Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 23, 2020 | |
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 | Mar. 31, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,527,498 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 54,906 | $ 35,349 |
Restricted cash | 20,671 | 17,900 |
Accounts receivable, net | 14,949 | 7,241 |
Due from affiliates | 121 | 357 |
Inventories | 1,577 | 1,642 |
Prepaid expenses and other | 6,963 | 7,212 |
Total current assets | 101,698 | 77,292 |
Investments in unconsolidated entities | 3,712 | 3,476 |
Property and equipment, net | 110,438 | 116,190 |
Operating lease right-of-use assets | 32,254 | 31,699 |
Goodwill | 66,834 | 205,606 |
Intangible assets, net | 292,715 | 347,961 |
Other assets | 3,023 | 276 |
Total assets | 610,674 | 782,500 |
Current liabilities: | ||
Accounts payable and accrued expenses | 29,550 | 39,160 |
Dividends payable | 7,875 | 4,725 |
Due to affiliates | 1,828 | 1,011 |
Deferred income | 6,772 | 233 |
Deferred compensation plan | 11 | 35 |
Notes payable, net | 57,944 | 3,550 |
Finance lease liabilities | 527 | 572 |
Operating lease liabilities | 3,463 | 3,207 |
Other liabilities | 22,713 | 19,066 |
Total current liabilities | 130,683 | 71,559 |
Deferred income | 11,478 | 13,047 |
Deferred tax liability, net | 55,905 | 69,521 |
Deferred compensation plan | 1,139 | 4,694 |
Notes payable, net | 4,507 | 33,033 |
Finance lease liabilities | 41,266 | 41,482 |
Operating lease liabilities | 28,820 | 28,519 |
Other liabilities | 430 | 430 |
Total liabilities | 274,228 | 262,285 |
Commitments and contingencies (note 9) | ||
MEZZANINE EQUITY | ||
Redeemable noncontrolling interests | 4,120 | 4,131 |
EQUITY (DEFICIT) | ||
Common stock, 100,000,000 shares authorized, $0.001 par value, 2,459,887 and 2,202,580 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 2 | 2 |
Additional paid-in capital | 288,114 | 285,825 |
Accumulated deficit | (430,731) | (244,084) |
Accumulated other comprehensive income (loss) | (309) | (216) |
Treasury stock, at cost, 3,873 and 1,638 shares at March 31, 2020 and December 31, 2019, respectively | (149) | |
Total equity (deficit) of the Company | (143,073) | 41,396 |
Noncontrolling interests in consolidated entities | 529 | 628 |
Total equity (deficit) | (142,544) | 42,024 |
Total liabilities and equity | 610,674 | 782,500 |
Restricted Investments | ||
Current assets: | ||
Restricted investment | 340 | 1,195 |
Series D Convertible Preferred Stock | ||
MEZZANINE EQUITY | ||
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding, net of discount, as of March 31, 2020 and December 31, 2019 | 474,870 | 474,060 |
Ashford Trust | ||
Current assets: | ||
Due from related parties | 1,280 | 4,805 |
Ashford Trust | Restricted Investments | ||
Current assets: | ||
Restricted investment | 214 | |
Braemar | ||
Current assets: | ||
Due from related parties | 891 | $ 1,591 |
Braemar | Restricted Investments | ||
Current assets: | ||
Restricted investment | $ 161 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 2,459,887 | 2,202,580 |
Common stock, shares outstanding (in shares) | 2,459,887 | 2,202,580 |
Treasury stock (in shares) | 3,873 | 1,638 |
Series D Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 19,120,000 | 19,120,000 |
Preferred stock, shares outstanding (in shares) | 19,120,000 | 19,120,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUE | ||
Total revenues | $ 133,842 | $ 63,320 |
EXPENSES | ||
Salaries and benefits | 16,310 | 16,214 |
Depreciation and amortization | 9,969 | 4,108 |
General and administrative | 6,183 | 6,454 |
Impairment | 178,213 | 0 |
Other | 4,226 | 1,339 |
Reimbursed expenses | 75,511 | 9,751 |
Total expenses | 312,293 | 60,778 |
OPERATING INCOME (LOSS) | (178,451) | 2,542 |
Equity in earnings (loss) of unconsolidated entities | 236 | (275) |
Interest expense | (1,176) | (297) |
Amortization of loan costs | (66) | (69) |
Interest income | 28 | 20 |
Realized gain (loss) on investments | (375) | 0 |
Other income (expense) | (521) | (53) |
INCOME (LOSS) BEFORE INCOME TAXES | (180,325) | 1,868 |
Income tax (expense) benefit | 2,085 | (1,300) |
NET INCOME (LOSS) | (178,240) | 568 |
(Income) loss from consolidated entities attributable to noncontrolling interests | 160 | 163 |
Net (income) loss attributable to redeemable noncontrolling interests | 440 | (21) |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (177,640) | 710 |
Preferred dividends, declared and undeclared | (7,875) | (2,791) |
Amortization of preferred stock discount | (810) | (491) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (186,325) | $ (2,572) |
Basic: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (84.73) | $ (1.06) |
Weighted average common shares outstanding – basic (in shares) | 2,199 | 2,419 |
Diluted: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (84.73) | $ (1.13) |
Weighted average common shares outstanding – diluted (in shares) | 2,199 | 2,449 |
Total advisory services revenue | ||
REVENUE | ||
Total revenues | $ 11,836 | $ 10,920 |
Hotel management | ||
REVENUE | ||
Total revenues | 6,124 | 0 |
Project management | ||
REVENUE | ||
Total revenues | 3,938 | 6,442 |
EXPENSES | ||
Cost of revenues | 1,451 | 1,473 |
Audio visual | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
EXPENSES | ||
Cost of revenues | 20,430 | 21,439 |
Other | ||
REVENUE | ||
Total revenues | 6,691 | 5,010 |
Cost reimbursement revenue | ||
REVENUE | ||
Total revenues | 75,579 | 9,973 |
Premier | Project management | ||
REVENUE | ||
Total revenues | 3,938 | 6,442 |
JSAV | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
JSAV | Audio visual | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
Accumulated Deficit | ||
EXPENSES | ||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (177,640) | 710 |
Preferred dividends, declared and undeclared | (7,875) | |
Amortization of preferred stock discount | $ (810) | $ (491) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
NET INCOME (LOSS) | $ (178,240) | $ 568 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||
Foreign currency translation adjustment | 439 | 30 |
Unrealized gain (loss) on restricted investment | (856) | 0 |
Less reclassification for realized (gain) loss on restricted investment included in net income | 375 | 0 |
COMPREHENSIVE INCOME (LOSS) | (178,282) | 598 |
Comprehensive (income) loss attributable to noncontrolling interests | 160 | 163 |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | 389 | (34) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (177,733) | $ 727 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | BAV | Stock Compensation Plan | Pre-spin equity grants expenseStock Compensation Plan | Series D Convertible Preferred Stock | Common Stock | Common StockBAV | Treasury Stock | Additional Paid-in Capital | Additional Paid-in CapitalBAV | 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, 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) | 0 | ||||||||||||||
Equity-based compensation | 2,158 | 2,155 | 0 | 3 | |||||||||||
Allocated stock-based compensation expense | 8,026 | $ 2,158 | |||||||||||||
Acquisitions (in shares) | 60 | ||||||||||||||
Acquisitions | $ 3,755 | $ 1 | $ 3,754 | ||||||||||||
Investment in Real Estate Advisory Holdings LLC (in shares) | 17 | ||||||||||||||
Investment in Real Estate Advisory Holdings LLC | 1,000 | 1,000 | |||||||||||||
Amortization of preferred stock discount | (491) | (491) | $ 491 | ||||||||||||
Dividends declared - preferred stock | (2,791) | (2,791) | |||||||||||||
Dividends undeclared - preferred stock | $ 0 | ||||||||||||||
Deferred compensation plan distribution (in shares) | 1 | 1 | |||||||||||||
Deferred compensation plan distribution | $ 46 | ||||||||||||||
Employee advances | 249 | 249 | |||||||||||||
Contributions from noncontrolling interests | 455 | 455 | |||||||||||||
Reallocation of carrying value | (356) | (234) | (122) | 356 | |||||||||||
Redemption value adjustment | 111 | 111 | (111) | ||||||||||||
Distributions to consolidated noncontrolling interests | (4) | 0 | (4) | ||||||||||||
Foreign currency translation adjustment | 15 | 15 | 13 | ||||||||||||
Reclassification for realized loss (gain) on available for sale securities | 0 | ||||||||||||||
Net income (loss) | 710 | 710 | |||||||||||||
Net income (loss) | 547 | (163) | 21 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 2,470 | 8,120 | |||||||||||||
Ending balance at Mar. 31, 2019 | 70,595 | $ 25 | 287,129 | (216,703) | (483) | 627 | $ 201,338 | 3,810 | |||||||
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 | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 2,203 | (2) | 19,120 | ||||||||||||
Ending balance at Dec. 31, 2019 | 42,024 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Common stock | 2 | ||||||||||||||
Accumulated deficit | (244,084) | ||||||||||||||
Noncontrolling interests in consolidated entities | 628 | ||||||||||||||
Convertible preferred stock | $ 474,060 | ||||||||||||||
Accumulated other comprehensive income (loss) | (216) | ||||||||||||||
Redeemable noncontrolling interests | 4,131 | ||||||||||||||
Treasury stock | $ (131) | ||||||||||||||
Additional paid-in capital | 285,825 | ||||||||||||||
Equity-based compensation (in shares) | 257 | ||||||||||||||
Equity-based compensation | 2,190 | 2,187 | 3 | ||||||||||||
Forfeiture of restricted common shares | 0 | $ (13) | 13 | ||||||||||||
Forfeiture of restricted common shares (in shares) | (1) | ||||||||||||||
Purchase of treasury stock | (5) | $ (5) | 0 | ||||||||||||
Allocated stock-based compensation expense | 8,940 | $ 2,049 | $ 0 | ||||||||||||
Shares acquired (in shares) | (1) | ||||||||||||||
Amortization of preferred stock discount | (810) | (810) | $ 810 | ||||||||||||
Dividends declared - preferred stock | (3,938) | ||||||||||||||
Dividends undeclared - preferred stock | (3,937) | ||||||||||||||
Deferred compensation plan distribution (in shares) | 0 | ||||||||||||||
Deferred compensation plan distribution | 2 | ||||||||||||||
Employee advances | 124 | 124 | |||||||||||||
Contributions from noncontrolling interests | 77 | 77 | |||||||||||||
Reallocation of carrying value | (56) | (37) | (19) | 56 | |||||||||||
Redemption value adjustment | (322) | (322) | 322 | ||||||||||||
Foreign currency translation adjustment | 388 | 388 | 51 | ||||||||||||
Unrealized gain (loss) on available for sale securities | (856) | (856) | |||||||||||||
Reclassification for realized loss (gain) on available for sale securities | 375 | 375 | |||||||||||||
Net income (loss) | (177,640) | (177,640) | |||||||||||||
Net income (loss) | (177,800) | (160) | (440) | ||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 2,460 | (4) | 19,120 | ||||||||||||
Ending balance at Mar. 31, 2020 | (142,544) | $ 2 | $ (149) | $ 288,114 | $ (430,731) | $ (309) | $ 529 | $ 474,870 | $ 4,120 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Common stock | 2 | ||||||||||||||
Accumulated deficit | (430,731) | ||||||||||||||
Noncontrolling interests in consolidated entities | 529 | ||||||||||||||
Convertible preferred stock | $ 474,870 | ||||||||||||||
Accumulated other comprehensive income (loss) | (309) | ||||||||||||||
Redeemable noncontrolling interests | 4,120 | ||||||||||||||
Treasury stock | (149) | ||||||||||||||
Additional paid-in capital | $ 288,114 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (178,240) | $ 568 | |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
Depreciation and amortization | 11,364 | 5,563 | |
Change in fair value of deferred compensation plan | (3,577) | 740 | |
Equity-based compensation | 2,049 | 2,158 | |
Equity in (earnings) loss in unconsolidated entities | (236) | 275 | |
Deferred tax expense (benefit) | (3,322) | 300 | |
Change in fair value of contingent consideration | 463 | 18 | |
Impairment | 178,213 | 0 | |
Amortization of other assets | 326 | 0 | |
Amortization of loan costs | 66 | 69 | |
Realized loss on restricted investments | 375 | 0 | |
Write off of deferred loan costs | 62 | 0 | |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Accounts receivable | (7,751) | (6,851) | |
Due from affiliates | 236 | (30) | |
Inventories | 59 | (335) | |
Prepaid expenses and other | 166 | 338 | |
Operating lease right-of-use assets | 1,055 | 412 | |
Other assets | (52) | 0 | |
Accounts payable and accrued expenses | (9,097) | (4,448) | |
Due to affiliates | 786 | (734) | |
Other liabilities | 3,184 | 4,512 | |
Operating lease liabilities | (1,053) | (400) | |
Deferred income | 4,999 | (373) | |
Net cash provided by (used in) operating activities | 4,300 | 2,269 | |
Cash Flows from Investing Activities | |||
Additions to property and equipment | (1,990) | (1,736) | |
Proceeds from disposal of property and equipment, net | 57 | $ 0 | |
Additional purchase price paid for Remington working capital adjustment | (1,293) | 0 | |
Acquisition of assets related to RED | (147) | (499) | |
Net cash provided by (used in) investing activities | (3,373) | (13,743) | |
Cash Flows from Financing Activities | |||
Payments for dividends on preferred stock | (4,725) | (2,791) | |
Payments on revolving credit facilities | (11,213) | (6,890) | |
Borrowings on revolving credit facilities | 8,884 | 7,617 | |
Proceeds from notes payable | 29,462 | 6,577 | |
Payments on notes payable | (819) | (413) | |
Payments on finance lease liabilities | (282) | (168) | |
Payments of loan costs | (290) | (41) | |
Forfeitures of restricted shares | (5) | 0 | |
Employee advances | 124 | 249 | |
Contributions from noncontrolling interest | 77 | 455 | |
Distributions to noncontrolling interests in consolidated entities | 0 | (4) | |
Net cash provided by (used in) financing activities | 21,213 | 4,591 | |
Effect of foreign exchange rate changes on cash and cash equivalents | 188 | (3) | |
Net change in cash, cash equivalents and restricted cash | 22,328 | (6,886) | |
Cash, cash equivalents and restricted cash at beginning of period | 53,249 | 59,443 | 59,443 |
Cash, cash equivalents and restricted cash at end of period | 75,577 | 52,557 | 53,249 |
Supplemental Cash Flow Information | |||
Interest paid | 1,037 | 211 | |
Income taxes paid (refunded), net | (129) | ||
Income taxes paid (refunded), net | 91 | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Distribution from deferred compensation plan | 2 | 46 | |
Capital expenditures accrued but not paid | 876 | 852 | |
Finance lease additions | 21 | 137 | |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | |||
Cash and cash equivalents at beginning of period | 35,349 | 51,529 | 51,529 |
Restricted cash at beginning of period | 17,900 | 7,914 | 7,914 |
Cash and cash equivalents at end of period | 54,906 | 39,953 | 35,349 |
Restricted cash at end of period | 20,671 | 12,604 | 17,900 |
Cash, cash equivalents and restricted cash | 75,577 | 52,557 | $ 53,249 |
BAV | |||
Cash Flows from Investing Activities | |||
Acquisition of BAV | 0 | (4,332) | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Common stock consideration | 0 | 3,755 | |
REA Holdings | |||
Cash Flows from Investing Activities | |||
Investment in REA Holdings | 0 | (2,176) | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Common stock consideration | 0 | 890 | |
Ashford Trust | |||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Due from related parties | 3,525 | 522 | |
Cash Flows from Investing Activities | |||
Purchases of furniture, fixtures and equipment under the Ashford Trust ERFP Agreement | 0 | (5,000) | |
Braemar | |||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Due from related parties | $ 700 | $ (35) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Inc. (the “Company”) is a Nevada corporation that provides products and services primarily to clients in the hospitality industry, including Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Braemar Hotels & Resorts Inc. (“Braemar”). We became a public company in November 2014, and our common stock is listed on the NYSE American LLC (“NYSE American”). Unless the context otherwise requires, references to the “Company”, “we”, “us” or “Ashford Inc.” for the period before August 8, 2018 refer to Old Ashford (as defined below), for the period from and including August 8, 2018 through November 6, 2019 refer to Maryland Ashford (as defined below), and for the period beginning on and including November 6, 2019, and thereafter refer to Ashford Inc., a Nevada Corporation. We provide: (i) advisory services; (ii) asset management services; (iii) hotel management services; (iv) project management services; (v) event technology and creative communications solutions; (vi) mobile room keys and keyless entry solutions; (vii) watersports activities and other travel, concierge and transportation services; (viii) hypoallergenic premium room products and services; (ix) debt placement services; (x) real estate advisory and brokerage services; and (xi) wholesaler, dealer manager and other broker-dealer services. We conduct these activities and own substantially all of our assets primarily through Ashford Hospitality Advisors, LLC (“Ashford LLC”), Ashford Hospitality Services, LLC (“Ashford Services”) and their respective subsidiaries. We are currently the advisor to 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 from an ownership perspective, in each case subject to the supervision and oversight of the respective board of directors of Ashford Trust and Braemar. Ashford Trust is focused on investing in full-service hotels in the upscale and upper upscale segments in the U.S. that have revenue per available room (“RevPAR”) generally less than twice the national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Each of Ashford Trust and Braemar is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the common stock of each of Ashford Trust and Braemar is traded on the New York Stock Exchange (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. In our capacity as an advisor, 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. As described further below, Remington, which we acquired on November 6, 2019, operates certain of the hotel properties owned by Ashford Trust and Braemar. Shareholder Rights Plan On March 13, 2020, we adopted a shareholder rights plan by entering into a Rights Agreement, dated March 13, 2020, with ComputerShare Trust Company, N.A., as rights agent (the “Rights Agreement”). We intend for the shareholder rights plan to improve the bargaining position of our board of directors in the event of an unsolicited offer to acquire our outstanding shares of common stock. Our board of directors implemented the rights plan by declaring a dividend of one preferred share purchase right (a “Right”) that was paid on March 23, 2020, for each outstanding share of our common stock on March 23, 2020 (the “Record Date”), to our stockholders of record on that date. Each of those Rights becomes exercisable on the Distribution Date (defined below) and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series E Preferred Stock, par value $0.001 per share, at a price of $275 per one one-thousandth of a share of our Series E Preferred Stock represented by such a right, subject to adjustment. The Rights will expire on February 13, 2021 unless the expiration date is extended or unless the Rights are earlier redeemed by the Company. Initially, the Rights will be attached to all certificates representing our common stock, and no separate certificates evidencing the Rights (the “Rights Certificates”) will be issued. The Rights Agreement provides that, until the date on which the Rights separate and begin trading separately from our common stock (which we refer to as the “Distribution Date”) or earlier expiration or redemption of the Rights: (i) the Rights will be transferred with and only with the shares of our common stock; (ii) new certificates representing shares of our common stock issued after the Record Date or upon transfer or new issuance of shares of our common stock will contain a notation incorporating the Rights Agreement by reference; and (iii) the surrender for transfer of any certificates for shares of our common stock outstanding as of the Record Date, even without such notation or a copy of the Summary of Rights (as defined in the Rights Agreement) being attached thereto, will also constitute the transfer of the Rights associated with the shares of our common stock represented by such certificate. The Distribution Date will occur, and the Rights would separate and begin trading separately from the shares of our common stock, and Rights Certificates will be caused to evidence the Rights on the earlier to occur of: i. 10 business days following a public announcement, or the public disclosure of facts indicating, that a person or group of affiliated or associated persons has acquired Beneficial Ownership (as defined in the Rights Agreement) of 10% or more of the outstanding shares of our common stock (referred to, subject to certain exceptions, as “Acquiring Persons”) (or, in the event an exchange of the Rights for shares of our common stock is effected in accordance with certain provisions of the Rights Agreement and our board of directors determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement); or ii. 10 business days (or such later date as may be determined by action of our board of directors prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the Beneficial Ownership by a person or group of 10% or more of the outstanding shares of our common stock. The Rights also become exercisable if a person or group that already beneficially owns 10% or more of our common stock acquires any additional shares of our common stock without the approval of our board of directors, except that the Distribution Date will not occur as a result of our company, one of our subsidiaries, one of our employee benefit plans or a trustee for one of those plans, or Mr. Monty J. Bennett and certain of his affiliates and associates acquiring additional shares of our common stock, and those persons will not be Acquiring Persons. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement, with certain limited exceptions, the Rights will become exercisable for shares of our common stock (or, in certain circumstances, shares of our Series E Preferred Stock or other of our securities that are similar) having a value equal to two times the exercise price of the right. From and after the announcement that any person has become an Acquiring Person, if the Rights evidenced by a Rights Certificate are or were at any time on or after the earlier of: (i) the date of such announcement; or (ii) the Distribution Date acquired or beneficially owned by an Acquiring Person or an associate or affiliate of an Acquiring Person, such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In addition, if, at any time after a person becomes an Acquiring Person: (i) we consolidate with, or merge with and into, any other person; (ii) any person consolidates with us, or merges with and into us and we are the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of our common stock are or will be changed into or exchanged for stock or other securities of any other person (or of ours) or cash or any other property; or (iii) 50% or more of our consolidated assets or Earning Power (as defined in the Rights Agreement) are sold, then proper provision will be made so that each holder of a right will thereafter have the right to receive, upon the exercise of a right at the then current exercise price of the right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. Upon the occurrence of an event of the type described in this paragraph, if our board of directors so elects, we will deliver upon payment of the exercise price of a right an amount of cash or securities equivalent in value to the shares of common stock issuable upon exercise of a right. If we fail to meet that obligation within 30 days following of the announcement that a person has become an Acquiring Person, we must deliver, upon exercise of a right but without requiring payment of the exercise price then in effect, shares of our common stock (to the extent available) and cash equal in value to the difference between the value of the shares of our common stock otherwise issuable upon the exercise of a right and the exercise price then in effect. Our board of directors may extend the 30 -day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of our Common Stock to permit the issuance of such shares of our Common Stock upon the exercise in full of the Rights. COVID-19, Management’s Plans and Liquidity In December 2019, a novel strain of coronavirus (COVID-19) was identified in Wuhan, China, which subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Our clients Ashford Trust and Braemar have reported that the negative impact on room demand within their respective portfolios stemming from the novel coronavirus (COVID-19) is significant, which has resulted and is expected to result in significantly reduced occupancy and RevPAR. Furthermore, the prolonged presence of the virus has resulted in health or other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry has experienced postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders, the Company dramatically reduced staffing and expenses at its products and services businesses and at our corporate office. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. The Company expects that the COVID-19 pandemic will have a significant negative impact on the Company’s results of operations, financial position and cash flow in 2020. As a result, in March 2020, the Company declared 50% of the cumulative preferred dividend which was due with respect to its Series D Convertible Preferred Stock for the first quarter of 2020, reduced the compensation of its board of directors, executive officers and other employees, amended payment terms pursuant to certain hotel management agreements to better manage corporate working capital, reduced planned capital expenditures, and significantly reduced operating expenses. The Company adopted a remote-work policy at its corporate office in an effort to protect the health and safety of its employees and does not anticipate these policies to have any adverse impact on its ability to continue to operate its business. As of March 31, 2020 , the Company’s consolidated net worth was less than $23.2 million , which resulted in a breach of a financial covenant related to our credit agreement with Ashford Hospitality Holdings LLC, a subsidiary of the Company, Bank of America, N.A., as administrative agent and letters of credit issuer, and the lenders from time to time party thereto (the “Term Loan Agreement”). Effective June 23, 2020, the Company and Bank of America N.A. executed the Fifth Amendment to the Term Loan Agreement (the “Fifth Amendment”) . The Fifth Amendment (a) establishes a 0.50% LIBOR floor, (b) eliminates the consolidated net worth financial covenant, and (c) waives the violation of the consolidated net worth financial covenant that occurred on March 31, 2020. As of March 31, 2020 , our subsidiaries were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended. However, there can be no guarantee that our subsidiaries’ will remain in compliance for the remainder of the fiscal year. Due to the significant negative impact of COVID-19 on the operations of our subsidiaries, we expect that within the next twelve months, our JSAV and RED subsidiaries will violate debt covenants pursuant to certain existing debt agreements which have no recourse to Ashford Inc. As a result, JSAV and RED may be required to immediately repay debt balances of $20.2 million and $2.6 million , respectively, which have therefore been classified as current liabilities within our condensed consolidated balance sheet as of March 31, 2020 . The JSAV and RED subsidiary loans, which are expected to violate debt covenants, are secured by the respective subsidiary’s tangible assets. All of our subsidiaries’ debt has no recourse to Ashford Inc. with the exception of $3.8 million of debt held by the entity that conducts RED’s legacy U.S. Virgin Islands operations which is currently not expected to violate debt covenants. See note 6. Based on these factors, as well as, our negative $29.0 million working capital position as of March 31, 2020, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. U.S. generally accepted accounting principles require that in making this determination, the Company cannot consider any remedies that are outside of the Company’s control and have not been fully implemented. As a result, the Company could not consider future potential fundraising activities, whether through equity or debt offerings, disposition of assets or the likelihood of obtaining waivers as we could not conclude they were probable of being effectively implemented. Further, the Company could not consider continued cash payment of advisory fees and other revenues from Ashford Trust and Braemar, two of the Company's key customers, because each of Ashford Trust and Braemar currently exhibits conditions that create substantial doubt about the ability for each to continue as a going concern. Also, the continued cash payment of such advisory fees and other revenues remains subject to the discretion of the independent board members of each of Ashford Trust and Braemar, which is not within the Company's control. As such, the Company’s ability to remain in compliance with the financial covenants related to our Term Loan Agreement, as amended, for the next twelve months is outside of management’s control. Accordingly, the Company has classified the entire $35.0 million outstanding under our Term Loan Agreement, as amended, as a current liability on our condensed consolidated balance sheet as of March 31, 2020. