Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 06, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ashford Inc. | |
Entity Central Index Key | 0001604738 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,613,884 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 40,039 | $ 51,529 |
Restricted cash | 13,276 | 7,914 |
Accounts receivable, net | 9,232 | 4,928 |
Due from affiliates | 93 | 45 |
Inventories | 1,504 | 1,202 |
Prepaid expenses and other | 3,875 | 3,902 |
Total current assets | 74,721 | 76,809 |
Investments in unconsolidated entities | 2,990 | 500 |
Furniture, fixtures and equipment, net | 62,546 | 47,947 |
Operating lease right-of-use assets | 21,597 | |
Goodwill | 65,040 | 59,683 |
Intangible assets, net | 189,742 | 193,194 |
Other assets | 1,542 | 872 |
Total assets | 418,178 | 379,005 |
Current liabilities: | ||
Accounts payable and accrued expenses | 26,154 | 24,880 |
Dividends payable | 2,791 | 0 |
Due to affiliates | 726 | 2,032 |
Deferred income | 138 | 148 |
Deferred compensation plan | 77 | 173 |
Notes payable, net | 2,933 | 2,595 |
Operating lease liabilities | 2,066 | |
Other liabilities | 14,532 | 8,418 |
Total current liabilities | 49,417 | 38,246 |
Deferred income | 11,088 | 13,396 |
Deferred tax liability, net | 31,750 | 31,506 |
Deferred compensation plan | 6,347 | 10,401 |
Notes payable, net | 21,925 | 15,177 |
Operating lease liabilities | 19,546 | |
Other liabilities | 2,670 | 0 |
Total liabilities | 142,743 | 108,726 |
Commitments and contingencies (note 10) | ||
MEZZANINE EQUITY | ||
Series B convertible preferred stock, $25 par value, 8,120,000 shares issued and outstanding, net of discount at June 30, 2019 and December 31, 2018 | 201,822 | 200,847 |
Redeemable noncontrolling interests | 3,615 | 3,531 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | ||
Series A cumulative preferred stock, no shares issued and outstanding at June 30, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,475,848 and 2,391,541 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 25 | 24 |
Additional paid-in capital | 289,821 | 280,159 |
Accumulated deficit | (219,965) | (214,242) |
Accumulated other comprehensive income (loss) | (293) | (498) |
Total stockholders’ equity of the Company | 69,588 | 65,443 |
Noncontrolling interests in consolidated entities | 410 | 458 |
Total equity | 69,998 | 65,901 |
Total liabilities and equity | 418,178 | 379,005 |
Ashford Trust OP | ||
Current assets: | ||
Due from related parties | 4,872 | 5,293 |
Braemar OP | ||
Current assets: | ||
Due from related parties | $ 1,830 | $ 1,996 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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) | 2,475,848 | 2,391,541 |
Common stock, shares outstanding (in shares) | 2,475,848 | 2,391,541 |
Series A Preferred Stock | ||
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 25 | $ 0 |
Preferred stock, shares issued (in shares) | 8,120,000 | |
Preferred stock, shares outstanding (in shares) | 8,120,000 | 8,120,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUE | ||||
Total revenue | $ 63,466,000 | $ 54,811,000 | $ 126,786,000 | $ 102,979,000 |
EXPENSES | ||||
Salaries and benefits | 18,157,000 | 15,710,000 | 40,857,000 | 42,227,000 |
Depreciation and amortization | 4,934,000 | 1,193,000 | 9,461,000 | 2,233,000 |
General and administrative | 11,368,000 | 9,125,000 | 19,350,000 | 15,420,000 |
Impairment | 0 | 0 | 0 | 1,919,000 |
Other | 3,138,000 | 892,000 | 4,477,000 | 1,738,000 |
Total expenses | 62,523,000 | 43,941,000 | 123,301,000 | 97,145,000 |
OPERATING INCOME (LOSS) | 943,000 | 10,870,000 | 3,485,000 | 5,834,000 |
Equity in earnings (loss) of unconsolidated entities | (298,000) | 0 | (573,000) | 0 |
Interest expense | (445,000) | (161,000) | (742,000) | (304,000) |
Amortization of loan costs | (70,000) | (24,000) | (139,000) | (47,000) |
Interest income | 9,000 | 73,000 | 29,000 | 185,000 |
Other income (expense) | (42,000) | (221,000) | (95,000) | (260,000) |
INCOME (LOSS) BEFORE INCOME TAXES | 97,000 | 10,537,000 | 1,965,000 | 5,408,000 |
Income tax (expense) benefit | (426,000) | (1,605,000) | (1,726,000) | (2,311,000) |
NET INCOME (LOSS) | (329,000) | 8,932,000 | 239,000 | 3,097,000 |
(Income) loss from consolidated entities attributable to noncontrolling interests | 131,000 | 118,000 | 294,000 | 291,000 |
Net (income) loss attributable to redeemable noncontrolling interests | 310,000 | (90,000) | 289,000 | (151,000) |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 112,000 | 8,960,000 | 822,000 | 3,237,000 |
Preferred dividends | 2,791,000 | 0 | 5,583,000 | 0 |
Amortization of preferred stock discount | (484,000) | 0 | (975,000) | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (3,163,000) | $ 8,960,000 | $ (5,736,000) | $ 3,237,000 |
Basic: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.28) | $ 4.26 | $ (2.35) | $ 1.54 |
Weighted average common shares outstanding – basic (in shares) | 2,462 | 2,095 | 2,441 | 2,094 |
Diluted: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3) | $ 0.93 | $ (3.94) | $ (1.40) |
Weighted average common shares outstanding – diluted (in shares) | 2,717 | 2,487 | 2,583 | 2,219 |
Total advisory services revenue | ||||
REVENUE | ||||
Total revenue | $ 21,220,000 | $ 24,570,000 | $ 40,407,000 | $ 47,102,000 |
Audio visual | ||||
REVENUE | ||||
Total revenue | 30,127,000 | 23,376,000 | 61,102,000 | 46,686,000 |
EXPENSES | ||||
Cost of revenues | 22,229,000 | 17,021,000 | 43,668,000 | 33,608,000 |
Project management | ||||
REVENUE | ||||
Total revenue | 7,700,000 | 0 | 15,490,000 | 0 |
EXPENSES | ||||
Cost of revenues | 2,697,000 | 0 | 5,488,000 | 0 |
Other | ||||
REVENUE | ||||
Total revenue | 4,419,000 | 6,865,000 | 9,787,000 | 9,191,000 |
JSAV | ||||
REVENUE | ||||
Total revenue | 30,127,000 | 23,376,000 | 61,102,000 | 46,686,000 |
JSAV | Audio visual | ||||
REVENUE | ||||
Total revenue | 30,127,000 | 23,376,000 | 61,102,000 | 46,686,000 |
Premier | Project management | ||||
REVENUE | ||||
Total revenue | $ 7,700,000 | $ 0 | $ 15,490,000 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ (329) | $ 8,932 | $ 239 | $ 3,097 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Foreign currency translation adjustment | 204 | (137) | 234 | (251) |
COMPREHENSIVE INCOME (LOSS) | (125) | 8,795 | 473 | 2,846 |
Comprehensive (income) loss attributable to noncontrolling interests | 131 | 139 | 294 | 329 |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | 294 | (90) | 259 | (151) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 300 | $ 8,844 | $ 1,026 | $ 3,024 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity - 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 | Convertible Preferred Stock | Redeemable Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2017 | 2,094 | 0 | ||||||
Beginning balance at Dec. 31, 2017 | $ 30,957 | $ 21 | $ 249,695 | $ (219,396) | $ (135) | $ 772 | $ 0 | $ 5,111 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation (in shares) | 4 | |||||||
Equity-based compensation | 6,069 | 6,061 | 8 | |||||
Acquisitions (in shares) | 9 | |||||||
Acquisitions | 838 | 838 | (838) | |||||
Amortization of preferred stock discount | 0 | |||||||
Dividends declared - preferred stock | $ 0 | |||||||
Deferred compensation plan distribution (in shares) | 2 | 2 | ||||||
Deferred compensation plan distribution | $ 134 | |||||||
Employee advances | 45 | 45 | ||||||
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 | |||||||
Net income (loss) | 2,946 | (291) | 151 | |||||
Ending balance (in shares) at Jun. 30, 2018 | 2,109 | 0 | ||||||
Ending balance at Jun. 30, 2018 | 42,962 | $ 21 | 257,303 | (215,435) | (348) | 1,421 | $ 0 | 4,852 |
Beginning balance (in shares) at Dec. 31, 2017 | 2,094 | 0 | ||||||
Beginning balance at Dec. 31, 2017 | 30,957 | $ 21 | 249,695 | (219,396) | (135) | 772 | $ 0 | 5,111 |
Ending balance (in shares) at Dec. 31, 2018 | 2,392 | 8,120 | ||||||
Ending balance at Dec. 31, 2018 | 65,901 | $ 24 | 280,159 | (214,242) | (498) | 458 | $ 200,847 | 3,531 |
Beginning balance (in shares) at Mar. 31, 2018 | 2,103 | 0 | ||||||
Beginning balance at Mar. 31, 2018 | 32,105 | $ 21 | 255,037 | (224,281) | (232) | 1,560 | $ 0 | 4,662 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation (in shares) | 4 | |||||||
Equity-based compensation | 2,272 | 2,272 | ||||||
Amortization of preferred stock discount | 0 | |||||||
Dividends declared - preferred stock | $ 0 | |||||||
Deferred compensation plan distribution (in shares) | 1 | 2 | ||||||
Deferred compensation plan distribution | $ 54 | |||||||
Employee advances | (60) | (60) | ||||||
Redemption value adjustment | (100) | (100) | 100 | |||||
Distributions to consolidated noncontrolling interests | (14) | (14) | ||||||
Foreign currency translation adjustment | (137) | (116) | (21) | |||||
Net income (loss) | 8,960 | |||||||
Net income (loss) | 8,842 | (118) | 90 | |||||
Ending balance (in shares) at Jun. 30, 2018 | 2,109 | 0 | ||||||
Ending balance at Jun. 30, 2018 | 42,962 | $ 21 | 257,303 | (215,435) | (348) | 1,421 | $ 0 | 4,852 |
Beginning balance (in shares) at Dec. 31, 2018 | 2,392 | 8,120 | ||||||
Beginning balance at Dec. 31, 2018 | 65,901 | $ 24 | 280,159 | (214,242) | (498) | 458 | $ 200,847 | 3,531 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation (in shares) | 5 | |||||||
Equity-based compensation | 4,812 | 4,836 | (24) | |||||
Acquisitions (in shares) | 60 | |||||||
Acquisitions | 3,748 | $ 1 | 3,747 | |||||
Investment in Real Estate Advisory Holdings LLC (in shares) | 17 | |||||||
Investment in Real Estate Advisory Holdings LLC | 887 | 887 | ||||||
Amortization of preferred stock discount | (975) | $ 975 | ||||||
Dividends declared - preferred stock | $ (5,583) | (5,583) | ||||||
Deferred compensation plan distribution (in shares) | 2 | |||||||
Deferred compensation plan distribution | $ 73 | 73 | ||||||
Employee advances | 353 | 353 | ||||||
Contributions from noncontrolling interests | 455 | 455 | ||||||
Reallocation of carrying value | (356) | (234) | (122) | 356 | ||||
Redemption value adjustment | 13 | 13 | (13) | |||||
Distributions to consolidated noncontrolling interests | (63) | (63) | ||||||
Foreign currency translation adjustment | 205 | 205 | 30 | |||||
Net income (loss) | 822 | 822 | ||||||
Net income (loss) | 528 | (294) | (289) | |||||
Ending balance (in shares) at Jun. 30, 2019 | 2,476 | 8,120 | ||||||
Ending balance at Jun. 30, 2019 | 69,998 | $ 25 | 289,821 | (219,965) | (293) | 410 | $ 201,822 | 3,615 |
Beginning balance (in shares) at Mar. 31, 2019 | 2,470 | 8,120 | ||||||
Beginning balance at Mar. 31, 2019 | 70,595 | $ 25 | 287,129 | (216,703) | (483) | 627 | $ 201,338 | 3,810 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation (in shares) | 5 | |||||||
Equity-based compensation | 2,654 | 2,681 | (27) | |||||
Acquisitions | 7 | 7 | ||||||
Investment in Real Estate Advisory Holdings LLC | 113 | 113 | ||||||
Amortization of preferred stock discount | (484) | $ 484 | ||||||
Dividends declared - preferred stock | $ (2,791) | (2,791) | ||||||
Deferred compensation plan distribution (in shares) | 1 | 1 | ||||||
Deferred compensation plan distribution | $ 27 | |||||||
Employee advances | 104 | 104 | ||||||
Redemption value adjustment | (99) | (99) | 99 | |||||
Distributions to consolidated noncontrolling interests | (59) | (59) | ||||||
Foreign currency translation adjustment | 190 | 190 | 16 | |||||
Net income (loss) | 112 | |||||||
Net income (loss) | (19) | (131) | (310) | |||||
Ending balance (in shares) at Jun. 30, 2019 | 2,476 | 8,120 | ||||||
Ending balance at Jun. 30, 2019 | $ 69,998 | $ 25 | $ 289,821 | $ (219,965) | $ (293) | $ 410 | $ 201,822 | $ 3,615 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 239,000 | $ 3,097,000 |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 11,835,000 | 3,614,000 |
Change in fair value of deferred compensation plan | (4,077,000) | (5,814,000) |
Equity-based compensation | 4,862,000 | 6,069,000 |
Equity in (earnings) loss in unconsolidated entities | 573,000 | 0 |
Deferred tax expense (benefit) | 244,000 | 0 |
Change in fair value of contingent consideration | 1,639,000 | 559,000 |
Impairment | 0 | 1,919,000 |
(Gain) loss on sale of furniture, fixtures and equipment | 48,000 | (80,000) |
Amortization of loan costs | 139,000 | 47,000 |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Accounts receivable | (3,578,000) | (782,000) |
Due from affiliates | (48,000) | 0 |
Inventories | (301,000) | (157,000) |
Prepaid expenses and other | 58,000 | 5,000 |
Operating lease right-of-use assets | 874,000 | |
Other assets | 3,000 | (658,000) |
Accounts payable and accrued expenses | 799,000 | 351,000 |
Due to affiliates | (1,236,000) | 319,000 |
Other liabilities | 5,011,000 | 3,313,000 |
Operating lease liabilities | (859,000) | |
Deferred income | (2,319,000) | (813,000) |
Net cash provided by (used in) operating activities | 14,493,000 | 12,264,000 |
Cash Flows from Investing Activities | ||
Additions to furniture, fixtures and equipment | (3,665,000) | (4,535,000) |
Proceeds from disposal of furniture, fixtures and equipment, net | 58,000 | 0 |
Acquisition of BAV Services | 4,267,000 | 0 |
Investment in Real Estate Advisory Holdings LLC | (2,176,000) | 0 |
Acquisition of assets related to RED Hospitality and Leisure LLC | (988,000) | (3,670,000) |
Net cash provided by (used in) investing activities | (25,547,000) | (8,205,000) |
Cash Flows from Financing Activities | ||
Payments for dividends on preferred stock | (2,791,000) | 0 |
Payments on revolving credit facilities | (16,256,000) | (10,064,000) |
Borrowings on revolving credit facilities | 17,245,000 | 10,263,000 |
Proceeds from notes payable | 7,336,000 | 1,765,000 |
Payments on notes payable and capital leases | (1,297,000) | (939,000) |
Payments of loan costs | (41,000) | (15,000) |
Employee advances | 353,000 | 45,000 |
Contributions from noncontrolling interest | 455,000 | 2,666,000 |
Distributions to noncontrolling interests in consolidated entities | (63,000) | (14,000) |
Net cash provided by (used in) financing activities | 4,941,000 | 3,707,000 |
Effect of foreign exchange rate changes on cash and cash equivalents | (15,000) | (65,000) |
Net change in cash, cash equivalents and restricted cash | (6,128,000) | 7,701,000 |
Cash, cash equivalents and restricted cash at beginning of period | 59,443,000 | 45,556,000 |
Cash, cash equivalents and restricted cash at end of period | 53,315,000 | 53,257,000 |
Supplemental Cash Flow Information | ||
Interest paid | 610,000 | 278,000 |
Income taxes paid | 1,344,000 | 598,000 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Distribution from deferred compensation plan | 73,000 | 134,000 |
Capital expenditures accrued but not paid | 632,000 | 2,497,000 |
Capital lease additions | 69,000 | 0 |
Amortization of discount on preferred stock | 975,000 | 0 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents at beginning of period | 51,529,000 | 36,480,000 |
Restricted cash at beginning of period | 7,914,000 | 9,076,000 |
Cash and cash equivalents at end of period | 40,039,000 | 40,868,000 |
Restricted cash at end of period | 13,276,000 | 12,389,000 |
Cash, cash equivalents and restricted cash | 59,443,000 | 45,556,000 |
BAV | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Common stock consideration | 3,748,000 | 0 |
REA Holdings | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Common stock consideration | 887,000 | 0 |
Ashford Trust OP | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from affiliates | 421,000 | (121,000) |
Braemar OP | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from affiliates | 166,000 | 1,396,000 |
Ashford Trust | ||
Cash Flows from Investing Activities | ||
Purchases of furniture, fixtures and equipment under the Ashford Trust ERFP Agreement | (13,089,000) | 0 |
Braemar | ||
Cash Flows from Investing Activities | ||
Purchases of furniture, fixtures and equipment under the Ashford Trust ERFP Agreement | (1,420,000) | 0 |
Ashford Inc. | OpenKey | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Ashford Inc. common stock consideration for purchase of OpenKey shares | $ 0 | $ 838,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Inc. (the “Company”) is a Maryland corporation that provides asset management services, advisory services and other products and services primarily to clients in the hospitality industry. We became a public company in November 2014, when Ashford Hospitality Trust, Inc. (“Ashford Trust”) completed the spin-off of Ashford Inc. through the distribution of approximately 70% of our outstanding common stock to Ashford Trust stockholders and unitholders in Ashford Trust's operating partnership, collectively. Our common stock is listed on the NYSE American LLC (“NYSE American”). As of June 30, 2019 , Ashford Trust held approximately 598,000 shares of our common stock, which represented an approximate 24.2% ownership interest in Ashford Inc., and Braemar Hotels & Resorts Inc. (“Braemar”) held approximately 195,000 shares, which represented an approximate 7.9% ownership interest in the Company. We are currently the advisor for Ashford Trust and Braemar. 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 Ashford Trust and Braemar. Ashford Trust commenced operating in August 2003 and is focused on investing in full service hotels in the upscale and upper-upscale segments in the U.S. that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Braemar became a publicly traded company in November 2013 upon the completion of its spin-off from Ashford Trust. 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. We provide the personnel and services that we believe are necessary for each of Ashford Trust and Braemar to conduct their respective businesses. 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, and will continue to be, the responsibility of the hotel management companies that operate the hotel properties owned by Ashford Trust and Braemar. We conduct our advisory business primarily through an operating entity, Ashford Hospitality Advisors LLC (“Ashford LLC”), our hospitality products and services business primarily through an operating entity, Ashford Hospitality Services LLC (“Ashford Services”), and our project management business through an operating entity, Premier Project Management LLC (“Premier”). We own substantially all of our assets and conduct substantially all of our business through Ashford LLC, Ashford Services and Premier. 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 provider of watersports activities and other travel and transportation services. This transaction was accounted for as an asset acquisition recorded at cost and did not result in the recognition of goodwill. During 2018, RED acquired additional passenger vessels and a ferry. The Company owns an 80.0% interest in RED. See notes 2 , 11 and 15 . 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 “Ashford Trust ERFP Agreement”) with Ashford Trust. The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. Under the Ashford Trust ERFP Agreement, the Company agreed to provide $50 million (the “ERFP Commitment”) to Ashford Trust in connection with Ashford Trust’s acquisition of hotels recommended by us, with the option to increase the ERFP Commitment to up to $100 million upon mutual agreement by the parties. Under the Ashford Trust ERFP Agreement, the Company’s ERFP Commitment will be fulfilled as the Company pays Ashford Trust 10% of each acquired hotel’s purchase price in exchange for furniture fixtures and equipment (“FF&E”), which is subsequently leased to Ashford Trust rent-free. Ashford Trust must provide reasonable advance notice to the Company to request ERFP funds in accordance with the Ashford Trust ERFP Agreement. The Ashford Trust ERFP Agreement requires that the Company acquire the related FF&E either at the time of the property acquisition or at any time generally within two years of Ashford Trust acquiring the hotel property. The Company recognizes the related depreciation tax deduction at the time such FF&E is purchased by the Company and placed into service at Ashford Trust’s hotel properties. However, the timing of the FF&E being purchased and placed into service is subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. See notes 2 , 10 and 15 . On August 8, 2018, we completed the acquisition of Premier, the project management business formerly conducted by certain affiliates of Remington Holdings, LP (“Remington”), for a total transaction value of $203 million . As a result, the project management services that were previously provided by Remington Lodging & Hospitality, LLC (“Remington Lodging”) are now provided by a subsidiary of Ashford Inc. under the respective project management agreement with each customer, including Ashford Trust and Braemar. The purchase price was paid by issuing 8,120,000 shares of the Series B Convertible Preferred Stock to the sellers of Premier (the “Remington Sellers”), primarily MJB Investments, LP (which is wholly-owned by Monty J. Bennett, our Chief Executive Officer and Chairman of our board of directors), and his father Archie Bennett, Jr., the Chairman Emeritus of Ashford Trust (together, the “Bennetts”). The Series B Convertible Preferred Stock has a conversion price of $140 per share and would convert into 1,450,000 shares of our common stock. Cumulative dividends on the Series B Convertible 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. In addition to certain separate class voting rights, the holders of the Series B Convertible Preferred Stock vote on an as-converted basis with the holders of the common stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the Remington Sellers and their transferees are subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of the Company’s outstanding capital stock. The holders of the Series B Convertible Preferred Stock have certain conversion rights upon certain events constituting a change of control of the Company. See notes 4 and 12 . In connection with the acquisition of Premier, we effected a holding company reorganization. The change in holding company organizational structure was effected by a merger, pursuant to which each issued and outstanding share of common stock, par value $0.01 per share, of our predecessor publicly-traded parent Ashford OAINC Inc. (formerly named Ashford Inc.) (“Old Ashford”) was converted into one share of common stock, par value $0.01 per share, of the Company having the same rights, powers and preferences and the same qualifications, limitations and restrictions as a share of common stock of Old Ashford. As a result of the foregoing, we became the successor issuer of Old Ashford under Rule 12g-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock continues to be listed on the NYSE American under the symbol “AINC.” On September 28, 2018, we completed a public offering of 270,000 shares of common stock at a price to the public of $74.50 per share, resulting in gross proceeds of $20.1 million . The net proceeds from the sale of the shares, after discounts and commissions to the underwriters and offering expenses, were approximately $18.2 million . We also sold an additional 10,000 shares of common stock to the underwriters on October 10, 2018, in connection with the underwriters’ partial exercise of their over-allotment option that had been granted to them in connection with the transaction. The net proceeds from the sale of the over-allotment shares, after discounts and commissions to the underwriters, were approximately $700,000 . Effective January 1, 2019, we acquired a 30% noncontrolling ownership interest in Real Estate Advisory Holdings LLC (“REA Holdings”), a real estate advisory firm that provides financing, advisory and property sales services primarily to clients in the hospitality and leisure industry, for a purchase price of approximately $3.0 million which was paid in the form of $2.1 million cash and the issuance of 16,529 shares of our common stock (approximately $890,000 ) to the seller pursuant to the exemption from the registration requirements under the Securities Act, provided under Section 4(a)(2) thereunder. We have an option to acquire an additional 50% of the ownership interests in REA Holdings for $12.5 million beginning on January 1, 2022. Our investment in REA Holdings is accounted for under the equity method as we have significant influence over the voting interest entity. On January 15, 2019, the Company entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement (the “Braemar ERFP Agreement”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the Braemar ERFP Agreement, the Company agreed to provide $50 million (the “ERFP Commitment”) to Braemar in connection with Braemar’s acquisition of hotels recommended by us, with the option to increase the ERFP Commitment to up to $100 million upon mutual agreement by the parties. Under the Braemar ERFP Agreement, the Company’s ERFP Commitment will be fulfilled as the Company pays Braemar 10% of each acquired hotel’s purchase price in exchange for FF&E, which is subsequently leased to Braemar rent-free. Braemar must provide reasonable advance notice to the Company to request ERFP funds in accordance with the Braemar ERFP Agreement. The Braemar ERFP Agreement requires that the Company acquire the related FF&E either at the time of the property acquisition or at any time generally within two years of Braemar acquiring the hotel property. The Company recognizes the related depreciation tax deduction at the time such FF&E is purchased by the Company and placed into service at Braemar’s hotel properties. However, the timing of the FF&E being purchased and placed into service is subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. See notes 2 , 10 and 15 . On March 1, 2019, J&S Audio Visual (“JSAV”), our consolidated subsidiary, acquired a privately-held company, BAV Services in the United States (“BAV”). BAV is an audio visual rental, staging, and production company focused on meeting and special event services. As a result of the acquisition, our ownership interest in JSAV, which we consolidate under the voting interest model, increased from 85% to approximately 88% . The purchase price consisted of: (i) $5.0 million in cash (excluding working capital adjustments) funded by an existing JSAV term loan; (ii) $4.0 million in the form of Ashford Inc. common stock consisting of (a) 61,387 shares issued on March 1, 2019, which was determined based on an agreed upon value of $3.5 million using a thirty-day volume weighted average price per share (“30-Day VWAP”) of $57.01 and had an estimated fair value of approximately $3.8 million as of the acquisition date and (b) $500,000 of stock to be issued 18 months after the acquisition date, subject to certain conditions; and (iii) contingent consideration related to the achievement of certain performance targets with an estimated fair value of approximately $1.4 million , payable, if earned, 12 to 18 months after the acquisition date. Additionally, the transaction includes a stock consideration collar. See note 4 . On May 31, 2019, Ashford Inc. signed a Combination Agreement, dated May 31, 2019, between the Bennetts, Remington, Remington Holdings GP, LLC, MJB Investments, LP, the Company, James L. Cowen, Jeremy J. Welter, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc. (which was subsequently amended on July 17, 2019) (the “Combination Agreement”) to acquire the Hotel Management business of Remington, a privately held company. The transaction, which is expected to close sometime in the fourth quarter of 2019, is subject to approval by Ashford Inc.’s stockholders, the receipt of an acceptable Private Letter Ruling (“PLR”) from the Internal Revenue Service and customary closing conditions. Under the terms of the agreement, Ashford Inc. will acquire Remington’s Hotel Management business for a purchase price of $275 million , payable by the issuance of $275 million of a new Series D Convertible Preferred Stock. In the previous transaction for Remington’s Project Management business, the sellers received $203 million of Series B Convertible Preferred Stock. For this transaction involving Remington’s Hotel Management business, that $203 million of Series B Convertible Preferred Stock will be exchanged for $203 million of Series D Convertible Preferred Stock (such that, after the transactions, $478 million of Series D Convertible Preferred Stock, and no Series B Convertible Preferred Stock, will be outstanding). The new Series D Convertible Preferred Stock will be convertible into shares of common stock at a price of $117.50 per share (a 164% premium to the closing price of Ashford’s common stock on the agreement date of May 31, 2019). Dividends on the Series D Convertible Preferred Stock will be payable at an annual rate of 6.59% in the first year, 6.99% in the second year, and 7.28% in the third year and each year thereafter. Voting rights of the Series D Convertible Preferred Stock will be on an as-converted basis, and the holders of the Series D Convertible Preferred Stock will have a voting limit of 40% of the total voting power of Ashford Inc. until August 8, 2023. The holders of the Series D Convertible Preferred Stock have certain conversion rights upon certain events constituting a change of control of the Company. Remington is currently owned by Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer, and his father, Archie Bennett, Jr., the Chairman Emeritus of Ashford Trust. Ashford Inc.’s Board of Directors formed a special committee of independent and disinterested directors to analyze, negotiate, and recommend the transaction to Ashford Inc.’s Independent Directors. Ashford Inc.’s Independent Directors have unanimously recommended approval of the acquisition by Ashford Inc.’s stockholders. 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, 2019 | |
