Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36400 | |
Entity Registrant Name | ASHFORD INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 84-2331507 | |
Entity Address, Address Line One | 14185 Dallas Parkway | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,196,774 | |
Entity Central Index Key | 0001604738 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | AINC | |
Security Exchange Name | NYSEAMER | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Security Exchange Name | NYSEAMER | |
No Trading Symbol Flag - Preferred Stock | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 37,004 | $ 44,390 |
Restricted cash | 35,133 | 37,058 |
Restricted investment | 211 | 303 |
Accounts receivable, net | 26,298 | 17,615 |
Due from affiliates | 477 | 463 |
Inventories | 2,183 | 2,143 |
Prepaid expenses and other | 10,030 | 11,226 |
Total current assets | 121,317 | 125,026 |
Investments in unconsolidated entities | 3,757 | 4,217 |
Property and equipment, net | 47,479 | 41,791 |
Operating lease right-of-use assets | 21,807 | 23,844 |
Goodwill | 59,361 | 58,675 |
Intangible assets, net | 228,390 | 226,544 |
Other assets, net | 979 | 2,259 |
Total assets | 483,090 | 482,356 |
Current liabilities: | ||
Accounts payable and accrued expenses | 38,227 | 56,079 |
Dividends payable | 27,620 | 27,285 |
Due to affiliates | 0 | 15 |
Due to Ashford Trust | 0 | 1,197 |
Deferred income | 338 | 444 |
Notes payable, net | 3,604 | 5,195 |
Finance lease liabilities | 1,486 | 1,456 |
Operating lease liabilities | 3,842 | 3,868 |
Claims liabilities and other | 29,914 | 25,630 |
Total current liabilities | 105,031 | 121,169 |
Deferred income | 9,131 | 7,356 |
Deferred tax liability, net | 27,086 | 27,873 |
Deferred compensation plan | 2,630 | 2,849 |
Notes payable, net | 112,118 | 89,680 |
Finance lease liabilities | 1,857 | 1,962 |
Operating lease liabilities | 20,259 | 20,082 |
Other liabilities | 4,834 | 3,237 |
Total liabilities | 282,946 | 274,208 |
Commitments and contingencies (note 10) | ||
MEZZANINE EQUITY | ||
Redeemable noncontrolling interests | 1,669 | 1,614 |
EQUITY (DEFICIT) | ||
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,297,563 and 3,181,585 shares issued and 3,196,981 and 3,110,044 shares outstanding at March 31, 2023 and December 31, 2022, respectively | 3 | 3 |
Additional paid-in capital | 298,118 | 297,715 |
Accumulated deficit | (576,212) | (568,482) |
Accumulated other comprehensive income (loss) | (14) | 78 |
Treasury stock, at cost, 100,582 and 71,541 shares at March 31, 2023 and December 31, 2022, respectively | (1,299) | (947) |
Total equity (deficit) of the Company | (279,404) | (271,633) |
Noncontrolling interests in consolidated entities | (121) | 167 |
Total equity (deficit) | (279,525) | (271,466) |
Total liabilities, mezzanine equity and equity (deficit) | 483,090 | 482,356 |
Series D Convertible Preferred Stock | ||
Current liabilities: | ||
Dividends payable | 27,400 | 27,100 |
MEZZANINE EQUITY | ||
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 478,000 | 478,000 |
Ashford Trust | ||
Current assets: | ||
Due from related parties | 7,390 | 0 |
Braemar | ||
Current assets: | ||
Due from related parties | $ 2,591 | $ 11,828 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
EQUITY (DEFICIT) | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 3,297,563 | 3,181,585 |
Common stock, shares outstanding (in shares) | 3,196,981 | 3,110,044 |
Treasury stock (in shares) | 100,582 | 71,541 |
Series D Convertible Preferred Stock | ||
MEZZANINE EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding (in shares) | 19,120,000 | 19,120,000 |
Preferred stock, shares issued (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, 2023 | Mar. 31, 2022 | |
REVENUE | ||
Total revenues | $ 185,122 | $ 133,959 |
EXPENSES | ||
Salaries and benefits | 22,775 | 16,845 |
Depreciation and amortization | 7,000 | 7,625 |
General and administrative | 9,710 | 7,363 |
Other | 6,102 | 5,467 |
Reimbursed expenses | 104,198 | 73,908 |
Total expenses | 180,479 | 130,997 |
OPERATING INCOME (LOSS) | 4,643 | 2,962 |
Equity in earnings (loss) of unconsolidated entities | (459) | 190 |
Interest expense | (2,837) | (1,279) |
Amortization of loan costs | (241) | (73) |
Interest income | 277 | 81 |
Realized gain (loss) on investments | (80) | (71) |
Other income (expense) | 493 | 147 |
INCOME (LOSS) BEFORE INCOME TAXES | 1,796 | 1,957 |
Income tax (expense) benefit | (620) | (1,278) |
NET INCOME (LOSS) | 1,176 | 679 |
(Income) loss from consolidated entities attributable to noncontrolling interests | 288 | 260 |
Net (income) loss attributable to redeemable noncontrolling interests | (155) | 9 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 1,309 | 948 |
Preferred dividends, declared and undeclared | (9,034) | (9,373) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (7,725) | $ (8,425) |
Basic: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (2.59) | $ (3) |
Weighted average common shares outstanding (in shares) | 2,984 | 2,809 |
Diluted: | ||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (2.59) | $ (3) |
Weighted average common shares outstanding (in shares) | 2,984 | 2,809 |
Advisory services fees | ||
REVENUE | ||
Total revenues | $ 12,303 | $ 11,802 |
Hotel management fees | ||
REVENUE | ||
Total revenues | 12,187 | 7,178 |
Design and construction fees | ||
REVENUE | ||
Total revenues | 6,929 | 4,524 |
EXPENSES | ||
Cost of revenues | 2,866 | 1,910 |
Audio visual | ||
REVENUE | ||
Total revenues | 40,357 | 24,965 |
EXPENSES | ||
Cost of revenues | 27,828 | 17,879 |
Other | ||
REVENUE | ||
Total revenues | 9,074 | 11,439 |
Cost reimbursement revenue | ||
REVENUE | ||
Total revenues | $ 104,272 | $ 74,051 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
NET INCOME (LOSS) | $ 1,176 | $ 679 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||
Foreign currency translation adjustment | (92) | (231) |
COMPREHENSIVE INCOME (LOSS) | 1,084 | 448 |
Comprehensive (income) loss attributable to noncontrolling interests | 288 | 260 |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | (155) | 9 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 1,217 | $ 717 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests in Consolidated Entities | Convertible Preferred Stock | Redeemable Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2021 | 3,023,000 | ||||||||
Beginning balance at Dec. 31, 2021 | $ (241,765) | $ 3 | $ 294,395 | $ (534,999) | $ (1,206) | $ (596) | $ 638 | $ 69 | |
Beginning balance (in shares) at Dec. 31, 2021 | (49,000) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 19,120,000 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 478,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation (in shares) | 100,000 | ||||||||
Equity-based compensation | 693 | 693 | 7 | ||||||
Forfeiture of restricted common shares (in shares) | (1,000) | (1,000) | |||||||
Forfeiture of restricted common shares | 0 | 2 | $ (2) | ||||||
Purchase of treasury stock (in shares) | (13,000) | (13,000) | |||||||
Purchase of treasury stock | (218) | $ (218) | |||||||
Dividends on preferred stock, declared and undeclared | 9,373 | 9,373 | |||||||
Employee advances | (246) | (246) | |||||||
Reallocation of carrying value | 0 | ||||||||
Redemption value adjustment | (13) | (13) | 13 | ||||||
Foreign currency translation adjustment | (231) | (231) | |||||||
Other | (639) | 639 | |||||||
Net income (loss) | 948 | 948 | |||||||
Net income (loss) | 688 | (260) | (9) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 3,109,000 | ||||||||
Ending balance at Mar. 31, 2022 | (250,465) | $ 3 | 294,844 | (544,076) | (798) | $ (816) | 378 | 80 | |
Ending balance (in shares) at Mar. 31, 2022 | (63,000) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 19,120,000 | ||||||||
Ending balance at Mar. 31, 2022 | $ 478,000 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 3,023,000 | ||||||||
Beginning balance at Dec. 31, 2021 | $ (241,765) | $ 3 | 294,395 | (534,999) | (1,206) | $ (596) | 638 | 69 | |
Beginning balance (in shares) at Dec. 31, 2021 | (49,000) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 19,120,000 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 478,000 | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 3,110,044 | 3,110,000 | |||||||
Ending balance at Dec. 31, 2022 | $ (271,466) | $ 3 | 297,715 | (568,482) | 78 | $ (947) | 167 | 1,614 | |
Ending balance (in shares) at Dec. 31, 2022 | (71,541) | (71,000) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 19,120,000 | ||||||||
Ending balance at Dec. 31, 2022 | $ 478,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation (in shares) | 116,000 | ||||||||
Equity-based compensation | $ 410 | 410 | 67 | ||||||
Forfeiture of restricted common shares (in shares) | (1,000) | (1,000) | |||||||
Forfeiture of restricted common shares | 0 | 11 | $ (11) | ||||||
Purchase of treasury stock (in shares) | (28,000) | (28,000) | |||||||
Purchase of treasury stock | (341) | $ (341) | |||||||
Dividends on preferred stock, declared and undeclared | 9,034 | 9,034 | |||||||
Employee advances | (18) | (18) | |||||||
Redemption value adjustment | (5) | (5) | 5 | ||||||
Distributions to consolidated noncontrolling interests | 0 | (172) | |||||||
Foreign currency translation adjustment | (92) | (92) | |||||||
Net income (loss) | 1,309 | 1,309 | |||||||
Net income (loss) | $ 1,021 | (288) | 155 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 3,196,981 | 3,197,000 | |||||||
Ending balance at Mar. 31, 2023 | $ (279,525) | $ 3 | $ 298,118 | $ (576,212) | $ (14) | $ (1,299) | $ (121) | $ 1,669 | |
Ending balance (in shares) at Mar. 31, 2023 | (100,582) | (100,000) | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 19,120,000 | ||||||||
Ending balance at Mar. 31, 2023 | $ 478,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 1,176 | $ 679 |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 8,528 | 9,127 |
Change in fair value of deferred compensation plan | (220) | 111 |
Equity-based compensation | 489 | 749 |
Equity in (earnings) loss in unconsolidated entities | 459 | (190) |
Deferred tax expense (benefit) | (787) | (1,339) |
Change in fair value of contingent consideration | 780 | 0 |
(Gain) loss on disposal of assets | 1,017 | 769 |
Amortization of other assets | 166 | 166 |
Amortization of loan costs | 241 | 73 |
Realized loss on restricted investment | 80 | 71 |
Other (gain) loss | (57) | (155) |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Accounts receivable | (8,272) | (4,592) |
Due from affiliates | (14) | (124) |
Inventories | (21) | (257) |
Prepaid expenses and other | 2,923 | 2,484 |
Operating lease right-of-use assets | 999 | 926 |
Other assets | (23) | 7 |
Accounts payable and accrued expenses | (19,567) | (12,773) |
Due to affiliates | 2 | 21 |
Claims liabilities and other | 2,952 | 2,811 |
Operating lease liabilities | (994) | (930) |
Deferred income | 1,600 | (524) |
Net cash provided by (used in) operating activities | (7,443) | (5,702) |
Cash Flows from Investing Activities | ||
Additions to property and equipment | (5,126) | (1,737) |
Proceeds from sale of property and equipment, net | 25 | 406 |
Investment in unconsolidated entity | 0 | (400) |
Proceeds from note receivable | 0 | 1,380 |
Issuance of note receivable | (361) | 0 |
Net cash provided by (used in) investing activities | (11,315) | (351) |
Cash Flows from Financing Activities | ||
Payments for dividends on preferred stock | (8,699) | 0 |
Payments on revolving credit facilities | 0 | (746) |
Borrowings on revolving credit facilities | 3 | 131 |
Proceeds from notes payable | 20,011 | 61 |
Payments on notes payable | (1,207) | (1,555) |
Payments on finance lease liabilities | (101) | (208) |
Payments of loan costs | (52) | (61) |
Purchase of treasury stock | (341) | (218) |
Employee advances | (18) | (246) |
Distributions to noncontrolling interests in consolidated entities | (172) | 0 |
Net cash provided by (used in) financing activities | 9,424 | (2,842) |
Effect of foreign exchange rate changes on cash and cash equivalents | 23 | (3) |
Net change in cash, cash equivalents and restricted cash | (9,311) | (8,898) |
Cash, cash equivalents and restricted cash at beginning of period | 81,448 | 72,449 |
Cash, cash equivalents and restricted cash at end of period | 72,137 | 63,551 |
Supplemental Cash Flow Information | ||
Interest paid | 2,950 | 989 |
Income taxes paid (refunded), net | 1,763 | (10) |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Acquisition of Alii Nui through issuance of RED Units | 2,000 | 0 |
Capital expenditures accrued but not paid | 378 | 237 |
Finance lease additions | 25 | 0 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 37,004 | 29,827 |
Restricted cash | 35,133 | 33,724 |
Cash, cash equivalents and restricted cash at end of period | 72,137 | 63,551 |
RHC | ||
Cash Flows from Investing Activities | ||
Payments to acquire business | 849 | 0 |
Alii Nui Maui | ||
Cash Flows from Investing Activities | ||
Payments to acquire business | (6,702) | 0 |
Ashford Trust | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from related parties | (7,390) | (1,017) |
Due to Ashford Trust | (747) | 0 |
Braemar | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from related parties | $ 9,237 | $ (1,795) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Inc. (the “Company,” “we,” “us” or “our”), a Nevada corporation, is an alternative asset management company with a portfolio of strategic operating businesses that provides products and services primarily to clients in the real estate and hospitality industries, 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”). We provide: (i) advisory services; (ii) asset management services; (iii) hotel management services; (iv) design and construction 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 and related 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 for Ashford Trust and Braemar. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar and their respective hotels from an ownership perspective, in each case subject to the respective advisory agreements and the supervision and oversight of the respective boards 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 United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. 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 Ashford Trust or Braemar’s individual hotel properties, which duties are, and will continue to be, the responsibility of the hotel management companies that operate such hotel properties. Additionally, Remington Lodging & Hospitality, LLC (“Remington”), a subsidiary of the Company, operates certain hotel properties for Ashford Trust, Braemar and third parties. Other Developments On January 3, 2023, the Company acquired Remington Hotel Corporation (“RHC”), an affiliate owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. The purchase price paid was de minimis. The transaction was accounted for as an asset acquisition. See note 15. On February 1, 2023, the Company, Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) entered into a Third Amended and Restated Contribution Agreement with respect to the funding of certain operating expenses of Ashford Securities LLC, a subsidiary of the Company (“Ashford Securities”). The Third Amended and Restated Contribution Agreement states that after reaching the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023 (the “Amended and Restated True-Up Date”) capital contributions to Ashford Securities for the remainder of fiscal year 2023 will be divided between each Party based on the actual amount of capital raised by such Party through Ashford Securities. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 19, 2019 (the resulting ratio of capital contributions among the Company, Ashford Trust and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year. On March 17, 2023, RED Hospitality & Leisure LLC (“RED”) acquired certain privately held entities and assets associated with the Alii Nui and Maui Dive Shop (“Alii Nui”), which provides luxury sailing and watersports experiences in Maui, Hawaii, for a total purchase price of $11.0 million, excluding working capital adjustments. The purchase price consisted of $8.0 million in cash, subject to certain adjustments, $1.0 million of contingent consideration and 80,000 Preferred Units issued by RED (the “RED Units”) issued at $25 per unit for a total liquidation value of $2.0 million. See note 4. On March 24, 2023, Inspire Event Technologies Holdings, LLC (“INSPIRE”) amended its credit agreement dated as of November 1, 2017 (the “INSPIRE Amendment”). The INSPIRE Amendment increased the maximum borrowing capacity under INSPIRE’s revolving credit facility (the “Revolving Note”) from $3.0 million to $6.0 million, provides for a $20.0 million senior secured term loan (“Term Note”) and an equipment note (“Equipment Note” and together with the Revolving Note and the Term Note, the “Notes”) pursuant to which, until September 24, 2027, INSPIRE may request advances up to $4.0 million in the aggregate to purchase new machinery or equipment to be used in the ordinary course of business. The INSPIRE Amendment extended the maturity date of INSPIRE’s Notes from January 1, 2024 to March 24, 2028. See note 6. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 that 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 2022 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2023. 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, 2023 and December 31, 2022 (in thousands): March 31, 2023 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.48 % 76.78 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.52 % — % — % Noncontrolling interests in consolidated entities — % 23.22 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,669 n/a n/a Redemption value adjustment, year-to-date 5 n/a n/a Redemption value adjustment, cumulative 618 n/a n/a Carrying value of noncontrolling interests n/a 46 (167) Assets, available only to settle subsidiary’s obligations (5) n/a 1,975 1,342 Liabilities (6) n/a 849 2,039 Notes payable (6) n/a 99 — Revolving credit facility (6) n/a — 150 December 31, 2022 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.87 % 76.79 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.13 % — % — % Noncontrolling interests in consolidated entities — % 23.21 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,614 n/a n/a Redemption value adjustment, year-to-date 32 n/a n/a Redemption value adjustment, cumulative 613 n/a n/a Carrying value of noncontrolling interests n/a 273 (106) Assets, available only to settle subsidiary’s obligations (5) n/a 2,114 1,580 Liabilities (6) n/a 1,078 2,048 Revolving credit facility (6) n/a — 150 ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value. (2) Redeemable noncontrolling interests in Ashford Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest. (3) Represents ownership interests in OpenKey, Inc. (“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. (4) Represents ownership interests in PRE Opco, LLC (“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 and commercial office industry. See note 11. (5) Total assets consist primarily of cash and cash equivalents, property and equipment, intangibles and other assets that can only be used to settle the subsidiaries’ obligations. (6) Liabilities consist primarily of accounts payable, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. See note 6. 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, 2023 and 2022. We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at March 31, 2023 and December 31, 2022. 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, 2023 and 2022. 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. Our investment in Real Estate Advisory Holdings LLC (“REA Holdings”) is accounted for under the equity method as we have significant influence over the voting interest entity. 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, which expires on the later of (i) February 28, 2024 and (ii) 30 business days following the completion date of the Company’s preliminary audit for calendar year 2023. The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands): March 31, 2023 December 31, 2022 Carrying value of the investment in REA Holdings $ 2,607 $ 3,067 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, 2023 2022 Equity in earnings (loss) in unconsolidated entities REA Holdings $ (459) $ 190 Acquisitions —We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target’s primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in our consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. If our investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill. Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. Restricted Cash —Restricted cash was comprised of the following (in thousands): March 31, 2023 December 31, 2022 REIT Advisory: Insurance claim reserves (1) $ 25,427 $ 23,471 Remington: Managed hotel properties’ reserves (2) 5,429 11,464 Insurance claim reserves (3) 4,277 2,123 Total Remington restricted cash 9,706 13,587 Total restricted cash $ 35,133 $ 37,058 ________ (1) Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in “claims liabilities and other” in our condensed consolidated balance sheets. (2) Cash received from hotel properties managed by Remington is used to pay certain centralized operating expenses as well as hotel employee bonuses. The liability related to the restricted cash balance for centralized billing is primarily included as a payable which is presented net within “due to/from Ashford Trust” and “due from Braemar” in our condensed consolidated balance sheets. The liability related to the restricted cash balance for hotel employee bonuses is included in “accounts payable and accrued expenses” in our consolidated balance sheets. (3) Cash reserves for health insurance claims are collected primarily from Remington’s managed properties as well as certain of Ashford Inc.’s other subsidiaries to cover employee health insurance claims. The liability related to this restricted cash balance is included in “claims liabilities and other” in our condensed consolidated balance sheets. Accounts Receivable —Accounts receivable consists primarily of receivables from customers of audio visual services and third-party owned properties managed by Remington. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is maintained at a level adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions and other relevant factors, including specific reserves for certain accounts. Notes Receivable —As of March 31, 2023 and December 31, 2022, we had a note receivable due to Remington for $1.5 million that matures on January 31, 2024. The interest rate on the note receivable is 10% per annum with payments of interest payable quarterly commencing March 31, 2023. As of March 31, 2023 and December 31, 2022, the outstanding principal balance is included in “Prepaid expenses and other” and “Other assets, net,” respectively, in our condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, we had a note receivable from an affiliate BP Annex Dev LLC for $913,000, and $535,000, respectively. BP Annex Dev LLC has the ability to borrow an additional $108,000 for a maximum note commitment of $1.0 million from the Company. The note bears interest at 8.00% per annum, compounding annually. Interest is paid in-kind and added to the outstanding principal balance until the note maturity date of November 11, 2026. The note receivable is recorded in “other assets, net” in our condensed consolidated balance sheet. 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, 2023 and December 31, 2022, property and equipment, net of accumulated depreciation, included enhanced return funding program (“ERFP”) assets of $3.9 million and $5.9 million, audio visual equipment at INSPIRE of $10.3 million and $8.8 million and marine vessels at RED of $16.7 million and $14.2 million, respectively. Claims Liabilities and Other —As of March 31, 2023 and December 31, 2022, claims liabilities and other included reserves in the amount of $25.4 million and $23.5 million, respectively, related primarily to Ashford Trust and Braemar properties’ 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, 2023 and December 31, 2022, claims liabilities and other also included $4.0 million and $2.2 million, respectively, relating to reserves for Remington health insurance claims and, as of March 31, 2023, a contingent consideration liability of $500,000 from the Company’s acquisition of Alii Nui. See notes 4 and 8. Other Liabilities —As of March 31, 2023, other liabilities included the contingent consideration liability from the Company’s acquisition of Chesapeake Hospitality (“Chesapeake”) of $3.1 million, $500,000 of contingent consideration and $300,000 of cash held in escrow payable to the sellers of Alii Nui, subject to certain conditions, related to the Company’s acquisition of Alii Nui (see notes 4 and 8), and an uncertain tax position of $934,000. As of December 31, 2022, other liabilities included a liability for contingent consideration from the Company’s acquisition of Chesapeake of $2.3 million and an uncertain tax position liability of $917,000. 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 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 portfolio companies 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 2018 through 2022 remain subject to potential examination by certain federal and state taxing authorities. Recently Adopted 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. We adopted ASU 2016-13 and ASU 2019-10 effective January 1, 2023 and the adoption did not have a material impact on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848 ) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01 , Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) (“ASU 2022-06”), which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards upon the respective effective dates. There was no material impact as a result of this adoption. Recently Issued Accounting Standards —In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt - Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
