Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21,751,951 | ||
Entity Common Stock, Shares Outstanding | 3,431,075 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement pertaining to the 2024 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001604738 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
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 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, P.C. |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 52,054 | $ 44,390 |
Restricted cash | 23,216 | 37,058 |
Restricted investment | 128 | 303 |
Accounts receivable, net | 26,945 | 17,615 |
Inventories ($386 and $394, respectively, attributable to VIEs) | 2,481 | 2,143 |
Prepaid expenses and other assets ($530 and $747, respectively, attributable to VIEs) | 16,418 | 11,226 |
Total current assets | 140,930 | 125,026 |
Investments | 9,265 | 4,217 |
Property and equipment, net ($707 and $666, respectively, attributable to VIEs) | 56,852 | 41,791 |
Operating lease right-of-use assets | 21,193 | 23,844 |
Deferred tax assets, net | 4,358 | 0 |
Goodwill | 61,013 | 58,675 |
Intangible assets, net | 210,095 | 226,544 |
Other assets, net | 1,101 | 2,259 |
Total assets | 504,807 | 482,356 |
Current liabilities: | ||
Accounts payable and accrued expenses | 54,837 | 56,079 |
Dividends payable | 28,508 | 27,285 |
Deferred income ($210 and $444, respectively, attributable to VIEs) | 11,963 | 444 |
Notes payable, net ($387 and $150, respectively, attributable to VIEs) | 4,387 | 5,195 |
Finance lease liabilities | 437 | 1,456 |
Operating lease liabilities | 4,160 | 3,868 |
Claims liabilities and other | 31,112 | 25,630 |
Total current liabilities | 135,404 | 121,169 |
Deferred income ($1,192 and $1,495, respectively, attributable to VIEs) | 6,415 | 7,356 |
Deferred tax liability, net | 29,517 | 27,873 |
Deferred compensation plan | 891 | 2,849 |
Notes payable, net | 132,579 | 89,680 |
Finance lease liabilities | 2,832 | 1,962 |
Operating lease liabilities | 19,174 | 20,082 |
Other liabilities | 2,590 | 3,237 |
Total liabilities | 329,402 | 274,208 |
Commitments and contingencies (note 13) | ||
MEZZANINE EQUITY | ||
Redeemable noncontrolling interests | 1,972 | 1,614 |
EQUITY (DEFICIT) | ||
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,317,786 and 3,181,585 shares issued and 3,212,312 and 3,110,044 shares outstanding at December 31, 2023 and December 31, 2022, respectively | 3 | 3 |
Additional paid-in capital | 299,304 | 297,715 |
Accumulated deficit | (609,312) | (568,482) |
Accumulated other comprehensive income (loss) | (213) | 78 |
Treasury stock, at cost, 105,474 and 71,541 shares at December 31, 2023 and December 31, 2022, respectively | (1,354) | (947) |
Total equity (deficit) of the Company | (311,572) | (271,633) |
Noncontrolling interests in consolidated entities | 7,005 | 167 |
Total equity (deficit) | (304,567) | (271,466) |
Total liabilities, mezzanine equity and equity (deficit) | 504,807 | 482,356 |
Series D Convertible Preferred Stock | ||
Current liabilities: | ||
Dividends payable | 28,500 | 27,100 |
MEZZANINE EQUITY | ||
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022 | 478,000 | 478,000 |
Related Party | Braemar | ||
Current assets: | ||
Due from related parties | 714 | 11,828 |
Current liabilities: | ||
Deferred income ($210 and $444, respectively, attributable to VIEs) | 52 | |
Related Party | Other Affiliated Entities | ||
Current assets: | ||
Due from related parties | 41 | 463 |
Current liabilities: | ||
Due to affiliates and related party | 0 | 15 |
Related Party | Ashford Trust | ||
Current assets: | ||
Due from related parties | 18,933 | 0 |
Current liabilities: | ||
Due to affiliates and related party | 0 | 1,197 |
Deferred income ($210 and $444, respectively, attributable to VIEs) | 183 | |
Nonrelated Party | ||
Current liabilities: | ||
Accounts payable and accrued expenses | $ 54,837 | $ 56,079 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and cash equivalents | $ 52,054 | $ 44,390 |
Allowance for credit loss | 2,090 | 175 |
Accounts receivable, net | 26,945 | 17,615 |
Inventories | 2,481 | 2,143 |
Investments | 5,000 | 0 |
Prepaid expenses and other assets | 16,418 | 11,226 |
Property and equipment, net | 56,852 | 41,791 |
Accounts payable and accrued expenses | 54,837 | 56,079 |
Deferred income | 11,963 | 444 |
Notes payable, net | 4,387 | 5,195 |
Deferred income | $ 6,415 | $ 7,356 |
Preferred stock, shares issued (in shares) | 50,000,000 | 50,000,000 |
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) | 3,317,786 | 3,181,585 |
Common stock, shares outstanding (in shares) | 3,212,312 | 3,110,044 |
Treasury stock (in shares) | 105,474 | 71,541 |
Series D Convertible Preferred Stock | ||
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 |
Ashford Trust | Related Party | ||
Due from related parties | $ 18,933 | $ 0 |
Deferred income | 183 | |
Braemar | Related Party | ||
Due from related parties | 714 | 11,828 |
Deferred income | 52 | |
Variable Interest Entity, Primary Beneficiary | ||
Cash and cash equivalents | 7,574 | 5,523 |
Accounts receivable, net | 693 | 724 |
Inventories | 386 | 394 |
Investments | 5,000 | 0 |
Prepaid expenses and other assets | 530 | 747 |
Property and equipment, net | 707 | 666 |
Accounts payable and accrued expenses | 1,919 | 2,824 |
Deferred income | 210 | 444 |
Notes payable, net | 387 | 150 |
Deferred income | 1,192 | 1,495 |
Variable Interest Entity, Primary Beneficiary | Ashford Trust | Related Party | ||
Due from related parties | 326 | 663 |
Variable Interest Entity, Primary Beneficiary | Braemar | Related Party | ||
Due from related parties | $ 24 | $ 52 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE | |||
Total revenues | $ 746,795 | $ 644,432 | $ 384,567 |
EXPENSES | |||
Salaries and benefits | 92,144 | 76,521 | 65,251 |
Depreciation and amortization | 28,222 | 31,766 | 32,598 |
General and administrative | 46,276 | 34,004 | 26,288 |
Impairment | 0 | 0 | 1,160 |
Other | 25,281 | 25,828 | 18,199 |
Reimbursed expenses | 426,507 | 361,375 | 203,956 |
Total expenses | 738,850 | 622,839 | 389,800 |
OPERATING INCOME (LOSS) | 7,945 | 21,593 | (5,233) |
Equity in earnings (loss) of unconsolidated entities | (702) | 392 | (126) |
Interest expense | (14,208) | (9,996) | (5,144) |
Amortization of loan costs | (1,051) | (761) | (322) |
Interest income | 1,798 | 371 | 285 |
Realized gain (loss) on investments | (80) | (121) | (3) |
Other income (expense) | 747 | (25) | (437) |
INCOME (LOSS) BEFORE INCOME TAXES | (5,551) | 11,453 | (10,980) |
Income tax (expense) benefit | 544 | (8,530) | 162 |
NET INCOME (LOSS) | (5,007) | 2,923 | (10,818) |
Net (income) loss from consolidated entities attributable to noncontrolling interests | 880 | 1,171 | 678 |
Net (income) loss attributable to redeemable noncontrolling interests | (501) | (448) | 215 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (4,628) | 3,646 | (9,925) |
Preferred dividends, declared and undeclared | (36,193) | (36,458) | (35,000) |
Amortization of preferred stock discount | 0 | 0 | (1,053) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (40,821) | $ (32,812) | $ (45,978) |
Basic: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (13.26) | $ (11.26) | $ (16.68) |
Weighted average common shares outstanding (in shares) | 3,079 | 2,915 | 2,756 |
Diluted: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (13.69) | $ (11.26) | $ (16.68) |
Weighted average common shares outstanding (in shares) | 3,128 | 2,915 | 2,756 |
Advisory services fees | |||
REVENUE | |||
Total revenues | $ 47,948 | $ 48,381 | $ 47,566 |
Hotel management fees | |||
REVENUE | |||
Total revenues | 52,561 | 46,548 | 26,260 |
Design and construction fees | |||
REVENUE | |||
Total revenues | 27,740 | 22,167 | 9,557 |
EXPENSES | |||
Cost of revenues | 11,666 | 8,359 | 4,105 |
Audio visual | |||
REVENUE | |||
Total revenues | 148,617 | 121,261 | 49,880 |
EXPENSES | |||
Cost of revenues | 108,754 | 84,986 | 38,243 |
Other | |||
REVENUE | |||
Total revenues | 43,433 | 44,312 | 47,329 |
Cost reimbursement revenue | |||
REVENUE | |||
Total revenues | $ 426,496 | $ 361,763 | $ 203,975 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME (LOSS) | $ (5,007) | $ 2,923 | $ (10,818) |
OTHER COMPREHENSIVE INCOME (LOSS) | |||
Foreign currency translation adjustment | (291) | 645 | (19) |
Unrealized gain (loss) on restricted investment | 0 | 0 | (409) |
Less reclassification for realized (gain) loss on restricted investment included in net income | 0 | 0 | 378 |
COMPREHENSIVE INCOME (LOSS) | (5,298) | 3,568 | (10,868) |
Comprehensive (income) loss attributable to noncontrolling interests | 880 | 1,171 | 678 |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | (501) | (448) | 215 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (4,919) | $ 4,291 | $ (9,975) |
CONSOLIDATED STATEMENTS OF EQUI
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, 2020 | 2,868,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (199,598) | $ 3 | $ 293,597 | $ (491,483) | $ (1,156) | $ (438) | $ (121) | $ 1,834 | |
Beginning balance (in shares) at Dec. 31, 2020 | (32,000) | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 19,120,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 476,947 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation (in shares) | 169,000 | ||||||||
Equity-based compensation | 4,299 | 4,296 | 3 | ||||||
Purchase of treasury stock (in shares) | (14,000) | (14,000) | |||||||
Purchase of treasury stock | (121) | $ (121) | |||||||
Forfeiture of restricted common shares (in shares) | (3,000) | (3,000) | |||||||
Forfeiture of restricted common shares | 0 | 37 | $ (37) | ||||||
Amortization of preferred stock discount | (1,053) | (1,053) | $ 1,053 | ||||||
Dividends declared and undeclared - preferred stock | (35,000) | (35,000) | |||||||
Employee advances | 180 | 180 | |||||||
Contributions from noncontrolling interests | $ 734 | 734 | |||||||
Deferred compensation plan distribution (in shares) | 3,000 | 3,000 | |||||||
Deferred compensation plan distribution | $ 51 | 51 | |||||||
Acquisition of noncontrolling interest in consolidated entities | (506) | (3,392) | 2,560 | 326 | (1,648) | ||||
Reallocation of carrying value | 0 | (374) | 374 | ||||||
Redemption value adjustment | (98) | (98) | 98 | ||||||
Foreign currency translation adjustment | (19) | (19) | |||||||
Unrealized gain (loss) on available for sale securities | (409) | (409) | |||||||
Less reclassification for realized (gain) loss on restricted investment included in net income | 378 | 378 | |||||||
Net income (loss) | (9,925) | (9,925) | |||||||
Net income (loss) | (10,603) | (678) | (215) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 3,023,000 | ||||||||
Ending balance at Dec. 31, 2021 | (241,765) | $ 3 | 294,395 | (534,999) | (1,206) | $ (596) | 638 | 69 | |
Ending balance (in shares) at Dec. 31, 2021 | (49,000) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 19,120,000 | ||||||||
Ending balance at Dec. 31, 2021 | $ 478,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation (in shares) | 109,000 | ||||||||
Equity-based compensation | 3,753 | 3,753 | 164 | ||||||
Purchase of treasury stock (in shares) | (16,000) | (16,000) | |||||||
Purchase of treasury stock | (270) | $ (270) | |||||||
Forfeiture of restricted common shares (in shares) | (6,000) | (6,000) | |||||||
Forfeiture of restricted common shares | 0 | 81 | $ (81) | ||||||
Amortization of preferred stock discount | 0 | ||||||||
Acquisition of Chesapeake | 1,390 | ||||||||
Dividends declared and undeclared - preferred stock | (36,458) | (36,458) | |||||||
Employee advances | (45) | (45) | |||||||
Contributions from noncontrolling interests | $ 327 | 327 | |||||||
Deferred compensation plan distribution (in shares) | 0 | ||||||||
Deferred compensation plan distribution | $ 0 | ||||||||
Reallocation of carrying value | 0 | (469) | 469 | ||||||
Redemption value adjustment | (32) | (32) | 32 | ||||||
Distributions to noncontrolling interests | (96) | (96) | (489) | ||||||
Foreign currency translation adjustment | 645 | 645 | |||||||
Unrealized gain (loss) on available for sale securities | 0 | ||||||||
Less reclassification for realized (gain) loss on restricted investment included in net income | 0 | ||||||||
Other | 0 | (639) | 639 | ||||||
Net income (loss) | 3,646 | 3,646 | |||||||
Net income (loss) | 2,475 | (1,171) | 448 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 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) | 136,000 | ||||||||
Equity-based compensation | $ 2,054 | 2,054 | 364 | ||||||
Issuance of subsidiary common stock to noncontrolling interests | (59) | (493) | 434 | ||||||
Purchase of treasury stock (in shares) | (31,000) | (31,000) | |||||||
Purchase of treasury stock | (359) | $ (359) | |||||||
Forfeiture of restricted common shares (in shares) | (3,000) | (3,000) | |||||||
Forfeiture of restricted common shares | 0 | 48 | $ (48) | ||||||
Amortization of preferred stock discount | 0 | ||||||||
Dividends declared and undeclared - preferred stock | (36,193) | (36,193) | |||||||
Employee advances | (20) | (20) | |||||||
Contributions from noncontrolling interests | $ 4,871 | 4,871 | |||||||
Deferred compensation plan distribution (in shares) | 0 | ||||||||
Deferred compensation plan distribution | $ 0 | ||||||||
Redemption value adjustment | (9) | (9) | 9 | ||||||
Distributions to noncontrolling interests | 0 | (516) | |||||||
Foreign currency translation adjustment | (291) | (291) | |||||||
Unrealized gain (loss) on available for sale securities | 0 | ||||||||
Less reclassification for realized (gain) loss on restricted investment included in net income | 0 | ||||||||
Net income (loss) | (4,628) | (4,628) | |||||||
Net income (loss) | (5,508) | (880) | 501 | ||||||
Asset acquisition of TSGF L.P. | 2,413 | 2,413 | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 3,212,000 | ||||||||
Ending balance at Dec. 31, 2023 | $ (304,567) | $ 3 | $ 299,304 | $ (609,312) | $ (213) | $ (1,354) | $ 7,005 | $ 1,972 | |
Ending balance (in shares) at Dec. 31, 2023 | (105,474) | (105,000) | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 19,120,000 | ||||||||
Ending balance at Dec. 31, 2023 | $ 478,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (5,007) | $ 2,923 | $ (10,818) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 35,435 | 38,003 | 38,497 |
Change in fair value of deferred compensation plan | (1,959) | (477) | 1,671 |
Equity-based compensation | 2,412 | 4,045 | 4,553 |
Equity in (earnings) loss in unconsolidated entities | 702 | (392) | 126 |
Deferred tax expense (benefit) | (4,281) | (4,258) | (5,056) |
Change in fair value of contingent consideration | 600 | 650 | 23 |
Impairment | 0 | 0 | 1,160 |
(Gain) loss on disposal of assets | 3,141 | 3,115 | 1,593 |
Amortization of other assets | 166 | 663 | 1,039 |
Amortization of loan costs | 1,051 | 761 | 322 |
Realized loss on investment | 80 | 86 | 378 |
Loss on disposition of Marietta | 0 | 1,244 | 0 |
Other (gain) loss | 1,317 | 117 | (306) |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Accounts receivable | (9,812) | (9,317) | (4,180) |
Due from affiliates | 422 | (298) | 188 |
Inventories | (304) | (697) | (666) |
Prepaid expenses and other | (3,398) | (2,017) | (1,744) |
Investment in unconsolidated entities | 0 | 156 | 69 |
Operating lease right-of-use assets | 3,686 | 3,481 | 3,713 |
Other assets | (38) | (22) | 99 |
Accounts payable and accrued expenses | (4,757) | 16,881 | 302 |
Due to affiliates | 2 | 240 | (1,698) |
Claims liabilities and other | 2,086 | (286) | (4,029) |
Operating lease liabilities | (3,834) | (3,505) | (3,724) |
Deferred income | 10,458 | (3,108) | (10,481) |
Net cash provided by (used in) operating activities | 18,792 | 42,108 | 20,836 |
Cash Flows from Investing Activities | |||
Additions to property and equipment | (24,695) | (14,797) | (8,074) |
Proceeds from sale of property and equipment, net | 1,512 | 466 | 2,104 |
Asset acquisition of TSGF L.P., net of cash acquired | (2,226) | 0 | 0 |
Investments | (1,250) | (400) | (250) |
Cash held by Marietta upon disposition | 0 | (2,123) | 0 |
Purchase of common stock of related parties | 0 | 0 | (873) |
Proceeds from sale of equity method investment | 0 | 0 | 535 |
Proceeds from note receivable | 1,000 | 1,380 | 0 |
Issuance of notes receivable | (1,519) | (530) | (2,880) |
Net cash provided by (used in) investing activities | (33,033) | (22,367) | (9,438) |
Cash Flows from Financing Activities | |||
Payments for dividends on preferred stock | (34,798) | (43,919) | (16,706) |
Payments on revolving credit facilities | (26,800) | (2,910) | (1,063) |
Borrowings on revolving credit facilities | 26,800 | 1,092 | 1,826 |
Proceeds from notes payable | 43,652 | 70,397 | 2,900 |
Payments on notes payable | (3,803) | (31,098) | (8,737) |
Payments on finance lease liabilities | (419) | (1,160) | (439) |
Payments of loan costs | (409) | (2,714) | (222) |
Purchase of treasury stock | (359) | (270) | (121) |
Employee advances | (20) | (45) | 180 |
Contributions from noncontrolling interests | 4,871 | 327 | 734 |
Distributions to noncontrolling interests | (688) | (413) | 0 |
Net cash provided by (used in) financing activities | 8,027 | (10,713) | (21,648) |
Effect of foreign exchange rate changes on cash and cash equivalents | 36 | (29) | 33 |
Net change in cash, cash equivalents and restricted cash | (6,178) | 8,999 | (10,217) |
Cash, cash equivalents and restricted cash at beginning of period | 81,448 | 72,449 | 82,666 |
Cash, cash equivalents and restricted cash at end of period | 75,270 | 81,448 | 72,449 |
Supplemental Cash Flow Information | |||
Interest paid | 14,145 | 9,749 | 5,022 |
Income taxes paid (refunded), net | 8,188 | 6,403 | 6,628 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Acquisition of Chesapeake through issuance of Series CHP Units from our subsidiary Ashford Holdings | 0 | 1,387 | 0 |
Acquisition of Alii Nui through issuance of RED Units | 2,000 | 0 | 0 |
Acquisition related contingent consideration liability | 1,000 | 1,670 | 0 |
Capital expenditures accrued but not paid | 1,437 | 212 | 205 |
Finance lease additions | 1,392 | 903 | 0 |
Acquisition of noncontrolling interest in consolidated entities with notes payable and common stock | 0 | 0 | 2,202 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | |||
Cash and cash equivalents | 52,054 | 44,390 | 37,571 |
Restricted cash | 23,216 | 37,058 | 34,878 |
Cash, cash equivalents and restricted cash at end of period | 75,270 | 81,448 | 72,449 |
RHC | |||
Cash Flows from Investing Activities | |||
Restricted cash acquired in asset acquisition of RHC | 849 | 0 | 0 |
Alii Nui Maui | |||
Cash Flows from Investing Activities | |||
Payments to acquire business | (6,704) | 0 | 0 |
Chesapeake | |||
Cash Flows from Investing Activities | |||
Payments to acquire business | 0 | (6,363) | 0 |
Ashford Trust | |||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Due from related parties | (18,303) | 2,575 | 10,623 |
Due to related party | (2,229) | 2,229 | 0 |
Braemar | |||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | |||