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 2018 Annual Report on Form 10-K filed with the SEC on March 8, 2019 . 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 noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest 99.83 % 88.20 % 46.59 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.17 % 11.80 % 28.15 % — % — % Noncontrolling interests in consolidated entities — % — % 25.26 % 30.00 % 20.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 131 $ 1,980 $ 1,504 n/a n/a Redemption value adjustment, year-to-date (73 ) — 60 n/a n/a Redemption value adjustment, cumulative 105 — 2,093 n/a n/a Carrying value of noncontrolling interests — — 288 130 (8 ) Assets, available only to settle subsidiary's obligations (7) n/a 59,802 1,505 1,913 8,796 Liabilities (8) n/a 43,078 471 1,846 4,225 Notes payable (8) n/a 18,903 — — 3,300 Revolving credit facility (8) n/a 2,899 — — — December 31, 2018 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest 99.83 % 85.00 % 45.61 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.17 % 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 $ 215 $ 1,858 $ 1,458 n/a n/a Redemption value adjustment, year-to-date (180 ) — 12 n/a n/a Redemption value adjustment, cumulative 178 — 2,033 n/a n/a Carrying value of noncontrolling interests — — 308 218 (68 ) Assets, available only to settle subsidiary's obligations (7) n/a 37,141 1,410 2,267 6,807 Liabilities (8) n/a 24,836 421 1,977 2,839 Notes payable (8) n/a 13,614 — — 2,480 Revolving credit facility (8) n/a 1,733 — 60 118 ________ (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 Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest. (3) Represents ownership interests in JSAV, which we consolidate under the voting interest model. JSAV provides audio visual products and services in the hospitality industry. See also notes 1 , 11 and 12 . (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 , 11 and 12 . (5) Represents ownership interests in Pure Wellness, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality industry. See also notes 1 and 11 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidated it. We are provided a preferred return on our investment in RED which is accounted for in our income allocation based on the applicable partnership agreement. RED is a provider of watersports activities and other travel and transportation services. See also notes 1 , 11 and 18 . (7) Total assets consist primarily of cash and cash equivalents, FF&E 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 loans and line of credit held by RED, for which the creditor has recourse to Ashford Inc. Investments in Unconsolidated Entities —We hold “investments in unconsolidated entities” in our condensed consolidated balance sheets, which are considered to be variable interests and voting interests in the underlying entities. Certain of our investments in variable interests are not consolidated because we have determined that we are not the primary beneficiary. Certain other investments are not consolidated as the underlying entity does not meet the definition of a VIE and we do not control more than 50% of the voting interests. We review our “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) of unconsolidated entities.” No such impairment was recorded during the three and six months ended June 30, 2019 and 2018 . We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at June 30, 2019 and December 31, 2018 . We account for the investment at estimated fair value based on recent observable transactions as we do not exercise significant influence over the entity. No equity in earnings (loss) of unconsolidated entities due to a change in fair value of the investment was recognized during the three and six months ended June 30, 2019 and 2018 . Effective January 1, 2019, we acquired a 30% noncontrolling ownership interest in Real Estate Advisory Holdings LLC (“REA Holdings”), a real estate advisory firm that provides financing, advisory and property sales services primarily to clients in the hospitality and leisure industry, for a purchase price of approximately $3.0 million which was paid in the form of $2.1 million cash and the issuance of 16,529 shares of our common stock (approximately $890,000 ) to the seller pursuant to the exemption from the registration requirements under the Securities Act, provided under Section 4(a)(2) thereunder. We have an option to acquire an additional 50% of the ownership interests in REA Holdings for $12.5 million beginning on January 1, 2022. Our investment in REA Holdings is accounted for under the equity method as we have significant influence over the voting interest entity. The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands): June 30, 2019 Carrying value of the investment in REA Holdings $ 2,490 Ownership interest in REA Holdings 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Equity in earnings (loss) in unconsolidated entities $ (298 ) $ (573 ) 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 condensed consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. Certain of our business combinations include contingent consideration arrangements that require additional consideration to be paid based on the achievement of established objectives, most commonly related to post-combination period performance targets and stock consideration collars. We assess contingent consideration to determine if it is part of the business combination or if it should be accounted for separately from the business combination in the post-combination period. Contingent consideration is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in earnings. See note 4 for additional information regarding contingent consideration arising from business acquisitions. 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. Furniture, Fixtures and Equipment, net —We record FF&E at cost. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred. Assets are depreciated using the straight-line method over the estimated useful lives of the assets. As of June 30, 2019 and December 31, 2018 , FF&E, net of accumulated depreciation, included ERFP assets of $29.0 million and $16.1 million , audio visual equipment at JSAV of $16.7 million and $13.4 million and marine vessels at RED of $5.7 million and $5.7 million , respectively. Impairment of Furniture, Fixtures and Equipment —FF&E 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. No impairment charges were recorded for the three and six months ended June 30, 2019 . We recorded impairment charges of $0 and $1.9 million for the three and six months ended June 30, 2018 , respectively. The impairment in 2018 was recognized upon determination that a portion of capitalized software that was not eligible for reimbursement would not be placed into service. 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 JSAV. 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 typically perform a qualitative assessment to determine whether the fair value of the goodwill is more likely than not impaired. In considering the qualitative approach, we evaluated factors including, but not limited to, the operational stability and the overall financial performance of the reporting units. We may choose to bypass the qualitative assessment and perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit's carrying amount over its fair value. We determine the fair value of a reporting unit based on either a market valuation approach or an analysis of 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 trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. Based on the results of our annual impairment assessments, no impairment of goodwill or trademark rights was indicated. In the second quarter of 2019, the Company identified a potential indicator of goodwill impairment in our reporting units due to a decline in the price of our common stock. We performed an interim qualitative assessment to determine whether it was more likely than not that the carrying value of goodwill in our reporting units was impaired as of June 30, 2019. Based on our assessment, goodwill was not impaired as of June 30, 2019 . Definite-Lived Intangible Assets —Definite-lived intangible assets primarily include customer relationships and management contracts resulting from our acquisitions of Premier, JSAV, BAV and Pure Wellness. Definite-lived intangible assets are amortized over their respective estimated useful lives in a manner that approximates the pattern of the assets’ economic benefit to the Company, or using the straight-line method if not materially different. 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, 2019 . Other Liabilities —As of June 30, 2019 and December 31, 2018 , other current liabilities included reserves in the amount of $13.4 million and $7.8 million , respectively, related primarily to Ashford Trust and Braemar properties’ casualty insurance claims and related fees. The liability for casualty insurance claims and related fees is established based upon an analysis of historical data and actuarial estimates. We record the related funds received from Ashford Trust and Braemar in “restricted cash” in our condensed consolidated balance sheets. See note 15 . Other non-current liabilities were $2.7 million and $0 as of June 30, 2019 and December 31, 2018 , respectively. As of June 30, 2019 , other non-current liabilities included our remaining consideration of $500,000 and the fair value of contingent consideration of $2.2 million due to the sellers of BAV resulting from JSAV’s acquisition of BAV in March of 2019. See note 4 . Revenue Recognition —See note 3 . 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 grant date 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 note 14 . Depreciation and Amortization —Our FF&E is 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. See also the “Definite-Lived Intangible Assets” above. Equity-Based Compensation —Our equity incentive plan provides for the grant of restricted or unrestricted shares of our common stock, 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. 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 grant date fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services” revenue. Prior to the adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) in the third quarter of 2018, equity-based awards granted to non-employees were accounted for at fair value based on the market price of the awards at period end, which resulted in recording expense equal to the fair value of the award in proportion to the requisite service period satisfied during the period. After the adoption of ASU 2018-07 in the third quarter of 2018, equity-based awards granted to non-employees are measured at the grant date and expensed ratably over the vesting period based on the original measurement date as the grant date. This results in the recording of expense equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. 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 JSAV 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 (loss) is presented on the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 . Due to Affiliates —Due to affiliates represents current payables resulting primarily from general and administrative expense, and FF&E reimbursements. Due to affiliates is generally settled within a period not exceeding one year. Leases —We determine if an arrangement is a lease at the inception of the contract. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. See note 7 . Income Taxes —We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes and, beginning November 1, 2017, Mexico and Dominican Republic income taxes. In accordance with authoritative accounting guidance, we account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities, and, beginning November 1, 2017, in Mexico and the Dominican Republic. Tax years 2014 through 2018 remain subject to potential examination by certain federal and state taxing authorities. Recently Adopted 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. Effective January 1, 2019, we have adopted the new standard using the modified retrospective approach and implemented internal controls to enable the preparation of financial information upon adoption. We elected to adopt both the transition relief provided in ASU 2018-11 and the package of practical expedients which allowed us, among other things, to retain historical lease classifications and accounting for any leases that existed prior to adoption of the standard. Additionally, we elected the practical expedients allowing us not to separate lease and non-lease components and not record leases with an initial term of twelve months or less (“short-term leases”) on the balance sheet across all existing asset classes. Adoption of the new standard resulted in the recording of operating lease assets and operating lease liabilities of $26.2 million as of January 1, 2019, which primarily relates to certain office space, warehouse facilities, vehicles and equipment. The standard did not materially impact our condensed consolidated statements of operations or cash flows. Adopting the new standard did not have a material impact on the accounting for leases under which we are the lessor, except as it pertains to our rent-free leases of FF&E with Ashford Trust and Braemar. The new standard requires leases with related parties entered into on or after January 1, 2019, to be accounted for in accordance with the legally enforceable terms and conditions of the lease (i.e. zero rent payments). Therefore, we will no longer allocate a portion of base advisory fee revenue to lease revenue in an amount equal to the estimated fair value of the lease payments that would have been made because ERFP leases are rent-free. For historical leases related to our key money and ERFP programs that were in place upon adoption of the new standard on January 1, 2019, we will continue allocating a portion of base advisory fee revenue to lease revenue consistent with our historical accounting for the remainder of the applicable lease terms. See note 7 . Recently Issued Accounting 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies certain disclosure requirements related to fair value measurements including requiring disclosures on changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements and a requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-13 will have on our condensed consolidated financial statements. In August 2018, the F |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2019 | |
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 In determining the transaction price, we 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. 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, prior to June 26, 2018, the base fee was paid quarterly and ranged 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 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. For Braemar, prior to January 15, 2019, the base fee was paid monthly and was fixed at 0.70% of Braemar’s total market capitalization plus the Key Money Asset Management Fee, as defined in the advisory agreement, subject to certain minimums. Upon effectiveness of the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement on January 15, 2019, the base fee is paid monthly and is fixed at 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in the advisory agreement, as amended, 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 LTIP units awarded to our officers and employees in connection with providing advisory services equal to the grant date 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.” 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 Condition (the “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. Incentive advisory fees 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 does not record incentive advisory fee revenue in interim periods prior to the fourth quarter of the year in which the incentive fee is measured. The first year installment of 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. Audio Visual Revenue Audio visual revenue primarily consists of revenue generated within our JSAV 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. Project Management Revenue Project management revenue primarily consists of revenue generated within our Premier segment by providing development and construction, capital improvements, refurbishment, project management, and other services such as purchasing, interior design, architectural services, freight management, and construction management services at properties. Premier receives fees for these services and recognizes revenue over time as services are provided to the customer. Project management revenue also includes revenue from reimbursable costs for accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. Other Revenue Other revenue includes revenues provided by certain of our hospitality products and service businesses, including RED. RED’s revenue is primarily generated through provision of ferry services. The revenue is recognized as services are provided based on contractual customer rates. Debt placement fees include revenues earned from providing debt placement services by Lismore Capital (“Lismore”), 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. In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Consistent with our accounting treatment prior to adopting ASC 842, a portion of the base advisory fee for leases, which commenced prior to our adoption, is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. 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 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. The following tables summarize our consolidated deferred revenue activity (in thousands): Deferred Revenue 2019 2018 Balance as of March 31 $ 13,171 $ 13,194 Increases to deferred revenue 703 1,553 Recognition of revenue (1) (2,648 ) (1,636 ) Balance as of June 30 $ 11,226 $ 13,111 ________ (1) Deferred revenue recognized in the three months ended June 30, 2019, includes (a) $656,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.4 million of audio visual revenue and (c) $592,000 of “other services” revenue earned by our hospitality products and services companies. Deferred revenue recognized in the three months ended June 30, 2018, includes (a) $542,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $833,000 of audio visual revenue and (c) $261,000 of “other services” revenue earned by our hospitality products and services companies. Deferred Revenue 2019 2018 Balance as of January 1 $ 13,544 $ 13,899 Increases to deferred revenue 2,749 3,588 Recognition of revenue (1) (5,067 ) (4,376 ) Balance as of June 30 $ 11,226 $ 13,111 ________ (1) Deferred revenue recognized in the six months ended June 30, 2019, includes (a) $1.4 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.4 million of audio visual revenue and (c) $1.2 million of “other services” revenue earned by our hospitality products and services companies. Deferred revenue recognized in the six months ended June 30, 2018, includes (a) $890,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.7 million of audio visual revenue and (c) $772,000 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, 2019 . 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 $9.2 million and $4.9 million included in “accounts receivable, net” primarily related to our hospitality products and services segment, $4.9 million and $5.3 million in “due from Ashford Trust OP”, and $1.8 million and $2.0 million included in “due from Braemar OP” related to REIT advisory services at June 30, 2019 and December 31, 2018 , respectively. We had no significant impairments related to these receivables during the three and six months ended June 30, 2019 and 2018 . Disaggregated Revenue Our revenues were comprised of the following for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Advisory services revenue: Base advisory fee $ 11,190 $ 11,174 $ 21,812 $ 21,885 Incentive advisory fee 169 452 339 904 Reimbursable expenses 3,220 2,496 5,729 4,445 Equity-based compensation 6,511 10,318 12,269 19,610 Other advisory revenue 130 130 258 258 Total advisory services revenue (2) 21,220 24,570 40,407 47,102 Audio visual revenue 30,127 23,376 61,102 46,686 Project management revenue 7,700 — 15,490 — Other revenue: Investment management reimbursements (2) 337 329 695 511 Debt placement fees (3) 79 4,959 1,433 5,591 Claims management services (2) 55 50 96 105 Lease revenue (2) 1,029 251 2,059 503 Other services (4) 2,919 1,276 5,504 2,481 Total other revenue 4,419 6,865 9,787 9,191 Total revenue $ 63,466 $ 54,811 $ 126,786 $ 102,979 REVENUE BY SEGMENT (1) REIT advisory $ 22,641 $ 25,198 $ 43,257 $ 48,219 Premier 7,700 — 15,490 — JSAV 30,127 23,376 61,102 46,686 OpenKey 194 153 451 472 Corporate and other 2,804 6,084 6,486 7,602 Total revenue $ 63,466 $ 54,811 $ 126,786 $ 102,979 ________ (1) We have four reportable segments: REIT Advisory, Premier, JSAV and OpenKey. We combine the operating results of RED, Pure Wellness and Lismore into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting. (2) Indicates REIT advisory revenue. (3) Debt placement fees are earned by Lismore for providing debt placement services to Ashford Trust and Braemar. (4) Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and third parties. Geographic Information Our REIT Advisory, Premier, OpenKey, and Corporate and Other reporting segments conduct their business within the United States. Our JSAV reporting segment conducts business in the United States, Mexico, and the Dominican Republic. The following table presents revenue from our JSAV reporting segment geographically for the three and six months ended June 30, 2019 and 2018 , respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 United States $ 24,548 $ 16,210 $ 47,690 $ 32,162 Mexico 3,757 5,257 9,485 10,717 Dominican Republic 1,822 1,909 3,927 3,807 $ 30,127 $ 23,376 $ 61,102 $ 46,686 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions BAV On March 1, 2019, JSAV acquired a privately-held company, BAV Services in the United States (“BAV”). BAV is an audio visual rental, staging, and production company focused on meeting and special event services. As a result of the acquisition, our ownership interest in JSAV, which we consolidate under the voting interest model, increased from 85% to approximately 88% . The purchase price consisted of: (i) $5.0 million in cash (excluding working capital adjustments) funded by an existing JSAV term loan; (ii) $4.0 million in the form of Ashford Inc. common stock consisting of (a) 61,387 shares issued on March 1, 2019, which was determined based on an agreed upon value of $3.5 million using a thirty-day volume weighted average price per share (“30-Day VWAP”) of $57.01 and had an estimated fair value of approximately $3.8 million as of the acquisition date and (b) $500,000 of stock to be issued 18 months after the acquisition date, subject to certain conditions; and (iii) contingent consideration related to the achievement of certain performance targets with an estimated fair value of approximately $1.4 million , payable, if earned, 12 to 18 months after the acquisition date. Additionally, the transaction includes a stock consideration collar. In the event that the price of the Company’s common stock on the six month anniversary of the closing date of the acquisition is less than 90% of the price of the Company’s common stock at the acquisition date, the Company will pay to the sellers a cash payment, if greater than zero, equal to the amount by which the value of the Company’s common stock is less than $3.2 million . In the event that the price of the Company’s common stock on the six month anniversary of the closing date of the acquisition is greater than 110% of the price of the Company’s common stock on the acquisition date, the sellers will transfer back to the Company the number of shares equal to the amount by which the value of the Company’s common stock is greater than $3.9 million . The price of the Company’s common stock on the six month anniversary shall be determined using the 30-Day VWAP as of the date which is six months after the closing date of the acquisition. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in earnings within “other” operating expenses in the condensed consolidated statements of operations. See note 8 for further discussion of the Company’s liabilities related to acquisition-related contingent consideration. The acquisition of BAV was 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. 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 BAV 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, and intangible assets. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation. The fair value of the purchase price and preliminary allocation of the purchase price is as follows (in thousands): Term loan $ 5,000 Less working capital adjustments (733 ) Fair value of Ashford Inc. common stock issued 3,748 Stock consideration payable 500 Fair value of contingent consideration 1,384 Purchase price consideration $ 9,899 Fair Value Estimated Useful Life Current assets $ 754 Furniture, fixtures and equipment 2,055 5 years Goodwill 5,357 Trademarks 350 Customer relationships 2,200 15 years Total assets acquired 10,716 Current liabilities 567 Noncurrent liabilities 250 Total assumed liabilities 817 Net assets acquired $ 9,899 We expect approximately $5.4 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 BAV’s operations through our relationship with JSAV. Results of BAV The results of operations of BAV have been included in our results of operations since the acquisition date. Our condensed consolidated statements of operations for the three and six months ended June 30, 2019 , include total revenues from BAV of $3.9 million and $5.7 million , respectively. In addition, our condensed consolidated statements of operations for the three and six months ended June 30, 2019 , include net income from BAV of $619,000 and $947,000 , respectively. The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2018, are included below under “Pro Forma Financial Results.” Premier On August 8, 2018, we completed the acquisition of Premier for a total transaction value of $203.0 million . Premier provides construction management, interior design, architectural oversight, and the purchasing, expediting, warehousing coordination, freight management, and supervision of installation of FF&E, and related services. The purchase price was paid by issuing 8,120,000 shares of the newly created Series B Convertible Preferred Stock to the sellers. See note 12 for further discussion of the Series B Convertible Preferred Stock. The results of operations of Premier are included in our condensed consolidated financial statements from the date of acquisition. The acquisition of Premier has been recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations. The holding company reorganization that we effected in connection with the Premier acquisition was accounted for as a common control transaction. The purchase price allocation for the acquisition of Premier 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 Premier 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 intangible assets. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation. The fair value of the purchase price and the preliminary allocation of the purchase price is as follows (in thousands): Series B convertible preferred stock $ 203,000 Preferred stock discount (2,883 ) Total fair value of purchase price $ 200,117 Fair Value Estimated Useful Life Current assets including cash $ 3,878 Furniture, fixtures and equipment 47 Goodwill 53,517 Management contracts 188,800 30 years Total assets acquired 246,242 Current liabilities 2,378 Deferred tax liability 43,747 Total assumed liabilities 46,125 Net assets acquired $ 200,117 We do not expect any of the goodwill balance to be deductible for tax purposes. Results of Premier The results of operations of Premier have been included in our results of operations since the acquisition date. Our condensed consolidated statement of operations for the three and six months ended June 30, 2019 , include total revenue of $7.7 million and $15.5 million , respectively. In addition, our condensed consolidated statements of operations for the three and six months ended June 30, 2019 , include net income of $302,000 and $878,000 , respectively, from Premier. The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2018, 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 Premier and BAV acquisitions had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2018, and the removal of $6,000 and $376,000 of transaction costs directly attributable to the acquisitions for the three and six months ended June 30, 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Total revenue $ 63,466 $ 65,117 $ 128,705 $ 124,386 Net income (loss) (335 ) 11,518 596 8,251 Net income (loss) attributable to the Company 106 11,559 1,122 8,391 The acquisition of certain assets related to RED on January 16, 2018, 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, 2019 | |