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 Fees Revenue Advisory services fees 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 in an amount equal to 1/12 th of 0.70% of Ashford Trust’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our Second Amended and Restated Advisory Agreement with Ashford Trust, as amended, subject to certain minimums. For Braemar, the base fee is paid monthly in an amount equal to 1/12 th of 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our Fifth Amended and Restated Advisory Agreement with Braemar, 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 subject to meeting the FCCR Condition. Hotel Management Fees Revenue Hotel management fees revenue is reported within our Remington segment and primarily consists of base management fees, incentive management fees and other management fees. Base management fees, incentive management fees and other management fees are recognized when services have been rendered. For hotels owned by Ashford Trust and Braemar, Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, pursuant to Remington’s hotel management agreements, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington additionally receives an incentive management fee for hotels owned by Ashford Trust and Braemar whenever a hotel’s gross operating profit (“GOP”) exceeds the hotel’s budgeted GOP. The incentive fee is equal to the lesser of 1% of each hotel’s annual gross revenue or the amount by which the respective hotel’s GOP exceeds the hotel’s budgeted GOP. The base management fees and incentive management fees that Remington receives for third-party owned properties vary by property. Other management fees primarily includes fees for health insurance programs administered on behalf of certain third-party properties. Health insurance program fees are recognized monthly at rates which approximate market rates for similar plans provided by independent insurance companies. Other management fees additionally includes fixed monthly accounting fees and fees for revenue management services at certain third-party properties. Design and Construction Fees Revenue Design and construction fees revenue primarily consists of revenue generated by our subsidiary, Premier Project Management LLC (“Premier”). Premier provides design and construction management services, capital improvements, refurbishment, project management, and other services such as purchasing, interior design, architectural services and freight management 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 INSPIRE 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 revenue provided by certain of our 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 and related fees include revenue earned from providing placement, modifications, forbearances or refinancing of certain mortgage debt by our subsidiary, Lismore Capital II LLC (“Lismore”). For certain agreements, the fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan, modification or other transaction is closed. For other agreements, deferred income related to the various Lismore fees will be recognized over the term of the agreement on a straight-line basis as the service is rendered, only to the extent it is probable that a significant reversal of revenue will not occur. Constraints relating to variable consideration are resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price will be adjusted on a cumulative catch-up basis in the period a transaction or financing event closes. Cost Reimbursement Revenue Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar (as defined below), 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 (as defined below), 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. 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. Design and construction 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 Ashford Trust, Braemar and other hotel owners. The recognition of cost reimbursement revenue and reimbursed expenses for centralized software programs reimbursed by Ashford Trust and Braemar may result in temporary timing differences 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. Practical Expedients and Exemptions We do not disclose the amount of variable consideration that we expect to recognize in future periods in the following circumstances: (1) if we recognize the revenue based on the amount invoiced or services performed; (2) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a specific outcome from transferring the service. Deferred Income and Contract Balances Deferred income primarily consists of customer billings in advance of revenue being recognized from our advisory agreements and other products and services contracts. Generally, deferred income that will be recognized within the next 12 months is recorded as current deferred income and the remaining portion is recorded as noncurrent. The change in the deferred income balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenue recognized that was 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 2023 2022 Balance as of January 1 $ 7,800 $ 10,905 Increases to deferred income 5,284 3,846 Recognition of revenue (1) (3,615) (4,374) Balance as of March 31 $ 9,469 $ 10,377 ________ (1) Deferred income recognized in the three months ended March 31, 2023 includes (a) $368,000 of advisory revenue primarily related to our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar, (b) $1.1 million of audio visual revenue, and (c) $2.2 million of “other services” revenue earned by our products and services companies. Deferred income recognized in the three months ended March 31, 2022 includes (a) $437,000 of advisory revenue primarily related to our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar, (b) $218,000 of audio visual revenue, (c) $2.3 million of other revenue related to Ashford Trust’s agreement with Lismore (see note 15), and (d) $1.4 million of “other services” revenue earned by our products and services companies, excluding Lismore. 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, (ii) a $5.0 million cash payment received in June 2017 from Braemar in connection with our Fourth Amended and Restated Advisory Agreement with Braemar, which is recognized evenly over the 10-year initial contract period that we are providing Braemar advisory services, and (iii) debt placement and related fees that will be recognized over the term of the agreement on a straight line basis as the service was rendered, only to the extent it was probable that a significant reversal of revenue would not occur. 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 $26.3 million and $17.6 million included in “accounts receivable, net” primarily related to our products and services segment, $7.4 million and $0 in “due from Ashford Trust,” and $2.6 million and $11.8 million included in “due from Braemar” related to REIT advisory services at March 31, 2023 and December 31, 2022, respectively. See note 15. Disaggregated Revenue Our revenues were comprised of the following for the three months ended March 31, 2023 and 2022, respectively (in thousands): Three Months Ended March 31, 2023 2022 Advisory services fees: Base advisory fees $ 12,108 $ 11,674 Incentive advisory fees 67 — Other advisory revenue 128 128 Total advisory services fees revenue 12,303 11,802 Hotel management fees: Base fees 9,010 6,174 Incentive fees 982 1,004 Other management fees 2,195 — Total hotel management fees revenue 12,187 7,178 Design and construction fees revenue 6,929 4,524 Audio visual revenue 40,357 24,965 Other revenue: Watersports, ferry and excursion services (1) 7,628 6,045 Debt placement and related fees (2) 395 2,483 Cash management fees (3) 126 — Claims management services 1 15 Other services (4) 924 2,896 Total other revenue 9,074 11,439 Cost reimbursement revenue 104,272 74,051 Total revenues $ 185,122 $ 133,959 REVENUES BY SEGMENT (5) REIT advisory $ 20,881 $ 19,393 Remington 101,464 70,507 Premier 9,771 6,226 INSPIRE 40,409 25,022 RED 7,651 6,045 OpenKey 389 382 Corporate and other 4,557 6,384 Total revenues $ 185,122 $ 133,959 ________ (1) Watersports, ferry and excursion services revenue is earned by RED, which includes the entity that conducts RED’s legacy U.S. Virgin Islands operations, the Turks and Caicos Islands and Maui operations and Sebago, a provider of watersports activities and excursion services based in Key West, Florida. (2) Debt placement and related fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar. (3) Cash management fees include revenue earned by providing active management and investment of Ashford Trust and Braemar’s excess cash in short-term U.S. Treasury securities. (4) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey and Pure Wellness, to Ashford Trust, Braemar and third parties. The three months ended March 31, 2022 included the revenue of Marietta Leasehold LP (“Marietta”), which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia, and was acquired by Ashford Trust on December 16, 2022. (5) We have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Pure Wellness and, for the three months ended March 31, 2022, Marietta into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting. Geographic Information Our REIT Advisory, Remington, Premier, OpenKey, and Corporate and Other reporting segments conduct their business primarily within the United States. Our INSPIRE reporting segment conducts business in the United States, Mexico and the Dominican Republic. RED conducts business in the United States, the U.S. Virgin Islands and the Turks and Caicos Islands, a territory of the United Kingdom. The following table presents revenue from INSPIRE and RED geographically for the three months ended March 31, 2023 and 2022, respectively (in thousands): Three Months Ended March 31, 2023 2022 INSPIRE: United States $ 26,712 $ 19,070 Mexico 11,063 4,618 Dominican Republic 2,634 1,334 Total audio visual revenue $ 40,409 $ 25,022 RED: United States (including the U.S. Virgin Islands) $ 6,238 $ 5,265 United Kingdom (Turks and Caicos Islands) 1,413 780 Total watersports, ferry and excursion services $ 7,651 $ 6,045 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination Alii Nui On March 17, 2023, RED acquired certain privately held entities and assets associated with Alii Nui, which provides luxury sailing and watersports experiences in Maui, Hawaii, for a total purchase price of $11.0 million, excluding working capital adjustments. The purchase price consisted of $8.0 million in cash, subject to certain adjustments, $1.0 million of contingent consideration and 80,000 RED Units issued at $25 per unit for a total liquidation value of $2.0 million. The RED Units accrue interest at 6.5% per annum. The $8.0 million cash consideration includes $300,000 of cash held back by the Company to be paid eighteen months after the acquisition date (the “Holdback Date”), subject to certain conditions. The $1.0 million of contingent consideration is subject to Alii Nui obtaining a permit to operate a marine vessel (the “Permit”) prior to the Holdback Date of which $500,000 is to be paid upon the later of January 15, 2024 or the date the Permit is obtained and the remaining $500,000 is to be paid on the Holdback Date, subject to certain conditions. Subsequent to March 31, 2023, Alii Nui obtained the Permit. Both the Company and the holders of the RED Units have the right to convert the RED Units at the liquidation value of $25 per unit three years after the acquisition date upon providing notice to the respective party. The Company may convert the RED Units by paying cash or a combination of cash or the Company’s common shares at the sole discretion of the Company (the “Call Right”). The holders of the RED Units may convert their RED Units for cash (the “Put Right”). Under current accounting guidance, the Call Right and the Put Right are accounted for on a combined basis as a form of financing the acquisition of Alii Nui and recorded as a non-current note payable of $2.0 million in our condensed consolidated balance sheet. The acquisition of Alii Nui was recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation was 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 for Alii Nui 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. For goodwill reporting purposes, the operations and goodwill for Alii Nui are included in our RED reporting unit as they are similar businesses. See note 5. 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 the RED Units, the contingent consideration and the 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 are as follows (in thousands): Cash $ 7,700 Cash consideration payable 300 Contingent consideration 1,000 RED Units 2,000 Working capital adjustments 337 Total fair value of purchase price $ 11,337 Fair Value Estimated Useful Life Current assets including cash of $998 $ 1,288 Property and equipment, net 2,255 20 years Goodwill 686 Trademarks 1,600 Boat slip rights 6,250 20 years Total assets acquired 12,079 Current liabilities 742 Total assumed liabilities 742 Net assets acquired $ 11,337 We do not expect any of the goodwill balance to be deductible for tax purposes. The qualitative factors that make up the recorded goodwill includes value attributable to growth opportunities to expand RED’s operations to new markets in Hawaii. Results of Alii Nui The results of operations of Alii Nui have been included in our results of operations since the acquisition date of March 17, 2023. Our condensed consolidated statements of operations for the three months ended March 31, 2023 include total revenue of $424,000 and net income of $80,000 from Alii Nui, respectively. Pro Forma Financial Results The following table reflects the unaudited pro forma results of operations as if the Alii Nui acquisition had occurred on January 1, 2022, and the removal of $318,000 of transaction costs directly attributable to the acquisition (net of the incremental tax expense) for the three months ended March 31, 2023 (in thousands): Three Months Ended March 31, 2023 2022 Total revenues $ 186,962 $ 136,175 Net income (loss) 1,612 1,312 Net income (loss) attributable to common stockholders (7,289) (7,792) |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill The carrying amount of goodwill as of March 31, 2023 is as follows (in thousands): Remington RED Corporate and Other (1) Consolidated Balance at December 31, 2022 $ 56,658 $ 1,235 $ 782 $ 58,675 Changes in goodwill: Additions (2) — 686 — 686 Balance at March 31, 2023 $ 56,658 $ 1,921 $ 782 $ 59,361 ________ (1) Corporate and Other includes the goodwill from the Company’s acquisition of Pure Wellness. (2) The addition relates to RED’s acquisition of Alii Nui. See note 4. Intangible Assets Intangible assets, net as of March 31, 2023 and December 31, 2022, are as follows (in thousands): March 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts $ 114,731 $ (43,356) $ 71,375 $ 114,731 $ (40,519) $ 74,212 Premier management contracts 194,000 (56,263) 137,737 194,000 (53,415) 140,585 INSPIRE customer relationships 9,319 (5,807) 3,512 9,319 (5,527) 3,792 RED boat slip rights (1) 9,350 (574) 8,776 3,100 (535) 2,565 $ 327,400 $ (106,000) $ 221,400 $ 321,150 $ (99,996) $ 221,154 Gross Carrying Amount Gross Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 4,900 $ 4,900 RED trademarks (2) 2,090 490 $ 6,990 $ 5,390 ________ (1) Includes $6.3 million of boat slip rights acquired in RED’s acquisition of Alii Nui on March 17, 2023. See note 4. (2) Includes $1.6 million of trademarks acquired in RED’s acquisition of Alii Nui on March 17, 2023. See note 4. seven eight |
Notes Payable, net
Notes Payable, net | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Credit facility (6) (9) Ashford Inc. April 1, 2027 Base Rate (1) + 6.35% or Adjusted Term SOFR (3) + 7.35% $ 82,000 $ 70,000 Note payable (6) (11) Ashford Inc. February 29, 2028 4.00% 1,431 1,495 Note payable (18) OpenKey On demand 15.00% 99 — Term loan (5) (7) (10) INSPIRE March 24, 2028 BSBY Rate (2) + 2.75% 20,000 17,300 Revolving credit facility (5) (12) Pure Wellness On demand Prime Rate (4) + 1.00% 150 150 Revolving credit facility (5) (8) (13) RED December 5, 2023 Prime Rate (4) + 1.75% 3 — Term loan (5) (8) (14) RED July 18, 2029 6.00% 1,583 1,596 Term loan (5) (8) RED July 18, 2023 6.50% 267 337 Term loan (5) (8) (15) RED August 5, 2029 Prime Rate (4) + 2.00% 844 858 Term loan (5) (8) RED August 5, 2029 Prime Rate (4) + 2.00% 1,942 1,980 Term loan (6) (8) RED August 5, 2029 Prime Rate (4) + 1.75% 2,923 3,006 Term loan (5) (8) (19) RED March 17, 2033 Prime Rate (4) + 1.50% 1,664 — Term loan (5) (8) (19) RED March 17, 2033 Prime Rate (4) + 1.50% 2,386 — Draw term loan (5) (8) (16) RED March 17, 2032 5.00% 636 641 Draw term loan (5) (8) (16) RED March 17, 2032 5.00% 635 640 Draw term loan (5) (8) (17) RED Various (18) Prime Rate (4) + 1.00% 1,457 1,099 RED Units (5) (20) RED See footnote (20) 6.50% 2,000 — Total notes payable 120,020 99,102 Capitalized default interest, net — 148 Deferred loan costs, net (2,651) (2,643) Original issue discount, net (9) (1,647) (1,732) Notes payable including capitalized default interest and deferred loan costs, net 115,722 94,875 Less current portion (3,604) (5,195) Total notes payable, net - non-current $ 112,118 $ 89,680 __________________ (1) Base Rate, as defined in the amended credit facility agreement with Mustang Lodging Funding LLC, is the greater of (i) the Wall Street Journal prime rate, (ii) the federal funds rate plus 0.50%, (iii) Adjusted Term SOFR plus 1.00%, or (iv) 1.25%. (2) The Daily Adjusting Bloomberg Short-Term Bank Yield Index rate (the “BSBY Rate”) was 4.92% at March 31, 2023. (3) Adjusted Term SOFR is the one-month forward-looking SOFR rate plus 0.03%. Adjusted Term SOFR was 4.83% at March 31, 2023. (4) The Prime Rate was 8.00% and 7.50% at March 31, 2023 and December 31, 2022, respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) INSPIRE’s Term Loan is collateralized by substantially all of the assets of INSPIRE. (8) RED’s loans are collateralized primarily by RED’s marine vessels and associated leases with a carrying value of $14.8 million and $13.6 million as of March 31, 2023 and December 31, 2022, respectively. (9) On March 31, 2023, the Company amended its Credit Agreement (the “Credit Agreement”), previously entered into on April 1, 2022, with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The amendment replaced the one-month LIBOR rate with Adjusted Term SOFR. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. On April 18, 2022 and March 7, 2023, the Company drew an additional $20.0 million and $12.0 million on the Credit Facility, respectively. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either Adjusted Term SOFR plus an applicable margin, or the Base Rate plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Adjusted Term SOFR loans will be 7.35% per annum and the applicable margin for Base Rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0% during the first 24 months of the term, payable on the last business day of each month. The Credit Facility included an original issue discount of $2.0 million on the Closing Date. As of March 31, 2023, the amount unused under the Credit Facility was $18.0 million. (10) On March 24, 2023, INSPIRE amended its credit agreement by entering into the INSPIRE Amendment. The INSPIRE Amendment increased the maximum borrowing capacity under INSPIRE’s Revolving Note from $3.0 million to $6.0 million, provides for a $20.0 million Term Note and an Equipment Note pursuant to which, until September 24, 2027, INSPIRE may request advances up to $4.0 million in the aggregate to purchase new machinery or equipment to be used in the ordinary course of business. The INSPIRE Amendment extended the maturity date of INSPIRE’s Notes from January 1, 2024 to March 24, 2028. Monthly principal payments commence on April 1, 2023 for the Term Note in the amount of approximately $167,000. Borrowings under the Revolving Note require monthly payments of interest only until the maturity date and borrowings under the Equipment Note require monthly principal payments at 1/60th of the original principal amount of each advance. The Notes bear interest at the BSBY Rate plus a margin of 2.75% and the undrawn balance of the Revolving Note and the Equipment Note are subject to an unused fee of 0.25% per annum. As of March 31, 2023, no balances had been drawn on the Revolving Note or the Equipment Note. (11) On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. Pursuant to the agreement, the purchase price will be paid to the seller in equal monthly installments over a seven year term and will include interest in arrears at an annualized rate of 4.0%. The purchase price is payable in Ashford Inc. common stock, including a 10% premium, or cash at our sole discretion. (12) As of March 31, 2023, the amount unused under Pure Wellness’s revolving credit facility was $100,000. (13) As of March 31, 2023, the amount unused under RED’s revolving credit facility was $247,000. (14) On July 18, 2019, 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%. (15) On July 23, 2021, RED entered into a term loan agreement with a maximum principal amount of $900,000. (16) On March 17, 2022, in connection with the purchase and construction of marine vessels, RED entered into two closed-end non-revolving line of credit loans of $1.5 million each which convert to term loans once fully drawn. Each loan bears an interest rate of 5.0% for the first three years. After three years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 5.0%. As of March 31, 2023, the amount unused under RED’s non-revolving line of credit loans were $864,000 and $865,000, respectively. (17) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converts into an individual term loan each time RED draws upon the facility. As of March 31, 2023, RED had drawn the full amount allowed under the line of credit. Maturity dates for amounts drawn under the facility are November 30, 2027, December 28, 2027 and January 20, 2028. (18) On February 2, 2023, OpenKey entered into a loan funding agreement with Braemar with a maximum loan amount of $395,000 funded quarterly at $99,000 per quarter. As of March 31, 2023, the remaining unused loan balance was $296,000. (19) On March 17, 2023, in connection with the acquisition of Alii Nui, RED entered into two term loans of $1.7 million and $2.4 million. RED is required to make monthly payments on the term loans starting April 17, 2023. (20) On March 17, 2023, in connection with the Alii Nui acquisition, RED issued 80,000 RED Units at $25 per unit with a liquidation value of $2.0 million. The RED Units accrue interest at 6.5% per annum with required quarterly payments. The RED Units are considered a form of financing the acquisition of Alii Nui under current accounting guidance and is recorded as a non-current note payable in our condensed consolidated balance sheet. See note 4. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses were comprised of the following (in thousands): March 31, 2023 December 31, 2022 Accounts payable $ 23,817 $ 18,841 Accrued payroll expense 8,182 30,626 Accrued vacation expense 2,569 2,418 Accrued interest 269 381 Other accrued expenses 3,390 3,813 Total accounts payable and accrued expenses $ 38,227 $ 56,079 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 Significant Unobservable Inputs Total March 31, 2023 Assets Restricted Investment: Ashford Trust common stock $ 33 (1) $ — $ — $ 33 Braemar common stock 178 (1) — — 178 Total $ 211 $ — $ — $ 211 Liabilities Contingent consideration $ (1,000) (2) $ — $ (3,100) (3) $ (4,100) Subsidiary compensation plan — (4) (1) — (4) Deferred compensation plan (2,630) — — (2,630) Total $ (3,630) $ (4) $ (3,100) $ (6,734) Net $ (3,419) $ (4) $ (3,100) $ (6,523) __________________ (1) The restricted investment includes 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. The compensation agreement liability is based on ratably accrued vested shares through March 31, 2023, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Alii Nui, $500,000 of which is reported within each of “claims liabilities and other” and “other liabilities” in our condensed consolidated balance sheets. (3) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within “other liabilities” in our condensed consolidated balance sheets. Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total December 31, 2022 Assets Restricted Investment: Ashford Trust common stock $ 57 (1) $ — $ — $ 57 Braemar common stock 246 (1) — — 246 Total $ 303 $ — $ — $ 303 Liabilities Contingent consideration $ — $ — $ (2,320) (2) $ (2,320) Subsidiary compensation plan $ — $ (74) (1) $ — $ (74) Deferred compensation plan (2,849) — — (2,849) Total $ (2,849) $ (74) $ (2,320) $ (5,243) Net $ (2,546) $ (74) $ (2,320) $ (4,940) __________________ (1) The restricted investment includes 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. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2022, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within “other liabilities” in our condensed consolidated balance sheets. The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2022 $ (2,320) Gains (losses) from fair value adjustments included in earnings (780) Balance at March 31, 2023 $ (3,100) __________________ (1) The Company measures contingent consideration liabilities related to the Chesapeake acquisition in April 2022 at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The fair value of the contingent consideration liability is based on the present value of the expected future payments to be made to the sellers of Chesapeake in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates Chesapeake’s future performance using a Monte Carlo simulation model. The key assumptions in applying the Monte Carlo simulation model are a) a discount rate, with a range of 35.79% to 36.70%; b) a forward - looking risk-free rate, with a range of 3.97% to 4.86%; and c) a volatility rate of 50.76%. 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, 2023 2022 Assets Unrealized gain (loss) on investment: (1) Ashford Trust common stock $ 57 $ 110 Braemar common stock — 57 Realized gain (loss) on investment: (2) Ashford Trust common stock (73) (94) Braemar common stock (7) 23 Total $ (23) $ 96 Liabilities Contingent consideration (3) $ (780) $ — Subsidiary compensation plan (4) 14 (47) Deferred compensation plans (4) 220 (111) Total $ (546) $ (158) Net $ (569) $ (62) __________________ (1) Represents the unrealized gain (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. Reported as a component of “other income (expense)” in our condensed consolidated statements of operations. (2) Represents the realized gain (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. (3) Represents the changes in fair value of our contingent consideration liabilities. The change in the fair value in the three months ended March 31, 2023 related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake in April 2022. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations. (4) 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, 2023 Equity securities (1) $ 672 $ — $ (461) $ 211 __________________ (1) Distributions of $195,000 of available - for - sale securities occurred in the three months ended March 31, 2023. Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: December 31, 2022 Equity securities (1) $ 821 $ — $ (518) $ 303 __________________ (1) Distributions of $365,000 of available - for - sale securities occurred in the year ended December 31, 2022. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 211 $ 211 $ 303 $ 303 Financial liabilities measured at fair value: Deferred compensation plan $ 2,630 $ 2,630 $ 2,849 $ 2,849 Contingent consideration 4,100 4,100 2,320 2,320 Financial assets not measured at fair value: Cash and cash equivalents $ 37,004 $ 37,004 $ 44,390 $ 44,390 Restricted cash 35,133 35,133 37,058 37,058 Accounts receivable, net 26,298 26,298 17,615 17,615 Notes receivable 2,428 2,428 2,041 2,041 Due from affiliates 477 477 463 463 Due from Ashford Trust 7,390 7,390 — — Due from Braemar 2,591 2,591 11,828 11,828 Investments in unconsolidated entities 3,757 3,757 4,217 4,217 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 38,227 $ 38,227 $ 56,079 $ 56,079 Dividends payable 27,620 27,620 27,285 27,285 Due to affiliates — — 15 15 Due to Ashford Trust — — 1,197 1,197 Claims liabilities and other 30,648 30,648 26,547 26,547 Notes payable 120,020 114,019 to 126,021 99,102 94,147 to 104,057 Restricted investment. These financial assets are carried at fair value 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 the Company’s acquisition of Chesapeake 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. This is considered a Level 3 valuation technique. See note 8 . Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying values approximate fair value due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Accounts receivable, net, due from affiliates, due to/from Ashford Trust, due from Braemar, notes receivable, accounts payable and accrued expenses, dividends payable, due to affiliates and claims liabilities and other . 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 assets 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Note Receivable — As of March 31, 2023, we have a note receivable from an affiliate BP Annex Dev LLC for $913,000. BP Annex Dev LLC has the ability to borrow an additional $108,000 for a maximum note commitment of $1.0 million from the Company. The note bears interest at 8.00% per annum, compounding annually. Interest is paid in-kind and added to the outstanding principal balance until the note maturity date of November 11, 2026. The note receivable is recorded in “other assets, net” in our condensed consolidated balance sheets. Release and Waiver Agreement — On April 15, 2022, the Company and Ashford Services agreed with Jeremy Welter, the Chief Operating Officer of the Company, that, effective on July 15, 2022, Mr. Welter would terminate employment with and service to the Company, Ashford Services and their affiliates. Mr. Welter was also the Chief Operating Officer of Ashford Trust and Braemar and accordingly his service as Chief Operating Officer of each of Ashford Trust and Braemar also ended on July 15, 2022. The Company has commitments related to cash compensation for the departure of Mr. Welter which included a cash termination payment of $750,000, which was paid on August 5, 2022, and payments totaling approximately $6.4 million, which are payable in 24 substantially equal monthly installments of approximately $267,000 beginning in August 2022. As of March 31, 2023, the Company’s remaining commitment to Mr. Welter totaled approximately $4.3 million. Litigation —On December 20, 2016, a class action lawsuit was filed against one of the Company’s subsidiaries in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees who were allegedly deprived of rest breaks as a result of the subsidiary’s previous written policy requiring employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of March 31, 2023, no amounts have been accrued. |
Equity (Deficit)
Equity (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity (Deficit) | Equity (Deficit) 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 attributable to noncontrolling interests for each of our consolidated entities (in thousands): Three Months Ended March 31, 2023 2022 (Income) loss attributable to noncontrolling interests: OpenKey $ 226 $ 226 Pure Wellness 62 34 Total net (income) loss attributable to noncontrolling interests $ 288 $ 260 |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2023 | |
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. Redeemable noncontrolling interests in Ashford Holdings includes the Series CHP Unit preferred membership interest issued in our acquisition of Chesapeake in April 2022 and the membership interests of common units and LTIP units. The following table summarizes the net (income) loss attributable to our redeemable noncontrolling interests (in thousands): Three Months Ended March 31, 2023 2022 Net (income) loss attributable to redeemable noncontrolling interests: Ashford Holdings $ (155) $ 9 Total net (income) loss attributable to redeemable noncontrolling interests $ (155) $ 9 Series CHP Units —In connection with the acquisition of Chesapeake, Ashford Holdings issued 378,000 Series CHP Units to the sellers of Chesapeake. The Series CHP Units represent a preferred membership interest in Ashford Holdings having a priority in payment of cash dividends over the common unit holders of Ashford Holdings. Each Series CHP Unit (i) has a liquidation value of $25 plus all unpaid accrued and accumulated distributions thereon; (ii) is entitled to cumulative dividends at the rate of 7.28% per annum, payable quarterly in arrears; (iii) participates in any dividend or distribution paid on all outstanding common units of Ashford Holdings in addition to the preferred dividends; (iv) is convertible, along with the aggregate accrued or accumulated and unpaid distributions thereon, into common units of Ashford Holdings at the option of the holder or the issuer, which common units of Ashford Holdings will then be redeemable by the holder thereof into common stock of the Company on a 1:1 ratio or cash, at the Company’s discretion; and (v) provides for customary anti-dilution protections. The number of common units of Ashford Holdings to be received upon conversion of Series of CHP Units, along with the aggregate accrued or accumulated and unpaid distributions thereon, is determined by: (i) multiplying the number of Series CHP Units to be converted by the liquidation value thereof; and then (ii) dividing the result by the preferred conversion price, which is $117.50 per unit. In the event the Company fails to pay the required dividends on the Series CHP Units for two consecutive quarterly periods (a “Preferred Unit Breach”), then until such arrearage is paid in cash in full, the dividend rate on the Series CHP Units will increase to 10.00% per annum until no Preferred Unit Breach exists. Except with respect to certain protective provisions, no holder of Series CHP Units will have voting rights in its capacity as such. As long as any Series CHP Units are outstanding, the Company is prohibited from taking specified actions without the consent of at least 50% of the holders of Series CHP Units, including (i) modifying the terms, rights, preferences, privileges or voting powers of the Series CHP Units or (ii) altering the rights, preferences or privileges of any Units of Ashford Holdings so as to adversely affect the Series CHP Units. For the three months ended March 31, 2023, the Company recorded net income attributable to redeemable noncontrolling interests of $172,000 to the Series CHP Unit holders which is included in Ashford Holdings in the table above. Convertible Preferred Stock —Each share of Series D Convertible Preferred Stock: (i) has a liquidation value of $25 per share plus the amount of all unpaid accrued and accumulated dividends on such share; (ii) accrues cumulative dividends at the rate of 7.28% per annum; (iii) participates in any dividend or distribution on the common stock in addition to the preferred dividends; (iv) is convertible, along with all unpaid accrued and accumulated dividends thereon, 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 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 on the Company’s common stock may be declared or 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 beneficially held primarily by Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, and Mr. Archie Bennett, Jr., who is Mr. Monty J. Bennett’s father. 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 and whether or not funds are legally available for the payment thereof. All accrued dividends shall remain accumulated, compounding dividends until paid in cash 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 (except that the option to purchase may not be exercised with respect to shares of Series D Convertible Preferred Stock with an aggregate purchase price less than $25.0 million) 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 As of March 31, 2023, the Company had aggregate undeclared preferred stock dividends of approximately $18.7 million, which relates to the second and fourth quarters of 2021. On March 20, 2023, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended March 31, 2023. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on April 14, 2023. All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid Series D Convertible Preferred Stock dividends, declared and undeclared, totaling $27.4 million and $27.1 million at March 31, 2023 and December 31, 2022, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable.” Convertible preferred stock cumulative dividends declared during the three months ended March 31, 2023 and 2022 for all issued and outstanding shares were as follows (in thousands, except per share amounts): Three Months Ended March 31, 2023 2022 Preferred dividends - declared $ 8,700 $ 8,700 Preferred dividends per share - declared $ 0.4550 $ 0.4550 Aggregate undeclared convertible preferred stock cumulative dividends (in thousands, except per share amounts): March 31, 2023 December 31, 2022 Aggregate preferred dividends - undeclared $ 18,748 $ 18,414 Aggregate preferred dividends - undeclared per share $ 0.9805 $ 0.9631 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 consolidated statements of operations. The components of equity-based compensation expense for the three months ended March 31, 2023 and 2022 are presented below by award type (in thousands): Three Months Ended March 31, 2023 2022 Equity-based compensation Class 2 LTIP units and stock option amortization (1) $ 32 $ 354 Employee LTIP units and equity grant expense (2) 439 341 Director and other non-employee equity grants expense (3) 18 54 Total equity-based compensation $ 489 $ 749 Other equity-based compensation REIT equity-based compensation (4) $ 3,635 $ 4,329 $ 4,124 $ 5,078 ________ (1) As of March 31, 2023, the Company had approximately $254,000 of total unrecognized compensation expense related to the Class 2 LTIP units that will be recognized over a weighted average period of 2.0 years. (2) As of March 31, 2023, the Company had approximately $3.8 million of total unrecognized compensation expense related to restricted shares and LTIP units that will be recognized over a weighted average period of 2.3 years. (3) Grants of stock, restricted stock and 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. (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. |
Deferred Compensation Plan
Deferred Compensation Plan | 3 Months Ended |
Mar. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation Plan | Deferred Compensation Plan We administer a non-qualified deferred compensation plan (“DCP”) for certain executive officers and other employees which 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 for our executive officers 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, 2023 2022 Change in fair value Unrealized gain (loss) $ 220 $ (111) As of March 31, 2023 and December 31, 2022, the carrying value of the DCP liability was $2.6 million and $2.8 million, respectively. No distributions were made to any participant during the three months ended March 31, 2023 and 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
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 with Ashford Trust and its operating subsidiary, Ashford Hospitality Limited Partnership (“Ashford Trust OP”). Premier is party to a master project management agreement with Ashford Trust OP and Ashford Trust TRS, a subsidiary of Ashford Trust OP, and certain of their affiliates 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. Remington is party to a master hotel management agreement with Ashford Trust TRS and certain of its affiliates to provide hotel management services. Ashford Trust pays the Company a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met, and other general and administrative expense reimbursements. Ashford Trust pays the base fee and reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding week. Remington is also party to a mutual exclusivity agreement with Ashford Trust and Ashford Trust OP. Lismore has certain agreements with Ashford Trust to provide debt placement, modifications and refinancings of certain mortgage debt. Lismore’s fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan, modification or other transaction is closed. Lismore also previously held an agreement with Ashford Trust (the “Ashford Trust Agreement”) with an effective date of April 6, 2020 pursuant to which Lismore negotiated forbearance, modifications and refinancings of the existing mortgage debt on Ashford Trust’s hotels. The Ashford Trust Agreement additionally allowed for the Company to receive certain fees for refinancings performed within eight months after the Ashford Trust Agreement terminated. The Ashford Trust Agreement terminated effective April 6, 2022. For the three months ended March 31, 2022, the Company recognized revenue of $2.3 million under the Ashford Trust Agreement. The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Three Months Ended March 31, 2023 2022 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 8,468 $ 8,735 Hotel management fees: Base management fees 6,357 5,002 Incentive management fees 566 783 Total hotel management fees revenue (1) 6,923 5,785 Design and construction fees revenue (2) 3,381 2,472 Other revenue: Watersports, ferry and excursion services (4) 16 43 Debt placement and related fees (5) 395 2,293 Cash management fees (6) 71 — Claims management services (7) 1 14 Other services (8) 397 348 Total other revenue 880 2,698 Cost reimbursement revenue 69,577 58,306 Total revenues $ 89,229 $ 77,996 REVENUES BY SEGMENT (9) REIT advisory $ 12,762 $ 13,006 Remington 70,000 58,129 Premier 5,221 3,606 INSPIRE 29 38 RED 28 43 OpenKey 30 34 Corporate and other (10) 1,159 3,140 Total revenues $ 89,229 $ 77,996 COST OF REVENUES Cost of revenues for audio visual (3) $ 2,655 $ 1,448 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenue from guests at REIT properties (3) $ 6,495 $ 3,350 ________ (1) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue 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). Remington receives an incentive management fee equal to the lessor 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. See note 3 for discussion of the hotel management fees revenue recognition policy. (2) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (3) INSPIRE primarily contracts directly with customers to whom they provide services. INSPIRE recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, for INSPIRE are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (4) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Ashford Trust rather than contracting with third-party customers. (5) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (6) Cash management fees include revenue earned by providing active management and investment of Ashford Trust’s excess cash in short-term U.S. Treasury securities. (7) Claims management services include revenue earned from providing insurance claim assessment and administration services. (8) 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. (9) See note 17 for discussion of segment reporting. (10) The Corporate and Other segment’s revenue includes cost reimbursement revenue from Ashford Trust’s capital contributions to Ashford Securities under the Third Amended and Restated Contribution Agreement between the Company, Ashford Trust and Braemar. Capital contributions are divided between the Company, Ashford Trust and Braemar based upon the actual amount of capital raised through Ashford Securities for each company which may result in increases or decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below. Braemar — We are also a party to an amended and restated advisory agreement with Braemar and its operating subsidiary, Braemar Hospitality Limited Partnership (“Braemar OP”). Premier is party to a master project management agreement with Braemar OP and Braemar TRS Corporation, a wholly owned subsidiary of Braemar OP, and certain of their affiliates to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP. Remington is party to a master hotel management agreement with Braemar TRS Corporation and certain of its affiliates to provide hotel management services. Braemar pays the Company a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met, and other general and administrative expense reimbursements. Braemar pays the base fee and reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding week. Remington is also party to a mutual exclusivity agreement with Braemar and Braemar OP. Lismore has certain agreements with Braemar to provide debt placement, modifications and refinancings of certain mortgage debt. Lismore’s fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan, modification or other transaction is closed. The following table summarizes the revenues and expenses related to Braemar (in thousands): Three Months Ended March 31, 2023 2022 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 3,640 $ 2,939 Incentive advisory fees (1) 67 — Other advisory revenue (2) 128 128 Total advisory services fees revenue 3,835 3,067 Hotel management fees: Base management fees 577 700 Incentive management fees — 202 Total hotel management fees revenue (3) 577 902 Design and construction fees revenue (4) 2,520 1,320 Other revenue: Watersports, ferry and excursion services (6) 618 583 Debt placement and related fees (7) — 190 Cash management fees (8) 55 — Claims management services (9) — 1 Other services (10) 89 42 Total other revenue 762 816 Cost reimbursement revenue 14,519 11,045 Total revenues $ 22,213 $ 17,150 REVENUES BY SEGMENT (11) REIT advisory $ 8,118 $ 6,388 Remington 6,684 7,062 Premier 3,440 1,831 INSPIRE 24 19 RED 628 583 OpenKey 9 9 Corporate and other (12) 3,310 1,258 Total revenues $ 22,213 $ 17,150 COST OF REVENUES (5) Cost of revenues for audio visual $ 1,171 $ 701 Other 632 86 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 2,929 $ 1,671 Watersports, ferry and excursion services revenue from guests at REIT properties (5) 765 612 ________ (1) The incentive advisory fees for the three months ended March 31, 2023 includes the pro-rata portion of the second year installment of the 2022 incentive advisory fee which will be paid in January 2024. Incentive fee payments are subject to meeting the December 31st FCCR Condition each year, as defined in our advisory agreements. The annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021 measurement period. (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 fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue 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). Remington receives an incentive management fee equal to the lessor 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. See note 3 for discussion of the hotel management fees revenue recognition policy. (4) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (5) INSPIRE and RED primarily contract directly with third-party customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (6) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Braemar rather than contracting with third-party customers. (7) Debt placement and related fees are earned by Lismore for providing debt placement, modification and refinancing services. (8) Cash management fees include revenue earned by providing active management and investment of Braemar’s excess cash in short-term U.S. Treasury securities. (9) Claims management services include revenue earned from providing insurance claim assessment and administration services. (10) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey and Pure Wellness. (11) See note 17 for discussion of segment reporting. (12) The Corporate and Other segment’s revenue includes cost reimbursement revenue from Braemar’s capital contributions to Ashford Securities under the Third Amended and Restated Contribution Agreement between the Company, Ashford Trust and Braemar. Capital contributions are divided between the Company, Ashford Trust and Braemar based upon the actual amount of capital raised through Ashford Securities for each company which may result in increases or decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below. Ashford Securities — On December 31, 2020, the Company entered into an Amended and Restated Contribution Agreement with the Parties with respect to funding certain expenses of Ashford Securities. Beginning on the effective date of the Amended and Restated Contribution Agreement, costs to fund the operations of Ashford Securities were allocated 50% to the Company, 50% to Braemar and 0% to Ashford Trust. Upon reaching the Amended and Restated True-Up Date, there will be a true up among the Parties whereby the actual amount contributed by each Party will be based on the actual amount of capital raised by such Party through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-Up Ratio”). On January 27, 2022, the Parties entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in aggregate contributions to Ashford Securities allocated 10% to the Company, 45% to Ashford Trust and 45% to Braemar. On February 3, 2023, the Amended and Restated True-Up Date occurred and, on March 30, 2023, Braemar paid the Company $8.7 million for Braemar’s portion of their contributions to fund Ashford Securities as calculated under the Initial True-Up Ratio. The $8.7 million payment consisted of $2.5 million and $6.2 million for the Company’s and Ashford Trust’s prior contributions made to Ashford Securities, respectively, which were owed by Braemar as calculated under the Initial True-Up Ratio. On March 30, 2023, the Company paid Ashford Trust $6.2 million. On February 1, 2023, the Parties entered into a Third Amended and Restated Contribution Agreement. The Third Amended and Restated Contribution Agreement states that after reaching the Amended and Restated True-Up Date capital contributions for the remainder of fiscal year 2023 will be divided between each Party based on the actual amount of capital raised by such Party through Ashford Securities. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 19, 2019 (the resulting ratio of capital contributions among the Company, Ashford Trust and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year. As of March 31, 2023, Ashford Trust and Braemar have funded approximately $135,000 and $15.9 million, respectively. The Company recognized $398,000 and $527,000 of cost reimbursement revenue from Ashford Trust for the three months ended March 31, 2023 and 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $3.2 million and $1.0 million of cost reimbursement revenue from Braemar for the three months ended March 31, 2023 and 2022, respectively, in our condensed consolidated statements of operations. Cost reimbursement revenue for the three months ended March 31, 2023 includes $227,000 and $2.0 million of dealer manager fees earned by Ashford Securities for the placement of Ashford Trust’s and Braemar’s non-listed preferred equity offerings, respectively. Expiration of Ashford Trust ERFP Agreement Related Leases — On June 26, 2018, the Company entered into an Enhanced Return Funding Program Agreement with Ashford Trust (the “Ashford Trust ERFP Agreement”). Although the Ashford Trust ERFP Agreement expired in accordance with its terms on June 26, 2021, certain obligations of the parties survived. In the first quarter of 2022, Ashford Trust purchased furniture, fixtures and equipment (“FF&E”) with a net book value of $1.1 million from the Company at the fair market value of $406,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recorded a loss on sale of the FF&E of $706,000 which is included within “other” operating expense in our condensed consolidated statement of operations for the three months ended March 31, 2022. In the fourth quarter of 2022, Ashford Trust purchased FF&E with a net book value of $3.1 million from the Company at the fair market value of $1.0 million upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recognized a $1.0 million outstanding receivable which is recorded in “due from Ashford Trust” in our condensed consolidated balance sheet as of March 31, 2023. In the first quarter of 2023, Ashford Trust purchased FF&E with a net book value of $1.5 million from the Company at the fair market value of $450,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recognized a $450,000 outstanding receivable which is recorded in “due from Ashford Trust” in our condensed consolidated balance sheet as of March 31, 2023. The Company recorded a loss on the sale of the FF&E of $1.0 million which is included within “other” operating expense in our condensed consolidated statement of operations for the three months ended March 31, 2023. Other Related Party Transactions — On January 3, 2023, the Company acquired RHC, an affiliate owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. The purchase price paid was de minimis. We accounted for this transaction as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets. Upon the acquisition date, the operating lease asset and corresponding operating lease liability of $17.2 million associated with the Company’s lease with RHC was eliminated upon consolidation. The following table summarizes the assets and liabilities acquired by the Company on the asset acquisition date (in thousands): January 3, 2023 Restricted cash $ 849 Property and equipment, net 2,183 Operating lease right-of-use assets 15,017 Total assets acquired 18,049 Operating lease liabilities 17,200 Other liabilities 849 Total assumed liabilities 18,049 Net assets acquired $ — On March 2, 2023, the Company entered into a Limited Waiver Under Advisory Agreement (the “2023 Braemar Limited Waiver”) with Braemar, Braemar OP, and Braemar TRS and a Limited Waiver Under Advisory Agreement (the “2023 Ashford Trust Limited Waiver” and, together with the 2023 Braemar Limited Waiver, the “2023 Limited Waivers”) with Ashford Trust, Ashford Trust OP, and Ashford Trust TRS. Pursuant to the 2023 Limited Waivers, the parties to the Second Amended and Restated Advisory Agreement with Ashford Trust and the Fifth Amended and Restated Advisory Agreement with Braemar waive the operation of any provision of such agreement that would otherwise limit the ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and expense, to award during the first and second fiscal quarters of calendar year 2023 (the “2023 Waiver Period”) , cash incentive compensation to employees and other representatives of the Company; provided that, pursuant to the 2023 Ashford Trust Limited Waiver, such awarded cash incentive compensation does not exceed $13.1 million , in the aggregate, during the 2023 Waiver Period. Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in current “other liabilities” in our consolidated balance sheets. See note 2. Ashford Trust held a 15.06% noncontrolling interest in OpenKey, and Braemar held a 7.92% noncontrolling interest in OpenKey, as of March 31, 2023 and December 31, 2022. On February 2, 2023, OpenKey entered into a loan funding agreement with Braemar for 2023 with a maximum loan amount of $395,000, funded quarterly at $99,000. See note 6. As of March 31, 2023, we have a note receivable from an affiliate BP Annex Dev LLC for $913,000. BP Annex Dev LLC has the ability to borrow an additional $108,000 for a maximum note commitment of $1.0 million from the Company. The note bears interest at 8.00% per annum, compounding annually. Interest is paid in-kind and added to the outstanding principal balance until the note maturity date of November 11, 2026. The note receivable is recorded in “other assets, net” in our condensed consolidated balance sheet. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 1,309 $ 948 Less: Dividends on preferred stock, declared and undeclared (1) (9,034) (9,373) Undistributed net income (loss) allocated to common stockholders (7,725) (8,425) Distributed and undistributed net income (loss) - basic $ (7,725) $ (8,425) Distributed and undistributed net income (loss) - diluted $ (7,725) $ (8,425) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,984 2,809 Weighted average common shares outstanding – diluted 2,984 2,809 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (2.59) $ (3.00) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (2.59) $ (3.00) ________ (1) Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note 12. 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, 2023 2022 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ 155 $ (9) Net income (loss) attributable to subsidiary convertible interests 20 — Dividends on preferred stock, declared and undeclared 9,034 9,373 Total $ 9,209 $ 9,364 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 32 97 Effect of assumed conversion of Ashford Holdings units 93 8 Effect of conversion of subsidiary interests 155 104 Effect of assumed conversion of preferred stock 4,226 4,365 Total 4,506 4,574 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
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) INSPIRE, 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; and (g) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality and commercial office industry. For 2023, Premier, OpenKey, RED, and Pure Wellness do not meet the aggregation criteria or the quantitative thresholds to individually qualify as reportable segments. However, we have elected to disclose Premier, RED and OpenKey as reportable segments. Accordingly, we have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Pure Wellness and, for the three months ended March 31, 2022, Marietta, into an “all other” seventh reportable segment, which we refer to as “Corporate and Other.” See note 3 for details of our segments’ material revenue generating activities. Our chief operating decision maker’s (“CODM”) primary measure of segment profitability is net income. Our CODM currently reviews assets at the consolidated level and does not currently review segment assets to make key decisions on resource allocations. Since such asset information by segment is not reviewed by our CODM, segment assets are not available for disclosure. Certain information concerning our segments for the three months ended March 31, 2023 and 2022 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, 2023 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 12,303 $ — $ — $ — $ — $ — $ — $ 12,303 Hotel management fees — 12,187 — — — — — 12,187 Design and construction fees — — 6,929 — — — — 6,929 Audio visual — — — 40,357 — — — 40,357 Other 127 — — — 7,628 389 930 9,074 Cost reimbursement revenue (1) 8,451 89,277 2,842 52 23 — 3,627 104,272 Total revenues 20,881 101,464 9,771 40,409 7,651 389 4,557 185,122 EXPENSES Depreciation and amortization 516 2,871 2,888 463 181 3 78 7,000 Other operating expenses (2) 1,032 8,189 4,211 35,044 7,093 1,357 12,355 69,281 Reimbursed expenses (1) 8,377 89,277 2,842 52 23 — 3,627 104,198 Total operating expenses 9,925 100,337 9,941 35,559 7,297 1,360 16,060 180,479 OPERATING INCOME (LOSS) 10,956 1,127 (170) 4,850 354 (971) (11,503) 4,643 Equity in earnings (loss) of unconsolidated entities — — — — — — (459) (459) Interest expense — — — (295) (276) — (2,266) (2,837) Amortization of loan costs — — — (37) (10) — (194) (241) Interest income — 40 — — — — 237 277 Realized gain (loss) on investments — (80) — — — — — (80) Other income (expense) — 59 — 21 428 — (15) 493 INCOME (LOSS) BEFORE INCOME TAXES 10,956 1,146 (170) 4,539 496 (971) (14,200) 1,796 Income tax (expense) benefit (2,562) (296) 51 (2,616) (45) — 4,848 (620) NET INCOME (LOSS) $ 8,394 $ 850 $ (119) $ 1,923 $ 451 $ (971) $ (9,352) $ 1,176 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $3.1 million of hotel management fees 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 design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. Three Months Ended March 31, 2022 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 11,802 $ — $ — $ — $ — $ — $ — $ 11,802 Hotel management fees — 7,178 — — — — — 7,178 Design and construction fees — — 4,524 — — — — 4,524 Audio visual — — — 24,965 — — — 24,965 Other 15 181 — — 6,045 378 4,820 11,439 Cost reimbursement revenue (1) 7,576 63,148 1,702 57 — 4 1,564 74,051 Total revenues 19,393 70,507 6,226 25,022 6,045 382 6,384 133,959 EXPENSES Depreciation and amortization 853 2,696 2,962 468 112 4 530 7,625 Other operating expenses (2) 706 4,308 2,995 22,371 5,069 1,295 12,720 49,464 Reimbursed expenses (1) 7,433 63,148 1,702 57 — 4 1,564 73,908 Total operating expenses 8,992 70,152 7,659 22,896 5,181 1,303 14,814 130,997 OPERATING INCOME (LOSS) 10,401 355 (1,433) 2,126 864 (921) (8,430) 2,962 Equity in earnings (loss) of unconsolidated entities — — — — — — 190 190 Interest expense — — — (240) (159) — (880) (1,279) Amortization of loan costs — — — (35) (16) — (22) (73) Interest income — 70 — — — — 11 81 Realized gain (loss) on investments — (71) — — — — — (71) Other income (expense) — 167 — 14 (37) — 3 147 INCOME (LOSS) BEFORE INCOME TAXES 10,401 521 (1,433) 1,865 652 (921) (9,128) 1,957 Income tax (expense) benefit (2,451) (133) 341 (994) (341) — 2,300 (1,278) NET INCOME (LOSS) $ 7,950 $ 388 $ (1,092) $ 871 $ 311 $ (921) $ (6,828) $ 679 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $2.9 million of hotel management fees 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 design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 3, 2023, the Company entered into a note receivable with an affiliate of REA Holdings for $800,000. The principal plus any accrued interest is due to the Company on demand or, in the absence of any demand, 24 months. The interest rate on the note receivable is 7.5% per annum. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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 that 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 2022 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2023. 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. |
Acquisitions | Acquisitions —We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target’s primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in our consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. |
Use of Estimates | Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents—Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists primarily of receivables from customers of audio visual services and third-party owned properties managed by Remington. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is maintained at a level adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions and other relevant factors, including specific reserves for certain accounts. |
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. |
Other Liabilities | Other—As of March 31, 2023 and December 31, 2022, claims liabilities and other included reserves in the amount of $25.4 million and $23.5 million, respectively, related primarily to Ashford Trust and Braemar properties’ 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. |
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 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 portfolio companies 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 2018 through 2022 remain subject to potential examination by certain federal and state taxing authorities. |
Recently Adopted and Recently Issued Accounting Standards | Recently Adopted 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. We adopted ASU 2016-13 and ASU 2019-10 effective January 1, 2023 and the adoption did not have a material impact on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848 ) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01 , Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) (“ASU 2022-06”), which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards upon the respective effective dates. There was no material impact as a result of this adoption. Recently Issued Accounting Standards —In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt - Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share |
Revenue Recognition | 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 Fees Revenue Advisory services fees 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 in an amount equal to 1/12 th of 0.70% of Ashford Trust’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our Second Amended and Restated Advisory Agreement with Ashford Trust, as amended, subject to certain minimums. For Braemar, the base fee is paid monthly in an amount equal to 1/12 th of 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our Fifth Amended and Restated Advisory Agreement with Braemar, 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 subject to meeting the FCCR Condition. Hotel Management Fees Revenue Hotel management fees revenue is reported within our Remington segment and primarily consists of base management fees, incentive management fees and other management fees. Base management fees, incentive management fees and other management fees are recognized when services have been rendered. For hotels owned by Ashford Trust and Braemar, Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, pursuant to Remington’s hotel management agreements, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington additionally receives an incentive management fee for hotels owned by Ashford Trust and Braemar whenever a hotel’s gross operating profit (“GOP”) exceeds the hotel’s budgeted GOP. The incentive fee is equal to the lesser of 1% of each hotel’s annual gross revenue or the amount by which the respective hotel’s GOP exceeds the hotel’s budgeted GOP. The base management fees and incentive management fees that Remington receives for third-party owned properties vary by property. Other management fees primarily includes fees for health insurance programs administered on behalf of certain third-party properties. Health insurance program fees are recognized monthly at rates which approximate market rates for similar plans provided by independent insurance companies. Other management fees additionally includes fixed monthly accounting fees and fees for revenue management services at certain third-party properties. Design and Construction Fees Revenue Design and construction fees revenue primarily consists of revenue generated by our subsidiary, Premier Project Management LLC (“Premier”). Premier provides design and construction management services, capital improvements, refurbishment, project management, and other services such as purchasing, interior design, architectural services and freight management 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 INSPIRE 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 revenue provided by certain of our 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 and related fees include revenue earned from providing placement, modifications, forbearances or refinancing of certain mortgage debt by our subsidiary, Lismore Capital II LLC (“Lismore”). For certain agreements, the fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan, modification or other transaction is closed. For other agreements, deferred income related to the various Lismore fees will be recognized over the term of the agreement on a straight-line basis as the service is rendered, only to the extent it is probable that a significant reversal of revenue will not occur. Constraints relating to variable consideration are resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price will be adjusted on a cumulative catch-up basis in the period a transaction or financing event closes. Cost Reimbursement Revenue Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar (as defined below), 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 (as defined below), 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. 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. Design and construction 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 Ashford Trust, Braemar and other hotel owners. The recognition of cost reimbursement revenue and reimbursed expenses for centralized software programs reimbursed by Ashford Trust and Braemar may result in temporary timing differences 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. Practical Expedients and Exemptions We do not disclose the amount of variable consideration that we expect to recognize in future periods in the following circumstances: (1) if we recognize the revenue based on the amount invoiced or services performed; (2) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a specific outcome from transferring the service. Deferred Income and Contract Balances Deferred income primarily consists of customer billings in advance of revenue being recognized from our advisory agreements and other products and services contracts. Generally, deferred income that will be recognized within the next 12 months is recorded as current deferred income and the remaining portion is recorded as noncurrent. The change in the deferred income balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred income balance at the beginning of the period. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022 (in thousands): March 31, 2023 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.48 % 76.78 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.52 % — % — % Noncontrolling interests in consolidated entities — % 23.22 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,669 n/a n/a Redemption value adjustment, year-to-date 5 n/a n/a Redemption value adjustment, cumulative 618 n/a n/a Carrying value of noncontrolling interests n/a 46 (167) Assets, available only to settle subsidiary’s obligations (5) n/a 1,975 1,342 Liabilities (6) n/a 849 2,039 Notes payable (6) n/a 99 — Revolving credit facility (6) n/a — 150 December 31, 2022 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.87 % 76.79 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.13 % — % — % Noncontrolling interests in consolidated entities — % 23.21 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,614 n/a n/a Redemption value adjustment, year-to-date 32 n/a n/a Redemption value adjustment, cumulative 613 n/a n/a Carrying value of noncontrolling interests n/a 273 (106) Assets, available only to settle subsidiary’s obligations (5) n/a 2,114 1,580 Liabilities (6) n/a 1,078 2,048 Revolving credit facility (6) n/a — 150 ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value. (2) Redeemable noncontrolling interests in Ashford Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest. (3) Represents ownership interests in OpenKey, Inc. (“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. (4) Represents ownership interests in PRE Opco, LLC (“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 and commercial office industry. See note 11. (5) Total assets consist primarily of cash and cash equivalents, property and equipment, intangibles and other assets that can only be used to settle the subsidiaries’ obligations. (6) Liabilities consist primarily of accounts payable, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. See note 6. |
Investments in Unconsolidated Entities | The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands): March 31, 2023 December 31, 2022 Carrying value of the investment in REA Holdings $ 2,607 $ 3,067 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, 2023 2022 Equity in earnings (loss) in unconsolidated entities REA Holdings $ (459) $ 190 |
Restricted Cash | Restricted cash was comprised of the following (in thousands): March 31, 2023 December 31, 2022 REIT Advisory: Insurance claim reserves (1) $ 25,427 $ 23,471 Remington: Managed hotel properties’ reserves (2) 5,429 11,464 Insurance claim reserves (3) 4,277 2,123 Total Remington restricted cash 9,706 13,587 Total restricted cash $ 35,133 $ 37,058 ________ (1) Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in “claims liabilities and other” in our condensed consolidated balance sheets. (2) Cash received from hotel properties managed by Remington is used to pay certain centralized operating expenses as well as hotel employee bonuses. The liability related to the restricted cash balance for centralized billing is primarily included as a payable which is presented net within “due to/from Ashford Trust” and “due from Braemar” in our condensed consolidated balance sheets. The liability related to the restricted cash balance for hotel employee bonuses is included in “accounts payable and accrued expenses” in our consolidated balance sheets. (3) Cash reserves for health insurance claims are collected primarily from Remington’s managed properties as well as certain of Ashford Inc.’s other subsidiaries to cover employee health insurance claims. The liability related to this restricted cash balance is included in “claims liabilities and other” in our condensed consolidated balance sheets. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Income Activity | The following tables summarize our consolidated deferred income activity (in thousands): Deferred Income 2023 2022 Balance as of January 1 $ 7,800 $ 10,905 Increases to deferred income 5,284 3,846 Recognition of revenue (1) (3,615) (4,374) Balance as of March 31 $ 9,469 $ 10,377 ________ |
Disaggregation of Revenue | Our revenues were comprised of the following for the three months ended March 31, 2023 and 2022, respectively (in thousands): Three Months Ended March 31, 2023 2022 Advisory services fees: Base advisory fees $ 12,108 $ 11,674 Incentive advisory fees 67 — Other advisory revenue 128 128 Total advisory services fees revenue 12,303 11,802 Hotel management fees: Base fees 9,010 6,174 Incentive fees 982 1,004 Other management fees 2,195 — Total hotel management fees revenue 12,187 7,178 Design and construction fees revenue 6,929 4,524 Audio visual revenue 40,357 24,965 Other revenue: Watersports, ferry and excursion services (1) 7,628 6,045 Debt placement and related fees (2) 395 2,483 Cash management fees (3) 126 — Claims management services 1 15 Other services (4) 924 2,896 Total other revenue 9,074 11,439 Cost reimbursement revenue 104,272 74,051 Total revenues $ 185,122 $ 133,959 REVENUES BY SEGMENT (5) REIT advisory $ 20,881 $ 19,393 Remington 101,464 70,507 Premier 9,771 6,226 INSPIRE 40,409 25,022 RED 7,651 6,045 OpenKey 389 382 Corporate and other 4,557 6,384 Total revenues $ 185,122 $ 133,959 ________ (1) Watersports, ferry and excursion services revenue is earned by RED, which includes the entity that conducts RED’s legacy U.S. Virgin Islands operations, the Turks and Caicos Islands and Maui operations and Sebago, a provider of watersports activities and excursion services based in Key West, Florida. (2) Debt placement and related fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar. (3) Cash management fees include revenue earned by providing active management and investment of Ashford Trust and Braemar’s excess cash in short-term U.S. Treasury securities. (4) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey and Pure Wellness, to Ashford Trust, Braemar and third parties. The three months ended March 31, 2022 included the revenue of Marietta Leasehold LP (“Marietta”), which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia, and was acquired by Ashford Trust on December 16, 2022. (5) We have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Pure Wellness and, for the three months ended March 31, 2022, Marietta into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting. The following table presents revenue from INSPIRE and RED geographically for the three months ended March 31, 2023 and 2022, respectively (in thousands): Three Months Ended March 31, 2023 2022 INSPIRE: United States $ 26,712 $ 19,070 Mexico 11,063 4,618 Dominican Republic 2,634 1,334 Total audio visual revenue $ 40,409 $ 25,022 RED: United States (including the U.S. Virgin Islands) $ 6,238 $ 5,265 United Kingdom (Turks and Caicos Islands) 1,413 780 Total watersports, ferry and excursion services $ 7,651 $ 6,045 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Value of the Purchase Price | The fair value of the purchase price and preliminary allocation of the purchase price are as follows (in thousands): Cash $ 7,700 Cash consideration payable 300 Contingent consideration 1,000 RED Units 2,000 Working capital adjustments 337 Total fair value of purchase price $ 11,337 |