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Other Developments On March 13, 2020, the Company entered into the Extension Agreement (the “Extension Agreement”), related to the Ashford Trust Enhanced Return Funding Program (the “Ashford Trust ERFP Agreement”). Under the terms of the Extension Agreement, the remaining ERFP commitment funding deadline under the Ashford Trust ERFP Agreement of $11.4 million as of March 31, 2020 and December 31, 2019 , has been extended from January 22, 2021 to December 31, 2022. See note 9 . On March 16, 2020, the Company announced that in light of the uncertainty created by the effects of the COVID-19, effective March 21, 2020, the base salary for its Chief Executive Officer, Mr. Monty J. Bennett, will be temporarily reduced by 20% and the base salary for certain other Company officers, including its Chief Financial Officer and its other named executive officers, will be temporarily reduced by 15% until the effects of COVID-19 have subsided and it has been determined that the Company is in a healthy financial position. Any amounts relinquished pursuant to the reduction may be paid by the Company in the future. On March 16, 2020, in light of the uncertainty created by the effects of COVID-19, each non-employee serving on the Board agreed to a 25% reduction in their annual cash retainers. In addition, effective as of May 14, 2020, the Board agreed further that this reduced amount would be payable 75% in cash and 25% in equity (common stock of Ashford Inc.). This arrangement will be effective until such time as the Board determines in its discretion that the effects of COVID-19 have subsided. Any amounts relinquished pursuant to the reduction in fees may be paid by the Company in the future, as determined by the Board in its discretion. On March 16, 2020, the Company announced that the Board had declared and the Company would pay 50% of the cumulative preferred dividend which was due with respect to its Series D Convertible Preferred Stock for the first quarter of 2020. See note 11 . On March 20, 2020, Lismore Capital LLC (“Lismore”), a wholly owned subsidiary of the Company, entered into an agreement to seek modifications, forbearances or refinancings of Ashford Trust’s loans (the “Ashford Trust Agreement”). Pursuant to the Ashford Trust Agreement, Lismore shall, during the term of the agreement (which commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Ashford Trust on not less than thirty days written notice) negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Ashford Trust’s hotels. For the purposes of the Ashford Trust Agreement, financing shall include, without limitation, senior or subordinate loan financing, provided in any single transaction or a combination of transactions, including, mortgage loan financing, mezzanine loan financing, or subordinate loan financing encumbering the applicable hotel or unsecured loan financing. In connection with the services provided by Lismore, Lismore shall be paid an advisory fee of up to 50 basis points ( 0.50% ) of the aggregate amount of the modifications, forbearances or refinancings, of Ashford Trust’s mortgage and mezzanine debt (the “Ashford Trust Financings”) calculated and payable as follows: (i) 0.125% of the aggregate amount of potential Ashford Trust Financings upon execution of the Ashford Trust Agreement; (ii) 0.125% payable in six equal installments beginning April 20, 2020 and ending on September 20, 2020; provided, however, in the event Ashford Trust does not complete, for any reason, Ashford Trust Financings during the term of the Ashford Trust Agreement equal to or greater than $4,114,740,601 , then Ashford Trust shall offset, against any fees owed by Ashford Trust or its affiliates pursuant to the advisory agreement, a portion of the fee paid by Ashford Trust to Lismore pursuant to this section equal to the product of (x) the amount of Ashford Trust Financings completed during the term of the Ashford Trust Agreement minus $4,114,740,601 multiplied by (y) 0.125% ; and (iii) 25 basis points ( 0.25% ) payable upon the acceptance by the applicable lender of any Ashford Trust Financing. As of March 31, 2020, the $5.0 million initial amount is recognized as deferred revenue, which will be recognized over the twelve month term, and a receivable in our condensed consolidated financial statements. See note 14 . On March 20, 2020, Lismore entered into an agreement to seek modifications, forbearances or refinancings of Braemar’s loans (the “Braemar Agreement”). Pursuant to the Braemar Agreement, Lismore shall, during the term of the agreement (which commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Braemar on not less than thirty days written notice) negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels. For the purposes of the Braemar Agreement, financing shall include, without limitation, senior or subordinate loan financing, provided in any single transaction or a combination of transactions, including, mortgage loan financing, mezzanine loan financing, or subordinate loan financing encumbering the applicable hotel or unsecured loan financing. In connection with the services provided by Lismore, Lismore shall be paid an advisory fee of up to 50 basis points ( 0.50% ) of the aggregate amount of the modifications, forbearances or refinancings, of Braemar’s mortgage and mezzanine debt (the “Braemar Financings”) calculated and payable as follows: (i) 0.125% of the aggregate amount of potential Braemar Financings upon execution of the Braemar Agreement; (ii) 0.125% payable in six equal installments beginning April 20, 2020 and ending on September 20, 2020; provided, however, in the event Braemar does not complete, for any reason, Braemar Financings during the term of the Braemar Agreement equal to or greater than $1,091,250,000 , then Braemar shall offset, against any fees owed by Braemar or its affiliates pursuant to the advisory agreement, a portion of the fee paid by Braemar to Lismore pursuant to this section equal to the product of (x) the amount of Braemar Financings completed during the term of the Braemar Agreement minus $1,091,250,000 multiplied by (y) 0.125% ; and (iii) 25 basis points ( 0.25% ) payable upon the acceptance by the applicable lender of any Braemar Financing. As of March 31, 2020, the $1.4 million initial amount is recognized as deferred revenue, which will be recognized over the twelve month term, and a receivable in our condensed consolidated financial statements. See note 14 . The accompanying condensed consolidated financial statements reflect the operations of our advisory and asset management business, hospitality products and services business, and entities that we consolidate. In this report, the terms the “Company,” “we,” “us” or “our” refers to Ashford Inc. and all entities included in its condensed consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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 2019 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 12, 2020 . In the fourth quarter of 2019, cost reimbursement revenue and reimbursed expenses were reclassified from their previous presentation into aggregated financial statement line items titled “cost reimbursement revenue” and “reimbursed expenses” in our consolidated statements of operations. Our presentation of the three months ended March 31, 2019, revenue and operating expense line item amounts have been reclassified to conform to the presentation adopted in the fourth quarter of 2019. These reclassifications have no effect on total revenue, total operating expense or net income previously reported. 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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Other Ashford Inc. ownership interest 99.81 % 88.20 % 47.75 % 70.00 % 84.21 % 55.00 % Redeemable noncontrolling interests (1) (2) 0.19 % 11.80 % 26.38 % — % — % — % Noncontrolling interests in consolidated entities — % — % 25.87 % 30.00 % 15.79 % 45.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 24 $ 2,522 $ 1,574 n/a n/a n/a Redemption value adjustment, year-to-date 262 4 56 n/a n/a n/a Redemption value adjustment, cumulative 377 788 2,153 n/a n/a n/a Carrying value of noncontrolling interests — — 337 130 47 15 Assets, available only to settle subsidiary’s obligations (7) (8) n/a 57,819 1,593 1,712 20,806 216 Liabilities (9) n/a 45,350 461 1,646 11,938 72 Notes payable (9) n/a 20,017 — — 7,686 — Revolving credit facility (9) n/a 135 — 40 246 — December 31, 2019 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Other Ashford Inc. ownership interest 99.81 % 88.20 % 47.61 % 70.00 % 84.21 % 55.00 % Redeemable noncontrolling interests (1) (2) 0.19 % 11.80 % 26.59 % — % — % — % Noncontrolling interests in consolidated entities — % — % 25.80 % 30.00 % 15.79 % 45.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 98 $ 2,449 $ 1,584 n/a n/a n/a Redemption value adjustment, year-to-date (63 ) 784 64 n/a n/a n/a Redemption value adjustment, cumulative 115 784 2,097 n/a n/a n/a Carrying value of noncontrolling interests — — 395 164 37 32 Assets, available only to settle subsidiary’s obligations (7) n/a 56,824 1,881 1,852 19,277 250 Liabilities (9) n/a 44,542 510 1,671 10,652 59 Notes payable (9) n/a 17,785 — — 6,275 — Revolving credit facility (9) n/a 2,599 — 45 106 — ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value. (2) Redeemable noncontrolling interests in Ashford Holdings represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. 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 event technology and creative communications solutions in the hospitality industry. See also notes 1 , 10 and 11 . (4) Represents ownership interests in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1 , 10 and 11 . (5) Represents ownership interests in Pure 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 10 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. RED is a provider of watersports activities and other travel and transportation services and includes the entity that conducts RED’s legacy U.S. Virgin Islands operations and Sebago, a leading provider of watersports activities and excursion services based in Key West, Florida which was acquired by RED in 2019. We are provided a preferred return on our investment in RED’s legacy U.S. Virgin Islands operations and Sebago which is accounted for in our income allocation based on the applicable partnership agreement. See also notes 1 and 10 . (7) Total assets consist primarily of cash and cash equivalents, property and equipment and other assets that can only be used to settle the subsidiaries’ obligations. (8) The assets of Sebago are not available to settle the obligations of the entity that conducts RED’s legacy U.S. Virgin Islands operations. (9) 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’s legacy U.S. Virgin Islands operations, 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. No such impairment was recorded during the three months ended March 31, 2020 and 2019 . We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at March 31, 2020 and December 31, 2019 . 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 months ended March 31, 2020 and 2019 . In the event that the assumptions used to estimate fair value change in the future, we may be required to record an impairment charge related to this investment. 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): March 31, 2020 December 31, 2019 Carrying value of the investment in REA Holdings $ 2,898 2,662 Ownership interest in REA Holdings 30 % 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Equity in earnings (loss) in unconsolidated entities $ 236 $ (275 ) 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. Property and Equipment, net —Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We record property and equipment at cost. As of March 31, 2020 and December 31, 2019 , property and equipment, net of accumulated depreciation, included assets related to our consolidated subsidiary Marietta Leasehold, L.P.’s (“Marietta”) finance lease of $43.8 million and $44.1 million , ERFP assets of $31.2 million and $33.5 million , audio visual equipment at JSAV of $15.4 million and $15.1 million and marine vessels at RED of $10.1 million and $10.1 million , respectively. Other Liabilities —As of March 31, 2020 and December 31, 2019 , other liabilities included reserves in the amount of $15.7 million and $10.8 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. As of March 31, 2020 and December 31, 2019 , other liabilities also included $1.4 million and $2.2 million , respectively, of reserves for Remington health insurance claims, $500,000 and $500,000 , respectively, of the remaining purchase price due to the sellers of BAV Services (“BAV”) 18 months after the acquisition date, subject to certain conditions, and reserves of $5.1 million and $4.6 million , respectively, for the fair value of contingent consideration due to the sellers of BAV. Other liabilities as of December 31, 2019 also included a $1.0 million accrual for contingent consideration due to the sellers of Sebago. See notes 4 . Revenue Recognition —See note 3 . 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, Mexico and Dominican Republic income taxes and U.S. Virgin Islands 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 our 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, beginning in 2017, in Mexico and the Dominican Republic and, beginning in 2018, in the U.S. Virgin Islands. Tax years 2015 through 2019 remain subject to potential examination by certain federal and state taxing authorities. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to the business. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. Recently Adopted Accounting Standards —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. We adopted ASU 2017-04 effective January 1, 2020. See our Goodwill and Indefinite-Lived Intangible Assets accounting policy disclosed in note 5 . 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. We adopted this standard effective January, 1, 2020, and the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. 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. We elected to prospectively adopt ASU 2018-15 effective January 1, 2020, in our condensed consolidated financial statements. The adoption of ASU 2018-15 resulted in reclassifying capitalized implementation costs of service contracts incurred in a hosting arrangement from “property and equipment, net” to “other assets” in our condensed consolidated balance sheets. Amortization of the service contracts will continue to be recorded in “reimbursed expenses” in our condensed consolidated statements of operations. 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. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”). ASU 2019-10 revised the mandatory adoption date for public business entities that meet the definition of a smaller reporting company to be effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact ASU 2016-13 and ASU 2019-10 may have on our condensed consolidated financial statements and related disclosures. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
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 that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees. For Ashford Trust, 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, 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. 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. Hotel Management Revenue Hotel management revenue is reported within our Remington segment and primarily consists of base management fees and incentive management fees. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenues for managing the hotel employees and daily operations of the hotels, pursuant to the amended and restated hotel management agreements, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lesser of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. 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. 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. 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 the provision of watersports activities and ferry and excursion services. The revenue is recognized as services are provided based on contractual customer rates. Debt placement fees include revenues earned from providing placement, modifications, forbearances or refinancings of certain mortgage debt by Lismore. 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 legacy key money transaction with Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Our ERFP leases entered into in 2018 with Ashford Trust commenced on December 31, 2018. Consistent with our accounting treatment prior to adopting ASU 2016-02, Leases (“ASU 2016-02”), other revenue for the three months ended March 31, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made. Cost Reimbursement Revenue Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements, we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust and Braemar, with no added mark-up. These costs primarily consist of expenses related to Ashford Securities, overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements. We record cost reimbursement 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 fair value of the award in proportion to the requisite service period satisfied during the period. We additionally are reimbursed by Ashford Trust for expenses incurred by Ashford Investment Management, LLC (“AIM”) for managing 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. Under our project management agreements and hotel management agreements, we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust, Braemar and other hotel owners, with no added mark-up. Project management costs primarily consist of costs for accounting, overhead and project manager services. Hotel management costs primarily consist of the properties’ payroll, payroll taxes and benefits related expenses at managed properties where we are the employer of the employees at the properties as provided for in our contracts with the Ashford Trust, Braemar and other hotel owners. We recognize revenue within the “cost reimbursement revenue” in our condensed consolidated statements of operations when the amounts may be billed to Ashford Trust, Braemar and other hotel owners, and we recognize expenses within “reimbursed expenses” in our condensed consolidated statements of operations as they are incurred. This pattern of recognition results in temporary timing differences between the costs incurred for centralized software programs and the related reimbursements we receive from Ashford Trust and Braemar in our operating and net income. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. 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 Income and Contract Balances Deferred income primarily consists of customer billings in advance of revenues being recognized from our advisory agreements and other hospitality products and services contracts. Generally, deferred income that will be recognized within the next twelve months is recorded as current deferred income and the remaining portion is recorded as noncurrent. The increase in the deferred income 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 income balance at the beginning of the period. The following tables summarize our consolidated deferred income activity (in thousands): Deferred Income 2020 2019 Balance as of January 1 $ 13,280 $ 13,544 Increases to deferred income 7,082 2,072 Recognition of revenue (1) (2,112 ) (2,445 ) Balance as of March 31 $ 18,250 $ 13,171 ________ (1) Deferred income recognized in the three months ended March 31, 2020 , includes (a) $554,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $931,000 of audio visual revenue and (c) $627,000 of “other services” revenue earned by our hospitality products and services companies. Deferred income recognized in the three months ended March 31, 2019 , includes (a) $770,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.0 million of audio visual revenue and (c) $636,000 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 March 31, 2020 . 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 income until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of $14.9 million and $7.2 million included in “accounts receivable, net” primarily related to our hospitality products and services segment, $1.3 million and $4.8 million in “due from Ashford Trust”, and $891,000 and $1.6 million included in “due from Braemar” related to REIT advisory services at March 31, 2020 and December 31, 2019 , respectively. We had no significant impairments related to these receivables during the three months ended March 31, 2020 and 2019 . Disaggregated Revenue Our revenues were comprised of the following for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Advisory services revenue: Base advisory fee $ 11,537 $ 10,622 Incentive advisory fee 170 170 Other advisory revenue 129 128 Total advisory services revenue 11,836 10,920 Hotel management: Base fee 6,124 — Project management revenue 3,938 6,442 Audio visual revenue 29,674 30,975 Other revenue: Debt placement fees (2) 128 1,354 Claims management services 57 41 Lease revenue — 1,030 Other services (3) 6,506 2,585 Total other revenue 6,691 5,010 Cost reimbursement revenue 75,579 9,973 Total revenue $ 133,842 $ 63,320 REVENUE BY SEGMENT (1) REIT advisory $ 20,957 $ 20,616 Remington 70,456 — Premier 5,152 7,790 JSAV 29,674 30,975 OpenKey 522 257 Corporate and other 7,081 3,682 Total revenue $ 133,842 $ 63,320 ________ (1) We have five reportable segments: REIT Advisory, Remington, Premier, JSAV and OpenKey. We combine the operating results of RED, Marietta, Pure Wellness, Lismore and REA Holdings into an “all other” category, which we refer to as “Corporate and Other.” See note 16 for discussion of segment reporting. (2) Debt placement fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar. (3) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and third parties, and the revenues of Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia. Geographic Information Our REIT Advisory, Remington, 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 months ended March 31, 2020 and 2019 , respectively (in thousands): Three Months Ended March 31, 2020 2019 United States $ 21,758 $ 23,142 Mexico 6,471 5,728 Dominican Republic 1,445 2,105 $ 29,674 $ 30,975 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Remington On November 6, 2019, we completed the acquisition of Remington Lodging’s hotel management business and Marietta for $275 million in consideration in the form of 11,000,000 shares of Series D Convertible Preferred Stock of Ashford Inc. Remington provides hotel management services primarily to hotels owned by Ashford Trust and Braemar. Hotel management services consist of hotel operations, sales and marketing, revenue management, budget oversight, guest service, asset maintenance (not involving capital expenditures) and related services. The results of operations of Remington are included in our condensed consolidated financial statements from the date of acquisition. Marietta leases a single hotel and convention center property in Marietta, Georgia, from the City of Marietta and earns revenues from the operation of this hotel property. The hotel property is managed by Remington as part of the Hilton brand of hotels and offers hotel and conference center services. Marietta’s revenue and operating expenses are included in “other” revenue and “other” operating expenses, respectively, in the condensed consolidated statements of operations. The lease, which expires on December 31, 2054, was classified as a finance lease. The right-of-use asset was adjusted at the acquisition date by approximately $4.2 million for favorable lease terms compared to market terms. The results of operations of Marietta are included in our condensed consolidated financial statements from the date of acquisition. The acquisition of Remington 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 Remington 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. As of March 31, 2020 , we have finalized the valuation of the acquired assets and liabilities associated with the acquisition. The final fair value analysis resulted in a $40.9 million adjustment to reduce the value of the acquired management contracts to their estimated fair value and a corresponding increase to goodwill on our consolidated balance sheet during the first quarter of 2020. We also recorded an adjustment of approximately $10.3 million to reduce the deferred tax liability and a corresponding decrease to goodwill. Additionally, the purchase price adjustment related to working capital was finalized and paid in the first quarter of 2020 resulting in a $ 1.3 million increase in the fair value of the purchase price. The fair value of the purchase price and final allocation of the purchase price are as follows (in thousands): Series D Convertible Preferred Stock $ 275,000 Preferred stock discount (2,550 ) Working capital adjustments 1,341 Total fair value of purchase price $ 273,791 Fair Value Estimated Useful Life Current assets including cash $ 27,661 Assets acquired under finance leases (1) 44,294 35 years Property and equipment, net 466 Operating lease right-of-use assets 24,649 Goodwill 175,653 Trademarks 10,400 Management contracts 107,600 22 years Total assets acquired 390,723 Current liabilities 23,740 Finance lease liabilities, current 331 Operating lease liabilities, current 2,038 Deferred tax liability 28,439 Finance lease liabilities, non-current 39,773 Operating lease liabilities, non-current 22,611 Total assumed liabilities 116,932 Net assets acquired $ 273,791 (1) Assets acquired under finance leases are included in “property and equipment, net.” We do not expect any 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 growth opportunities to expand Remington’s hotel management services to third-party owners in the hospitality industry. Results of Remington The results of operations of Remington have been included in our results of operations since the acquisition date. Our condensed consolidated statement of operations for the three months ended March 31, 2020 include total revenues from Remington of $70.5 million . In addition, our condensed consolidated statement of operations for the three months ended March 31, 2020 include net loss from Remington of $127.3 million which includes goodwill impairment of $121.0 million and impairment of trademarks of $5.5 million . The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2019, are included below under “Pro Forma Financial Results.” Sebago 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. owns an approximately 84% interest in the common equity of RED. 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 on July 18, 2019, subject to a six month stock consideration collar which the Company settled in the first quarter of 2020 with a cash payment of $1.0 million to the sellers of Sebago. 