Due from related parties | $ 11,156 | $ (10,684) | $ (818) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 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”), Braemar Hotels & Resorts Inc. (“Braemar”) Stirling Hotels & Resorts, Inc. (“Stirling”) and our consolidated subsidiary The Texas Strategic Growth Fund, L.P. (“TSGF L.P.”). 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) insurance policies covering general liability, workers’ compensation, business automobile claims and insurance claims services; (x) debt placement and related services; (xi) real estate advisory and brokerage services; and (xii) 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”), Warwick Insurance Company, LLC (“Warwick”) and their respective subsidiaries. We are currently the advisor for Ashford Trust, Braemar, Stirling and TSGF L.P. In our capacity as advisor, we are responsible for implementing the investment strategies and managing the day-to-day operations of our clients and their respective hotels from an ownership perspective, in each case subject to the respective advisory agreements and the supervision and oversight of each client’s respective boards of directors. 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. Stirling invests in a diverse portfolio of stabilized income-producing hotels and resorts across all chain scales primarily located in the United States and became our client on December 6, 2023. TSGF L.P. invests in all types of real estate in the state of Texas. 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”). The common stock of each of Ashford Trust and Braemar is traded on the New York Stock Exchange (the “NYSE”). Stirling is privately held and Stirling’s subsidiary Stirling REIT OP , LP (“Stirling OP”) is consolidated by Ashford Trust. TSGF L.P. is a privately held, consolidated subsidiary of the Company. We provide the personnel and services that we believe are necessary for each of our clients 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 our client’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, Stirling 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 19. 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 8. On May 15, 2023, the Company and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”) entered into Amendment No. 1 (“Amendment No. 1”) to the Rights Agreement dated as of August 30, 2022 (the “Rights Agreement”). Our board of directors implemented the rights plan by declaring (i) a dividend to the holders of the Company’s common stock of one preferred share purchase right (a “Right”) for each share of common stock and (ii) a dividend to the holders of the Company’s Series D Convertible Preferred Stock of one Right in respect of each share of the Company’s common stock issuable upon conversion of the Series D Convertible Preferred Stock. The dividends were distributed on September 9, 2022, to our stockholders of record on that date. Each of those Rights become exercisable on the date on which the Rights separate and begin trading separately from our common stock and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series F Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), at a price of $275 per one one-thousandth of a share of our Series F Preferred Stock represented by such Right, subject to adjustment. Pursuant to Amendment No. 1, the Rights Agreement was amended to (i) extend the final expiration date with respect to the Company’s Rights until July 30, 2024, and (ii) decrease the beneficial ownership threshold in the definition of an acquiring person from 10% to 7%. The value of the Rights was de minimis. On August 21, 2023 (the “Investment Date”), the Company invested $2.5 million to acquire 51% of the equity of TSGF L.P., a fund which provides a growth-oriented investment product focused on commercial real estate in the State of Texas. The Company consolidated TSGF L.P. as of the Investment Date as management concluded TSGF L.P. is a variable interest entity (“VIE”) for which the Company is considered the primary beneficiary. Our interests in TSGF L.P. were accounted for as an asset acquisition. The approximately $5.0 million of total assets consolidated on the Investment Date included an investment of $4.5 million, $274,000 of cash and cash equivalents and other immaterial assets related to working capital. Subsequent to the Investment Date, Ashford Securities LLC (“Ashford Securities”), a subsidiary of the Company, raised an additional $4.9 million in capital on behalf of TSGF L.P. through December 31, 2023, which is included in “noncontrolling interests in consolidated entities” in our consolidated balance sheet. Ashford Securities has raised $9.7 million of capital in total for TSGF L.P. through December 31, 2023, which comprises $2.5 million from the Company and $7.2 million from other investors. The $7.2 million of capital raised from other investors includes $2.3 million of capital raised by Ashford Securities prior to the Investment Date. On December 6, 2023, the Company entered into an advisory agreement with Stirling and Stirling’s subsidiary Stirling OP. The term of the advisory agreement with Stirling is one year from the effective date of December 6, 2023 subject to an unlimited number of successive, automatic one-year renewals unless terminated by the Company or Stirling’s board of directors. See note 19. On December 19, 2023, the Company incorporated our insurance subsidiary Warwick, which is licensed by the Texas Department of Insurance. Effective December 19, 2023, Ashford Inc. and Warwick entered into a loss portfolio transfer agreement whereby Ashford Inc. agreed to transfer the existing cash reserves and liabilities for Ashford Trust and Braemar’s general liability and workers’ compensation policies from January 1, 2014 through December 31, 2023 to Warwick pursuant to approvals obtained from the independent members of the boards of directors of Ashford Trust and Braemar. This transaction eliminated in consolidation. On the same date, Ashford Inc. and Remington entered into general liability and workers’ compensation insurance policies, respectively, with Warwick with agreed upon annual premiums of $4.7 million and $6.0 million, respectively, for a coverage period of one year. Change in Control On August 8, 2023, the 40% voting cap under the Investor Rights Agreement, dated November 6, 2019 and entered into by and among the Company, Mr. Archie Bennett Jr. and Mr. Monty J. Bennett (the “Bennetts”) and other holders of the Company’s Series D Convertible Preferred Stock (the “Investor Rights Agreement”), expired. As a result, the Bennetts may now vote their full ownership interests in the Company as they determine at their sole discretion. Upon the expiration of the voting cap, the Bennetts controlled a majority of the Company’s voting securities, resulting in a change of control of the Company. The Company elected the accounting policy option as allowed under Accounting Standards Codification (“ASC”) 805, Business Combinations, to continue to use Ashford Inc.’s historical accounting basis rather than apply pushdown accounting. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements, include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant intercompany accounts and transactions between these entities have been eliminated in these historical consolidated financial statements. 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 December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 Ashford OpenKey (3) Pure (4) TSGF L.P. (5) Ashford Inc. ownership interest 99.49 % 76.78 % 70.00 % 25.29 % Redeemable noncontrolling interests (1) (2) 0.51 % — % — % — % Noncontrolling interests in consolidated entities — % 23.22 % 30.00 % 74.71 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,972 n/a n/a n/a Redemption value adjustment, year-to-date 9 n/a n/a n/a Redemption value adjustment, cumulative 622 n/a n/a n/a Carrying value of noncontrolling interests n/a (537) (127) 7,669 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) ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, 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 14. (5) Represents ownership interests in TSGF L.P. a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Investments —We hold “investments in unconsolidated entities” in our consolidated balance sheets, which are considered to be variable interests or 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 equity method investments for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its fair value is less than the carrying amount of our investment. No such impairment was recorded during the years ended December 31, 2023, 2022 and 2021. Our subsidiary TSGF L.P. is accounted for as an investment company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) under Financial Accounting Standards Board (“FASB”) ASC 946. TSGF L.P.’s investment is reflected in “investments” in our consolidated balance sheets at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of “other income (expense)” in our consolidated statements of operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, at current market conditions (i.e., the exit price). The fair value of TSGF L.P.’s investment as of December 31, 2023 was $5.0 million. See note 11. We additionally hold an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at December 31, 2023 and December 31, 2022. We account for the investment at 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 years ended December 31, 2023, 2022 and 2021. In the event that the assumptions used to determine 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 30 business days following the issuance of the Company’s fiscal year 2023 financial statements. The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands): December 31, 2023 December 31, 2022 Carrying value of the investment in REA Holdings $ 2,370 $ 3,067 Ownership interest in REA Holdings 30 % 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Year Ended December 31, 2023 2022 2021 Equity in earnings (loss) in unconsolidated entities REA Holdings $ (697) $ 385 $ 13 The Company additionally holds various investments which are individually immaterial that are accounted for under the equity method. As of December 31, 2023 and 2022, the combined carrying value of these equity method investments was $1.4 million and $650,000. 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 and the appropriate weighted-average cost of capital. 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 consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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): December 31, 2023 December 31, 2022 Advisory: Insurance claim reserves (1) $ 18,947 $ 23,471 Remington: Managed hotel properties’ reserves (2) 2,508 11,464 Insurance claim reserves (3) 1,761 2,123 Total Remington restricted cash 4,269 13,587 Total restricted cash $ 23,216 $ 37,058 ________ (1) Ashford Inc. 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 were deposited into restricted cash and used to pay casualty claims throughout the year as they were incurred. The claim liability related to the restricted cash balance is included in “claims liabilities and other” in our 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”, “due from Braemar” and “due to/from affiliates” in our 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 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. As of December 31, 2023 and 2022, the allowance for doubtful accounts was $2.1 million and $175,000, respectively. The net increase of $1.9 million in our allowance for doubtful accounts is primarily related to certain third-party contracts with Remington and driven by an increase in provisions for estimated losses of $2.0 million offset by write-offs of $100,000. Notes Receivable —Notes receivable were comprised of the following (in thousands): December 31, 2023 December 31, 2022 Remington note receivable (1) $ 525 $ 1,506 Ashford LLC note receivable (2) 1,082 535 REA Holdings affiliate (3) 845 — Other 245 — Total notes receivable $ 2,697 $ 2,041 ________ (1) Remington holds a note receivable from a third party which 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 December 31, 2023 and December 31, 2022, the outstanding principal balance is included in “prepaid expenses and other” and “other assets, net,” respectively, in our consolidated balance sheets. (2) Ashford LLC holds a note receivable from a third party. The note bears interest at 8% 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 consolidated balance sheet. (3) On April 3, 2023, the Company entered into a note receivable with an affiliate of REA Holdings. Principal plus any accrued interest is due to the Company on demand or, in the absence of any demand, 24 months. Interest is paid in-kind and added to the outstanding principal balance until the note maturity date. The interest rate on the note receivable is 7.5% per annum. The note receivable is recorded in “prepaid expenses and other” in our consolidated balance sheet. Inventories —Inventories consist primarily of INSPIRE’s audio visual equipment and related accessories and RED’s retail merchandise, beverages and boat equipment. Inventories are carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) valuation method. 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. Impairment of Property and Equipment —Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the asset net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of assets, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Assets not yet placed into service are also reviewed for impairment whenever events or changes in circumstances indicate that all or a portion of the assets will not be placed into service. No impairment charges related to property and equipment were recorded in the years ended December 31, 2023, 2022 and 2021. Goodwill and Indefinite-Lived Intangible Assets —Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Indefinite-lived intangible assets primarily include trademark rights resulting from our acquisition of Remington, INSPIRE and RED. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we may elect to perform a qualitative assessment to determine whether the fair value of the goodwill is more likely than not impaired. In considering the qualitative approach, we evaluate factors including, but not limited to, the operational stability and the overall financial performance of the reporting units. We may choose to bypass the qualitative assessment and perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We determine the fair value of a reporting unit based on a blended analysis of the income approach and the market value approach. We base our measurement of fair value of trademarks using the relief-from-royalty method. This method assumes that the trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. Management elected to perform a quantitative assessment for the Company’s current year annual impairment test. Based on the results of our annual impairment assessment, no impairment of goodwill or indefinite-lived intangible assets was indicated as of October 1, 2023. Additionally, no indicators of impairment were identified from the date of our impairment assessment through December 31, 2023. Definite-Lived Intangible Assets —Definite-lived intangible assets primarily include management contracts, customer relationships and boat slip rights resulting from our acquisitions. The Remington and Premier management contracts are not amortized on a straight-line basis, rather the assets are amortized in a manner that approximates the pattern of the assets’ economic benefit to the Company over an estimated useful life of eight Claims Liabilities and Other —As of December 31, 2023 and 2022, claims liabilities and other included reserves in the amount of $26.8 million and $23.5 million for Warwick and Ashford LLC’s liabilities, respectively, for case-basis estimates of reported losses and incurred but not reported (“IBNR”) losses primarily from general liability and workers’ compensation which are calculated based upon loss projections utilizing industry data. In establishing its liability for losses and loss adjustment expenses, the Company utilizes the findings of an independent consulting actuary. An estimate of ultimate losses and loss expenses is projected at each reporting date. IBNR reserves are derived from the difference between projected ultimate losses and loss expenses incurred. Actuarial methodologies used by the consulting actuary include the Bornhuetter Ferguson, loss development, case reserve development, and pure premium methods. As adjustments to these estimates become necessary, such adjustments are reflected in “other” operating expenses in our consolidated statements of operations. As of December 31, 2023 and 2022, claims liabilities and other additionally included $1.7 million and $2.2 million, respectively, relating to reserves for Remington health insurance claims. As of December 31, 2023, claims liabilities and other also included the current portion of the contingent consideration liabilities of $1.3 million and $1.3 million from the Company’s acquisitions of Alii Nui and Chesapeake Hospitality (“Chesapeake”), respectively. See notes 4 and 11. Other Liabilities —As of December 31, 2023 and 2022, other liabilities included the noncurrent portion of the contingent consideration liability of $1.6 million and $2.3 million from the Company’s acquisition of Chesapeake, respectively. See notes 4 and 11. As of December 31, 2023 and 2022 other liabilities also included an uncertain tax position liability of $978,000 and $917,000, respectively. Salaries and Benefits —Salaries and benefits are expensed as incurred and include salaries and benefit related expenses for our officers and employees. Salaries and benefits also includes expense for equity grants of the Company’s common stock to our officers and employees and changes in fair value in the deferred compensation plan liability. See notes 16 and 17. General and Administrative —General and administrative costs are expensed as incurred, and include advertising costs of $2.8 million, $1.8 million and $1.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Depreciation and Amortization —Our property and equipment, including assets acquired under finance leases, are depreciated on a straight-line basis over the estimated useful lives of the assets with useful lives ranging from 2 to 20 years. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related assets. Property and equipment, excluding our RED vessels, are depreciated using the straight-line method over lives ranging from 2 to 10 years. Our RED vessels are depreciated using the straight-line method over a useful life of 20 years. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income/loss as well as resulting gains or losses on potential sales. See also the “Definite-Lived Intangible Assets” above. Equity-Based Compensation —Our equity incentive plan provides for the grant of restricted or unrestricted shares of our common stock, share appreciation rights, performance shares, performance units and other equity-based awards or any combination of the foregoing. Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. The Company accounts for forfeitures when they occur. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Braemar in connection with providing advisory services that result in expense, included in “reimbursed expenses,” equal to the grant date fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “cost reimbursement revenue”. Other Comprehensive Income (Loss) —Comprehensive income consists of net income (loss), foreign currency translation adjustments and unrealized gain (loss) on restricted investments. The foreign currency translation adjustment represents the unrealized impact of translating the financial statements of the INSPIRE operations in Mexico and the Dominican Republic and Remington’s operations in Costa Rica from their respective functional currencies to U.S. dollars. This amount is not included in net income and would only be realized upon the sale or upon complete or substantially complete liquidation of the foreign businesses. The accumulated other comprehensive income (loss) is presented on our consolidated balance sheets as of December 31, 2023 and 2022. Due to/from Ashford Trust —Due to/from Ashford Trust represents current receivables related to advisory services fees, incentive fees, reimbursable expenses and business expenses and payables owed by our products and services businesses to Ashford Trust which are presented net on the consolidated balance sheet. Due to/from Ashford Trust is generally settled within a period not exceeding one year and is presented as a current asset or current liability based upon the period’s ending net balance. Due to/from Braemar —Due to/from Braemar represents current receivables related to advisory services fees, incentive fees, reimbursable expenses and service business expenses and payables owed by our products and services businesses to Braemar which are presented net on the consolidated balance sheet. Due to/from Braemar is generally settled within a period not exceeding one year and is presented as a current asset or current liability based upon the period’s ending net balance. Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. See note 20. Leases —We determine if an arrangement is a lease at the inception of the contract. Lease right of use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments related to operating leases is recognized on a straight-line basis over the lease term. Lease expense for minimum lease payments related to financing leases is recognized using the effective interest method over the lease term. Short-term leases (less than twelve months) are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Additionally, we elected the practical expedient relieving us from the requirement to separate the lease and non-lease components on the balance sheet across all existing asset classes. See note 9. 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. ASC 740 “Income Taxes” 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 in Mexico, the Dominican Republic, the U.S. Virgin Islands, and beginning in 2023 additionally Aruba, Puerto Rico and Costa Rica. Tax years 2019 through 2023 remain subject to potential examination by federal and certain 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 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 , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, |
Revenues
Revenues | 12 Months Ended |