Preliminary Allocation of the Purchase Price | Fair Value Estimated Useful Life Current assets including cash of $998 $ 1,288 Property and equipment, net 2,255 20 years Goodwill 686 Trademarks 1,600 Boat slip rights 6,250 20 years Total assets acquired 12,079 Current liabilities 742 Total assumed liabilities 742 Net assets acquired $ 11,337 |
Unaudited Pro Forma Results of Operations | The following table reflects the unaudited pro forma results of operations as if the Alii Nui acquisition had occurred on January 1, 2022, and the removal of $318,000 of transaction costs directly attributable to the acquisition (net of the incremental tax expense) for the three months ended March 31, 2023 (in thousands): Three Months Ended March 31, 2023 2022 Total revenues $ 186,962 $ 136,175 Net income (loss) 1,612 1,312 Net income (loss) attributable to common stockholders (7,289) (7,792) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amount of goodwill as of March 31, 2023 is as follows (in thousands): Remington RED Corporate and Other (1) Consolidated Balance at December 31, 2022 $ 56,658 $ 1,235 $ 782 $ 58,675 Changes in goodwill: Additions (2) — 686 — 686 Balance at March 31, 2023 $ 56,658 $ 1,921 $ 782 $ 59,361 ________ (1) Corporate and Other includes the goodwill from the Company’s acquisition of Pure Wellness. |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net as of March 31, 2023 and December 31, 2022, are as follows (in thousands): March 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts $ 114,731 $ (43,356) $ 71,375 $ 114,731 $ (40,519) $ 74,212 Premier management contracts 194,000 (56,263) 137,737 194,000 (53,415) 140,585 INSPIRE customer relationships 9,319 (5,807) 3,512 9,319 (5,527) 3,792 RED boat slip rights (1) 9,350 (574) 8,776 3,100 (535) 2,565 $ 327,400 $ (106,000) $ 221,400 $ 321,150 $ (99,996) $ 221,154 Gross Carrying Amount Gross Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 4,900 $ 4,900 RED trademarks (2) 2,090 490 $ 6,990 $ 5,390 ________ (1) Includes $6.3 million of boat slip rights acquired in RED’s acquisition of Alii Nui on March 17, 2023. See note 4. (2) Includes $1.6 million of trademarks acquired in RED’s acquisition of Alii Nui on March 17, 2023. See note 4. |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net as of March 31, 2023 and December 31, 2022, are as follows (in thousands): March 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts $ 114,731 $ (43,356) $ 71,375 $ 114,731 $ (40,519) $ 74,212 Premier management contracts 194,000 (56,263) 137,737 194,000 (53,415) 140,585 INSPIRE customer relationships 9,319 (5,807) 3,512 9,319 (5,527) 3,792 RED boat slip rights (1) 9,350 (574) 8,776 3,100 (535) 2,565 $ 327,400 $ (106,000) $ 221,400 $ 321,150 $ (99,996) $ 221,154 Gross Carrying Amount Gross Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 4,900 $ 4,900 RED trademarks (2) 2,090 490 $ 6,990 $ 5,390 ________ (1) Includes $6.3 million of boat slip rights acquired in RED’s acquisition of Alii Nui on March 17, 2023. See note 4. (2) Includes $1.6 million of trademarks acquired in RED’s acquisition of Alii Nui on March 17, 2023. See note 4. |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable, net consisted of the following (in thousands): Indebtedness Borrower Maturity Interest Rate March 31, 2023 December 31, 2022 Credit facility (6) (9) Ashford Inc. April 1, 2027 Base Rate (1) + 6.35% or Adjusted Term SOFR (3) + 7.35% $ 82,000 $ 70,000 Note payable (6) (11) Ashford Inc. February 29, 2028 4.00% 1,431 1,495 Note payable (18) OpenKey On demand 15.00% 99 — Term loan (5) (7) (10) INSPIRE March 24, 2028 BSBY Rate (2) + 2.75% 20,000 17,300 Revolving credit facility (5) (12) Pure Wellness On demand Prime Rate (4) + 1.00% 150 150 Revolving credit facility (5) (8) (13) RED December 5, 2023 Prime Rate (4) + 1.75% 3 — Term loan (5) (8) (14) RED July 18, 2029 6.00% 1,583 1,596 Term loan (5) (8) RED July 18, 2023 6.50% 267 337 Term loan (5) (8) (15) RED August 5, 2029 Prime Rate (4) + 2.00% 844 858 Term loan (5) (8) RED August 5, 2029 Prime Rate (4) + 2.00% 1,942 1,980 Term loan (6) (8) RED August 5, 2029 Prime Rate (4) + 1.75% 2,923 3,006 Term loan (5) (8) (19) RED March 17, 2033 Prime Rate (4) + 1.50% 1,664 — Term loan (5) (8) (19) RED March 17, 2033 Prime Rate (4) + 1.50% 2,386 — Draw term loan (5) (8) (16) RED March 17, 2032 5.00% 636 641 Draw term loan (5) (8) (16) RED March 17, 2032 5.00% 635 640 Draw term loan (5) (8) (17) RED Various (18) Prime Rate (4) + 1.00% 1,457 1,099 RED Units (5) (20) RED See footnote (20) 6.50% 2,000 — Total notes payable 120,020 99,102 Capitalized default interest, net — 148 Deferred loan costs, net (2,651) (2,643) Original issue discount, net (9) (1,647) (1,732) Notes payable including capitalized default interest and deferred loan costs, net 115,722 94,875 Less current portion (3,604) (5,195) Total notes payable, net - non-current $ 112,118 $ 89,680 __________________ (1) Base Rate, as defined in the amended credit facility agreement with Mustang Lodging Funding LLC, is the greater of (i) the Wall Street Journal prime rate, (ii) the federal funds rate plus 0.50%, (iii) Adjusted Term SOFR plus 1.00%, or (iv) 1.25%. (2) The Daily Adjusting Bloomberg Short-Term Bank Yield Index rate (the “BSBY Rate”) was 4.92% at March 31, 2023. (3) Adjusted Term SOFR is the one-month forward-looking SOFR rate plus 0.03%. Adjusted Term SOFR was 4.83% at March 31, 2023. (4) The Prime Rate was 8.00% and 7.50% at March 31, 2023 and December 31, 2022, respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) INSPIRE’s Term Loan is collateralized by substantially all of the assets of INSPIRE. (8) RED’s loans are collateralized primarily by RED’s marine vessels and associated leases with a carrying value of $14.8 million and $13.6 million as of March 31, 2023 and December 31, 2022, respectively. (9) On March 31, 2023, the Company amended its Credit Agreement (the “Credit Agreement”), previously entered into on April 1, 2022, with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The amendment replaced the one-month LIBOR rate with Adjusted Term SOFR. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. On April 18, 2022 and March 7, 2023, the Company drew an additional $20.0 million and $12.0 million on the Credit Facility, respectively. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either Adjusted Term SOFR plus an applicable margin, or the Base Rate plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Adjusted Term SOFR loans will be 7.35% per annum and the applicable margin for Base Rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0% during the first 24 months of the term, payable on the last business day of each month. The Credit Facility included an original issue discount of $2.0 million on the Closing Date. As of March 31, 2023, the amount unused under the Credit Facility was $18.0 million. (10) On March 24, 2023, INSPIRE amended its credit agreement by entering into the INSPIRE Amendment. The INSPIRE Amendment increased the maximum borrowing capacity under INSPIRE’s Revolving Note from $3.0 million to $6.0 million, provides for a $20.0 million Term Note and an Equipment Note pursuant to which, until September 24, 2027, INSPIRE may request advances up to $4.0 million in the aggregate to purchase new machinery or equipment to be used in the ordinary course of business. The INSPIRE Amendment extended the maturity date of INSPIRE’s Notes from January 1, 2024 to March 24, 2028. Monthly principal payments commence on April 1, 2023 for the Term Note in the amount of approximately $167,000. Borrowings under the Revolving Note require monthly payments of interest only until the maturity date and borrowings under the Equipment Note require monthly principal payments at 1/60th of the original principal amount of each advance. The Notes bear interest at the BSBY Rate plus a margin of 2.75% and the undrawn balance of the Revolving Note and the Equipment Note are subject to an unused fee of 0.25% per annum. As of March 31, 2023, no balances had been drawn on the Revolving Note or the Equipment Note. (11) On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. Pursuant to the agreement, the purchase price will be paid to the seller in equal monthly installments over a seven year term and will include interest in arrears at an annualized rate of 4.0%. The purchase price is payable in Ashford Inc. common stock, including a 10% premium, or cash at our sole discretion. (12) As of March 31, 2023, the amount unused under Pure Wellness’s revolving credit facility was $100,000. (13) As of March 31, 2023, the amount unused under RED’s revolving credit facility was $247,000. (14) On July 18, 2019, 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%. (15) On July 23, 2021, RED entered into a term loan agreement with a maximum principal amount of $900,000. (16) On March 17, 2022, in connection with the purchase and construction of marine vessels, RED entered into two closed-end non-revolving line of credit loans of $1.5 million each which convert to term loans once fully drawn. Each loan bears an interest rate of 5.0% for the first three years. After three years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 5.0%. As of March 31, 2023, the amount unused under RED’s non-revolving line of credit loans were $864,000 and $865,000, respectively. (17) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converts into an individual term loan each time RED draws upon the facility. As of March 31, 2023, RED had drawn the full amount allowed under the line of credit. Maturity dates for amounts drawn under the facility are November 30, 2027, December 28, 2027 and January 20, 2028. (18) On February 2, 2023, OpenKey entered into a loan funding agreement with Braemar with a maximum loan amount of $395,000 funded quarterly at $99,000 per quarter. As of March 31, 2023, the remaining unused loan balance was $296,000. (19) On March 17, 2023, in connection with the acquisition of Alii Nui, RED entered into two term loans of $1.7 million and $2.4 million. RED is required to make monthly payments on the term loans starting April 17, 2023. (20) On March 17, 2023, in connection with the Alii Nui acquisition, RED issued 80,000 RED Units at $25 per unit with a liquidation value of $2.0 million. The RED Units accrue interest at 6.5% per annum with required quarterly payments. The RED Units are considered a form of financing the acquisition of Alii Nui under current accounting guidance and is recorded as a non-current note payable in our condensed consolidated balance sheet. See note 4. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses were comprised of the following (in thousands): March 31, 2023 December 31, 2022 Accounts payable $ 23,817 $ 18,841 Accrued payroll expense 8,182 30,626 Accrued vacation expense 2,569 2,418 Accrued interest 269 381 Other accrued expenses 3,390 3,813 Total accounts payable and accrued expenses $ 38,227 $ 56,079 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Significant Unobservable Inputs Total March 31, 2023 Assets Restricted Investment: Ashford Trust common stock $ 33 (1) $ — $ — $ 33 Braemar common stock 178 (1) — — 178 Total $ 211 $ — $ — $ 211 Liabilities Contingent consideration $ (1,000) (2) $ — $ (3,100) (3) $ (4,100) Subsidiary compensation plan — (4) (1) — (4) Deferred compensation plan (2,630) — — (2,630) Total $ (3,630) $ (4) $ (3,100) $ (6,734) Net $ (3,419) $ (4) $ (3,100) $ (6,523) __________________ (1) The restricted investment includes 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. The compensation agreement liability is based on ratably accrued vested shares through March 31, 2023, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Alii Nui, $500,000 of which is reported within each of “claims liabilities and other” and “other liabilities” in our condensed consolidated balance sheets. (3) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within “other liabilities” in our condensed consolidated balance sheets. Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total December 31, 2022 Assets Restricted Investment: Ashford Trust common stock $ 57 (1) $ — $ — $ 57 Braemar common stock 246 (1) — — 246 Total $ 303 $ — $ — $ 303 Liabilities Contingent consideration $ — $ — $ (2,320) (2) $ (2,320) Subsidiary compensation plan $ — $ (74) (1) $ — $ (74) Deferred compensation plan (2,849) — — (2,849) Total $ (2,849) $ (74) $ (2,320) $ (5,243) Net $ (2,546) $ (74) $ (2,320) $ (4,940) __________________ (1) The restricted investment includes 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. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2022, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within “other liabilities” in our condensed consolidated balance sheets. The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2022 $ (2,320) Gains (losses) from fair value adjustments included in earnings (780) Balance at March 31, 2023 $ (3,100) __________________ (1) The Company measures contingent consideration liabilities related to the Chesapeake acquisition in April 2022 at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The fair value of the contingent consideration liability is based on the present value of the expected future payments to be made to the sellers of Chesapeake in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates Chesapeake’s future performance using a Monte Carlo simulation model. The key assumptions in applying the Monte Carlo simulation model are a) a discount rate, with a range of 35.79% to 36.70%; b) a forward - looking risk-free rate, with a range of 3.97% to 4.86%; and c) a volatility rate of 50.76%. |
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, 2023 2022 Assets Unrealized gain (loss) on investment: (1) Ashford Trust common stock $ 57 $ 110 Braemar common stock — 57 Realized gain (loss) on investment: (2) Ashford Trust common stock (73) (94) Braemar common stock (7) 23 Total $ (23) $ 96 Liabilities Contingent consideration (3) $ (780) $ — Subsidiary compensation plan (4) 14 (47) Deferred compensation plans (4) 220 (111) Total $ (546) $ (158) Net $ (569) $ (62) __________________ (1) Represents the unrealized gain (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. Reported as a component of “other income (expense)” in our condensed consolidated statements of operations. (2) Represents the realized gain (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. (3) Represents the changes in fair value of our contingent consideration liabilities. The change in the fair value in the three months ended March 31, 2023 related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake in April 2022. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations. (4) 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, 2023 Equity securities (1) $ 672 $ — $ (461) $ 211 __________________ (1) Distributions of $195,000 of available - for - sale securities occurred in the three months ended March 31, 2023. Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: December 31, 2022 Equity securities (1) $ 821 $ — $ (518) $ 303 __________________ (1) Distributions of $365,000 of available - for - sale securities occurred in the year ended December 31, 2022. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 211 $ 211 $ 303 $ 303 Financial liabilities measured at fair value: Deferred compensation plan $ 2,630 $ 2,630 $ 2,849 $ 2,849 Contingent consideration 4,100 4,100 2,320 2,320 Financial assets not measured at fair value: Cash and cash equivalents $ 37,004 $ 37,004 $ 44,390 $ 44,390 Restricted cash 35,133 35,133 37,058 37,058 Accounts receivable, net 26,298 26,298 17,615 17,615 Notes receivable 2,428 2,428 2,041 2,041 Due from affiliates 477 477 463 463 Due from Ashford Trust 7,390 7,390 — — Due from Braemar 2,591 2,591 11,828 11,828 Investments in unconsolidated entities 3,757 3,757 4,217 4,217 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 38,227 $ 38,227 $ 56,079 $ 56,079 Dividends payable 27,620 27,620 27,285 27,285 Due to affiliates — — 15 15 Due to Ashford Trust — — 1,197 1,197 Claims liabilities and other 30,648 30,648 26,547 26,547 Notes payable 120,020 114,019 to 126,021 99,102 94,147 to 104,057 |
Equity (Deficit) (Tables)
Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of (Income) Loss Attributed To Noncontrolling Interests | The following table summarizes the (income) loss attributable to noncontrolling interests for each of our consolidated entities (in thousands): Three Months Ended March 31, 2023 2022 (Income) loss attributable to noncontrolling interests: OpenKey $ 226 $ 226 Pure Wellness 62 34 Total net (income) loss attributable to noncontrolling interests $ 288 $ 260 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table summarizes the net (income) loss attributable to our redeemable noncontrolling interests (in thousands): Three Months Ended March 31, 2023 2022 Net (income) loss attributable to redeemable noncontrolling interests: Ashford Holdings $ (155) $ 9 Total net (income) loss attributable to redeemable noncontrolling interests $ (155) $ 9 |
Dividends Declared | Convertible preferred stock cumulative dividends declared during the three months ended March 31, 2023 and 2022 for all issued and outstanding shares were as follows (in thousands, except per share amounts): Three Months Ended March 31, 2023 2022 Preferred dividends - declared $ 8,700 $ 8,700 Preferred dividends per share - declared $ 0.4550 $ 0.4550 Aggregate undeclared convertible preferred stock cumulative dividends (in thousands, except per share amounts): March 31, 2023 December 31, 2022 Aggregate preferred dividends - undeclared $ 18,748 $ 18,414 Aggregate preferred dividends - undeclared per share $ 0.9805 $ 0.9631 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 consolidated statements of operations. The components of equity-based compensation expense for the three months ended March 31, 2023 and 2022 are presented below by award type (in thousands): Three Months Ended March 31, 2023 2022 Equity-based compensation Class 2 LTIP units and stock option amortization (1) $ 32 $ 354 Employee LTIP units and equity grant expense (2) 439 341 Director and other non-employee equity grants expense (3) 18 54 Total equity-based compensation $ 489 $ 749 Other equity-based compensation REIT equity-based compensation (4) $ 3,635 $ 4,329 $ 4,124 $ 5,078 ________ (1) As of March 31, 2023, the Company had approximately $254,000 of total unrecognized compensation expense related to the Class 2 LTIP units that will be recognized over a weighted average period of 2.0 years. (2) As of March 31, 2023, the Company had approximately $3.8 million of total unrecognized compensation expense related to restricted shares and LTIP units that will be recognized over a weighted average period of 2.3 years. (3) Grants of stock, restricted stock and 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. (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. |
Deferred Compensation Plan (Tab
Deferred Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Schedule of Deferred Compensation Plan | The following table summarizes the DCP activity (in thousands): Three Months Ended March 31, 2023 2022 Change in fair value Unrealized gain (loss) $ 220 $ (111) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Three Months Ended March 31, 2023 2022 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 8,468 $ 8,735 Hotel management fees: Base management fees 6,357 5,002 Incentive management fees 566 783 Total hotel management fees revenue (1) 6,923 5,785 Design and construction fees revenue (2) 3,381 2,472 Other revenue: Watersports, ferry and excursion services (4) 16 43 Debt placement and related fees (5) 395 2,293 Cash management fees (6) 71 — Claims management services (7) 1 14 Other services (8) 397 348 Total other revenue 880 2,698 Cost reimbursement revenue 69,577 58,306 Total revenues $ 89,229 $ 77,996 REVENUES BY SEGMENT (9) REIT advisory $ 12,762 $ 13,006 Remington 70,000 58,129 Premier 5,221 3,606 INSPIRE 29 38 RED 28 43 OpenKey 30 34 Corporate and other (10) 1,159 3,140 Total revenues $ 89,229 $ 77,996 COST OF REVENUES Cost of revenues for audio visual (3) $ 2,655 $ 1,448 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenue from guests at REIT properties (3) $ 6,495 $ 3,350 ________ (1) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue 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). Remington receives an incentive management fee equal to the lessor 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. See note 3 for discussion of the hotel management fees revenue recognition policy. (2) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (3) INSPIRE primarily contracts directly with customers to whom they provide services. INSPIRE recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, for INSPIRE are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (4) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Ashford Trust rather than contracting with third-party customers. (5) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (6) Cash management fees include revenue earned by providing active management and investment of Ashford Trust’s excess cash in short-term U.S. Treasury securities. (7) Claims management services include revenue earned from providing insurance claim assessment and administration services. (8) 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. (9) See note 17 for discussion of segment reporting. (10) The Corporate and Other segment’s revenue includes cost reimbursement revenue from Ashford Trust’s capital contributions to Ashford Securities under the Third Amended and Restated Contribution Agreement between the Company, Ashford Trust and Braemar. Capital contributions are divided between the Company, Ashford Trust and Braemar based upon the actual amount of capital raised through Ashford Securities for each company which may result in increases or decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below. Three Months Ended March 31, 2023 2022 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 3,640 $ 2,939 Incentive advisory fees (1) 67 — Other advisory revenue (2) 128 128 Total advisory services fees revenue 3,835 3,067 Hotel management fees: Base management fees 577 700 Incentive management fees — 202 Total hotel management fees revenue (3) 577 902 Design and construction fees revenue (4) 2,520 1,320 Other revenue: Watersports, ferry and excursion services (6) 618 583 Debt placement and related fees (7) — 190 Cash management fees (8) 55 — Claims management services (9) — 1 Other services (10) 89 42 Total other revenue 762 816 Cost reimbursement revenue 14,519 11,045 Total revenues $ 22,213 $ 17,150 REVENUES BY SEGMENT (11) REIT advisory $ 8,118 $ 6,388 Remington 6,684 7,062 Premier 3,440 1,831 INSPIRE 24 19 RED 628 583 OpenKey 9 9 Corporate and other (12) 3,310 1,258 Total revenues $ 22,213 $ 17,150 COST OF REVENUES (5) Cost of revenues for audio visual $ 1,171 $ 701 Other 632 86 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 2,929 $ 1,671 Watersports, ferry and excursion services revenue from guests at REIT properties (5) 765 612 ________ (1) The incentive advisory fees for the three months ended March 31, 2023 includes the pro-rata portion of the second year installment of the 2022 incentive advisory fee which will be paid in January 2024. Incentive fee payments are subject to meeting the December 31st FCCR Condition each year, as defined in our advisory agreements. The annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021 measurement period. (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 fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue 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). Remington receives an incentive management fee equal to the lessor 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. See note 3 for discussion of the hotel management fees revenue recognition policy. (4) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (5) INSPIRE and RED primarily contract directly with third-party customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (6) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Braemar rather than contracting with third-party customers. (7) Debt placement and related fees are earned by Lismore for providing debt placement, modification and refinancing services. (8) Cash management fees include revenue earned by providing active management and investment of Braemar’s excess cash in short-term U.S. Treasury securities. (9) Claims management services include revenue earned from providing insurance claim assessment and administration services. (10) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey and Pure Wellness. (11) See note 17 for discussion of segment reporting. (12) The Corporate and Other segment’s revenue includes cost reimbursement revenue from Braemar’s capital contributions to Ashford Securities under the Third Amended and Restated Contribution Agreement between the Company, Ashford Trust and Braemar. Capital contributions are divided between the Company, Ashford Trust and Braemar based upon the actual amount of capital raised through Ashford Securities for each company which may result in increases or decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below. |
