stock”). On August 8, 2018, we acquired the Project Management business from Remington for a total transaction value of $203 million . The purchase price was paid by issuing the Series B Preferred Stock to the sellers of the Project Management business. The Series B Preferred Stock has a conversion price of $140 per share and, if converted immediately after the consummation of the transaction, would convert into 1,450,000 shares of our common stock. Dividends on the Series B Preferred Stock are payable at an annual rate of 5.5% in the first year, 6.0% in the second year, and 6.5% in the third year and each year thereafter. Voting rights are on an as-converted basis and the holders of the Series B Preferred Stock have a voting limit of 25% of Ashford Inc.'s voting securities for five years . Upon closing, Ashford Inc. is responsible to reimburse up to $5.0 million of transaction costs incurred by Remington, or certain of its subsidiaries, and other related seller parties. Upon closing of the transaction, the sellers will have the right to nominate two directors to Ashford Inc.'s Board of Directors. Remington is owned by Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer, and his father, Archie Bennett, Jr. Ashford Inc.'s Board of Directors formed a special committee of independent and disinterested directors to analyze and negotiate the transaction on behalf of Ashford Inc. and deliver a recommendation to its Board of Directors with respect to the transaction. The results of operations of the Project Management business are expected to be included in our condensed consolidated financial statements from the date of acquisition beginning in the third quarter of 2018. We are in the process of evaluating the fair value of the net assets acquired through internal studies and third-party valuations. |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation, and Noncontrolling Interests | Basis of Presentation and Principles of Consolidation —The accompanying historical unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant intercompany accounts and transactions between these entities have been eliminated in these historical condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our 2017 Annual Report on Form 10-K filed with the SEC on March 12, 2018 . 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, and (ii) 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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 Ashford J&S (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest (9) 99.80 % 85.00 % 45.61 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.20 % 15.00 % 29.65 % — % — % Noncontrolling interests in consolidated entities — % — % 24.74 % 30.00 % 20.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 268 $ 3,172 $ 1,412 n/a n/a Redemption value adjustment, year-to-date (123 ) — (615 ) n/a n/a Redemption value adjustment, cumulative 236 — 1,406 n/a n/a Carrying value of noncontrolling interests — 493 764 162 2 Assets, available only to settle subsidiary's obligations (7) n/a 41,866 3,471 1,732 5,089 Liabilities, no recourse to Ashford Inc. (8) n/a 23,247 578 1,678 872 Notes payable, no recourse to Ashford Inc. (8) n/a 10,611 — 100 738 Revolving credit facility, no recourse to Ashford Inc. (8) n/a 998 — 100 15 December 31, 2017 Ashford J&S (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest (9) 99.80 % 85.00 % 43.90 % 70.00 % — % Redeemable noncontrolling interests (1) (2) 0.20 % 15.00 % 39.59 % — % — % Noncontrolling interests in consolidated entities — % — % 16.51 % 30.00 % — % 100.00 % 100.00 % 100.00 % 100.00 % — % Carrying value of redeemable noncontrolling interests $ 385 $ 2,522 $ 2,204 n/a n/a Redemption value adjustment, year-to-date 224 — 1,046 n/a n/a Redemption value adjustment, cumulative 358 — 2,021 n/a n/a Carrying value of noncontrolling interests — 439 128 205 — Assets, available only to settle subsidiary's obligations (7) n/a 36,951 1,403 1,865 — Liabilities, no recourse to Ashford Inc. (8) n/a 21,821 889 1,652 — Notes payable, no recourse to Ashford Inc. (8) n/a 9,917 — 220 — Revolving credit facility, no recourse to Ashford Inc. (8) n/a 814 — 100 — ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed 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, which is generally fair value. (2) 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. (3) 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 , 10 and 11 . (4) 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 , 10 and 11 . (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 and 10 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. RED is a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. See also notes 1 and 10 . (7) Total assets primarily consist 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, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. except in the case of the term loan and line of credit held by RED, for which the creditor has recourse to Ashford Inc. (9) For certain of our investments we are provided a preferred return which is accounted for in our income allocation based on the applicable partnership agreement. In addition to the consolidated entity information above, noncontrolling interests in consolidated entities included a noncontrolling ownership interest in AIM Performance Holdco LP (“AIM”) of 40% as of June 30, 2018 and December 31, 2017 . |
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. |
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 condensed 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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 $0 and $1.9 million for the three and six months ended June 30, 2018 , respectively. The impairment was recognized upon determination that a portion of capitalized software that was not eligible for reimbursement would not be placed into service. An impairment charge of $1.1 million was recorded for both the three and six months ended June 30, 2017 , partially 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 implemented software cost will not be placed into service. See note 14 to our condensed consolidated financial statements. |
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 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 most recent annual test or as of June 30, 2018 . |
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 June 30, 2018 . |
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 Braemar common stock and performance-based 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. 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 13 to our condensed consolidated financial statements. |
Depreciation and Amortization | 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, excluding our RED vessels, 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. Our RED vessels are depreciated using the straight-line method over a useful life of 20 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 notes 4 and 5 . |
Equity-Based Compensation | Equity-Based Compensation — We adopted an equity incentive plan that provides for the grant of restricted or unrestricted shares of our common stock, options to purchase our common stock and other share awards, share appreciation rights, performance shares, performance units and other equity-based awards or any combination of the foregoing. Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. The amount of the expense may be subject to adjustment in future periods depending on the specific characteristics of the equity-based award and the application of the accounting guidance. Options to purchase common stock granted to other non-employees are accounted for at fair value based on the market price of the options at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “general and administrative,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Braemar in connection with providing advisory services that result in expense, included in “salaries and benefits,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services” revenue. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) —Comprehensive income consists of net income (loss) 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 income is presented on the condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017 . There were no sources of other comprehensive income (loss) for the three and six months ended June 30, 2017 . |
Due to Affiliates | Due to Affiliates —Due to affiliates represents current payables resulting from general and administrative expense, furniture, fixtures and equipment reimbursements, and contingent consideration associated with the acquisition of J&S. Due to affiliates is generally settled within a period not exceeding one year. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards — In May 2014, the FASB issued ASU 2014-09, also referred to as “ASC 606” Revenue from Contracts with Customers . The core principle of the guidance is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled 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. ASC 606 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. Effective January 1, 2018, we adopted the new standard using the modified retrospective approach. Based on our assessment, adoption of the new guidance did not require a cumulative-effect adjustment to the opening retained earnings on January 1, 2018. We expect the new standard’s impact on net income will be immaterial on an ongoing annual basis; however, the Company does anticipate that the new standard will have an impact on its revenues in interim periods due to timing. The primary impact of adopting the new standard relates to the timing of recognition of incentive advisory fees, which are a form of variable consideration and therefore must 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. 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. There are no material changes in revenue recognition for audio visual, investment management reimbursements, debt placement fees, claims management services revenue, lease revenue or other services revenue. See note 3 for additional information regarding our adoption of ASC 606. 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. We have adopted this standard effective January 1, 2018, and the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. See “Unconsolidated VIEs” above in note 2. 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. We have adopted this standard effective January 1, 2018, and the adoption of this standard did not have a material impact on our condensed 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. We have adopted this standard effective January 1, 2018. Recently Issued Accounting Standards —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. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases ("ASU 2018-10") and ASU 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-10 affect only narrow aspects of the guidance issued in the amendments in ASU 2016-02, including but not limited to lease residual value guarantee, rate implicit in the lease and lease term and purchase option. The amendments in ASU 2018-11 provide an optional transition method for adoption of the new standard, which will allow entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. ASU 2016-02 is effective for annual and interim periods for fiscal years beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 on a modified retrospective basis. We disclosed $5.5 million in undiscounted operating lease obligations in our lease commitments footnote in our most recent 10-K. We are currently evaluating those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. We expect the adoption of the new standard will have a material impact on our condensed consolidated balance sheets due to the recognition of the ROU asset and lease liability related to our current operating leases. We are implementing repeatable processes to manage ongoing lease data collection and analysis, and evaluating accounting policies and internal controls that will be impacted by the new standards. 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 condensed 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 condensed consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees and aligns the guidance for share-based payments to non-employees with the requirements for share-based payments granted to employees. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-07 will have on the condensed consolidated financial statements and expect that the associated compensation expense of the majority of our equity awards will be based on the grant date fair value. |