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. The acquisition of Sebago 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 Sebago 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 marine vessels 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): Cash $ 2,500 Less working capital adjustments (74 ) Fair value of Ashford Inc. common stock issued 4,547 Purchase price consideration $ 6,973 Fair Value Estimated Useful Life Current assets $ 76 Marine vessels 2,220 20 years FF&E 1,530 20 years Operating lease right-of-use assets 391 Goodwill 1,235 Trademarks 490 Boat slip rights 3,100 20 years Total assets acquired 9,042 Current liabilities 291 Noncurrent liabilities 1,778 Total assumed liabilities 2,069 Net assets acquired $ 6,973 We expect approximately $1.2 million of the goodwill balance to be deductible by Ashford Inc. for tax purposes. The qualitative factors that make up the recorded goodwill include value associated with an assembled workforce and value attributable to expanding Sebago’s operations through our relationship with RED. Results of Sebago The results of operations of Sebago have been included in our results of operations since the acquisition date. Our condensed consolidated statements of operations for the three months ended March 31, 2020 , include total revenues from Sebago of $1.4 million . In addition, our condensed consolidated statements of operations for the three months ended March 31, 2020 , include net loss from Sebago of $9,000 . The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2019, are included below under “Pro Forma Financial Results.” BAV On March 1, 2019, JSAV acquired a privately-held company, 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% . Pursuant to the asset purchase agreement, as amended on September 24, 2019, the purchase price consisted of: (i) $5.0 million in cash (excluding working capital adjustments) funded by an existing JSAV term loan; (ii) $3.5 million in the form of Ashford Inc. common stock consisting of 61,387 shares issued on March 1, 2019, which was determined based on a 30-Day VWAP of $57.01 and had an estimated fair value of approximately $3.7 million as of the acquisition date; (iii) $500,000 payable in cash or Ashford Inc. common stock at our sole discretion to be issued 18 months after the acquisition date, subject to certain conditions; and (iv) 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. In the first quarter of 2020, BAV achieved the maximum contingent consideration related performance target allowed resulting in a liability of $3.0 million being recorded in “other liabilities” in our condensed consolidated balance sheets. Additionally, the transaction included a stock consideration collar with potential settlements at 12 months , 15 months and 18 months after the acquisition date dependent upon the 30-Day VWAP of Ashford Inc.’s common stock on each respective settlement 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 within “other” operating expenses in our consolidated statements of operations. See notes 7 and 17 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. As of March 31, 2020 , we have finalized the valuation of the acquired assets and liabilities associated with the acquisition. The fair value of the purchase price and final 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 Consideration payable 500 Fair value of contingent consideration 1,384 Purchase price consideration $ 9,899 Fair Value Estimated Useful Life Current assets $ 754 FF&E 1,983 5 years Operating lease right-of-use assets 165 Goodwill 4,827 Trademarks 440 Customer relationships 2,800 15 years Total assets acquired 10,969 Current liabilities 639 Noncurrent liabilities 431 Total assumed liabilities 1,070 Net assets acquired $ 9,899 We expect approximately $4.8 million of the goodwill balance to be deductible by Ashford Inc. 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 months ended March 31, 2020 and 2019, include total revenues from BAV of $2.8 million and $1.7 million , respectively. In addition, our condensed consolidated statements of operations for the three months ended March 31, 2020 and 2019, include net income from BAV of $606,000 and $253,000 , respectively. The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2019, 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 Remington, Sebago and BAV acquisitions had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2019, and the removal of $406,000 and $750,000 of transaction costs directly attributable to the acquisitions for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Total revenue $ 133,842 $ 146,790 Net income (loss) (177,834 ) 1,085 Net income (loss) attributable to common stockholders (185,919 ) (7,639 ) |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Impairment of Goodwill and Intangible Assets —During the first quarter of 2020, as a result of our reduced cash flow projections and the significant decline in our market capitalization as a result of the COVID-19 pandemic, we concluded that sufficient indicators existed to require us to perform an interim quantitative assessment of goodwill and intangible assets. As a result, we recorded goodwill impairment charges of $170.6 million and intangible asset impairment charges of $7.6 million . During the first quarter of 2020, we recognized goodwill impairment charges of $170.6 million , of which $121.0 million related to our Remington segment, and $49.5 million related to our Premier segment. We engaged a third-party valuation expert to assist us in performing an interim quantitative assessment to determine whether it was more likely than not that the carrying value of goodwill in our reporting units was impaired as of March 31, 2020. The fair value estimates for all reporting units were based on a blended analysis of the present value of future discounted cash flows and the market value approach . See note 7. Based on our quantitative assessment, we determined that the fair values of Remington and Premier were less than the carrying values of these reporting units. The carrying value of Remington was reduced by a $5.5 million impairment of the Remington trademarks prior to assessing goodwill for impairment. The excess carrying value of Remington and Premier over the estimate of fair value was recorded in “impairment” on our condensed consolidated statements of operations. As of March 31, 2020 , our Remington segment had $54.6 million goodwill remaining and our Premier segment had no goodwill remaining. Intangible Assets During the first quarter of 2020, we engaged a third-party valuation expert to assist in determining the fair value of our indefinite-lived trademarks. We recognized intangible asset impairment charges of $7.6 million related to trademarks within our Remington and JSAV segments which resulted from changes in estimated future revenues. The Remington and JSAV trademarks were written down to $4.9 million and $1.5 million , respectively, based on a valuation using the relief-from-royalty method . The changes in the carrying amount of goodwill for the three months ended March 31, 2020 , are as follows (in thousands): Remington Premier JSAV Corporate and Other Consolidated Balance at December 31, 2019 $ 143,854 $ 49,524 $ 10,211 $ 2,017 $ 205,606 Changes in goodwill: Adjustments (1) 31,800 — — — 31,800 Impairments (2) (121,048 ) (49,524 ) — — (170,572 ) Balance at March 31, 2020 $ 54,606 $ — $ 10,211 $ 2,017 $ 66,834 ________ (1) The adjustment to Remington goodwill relates to changes in our final valuation of the acquired assets and liabilities associated with the acquisition of Remington. See note 4 . (2) See explanation of impairment charges above. Intangible assets, net as of March 31, 2020 and December 31, 2019 , are as follows (in thousands): March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts $ 107,600 $ (5,762 ) $ 101,838 $ 148,500 $ (2,436 ) $ 146,064 Premier management contracts 194,000 (19,980 ) 174,020 194,000 (16,830 ) 177,170 JSAV customer relationships 9,319 (2,453 ) 6,866 9,319 (2,173 ) 7,146 RED boat slip rights 3,100 (109 ) 2,991 3,100 (70 ) 3,030 Pure Wellness customer relationships 175 (105 ) 70 175 (96 ) 79 Other 47 (7 ) 40 44 (3 ) 41 $ 314,241 $ (28,416 ) $ 285,825 $ 355,138 $ (21,608 ) $ 333,530 Gross Carrying Amount Impairment Net Carrying Amount Gross Carrying Amount Impairment Net Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 10,400 $ (5,500 ) $ 4,900 $ 10,300 $ — $ 10,300 JSAV trademarks 3,641 (2,141 ) 1,500 3,641 — 3,641 RED trademarks 490 — 490 490 — 490 $ 14,531 $ (7,641 ) $ 6,890 $ 14,431 $ — $ 14,431 Amortization expense for definite-lived intangible assets was $6.8 million and $3.0 million for the three months ended March 31, 2020 and 2019, respectively. The useful lives of our customer relationships range from 5 to 15 years. Our Remington management contracts, Premier management contracts and boat slip rights intangible assets were assigned useful lives of 22 , 30 , and 20 years, respectively. |
Notes Payable, net
Notes Payable, net | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 December 31, 2019 Term loan (7) Ashford Inc. March 19, 2024 Base Rate (1) + 2.00% to 2.25% or LIBOR (2) + 3.00% to 3.25% $ 35,000 $ 10,000 Term loan (5) (8) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 12,300 12,642 Revolving credit facility (5) (8) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 135 2,599 Equipment note (5) (9) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 6,017 3,393 Draw term loan (5) (9) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 1,700 1,750 Revolving credit facility (5) (10) Pure Wellness On demand Prime Rate (4) + 1.00% 40 45 Term loan (6) (11) RED April 5, 2025 Prime Rate (4) + 1.75% 581 605 Revolving credit facility (6) (12) RED May 5, 2020 Prime Rate (4) + 1.75% 246 106 Draw term loan (6) (13) RED December 5, 2026 Prime Rate (4) + 1.75% 1,375 1,400 Term loan (6) (14) RED February 1, 2029 Prime Rate (4) + 2.00% 1,592 1,636 Term loan (5) (15) RED July 17, 2029 6.0% (16) 1,663 1,674 Term loan (5) (16) RED July 17, 2022 6.5% 900 960 Draw term loan (5) (17) RED February 5, 2028 Prime Rate (4) + 2.00% 1,575 — Notes payable 63,124 36,810 Less deferred loan costs, net (673 ) (227 ) Notes payable less net deferred loan costs 62,451 36,583 Less current portion (57,944 ) (3,550 ) Notes payable, net - non-current $ 4,507 $ 33,033 __________________ (1) Base Rate, as defined in the term loan 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 0.99% and 1.76% at March 31, 2020 and December 31, 2019 , respectively. (4) Prime Rate was 3.25% and 4.75% at March 31, 2020 and December 31, 2019 , respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) On March 19, 2020, the Company amended and restated the senior revolving credit facility pursuant to a Fourth Amendment to the Term Loan Agreement. The Company converted and consolidated the existing $10 million borrowing under the senior revolving credit facility (which had been borrowed on a revolving basis) into a term loan and drew down the remaining $25 million balance of the senior revolving credit facility, borrowing $35 million under the term loan in the aggregate. The Term Loan Agreement has a four year term and a maximum principal amount of $35 million . Principal payments of 1.25% of the outstanding balance are payable on the last business day of each fiscal quarter commencing June 30, 2020. Principal payment amounts are subject to maintaining a fixed charge coverage ratio below specified thresholds which if not met increase the principal payment due each quarter from 1.25% to 5.0% of the outstanding principal balance. The Company is also subject to certain financial covenants. See covenant compliance discussion below. (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 March 31, 2020 and December 31, 2019 , was not material. (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 April 6, 2017 , Pure Wellness entered into a $100,000 line of credit. (11) On March 23, 2018, RED entered into a term loan of $750,000 . (12) On February 28, 2019, RED renewed its $250,000 revolving credit facility. (13) On February 27, 2019, RED entered into a draw term loan in the amount of $1.4 million . (14) On August 31, 2018, RED entered into a term loan of $1.8 million . (15) On July 18, 2019, in connection with the acquisition of Sebago, RED entered into a term loan of $1.7 million . The interest rate for the term loan is 6.0% for the first five years . After five years , the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0% . (16) On July 18, 2019, in connection with the acquisition of Sebago, RED entered into a term loan of $1.1 million . (17) On March 24, 2020, RED entered into a draw term loan with a maximum aggregate principal amount of $1.9 million . The draw term loan requires payment of interest only until March 5, 2021. We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in our inability to borrow unused amounts under our lines of credit, even if repayment of some or all of our borrowings is not required. As of March 31, 2020 , the Company’s consolidated net worth was less than $23.2 million , which resulted in a breach of a financial covenant related to our Term Loan Agreement. Effective June 23, 2020, the Company and Bank of America N.A. executed the Fifth Amendment to the Term Loan Agreement . The Fifth Amendment (a) establishes a 0.50% LIBOR floor, (b) eliminates the consolidated net worth financial covenant, and (c) waives the violation of the consolidated net worth financial covenant that occurred on March 31, 2020. As of March 31, 2020 , our subsidiaries were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended. However, there can be no guarantee that our subsidiaries’ will remain in compliance for the remainder of the fiscal year. Due to the significant negative impact of COVID-19 on the operations of our subsidiaries, we expect that within the next twelve months, our JSAV and RED subsidiaries will violate debt covenants pursuant to certain existing debt agreements which have no recourse to Ashford Inc. As a result, JSAV and RED may be required to immediately repay debt balances of $20.2 million and $2.6 million , respectively, which have therefore been classified as current liabilities within our condensed consolidated balance sheet as of March 31, 2020 . The JSAV and RED subsidiary loans, which are expected to violate debt covenants, are secured by the respective subsidiary’s tangible assets. All of our subsidiaries’ debt has no recourse to Ashford Inc. with the exception of $3.8 million of debt held by the entity that conducts RED’s legacy U.S. Virgin Islands operations which is currently not expected to violate debt covenants. See notes 1 and 17. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our assets and liabilities 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 March 31, 2020 Assets Restricted Investment: Ashford Trust common stock $ 259 (2) $ — $ — $ 259 Braemar common stock 81 (2) — — 81 Total $ 340 $ — $ — $ 340 Liabilities Contingent consideration $ (2,072 ) (1) $ — $ — $ (2,072 ) Subsidiary compensation plan — (42 ) (2) — (42 ) Deferred compensation plan (1,150 ) — — (1,150 ) Total $ (3,222 ) $ (42 ) $ — $ (3,264 ) Net $ (2,882 ) $ (42 ) $ — $ (2,924 ) __________________ (1) Represents the fair value of the contingent consideration liability of $2.1 million related to the stock consideration collar associated with JSAV’s acquisition of BAV. The contingent consideration liabilities are reported as “other liabilities” in our condensed consolidated balance sheets. See notes 1 and 4 . (2) The assets acquired in our acquisition of Remington Lodging included shares of common stock of Ashford Trust and Braemar purchased by Remington Lodging on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through March 31, 2020, which are exercisable upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2019 Assets Restricted Investment: Ashford Trust common stock $ 768 (3) $ — $ — $ 768 Braemar common stock 427 (3) — — 427 Total $ 1,195 $ — $ — $ 1,195 Liabilities Contingent consideration $ (2,668 ) (1) $ — $ (2,959 ) (2) $ (5,627 ) Subsidiary compensation plan — (415 ) (3) — (415 ) Deferred compensation plan (4,729 ) — — (4,729 ) Total $ (7,397 ) $ (415 ) $ (2,959 ) $ (10,771 ) Net $ (6,202 ) $ (415 ) $ (2,959 ) $ (9,576 ) __________________ (1) Represents the fair value of the contingent consideration liability of $1.6 million related to the stock consideration collar associated with JSAV’s acquisition of BAV and $1.0 million related to the stock consideration collar associated with RED’s acquisition of Sebago. The contingent consideration liabilities related to BAV and Sebago are reported as “other liabilities” in our consolidated balance sheets. See notes 1 and 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, which is reported within “other liabilities” in our consolidated balance sheets. See notes 1 and 4 . (3) The assets acquired in our acquisition of Remington Lodging included shares of common stock of Ashford Trust and Braemar purchased by Remington Lodging on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2019, which are exercisable upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. The following tables presents the rollforward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability Balance at December 31, 2019 $ (2,959 ) Acquisitions — Gains (losses) included in earnings (1) (41 ) Dispositions and settlements — Transfers into/out of Level 3 (2) 3,000 Balance at March 31, 2020 $ — __________________ (1) Reported as “other” operating expense in our condensed consolidated statements of operations. (2) Includes JSAV’s contingent consideration associated with the acquisition of BAV in March of 2019. As of March 31, 2020, BAV fully achieved the operating performance targets during the earn-out period, in accordance with the applicable agreement. The final liability owed to the sellers of BAV is reported in our condensed consolidated balance sheets within “other liabilities”. Assets Measured at Fair Value on a Non-recurring Basis Our non-financial assets, such as goodwill, indefinite-lived intangible assets and long-lived assets are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. Goodwill During the first quarter of 2020, we recognized goodwill impairment charges of $170.6 million , of which $121.0 million related to our Remington segment, and $49.5 million related to our Premier segment. As a result of our reduced cash flow projections and the significant decline in our market capitalization due to the COVID-19 pandemic, we concluded that sufficient indicators existed to require us to perform an interim quantitative assessment of goodwill as of March 31, 2020, in which we compared the fair value of the reporting units to their carrying value. We engaged a third-party valuation expert to assist us in performing this assessment. The fair value estimates for all reporting units were based on a blended analysis of the present value of future discounted cash flows and the market value approach , Level 3 inputs. The significant estimates used in the discounted cash flows model included our weighted average cost of capital, projected cash flows and the long-term rate of growth. Our cash flow assumptions were based on the actual historical performance of the reporting unit and took into account the recent severe and continued weakening of operating results as well as the anticipated rate of recovery due to the COVID-19 pandemic. The projected cash flows were based on management’s expectation of the timing of recovery from the economic downturn under various scenarios. The significant estimates used in the market approach model included identifying public companies engaged in businesses that are considered comparable to those of the reporting unit and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the first quarter of 2020. As of March 31, 2020 , our Remington segment had $54.6 million goodwill remaining and our Premier segment had no goodwill remaining. We may continue to record impairment charges in the future due to the long-term economic impact and near-term financial impacts of the COVID-19 pandemic. Indefinite-Lived Intangible Assets As a result of our reduced cash flow projections and the significant decline in our market capitalization due to the COVID-19 pandemic, we concluded that sufficient indicators existed to require us to perform an interim quantitative assessment of intangible assets as of March 31, 2020. During the first quarter of 2020, we engaged a third-party valuation expert to assist in determining the fair value of our indefinite-lived trademarks. We recognized intangible asset impairment charges of $7.6 million related to trademarks within our Remington and JSAV segments which resulted from changes in estimated future revenues. The Remington and JSAV trademarks were written down to $4.9 million and $1.5 million , respectively, based on a valuation using the relief-from-royalty method , which includes unobservable inputs including royalty rates and projected revenues. Long-Lived Assets Long-lived assets include property and equipment, finance and operating lease assets, and definite-lived intangible assets which primarily include Remington and Premier management contracts, JSAV customer relationships and RED boat slip rights resulting from our acquisitions. We performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset to its carrying value. The undiscounted cash flows exceeded the carrying value and therefore the assets were not impaired as of March 31, 2020 , and no further evaluation was required. Effect of Fair Value Measured Assets and Liabilities on Our Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized Three Months Ended March 31, 2020 2019 Assets Restricted investment: (1) Ashford Trust common stock $ (214 ) $ — Braemar common stock (161 ) — Goodwill (170,572 ) — Intangible assets, net (7,641 ) — Total $ (178,588 ) $ — Liabilities Contingent consideration (2) $ (463 ) $ (18 ) Subsidiary compensation plan (3) 202 — Deferred compensation plan (3) 3,577 (740 ) Total $ 3,316 $ (758 ) Net $ (175,272 ) $ (758 ) __________________ (1) Represents the realized loss on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. (2) Represents the changes in fair value of the contingent consideration liabilities related to the achievement of certain performance targets and stock consideration collars associated with the acquisition of BAV. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations. See note 4 . (3) Reported as a component of “salaries and benefits” in our condensed consolidated statements of operations. Restricted Investment The historical cost and approximate fair values, together with gross unrealized gains and losses, of securities restricted for use in our subsidiary compensation plan are as follows (in thousands): Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: March 31, 2020 Equity securities (1) $ 1,196 $ — $ (856 ) $ 340 __________________ (1) Distribution of $171,000 of available-for-sale securities were recognized in the three months ended March 31, 2020 . Unrealized losses of $856,000 associated with the available-for-sale securities are included within “accumulated other comprehensive income” in our condensed consolidated balance sheets. Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: December 31, 2019 Equity securities (1) $ 1,309 $ — $ (114 ) $ 1,195 __________________ (1) No distributions of available-for-sale securities occurred as of December 31, 2019 . Unrealized losses of $114,000 associated with the available-for-sale securities included within “accumulated other comprehensive income” in our condensed consolidated balance sheets. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 340 $ 340 $ 1,195 $ 1,195 Financial liabilities measured at fair value: Deferred compensation plan $ 1,150 $ 1,150 $ 4,729 $ 4,729 Contingent consideration 2,072 2,072 5,627 5,627 Financial assets not measured at fair value: Cash and cash equivalents $ 54,906 $ 54,906 $ 35,349 $ 35,349 Restricted cash 20,671 20,671 17,900 17,900 Accounts receivable, net 14,949 14,949 7,241 7,241 Due from affiliates 121 121 357 357 Due from Ashford Trust 1,280 1,280 4,805 4,805 Due from Braemar 891 891 1,591 1,591 Investments in unconsolidated entities 3,712 3,712 3,476 3,476 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 29,550 $ 29,550 $ 39,160 $ 39,160 Dividends payable 7,875 7,875 4,725 4,725 Due to affiliates 1,828 1,828 1,011 1,011 Other liabilities 21,071 21,071 13,868 13,868 Notes payable 63,124 58,277 to 64,411 36,810 34,705 to 38,359 Restricted investment. These financial assets are carried at fair value based on based on quoted market prices of the underlying investments. This is considered a Level 1 valuation technique. 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 agreements and any changes to fair value are recorded in “other” operating expenses in our condensed consolidated statements of operations. See note 7 . 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, due from Braemar, 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. See note 2. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitment — As of March 31, 2020 , we had approximately $11.4 million of remaining purchase commitments related to our Ashford Trust ERFP Agreement which, under the Extension Agreement, must be fulfilled by December 31, 2022. Contingent Consideration — We had total acquisition-related contingent consideration liabilities outstanding of approximately $5.1 million and $5.6 million as of March 31, 2020 and December 31, 2019, respectively, primarily related to achievement of certain performance targets and stock consideration collars. See notes 4 and 17 . 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 (Deficit)