Dec. 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 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 Third 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. Braemar’s 2022 annual total stockholder return met the relevant incentive fee thresholds during the 2022 measurement period and $268,000 was recognized as incentive advisory fees in each of the years ended 2023 and 2022. Ashford Trust’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2023, 2022 and 2021 measurement periods. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2023 and 2021 measurement period. 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). The base management fee for each hotel is due monthly. 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 incentive management fee, if any, for each hotel is due annually in arrears within 90 days of the end of the fiscal year. 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 fees for fixed monthly accounting services, revenue management services and other 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. Fees from Ashford Trust are payable monthly in arrears based on the prior calendar month’s total expenditures. Fees from Braemar are payable monthly as the service is delivered based on the percentage of completion, as reasonably determined by Premier. 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. Payment is typically due from customers within 30 days. 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. Payment is ordinarily due 15 days after the end of the month in which services were rendered. 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. Other revenue also includes general liability and workers’ compensation insurance premiums paid to our insurance subsidiary, Warwick. Insurance premiums received are initially recorded in the current portion of deferred income in our consolidated balance sheets and recognized as revenue ratably over the contractual terms of the respective written policy, which is primarily twelve months. General liability and workers’ compensation insurance premiums are generally paid upfront to Warwick annually. Cost Reimbursement Revenue Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements and our 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. Payments for cost reimbursement revenue are primarily due within 30 days after the services were rendered. 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. Current deferred income additionally includes customer deposits which could result in cash payments within the next 12 months. 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 table summarizes our consolidated deferred income activity (in thousands): Deferred Income 2023 2022 Balance as of January 1 $ 7,800 $ 10,905 Increases to deferred income (1) 22,657 11,531 Recognition of revenue (2) (12,079) (14,636) Balance as of December 31 $ 18,378 $ 7,800 ________ (1) The year ended December 31, 2023 includes increases of $12.5 million of deferred income from our insurance subsidiary Warwick, primarily for general liability and workers’ compensation policy premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy in “other” revenue in our consolidated statements of operations. (2) Revenue recognized in the year ended December 31, 2023, includes (a) $760,000 of revenue primarily related to our advisory agreements and our Contribution Agreement with Ashford Trust and Braemar, (b) $2.6 million of audio visual revenue, (c) $4.1 million of watersports, ferry and excursion services revenue, (d) $375,000 of premiums earned by Warwick and (e) $4.2 million of revenues earned by our other products and services companies. Revenue recognized in the year ended December 31, 2023 includes $5.5 million which was recorded in deferred income in our consolidated balance sheet as of December 31, 2022. Revenue recognized in the year ended December 31, 2022 includes (a) $2.4 million of revenue primarily related to our advisory agreements and our Contribution Agreement with Ashford Trust and Braemar, (b) $3.5 million of audio visual revenue, (c) $2.3 million of debt placement revenue related to Ashford Trust’s agreement with Lismore (see note 19), (d) $2.3 million of watersports, ferry and excursion services revenue and (e) $4.1 million of revenues earned by our other products and services companies. Revenue recognized in the year ended December 31, 2022 includes $8.1 million which was recorded in deferred income in our consolidated balance sheet as of December 31, 2021. 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. See note 19. Incentive advisory fees that are contingent upon future market performance are excluded as the fees are considered variable and not included in the transaction price at December 31, 2023. 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 $26.1 million, $17.6 million and $7.6 million included in “accounts receivable, net” primarily related to our products and services segment, $18.9 million, $0 and $2.6 million in “due from Ashford Trust,” and $714,000, $11.8 million and $1.1 million included in “due from Braemar” related to advisory services at December 31, 2023, 2022 and 2021, respectively. We had no write-offs related to these receivables during the years ended December 31, 2023, 2022 and 2021 other than those discussed in note 2. See notes 2 and 19. Disaggregated Revenue Our revenues were comprised of the following for the years ended December 31, 2023, 2022 and 2021, respectively (in thousands): Year Ended December 31, 2023 2022 2021 Advisory services fees: Base advisory fees $ 47,159 $ 47,592 $ 47,045 Incentive advisory fees 268 268 — Other advisory revenue 521 521 521 Total advisory services fees revenue 47,948 48,381 47,566 Hotel management fees: Base fees 37,651 34,072 21,291 Incentive fees 5,569 8,533 4,969 Other management fees 9,341 3,943 — Total hotel management fees revenue 52,561 46,548 26,260 Design and construction fees revenue 27,740 22,167 9,557 Audio visual revenue 148,617 121,261 49,880 Other revenue: Watersports, ferry and excursion services (1) 34,057 26,309 23,867 Debt placement and related fees (2) 4,634 4,222 12,384 Premiums earned 375 — — Cash management fees (3) 256 135 — Claims management services 12 20 81 Other services (4) 4,099 13,626 10,997 Total other revenue 43,433 44,312 47,329 Cost reimbursement revenue 426,496 361,763 203,975 Total revenues $ 746,795 $ 644,432 $ 384,567 REVENUES BY SEGMENT (5) Advisory $ 78,960 $ 77,347 $ 74,616 Remington 424,322 356,435 197,802 Premier 39,947 32,247 12,413 INSPIRE 148,829 121,418 49,900 RED 34,150 26,335 23,867 OpenKey 1,586 1,484 1,965 Corporate and other 19,001 29,166 24,004 Total revenues $ 746,795 $ 644,432 $ 384,567 ________ (1) Watersports, ferry and excursion services revenue is earned by RED, which includes RED’s legacy operations in the U.S. Virgin Islands and the Turks and Caicos Islands, Alii Nui, which provides luxury sailing and watersports experiences in Maui, Hawaii 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 years ended December 31, 2022 and 2021 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. See note 5. (5) We have six reportable segments: Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Warwick, Pure Wellness and, for the years ended December 31, 2022 and 2021, Marietta into an “all other” category, which we refer to as “Corporate and Other.” See note 21 for discussion of segment reporting. Geographic Information Our Advisory, Premier, OpenKey, and Corporate and Other reporting segments conduct their business primarily within the United States. Remington, INSPIRE and RED conduct business both in the United States and internationally. The following table presents revenue from Remington, INSPIRE and RED geographically for the years ended December 31, 2023, 2022 and 2021, respectively (in thousands): Year Ended December 31, 2023 2022 2021 Remington: United States $ 423,999 $ 356,435 $ 197,802 Costa Rica 323 — — Total Remington revenues $ 424,322 $ 356,435 $ 197,802 INSPIRE: United States $ 109,676 $ 92,418 $ 39,164 Mexico 29,737 22,087 7,724 Dominican Republic 9,416 6,913 2,992 Total INSPIRE revenues $ 148,829 $ 121,418 $ 49,880 RED: Continental United States $ 10,138 $ 10,885 $ 11,908 Hawaii 6,658 — — U.S. Virgin Islands 11,591 11,469 10,757 United Kingdom (Turks and Caicos Islands) 5,763 3,981 1,202 Total RED revenues $ 34,150 $ 26,335 $ 23,867 Total international revenues (1) $ 45,239 $ 32,981 $ 11,918 _______ (1) International revenues include revenues earned outside of the U.S. and U.S. territories. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combinations 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 with required quarterly payments. 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 the acquisition date, Alii Nui obtained approval to be issued the Permit upon registration of the marine vessel. 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 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 7. We have allocated the purchase price to the assets acquired and liabilities assumed based upon our valuation of the fair value assigned to the RED Units, contingent consideration and intangible assets. In the third quarter of 2023, we finalized the valuation of the acquired assets and liabilities resulting in an increase to goodwill and deferred tax liabilities of $1.6 million from finalizing the tax basis of the acquired assets and the acquired business corporate entity. The fair value of the purchase price and final 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 304 Total fair value of purchase price $ 11,304 Fair Value Estimated Useful Life Current assets including cash of $996 $ 1,286 Property and equipment, net 2,254 20 years Trademarks 1,600 Boat slip rights 6,250 20 years Total assets acquired 11,390 Current liabilities 857 Deferred tax liability 1,567 Total assumed liabilities 2,424 Total identifiable net assets acquired $ 8,966 Goodwill $ 2,338 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 consolidated statement of operations for the year ended December 31, 2023 include total revenue from Alii Nui of $6.7 million. In addition, our consolidated statement of operations for the year ended December 31, 2023 include net loss from Alii Nui of $245,000. Chesapeake On April 15, 2022, the Company acquired privately held Chesapeake, a third-party hotel management company. The Company paid to the sellers $6.3 million in cash, subject to certain adjustments, and issued to the sellers 378,000 Series CHP Convertible Preferred Units of Ashford Holdings (the “Series CHP Units”) at $25 per Unit, for a total liquidation value of $9.45 million. The Series CHP Units include a discount of $8.1 million resulting in a total fair value of $1.4 million. The discount is due to the Company’s ability to convert the Series CHP Units to common units of Ashford Holdings at the preferred conversion price of $117.50. Common units of Ashford Holdings are exchangeable into common stock of the Company on a 1:1 ratio. The sellers also have the ability to earn up to $10.25 million of additional consideration based on the base management fee contribution from the acquired business for the trailing 12 month periods ending March 2024 and March 2025, respectively, for a total potential purchase consideration of $18.1 million, subject to certain adjustments. The first $6.3 million of such additional consideration is payable in cash and any amounts payable in excess of such $6.3 million may be satisfied by the issuance of shares of common stock of the Company, common units of Ashford Holdings or additional Series CHP Units, as determined by the Company in its sole discretion. The acquisition of Chesapeake 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 Chesapeake 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. In the third quarter of 2022, we recorded an adjustment to increase the working capital paid to the sellers by $73,000. In the fourth quarter of 2022, we finalized the valuation of the acquired assets and liabilities associated with the acquisition. For goodwill reporting purposes, the operations and goodwill for Chesapeake are included in our Remington reporting unit as they are similar businesses. See note 7. The fair value of the purchase price and final allocation of the purchase price are as follows (in thousands): Series CHP Units $ 9,450 Discount on Series CHP Units (8,063) Cash 6,300 Fair value of contingent consideration 1,670 Working capital adjustments 193 Total fair value of purchase price $ 9,550 Fair Value Estimated Useful Life Current assets including cash of $228 $ 930 Management contracts 7,131 8 years Total assets acquired 8,061 Current liabilities 347 Deferred tax liability 217 Total assumed liabilities 564 Total identifiable net assets acquired $ 7,497 Goodwill $ 2,053 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 Remington’s hotel management services to third-party owners in the hospitality industry. Results of Chesapeake The results of operations of Chesapeake have been included in our results of operations since the acquisition date of April 15, 2022. Our consolidated statements of operations for the years ended December 31, 2023 and 2022 include total revenue from Chesapeake of $64.7 million and $43.1 million, respectively. In addition, our consolidated statements of operations for the years ended December 31, 2023 and 2022 include net loss from Chesapeake of $1.3 million and net income of $3.0 million, respectively. Pro Forma Financial Results The following table reflects the unaudited pro forma results of operations as if the Alii Nui and Chesapeake acquisitions had occurred on January 1, 2022, and the removal of $375,000 and $1.9 million of transaction costs directly attributable to the acquisitions (net of the incremental tax expense) for the years ended December 31, 2023 and 2022, respectively, (in thousands): Year Ended December 31, 2023 2022 Total revenues $ 748,635 $ 665,791 Net income (loss) (4,778) 3,867 Net income (loss) attributable to common stockholders (40,592) (32,067) |
Marietta Disposition
Marietta Disposition | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Marietta Disposition | Dispositions Marietta Disposition On June 26, 2018, the Company entered into the Ashford Trust ERFP Agreement with Ashford Trust. On April 20, 2021, the Company received written notice from Ashford Trust of Ashford Trust’s intention not to renew the Ashford Trust ERFP Agreement. As a result, the Ashford Trust ERFP Agreement terminated in accordance with its terms on June 26, 2021. The Company remained obligated to fund the remaining $11.4 million ERFP commitment from Ashford Trust’s acquisition of the Embassy Suites Manhattan hotel under the Ashford Trust ERFP Agreement by December 31, 2022. See note 19. On December 16, 2022, the Company and Ashford Trust entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) pursuant to which, effective as of December 16, 2022, Ashford Trust acquired all of the equity interests in Marietta and, in exchange, Ashford Trust forgave, cancelled and discharged in full the Company’s outstanding $11.4 million ERFP commitment to Ashford Trust. The Company incurred a loss on the disposition of Marietta related to the net assets of Marietta on the disposal date of approximately $1.2 million which is included in “other” operating expense in our consolidated statements of operations. Since the disposition of Marietta did not represent a strategic shift that had a major effect on our operations or financial results, its results of operations were not reported as discontinued operations in the consolidated financial statements. The results of operations of Marietta were included in net income (loss) through the date of disposition as shown in the consolidated statements of operations for the years ended December 31, 2022 and 2021. The following table includes financial information from Marietta in the consolidated statements of operations for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Other revenue $ 9,763 $ 6,336 Depreciation and amortization (1,206) (1,260) General and administrative (113) 48 Other expenses (7,047) (3,758) Operating income (loss) 1,397 1,366 Interest expense (2,399) (2,539) Loss before income taxes $ (1,002) $ (1,173) On the date of disposition, the assets and liabilities related to Marietta were as follows (in thousands): December 16, 2022 Assets Current assets: Cash and cash equivalents $ 1,067 Restricted cash 1,056 Accounts receivable, net 22 Inventories 48 Prepaid expenses and other 364 Total current assets 2,557 Property and equipment, net 40,381 Total assets $ 42,938 Liabilities Current liabilities: Accounts payable and accrued expenses $ 582 Due to affiliates 242 Finance lease liabilities 845 Total current liabilities 1,669 Finance lease liabilities 40,025 Total liabilities 41,694 Net assets disposed $ 1,244 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consisted of the following (in thousands): December 31, 2023 2022 Rental pool equipment $ 38,755 $ 26,563 FF&E leased to Ashford Trust 1,610 11,283 FF&E leased to Braemar 992 1,616 Property and equipment 17,045 11,726 Marine vessels 27,307 17,789 Leasehold improvements 4,695 1,148 Computer software 417 1,266 Total cost 90,821 71,391 Accumulated depreciation (33,969) (29,600) Property and equipment, net $ 56,852 $ 41,791 For the years ended December 31, 2023, 2022 and 2021, depreciation expense was $11.1 million, $12.7 million and $12.9 million, respectively. Depreciation and amortization expense on the statement of operations for the years ended December 31, 2023, 2022 and 2021 excludes depreciation expense related to audio visual equipment of $5.2 million, $4.9 million and $5.0 million, respectively, which is included in “cost of revenues for audio visual” and depreciation expense related to marine vessels of $2.0 million, $1.4 million and $929,000, respectively, which is included in “other” operating expense in our consolidated statements of operations. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands): Remington RED Corporate and Other (1) Consolidated Balance at January 1 2022 (2) $ 54,605 $ 1,235 $ 782 $ 56,622 Additions (3) 1,980 — — 1,980 Adjustments (3) 73 — — 73 Balance at December 31, 2022 56,658 1,235 782 58,675 Additions (4) — 686 — 686 Adjustments (4) — 1,652 — 1,652 Balance at December 31, 2023 $ 56,658 $ 3,573 $ 782 $ 61,013 ________ (1) Corporate and Other includes the goodwill from the Company’s acquisition of Pure Wellness. (2) Remington goodwill includes accumulated impairments from the year ended December 31, 2020 of $121.0 million. (3) The additions and subsequent adjustments relate to the Company’s acquisition of Chesapeake. See note 4. (4) The additions and subsequent adjustments relate to RED’s acquisition of Alii Nui. See note 4. Intangible Assets Intangible assets, net as of December 31, 2023 and December 31, 2022, are as follows (in thousands): December 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 $ (51,891) $ 62,840 $ 114,731 $ (40,519) $ 74,212 Premier management contracts 194,000 (64,808) 129,192 194,000 (53,415) 140,585 INSPIRE customer relationships 9,319 (6,645) 2,674 9,319 (5,527) 3,792 RED boat slip rights (1) 9,350 (951) 8,399 3,100 (535) 2,565 $ 327,400 $ (124,295) $ 203,105 $ 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) The weighted average renewal period for RED’s boat slip rights is approximately 12 months. RED has the ability and intent to renew their boat slip rights and the costs to renew are immaterial. RED’s boat slip rights 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. Amortization expense for definite-lived intangible assets was $24.3 million, $25.3 million and $25.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The useful lives of our customer relationships range from seven eight Expected future amortization expense of definite-lived intangible assets as of December 31, 2023 are as follows (in thousands): 2024 $ 21,877 2025 18,987 2026 17,255 2027 15,764 2028 14,488 Thereafter 114,734 Total $ 203,105 |
Notes Payable, net
Notes Payable, net | 12 Months Ended |