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, 2019 , are as follows (in thousands): Premier JSAV Corporate and Other Consolidated Balance at December 31, 2018 $ 53,517 $ 5,384 $ 782 $ 59,683 Changes in goodwill: Additions (1) — 5,357 — 5,357 Adjustments — — — — Balance at June 30, 2019 $ 53,517 $ 10,741 $ 782 $ 65,040 ________ (1) The addition of approximately $5.4 million relates to the preliminary valuation of assets and liabilities related to JSAV’s acquisition of BAV. Intangible assets, net as of June 30, 2019 and December 31, 2018 , are as follows (in thousands): June 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Wellness customer relationships $ 175 $ (79 ) $ 96 $ 175 $ (61 ) $ 114 JSAV customer relationships 8,719 (1,601 ) 7,118 6,519 (1,087 ) 5,432 Premier management contracts 188,800 (9,823 ) 178,977 188,800 (4,353 ) 184,447 $ 197,694 $ (11,503 ) $ 186,191 $ 195,494 $ (5,501 ) $ 189,993 Indefinite-lived intangible assets: JSAV trademarks $ 3,551 $ 3,201 $ 3,551 $ 3,201 Amortization expense for definite-lived intangible assets was $3.0 million and $6.0 million for the three and six months ended June 30, 2019 , respectively. Amortization expense for definite-lived intangible assets was $243,000 and $485,000 for the three and six months ended June 30, 2018 , respectively. Customer relationships and management contracts for Pure Wellness and Premier were assigned a useful life of 5 years and 30 years , respectively. Customer relationships for JSAV, which includes those related to BAV, were assigned useful lives between 7 and 15 years. |
Notes Payable, net
Notes Payable, net | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable, net | Notes Payable, net Notes payable— Notes payable, net consisted of the following (in thousands): Indebtedness Borrower Maturity Interest Rate June 30, 2019 December 31, 2018 Senior revolving credit facility (7) Ashford Inc. March 1, 2021 Base Rate (1) + 2.00% to 2.50% or LIBOR (2) + 3.00% to 3.50% $ — $ — Term loan (5) (8) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 13,325 8,917 Revolving credit facility (5) (8) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 2,899 1,733 Capital lease obligations (5) JSAV Various Various - fixed 467 661 Equipment note (5) (9) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 3,261 2,087 Draw term loan (5) (9) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 1,850 1,950 Revolving credit facility (5) (10) OpenKey April 30, 2020 Prime Rate (4) + 2.75% — — Revolving credit facility (5) (11) Pure Wellness On demand Prime Rate (4) + 1.00% — 60 Term loan (6) (12) RED April 5, 2025 Prime Rate (4) + 1.75% 651 695 Revolving credit facility (6) (13) RED February 5, 2020 Prime Rate (4) + 1.75% — 118 Draw term loan (6) (14) RED December 5, 2026 Prime Rate (4) + 1.75% 923 — Term loan (6) (15) RED February 1, 2029 Prime Rate (4) + 2.00% 1,726 1,785 Notes payable 25,102 18,006 Less deferred loan costs, net (244 ) (234 ) Notes payable less net deferred loan costs 24,858 17,772 Less current portion (2,933 ) (2,595 ) Notes payable, net - non-current $ 21,925 $ 15,177 __________________ (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 2.40% and 2.50% at June 30, 2019 and December 31, 2018 , respectively. (4) Prime Rate was 5.50% and 5.50% at June 30, 2019 and December 31, 2018 , respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) The Company has a $35.0 million senior revolving credit facility with Bank of America, N.A. There is a one-year extension option subject to the satisfaction of certain conditions. The credit facility includes the opportunity to expand the borrowing capacity by up to $40.0 million to an aggregate amount of $75.0 million , subject to certain conditions. (8) On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing term loan and borrowed an additional $5.0 million . The revolving credit facility was also amended to increase the borrowing capacity from $3.0 million to $3.5 million . In connection with the term loan, JSAV 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, 2019 and December 31, 2018 , was not material. As of June 30, 2019 , $601,000 of credit was available under the revolving credit facility. (9) On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing equipment note and draw term note to increase the borrowing capacity to $8.0 million and $2.4 million , respectively. All the loans are partially secured by a security interest on all of the assets and equity interests of JSAV. (10) On November 8, 2018, OpenKey renewed the Loan and Security Agreement that expired in October 2018 for a revolving credit facility in the amount of $1.5 million . The credit facility is secured by all of OpenKey's assets. As of June 30, 2019 , OpenKey had no borrowings outstanding and the $1.5 million revolving credit facility funds were no longer available. (11) On April 6, 2017 , Pure Wellness entered into a $100,000 line of credit. In February 2019, the remaining $60,000 balance on the line of credit was paid off. (12) On March 23, 2018, RED entered into a term loan of $750,000 . (13) On February 28, 2019, RED renewed its $250,000 revolving credit facility. The revolving credit facility provides RED with available borrowings up to a total of $250,000 . As of June 30, 2019 , $250,000 was available under the revolving credit facility. (14) On February 27, 2019, RED entered into a draw term loan in the amount of $1.4 million . As of June 30, 2019 , $477,000 was available under the draw term loan. (15) On August 31, 2018, RED entered into a term loan of $1.8 million . |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We lease certain office space, warehouse facilities, vehicles and equipment. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years. The exercise of lease renewal options is at our sole discretion. Operating lease obligations expire at various dates with the latest maturity in 2028. Certain of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For the three and six months ended June 30, 2018 , we recorded rental expense of $348,000 and $690,000 , respectively. We lease certain equipment under finance leases. The net book value of these assets was approximately $775,000 and $807,000 as of June 30, 2019 and December 31, 2018 , respectively. The net book value of these assets is included in “furniture, fixtures and equipment, net” in our condensed consolidated balance sheets. Amortization of assets under finance leases is included in “depreciation and amortization” expense in our condensed consolidated statement of operations. During the second quarter of 2019, we exercised our option to modify our corporate office lease agreement for the remainder of the lease term to reduce the amount of office space and the annual lease payment. This modification resulted in a reduction of the operating lease right-of-use asset and operating lease liability by approximately $4.1 million . As of June 30, 2019 , our leased assets and liabilities consisted of the following (in thousands): Leases Classification June 30, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 21,597 Finance lease assets Furniture, fixtures and equipment, net 775 Total leased assets $ 22,372 Liabilities Current Operating Operating lease liabilities $ 2,066 Finance Notes payable, net 318 Noncurrent Operating Operating lease liabilities 19,546 Finance Notes payable, net 149 Total leased liabilities $ 22,079 We incurred the following lease costs related to our operating and finance leases (in thousands): Lease Cost Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost (1) Rent expense General and administrative $ 747 $ 1,536 Rent expense Cost of revenues for project management 35 73 Finance lease cost Amortization of leased assets Depreciation and amortization 58 126 Interest on lease liabilities Interest expense 8 15 Total lease cost $ 848 $ 1,750 __________________ (1) Includes short-term and variable lease expense which were immaterial for the three and six months ended June 30, 2019 . For the six months ended June 30, 2019 , cash paid amounts included in the measurement of lease liabilities included (in thousands): Lease Payments Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,609 Financing cash flows from finance leases 323 As of June 30, 2019 , future minimum lease payments on operating and financing leases were as follows (in thousands): Operating Leases Financing Leases 2019 $ 1,609 $ 248 2020 3,144 132 2021 2,963 60 2022 2,756 42 2023 2,574 10 Thereafter 17,501 — Total minimum lease payments $ 30,547 $ 492 Imputed interest (8,935 ) (25 ) Present value of minimum lease payments $ 21,612 $ 467 As of December 31, 2018, future minimum lease payments on operating and capital leases under ASC 840 were as follows (in thousands): Operating Leases Capital Leases 2019 $ 3,529 $ 541 2020 3,532 105 2021 3,329 33 2022 3,172 7 2023 3,059 — Thereafter 13,999 — Total minimum lease payments $ 30,620 $ 686 Imputed interest — (25 ) Present value of minimum lease payments $ 30,620 $ 661 Our weighted-average remaining lease terms (in years) and discount rates consisted of the following: June 30, 2019 Lease term and discount rate Weighted-average remaining lease term Operating leases (1) 12.6 Finance leases 1.6 Weighted-average discount rate Operating leases 5.6 % Finance leases 5.5 % __________________ (1) The weighted-average remaining lease term for our operating leases includes two optional 10 year extension periods for our JSAV headquarters in Irving, Texas, as failure to renew the lease would result in JSAV incurring significant relocation costs. |
Leases | Leases We lease certain office space, warehouse facilities, vehicles and equipment. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years. The exercise of lease renewal options is at our sole discretion. Operating lease obligations expire at various dates with the latest maturity in 2028. Certain of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For the three and six months ended June 30, 2018 , we recorded rental expense of $348,000 and $690,000 , respectively. We lease certain equipment under finance leases. The net book value of these assets was approximately $775,000 and $807,000 as of June 30, 2019 and December 31, 2018 , respectively. The net book value of these assets is included in “furniture, fixtures and equipment, net” in our condensed consolidated balance sheets. Amortization of assets under finance leases is included in “depreciation and amortization” expense in our condensed consolidated statement of operations. During the second quarter of 2019, we exercised our option to modify our corporate office lease agreement for the remainder of the lease term to reduce the amount of office space and the annual lease payment. This modification resulted in a reduction of the operating lease right-of-use asset and operating lease liability by approximately $4.1 million . As of June 30, 2019 , our leased assets and liabilities consisted of the following (in thousands): Leases Classification June 30, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 21,597 Finance lease assets Furniture, fixtures and equipment, net 775 Total leased assets $ 22,372 Liabilities Current Operating Operating lease liabilities $ 2,066 Finance Notes payable, net 318 Noncurrent Operating Operating lease liabilities 19,546 Finance Notes payable, net 149 Total leased liabilities $ 22,079 We incurred the following lease costs related to our operating and finance leases (in thousands): Lease Cost Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost (1) Rent expense General and administrative $ 747 $ 1,536 Rent expense Cost of revenues for project management 35 73 Finance lease cost Amortization of leased assets Depreciation and amortization 58 126 Interest on lease liabilities Interest expense 8 15 Total lease cost $ 848 $ 1,750 __________________ (1) Includes short-term and variable lease expense which were immaterial for the three and six months ended June 30, 2019 . For the six months ended June 30, 2019 , cash paid amounts included in the measurement of lease liabilities included (in thousands): Lease Payments Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,609 Financing cash flows from finance leases 323 As of June 30, 2019 , future minimum lease payments on operating and financing leases were as follows (in thousands): Operating Leases Financing Leases 2019 $ 1,609 $ 248 2020 3,144 132 2021 2,963 60 2022 2,756 42 2023 2,574 10 Thereafter 17,501 — Total minimum lease payments $ 30,547 $ 492 Imputed interest (8,935 ) (25 ) Present value of minimum lease payments $ 21,612 $ 467 As of December 31, 2018, future minimum lease payments on operating and capital leases under ASC 840 were as follows (in thousands): Operating Leases Capital Leases 2019 $ 3,529 $ 541 2020 3,532 105 2021 3,329 33 2022 3,172 7 2023 3,059 — Thereafter 13,999 — Total minimum lease payments $ 30,620 $ 686 Imputed interest — (25 ) Present value of minimum lease payments $ 30,620 $ 661 Our weighted-average remaining lease terms (in years) and discount rates consisted of the following: June 30, 2019 Lease term and discount rate Weighted-average remaining lease term Operating leases (1) 12.6 Finance leases 1.6 Weighted-average discount rate Operating leases 5.6 % Finance leases 5.5 % __________________ (1) The weighted-average remaining lease term for our operating leases includes two optional 10 year extension periods for our JSAV headquarters in Irving, Texas, as failure to renew the lease would result in JSAV incurring significant relocation costs. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 Liabilities Contingent consideration $ (853 ) (1) $ — $ (2,170 ) (2) $ (3,023 ) Deferred compensation plan (6,424 ) — — (6,424 ) Total $ (7,277 ) $ — $ (2,170 ) $ (9,447 ) __________________ (1) Represents the fair value of the contingent consideration liability related to the stock consideration collar associated with the acquisition of BAV. Reported as other current liabilities in the condensed consolidated balance sheets. See note 4. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of BAV. Reported as other noncurrent liabilities in the condensed consolidated balance sheets. See note 4. Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2018 Liabilities Deferred compensation plan (10,574 ) — — (10,574 ) Total $ (10,574 ) $ — $ — $ (10,574 ) The following tables presents the rollforward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2018 $ — Acquisitions (1,384 ) Gains (losses) included in earnings (2) (786 ) Dispositions and settlements — Transfers into/out of Level 3 — Balance at June 30, 2019 $ (2,170 ) __________________ (1) Includes JSAV’s contingent consideration associated with the acquisition of BAV in March of 2019, which is carried at fair value in the condensed consolidated balance sheets within “other liabilities, noncurrent.” 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 inputs in the Level 3 measurement of the contingent consideration include the timing and amount of the ultimate payout based on our estimate of BAV operating performance during the earn-out period, calculated in accordance with the applicable agreement, and 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, 2019 2018 2019 2018 Liabilities Contingent consideration (1,621 ) (1) (346 ) (2) (1,639 ) (1) (559 ) (2) Deferred compensation plan (3) 4,817 6,375 4,077 5,814 Total $ 3,196 $ 6,029 $ 2,438 $ 5,255 __________________ (1) Represents the changes in fair value of the contingent consideration liabilities related to the achievement of certain performance targets and stock consideration collar associated with the acquisition of BAV reported as a component of “other operating expense” in the condensed consolidated statements of operations. See note 4. (2) Represents the accretion of contingent consideration associated with the acquisition JSAV in November of 2017, which was settled in the third quarter of 2018. Reported as “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, 2019 | |
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, 2019 December 31, 2018 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial liabilities measured at fair value: Deferred compensation plan $ 6,424 $ 6,424 $ 10,574 $ 10,574 Contingent consideration 3,023 3,023 — — Financial assets not measured at fair value: Cash and cash equivalents $ 40,039 $ 40,039 $ 51,529 $ 51,529 Restricted cash 13,276 13,276 7,914 7,914 Accounts receivable, net 9,232 9,232 4,928 4,928 Due from affiliates 93 93 45 45 Due from Ashford Trust OP 4,872 4,872 5,293 5,293 Due from Braemar OP 1,830 1,830 1,996 1,996 Investments in unconsolidated entities 2,990 2,990 500 500 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 26,154 $ 26,154 $ 24,880 $ 24,880 Dividends payable 2,791 2,791 — — Due to affiliates 726 726 2,032 2,032 Other liabilities 14,179 14,179 8,418 8,418 Notes payable 25,102 23,591 to 26,075 18,006 16,681 to 18,437 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 JSAV’s acquisition of BAV 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. See note 8 . 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 affiliates, due from Ashford Trust OP, due from Braemar OP, accounts payable and accrued expenses, dividends payable, 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, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitment — As of June 30, 2019 , we had approximately $20.8 million of remaining purchase commitments related to our Ashford Trust ERFP Agreement and $48.6 million of remaining purchase commitments related to our Braemar ERFP Agreement. See “ERFP Commitments” within note 15 . Contingent Consideration — We had total acquisition-related contingent consideration liabilities outstanding of approximately $3.0 million and $0 primarily related to achievement of certain performance targets and stock consideration collars, as of June 30, 2019 and December 31, 2018 , respectively. See note 4 . 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 is 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, 2019 | |
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, 2019 2018 2019 2018 (Income) loss allocated to noncontrolling interests: JSAV $ — $ (82 ) $ — $ (93 ) OpenKey 152 187 329 343 RED (26 ) 5 (60 ) (2 ) Pure Wellness 5 8 25 43 Total net (income) loss allocated to noncontrolling interests $ 131 $ 118 $ 294 $ 291 |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Mezzanine Equity | Mezzanine Equity Redeemable Noncontrolling Interests — 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, 2019 2018 2019 2018 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings $ 6 $ (18 ) $ 10 $ (6 ) JSAV 133 (295 ) (94 ) (650 ) OpenKey 171 223 373 505 Total net (income) loss allocated to redeemable noncontrolling interests $ 310 $ (90 ) $ 289 $ (151 ) Preferred Stock —On August 8, 2018, we completed the acquisition of Premier for a total transaction value of $203 million . The purchase price was paid by issuing 8,120,000 shares of Series B Convertible Preferred Stock to the Remington Sellers. The Series B Convertible Preferred Stock has a conversion price of $140 per share and, if converted, would convert into 1,450,000 shares of our common stock. Cumulative dividends on the Series B Convertible 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. Under the applicable authoritative accounting guidance, this increasing dividend rate feature results in a discount that must be reflected in the fair value of the preferred stock, which is reflected in “Series B convertible preferred stock, net of discount” on our condensed consolidated balance sheets. For the three and six months ended June 30, 2019 , we recorded $484,000 and $975,000 , respectively, of amortization related to the preferred stock discount. The Series B Convertible Preferred Stock is included in the mezzanine section of our condensed consolidated balance sheets as the ownership interests are redeemable outside of the Company’s control. The Series B Convertible Preferred Stock is redeemable at the option of the holder for cash in the event of a change of control. Each share of our Series B Convertible Preferred Stock is convertible at any time, at the option of the holder, into a number of whole or partial shares of common stock, pursuant to the agreements. The Series B Convertible Preferred Stock is also subject to conversion upon certain events constituting a change of control. In addition to certain separate class voting rights, the holders of the Series B Convertible Preferred Stock vote on an as-converted basis with the holders of the common stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the selling stockholders and their transferees will generally be subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of our outstanding capital stock. The holder of the Series B Convertible Preferred Stock also participate in any dividend or distribution paid on the Company’s common stock. If the Company declares or pays a dividend or distribution to the common stockholders, the Company will simultaneously declare and pay a dividend on the Series B Convertible Preferred Stock on a pro rata basis with the common stock as determined on an as-converted basis assuming all shares have been converted immediately prior to the date of record. After the seventh anniversary of the closing of the acquisition of Premier, we have the option to redeem all or any portion of the Series B Convertible Preferred Stock in a minimum amount of $25.0 million on a pro rata basis among all covered investors unless, no less than 15 days before the closing of the purchase transaction, the participating covered investors specify an alternative allocation of the Series B Convertible Preferred Stock subject to the redemption (the “Call Option”), at a price per share equal to the sum of (i) $25.125 (as adjusted for any applicable stock splits or similar transactions) plus (ii) all accrued but unpaid dividends. The purchase price is payable only in cash. The notice of exercise of the Call Option does not limit or restrict any covered investor’s right to convert the Series B Convertible Preferred Stock into shares of our common stock prior to the closing of the Call Option. Declared Series B Convertible Preferred Stock cumulative dividends for all issued and outstanding shares were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Preferred dividends $ 2,791 — $ 5,583 $ — Preferred dividends per share $ 0.3438 — $ 0.6875 $ — |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 and 2018 are presented below by award type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Equity-based compensation Stock option amortization (1) $ 2,043 $ 1,917 $ 4,194 $ 5,674 Employee equity grant expense (2) 57 — 57 — Director and other non-employee equity grants expense (3) 604 355 611 395 Total equity-based compensation $ 2,704 $ 2,272 $ 4,862 $ 6,069 Other equity-based compensation REIT equity-based compensation (4) $ 6,615 $ 10,318 $ 12,483 $ 19,610 $ 9,319 $ 12,590 $ 17,345 $ 25,679 ________ (1) As of June 30, 2019 , the Company had approximately $14.8 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.8 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 death of an executive in March 2018. (2) As of June 30, 2019 , the Company had approximately $141,000 of total unrecognized compensation expense related to restricted shares that will be recognized over a weighted average period of 2.75 years . (3) Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. See “Equity-based Compensation” in note 2 . (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. and Premier. During the three months ended June 30, 2019 , $16,000 and $89,000 of equity based compensation expense related to REIT awards to the employees of Premier was included in “salaries and benefits” and “cost of revenues for project management”, respectively, on our condensed consolidated statements of operations. During the six months ended June 30, 2019 , $46,000 and $168,000 of equity based compensation expense related to REIT awards to the employees of Premier was included in “salaries and benefits” and “cost of revenues for project management”, respectively, on our condensed consolidated statements of operations. 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 death of an executive in March 2018. See notes 2 and 15 . |
Deferred Compensation Plan