Asset Acquisition | The following table summarizes the assets and liabilities acquired by the Company on the asset acquisition date (in thousands): January 3, 2023 Restricted cash $ 849 Property and equipment, net 2,183 Operating lease right-of-use assets 15,017 Total assets acquired 18,049 Operating lease liabilities 17,200 Other liabilities 849 Total assumed liabilities 18,049 Net assets acquired $ — |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ 1,309 $ 948 Less: Dividends on preferred stock, declared and undeclared (1) (9,034) (9,373) Undistributed net income (loss) allocated to common stockholders (7,725) (8,425) Distributed and undistributed net income (loss) - basic $ (7,725) $ (8,425) Distributed and undistributed net income (loss) - diluted $ (7,725) $ (8,425) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,984 2,809 Weighted average common shares outstanding – diluted 2,984 2,809 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (2.59) $ (3.00) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (2.59) $ (3.00) ________ (1) Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note 12. |
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, 2023 2022 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ 155 $ (9) Net income (loss) attributable to subsidiary convertible interests 20 — Dividends on preferred stock, declared and undeclared 9,034 9,373 Total $ 9,209 $ 9,364 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 32 97 Effect of assumed conversion of Ashford Holdings units 93 8 Effect of conversion of subsidiary interests 155 104 Effect of assumed conversion of preferred stock 4,226 4,365 Total 4,506 4,574 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Certain information concerning our segments for the three months ended March 31, 2023 and 2022 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, 2023 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 12,303 $ — $ — $ — $ — $ — $ — $ 12,303 Hotel management fees — 12,187 — — — — — 12,187 Design and construction fees — — 6,929 — — — — 6,929 Audio visual — — — 40,357 — — — 40,357 Other 127 — — — 7,628 389 930 9,074 Cost reimbursement revenue (1) 8,451 89,277 2,842 52 23 — 3,627 104,272 Total revenues 20,881 101,464 9,771 40,409 7,651 389 4,557 185,122 EXPENSES Depreciation and amortization 516 2,871 2,888 463 181 3 78 7,000 Other operating expenses (2) 1,032 8,189 4,211 35,044 7,093 1,357 12,355 69,281 Reimbursed expenses (1) 8,377 89,277 2,842 52 23 — 3,627 104,198 Total operating expenses 9,925 100,337 9,941 35,559 7,297 1,360 16,060 180,479 OPERATING INCOME (LOSS) 10,956 1,127 (170) 4,850 354 (971) (11,503) 4,643 Equity in earnings (loss) of unconsolidated entities — — — — — — (459) (459) Interest expense — — — (295) (276) — (2,266) (2,837) Amortization of loan costs — — — (37) (10) — (194) (241) Interest income — 40 — — — — 237 277 Realized gain (loss) on investments — (80) — — — — — (80) Other income (expense) — 59 — 21 428 — (15) 493 INCOME (LOSS) BEFORE INCOME TAXES 10,956 1,146 (170) 4,539 496 (971) (14,200) 1,796 Income tax (expense) benefit (2,562) (296) 51 (2,616) (45) — 4,848 (620) NET INCOME (LOSS) $ 8,394 $ 850 $ (119) $ 1,923 $ 451 $ (971) $ (9,352) $ 1,176 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $3.1 million of hotel management fees 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 design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. Three Months Ended March 31, 2022 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 11,802 $ — $ — $ — $ — $ — $ — $ 11,802 Hotel management fees — 7,178 — — — — — 7,178 Design and construction fees — — 4,524 — — — — 4,524 Audio visual — — — 24,965 — — — 24,965 Other 15 181 — — 6,045 378 4,820 11,439 Cost reimbursement revenue (1) 7,576 63,148 1,702 57 — 4 1,564 74,051 Total revenues 19,393 70,507 6,226 25,022 6,045 382 6,384 133,959 EXPENSES Depreciation and amortization 853 2,696 2,962 468 112 4 530 7,625 Other operating expenses (2) 706 4,308 2,995 22,371 5,069 1,295 12,720 49,464 Reimbursed expenses (1) 7,433 63,148 1,702 57 — 4 1,564 73,908 Total operating expenses 8,992 70,152 7,659 22,896 5,181 1,303 14,814 130,997 OPERATING INCOME (LOSS) 10,401 355 (1,433) 2,126 864 (921) (8,430) 2,962 Equity in earnings (loss) of unconsolidated entities — — — — — — 190 190 Interest expense — — — (240) (159) — (880) (1,279) Amortization of loan costs — — — (35) (16) — (22) (73) Interest income — 70 — — — — 11 81 Realized gain (loss) on investments — (71) — — — — — (71) Other income (expense) — 167 — 14 (37) — 3 147 INCOME (LOSS) BEFORE INCOME TAXES 10,401 521 (1,433) 1,865 652 (921) (9,128) 1,957 Income tax (expense) benefit (2,451) (133) 341 (994) (341) — 2,300 (1,278) NET INCOME (LOSS) $ 7,950 $ 388 $ (1,092) $ 871 $ 311 $ (921) $ (6,828) $ 679 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $2.9 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. |
Organization and Description _2
Organization and Description of Business - Other Developments (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 17, 2023 | Mar. 31, 2023 | Mar. 24, 2023 | Mar. 23, 2023 | Feb. 01, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||||
Equity or debt offerings threshold | $ 400,000 | |||||
Total notes payable | $ 120,020 | $ 99,102 | ||||
Equipment Note | ||||||
Business Acquisition [Line Items] | ||||||
Face amount of debt | $ 4,000 | |||||
INSPIRE | Revolving Credit Facility | Line of Credit | ||||||
Business Acquisition [Line Items] | ||||||
Maximum borrowing capacity | $ 6,000 | $ 3,000 | ||||
Term Loan Due March 2028 | Notes Payable to Banks | ||||||
Business Acquisition [Line Items] | ||||||
Total notes payable | 20,000 | $ 17,300 | ||||
Alii Nui Maui | ||||||
Business Acquisition [Line Items] | ||||||
Total fair value of purchase price | $ 11,337 | |||||
Consideration transferred, excluding working capital adjustments | 11,000 | |||||
Payments to acquire business and cash held back | 8,000 | |||||
Contingent consideration | $ 1,000 | $ 500 | ||||
Equity interest issued (in shares) | 80 | |||||
Liquidation value (in dollars per share) | $ 25 | |||||
Equity interest issued, value | $ 2,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (for 10Q) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 17, 2023 | |
Noncontrolling Interest [Line Items] | ||||
Investments in unconsolidated entities | $ 3,757,000 | $ 4,217,000 | ||
Equity in earnings (loss) of unconsolidated entities | 0 | $ 0 | ||
Accounts receivable, net | 26,300,000 | 17,600,000 | ||
Other current liabilities | 25,400,000 | 23,500,000 | ||
Other liabilities | 4,834,000 | 3,237,000 | ||
Escrow transfer | 300,000 | |||
Remington | Affiliated Entity | ||||
Noncontrolling Interest [Line Items] | ||||
Notes receivable, related parties | 1,500,000 | $ 1,500,000 | ||
Agreement terms, percent | 10% | |||
BP Annex Dev LLC | Affiliated Entity | ||||
Noncontrolling Interest [Line Items] | ||||
Notes receivable, related parties | 913,000 | $ 535,000 | ||
Note payable, additional borrowings | 108,000 | |||
Maximum note commitment | $ 1,000,000 | |||
Agreement terms, percent | 8% | |||
Unconsolidated Entities | ||||
Noncontrolling Interest [Line Items] | ||||
Impairment | $ 0 | $ 0 | ||
REA Holdings | ||||
Noncontrolling Interest [Line Items] | ||||
Option to acquire additional ownership interest (as a percent) | 50% | |||
Ownership interests, value | $ 12,500,000 | |||
Furniture, Fixtures and Equipment | ||||
Noncontrolling Interest [Line Items] | ||||
Property and equipment, net | 3,900,000 | 5,900,000 | ||
Audio visual | ||||
Noncontrolling Interest [Line Items] | ||||
Property and equipment, net | 10,300,000 | 8,800,000 | ||
Marine vessels | ||||
Noncontrolling Interest [Line Items] | ||||
Property and equipment, net | 16,700,000 | 14,200,000 | ||
Remington | ||||
Noncontrolling Interest [Line Items] | ||||
Other current liabilities | 4,000,000 | 2,200,000 | ||
Chesapeake | ||||
Noncontrolling Interest [Line Items] | ||||
Contingent consideration liability, noncurrent | 3,100,000 | 2,300,000 | ||
Unrecognized tax benefits | 934,000 | 917,000 | ||
Alii Nui Maui | ||||
Noncontrolling Interest [Line Items] | ||||
Contingent consideration | 500,000 | $ 1,000,000 | ||
Alii Nui Maui | Contingent consideration to be paid upon meeting certain criteria | ||||
Noncontrolling Interest [Line Items] | ||||
Contingent consideration | $ 500,000 | |||
Unconsolidated variable interest entity | ||||
Noncontrolling Interest [Line Items] | ||||
Investments in unconsolidated entities | $ 500,000 | $ 500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||
Carrying value of redeemable noncontrolling interests | $ 1,669 | $ 1,614 | |
Redemption value adjustment | (5) | $ (13) | |
Carrying value of noncontrolling interests | (121) | 167 | |
Total notes payable | 120,020 | 99,102 | |
Revolving credit facility | $ 112,118 | $ 89,680 | |
Ashford Holdings | |||
Noncontrolling Interest [Line Items] | |||
Ashford Inc. ownership interest | 99.48% | 99.87% | |
Redeemable noncontrolling interests | 0.52% | 0.13% | |
Noncontrolling interests in consolidated entities | 0% | 0% | |
Noncontrolling ownership | 100% | 100% | |
Carrying value of redeemable noncontrolling interests | $ 1,614 | ||
Redemption value adjustment | $ 5 | 32 | |
Redemption value adjustment, cumulative | $ 618 | $ 613 | |
OpenKey | |||
Noncontrolling Interest [Line Items] | |||
Ashford Inc. ownership interest | 76.78% | 76.79% | |
Redeemable noncontrolling interests | 0% | 0% | |
Noncontrolling interests in consolidated entities | 23.22% | 23.21% | |
Noncontrolling ownership | 100% | 100% | |
Carrying value of noncontrolling interests | $ 46 | $ 273 | |
Assets, available only to settle subsidiary's obligations | 1,975 | 2,114 | |
Liabilities | 849 | 1,078 | |
OpenKey | Revolving credit facility | |||
Noncontrolling Interest [Line Items] | |||
Revolving credit facility | $ 0 | $ 0 | |
Pure Wellness | |||
Noncontrolling Interest [Line Items] | |||
Ashford Inc. ownership interest | 70% | 70% | |
Redeemable noncontrolling interests | 0% | 0% | |
Noncontrolling interests in consolidated entities | 30% | 30% | |
Noncontrolling ownership | 100% | 100% | |
Carrying value of noncontrolling interests | $ (167) | $ (106) | |
Assets, available only to settle subsidiary's obligations | 1,342 | 1,580 | |
Liabilities | 2,039 | 2,048 | |
Pure Wellness | Notes Payable to Banks | |||
Noncontrolling Interest [Line Items] | |||
Total notes payable | 0 | ||
Pure Wellness | Revolving credit facility | |||
Noncontrolling Interest [Line Items] | |||
Revolving credit facility | $ 150 | $ 150 |
Significant Accounting Polici_6
Significant Accounting Policies - Ownership Interest in REA Holdings (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||
Investments in unconsolidated entities, Carrying value | $ 3,757 | $ 4,217 | |
Equity in earnings (loss) of unconsolidated entities | (459) | $ 190 | |
Real Estate Advisory Holdings LLC | |||
Noncontrolling Interest [Line Items] | |||
Equity in earnings (loss) of unconsolidated entities | (459) | $ 190 | |
REA Holdings | |||
Noncontrolling Interest [Line Items] | |||
Investments in unconsolidated entities, Carrying value | $ 2,607 | $ 3,067 | |
Ownership interest in REA Holdings | 30% | 30% |
Significant Accounting Polici_7
Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 35,133 | $ 37,058 | $ 33,724 | $ 34,878 |
Remington | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 9,706 | 13,587 | ||
Insurance claim reserves | REIT advisory | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 25,427 | 23,471 | ||
Managed hotel properties' reserves | Remington | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 5,429 | 11,464 | ||
Insurance claim reserves | Remington | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 4,277 | $ 2,123 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2017 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Period of unsatisfied performance obligations (in years) | 1 year | ||
Accounts receivable, net | $ 26.3 | $ 17.6 | |
Remington | |||
Disaggregation of Revenue [Line Items] | |||
Base management fees, percentage of hotel revenues | 3% | ||
Incentive management fee, percentage of hotel revenues | 1% | ||
Ashford Trust | |||
Disaggregation of Revenue [Line Items] | |||
Due from related parties | $ 7.4 | 0 | |
Monthly base fee (as a percent) | 0.0583 | ||
Braemar | |||
Disaggregation of Revenue [Line Items] | |||
Investment in unconsolidated entities | $ 5 | ||
Initial contract period (in years) | 10 years | ||
Due from related parties | $ 2.6 | $ 11.8 | |
Monthly base fee (as a percent) | 0.0583 | ||
Braemar | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Quarterly base fee (as a percent) | 0.05833% |
Revenues - Deferred Income Acti
Revenues - Deferred Income Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Deferred Revenue and Contract Balances | ||
Beginning balance | $ 7,800 | $ 10,905 |
Increases to deferred income | 5,284 | 3,846 |
Recognition of revenue | (3,615) | (4,374) |
Ending balance | 9,469 | 10,377 |
Revenue recognized | 3,615 | 4,374 |
Advisory services fees | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | (368) | (437) |
Revenue recognized | 368 | 437 |
Audio visual | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | (1,100) | (218) |
Revenue recognized | 1,100 | 218 |
Other services | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | (2,200) | (1,400) |
Revenue recognized | $ 2,200 | 1,400 |
Other revenue | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | (2,300) | |
Revenue recognized | $ 2,300 |
Revenues - Disaggregated Revenu
Revenues - Disaggregated Revenue (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 Reportable_segment | Mar. 31, 2023 segment | Mar. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 185,122 | $ 133,959 | ||
Number of reportable segments | 6 | 6 | ||
REIT advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,881 | 19,393 | ||
Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 101,464 | 70,507 | ||
Premier | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,771 | 6,226 | ||
INSPIRE | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 40,409 | 25,022 | ||
RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 7,651 | 6,045 | ||
OpenKey | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 389 | 382 | ||
Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,557 | 6,384 | ||
Number of reportable segments | segment | 7 | |||
Total advisory services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,303 | 11,802 | ||
Total advisory services revenue | REIT advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,303 | 11,802 | ||
Total advisory services revenue | Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Total advisory services revenue | Premier | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Total advisory services revenue | INSPIRE | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Total advisory services revenue | RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Total advisory services revenue | OpenKey | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Total advisory services revenue | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Base advisory fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,108 | 11,674 | ||
Incentive advisory fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 67 | 0 | ||
Other advisory revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 128 | 128 | ||
Hotel management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,187 | 7,178 | ||
Hotel management fees | REIT advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,187 | 7,178 | ||
Hotel management fees | Premier | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | INSPIRE | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | OpenKey | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Base fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,010 | 6,174 | ||
Incentive fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 982 | 1,004 | ||
Other management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,195 | 0 | ||
Design and construction fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,929 | 4,524 | ||
Design and construction fees | REIT advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | Premier | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,929 | 4,524 | ||
Design and construction fees | INSPIRE | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | OpenKey | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Audio visual | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 40,357 | 24,965 | ||
Audio visual | REIT advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Audio visual | Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Audio visual | Premier | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Audio visual | INSPIRE | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 40,357 | 24,965 | ||
Audio visual | RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Audio visual | OpenKey | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Audio visual | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Total other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,074 | 11,439 | ||
Watersports, ferry and excursion services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 7,628 | 6,045 | ||
Watersports, ferry and excursion services | RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 7,651 | 6,045 | ||
Debt placement and related fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 395 | 2,483 | ||
Cash management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 126 | 0 | ||
Claims management services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1 | 15 | ||
Other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 924 | 2,896 | ||
Cost reimbursement revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 104,272 | 74,051 | ||
Cost reimbursement revenue | REIT advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,451 | 7,576 | ||
Cost reimbursement revenue | Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 89,277 | 63,148 | ||
Cost reimbursement revenue | Premier | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,842 | 1,702 | ||
Cost reimbursement revenue | INSPIRE | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 52 | 57 | ||
Cost reimbursement revenue | RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 23 | 0 | ||
Cost reimbursement revenue | OpenKey | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 4 | ||
Cost reimbursement revenue | Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 3,627 | $ 1,564 |
Revenues - Revenue by Geographi
Revenues - Revenue by Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 185,122 | $ 133,959 |
Audio visual | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 40,357 | 24,965 |
Watersports, ferry and excursion services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,628 | 6,045 |
INSPIRE | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 40,409 | 25,022 |
INSPIRE | Audio visual | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 40,357 | 24,965 |
INSPIRE | United States | Audio visual | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 26,712 | 19,070 |
INSPIRE | Mexico | Audio visual | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 11,063 | 4,618 |
INSPIRE | Dominican Republic | Audio visual | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,634 | 1,334 |
RED | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,651 | 6,045 |
RED | Audio visual | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
RED | Watersports, ferry and excursion services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,651 | 6,045 |
RED | United States | Watersports, ferry and excursion services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,238 | 5,265 |
RED | United Kingdom (Turks and Caicos Islands) | Watersports, ferry and excursion services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,413 | $ 780 |
Business Combination - Narrativ
Business Combination - Narrative (10Q) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 17, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Notes payable, net | $ 112,118 | $ 89,680 | |
Alii Nui Maui | |||
Business Acquisition [Line Items] | |||
Consideration transferred, excluding working capital adjustments | $ 11,000 | ||
Payments to acquire business and cash held back | 8,000 | ||
Contingent consideration | 1,000 | 500 | |
Cash held back | 300 | ||
Cash consideration | $ 7,700 | ||
Equity interest issued (in shares) | 80 | ||
Liquidation value (in dollars per share) | $ 25 | ||
Equity interest issued, value | $ 2,000 | ||
Notes payable, net | $ 2,000 | ||
Interest rate | 6.50% | ||
Acquisition revenues | 424 | ||
Net income (loss) from acquisition | 80 | ||
Non-recurring transaction costs | $ 318 | ||
Alii Nui Maui | Contingent consideration to be paid upon meeting certain criteria | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 500 | ||
Alii Nui Maui | Contingent consideration to be paid on the holdback date | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 500 |
Business Combination - Purchase
Business Combination - Purchase Price and Final Allocation (Details) - Alii Nui Maui - USD ($) $ in Thousands | Mar. 17, 2023 | Mar. 31, 2023 |
Business Acquisition [Line Items] | ||
Cash | $ 7,700 | |
Cash held back | 300 | |
Contingent consideration | 1,000 | $ 500 |
Series Units | 2,000 | |
Adjustment of working capital paid to the sellers | 337 | |
Total fair value of purchase price | $ 11,337 |
Business Combination - Acquisit
Business Combination - Acquisition Schedules (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 17, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 59,361 | $ 58,675 | ||
Pro Forma Financial Results | ||||
Total revenues | 186,962 | $ 136,175 | ||
Net income (loss) | 1,612 | 1,312 | ||
Net income (loss) attributable to common stockholders | $ (7,289) | $ (7,792) | ||
Alii Nui Maui | ||||
Business Acquisition [Line Items] | ||||
Current assets including cash of $998 | $ 1,288 | |||
Property and equipment, net | 2,255 | |||
Goodwill | $ 686 | |||
Estimated Useful Life | 20 years | |||
Boat slip rights | $ 6,250 | |||
Total assets acquired | 12,079 | |||
Current liabilities | 742 | |||
Total assumed liabilities | 742 | |||
Net assets acquired | 11,337 | |||
Cash and equivalents | 998 | |||
Pro Forma Financial Results | ||||
Trademarks | $ 1,600 | |||
Alii Nui Maui | Boat slip rights | ||||
Business Acquisition [Line Items] | ||||
Estimated Useful Life | 20 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 58,675 |
Additions | 686 |
Ending balance | 59,361 |
Remington | |
Goodwill [Roll Forward] | |
Beginning balance | 56,658 |
Additions | 0 |
Ending balance | 56,658 |
RED | |
Goodwill [Roll Forward] | |
Beginning balance | 1,235 |
Additions | 686 |
Ending balance | 1,921 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Beginning balance | 782 |
Additions | 0 |
Ending balance | $ 782 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 6 | $ 5.9 |
Customer Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 7 years | |
Customer Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 15 years | |
Remington | Management Contracts | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 8 years | |
Remington | Management Contracts | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 22 years | |
Premier | Management Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 30 years | |
RED | Boat slip rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 20 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 17, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 327,400 | $ 321,150 | |
Accumulated Amortization | (106,000) | (99,996) | |
Net Carrying Amount | 221,400 | 221,154 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | 6,990 | 5,390 | |
Remington | Trademarks | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | 4,900 | 4,900 | |
RED | Trademarks | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | 2,090 | 490 | |
Management Contracts | Remington | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 114,731 | 114,731 | |
Accumulated Amortization | (43,356) | (40,519) | |
Net Carrying Amount | 71,375 | 74,212 | |
Management Contracts | Premier | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 194,000 | 194,000 | |
Accumulated Amortization | (56,263) | (53,415) | |
Net Carrying Amount | 137,737 | 140,585 | |
Customer Relationships | INSPIRE | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,319 | 9,319 | |
Accumulated Amortization | (5,807) | (5,527) | |
Net Carrying Amount | 3,512 | 3,792 | |
Boat slip rights | RED | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,350 | 3,100 | |