Dec. 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 December 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% $ 100,000 $ 70,000 Note payable (6) (11) Ashford Inc. February 29, 2028 4.00% 1,234 1,495 Note payable (5) (17) OpenKey On demand 15.00% 237 — Term loan (5) (7) (10) INSPIRE March 24, 2028 BSBY Rate (2) + 2.75% 18,500 17,300 Equipment note (5) (7) (10) INSPIRE March 24, 2028 BSBY Rate (2) + 2.75% 3,400 — Revolving credit facility (5) (12) Pure Wellness On demand Prime Rate (4) + 1.00% 150 150 Term loan (5) (8) (13) RED July 18, 2029 6.00% 1,537 1,596 Term loan (5) (8) RED April 16, 2024 9.00% 60 337 Term loan (5) (8) (14) RED August 5, 2029 Prime Rate (4) + 2.00% 800 858 Term loan (5) (8) RED August 5, 2029 Prime Rate (4) + 2.00% 1,830 1,980 Term loan (6) (8) RED August 5, 2029 Prime Rate (4) + 1.75% 2,672 3,006 Term loan (5) (8) (18) RED March 17, 2033 Prime Rate (4) + 1.50% 1,645 — Term loan (5) (8) (18) RED March 17, 2033 Prime Rate (4) + 1.50% 2,336 — Term loan (5) (8) (20) RED May 19, 2033 Prime Rate (4) + 1.00% 622 — Draw term loan (5) (8) (15) RED March 17, 2032 5.00% 1,448 641 Draw term loan (5) (8) (15) RED March 17, 2032 5.00% 1,043 640 Draw term loan (5) (8) (16) RED Various (16) Prime Rate (4) + 1.00% 1,386 1,099 Draw term loan (5) (8) (21) RED February 5, 2029 Prime Rate (4) + 1.25% 168 — RED Units (5) (19) RED See footnote (19) 6.50% 2,000 — Total notes payable 141,068 99,102 Capitalized default interest, net — 148 Deferred loan costs, net (2,723) (2,643) Original issue discount, net (9) (1,379) (1,732) Notes payable including capitalized default interest and deferred loan costs, net 136,966 94,875 Less current portion (4,387) (5,195) Total notes payable, net - non-current $ 132,579 $ 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 5.44% at December 31, 2023. (3) Adjusted Term SOFR is the one-month forward-looking SOFR rate plus 0.03%. Adjusted Term SOFR was 5.38% at December 31, 2023. (4) The Prime Rate was 8.50% and 7.50% at December 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 Revolving Note and Equipment Note are collateralized primarily by INSPIRE’s eligible receivables, including accounts receivable, due from Ashford Trust and due from Braemar, with a total carrying value of $8.3 million and $7.5 million as of December 31, 2023 and December 31, 2022, respectively. INSPIRE’s Term Note 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 $20.6 million and $13.6 million as of December 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. 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. Undrawn balances of the Credit Facility were 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 December 31, 2023, no unused amounts remained under the Credit Facility. (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 December 31, 2023, the amounts unused under INSPIRE’s revolving credit facility and equipment note were $6.0 million and $600,000, respectively. (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 December 31, 2023, the amount unused under Pure Wellness’s revolving credit facility was $100,000. (13) 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%. (14) On July 23, 2021, RED entered into a term loan agreement with a maximum principal amount of $900,000. (15) 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 converted 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%. (16) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converted into an individual term loan each time RED draws upon the facility. As of December 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. (17) On February 2, 2023, OpenKey entered into a loan funding agreement with Braemar with a maximum loan amount of $395,000. As of December 31, 2023, the remaining unused loan balance was $158,000. (18) 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 was required to make monthly payments on the term loans starting April 17, 2023. (19) 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 consolidated balance sheet. See note 4. (20) On May 19, 2023, RED entered into a term loan for two vessels. The interest rate is equal to the Prime Rate plus 1.00% and the note matures on May 19, 2033. RED was required to make monthly principal payments on the term loan starting in June 2023. (21) On August 4, 2023, RED entered into a draw term loan with Merchants Commercial Bank with a maximum draw of $900,000 through February 5, 2024. The interest rate is equal to the Prime Rate plus 1.25% and the maturity date is February 5, 2029. As of December 31, 2023, the amount unused under RED’s draw term loan was $732,000. Maturities and scheduled amortization of notes payable as of December 31, 2023, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands): 2024 $ 4,387 2025 4,068 2026 6,189 2027 104,989 2028 12,711 Thereafter 8,724 Total $ 141,068 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease certain office space, warehouse facilities, vehicles and equipment under operating leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one On January 3, 2023, the Company acquired Remington Hotel Corporation (“RHC”), an affiliate owned by the Bennetts, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. Prior to the acquisition, for the years ended December 31, 2022 and 2021, we recorded $3.3 million and $3.4 million, respectively, in rent expense related to our corporate office lease with RHC. See note 19. We additionally lease certain equipment and boat slips which are accounted for as finance leases. Prior to Ashford Trust’s acquisition of Marietta on December 16, 2022, finance lease assets included a lease of a single hotel and convention center property in Marietta, Georgia, from the City of Marietta. The net book value of finance lease assets is included in “property and equipment, net” in our consolidated balance sheets. Amortization of finance lease assets is included in “depreciation and amortization” expense in our consolidated statements of operations. As of December 31, 2023 and 2022, our leased assets and liabilities consisted of the following (in thousands): Leases Classification December 31, 2023 December 31, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 21,193 $ 23,844 Finance lease assets Property and equipment, net 3,081 3,236 Total leased assets $ 24,274 $ 27,080 Liabilities Current Operating Operating lease liabilities $ 4,160 $ 3,868 Finance Finance lease liabilities 437 1,456 Noncurrent Operating Operating lease liabilities 19,174 20,082 Finance Finance lease liabilities 2,832 1,962 Total leased liabilities $ 26,603 $ 27,368 We incurred the following lease costs related to our operating and finance leases (in thousands): Year Ended December 31, Lease Cost Classification 2023 2022 2021 Operating lease cost Rent expense (1) General and administrative $ 6,846 $ 6,060 $ 5,654 Finance lease cost Amortization of leased assets Depreciation and amortization 460 1,624 1,455 Interest on lease liabilities Interest expense 212 2,616 2,727 Total lease cost $ 7,518 $ 10,300 $ 9,836 __________________ (1) The years ended December 31, 2023, 2022 and 2021 include short term lease expense of $917,000, $619,000 and $442,000, respectively. The years ended December 31, 2023, 2022 and 2021 include the following operating and finance lease additions (in thousands): Year Ended December 31, Lease Additions 2023 2022 2021 Operating leases (1) $ 20,438 $ 298 $ 607 Finance leases $ 1,392 $ 903 $ — __________________ (1) The year ended December 31, 2023, includes $17.2 million of operating lease additions which were acquired upon our acquisition of RHC which leases the offices for our corporate headquarters in Dallas, Texas. 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 were eliminated upon consolidation. See note 19. For the years ended December 31, 2023, 2022 and 2021, cash paid amounts included in the measurement of lease liabilities included (in thousands): Year Ended December 31, Lease Payments 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,834 $ 3,505 $ 3,713 Financing cash flows from finance leases $ 419 $ 1,160 $ 439 As of December 31, 2023, future minimum lease payments on operating leases and financing leases and total future minimum lease payments to be received were as follows (in thousands): Operating Leases Finance Leases Sublease Payments to be Received 2024 $ 5,956 $ 639 $ 105 2025 5,323 395 83 2026 5,091 1,370 83 2027 4,942 234 83 2028 4,320 161 76 Thereafter 6,212 1,544 — Total minimum lease payments (receipts) 31,844 4,343 $ 430 Imputed interest (8,510) (1,074) Present value of minimum lease payments $ 23,334 $ 3,269 Our weighted-average remaining lease terms (in years) and discount rates consisted of the following: December 31, 2023 December 31, 2022 December 31, 2021 Lease term and discount rate Weighted-average remaining lease term Operating leases (1) 8.01 8.74 9.34 Finance leases (2) 8.40 8.17 31.49 Weighted-average discount rate Operating leases 8.2 % 5.2 % 5.2 % Finance leases 6.7 % 6.6 % 6.2 % __________________ (1) The weighted-average remaining lease term includes two optional 10 year extension periods for our INSPIRE headquarters in Irving, Texas, as failure to renew the lease would result in INSPIRE incurring significant relocation costs. (2) The weighted-average remaining lease term as of December 31, 2021 included our lease with the City of Marietta which had a lease term through December 31, 2054. On December 16, 2022, Marietta was acquired by Ashford Trust. See note 5. |
Leases | Leases We lease certain office space, warehouse facilities, vehicles and equipment under operating leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one On January 3, 2023, the Company acquired Remington Hotel Corporation (“RHC”), an affiliate owned by the Bennetts, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. Prior to the acquisition, for the years ended December 31, 2022 and 2021, we recorded $3.3 million and $3.4 million, respectively, in rent expense related to our corporate office lease with RHC. See note 19. We additionally lease certain equipment and boat slips which are accounted for as finance leases. Prior to Ashford Trust’s acquisition of Marietta on December 16, 2022, finance lease assets included a lease of a single hotel and convention center property in Marietta, Georgia, from the City of Marietta. The net book value of finance lease assets is included in “property and equipment, net” in our consolidated balance sheets. Amortization of finance lease assets is included in “depreciation and amortization” expense in our consolidated statements of operations. As of December 31, 2023 and 2022, our leased assets and liabilities consisted of the following (in thousands): Leases Classification December 31, 2023 December 31, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 21,193 $ 23,844 Finance lease assets Property and equipment, net 3,081 3,236 Total leased assets $ 24,274 $ 27,080 Liabilities Current Operating Operating lease liabilities $ 4,160 $ 3,868 Finance Finance lease liabilities 437 1,456 Noncurrent Operating Operating lease liabilities 19,174 20,082 Finance Finance lease liabilities 2,832 1,962 Total leased liabilities $ 26,603 $ 27,368 We incurred the following lease costs related to our operating and finance leases (in thousands): Year Ended December 31, Lease Cost Classification 2023 2022 2021 Operating lease cost Rent expense (1) General and administrative $ 6,846 $ 6,060 $ 5,654 Finance lease cost Amortization of leased assets Depreciation and amortization 460 1,624 1,455 Interest on lease liabilities Interest expense 212 2,616 2,727 Total lease cost $ 7,518 $ 10,300 $ 9,836 __________________ (1) The years ended December 31, 2023, 2022 and 2021 include short term lease expense of $917,000, $619,000 and $442,000, respectively. The years ended December 31, 2023, 2022 and 2021 include the following operating and finance lease additions (in thousands): Year Ended December 31, Lease Additions 2023 2022 2021 Operating leases (1) $ 20,438 $ 298 $ 607 Finance leases $ 1,392 $ 903 $ — __________________ (1) The year ended December 31, 2023, includes $17.2 million of operating lease additions which were acquired upon our acquisition of RHC which leases the offices for our corporate headquarters in Dallas, Texas. 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 were eliminated upon consolidation. See note 19. For the years ended December 31, 2023, 2022 and 2021, cash paid amounts included in the measurement of lease liabilities included (in thousands): Year Ended December 31, Lease Payments 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,834 $ 3,505 $ 3,713 Financing cash flows from finance leases $ 419 $ 1,160 $ 439 As of December 31, 2023, future minimum lease payments on operating leases and financing leases and total future minimum lease payments to be received were as follows (in thousands): Operating Leases Finance Leases Sublease Payments to be Received 2024 $ 5,956 $ 639 $ 105 2025 5,323 395 83 2026 5,091 1,370 83 2027 4,942 234 83 2028 4,320 161 76 Thereafter 6,212 1,544 — Total minimum lease payments (receipts) 31,844 4,343 $ 430 Imputed interest (8,510) (1,074) Present value of minimum lease payments $ 23,334 $ 3,269 Our weighted-average remaining lease terms (in years) and discount rates consisted of the following: December 31, 2023 December 31, 2022 December 31, 2021 Lease term and discount rate Weighted-average remaining lease term Operating leases (1) 8.01 8.74 9.34 Finance leases (2) 8.40 8.17 31.49 Weighted-average discount rate Operating leases 8.2 % 5.2 % 5.2 % Finance leases 6.7 % 6.6 % 6.2 % __________________ (1) The weighted-average remaining lease term includes two optional 10 year extension periods for our INSPIRE headquarters in Irving, Texas, as failure to renew the lease would result in INSPIRE incurring significant relocation costs. (2) The weighted-average remaining lease term as of December 31, 2021 included our lease with the City of Marietta which had a lease term through December 31, 2054. On December 16, 2022, Marietta was acquired by Ashford Trust. See note 5. |
Leases | Leases We lease certain office space, warehouse facilities, vehicles and equipment under operating leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one On January 3, 2023, the Company acquired Remington Hotel Corporation (“RHC”), an affiliate owned by the Bennetts, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. Prior to the acquisition, for the years ended December 31, 2022 and 2021, we recorded $3.3 million and $3.4 million, respectively, in rent expense related to our corporate office lease with RHC. See note 19. We additionally lease certain equipment and boat slips which are accounted for as finance leases. Prior to Ashford Trust’s acquisition of Marietta on December 16, 2022, finance lease assets included a lease of a single hotel and convention center property in Marietta, Georgia, from the City of Marietta. The net book value of finance lease assets is included in “property and equipment, net” in our consolidated balance sheets. Amortization of finance lease assets is included in “depreciation and amortization” expense in our consolidated statements of operations. As of December 31, 2023 and 2022, our leased assets and liabilities consisted of the following (in thousands): Leases Classification December 31, 2023 December 31, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 21,193 $ 23,844 Finance lease assets Property and equipment, net 3,081 3,236 Total leased assets $ 24,274 $ 27,080 Liabilities Current Operating Operating lease liabilities $ 4,160 $ 3,868 Finance Finance lease liabilities 437 1,456 Noncurrent Operating Operating lease liabilities 19,174 20,082 Finance Finance lease liabilities 2,832 1,962 Total leased liabilities $ 26,603 $ 27,368 We incurred the following lease costs related to our operating and finance leases (in thousands): Year Ended December 31, Lease Cost Classification 2023 2022 2021 Operating lease cost Rent expense (1) General and administrative $ 6,846 $ 6,060 $ 5,654 Finance lease cost Amortization of leased assets Depreciation and amortization 460 1,624 1,455 Interest on lease liabilities Interest expense 212 2,616 2,727 Total lease cost $ 7,518 $ 10,300 $ 9,836 __________________ (1) The years ended December 31, 2023, 2022 and 2021 include short term lease expense of $917,000, $619,000 and $442,000, respectively. The years ended December 31, 2023, 2022 and 2021 include the following operating and finance lease additions (in thousands): Year Ended December 31, Lease Additions 2023 2022 2021 Operating leases (1) $ 20,438 $ 298 $ 607 Finance leases $ 1,392 $ 903 $ — __________________ (1) The year ended December 31, 2023, includes $17.2 million of operating lease additions which were acquired upon our acquisition of RHC which leases the offices for our corporate headquarters in Dallas, Texas. 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 were eliminated upon consolidation. See note 19. For the years ended December 31, 2023, 2022 and 2021, cash paid amounts included in the measurement of lease liabilities included (in thousands): Year Ended December 31, Lease Payments 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,834 $ 3,505 $ 3,713 Financing cash flows from finance leases $ 419 $ 1,160 $ 439 As of December 31, 2023, future minimum lease payments on operating leases and financing leases and total future minimum lease payments to be received were as follows (in thousands): Operating Leases Finance Leases Sublease Payments to be Received 2024 $ 5,956 $ 639 $ 105 2025 5,323 395 83 2026 5,091 1,370 83 2027 4,942 234 83 2028 4,320 161 76 Thereafter 6,212 1,544 — Total minimum lease payments (receipts) 31,844 4,343 $ 430 Imputed interest (8,510) (1,074) Present value of minimum lease payments $ 23,334 $ 3,269 Our weighted-average remaining lease terms (in years) and discount rates consisted of the following: December 31, 2023 December 31, 2022 December 31, 2021 Lease term and discount rate Weighted-average remaining lease term Operating leases (1) 8.01 8.74 9.34 Finance leases (2) 8.40 8.17 31.49 Weighted-average discount rate Operating leases 8.2 % 5.2 % 5.2 % Finance leases 6.7 % 6.6 % 6.2 % __________________ (1) The weighted-average remaining lease term includes two optional 10 year extension periods for our INSPIRE headquarters in Irving, Texas, as failure to renew the lease would result in INSPIRE incurring significant relocation costs. (2) The weighted-average remaining lease term as of December 31, 2021 included our lease with the City of Marietta which had a lease term through December 31, 2054. On December 16, 2022, Marietta was acquired by Ashford Trust. See note 5. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 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): December 31, 2023 December 31, 2022 Accounts payable $ 18,482 $ 18,841 Accrued payroll expense 31,153 30,626 Accrued vacation expense 2,408 2,418 Accrued interest 444 381 Other accrued expenses 2,350 3,813 Total accounts payable and accrued expenses $ 54,837 $ 56,079 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 December 31, 2023 Assets Investments $ — $ — $ 5,000 (1) $ 5,000 Restricted Investment: Ashford Trust common stock 19 (2) — — 19 Braemar common stock 109 (2) — — 109 Total $ 128 $ — $ 5,000 $ 5,128 Liabilities Contingent consideration $ (1,000) (3) $ — $ (2,920) (4) $ (3,920) Deferred compensation plan (891) — — (891) Total $ (1,891) $ — $ (2,920) $ (4,811) Net $ (1,763) $ — $ 2,080 $ 317 __________________ (1) Represents the fair value of TSGF L.P.’s investment which is reported within “investments” in our consolidated balance sheets. (2) 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, 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. (3) Represents the fair value of the contingent consideration liability related to Alii Nui obtaining the Permit which is reported within “claims liabilities and other” in our consolidated balance sheets. (4) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, of which the current and noncurrent portions are reported within “claims liabilities and other” and “other liabilities”, respectively, in our 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 consolidated balance sheets. The following table presents our roll forward of our Level 3 investments (in thousands): Investments (1) Balance at January 1, 2023 $ — TSGF L.P. investment 5,000 Balance at December 31, 2023 $ 5,000 __________________ (1) TSGF L.P.’s investment is measured at fair value at each reporting period. The Company used the market value approach method when determining the fair value of the investment acquired as of December 31, 2023. As of December 31, 2023, TSGF L.P. held $9.3 million of total assets, which includes TSGF L.P’s investment of $5.0 million and cash and cash equivalents of $4.3 million. The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at January 1, 2022 $ — Acquisition of Chesapeake (1,670) Gains (losses) from fair value adjustments included in earnings (650) Balance at December 31, 2022 (2,320) Gains (losses) from fair value adjustments included in earnings (600) Balance at December 31, 2023 $ (2,920) __________________ (1) The Company measures contingent consideration liabilities related to the Chesapeake acquisition in April of 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 35.55% to 36.42%; (b) a forward - looking risk-free rate, with a range of 4.98% to 5.42%; and (c) a volatility rate of 39.98%. Assets Measured at Fair Value on a Non-recurring Basis Our non-financial assets, such as goodwill, indefinite-lived intangible assets and long-lived assets are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. Goodwill Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. The Company’s reporting units with goodwill balances include Remington, RED and Pure Wellness. No impairment charges related to goodwill were recorded for the years ended December 31, 2023, 2022 or 2021. Indefinite-Lived Intangible Assets During the third quarter of 2021, as a result of the strategic rebranding of our segment formerly known as JSAV to INSPIRE, we performed an impairment test and calculated the fair value of our indefinite-lived JSAV trademarks using the relief-from-royalty method which includes unobservable Level 3 inputs including royalty rates and projected revenues for the time period that the Company is expected to benefit from the trademark. As a result of the evaluation, we recognized intangible asset impairment charges Long-Lived Assets Long-lived assets include property and equipment, finance and operating lease assets, and definite-lived intangible assets which primarily include Remington and Premier management contracts, INSPIRE customer relationships and RED boat slip rights resulting from our acquisitions. No impairment charges related to long-lived assets were recorded for the years ended December 31, 2023, 2022 or 2021. Effect of Fair Value Measured Assets and Liabilities on Our Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized Year Ended December 31, 2023 2022 2021 Assets Unrealized gain (loss) on investment: Ashford Trust common stock (1) $ (20) $ 40 $ — Braemar common stock (1) (5) (67) — Realized gain (loss) on investment: (2) Ashford Trust common stock (73) (109) (336) Braemar common stock (7) 23 (42) Intangible assets, net (3) — — (1,160) Total $ (105) $ (113) $ (1,538) Liabilities Contingent consideration (4) $ (600) $ (650) $ (23) Subsidiary compensation plan (5) (6) 117 (295) Deferred compensation plans (5) 1,959 477 (1,671) Total $ 1,353 $ (56) $ (1,989) Net $ 1,248 $ (169) $ (3,527) __________________ (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. The unrealized gain (loss) on shares is reported within “other income (expense)” in our 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) See above for discussion of impairment. (4) Represents the changes in fair value of our contingent consideration liabilities. The change in the fair value in the years ended December 31, 2023 and 2022 related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake in April of 2022. The change in the year ended December 31, 2021 related to the level of achievement of certain performance targets and stock consideration collars associated with the Company’s previous acquisition of BAV Services, Inc. (“BAV”). Changes in the fair value of contingent consideration are reported within “other” operating expense in our consolidated statements of operations. (5) Reported within “ salaries and benefits 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: December 31, 2023 Equity securities (1) $ 662 $ — $ (534) $ 128 __________________ (1) Distributions of $195,000 of available - for - sale securities occurred in the year ended December 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 | 12 Months Ended |