Deferred Compensation Plan | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 2018 2019 2018 Change in fair value Unrealized gain (loss) $ 4,817 $ 6,375 $ 4,077 $ 5,814 Distributions Fair value (1) $ 27 $ 54 $ 73 $ 134 Shares (1) 1 1 2 2 ________ (1) Distributions made to one participant. As of June 30, 2019 and December 31, 2018 the carrying value of the DCP liability was $6.4 million and $10.6 million , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
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 and Ashford Trust OP. Prior to June 26, 2018, the base fee was paid quarterly based on a declining sliding scale percentage of Ashford Trust’s total market capitalization plus the Key Money Asset Management Fee (defined 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 Ashford Trust ERFP 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 our advisory agreement, subject to a minimum monthly base fee. At June 30, 2019 , 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 grant date 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 our advisory agreement. In addition to our advisory agreement with Ashford Trust and Ashford Trust OP, Premier is party to a master project management agreement with Ashford Trust OP and Ashford Trust TRS to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Ashford Trust and Ashford Trust OP. 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, 2019 2018 2019 2018 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,415 $ 8,862 $ 16,460 $ 17,466 Reimbursable expenses (1) 2,658 1,997 4,698 3,526 Equity-based compensation (2) 4,548 8,940 8,837 15,685 Incentive advisory fee (3) — 452 — 904 Total advisory services revenue 15,621 20,251 29,995 37,581 Audio visual revenue (4) — 88 — 88 Project management revenue (5) 5,076 — 10,015 — Other revenue Investment management reimbursements (6) 337 329 695 511 Debt placement fees (7) 79 3,959 1,158 4,591 Claim management services (8) 20 18 31 36 Lease revenue (9) 945 167 1,891 335 Other services (10) 409 387 876 687 Total other revenue 1,790 4,860 4,651 6,160 Total revenue $ 22,487 $ 25,199 $ 44,661 $ 43,829 REVENUE BY SEGMENT (11) REIT advisory $ 16,923 $ 20,765 $ 32,612 $ 38,463 Premier 5,076 — 10,015 — JSAV — 88 — 88 OpenKey 27 23 55 47 Corporate and other 461 4,323 1,979 5,231 Total revenue $ 22,487 $ 25,199 $ 44,661 $ 43,829 COST OF REVENUES Cost of audio visual revenues (4) $ 1,862 $ 836 $ 3,546 $ 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, 2019 , we recognized $491,000 and $1.1 million , respectively, of deferred income from reimbursable expenses related to software implementation costs. 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. (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 death 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 was paid in January 2019. 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 2018 and 2017 measurement periods. See note 3 . (4) JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV 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 3 for discussion of the audio visual revenue recognition policy. (5) Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy. (6) Investment management reimbursements include Ashford Investment Management, LLC’s (“AIM”) 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. (7) Debt placement fees are earned by Lismore for providing debt placement services. (8) Claims management services include revenues earned from providing insurance claim assessment and administration services. (9) In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Consistent with our accounting treatment prior to adopting ASC 842, a portion of the base advisory fee for leases, which commenced prior to our adoption, is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (10) Other services revenue is associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Wellness. (11) See note 17 for discussion of segment reporting. The following table summarizes amounts due (to) from Ashford Trust OP, net at June 30, 2019 and December 31, 2018 , associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): June 30, 2019 December 31, 2018 Ashford LLC $ 1,062 $ 2,337 AIM 123 99 Premier 1,937 1,611 JSAV 1,407 826 OpenKey 5 2 Pure Wellness 338 418 Due from Ashford Trust OP $ 4,872 $ 5,293 We are also a party to an amended and restated advisory agreement with Braemar and Braemar OP. Prior to January 15, 2019, the base fee was paid monthly calculated as 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). Upon effectiveness of the Braemar ERFP agreement on January 15, 2019, the base fee is paid monthly calculated as 1/12th of 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our advisory agreement, subject to a minimum monthly base fee. Reimbursement for overhead, internal audit, risk management advisory services 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 grant date 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. In addition to our advisory agreement with Braemar and Braemar OP, Premier is party to a master project management agreement with Braemar OP and Braemar TRS to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP. The following table summarizes the revenues related to Braemar OP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 2,775 $ 2,312 $ 5,352 $ 4,419 Reimbursable expenses (1) 562 499 1,031 919 Equity-based compensation (2) 1,963 1,378 3,432 3,925 Incentive advisory fee (3) 169 — 339 — Other advisory revenue (4) 130 130 258 258 Total advisory services revenue 5,599 4,319 10,412 9,521 Audio visual revenue (5) — — — — Project management revenue (6) 2,493 — 5,240 — Other revenue Debt placement fees (7) — 1,000 275 1,000 Claims management services (8) 35 32 65 69 Lease revenue (9) 84 84 168 168 Other services (10) 279 208 548 419 Total other revenue 398 1,324 1,056 1,656 Total revenue $ 8,490 $ 5,643 $ 16,708 $ 11,177 REVENUE BY SEGMENT (11) REIT advisory $ 5,718 $ 4,435 $ 10,645 $ 9,758 Premier 2,493 — 5,240 — JSAV (11) — — — — OpenKey 13 11 33 16 Corporate and other 266 1,197 790 1,403 Total revenue $ 8,490 $ 5,643 $ 16,708 $ 11,177 COST OF REVENUES Cost of audio visual revenues (5) $ 119 $ — $ 205 $ — ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2019 , we recognized $36,000 and $80,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. 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. (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 death of an executive in March 2018. (3) Incentive advisory fee for the three and six months ended June 30, 2019 , includes the pro-rata portion of the second year installment of the 2018 incentive advisory fee, which will be paid in January 2020. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. For the three and six months ended June 30, 2018 , no incentive advisory fee was recognized as Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods. 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) JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 3 for discussion of the audio visual revenue recognition policy. (6) Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy. (7) Debt placement fees are earned by Lismore for providing debt placement services. (8) Claims management services include revenues earned from providing insurance claim assessment and administration services. (9) In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Consistent with our accounting treatment prior to adopting ASC 842, a portion of the base advisory fee for leases, which commenced prior to our adoption, is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (10) Other services revenue is associated with other hotel products and services, such as mobile key applications, marine vessel transportation and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey, RED and Pure Wellness. (11) See note 17 for discussion of segment reporting. The following table summarizes amounts due (to) from Braemar OP, net at June 30, 2019 and December 31, 2018 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): June 30, 2019 December 31, 2018 Ashford LLC $ 750 $ 941 Premier 805 949 JSAV 109 4 OpenKey 1 12 RED 129 60 Pure Wellness 36 30 Due from Braemar OP $ 1,830 $ 1,996 ERFP Commitments — 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 “Ashford Trust ERFP Agreement”) with Ashford Trust. The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. On January 15, 2019, the Company entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement (the “Braemar ERFP Agreement” and collectively with the Ashford Trust ERFP Agreement, the “ERFP Agreements”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the ERFP Agreements, the Company agreed to provide $50 million (each, an “ERFP Commitment” and collectively, the “ERFP Commitments”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REITs’ acquisition of hotels recommended by us, with the option to increase each ERFP Commitment to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company’s ERFP Commitment to such REIT will be fulfilled as the Company pays each such REIT 10% of each acquired hotel’s purchase price in exchange for FF&E at a property owned by such REIT, which will be subsequently leased by us to such REIT rent-free. Each of the REITs must provide reasonable advance notice to the Company to request ERFP funds in accordance with the respective ERFP Agreement. The ERFP Agreements require that the Company acquire the related FF&E either at the time of the property acquisition or at any time generally within two years of the REITs acquisition of the hotel property. The Company recognizes the related depreciation tax deduction at the time such FF&E is purchased by the Company and placed into service at the respective REITs’ hotel properties. However, the timing of the FF&E being purchased and placed into service is subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. See notes 2 and 10 . The changes in our ERFP Commitments to Ashford Trust and Braemar from inception of the programs in 2018 and 2019, respectively, through June 30, 2019 , as well as the unfunded ERFP Commitments as of June 30, 2019 , for hotels acquired by the REITs are as follows (in thousands): Ashford Trust Braemar Total ERFP Commitments: ERFP Commitments at January 1, 2018 $ — $ — $ — Initial ERFP Commitment 50,000 — 50,000 ERFP payment — Hilton Alexandria Old Town (11,100 ) — (11,100 ) ERFP payment — La Posada de Santa Fe (5,000 ) — (5,000 ) ERFP Commitments remaining at December 31, 2018 $ 33,900 $ — $ 33,900 Initial ERFP Commitment — 50,000 50,000 ERFP payment — Hilton Santa Cruz/Scotts Valley (5,000 ) — (5,000 ) ERFP payment—Embassy Suites New York Manhattan Times Square (8,089 ) — (8,089 ) ERFP payment—Ritz-Carlton, Lake Tahoe — (1,420 ) (1,420 ) ERFP Commitments remaining at June 30, 2019 (1) $ 20,811 $ 48,580 $ 69,391 Ashford Trust Braemar Total Unfunded ERFP Commitments for hotels acquired by REITs: Embassy Suites New York Manhattan Times Square $ 11,411 $ — $ 11,411 Ritz-Carlton, Lake Tahoe — 8,880 8,880 Unfunded ERFP Commitments at June 30, 2019 $ 11,411 $ 8,880 $ 20,291 ________ (1) See note 10 . Other Related Party Transactions — We reimburse Remington and its subsidiaries, which are beneficially owned by our Chairman and Chief Executive Officer and Ashford Trust’s Chairman Emeritus, for various overhead expenses, including rent, payroll, office supplies, travel and accounting. These charges are allocated based on various methodologies, including headcount and actual amounts incurred, and the allocations are approved quarterly by Ashford Inc. and Remington management. These reimbursements are included in “general and administrative” and “cost of revenues for project management” expenses on the condensed consolidated statements of operations. The charges totaled $2.5 million and $4.3 million , for the three and six months ended June 30, 2019 , respectively, and $1.3 million and $2.5 million for the three and six months ended June 30, 2018 , respectively. The amounts due under these arrangements as of June 30, 2019 and December 31, 2018 , are included in “due to affiliates” on our condensed consolidated balance sheets. Pursuant to our advisory agreements with each of Ashford Trust and Braemar, we secure certain casualty insurance policies to cover Ashford Trust, Braemar and their respective property managers, as needed. Ashford Trust and Braemar bear the economic burden for the casualty insurance coverage. Our risk management department manages the shared casualty insurance program. At the beginning of each year, funds are collected from Ashford Trust and Braemar, as needed, on an allocated basis based on their risk exposures. These funds are deposited into restricted cash and used to pay casualty claims and other insurance costs throughout the year as incurred. We record the funds received from Ashford Trust and Braemar and the related liability in our condensed consolidated balance sheets in “restricted cash” and “other liabilities,” respectively. Ashford Trust held a 16.64% and 16.30% noncontrolling interest in OpenKey, and Braemar held an 8.40% and 8.21% noncontrolling interest in OpenKey as of June 30, 2019 and December 31, 2018 , respectively. During the three and six months ended June 30, 2019 , Ashford Trust invested $299,000 and $299,000 , respectively, and Braemar invested $156,000 and $156,000 , respectively in OpenKey. 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. See also notes 1 , 2 , 11 , and 12 . An officer of JSAV owns the JSAV headquarters property including the adjoining warehouse space. JSAV leases this property for approximately $307,000 per year, with escalating lease payments based on the Consumer Price Index. Rental expense for the three and six months ended June 30, 2019 , was $77,000 , and $155,000 , respectively. Rental expense for the three and six months ended June 30, 2018 , was $84,000 , and $168,000 respectively. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 2018 2019 2018 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 112 $ 8,960 $ 822 $ 3,237 Less: Dividends on preferred stock and amortization (3,275 ) — (6,558 ) — Less: Undistributed net (income) allocated to unvested shares — (38 ) — (14 ) Undistributed net income (loss) allocated to common stockholders (3,163 ) 8,922 (5,736 ) 3,223 Distributed and undistributed net income (loss) - basic $ (3,163 ) $ 8,922 $ (5,736 ) $ 3,223 Effect of deferred compensation plan (4,817 ) (6,375 ) (4,077 ) (5,814 ) Effect of incremental subsidiary shares (171 ) (223 ) (373 ) (505 ) Distributed and undistributed net income (loss) - diluted $ (8,151 ) $ 2,324 $ (10,186 ) $ (3,096 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,462 2,095 2,441 2,094 Effect of deferred compensation plan shares 203 206 101 103 Effect of incremental subsidiary shares 52 26 41 22 Effect of assumed exercise of stock options — 160 — — Weighted average common shares outstanding – diluted 2,717 2,487 2,583 2,219 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (1.28 ) $ 4.26 $ (2.35 ) $ 1.54 Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (3.00 ) $ 0.93 $ (3.94 ) $ (1.40 ) 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, 2019 2018 2019 2018 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 (6 ) 18 (10 ) 6 Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock (133 ) 295 94 650 Dividends on preferred stock and amortization 3,275 — 6,558 — Total $ 3,136 $ 351 $ 6,642 $ 670 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 11 9 10 9 Effect of assumed exercise of stock options 16 — 40 197 Effect of assumed conversion of Ashford Holdings units 4 4 4 4 Effect of incremental subsidiary shares 72 50 59 38 Effect of assumed conversion of preferred stock 1,450 — 1,450 — Total 1,553 63 1,563 248 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
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) Premier, which provides comprehensive and cost-effective design, development, architectural, and project management services, (b) JSAV, which provides event technology and creative communications solutions services, (c) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms, (d) RED, a provider of watersports activities and other travel and transportation services, (e) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality industry, and (f) Lismore, a provider of debt placement services. For 2019, OpenKey, RED, Pure Wellness and Lismore operating segments do not meet aggregation criteria or the quantitative thresholds to individually qualify as reportable segments. However, we have elected to disclose OpenKey as a reportable segment. Accordingly, we have four reportable segments: REIT Advisory, Premier, JSAV and OpenKey. We combine the operating results of RED, Pure Wellness and Lismore 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, 2019 and 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, 2019 , and 2018 are 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, 2019 Three Months Ended June 30, 2018 REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 21,220 $ — $ — $ — $ — $ 21,220 $ 24,570 $ — $ — $ — $ — $ 24,570 Audio visual — — 30,127 — — 30,127 — — 23,376 — — 23,376 Project Management — 7,700 — — — 7,700 — — — — — — Other 1,421 — — 194 2,804 4,419 628 — — 153 6,084 6,865 Total revenue 22,641 7,700 30,127 194 2,804 63,466 25,198 — 23,376 153 6,084 54,811 EXPENSES Depreciation and amortization 1,570 2,738 503 7 116 4,934 369 — 489 7 328 1,193 Other operating expenses (1) 9,731 4,318 30,296 768 12,476 57,589 12,814 — 20,708 903 8,323 42,748 Total expenses 11,301 7,056 30,799 775 12,592 62,523 13,183 — 21,197 910 8,651 43,941 OPERATING INCOME (LOSS) 11,340 644 (672 ) (581 ) (9,788 ) 943 12,015 — 2,179 (757 ) (2,567 ) 10,870 Equity in earnings (loss) of unconsolidated entities — — — — (298 ) (298 ) — — — — — — Interest expense — — (356 ) — (89 ) (445 ) — — (144 ) — (17 ) (161 ) Amortization of loan costs — — (14 ) (6 ) (50 ) (70 ) — — (12 ) (7 ) (5 ) (24 ) Interest income — — — — 9 9 — — — — 73 73 Other income (expense) — — (50 ) 6 2 (42 ) 27 — (256 ) — 8 (221 ) INCOME (LOSS) BEFORE INCOME TAXES 11,340 644 (1,092 ) (581 ) (10,214 ) 97 12,042 — 1,767 (764 ) (2,508 ) 10,537 Income tax (expense) benefit (2,550 ) (342 ) 319 — 2,147 (426 ) (1,848 ) — (502 ) — 745 (1,605 ) NET INCOME (LOSS) $ 8,790 $ 302 $ (773 ) $ (581 ) $ (8,067 ) $ (329 ) $ 10,194 $ — $ 1,265 $ (764 ) $ (1,763 ) $ 8,932 ________ (1) Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory 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, 2019 Six Months Ended June 30, 2018 REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 40,407 $ — $ — $ — $ — $ 40,407 $ 47,102 $ — $ — $ — $ — $ 47,102 Audio visual — — 61,102 — — 61,102 — — 46,686 — — 46,686 Project management — 15,490 — — — 15,490 — — — — — — Other 2,850 — — 451 6,486 9,787 1,117 — — 472 7,602 9,191 Total revenue 43,257 15,490 61,102 451 6,486 126,786 48,219 — 46,686 472 7,602 102,979 EXPENSES Depreciation and amortization 2,753 5,476 958 14 260 9,461 759 — 943 13 518 2,233 Impairment — — — — — — 1,863 — — — 56 1,919 Other operating expenses (1) 17,998 8,368 58,304 1,718 27,452 113,840 24,055 — 40,511 2,074 26,353 92,993 Total operating expenses 20,751 13,844 59,262 1,732 27,712 123,301 26,677 — 41,454 2,087 26,927 97,145 OPERATING INCOME (LOSS) 22,506 1,646 1,840 (1,281 ) (21,226 ) 3,485 21,542 — 5,232 (1,615 ) (19,325 ) 5,834 Equity in earnings (loss) of unconsolidated entities — — — — (573 ) (573 ) — — — — — — Interest expense — — (570 ) — (172 ) (742 ) — — (283 ) — (21 ) (304 ) Amortization of loan costs — — (27 ) (12 ) (100 ) (139 ) — — (24 ) (13 ) (10 ) (47 ) Interest income — — — — 29 29 — — — — 185 185 Other income (expense) — — (156 ) 11 50 (95 ) 46 — (314 ) (1 ) 9 (260 ) INCOME (LOSS) BEFORE INCOME TAXES 22,506 1,646 1,087 (1,282 ) (21,992 ) 1,965 21,588 — 4,611 (1,629 ) (19,162 ) 5,408 Income tax (expense) benefit (5,039 ) (768 ) (568 ) — 4,649 (1,726 ) (3,964 ) — (1,248 ) — 2,901 (2,311 ) NET INCOME (LOSS) $ 17,467 $ 878 $ 519 $ (1,282 ) $ (17,343 ) $ 239 $ 17,624 $ — $ 3,363 $ (1,629 ) $ (16,261 ) $ 3,097 ________ (1) Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory 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, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 1, 2019, the Company’s newly created subsidiary, AINC Bar Draught LLC (“Bar Draught”), acquired the assets of a provider of an innovative draft cocktail system technology for $250,000 cash and contingent consideration of up to $550,000 cash, if earned, 6 to 12 months after the acquisition date. After giving effect to the transaction, Ashford Inc. will own an approximately 55% interest in Bar Draught, a provider of premium, mobile cocktails on tap and other services in the hospitality industry. On July 3, 2019, the Company funded the remaining $8.9 million of its ERFP Commitment under the Braemar ERFP Agreement, related to Braemar’s acquisition of The Ritz-Carlton Lake Tahoe on January 15, 2019. On July 18, 2019, RED completed the acquisition of substantially all of the assets of Sebago, a leading provider of watersports activities and excursion services based in Key West, Florida. After giving effect to the transaction, Ashford Inc. will own an approximately 84% interest in the common equity of RED. Ashford Inc. will continue to own an 80% interest in the entity that conducts RED’s legacy U.S. Virgin Islands operations. The purchase price consisted of approximately $2.5 million in cash (excluding transaction costs and working capital adjustments) funded by new RED term loans and $4.5 million in the form of Ashford Inc. common stock consisting of 135,366 shares issued July 18, 2019, subject to a six month stock consideration collar. The issued Ashford Inc. shares were determined using a 30-Day VWAP of $33.24 and had an estimated fair value of approximately $4.5 million as of the acquisition date. Pursuant to the acquisition agreement, in the event that the 30-Day VWAP of the common stock on the six month anniversary of the closing date of the acquisition is lower than the price of the common stock on July 18, 2019, the Company may repurchase the stock at such lower stock price, such that the number of shares of common stock issued is reduced. In the event that the 30-Day VWAP of the common stock on the six month anniversary of the closing date of the acquisition is higher than the price of the common stock on July 18, 2019, the Company may repurchase shares of common stock at a price of $0.01 per share, such that the stock consideration for the transaction remains $4.5 million in common stock. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 2018 Annual Report on Form 10-K filed with the SEC on March 8, 2019 . 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 noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest 99.83 % 88.20 % 46.59 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.17 % 11.80 % 28.15 % — % — % Noncontrolling interests in consolidated entities — % — % 25.26 % 30.00 % 20.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 131 $ 1,980 $ 1,504 n/a n/a Redemption value adjustment, year-to-date (73 ) — 60 n/a n/a Redemption value adjustment, cumulative 105 — 2,093 n/a n/a Carrying value of noncontrolling interests — — 288 130 (8 ) Assets, available only to settle subsidiary's obligations (7) n/a 59,802 1,505 1,913 8,796 Liabilities (8) n/a 43,078 471 1,846 4,225 Notes payable (8) n/a 18,903 — — 3,300 Revolving credit facility (8) n/a 2,899 — — — December 31, 2018 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest 99.83 % 85.00 % 45.61 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.17 % 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 $ 215 $ 1,858 $ 1,458 n/a n/a Redemption value adjustment, year-to-date (180 ) — 12 n/a n/a Redemption value adjustment, cumulative 178 — 2,033 n/a n/a Carrying value of noncontrolling interests — — 308 218 (68 ) Assets, available only to settle subsidiary's obligations (7) n/a 37,141 1,410 2,267 6,807 Liabilities (8) n/a 24,836 421 1,977 2,839 Notes payable (8) n/a 13,614 — — 2,480 Revolving credit facility (8) n/a 1,733 — 60 118 ________ (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 Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest. (3) Represents ownership interests in JSAV, which we consolidate under the voting interest model. JSAV provides audio visual products and services in the hospitality industry. See also notes 1 , 11 and 12 . (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 , 11 and 12 . (5) Represents ownership interests in Pure Wellness, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality industry. See also notes 1 and 11 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidated it. We are provided a preferred return on our investment in RED which is accounted for in our income allocation based on the applicable partnership agreement. RED is a provider of watersports activities and other travel and transportation services. See also notes 1 , 11 and 18 . (7) Total assets consist primarily of cash and cash equivalents, FF&E 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 loans and line of credit held by RED, for which the creditor has recourse to Ashford Inc. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities —We hold “investments in unconsolidated entities” in our condensed consolidated balance sheets, which are considered to be variable interests and voting interests in the underlying entities. Certain of our investments in variable interests are not consolidated because we have determined that we are not the primary beneficiary. Certain other investments are not consolidated as the underlying entity does not meet the definition of a VIE and we do not control more than 50% of the voting interests. We review our “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) of unconsolidated entities.” No such impairment was recorded during the three and six months ended June 30, 2019 and 2018 . We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at June 30, 2019 and December 31, 2018 . We account for the investment at estimated fair value based on recent observable transactions as we do not exercise significant influence over the entity. No equity in earnings (loss) of unconsolidated entities due to a change in fair value of the investment was recognized during the three and six months ended June 30, 2019 and 2018 . Effective January 1, 2019, we acquired a 30% noncontrolling ownership interest in Real Estate Advisory Holdings LLC (“REA Holdings”), a real estate advisory firm that provides financing, advisory and property sales services primarily to clients in the hospitality and leisure industry, for a purchase price of approximately $3.0 million which was paid in the form of $2.1 million cash and the issuance of 16,529 shares of our common stock (approximately $890,000 ) to the seller pursuant to the exemption from the registration requirements under the Securities Act, provided under Section 4(a)(2) thereunder. We have an option to acquire an additional 50% of the ownership interests in REA Holdings for $12.5 million beginning on January 1, 2022. Our investment in REA Holdings is accounted for under the equity method as we have significant influence over the voting interest entity. |
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 condensed consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. Certain of our business combinations include contingent consideration arrangements that require additional consideration to be paid based on the achievement of established objectives, most commonly related to post-combination period performance targets and stock consideration collars. We assess contingent consideration to determine if it is part of the business combination or if it should be accounted for separately from the business combination in the post-combination period. Contingent consideration is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in earnings. See note 4 for additional information regarding contingent consideration arising from business acquisitions. 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. |