Equity (Deficit) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity (Deficit) | Equity (Deficit) Shareholder Rights Plan —On March 13, 2020, our board of directors adopted a shareholder rights plan (the “2020 Rights Agreement”). The 2020 Rights Agreement is intended to improve the bargaining position of our board of directors in the event of an unsolicited offer to acquire our outstanding shares of common stock. Pursuant to the 2020 Rights Agreement, our board of directors declared a dividend of one preferred share purchase right (a “Right”) payable on March 23, 2020, for each outstanding share of common stock, par value $0.001 per share, outstanding on March 23, 2020 to the stockholders of record on that date. Each Right initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series E Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $275 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The Rights become exercisable upon certain conditions, as defined in the rights agreement. At any time prior to the time any person or group becomes an Acquiring Person, as defined in the rights agreement, the board of directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. The value of the Rights is de minimis . 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 March 31, 2020 2019 (Income) loss allocated to noncontrolling interests: OpenKey 119 177 RED (10 ) (34 ) Pure Wellness 35 20 Other 16 — Total net (income) loss allocated to noncontrolling interests $ 160 $ 163 |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings $ 336 $ 4 JSAV (19 ) (227 ) OpenKey 123 202 Total net (income) loss allocated to redeemable noncontrolling interests $ 440 $ (21 ) Convertible Preferred Stock —Our convertible preferred stock is 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. On November 6, 2019, we completed the acquisition of Remington Lodging’s hotel management business and Marietta for $275 million , payable by the issuance of $275 million of a new Ashford Inc. Series D Convertible Preferred Stock. In the previous transaction for Remington Lodging’s project management business, the sellers received $203 million of Maryland Ashford’s Series B Convertible Preferred Stock. For the transaction involving Remington Lodging’s hotel management business, that $203 million of Maryland Ashford’s Series B Convertible Preferred Stock was exchanged, pursuant to a merger transaction whereby Maryland Ashford became our wholly-owned subsidiary, 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, was outstanding). Each share of Series D Convertible Preferred Stock: (i) has a liquidation value of $25 per share; (ii) accrues cumulative preferred dividends at the rate of: (a) 6.59% per annum until November 6, 2020; (b) 6.99% per annum from November 6, 2020 until November 6, 2021; and (c) 7.28% per annum thereafter, (iii) will participate in any dividend or distribution on the common stock in addition to the preferred dividends; (iv) is convertible into voting common stock at $117.50 per share; and (v) provides for customary anti-dilution protections. In the event the Company fails to pay the accrued preferred dividends on the Series D Convertible Preferred Stock for two consecutive quarterly periods (a “Preferred Stock Breach”), then until such arrearage is paid in cash in full: (A) the dividend rate on the Series D Convertible Preferred Stock will increase to 10.00% per annum until no Preferred Stock Breach exists; (B) no dividends may be declared and paid, and no other distributions or redemptions may be made, on the Company’s common stock; and (C) the Board will be increased by two seats and the holders of 55% of the outstanding Series D Convertible Preferred Stock will be entitled to fill such newly created seats. The Series D Convertible Preferred Stock is held primarily by Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, Mr. Archie Bennett, Jr., who is Mr. Monty J. Bennett’s father, one of our other executive officers and several other individuals. To the extent not paid on April 15, July 15, October 15 and January 15 of each calendar year in respect of the quarterly periods ending on March 31, June 30, September 30 and December 31, respectively (each such date, a “Dividend Payment Date”), all accrued dividends on any share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board or funds are legally available thereof and shall remain accumulated, compounding dividends until paid in cash pursuant hereto or converted to common shares. The Series D Convertible Preferred Stock is entitled to vote alongside our voting common stock on an as-converted basis, subject to applicable voting limitations. So long as any shares of Series D Convertible Preferred Stock are outstanding, the Company is prohibited from taking specified actions without the consent of the holders of 55% of the outstanding Series D Convertible Preferred Stock, including: (i) modifying the terms, rights, preferences, privileges or voting powers of the Series D Convertible Preferred Stock; (ii) altering the rights; preferences or privileges of any capital stock of the Company so as to affect adversely the Series D Convertible Preferred Stock; (iii) issuing any security senior to the Series D Convertible Preferred Stock, or any shares of Series D Convertible Preferred Stock other than pursuant to the Combination Agreement dated May 31, 2019 between us, the Bennetts, Remington Holdings, L.P. and certain other parties, as amended (the “Combination Agreement”); (iv) entering into any agreement that expressly prohibits or restricts the payment of dividends on the Series D Convertible Preferred Stock or the common stock of the Company or the exercise of the Change of Control Put Option (as defined in the Combination Agreement); or (v) other than the payment of dividends on the Series D Convertible Preferred Stock or payments to purchase any of the Series D Convertible Preferred Stock, transferring all or a substantial portion of the Company’s or its subsidiaries’ cash balances or other assets to a person other than the Company or its subsidiaries, other than by means of a dividend payable by the Company pro rata to the holders of the Company common stock (together with a corresponding dividend payable to the holders of the Series D Convertible Preferred Stock). After June 30, 2026, we will have the option to purchase all or any portion of the Series D Convertible Preferred Stock, in $25.0 million increments, on a pro rata basis among all holders of the Series D Convertible Preferred Stock (subject to the ability of the holders to provide for an alternative allocation amongst themselves), at a price per share equal to: (i) $25.125 ; plus (ii) all accrued and unpaid dividends (provided any holder of Series D Convertible Preferred Stock shall be entitled to exercise its right to convert its shares of Series D Convertible Preferred Stock into common stock not fewer than five business days before such purchase is scheduled to close). Under the applicable authoritative accounting guidance, the increasing dividend rate feature of the Series D Convertible Preferred Stock results in a discount that must be reflected in the fair value of the preferred stock, which was reflected in “Series D Convertible Preferred Stock, net of discount” on our condensed consolidated balance sheets. For the three months ended March 31, 2020 and 2019 , we recorded $810,000 and $491,000 , respectively, of amortization related to preferred stock discounts. On March 16, 2020, the Company announced that the Board had declared and the Company would pay 50% of the cumulative preferred dividend which was due with respect to its Series D Convertible Preferred Stock for the first quarter of 2020. All dividends incurred, declared and undeclared, are recorded as expense in the period incurred in our condensed consolidated statements of operations. Unpaid dividends, declared and undeclared, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable”. Declared convertible preferred stock cumulative dividends for all issued and outstanding shares were as follows: Three Months Ended March 31, 2020 2019 Preferred dividends - declared $ 3,938 $ 2,791 Preferred dividends per share - declared 0.2060 0.3438 Undeclared convertible preferred stock cumulative dividends for all issued and outstanding shares were as follows: Three Months Ended March 31, 2020 2019 Preferred dividends - undeclared $ 3,937 $ — Preferred dividends per share - undeclared 0.2059 — |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation expense is primarily recorded in “salaries and benefits expense” and REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” in our condensed consolidated statements of operations. The components of equity-based compensation expense for the three months ended March 31, 2020 and 2019 are presented below by award type (in thousands): Three Months Ended March 31, 2020 2019 Equity-based compensation Stock option amortization (1) $ 2,089 $ 2,151 Employee equity grant expense (2) 105 — Director and other non-employee equity grants expense (3) (145 ) 7 Total equity-based compensation $ 2,049 $ 2,158 Other equity-based compensation REIT equity-based compensation (4) $ 6,891 $ 5,868 $ 8,940 $ 8,026 ________ (1) As of March 31, 2020 , the Company had approximately $8.5 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.0 years . (2) As of March 31, 2020 , the Company had approximately $2.7 million of total unrecognized compensation expense related to restricted shares that will be recognized over a weighted average period of 2.9 years . (3) Grants of restricted stock units to independent directors and other non-employees are recorded at fair value based on the market price of our shares at grant date, and this amount is expensed in “general and administrative” expense. See “Equity-based Compensation” in note 2 . (4) REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” and is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to our officers and employees. See notes 2 and 14 . |
Deferred Compensation Plan
Deferred Compensation Plan | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 Change in fair value Unrealized gain (loss) $ 3,577 $ (740 ) Distributions Fair value (1) $ 2 $ 46 Shares (1) — 1 ________ (1) Distributions made to one participant. As of March 31, 2020 and December 31, 2019 the carrying value of the DCP liability was $1.2 million and $4.7 million , respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
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. Ashford Trust — We are a party to an amended and restated advisory agreement, as amended, with Ashford Trust and Ashford Trust OP. In addition, Premier is party to a master project management agreement with Ashford Trust OP and Ashford TRS Corporation, a subsidiary of Ashford Trust OP, and certain of its affiliates (collectively, “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. On March 20, 2020, we amended the master project management agreement to provide that Premier's fees shall be paid by Ashford Trust to Premier upon the completion of any work provided by third party vendors to Ashford Trust. Further, Ashford Trust entered into hotel master management agreements with Remington Lodging (then wholly-owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.) governing the terms of Remington Lodging’s provision of hotel management services and project management services with respect to hotels owned or leased by Ashford Trust in 2003, as amended, and 2006. In connection with the Company’s acquisition of Premier from Remington Lodging in August 2018, Ashford Trust amended and restated the original hotel master management agreement to provide only for hotel management services to be provided to Ashford Trust’s TRSs by Remington Lodging by entering into the Consolidated, Amended and Restated Hotel Master Management Agreement dated as of August 8, 2018, which agreement we refer to below as the “Ashford Trust master hotel management agreement.” In connection with the Company’s subsequent acquisition of Remington Lodging on November 6, 2019, Remington Lodging became a subsidiary of the Company, and the Ashford Trust master hotel management agreement between Remington Lodging and Ashford Trust remains in effect. Ashford Trust pays the Company a monthly hotel management fee equal to the greater of $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met and other general and administrative expense reimbursements. Under the original terms of the Ashford Trust master hotel management agreement, Ashford Trust paid us on the fifth day of each month for the base fees in the preceding month. On March 13, 2020, Ashford Trust entered into the Ashford Trust Hotel Management Letter Agreement with the Company. In order to allow the Company to better manage our corporate working capital and to ensure the continued efficient operation of Ashford Trust’s hotels, Ashford Trust agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Ashford Trust Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by Ashford Trust. On March 20, 2020, Lismore Capital LLC (“Lismore”), a wholly owned subsidiary of the Company, entered into an agreement to seek modifications, forbearances or refinancings of Ashford Trust’s loans (the “Ashford Trust Agreement”). Pursuant to the Ashford Trust Agreement, Lismore shall, during the term of the agreement (which commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Ashford Trust on not less than thirty days written notice) negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Ashford Trust’s hotels. For the purposes of the Ashford Trust Agreement, financing shall include, without limitation, senior or subordinate loan financing, provided in any single transaction or a combination of transactions, including, mortgage loan financing, mezzanine loan financing, or subordinate loan financing encumbering the applicable hotel or unsecured loan financing. In connection with the services provided by Lismore, Lismore shall be paid an advisory fee of up to 50 basis points ( 0.50% ) of the aggregate amount of the modifications, forbearances or refinancings, of Ashford Trust’s mortgage and mezzanine debt (the “Ashford Trust Financings”) calculated and payable as follows: (i) 0.125% of the aggregate amount of potential Ashford Trust Financings upon execution of the Ashford Trust Agreement; (ii) 0.125% payable in six equal installments beginning April 20, 2020 and ending on September 20, 2020; provided, however, in the event Ashford Trust does not complete, for any reason, Ashford Trust Financings during the term of the Ashford Trust Agreement equal to or greater than $4,114,740,601 , then Ashford Trust shall offset, against any fees owed by Ashford Trust or its affiliates pursuant to the advisory agreement, a portion of the fee paid by Ashford Trust to Lismore pursuant to this section equal to the product of (x) the amount of Ashford Trust Financings completed during the term of the Ashford Trust Agreement minus $4,114,740,601 multiplied by (y) 0.125% ; and (iii) 25 basis points ( 0.25% ) payable upon the acceptance by the applicable lender of any Ashford Trust Financing. As of March 31, 2020, the $5.0 million initial amount is recognized as deferred revenue, which will be recognized over the twelve month term, and a receivable in our condensed consolidated financial statements. The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Three Months Ended March 31, 2020 2019 REVENUE BY TYPE Advisory services revenue: Base advisory fee $ 8,917 $ 8,045 Hotel management: Base management fees (1) 5,693 — Project management revenue (2) 3,082 4,016 Audio visual revenue (3) — — Other revenue Debt placement fees (4) 128 1,079 Claims management services (5) 19 11 Lease revenue (6) — 946 Other services (7) 450 467 Total other revenue 597 2,503 Cost reimbursement revenue $ 68,073 $ 7,610 Total revenues $ 86,362 $ 22,174 REVENUE BY SEGMENT (8) REIT advisory $ 15,608 $ 15,689 Remington 65,535 — Premier 3,942 4,939 OpenKey 99 28 Corporate and other 1,178 1,518 Total revenues $ 86,362 $ 22,174 COST OF REVENUES Cost of audio visual revenues (3) $ 2,011 $ 1,684 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (3) $ 4,597 $ 3,823 ________ (1) Hotel management revenue is reported within our Remington segment. Base management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenues for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index).See note 3 for discussion of the hotel management revenue recognition policy. (2) 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. (3) 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. (4) Debt placement fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. . (5) Claims management services include revenues earned from providing insurance claim assessment and administration services. (6) In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust, we lease FF&E to Ashford Trust rent-free. Our ERFP leases entered into in 2018 commenced on December 31, 2018. Consistent with our accounting treatment prior to adopting ASU 2016-02, other revenue for the three months ended March 31, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made. (7) Other services revenue is primarily 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. (8) See note 16 for discussion of segment reporting. Braemar — We are also a party to an amended and restated advisory agreement with Braemar and Braemar OP. In addition, Premier is party to a master project management agreement with Braemar OP and Braemar TRS Yountville LLC, a limited liability company existing under the laws of the state of Delaware and wholly-owned subsidiary of Braemar OP (“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. On March 20, 2020, we amended the project management agreement to provide that Premier's fees shall be paid by Braemar to Premier upon the completion of any work provided by third party vendors to Braemar. In 2014, Braemar entered into a hotel master management agreement with Remington Lodging (then wholly-owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.) governing the terms of Remington Lodging’s provision of hotel management services and project management services with respect to hotels owned or leased by Braemar. In connection with the Company’s acquisition of Premier from Remington Lodging in August 2018, Braemar amended and restated the original hotel master management agreement to provide only for hotel management services to be provided to Braemar’s TRSs by Remington Lodging by entering into the Amended and Restated Hotel Master Management Agreement dated as of August 8, 2018, which agreement we refer to below as the “Braemar master hotel management agreement.” In connection with the Company’s subsequent acquisition of Remington Lodging on November 6, 2019, Remington Lodging became a subsidiary of the Company, and the Braemar master hotel management agreement between Remington Lodging and Braemar remains in effect. Braemar pays the Company a monthly hotel management fee equal to the greater of $14,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met and other general and administrative expense reimbursements. Under the original terms of the Braemar master hotel management agreement, Braemar paid us on the fifth day of each month for the base fees in the preceding month. On March 13, 2020, Braemar entered into the Braemar Hotel Management Letter Agreement with the Company. In order to allow the Company to better manage our corporate working capital and to ensure the continued efficient operation of Braemar’s hotels, Braemar agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Braemar Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by Braemar. On March 20, 2020, Lismore entered into an agreement to seek modifications, forbearances or refinancings of Braemar’s loans (the “Braemar Agreement”). Pursuant to the Braemar Agreement, Lismore shall, during the term of the agreement (which commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Braemar on not less than thirty days written notice) negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels. For the purposes of the Braemar Agreement, financing shall include, without limitation, senior or subordinate loan financing, provided in any single transaction or a combination of transactions, including, mortgage loan financing, mezzanine loan financing, or subordinate loan financing encumbering the applicable hotel or unsecured loan financing. In connection with the services provided by Lismore, Lismore shall be paid an advisory fee of up to 50 basis points ( 0.50% ) of the aggregate amount of the modifications, forbearances or refinancings, of Braemar’s mortgage and mezzanine debt (the “Braemar Financings”) calculated and payable as follows: (i) 0.125% of the aggregate amount of potential Braemar Financings upon execution of the Braemar Agreement; (ii) 0.125% payable in six equal installments beginning April 20, 2020 and ending on September 20, 2020; provided, however, in the event Braemar does not complete, for any reason, Braemar Financings during the term of the Braemar Agreement equal to or greater than $1,091,250,000 , then Braemar shall offset, against any fees owed by Braemar or its affiliates pursuant to the advisory agreement, a portion of the fee paid by Braemar to Lismore pursuant to this section equal to the product of (x) the amount of Braemar Financings completed during the term of the Braemar Agreement minus $1,091,250,000 multiplied by (y) 0.125% ; and (iii) 25 basis points ( 0.25% ) payable upon the acceptance by the applicable lender of any Braemar Financing. As of March 31, 2020, the $1.4 million initial amount is recognized as deferred revenue, which will be recognized over the twelve month term, and a receivable in our condensed consolidated financial statements. The following table summarizes the revenues related to Braemar (in thousands): Three Months Ended March 31, 2020 2019 REVENUE BY TYPE Advisory services revenue: Base advisory fee $ 2,620 $ 2,577 Incentive advisory fee (1) 170 170 Other advisory revenue (2) 129 128 Total advisory services revenue 2,919 2,875 Hotel management: Base management fees (3) 355 — Project management revenue (4) 743 2,371 Audio visual revenue (5) — — Other revenue Debt placement fees (6) — 275 Claims management services (7) 38 30 Lease revenue (8) — 84 Other services (9) 422 269 Total other revenue 460 658 Cost reimbursement revenue 6,870 2,314 Total revenues $ 11,347 $ 8,218 REVENUE BY SEGMENT (10) REIT advisory $ 5,346 $ 4,927 Remington 4,217 — Premier 1,093 2,747 OpenKey 60 20 Corporate and other 631 524 Total revenue $ 11,347 $ 8,218 COST OF REVENUES Cost of audio visual revenues (5) $ 447 $ 86 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 1,005 $ 183 ________ (1) Incentive advisory fee for the three months ended March 31, 2020 , includes the pro-rata portion of the third year installment of the 2018 incentive advisory fee, which will be paid in January 2021, and for the three months ended March 31, 2019 , includes the pro-rata portion of the second year installment of the 2018 incentive advisory fee, which was 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. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2019 and 2017 measurement periods. See note 3 . (2) 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. (3) Hotel management revenue is reported within our Remington segment. Base management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenues for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index).See note 3 for discussion of the hotel management revenue recognition policy. (4) 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. (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) Debt placement fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (7) Claims management services include revenues earned from providing insurance claim assessment and administration services. (8) In connection with our legacy key money transaction with Braemar which commenced prior to 2019, we lease FF&E to Braemar rent-free. Consistent with our accounting treatment prior to adopting ASU 2016-02, other revenue for the three months ended March 31, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made. (9) Other services revenue is primarily 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. (10) See note 16 for discussion of segment reporting. Other Related Party Transactions — On June 26, 2018, the Company entered into 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 Braemar ERFP Agreement (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 “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company will pay each 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 REIT’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. On September 25, 2019, the Company announced the formation of Ashford Securities to raise capital in order to grow the Company’s existing and future platforms. In conjunction with the formation of Ashford Securities, Ashford Trust and Braemar entered into a contribution agreement with Ashford Inc. in the third quarter of 2019 in which Ashford Trust and Braemar agreed to a combined contribution of up to $15.0 million to fund the operations of Ashford Securities. As of March 31, 2020, Ashford Trust and Braemar have funded approximately $2.5 million and $834,000 , respectively. The Company recognized $698,000 and $233,000 of cost reimbursement revenue from Ashford Trust and Braemar, respectively, in our condensed consolidated statements of operations for the three months ended March 31, 2020 . On March 16, 2020, the Company announced entry into the Extension Agreement, dated March 13, 2020 (the “Extension Agreement”), related to the Ashford Trust ERFP Agreement. Under the terms of the Extension Agreement, the remaining ERFP commitment funding deadline under the Ashford Trust ERFP Agreement of $11.4 million as of March 31, 2020 and December 31, 2019 , has been extended from January 22, 2021 to December 31, 2022. See note 9 . |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (177,640 ) $ 710 Less: Dividends on preferred stock, declared and undeclared (1) (7,875 ) (2,791 ) Less: Amortization of preferred stock discount (810 ) (491 ) Undistributed net income (loss) allocated to common stockholders (186,325 ) (2,572 ) Distributed and undistributed net income (loss) - basic $ (186,325 ) $ (2,572 ) Effect of incremental subsidiary shares — (202 ) Distributed and undistributed net income (loss) - diluted $ (186,325 ) $ (2,774 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,199 2,419 Effect of incremental subsidiary shares — 30 Weighted average common shares outstanding – diluted 2,199 2,449 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (84.73 ) $ (1.06 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (84.73 ) $ (1.13 ) ________ (1) For the three months ended March 31, 2020 , $3.9 million in cumulative unpaid dividends to holders of the Series D Convertible Preferred Stock were not declared by the Board. Undeclared dividends were deducted to arrive at net income attributable to common stockholders. 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 March 31, 2020 2019 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings (336 ) (4 ) Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock (104 ) 227 Dividends on preferred stock, declared and undeclared 7,875 2,791 Amortization of preferred stock discount 810 491 Total $ 8,245 $ 3,505 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 52 9 Effect of assumed exercise of stock options — 65 Effect of assumed conversion of Ashford Holdings units 4 4 Effect of incremental subsidiary shares 402 46 Effect of assumed conversion of preferred stock 4,068 1,450 Total 4,526 1,574 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Our operating segments include: (a) REIT Advisory, which provides asset management and advisory services to other entities, (b) Remington, which provides hotel management services, (c) Premier, which provides comprehensive and cost-effective design, development, architectural, and project management services, (d) JSAV, which provides event technology and creative communications solutions services, (e) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms, (f) RED, a provider of watersports activities and other travel and transportation services, (g) Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia, (h) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality industry, and (i) Lismore and REA Holdings, providers of debt placement, real estate advisory and brokerage services. For 2020, OpenKey, RED, Marietta, Pure Wellness and Lismore and REA Holdings 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 five reportable segments: REIT Advisory, Remington, Premier, JSAV and OpenKey. We combine the operating results of RED, Marietta, Pure Wellness and Lismore and REA Holdings into an “all other” sixth reportable segment, which we refer to as “Corporate and Other.” See footnote 3 for details of our segments’ material revenue generating activities. 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 months ended March 31, 2020 , and 2019 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 March 31, 2020 REIT Advisory Remington Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 11,836 $ — $ — $ — $ — $ — $ 11,836 Hotel management — 6,124 — — — — 6,124 Project management fees — — 3,938 — — — 3,938 Audio visual — — — 29,674 — — 29,674 Other 57 — — — 522 6,112 6,691 Cost reimbursement revenue (1) 9,064 64,332 1,214 — — 969 75,579 Total revenues 20,957 70,456 5,152 29,674 522 7,081 133,842 EXPENSES Depreciation and amortization 2,439 3,377 3,157 504 6 486 9,969 Impairment — 126,548 49,524 2,141 — — 178,213 Other operating expenses (2) — 4,295 3,064 26,386 988 13,867 48,600 Reimbursed expenses (1) 8,996 64,332 1,214 — — 969 75,511 Total operating expenses 11,435 198,552 56,959 29,031 994 15,322 312,293 OPERATING INCOME (LOSS) 9,522 (128,096 ) (51,807 ) 643 (472 ) (8,241 ) (178,451 ) Equity in earnings (loss) of unconsolidated entities — — — — — 236 236 Interest expense — — — (257 ) — (919 ) (1,176 ) Amortization of loan costs — — — (14 ) — (52 ) (66 ) Interest income — — — — — 28 28 Realized gain (loss) on investments — (375 ) — — — — (375 ) Other income (expense) — 12 — (455 ) 10 (88 ) (521 ) INCOME (LOSS) BEFORE INCOME TAXES 9,522 (128,459 ) (51,807 ) (83 ) (462 ) (9,036 ) (180,325 ) Income tax (expense) benefit (2,253 ) 1,189 168 (134 ) — 3,115 2,085 NET INCOME (LOSS) $ 7,269 $ (127,270 ) $ (51,639 ) $ (217 ) $ (462 ) $ (5,921 ) $ (178,240 ) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $3.3 million of hotel management revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual and general and administrative expenses. Three Months Ended March 31, 2019 REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 10,920 $ — $ — $ — $ — $ 10,920 Project management fees — 6,442 — — — 6,442 Audio visual — — 30,975 — — 30,975 Other 1,071 — — 257 3,682 5,010 Cost reimbursement revenue 8,625 1,348 — — — 9,973 Total revenues 20,616 7,790 30,975 257 3,682 63,320 EXPENSES Depreciation and amortization 764 2,738 455 7 144 4,108 Other operating expenses (1) — 2,702 28,008 950 15,259 46,919 Reimbursed expenses 8,403 1,348 — — — 9,751 Total operating expenses 9,167 6,788 28,463 957 15,403 60,778 OPERATING INCOME (LOSS) 11,449 1,002 2,512 (700 ) (11,721 ) 2,542 Equity in earnings (loss) of unconsolidated entities — — — — (275 ) (275 ) Interest expense — — (214 ) — (83 ) (297 ) Amortization of loan costs — — (12 ) (7 ) (50 ) (69 ) Interest income — — — — 20 20 Other income (expense) — — (107 ) 6 48 (53 ) INCOME (LOSS) BEFORE INCOME TAXES 11,449 1,002 2,179 (701 ) (12,061 ) 1,868 Income tax (expense) benefit (2,489 ) (426 ) (887 ) — 2,502 (1,300 ) NET INCOME (LOSS) $ 8,960 $ 576 $ 1,292 $ (701 ) $ (9,559 ) $ 568 ________ (1) Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual and general and administrative expenses. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to March 31, 2020, certain subsidiaries applied for and received loans from Key Bank, N.A., Comerica Bank and Centennial Bank under the Paycheck Protection Program (“PPP”) which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). All funds borrowed under the PPP were returned on or before May 7, 2020. On May 15, 2020, the Company and its Chief Executive Officer, Mr. Monty J. Bennett, entered into a letter agreement pursuant to which, effective as of May 15, 2020 and continuing through and including the Company’s last payroll period in 2020, Mr. Monty J. Bennett will accept payment of his base salary (as previously reduced by mutual agreement of the Company and Mr. Monty J. Bennett) in the form of common stock of the Company, issued pursuant to the Company’s 2014 Incentive Plan, as amended. The Board and Mr. Bennett agreed to effectuate this change to preserve Company liquidity as the Company navigates the effects of the novel coronavirus (COVID-19). On May 6, 2020, the Company executed the Second Amendment to the Asset Purchase Agreement in which we agreed to immediately pay $1.5 million in cash and modified certain contingent consideration and stock consideration collar payment terms related to the acquisition of BAV to extend remaining payments of cash or stock on various payment dates through March 2021. Pursuant to the agreement, we paid $1.5 million cash to the BAV sellers on May 7, 2020. Effective June 23, 2020, the Company and Bank of America N.A. executed the Fifth Amendment to the Term Loan Agreement . The Fifth Amendment (a) establishes a 0.50% LIBOR floor, (b) eliminates the consolidated net worth financial covenant, and (c) waives the violation of the consolidated net worth financial covenant that occurred on March 31, 2020. See notes 1 and 6. On June 24, 2020, the Company declared the remaining 50% or approximately $4.0 million of cumulative preferred dividends due with respect to its Series D Convertible Preferred Stock for the first quarter of 2020. As of the date of this filing, the Company has declared no cumulative preferred dividends with respect to its Series D Convertible Preferred Stock for the second quarter of 2020. As a result of declaring less than the full stated amount of dividend payments due on the Series D Convertible Preferred Stock commencing with the first quarter of 2020 dividend period, the Company had aggregate undeclared preferred stock dividends of approximately $3.9 million as of March 31, 2020 which will be paid in full on July 14, 2020 and the Company expects to have aggregate undeclared preferred stock dividends of approximately $7.9 million as of June 30, 2020 which relates to the second quarter of 2020. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 2019 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 12, 2020 . In the fourth quarter of 2019, cost reimbursement revenue and reimbursed expenses were reclassified from their previous presentation into aggregated financial statement line items titled “cost reimbursement revenue” and “reimbursed expenses” in our consolidated statements of operations. Our presentation of the three months ended March 31, 2019, revenue and operating expense line item amounts have been reclassified to conform to the presentation adopted in the fourth quarter of 2019. These reclassifications have no effect on total revenue, total operating expense or net income previously reported. 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. |
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. No such impairment was recorded during the three months ended March 31, 2020 and 2019 . We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at March 31, 2020 and December 31, 2019 . 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 months ended March 31, 2020 and 2019 . In the event that the assumptions used to estimate fair value change in the future, we may be required to record an impairment charge related to this investment. 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. |
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. |
Property and Equipment, net | Property and Equipment, net —Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We record property and equipment at cost. As of March 31, 2020 and December 31, 2019 , property and equipment, net of accumulated depreciation, included assets related to our consolidated subsidiary Marietta Leasehold, L.P.’s (“Marietta”) finance lease of $43.8 million and $44.1 million , ERFP assets of $31.2 million and $33.5 million , audio visual equipment at JSAV of $15.4 million and $15.1 million and marine vessels at RED of $10.1 million and $10.1 million , respectively. |
Other Liabilities | Other Liabilities —As of March 31, 2020 and December 31, 2019 , other liabilities included reserves in the amount of $15.7 million and $10.8 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. As of March 31, 2020 and December 31, 2019 , other liabilities also included $1.4 million and $2.2 million , respectively, of reserves for Remington health insurance claims, $500,000 and $500,000 , respectively, of the remaining purchase price due to the sellers of BAV Services (“BAV”) 18 months after the acquisition date, subject to certain conditions, and reserves of $5.1 million and $4.6 million , respectively, for the fair value of contingent consideration due to the sellers of BAV. |
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, Mexico and Dominican Republic income taxes and U.S. Virgin Islands 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 our 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, beginning in 2017, in Mexico and the Dominican Republic and, beginning in 2018, in the U.S. Virgin Islands. Tax years 2015 through 2019 remain subject to potential examination by certain federal and state taxing authorities. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to the business. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. At this time, the Company does not expect the impact of the CARES Act to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards —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. We adopted ASU 2017-04 effective January 1, 2020. See our Goodwill and Indefinite-Lived Intangible Assets accounting policy disclosed in note 5 . 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. We adopted this standard effective January, 1, 2020, and the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. 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. We elected to prospectively adopt ASU 2018-15 effective January 1, 2020, in our condensed consolidated financial statements. The adoption of ASU 2018-15 resulted in reclassifying capitalized implementation costs of service contracts incurred in a hosting arrangement from “property and equipment, net” to “other assets” in our condensed consolidated balance sheets. Amortization of the service contracts will continue to be recorded in “reimbursed expenses” in our condensed consolidated statements of operations. 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. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”). ASU 2019-10 revised the mandatory adoption date for public business entities that meet the definition of a smaller reporting company to be effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact ASU 2016-13 and ASU 2019-10 may have on our condensed consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Other Ashford Inc. ownership interest 99.81 % 88.20 % 47.75 % 70.00 % 84.21 % 55.00 % Redeemable noncontrolling interests (1) (2) 0.19 % 11.80 % 26.38 % — % — % — % Noncontrolling interests in consolidated entities — % — % 25.87 % 30.00 % 15.79 % 45.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 24 $ 2,522 $ 1,574 n/a n/a n/a Redemption value adjustment, year-to-date 262 4 56 n/a n/a n/a Redemption value adjustment, cumulative 377 788 2,153 n/a n/a n/a Carrying value of noncontrolling interests — — 337 130 47 15 Assets, available only to settle subsidiary’s obligations (7) (8) n/a 57,819 1,593 1,712 20,806 216 Liabilities (9) n/a 45,350 461 1,646 11,938 72 Notes payable (9) n/a 20,017 — — 7,686 — Revolving credit facility (9) n/a 135 — 40 246 — December 31, 2019 Ashford JSAV (3) OpenKey (4) Pure (5) RED (6) Other Ashford Inc. ownership interest 99.81 % 88.20 % 47.61 % 70.00 % 84.21 % 55.00 % Redeemable noncontrolling interests (1) (2) 0.19 % 11.80 % 26.59 % — % — % — % Noncontrolling interests in consolidated entities — % — % 25.80 % 30.00 % 15.79 % 45.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 98 $ 2,449 $ 1,584 n/a n/a n/a Redemption value adjustment, year-to-date (63 ) 784 64 n/a n/a n/a Redemption value adjustment, cumulative 115 784 2,097 n/a n/a n/a Carrying value of noncontrolling interests — — 395 164 37 32 Assets, available only to settle subsidiary’s obligations (7) n/a 56,824 1,881 1,852 19,277 250 Liabilities (9) n/a 44,542 510 1,671 10,652 59 Notes payable (9) n/a 17,785 — — 6,275 — Revolving credit facility (9) n/a 2,599 — 45 106 — ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value. (2) Redeemable noncontrolling interests in Ashford Holdings represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. 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 event technology and creative communications solutions in the hospitality industry. See also notes 1 , 10 and 11 . (4) Represents ownership interests in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1 , 10 and 11 . (5) Represents ownership interests in Pure 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 10 . (6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. RED is a provider of watersports activities and other travel and transportation services and includes the entity that conducts RED’s legacy U.S. Virgin Islands operations and Sebago, a leading provider of watersports activities and excursion services based in Key West, Florida which was acquired by RED in 2019. We are provided a preferred return on our investment in RED’s legacy U.S. Virgin Islands operations and Sebago which is accounted for in our income allocation based on the applicable partnership agreement. See also notes 1 and 10 . (7) Total assets consist primarily of cash and cash equivalents, property and equipment and other assets that can only be used to settle the subsidiaries’ obligations. (8) The assets of Sebago are not available to settle the obligations of the entity that conducts RED’s legacy U.S. Virgin Islands operations. (9) 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’s legacy U.S. Virgin Islands operations, 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): March 31, 2020 December 31, 2019 Carrying value of the investment in REA Holdings $ 2,898 2,662 Ownership interest in REA Holdings 30 % 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Equity in earnings (loss) in unconsolidated entities $ 236 $ (275 ) |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Income Activity | The following tables summarize our consolidated deferred income activity (in thousands): Deferred Income 2020 2019 Balance as of January 1 $ 13,280 $ 13,544 Increases to deferred income 7,082 2,072 Recognition of revenue (1) (2,112 ) (2,445 ) Balance as of March 31 $ 18,250 $ 13,171 ________ (1) Deferred income recognized in the three months ended March 31, 2020 , includes (a) $554,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $931,000 of audio visual revenue and (c) $627,000 of “other services” revenue earned by our hospitality products and services companies. Deferred income recognized in the three months ended March 31, 2019 , includes (a) $770,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.0 million of audio visual revenue and (c) $636,000 of “other services” revenue earned by our hospitality products and services companies. |
Disaggregation of Revenue | Our revenues were comprised of the following for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Advisory services revenue: Base advisory fee $ 11,537 $ 10,622 Incentive advisory fee 170 170 Other advisory revenue 129 128 Total advisory services revenue 11,836 10,920 Hotel management: Base fee 6,124 — Project management revenue 3,938 6,442 Audio visual revenue 29,674 30,975 Other revenue: Debt placement fees (2) 128 1,354 Claims management services 57 41 Lease revenue — 1,030 Other services (3) 6,506 2,585 Total other revenue 6,691 5,010 Cost reimbursement revenue 75,579 9,973 Total revenue $ 133,842 $ 63,320 REVENUE BY SEGMENT (1) REIT advisory $ 20,957 $ 20,616 Remington 70,456 — Premier 5,152 7,790 JSAV 29,674 30,975 OpenKey 522 257 Corporate and other 7,081 3,682 Total revenue $ 133,842 $ 63,320 ________ (1) We have five reportable segments: REIT Advisory, Remington, Premier, JSAV and OpenKey. We combine the operating results of RED, Marietta, Pure Wellness, Lismore and REA Holdings into an “all other” category, which we refer to as “Corporate and Other.” See note 16 for discussion of segment reporting. (2) Debt placement fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar. (3) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and third parties, and the revenues of Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia. The following table presents revenue from our JSAV reporting segment geographically for the three months ended March 31, 2020 and 2019 , respectively (in thousands): Three Months Ended March 31, 2020 2019 United States $ 21,758 $ 23,142 Mexico 6,471 5,728 Dominican Republic 1,445 2,105 $ 29,674 $ 30,975 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The fair value of the purchase price and preliminary allocation of the purchase price is as follows (in thousands): Cash $ 2,500 Less working capital adjustments (74 ) Fair value of Ashford Inc. common stock issued 4,547 Purchase price consideration $ 6,973 The fair value of the purchase price and final 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 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 FF&E 1,983 5 years Operating lease right-of-use assets 165 Goodwill 4,827 Trademarks 440 Customer relationships 2,800 15 years Total assets acquired 10,969 Current liabilities 639 Noncurrent liabilities 431 Total assumed liabilities 1,070 Net assets acquired $ 9,899 Fair Value Estimated Useful Life Current assets $ 76 Marine vessels 2,220 20 years FF&E 1,530 20 years Operating lease right-of-use assets 391 Goodwill 1,235 Trademarks 490 Boat slip rights 3,100 20 years Total assets acquired 9,042 Current liabilities 291 Noncurrent liabilities 1,778 Total assumed liabilities 2,069 Net assets acquired $ 6,973 |
Pro Forma Information | The following table reflects the unaudited pro forma results of operations as if the Remington, Sebago and BAV acquisitions had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2019, and the removal of $406,000 and $750,000 of transaction costs directly attributable to the acquisitions for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Total revenue $ 133,842 $ 146,790 Net income (loss) (177,834 ) 1,085 Net income (loss) attributable to common stockholders (185,919 ) (7,639 ) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2020 , are as follows (in thousands): Remington Premier JSAV Corporate and Other Consolidated Balance at December 31, 2019 $ 143,854 $ 49,524 $ 10,211 $ 2,017 $ 205,606 Changes in goodwill: Adjustments (1) 31,800 — — — 31,800 Impairments (2) (121,048 ) (49,524 ) — — (170,572 ) Balance at March 31, 2020 $ 54,606 $ — $ 10,211 $ 2,017 $ 66,834 ________ (1) The adjustment to Remington goodwill relates to changes in our final valuation of the acquired assets and liabilities associated with the acquisition of Remington. See note 4 . (2) See explanation of impairment charges above. |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net as of March 31, 2020 and December 31, 2019 , are as follows (in thousands): March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts $ 107,600 $ (5,762 ) $ 101,838 $ 148,500 $ (2,436 ) $ 146,064 Premier management contracts 194,000 (19,980 ) 174,020 194,000 (16,830 ) 177,170 JSAV customer relationships 9,319 (2,453 ) 6,866 9,319 (2,173 ) 7,146 RED boat slip rights 3,100 (109 ) 2,991 3,100 (70 ) 3,030 Pure Wellness customer relationships 175 (105 ) 70 175 (96 ) 79 Other 47 (7 ) 40 44 (3 ) 41 $ 314,241 $ (28,416 ) $ 285,825 $ 355,138 $ (21,608 ) $ 333,530 Gross Carrying Amount Impairment Net Carrying Amount Gross Carrying Amount Impairment Net Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 10,400 $ (5,500 ) $ 4,900 $ 10,300 $ — $ 10,300 JSAV trademarks 3,641 (2,141 ) 1,500 3,641 — 3,641 RED trademarks 490 — 490 490 — 490 $ 14,531 $ (7,641 ) $ 6,890 $ 14,431 $ — $ 14,431 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net as of March 31, 2020 and December 31, 2019 , are as follows (in thousands): March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts $ 107,600 $ (5,762 ) $ 101,838 $ 148,500 $ (2,436 ) $ 146,064 Premier management contracts 194,000 (19,980 ) 174,020 194,000 (16,830 ) 177,170 JSAV customer relationships 9,319 (2,453 ) 6,866 9,319 (2,173 ) 7,146 RED boat slip rights 3,100 (109 ) 2,991 3,100 (70 ) 3,030 Pure Wellness customer relationships 175 (105 ) 70 175 (96 ) 79 Other 47 (7 ) 40 44 (3 ) 41 $ 314,241 $ (28,416 ) $ 285,825 $ 355,138 $ (21,608 ) $ 333,530 Gross Carrying Amount Impairment Net Carrying Amount Gross Carrying Amount Impairment Net Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 10,400 $ (5,500 ) $ 4,900 $ 10,300 $ — $ 10,300 JSAV trademarks 3,641 (2,141 ) 1,500 3,641 — 3,641 RED trademarks 490 — 490 490 — 490 $ 14,531 $ (7,641 ) $ 6,890 $ 14,431 $ — $ 14,431 |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable, net consisted of the following (in thousands): Indebtedness Borrower Maturity Interest Rate March 31, 2020 December 31, 2019 Term loan (7) Ashford Inc. March 19, 2024 Base Rate (1) + 2.00% to 2.25% or LIBOR (2) + 3.00% to 3.25% $ 35,000 $ 10,000 Term loan (5) (8) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 12,300 12,642 Revolving credit facility (5) (8) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 135 2,599 Equipment note (5) (9) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 6,017 3,393 Draw term loan (5) (9) JSAV November 1, 2022 One-Month LIBOR (3) + 3.25% 1,700 1,750 Revolving credit facility (5) (10) Pure Wellness On demand Prime Rate (4) + 1.00% 40 45 Term loan (6) (11) RED April 5, 2025 Prime Rate (4) + 1.75% 581 605 Revolving credit facility (6) (12) RED May 5, 2020 Prime Rate (4) + 1.75% 246 106 Draw term loan (6) (13) RED December 5, 2026 Prime Rate (4) + 1.75% 1,375 1,400 Term loan (6) (14) RED February 1, 2029 Prime Rate (4) + 2.00% 1,592 1,636 Term loan (5) (15) RED July 17, 2029 6.0% (16) 1,663 1,674 Term loan (5) (16) RED July 17, 2022 6.5% 900 960 Draw term loan (5) (17) RED February 5, 2028 Prime Rate (4) + 2.00% 1,575 — Notes payable 63,124 36,810 Less deferred loan costs, net (673 ) (227 ) Notes payable less net deferred loan costs 62,451 36,583 Less current portion (57,944 ) (3,550 ) Notes payable, net - non-current $ 4,507 $ 33,033 __________________ (1) Base Rate, as defined in the term loan 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 0.99% and 1.76% at March 31, 2020 and December 31, 2019 , respectively. (4) Prime Rate was 3.25% and 4.75% at March 31, 2020 and December 31, 2019 , respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) On March 19, 2020, the Company amended and restated the senior revolving credit facility pursuant to a Fourth Amendment to the Term Loan Agreement. The Company converted and consolidated the existing $10 million borrowing under the senior revolving credit facility (which had been borrowed on a revolving basis) into a term loan and drew down the remaining $25 million balance of the senior revolving credit facility, borrowing $35 million under the term loan in the aggregate. The Term Loan Agreement has a four year term and a maximum principal amount of $35 million . Principal payments of 1.25% of the outstanding balance are payable on the last business day of each fiscal quarter commencing June 30, 2020. Principal payment amounts are subject to maintaining a fixed charge coverage ratio below specified thresholds which if not met increase the principal payment due each quarter from 1.25% to 5.0% of the outstanding principal balance. The Company is also subject to certain financial covenants. See covenant compliance discussion below. (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 March 31, 2020 and December 31, 2019 , was not material. (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 April 6, 2017 , Pure Wellness entered into a $100,000 line of credit. (11) On March 23, 2018, RED entered into a term loan of $750,000 . (12) On February 28, 2019, RED renewed its $250,000 revolving credit facility. (13) On February 27, 2019, RED entered into a draw term loan in the amount of $1.4 million . (14) On August 31, 2018, RED entered into a term loan of $1.8 million . (15) On July 18, 2019, in connection with the acquisition of Sebago, RED entered into a term loan of $1.7 million . The interest rate for the term loan is 6.0% for the first five years . After five years , the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0% . (16) On July 18, 2019, in connection with the acquisition of Sebago, RED entered into a term loan of $1.1 million . (17) On March 24, 2020, RED entered into a draw term loan with a maximum aggregate principal amount of $1.9 million . The draw term loan requires payment of interest only until March 5, 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 Assets Restricted Investment: Ashford Trust common stock $ 259 (2) $ — $ — $ 259 Braemar common stock 81 (2) — — 81 Total $ 340 $ — $ — $ 340 Liabilities Contingent consideration $ (2,072 ) (1) $ — $ — $ (2,072 ) Subsidiary compensation plan — (42 ) (2) — (42 ) Deferred compensation plan (1,150 ) — — (1,150 ) Total $ (3,222 ) $ (42 ) $ — $ (3,264 ) Net $ (2,882 ) $ (42 ) $ — $ (2,924 ) __________________ (1) Represents the fair value of the contingent consideration liability of $2.1 million related to the stock consideration collar associated with JSAV’s acquisition of BAV. The contingent consideration liabilities are reported as “other liabilities” in our condensed consolidated balance sheets. See notes 1 and 4 . (2) The assets acquired in our acquisition of Remington Lodging included shares of common stock of Ashford Trust and Braemar purchased by Remington Lodging on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through March 31, 2020, which are exercisable upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2019 Assets Restricted Investment: Ashford Trust common stock $ 768 (3) $ — $ — $ 768 Braemar common stock 427 (3) — — 427 Total $ 1,195 $ — $ — $ 1,195 Liabilities Contingent consideration $ (2,668 ) (1) $ — $ (2,959 ) (2) $ (5,627 ) Subsidiary compensation plan — (415 ) (3) — (415 ) Deferred compensation plan (4,729 ) — — (4,729 ) Total $ (7,397 ) $ (415 ) $ (2,959 ) $ (10,771 ) Net $ (6,202 ) $ (415 ) $ (2,959 ) $ (9,576 ) __________________ (1) Represents the fair value of the contingent consideration liability of $1.6 million related to the stock consideration collar associated with JSAV’s acquisition of BAV and $1.0 million related to the stock consideration collar associated with RED’s acquisition of Sebago. The contingent consideration liabilities related to BAV and Sebago are reported as “other liabilities” in our consolidated balance sheets. See notes 1 and 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, which is reported within “other liabilities” in our consolidated balance sheets. See notes 1 and 4 . (3) The assets acquired in our acquisition of Remington Lodging included shares of common stock of Ashford Trust and Braemar purchased by Remington Lodging on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2019, which are exercisable upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. |
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 Balance at December 31, 2019 $ (2,959 ) Acquisitions — Gains (losses) included in earnings (1) (41 ) Dispositions and settlements — Transfers into/out of Level 3 (2) 3,000 Balance at March 31, 2020 $ — __________________ (1) Reported as “other” operating expense in our condensed consolidated statements of operations. (2) Includes JSAV’s contingent consideration associated with the acquisition of BAV in March of 2019. As of March 31, 2020, BAV fully achieved the operating performance targets during the earn-out period, in accordance with the applicable agreement. The final liability owed to the sellers of BAV is reported in our condensed consolidated balance sheets within “other liabilities”. |
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 our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized Three Months Ended March 31, 2020 2019 Assets Restricted investment: (1) Ashford Trust common stock $ (214 ) $ — Braemar common stock (161 ) — Goodwill (170,572 ) — Intangible assets, net (7,641 ) — Total $ (178,588 ) $ — Liabilities Contingent consideration (2) $ (463 ) $ (18 ) Subsidiary compensation plan (3) 202 — Deferred compensation plan (3) 3,577 (740 ) Total $ 3,316 $ (758 ) Net $ (175,272 ) $ (758 ) __________________ (1) Represents the realized loss on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. (2) Represents the changes in fair value of the contingent consideration liabilities related to the achievement of certain performance targets and stock consideration collars associated with the acquisition of BAV. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations. See note 4 . (3) Reported as a component of “salaries and benefits” in our condensed consolidated statements of operations. Restricted Investment The historical cost and approximate fair values, together with gross unrealized gains and losses, of securities restricted for use in our subsidiary compensation plan are as follows (in thousands): Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: March 31, 2020 Equity securities (1) $ 1,196 $ — $ (856 ) $ 340 __________________ (1) Distribution of $171,000 of available-for-sale securities were recognized in the three months ended March 31, 2020 . Unrealized losses of $856,000 associated with the available-for-sale securities are included within “accumulated other comprehensive income” in our condensed consolidated balance sheets. Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: December 31, 2019 Equity securities (1) $ 1,309 $ — $ (114 ) $ 1,195 __________________ (1) No distributions of available-for-sale securities occurred as of December 31, 2019 . Unrealized losses of $114,000 associated with the available-for-sale securities included within “accumulated other comprehensive income” in our condensed consolidated balance sheets. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 340 $ 340 $ 1,195 $ 1,195 Financial liabilities measured at fair value: Deferred compensation plan $ 1,150 $ 1,150 $ 4,729 $ 4,729 Contingent consideration 2,072 2,072 5,627 5,627 Financial assets not measured at fair value: Cash and cash equivalents $ 54,906 $ 54,906 $ 35,349 $ 35,349 Restricted cash 20,671 20,671 17,900 17,900 Accounts receivable, net 14,949 14,949 7,241 7,241 Due from affiliates 121 121 357 357 Due from Ashford Trust 1,280 1,280 4,805 4,805 Due from Braemar 891 891 1,591 1,591 Investments in unconsolidated entities 3,712 3,712 3,476 3,476 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 29,550 $ 29,550 $ 39,160 $ 39,160 Dividends payable 7,875 7,875 4,725 4,725 Due to affiliates 1,828 1,828 1,011 1,011 Other liabilities 21,071 21,071 13,868 13,868 Notes payable 63,124 58,277 to 64,411 36,810 34,705 to 38,359 |