Dec. 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): December 31, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 128 $ 128 $ 303 $ 303 Investments 5,000 5,000 — — Financial liabilities measured at fair value: Deferred compensation plan $ 891 $ 891 $ 2,849 $ 2,849 Contingent consideration 3,920 3,920 2,320 2,320 Financial assets not measured at fair value: Cash and cash equivalents $ 52,054 $ 52,054 $ 44,390 $ 44,390 Restricted cash 23,216 23,216 37,058 37,058 Accounts receivable, net 26,945 26,945 17,615 17,615 Notes receivable 2,697 2,697 2,041 2,041 Due from affiliates 41 41 463 463 Due from Ashford Trust 18,933 18,933 — — Due from Braemar 714 714 11,828 11,828 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 54,837 $ 54,837 $ 56,079 $ 56,079 Dividends payable 28,508 28,508 27,285 27,285 Due to affiliates — — 15 15 Due to Ashford Trust — — 1,197 1,197 Claims liabilities and other 29,782 29,782 26,547 26,547 Notes payable 141,068 141,068 99,102 99,102 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 liabilities associated with the Company’s acquisition of Chesapeake and Alii Nui are 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 consolidated statements of operations. The Chesapeake liability is considered a Level 3 valuation technique and the Alii Nui liability is considered a Level 1 valuation technique. See note 11. 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 to/from affiliates, due to/from Ashford Trust, due to/from Braemar, notes receivable, accounts payable and accrued expenses and dividends payable . 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. The Company measures TSGF L.P.’s investment at fair value at each reporting period using the market value approach. This is considered a Level 3 valuation technique. See notes 2 and 11. Notes payable. The fair value of notes payable is based on credit spreads on observable transactions of a similar nature and is considered a Level 2 valuation technique. Claims liabilities and other . The Company utilizes the findings of an independent actuary in establishing its liability for losses and loss adjustment expenses related to general liability and workers’ compensation reserves. This is considered a Level 3 valuation technique. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 December 31, 2023, the Company’s remaining commitment to Mr. Welter totaled approximately $1.9 million. MTA Audit — On November 28, 2023, the Tax Administration Service’s Administration of Quintana Roo (the “Mexican Tax Authorities” or the “MTA”) provided preliminary findings verbally from their routine federal income tax and value added tax (“VAT”) audit for INSPIRE’s Mexico subsidiary, INSPIRE Global Event Solutions S DE R.L. DE C.V. (“INSPIRE Mexico”) 2020 tax year. The MTA asserted INSPIRE Mexico omitted certain qualifying revenues and deducted certain non-qualifying expenses from the INSPIRE Mexico 2020 VAT liability and in the INSPIRE Mexico federal income tax return. On January 25, 2024, the MTA issued INSPIRE Mexico a detailed listing of their findings and asserted a tax contingency, including penalties and interest, of $3.9 million. On February 22, 2024, INSPIRE Mexico filed a written response to the MTA contesting the alleged findings. The MTA have up to one year from the Company’s written response to issue their final tax assessment. As of December 31, 2023, the Company has recorded $525,000 as its best estimate of the liability related to the tax contingency. Claims Liabilities — Management believes that its aggregate liabilities for unpaid losses and loss adjustment expenses at period-end for our insurance subsidiary Warwick represents its best estimate, based upon the available data, of the amount necessary to cover the ultimate cost of losses. However, because of the uncertain nature of reserve estimates, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in estimating the liability. As a result, loss experience may not conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly different than the amount indicated in the financial statements. 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. In May of 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class decertified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. 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 December 31, 2023, no amounts have been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters, matters relating to compliance with applicable law (for example, the Americans with Disability Act and similar state laws), and other general matters. The likelihood of loss for these legal proceedings is based on definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Legal costs associated with loss contingencies are expensed as incurred. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow. During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain employee personal information. We have completed an investigation and have identified certain employee information that may have been exposed, but we have not identified that any customer information was exposed. All systems have been restored. We believe that we maintain a sufficient level of insurance coverage related to such events, and the related incremental costs incurred to date are immaterial. In February of 2024, two class action lawsuits were filed related to the cyber incident. The suits are currently pending in the U.S. District Court for the Northern District of Texas. We intend to vigorously defend these matters and do not believe that any potential loss is reasonably estimable at this time. It is reasonably possible that the Company may incur additional costs related to the matter, but we are unable to predict with certainty the ultimate amount or range of potential loss. |
Equity (Deficit)
Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity (Deficit) | Equity (Deficit) Capital Stock —In accordance with Ashford Inc.’s charter, we are authorized to issue 200 million shares of capital stock, consisting of 100 million shares common stock, par value $0.001 per share, 50 million shares blank check common stock, par value $0.001 per share, and 50 million shares preferred stock, par value $0.001 per share, 19,120,000 of which is designated as Series D Convertible Preferred Stock. 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): Year Ended December 31, 2023 2022 2021 (Income) loss attributable to noncontrolling interests: OpenKey $ 809 $ 1,005 $ 799 RED — — (51) Pure Wellness 21 166 (70) TSGF L.P. 50 — — Total net (income) loss attributable to noncontrolling interests $ 880 $ 1,171 $ 678 |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Mezzanine Equity | Mezzanine Equity Redeemable Noncontrolling Interests — Redeemable noncontrolling interests are included in the mezzanine section of our consolidated balance sheets as the ownership interests are redeemable for cash or registered shares outside of the Company’s control. Redeemable noncontrolling interests in Ashford Holdings includes the Series CHP Unit preferred membership interest issued in our acquisition of Chesapeake in April of 2022 and the membership interests of common units and LTIP units. Redeemable noncontrolling interest additionally includes redeemable ownership interests in the common stock of our consolidated subsidiary OpenKey for the year ended December 31, 2021. See also note 2 for tables summarizing the redeemable noncontrolling ownership interests and carrying values. The following table summarizes the net (income) loss attributable to our redeemable noncontrolling interests (in thousands): Year Ended December 31, 2023 2022 2021 Net (income) loss attributable to redeemable noncontrolling interests: Ashford Holdings $ (501) $ (448) $ 63 OpenKey — — 152 Total net (income) loss attributable to redeemable noncontrolling interests $ (501) $ (448) $ 215 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 equal to the priority of the Series D Convertible Preferred Stock holders but senior to 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 years ended December 31, 2023 and 2022 the Company recorded net income attributable to redeemable noncontrolling interests of $688,000 and $489,000, respectively, 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 The Series D Convertible Preferred Stock is only redeemable upon a change in control of the Company by a party other than the Bennetts. The Series D Convertible Preferred Stock is not recorded at its maximum redemption amount as the Series D Convertible Preferred Stock is not currently redeemable and it is not probable the Series D Convertible Preferred Stock will become redeemable in the future. As of December 31, 2023, the Company had aggregate undeclared preferred stock dividends of approximately $28.5 million, which relates to the second and fourth quarters of 2021 and the fourth quarter of 2023. On each of April 14, 2023, July 12, 2023 and October 11, 2023 the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first, second and third quarters of 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 $28.5 million and $27.1 million at December 31, 2023 and 2022, respectively, are recorded as a liability in our consolidated balance sheets as “dividends payable.” Convertible preferred stock cumulative dividends declared during the years ended December 31, 2023, 2022 and 2021 for all issued and outstanding shares were as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Preferred dividends - declared $ 26,099 $ 52,618 $ 16,706 Preferred dividends per share - declared $ 1.3650 $ 2.7520 $ 0.8737 Aggregate undeclared convertible preferred stock cumulative dividends (in thousands, except per share amounts): December 31, 2023 December 31, 2022 Aggregate preferred dividends - undeclared $ 28,508 $ 18,414 Aggregate preferred dividends - undeclared per share $ 1.4910 $ 0.9631 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Under our 2014 Incentive Plan, we are authorized to grant 3,173,812 incentive stock awards in the form of shares of our common stock or securities convertible into shares of our common stock. As of December 31, 2023, 593,082 incentive stock award shares were available for future issuance under the 2014 Incentive Plan. As defined by the 2014 Incentive Plan, authorized shares automatically increase on January 1 of each year in an amount equal to 15% of the sum of (i) the fully diluted share count and (ii) the shares of common stock reserved for issuance under the Company’s deferred compensation plan less shares available under the 2014 Incentive Plan as of December 31 of the previous year. Pursuant to the plan, we have 750,949 shares of our common stock, or securities convertible into 750,949 shares of our common stock, available for issuance under our 2014 Incentive Plan, as of January 1, 2024. 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 years ended December 31, 2023, 2022 and 2021 are presented below by award type (in thousands): Year Ended December 31, 2023 2022 2021 Equity-based compensation Class 2 LTIP Units and stock option amortization (1) $ 130 $ 1,398 $ 2,641 Employee LTIP Units and equity grant expense (2) 1,729 2,135 1,217 Director and other non-employee equity grants expense (3) 553 512 695 Total equity-based compensation $ 2,412 $ 4,045 $ 4,553 Other equity-based compensation REIT equity-based compensation (4) $ 12,196 $ 16,107 $ 19,098 $ 14,608 $ 20,152 $ 23,651 ________ (1) As of December 31, 2023, the Company had approximately $156,000 of total unrecognized compensation expense related to the Class 2 LTIP Units that will be recognized over a weighted average period of 1.2 years. The Company did not grant or modify any stock option grants or Class 2 LTIP Units during the years ended December 31, 2023 and 2021. The year ended December 31, 2022 includes total compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP Units (defined below), respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP Unit awards to December 2025. No other modifications were made to the original grant terms. (2) As of December 31, 2023, the Company had approximately $2.5 million of total unrecognized compensation expense related to restricted shares and LTIP Units (defined below) that will be recognized over a weighted average period of 1.6 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. As of December 31, 2023, we had outstanding equity-based compensation awards as follows: Stock Options —The Company did not grant or modify any stock option grants during the years ended December 31, 2023 and 2021. During the year ended December 31, 2022, we modified 74,000 fully vested stock options to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options to December 2025 which resulted in $313,000 of expense recognized on the extension date due to the increase in the fair value of the stock options. No other modifications were made to the original grant terms. A summary of stock option activity is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value of In-the (In thousands) (per option) (In years) (In thousands) Outstanding, January 1, 2021 1,434 $ 67.26 5.67 $ — Forfeited, canceled or expired (3) 69.51 7.67 — Conversions to Class 2 LTIP Units (631) 62.72 4.80 — Outstanding, December 31, 2021 800 70.84 4.56 — Forfeited, canceled or expired (76) 85.97 — — Conversions to Class 2 LTIP Units (150) 71.06 4.88 — Outstanding, December 31, 2022 574 68.78 4.39 — Outstanding, December 31, 2023 574 68.78 3.39 — Options exercisable at December 31, 2023 574 $ 68.78 3.39 $ — The aggregate intrinsic value represents the difference between the exercise price of the stock options and the quoted closing common stock price as of the end of the period. At December 31, 2023, the Company did not have any remaining unrecognized compensation expense related to stock options. Class 2 LTIP Units —On September 10, 2021, the independent members of the Board of Directors of the Company approved Amendment No. 1 (the “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement of Ashford Hospitality Holdings LLC (a subsidiary operating partnership of the Company), dated as of November 6, 2019 (the “LLC Agreement”). The purpose of the Amendment is to create a new class of Class 2 Long-Term Incentive Partnership Units (the “Class 2 LTIP Units”) in Ashford Hospitality Holdings LLC (“AHH”), which replicate the economics of a stock option granted by the Company by converting (prior to the applicable final conversion date) into a number of long-term incentive partnership units (the “LTIP Units”) in AHH based on the appreciation in a share of the Company’s common stock over the issue price of the applicable Class 2 LTIP Unit. LTIP Units are in turn convertible into common limited partnership units of AHH, which are themselves redeemable for cash or convertible into shares of the Company’s common stock on a 1-for-1 basis at the sole option of the Company. The Amendment was approved in order to provide certain executives of the Company the opportunity to substitute historical stock options granted by the Company with Class 2 LTIP Units awarded under the Company’s 2014 Incentive Plan, as amended, with such Class 2 LTIP Units having an issue price equal to the exercise price of the applicable substituted option, the same vesting conditions as the applicable substituted option and a final conversion date that is the same as the expiration date of the applicable substituted option. There is no incremental expense recognized upon conversion as the fair value of the Class 2 LTIP Units and the applicable substituted options are the same. The Company did not grant or modify any Class 2 LTIP Units during the year ended December 31, 2023. During the year ended December 31, 2022, certain executives converted 150,000 fully vested stock options to Class 2 LTIP Units. The fully vested stock options were granted in December 2014 and expired in December 2022 under the original grant terms. Subsequent to the conversion of the stock options to Class 2 LTIP Units, the 150,000 Class 2 LTIP Units were modified to extend the expiration date from December 2022 to December 2025. The extension of the expiration date resulted in $634,000 of expense recognized on the extension date due to the increase in the fair value of the Class 2 LTIP Units. No other modifications were made to the original grant terms. During the year ended December 31, 2022, 48,000 Class 2 LTIP Units were granted to an executive officer of the Company with a grant date fair value of $390,000. The Class 2 LTIP Units vest three years from the grant date with a maximum option term of ten years. The fair value of each Class 2 LTIP Unit granted is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used to value the Class 2 LTIP Units granted in the year ended December 31, 2022 are detailed below: Year Ended December 31, 2022 Grant date fair value $ 8.10 Assumptions used: Expected volatility 75.2 % Expected term (in years) 6.5 Risk-free interest rate 2.2 % Expected dividend yield — % A summary of Class 2 LTIP Unit activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value of In-the (In thousands) (per share) (In years) (In thousands) Outstanding, January 1, 2021 — $ — — $ — Conversions from stock options 631 62.72 4.80 — Outstanding, December 31, 2021 631 62.72 4.80 — Granted 48 45.00 9.21 — Conversions from stock options 150 71.06 4.88 — Outstanding, December 31, 2022 829 63.20 4.63 — Outstanding, December 31, 2023 829 63.20 3.63 — Class 2 LTIP Units exercisable at December 31, 2023 781 $ 60.59 3.16 $ — The aggregate intrinsic value represents the difference between the exercise price of the Class 2 LTIP Units and the quoted closing common stock price as of the end of the period. At December 31, 2023, the Company had approximately $156,000 of total unrecognized compensation expense, related to Class 2 LTIP Units that will be recognized over the weighted average period of 1.2 years. Restricted Stock —A summary of our restricted stock activity, as it relates to equity-based compensation, is as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Restricted Shares Weighted Average Weighted Average Fair Value Restricted Shares Weighted Average Weighted Average Fair Value Restricted Shares Weighted Average Weighted Average Fair Value Outstanding at beginning of year 228 $ 12.25 $ 2,793 303 $ 9.93 $ 3,009 241 $ 10.45 $ 2,518 Restricted shares granted (1) 136 13.18 1,792 109 15.96 1,740 172 9.03 1,553 Restricted shares vested (153) 11.13 1,703 (177) 10.54 1,866 (107) 9.19 983 Restricted shares forfeited (3) 14.33 43 (7) 13.44 94 (3) 9.87 30 Outstanding at end of year 208 $ 13.64 $ 2,837 228 $ 12.25 $ 2,793 303 $ 9.93 $ 3,009 ________ (1) Equity-based compensation expense of $672,000, $1.0 million and $580,000 was recognized in connection with stock grants of 136,000, 109,000 and 172,000 to our employees and independent directors for the years ended December 31, 2023, 2022 and 2021, respectively. LTIP Units —Under our 2014 Incentive Plan, we are authorized to grant LTIP awards to certain executives and employees as compensation which have a vesting period of three years. All LTIP Units are convertible into common shares of AHH at a 1:1 ratio upon vesting. A summary of our LTIP Unit activity, as it relates to equity-based compensation, is as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 LTIPs Weighted Average Weighted Average Fair Value LTIPs Weighted Average Weighted Average Fair Value Outstanding at beginning of year 39 $ 16.14 $ 629 — $ — $ — LTIPs granted (1) 41 13.59 557 39 16.14 629 LTIPs vested (13) 16.14 210 — — — Outstanding at end of year 67 $ 14.57 $ 976 39 $ 16.14 $ 629 ________ (1) Equity-based compensation expense of $364,000 and $164,000 was recognized in connection with the grants of 41,000 and 39,000 LTIP Units for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, 13,000 LTIP Units were vested and the Company had approximately $656,000 of total unrecognized compensation expense related to LTIP Units. Deferred Stock Units —Beginning in 2019 under our existing 2014 Incentive Plan, our independent directors may elect to receive Deferred Stock Units (“DSU”) which allows deferral of immediate vesting common shares granted in the period until the earlier of the end of the director’s service or a change of control in the Company. DSUs are fully vested as of the grant date and may only be settled in the Company’s common stock. A summary of our DSU activity, as it relates to equity-based compensation, is as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 DSUs Weighted Average Weighted Average Fair Value DSUs Weighted Average Weighted Average Fair Value DSUs Weighted Average Weighted Average Fair Value Outstanding at beginning of year 82 $ 10.76 $ 882 66 $ 9.68 $ 639 43 $ 9.67 $ 416 DSUs granted (1) 30 10.79 324 16 15.27 244 23 9.70 223 Outstanding at end of year 112 $ 10.63 $ 1,191 82 $ 10.76 $ 882 66 $ 9.68 $ 639 ________ (1) Equity-based compensation expense of $320,000, $225,000 and $225,000 was recognized in connection with grants of 30,000, 16,000 and 23,000 immediately vested DSUs to our independent directors for each of the years ended December 31, 2023, 2022 and 2021, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans 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 consolidated statements of operations. The following table summarizes the DCP activity (in thousands): Year Ended December 31, 2023 2022 2021 Change in fair value Unrealized gain (loss) $ 1,959 $ 477 $ (1,671) Distributions Fair value (1) $ — $ — $ 51 Shares (1) — — 3 ________ (1) Distributions made to one participant. As of December 31, 2023 and December 31, 2022, the carrying value of the DCP liability was $891,000 and $2.8 million, respectively. No distributions were made to any participant during the years ended December 31, 2023 and 2022. 