Furniture, Fixtures and Equipment, net | Furniture, Fixtures and Equipment, net —We record FF&E at cost. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred. Assets are depreciated using the straight-line method over the estimated useful lives of the assets. As of June 30, 2019 and December 31, 2018 , FF&E, net of accumulated depreciation, included ERFP assets of $29.0 million and $16.1 million , audio visual equipment at JSAV of $16.7 million and $13.4 million and marine vessels at RED of $5.7 million and $5.7 million , respectively. |
Impairment of Furniture, Fixtures and Equipment | Impairment of Furniture, Fixtures and Equipment —FF&E 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. No impairment charges were recorded for the three and six months ended June 30, 2019 . We recorded impairment charges of $0 and $1.9 million for the three and six months ended June 30, 2018 , respectively. The impairment in 2018 was recognized upon determination that a portion of capitalized software that was not eligible for reimbursement would not be placed into service. |
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 JSAV. 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 typically perform a qualitative assessment to determine whether the fair value of the goodwill is more likely than not impaired. In considering the qualitative approach, we evaluated factors including, but not limited to, the operational stability and the overall financial performance of the reporting units. We may choose to bypass the qualitative assessment and perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit's carrying amount over its fair value. We determine the fair value of a reporting unit based on either a market valuation approach or an analysis of 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 trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. Based on the results of our annual impairment assessments, no impairment of goodwill or trademark rights was indicated. In the second quarter of 2019, the Company identified a potential indicator of goodwill impairment in our reporting units due to a decline in the price of our common stock. We performed an interim qualitative assessment to determine whether it was more likely than not that the carrying value of goodwill in our reporting units was impaired as of June 30, 2019. Based on our assessment, goodwill was not impaired as of June 30, 2019 . |
Definite-Lived Intangible Assets | Definite-Lived Intangible Assets —Definite-lived intangible assets primarily include customer relationships and management contracts resulting from our acquisitions of Premier, JSAV, BAV and Pure Wellness. Definite-lived intangible assets are amortized over their respective estimated useful lives in a manner that approximates the pattern of the assets’ economic benefit to the Company, or using the straight-line method if not materially different. 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, 2019 . |
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 grant date 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 note 14 |
Depreciation and Amortization | Depreciation and Amortization —Our FF&E is 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. See also the “Definite-Lived Intangible Assets” above. |
Equity-Based Compensation | Equity-Based Compensation —Our equity incentive plan provides for the grant of restricted or unrestricted shares of our common stock, 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. 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 grant date fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services” revenue. Prior to the adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) in the third quarter of 2018, equity-based awards granted to non-employees were accounted for at fair value based on the market price of the awards at period end, which resulted in recording expense equal to the fair value of the award in proportion to the requisite service period satisfied during the period. After the adoption of ASU 2018-07 in the third quarter of 2018, equity-based awards granted to non-employees are measured at the grant date and expensed ratably over the vesting period based on the original measurement date as the grant date. This results in the recording of expense equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. |
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 JSAV 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 (loss) is presented on the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 . |
Due to Affiliates | Due to Affiliates —Due to affiliates represents current payables resulting primarily from general and administrative expense, and FF&E reimbursements. Due to affiliates is generally settled within a period not exceeding one year. |
Leases | Leases —We determine if an arrangement is a lease at the inception of the contract. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. See note 7 . |
Income Taxes | Income Taxes —We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes and, beginning November 1, 2017, Mexico and Dominican Republic income taxes. In accordance with authoritative accounting guidance, we account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities, and, beginning November 1, 2017, in Mexico and the Dominican Republic. Tax years 2014 through 2018 remain subject to potential examination by certain federal and state taxing authorities. |
Recently Adopted and Issued Accounting Standards | Recently Adopted 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. Effective January 1, 2019, we have adopted the new standard using the modified retrospective approach and implemented internal controls to enable the preparation of financial information upon adoption. We elected to adopt both the transition relief provided in ASU 2018-11 and the package of practical expedients which allowed us, among other things, to retain historical lease classifications and accounting for any leases that existed prior to adoption of the standard. Additionally, we elected the practical expedients allowing us not to separate lease and non-lease components and not record leases with an initial term of twelve months or less (“short-term leases”) on the balance sheet across all existing asset classes. Adoption of the new standard resulted in the recording of operating lease assets and operating lease liabilities of $26.2 million as of January 1, 2019, which primarily relates to certain office space, warehouse facilities, vehicles and equipment. The standard did not materially impact our condensed consolidated statements of operations or cash flows. Adopting the new standard did not have a material impact on the accounting for leases under which we are the lessor, except as it pertains to our rent-free leases of FF&E with Ashford Trust and Braemar. The new standard requires leases with related parties entered into on or after January 1, 2019, to be accounted for in accordance with the legally enforceable terms and conditions of the lease (i.e. zero rent payments). Therefore, we will no longer allocate a portion of base advisory fee revenue to lease revenue in an amount equal to the estimated fair value of the lease payments that would have been made because ERFP leases are rent-free. For historical leases related to our key money and ERFP programs that were in place upon adoption of the new standard on January 1, 2019, we will continue allocating a portion of base advisory fee revenue to lease revenue consistent with our historical accounting for the remainder of the applicable lease terms. See note 7 . Recently Issued Accounting 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies certain disclosure requirements related to fair value measurements including requiring disclosures on changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements and a requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-13 will have on our condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-15 will have on our condensed consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Noncontrolling Interest | The following tables present information about noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest 99.83 % 88.20 % 46.59 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.17 % 11.80 % 28.15 % — % — % Noncontrolling interests in consolidated entities — % — % 25.26 % 30.00 % 20.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 131 $ 1,980 $ 1,504 n/a n/a Redemption value adjustment, year-to-date (73 ) — 60 n/a n/a Redemption value adjustment, cumulative 105 — 2,093 n/a n/a Carrying value of noncontrolling interests — — 288 130 (8 ) Assets, available only to settle subsidiary's obligations (7) n/a 59,802 1,505 1,913 8,796 Liabilities (8) n/a 43,078 471 1,846 4,225 Notes payable (8) n/a 18,903 — — 3,300 Revolving credit facility (8) n/a 2,899 — — — December 31, 2018 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Ashford Inc. ownership interest 99.83 % 85.00 % 45.61 % 70.00 % 80.00 % Redeemable noncontrolling interests (1) (2) 0.17 % 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 $ 215 $ 1,858 $ 1,458 n/a n/a Redemption value adjustment, year-to-date (180 ) — 12 n/a n/a Redemption value adjustment, cumulative 178 — 2,033 n/a n/a Carrying value of noncontrolling interests — — 308 218 (68 ) Assets, available only to settle subsidiary's obligations (7) n/a 37,141 1,410 2,267 6,807 Liabilities (8) n/a 24,836 421 1,977 2,839 Notes payable (8) n/a 13,614 — — 2,480 Revolving credit facility (8) n/a 1,733 — 60 118 ________ (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 Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest. (3) Represents ownership interests in JSAV, which we consolidate under the voting interest model. JSAV provides audio visual products and services in the hospitality industry. See also notes 1 , 11 and 12 . (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 , 11 and 12 . (5) Represents ownership interests in Pure Wellness, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality industry. See also notes 1 and 11 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidated it. We are provided a preferred return on our investment in RED which is accounted for in our income allocation based on the applicable partnership agreement. RED is a provider of watersports activities and other travel and transportation services. See also notes 1 , 11 and 18 . (7) Total assets consist primarily of cash and cash equivalents, FF&E 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 loans and line of credit held by RED, for which the creditor has recourse to Ashford Inc. |
Investments in Unconsolidated Entities | The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands): June 30, 2019 Carrying value of the investment in REA Holdings $ 2,490 Ownership interest in REA Holdings 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Equity in earnings (loss) in unconsolidated entities $ (298 ) $ (573 ) |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The following tables summarize our consolidated deferred revenue activity (in thousands): Deferred Revenue 2019 2018 Balance as of March 31 $ 13,171 $ 13,194 Increases to deferred revenue 703 1,553 Recognition of revenue (1) (2,648 ) (1,636 ) Balance as of June 30 $ 11,226 $ 13,111 ________ (1) Deferred revenue recognized in the three months ended June 30, 2019, includes (a) $656,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.4 million of audio visual revenue and (c) $592,000 of “other services” revenue earned by our hospitality products and services companies. Deferred revenue recognized in the three months ended June 30, 2018, includes (a) $542,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $833,000 of audio visual revenue and (c) $261,000 of “other services” revenue earned by our hospitality products and services companies. Deferred Revenue 2019 2018 Balance as of January 1 $ 13,544 $ 13,899 Increases to deferred revenue 2,749 3,588 Recognition of revenue (1) (5,067 ) (4,376 ) Balance as of June 30 $ 11,226 $ 13,111 ________ (1) Deferred revenue recognized in the six months ended June 30, 2019, includes (a) $1.4 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.4 million of audio visual revenue and (c) $1.2 million of “other services” revenue earned by our hospitality products and services companies. Deferred revenue recognized in the six months ended June 30, 2018, includes (a) $890,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.7 million of audio visual revenue and (c) $772,000 of “other services” revenue earned by our hospitality products and services companies. |
Disaggregation of Revenue | Our REIT Advisory, Premier, OpenKey, and Corporate and Other reporting segments conduct their business within the United States. Our JSAV reporting segment conducts business in the United States, Mexico, and the Dominican Republic. The following table presents revenue from our JSAV reporting segment geographically for the three and six months ended June 30, 2019 and 2018 , respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 United States $ 24,548 $ 16,210 $ 47,690 $ 32,162 Mexico 3,757 5,257 9,485 10,717 Dominican Republic 1,822 1,909 3,927 3,807 $ 30,127 $ 23,376 $ 61,102 $ 46,686 Our revenues were comprised of the following for the three and six months ended June 30, 2019 and 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Advisory services revenue: Base advisory fee $ 11,190 $ 11,174 $ 21,812 $ 21,885 Incentive advisory fee 169 452 339 904 Reimbursable expenses 3,220 2,496 5,729 4,445 Equity-based compensation 6,511 10,318 12,269 19,610 Other advisory revenue 130 130 258 258 Total advisory services revenue (2) 21,220 24,570 40,407 47,102 Audio visual revenue 30,127 23,376 61,102 46,686 Project management revenue 7,700 — 15,490 — Other revenue: Investment management reimbursements (2) 337 329 695 511 Debt placement fees (3) 79 4,959 1,433 5,591 Claims management services (2) 55 50 96 105 Lease revenue (2) 1,029 251 2,059 503 Other services (4) 2,919 1,276 5,504 2,481 Total other revenue 4,419 6,865 9,787 9,191 Total revenue $ 63,466 $ 54,811 $ 126,786 $ 102,979 REVENUE BY SEGMENT (1) REIT advisory $ 22,641 $ 25,198 $ 43,257 $ 48,219 Premier 7,700 — 15,490 — JSAV 30,127 23,376 61,102 46,686 OpenKey 194 153 451 472 Corporate and other 2,804 6,084 6,486 7,602 Total revenue $ 63,466 $ 54,811 $ 126,786 $ 102,979 ________ (1) We have four reportable segments: REIT Advisory, Premier, JSAV and OpenKey. We combine the operating results of RED, Pure Wellness and Lismore into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting. (2) Indicates REIT advisory revenue. (3) Debt placement fees are earned by Lismore for providing debt placement services to Ashford Trust and Braemar. (4) Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and third parties. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The fair value of the purchase price and the preliminary allocation of the purchase price is as follows (in thousands): Series B convertible preferred stock $ 203,000 Preferred stock discount (2,883 ) Total fair value of purchase price $ 200,117 The fair value of the purchase price and preliminary allocation of the purchase price is as follows (in thousands): Term loan $ 5,000 Less working capital adjustments (733 ) Fair value of Ashford Inc. common stock issued 3,748 Stock consideration payable 500 Fair value of contingent consideration 1,384 Purchase price consideration $ 9,899 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Fair Value Estimated Useful Life Current assets $ 754 Furniture, fixtures and equipment 2,055 5 years Goodwill 5,357 Trademarks 350 Customer relationships 2,200 15 years Total assets acquired 10,716 Current liabilities 567 Noncurrent liabilities 250 Total assumed liabilities 817 Net assets acquired $ 9,899 Fair Value Estimated Useful Life Current assets including cash $ 3,878 Furniture, fixtures and equipment 47 Goodwill 53,517 Management contracts 188,800 30 years Total assets acquired 246,242 Current liabilities 2,378 Deferred tax liability 43,747 Total assumed liabilities 46,125 Net assets acquired $ 200,117 |
Pro Forma Information | The following table reflects the unaudited pro forma results of operations as if the Premier and BAV acquisitions had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2018, and the removal of $6,000 and $376,000 of transaction costs directly attributable to the acquisitions for the three and six months ended June 30, 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Total revenue $ 63,466 $ 65,117 $ 128,705 $ 124,386 Net income (loss) (335 ) 11,518 596 8,251 Net income (loss) attributable to the Company 106 11,559 1,122 8,391 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the six months ended June 30, 2019 , are as follows (in thousands): Premier JSAV Corporate and Other Consolidated Balance at December 31, 2018 $ 53,517 $ 5,384 $ 782 $ 59,683 Changes in goodwill: Additions (1) — 5,357 — 5,357 Adjustments — — — — Balance at June 30, 2019 $ 53,517 $ 10,741 $ 782 $ 65,040 ________ (1) The addition of approximately $5.4 million relates to the preliminary valuation of assets and liabilities related to JSAV’s acquisition of BAV. |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net as of June 30, 2019 and December 31, 2018 , are as follows (in thousands): June 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Wellness customer relationships $ 175 $ (79 ) $ 96 $ 175 $ (61 ) $ 114 JSAV customer relationships 8,719 (1,601 ) 7,118 6,519 (1,087 ) 5,432 Premier management contracts 188,800 (9,823 ) 178,977 188,800 (4,353 ) 184,447 $ 197,694 $ (11,503 ) $ 186,191 $ 195,494 $ (5,501 ) $ 189,993 Indefinite-lived intangible assets: JSAV trademarks $ 3,551 $ 3,201 $ 3,551 $ 3,201 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net as of June 30, 2019 and December 31, 2018 , are as follows (in thousands): June 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Pure Wellness customer relationships $ 175 $ (79 ) $ 96 $ 175 $ (61 ) $ 114 JSAV customer relationships 8,719 (1,601 ) 7,118 6,519 (1,087 ) 5,432 Premier management contracts 188,800 (9,823 ) 178,977 188,800 (4,353 ) 184,447 $ 197,694 $ (11,503 ) $ 186,191 $ 195,494 $ (5,501 ) $ 189,993 Indefinite-lived intangible assets: JSAV trademarks $ 3,551 $ 3,201 $ 3,551 $ 3,201 |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (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 2.40% and 2.50% at June 30, 2019 and December 31, 2018 , respectively. (4) Prime Rate was 5.50% and 5.50% at June 30, 2019 and December 31, 2018 , respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) The Company has a $35.0 million senior revolving credit facility with Bank of America, N.A. There is a one-year extension option subject to the satisfaction of certain conditions. The credit facility includes the opportunity to expand the borrowing capacity by up to $40.0 million to an aggregate amount of $75.0 million , subject to certain conditions. (8) On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing term loan and borrowed an additional $5.0 million . The revolving credit facility was also amended to increase the borrowing capacity from $3.0 million to $3.5 million . In connection with the term loan, JSAV 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, 2019 and December 31, 2018 , was not material. As of June 30, 2019 , $601,000 of credit was available under the revolving credit facility. (9) On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing equipment note and draw term note to increase the borrowing capacity to $8.0 million and $2.4 million , respectively. All the loans are partially secured by a security interest on all of the assets and equity interests of JSAV. (10) On November 8, 2018, OpenKey renewed the Loan and Security Agreement that expired in October 2018 for a revolving credit facility in the amount of $1.5 million . The credit facility is secured by all of OpenKey's assets. As of June 30, 2019 , OpenKey had no borrowings outstanding and the $1.5 million revolving credit facility funds were no longer available. (11) On April 6, 2017 , Pure Wellness entered into a $100,000 line of credit. In February 2019, the remaining $60,000 balance on the line of credit was paid off. (12) On March 23, 2018, RED entered into a term loan of $750,000 . (13) On February 28, 2019, RED renewed its $250,000 revolving credit facility. The revolving credit facility provides RED with available borrowings up to a total of $250,000 . As of June 30, 2019 , $250,000 was available under the revolving credit facility. (14) On February 27, 2019, RED entered into a draw term loan in the amount of $1.4 million . As of June 30, 2019 , $477,000 was available under the draw term loan. (15) On August 31, 2018, RED entered into a term loan of $1.8 million . |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease Balances | Our weighted-average remaining lease terms (in years) and discount rates consisted of the following: June 30, 2019 Lease term and discount rate Weighted-average remaining lease term Operating leases (1) 12.6 Finance leases 1.6 Weighted-average discount rate Operating leases 5.6 % Finance leases 5.5 % __________________ (1) The weighted-average remaining lease term for our operating leases includes two optional 10 year extension periods for our JSAV headquarters in Irving, Texas, as failure to renew the lease would result in JSAV incurring significant relocation costs. As of June 30, 2019 , our leased assets and liabilities consisted of the following (in thousands): Leases Classification June 30, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 21,597 Finance lease assets Furniture, fixtures and equipment, net 775 Total leased assets $ 22,372 Liabilities Current Operating Operating lease liabilities $ 2,066 Finance Notes payable, net 318 Noncurrent Operating Operating lease liabilities 19,546 Finance Notes payable, net 149 Total leased liabilities $ 22,079 |
Lease Expense and Cash Outflows from Operating and Finance Leases | We incurred the following lease costs related to our operating and finance leases (in thousands): Lease Cost Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost (1) Rent expense General and administrative $ 747 $ 1,536 Rent expense Cost of revenues for project management 35 73 Finance lease cost Amortization of leased assets Depreciation and amortization 58 126 Interest on lease liabilities Interest expense 8 15 Total lease cost $ 848 $ 1,750 __________________ (1) Includes short-term and variable lease expense which were immaterial for the three and six months ended June 30, 2019 . For the six months ended June 30, 2019 , cash paid amounts included in the measurement of lease liabilities included (in thousands): Lease Payments Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,609 Financing cash flows from finance leases 323 |
Maturities of Operating Lease Liabilities | As of June 30, 2019 , future minimum lease payments on operating and financing leases were as follows (in thousands): Operating Leases Financing Leases 2019 $ 1,609 $ 248 2020 3,144 132 2021 2,963 60 2022 2,756 42 2023 2,574 10 Thereafter 17,501 — Total minimum lease payments $ 30,547 $ 492 Imputed interest (8,935 ) (25 ) Present value of minimum lease payments $ 21,612 $ 467 |
Maturities of Financing Lease Liabilities | As of June 30, 2019 , future minimum lease payments on operating and financing leases were as follows (in thousands): Operating Leases Financing Leases 2019 $ 1,609 $ 248 2020 3,144 132 2021 2,963 60 2022 2,756 42 2023 2,574 10 Thereafter 17,501 — Total minimum lease payments $ 30,547 $ 492 Imputed interest (8,935 ) (25 ) Present value of minimum lease payments $ 21,612 $ 467 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2018, future minimum lease payments on operating and capital leases under ASC 840 were as follows (in thousands): Operating Leases Capital Leases 2019 $ 3,529 $ 541 2020 3,532 105 2021 3,329 33 2022 3,172 7 2023 3,059 — Thereafter 13,999 — Total minimum lease payments $ 30,620 $ 686 Imputed interest — (25 ) Present value of minimum lease payments $ 30,620 $ 661 |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2018, future minimum lease payments on operating and capital leases under ASC 840 were as follows (in thousands): Operating Leases Capital Leases 2019 $ 3,529 $ 541 2020 3,532 105 2021 3,329 33 2022 3,172 7 2023 3,059 — Thereafter 13,999 — Total minimum lease payments $ 30,620 $ 686 Imputed interest — (25 ) Present value of minimum lease payments $ 30,620 $ 661 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 Liabilities Contingent consideration $ (853 ) (1) $ — $ (2,170 ) (2) $ (3,023 ) Deferred compensation plan (6,424 ) — — (6,424 ) Total $ (7,277 ) $ — $ (2,170 ) $ (9,447 ) __________________ (1) Represents the fair value of the contingent consideration liability related to the stock consideration collar associated with the acquisition of BAV. Reported as other current liabilities in the condensed consolidated balance sheets. See note 4. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of BAV. Reported as other noncurrent liabilities in the condensed consolidated balance sheets. See note 4. Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2018 Liabilities Deferred compensation plan (10,574 ) — — (10,574 ) Total $ (10,574 ) $ — $ — $ (10,574 ) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables presents the rollforward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2018 $ — Acquisitions (1,384 ) Gains (losses) included in earnings (2) (786 ) Dispositions and settlements — Transfers into/out of Level 3 — Balance at June 30, 2019 $ (2,170 ) __________________ (1) Includes JSAV’s contingent consideration associated with the acquisition of BAV in March of 2019, which is carried at fair value in the condensed consolidated balance sheets within “other liabilities, noncurrent.” 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 inputs in the Level 3 measurement of the contingent consideration include the timing and amount of the ultimate payout based on our estimate of BAV operating performance during the earn-out period, calculated in accordance with the applicable agreement, and 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, 2019 2018 2019 2018 Liabilities Contingent consideration (1,621 ) (1) (346 ) (2) (1,639 ) (1) (559 ) (2) Deferred compensation plan (3) 4,817 6,375 4,077 5,814 Total $ 3,196 $ 6,029 $ 2,438 $ 5,255 __________________ (1) Represents the changes in fair value of the contingent consideration liabilities related to the achievement of certain performance targets and stock consideration collar associated with the acquisition of BAV reported as a component of “other operating expense” in the condensed consolidated statements of operations. See note 4. (2) Represents the accretion of contingent consideration associated with the acquisition JSAV in November of 2017, which was settled in the third quarter of 2018. Reported as “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 Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 December 31, 2018 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial liabilities measured at fair value: Deferred compensation plan $ 6,424 $ 6,424 $ 10,574 $ 10,574 Contingent consideration 3,023 3,023 — — Financial assets not measured at fair value: Cash and cash equivalents $ 40,039 $ 40,039 $ 51,529 $ 51,529 Restricted cash 13,276 13,276 7,914 7,914 Accounts receivable, net 9,232 9,232 4,928 4,928 Due from affiliates 93 93 45 45 Due from Ashford Trust OP 4,872 4,872 5,293 5,293 Due from Braemar OP 1,830 1,830 1,996 1,996 Investments in unconsolidated entities 2,990 2,990 500 500 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 26,154 $ 26,154 $ 24,880 $ 24,880 Dividends payable 2,791 2,791 — — Due to affiliates 726 726 2,032 2,032 Other liabilities 14,179 14,179 8,418 8,418 Notes payable 25,102 23,591 to 26,075 18,006 16,681 to 18,437 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 2018 2019 2018 (Income) loss allocated to noncontrolling interests: JSAV $ — $ (82 ) $ — $ (93 ) OpenKey 152 187 329 343 RED (26 ) 5 (60 ) (2 ) Pure Wellness 5 8 25 43 Total net (income) loss allocated to noncontrolling interests $ 131 $ 118 $ 294 $ 291 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 2018 2019 2018 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings $ 6 $ (18 ) $ 10 $ (6 ) JSAV 133 (295 ) (94 ) (650 ) OpenKey 171 223 373 505 Total net (income) loss allocated to redeemable noncontrolling interests $ 310 $ (90 ) $ 289 $ (151 ) |