Equity (Deficit) (Tables)
Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of (Income) Loss Allocated To Noncontrolling Interests | The following table summarizes the (income) loss allocated to noncontrolling interests for each of our consolidated entities (in thousands): Three Months Ended March 31, 2020 2019 (Income) loss allocated to noncontrolling interests: OpenKey 119 177 RED (10 ) (34 ) Pure Wellness 35 20 Other 16 — Total net (income) loss allocated to noncontrolling interests $ 160 $ 163 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 Net (income) loss allocated to redeemable noncontrolling interests: Ashford Holdings $ 336 $ 4 JSAV (19 ) (227 ) OpenKey 123 202 Total net (income) loss allocated to redeemable noncontrolling interests $ 440 $ (21 ) |
Dividends Declared | Declared convertible preferred stock cumulative dividends for all issued and outstanding shares were as follows: Three Months Ended March 31, 2020 2019 Preferred dividends - declared $ 3,938 $ 2,791 Preferred dividends per share - declared 0.2060 0.3438 Undeclared convertible preferred stock cumulative dividends for all issued and outstanding shares were as follows: Three Months Ended March 31, 2020 2019 Preferred dividends - undeclared $ 3,937 $ — Preferred dividends per share - undeclared 0.2059 — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost | Equity-based compensation expense is primarily recorded in “salaries and benefits expense” and REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” in our condensed consolidated statements of operations. The components of equity-based compensation expense for the three months ended March 31, 2020 and 2019 are presented below by award type (in thousands): Three Months Ended March 31, 2020 2019 Equity-based compensation Stock option amortization (1) $ 2,089 $ 2,151 Employee equity grant expense (2) 105 — Director and other non-employee equity grants expense (3) (145 ) 7 Total equity-based compensation $ 2,049 $ 2,158 Other equity-based compensation REIT equity-based compensation (4) $ 6,891 $ 5,868 $ 8,940 $ 8,026 ________ (1) As of March 31, 2020 , the Company had approximately $8.5 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.0 years . (2) As of March 31, 2020 , the Company had approximately $2.7 million of total unrecognized compensation expense related to restricted shares that will be recognized over a weighted average period of 2.9 years . (3) Grants of restricted stock units to independent directors and other non-employees are recorded at fair value based on the market price of our shares at grant date, and this amount is expensed in “general and administrative” expense. See “Equity-based Compensation” in note 2 . (4) REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” and is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to our officers and employees. See notes 2 and 14 . |
Deferred Compensation Plan (Tab
Deferred Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Deferred Compensation Plan | The following table summarizes the DCP activity (in thousands): Three Months Ended March 31, 2020 2019 Change in fair value Unrealized gain (loss) $ 3,577 $ (740 ) Distributions Fair value (1) $ 2 $ 46 Shares (1) — 1 ________ (1) Distributions made to one participant. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the revenues related to Braemar (in thousands): Three Months Ended March 31, 2020 2019 REVENUE BY TYPE Advisory services revenue: Base advisory fee $ 2,620 $ 2,577 Incentive advisory fee (1) 170 170 Other advisory revenue (2) 129 128 Total advisory services revenue 2,919 2,875 Hotel management: Base management fees (3) 355 — Project management revenue (4) 743 2,371 Audio visual revenue (5) — — Other revenue Debt placement fees (6) — 275 Claims management services (7) 38 30 Lease revenue (8) — 84 Other services (9) 422 269 Total other revenue 460 658 Cost reimbursement revenue 6,870 2,314 Total revenues $ 11,347 $ 8,218 REVENUE BY SEGMENT (10) REIT advisory $ 5,346 $ 4,927 Remington 4,217 — Premier 1,093 2,747 OpenKey 60 20 Corporate and other 631 524 Total revenue $ 11,347 $ 8,218 COST OF REVENUES Cost of audio visual revenues (5) $ 447 $ 86 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 1,005 $ 183 ________ (1) Incentive advisory fee for the three months ended March 31, 2020 , includes the pro-rata portion of the third year installment of the 2018 incentive advisory fee, which will be paid in January 2021, and for the three months ended March 31, 2019 , includes the pro-rata portion of the second year installment of the 2018 incentive advisory fee, which was 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. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2019 and 2017 measurement periods. See note 3 . (2) 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. (3) Hotel management revenue is reported within our Remington segment. Base management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenues for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index).See note 3 for discussion of the hotel management revenue recognition policy. (4) 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. (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) Debt placement fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (7) Claims management services include revenues earned from providing insurance claim assessment and administration services. (8) In connection with our legacy key money transaction with Braemar which commenced prior to 2019, we lease FF&E to Braemar rent-free. Consistent with our accounting treatment prior to adopting ASU 2016-02, other revenue for the three months ended March 31, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made. (9) Other services revenue is primarily 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. (10) See note 16 for discussion of segment reporting. The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Three Months Ended March 31, 2020 2019 REVENUE BY TYPE Advisory services revenue: Base advisory fee $ 8,917 $ 8,045 Hotel management: Base management fees (1) 5,693 — Project management revenue (2) 3,082 4,016 Audio visual revenue (3) — — Other revenue Debt placement fees (4) 128 1,079 Claims management services (5) 19 11 Lease revenue (6) — 946 Other services (7) 450 467 Total other revenue 597 2,503 Cost reimbursement revenue $ 68,073 $ 7,610 Total revenues $ 86,362 $ 22,174 REVENUE BY SEGMENT (8) REIT advisory $ 15,608 $ 15,689 Remington 65,535 — Premier 3,942 4,939 OpenKey 99 28 Corporate and other 1,178 1,518 Total revenues $ 86,362 $ 22,174 COST OF REVENUES Cost of audio visual revenues (3) $ 2,011 $ 1,684 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (3) $ 4,597 $ 3,823 ________ (1) Hotel management revenue is reported within our Remington segment. Base management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenues for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index).See note 3 for discussion of the hotel management revenue recognition policy. (2) 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. (3) 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. (4) Debt placement fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. . (5) Claims management services include revenues earned from providing insurance claim assessment and administration services. (6) In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust, we lease FF&E to Ashford Trust rent-free. Our ERFP leases entered into in 2018 commenced on December 31, 2018. Consistent with our accounting treatment prior to adopting ASU 2016-02, other revenue for the three months ended March 31, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made. (7) Other services revenue is primarily 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. (8) See note 16 for discussion of segment reporting. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (177,640 ) $ 710 Less: Dividends on preferred stock, declared and undeclared (1) (7,875 ) (2,791 ) Less: Amortization of preferred stock discount (810 ) (491 ) Undistributed net income (loss) allocated to common stockholders (186,325 ) (2,572 ) Distributed and undistributed net income (loss) - basic $ (186,325 ) $ (2,572 ) Effect of incremental subsidiary shares — (202 ) Distributed and undistributed net income (loss) - diluted $ (186,325 ) $ (2,774 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,199 2,419 Effect of incremental subsidiary shares — 30 Weighted average common shares outstanding – diluted 2,199 2,449 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (84.73 ) $ (1.06 ) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (84.73 ) $ (1.13 ) ________ (1) For the three months ended March 31, 2020 , $3.9 million in cumulative unpaid dividends to holders of the Series D Convertible Preferred Stock were not declared by the Board. Undeclared dividends were deducted to arrive at net income attributable to common stockholders. |
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 March 31, 2020 2019 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings (336 ) (4 ) Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock (104 ) 227 Dividends on preferred stock, declared and undeclared 7,875 2,791 Amortization of preferred stock discount 810 491 Total $ 8,245 $ 3,505 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 52 9 Effect of assumed exercise of stock options — 65 Effect of assumed conversion of Ashford Holdings units 4 4 Effect of incremental subsidiary shares 402 46 Effect of assumed conversion of preferred stock 4,068 1,450 Total 4,526 1,574 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Certain information concerning our segments for the three months ended March 31, 2020 , and 2019 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 March 31, 2020 REIT Advisory Remington Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 11,836 $ — $ — $ — $ — $ — $ 11,836 Hotel management — 6,124 — — — — 6,124 Project management fees — — 3,938 — — — 3,938 Audio visual — — — 29,674 — — 29,674 Other 57 — — — 522 6,112 6,691 Cost reimbursement revenue (1) 9,064 64,332 1,214 — — 969 75,579 Total revenues 20,957 70,456 5,152 29,674 522 7,081 133,842 EXPENSES Depreciation and amortization 2,439 3,377 3,157 504 6 486 9,969 Impairment — 126,548 49,524 2,141 — — 178,213 Other operating expenses (2) — 4,295 3,064 26,386 988 13,867 48,600 Reimbursed expenses (1) 8,996 64,332 1,214 — — 969 75,511 Total operating expenses 11,435 198,552 56,959 29,031 994 15,322 312,293 OPERATING INCOME (LOSS) 9,522 (128,096 ) (51,807 ) 643 (472 ) (8,241 ) (178,451 ) Equity in earnings (loss) of unconsolidated entities — — — — — 236 236 Interest expense — — — (257 ) — (919 ) (1,176 ) Amortization of loan costs — — — (14 ) — (52 ) (66 ) Interest income — — — — — 28 28 Realized gain (loss) on investments — (375 ) — — — — (375 ) Other income (expense) — 12 — (455 ) 10 (88 ) (521 ) INCOME (LOSS) BEFORE INCOME TAXES 9,522 (128,459 ) (51,807 ) (83 ) (462 ) (9,036 ) (180,325 ) Income tax (expense) benefit (2,253 ) 1,189 168 (134 ) — 3,115 2,085 NET INCOME (LOSS) $ 7,269 $ (127,270 ) $ (51,639 ) $ (217 ) $ (462 ) $ (5,921 ) $ (178,240 ) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $3.3 million of hotel management revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual and general and administrative expenses. Three Months Ended March 31, 2019 REIT Advisory Premier JSAV OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 10,920 $ — $ — $ — $ — $ 10,920 Project management fees — 6,442 — — — 6,442 Audio visual — — 30,975 — — 30,975 Other 1,071 — — 257 3,682 5,010 Cost reimbursement revenue 8,625 1,348 — — — 9,973 Total revenues 20,616 7,790 30,975 257 3,682 63,320 EXPENSES Depreciation and amortization 764 2,738 455 7 144 4,108 Other operating expenses (1) — 2,702 28,008 950 15,259 46,919 Reimbursed expenses 8,403 1,348 — — — 9,751 Total operating expenses 9,167 6,788 28,463 957 15,403 60,778 OPERATING INCOME (LOSS) 11,449 1,002 2,512 (700 ) (11,721 ) 2,542 Equity in earnings (loss) of unconsolidated entities — — — — (275 ) (275 ) Interest expense — — (214 ) — (83 ) (297 ) Amortization of loan costs — — (12 ) (7 ) (50 ) (69 ) Interest income — — — — 20 20 Other income (expense) — — (107 ) 6 48 (53 ) INCOME (LOSS) BEFORE INCOME TAXES 11,449 1,002 2,179 (701 ) (12,061 ) 1,868 Income tax (expense) benefit (2,489 ) (426 ) (887 ) — 2,502 (1,300 ) NET INCOME (LOSS) $ 8,960 $ 576 $ 1,292 $ (701 ) $ (9,559 ) $ 568 ________ (1) Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual and general and administrative expenses. |
Organization and Description _2
Organization and Description of Business (Details) | Jun. 24, 2020 | Mar. 20, 2020USD ($)installment | Mar. 16, 2020 | Mar. 13, 2020Rate | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2021USD ($) | Jun. 23, 2020 | May 14, 2020 | Mar. 23, 2020right$ / sharesshares | Mar. 21, 2020 | Mar. 19, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Noncontrolling Interest [Line Items] | |||||||||||||||
Debt amount | $ 63,124,000 | $ 63,124,000 | $ 36,810,000 | ||||||||||||
Working capital | 29,000,000 | ||||||||||||||
Deferred revenue | 18,250,000 | 18,250,000 | 13,280,000 | $ 13,171,000 | $ 13,544,000 | ||||||||||
Subsequent Event | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Reduction in annual cash retainers, payable in cash | 75.00% | ||||||||||||||
Reduction in annual cash retainers, payable in equity | 25.00% | ||||||||||||||
Chief Executive Officer | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Percent reduction in salary | 20.00% | ||||||||||||||
Executive Officers | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Percent reduction in salary | 15.00% | ||||||||||||||
JSAV | Forecast | COVID-19 | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Debt balances to be repaid | $ 20,200,000 | ||||||||||||||
Ashford Trust | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
ERFP commitments | 11,400,000 | 11,400,000 | $ 11,400,000 | ||||||||||||
Lismore Capital LLC | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Aggregate installment fee percentage | 0.50% | ||||||||||||||
Advisory services fee percentage | 0.125% | ||||||||||||||
Advisory services fee, installment percentage | 0.125% | ||||||||||||||
Number of installments | installment | 6 | ||||||||||||||
Advisory services fee amount | $ 4,114,740,601 | ||||||||||||||
Advisory services fee, multiple percentage | 0.25% | ||||||||||||||
Lismore Capital LLC | Braemar | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Aggregate installment fee percentage | 0.50% | ||||||||||||||
Advisory services fee percentage | 0.125% | ||||||||||||||
Advisory services fee, installment percentage | 0.125% | ||||||||||||||
Advisory services fee amount | $ 1,091,250,000 | ||||||||||||||
Advisory services fee, multiple percentage | 0.25% | ||||||||||||||
RED | U.S. Virgin Islands | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Debt amount | $ 3,800,000 | $ 3,800,000 | |||||||||||||
RED | Forecast | COVID-19 | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Debt balances to be repaid | $ 2,600,000 | ||||||||||||||
Series E Preferred Stock | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Preferred share purchase right | right | 1 | ||||||||||||||
Preferred shares entitled to purchase (in shares) | shares | 0.001 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||
Share of preferred stock (in dollars per share) | $ / shares | $ 275 | ||||||||||||||
Period following a public announcement of beneficial ownership | 10 days | ||||||||||||||
Percentage for beneficial ownership | 10.00% | ||||||||||||||
Period following a public announcement of beneficial ownership, effected by provisions | 20 days | ||||||||||||||
Ownership threshold | 10.00% | ||||||||||||||
Percent of consolidated assets | 50.00% | ||||||||||||||
Multiple of exercise price | Rate | 200.00% | ||||||||||||||
Obligation period following announcement of acquiring person | 30 days | ||||||||||||||
Extended obligation period following announcement of acquiring person | 60 days | ||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Dividend rate | 50.00% | 50.00% | |||||||||||||
Series D Convertible Preferred Stock | Subsequent Event | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Dividend rate | 50.00% | ||||||||||||||
Term Loan Agreement | Senior revolving credit facility | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Minimum consolidated net worth required to maintain | $ 23,200,000 | $ 23,200,000 | |||||||||||||
Line of credit outstanding | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | ||||||||||||
Term Loan Agreement | Senior revolving credit facility | Subsequent Event | |||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||
Floor rate | 0.50% |
Organization and Description _3
Organization and Description of Business - Performance Obligation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue | $ 18,250 | $ 13,280 | $ 13,171 | $ 13,544 |
Lismore Capital LLC | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue | $ 5,000 | |||
Initial contract period | 12 months | |||
Lismore Capital LLC | Braemar | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Deferred revenue | $ 1,400 | |||
Initial contract period | 12 months |
Significant Accounting Polici_4
Significant Accounting Policies - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jul. 18, 2019 | |
Noncontrolling Interest [Line Items] | ||||
Carrying value of redeemable noncontrolling interests | $ 4,120 | $ 4,131 | ||
Redemption value adjustment, year-to-date | (322) | $ 111 | ||
Carrying value of noncontrolling interests | 529 | 628 | ||
Long-term debt, gross | $ 63,124 | $ 36,810 | ||
Ashford Holdings | ||||
Noncontrolling Interest [Line Items] | ||||
Ashford Inc. ownership interest | 99.81% | 99.81% | ||
Redeemable noncontrolling interests | 0.19% | 0.19% | ||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | ||
Noncontrolling ownership | 100.00% | 100.00% | ||
Carrying value of redeemable noncontrolling interests | $ 24 | $ 98 | ||
Redemption value adjustment, year-to-date | 262 | (63) | ||
Redemption value adjustment, cumulative | 377 | 115 | ||
Carrying value of noncontrolling interests | $ 0 | $ 0 | ||
JSAV | ||||
Noncontrolling Interest [Line Items] | ||||
Ashford Inc. ownership interest | 88.20% | 88.20% | ||
Redeemable noncontrolling interests | 11.80% | 11.80% | ||
Noncontrolling interests in consolidated entities | 0.00% | 0.00% | ||
Noncontrolling ownership | 100.00% | 100.00% | ||
Carrying value of redeemable noncontrolling interests | $ 2,522 | $ 2,449 | ||
Redemption value adjustment, year-to-date | 4 | 784 | ||
Redemption value adjustment, cumulative | 788 | 784 | ||
Carrying value of noncontrolling interests | 0 | 0 | ||
Assets, available only to settle subsidiary's obligations | 57,819 | 56,824 | ||
Liabilities | 45,350 | 44,542 | ||
JSAV | Notes Payable to Banks | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | 20,017 | 17,785 | ||
JSAV | Revolving Credit Facility | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 135 | $ 2,599 | ||
OpenKey | ||||
Noncontrolling Interest [Line Items] | ||||
Ashford Inc. ownership interest | 47.75% | 47.61% | ||
Redeemable noncontrolling interests | 26.38% | 26.59% | ||
Noncontrolling interests in consolidated entities | 25.87% | 25.80% | ||
Noncontrolling ownership | 100.00% | 100.00% | ||
Carrying value of redeemable noncontrolling interests | $ 1,574 | $ 1,584 | ||
Redemption value adjustment, year-to-date | 56 | 64 | ||
Redemption value adjustment, cumulative | 2,153 | 2,097 | ||
Carrying value of noncontrolling interests | 337 | 395 | ||
Assets, available only to settle subsidiary's obligations | 1,593 | 1,881 | ||
Liabilities | 461 | 510 | ||
OpenKey | Notes Payable to Banks | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | 0 | 0 | ||
OpenKey | Revolving Credit Facility | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 0 | |||
OpenKey | Revolving Credit Facility | Facility Due April 2020 | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 0 | |||
Pure Wellness | ||||
Noncontrolling Interest [Line Items] | ||||
Ashford Inc. ownership interest | 70.00% | 70.00% | ||
Redeemable noncontrolling interests | 0.00% | 0.00% | ||
Noncontrolling interests in consolidated entities | 30.00% | 30.00% | ||
Noncontrolling ownership | 100.00% | 100.00% | ||
Carrying value of noncontrolling interests | $ 130 | $ 164 | ||
Assets, available only to settle subsidiary's obligations | 1,712 | 1,852 | ||
Liabilities | 1,646 | 1,671 | ||
Pure Wellness | Notes Payable to Banks | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | 0 | |||
Pure Wellness | Notes Payable to Banks | Term Loan Due October 2018 | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | 0 | |||
Pure Wellness | Revolving Credit Facility | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | 45 | |||
Pure Wellness | Revolving Credit Facility | Facility due On Demand | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 40 | $ 45 | ||
RED | ||||
Noncontrolling Interest [Line Items] | ||||
Ashford Inc. ownership interest | 84.21% | 84.21% | 84.00% | |
Redeemable noncontrolling interests | 0.00% | 0.00% | ||
Noncontrolling interests in consolidated entities | 15.79% | 15.79% | ||
Noncontrolling ownership | 100.00% | 100.00% | ||
Carrying value of noncontrolling interests | $ 47 | $ 37 | ||
Assets, available only to settle subsidiary's obligations | 20,806 | 19,277 | ||
Liabilities | 11,938 | 10,652 | ||
RED | Notes Payable to Banks | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 7,686 | 6,275 | ||
RED | Revolving Credit Facility | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 106 | |||
Other | ||||
Noncontrolling Interest [Line Items] | ||||
Ashford Inc. ownership interest | 55.00% | 55.00% | ||
Redeemable noncontrolling interests | 0.00% | 0.00% | ||
Noncontrolling interests in consolidated entities | 45.00% | 45.00% | ||
Noncontrolling ownership | 100.00% | 100.00% | ||
Carrying value of noncontrolling interests | $ 15 | $ 32 | ||
Assets, available only to settle subsidiary's obligations | 216 | 250 | ||
Liabilities | 72 | 59 | ||
Other | Notes Payable to Banks | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | 0 | 0 | ||
Other | Revolving Credit Facility | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 0 | |||
Other | Revolving Credit Facility | Facility Due March 2019 | ||||
Noncontrolling Interest [Line Items] | ||||
Long-term debt, gross | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - USD ($) | Mar. 01, 2019 | Jan. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Noncontrolling Interest [Line Items] | |||||
Impairment | $ 178,213,000 | $ 0 | |||
Investments in unconsolidated entities | 3,712,000 | $ 3,476,000 | |||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | |||
Equity in earnings (loss) of unconsolidated entities | 236,000 | (275,000) | |||
Property and equipment, net | 110,438,000 | 116,190,000 | |||
Other current liabilities | 15,700,000 | 10,800,000 | |||
Contingent consideration | 2,072,000 | 5,627,000 | |||
Furniture, Fixtures and Equipment | |||||
Noncontrolling Interest [Line Items] | |||||
Finance lease assets | 43,800,000 | 44,100,000 | |||
Property and equipment, net | 31,200,000 | 33,500,000 | |||
Audio visual | |||||
Noncontrolling Interest [Line Items] | |||||
Property and equipment, net | 15,400,000 | 15,100,000 | |||
Maritime Equipment [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Property and equipment, net | 10,100,000 | 10,100,000 | |||
REA Holdings | |||||
Noncontrolling Interest [Line Items] | |||||
Ashford Inc. ownership interest | 30.00% | ||||
Remington | |||||
Noncontrolling Interest [Line Items] | |||||
Other current liabilities | 1,400,000 | 2,200,000 | |||
REA Holdings | |||||
Noncontrolling Interest [Line Items] | |||||
Investments in unconsolidated entities | 2,898,000 | $ 2,662,000 | |||
Payments to acquire investments | $ 0 | $ 2,176,000 | |||
Voting interests acquired | 30.00% | 30.00% | |||
BAV | |||||
Noncontrolling Interest [Line Items] | |||||
Contingent consideration | $ 5,100,000 | $ 4,600,000 | |||
BAV | JSAV | |||||
Noncontrolling Interest [Line Items] | |||||
Interest issued and issuable, 18 months | $ 500,000 | 500,000 | 500,000 | ||
Contingent consideration | 2,100,000 | 1,600,000 | |||
REA Holdings | |||||
Noncontrolling Interest [Line Items] | |||||
Purchase price | $ 3,000,000 | ||||
Payments to acquire investments | $ 2,100,000 | ||||
Shares issued (in shares) | 16,529 | ||||
Equity issuance | $ 890,000 | ||||
Option to acquire additional ownership interest | 50.00% | ||||
Ownership interests, value | $ 12,500,000 | ||||
Unconsolidated variable interest entity | |||||
Noncontrolling Interest [Line Items] | |||||
Investments in unconsolidated entities | $ 500,000 | $ 500,000 |
Revenues (Details)
Revenues (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Deferred Revenue and Contract Balances | |||
Balance | $ 13,280 | $ 13,544 | $ 13,544 |
Increases to deferred income | 7,082 | 2,072 | |
Recognition of revenue | (2,112) | (2,445) | |
Balance | $ 18,250 | 13,171 | 13,280 |
Period of unsatisfied performance obligations | 1 year | ||
Accounts receivable, net | $ 14,949 | $ 7,241 | |
Total revenues | $ 133,842 | 63,320 | |
Number of reportable segments | segment | 5 | ||
Corporate and Other | |||
Deferred Revenue and Contract Balances | |||
Total revenues | $ 7,081 | 3,682 | |
Base advisory fee | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 11,537 | 10,622 | |
Incentive advisory fee | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 170 | 170 | |
Other advisory revenue | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 129 | 128 | |
Total advisory services revenue | |||
Deferred Revenue and Contract Balances | |||
Recognition of revenue | (554) | (770) | |
Total revenues | 11,836 | 10,920 | |
Total advisory services revenue | Corporate and Other | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Base fee | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 6,124 | 0 | |
Project management | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 3,938 | 6,442 | |
Project management | Corporate and Other | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Audio visual | |||
Deferred Revenue and Contract Balances | |||
Recognition of revenue | (931) | (1,000) | |
Total revenues | 29,674 | 30,975 | |
Audio visual | Corporate and Other | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Other | |||
Deferred Revenue and Contract Balances | |||
Recognition of revenue | (627) | (636) | |
Total revenues | 6,691 | 5,010 | |
Debt placement fees | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 128 | 1,354 | |
Claims management services | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 57 | 41 | |
Lease revenue | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 1,030 | |
Other services | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 6,506 | 2,585 | |
Total other revenue | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 6,691 | 5,010 | |
Cost reimbursement revenue | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 75,579 | 9,973 | |
Cost reimbursement revenue | Corporate and Other | |||
Deferred Revenue and Contract Balances | |||
Total revenues | $ 969 | 0 | |
Remington | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Base management fee, percentage of hotel revenues | 3.00% | 3.00% | |
Incentive management fee, percent of hotel revenues | 1.00% | ||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | ||
Remington | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | $ 70,456 | ||
Remington | Total advisory services revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | ||
Remington | Project management | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | ||
Remington | Audio visual | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | ||
Remington | Cost reimbursement revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 64,332 | ||
JSAV | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 29,674 | 30,975 | |
JSAV | United States | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 21,758 | 23,142 | |
JSAV | Mexico | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 6,471 | 5,728 | |
JSAV | Dominican Republic | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 1,445 | 2,105 | |
JSAV | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 29,674 | 30,975 | |