Significant Accounting Polici26
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Noncontrolling Interest | The following tables present information about our noncontrolling interests, including those related to consolidated VIEs, as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 Ashford J&S (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest (9) 99.80 % 85.00 % 45.61 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.20 % 15.00 % 29.65 % — % — % Noncontrolling interests in consolidated entities — % — % 24.74 % 30.00 % 20.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 268 $ 3,172 $ 1,412 n/a n/a Redemption value adjustment, year-to-date (123 ) — (615 ) n/a n/a Redemption value adjustment, cumulative 236 — 1,406 n/a n/a Carrying value of noncontrolling interests — 493 764 162 2 Assets, available only to settle subsidiary's obligations (7) n/a 41,866 3,471 1,732 5,089 Liabilities, no recourse to Ashford Inc. (8) n/a 23,247 578 1,678 872 Notes payable, no recourse to Ashford Inc. (8) n/a 10,611 — 100 738 Revolving credit facility, no recourse to Ashford Inc. (8) n/a 998 — 100 15 December 31, 2017 Ashford J&S (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest (9) 99.80 % 85.00 % 43.90 % 70.00 % — % Redeemable noncontrolling interests (1) (2) 0.20 % 15.00 % 39.59 % — % — % Noncontrolling interests in consolidated entities — % — % 16.51 % 30.00 % — % 100.00 % 100.00 % 100.00 % 100.00 % — % Carrying value of redeemable noncontrolling interests $ 385 $ 2,522 $ 2,204 n/a n/a Redemption value adjustment, year-to-date 224 — 1,046 n/a n/a Redemption value adjustment, cumulative 358 — 2,021 n/a n/a Carrying value of noncontrolling interests — 439 128 205 — Assets, available only to settle subsidiary's obligations (7) n/a 36,951 1,403 1,865 — Liabilities, no recourse to Ashford Inc. (8) n/a 21,821 889 1,652 — Notes payable, no recourse to Ashford Inc. (8) n/a 9,917 — 220 — Revolving credit facility, no recourse to Ashford Inc. (8) n/a 814 — 100 — ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed 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, which is generally fair value. (2) 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. (3) 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 , 10 and 11 . (4) 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 , 10 and 11 . (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 and 10 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. RED is a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. See also notes 1 and 10 . (7) Total assets primarily consist 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, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. except in the case of the term loan and line of credit held by RED, for which the creditor has recourse to Ashford Inc. (9) For certain of our investments we are provided a preferred return which is accounted for in our income allocation based on the applicable partnership agreement. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The tables below present the impact of applying the new revenue recognition standard to the components of total revenue within the condensed consolidated statement of operations for the three and six months ended June 30, 2018 , as a result of the change in the timing of revenue recognition of incentive advisory fees during interim periods prior to the fourth quarter of the year in which the incentive fee is measured (in thousands): Three Months Ended June 30, 2018 As Reported Financial Results Prior to Adoption of Revenue Recognition Standard Impact of Adoption of Revenue Recognition Standard Advisory services revenue: Base advisory fee $ 11,174 $ 11,174 $ — Incentive advisory fee 452 1,534 (1,082 ) Reimbursable expenses 2,496 2,496 — Non-cash stock/unit-based compensation 10,318 10,318 — Other advisory revenue 130 130 — Total advisory services revenue 24,570 25,652 (1,082 ) Audio visual 23,376 23,376 — Other 6,865 6,865 — Total revenue $ 54,811 $ 55,893 $ (1,082 ) Six Months Ended June 30, 2018 As Reported Financial Results Prior to Adoption of Revenue Recognition Standard Impact of Adoption of Revenue Recognition Standard Advisory services revenue: Base advisory fee $ 21,885 $ 21,885 $ — Incentive advisory fee 904 2,343 (1,439 ) Reimbursable expenses 4,445 4,445 — Non-cash stock/unit-based compensation 19,610 19,610 — Other advisory revenue 258 258 — Total advisory services revenue 47,102 48,541 (1,439 ) Audio visual 46,686 46,686 — Other 9,191 9,191 — Total revenue $ 102,979 $ 104,418 $ (1,439 ) |
Disaggregation of Revenue | The following table presents revenue from our J&S reporting segment geographically for the three and six months ended June 30, 2018 and 2017 (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 United States $ 16,210 $ — $ 32,162 $ — Mexico 5,257 — 10,717 — Dominican Republic 1,909 — 3,807 — $ 23,376 $ — $ 46,686 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 $ 6,564 Furniture, fixtures and equipment 9,020 5 years Goodwill 12,321 Trademarks 3,201 Customer relationships 6,519 7 years Other assets 129 Total assets acquired 37,754 Current liabilities 7,080 Notes payable, current 445 Deferred income 1,213 Note payable, non-current 533 Total assumed liabilities 9,271 Net assets acquired $ 28,483 |
Pro Forma Information | The following table reflects the unaudited pro forma results of operations as if the J&S acquisition and Pure Rooms acquisition (as disclosed in our Form 10-K for the year ended December 31, 2017 ) had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2017, and the removal of $304,000 and $412,000 of transaction costs directly attributable to the acquisitions for three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenue $ 54,811 $ 38,577 $ 102,979 $ 71,678 Net income (loss) 8,932 (6,685 ) 3,097 (7,922 ) Net income (loss) attributable to the Company 8,960 (6,302 ) 3,237 (7,535 ) Pro forma income (loss) per share: Basic $ 4.26 $ (3.02 ) $ 1.54 $ (3.61 ) Diluted $ 0.93 $ (3.56 ) $ (1.40 ) $ (3.88 ) Pro forma weighted average common shares outstanding (in thousands): Basic 2,095 2,089 2,094 2,087 Diluted 2,487 2,334 2,219 2,121 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the six months ended June 30, 2018 , are as follows (in thousands): J&S Corporate and Other Consolidated Balance at January 1, 2018 $ 12,165 $ 782 $ 12,947 Changes in goodwill: Additions — — — Adjustments 156 — 156 Balance at June 30, 2018 $ 12,321 $ 782 $ 13,103 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net as of June 30, 2018 and December 31, 2017 , are as follows (in thousands): June 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Rooms customer relationships $ 175 $ (44 ) $ 131 $ 175 $ (26 ) $ 149 J&S customer relationships 6,519 (621 ) 5,898 6,519 (156 ) 6,363 $ 6,694 $ (665 ) $ 6,029 $ 6,694 $ (182 ) $ 6,512 Indefinite-lived intangible assets: J&S trademarks $ 3,201 $ 3,201 $ 3,201 $ 3,201 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net as of June 30, 2018 and December 31, 2017 , are as follows (in thousands): June 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Rooms customer relationships $ 175 $ (44 ) $ 131 $ 175 $ (26 ) $ 149 J&S customer relationships 6,519 (621 ) 5,898 6,519 (156 ) 6,363 $ 6,694 $ (665 ) $ 6,029 $ 6,694 $ (182 ) $ 6,512 Indefinite-lived intangible assets: J&S trademarks $ 3,201 $ 3,201 $ 3,201 $ 3,201 |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable, net consisted of the following (in thousands): Indebtedness Subsidiary Maturity Interest Rate June 30, 2018 December 31, 2017 Senior revolving credit facility Ashford Inc. March 1, 2021 Base Rate (1) + 2.00% to 2.50% or LIBOR (2) + 3.00% to 3.50% $ — $ — Term loan J&S November 1, 2022 One-Month LIBOR (3) + 3.25% 9,417 9,917 Revolving credit facility J&S November 1, 2022 One-Month LIBOR (3) + 3.25% 998 814 Capital lease obligations J&S Various Various - fixed 655 896 Equipment note J&S November 1, 2022 One-Month LIBOR (3) + 3.25% 1,194 — Draw Term Loan J&S November 1, 2022 One-Month LIBOR (3) + 3.25% — — Revolving credit facility OpenKey October 31, 2018 Prime Rate (4) + 2.75% — — Term loan Pure Rooms October 1, 2018 5.00% 100 220 Revolving credit facility Pure Rooms On demand Prime Rate (4) + 1.00% 100 100 Term loan RED April 5, 2025 Prime Rate (4) + 1.75% 738 — Revolving credit facility RED March 5, 2019 Prime Rate (4) + 1.75% 15 — Total notes payable 13,217 11,947 Less deferred loan costs, net (226 ) (240 ) Total notes payable less net deferred loan costs 12,991 11,707 Less current portion (1,670 ) (1,751 ) $ 11,321 $ 9,956 __________________ (1) Base Rate, as defined in the senior revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate plus 0.50% , or (iii) LIBOR plus 1.00% . (2) Ashford Inc. may elect a 1, 2, 3 or 6 month LIBOR period for each borrowing. (3) The one-month LIBOR rate was 2.09% and 1.56% at June 30, 2018 and December 31, 2017 , respectively. (4) Prime Rate was 5.00% and 4.50% at June 30, 2018 and December 31, 2017 , respectively. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 Liabilities Contingent consideration $ — $ — $ (2,821 ) $ (2,821 ) (1) Deferred compensation plan (13,310 ) — — (13,310 ) Total $ (13,310 ) $ — $ (2,821 ) $ (16,131 ) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2017 Liabilities Contingent consideration $ — $ — $ (2,262 ) $ (2,262 ) (1) Deferred compensation plan (19,259 ) — — (19,259 ) Total $ (19,259 ) $ — $ (2,262 ) $ (21,521 ) __________________ (1) Reported as “due to affiliates” in the condensed consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the rollforward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2017 $ (2,262 ) Acquisitions — Gains (losses) included in earnings (2) (559 ) Dispositions and settlements — Transfers into/out of Level 3 — Balance at June 30, 2018 $ (2,821 ) __________________ (1) Includes Ashford Inc.’s contingent consideration associated with the acquisition of J&S, which is carried at fair value in the condensed consolidated balance sheets within “due to affiliates”. The fair value was estimated using significant inputs that are not observable in the market and thus represent Level 3 fair value measurements. The significant input in the Level 3 measurement of the contingent consideration is the risk adjusted discount rate used to discount the future payment. (2) Reported as “other” operating expense in the condensed consolidated statements of operations. |