401(k) Plan —Ashford LLC and our consolidated subsidiaries sponsor 401(k) Plans. The 401(k) Plans are qualified defined contribution retirement plans that cover employees 21 years of age or older who have completed three months of service. The 401(k) Plans allow eligible employees to contribute, subject to Internal Revenue Service imposed limitations, to various investment funds. The Company and our consolidated subsidiaries make matching cash contributions equal to 100% of up to the first 3% of an employee’s eligible compensation contributed to the respective 401(k) Plan and cash contributions equal to 50% of up to the next 2% of an employee’s eligible compensation contributed to the respective 401(k) Plan. Both participant contributions and company matches vest immediately. For the years ended December 31, 2023, 2022 and 2021, “salaries and benefits” expense on our consolidated statements of operations included matching expense of $4.3 million, $2.8 million and $0, |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table reconciles the income tax (expense) benefit at statutory rates to the actual income tax (expense) benefit recorded (in thousands): Year Ended December 31, 2023 2022 2021 Income tax (expense) benefit at federal statutory income tax rate $ 1,166 $ (2,422) $ 2,261 State income tax (expense) benefit, net of federal income tax benefit 6 (1,453) 437 Foreign income tax expense (1,099) (1,470) (426) Income (loss) passed through to common unit holders and noncontrolling interests (125) 58 (32) Permanent differences (2,177) (203) (1,086) Valuation allowance 1,969 (1,094) (860) Uncertain tax position (61) (917) — Stock compensation expense 361 (741) — Other 504 (288) (132) Total income tax (expense) benefit $ 544 $ (8,530) $ 162 The U.S. and foreign components of income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ (9,819) $ 4,664 $ (11,718) Foreign 4,268 6,789 738 Total income (loss) before income taxes $ (5,551) $ 11,453 $ (10,980) The components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ (888) $ (7,928) $ (4,192) Foreign (1,475) (2,031) (223) State (1,374) (2,829) (479) Total current (3,737) (12,788) (4,894) Deferred: Federal 14 5,301 4,081 Foreign 3,181 (125) (203) State 1,086 (918) 1,178 Total deferred 4,281 4,258 5,056 Total income tax (expense) benefit $ 544 $ (8,530) $ 162 Penalties of $6,000, $20,000 and interest of $32,000 were paid to taxing authorities for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023 and 2022, our net deferred tax asset (liability) and related valuation allowance on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets Investments in unconsolidated entities and joint ventures $ 161 $ 136 Capitalized acquisition costs 4,431 5,618 Deferred compensation 198 711 Accrued expenses 7,014 2,453 Equity-based compensation 10,748 10,881 Deferred revenue 887 930 Net operating loss carryover 8,483 6,911 Charitable contributions carryover 580 — Total gross deferred tax assets 32,502 27,640 Less: Valuation allowance (6,126) (7,774) Total deferred tax assets, net of valuation allowance (1) 26,376 19,866 Deferred tax liabilities Prepaid expenses (872) (709) Property and equipment (5,025) (4,297) Intangibles (39,951) (42,733) Investment in insurance subsidiary (5,687) — Total deferred tax liabilities (51,535) (47,739) Total net deferred tax assets (liabilities) $ (25,159) $ (27,873) ________ (1) Includes $4.4 million of deferred tax assets presented in our consolidated balance sheet as of December 31, 2023, of which $3.2 million and $1.2 million of deferred tax assets are assigned to our INSPIRE Mexico and Warwick subsidiaries, respectively. At December 31, 2023, the Company had federal net operating loss carryforwards of approximately $26.2 million, primarily related to the separate company filing for OpenKey. These NOLs are only available to reduce future federal tax liabilities at each separate entity. If unused, $5.9 million of the OpenKey federal net operating loss carryforwards expire in tax year beginning in 2036, with all other federal net operating losses having an indefinite carryforward period. At December 31, 2023, the Company also had state net operating loss carryforwards of $3.2 million with, $3.2 million of these loss carryforwards only available to OpenKey. The Company had foreign net operating loss carryforwards of $9.6 million related primarily to its operations in the U.S. Virgin Islands. We evaluate the recoverability of our deferred tax assets quarterly to determine if valuation allowances are required or should be adjusted. We assess whether valuation allowances should be established against deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. The analysis utilized in determining the valuation allowance involves considerable judgment and assumptions. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. At December 31, 2023, there is a full valuation allowance on the deferred tax assets related to OpenKey totaling $6.1 million. During 2023, the valuation allowance of $2.6 million related to INSPIRE Mexico was reversed due to positive evidence that the deferred tax asset balances will be realized in future years. A reconciliation of the unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 1,161 $ — $ — Gross increases for tax positions of prior years 77 1,161 — Balance at the end of year $ 1,238 $ 1,161 $ — The total amount of unrecognized tax benefits that could affect the Company’s effective tax rate if recognized was $978,000, net of federal benefit, as of December 31, 2023. The Company’s policy is to record penalty and interest as a component of income tax expense. See note 2. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 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. Unless otherwise noted, the activity of Ashford Trust includes Stirling OP. 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”). The base fee is paid monthly calculated as 1/12 th of 0.70% of Ashford Trust’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our advisory agreement, subject to a minimum monthly base fee. We are also entitled to an incentive advisory fee that is measured annually in each year that Ashford Trust’s annual total stockholder return exceeds the average annual total stockholder return for Ashford Trust’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. Reimbursement for overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly to Ashford Trust based on a pro rata allocation as determined by the ratio of Ashford Trust’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Braemar. We also record cost reimbursement revenue for equity grants of Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the grant date fair value of the award in proportion to the requisite service period satisfied during the period, as well as an offsetting expense in an equal amount included in “reimbursed expenses.” On March 12, 2024, we entered into the Third Amended and Restated Advisory Agreement with Ashford Trust (the “Third Amended and Restated Advisory Agreement”). The Third Amended and Restated Advisory Agreement amends and restates the terms of the Second Amended and Restated Advisory Agreement, dated January 14, 2021, to, among other items: (i) require Ashford Trust pay the advisor the Portfolio Company Fee (as defined in the Third Amended and Restated Advisory Agreement) upon certain specified defaults under Ashford Trust’s loan agreements resulting in the foreclosure of Ashford Trust’s hotel properties, (ii) provide that there shall be no additional payments to the advisor from the amendments to the master hotel management agreement between Ashford Trust and Remington Hospitality and the master project management agreement between Ashford Trust and Premier until Ashford Trust’s Oaktree Credit Agreement is paid in full, and limits, for a period of two years thereafter, the incremental financial impact to no more than $2 million per year in additional payments to the advisor from such amendments, (iii) reduces the Consolidated Tangible Net Worth covenant (as defined in the Third Amended and Restated Advisory Agreement) to $750 million (plus 75% of net equity proceeds received) from $1 billion (plus 75% of net equity proceeds received), (iv) revise the criteria that would constitute a Company Change of Control (as defined in the Third Amended and Restated Advisory Agreement), (v) revise the definition of termination fee to provide for a minimum amount of such termination fee and (vi) revise the criteria that would constitute a voting control event. As of December 2023, we are a party to an advisory agreement with Stirling and Stirling’s subsidiary Stirling OP. The base fee is paid monthly calculated as 1.25% of the aggregate net asset value (“NAV”) of Stirling’s common shares and Stirling OP’s units, excluding Stirling’s Class E Common Shares (the “Class E Common Shares”) and Stirling OP’s Class E Units (the “Class E Units”), before giving effect to any accruals for any fees or distributions. The base fee may be paid, at the Company’s election, in cash or cash equivalent aggregate NAV amounts of Class E Common Shares or Class E Units. If the Company elects to receive any portion of its base fee in Class E Common Shares or Class E Units, the Company may elect to have Stirling repurchase such Class E Common Shares or Class E Units from the Company at a later date at a repurchase price per Class E Common Share or Class E Unit, as applicable, equal to the NAV per Class E Common Share. As long as the advisory agreement is not terminated, the Company holds a performance participation interest in Stirling OP that entitles it to receive an allocation from Stirling OP equal to 12.5% of the total return on certain classes of Stirling OP’s units, subject to certain terms. The Company may allocate up to 50% of the performance participation interest to its employees. Premier is party to master project management agreements with Ashford Trust OP and certain of its affiliates and, as of December 2023, Stirling OP and certain of its affiliates to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Ashford Trust and Stirling. On March 12, 2024, Premier entered into an Amended and Restated Master Project Management Agreement with Ashford Hospitality Limited Partnership (the “A&R PMA”). The provisions of the A&R PMA are substantially the same as the Master Project Management Agreement, dated as of August 8, 2018. The A&R PMA provides for an initial term of ten years as to each hotel governed by the A&R PMA. The term may be renewed by Premier, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years, provided that at the time the option to renew is exercised, Premier is not then in default under the A&R PMA. The A&R PMA also (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee to be paid on a development, together with (and not in lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8%. Remington is party to a master hotel management agreement with Ashford Trust and certain of its affiliates to provide hotel management services. Remington additionally managed three of Stirling OP’s properties. Ashford Trust pays the Company a monthly hotel management fee equal to the greater of approximately $17,000 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. On March 12, 2024, Remington entered into a Second Consolidated, Amended and Restated Hotel Master Management Agreement with Ashford TRS Corporation (the “ Second A&R HMA ”). The provisions of the Second A&R HMA are substantially the same as in the Consolidated, Amended and Restated Hotel Master Management Agreement, dated as of August 8, 2018. The Second A&R HMA provides for an initial term of ten years as to each hotel governed by the Second A&R HMA. The term may be renewed by Remington, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years, provided that at the time the option to renew is exercised, Remington is not then in default under the Second A&R HMA. The Second A&R HMA also provides that Remington may charge market premiums for its self-insured health plans to its hotel employees, the cost of which is an operating expense of the hotel properties. 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 terminates. The Ashford Trust Agreement terminated effective April 6, 2022. For the years ended December 2023, 2022 and 2021, the Company recognized revenue of $0, $2.4 million and $10.3 million, respectively, under the Ashford Trust Agreement. Revenue recognized for the year ended December 31, 2021 includes a $1.2 million cumulative catch-up adjustment to revenue which was previously considered constrained. As of December 31, 2023 and 2022, the Company did not have any deferred income related to the Ashford Trust Agreement. During the year ended December 31, 2023, Lismore entered into various 12-month agreements with Ashford Trust to seek modifications or refinancings of certain mortgage loans held by Ashford Trust. For the year ended December 31, 2023, Lismore recognized approximately $748,000 in revenue under the agreement. As of December 31, 2023, the Company had $183,000 of deferred income recorded related to these agreements. The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Year Ended December 31, 2023 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 33,176 $ 34,802 $ 36,239 Hotel management fees: Base management fees 25,469 23,873 17,819 Incentive management fees 4,963 6,066 4,180 Total hotel management fees revenue (1) 30,432 29,939 21,999 Design and construction fees revenue (2) 15,911 11,601 4,032 Other revenue: Watersports, ferry and excursion services (4) 68 217 — Debt placement and related fees (5) 2,261 3,282 11,381 Premiums earned (6) 142 — — Cash management fees (7) 139 97 — Claims management services (8) 9 17 74 Other services (9) 1,561 1,438 1,628 Total other revenue 4,180 5,051 13,083 Cost reimbursement revenue 278,731 244,148 162,920 Total revenues $ 362,430 $ 325,541 $ 238,273 REVENUES BY SEGMENT (10) Advisory $ 47,625 $ 48,859 $ 51,726 Remington 282,533 255,387 167,600 Premier 22,961 18,776 5,939 INSPIRE 111 85 — RED 117 231 — OpenKey 119 123 119 Corporate and other (11) 8,964 2,080 12,889 Total revenues $ 362,430 $ 325,541 $ 238,273 COST OF REVENUES Cost of revenues for audio visual (3) $ 9,841 $ 7,663 $ 2,969 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenue from guests at REIT properties (3) $ 22,878 $ 18,183 $ 6,734 Watersports, ferry and excursion services revenue from guests at REIT properties (4) 171 190 545 ________ (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 and RED primarily contract directly with 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 Ashford Trust, 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. (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) Premiums earned is recognized by our insurance subsidiary, Warwick, from general liability and workers’ compensation insurance premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy. (7) 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. (8) Claims management services include revenue earned from providing insurance claim assessment and administration services. (9) 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. (10) See note 21 for discussion of segment reporting. (11) 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. The following table summarizes amounts due (to) from Ashford Trust, net at December 31, 2023 and 2022 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): December 31, 2023 December 31, 2022 Ashford LLC $ 8,656 $ (4,002) Remington 5,134 (2,015) Premier 3,391 2,475 INSPIRE 1,495 1,718 RED 12 5 OpenKey 10 (35) Pure Wellness 235 657 Due (to) from Ashford Trust $ 18,933 $ (1,197) 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”). The base fee is paid monthly calculated as 1/12 th of 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our advisory agreement, subject to a minimum monthly base fee. Reimbursement for overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly to Braemar based on a pro rata allocation as determined by the ratio of Braemar’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Braemar. We also record cost reimbursement revenue for equity grants of Braemar common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the grant date fair value of the award in proportion to the requisite service period satisfied during the period, as well as an offsetting expense in an equal amount included in “reimbursed expenses.” We are also entitled to an incentive advisory fee that is measured annually in each year that Braemar’s annual total stockholder return exceeds the average annual total stockholder return for Braemar’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. 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. Subsequent to December 31, 2023, the agreement was amended resulting in fees under the agreement being payable monthly as the service is delivered based on percentage complete, as reasonably determined by Premier for each service, or payable as set forth in other agreements. 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 $17,000 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. On March 20, 2020, Lismore entered into an agreement with Braemar to negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels (the “Braemar Agreement”). The Braemar Agreement terminated effective March 20, 2021. For the years ended December 31, 2023, 2022 and 2021, the Company recognized revenue of $0, $0 and $853,000, respectively, related to the Braemar Agreement. As of December 31, 2023 and 2022, the Company did not have any deferred income related to the Braemar Agreement. During the year ended December 31, 2023, Lismore entered into a 12-month agreement with Braemar to seek modifications or refinancings of certain mortgage debt held by Braemar. For the year ended December 31, 2023, Lismore recognized approximately $312,000 in revenue under the agreement. As of December 31, 2023, the Company had $52,000 of deferred income recorded related to the agreement. The following table summarizes the revenues and expenses related to Braemar (in thousands): Year Ended December 31, 2023 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 13,983 $ 12,790 $ 10,806 Incentive advisory fees (1) 268 268 — Other advisory revenue (2) 521 521 521 Total advisory services fees revenue 14,772 13,579 11,327 Hotel management fees: Base management fees 2,471 2,959 2,304 Incentive management fees — 786 612 Total hotel management fees revenue (3) 2,471 3,745 2,916 Design and construction fees revenue (4) 7,800 7,365 2,230 Other revenue: Watersports, ferry and excursion services (6) 2,314 2,293 2,605 Debt placement and related fees (7) 2,373 940 1,003 Premiums earned (8) 21 — — Cash management fees (9) 117 38 — Claims management services (10) 3 3 7 Other services (11) 248 166 192 Total other revenue 5,076 3,440 3,807 Cost reimbursement revenue 52,929 57,396 30,394 Total revenues $ 83,048 $ 85,525 $ 50,674 REVENUES BY SEGMENT (12) Advisory $ 31,334 $ 28,486 $ 22,911 Remington 27,577 28,181 18,345 Premier 12,652 9,875 3,009 INSPIRE 101 72 — RED 2,356 2,304 2,605 OpenKey 38 38 38 Corporate and other (13) 8,990 16,569 3,766 Total revenues $ 83,048 $ 85,525 $ 50,674 COST OF REVENUES (5) Cost of revenues for audio visual $ 4,371 $ 3,842 $ 998 Other 1,950 1,153 421 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 10,829 $ 9,384 $ 2,175 Watersports, ferry and excursion services revenue from guests at REIT properties (5) 2,894 2,132 2,117 ________ (1) The incentive advisory fees for the years ended December 31, 2023 and 2022 includes the pro rata portion of the second year and first year installment, respectively, of the 2022 incentive advisory fee. 