Dividends Declared | Declared Series B Convertible Preferred Stock cumulative dividends for all issued and outstanding shares were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Preferred dividends $ 2,791 — $ 5,583 $ — Preferred dividends per share $ 0.3438 — $ 0.6875 $ — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 and 2018 are presented below by award type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Equity-based compensation Stock option amortization (1) $ 2,043 $ 1,917 $ 4,194 $ 5,674 Employee equity grant expense (2) 57 — 57 — Director and other non-employee equity grants expense (3) 604 355 611 395 Total equity-based compensation $ 2,704 $ 2,272 $ 4,862 $ 6,069 Other equity-based compensation REIT equity-based compensation (4) $ 6,615 $ 10,318 $ 12,483 $ 19,610 $ 9,319 $ 12,590 $ 17,345 $ 25,679 ________ (1) As of June 30, 2019 , the Company had approximately $14.8 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.8 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 death of an executive in March 2018. (2) As of June 30, 2019 , the Company had approximately $141,000 of total unrecognized compensation expense related to restricted shares that will be recognized over a weighted average period of 2.75 years . (3) Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. See “Equity-based Compensation” in note 2 . (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. and Premier. During the three months ended June 30, 2019 , $16,000 and $89,000 of equity based compensation expense related to REIT awards to the employees of Premier was included in “salaries and benefits” and “cost of revenues for project management”, respectively, on our condensed consolidated statements of operations. During the six months ended June 30, 2019 , $46,000 and $168,000 of equity based compensation expense related to REIT awards to the employees of Premier was included in “salaries and benefits” and “cost of revenues for project management”, respectively, on our condensed consolidated statements of operations. 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 death of an executive in March 2018. See notes 2 and 15 . |
Deferred Compensation Plan (Tab
Deferred Compensation Plan (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 2018 2019 2018 Change in fair value Unrealized gain (loss) $ 4,817 $ 6,375 $ 4,077 $ 5,814 Distributions Fair value (1) $ 27 $ 54 $ 73 $ 134 Shares (1) 1 1 2 2 ________ (1) Distributions made to one participant. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes amounts due (to) from Ashford Trust OP, net at June 30, 2019 and December 31, 2018 , associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): June 30, 2019 December 31, 2018 Ashford LLC $ 1,062 $ 2,337 AIM 123 99 Premier 1,937 1,611 JSAV 1,407 826 OpenKey 5 2 Pure Wellness 338 418 Due from Ashford Trust OP $ 4,872 $ 5,293 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, 2019 2018 2019 2018 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,415 $ 8,862 $ 16,460 $ 17,466 Reimbursable expenses (1) 2,658 1,997 4,698 3,526 Equity-based compensation (2) 4,548 8,940 8,837 15,685 Incentive advisory fee (3) — 452 — 904 Total advisory services revenue 15,621 20,251 29,995 37,581 Audio visual revenue (4) — 88 — 88 Project management revenue (5) 5,076 — 10,015 — Other revenue Investment management reimbursements (6) 337 329 695 511 Debt placement fees (7) 79 3,959 1,158 4,591 Claim management services (8) 20 18 31 36 Lease revenue (9) 945 167 1,891 335 Other services (10) 409 387 876 687 Total other revenue 1,790 4,860 4,651 6,160 Total revenue $ 22,487 $ 25,199 $ 44,661 $ 43,829 REVENUE BY SEGMENT (11) REIT advisory $ 16,923 $ 20,765 $ 32,612 $ 38,463 Premier 5,076 — 10,015 — JSAV — 88 — 88 OpenKey 27 23 55 47 Corporate and other 461 4,323 1,979 5,231 Total revenue $ 22,487 $ 25,199 $ 44,661 $ 43,829 COST OF REVENUES Cost of audio visual revenues (4) $ 1,862 $ 836 $ 3,546 $ 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, 2019 , we recognized $491,000 and $1.1 million , respectively, of deferred income from reimbursable expenses related to software implementation costs. 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. (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 death 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 was paid in January 2019. 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 2018 and 2017 measurement periods. See note 3 . (4) JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV 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 3 for discussion of the audio visual revenue recognition policy. (5) Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy. (6) Investment management reimbursements include Ashford Investment Management, LLC’s (“AIM”) 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. (7) Debt placement fees are earned by Lismore for providing debt placement services. (8) Claims management services include revenues earned from providing insurance claim assessment and administration services. (9) In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Consistent with our accounting treatment prior to adopting ASC 842, a portion of the base advisory fee for leases, which commenced prior to our adoption, is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (10) Other services revenue is associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Wellness. (11) See note 17 for discussion of segment reporting. The following table summarizes amounts due (to) from Braemar OP, net at June 30, 2019 and December 31, 2018 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): June 30, 2019 December 31, 2018 Ashford LLC $ 750 $ 941 Premier 805 949 JSAV 109 4 OpenKey 1 12 RED 129 60 Pure Wellness 36 30 Due from Braemar OP $ 1,830 $ 1,996 The changes in our ERFP Commitments to Ashford Trust and Braemar from inception of the programs in 2018 and 2019, respectively, through June 30, 2019 , as well as the unfunded ERFP Commitments as of June 30, 2019 , for hotels acquired by the REITs are as follows (in thousands): Ashford Trust Braemar Total ERFP Commitments: ERFP Commitments at January 1, 2018 $ — $ — $ — Initial ERFP Commitment 50,000 — 50,000 ERFP payment — Hilton Alexandria Old Town (11,100 ) — (11,100 ) ERFP payment — La Posada de Santa Fe (5,000 ) — (5,000 ) ERFP Commitments remaining at December 31, 2018 $ 33,900 $ — $ 33,900 Initial ERFP Commitment — 50,000 50,000 ERFP payment — Hilton Santa Cruz/Scotts Valley (5,000 ) — (5,000 ) ERFP payment—Embassy Suites New York Manhattan Times Square (8,089 ) — (8,089 ) ERFP payment—Ritz-Carlton, Lake Tahoe — (1,420 ) (1,420 ) ERFP Commitments remaining at June 30, 2019 (1) $ 20,811 $ 48,580 $ 69,391 Ashford Trust Braemar Total Unfunded ERFP Commitments for hotels acquired by REITs: Embassy Suites New York Manhattan Times Square $ 11,411 $ — $ 11,411 Ritz-Carlton, Lake Tahoe — 8,880 8,880 Unfunded ERFP Commitments at June 30, 2019 $ 11,411 $ 8,880 $ 20,291 ________ (1) See note 10 . The following table summarizes the revenues related to Braemar OP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 2,775 $ 2,312 $ 5,352 $ 4,419 Reimbursable expenses (1) 562 499 1,031 919 Equity-based compensation (2) 1,963 1,378 3,432 3,925 Incentive advisory fee (3) 169 — 339 — Other advisory revenue (4) 130 130 258 258 Total advisory services revenue 5,599 4,319 10,412 9,521 Audio visual revenue (5) — — — — Project management revenue (6) 2,493 — 5,240 — Other revenue Debt placement fees (7) — 1,000 275 1,000 Claims management services (8) 35 32 65 69 Lease revenue (9) 84 84 168 168 Other services (10) 279 208 548 419 Total other revenue 398 1,324 1,056 1,656 Total revenue $ 8,490 $ 5,643 $ 16,708 $ 11,177 REVENUE BY SEGMENT (11) REIT advisory $ 5,718 $ 4,435 $ 10,645 $ 9,758 Premier 2,493 — 5,240 — JSAV (11) — — — — OpenKey 13 11 33 16 Corporate and other 266 1,197 790 1,403 Total revenue $ 8,490 $ 5,643 $ 16,708 $ 11,177 COST OF REVENUES Cost of audio visual revenues (5) $ 119 $ — $ 205 $ — ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2019 , we recognized $36,000 and $80,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. 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. (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 death of an executive in March 2018. (3) Incentive advisory fee for the three and six months ended June 30, 2019 , includes the pro-rata portion of the second year installment of the 2018 incentive advisory fee, which will be paid in January 2020. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. For the three and six months ended June 30, 2018 , no incentive advisory fee was recognized as Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods. 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) JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 3 for discussion of the audio visual revenue recognition policy. (6) Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy. (7) Debt placement fees are earned by Lismore for providing debt placement services. (8) Claims management services include revenues earned from providing insurance claim assessment and administration services. (9) In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Consistent with our accounting treatment prior to adopting ASC 842, a portion of the base advisory fee for leases, which commenced prior to our adoption, is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (10) Other services revenue is associated with other hotel products and services, such as mobile key applications, marine vessel transportation and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey, RED and Pure Wellness. (11) See note 17 for discussion of segment reporting. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 2018 2019 2018 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 112 $ 8,960 $ 822 $ 3,237 Less: Dividends on preferred stock and amortization (3,275 ) — (6,558 ) — Less: Undistributed net (income) allocated to unvested shares — (38 ) — (14 ) Undistributed net income (loss) allocated to common stockholders (3,163 ) 8,922 (5,736 ) 3,223 Distributed and undistributed net income (loss) - basic $ (3,163 ) $ 8,922 $ (5,736 ) $ 3,223 Effect of deferred compensation plan (4,817 ) (6,375 ) (4,077 ) (5,814 ) Effect of incremental subsidiary shares (171 ) (223 ) (373 ) (505 ) Distributed and undistributed net income (loss) - diluted $ (8,151 ) $ 2,324 $ (10,186 ) $ (3,096 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,462 2,095 2,441 2,094 Effect of deferred compensation plan shares 203 206 101 103 Effect of incremental subsidiary shares 52 26 41 22 Effect of assumed exercise of stock options — 160 — — Weighted average common shares outstanding – diluted 2,717 2,487 2,583 2,219 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (1.28 ) $ 4.26 $ (2.35 ) $ 1.54 Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (3.00 ) $ 0.93 $ (3.94 ) $ (1.40 ) |
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, 2019 2018 2019 2018 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 (6 ) 18 (10 ) 6 Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock (133 ) 295 94 650 Dividends on preferred stock and amortization 3,275 — 6,558 — Total $ 3,136 $ 351 $ 6,642 $ 670 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 11 9 10 9 Effect of assumed exercise of stock options 16 — 40 197 Effect of assumed conversion of Ashford Holdings units 4 4 4 4 Effect of incremental subsidiary shares 72 50 59 38 Effect of assumed conversion of preferred stock 1,450 — 1,450 — Total 1,553 63 1,563 248 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Certain information concerning our segments for the three and six months ended June 30, 2019 , and 2018 are 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, 2019 Three Months Ended June 30, 2018 REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 21,220 $ — $ — $ — $ — $ 21,220 $ 24,570 $ — $ — $ — $ — $ 24,570 Audio visual — — 30,127 — — 30,127 — — 23,376 — — 23,376 Project Management — 7,700 — — — 7,700 — — — — — — Other 1,421 — — 194 2,804 4,419 628 — — 153 6,084 6,865 Total revenue 22,641 7,700 30,127 194 2,804 63,466 25,198 — 23,376 153 6,084 54,811 EXPENSES Depreciation and amortization 1,570 2,738 503 7 116 4,934 369 — 489 7 328 1,193 Other operating expenses (1) 9,731 4,318 30,296 768 12,476 57,589 12,814 — 20,708 903 8,323 42,748 Total expenses 11,301 7,056 30,799 775 12,592 62,523 13,183 — 21,197 910 8,651 43,941 OPERATING INCOME (LOSS) 11,340 644 (672 ) (581 ) (9,788 ) 943 12,015 — 2,179 (757 ) (2,567 ) 10,870 Equity in earnings (loss) of unconsolidated entities — — — — (298 ) (298 ) — — — — — — Interest expense — — (356 ) — (89 ) (445 ) — — (144 ) — (17 ) (161 ) Amortization of loan costs — — (14 ) (6 ) (50 ) (70 ) — — (12 ) (7 ) (5 ) (24 ) Interest income — — — — 9 9 — — — — 73 73 Other income (expense) — — (50 ) 6 2 (42 ) 27 — (256 ) — 8 (221 ) INCOME (LOSS) BEFORE INCOME TAXES 11,340 644 (1,092 ) (581 ) (10,214 ) 97 12,042 — 1,767 (764 ) (2,508 ) 10,537 Income tax (expense) benefit (2,550 ) (342 ) 319 — 2,147 (426 ) (1,848 ) — (502 ) — 745 (1,605 ) NET INCOME (LOSS) $ 8,790 $ 302 $ (773 ) $ (581 ) $ (8,067 ) $ (329 ) $ 10,194 $ — $ 1,265 $ (764 ) $ (1,763 ) $ 8,932 ________ (1) Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory 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, 2019 Six Months Ended June 30, 2018 REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 40,407 $ — $ — $ — $ — $ 40,407 $ 47,102 $ — $ — $ — $ — $ 47,102 Audio visual — — 61,102 — — 61,102 — — 46,686 — — 46,686 Project management — 15,490 — — — 15,490 — — — — — — Other 2,850 — — 451 6,486 9,787 1,117 — — 472 7,602 9,191 Total revenue 43,257 15,490 61,102 451 6,486 126,786 48,219 — 46,686 472 7,602 102,979 EXPENSES Depreciation and amortization 2,753 5,476 958 14 260 9,461 759 — 943 13 518 2,233 Impairment — — — — — — 1,863 — — — 56 1,919 Other operating expenses (1) 17,998 8,368 58,304 1,718 27,452 113,840 24,055 — 40,511 2,074 26,353 92,993 Total operating expenses 20,751 13,844 59,262 1,732 27,712 123,301 26,677 — 41,454 2,087 26,927 97,145 OPERATING INCOME (LOSS) 22,506 1,646 1,840 (1,281 ) (21,226 ) 3,485 21,542 — 5,232 (1,615 ) (19,325 ) 5,834 Equity in earnings (loss) of unconsolidated entities — — — — (573 ) (573 ) — — — — — — Interest expense — — (570 ) — (172 ) (742 ) — — (283 ) — (21 ) (304 ) Amortization of loan costs — — (27 ) (12 ) (100 ) (139 ) — — (24 ) (13 ) (10 ) (47 ) Interest income — — — — 29 29 — — — — 185 185 Other income (expense) — — (156 ) 11 50 (95 ) 46 — (314 ) (1 ) 9 (260 ) INCOME (LOSS) BEFORE INCOME TAXES 22,506 1,646 1,087 (1,282 ) (21,992 ) 1,965 21,588 — 4,611 (1,629 ) (19,162 ) 5,408 Income tax (expense) benefit (5,039 ) (768 ) (568 ) — 4,649 (1,726 ) (3,964 ) — (1,248 ) — 2,901 (2,311 ) NET INCOME (LOSS) $ 17,467 $ 878 $ 519 $ (1,282 ) $ (17,343 ) $ 239 $ 17,624 $ — $ 3,363 $ (1,629 ) $ (16,261 ) $ 3,097 ________ (1) Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory 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 _2
Organization and Description of Business (Details) - USD ($) | Mar. 01, 2019 | Jan. 01, 2019 | Oct. 10, 2018 | Sep. 28, 2018 | Aug. 08, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | May 31, 2022 | Aug. 08, 2021 | May 31, 2021 | Aug. 08, 2020 | May 31, 2020 | Aug. 08, 2019 | Dec. 31, 2019 | May 31, 2019 | Dec. 31, 2018 | Aug. 07, 2018 | Nov. 01, 2017 | Nov. 12, 2014 |
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Cash consideration | $ 4,267,000 | $ 0 | |||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||||
Amount invested | $ 2,176,000 | $ 0 | |||||||||||||||||
Public Offering | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Issuance of common stock (in shares) | 270,000 | ||||||||||||||||||
Share price (in dollars per share) | $ 74.50 | ||||||||||||||||||
Gross proceeds from issuance of common stock | $ 20,100,000 | ||||||||||||||||||
Net proceeds from issuance of common stock | $ 18,200,000 | ||||||||||||||||||
Over-Allotment Option | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Issuance of common stock (in shares) | 10,000 | ||||||||||||||||||
Net proceeds from issuance of common stock | $ 700,000 | ||||||||||||||||||
Affiliated Entity | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Program commitment amount | $ 50,000,000 | ||||||||||||||||||
Premier | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Fair value of Ashford Inc. common stock issued | $ 203,000,000 | ||||||||||||||||||
Equity interest issued, value assigned | $ 203,000,000 | ||||||||||||||||||
Voting Restrictions Term | 5 years | ||||||||||||||||||
Voting rights limit | 25.00% | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||||||||||||||
JSAV | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Voting interests acquired | 88.00% | 85.00% | |||||||||||||||||
REA Holdings | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Voting interests acquired | 30.00% | ||||||||||||||||||
BAV | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Fair value of Ashford Inc. common stock issued | $ 3,748,000 | ||||||||||||||||||
Remington | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Voting rights limit | 40.00% | ||||||||||||||||||
RED | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Ownership by parent | 80.00% | 80.00% | |||||||||||||||||
Noncontrolling interests | 20.00% | 20.00% | |||||||||||||||||
JSAV | BAV | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Fair value of Ashford Inc. common stock issued | 4,000,000 | ||||||||||||||||||
Cash consideration | 5,000,000 | ||||||||||||||||||
Equity interest issued, value assigned | $ 3,500,000 | ||||||||||||||||||
Share price (in dollars per share) | $ 57.01 | ||||||||||||||||||
Equity interest issued (in shares) | 61,387 | ||||||||||||||||||
Estimated fair value | $ 3,800,000 | ||||||||||||||||||
Interest issued and issuable, 18 months | 500,000 | ||||||||||||||||||
Contingent consideration possible | $ 1,400,000 | ||||||||||||||||||
Ashford Trust, Inc. | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Ownership (in shares) | 598,000 | ||||||||||||||||||
Ownership percentage | 24.20% | ||||||||||||||||||
Braemar | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Ownership (in shares) | 195,000 | ||||||||||||||||||
Ownership percentage | 7.90% | ||||||||||||||||||
Ashford Trust | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Percent of common stock distribution with spin-off | 70.00% | ||||||||||||||||||
Braemar | Affiliated Entity | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Program potential commitment amount | $ 100,000,000 | ||||||||||||||||||
Program percent of commitment for each hotel | 10.00% | ||||||||||||||||||
Series D Convertible Preferred Stock | Remington | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Equity interest issued, value assigned | $ 275,000,000 | ||||||||||||||||||
Share price (in dollars per share) | $ 117.50 | ||||||||||||||||||
Stock price premium | 164.00% | ||||||||||||||||||
Series D Convertible Preferred Stock | Remington | Scenario, Forecast | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Equity interest issued, value assigned | $ 478,000,000 | ||||||||||||||||||
Dividend rate | 7.28% | 6.99% | 6.59% | ||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Preferred stock, shares issued (in shares) | 8,120,000 | 8,120,000 | 8,120,000 | 8,120,000 | |||||||||||||||
Series B Convertible Preferred Stock | Premier | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Equity interest issued, value assigned | $ 203,000,000 | ||||||||||||||||||
Share price (in dollars per share) | $ 140 | ||||||||||||||||||
Equity interest issued (in shares) | 1,450,000 | ||||||||||||||||||
Series B Convertible Preferred Stock | Premier | Scenario, Forecast | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Dividend rate | 6.50% | 6.00% | 5.50% | ||||||||||||||||
REA Holdings | |||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||
Noncontrolling interests | 30.00% | ||||||||||||||||||
Aggregate cost | $ 3,000,000 | ||||||||||||||||||
Amount invested | $ 2,100,000 | ||||||||||||||||||
Equity issuance (in shares) | 16,529 | ||||||||||||||||||
Equity issuance | $ 890,000 | ||||||||||||||||||
Option to purchase equity | 50.00% | ||||||||||||||||||
Option to purchase consideration | $ 12,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Mar. 01, 2019 | Aug. 08, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2019 |
Noncontrolling Interest [Line Items] | ||||||||
Equity in earnings (loss) of unconsolidated entities | $ (298,000) | $ 0 | $ (573,000) | $ 0 | ||||
Cash consideration | 4,267,000 | 0 | ||||||
Carrying value of redeemable noncontrolling interests | 3,615,000 | 3,615,000 | $ 3,531,000 | |||||
Redemption value adjustment, year-to-date | (99,000) | (100,000) | 13,000 | 738,000 | ||||
Income loss from equity method due to change in fair value | 0 | 0 | 0 | 0 | ||||
Carrying value of noncontrolling interests | 410,000 | 410,000 | 458,000 | |||||
Long-term debt, gross | 25,102,000 | 25,102,000 | 18,006,000 | |||||
Investments in unconsolidated entities | 2,990,000 | 2,990,000 | 500,000 | |||||
Furniture, fixtures and equipment, net | 62,546,000 | 62,546,000 | 47,947,000 | |||||
Impairment | 0 | $ 0 | 0 | $ 1,919,000 | ||||
Other current liabilities | 13,400,000 | 13,400,000 | 7,800,000 | |||||
Other liabilities | 2,670,000 | 2,670,000 | 0 | |||||
Contingent consideration | 3,023,000 | 3,023,000 | 0 | |||||
Operating lease right-of-use assets | 21,597,000 | 21,597,000 | ||||||
Present value of minimum lease payments | 21,612,000 | 21,612,000 | ||||||
ASU 2016-02 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Operating lease right-of-use assets | $ 26,200,000 | |||||||
Present value of minimum lease payments | $ 26,200,000 | |||||||
Furniture, Fixtures and Equipment | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Furniture, fixtures and equipment, net | $ 29,000,000 | $ 29,000,000 | $ 16,100,000 | |||||
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 | |||||||
REA Holdings | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Voting interests acquired | 30.00% | 30.00% | ||||||
Investments in unconsolidated entities | $ 2,490,000 | $ 2,490,000 | ||||||
Premier | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Purchase price | $ 200,117,000 | |||||||
Fair value of Ashford Inc. common stock issued | $ 203,000,000 | |||||||
Premier | Management Contracts | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Useful life | 30 years | |||||||
BAV | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Purchase price | $ 9,899,000 | |||||||
Fair value of Ashford Inc. common stock issued | 3,748,000 | |||||||
Unconsolidated variable interest entity | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Investments in unconsolidated entities | $ 500,000 | $ 500,000 | ||||||
Ashford LLC | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ashford Inc. ownership interest | 99.83% | 99.83% | 99.83% | |||||
Redeemable noncontrolling interests | 0.17% | 0.17% | 0.17% | |||||
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 | $ 131,000 | $ 131,000 | $ 215,000 | |||||
Redemption value adjustment, year-to-date | (73,000) | (180,000) | ||||||
Redemption value adjustment, cumulative | 105,000 | 178,000 | ||||||
Carrying value of noncontrolling interests | $ 0 | $ 0 | $ 0 | |||||
JSAV | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ashford Inc. ownership interest | 88.20% | 88.20% | 85.00% | |||||
Redeemable noncontrolling interests | 11.80% | 11.80% | 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 | $ 1,980,000 | $ 1,980,000 | $ 1,858,000 | |||||
Redemption value adjustment, year-to-date | 0 | 0 | ||||||
Redemption value adjustment, cumulative | 0 | 0 | ||||||
Carrying value of noncontrolling interests | 0 | 0 | 0 | |||||
Assets, available only to settle subsidiary's obligations | 59,802,000 | 59,802,000 | 37,141,000 | |||||
Liabilities, no recourse to Ashford Inc | 43,078,000 | 43,078,000 | 24,836,000 | |||||
JSAV | Furniture, Fixtures and Equipment | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Furniture, fixtures and equipment, net | 16,700,000 | 16,700,000 | 13,400,000 | |||||
JSAV | Notes Payable to Banks | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | 13,614,000 | |||||||
JSAV | Revolving Credit Facility | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | 2,899,000 | 2,899,000 | $ 1,733,000 | |||||
JSAV | Medium-term Notes | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | $ 18,903,000 | $ 18,903,000 | ||||||
OpenKey | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ashford Inc. ownership interest | 46.59% | 46.59% | 45.61% | |||||
Redeemable noncontrolling interests | 28.15% | 28.15% | 29.65% | |||||
Noncontrolling interests in consolidated entities | 25.26% | 25.26% | 24.74% | |||||
Noncontrolling ownership | 100.00% | 100.00% | 100.00% | |||||
Carrying value of redeemable noncontrolling interests | $ 1,504,000 | $ 1,504,000 | $ 1,458,000 | |||||
Redemption value adjustment, year-to-date | 60,000 | 12,000 | ||||||
Redemption value adjustment, cumulative | 2,093,000 | 2,033,000 | ||||||
Carrying value of noncontrolling interests | 288,000 | 288,000 | 308,000 | |||||
Assets, available only to settle subsidiary's obligations | 1,505,000 | 1,505,000 | 1,410,000 | |||||
Liabilities, no recourse to Ashford Inc | 471,000 | 471,000 | 421,000 | |||||
OpenKey | Notes Payable to Banks | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | 0 | |||||||
OpenKey | Revolving Credit Facility | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | $ 0 | |||||||
OpenKey | Medium-term Notes | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | $ 0 | $ 0 | ||||||
Pure Wellness | ||||||||
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% | |||||
Carrying value of noncontrolling interests | $ 130,000 | $ 130,000 | $ 218,000 | |||||
Assets, available only to settle subsidiary's obligations | 1,913,000 | 1,913,000 | 2,267,000 | |||||
Liabilities, no recourse to Ashford Inc | 1,846,000 | 1,846,000 | 1,977,000 | |||||
Pure Wellness | Notes Payable to Banks | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | $ 0 | $ 0 | 0 | |||||
Pure Wellness | Revolving Credit Facility | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | $ 60,000 | |||||||
RED | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ashford Inc. ownership interest | 80.00% | 80.00% | 80.00% | |||||
Redeemable noncontrolling interests | 0.00% | 0.00% | 0.00% | |||||
Noncontrolling interests in consolidated entities | 20.00% | 20.00% | 20.00% | |||||
Noncontrolling ownership | 100.00% | 100.00% | 100.00% | |||||
Carrying value of noncontrolling interests | $ (8,000) | $ (8,000) | $ (68,000) | |||||
Assets, available only to settle subsidiary's obligations | 8,796,000 | 8,796,000 | 6,807,000 | |||||
Liabilities, no recourse to Ashford Inc | 4,225,000 | 4,225,000 | 2,839,000 | |||||
RED | Furniture, Fixtures and Equipment | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Furniture, fixtures and equipment, net | 5,700,000 | 5,700,000 | 5,700,000 | |||||