Effect of Fair Value Measured Liabilities on Statements of Operations and Comprehensive Income (Loss) | The following table summarizes the effect of fair value measured assets and liabilities on the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Assets Options on futures contracts $ — $ (16 ) $ — $ (91 ) Total — (16 ) — (91 ) Liabilities Contingent consideration (346 ) — (559 ) — Deferred compensation plan 6,375 1,673 5,814 (1,667 ) Total 6,029 1,673 5,255 (1,667 ) Net $ 6,029 $ 1,657 $ 5,255 $ (1,758 ) Total combined Unrealized gain (loss) on investments (1) $ — $ 78 $ — $ 203 Realized gain (loss) on investments — (94 ) — (294 ) Contingent consideration (2) (346 ) — (559 ) — Deferred compensation plan (3) 6,375 1,673 5,814 (1,667 ) Net $ 6,029 $ 1,657 $ 5,255 $ (1,758 ) ________ (1) Includes unrealized gain (loss) associated with investments in unconsolidated entities and reported as “unrealized gain (loss) on investments” in the condensed consolidated statements of operations. (2) Represents the accretion of contingent consideration associated with the acquisition of J&S. Reported as a component of “other operating expense” in the condensed consolidated statements of operations. (3) Reported as a component of “salaries and benefits” in the condensed consolidated statements of operations. |
Summary of Fair Value of Fina32
Summary of Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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): June 30, 2018 December 31, 2017 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial liabilities measured at fair value: Deferred compensation plan $ 13,310 $ 13,310 $ 19,259 $ 19,259 Contingent consideration 2,821 2,821 2,262 2,262 Financial assets not measured at fair value: Cash and cash equivalents $ 40,868 $ 40,868 $ 36,480 $ 36,480 Restricted cash 12,389 12,389 9,076 9,076 Accounts receivable, net 5,944 5,944 5,127 5,127 Due from Ashford Trust OP 13,467 13,467 13,346 13,346 Due from Braemar OP 342 342 1,738 1,738 Investments in unconsolidated entities 500 500 500 500 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 21,596 $ 21,596 $ 20,529 $ 20,529 Due to affiliates 5,834 5,834 4,272 4,272 Other liabilities 23,489 23,489 9,076 9,076 Notes payable 13,217 13,257 11,947 12,040 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of (income) loss allocated to noncontrolling interests for each of our consolidated entities | The following table summarizes the (income) loss allocated to noncontrolling interests for each of our consolidated entities (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Income) loss allocated to noncontrolling interests: J&S (82 ) — $ (93 ) $ — OpenKey 187 139 343 260 Pure Rooms 8 51 43 51 RED 5 — (2 ) — Other (1) — — — (146 ) Total net (income) loss allocated to noncontrolling interests $ 118 $ 190 $ 291 $ 165 ________ (1) Represents noncontrolling interests primarily in the AQUA Fund, which was fully dissolved as of December 31, 2017. |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table summarizes the net (income) loss allocated to our redeemable noncontrolling interests (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings (1) $ (18 ) $ (4 ) $ (6 ) $ — J&S (295 ) — (650 ) — OpenKey 223 336 505 695 Total net (income) loss allocated to redeemable noncontrolling interests $ (90 ) $ 332 $ (151 ) $ 695 ________ (1) Represents the 0.2% interest in Ashford LLC prior to our legal entity restructuring on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost | Equity-based compensation expense is primarily recorded in “salaries and benefits expense” in our condensed consolidated statements of operations and comprehensive income (loss). The components of equity-based compensation expense for the three and six months ended June 30, 2018 and 2017 are presented below by award type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Equity-based compensation Stock option amortization (1) $ 1,917 $ 1,938 $ 5,674 $ 3,537 Director and other non-employee equity grants expense (2) 355 250 395 250 Pre-spin equity grants expense (3) — 11 — 684 Total equity-based compensation $ 2,272 $ 2,199 $ 6,069 $ 4,471 Other equity-based compensation REIT equity-based compensation (4) $ 10,318 $ 3,289 $ 19,610 $ 2,006 $ 12,590 $ 5,488 $ 25,679 $ 6,477 ________ (1) As of June 30, 2018 , the Company had approximately $15.2 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 six months ended June 30, 2018 , we recorded approximately $2.5 million of equity-based compensation expense related to accelerated vesting of stock options, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. Additionally, during the three and six months ended June 30, 2018 , stock option amortization included $0 and $8,000 , respectively, of amortization related to OpenKey stock options issued under OpenKey’s stock plan. For the three and six months ended June 30, 2017, amortization related to OpenKey stock options was $12,000 and $16,000 , respectively. (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. Options to purchase common stock granted to other non-employees are recorded at fair value based on the market price of the options at period end. The recorded expense, included in “general and administrative,” is equal to the fair value of the award in proportion to the requisite service period satisfied during the period. See “Equity-based Compensation” in note 2 . (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. (4) REIT equity-based compensation expense is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. During the six months ended June 30, 2018 , REIT equity-based compensation included $6.7 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. See notes 2 and 14 . |
Deferred Compensation Plan (Tab
Deferred Compensation Plan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Compensation Related Costs [Abstract] | |
Schedule of Deferred Compensation Plan | The following table summarizes the DCP activity (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Change in fair value Unrealized gain (loss) $ 6,375 $ 1,673 $ 5,814 $ (1,667 ) Distributions Fair value (1) $ 54 $ — $ 134 $ 112 Shares (1) 1 — 2 2 ________ (1) Distributions made to one participant. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes amounts due (to) from Ashford Trust OP related to each of our consolidated entities (in thousands): June 30, 2018 December 31, 2017 Ashford LLC $ 16 $ — AIM 129 347 J&S 1,240 62 Pure Rooms 252 302 OpenKey 25 25 The following table summarizes the revenues related to Braemar OP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 2,312 $ 2,276 $ 4,419 $ 4,279 Reimbursable expenses (1) 499 533 919 1,082 Equity-based compensation (2) 1,378 335 3,925 (1,350 ) Incentive advisory fee (3) — 318 — 637 Other advisory revenue (4) 130 14 258 14 Total advisory services revenue 4,319 3,476 9,521 4,662 Other revenue Debt placement fees (5) 1,000 — 1,000 — Claims management services (6) 32 — 69 — Lease revenue (7) 84 84 168 168 Other services (8) 208 — 419 — Total other revenue 1,324 84 1,656 168 Total revenue $ 5,643 $ 3,560 $ 11,177 $ 4,830 REVENUE BY SEGMENT (9) REIT advisory $ 5,435 $ 3,560 $ 10,758 $ 4,830 J&S (10) — — — — OpenKey 11 — 16 — Corporate and other 197 — 403 — Total revenue $ 5,643 $ 3,560 $ 11,177 $ 4,830 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2018 , we recognized $29,000 and $44,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and six months ended June 30, 2017 , we recognized $91,000 and $95,000 , 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 mentioned in note 2 , in the amount of $1.1 million and $1.1 million , respectively. (2) Equity-based compensation revenue is associated with equity grants of Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. For the six months ended June 30, 2018 , equity-based compensation revenue from Braemar included $2.2 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. (3) No incentive fee was recorded for the three and six months ended June 30, 2018 , because Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods. For the three and six months ended June 30, 2017 , incentive advisory fee includes the pro-rata portion of the third year installment of the 2015 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. See note 3 . (4) In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10 -year initial term. (5) Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. (6) Claims management services include revenues earned from providing insurance claim assessment and administration services. (7) In connection with our key money transaction with Braemar, we lease furniture, fixtures and equipment to Braemar 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. (8) Other services revenue is associated with other hotel services, such as mobile key applications, “allergy friendly” premium rooms and watersports activities & travel/transportation services, provided to Braemar by our consolidated subsidiaries, OpenKey, Pure Rooms and RED, respectively. (9) See note 16 for discussion of segment reporting. (10) J&S primarily 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 are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. For the three and six months ended June 30, 2018 and 2017 , J&S had no cost of revenues for audio visual associated with Braemar. The following table summarizes amounts due from Braemar OP related to each of our consolidated entities (in thousands): June 30, 2018 December 31, 2017 Ashford LLC $ 32 $ — Pure Rooms 39 50 OpenKey 3 6 RED 64 — The following table summarizes the revenues and expenses related to Ashford Trust OP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,862 $ 8,628 $ 17,466 $ 17,452 Reimbursable expenses (1) 1,997 2,662 3,526 4,229 Equity-based compensation (2) 8,940 2,954 15,685 3,356 Incentive advisory fee (3) 452 452 904 904 Total advisory services revenue 20,251 14,696 37,581 25,941 Audio visual revenue (10) 88 — 88 — Other revenue Investment management reimbursements (4) 329 543 511 960 Debt placement fees (5) 3,959 — 4,591 — Claim management services (6) 18 — 36 — Lease revenue (7) 167 167 335 223 Other services (8) 387 217 687 226 Total other revenue 4,860 927 6,160 1,409 Total revenue $ 25,199 $ 15,623 $ 43,829 $ 27,350 REVENUE BY SEGMENT (9) REIT advisory $ 24,724 $ 15,406 $ 43,054 $ 27,124 J&S (10) 88 — 88 — OpenKey 23 11 47 20 Corporate and other 364 206 640 206 Total revenue $ 25,199 $ 15,623 $ 43,829 $ 27,350 COST OF REVENUES Cost of audio visual revenues (10) $ 836 $ — $ 1,190 $ — ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2018 , we recognized $384,000 and $586,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and six months ended June 30, 2017 , we recognized $1.2 million and $1.3 million , 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 mentioned in note 2 , in the amount of $1.1 million and $1.1 million , respectively. (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. For the six months ended June 30, 2018 , equity-based compensation revenue from Ashford Trust included $4.5 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. (3) Incentive advisory fee for the three and six months ended June 30, 2018 , includes the pro-rata portion of the third year installment of the 2016 incentive advisory fee, which is due in January 2019, and for the three and six months ended June 30, 2017 , includes the pro-rata portion of the second year installment of the 2016 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Ashford Trust advisory agreement. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2015 measurement periods. See note 3 . (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 from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. (6) Claims management services include revenues earned from providing insurance claim assessment and administration services. (7) 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. (8) Other services revenue is associated with other hotel services, such as mobile key applications and “allergy friendly” premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Rooms, respectively. (9) See note 16 for discussion of segment reporting. (10) J&S primarily 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 revenues for audio visual” in our condensed 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) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 8,960 $ (6,709 ) $ 3,237 $ (9,094 ) Less: Net income (loss) allocated to unvested shares (38 ) — (14 ) — Undistributed net income (loss) allocated to common stockholders 8,922 (6,709 ) 3,223 (9,094 ) Distributed and undistributed net income (loss) - basic $ 8,922 $ (6,709 ) $ 3,223 $ (9,094 ) Effect of deferred compensation plan (6,375 ) (1,673 ) (5,814 ) — Effect of contingently issuable shares (223 ) (336 ) (505 ) (695 ) Distributed and undistributed net income (loss) - diluted $ 2,324 $ (8,718 ) $ (3,096 ) $ (9,789 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,095 2,019 2,094 2,017 Effect of deferred compensation plan shares 206 209 103 — Effect of contingently issuable shares 26 37 22 34 Effect of assumed exercise of stock options 160 — — — Weighted average common shares outstanding – diluted 2,487 2,265 2,219 2,051 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ 4.26 $ (3.32 ) $ 1.54 $ (4.51 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ 0.93 $ (3.85 ) $ (1.40 ) $ (4.77 ) |
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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to unvested restricted shares $ 38 $ — $ 14 $ — Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings 18 4 6 — Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock 295 — 650 — Total $ 351 $ 4 $ 670 $ — Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 9 — 9 — Effect of assumed exercise of stock options — — 197 — Effect of assumed conversion of Ashford Holdings units 4 4 4 4 Effect of contingently issuable shares 50 — 38 — Total 63 4 248 4 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Certain information concerning our segments for the three and six months ended June 30, 2018 , and 2017 is presented in the following tables (in thousands). Consolidated subsidiaries are reflected as of their respective acquisition dates or as of the date we were determined to be the primary beneficiary of variable interest entities. Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 24,570 $ — $ — $ — $ 24,570 $ 18,172 $ — $ — $ — $ 18,172 Audio visual — 23,376 — — 23,376 — — — — — Other 5,587 — 153 1,125 6,865 794 — 43 630 1,467 Total revenue 30,157 23,376 153 1,125 54,811 18,966 — 43 630 19,639 EXPENSES Depreciation and amortization 369 489 7 328 1,193 367 — 6 214 587 Impairment — — — — — 1,041 — — 31 1,072 Other operating expenses (1) 12,814 20,708 903 8,323 42,748 6,484 — 849 9,229 16,562 Total expenses 13,183 21,197 910 8,651 43,941 7,892 — 855 9,474 18,221 OPERATING INCOME (LOSS) 16,974 2,179 (757 ) (7,526 ) 10,870 11,074 — (812 ) (8,844 ) 1,418 Interest expense — (144 ) — (17 ) (161 ) — — — (6 ) (6 ) Amortization of loan costs — (12 ) (7 ) (5 ) (24 ) — — (4 ) (5 ) (9 ) Interest income — — — 73 73 — — — 38 38 Other income (expense) 27 (256 ) — 8 (221 ) — — — (29 ) (29 ) INCOME (LOSS) BEFORE INCOME TAXES 17,001 1,767 (764 ) (7,467 ) 10,537 11,074 — (816 ) (8,846 ) 1,412 Income tax (expense) benefit (3,003 ) (502 ) — 1,900 (1,605 ) (4,054 ) — — (4,589 ) (8,643 ) NET INCOME (LOSS) $ 13,998 $ 1,265 $ (764 ) $ (5,567 ) $ 8,932 $ 7,020 $ — $ (816 ) $ (13,435 ) $ (7,231 ) ________ (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 generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses. Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory J&S OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 47,102 $ — $ — $ — $ 47,102 $ 30,603 $ — $ — $ — $ 30,603 Audio visual — 46,686 — — 46,686 — — — — — Other 6,708 — 472 2,011 9,191 1,351 — 68 630 2,049 Total revenue 53,810 46,686 472 2,011 102,979 31,954 — 68 630 32,652 EXPENSES Depreciation and amortization 759 943 13 518 2,233 626 — 11 418 1,055 Impairment 1,919 — — — 1,919 1,041 — — 31 1,072 Other operating expenses (1) 24,055 40,511 2,074 26,353 92,993 7,317 — 1,674 22,252 31,243 Total operating expenses 26,733 41,454 2,087 26,871 97,145 8,984 — 1,685 22,701 33,370 OPERATING INCOME (LOSS) 27,077 5,232 (1,615 ) (24,860 ) 5,834 22,970 — (1,617 ) (22,071 ) (718 ) Interest expense — (283 ) — (21 ) (304 ) — — — (6 ) (6 ) Amortization of loan costs — (24 ) (13 ) (10 ) (47 ) — — (4 ) (5 ) (9 ) Interest income — — — 185 185 — — — 71 71 Other income (expense) 46 (314 ) (1 ) 9 (260 ) — — (8 ) (11 ) (19 ) INCOME (LOSS) BEFORE INCOME TAXES 27,123 4,611 (1,629 ) (24,697 ) 5,408 22,970 — (1,629 ) (22,022 ) (681 ) Income tax (expense) benefit (5,266 ) (1,248 ) — 4,203 (2,311 ) (8,352 ) — — (921 ) (9,273 ) NET INCOME (LOSS) $ 21,857 $ 3,363 $ (1,629 ) $ (20,494 ) $ 3,097 $ 14,618 $ — $ (1,629 ) $ (22,943 ) $ (9,954 ) ________ (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 generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses. |
Organization and Description 40
Organization and Description of Business (Details) - USD ($) $ in Thousands | Jun. 12, 2018 | Mar. 23, 2018 | Jan. 16, 2018 | Jan. 02, 2018 | Dec. 11, 2017 | Nov. 01, 2017 | Apr. 06, 2017 | Jun. 30, 2018 | Jun. 29, 2018 | Jun. 26, 2018 | Dec. 31, 2017 |
OpenKey | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Ownership by parent | 45.61% | 43.90% | |||||||||
Noncontrolling interests in consolidated entities | 24.74% | 16.51% | |||||||||
Pure Rooms | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Voting interests acquired | 70.00% | ||||||||||
Equity consideration | $ 425 | ||||||||||
Cash consideration | $ 97 | ||||||||||
J&S | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Voting interests acquired | 85.00% | ||||||||||
Equity consideration | $ 5,100 | ||||||||||
Cash consideration | 9,176 | ||||||||||
Consideration transfered | $ 25,500 | ||||||||||
RED | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Voting interests acquired | 80.00% | ||||||||||
Cash consideration | $ 1,000 | $ 220 | $ 970 | ||||||||
Escrow Deposit | $ 750 | ||||||||||
Variable Interest Entity, Primary Beneficiary | OpenKey | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Purchase of assets (in shares) | 8,962 | ||||||||||
Ownership interest (in shares) | 519,647 | ||||||||||
Vesting period | 3 years | ||||||||||
Ashford Trust, Inc. | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Ownership (in shares) | 598,000 | ||||||||||
Ownership percentage | 28.40% | ||||||||||
Braemar | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Ownership (in shares) | 195,000 | ||||||||||
Ownership percentage | 9.20% | ||||||||||
Braemar | OpenKey | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Noncontrolling interests in consolidated entities | 8.21% | 0.00% | |||||||||
Ashford Holdings LLC | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Ownership by parent | 99.80% | ||||||||||
Noncontrolling interests in consolidated entities | 0.20% | ||||||||||
RED | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments to acquire ferry | $ 2,500 | ||||||||||
Ashford Trust | Affiliated Entity | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Program commitment amount | $ 50,000 | ||||||||||
Program potential commitment amount | $ 100,000 | ||||||||||
Program percent of commitment for each hotel | 10.00% | ||||||||||
Program obligation accrued | $ 11,100 | $ 11,100 |
Significant Accounting Polici41
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jun. 26, 2018 | |
Noncontrolling Interest [Line Items] | ||||||
Carrying value of redeemable noncontrolling interests | $ 4,852,000 | $ 4,852,000 | $ 5,111,000 | |||
Redemption value adjustment, year-to-date | 738,000 | |||||
Noncontrolling interests in consolidated entities | 1,421,000 | 1,421,000 | 772,000 | |||
Long-term debt, gross | 13,217,000 | 13,217,000 | 11,947,000 | |||
Investments in unconsolidated entities | 500,000 | 500,000 | 500,000 | |||
Impairment | $ 0 | $ 1,072,000 | $ 1,919,000 | $ 1,072,000 | ||
Undiscounted operating lease obligations | $ 5,500,000 | |||||
Affiliated Entity | Ashford Trust | ||||||
Noncontrolling Interest [Line Items] | ||||||
Program commitment amount | $ 50,000,000 | |||||
Program percent of commitment for each hotel | 10.00% | |||||
Program potential commitment amount | $ 100,000,000 | |||||
Furniture and Fixtures | Minimum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated useful life | 3 years | |||||
Furniture and Fixtures | Maximum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated useful life | 7 years 6 months | |||||
Software and Software Development Costs | Minimum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated useful life | 3 years | |||||
Software and Software Development Costs | Maximum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated useful life | 5 years | |||||
RED vessels | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated useful life | 20 years | |||||
Ashford LLC | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 99.80% | 99.80% | 99.80% | |||
Redeemable noncontrolling interests | 0.20% | 0.20% | 0.20% | |||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | 0.00% | |||
Noncontrolling ownership | 100.00% | 100.00% | 100.00% | |||
Carrying value of redeemable noncontrolling interests | $ 268,000 | $ 268,000 | $ 385,000 | |||
Redemption value adjustment, year-to-date | (123,000) | 224,000 | ||||
Redemption value adjustment, cumulative | 236,000 | 358,000 | ||||
Noncontrolling interests in consolidated entities | $ 0 | $ 0 | $ 0 | |||