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 2023 and 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) Premiums earned is recognized by our insurance subsidiary, Warwick, from general liability and workers’ compensation insurance premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy. (9) Cash management fees include revenue earned by providing active management and investment of Braemar’s excess cash in short-term U.S. Treasury securities. (10) Claims management services include revenue earned from providing insurance claim assessment and administration services. (11) 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. (12) See note 21 for discussion of segment reporting. (13) 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. The following table summarizes amounts due (to) from Braemar, net at December 31, 2023 and 2022 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): December 31, 2023 December 31, 2022 Ashford LLC $ (2,433) $ 7,253 Remington 173 (69) Premier 2,177 3,443 INSPIRE 599 917 RED 193 193 OpenKey 5 8 Pure Wellness — 83 Due (to) from Braemar $ 714 $ 11,828 Ashford Securities — On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”, and as further amended from time to time, the “Contribution Agreement”) was entered into by the Company, Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) 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 earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023, there was a true up (the “Amended and Restated True-Up Date”) among the Parties whereby the actual amount contributed by each Party was 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 Company entered into a Third Amended and Restated Contribution Agreement, which provided that after the Amended and Restated True-Up Date, capital contributions for the remainder of fiscal year 2023 would be divided between each Party based on the Initial True-Up Ratio, there would be a true up reflecting amounts raised by Ashford Securities since June 10, 2019, and thereafter, the capital contributions would be divided among each Party in accordance the cumulative ratio of capital raised by the Parties. However, effective January 1, 2024, the Company entered into a Fourth Amended and Restated Contribution Agreement with Ashford Trust and Braemar which states that, notwithstanding anything in the prior contribution agreements: (1) the Parties equally split responsibility for all aggregate contributions made by them to Ashford Securities through September 30, 2021 and (2) thereafter, their contributions for each quarter will be based on the ratio of the amounts raised by each Party through Ashford Securities the prior quarter compared to the total aggregate amount raised by the Parties through Ashford Securities the prior quarter. To the extent contributions made by any of the Parties through December 31, 2023 differed from the amounts owed pursuant to the foregoing, the Parties shall make true up payments to each other to settle the difference. On January 25, 2024, Ashford Trust paid the Company $3.2 million for Ashford Trust’s portion of their contributions to fund Ashford Securities as calculated under the 2023 year-end true-up pursuant to the Third Amended and Restated Contribution Agreement. On the same day, the Company paid Braemar $3.5 million which consisted of $293,000 and $3.2 million for the Company’s and Ashford Trust’s portion of their contributions to fund Ashford Securities, respectively, which were owed to Braemar as calculated under the 2023 year-end true-up pursuant to the Third Amended and Restated Contribution Agreement. As of December 31, 2023, Ashford Trust and Braemar had funded approximately $179,000 and $20.9 million, respectively. The Company recognized cost reimbursement revenue from Ashford Trust in our consolidated statements of operations of $5.1 million and $0 for the years ended December 31, 2023 and 2021, respectively, and recognized a reduction to cost reimbursement revenue of $2.5 million for the year ended December 31, 2022. The Company recognized cost reimbursement revenue from Braemar in our consolidated statements of operations of $6.4 million, $15.5 million and $2.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Cost reimbursement revenue for the year ended December 31, 2023 includes $1.8 million and $2.0 million of dealer manager fees earned by Ashford Securities for the placement of non-listed preferred equity offerings of Ashford Trust and Braemar, respectively. ERFP Commitments — On June 26, 2018, the Company entered into an Enhanced Return Funding Program Agreement with Ashford Trust (the “Ashford Trust ERFP Agreement”). The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. On January 15, 2019, the Company entered into the Braemar ERFP Agreement (collectively with the Ashford Trust ERFP Agreement, the “ERFP Agreements”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the ERFP Agreements, the Company agreed to provide $50 million (each, an “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company paid each REIT 10% of each acquired hotel’s purchase price in exchange for furniture, fixtures and equipment (“FF&E”) at a property owned by such REIT, which were subsequently leased by us to such REIT rent-free. The ERFP Agreements required that the Company acquire the related FF&E either at the time of the property acquisition or at any time generally within two years of the respective REITs’ acquisition of the hotel property. The Company recognized the related depreciation tax deduction at the time such FF&E was purchased by the Company and placed into service at the respective REIT’s hotel properties. On March 13, 2020, the Company entered into an Extension Agreement related to the Ashford Trust ERFP Agreement. Under the terms of the Extension Agreement, the deadline to fund the remaining ERFP commitment under the Ashford Trust ERFP Agreement of $11.4 million, was extended from January 22, 2021 to December 31, 2022. On April 20, 2021, the Company received written notice from Ashford Trust of Ashford Trust’s intention not to renew the Ashford Trust ERFP Agreement. As a result, the Ashford Trust ERFP Agreement terminated in accordance with its terms on June 26, 2021. The expiration of the Ashford Trust ERFP Agreement had no impact on the Extension Agreement which continued in full force until December 16, 2022, when Ashford Trust acquired all of the equity interests in Marietta and, in exchange, forgave, cancelled and discharged in full the outstanding $11.4 million ERFP commitment. See note 5. On November 8, 2021, the Company deliv |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 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): Year Ended December 31, 2023 2022 2021 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (4,628) $ 3,646 $ (9,925) Less: Dividends on preferred stock, declared and undeclared (1) (36,193) (36,458) (35,000) Less: Amortization of preferred stock discount — — (1,053) Undistributed net income (loss) allocated to common stockholders (40,821) (32,812) (45,978) Distributed and undistributed net income (loss) - basic $ (40,821) $ (32,812) $ (45,978) Effect of deferred compensation plan (1,995) — — Distributed and undistributed net income (loss) - diluted $ (42,816) $ (32,812) $ (45,978) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 3,079 2,915 2,756 Effect of deferred compensation plan shares 49 — — Weighted average common shares outstanding – diluted 3,128 2,915 2,756 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (13.26) $ (11.26) $ (16.68) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (13.69) $ (11.26) $ (16.68) ________ (1) Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note 15. Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2023 2022 2021 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ 501 $ 448 $ (63) Net income (loss) attributable to subsidiary convertible interests 757 — (152) Dividends on preferred stock, declared and undeclared 36,193 36,458 35,000 Amortization of preferred stock discount — — 1,053 Total $ 37,451 $ 36,906 $ 35,838 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 17 92 124 Effect of assumed conversion of Ashford Holdings units 96 65 4 Effect of conversion of subsidiary interests 436 117 145 Effect of assumed conversion of preferred stock 4,241 4,272 4,265 Total 4,790 4,546 4,538 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company identifies its segments based on the products and services each segment provides. Our operating segments include: (a) 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; (g) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality and commercial office industry; and (h) Warwick, which provides insurance policy coverages primarily for general liability and workers’ compensation claims. For 2023, Premier, OpenKey, RED, Pure Wellness and Warwick 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: Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Pure Wellness, Warwick and, for the years ended December 31, 2022 and 2021, 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. The Company considers its chief executive officer to be its chief operating decision maker (“CODM”). The CODM regularly reviews operating results for the purpose of assessing performance and making decisions about resource allocation. Our CODM’s 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. Certain information concerning our segments for the years ended December 31, 2023, 2022 and 2021 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. Year Ended December 31, 2023 Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 47,948 $ — $ — $ — $ — $ — $ — $ 47,948 Hotel management fees — 52,561 — — — — — 52,561 Design and construction fees — — 27,740 — — — — 27,740 Audio visual — — — 148,617 — — — 148,617 Other 268 41 — — 34,058 1,586 7,480 43,433 Cost reimbursement revenue (1) 30,744 371,720 12,207 212 92 — 11,521 426,496 Total revenues 78,960 424,322 39,947 148,829 34,150 1,586 19,001 746,795 EXPENSES Depreciation and amortization 1,353 11,861 11,527 1,920 1,109 12 440 28,222 Other operating expenses (2) 2,898 32,825 18,354 139,246 32,273 4,979 53,546 284,121 Reimbursed expenses (1) 30,673 371,720 12,207 212 92 — 11,603 426,507 Total operating expenses 34,924 416,406 42,088 141,378 33,474 4,991 65,589 738,850 OPERATING INCOME (LOSS) 44,036 7,916 (2,141) 7,451 676 (3,405) (46,588) 7,945 Equity in earnings (loss) of unconsolidated entities — — — — — — (702) (702) Interest expense — — — (1,818) (1,625) (21) (10,744) (14,208) Amortization of loan costs — — — (164) (41) — (846) (1,051) Interest income — 122 — — — — 1,676 1,798 Realized gain (loss) on investments — (80) — — — — — (80) Other income (expense) — (24) — 479 402 (64) (46) 747 INCOME (LOSS) BEFORE INCOME TAXES 44,036 7,934 (2,141) 5,948 (588) (3,490) (57,250) (5,551) Income tax (expense) benefit (10,571) (1,453) 519 (487) 304 — 12,232 544 NET INCOME (LOSS) $ 33,465 $ 6,481 $ (1,622) $ 5,461 $ (284) $ (3,490) $ (45,018) $ (5,007) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $12.9 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. Year Ended December 31, 2022 Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 48,381 $ — $ — $ — $ — $ — $ — $ 48,381 Hotel management fees — 46,548 — — — — — 46,548 Design and construction fees — — 22,167 — — — — 22,167 Audio visual — — — 121,261 — — — 121,261 Other 157 181 — — 26,309 1,480 16,185 44,312 Cost reimbursement revenue (1) 28,809 309,706 10,080 157 26 4 12,981 361,763 Total revenues 77,347 356,435 32,247 121,418 26,335 1,484 29,166 644,432 EXPENSES Depreciation and amortization 3,410 12,362 11,899 1,803 656 12 1,624 31,766 Other operating expenses (2) 2,828 24,414 13,693 107,520 22,760 5,758 52,725 229,698 Reimbursed expenses (1) 28,421 309,706 10,080 157 26 4 12,981 361,375 Total operating expenses 34,659 346,482 35,672 109,480 23,442 5,774 67,330 622,839 OPERATING INCOME (LOSS) 42,688 9,953 (3,425) 11,938 2,893 (4,290) (38,164) 21,593 Equity in earnings (loss) of unconsolidated entities — 7 — — — — 385 392 Interest expense — — — (1,263) (769) — (7,964) (9,996) Amortization of loan costs — — — (130) (52) — (579) (761) Interest income — 182 — — — — 189 371 Realized gain (loss) on investments — (121) — — — — — (121) Other income (expense) — (26) — 131 (47) 4 (87) (25) INCOME (LOSS) BEFORE INCOME TAXES 42,688 9,995 (3,425) 10,676 2,025 (4,286) (46,220) 11,453 Income tax (expense) benefit (10,406) (1,845) (528) (4,073) (557) — 8,879 (8,530) NET INCOME (LOSS) $ 32,282 $ 8,150 $ (3,953) $ 6,603 $ 1,468 $ (4,286) $ (37,341) $ 2,923 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $13.2 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. Year ended December 31, 2021 Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 47,566 $ — $ — $ — $ — $ — $ — $ 47,566 Hotel management fees — 26,260 — — — — — 26,260 Design and construction fees — — 9,557 — — — — 9,557 Audio visual — — — 49,880 — — — 49,880 Other 81 20 — — 23,867 1,965 21,396 47,329 Cost reimbursement revenue (1) 26,969 171,522 2,856 20 — — 2,608 203,975 Total revenues 74,616 197,802 12,413 49,900 23,867 1,965 24,004 384,567 EXPENSES Depreciation and amortization 4,039 12,141 12,230 1,880 400 15 1,893 32,598 Impairment — — — 1,160 — — — 1,160 Other operating expenses (2) 645 14,525 8,846 52,228 18,547 5,170 52,125 152,086 Reimbursed expenses (1) 26,949 171,522 2,856 20 — — 2,609 203,956 Total operating expenses 31,633 198,188 23,932 55,288 18,947 5,185 56,627 389,800 OPERATING INCOME (LOSS) 42,983 (386) (11,519) (5,388) 4,920 (3,220) (32,623) (5,233) Equity in earnings (loss) of unconsolidated entities — (139) — — — — 13 (126) Interest expense — — — (876) (628) — (3,640) (5,144) Amortization of loan costs — — — (121) (81) — (120) (322) Interest income — 277 — — — — 8 285 Realized gain (loss) on investments — (3) — — — — — (3) Other income (expense) — 10 — (189) (252) 7 (13) (437) INCOME (LOSS) BEFORE INCOME TAXES 42,983 (241) (11,519) (6,574) 3,959 (3,213) (36,375) (10,980) Income tax (expense) benefit (10,097) (1,406) 2,414 1,326 (1,025) — 8,950 162 NET INCOME (LOSS) $ 32,886 $ (1,647) $ (9,105) $ (5,248) $ 2,934 $ (3,213) $ (27,425) $ (10,818) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $8.6 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 Total assets by segment are presented below (in thousands): December 31, 2023 2022 Remington $ 166,719 $ 182,884 Premier 138,967 155,332 INSPIRE 57,193 42,168 RED 50,012 31,863 OpenKey 1,303 2,149 Other (1) 90,613 67,960 Total Assets $ 504,807 $ 482,356 ________ (1) Other includes the total assets of our Advisory and Corporate and Other segments. Total assets for our Advisory segment are not available for disclosure as assets are not allocated between our Advisory and Corporate and Other segments. Geographic Information For revenues by geographical locations, see note 3. The following table presents property and equipment, net by geographic area as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 United States $ 49,478 $ 36,548 Mexico 6,439 4,478 Dominican Republic 677 538 United Kingdom (Turks and Caicos Islands) 258 227 $ 56,852 $ 41,791 |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk During the years ended December 31, 2023, 2022 and 2021, our advisory revenue was primarily derived from our advisory agreements with Ashford Trust and Braemar. Additionally, Remington, Premier, OpenKey, RED, Pure Wellness, Lismore and Warwick generated revenues through contracts with Ashford Trust and Braemar, as summarized in the table below, stated as a percentage of the consolidated subsidiaries’ total revenues. Year Ended December 31, 2023 2022 2021 Percentage of total revenues from Ashford Trust and Braemar (1) Remington 73.1 % 79.6 % 93.7 % Premier 89.1 % 88.8 % 72.1 % INSPIRE (2) 22.8 % 22.8 % 17.9 % RED 16.2 % 9.6 % 10.9 % OpenKey 9.9 % 10.8 % 8.0 % Pure Wellness 66.9 % 65.7 % 62.1 % Lismore 100.0 % 100.0 % 100.0 % Warwick 0.8 % N/A N/A ________ (1) See note 19 for details regarding our related party transactions. (2) Represents percentage of revenues earned by INSPIRE from customers at Ashford Trust and Braemar hotels. See note 3 for the discussion of audio visual revenue recognition policy. The carrying amounts of net assets related to our INSPIRE operations in Mexico and the Dominican Republic increased to $2.2 million and $2.1 million, respectively, as of December 31, 2023, from $1.4 million and $763,000 as of December 31, 2022. The carrying amounts of net assets related to our RED operations in Turks and Caicos were $944,000 and $682,000 as of December 31, 2023 and 2022, respectively. For discussion of revenues by geographic location, see note 3. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We are exposed to credit risk with respect to cash held at financial institutions that are in excess of the FDIC insurance limits of $250,000 and U.S. government treasury bond holdings. Our counterparties are investment grade financial institutions. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss) | $ (4,628) | $ 3,646 | $ (9,925) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements, include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant intercompany accounts and transactions between these entities have been eliminated in these historical consolidated financial statements. 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 | Investments —We hold “investments in unconsolidated entities” in our consolidated balance sheets, which are considered to be variable interests or 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 equity method investments for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its fair value is less than the carrying amount of our investment. No such impairment was recorded during the years ended December 31, 2023, 2022 and 2021. Our subsidiary TSGF L.P. is accounted for as an investment company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) under Financial Accounting Standards Board (“FASB”) ASC 946. TSGF L.P.’s investment is reflected in “investments” in our consolidated balance sheets at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of “other income (expense)” in our consolidated statements of operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, at current market conditions (i.e., the exit price). The fair value of TSGF L.P.’s investment as of December 31, 2023 was $5.0 million. See note 11. We additionally hold an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at December 31, 2023 and December 31, 2022. We account for the investment at 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 years ended December 31, 2023, 2022 and 2021. In the event that the assumptions used to determine fair value change in the future, we may be required to record an impairment charge related to this 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 and the appropriate weighted-average cost of capital. 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 consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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. As of December 31, 2023 and 2022, the allowance for doubtful accounts was $2.1 million and $175,000, respectively. The net increase of $1.9 million in our allowance for doubtful accounts is primarily related to certain third-party contracts with Remington and driven by an increase in provisions for estimated losses of $2.0 million offset by write-offs of $100,000. |
Inventories | Inventories —Inventories consist primarily of INSPIRE’s audio visual equipment and related accessories and RED’s retail merchandise, beverages and boat equipment. Inventories are carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) valuation method. |
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. |
Impairment of Property and Equipment | Impairment of Property and Equipment |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets —Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Indefinite-lived intangible assets primarily include trademark rights resulting from our acquisition of Remington, INSPIRE and RED. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we may elect to perform a qualitative assessment to determine whether the fair value of the goodwill is more likely than not impaired. In considering the qualitative approach, we evaluate factors including, but not limited to, the operational stability and the overall financial performance of the reporting units. We may choose to bypass the qualitative assessment and perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We determine the fair value of a reporting unit based on a blended analysis of the income approach and the market value approach. We base our measurement of fair value of trademarks using the relief-from-royalty method. This method assumes that the trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. Management elected to perform a quantitative assessment for the Company’s current year annual impairment test. Based on the results of our annual impairment assessment, no impairment of goodwill or indefinite-lived intangible assets was indicated as of October 1, 2023. Additionally, no indicators of impairment were identified from the date of our impairment assessment through December 31, 2023. |
Definite-Lived Intangible Assets | Definite-Lived Intangible Assets —Definite-lived intangible assets primarily include management contracts, customer relationships and boat slip rights resulting from our acquisitions. The Remington and Premier management contracts are not amortized on a straight-line basis, rather the assets are amortized in a manner that approximates the pattern of the assets’ economic benefit to the Company over an estimated useful life of eight |
Claims Liabilities and Other | Claims Liabilities and Other |