JSAV | Total advisory services revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
JSAV | Project management | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
JSAV | Audio visual | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 29,674 | 30,975 | |
JSAV | Audio visual | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 29,674 | 30,975 | |
JSAV | Cost reimbursement revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Premier | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 5,152 | 7,790 | |
Premier | Total advisory services revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Premier | Project management | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 3,938 | 6,442 | |
Premier | Project management | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 3,938 | 6,442 | |
Premier | Audio visual | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Premier | Cost reimbursement revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 1,214 | 1,348 | |
REIT Advisory | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 20,957 | 20,616 | |
REIT Advisory | Total advisory services revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 11,836 | 10,920 | |
REIT Advisory | Project management | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
REIT Advisory | Audio visual | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
REIT Advisory | Cost reimbursement revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 9,064 | 8,625 | |
OpenKey | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 522 | 257 | |
OpenKey | Total advisory services revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
OpenKey | Project management | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
OpenKey | Audio visual | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
OpenKey | Cost reimbursement revenue | Operating Segments | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Ashford Trust | |||
Deferred Revenue and Contract Balances | |||
Due from related parties | 1,280 | $ 4,805 | |
Total revenues | 86,362 | 22,174 | |
Ashford Trust | Base fee | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 5,693 | 0 | |
Ashford Trust | Project management | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 3,082 | 4,016 | |
Ashford Trust | Audio visual | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Ashford Trust | Cost reimbursement revenue | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 68,073 | 7,610 | |
Ashford Trust | Remington | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 65,535 | 0 | |
Ashford Trust | Premier | Project management | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 3,942 | 4,939 | |
Ashford Trust | REIT Advisory | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 15,608 | 15,689 | |
Ashford Trust | REIT Advisory | Audio visual | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 4,597 | 3,823 | |
Ashford Trust | OpenKey | |||
Deferred Revenue and Contract Balances | |||
Total revenues | $ 99 | 28 | |
Ashford Trust | Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Advisory services, monthly base fee | 0.50% | ||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000 | ||
Ashford Trust | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Advisory services, monthly base fee | 0.70% | ||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000 | ||
Braemar | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Advisory services, monthly base fee | 0.70% | ||
Deferred Revenue and Contract Balances | |||
Investment in unconsolidated entities | $ 5,000 | ||
Due from related parties | 891 | $ 1,591 | |
Total revenues | 11,347 | 8,218 | |
Braemar | Base fee | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 355 | 0 | |
Braemar | Project management | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 743 | 2,371 | |
Braemar | Audio visual | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 0 | 0 | |
Braemar | Cost reimbursement revenue | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 6,870 | 2,314 | |
Braemar | Remington | Project management | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 4,217 | 0 | |
Braemar | Premier | Project management | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 1,093 | 2,747 | |
Braemar | REIT Advisory | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 5,346 | 4,927 | |
Braemar | REIT Advisory | Audio visual | |||
Deferred Revenue and Contract Balances | |||
Total revenues | 1,005 | 183 | |
Braemar | OpenKey | |||
Deferred Revenue and Contract Balances | |||
Total revenues | $ 60 | $ 20 |
Revenues Revenues - Remaining P
Revenues Revenues - Remaining Performance Obligations (Details) | Mar. 31, 2020 |
Braemar | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Initial contract period | 10 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Nov. 06, 2019 | Jul. 18, 2019 | Mar. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Nov. 01, 2017 |
Business Acquisition [Line Items] | |||||||
Total revenues | $ 133,842,000 | $ 63,320,000 | |||||
Net income (loss) | (178,240,000) | 568,000 | |||||
Contingent consideration | 2,072,000 | $ 5,627,000 | |||||
Non-recurring transaction costs | 406,000 | 750,000 | |||||
Asset impairment charges | $ 5,500,000 | ||||||
Remington | |||||||
Business Acquisition [Line Items] | |||||||
Total revenues | 0 | ||||||
RED | |||||||
Business Acquisition [Line Items] | |||||||
Ownership by parent | 84.00% | 84.21% | 84.21% | ||||
Operating Segments | Remington | |||||||
Business Acquisition [Line Items] | |||||||
Total revenues | $ 70,456,000 | ||||||
Net income (loss) | (127,270,000) | ||||||
Impairment | 121,048,000 | ||||||
Remington | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of Ashford Inc. common stock issued | $ 275,000,000 | ||||||
Equity interest issued (in shares) | 11,000,000 | ||||||
Favorable lease terms | $ 4,200,000 | ||||||
Increase to value of management contracts | 40,900,000 | ||||||
Increase to deferred tax liability | 10,300,000 | ||||||
Increase in the fair value of the purchase price | 1,300,000 | ||||||
Sebago | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of Ashford Inc. common stock issued | $ 4,547,000 | ||||||
Equity interest issued (in shares) | 135,366 | ||||||
Cash payment | 1,000,000 | ||||||
Total revenues | 1,400,000 | ||||||
Net income (loss) | 9,000 | ||||||
Cash consideration | $ 2,500,000 | ||||||
Share price (in dollars per share) | $ 33.24 | ||||||
Estimated fair value | $ 4,500,000 | ||||||
Contingent consideration | $ 1,000,000 | ||||||
Goodwill expected tax deductible | $ 1,200,000 | ||||||
JSAV | |||||||
Business Acquisition [Line Items] | |||||||
Voting interests acquired | 88.00% | 85.00% | |||||
BAV | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of Ashford Inc. common stock issued | $ 3,748,000 | ||||||
Cash consideration | 0 | 4,332,000 | |||||
Contingent consideration | 5,100,000 | 4,600,000 | |||||
BAV | JSAV | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of Ashford Inc. common stock issued | $ 3,500,000 | ||||||
Equity interest issued (in shares) | 61,387 | ||||||
Total revenues | 2,800,000 | 1,700,000 | |||||
Net income (loss) | 606,000 | $ 253,000 | |||||
Cash consideration | $ 5,000,000 | ||||||
Share price (in dollars per share) | $ 57.01 | ||||||
Estimated fair value | $ 3,700,000 | ||||||
Interest issued and issuable, 18 months | 500,000 | 500,000 | 500,000 | ||||
Contingent consideration possible | 1,400,000 | ||||||
Contingent consideration | 2,100,000 | $ 1,600,000 | |||||
Goodwill expected tax deductible | $ 4,800,000 | ||||||
BAV | Minimum | JSAV | |||||||
Business Acquisition [Line Items] | |||||||
Payable term | 12 months | ||||||
BAV | Maximum | JSAV | |||||||
Business Acquisition [Line Items] | |||||||
Payable term | 18 months | ||||||
Contingent consideration | $ 3,000,000 |
Acquisitions - Schedules (Detai
Acquisitions - Schedules (Details) - USD ($) $ in Thousands | Nov. 06, 2019 | Jul. 18, 2019 | Mar. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 66,834 | $ 205,606 | ||||
Pro Forma Financial Results | ||||||
Total revenue | $ 146,790 | |||||
Total revenues | 133,842 | 63,320 | ||||
Net income (loss) | (177,834) | 1,085 | ||||
Net income (loss) attributable to common stockholders | (185,919) | (7,639) | ||||
Remington | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of Ashford Inc. common stock issued | $ 275,000 | |||||
Preferred stock discount | (2,550) | |||||
Less working capital adjustments | 1,341 | |||||
Purchase price consideration | 273,791 | |||||
Current assets | 27,661 | |||||
Assets acquired under finance leases | $ 44,294 | |||||
Estimated Useful Life | 35 years | |||||
FF&E | $ 466 | |||||
Operating lease right-of-use assets | 24,649 | |||||
Finance lease liabilities, current | 331 | |||||
Operating lease liabilities, current | 2,038 | |||||
Goodwill | 175,653 | |||||
Finance lease liabilities, non-current | 39,773 | |||||
Operating lease liabilities, non-current | 22,611 | |||||
Indefinite-lived intangibles | 10,400 | |||||
Finite-lived intangibles | 107,600 | |||||
Total assets acquired | 390,723 | |||||
Current liabilities | 23,740 | |||||
Noncurrent liabilities | 28,439 | |||||
Total assumed liabilities | 116,932 | |||||
Net assets acquired | $ 273,791 | |||||
Remington | Management contracts | ||||||
Business Acquisition [Line Items] | ||||||
Estimated Useful Life | 22 years | |||||
Sebago | ||||||
Business Acquisition [Line Items] | ||||||
Term loan | $ 2,500 | |||||
Fair value of Ashford Inc. common stock issued | 4,547 | |||||
Less working capital adjustments | (74) | |||||
Purchase price consideration | 6,973 | |||||
Current assets | 76 | |||||
FF&E | $ 1,530 | |||||
Estimated Useful Life | 20 years | |||||
Operating lease right-of-use assets | $ 391 | |||||
Goodwill | 1,235 | |||||
Indefinite-lived intangibles | 490 | |||||
Finite-lived intangibles | 3,100 | |||||
Total assets acquired | 9,042 | |||||
Current liabilities | 291 | |||||
Noncurrent liabilities | 1,778 | |||||
Total assumed liabilities | 2,069 | |||||
Net assets acquired | 6,973 | |||||
Pro Forma Financial Results | ||||||
Total revenues | 1,400 | |||||
Sebago | Marine vessels | ||||||
Business Acquisition [Line Items] | ||||||
FF&E | $ 2,220 | |||||
Estimated Useful Life | 20 years | |||||
Sebago | Boat slip rights | ||||||
Business Acquisition [Line Items] | ||||||
Estimated Useful Life | 20 years | |||||
BAV | ||||||
Business Acquisition [Line Items] | ||||||
Term loan | $ 5,000 | |||||
Fair value of Ashford Inc. common stock issued | 3,748 | |||||
Less working capital adjustments | (733) | |||||
Consideration payable | 500 | |||||
Fair value of contingent consideration | 1,384 | |||||
Purchase price consideration | 9,899 | |||||
BAV | JSAV | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of Ashford Inc. common stock issued | 3,500 | |||||
Current assets | 754 | |||||
FF&E | $ 1,983 | |||||
Estimated Useful Life | 5 years | |||||
Operating lease right-of-use assets | $ 165 | |||||
Goodwill | 4,827 | |||||
Indefinite-lived intangibles | 440 | |||||
Finite-lived intangibles | 2,800 | |||||
Total assets acquired | 10,969 | |||||
Current liabilities | 639 | |||||
Noncurrent liabilities | 431 | |||||
Total assumed liabilities | 1,070 | |||||
Net assets acquired | $ 9,899 | |||||
Pro Forma Financial Results | ||||||
Total revenues | $ 2,800 | $ 1,700 | ||||
BAV | Customer relationships | JSAV | ||||||
Business Acquisition [Line Items] | ||||||
Estimated Useful Life | 15 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Nov. 06, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment | $ (7,641,000) | |||
Asset impairment charges | 5,500,000 | |||
Goodwill | 66,834,000 | $ 205,606,000 | ||
Indefinite-lived intangible assets, written down amount | 6,890,000 | |||
Amortization expense | 6,800,000 | $ 3,000,000 | ||
Indefinite-lived intangible assets | $ 14,531,000 | 14,431,000 | ||
Management contracts | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 30 years | |||
Remington | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 175,653,000 | |||
Indefinite-lived intangibles | $ 10,400,000 | |||
Remington | Management contracts | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 22 years | |||
Remington | Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment | $ (5,500,000) | |||
Indefinite-lived intangible assets, written down amount | $ 4,900,000 | |||
Indefinite-lived intangible assets | 10,300,000 | |||
JSAV | Customer relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 5 years | |||
JSAV | Customer relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 15 years | |||
JSAV | Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment | $ (2,141,000) | |||
Indefinite-lived intangible assets, written down amount | 1,500,000 | |||
Indefinite-lived intangible assets | $ 3,641,000 | 3,641,000 | ||
RED | Boat slip rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 20 years | |||
RED | Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets | $ 490,000 | 490,000 | ||
Premier | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charge | (49,524,000) | |||
Operating Segments | Remington | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charge | (121,048,000) | |||
Goodwill | 54,606,000 | 143,854,000 | ||
Operating Segments | Premier | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charge | (49,524,000) | |||
Goodwill | 0 | $ 49,524,000 | ||
Goodwill | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charge | $ (170,572,000) | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Goodwill (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | $ 205,606,000 |
Changes in goodwill: | |
Adjustments | 31,800,000 |
Balance at March 31, 2020 | 66,834,000 |
Premier | |
Changes in goodwill: | |
Impairments | (49,524,000) |
Operating Segments | Remington | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 143,854,000 |
Changes in goodwill: | |
Adjustments | 31,800,000 |
Impairments | (121,048,000) |
Balance at March 31, 2020 | 54,606,000 |
Operating Segments | Premier | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 49,524,000 |
Changes in goodwill: | |
Adjustments | 0 |
Impairments | (49,524,000) |
Balance at March 31, 2020 | 0 |
Operating Segments | JSAV | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 10,211,000 |
Changes in goodwill: | |
Adjustments | 0 |
Impairments | 0 |
Balance at March 31, 2020 | 10,211,000 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 2,017,000 |
Changes in goodwill: | |
Adjustments | 0 |
Impairments | 0 |
Balance at March 31, 2020 | $ 2,017,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Nov. 06, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 314,241 | $ 355,138 | |
Accumulated Amortization | (28,416) | (21,608) | |
Net Carrying Amount | 285,825 | 333,530 | |
Indefinite-lived intangible assets | 14,531 | 14,431 | |
Impairment | (7,641) | ||
Indefinite-lived intangible assets, Net Carrying Amount | 6,890 | ||
Other | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 47 | 44 | |
Accumulated Amortization | (7) | (3) | |
Net Carrying Amount | 40 | 41 | |
Remington | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangibles | $ 10,400 | ||
Remington | Trademarks | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 10,300 | ||
Impairment | (5,500) | ||
Indefinite-lived intangible assets, Net Carrying Amount | 4,900 | ||
Remington | Management contracts | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 107,600 | 148,500 | |
Accumulated Amortization | (5,762) | (2,436) | |
Net Carrying Amount | 101,838 | 146,064 | |
Premier | Management contracts | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 194,000 | 194,000 | |
Accumulated Amortization | (19,980) | (16,830) | |
Net Carrying Amount | 174,020 | 177,170 | |
JSAV | Trademarks | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 3,641 | 3,641 | |
Impairment | (2,141) | ||
Indefinite-lived intangible assets, Net Carrying Amount | 1,500 | ||
JSAV | Customer relationships | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,319 | 9,319 | |
Accumulated Amortization | (2,453) | (2,173) | |
Net Carrying Amount | 6,866 | 7,146 | |
RED | Trademarks | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 490 | 490 | |
RED | Boat slip rights | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3,100 | 3,100 | |
Accumulated Amortization | (109) | (70) | |
Net Carrying Amount | 2,991 | 3,030 | |
Pure Wellness | Customer relationships | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 175 | 175 | |
Accumulated Amortization | (105) | (96) | |
Net Carrying Amount | $ 70 | $ 79 |
Notes Payable, net (Details)
Notes Payable, net (Details) - USD ($) | Jul. 19, 2024 | Mar. 19, 2020 | Jul. 18, 2019 | Mar. 31, 2020 | Mar. 31, 2021 | Jun. 23, 2020 | Mar. 24, 2020 | Dec. 31, 2019 | Mar. 01, 2019 | Feb. 28, 2019 | Feb. 27, 2019 | Aug. 31, 2018 | Mar. 23, 2018 | Apr. 06, 2017 |
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 63,124,000 | $ 36,810,000 | ||||||||||||
Less deferred loan costs, net | (673,000) | (227,000) | ||||||||||||
Notes payable less net deferred loan costs | 62,451,000 | 36,583,000 | ||||||||||||
Less current portion | (57,944,000) | (3,550,000) | ||||||||||||
Notes payable, net - non-current | 4,507,000 | $ 33,033,000 | ||||||||||||
RED | U.S. Virgin Islands | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 3,800,000 | |||||||||||||
Forecast | RED | COVID-19 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt balances to be repaid | $ 2,600,000 | |||||||||||||
Forecast | JSAV | COVID-19 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt balances to be repaid | $ 20,200,000 | |||||||||||||
LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Reference rate | 0.99288% | 1.76% | ||||||||||||
Prime Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Reference rate | 3.25% | 4.75% | ||||||||||||
Revolving Credit Facility | JSAV | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 135,000 | $ 2,599,000 | ||||||||||||
Revolving Credit Facility | Pure Wellness | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | 45,000 | |||||||||||||
Revolving Credit Facility | RED | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | 106,000 | |||||||||||||
Revolving Credit Facility | Senior revolving credit facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 35,000,000 | 10,000,000 | ||||||||||||
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 | 2.25% | |||||||||||||
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 | 3.25% | |||||||||||||
Revolving Credit Facility | Facility Due 2022 | JSAV | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 135,000 | 2,599,000 | ||||||||||||
Revolving Credit Facility | Facility Due 2022 | JSAV | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.25% | |||||||||||||
Revolving Credit Facility | Facility due On Demand | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 100,000 | |||||||||||||
Revolving Credit Facility | Facility due On Demand | Pure Wellness | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 40,000 | 45,000 | ||||||||||||
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 February 2020 | RED | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 250,000 | |||||||||||||
Revolving Credit Facility | Facility Due 2020 | RED | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 246,000 | 106,000 | ||||||||||||
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] | ||||||||||||||
Maximum borrowing capacity | 3,000,000 | $ 3,500,000 | ||||||||||||
Face amount of debt | 5,000,000 | |||||||||||||
Term Loan Agreement | Senior revolving credit facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 1.25% | |||||||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||||||
Remaining balance | 25,000,000 | |||||||||||||
Line of credit outstanding | $ 35,000,000 | $ 35,000,000 | ||||||||||||
Debt term | 4 years | |||||||||||||
Minimum consolidated net worth required to maintain | 23,200,000 | |||||||||||||
Term Loan Agreement | Senior revolving credit facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Floor rate | 0.50% | |||||||||||||
Term Loan Agreement | Senior revolving credit facility | Fixed Charge Coverage Ratio | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||||
Term Loan Agreement | Senior revolving credit facility | Fixed Charge Coverage Ratio | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 5.00% | |||||||||||||
Notes Payable to Banks | JSAV | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | 20,017,000 | 17,785,000 | ||||||||||||
Notes Payable to Banks | Pure Wellness | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | 0 | |||||||||||||
Notes Payable to Banks | RED | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | 7,686,000 | 6,275,000 | ||||||||||||
Notes Payable to Banks | Term Loan Due November 2022 | JSAV | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 12,300,000 | 12,642,000 | ||||||||||||
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 | $ 6,017,000 | 3,393,000 | ||||||||||||
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 | $ 1,700,000 | 1,750,000 | ||||||||||||
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 | $ 581,000 | 605,000 | ||||||||||||
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 | $ 1,375,000 | 1,400,000 | ||||||||||||
Face amount of debt | $ 1,400,000 | |||||||||||||
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 | $ 1,592,000 | 1,636,000 | ||||||||||||
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% | |||||||||||||
Notes Payable to Banks | Term Loan Due July 2029 | RED | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 1,663,000 | 1,674,000 | ||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||
Debt term | 5 years | |||||||||||||
Face amount of debt | $ 1,700,000 | |||||||||||||
Notes Payable to Banks | Term Loan Due July 2029 | RED | Forecast | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||||
Floor interest rate | 6.00% | |||||||||||||
Notes Payable to Banks | Term Loan Due July 2022 | RED | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 900,000 | 960,000 | ||||||||||||
Interest rate | 6.50% | |||||||||||||
Face amount of debt | $ 1,100,000 | |||||||||||||
Notes Payable to Banks | Term Loan Due February 2028 | RED | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt, gross | $ 1,575,000 | $ 0 | ||||||||||||
Face amount of debt | $ 1,900,000 | |||||||||||||
Notes Payable to Banks | Term Loan Due February 2028 | RED | Prime Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||||
Interest Rate Cap | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Notional amount | $ 5,000,000 | |||||||||||||
Derivative interest rate | 4.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 06, 2019 | Jul. 18, 2019 | Mar. 01, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | $ 2,072,000 | $ 5,627,000 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Goodwill | 66,834,000 | 205,606,000 | ||||||
Indefinite-lived intangible assets, written down amount | 6,890,000 | |||||||
Intangible asset impairment charges | $ (7,641,000) | |||||||
Total | (178,588,000) | $ 0 | ||||||
Unrealized gain (loss) | 3,316,000 | (758,000) | ||||||
Net | (175,272,000) | (758,000) | ||||||
Available-for-sale securities | 171,000 | |||||||
BAV | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 5,100,000 | 4,600,000 | ||||||
Sebago | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 1,000,000 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Goodwill | $ 1,235,000 | |||||||
Remington | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Goodwill | $ 175,653,000 | |||||||
Trademarks | JSAV | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Indefinite-lived intangible assets, written down amount | 1,500,000 | |||||||
Intangible asset impairment charges | (2,141,000) | |||||||
Trademarks | Remington | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Indefinite-lived intangible assets, written down amount | 4,900,000 | |||||||
Intangible asset impairment charges | (5,500,000) | |||||||
Goodwill | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Impairments | (170,572,000) | 0 | ||||||
Intangible assets, net | Trademarks | Remington | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Intangible asset impairment charges | 0 | |||||||
Remington | Operating Segments | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Impairments | (121,048,000) | |||||||
Goodwill | 54,606,000 | 143,854,000 | ||||||
Premier | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Impairments | (49,524,000) | |||||||
Premier | Operating Segments | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Impairments | (49,524,000) | |||||||
Goodwill | 0 | 49,524,000 | ||||||
Restricted Investments | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Restricted investment, carrying value | (340,000) | (1,195,000) | ||||||
Historical Cost | 1,196,000 | 1,309,000 | ||||||
Gross Unrealized Gains | 0 | $ 0 | ||||||
Gross Unrealized Losses | (856,000) | (114,000) | ||||||
Contingent consideration | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Acquisitions | 0 | |||||||
Gains (losses) included in earnings | (41,000) | |||||||
Dispositions and settlements | 0 | |||||||
Transfers into/out of Level 3 (2) | 3,000,000 | |||||||
Unrealized gain (loss) | (463,000) | (18,000) | ||||||
Subsidiary compensation plan | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Unrealized gain (loss) | 202,000 | 0 | ||||||
Deferred compensation plan | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Unrealized gain (loss) | 3,577,000 | (740,000) | ||||||
JSAV | BAV | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 2,100,000 | 1,600,000 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Goodwill | $ 4,827,000 | |||||||
Ashford Trust | Restricted Investments | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Restricted investment, carrying value | 0 | (214,000) | ||||||
Braemar | Restricted Investments | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Restricted investment, carrying value | $ 0 | (161,000) | ||||||
Fair Value, Measurements, Recurring | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 340,000 | 1,195,000 | ||||||
Contingent consideration | (2,072,000) | (5,627,000) | (2,072,000) | (5,627,000) | ||||
Subsidiary compensation plan | (42,000) | (415,000) | ||||||
Deferred compensation plan | (1,150,000) | (4,729,000) | ||||||
Total | (3,264,000) | (10,771,000) | ||||||
Net | (2,924,000) | (9,576,000) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Balance at December 31, 2019 | (5,627,000) | |||||||
Balance at March 31, 2020 | (2,072,000) | (5,627,000) | ||||||
Fair Value, Measurements, Recurring | Ashford Trust | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 259,000 | 768,000 | ||||||
Fair Value, Measurements, Recurring | Braemar | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 81,000 | 427,000 | ||||||
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 340,000 | 1,195,000 | ||||||
Contingent consideration | (2,072,000) | (2,668,000) | (2,072,000) | (2,668,000) | ||||
Subsidiary compensation plan | 0 | 0 | ||||||
Deferred compensation plan | (1,150,000) | (4,729,000) | ||||||
Total | (3,222,000) | (7,397,000) | ||||||
Net | (2,882,000) | (6,202,000) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Balance at December 31, 2019 | (2,668,000) | |||||||
Balance at March 31, 2020 | (2,072,000) | (2,668,000) | ||||||
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | Ashford Trust | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 259,000 | 768,000 | ||||||
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | Braemar | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 81,000 | 427,000 | ||||||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 0 | 0 | ||||||
Contingent consideration | 0 | 0 | 0 | 0 | ||||
Subsidiary compensation plan | (42,000) | (415,000) | ||||||
Deferred compensation plan | 0 | 0 | ||||||
Total | (42,000) | (415,000) | ||||||
Net | (42,000) | (415,000) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Balance at December 31, 2019 | 0 | |||||||
Balance at March 31, 2020 | 0 | 0 | ||||||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Ashford Trust | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 0 | 0 | ||||||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Braemar | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 0 | 0 | ||||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 0 | 0 | ||||||