J&S | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 85.00% | 85.00% | 85.00% | |||
Redeemable noncontrolling interests | 15.00% | 15.00% | 15.00% | |||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | 0.00% | |||
Noncontrolling ownership | 100.00% | 100.00% | 100.00% | |||
Carrying value of redeemable noncontrolling interests | $ 3,172,000 | $ 3,172,000 | $ 2,522,000 | |||
Redemption value adjustment, year-to-date | 0 | 0 | ||||
Redemption value adjustment, cumulative | 0 | 0 | ||||
Noncontrolling interests in consolidated entities | 493,000 | 493,000 | 439,000 | |||
Assets, available only to settle subsidiary's obligations | 41,866,000 | 41,866,000 | 36,951,000 | |||
Liabilities, no recourse to Ashford Inc | 23,247,000 | 23,247,000 | 21,821,000 | |||
J&S | Revolving Credit Facility | Facility Due 2022 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Long-term debt, gross | 998,000 | 998,000 | $ 814,000 | |||
J&S | Medium-term Notes | Term Loan due 2022 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Long-term debt, gross | $ 10,611,000 | $ 10,611,000 | ||||
OpenKey | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 45.61% | 45.61% | 43.90% | |||
Redeemable noncontrolling interests | 29.65% | 29.65% | 39.59% | |||
Noncontrolling interests in consolidated entities | 24.74% | 24.74% | 16.51% | |||
Noncontrolling ownership | 100.00% | 100.00% | 100.00% | |||
Carrying value of redeemable noncontrolling interests | $ 1,412,000 | $ 1,412,000 | $ 2,204,000 | |||
Redemption value adjustment, year-to-date | (615,000) | 1,046,000 | ||||
Redemption value adjustment, cumulative | 1,406,000 | 2,021,000 | ||||
Noncontrolling interests in consolidated entities | 764,000 | 764,000 | 128,000 | |||
Assets, available only to settle subsidiary's obligations | 3,471,000 | 3,471,000 | 1,403,000 | |||
Liabilities, no recourse to Ashford Inc | 578,000 | 578,000 | 889,000 | |||
OpenKey | Revolving Credit Facility | Facility due October 2018 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Long-term debt, gross | 0 | 0 | 0 | |||
OpenKey | Medium-term Notes | Term Loan due 2022 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Long-term debt, gross | $ 0 | $ 0 | $ 0 | |||
Pure Rooms | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 70.00% | 70.00% | 70.00% | |||
Redeemable noncontrolling interests | 0.00% | 0.00% | 0.00% | |||
Noncontrolling interests in consolidated entities | 30.00% | 30.00% | 30.00% | |||
Noncontrolling ownership | 100.00% | 100.00% | 100.00% | |||
Noncontrolling interests in consolidated entities | $ 162,000 | $ 162,000 | $ 205,000 | |||
Assets, available only to settle subsidiary's obligations | 1,732,000 | 1,732,000 | 1,865,000 | |||
Liabilities, no recourse to Ashford Inc | 1,678,000 | 1,678,000 | 1,652,000 | |||
Pure Rooms | Notes Payable to Banks | Term Loan Due October 2018 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Long-term debt, gross | 100,000 | 100,000 | 220,000 | |||
Pure Rooms | Revolving Credit Facility | Facility due On Demand | ||||||
Noncontrolling Interest [Line Items] | ||||||
Long-term debt, gross | $ 100,000 | $ 100,000 | $ 100,000 | |||
RED | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 80.00% | 80.00% | 0.00% | |||
Redeemable noncontrolling interests | 0.00% | 0.00% | 0.00% | |||
Noncontrolling interests in consolidated entities | 20.00% | 20.00% | 0.00% | |||
Noncontrolling ownership | 100.00% | 100.00% | 0.00% | |||
Noncontrolling interests in consolidated entities | $ 2,000 | $ 2,000 | $ 0 | |||
Assets, available only to settle subsidiary's obligations | 5,089,000 | 5,089,000 | 0 | |||
Liabilities, no recourse to Ashford Inc | $ 872,000 | $ 872,000 | 0 | |||
Long-term debt, gross | 0 | |||||
RED | Revolving Credit Facility | Facility due October 2018 | ||||||
Noncontrolling Interest [Line Items] | ||||||
Long-term debt, gross | $ 0 | |||||
Performance Holdco Investment | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interests in consolidated entities | 40.00% | 40.00% | 40.00% |
Revenues (Details)
Revenues (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Contract asset | $ 11,100 | $ 11,100 | ||||
Deferred revenue recognized | 1,600 | 4,400 | ||||
Total revenue | 54,811 | $ 19,639 | 102,979 | $ 32,652 | ||
Proceeds from affiliates | $ 5,000 | |||||
Accounts receivable, net | 5,944 | $ 5,944 | $ 5,127 | |||
Number of reportable segments | segment | 3 | |||||
J&S | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 23,376 | 0 | $ 46,686 | 0 | ||
J&S | United States | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 16,210 | 0 | 32,162 | 0 | ||
J&S | Mexico | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 5,257 | 0 | 10,717 | 0 | ||
J&S | Dominican Republic | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 1,909 | 0 | 3,807 | 0 | ||
Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 55,893 | 104,418 | ||||
Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | $ (1,082) | $ (1,439) | ||||
Braemar | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | ||||
Ashford Trust OP | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | ||||
Due from related parties | $ 13,467 | $ 13,467 | 13,346 | |||
Braemar OP | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Due from related parties | $ 342 | $ 342 | $ 1,738 | |||
Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | ||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000 | $ 10,000,000 | ||||
Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Advisory services, quarterly base fee | 0.50% | 0.50% | ||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000 | $ 6,000,000 | ||||
Base advisory fee | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 11,174 | 21,885 | ||||
Base advisory fee | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 11,174 | 21,885 | ||||
Base advisory fee | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 0 | 0 | ||||
Incentive advisory fee | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 452 | 904 | ||||
Incentive advisory fee | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 1,534 | 2,343 | ||||
Incentive advisory fee | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | (1,082) | (1,439) | ||||
Reimbursable expenses | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 2,496 | 4,445 | ||||
Reimbursable expenses | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 2,496 | 4,445 | ||||
Reimbursable expenses | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 0 | 0 | ||||
Non-cash stock/unit-based compensation | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 10,318 | 19,610 | ||||
Non-cash stock/unit-based compensation | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 10,318 | 19,610 | ||||
Non-cash stock/unit-based compensation | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 0 | 0 | ||||
Other advisory revenue | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 130 | 258 | ||||
Other advisory revenue | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 130 | 258 | ||||
Other advisory revenue | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 0 | 0 | ||||
Total advisory services revenue | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 24,570 | 18,172 | 47,102 | 30,603 | ||
Total advisory services revenue | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 25,652 | 48,541 | ||||
Total advisory services revenue | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | (1,082) | (1,439) | ||||
Audio visual | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 23,376 | 0 | 46,686 | 0 | ||
Audio visual | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 23,376 | 46,686 | ||||
Audio visual | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 0 | 0 | ||||
Other | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 6,865 | $ 1,467 | 9,191 | $ 2,049 | ||
Other | Financial Results Prior to Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 6,865 | 9,191 | ||||
Other | Impact of Adoption of Revenue Recognition Standard | Impact of Adoption of Revenue Recognition Standard | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total revenue | 0 | 0 | ||||
Advisory Agreements | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deferred revenue recognized | 542 | 890 | ||||
Other Services | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deferred revenue recognized | $ 1,100 | $ 3,500 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 |
J&S and Pure Rooms [Member] | ||||
Business Acquisition [Line Items] | ||||
Non-recurring transaction costs | $ 304 | $ 412 | ||
J&S | ||||
Business Acquisition [Line Items] | ||||
Voting interests acquired | 85.00% | |||
Consideration transfered | $ 25,500 | |||
Cash and cash on hand from loan | 19,200 | |||
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 | $ 5,100 | |||
Contingent consideration | 1,196 | |||
Goodwill expected tax deductible | 9,900 | |||
Revenue included in results since acquisition date | $ 23,400 | 46,700 | ||
Net income (loss) included in results since acquisition date | $ 1,300 | $ 3,400 | ||
Cash | $ 9,176 |
Acquisitions - Schedules (Detai
Acquisitions - Schedules (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 01, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 13,103 | $ 13,103 | $ 12,947 | |||
J&S and Pure Rooms [Member] | ||||||
Pro Forma Financial Results | ||||||
Total revenue | 54,811 | $ 38,577 | 102,979 | $ 71,678 | ||
Net income (loss) | 8,932 | (6,685) | 3,097 | (7,922) | ||
Net income (loss) attributable to common stockholders | $ 8,960 | $ (6,302) | $ 3,237 | $ (7,535) | ||
Pro Forma | ||||||
Basic (in dollars per share) | $ 4.26 | $ (3.02) | $ 1.54 | $ (3.61) | ||
Diluted (in dollars per share) | $ 0.93 | $ (3.56) | $ (1.40) | $ (3.88) | ||
Basic (in shares) | 2,095 | 2,089 | 2,094 | 2,087 | ||
Diluted (in shares) | 2,487 | 2,334 | 2,219 | 2,121 | ||
J&S | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 9,176 | |||||
Term loan | 10,000 | |||||
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 | 6,564 | |||||
Furniture, fixtures and equipment | $ 9,020 | |||||
Estimated useful life | 5 years | |||||
Goodwill | $ 12,321 | |||||
Trademarks | 3,201 | |||||
Customer relationships | 6,519 | |||||
Other assets | 129 | |||||
Total assets acquired | 37,754 | |||||
Current liabilities | 7,080 | |||||
Notes payable, current | 445 | |||||
Deferred income | 1,213 | |||||
Note payable, non-current | 533 | |||||
Total assumed liabilities | 9,271 | |||||
Total assumed liabilities, net of assets acquired | $ 28,483 | |||||
J&S | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Estimated useful life | 7 years |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets, net - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2018 | $ 12,947 |
Changes in goodwill: | |
Additions | 0 |
Adjustments | 156 |
Balance at June 30, 2018 | 13,103 |
Operating Segments | J&S | |
Goodwill [Roll Forward] | |
Balance at January 1, 2018 | 12,165 |
Changes in goodwill: | |
Additions | 0 |
Adjustments | 156 |
Balance at June 30, 2018 | 12,321 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Balance at January 1, 2018 | 782 |
Changes in goodwill: | |
Additions | 0 |
Adjustments | 0 |