RED | Notes Payable to Banks | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | $ 3,300,000 | $ 3,300,000 | 2,480,000 | |||||
RED | Revolving Credit Facility | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Long-term debt, gross | $ 118,000 | |||||||
JSAV | BAV | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Cash consideration | $ 5,000,000 | |||||||
Equity interest issued (in shares) | 61,387 | |||||||
Fair value of Ashford Inc. common stock issued | $ 4,000,000 | |||||||
Interest issued and issuable, 18 months | $ 500,000 |
Revenues (Details)
Revenues (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | $ 63,466 | $ 54,811 | $ 126,786 | $ 102,979 | |
Accounts receivable, net | 9,232 | 9,232 | $ 4,928 | ||
Deferred Revenue and Contract Balances | |||||
Balance | 13,171 | 13,194 | 13,544 | 13,899 | |
Increase to deferred revenue | 703 | 1,553 | 2,749 | 3,588 | |
Recognition of revenue | (2,648) | (1,636) | (5,067) | (4,376) | |
Balance | 11,226 | 13,111 | $ 11,226 | 13,111 | |
Number of reportable segments | segment | 4 | ||||
JSAV | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 30,127 | 23,376 | $ 61,102 | 46,686 | |
JSAV | United States | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 24,548 | 16,210 | 47,690 | 32,162 | |
JSAV | Mexico | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 3,757 | 5,257 | 9,485 | 10,717 | |
JSAV | Dominican Republic | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 1,822 | 1,909 | 3,927 | 3,807 | |
REIT Advisory | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 22,641 | 25,198 | 43,257 | 48,219 | |
OpenKey | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 194 | 451 | |||
Base advisory fee | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 11,190 | 11,174 | 21,812 | 21,885 | |
Incentive advisory fee | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 169 | 452 | 339 | 904 | |
Reimbursable expenses | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 3,220 | 2,496 | 5,729 | 4,445 | |
Equity-based compensation | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 6,511 | 10,318 | 12,269 | 19,610 | |
Other advisory revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 130 | 130 | 258 | 258 | |
Total advisory services revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 21,220 | 24,570 | 40,407 | 47,102 | |
Deferred Revenue and Contract Balances | |||||
Recognition of revenue | (656) | (542) | (1,400) | (890) | |
Audio visual | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 30,127 | 23,376 | 61,102 | 46,686 | |
Deferred Revenue and Contract Balances | |||||
Recognition of revenue | (1,400) | (833) | (2,400) | (2,700) | |
Audio visual | JSAV | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 30,127 | 23,376 | 61,102 | 46,686 | |
Project management | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 7,700 | 0 | 15,490 | 0 | |
Project management | Premier | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 7,700 | 0 | 15,490 | 0 | |
Other revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 4,419 | 6,865 | 9,787 | 9,191 | |
Deferred Revenue and Contract Balances | |||||
Recognition of revenue | (592) | (261) | (1,200) | (772) | |
Investment management reimbursements | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 337 | 329 | 695 | 511 | |
Debt placement fees | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 79 | 4,959 | 1,433 | 5,591 | |
Claim management services | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 55 | 50 | 96 | 105 | |
Lease revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 1,029 | 251 | 2,059 | 503 | |
Other services | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 2,919 | 1,276 | 5,504 | 2,481 | |
Total other revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | $ 4,419 | 6,865 | $ 9,787 | 9,191 | |
Braemar | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Advisory services, quarterly base fee | 0.70% | 0.70% | |||
Proceeds from affiliates | 5,000 | ||||
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 | $ 4,872 | $ 4,872 | 5,293 | ||
Braemar OP | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Advisory services, quarterly base fee | 0.70% | 0.70% | |||
Due from related parties | $ 1,830 | $ 1,830 | $ 1,996 | ||
Maximum | Ashford Trust | |||||
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 | Ashford Trust | |||||
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 | |||
Operating Segments | JSAV | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 23,376 | 46,686 | |||
Operating Segments | Premier | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | |||
Operating Segments | REIT Advisory | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 22,641 | 25,198 | 43,257 | 48,219 | |
Operating Segments | OpenKey | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 153 | 472 | |||
Operating Segments | Total advisory services revenue | JSAV | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Total advisory services revenue | Premier | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Total advisory services revenue | REIT Advisory | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 21,220 | 24,570 | 40,407 | 47,102 | |
Operating Segments | Total advisory services revenue | OpenKey | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Audio visual | JSAV | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 30,127 | 23,376 | 61,102 | 46,686 | |
Operating Segments | Audio visual | Premier | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Audio visual | REIT Advisory | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Audio visual | OpenKey | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Project management | JSAV | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Project management | Premier | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 7,700 | 0 | 15,490 | 0 | |
Operating Segments | Project management | REIT Advisory | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Operating Segments | Project management | OpenKey | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Corporate and Other | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 2,804 | 6,084 | 6,486 | 7,602 | |
Corporate and Other | Total advisory services revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Corporate and Other | Audio visual | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Corporate and Other | Project management | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Mar. 01, 2019 | Aug. 08, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Aug. 07, 2018 | Nov. 01, 2017 |
Business Acquisition [Line Items] | |||||||||
Total revenue | $ 63,466,000 | $ 54,811,000 | $ 126,786,000 | $ 102,979,000 | |||||
Non-recurring transaction costs | 6,000 | 376,000 | |||||||
Cash consideration | 4,267,000 | 0 | |||||||
NET INCOME (LOSS) | (329,000) | $ 8,932,000 | 239,000 | $ 3,097,000 | |||||
Series B Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 8,120,000 | 8,120,000 | 8,120,000 | 8,120,000 | 8,120,000 | ||||
Premier | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest issued, value assigned | $ 203,000,000 | ||||||||
Purchase price | 200,117,000 | ||||||||
Fair value of Ashford Inc. common stock issued | 203,000,000 | ||||||||
Premier | Series B Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest issued, value assigned | $ 203,000,000 | ||||||||
Equity interest issued (in shares) | 1,450,000 | ||||||||
Share price (in dollars per share) | $ 140 | ||||||||
JSAV | |||||||||
Business Acquisition [Line Items] | |||||||||
Voting interests acquired | 88.00% | 85.00% | |||||||
BAV | |||||||||
Business Acquisition [Line Items] | |||||||||
Term loan | $ 5,000,000 | ||||||||
Fair value of contingent consideration | 1,384,000 | ||||||||
Purchase price | 9,899,000 | ||||||||
Fair value of Ashford Inc. common stock issued | 3,748,000 | ||||||||
JSAV | BAV | |||||||||
Business Acquisition [Line Items] | |||||||||
Total revenue | 3,900,000 | 5,700,000 | |||||||
Equity interest issued, value assigned | $ 3,500,000 | ||||||||
Equity interest issued (in shares) | 61,387 | ||||||||
Share price (in dollars per share) | $ 57.01 | ||||||||
Goodwill expected tax deductible | $ 5,400,000 | ||||||||
Cash consideration | 5,000,000 | ||||||||
Fair value of Ashford Inc. common stock issued | 4,000,000 | ||||||||
Estimated fair value | 3,800,000 | ||||||||
Interest issued and issuable, 18 months | 500,000 | ||||||||
Contingent consideration possible | $ 1,400,000 | ||||||||
NET INCOME (LOSS) | 619,000 | 947,000 | |||||||
Project management | |||||||||
Business Acquisition [Line Items] | |||||||||
Total revenue | 7,700,000 | $ 0 | 15,490,000 | $ 0 | |||||
Premier | Project management | |||||||||
Business Acquisition [Line Items] | |||||||||
Total revenue | 7,700,000 | 0 | 15,490,000 | 0 | |||||
Operating Segments | Premier | |||||||||
Business Acquisition [Line Items] | |||||||||
Total revenue | 0 | 0 | |||||||
NET INCOME (LOSS) | 302,000 | 0 | 878,000 | 0 | |||||
Operating Segments | Premier | Project management | |||||||||
Business Acquisition [Line Items] | |||||||||
Total revenue | $ 7,700,000 | $ 0 | $ 15,490,000 | $ 0 | |||||
Minimum | JSAV | BAV | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock consideration collar threshold percentage | 90.00% | ||||||||
Stock consideration collar threshold | $ 3,200,000 | ||||||||
Maximum | JSAV | BAV | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock consideration collar threshold percentage | 110.00% | ||||||||
Stock consideration collar threshold | $ 3,900,000 |
Acquisitions - Schedules (Detai
Acquisitions - Schedules (Details) - USD ($) $ in Thousands | Mar. 01, 2019 | Aug. 08, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 65,040 | $ 65,040 | $ 59,683 | ||||
Pro Forma Financial Results | |||||||
Total revenue | 63,466 | $ 65,117 | 128,705 | $ 124,386 | |||
Net income (loss) | (335) | 11,518 | 596 | 8,251 | |||
Net income (loss) attributable to the Company | $ 106 | $ 11,559 | $ 1,122 | $ 8,391 | |||
Premier | |||||||
Business Acquisition [Line Items] | |||||||
Less working capital adjustments | $ (2,883) | ||||||
Fair value of Ashford Inc. common stock issued | 203,000 | ||||||
Purchase price consideration | 200,117 | ||||||
Current assets | 3,878 | ||||||
Furniture, fixtures and equipment | $ 47 | ||||||
Estimated Useful Life | 30 years | ||||||
Goodwill | $ 53,517 | ||||||
Customer relationships | 188,800 | ||||||
Total assets acquired | 246,242 | ||||||
Current liabilities | 2,378 | ||||||
Noncurrent liabilities | 43,747 | ||||||
Total assumed liabilities | 46,125 | ||||||
Net assets acquired | $ 200,117 | ||||||
BAV | |||||||
Business Acquisition [Line Items] | |||||||
Term loan | $ 5,000 | ||||||
Less working capital adjustments | (733) | ||||||
Fair value of Ashford Inc. common stock issued | 3,748 | ||||||
Stock consideration payable | 500 | ||||||
Fair value of contingent consideration | 1,384 | ||||||
Purchase price consideration | 9,899 | ||||||
JSAV | BAV | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of Ashford Inc. common stock issued | 4,000 | ||||||
Current assets | 754 | ||||||
Furniture, fixtures and equipment | $ 2,055 | ||||||
Estimated Useful Life | 5 years | ||||||
Goodwill | $ 5,357 | ||||||
Trademarks | 350 | ||||||
Customer relationships | 2,200 | ||||||
Total assets acquired | 10,716 | ||||||
Current liabilities | 567 | ||||||
Noncurrent liabilities | 250 | ||||||
Total assumed liabilities | 817 | ||||||
Net assets acquired | $ 9,899 | ||||||
Customer Relationships | JSAV | BAV | |||||||
Business Acquisition [Line Items] | |||||||
Estimated Useful Life | 15 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | $ 59,683 |
Changes in goodwill: | |
Additions | 5,357 |
Adjustments | 0 |
Balance at June 30, 2019 | 65,040 |
Operating Segments | Premier | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | 53,517 |
Changes in goodwill: | |
Additions | 0 |
Adjustments | 0 |
Balance at June 30, 2019 | 53,517 |
Operating Segments | JSAV | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | 5,384 |
Changes in goodwill: | |
Additions | 5,357 |
Adjustments | 0 |
Balance at June 30, 2019 | 10,741 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | 782 |
Changes in goodwill: | |
Additions | 0 |
Adjustments | 0 |
Balance at June 30, 2019 | $ 782 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 3,551 | $ 3,201 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 197,694 | 195,494 |
Accumulated Amortization | (11,503) | (5,501) |
Net Carrying Amount | 186,191 | 189,993 |
Trademarks | JSAV | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 3,551 | 3,201 |
Customer Relationships | Pure Wellness | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 175 | 175 |
Accumulated Amortization | (79) | (61) |
Net Carrying Amount | 96 | 114 |
Customer Relationships | JSAV | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,719 | 6,519 |
Accumulated Amortization | (1,601) | (1,087) |
Net Carrying Amount | 7,118 | 5,432 |
Management Contracts | Premier | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 188,800 | 188,800 |
Accumulated Amortization | (9,823) | (4,353) |
Net Carrying Amount | $ 178,977 | $ 184,447 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 3,000 | $ 243 | $ 6,000 | $ 485 |
Customer Relationships | Pure Wellness | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 5 years | |||
Management Contracts | Premier | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 30 years | |||
Minimum | Customer Relationships | JSAV | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 7 years | |||
Maximum | Customer Relationships | JSAV | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 15 years |
Notes Payable, net (Details)
Notes Payable, net (Details) - USD ($) | Feb. 28, 2019 | Mar. 01, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 01, 2019 | Dec. 31, 2018 | Nov. 08, 2018 | Aug. 31, 2018 | Mar. 23, 2018 | Apr. 06, 2017 |
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 25,102,000 | $ 18,006,000 | ||||||||
Capital lease obligations | 661,000 | |||||||||
Less deferred loan costs, net | (244,000) | (234,000) | ||||||||
Notes payable less net deferred loan costs | 24,858,000 | 17,772,000 | ||||||||
Less current portion | (2,933,000) | (2,595,000) | ||||||||
Notes payable, net - non-current | 21,925,000 | $ 15,177,000 | ||||||||
Payments on revolving credit facilities | $ 16,256,000 | $ 10,064,000 | ||||||||
LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate | 2.40% | 2.50% | ||||||||
Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate | 5.50% | 5.50% | ||||||||
JSAV | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capital lease obligations | $ 467,000 | $ 661,000 | ||||||||
Revolving Credit Facility | JSAV | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 2,899,000 | 1,733,000 | ||||||||
Revolving Credit Facility | OpenKey | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 0 | |||||||||
Revolving Credit Facility | Pure Wellness | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 60,000 | |||||||||
Revolving Credit Facility | RED | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 118,000 | |||||||||
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 | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Additional borrowing capacity | $ 75,000,000 | |||||||||
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 | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
Revolving Credit Facility | Senior revolving credit facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Revolving Credit Facility | Senior revolving credit facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate | 1.00% | |||||||||
Revolving Credit Facility | Senior revolving credit facility | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.00% | |||||||||
Revolving Credit Facility | Senior revolving credit facility | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.50% | |||||||||
Revolving Credit Facility | Facility Due 2022 | JSAV | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 2,899,000 | 1,733,000 | ||||||||
Revolving Credit Facility | Facility Due 2022 | JSAV | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.25% | |||||||||
Revolving Credit Facility | Facility Due April 2020 | OpenKey | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 0 | 0 | ||||||||
Revolving Credit Facility | Facility Due April 2020 | 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 | |||||||||
Payments on revolving credit facilities | $ 60,000 | |||||||||
Revolving Credit Facility | Facility due On Demand | Pure Wellness | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 0 | 60,000 | ||||||||
Revolving Credit Facility | Facility due On Demand | Pure Wellness | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Revolving Credit Facility | Facility Due March 2019 [Member] | RED | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 250,000 | $ 250,000 | ||||||||
Revolving Credit Facility | Facility Due 2020 | RED | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 0 | 118,000 | ||||||||
Revolving Credit Facility | Facility Due 2020 | 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] | ||||||||||
Face amount of debt | $ 5,000,000 | |||||||||
Remaining borrowing capacity | $ 601,000 | |||||||||
Maximum borrowing capacity | 3,500,000 | 3,000,000 | ||||||||
Notes Payable to Banks | JSAV | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 13,614,000 | |||||||||
Notes Payable to Banks | OpenKey | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 0 | |||||||||
Notes Payable to Banks | Pure Wellness | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 0 | 0 | ||||||||
Notes Payable to Banks | RED | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 3,300,000 | 2,480,000 | ||||||||
Notes Payable to Banks | Term Loan Due November 2022 | JSAV | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 13,325,000 | 8,917,000 | ||||||||
Notes Payable to Banks | Term Loan Due November 2022 | JSAV | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.25% | |||||||||
Notes Payable to Banks | Equipment Note Due 2022 | JSAV | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 3,261,000 | 2,087,000 | ||||||||
Face amount of debt | 8,000,000 | |||||||||
Notes Payable to Banks | Equipment Note Due 2022 | JSAV | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.25% | |||||||||
Notes Payable to Banks | Term Loan Due November 2022 | JSAV | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 1,850,000 | 1,950,000 | ||||||||
Face amount of debt | $ 2,400,000 | |||||||||
Notes Payable to Banks | Term Loan Due November 2022 | JSAV | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.25% | |||||||||
Notes Payable to Banks | Term Loan Due April 2025 | RED | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 651,000 | 695,000 | ||||||||
Face amount of debt | $ 750,000 | |||||||||
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 | Term Loan Due December 2026 | RED | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 923,000 | 0 | ||||||||
Face amount of debt | 1,400,000 | |||||||||
Remaining borrowing capacity | $ 477,000 | |||||||||
Notes Payable to Banks | Term Loan Due December 2026 | RED | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
Notes Payable to Banks | Term Loan Due February 2029 | RED | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 1,726,000 | $ 1,785,000 | ||||||||
Face amount of debt | $ 1,800,000 | |||||||||
Notes Payable to Banks | Term Loan Due February 2029 | RED | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
Interest Rate Cap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative, notional amount | $ 5,000,000 | |||||||||
Derivative interest rate | 4.00% | |||||||||
OpenKey | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 1,500,000 |
Leases - Lease Balances and Oth
Leases - Lease Balances and Other Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)extension_period | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Number of renewal options | extension_period | 2 | |||
Renewal term | 10 years | |||
Rental expense | $ 348 | $ 690 | ||
Operating lease right-of-use assets | $ 21,597 | |||
Finance lease assets | 775 | $ 807 | ||
Total leased assets | 22,372 | |||
Operating lease liabilities | 2,066 | |||
Notes payable, net | 318 | |||
Operating lease liabilities | 19,546 | |||
Notes payable, net | 149 | |||
Total leased liabilities | $ 22,079 | |||
Weighted average remaining lease term for operating leases | 12 years 7 months 6 days | |||
Weighted average remaining lease term for finance leases | 1 year 7 months 6 days | |||
Weighted average discount rate for operating leases | 5.60% | |||
Weighted average discount rate for finance leases | 5.50% | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Renewal term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Renewal term | 10 years | |||
Corporate Office Lease Modification | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 4,100 |
Leases - Lease Expense and Cash
Leases - Lease Expense and Cash Outflows from Operating and Finance Leases (Details) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Finance lease cost | ||
Depreciation and amortization | $ 58 | $ 126 |
Interest expense | 8 | 15 |
Total lease expense | 848 | 1,750 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | 1,609 | |
Financing cash outflows from finance leases | 323 | |
General and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | 747 | 1,536 |
Cost of revenues for project management | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 35 | $ 73 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating leases | |
2019 | $ 1,609 |
2020 | 3,144 |
2021 | 2,963 |
2022 | 2,756 |
2023 | 2,574 |
Thereafter | 17,501 |
Total minimum lease payments | 30,547 |
Imputed interest | (8,935) |
Present value of minimum lease payments | 21,612 |
Finance leases | |
2019 | 248 |
2020 | 132 |
2021 | 60 |
2022 | 42 |
2023 | 10 |
Thereafter | 0 |
Total minimum lease payments | 492 |
Imputed interest | (25) |
Present value of minimum lease payments | $ 467 |
Leases - Lease Commitments (Det
Leases - Lease Commitments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital Leases | |
2019 | $ 541 |
2020 | 105 |
2021 | 33 |
2022 | 7 |
2023 | 0 |
Thereafter | 0 |
Total minimum lease payments | 686 |
Imputed interest | (25) |
Present value of minimum lease payments | 661 |
Operating Leases | |
2019 | 3,529 |
2020 | 3,532 |
2021 | 3,329 |
2022 | 3,172 |
2023 | 3,059 |
Thereafter | 13,999 |
Imputed interest | 0 |
Total minimum lease payments | $ 30,620 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||||
Unrealized gain (loss) | $ 3,196 | $ 6,029 | $ 2,438 | $ 5,255 | |
Contingent consideration | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||||
Acquisitions | (1,384) | ||||
Gains (losses) included in earnings | (786) | ||||
Dispositions and settlements | 0 | ||||
Transfers into/out of Level 3 | 0 | ||||
Unrealized gain (loss) | (1,621) | (346) | (1,639) | (559) | |
Deferred compensation plan | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||||
Unrealized gain (loss) | 4,817 | $ 6,375 | 4,077 | $ 5,814 | |
Fair Value, Measurements, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | (3,023) | (3,023) | $ 0 | ||
Deferred compensation plan | (6,424) | (6,424) | (10,574) | ||
Total | (9,447) | (9,447) | (10,574) | ||
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | (853) | (853) | |||
Deferred compensation plan | (6,424) | (6,424) | (10,574) | ||
Total | (7,277) | (7,277) | (10,574) | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | 0 | |||
Deferred compensation plan | 0 | 0 | 0 | ||
Total | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | (2,170) | (2,170) | |||
Deferred compensation plan | 0 | 0 | 0 | ||
Total | $ (2,170) | $ (2,170) | $ 0 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | $ 6,424 | $ 10,574 | ||
Deferred compensation plan, Fair value | 6,424 | 10,574 | ||
Contingent consideration | 3,023 | 0 | ||
Contingent consideration, Fair value | 3,023 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 40,039 | 51,529 | $ 40,868 | $ 36,480 |
Cash and cash equivalents, Fair value | 40,039 | 51,529 | ||
Restricted cash, Carrying value | 13,276 | 7,914 | $ 12,389 | $ 9,076 |
Restricted cash, Fair value | 13,276 | 7,914 | ||
Accounts receivable, net, Carrying value | 9,232 | 4,928 | ||
Accounts receivable, net, Fair value | 9,232 | 4,928 | ||
Due from affiliates, Carrying value | 93 | 45 | ||
Due from affiliates, Fair value | 93 | 45 | ||
Investments in unconsolidated entities, Carrying value | 2,990 | 500 | ||
Investments in unconsolidated entities, Fair value | 2,990 | 500 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 26,154 | 24,880 | ||
Accounts payable and accrued expenses, Fair value | 26,154 | 24,880 | ||
Dividends payable, Carrying Value | 2,791 | 0 | ||
Dividends payable, Fair value | 2,791 | 0 | ||
Due to affiliates, Carrying value | 726 | 2,032 | ||
Due to affiliates, Fair value | 726 | 2,032 | ||
Other liabilities, Carrying value | 14,179 | 8,418 | ||
Other liabilities, Fair value | 14,179 | 8,418 | ||
Notes payable, Carrying value | 25,102 | 18,006 | ||
Minimum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | 23,591 | 16,681 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | $ 26,075 | 18,437 | ||
Maximum maturity period of financial assets | 90 days | |||
Ashford Trust OP | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | $ 4,872 | 5,293 | ||
Due from related parties, Fair value | 4,872 | 5,293 | ||
Braemar OP | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | 1,830 | 1,996 | ||
Due from related parties, Fair value | $ 1,830 | $ 1,996 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Purchase Commitment [Line Items] | |||
ERFP Commitments | $ 69,391 | $ 33,900 | $ 0 |
Ashford Trust | |||
Long-term Purchase Commitment [Line Items] | |||
ERFP Commitments | 20,811 | 33,900 | 0 |
Braemar | |||
Long-term Purchase Commitment [Line Items] | |||
ERFP Commitments | 48,580 | 0 | $ 0 |
Fair Value, Measurements, Recurring | |||
Long-term Purchase Commitment [Line Items] | |||
Contingent consideration | $ 3,023 | $ 0 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Class of Stock [Line Items] | ||||
Total net (income) loss allocated to noncontrolling interests | $ 131 | $ 118 | $ 294 | $ 291 |
JSAV | ||||
Class of Stock [Line Items] | ||||
Total net (income) loss allocated to noncontrolling interests | 0 | (82) | 0 | (93) |
OpenKey | ||||
Class of Stock [Line Items] | ||||
Total net (income) loss allocated to noncontrolling interests | 152 | 187 | 329 | 343 |
RED | ||||
Class of Stock [Line Items] | ||||
Total net (income) loss allocated to noncontrolling interests | (26) | 5 | (60) | (2) |
Pure Wellness | ||||
Class of Stock [Line Items] | ||||
Total net (income) loss allocated to noncontrolling interests | $ 5 | $ 8 | $ 25 | $ 43 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Aug. 08, 2021 | Aug. 08, 2020 | Aug. 08, 2019 | Dec. 31, 2018 | Aug. 07, 2018 |
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 310 | $ (90) | $ 289 | $ (151) | ||||||
Amortization of preferred stock discount | (484) | 0 | (975) | 0 | ||||||
Preferred dividends | $ 2,791 | $ 0 | $ 5,583 | $ 0 | ||||||
Preferred dividends (in dollars per share) | $ 0.3438 | $ 0 | $ 0.6875 | $ 0 | ||||||
Series B Convertible Preferred Stock | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Preferred stock, shares issued (in shares) | 8,120,000 | 8,120,000 | 8,120,000 | 8,120,000 | 8,120,000 | |||||
Premier | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Equity interest issued, value assigned | $ 203,000 | |||||||||
Voting rights limit term | 5 years | |||||||||
Voting rights limit | 25.00% | |||||||||
Premier | Series B Convertible Preferred Stock | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Equity interest issued, value assigned | $ 203,000 | |||||||||