Contingent consideration | 0 | (2,959,000) | 0 | (2,959,000) | ||||
Subsidiary compensation plan | 0 | 0 | ||||||
Deferred compensation plan | 0 | 0 | ||||||
Total | 0 | (2,959,000) | ||||||
Net | 0 | (2,959,000) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||||||
Balance at December 31, 2019 | (2,959,000) | |||||||
Balance at March 31, 2020 | $ 0 | $ (2,959,000) | ||||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Ashford Trust | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | 0 | 0 | ||||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Braemar | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Restricted Investment | $ 0 | $ 0 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Restricted investment, Fair value | $ 340 | $ 1,195 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | 1,150 | 4,729 | ||
Deferred compensation plan, Fair value | 1,150 | 4,729 | ||
Contingent consideration | 2,072 | 5,627 | ||
Contingent consideration, Fair value | 2,072 | 5,627 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 54,906 | 35,349 | $ 39,953 | $ 51,529 |
Cash and cash equivalents, Fair value | 54,906 | 35,349 | ||
Restricted cash, Carrying value | 20,671 | 17,900 | 12,604 | $ 7,914 |
Restricted cash, Fair value | 20,671 | 17,900 | ||
Accounts receivable, net, Carrying value | 14,949 | 7,241 | ||
Accounts receivable, net, Fair value | 14,949 | 7,241 | ||
Due from affiliates, Carrying value | 121 | 357 | ||
Due from affiliates, Fair value | 121 | 357 | ||
Investments in unconsolidated entities, Carrying value | 3,712 | 3,476 | ||
Investments in unconsolidated entities, Fair value | 3,712 | 3,476 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 29,550 | 39,160 | ||
Accounts payable and accrued expenses, Fair value | 29,550 | 39,160 | ||
Dividends payable, Carrying value | 7,875 | 4,725 | ||
Dividends payable, Fair value | 7,875 | 4,725 | ||
Due to affiliates, Carrying value | 1,828 | 1,011 | ||
Due to affiliates, Fair value | 1,828 | 1,011 | ||
Other liabilities, Carrying value | 21,071 | 13,868 | ||
Other liabilities, Fair value | 21,071 | 13,868 | ||
Notes payable, Carrying value | 63,124 | 36,810 | ||
Minimum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | 58,277 | 34,705 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | $ 64,411 | 38,359 | ||
Maximum maturity period of financial assets | 90 days | |||
Ashford Trust | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | $ 1,280 | 4,805 | ||
Due from related parties, Fair value | 1,280 | 4,805 | ||
Braemar | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Carrying value | 891 | 1,591 | ||
Due from related parties, Fair value | 891 | 1,591 | ||
Restricted Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Restricted investment | 340 | $ 1,195 | ||
Restricted Investments | Ashford Trust | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Restricted investment | 214 | 0 | ||
Restricted Investments | Braemar | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Restricted investment | $ 161 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Long-term Purchase Commitment [Line Items] | |||
Contingent consideration | $ 463 | $ 18 | |
Ashford Trust | |||
Long-term Purchase Commitment [Line Items] | |||
ERFP commitments | 11,400 | $ 11,400 | |
Fair Value, Measurements, Recurring | |||
Long-term Purchase Commitment [Line Items] | |||
Contingent consideration | $ 5,100 | $ 5,600 |
Equity (Deficit) (Details)
Equity (Deficit) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 23, 2020right$ / shares | |
Class of Stock [Line Items] | |||
Total net (income) loss allocated to noncontrolling interests | $ 160 | $ 163 | |
OpenKey | |||
Class of Stock [Line Items] | |||
Total net (income) loss allocated to noncontrolling interests | 119 | 177 | |
RED | |||
Class of Stock [Line Items] | |||
Total net (income) loss allocated to noncontrolling interests | (10) | (34) | |
Pure Wellness | |||
Class of Stock [Line Items] | |||
Total net (income) loss allocated to noncontrolling interests | 35 | 20 | |
Other | |||
Class of Stock [Line Items] | |||
Total net (income) loss allocated to noncontrolling interests | $ 16 | $ 0 | |
Series E Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred share purchase right | right | 1 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Share of preferred stock (in dollars per share) | $ / shares | 275 | ||
Acquiring right price (in dollars per share) | $ / shares | $ 0.001 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2020 | Nov. 06, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 06, 2022 | Nov. 06, 2021 |
Redeemable Noncontrolling Interest [Line Items] | |||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 440 | $ (21) | |||||
Amortization of preferred stock discount | (810) | (491) | |||||
Preferred dividends | $ 3,938 | $ 2,791 | |||||
Preferred dividends (in dollars per share) | $ 0.2060 | $ 0.3438 | |||||
Preferred dividends - undeclared | $ 3,937 | $ 0 | |||||
Preferred dividends per share - undeclared (in dollars per share) | $ 0.2059 | $ 0 | |||||
Accumulated Deficit | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Amortization of preferred stock discount | $ (810) | $ (491) | |||||
Preferred dividends | 2,791 | ||||||
Series D Convertible Preferred Stock | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Dividend rate | 50.00% | 50.00% | |||||
Preferred stock, consent percentage | 55.00% | ||||||
Remington | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Fair value of Ashford Inc. common stock issued | $ 275,000 | ||||||
Remington | Series D Convertible Preferred Stock | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Value assigned for exchanged stock | 203,000 | ||||||
Value assigned after transactions | $ 478,000 | ||||||
Liquidation value (in dollars per share) | $ 25 | ||||||
Dividend rate | 6.59% | 10.00% | |||||
Share price (in dollars per share) | $ 117.50 | ||||||
Remington | Series D Convertible Preferred Stock | Forecast | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Dividend rate | 7.28% | 6.99% | |||||
Premier | Series B Convertible Preferred Stock | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Equity interest issued, value assigned | $ 203,000 | ||||||
Premier | Series D Convertible Preferred Stock | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Redemption increments amount | $ 25,000 | ||||||
Redemption price (in dollars per share) | $ 25.125 | ||||||
Ashford Holdings | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 336 | 4 | |||||
JSAV | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Net (income) loss attributable to redeemable noncontrolling interests | (19) | (227) | |||||
OpenKey | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 123 | $ 202 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated stock-based compensation expense | $ 8,940 | $ 8,026 |
Unrecognized compensation expense, stock options | $ 8,500 | |
Period for recognition | 1 year 6 days | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated stock-based compensation expense | $ 2,089 | 2,151 |
Employee Stock Option | Employee equity grant expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated stock-based compensation expense | 105 | 0 |
Stock Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated stock-based compensation expense | 2,049 | 2,158 |
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 | (145) | 7 |
Stock Compensation Plan | REIT equity-based compensation | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated stock-based compensation expense | 6,891 | $ 5,868 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense, stock options | $ 2,700 | |
Period for recognition | 2 years 10 months 10 days |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Deferred Revenue Arrangement [Line Items] | |||
Deferral of compensation percentage maximum | 100.00% | ||
Unrealized gain (loss) | $ 3,316 | $ (758) | |
Distribution from deferred compensation plan | 2 | $ 46 | |
Deferred compensation plan distribution (in shares) | 1 | ||
Deferred compensation plan liability | $ 1,150 | $ 4,729 | |
Common Stock | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred compensation plan distribution (in shares) | 0 | 1 | |
Deferred compensation plan | |||
Deferred Revenue Arrangement [Line Items] | |||
Unrealized gain (loss) | $ 3,577 | $ (740) |
Related Party Transactions (Det
Related Party Transactions (Details) | Mar. 20, 2020USD ($)installment | Jan. 24, 2017 | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 21, 2017USD ($) |
Related Party Transaction [Line Items] | ||||||||
Deferred revenue | $ 18,250,000 | $ 13,171,000 | $ 13,280,000 | $ 13,544,000 | ||||
Total revenues | 133,842,000 | 63,320,000 | ||||||
Advisory agreement, amount due upon approval | $ 5,000,000 | |||||||
Advisory agreement, initial term | 10 years | |||||||
Lismore Capital LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate installment fee percentage | 0.50% | |||||||
Advisory services fee percentage | 0.125% | |||||||
Advisory services fee, installment percentage | 0.125% | |||||||
Number of installments | installment | 6 | |||||||
Advisory services fee amount | $ 4,114,740,601 | |||||||
Advisory services fee, multiple percentage | 0.25% | |||||||
Lismore Capital LLC | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate installment fee percentage | 0.50% | |||||||
Advisory services fee percentage | 0.125% | |||||||
Advisory services fee, installment percentage | 0.125% | |||||||
Advisory services fee amount | $ 1,091,250,000 | |||||||
Advisory services fee, multiple percentage | 0.25% | |||||||
Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 86,362,000 | 22,174,000 | ||||||
Cost of revenues for audio visual | 2,011,000 | 1,684,000 | ||||||
Amount received | 2,500,000 | |||||||
Ashford Trust | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Program commitment amount | $ 50,000,000 | |||||||
Program percent of commitment for each hotel | 10.00% | |||||||
Remaining commitment amount | $ 11,400,000 | $ 11,400,000 | ||||||
Ashford Trust | Affiliated Entity | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Program potential commitment amount | 100,000,000 | |||||||
Ashford Trust | Corporate and Other | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 1,178,000 | 1,518,000 | ||||||
Ashford Trust | Base advisory fee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 8,917,000 | 8,045,000 | ||||||
Ashford Trust | Debt placement fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 128,000 | 1,079,000 | ||||||
Ashford Trust | Claims management services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 19,000 | 11,000 | ||||||
Ashford Trust | Lease revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 0 | 946,000 | ||||||
Ashford Trust | Other services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 450,000 | 467,000 | ||||||
Ashford Trust | Total other revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 597,000 | 2,503,000 | ||||||
Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 11,347,000 | 8,218,000 | ||||||
Cost of revenues for audio visual | 447,000 | 86,000 | ||||||
Amount received | 834,000 | |||||||
Braemar | Corporate and Other | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 631,000 | 524,000 | ||||||
Ashford Trust and Braemar | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount committed | $ 15,000,000 | |||||||
Hotel management | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 6,124,000 | 0 | ||||||
Base fee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 6,124,000 | 0 | ||||||
Base fee | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 5,693,000 | 0 | ||||||
Base fee | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 355,000 | 0 | ||||||
Project management | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 3,938,000 | 6,442,000 | ||||||
Cost of revenues for audio visual | 1,451,000 | 1,473,000 | ||||||
Project management | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 3,082,000 | 4,016,000 | ||||||
Project management | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 743,000 | 2,371,000 | ||||||
Audio visual | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 29,674,000 | 30,975,000 | ||||||
Cost of revenues for audio visual | 20,430,000 | 21,439,000 | ||||||
Audio visual | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 0 | 0 | ||||||
Audio visual | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 0 | 0 | ||||||
Cost reimbursement revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 75,579,000 | 9,973,000 | ||||||
Cost reimbursement revenue | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 68,073,000 | 7,610,000 | ||||||
Amount received | 698,000 | |||||||
Cost reimbursement revenue | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 6,870,000 | 2,314,000 | ||||||
Amount received | 233,000 | |||||||
Advisory services revenue: | Braemar | Base advisory fee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 2,620,000 | 2,577,000 | ||||||
Advisory services revenue: | Braemar | Incentive advisory fee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 170,000 | 170,000 | ||||||
Advisory services revenue: | Braemar | Other advisory revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 129,000 | 128,000 | ||||||
Advisory services revenue: | Braemar | Total advisory services revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 2,919,000 | 2,875,000 | ||||||
Other revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 6,691,000 | 5,010,000 | ||||||
Other revenue | Braemar | Debt placement fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 0 | 275,000 | ||||||
Other revenue | Braemar | Claims management services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 38,000 | 30,000 | ||||||
Other revenue | Braemar | Lease revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 0 | 84,000 | ||||||
Other revenue | Braemar | Other services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 422,000 | 269,000 | ||||||
Other revenue | Braemar | Total other revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | $ 460,000 | 658,000 | ||||||
Remington | ||||||||
Related Party Transaction [Line Items] | ||||||||
Base management fee, percentage of hotel revenues | 3.00% | 3.00% | ||||||
Total revenues | 0 | |||||||
Remington | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | $ 65,535,000 | 0 | ||||||
Remington | Hotel management | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly hotel management fee | 14,000 | |||||||
Remington | Project management | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 4,217,000 | 0 | ||||||
REIT Advisory | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 15,608,000 | 15,689,000 | ||||||
REIT Advisory | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 5,346,000 | 4,927,000 | ||||||
REIT Advisory | Audio visual | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 4,597,000 | 3,823,000 | ||||||
REIT Advisory | Audio visual | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 1,005,000 | 183,000 | ||||||
Premier | Project management | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 3,938,000 | 6,442,000 | ||||||
Premier | Project management | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 3,942,000 | 4,939,000 | ||||||
Premier | Project management | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 1,093,000 | 2,747,000 | ||||||
OpenKey | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 99,000 | 28,000 | ||||||
OpenKey | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | $ 60,000 | $ 20,000 |
Related Party Transactions - Pe
Related Party Transactions - Performance Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||
Deferred revenue | $ 18,250 | $ 13,280 | $ 13,171 | $ 13,544 |
Lismore Capital LLC | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||||
Related Party Transaction [Line Items] | ||||
Deferred revenue | $ 5,000 | |||
Initial contract period | 12 months | |||
Braemar | Lismore Capital LLC | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||||
Related Party Transaction [Line Items] | ||||
Deferred revenue | $ 1,400 | |||
Initial contract period | 12 months |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net income (loss) attributable to common stockholders – basic and diluted: | ||
Net income (loss) attributable to the Company | $ (177,640) | $ 710 |
Less: Dividends on preferred stock, declared and undeclared | (7,875) | (2,791) |
Less: Amortization of preferred stock discount | (810) | (491) |
Undistributed net income (loss) allocated to common stockholders | (186,325) | (2,572) |
Distributed and undistributed net income (loss) - basic | (186,325) | (2,572) |
Effect of incremental subsidiary shares | 0 | (202) |
Distributed and undistributed net income (loss) - diluted | $ (186,325) | $ (2,774) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding – basic (in shares) | 2,199 | 2,419 |
Effect of contingently issuable shares (in shares) | 0 | 30 |
Weighted average common shares outstanding – diluted (in shares) | 2,199 | 2,449 |
Income (loss) per share – basic: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (84.73) | $ (1.06) |
Income (loss) per share – diluted: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (84.73) | $ (1.13) |
Preferred dividends - undeclared | $ 3,937 | $ 0 |
Net income (loss) allocated to common stockholders | 8,245 | 3,505 |
Dividends on preferred stock, declared and undeclared | $ 7,875 | $ 2,791 |
Weighted average diluted shares (in shares) | 4,526 | 1,574 |
Effect of unvested restricted shares | ||
Income (loss) per share – diluted: | ||
Weighted average diluted shares (in shares) | 52 | 9 |
Effect of assumed exercise of stock options | ||
Income (loss) per share – diluted: | ||
Weighted average diluted shares (in shares) | 0 | 65 |
Effect of assumed conversion of Ashford Holdings units | ||
Income (loss) per share – diluted: | ||
Net income (loss) allocated to common stockholders | $ (336) | $ (4) |
Weighted average diluted shares (in shares) | 4 | 4 |
Effect of incremental subsidiary shares | ||
Income (loss) per share – diluted: | ||
Net income (loss) allocated to common stockholders | $ (104) | $ 227 |
Weighted average diluted shares (in shares) | 402 | 46 |
Effect of assumed conversion of preferred stock | ||
Income (loss) per share – diluted: | ||
Weighted average diluted shares (in shares) | 4,068 | 1,450 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 5 | |
REVENUE | ||
Total revenues | $ 133,842 | $ 63,320 |
EXPENSES | ||
Depreciation and amortization | 9,969 | 4,108 |
Impairment | 178,213 | 0 |
Other operating expenses | 48,600 | 46,919 |
Reimbursed expenses | 75,511 | 9,751 |
Total expenses | 312,293 | 60,778 |
OPERATING INCOME (LOSS) | (178,451) | 2,542 |
Equity in earnings (loss) of unconsolidated entities | 236 | (275) |
Interest expense | (1,176) | (297) |
Amortization of loan costs | (66) | (69) |
Interest income | 28 | 20 |
Realized gain (loss) on investments | (375) | 0 |
Other income (expense) | (521) | (53) |
INCOME (LOSS) BEFORE INCOME TAXES | (180,325) | 1,868 |
Income tax (expense) benefit | 2,085 | (1,300) |
NET INCOME (LOSS) | (178,240) | 568 |
Remington | ||
REVENUE | ||
Total revenues | 0 | |
Premier | ||
EXPENSES | ||
Impairment | 49,524 | |
JSAV | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
Operating Segments | REIT Advisory | ||
REVENUE | ||
Total revenues | 20,957 | 20,616 |
EXPENSES | ||
Depreciation and amortization | 2,439 | 764 |
Impairment | 0 | |
Other operating expenses | 0 | 0 |
Reimbursed expenses | 8,996 | 8,403 |
Total expenses | 11,435 | 9,167 |
OPERATING INCOME (LOSS) | 9,522 | 11,449 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 |
Interest expense | 0 | 0 |
Amortization of loan costs | 0 | 0 |
Interest income | 0 | 0 |
Realized gain (loss) on investments | 0 | |
Other income (expense) | 0 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | 9,522 | 11,449 |
Income tax (expense) benefit | (2,253) | (2,489) |
NET INCOME (LOSS) | 7,269 | 8,960 |
Operating Segments | Remington | ||
REVENUE | ||
Total revenues | 70,456 | |
EXPENSES | ||
Depreciation and amortization | 3,377 | |
Impairment | 126,548 | |
Impairment | 121,048 | |
Other operating expenses | 4,295 | |
Reimbursed expenses | 64,332 | |
Total expenses | 198,552 | |
OPERATING INCOME (LOSS) | (128,096) | |
Equity in earnings (loss) of unconsolidated entities | 0 | |
Interest expense | 0 | |
Amortization of loan costs | 0 | |
Interest income | 0 | |
Realized gain (loss) on investments | (375) | |
Other income (expense) | 12 | |
INCOME (LOSS) BEFORE INCOME TAXES | (128,459) | |
Income tax (expense) benefit | 1,189 | |
NET INCOME (LOSS) | (127,270) | |
Operating Segments | Premier | ||
REVENUE | ||
Total revenues | 5,152 | 7,790 |
EXPENSES | ||
Depreciation and amortization | 3,157 | 2,738 |
Impairment | 49,524 | |
Impairment | 49,524 | |
Other operating expenses | 3,064 | 2,702 |
Reimbursed expenses | 1,214 | 1,348 |
Total expenses | 56,959 | 6,788 |
OPERATING INCOME (LOSS) | (51,807) | 1,002 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 |
Interest expense | 0 | 0 |
Amortization of loan costs | 0 | 0 |
Interest income | 0 | 0 |
Realized gain (loss) on investments | 0 | |
Other income (expense) | 0 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | (51,807) | 1,002 |
Income tax (expense) benefit | 168 | (426) |
NET INCOME (LOSS) | (51,639) | 576 |
Operating Segments | JSAV | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
EXPENSES | ||
Depreciation and amortization | 504 | 455 |
Impairment | 2,141 | |
Impairment | 0 | |
Other operating expenses | 26,386 | 28,008 |
Reimbursed expenses | 0 | 0 |
Total expenses | 29,031 | 28,463 |
OPERATING INCOME (LOSS) | 643 | 2,512 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 |
Interest expense | (257) | (214) |
Amortization of loan costs | (14) | (12) |
Interest income | 0 | 0 |
Realized gain (loss) on investments | 0 | |
Other income (expense) | (455) | (107) |
INCOME (LOSS) BEFORE INCOME TAXES | (83) | 2,179 |
Income tax (expense) benefit | (134) | (887) |
NET INCOME (LOSS) | (217) | 1,292 |
Operating Segments | OpenKey | ||
REVENUE | ||
Total revenues | 522 | 257 |
EXPENSES | ||
Depreciation and amortization | 6 | 7 |
Impairment | 0 | |
Other operating expenses | 988 | 950 |
Reimbursed expenses | 0 | 0 |
Total expenses | 994 | 957 |
OPERATING INCOME (LOSS) | (472) | (700) |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 |
Interest expense | 0 | 0 |
Amortization of loan costs | 0 | (7) |
Interest income | 0 | 0 |
Realized gain (loss) on investments | 0 | |
Other income (expense) | 10 | 6 |
INCOME (LOSS) BEFORE INCOME TAXES | (462) | (701) |
Income tax (expense) benefit | 0 | 0 |
NET INCOME (LOSS) | (462) | (701) |
Corporate and Other | ||
REVENUE | ||
Total revenues | 7,081 | 3,682 |
EXPENSES | ||
Depreciation and amortization | 486 | 144 |
Impairment | 0 | |
Other operating expenses | 13,867 | 15,259 |
Reimbursed expenses | 969 | 0 |
Total expenses | 15,322 | 15,403 |
OPERATING INCOME (LOSS) | (8,241) | (11,721) |
Equity in earnings (loss) of unconsolidated entities | 236 | (275) |
Interest expense | (919) | (83) |
Amortization of loan costs | (52) | (50) |
Interest income | 28 | 20 |
Realized gain (loss) on investments | 0 | |
Other income (expense) | (88) | 48 |
INCOME (LOSS) BEFORE INCOME TAXES | (9,036) | (12,061) |
Income tax (expense) benefit | 3,115 | 2,502 |
NET INCOME (LOSS) | (5,921) | (9,559) |
Total advisory services revenue | ||
REVENUE | ||
Total revenues | 11,836 | 10,920 |
Total advisory services revenue | Operating Segments | REIT Advisory | ||
REVENUE | ||
Total revenues | 11,836 | 10,920 |
Total advisory services revenue | Operating Segments | Remington | ||
REVENUE | ||
Total revenues | 0 | |
Total advisory services revenue | Operating Segments | Premier | ||
REVENUE | ||
Total revenues | 0 | 0 |
Total advisory services revenue | Operating Segments | JSAV | ||
REVENUE | ||
Total revenues | 0 | 0 |
Total advisory services revenue | Operating Segments | OpenKey | ||
REVENUE | ||
Total revenues | 0 | 0 |
Total advisory services revenue | Corporate and Other | ||
REVENUE | ||
Total revenues | 0 | 0 |
Hotel management | ||
REVENUE | ||
Total revenues | 6,124 | 0 |
Hotel management | Operating Segments | REIT Advisory | ||
REVENUE | ||
Total revenues | 0 | |
Hotel management | Operating Segments | Remington | ||
REVENUE | ||
Total revenues | 6,124 | |
Hotel management | Operating Segments | Premier | ||
REVENUE | ||
Total revenues | 0 | |
Hotel management | Operating Segments | JSAV | ||
REVENUE | ||
Total revenues | 0 | |
Hotel management | Operating Segments | OpenKey | ||
REVENUE | ||
Total revenues | 0 | |
Hotel management | Corporate and Other | ||
REVENUE | ||
Total revenues | 0 | |
Project management | ||
REVENUE | ||
Total revenues | 3,938 | 6,442 |
Project management | Premier | ||
REVENUE | ||
Total revenues | 3,938 | 6,442 |
Project management | Operating Segments | REIT Advisory | ||
REVENUE | ||
Total revenues | 0 | 0 |
Project management | Operating Segments | Remington | ||
REVENUE | ||
Total revenues | 0 | |
Project management | Operating Segments | Premier | ||
REVENUE | ||
Total revenues | 3,938 | 6,442 |
Project management | Operating Segments | JSAV | ||
REVENUE | ||
Total revenues | 0 | 0 |
Project management | Operating Segments | OpenKey | ||
REVENUE | ||
Total revenues | 0 | 0 |
Project management | Corporate and Other | ||
REVENUE | ||
Total revenues | 0 | 0 |
Audio visual | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
Audio visual | JSAV | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
Audio visual | Operating Segments | REIT Advisory | ||
REVENUE | ||
Total revenues | 0 | 0 |
Audio visual | Operating Segments | Remington | ||
REVENUE | ||
Total revenues | 0 | |
Audio visual | Operating Segments | Premier | ||
REVENUE | ||
Total revenues | 0 | 0 |
Audio visual | Operating Segments | JSAV | ||
REVENUE | ||
Total revenues | 29,674 | 30,975 |
Audio visual | Operating Segments | OpenKey | ||
REVENUE | ||
Total revenues | 0 | 0 |
Audio visual | Corporate and Other | ||
REVENUE | ||
Total revenues | 0 | 0 |
Other | ||
REVENUE | ||
Total revenues | 6,691 | 5,010 |
Other | Operating Segments | REIT Advisory | ||
REVENUE | ||
Total revenues | 57 | 1,071 |
Other | Operating Segments | Remington | ||
REVENUE | ||
Total revenues | 0 | |
Other | Operating Segments | Premier | ||
REVENUE | ||
Total revenues | 0 | 0 |
Other | Operating Segments | JSAV | ||
REVENUE | ||
Total revenues | 0 | 0 |
Other | Operating Segments | OpenKey | ||
REVENUE | ||
Total revenues | 522 | 257 |
Other | Corporate and Other | ||
REVENUE | ||
Total revenues | 6,112 | 3,682 |
Cost reimbursement revenue | ||
REVENUE | ||
Total revenues | 75,579 | 9,973 |
Cost reimbursement revenue | Operating Segments | REIT Advisory | ||
REVENUE | ||
Total revenues | 9,064 | 8,625 |
Cost reimbursement revenue | Operating Segments | Remington | ||
REVENUE | ||
Total revenues | 64,332 | |
Cost reimbursement revenue | Operating Segments | Premier | ||
REVENUE | ||
Total revenues | 1,214 | 1,348 |
Cost reimbursement revenue | Operating Segments | JSAV | ||
REVENUE | ||
Total revenues | 0 | 0 |
Cost reimbursement revenue | Operating Segments | OpenKey | ||
REVENUE | ||
Total revenues | 0 | 0 |
Cost reimbursement revenue | Corporate and Other | ||
REVENUE | ||
Total revenues | 969 | $ 0 |
Cost reimbursement revenue | Consolidation, Eliminations | Remington | ||
REVENUE | ||
Total revenues | $ 3,300 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jun. 24, 2020 | Mar. 16, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 23, 2020 | May 06, 2020 |
Subsequent Event [Line Items] | ||||||||
Preferred dividends | $ 3,938 | $ 2,791 | ||||||
Preferred dividends - undeclared | $ 3,937 | $ 0 | ||||||
Series D Convertible Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend rate | 50.00% | 50.00% | ||||||
Subsequent Event | Series D Convertible Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend rate | 50.00% | |||||||
Preferred dividends | $ 4,000 | |||||||
Subsequent Event | BAV | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash, contingent consideration and stock consideration related to acquisition | $ 1,500 | |||||||
Senior revolving credit facility | Term Loan Agreement | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Floor rate | 0.50% | |||||||
Forecast | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred dividends - undeclared | $ 7,900 |