Balance at June 30, 2018 | $ 782 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 3,201 | $ 3,201 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,694 | 6,694 |
Accumulated Amortization | (665) | (182) |
Net Carrying Amount | 6,029 | 6,512 |
Trademarks [Member] | J&S | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 3,201 | 3,201 |
Customer Relationships | Pure Rooms | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 175 | 175 |
Accumulated Amortization | (44) | (26) |
Net Carrying Amount | 131 | 149 |
Customer Relationships | J&S | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,519 | 6,519 |
Accumulated Amortization | (621) | (156) |
Net Carrying Amount | $ 5,898 | $ 6,363 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 243 | $ 8 | $ 485 | $ 8 |
Customer Relationships | Pure Rooms | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 5 years | |||
Customer Relationships | J&S | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 7 years |
Notes Payable, net - Schedule o
Notes Payable, net - Schedule of Debt (Details) - USD ($) | Mar. 01, 2018 | Apr. 06, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 13,217,000 | $ 11,947,000 | ||
Less deferred loan costs, net | (226,000) | (240,000) | ||
Total notes payable less net deferred loan costs | 12,991,000 | 11,707,000 | ||
Less current portion | (1,670,000) | (1,751,000) | ||
Notes payable, net current | 11,321,000 | 9,956,000 | ||
J&S | ||||
Debt Instrument [Line Items] | ||||
Capital lease obligations | 655,000 | 896,000 | ||
RED | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | |||
Revolving Credit Facility | Senior revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 0 | ||
Revolving Credit Facility | Senior revolving credit facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | 2.00% | ||
Revolving Credit Facility | Senior revolving credit facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.50% | 2.50% | ||
Revolving Credit Facility | Senior revolving credit facility | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.00% | 3.00% | ||
Revolving Credit Facility | Senior revolving credit facility | LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.50% | 3.50% | ||
Revolving Credit Facility | Facility Due 2022 | J&S | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 998,000 | 814,000 | ||
Revolving Credit Facility | Facility Due 2022 | J&S | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Revolving Credit Facility | Facility due October 2018 | OpenKey | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 0 | ||
Revolving Credit Facility | Facility due October 2018 | OpenKey | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Revolving Credit Facility | Facility due October 2018 | RED | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | |||
Revolving Credit Facility | Facility due On Demand | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Revolving Credit Facility | Facility due On Demand | Pure Rooms | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 100,000 | 100,000 | ||
Revolving Credit Facility | Facility due On Demand | Pure Rooms | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Revolving Credit Facility | Facility Due March 2019 | RED | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 15,000 | 0 | ||
Revolving Credit Facility | Facility Due March 2019 | RED | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Notes Payable to Banks | Term Loan Due November 2022 | J&S | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 9,417,000 | 9,917,000 | ||
Notes Payable to Banks | Term Loan Due November 2022 | J&S | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Notes Payable to Banks | Equipment Note Due 2022 | J&S | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 1,194,000 | 0 | ||
Notes Payable to Banks | Equipment Note Due 2022 | J&S | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Notes Payable to Banks | Term Loan Due November 2022 | J&S | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 0 | ||
Notes Payable to Banks | Term Loan Due November 2022 | J&S | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Notes Payable to Banks | Term Loan Due October 2018 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.00% | |||
Notes Payable to Banks | Term Loan Due October 2018 | Pure Rooms | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 100,000 | 220,000 | ||
Notes Payable to Banks | Term Loan Due April 2025 | RED | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 738,000 | $ 0 | ||
Notes Payable to Banks | Term Loan Due April 2025 | RED | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% |
Notes Payable, net (Narrative)
Notes Payable, net (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands | Mar. 01, 2018 | Nov. 01, 2017 | Apr. 13, 2017 | Apr. 06, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 23, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 13,217,000 | $ 11,947,000 | ||||||
Payments on revolving credit facilities | $ (10,064,000) | $ 0 | ||||||
Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate | 5.00% | 4.50% | ||||||
LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate | 2.09% | 1.56% | ||||||
OpenKey | Preferred Stock | ||||||||
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 | |||||||
Derivative interest rate | 4.00% | |||||||
RED | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 0 | |||||||
Revolving Credit Facility | Senior revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 0 | 0 | ||||||
Maximum borrowing capacity | $ 35,000,000 | |||||||
Debt term | 3 years | |||||||
Term of extension option | 1 year | |||||||
Additional borrowing capacity | $ 40,000,000 | |||||||
Revolving Credit Facility | Senior revolving credit facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate | 1.00% | |||||||
Revolving Credit Facility | Senior revolving credit facility | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate | 0.50% | |||||||
Revolving Credit Facility | Senior revolving credit facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional borrowing capacity | $ 75,000,000 | |||||||
Revolving Credit Facility | Senior revolving credit facility | Minimum | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.00% | 3.00% | ||||||
Revolving Credit Facility | Senior revolving credit facility | Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.00% | 2.00% | ||||||
Revolving Credit Facility | Senior revolving credit facility | Maximum | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | 3.50% | ||||||
Revolving Credit Facility | Senior revolving credit facility | Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | 2.50% | ||||||
Revolving Credit Facility | Facility Due March 2019 | RED | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 250,000 | |||||||
Long-term debt, gross | $ 15,000 | 0 | ||||||
Remaining borrowing capacity | $ 235,000 | |||||||
Revolving Credit Facility | Facility Due March 2019 | RED | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Revolving Credit Facility | J&S Facility due 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 10,200,000 | |||||||
Remaining borrowing capacity | 2,000,000 | |||||||
Maximum borrowing capacity | $ 3,000,000 | |||||||
Payments on revolving credit facilities | (10,000,000) | |||||||
Revolving Credit Facility | Facility due October 2018 | RED | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | 0 | |||||||
Revolving Credit Facility | Facility due October 2018 | OpenKey | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 0 | 0 | ||||||
Revolving Credit Facility | Facility due October 2018 | OpenKey | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.75% | |||||||
Revolving Credit Facility | Facility due On Demand | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 100,000 | |||||||
Revolving Credit Facility | Facility due On Demand | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Notes Payable to Banks | Term Loan Due April 2025 | RED | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | 750,000 | |||||||
Amount held in escrow | $ 225,000 | |||||||
Long-term debt, gross | $ 738,000 | 0 | ||||||
Notes Payable to Banks | Term Loan Due April 2025 | RED | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Notes Payable to Banks | Equipment Note Due 2022 | J&S | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | 3,000,000 | |||||||
Long-term debt, gross | $ 1,194,000 | 0 | ||||||
Notes Payable to Banks | Equipment Note Due 2022 | J&S | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Notes Payable to Banks | Term Loan Due November 2022 | J&S | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | 2,000,000 | |||||||
Long-term debt, gross | $ 0 | 0 | ||||||
Notes Payable to Banks | Term Loan Due November 2022 | J&S | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Notes Payable to Banks | Term Loan Due October 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 375,000 | |||||||
Interest rate | 5.00% | |||||||
Medium-term Notes | J&S Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | 10,000,000 | |||||||
Long-term debt, gross | $ 1,000,000 | |||||||
Net deferred loan costs | $ 207,000 | $ 226,000 | ||||||
Medium-term Notes | J&S Term Loan [Member] | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Medium-term Notes | J&S Facility due 2022 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Line of Credit | OpenKey | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,500,000 | |||||||
Line of Credit | OpenKey | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.75% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||||
Unrealized gain (loss) | $ 6,029 | $ 1,673 | $ 5,255 | $ (1,667) | |
Unrealized gain (loss) on investments | 0 | 78 | 0 | 203 | |
Realized gain (loss) on investments | 0 | (94) | 0 | (294) | |
Gain (loss) included in income | 6,029 | 1,657 | 5,255 | (1,758) | |
Contingent consideration (2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||||
Balance at December 31, 2017 | (2,262) | ||||
Acquisitions | 0 | ||||
Gains (losses) included in earnings | (559) | ||||
Dispositions and settlements | 0 | ||||
Transfers into/out of Level 3 | 0 | ||||
Balance at June 30, 2018 | (2,821) | (2,821) | |||
Unrealized gain (loss) | (346) | 0 | (559) | 0 | |
Deferred compensation plan (3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||||
Unrealized gain (loss) | 6,375 | 1,673 | 5,814 | (1,667) | |
Options on futures contracts | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||||
Gain (Loss) Recognized | 0 | $ (16) | 0 | $ (91) | |
Fair Value, Measurements, Recurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | (2,821) | (2,821) | $ (2,262) | ||
Deferred compensation plan | (13,310) | (13,310) | (19,259) | ||
Total | (16,131) | (16,131) | (21,521) | ||
Fair Value, Measurements, Recurring [Member] | Quoted Market Prices (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | 0 | 0 | ||
Deferred compensation plan | (13,310) | (13,310) | (19,259) | ||
Total | (13,310) | (13,310) | (19,259) | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | 0 | 0 | ||
Deferred compensation plan | 0 | 0 | 0 | ||
Total | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | (2,821) | (2,821) | (2,262) | ||