Accumulated Amortization | (574) | (535) | |
Net Carrying Amount | 8,776 | $ 2,565 | |
Alii Nui Maui | |||
Finite-Lived Intangible Assets [Line Items] | |||
Boat slip rights | $ 6,250 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Trademarks | $ 1,600 | ||
Alii Nui Maui | RED | Trademarks | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Trademarks | 1,600 | ||
Alii Nui Maui | Boat slip rights | RED | |||
Finite-Lived Intangible Assets [Line Items] | |||
Boat slip rights | $ 6,300 |
Notes Payable, net - Schedule o
Notes Payable, net - Schedule of Debt (Details) $ / shares in Units, shares in Thousands | 3 Months Ended | ||||||||||||
Mar. 24, 2023 USD ($) | Mar. 17, 2023 USD ($) $ / shares shares | Mar. 07, 2023 USD ($) | Apr. 18, 2022 USD ($) | Apr. 01, 2022 USD ($) extension borrowing | Mar. 17, 2022 USD ($) debt_instrument | Mar. 09, 2021 USD ($) | Jul. 18, 2019 USD ($) | Mar. 31, 2023 USD ($) | Mar. 23, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 15, 2022 USD ($) | Jul. 23, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 120,020,000 | $ 99,102,000 | |||||||||||
Capitalized default interest, net | 0 | 148,000 | |||||||||||
Deferred loan costs, net | (2,651,000) | (2,643,000) | |||||||||||
Original issue discount, net | (1,647,000) | (1,732,000) | |||||||||||
Notes payable including capitalized default interest and deferred loan costs, net | 115,722,000 | 94,875,000 | |||||||||||
Less current portion | (3,604,000) | (5,195,000) | |||||||||||
Total notes payable, net - non-current | 112,118,000 | 89,680,000 | |||||||||||
Alii Nui Maui | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6.50% | ||||||||||||
Equity interest issued (in shares) | shares | 80 | ||||||||||||
Liquidation value (in dollars per share) | $ / shares | $ 25 | ||||||||||||
Equity interest issued, value | $ 2,000,000 | ||||||||||||
RED | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, collateral amount | $ 14,800,000 | $ 13,600,000 | |||||||||||
OpenKey | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Acquisition of non-controlling interest in consolidated subsidiaries | $ 1,900,000 | ||||||||||||
Payment term of acquired redeemable noncontrolling interests (in years) | 7 years | ||||||||||||
Annual interest rate of acquired redeemable noncontrolling interests | 4% | ||||||||||||
Percentage payable premium or cash | 10% | ||||||||||||
Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Reference rate | 8% | 7.50% | |||||||||||
Note Payable Due February 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4% | ||||||||||||
Notes Payable Related to OpenKey Funding Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 15% | ||||||||||||
Term Loan Due March 2028 | Bloomberg Short Term Yield Index Rate ("BSBY Rate") | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.75% | ||||||||||||
Facility due On Demand | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1% | ||||||||||||
Facility Due 2023 | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||
Term Loan Due July 2029 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6% | ||||||||||||
Term Loan Due July 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6.50% | ||||||||||||
Term Loan One Due August 2029 Plus 2.00% | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2% | ||||||||||||
Term Loan Two Due August 2029 Plus 2.00% | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2% | ||||||||||||
Term Loan Due August 2029 Plus 1.75% | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||
Term Loan Due March 17 2023 | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||
Term Loan Two Due March 2023 Plus 1.50% | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||
Draw Term Loan One Due March 2032 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 5% | ||||||||||||
Draw Term Loan Two Due March 2032 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 5% | ||||||||||||
Draw Term Loan Due 2027 and 2028 | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1% | ||||||||||||
RED Units | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6.50% | ||||||||||||
Total notes payable | $ 2,000,000 | $ 0 | |||||||||||
Line of Credit | Credit Facility Due April 2027 | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 82,000,000 | 70,000,000 | |||||||||||
Reference rate | 1.25% | ||||||||||||
Line of Credit | Credit Facility Due April 2027 | Base Rate | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 6.35% | ||||||||||||
Line of Credit | Credit Facility Due April 2027 | Adjusted Term Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Reference rate | 4.83% | ||||||||||||
Line of Credit | Credit Facility Due April 2027 | Adjusted Term Secured Overnight Financing Rate (SOFR) | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 7.35% | ||||||||||||
Reference rate | 1% | ||||||||||||
Line of Credit | Credit Facility Due April 2027 | Federal Funds Rate | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Reference rate | 0.50% | ||||||||||||
Line of Credit | Credit Facility Due April 2027 | One month forward-looking SOFR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 0.03% | ||||||||||||
Line of Credit | Draw Term Loan One Due March 2032 | RED | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Remaining borrowing capacity | $ 864,000 | ||||||||||||
Line of Credit | Draw Term Loan Two Due March 2032 | RED | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Remaining borrowing capacity | 865,000 | ||||||||||||
Line of Credit | Draw Term Loan Due 2027 and 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 1,500,000 | ||||||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Original issue discount, net | $ (2,000,000) | ||||||||||||
Maximum borrowing capacity | 100,000,000 | ||||||||||||
Proceeds from long-term lines of credit | $ 12,000,000 | $ 20,000,000 | 50,000,000 | ||||||||||
Remaining borrowing capacity | $ 50,000,000 | 18,000,000 | |||||||||||
Number of separate borrowings | borrowing | 5 | ||||||||||||
Additional borrowing period | 24 months | ||||||||||||
Debt term (in years) | 5 years | ||||||||||||
Number of extension options | extension | 3 | ||||||||||||
Term of extension options | 1 year | ||||||||||||
Unused capacity fee percentage | 1% | ||||||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Base Rate | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 6.35% | ||||||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Eurodollar | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 7.35% | ||||||||||||
Line of Credit | Extension Period One | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate increase | 0.50% | ||||||||||||
Line of Credit | Extension Period Two | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate increase | 0.75% | ||||||||||||
Line of Credit | Extension Period Three | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate increase | 1% | ||||||||||||
Line of Credit | Draw Term Loans Due March 2032 | RED | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 5% | ||||||||||||
Floor interest rate | 5% | ||||||||||||
Number of instruments entered into | debt_instrument | 2 | ||||||||||||
Face amount of debt | $ 1,500,000 | ||||||||||||
Stated percentage rate period | 3 years | ||||||||||||
Line of Credit | Draw Term Loans Due March 2032 | Prime Rate | RED | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||
Line of Credit | INSPIRE | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 6,000,000 | $ 3,000,000 | |||||||||||
Notes Payable to Banks | Note Payable Due February 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 1,431,000 | 1,495,000 | |||||||||||
Notes Payable to Banks | Notes Payable Related to OpenKey Funding Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 99,000 | 0 | |||||||||||
Face amount of debt | 395,000 | ||||||||||||
Quarterly payments | 99,000 | ||||||||||||
Unused borrowing capacity | 296,000 | ||||||||||||
Notes Payable to Banks | Term Loan Due March 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 20,000,000 | 17,300,000 | |||||||||||
Notes Payable to Banks | Term Loan Due March 2028 | INSPIRE | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal payment | $ 167,000 | ||||||||||||
Notes Payable to Banks | Term Loan Due March 2028 | Bloomberg Short Term Yield Index Rate ("BSBY Rate") | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Reference rate | 4.92% | ||||||||||||
Notes Payable to Banks | Term Loan Due March 2028 | Bloomberg Short Term Yield Index Rate ("BSBY Rate") | INSPIRE | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.75% | ||||||||||||
Notes Payable to Banks | Term Loan Due July 2029 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6% | ||||||||||||
Total notes payable | $ 1,583,000 | 1,596,000 | |||||||||||
Proceeds from long-term lines of credit | $ 1,700,000 | ||||||||||||
Interest rate term (in years) | 5 years | ||||||||||||
Notes Payable to Banks | Term Loan Due July 2029 | Prime Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||
Floor interest rate | 6% | ||||||||||||
Notes Payable to Banks | Term Loan Due July 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 267,000 | 337,000 | |||||||||||
Notes Payable to Banks | Term Loan One Due August 2029 Plus 2.00% | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 844,000 | 858,000 | |||||||||||
Face amount of debt | $ 900,000 | ||||||||||||
Notes Payable to Banks | Term Loan Two Due August 2029 Plus 2.00% | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 1,942,000 | 1,980,000 | |||||||||||
Notes Payable to Banks | Term Loan Due August 2029 Plus 1.75% | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 2,923,000 | 3,006,000 | |||||||||||
Notes Payable to Banks | Term Loan Due March 17 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 1,700,000 | 1,664,000 | 0 | ||||||||||
Notes Payable to Banks | Term Loan Two Due March 2023 Plus 1.50% | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 2,400,000 | 2,386,000 | 0 | ||||||||||
Notes Payable to Banks | Draw Term Loan One Due March 2032 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 636,000 | 641,000 | |||||||||||
Notes Payable to Banks | Draw Term Loan Two Due March 2032 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 635,000 | 640,000 | |||||||||||
Notes Payable to Banks | Draw Term Loan Due 2027 and 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 1,457,000 | 1,099,000 | |||||||||||
Revolving Credit Facility | Facility due On Demand | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 150,000 | 150,000 | |||||||||||
Remaining borrowing capacity | 100,000 | ||||||||||||
Revolving Credit Facility | Facility Due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | 3,000 | $ 0 | |||||||||||
Remaining borrowing capacity | $ 247,000 | ||||||||||||
Equipment Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of debt | $ 4,000,000 | ||||||||||||
Percentage of principal on periodic payments | 0.0167 | ||||||||||||
Equipment Note | INSPIRE | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unused capacity fee percentage | 0.25% |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 23,817 | $ 18,841 |
Accrued payroll expense | 8,182 | 30,626 |
Accrued vacation expense | 2,569 | 2,418 |
Accrued interest | 269 | 381 |
Other accrued expenses | 3,390 | 3,813 |
Total accounts payable and accrued expenses | $ 38,227 | $ 56,079 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 17, 2023 | Dec. 31, 2022 |
Alii Nui Maui | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 500 | $ 1,000 | |
Alii Nui Maui | Contingent consideration to be paid upon meeting certain criteria | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 500 | ||
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Investment | 211 | $ 303 | |
Contingent consideration | (4,100) | (2,320) | |
Subsidiary compensation plan | (4) | (74) | |
Deferred compensation plan | (2,630) | (2,849) | |
Total | (6,734) | (5,243) | |
Net | (6,523) | (4,940) | |
Fair Value, Measurements, Recurring | Ashford Trust | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Investment | 33 | 57 | |
Fair Value, Measurements, Recurring | Braemar | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Investment | 178 | 246 | |
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Investment | 211 | 303 | |
Contingent consideration | (1,000) | 0 | |
Subsidiary compensation plan | 0 | 0 | |
Deferred compensation plan | (2,630) | (2,849) | |
Total | (3,630) | (2,849) | |
Net | (3,419) | (2,546) | |
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 | 33 | 57 | |
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 | 178 | 246 | |
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 | |
Subsidiary compensation plan | (4) | (74) | |
Deferred compensation plan | 0 | 0 | |
Total | (4) | (74) | |
Net | (4) | (74) | |
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 | (3,100) | (2,320) | |
Subsidiary compensation plan | 0 | 0 | |
Deferred compensation plan | 0 | 0 | |
Total | (3,100) | (2,320) | |
Net | (3,100) | (2,320) | |
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 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward of Contingent Consideration Liability (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Unrealized gain (loss) | $ (546) | $ (158) |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Measurement Input, Price Volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Business combination, contingent consideration, liability, measurement input | 0.5076 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Minimum | Measurement Input, Discount Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Business combination, contingent consideration, liability, measurement input | 0.3579 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Minimum | Measurement Input, Risk Free Interest Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Business combination, contingent consideration, liability, measurement input | 0.0397 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Maximum | Measurement Input, Discount Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Business combination, contingent consideration, liability, measurement input | 0.3670 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Maximum | Measurement Input, Risk Free Interest Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Business combination, contingent consideration, liability, measurement input | 0.0486 | |
Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Unrealized gain (loss) | $ (780) | $ 0 |
Contingent consideration | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (3,100) | |
Ending balance | $ (2,320) |
Fair Value Measurements - Effec
Fair Value Measurements - Effect of Fair Value Measured Assets and Liabilities on the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ (23) | $ 96 |
Unrealized gain (loss) | (546) | (158) |
Net | (569) | (62) |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) | (780) | 0 |
Subsidiary compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) | 14 | (47) |
Deferred compensation plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) | 220 | (111) |
Restricted Investments | Ashford Trust | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on investment | 57 | 110 |
Realized gain (loss) on investment | (73) | (94) |
Restricted Investments | Braemar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on investment | 0 | 57 |
Realized gain (loss) on investment | $ (7) | $ 23 |
Fair Value Measurements - Restr
Fair Value Measurements - Restricted Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 211 | $ 303 |
Distributions of available-for-sale securities | 195 | 365 |
Restricted Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Historical Cost | 672 | 821 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (461) | (518) |
Fair Value | $ 211 | $ 303 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Financial assets measured at fair value: | ||||
Restricted investment, Carrying value | $ 211 | $ 303 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | 2,600 | 2,800 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 37,004 | 44,390 | $ 29,827 | $ 37,571 |
Restricted cash, Carrying value | 35,133 | 37,058 | $ 33,724 | $ 34,878 |
Accounts receivable, net, Carrying value | 26,300 | 17,600 | ||
Due from affiliates, Carrying value | 477 | 463 | ||
Investments in unconsolidated entities, Carrying value | 3,757 | 4,217 | ||
Financial liabilities not measured at fair value: | ||||
Dividends payable, Carrying value | 27,620 | 27,285 | ||
Due to affiliates | 0 | 15 | ||
Due to Ashford Trust | 0 | 1,197 | ||
Notes payable, Carrying value | $ 120,020 | 99,102 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Maximum maturity period of financial assets (in days) | 90 days | |||
Ashford Trust | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | $ 7,400 | 0 | ||
Financial liabilities not measured at fair value: | ||||
Due to ashford trust, Fair value | 0 | 1,197 | ||
Braemar | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 2,600 | 11,800 | ||
Carrying Value | ||||
Financial assets measured at fair value: | ||||
Restricted investment, Carrying value | 211 | 303 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | 2,630 | 2,849 | ||
Contingent consideration, Carrying Value | 4,100 | 2,320 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 37,004 | 44,390 | ||
Restricted cash, Carrying value | 35,133 | 37,058 | ||
Accounts receivable, net, Carrying value | 26,298 | 17,615 | ||
Notes receivable, Carrying value | 2,428 | 2,041 | ||
Due from affiliates, Carrying value | 477 | 463 | ||
Investments in unconsolidated entities, Carrying value | 3,757 | 4,217 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 38,227 | 56,079 | ||
Dividends payable, Carrying value | 27,620 | 27,285 | ||
Due to affiliates | 0 | 15 | ||
Claims liabilities and other, Carrying value | 30,648 | 26,547 | ||
Notes payable, Carrying value | 120,020 | 99,102 | ||
Carrying Value | Ashford Trust | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 7,390 | 0 | ||
Carrying Value | Braemar | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 2,591 | 11,828 | ||
Estimated Fair Value | ||||
Financial assets measured at fair value: | ||||
Restricted investment, Fair value | 211 | 303 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Fair value | 2,630 | 2,849 | ||
Contingent consideration, Fair value | 4,100 | 2,320 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Fair value | 37,004 | 44,390 | ||
Restricted cash, Fair value | 35,133 | 37,058 | ||
Accounts receivable, net, Fair value | 26,298 | 17,615 | ||
Notes receivable, Fair value | 2,428 | 2,041 | ||
Due from affiliates, Fair value | 477 | 463 | ||
Investments in unconsolidated entities, Fair value | 3,757 | 4,217 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Fair value | 38,227 | 56,079 | ||
Dividends payable, Fair value | 27,620 | 27,285 | ||
Due to affiliates, Fair value | 0 | 15 | ||
Claims liabilities and other, Fair value | 30,648 | 26,547 | ||
Estimated Fair Value | Minimum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | 114,019 | 94,147 | ||
Estimated Fair Value | Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | 126,021 | 104,057 | ||
Estimated Fair Value | Ashford Trust | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Fair value | 7,390 | 0 | ||
Estimated Fair Value | Braemar | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Fair value | $ 2,591 | $ 11,828 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | |||
Aug. 05, 2022 USD ($) | Jul. 15, 2022 USD ($) installment | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Former Chief Operating Officer | ||||
Long-term Purchase Commitment [Line Items] | ||||
Cash termination payment | $ 750,000 | |||
Severance payments liability | $ 6,400,000 | $ 4,300,000 | ||
Number of monthly installments | installment | 24 | |||
Severance costs, monthly installment amount | $ 267,000 | |||
Class Action Lawsuit, California Employment Laws | ||||
Long-term Purchase Commitment [Line Items] | ||||
Loss contingency accrual | 0 | |||
BP Annex Dev LLC | Affiliated Entity | ||||
Long-term Purchase Commitment [Line Items] | ||||
Notes receivable, related parties | 913,000 | $ 535,000 | ||
Note payable, additional borrowings | 108,000 | |||
Maximum note commitment | $ 1,000,000 | |||
Agreement terms, percent | 8% |
Equity (Deficit) - Noncontrolli
Equity (Deficit) - Noncontrolling Interest in Consolidated Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Total net (income) loss attributable to noncontrolling interests | $ 288 | $ 260 |
OpenKey | ||
Class of Stock [Line Items] | ||
Total net (income) loss attributable to noncontrolling interests | 226 | 226 |
Pure Wellness | ||
Class of Stock [Line Items] | ||
Total net (income) loss attributable to noncontrolling interests | $ 62 | $ 34 |
Mezzanine Equity - Redeemable N
Mezzanine Equity - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Net (income) loss attributable to redeemable noncontrolling interests | $ (155) | $ 9 |
Ashford Holdings | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Net (income) loss attributable to redeemable noncontrolling interests | $ (155) | $ 9 |
Mezzanine Equity - Narrative (D
Mezzanine Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Apr. 14, 2023 | Apr. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 155 | $ (9) | |||
Aggregate preferred dividends - undeclared | 18,748 | $ 18,414 | |||
Payments of ordinary dividends, preferred stock | 8,699 | 0 | |||
Dividends payable | 27,620 | 27,285 | |||
Ashford Holdings | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Net (income) loss attributable to redeemable noncontrolling interests | 155 | $ (9) | |||
Series CHP Units | Ashford Holdings | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 172 | ||||
Series D Convertible Preferred Stock | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Preferred stock, consent percentage | 55% | ||||
Dividends payable | $ 27,400 | $ 27,100 | |||
Series D Convertible Preferred Stock | Subsequent Event | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Payments of ordinary dividends, preferred stock | $ 8,700 | ||||
Preferred stock, dividend rate (in dollars per share) | $ 0.455 | ||||
Chesapeake | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Equity interest issued (in shares) | 378,000 | ||||
Equity interest issued (in dollars per share) | $ 25 | ||||
Convertible preferred units, dividend rate, percentage | 7.28% | ||||
Preferred units, convertible, conversion price (in dollars per share) | $ 117.50 | ||||
Convertible preferred units, dividend rate, percentage increase | 10% | ||||
Consent of holders of units necessary for taking specified action, percent | 50% | ||||
Remington | Series D Convertible Preferred Stock | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Liquidation value (in dollars per share) | $ 25 | ||||
Dividend rate | 7.28% | ||||
Share price (in dollars per share) | $ 117.50 | ||||
Increase in annual percentage | 10% | ||||
Premier | Series D Convertible Preferred Stock | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Redemption increments amount | $ 25,000 | ||||
Redemption price (in dollars per share) | $ 25.125 | ||||
Redemption, minimum business days before purchase closes (in days) | 5 days |
Mezzanine Equity - Preferred St
Mezzanine Equity - Preferred Stock Cumulative Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |||
Preferred dividends - declared | $ 8,700 | $ 8,700 | |
Preferred dividends per share - declared (in dollars per share) | $ 0.4550 | $ 0.4550 | |
Aggregate preferred dividends - undeclared | $ 18,748 | $ 18,414 | |
Preferred dividends per share - undeclared (in dollars per share) | $ 0.9805 | $ 0.9631 |
Equity-Based Compensation - Com
Equity-Based Compensation - Components of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | $ 4,124 | $ 5,078 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | 32 | 354 |
Employee Stock Option | Employee equity grant expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | 439 | 341 |
Stock Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | 489 | 749 |
Stock Compensation Plan | REIT equity-based compensation | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | 3,635 | 4,329 |
Stock Compensation Plan | Director and other non-employee equity grants expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | 18 | $ 54 |
Class 2 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense, stock options | $ 254 | |
Period for recognition (in years) | 2 years | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period for recognition (in years) | 2 years 3 months 18 days | |
Unrecognized compensation expense, other than options | $ 3,800 |
Deferred Compensation Plan - DC
Deferred Compensation Plan - DCP Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Unrealized gain (loss) | $ (546) | $ (158) | |
Deferred compensation plan liability | 2,600 | $ 2,800 | |
Deferred compensation plan | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Unrealized gain (loss) | $ 220 | $ (111) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Mar. 30, 2023 | Mar. 02, 2023 | Jan. 27, 2022 | Dec. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 03, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Total revenues | $ 185,122 | $ 133,959 | ||||||
Allocation percentage | 10% | 50% | ||||||
Operating lease right-of-use assets | 21,807 | $ 23,844 | ||||||
Notes Payable Related to OpenKey Funding Agreement | Notes Payable to Banks | ||||||||