Share price (in dollars per share) | $ 140 | |||||||||
Equity interest issued (in shares) | 1,450,000 | |||||||||
Redemption increments amount | $ 25,000 | |||||||||
Redemption term minimum before closing | 15 days | |||||||||
Redemption price (in dollars per share) | $ 25.125 | |||||||||
Premier | Series B Convertible Preferred Stock | Scenario, Forecast | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Dividend rate | 6.50% | 6.00% | 5.50% | |||||||
Ashford Holdings | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 6 | $ (18) | $ 10 | $ (6) | ||||||
Redeemable noncontrolling interests | 0.20% | 0.20% | ||||||||
JSAV | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 133 | (295) | $ (94) | (650) | ||||||
Redeemable noncontrolling interests | 11.80% | 11.80% | 15.00% | |||||||
OpenKey | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 171 | $ 223 | $ 373 | $ 505 | ||||||
Redeemable noncontrolling interests | 28.15% | 28.15% | 29.65% | |||||||
Ashford LLC | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Redeemable noncontrolling interests | 0.17% | 0.17% | 0.17% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense, stock options | $ 14,800 | $ 14,800 | ||
Period for recognition | 1 year 9 months 7 days | |||
Allocated stock-based compensation expense | 9,319 | $ 12,590 | $ 17,345 | $ 25,679 |
Executive | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 2,500 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense, stock options | 141 | $ 141 | ||
Period for recognition | 2 years 9 months | |||
Allocated stock-based compensation expense | 2,043 | 1,917 | $ 4,194 | 5,674 |
Employee Stock Option | Ashford Trust and Braemar | Salaries and Benefits | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 16 | 46 | ||
Employee Stock Option | Ashford Trust and Braemar | Cost of revenues for project management | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 89 | 168 | ||
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 | |||
Employee Stock Option | Employee equity grant expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 57 | 0 | 57 | 0 |
Stock Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 2,704 | 2,272 | 4,862 | 6,069 |
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 | 604 | 355 | 611 | 395 |
Stock Compensation Plan | REIT equity-based compensation | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 6,615 | $ 10,318 | $ 12,483 | $ 19,610 |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Deferred Revenue Arrangement [Line Items] | |||||
Deferral of compensation percentage maximum | 100.00% | 100.00% | |||
Unrealized gain (loss) | $ 3,196 | $ 6,029 | $ 2,438 | $ 5,255 | |
Distribution from deferred compensation plan | $ 27 | $ 54 | $ 73 | $ 134 | |
Deferred compensation plan distribution (in shares) | 1 | 1 | 2 | 2 | |
Deferred compensation plan liability | $ 6,424 | $ 6,424 | $ 10,574 | ||
Common Stock | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred compensation plan distribution (in shares) | 1 | 2 | 2 | ||
Deferred compensation plan | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Unrealized gain (loss) | $ 4,817 | $ 6,375 | $ 4,077 | $ 5,814 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 24, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jun. 21, 2017 |
Related Party Transaction [Line Items] | |||||||
Deferred revenue recognized | $ 2,648,000 | $ 1,636,000 | $ 5,067,000 | $ 4,376,000 | |||
Advisory agreement, amount due upon approval | $ 5,000,000 | ||||||
Advisory agreement, initial term | 10 years | ||||||
ERFP Commitments: | |||||||
ERFP Commitments | 33,900,000 | 0 | $ 0 | ||||
Initial ERFP Commitment | 50,000,000 | 50,000,000 | |||||
ERFP Commitments | 69,391,000 | 69,391,000 | $ 33,900,000 | ||||
Unfunded ERFP Commitments | 20,291,000 | 20,291,000 | |||||
Amount invested | 2,176,000 | 0 | |||||
Rental expense | 348,000 | 690,000 | |||||
Officer of J&S | |||||||
ERFP Commitments: | |||||||
Operating lease amount per year | 307,000 | ||||||
Rental expense | $ 77,000 | 84,000 | $ 155,000 | 168,000 | |||
Pure Wellness | |||||||
ERFP Commitments: | |||||||
Noncontrolling interests in consolidated entities | 30.00% | 30.00% | 30.00% | ||||
Ashford LLC | |||||||
ERFP Commitments: | |||||||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | 0.00% | ||||
JSAV | |||||||
ERFP Commitments: | |||||||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | 0.00% | ||||
OpenKey | |||||||
ERFP Commitments: | |||||||
Noncontrolling interests in consolidated entities | 25.26% | 25.26% | 24.74% | ||||
OpenKey | Ashford Trust | |||||||
ERFP Commitments: | |||||||
Noncontrolling interests in consolidated entities | 16.64% | 16.64% | 16.30% | ||||
Amount invested | $ 299,000 | 0 | $ 299,000 | 667,000 | |||
OpenKey | Braemar | |||||||
ERFP Commitments: | |||||||
Noncontrolling interests in consolidated entities | 8.40% | 8.40% | 8.21% | ||||
Amount invested | $ 156,000 | 0 | $ 156,000 | 2,000,000 | |||
RED | |||||||
ERFP Commitments: | |||||||
Noncontrolling interests in consolidated entities | 20.00% | 20.00% | 20.00% | ||||
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% | |||||
Revenue | $ 22,487,000 | 25,199,000 | $ 44,661,000 | 43,829,000 | |||
Cost of revenues for audio visual | 1,862,000 | 836,000 | 3,546,000 | 1,190,000 | |||
Due from related parties | 4,872,000 | 4,872,000 | $ 5,293,000 | ||||
Ashford Trust OP | Corporate and Other | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 461,000 | 4,323,000 | 1,979,000 | 5,231,000 | |||
Ashford Trust OP | REIT Advisory | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 16,923,000 | 20,765,000 | 32,612,000 | 38,463,000 | |||
Ashford Trust OP | OpenKey | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | $ 27,000 | 23,000 | $ 55,000 | 47,000 | |||
Braemar | |||||||
Related Party Transaction [Line Items] | |||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | |||||
ERFP Commitments: | |||||||
ERFP Commitments | $ 0 | 0 | 0 | ||||
Initial ERFP Commitment | 50,000,000 | 0 | |||||
ERFP Commitments | $ 48,580,000 | 48,580,000 | 0 | ||||
Ashford Trust | |||||||
ERFP Commitments: | |||||||
ERFP Commitments | 33,900,000 | 0 | 0 | ||||
Initial ERFP Commitment | 0 | 50,000,000 | |||||
ERFP Commitments | 20,811,000 | 20,811,000 | 33,900,000 | ||||
Unfunded ERFP Commitments | $ 11,411,000 | $ 11,411,000 | |||||
Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Advisory services, quarterly base fee | 0.70% | 0.70% | |||||
Revenue | $ 8,490,000 | 5,643,000 | $ 16,708,000 | 11,177,000 | |||
Cost of revenues for audio visual | 119,000 | 0 | 205,000 | 0 | |||
Due from related parties | 1,830,000 | 1,830,000 | 1,996,000 | ||||
ERFP Commitments: | |||||||
Unfunded ERFP Commitments | 8,880,000 | 8,880,000 | |||||
Braemar OP | Corporate and Other | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 266,000 | 1,197,000 | 790,000 | 1,403,000 | |||
Braemar OP | REIT Advisory | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 5,718,000 | 4,435,000 | 10,645,000 | 9,758,000 | |||
Braemar OP | JSAV | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 0 | 0 | 0 | 0 | |||
Braemar OP | OpenKey | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 13,000 | 11,000 | 33,000 | 16,000 | |||
Remington | |||||||
ERFP Commitments: | |||||||
Reimbursements | $ 2,500,000 | 1,300,000 | $ 4,300,000 | 2,500,000 | |||
Minimum | Ashford Trust | |||||||
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 | Ashford Trust | |||||||
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 | |||||
Hilton Old Town Alexandria | |||||||
ERFP Commitments: | |||||||
ERFP payments | (11,100,000) | ||||||
Hilton Old Town Alexandria | Braemar | |||||||
ERFP Commitments: | |||||||
ERFP payments | 0 | ||||||
Hilton Old Town Alexandria | Ashford Trust | |||||||
ERFP Commitments: | |||||||
ERFP payments | (11,100,000) | ||||||
Embassy Suits New York Midtown Manhattan | |||||||
ERFP Commitments: | |||||||
ERFP payments | (8,089,000) | ||||||
Unfunded ERFP Commitments | 11,411,000 | 11,411,000 | |||||
Embassy Suits New York Midtown Manhattan | Ashford Trust | |||||||
ERFP Commitments: | |||||||
ERFP payments | (8,089,000) | ||||||
Unfunded ERFP Commitments | 11,411,000 | 11,411,000 | |||||
Embassy Suits New York Midtown Manhattan | Braemar OP | |||||||
ERFP Commitments: | |||||||
ERFP payments | 0 | ||||||
Unfunded ERFP Commitments | 0 | 0 | |||||
Ritz-Carlton Lake Tahoe | |||||||
ERFP Commitments: | |||||||
ERFP payments | (1,420,000) | ||||||
Unfunded ERFP Commitments | 8,880,000 | 8,880,000 | |||||
Ritz-Carlton Lake Tahoe | Ashford Trust | |||||||
ERFP Commitments: | |||||||
ERFP payments | 0 | ||||||
Unfunded ERFP Commitments | 0 | 0 | |||||
Ritz-Carlton Lake Tahoe | Braemar OP | |||||||
ERFP Commitments: | |||||||
ERFP payments | (1,420,000) | ||||||
Unfunded ERFP Commitments | 8,880,000 | 8,880,000 | |||||
La Posada | |||||||
ERFP Commitments: | |||||||
ERFP payments | (5,000,000) | ||||||
La Posada | Braemar | |||||||
ERFP Commitments: | |||||||
ERFP payments | 0 | ||||||
La Posada | Ashford Trust | |||||||
ERFP Commitments: | |||||||
ERFP payments | (5,000,000) | ||||||
Hilton Santa Cruz/Scotts Valley | |||||||
ERFP Commitments: | |||||||
ERFP payments | (5,000,000) | ||||||
Hilton Santa Cruz/Scotts Valley | Braemar | |||||||
ERFP Commitments: | |||||||
ERFP payments | 0 | ||||||
Hilton Santa Cruz/Scotts Valley | Ashford Trust | |||||||
ERFP Commitments: | |||||||
ERFP payments | (5,000,000) | ||||||
Base Fee | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 8,415,000 | 8,862,000 | 16,460,000 | 17,466,000 | |||
Reimbursable expenses | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 2,658,000 | 1,997,000 | 4,698,000 | 3,526,000 | |||
Deferred revenue recognized | 491,000 | 384,000 | 1,100,000 | 586,000 | |||
Reimbursable expenses | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred revenue recognized | 36,000 | 29,000 | 80,000 | 44,000 | |||
Equity-based compensation | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 4,548,000 | 8,940,000 | 8,837,000 | 15,685,000 | |||
Incentive advisory fee | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 0 | 452,000 | 0 | 904,000 | |||
Total advisory services revenue | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 15,621,000 | 20,251,000 | 29,995,000 | 37,581,000 | |||
Investment management reimbursements | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 337,000 | 329,000 | 695,000 | 511,000 | |||
Debt placement fees | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 79,000 | 3,959,000 | 1,158,000 | 4,591,000 | |||
Claim management services | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 20,000 | 18,000 | 31,000 | 36,000 | |||
Lease revenue | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 945,000 | 167,000 | 1,891,000 | 335,000 | |||
Other services | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 409,000 | 387,000 | 876,000 | 687,000 | |||
Total other revenue | Ashford Trust OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 1,790,000 | 4,860,000 | 4,651,000 | 6,160,000 | |||
Audio visual | |||||||
Related Party Transaction [Line Items] | |||||||
Cost of revenues for audio visual | 22,229,000 | 17,021,000 | 43,668,000 | 33,608,000 | |||
Deferred revenue recognized | 1,400,000 | 833,000 | 2,400,000 | 2,700,000 | |||
Audio visual | Ashford Trust OP | JSAV | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 0 | 88,000 | 0 | 88,000 | |||
Advisory services revenue | Base Fee | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 2,775,000 | 2,312,000 | 5,352,000 | 4,419,000 | |||
Advisory services revenue | Reimbursable expenses | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 562,000 | 499,000 | 1,031,000 | 919,000 | |||
Advisory services revenue | Equity-based compensation | Ashford Trust OP | Executive | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 4,500,000 | ||||||
Advisory services revenue | Equity-based compensation | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 1,963,000 | 1,378,000 | 3,432,000 | 3,925,000 | |||
Advisory services revenue | Equity-based compensation | Braemar OP | Executive | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 2,200,000 | ||||||
Advisory services revenue | Incentive advisory fee | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 169,000 | 0 | 339,000 | 0 | |||
Advisory services revenue | Other advisory revenue | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 130,000 | 130,000 | 258,000 | 258,000 | |||
Advisory services revenue | Total advisory services revenue | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 5,599,000 | 4,319,000 | 10,412,000 | 9,521,000 | |||
Project management | |||||||
Related Party Transaction [Line Items] | |||||||
Cost of revenues for audio visual | 2,697,000 | 0 | 5,488,000 | 0 | |||
Project management | Ashford Trust OP | Premier | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 5,076,000 | 0 | 10,015,000 | 0 | |||
Project management | Braemar OP | Premier | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 2,493,000 | 0 | 5,240,000 | 0 | |||
Other revenue | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred revenue recognized | 592,000 | 261,000 | 1,200,000 | 772,000 | |||
Other revenue | Debt placement fees | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 0 | 1,000,000 | 275,000 | 1,000,000 | |||
Other revenue | Claim management services | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 35,000 | 32,000 | 65,000 | 69,000 | |||
Other revenue | Lease revenue | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 84,000 | 84,000 | 168,000 | 168,000 | |||
Other revenue | Other services | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 279,000 | 208,000 | 548,000 | 419,000 | |||
Other revenue | Total other revenue | Braemar OP | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 398,000 | $ 1,324,000 | 1,056,000 | $ 1,656,000 | |||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Program commitment amount | 50,000,000 | 50,000,000 | |||||
Affiliated Entity | Ashford Trust OP | Pure Wellness | |||||||
Related Party Transaction [Line Items] | |||||||
Due from (to) related party | 338,000 | 338,000 | 418,000 | ||||
Affiliated Entity | Ashford Trust OP | Ashford LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Due from (to) related party | 1,062,000 | 1,062,000 | 2,337,000 | ||||
Affiliated Entity | Ashford Trust OP | AIM | |||||||
Related Party Transaction [Line Items] | |||||||
Due from (to) related party | 123,000 | 123,000 | 99,000 | ||||
Affiliated Entity | Ashford Trust OP | Premier | |||||||
Related Party Transaction [Line Items] | |||||||
Due from (to) related party | 1,937,000 | 1,937,000 | 1,611,000 | ||||
Affiliated Entity | Ashford Trust OP | JSAV | |||||||
Related Party Transaction [Line Items] | |||||||
Due from (to) related party | 1,407,000 | 1,407,000 | 826,000 | ||||
Affiliated Entity | Ashford Trust OP | OpenKey | |||||||
Related Party Transaction [Line Items] | |||||||
Due from (to) related party | 5,000 | 5,000 | 2,000 | ||||
Affiliated Entity | Braemar | |||||||
Related Party Transaction [Line Items] | |||||||
Program potential commitment amount | $ 100,000,000 | $ 100,000,000 | |||||
Program percent of commitment for each hotel | 10.00% | 10.00% | |||||
Affiliated Entity | Braemar OP | Pure Wellness | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 36,000 | $ 36,000 | 30,000 | ||||
Affiliated Entity | Braemar OP | Ashford LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 750,000 | 750,000 | 941,000 | ||||
Affiliated Entity | Braemar OP | Premier | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 805,000 | 805,000 | 949,000 | ||||
Affiliated Entity | Braemar OP | JSAV | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 109,000 | 109,000 | 4,000 | ||||
Affiliated Entity | Braemar OP | OpenKey | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 1,000 | 1,000 | 12,000 | ||||
Affiliated Entity | Braemar OP | RED | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 129,000 | $ 129,000 | $ 60,000 |
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, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net income (loss) attributable to common stockholders – basic and diluted: | ||||
Net income (loss) attributable to the Company | $ 112 | $ 8,960 | $ 822 | $ 3,237 |
Less: Dividends on preferred stock and amortization | (3,275) | 0 | (6,558) | 0 |
Less: Undistributed net (income) allocated to unvested shares | 0 | (38) | 0 | (14) |
Undistributed net income (loss) allocated to common stockholders | (3,163) | 8,922 | (5,736) | 3,223 |
Distributed and undistributed net income (loss) - basic | (3,163) | 8,922 | (5,736) | 3,223 |
Effect of deferred compensation plan | (4,817) | (6,375) | (4,077) | (5,814) |
Effect of incremental subsidiary shares | (171) | (223) | (373) | (505) |
Distributed and undistributed net income (loss) - diluted | $ (8,151) | $ 2,324 | $ (10,186) | $ (3,096) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding – basic (in shares) | 2,462 | 2,095 | 2,441 | 2,094 |
Effect of deferred compensation plan shares (in shares) | 203 | 206 | 101 | 103 |
Effect of contingently issuable shares (in shares) | 52 | 26 | 41 | 22 |
Effect of assumed exercise of stock options (in shares) | 0 | 160 | 0 | 0 |
Weighted average common shares outstanding – diluted (in shares) | 2,717 | 2,487 | 2,583 | 2,219 |
Income (loss) per share – basic: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (1.28) | $ 4.26 | $ (2.35) | $ 1.54 |
Income (loss) per share – diluted: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3) | $ 0.93 | $ (3.94) | $ (1.40) |
Net income (loss) allocated to common stockholders | $ 3,136 | $ 351 | $ 6,642 | $ 670 |
Dividends on preferred stock and amortization | $ 3,275 | $ 0 | $ 6,558 | $ 0 |
Weighted average diluted shares (in shares) | 1,553 | 63 | 1,563 | 248 |
Effect of unvested restricted shares | ||||
Income (loss) per share – diluted: | ||||
Net income (loss) allocated to common stockholders | $ 0 | $ 38 | $ 0 | $ 14 |
Weighted average diluted shares (in shares) | 11 | 9 | 10 | 9 |
Effect of assumed exercise of stock options | ||||
Income (loss) per share – diluted: | ||||
Weighted average diluted shares (in shares) | 16 | 0 | 40 | 197 |
Effect of assumed conversion of Ashford Holdings units | ||||
Income (loss) per share – diluted: | ||||
Net income (loss) allocated to common stockholders | $ (6) | $ 18 | $ (10) | $ 6 |
Weighted average diluted shares (in shares) | 4 | 4 | 4 | 4 |
Effect of incremental subsidiary shares | ||||
Income (loss) per share – diluted: | ||||
Net income (loss) allocated to common stockholders | $ (133) | $ 295 | $ 94 | $ 650 |
Weighted average diluted shares (in shares) | 72 | 50 | 59 | 38 |
Effect of assumed conversion of preferred stock | ||||
Income (loss) per share – diluted: | ||||
Weighted average diluted shares (in shares) | 1,450 | 0 | 1,450 | 0 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of business segments | segment | 2 | |||
REVENUE | ||||
Total revenue | $ 63,466,000 | $ 54,811,000 | $ 126,786,000 | $ 102,979,000 |
EXPENSES | ||||
Depreciation and amortization | 4,934,000 | 1,193,000 | 9,461,000 | 2,233,000 |
Impairment | 0 | 0 | 0 | 1,919,000 |
Other operating expenses | 57,589,000 | 42,748,000 | 113,840,000 | 92,993,000 |
Total expenses | 62,523,000 | 43,941,000 | 123,301,000 | 97,145,000 |
OPERATING INCOME (LOSS) | 943,000 | 10,870,000 | 3,485,000 | 5,834,000 |
Equity in earnings (loss) of unconsolidated entities | (298,000) | 0 | (573,000) | 0 |
Interest expense | (445,000) | (161,000) | (742,000) | (304,000) |
Amortization of loan costs | (70,000) | (24,000) | (139,000) | (47,000) |
Interest income | 9,000 | 73,000 | 29,000 | 185,000 |
Other income (expense) | (42,000) | (221,000) | (95,000) | (260,000) |
INCOME (LOSS) BEFORE INCOME TAXES | 97,000 | 10,537,000 | 1,965,000 | 5,408,000 |
Income tax (expense) benefit | (426,000) | (1,605,000) | (1,726,000) | (2,311,000) |
NET INCOME (LOSS) | (329,000) | 8,932,000 | 239,000 | 3,097,000 |
REIT Advisory | ||||
REVENUE | ||||
Total revenue | 22,641,000 | 25,198,000 | 43,257,000 | 48,219,000 |
JSAV | ||||
REVENUE | ||||
Total revenue | 30,127,000 | 23,376,000 | 61,102,000 | 46,686,000 |
OpenKey | ||||
REVENUE | ||||
Total revenue | 194,000 | 451,000 | ||
Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 22,641,000 | 25,198,000 | 43,257,000 | 48,219,000 |
EXPENSES | ||||
Depreciation and amortization | 1,570,000 | 369,000 | 2,753,000 | 759,000 |
Impairment | 0 | 1,863,000 | ||
Other operating expenses | 9,731,000 | 12,814,000 | 17,998,000 | 24,055,000 |
Total expenses | 11,301,000 | 13,183,000 | 20,751,000 | 26,677,000 |
OPERATING INCOME (LOSS) | 11,340,000 | 12,015,000 | 22,506,000 | 21,542,000 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 27,000 | 0 | 46,000 |
INCOME (LOSS) BEFORE INCOME TAXES | 11,340,000 | 12,042,000 | 22,506,000 | 21,588,000 |
Income tax (expense) benefit | (2,550,000) | (1,848,000) | (5,039,000) | (3,964,000) |
NET INCOME (LOSS) | 8,790,000 | 10,194,000 | 17,467,000 | 17,624,000 |
Operating Segments | Premier | ||||
REVENUE | ||||
Total revenue | 0 | 0 | ||
EXPENSES | ||||
Depreciation and amortization | 2,738,000 | 0 | 5,476,000 | 0 |
Impairment | 0 | 0 | ||
Other operating expenses | 4,318,000 | 0 | 8,368,000 | 0 |
Total expenses | 7,056,000 | 0 | 13,844,000 | 0 |
OPERATING INCOME (LOSS) | 644,000 | 0 | 1,646,000 | 0 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | 0 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | 644,000 | 0 | 1,646,000 | 0 |
Income tax (expense) benefit | (342,000) | 0 | (768,000) | 0 |
NET INCOME (LOSS) | 302,000 | 0 | 878,000 | 0 |
Operating Segments | JSAV | ||||
REVENUE | ||||
Total revenue | 23,376,000 | 46,686,000 | ||
EXPENSES | ||||
Depreciation and amortization | 503,000 | 489,000 | 958,000 | 943,000 |
Impairment | 0 | 0 | ||
Other operating expenses | 30,296,000 | 20,708,000 | 58,304,000 | 40,511,000 |
Total expenses | 30,799,000 | 21,197,000 | 59,262,000 | 41,454,000 |
OPERATING INCOME (LOSS) | (672,000) | 2,179,000 | 1,840,000 | 5,232,000 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | (356,000) | (144,000) | (570,000) | (283,000) |
Amortization of loan costs | (14,000) | (12,000) | (27,000) | (24,000) |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | (50,000) | (256,000) | (156,000) | (314,000) |
INCOME (LOSS) BEFORE INCOME TAXES | (1,092,000) | 1,767,000 | 1,087,000 | 4,611,000 |
Income tax (expense) benefit | 319,000 | (502,000) | (568,000) | (1,248,000) |
NET INCOME (LOSS) | (773,000) | 1,265,000 | 519,000 | 3,363,000 |
Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 153,000 | 472,000 | ||
EXPENSES | ||||
Depreciation and amortization | 7,000 | 7,000 | 14,000 | 13,000 |
Impairment | 0 | 0 | ||
Other operating expenses | 768,000 | 903,000 | 1,718,000 | 2,074,000 |
Total expenses | 775,000 | 910,000 | 1,732,000 | 2,087,000 |
OPERATING INCOME (LOSS) | (581,000) | (757,000) | (1,281,000) | (1,615,000) |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | (6,000) | (7,000) | (12,000) | (13,000) |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 6,000 | 0 | 11,000 | (1,000) |
INCOME (LOSS) BEFORE INCOME TAXES | (581,000) | (764,000) | (1,282,000) | (1,629,000) |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (581,000) | (764,000) | (1,282,000) | (1,629,000) |
Corporate and Other | ||||
REVENUE | ||||
Total revenue | 2,804,000 | 6,084,000 | 6,486,000 | 7,602,000 |
EXPENSES | ||||
Depreciation and amortization | 116,000 | 328,000 | 260,000 | 518,000 |
Impairment | 0 | 56,000 | ||
Other operating expenses | 12,476,000 | 8,323,000 | 27,452,000 | 26,353,000 |
Total expenses | 12,592,000 | 8,651,000 | 27,712,000 | 26,927,000 |
OPERATING INCOME (LOSS) | (9,788,000) | (2,567,000) | (21,226,000) | (19,325,000) |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | ||
Interest expense | (89,000) | (17,000) | (172,000) | (21,000) |
Amortization of loan costs | (50,000) | (5,000) | (100,000) | (10,000) |
Interest income | 9,000 | 73,000 | 29,000 | 185,000 |
Other income (expense) | 2,000 | 8,000 | 50,000 | 9,000 |
INCOME (LOSS) BEFORE INCOME TAXES | (10,214,000) | (2,508,000) | (21,992,000) | (19,162,000) |
Income tax (expense) benefit | 2,147,000 | 745,000 | 4,649,000 | 2,901,000 |
NET INCOME (LOSS) | (8,067,000) | (1,763,000) | (17,343,000) | (16,261,000) |
Total advisory services revenue | ||||
REVENUE | ||||
Total revenue | 21,220,000 | 24,570,000 | 40,407,000 | 47,102,000 |
Total advisory services revenue | Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 21,220,000 | 24,570,000 | 40,407,000 | 47,102,000 |
Total advisory services revenue | Operating Segments | Premier | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Total advisory services revenue | Operating Segments | JSAV | ||||
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 | 30,127,000 | 23,376,000 | 61,102,000 | 46,686,000 |
Audio visual | JSAV | ||||
REVENUE | ||||
Total revenue | 30,127,000 | 23,376,000 | 61,102,000 | 46,686,000 |
Audio visual | Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Audio visual | Operating Segments | Premier | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Audio visual | Operating Segments | JSAV | ||||
REVENUE | ||||
Total revenue | 30,127,000 | 23,376,000 | 61,102,000 | 46,686,000 |
Audio visual | Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Audio visual | Corporate and Other | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Project management | ||||
REVENUE | ||||
Total revenue | 7,700,000 | 0 | 15,490,000 | 0 |
Project management | Premier | ||||
REVENUE | ||||
Total revenue | 7,700,000 | 0 | 15,490,000 | 0 |
Project management | Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Project management | Operating Segments | Premier | ||||
REVENUE | ||||
Total revenue | 7,700,000 | 0 | 15,490,000 | 0 |
Project management | Operating Segments | JSAV | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Project management | Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Project management | Corporate and Other | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | ||||
REVENUE | ||||
Total revenue | 4,419,000 | 6,865,000 | 9,787,000 | 9,191,000 |
Other | Operating Segments | REIT Advisory | ||||
REVENUE | ||||
Total revenue | 1,421,000 | 628,000 | 2,850,000 | 1,117,000 |
Other | Operating Segments | Premier | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Operating Segments | JSAV | ||||
REVENUE | ||||
Total revenue | 0 | 0 | 0 | 0 |
Other | Operating Segments | OpenKey | ||||
REVENUE | ||||
Total revenue | 194,000 | 153,000 | 451,000 | 472,000 |
Other | Corporate and Other | ||||
REVENUE | ||||
Total revenue | $ 2,804,000 | $ 6,084,000 | $ 6,486,000 | $ 7,602,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 18, 2019 | Jul. 03, 2019 | Jul. 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Cash consideration | $ 4,267 | $ 0 | ||||
Ritz-Carlton Lake Tahoe | ||||||
Subsequent Event [Line Items] | ||||||
ERFP payments | $ 1,420 | |||||
RED | ||||||
Subsequent Event [Line Items] | ||||||
Ownership by parent | 80.00% | 80.00% | ||||
Subsequent Event | Bar Draught | ||||||
Subsequent Event [Line Items] | ||||||
Cash consideration | $ 250 | |||||
Contingent consideration possible | $ 550 | |||||
Voting interests acquired | 55.00% | |||||
Subsequent Event | Ritz-Carlton Lake Tahoe | Braemar | ||||||
Subsequent Event [Line Items] | ||||||
ERFP payments | $ 8,900 | |||||
Subsequent Event | RED | ||||||
Subsequent Event [Line Items] | ||||||
Cash consideration | $ 2,500 | |||||
Fair value of Ashford Inc. common stock issued | $ 4,500 | |||||
Equity interest issued (in shares) | 135,366 | |||||
Share price (in dollars per share) | $ 33.24 | |||||
Estimated fair value | $ 4,500 | |||||
Conditional repurchase price (in dollars per share) | $ 0.01 | |||||
Subsequent Event | RED | ||||||
Subsequent Event [Line Items] | ||||||
Ownership by parent | 84.00% |