Deferred compensation plan | 0 | 0 | 0 | ||
Total | $ (2,821) | $ (2,821) | $ (2,262) |
Summary of Fair Value of Fina51
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | $ 13,310 | $ 19,259 | ||
Deferred compensation plan, Fair value | 13,310 | 19,259 | ||
Contingent consideration, Carrying value | 2,821 | 2,262 | ||
Contingent consideration, Fair value | 2,821 | 2,262 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 40,868 | 36,480 | $ 36,972 | $ 84,091 |
Cash and cash equivalents, Fair value | 40,868 | 36,480 | ||
Restricted cash, Carrying value | 12,389 | 9,076 | $ 14,000 | $ 9,752 |
Restricted cash, Fair value | 12,389 | 9,076 | ||
Accounts receivable, net, Carrying value | 5,944 | 5,127 | ||
Accounts receivable, net, Fair value | 5,944 | 5,127 | ||
Investments in unconsolidated entities, Carrying value | 500 | 500 | ||
Investments in unconsolidated entities, Fair value | 500 | 500 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 21,596 | 20,529 | ||
Accounts payable and accrued expenses, Fair value | 21,596 | 20,529 | ||
Due to affiliates, Carrying value | 5,834 | 4,272 | ||
Due to affiliates, Fair value | 5,834 | 4,272 | ||
Other liabilities, Carrying value | 23,489 | 9,076 | ||
Other liabilities, Fair value | 23,489 | 9,076 | ||
Notes payable, Carrying value | 13,217 | 11,947 | ||
Notes payable, Fair value | $ 13,257 | 12,040 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Maximum maturity period of financial assets | 90 days | |||
Ashford Trust OP | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | $ 13,467 | 13,346 | ||
Due from related parties, Fair value | 13,467 | 13,346 | ||
Braemar OP | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | 342 | 1,738 | ||
Due from related parties, Fair value | $ 342 | $ 1,738 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitment | $ 38.9 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | $ 118 | $ 190 | $ 291 | $ 165 |
J&S | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | (82) | 0 | (93) | 0 |
OpenKey | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | 187 | 139 | 343 | 260 |
Pure Rooms | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | 8 | 51 | 43 | 51 |
RED | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | 5 | 0 | (2) | 0 |
Other | ||||
Class of Stock [Line Items] | ||||
(Income) loss allocated to noncontrolling interests: | $ 0 | $ 0 | $ 0 | $ (146) |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Net (income) loss attributable to redeemable noncontrolling interests | $ (90) | $ 332 | $ (151) | $ 695 | |
Ashford Holdings | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Net (income) loss attributable to redeemable noncontrolling interests | $ (18) | (4) | $ (6) | 0 | |
Redeemable noncontrolling interests | 0.20% | 0.20% | |||
J&S | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Net (income) loss attributable to redeemable noncontrolling interests | $ (295) | 0 | $ (650) | 0 | |
Redeemable noncontrolling interests | 15.00% | 15.00% | 15.00% | ||
OpenKey | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 223 | $ 336 | $ 505 | $ 695 | |
Redeemable noncontrolling interests | 29.65% | 29.65% | 39.59% | ||
Ashford LLC | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interests | 0.20% | 0.20% | 0.20% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense, stock options | $ 15,200 | $ 15,200 | ||
Allocated stock-based compensation expense | 12,590 | $ 5,488 | 25,679 | $ 6,477 |
Equity-based compensation | 6,069 | |||
Noncontrolling Interests in Consolidated Entities | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 0 | 12 | $ 8 | 16 |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period for recognition | 1 year 3 months 29 days | |||
Allocated stock-based compensation expense | 1,917 | 1,938 | $ 5,674 | 3,537 |
Employee Stock Option | Executive | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 2,500 | |||
Employee Stock Option | Executive | Ashford Trust and Braemar | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 6,700 | |||
Stock Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 2,272 | 2,199 | 6,069 | 4,471 |
Stock Compensation Plan | Director and other non-employee equity grants expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 355 | 250 | 395 | 250 |
Stock Compensation Plan | Pre-spin equity grants expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 0 | 11 | 0 | 684 |
Stock Compensation Plan | REIT equity-based compensation | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 10,318 | $ 3,289 | $ 19,610 | $ 2,006 |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Deferred Revenue Arrangement [Line Items] | |||||
Deferral of compensation percentage maximum | 100.00% | 100.00% | |||
Unrealized gain (loss) | $ 6,029 | $ 1,673 | $ 5,255 | $ (1,667) | |
Distribution from deferred compensation plan | 54 | $ 0 | 134 | $ 112 | |
Deferred compensation plan liability | $ 13,310 | $ 13,310 | $ 19,259 | ||
Common Stock | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred compensation plan distribution (in shares) | 1 | 0 | 2 | 2 | |
Deferred compensation plan (3) | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Unrealized gain (loss) | $ 6,375 | $ 1,673 | $ 5,814 | $ (1,667) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 24, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 26, 2018 | Dec. 31, 2017 | Jun. 21, 2017 |
Related Party Transaction [Line Items] | |||||||||
Impairment | $ 0 | $ 1,072,000 | $ 1,919,000 | $ 1,072,000 | |||||
Cost of revenues for audio visual | 17,021,000 | 0 | 33,608,000 | 0 | |||||
Advisory agreement, amount due upon approval | $ 5,000,000 | ||||||||
Advisory agreement, initial term | 10 years | ||||||||
Officer of J&S | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease amount per year | 300,000 | ||||||||
Rental expense | $ 84,000 | $ 168,000 | |||||||
Ashford LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | 0.00% | ||||||
J&S | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | 0.00% | ||||||
Pure Rooms | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling interests in consolidated entities | 30.00% | 30.00% | 30.00% | ||||||
OpenKey | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling interests in consolidated entities | 24.74% | 24.74% | 16.51% | ||||||
OpenKey | Ashford Trust | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling interests in consolidated entities | 16.30% | 16.30% | 16.23% | ||||||
Amount invested | $ 0 | 0 | $ 667,000 | 650,000 | |||||
OpenKey | Braemar | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling interests in consolidated entities | 8.21% | 8.21% | 0.00% | ||||||
Amount invested | $ 0 | 0 | $ 2,000,000 | 0 | |||||
RED | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling interests in consolidated entities | 20.00% | 20.00% | 0.00% | ||||||
Ashford Trust OP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross asset value multiplier | 0.70% | 0.70% | |||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | |||||||
Advisory services | $ 25,199,000 | 15,623,000 | $ 43,829,000 | 27,350,000 | |||||
Cost of revenues for audio visual | 836,000 | 0 | 1,190,000 | 0 | |||||
Due from related parties | 13,467,000 | 13,467,000 | $ 13,346,000 | ||||||
Ashford Trust OP | Corporate and Other | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 364,000 | 206,000 | 640,000 | 206,000 | |||||
Ashford Trust OP | REIT Advisory | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 24,724,000 | 15,406,000 | 43,054,000 | 27,124,000 | |||||
Ashford Trust OP | J&S | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 88,000 | 0 | 88,000 | 0 | |||||
Ashford Trust OP | OpenKey | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 23,000 | 11,000 | 47,000 | 20,000 | |||||
Ashford Trust OP | Base Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 8,862,000 | 8,628,000 | 17,466,000 | 17,452,000 | |||||
Ashford Trust OP | Reimbursable expenses | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 1,997,000 | 2,662,000 | 3,526,000 | 4,229,000 | |||||
Recognition of deferred revenue | 384,000 | 1,200,000 | 586,000 | 1,300,000 | |||||
Ashford Trust OP | Equity-Based Compensation | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 8,940,000 | 2,954,000 | 15,685,000 | 3,356,000 | |||||
Ashford Trust OP | Equity-Based Compensation | Executive | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 4,500,000 | ||||||||
Ashford Trust OP | Incentive Management Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 452,000 | 452,000 | 904,000 | 904,000 | |||||
Ashford Trust OP | Total advisory services revenue | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 20,251,000 | 14,696,000 | 37,581,000 | 25,941,000 | |||||
Ashford Trust OP | Investment Management Reimbursements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 329,000 | 543,000 | 511,000 | 960,000 | |||||
Ashford Trust OP | Debt Placement Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 3,959,000 | 0 | 4,591,000 | 0 | |||||
Ashford Trust OP | Claim Management Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 18,000 | 0 | 36,000 | 0 | |||||
Ashford Trust OP | Lease Revenue | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 167,000 | 167,000 | 335,000 | 223,000 | |||||
Ashford Trust OP | Other Services Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 387,000 | 217,000 | 687,000 | 226,000 | |||||
Ashford Trust OP | Other Revenue, net | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 4,860,000 | 927,000 | 6,160,000 | 1,409,000 | |||||
Ashford Trust OP | Ashford LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | 16,000 | 16,000 | 0 | ||||||
Ashford Trust OP | AIM | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | 129,000 | 129,000 | 347,000 | ||||||
Ashford Trust OP | J&S | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | 1,240,000 | 1,240,000 | 62,000 | ||||||
Ashford Trust OP | Pure Rooms | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | 252,000 | 252,000 | 302,000 | ||||||
Ashford Trust OP | OpenKey | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | 25,000 | 25,000 | 25,000 | ||||||
Ashford Trust | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Program commitment amount | $ 50,000,000 | ||||||||
Program percent of commitment for each hotel | 10.00% | ||||||||
Program potential commitment amount | $ 100,000,000 | ||||||||
Program obligation accrued | $ 11,100,000 | $ 11,100,000 | $ 11,100,000 | ||||||
Braemar OP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross asset value multiplier | 0.70% | 0.70% | |||||||
Advisory services | $ 5,643,000 | 3,560,000 | $ 11,177,000 | 4,830,000 | |||||
Due from related parties | 342,000 | 342,000 | 1,738,000 | ||||||
Braemar OP | Corporate and Other | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 197,000 | 0 | 403,000 | 0 | |||||
Braemar OP | REIT Advisory | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 5,435,000 | 3,560,000 | 10,758,000 | 4,830,000 | |||||
Braemar OP | J&S | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 0 | 0 | 0 | 0 | |||||
Cost of revenues for audio visual | 0 | 0 | 0 | 0 | |||||
Braemar OP | OpenKey | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 11,000 | 0 | 16,000 | 0 | |||||