Related Party Transaction [Line Items] | ||||||||
Quarterly payments | 99 | |||||||
Face amount of debt | $ 395 | |||||||
Consolidation, Eliminations | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease liability | $ 17,200 | |||||||
RHC | Consolidation, Eliminations | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease right-of-use assets | $ 17,200 | |||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Prior contributions made | $ 2,500 | |||||||
Cash incentive compensation limit | $ 13,100 | |||||||
Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Allocation percentage | 45% | 50% | ||||||
Reimbursement of contribution | 8,700 | |||||||
Braemar | OpenKey | ||||||||
Related Party Transaction [Line Items] | ||||||||
Noncontrolling interests in consolidated entities | 7.92% | |||||||
Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Allocation percentage | 45% | 0% | ||||||
Ashford Trust | OpenKey | ||||||||
Related Party Transaction [Line Items] | ||||||||
Noncontrolling interests in consolidated entities | 15.06% | |||||||
Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | $ 89,229 | 77,996 | ||||||
Amount paid | 6,200 | |||||||
Amount received | 135 | |||||||
Property and equipment, net | 1,500 | 3,100 | 1,100 | |||||
Purchased FF&E | 450 | 1,000 | 406 | |||||
Loss on sale of FF&E | 1,000 | 706 | ||||||
Due to Ashford trust, carrying value | 450 | 1,000 | ||||||
Ashford Trust | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Prior contributions made | $ 6,200 | |||||||
Lismore Capital LLC and Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 2,300 | |||||||
Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 22,213 | 17,150 | ||||||
Amount received | 15,900 | |||||||
Ashford Trust and Braemar | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount committed | $ 18,000 | |||||||
BP Annex Dev LLC | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes receivable, related parties | 913 | $ 535 | ||||||
Note payable, additional borrowings | 108 | |||||||
Maximum note commitment | $ 1,000 | |||||||
Agreement terms, percent | 8% | |||||||
Remington | ||||||||
Related Party Transaction [Line Items] | ||||||||
Base management fees, percentage of hotel revenues | 3% | |||||||
Total revenues | $ 101,464 | 70,507 | ||||||
Hotel management fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 12,187 | 7,178 | ||||||
Hotel management fees | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 6,923 | 5,785 | ||||||
Hotel management fees | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 577 | 902 | ||||||
Hotel management fees | Remington | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly hotel management fee | 16 | |||||||
Total revenues | 12,187 | 7,178 | ||||||
Cost reimbursement revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 104,272 | 74,051 | ||||||
Cost reimbursement revenue | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 69,577 | 58,306 | ||||||
Amount received | 398 | 527 | ||||||
Cost reimbursement revenue | Ashford Trust | Dealer Manager Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount received | 227 | |||||||
Cost reimbursement revenue | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 14,519 | 11,045 | ||||||
Amount received | 3,200 | 1,000 | ||||||
Cost reimbursement revenue | Braemar | Dealer Manager Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount received | 2,000 | |||||||
Cost reimbursement revenue | Remington | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 89,277 | 63,148 | ||||||
Cost reimbursement revenue | Remington | Consolidation, Eliminations | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 3,100 | 2,900 | ||||||
Other revenue | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 9,074 | 11,439 | ||||||
Other revenue | Remington | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 0 | 181 | ||||||
Design and construction fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 6,929 | 4,524 | ||||||
Design and construction fees | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 3,381 | 2,472 | ||||||
Design and construction fees | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 2,520 | 1,320 | ||||||
Design and construction fees | Remington | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 0 | 0 | ||||||
Design and construction fees | Remington | Ashford Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | 70,000 | 58,129 | ||||||
Design and construction fees | Remington | Braemar | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenues | $ 6,684 | $ 7,062 |
Related Party Transactions - Su
Related Party Transactions - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Total revenues | $ 185,122 | $ 133,959 |
Advisory agreement, amount due upon approval | $ 5,000 | |
Advisory agreement, initial term (in years) | 10 years | |
REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | $ 20,881 | 19,393 |
Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | $ 101,464 | 70,507 |
Base management fees, percentage of hotel revenues | 3% | |
Incentive management fee, percentage of hotel revenues | 1% | |
Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | $ 9,771 | 6,226 |
INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 40,409 | 25,022 |
RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 7,651 | 6,045 |
OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 389 | 382 |
Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 4,557 | 6,384 |
Base fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 9,010 | 6,174 |
Incentive fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 982 | 1,004 |
Hotel management fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 12,187 | 7,178 |
Hotel management fees | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Hotel management fees | Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | 12,187 | 7,178 |
Hotel management fees | Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Hotel management fees | INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Hotel management fees | RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Hotel management fees | OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Hotel management fees | Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Design and construction fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 6,929 | 4,524 |
Design and construction fees | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Design and construction fees | Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Design and construction fees | Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | 6,929 | 4,524 |
Design and construction fees | INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Design and construction fees | RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Design and construction fees | OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Design and construction fees | Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 9,074 | 11,439 |
Other | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 127 | 15 |
Other | Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 181 |
Other | Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Other | INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Other | RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 7,628 | 6,045 |
Other | OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 389 | 378 |
Other | Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 930 | 4,820 |
Cost reimbursement revenue | ||
Related Party Transaction [Line Items] | ||
Total revenues | 104,272 | 74,051 |
Cost reimbursement revenue | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 8,451 | 7,576 |
Cost reimbursement revenue | Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | 89,277 | 63,148 |
Cost reimbursement revenue | Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | 2,842 | 1,702 |
Cost reimbursement revenue | INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 52 | 57 |
Cost reimbursement revenue | RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 23 | 0 |
Cost reimbursement revenue | OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 4 |
Cost reimbursement revenue | Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 3,627 | 1,564 |
Audio visual | ||
Related Party Transaction [Line Items] | ||
Total revenues | 40,357 | 24,965 |
Audio visual | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Audio visual | Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Audio visual | Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Audio visual | INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 40,357 | 24,965 |
Audio visual | RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Audio visual | OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Audio visual | Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 0 |
Ashford Trust | ||
Related Party Transaction [Line Items] | ||
Total revenues | 89,229 | 77,996 |
Cost of revenues | 2,655 | 1,448 |
Ashford Trust | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 12,762 | 13,006 |
Ashford Trust | OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 30 | 34 |
Ashford Trust | Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 1,159 | 3,140 |
Ashford Trust | Base fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 6,357 | 5,002 |
Ashford Trust | Incentive fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 566 | 783 |
Ashford Trust | Hotel management fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 6,923 | 5,785 |
Ashford Trust | Design and construction fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 3,381 | 2,472 |
Ashford Trust | Design and construction fees | Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | 70,000 | 58,129 |
Ashford Trust | Design and construction fees | Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | 5,221 | 3,606 |
Ashford Trust | Design and construction fees | INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 29 | 38 |
Ashford Trust | Design and construction fees | RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 28 | 43 |
Ashford Trust | Cost reimbursement revenue | ||
Related Party Transaction [Line Items] | ||
Total revenues | 69,577 | 58,306 |
Ashford Trust | Audio visual | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 6,495 | 3,350 |
Ashford Trust | Base advisory fees | Advisory services fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 8,468 | 8,735 |
Ashford Trust | Total other revenue | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 880 | 2,698 |
Ashford Trust | Watersports, ferry and excursion services | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 16 | 43 |
Ashford Trust | Debt placement and related fees | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 395 | 2,293 |
Ashford Trust | Cash management fees | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 71 | 0 |
Ashford Trust | Claims management services | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 1 | 14 |
Ashford Trust | Other services | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 397 | 348 |
Braemar | ||
Related Party Transaction [Line Items] | ||
Total revenues | 22,213 | 17,150 |
Braemar | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 8,118 | 6,388 |
Braemar | RED | ||
Related Party Transaction [Line Items] | ||
Total revenues | 628 | |
Braemar | OpenKey | ||
Related Party Transaction [Line Items] | ||
Total revenues | 9 | 9 |
Braemar | Corporate and Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 3,310 | 1,258 |
Braemar | Base fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 577 | 700 |
Braemar | Incentive fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 202 |
Braemar | Hotel management fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 577 | 902 |
Braemar | Design and construction fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 2,520 | 1,320 |
Braemar | Design and construction fees | Remington | ||
Related Party Transaction [Line Items] | ||
Total revenues | 6,684 | 7,062 |
Braemar | Design and construction fees | Premier | ||
Related Party Transaction [Line Items] | ||
Total revenues | 3,440 | 1,831 |
Braemar | Design and construction fees | INSPIRE | ||
Related Party Transaction [Line Items] | ||
Total revenues | 24 | 19 |
Braemar | Other | ||
Related Party Transaction [Line Items] | ||
Cost of revenues | 632 | 86 |
Braemar | Cost reimbursement revenue | ||
Related Party Transaction [Line Items] | ||
Total revenues | 14,519 | 11,045 |
Braemar | Audio visual | ||
Related Party Transaction [Line Items] | ||
Cost of revenues | 1,171 | 701 |
Braemar | Audio visual | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 2,929 | 1,671 |
Braemar | Total advisory services revenue | Advisory services fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 3,835 | 3,067 |
Braemar | Base advisory fees | Advisory services fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 3,640 | 2,939 |
Braemar | Incentive fees | Advisory services fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 67 | 0 |
Braemar | Other advisory revenue | Advisory services fees | ||
Related Party Transaction [Line Items] | ||
Total revenues | 128 | 128 |
Braemar | Total other revenue | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 762 | 816 |
Braemar | Watersports, ferry and excursion services | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 618 | 583 |
Braemar | Watersports, ferry and excursion services | Other | REIT advisory | ||
Related Party Transaction [Line Items] | ||
Total revenues | 765 | 612 |
Braemar | Debt placement and related fees | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 190 |
Braemar | Cash management fees | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 55 | 0 |
Braemar | Claims management services | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | 0 | 1 |
Braemar | Other services | Other | ||
Related Party Transaction [Line Items] | ||
Total revenues | $ 89 | $ 42 |
Related Party Transactions - _2
Related Party Transactions - Summary of Assets and Liabilities in Asset Acquisition (Details) - RHC $ in Thousands | Jan. 03, 2023 USD ($) |
Business Acquisition [Line Items] | |
Restricted cash | $ 849 |
Property and equipment, net | 2,183 |
Operating lease right-of-use assets | 15,017 |
Total assets acquired | 18,049 |
Operating lease liabilities, current | 17,200 |
Other liabilities | 849 |
Total assumed liabilities | 18,049 |
Net assets acquired | $ 0 |
Income (Loss) Per Share - Basic
Income (Loss) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net income (loss) attributable to common stockholders – basic and diluted: | ||
Net income (loss) attributable to the Company | $ 1,309 | $ 948 |
Less: Dividends on preferred stock, declared and undeclared | (9,034) | (9,373) |
Undistributed net income (loss) allocated to common stockholders | (7,725) | (8,425) |
Distributed and undistributed net income (loss) - basic | (7,725) | (8,425) |
Distributed and undistributed net income (loss) - diluted | $ (7,725) | $ (8,425) |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding – basic (in shares) | 2,984 | 2,809 |
Weighted average common shares outstanding – diluted (in shares) | 2,984 | 2,809 |
Income (loss) per share – basic: | ||
Net income (loss) allocated to common stockholders (in dollars per share) | $ (2.59) | $ (3) |
Income (loss) per share – diluted: | ||
Net income (loss) allocated to common stockholders (in dollars per share) | $ (2.59) | $ (3) |
Income (Loss) Per Share - Dilut
Income (Loss) Per Share - Diluted Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) allocated to common stockholders | $ 9,209 | $ 9,364 |
Dividends on preferred stock, declared and undeclared | $ 9,034 | $ 9,373 |
Weighted average diluted shares (in shares) | 4,506 | 4,574 |
Effect of assumed conversion of Ashford Holdings units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) allocated to common stockholders | $ 155 | $ (9) |
Weighted average diluted shares (in shares) | 93 | 8 |
Effect of unvested restricted shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average diluted shares (in shares) | 32 | 97 |
Effect of conversion of subsidiary interests | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) allocated to common stockholders | $ 20 | $ 0 |
Weighted average diluted shares (in shares) | 155 | 104 |
Effect of assumed conversion of preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average diluted shares (in shares) | 4,226 | 4,365 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 Reportable_segment | Mar. 31, 2023 segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 6 | 6 | ||
REVENUE | ||||
Total revenues | $ 185,122 | $ 133,959 | ||
EXPENSES | ||||
Depreciation and amortization | 7,000 | 7,625 | ||
Other operating expenses | 69,281 | 49,464 | ||
Reimbursed expenses | 104,198 | 73,908 | ||
Total expenses | 180,479 | 130,997 | ||
OPERATING INCOME (LOSS) | 4,643 | 2,962 | ||
Equity in earnings (loss) of unconsolidated entities | (459) | 190 | ||
Interest expense | (2,837) | (1,279) | ||
Amortization of loan costs | (241) | (73) | ||
Interest income | 277 | 81 | ||
Realized gain (loss) on investments | (80) | (71) | ||
Other income (expense) | 493 | 147 | ||
INCOME (LOSS) BEFORE INCOME TAXES | 1,796 | 1,957 | ||
Income tax (expense) benefit | (620) | (1,278) | ||
NET INCOME (LOSS) | 1,176 | 679 | ||
REIT Advisory | ||||
REVENUE | ||||
Total revenues | 20,881 | 19,393 | ||
EXPENSES | ||||
Depreciation and amortization | 516 | 853 | ||
Other operating expenses | 1,032 | 706 | ||
Reimbursed expenses | 8,377 | 7,433 | ||
Total expenses | 9,925 | 8,992 | ||
OPERATING INCOME (LOSS) | 10,956 | 10,401 | ||
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 | 0 | ||
Other income (expense) | 0 | 0 | ||
INCOME (LOSS) BEFORE INCOME TAXES | 10,956 | 10,401 | ||
Income tax (expense) benefit | (2,562) | (2,451) | ||
NET INCOME (LOSS) | 8,394 | 7,950 | ||
Remington | ||||
REVENUE | ||||
Total revenues | 101,464 | 70,507 | ||
EXPENSES | ||||
Depreciation and amortization | 2,871 | 2,696 | ||
Other operating expenses | 8,189 | 4,308 | ||
Reimbursed expenses | 89,277 | 63,148 | ||
Total expenses | 100,337 | 70,152 | ||
OPERATING INCOME (LOSS) | 1,127 | 355 | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | ||
Interest expense | 0 | 0 | ||
Amortization of loan costs | 0 | 0 | ||
Interest income | 40 | 70 | ||
Realized gain (loss) on investments | (80) | (71) | ||
Other income (expense) | 59 | 167 | ||
INCOME (LOSS) BEFORE INCOME TAXES | 1,146 | 521 | ||
Income tax (expense) benefit | (296) | (133) | ||
NET INCOME (LOSS) | 850 | 388 | ||
Premier | ||||
REVENUE | ||||
Total revenues | 9,771 | 6,226 | ||
EXPENSES | ||||
Depreciation and amortization | 2,888 | 2,962 | ||
Other operating expenses | 4,211 | 2,995 | ||
Reimbursed expenses | 2,842 | 1,702 | ||
Total expenses | 9,941 | 7,659 | ||
OPERATING INCOME (LOSS) | (170) | (1,433) | ||
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 | 0 | ||
Other income (expense) | 0 | 0 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (170) | (1,433) | ||
Income tax (expense) benefit | 51 | 341 | ||
NET INCOME (LOSS) | (119) | (1,092) | ||
INSPIRE | ||||
REVENUE | ||||
Total revenues | 40,409 | 25,022 | ||
EXPENSES | ||||
Depreciation and amortization | 463 | 468 | ||
Other operating expenses | 35,044 | 22,371 | ||
Reimbursed expenses | 52 | 57 | ||
Total expenses | 35,559 | 22,896 | ||
OPERATING INCOME (LOSS) | 4,850 | 2,126 | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | ||
Interest expense | (295) | (240) | ||
Amortization of loan costs | (37) | (35) | ||
Interest income | 0 | 0 | ||
Realized gain (loss) on investments | 0 | 0 | ||
Other income (expense) | 21 | 14 | ||
INCOME (LOSS) BEFORE INCOME TAXES | 4,539 | 1,865 | ||
Income tax (expense) benefit | (2,616) | (994) | ||
NET INCOME (LOSS) | 1,923 | 871 | ||
RED | ||||
REVENUE | ||||
Total revenues | 7,651 | 6,045 | ||
EXPENSES | ||||
Depreciation and amortization | 181 | 112 | ||
Other operating expenses | 7,093 | 5,069 | ||
Reimbursed expenses | 23 | 0 | ||
Total expenses | 7,297 | 5,181 | ||
OPERATING INCOME (LOSS) | 354 | 864 | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | ||
Interest expense | (276) | (159) | ||
Amortization of loan costs | (10) | (16) | ||
Interest income | 0 | 0 | ||
Realized gain (loss) on investments | 0 | 0 | ||
Other income (expense) | 428 | (37) | ||
INCOME (LOSS) BEFORE INCOME TAXES | 496 | 652 | ||
Income tax (expense) benefit | (45) | (341) | ||
NET INCOME (LOSS) | 451 | 311 | ||
OpenKey | ||||
REVENUE | ||||
Total revenues | 389 | 382 | ||
EXPENSES | ||||
Depreciation and amortization | 3 | 4 | ||
Other operating expenses | 1,357 | 1,295 | ||
Reimbursed expenses | 0 | 4 | ||
Total expenses | 1,360 | 1,303 | ||
OPERATING INCOME (LOSS) | (971) | (921) | ||
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 | 0 | ||
Other income (expense) | 0 | 0 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (971) | (921) | ||
Income tax (expense) benefit | 0 | 0 | ||
NET INCOME (LOSS) | (971) | (921) | ||
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 7 | |||
REVENUE | ||||
Total revenues | 4,557 | 6,384 | ||
EXPENSES | ||||
Depreciation and amortization | 78 | 530 | ||
Other operating expenses | 12,355 | 12,720 | ||
Reimbursed expenses | 3,627 | 1,564 | ||
Total expenses | 16,060 | 14,814 | ||
OPERATING INCOME (LOSS) | (11,503) | (8,430) | ||
Equity in earnings (loss) of unconsolidated entities | (459) | 190 | ||
Interest expense | (2,266) | (880) | ||
Amortization of loan costs | (194) | (22) | ||
Interest income | 237 | 11 | ||
Realized gain (loss) on investments | 0 | 0 | ||
Other income (expense) | (15) | 3 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (14,200) | (9,128) | ||
Income tax (expense) benefit | 4,848 | 2,300 | ||
NET INCOME (LOSS) | (9,352) | (6,828) | ||
Advisory services fees | ||||
REVENUE | ||||
Total revenues | 12,303 | 11,802 | ||
Advisory services fees | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 12,303 | 11,802 | ||
Advisory services fees | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Advisory services fees | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Advisory services fees | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Advisory services fees | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Advisory services fees | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Advisory services fees | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | ||||
REVENUE | ||||
Total revenues | 12,187 | 7,178 | ||
Hotel management fees | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | Remington | ||||
REVENUE | ||||
Total revenues | 12,187 | 7,178 | ||
Hotel management fees | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Hotel management fees | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | ||||
REVENUE | ||||
Total revenues | 6,929 | 4,524 | ||
Design and construction fees | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | Premier | ||||
REVENUE | ||||
Total revenues | 6,929 | 4,524 | ||
Design and construction fees | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Design and construction fees | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Audio visual | ||||
REVENUE | ||||
Total revenues | 40,357 | 24,965 | ||
Audio visual | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Audio visual | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Audio visual | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Audio visual | INSPIRE | ||||
REVENUE | ||||
Total revenues | 40,357 | 24,965 | ||
Audio visual | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Audio visual | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Audio visual | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Other | ||||
REVENUE | ||||
Total revenues | 9,074 | 11,439 | ||
Other | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 127 | 15 | ||
Other | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 181 | ||
Other | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Other | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | ||
Other | RED | ||||
REVENUE | ||||
Total revenues | 7,628 | 6,045 | ||
Other | OpenKey | ||||
REVENUE | ||||
Total revenues | 389 | 378 | ||
Other | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 930 | 4,820 | ||
Cost reimbursement revenue | ||||
REVENUE | ||||
Total revenues | 104,272 | 74,051 | ||
Cost reimbursement revenue | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 8,451 | 7,576 | ||
Cost reimbursement revenue | Remington | ||||
REVENUE | ||||
Total revenues | 89,277 | 63,148 | ||
Cost reimbursement revenue | Remington | Consolidation, Eliminations | ||||
REVENUE | ||||
Total revenues | 3,100 | 2,900 | ||
Cost reimbursement revenue | Premier | ||||
REVENUE | ||||
Total revenues | 2,842 | 1,702 | ||
Cost reimbursement revenue | INSPIRE | ||||
REVENUE | ||||
Total revenues | 52 | 57 | ||
Cost reimbursement revenue | RED | ||||
REVENUE | ||||
Total revenues | 23 | 0 | ||
Cost reimbursement revenue | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 4 | ||
Cost reimbursement revenue | Corporate and Other | ||||
REVENUE | ||||
Total revenues | $ 3,627 | $ 1,564 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Affiliated Entity - Subsequent Event - REA Holdings $ in Thousands | Apr. 03, 2023 USD ($) |
Subsequent Event [Line Items] | |
Notes receivable, related parties | $ 800 |
Debt term (in years) | 24 months |
Agreement terms, percent | 7.50% |