Braemar OP | Base Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 2,312,000 | 2,276,000 | 4,419,000 | 4,279,000 | |||||
Braemar OP | Reimbursable expenses | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 499,000 | 533,000 | 919,000 | 1,082,000 | |||||
Recognition of deferred revenue | 29,000 | 91,000 | 44,000 | 95,000 | |||||
Braemar OP | Equity-Based Compensation | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 1,378,000 | 335,000 | 3,925,000 | ||||||
Advisory services | (1,350,000) | ||||||||
Braemar OP | Equity-Based Compensation | Executive | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 2,200,000 | ||||||||
Braemar OP | Incentive Management Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 0 | 318,000 | 0 | 637,000 | |||||
Braemar OP | Other advisory revenue | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 130,000 | 14,000 | 258,000 | 14,000 | |||||
Braemar OP | Total advisory services revenue | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services | 4,319,000 | 3,476,000 | 9,521,000 | 4,662,000 | |||||
Braemar OP | Debt Placement Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 1,000,000 | 0 | 1,000,000 | 0 | |||||
Braemar OP | Claim Management Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 32,000 | 0 | 69,000 | 0 | |||||
Braemar OP | Lease Revenue | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 84,000 | 84,000 | 168,000 | 168,000 | |||||
Braemar OP | Other Services Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 208,000 | 0 | 419,000 | 0 | |||||
Braemar OP | Other Revenue, net | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other | 1,324,000 | 84,000 | 1,656,000 | 168,000 | |||||
Braemar OP | Ashford LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | 32,000 | 32,000 | 0 | ||||||
Braemar OP | Pure Rooms | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | 39,000 | 39,000 | 50,000 | ||||||
Braemar OP | OpenKey | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | 3,000 | 3,000 | 6,000 | ||||||
Braemar OP | RED | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | 64,000 | 64,000 | $ 0 | ||||||
Remington | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reimbursements | $ 1,300,000 | $ 1,200,000 | $ 2,500,000 | $ 2,400,000 | |||||
Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services, quarterly base fee | 0.50% | 0.50% | |||||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000,000 | $ 6,000,000,000 | |||||||
Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | |||||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000,000 | $ 10,000,000,000 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net income (loss) attributable to common stockholders – basic and diluted: | ||||
Net income (loss) attributable to the Company | $ 8,960 | $ (6,709) | $ 3,237 | $ (9,094) |
Less: Net income (loss) allocated to unvested shares | (38) | 0 | (14) | 0 |
Undistributed net income (loss) allocated to common stockholders | 8,922 | (6,709) | 3,223 | (9,094) |
Distributed and undistributed net income (loss) - basic | 8,922 | (6,709) | 3,223 | (9,094) |
Effect of deferred compensation plan | (6,375) | (1,673) | (5,814) | 0 |
Effect of contingently issuable shares | (223) | (336) | (505) | (695) |
Distributed and undistributed net income (loss) - diluted | $ 2,324 | $ (8,718) | $ (3,096) | $ (9,789) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding – basic (in shares) | 2,095 | 2,019 | 2,094 | 2,017 |
Effect of deferred compensation plan shares (in shares) | 206 | 209 | 103 | 0 |
Effect of contingently issuable shares (in shares) | 26 | 37 | 22 | 34 |
Effect of assumed exercise of stock options (in shares) | 160 | 0 | 0 | 0 |
Weighted average common shares outstanding – diluted (in shares) | 2,487 | 2,265 | 2,219 | 2,051 |
Income (loss) per share – basic: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 4.26 | $ (3.32) | $ 1.54 | $ (4.51) |
Income (loss) per share – diluted: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ 0.93 | $ (3.85) | $ (1.40) | $ (4.77) |
Net income (loss) allocated to common stockholders | $ 351 | $ 4 | $ 670 | $ 0 |
Weighted average diluted shares (in shares) | 63 | 4 | 248 | 4 |
Effect of unvested restricted shares | ||||
Income (loss) per share – diluted: | ||||
Net income (loss) allocated to common stockholders | $ 38 | $ 0 | $ 14 | $ 0 |
Weighted average diluted shares (in shares) | 9 | 0 | 9 | 0 |
Effect of assumed exercise of stock options | ||||
Income (loss) per share – diluted: | ||||
Weighted average diluted shares (in shares) | 0 | 0 | 197 | 0 |
Effect of assumed conversion of Ashford Holdings units | ||||
Income (loss) per share – diluted: | ||||
Net income (loss) allocated to common stockholders | $ 18 | $ 4 | $ 6 | $ 0 |
Weighted average diluted shares (in shares) | 4 | 4 | 4 | 4 |
Effect of contingently issuable shares | ||||
Income (loss) per share – diluted: | ||||
Net income (loss) allocated to common stockholders | $ 295 | $ 0 | $ 650 | $ 0 |
Weighted average diluted shares (in shares) | 50 | 0 | 38 | 0 |
Accumulated Deficit | ||||
Net income (loss) attributable to common stockholders – basic and diluted: | ||||
Net income (loss) attributable to the Company | $ 3,237 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of business segments | segment | 2 | |||
REVENUE | ||||
Total revenue | $ 54,811 | $ 19,639 | $ 102,979 | $ 32,652 |
EXPENSES | ||||
Depreciation and amortization | 1,193 | 587 | 2,233 | 1,055 |
Impairment | 0 | 1,072 | 1,919 | 1,072 |
Other operating expenses | 42,748 | 16,562 | 92,993 | 31,243 |
Total expenses | 43,941 | 18,221 | 97,145 | 33,370 |
OPERATING INCOME (LOSS) | 10,870 | 1,418 | 5,834 | (718) |
Interest expense | (161) | (6) | (304) | (6) |
Amortization of loan costs | (24) | (9) | (47) | (9) |
Interest income | 73 | 38 | 185 | 71 |
Other income (expense) | (221) | (29) | (260) | (19) |
INCOME (LOSS) BEFORE INCOME TAXES | 10,537 | 1,412 | 5,408 | (681) |
Income tax (expense) benefit | (1,605) | (8,643) | (2,311) | (9,273) |
NET INCOME (LOSS) | 8,932 | (7,231) | 3,097 | (9,954) |
J&S | ||||
REVENUE | ||||
Total revenue | 23,376 | 0 | 46,686 | 0 |
Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 30,157 | 18,966 | 53,810 | 31,954 |
EXPENSES | ||||
Depreciation and amortization | 369 | 367 | 759 | 626 |
Impairment | 0 | 1,041 | 1,919 | 1,041 |
Other operating expenses | 12,814 | 6,484 | 24,055 | 7,317 |
Total expenses | 13,183 | 7,892 | 26,733 | 8,984 |
OPERATING INCOME (LOSS) | 16,974 | 11,074 | 27,077 | 22,970 |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 27 | 0 | 46 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | 17,001 | 11,074 | 27,123 | 22,970 |
Income tax (expense) benefit | (3,003) | (4,054) | (5,266) | (8,352) |
NET INCOME (LOSS) | 13,998 | 7,020 | 21,857 | 14,618 |
Operating Segments | J&S | ||||
REVENUE | ||||
Total revenue | 23,376 | 0 | 46,686 | 0 |
EXPENSES | ||||
Depreciation and amortization | 489 | 0 | 943 | 0 |
Impairment | 0 | 0 | 0 | 0 |
Other operating expenses | 20,708 | 0 | 40,511 | 0 |
Total expenses | 21,197 | 0 | 41,454 | 0 |
OPERATING INCOME (LOSS) | 2,179 | 0 | 5,232 | 0 |
Interest expense | (144) | 0 | (283) | 0 |
Amortization of loan costs | (12) | 0 | (24) | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | (256) | 0 | (314) | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | 1,767 | 0 | 4,611 | 0 |
Income tax (expense) benefit | (502) | 0 | (1,248) | 0 |
NET INCOME (LOSS) | 1,265 | 0 | 3,363 | 0 |
Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 153 | 43 | 472 | 68 |
EXPENSES | ||||
Depreciation and amortization | 7 | 6 | 13 | 11 |
Impairment | 0 | 0 | 0 | 0 |
Other operating expenses | 903 | 849 | 2,074 | 1,674 |
Total expenses | 910 | 855 | 2,087 | 1,685 |
OPERATING INCOME (LOSS) | (757) | (812) | (1,615) | (1,617) |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | (7) | (4) | (13) | (4) |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | (1) | (8) |
INCOME (LOSS) BEFORE INCOME TAXES | (764) | (816) | (1,629) | (1,629) |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (764) | (816) | (1,629) | (1,629) |
Corporate and Other | ||||
REVENUE | ||||
Total revenue | 1,125 | 630 | 2,011 | 630 |
EXPENSES | ||||
Depreciation and amortization | 328 | 214 | 518 | 418 |
Impairment | 0 | 31 | 0 | 31 |
Other operating expenses | 8,323 | 9,229 | 26,353 | 22,252 |
Total expenses | 8,651 | 9,474 | 26,871 | 22,701 |
OPERATING INCOME (LOSS) | (7,526) | (8,844) | (24,860) | (22,071) |
Interest expense | (17) | (6) | (21) | (6) |
Amortization of loan costs | (5) | (5) | (10) | (5) |
Interest income | 73 | 38 | 185 | 71 |
Other income (expense) | 8 | (29) | 9 | (11) |
INCOME (LOSS) BEFORE INCOME TAXES | (7,467) | (8,846) | (24,697) | (22,022) |
Income tax (expense) benefit | 1,900 | (4,589) | 4,203 | (921) |
NET INCOME (LOSS) | (5,567) | (13,435) | (20,494) | (22,943) |
Total advisory services revenue | ||||
REVENUE | ||||
Total revenue | 24,570 | 18,172 | 47,102 | 30,603 |
Total advisory services revenue | Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 24,570 | 18,172 | 47,102 | 30,603 |
Total advisory services revenue | Operating Segments | J&S | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Total advisory services revenue | Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Total advisory services revenue | Corporate and Other | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Audio visual | ||||
REVENUE | ||||
Total revenue | 23,376 | 0 | 46,686 | 0 |
Audio visual | Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Audio visual | Operating Segments | J&S | ||||
REVENUE | ||||
Total revenue | 23,376 | 0 | 46,686 | 0 |
Audio visual | Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Audio visual | Corporate and Other | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | ||||
REVENUE | ||||
Total revenue | 6,865 | 1,467 | 9,191 | 2,049 |
Other | Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 5,587 | 794 | 6,708 | 1,351 |
Other | Operating Segments | J&S | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 153 | 43 | 472 | 68 |
Other | Corporate and Other | ||||
REVENUE | ||||
Total revenue | $ 1,125 | $ 630 | $ 2,011 | $ 630 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Aug. 08, 2018USD ($)director$ / sharesshares | Aug. 08, 2021 | Aug. 08, 2020 | Aug. 08, 2019 | Aug. 07, 2018shares |
Series B Preferred Stock | Remington Project Management Business | Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividend rate | 6.50% | 6.00% | 5.50% | ||
Subsequent Event | Remington Project Management Business | |||||
Subsequent Event [Line Items] | |||||
Purchase price | $ | $ 203 | ||||
Voting rights limit | 25.00% | ||||
Voting rights limit term | 5 years | ||||
Transaction costs | $ | $ 5 | ||||
Right to nominate, number | director | 2 | ||||
Subsequent Event | Series B Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, shares issued (in shares) | shares | 8,120,000 | ||||
Subsequent Event | Series B Preferred Stock | Remington Project Management Business | |||||
Subsequent Event [Line Items] | |||||
Share price (in dollars per share) | $ / shares | $ 140 | ||||
Equity interest issued (in shares) | shares | 1,450,000 |