Salaries and Benefits | Salaries and Benefits —Salaries and benefits are expensed as incurred and include salaries and benefit related expenses for our officers and employees. Salaries and benefits also includes expense for equity grants of the Company’s common stock to our officers and employees and changes in fair value in the deferred compensation plan liability. See notes 16 and 17. |
General and Administrative | General and Administrative |
Depreciation and Amortization | Depreciation and Amortization |
Equity-Based Compensation | Equity-Based Compensation —Our equity incentive plan provides for the grant of restricted or unrestricted shares of our common stock, share appreciation rights, performance shares, performance units and other equity-based awards or any combination of the foregoing. Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. The Company accounts for forfeitures when they occur. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Braemar in connection with providing advisory services that result in expense, included in “reimbursed expenses,” equal to the grant date fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “cost reimbursement revenue”. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) —Comprehensive income consists of net income (loss), foreign currency translation adjustments and unrealized gain (loss) on restricted investments. The foreign currency translation adjustment represents the unrealized impact of translating the financial statements of the INSPIRE operations in Mexico and the Dominican Republic and Remington’s operations in Costa Rica from their respective functional currencies to U.S. dollars. This amount is not included in net income and would only be realized upon the sale or upon complete or substantially complete liquidation of the foreign businesses. The accumulated other comprehensive income (loss) is presented on our consolidated balance sheets as of December 31, 2023 and 2022. |
Related Party Transactions | Due to/from Ashford Trust —Due to/from Ashford Trust represents current receivables related to advisory services fees, incentive fees, reimbursable expenses and business expenses and payables owed by our products and services businesses to Ashford Trust which are presented net on the consolidated balance sheet. Due to/from Ashford Trust is generally settled within a period not exceeding one year and is presented as a current asset or current liability based upon the period’s ending net balance. Due to/from Braemar —Due to/from Braemar represents current receivables related to advisory services fees, incentive fees, reimbursable expenses and service business expenses and payables owed by our products and services businesses to Braemar which are presented net on the consolidated balance sheet. Due to/from Braemar is generally settled within a period not exceeding one year and is presented as a current asset or current liability based upon the period’s ending net balance. |
Income (Loss) Per Share | Income (Loss) Per Share |
Leases | Leases |
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. ASC 740 “Income Taxes” 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 in Mexico, the Dominican Republic, the U.S. Virgin Islands, and beginning in 2023 additionally Aruba, Puerto Rico and Costa Rica. Tax years 2019 through 2023 remain subject to potential examination by federal and certain 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 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 , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We adopted ASU 2020-06 effective January 1, 2024 and the adoption did not have a material impact on the Company’s financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which, among other requirements, improves disclosures about a public entity’s reportable segments by requiring a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB Accounting Standards Codification Topic 280 in interim periods. The amendments in this ASU apply to all public entities that are required to report segment information in accordance with Topic 280. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company continues to evaluate the level of impact the adoption of ASU 2023-07 will have on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU requires consistent categories with greater disaggregation of information in the rate reconciliation and disclosure of income taxes paid be disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU apply to all entities that are subject to Topic 740. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis. Retrospective application is permitted. The Company continues to evaluate the level of impact the adoption of ASU 2023-09 will have on the Company’s financial statements. |
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 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 Third 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. Braemar’s 2022 annual total stockholder return met the relevant incentive fee thresholds during the 2022 measurement period and $268,000 was recognized as incentive advisory fees in each of the years ended 2023 and 2022. Ashford Trust’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2023, 2022 and 2021 measurement periods. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2023 and 2021 measurement period. 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). The base management fee for each hotel is due monthly. 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 incentive management fee, if any, for each hotel is due annually in arrears within 90 days of the end of the fiscal year. 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 fees for fixed monthly accounting services, revenue management services and other 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. Fees from Ashford Trust are payable monthly in arrears based on the prior calendar month’s total expenditures. Fees from Braemar are payable monthly as the service is delivered based on the percentage of completion, as reasonably determined by Premier. 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. Payment is typically due from customers within 30 days. 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. Payment is ordinarily due 15 days after the end of the month in which services were rendered. 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. Other revenue also includes general liability and workers’ compensation insurance premiums paid to our insurance subsidiary, Warwick. Insurance premiums received are initially recorded in the current portion of deferred income in our consolidated balance sheets and recognized as revenue ratably over the contractual terms of the respective written policy, which is primarily twelve months. General liability and workers’ compensation insurance premiums are generally paid upfront to Warwick annually. Cost Reimbursement Revenue Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements and our 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. Payments for cost reimbursement revenue are primarily due within 30 days after the services were rendered. 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. Current deferred income additionally includes customer deposits which could result in cash payments within the next 12 months. 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) | 12 Months Ended |
Dec. 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 December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 Ashford OpenKey (3) Pure (4) TSGF L.P. (5) Ashford Inc. ownership interest 99.49 % 76.78 % 70.00 % 25.29 % Redeemable noncontrolling interests (1) (2) 0.51 % — % — % — % Noncontrolling interests in consolidated entities — % 23.22 % 30.00 % 74.71 % 100.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,972 n/a n/a n/a Redemption value adjustment, year-to-date 9 n/a n/a n/a Redemption value adjustment, cumulative 622 n/a n/a n/a Carrying value of noncontrolling interests n/a (537) (127) 7,669 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) ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, 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 14. (5) Represents ownership interests in TSGF L.P. a VIE for which we are considered the primary beneficiary and therefore we consolidate it. |
Investments in Unconsolidated Entities | The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands): December 31, 2023 December 31, 2022 Carrying value of the investment in REA Holdings $ 2,370 $ 3,067 Ownership interest in REA Holdings 30 % 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Year Ended December 31, 2023 2022 2021 Equity in earnings (loss) in unconsolidated entities REA Holdings $ (697) $ 385 $ 13 |
Restricted Cash | Restricted cash was comprised of the following (in thousands): December 31, 2023 December 31, 2022 Advisory: Insurance claim reserves (1) $ 18,947 $ 23,471 Remington: Managed hotel properties’ reserves (2) 2,508 11,464 Insurance claim reserves (3) 1,761 2,123 Total Remington restricted cash 4,269 13,587 Total restricted cash $ 23,216 $ 37,058 ________ (1) Ashford Inc. 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 were deposited into restricted cash and used to pay casualty claims throughout the year as they were incurred. The claim liability related to the restricted cash balance is included in “claims liabilities and other” in our 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”, “due from Braemar” and “due to/from affiliates” in our 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 consolidated balance sheets. |
Schedule of Notes Receivable, Related Parties | Notes receivable were comprised of the following (in thousands): December 31, 2023 December 31, 2022 Remington note receivable (1) $ 525 $ 1,506 Ashford LLC note receivable (2) 1,082 535 REA Holdings affiliate (3) 845 — Other 245 — Total notes receivable $ 2,697 $ 2,041 ________ (1) Remington holds a note receivable from a third party which 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 December 31, 2023 and December 31, 2022, the outstanding principal balance is included in “prepaid expenses and other” and “other assets, net,” respectively, in our consolidated balance sheets. (2) Ashford LLC holds a note receivable from a third party. The note bears interest at 8% 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 consolidated balance sheet. (3) On April 3, 2023, the Company entered into a note receivable with an affiliate of REA Holdings. Principal plus any accrued interest is due to the Company on demand or, in the absence of any demand, 24 months. Interest is paid in-kind and added to the outstanding principal balance until the note maturity date. The interest rate on the note receivable is 7.5% per annum. The note receivable is recorded in “prepaid expenses and other” in our consolidated balance sheet. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Income Activity | The following table summarizes our consolidated deferred income activity (in thousands): Deferred Income 2023 2022 Balance as of January 1 $ 7,800 $ 10,905 Increases to deferred income (1) 22,657 11,531 Recognition of revenue (2) (12,079) (14,636) Balance as of December 31 $ 18,378 $ 7,800 ________ (1) The year ended December 31, 2023 includes increases of $12.5 million of deferred income from our insurance subsidiary Warwick, primarily for general liability and workers’ compensation policy premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy in “other” revenue in our consolidated statements of operations. (2) Revenue recognized in the year ended December 31, 2023, includes (a) $760,000 of revenue primarily related to our advisory agreements and our Contribution Agreement with Ashford Trust and Braemar, (b) $2.6 million of audio visual revenue, (c) $4.1 million of watersports, ferry and excursion services revenue, (d) $375,000 of premiums earned by Warwick and (e) $4.2 million of revenues earned by our other products and services companies. Revenue recognized in the year ended December 31, 2023 includes $5.5 million which was recorded in deferred income in our consolidated balance sheet as of December 31, 2022. Revenue recognized in the year ended December 31, 2022 includes (a) $2.4 million of revenue primarily related to our advisory agreements and our Contribution Agreement with Ashford Trust and Braemar, (b) $3.5 million of audio visual revenue, (c) $2.3 million of debt placement revenue related to Ashford Trust’s agreement with Lismore (see note 19), (d) $2.3 million of watersports, ferry and excursion services revenue and (e) $4.1 million of revenues earned by our other products and services companies. Revenue recognized in the year ended December 31, 2022 includes $8.1 million which was recorded in deferred income in our consolidated balance sheet as of December 31, 2021. |
Disaggregation of Revenue | Our revenues were comprised of the following for the years ended December 31, 2023, 2022 and 2021, respectively (in thousands): Year Ended December 31, 2023 2022 2021 Advisory services fees: Base advisory fees $ 47,159 $ 47,592 $ 47,045 Incentive advisory fees 268 268 — Other advisory revenue 521 521 521 Total advisory services fees revenue 47,948 48,381 47,566 Hotel management fees: Base fees 37,651 34,072 21,291 Incentive fees 5,569 8,533 4,969 Other management fees 9,341 3,943 — Total hotel management fees revenue 52,561 46,548 26,260 Design and construction fees revenue 27,740 22,167 9,557 Audio visual revenue 148,617 121,261 49,880 Other revenue: Watersports, ferry and excursion services (1) 34,057 26,309 23,867 Debt placement and related fees (2) 4,634 4,222 12,384 Premiums earned 375 — — Cash management fees (3) 256 135 — Claims management services 12 20 81 Other services (4) 4,099 13,626 10,997 Total other revenue 43,433 44,312 47,329 Cost reimbursement revenue 426,496 361,763 203,975 Total revenues $ 746,795 $ 644,432 $ 384,567 REVENUES BY SEGMENT (5) Advisory $ 78,960 $ 77,347 $ 74,616 Remington 424,322 356,435 197,802 Premier 39,947 32,247 12,413 INSPIRE 148,829 121,418 49,900 RED 34,150 26,335 23,867 OpenKey 1,586 1,484 1,965 Corporate and other 19,001 29,166 24,004 Total revenues $ 746,795 $ 644,432 $ 384,567 ________ (1) Watersports, ferry and excursion services revenue is earned by RED, which includes RED’s legacy operations in the U.S. Virgin Islands and the Turks and Caicos Islands, Alii Nui, which provides luxury sailing and watersports experiences in Maui, Hawaii 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 years ended December 31, 2022 and 2021 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. See note 5. (5) We have six reportable segments: Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Warwick, Pure Wellness and, for the years ended December 31, 2022 and 2021, Marietta into an “all other” category, which we refer to as “Corporate and Other.” See note 21 for discussion of segment reporting. Year Ended December 31, 2023 2022 2021 Remington: United States $ 423,999 $ 356,435 $ 197,802 Costa Rica 323 — — Total Remington revenues $ 424,322 $ 356,435 $ 197,802 INSPIRE: United States $ 109,676 $ 92,418 $ 39,164 Mexico 29,737 22,087 7,724 Dominican Republic 9,416 6,913 2,992 Total INSPIRE revenues $ 148,829 $ 121,418 $ 49,880 RED: Continental United States $ 10,138 $ 10,885 $ 11,908 Hawaii 6,658 — — U.S. Virgin Islands 11,591 11,469 10,757 United Kingdom (Turks and Caicos Islands) 5,763 3,981 1,202 Total RED revenues $ 34,150 $ 26,335 $ 23,867 Total international revenues (1) $ 45,239 $ 32,981 $ 11,918 _______ (1) International revenues include revenues earned outside of the U.S. and U.S. territories. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Value of the Purchase Price | The fair value of the purchase price and final allocation of the purchase price are as follows (in thousands): Cash $ 7,700 Cash consideration payable 300 Contingent consideration 1,000 RED Units 2,000 Working capital adjustments 304 Total fair value of purchase price $ 11,304 The fair value of the purchase price and final allocation of the purchase price are as follows (in thousands): Series CHP Units $ 9,450 Discount on Series CHP Units (8,063) Cash 6,300 Fair value of contingent consideration 1,670 Working capital adjustments 193 Total fair value of purchase price $ 9,550 |
Preliminary Allocation of the Purchase Price | Fair Value Estimated Useful Life Current assets including cash of $996 $ 1,286 Property and equipment, net 2,254 20 years Trademarks 1,600 Boat slip rights 6,250 20 years Total assets acquired 11,390 Current liabilities 857 Deferred tax liability 1,567 Total assumed liabilities 2,424 Total identifiable net assets acquired $ 8,966 Goodwill $ 2,338 Fair Value Estimated Useful Life Current assets including cash of $228 $ 930 Management contracts 7,131 8 years Total assets acquired 8,061 Current liabilities 347 Deferred tax liability 217 Total assumed liabilities 564 Total identifiable net assets acquired $ 7,497 Goodwill $ 2,053 |
Unaudited Pro Forma Results of Operations | The following table reflects the unaudited pro forma results of operations as if the Alii Nui and Chesapeake acquisitions had occurred on January 1, 2022, and the removal of $375,000 and $1.9 million of transaction costs directly attributable to the acquisitions (net of the incremental tax expense) for the years ended December 31, 2023 and 2022, respectively, (in thousands): Year Ended December 31, 2023 2022 Total revenues $ 748,635 $ 665,791 Net income (loss) (4,778) 3,867 Net income (loss) attributable to common stockholders (40,592) (32,067) |
Marietta Disposition (Tables)
Marietta Disposition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table includes financial information from Marietta in the consolidated statements of operations for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Other revenue $ 9,763 $ 6,336 Depreciation and amortization (1,206) (1,260) General and administrative (113) 48 Other expenses (7,047) (3,758) Operating income (loss) 1,397 1,366 Interest expense (2,399) (2,539) Loss before income taxes $ (1,002) $ (1,173) On the date of disposition, the assets and liabilities related to Marietta were as follows (in thousands): December 16, 2022 Assets Current assets: Cash and cash equivalents $ 1,067 Restricted cash 1,056 Accounts receivable, net 22 Inventories 48 Prepaid expenses and other 364 Total current assets 2,557 Property and equipment, net 40,381 Total assets $ 42,938 Liabilities Current liabilities: Accounts payable and accrued expenses $ 582 Due to affiliates 242 Finance lease liabilities 845 Total current liabilities 1,669 Finance lease liabilities 40,025 Total liabilities 41,694 Net assets disposed $ 1,244 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net, consisted of the following (in thousands): December 31, 2023 2022 Rental pool equipment $ 38,755 $ 26,563 FF&E leased to Ashford Trust 1,610 11,283 FF&E leased to Braemar 992 1,616 Property and equipment 17,045 11,726 Marine vessels 27,307 17,789 Leasehold improvements 4,695 1,148 Computer software 417 1,266 Total cost 90,821 71,391 Accumulated depreciation (33,969) (29,600) Property and equipment, net $ 56,852 $ 41,791 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands): Remington RED Corporate and Other (1) Consolidated Balance at January 1 2022 (2) $ 54,605 $ 1,235 $ 782 $ 56,622 Additions (3) 1,980 — — 1,980 Adjustments (3) 73 — — 73 Balance at December 31, 2022 56,658 1,235 782 58,675 Additions (4) — 686 — 686 Adjustments (4) — 1,652 — 1,652 Balance at December 31, 2023 $ 56,658 $ 3,573 $ 782 $ 61,013 ________ (1) Corporate and Other includes the goodwill from the Company’s acquisition of Pure Wellness. (2) Remington goodwill includes accumulated impairments from the year ended December 31, 2020 of $121.0 million. (3) The additions and subsequent adjustments relate to the Company’s acquisition of Chesapeake. See note 4. (4) |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net as of December 31, 2023 and December 31, 2022, are as follows (in thousands): December 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 $ (51,891) $ 62,840 $ 114,731 $ (40,519) $ 74,212 Premier management contracts 194,000 (64,808) 129,192 194,000 (53,415) 140,585 INSPIRE customer relationships 9,319 (6,645) 2,674 9,319 (5,527) 3,792 RED boat slip rights (1) 9,350 (951) 8,399 3,100 (535) 2,565 $ 327,400 $ (124,295) $ 203,105 $ 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) The weighted average renewal period for RED’s boat slip rights is approximately 12 months. RED has the ability and intent to renew their boat slip rights and the costs to renew are immaterial. RED’s boat slip rights 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 December 31, 2023 and December 31, 2022, are as follows (in thousands): December 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 $ (51,891) $ 62,840 $ 114,731 $ (40,519) $ 74,212 Premier management contracts 194,000 (64,808) 129,192 194,000 (53,415) 140,585 INSPIRE customer relationships 9,319 (6,645) 2,674 9,319 (5,527) 3,792 RED boat slip rights (1) 9,350 (951) 8,399 3,100 (535) 2,565 $ 327,400 $ (124,295) $ 203,105 $ 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) The weighted average renewal period for RED’s boat slip rights is approximately 12 months. RED has the ability and intent to renew their boat slip rights and the costs to renew are immaterial. RED’s boat slip rights 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 Finite-Lived Intangible Assets, Future Amortization Expense | Expected future amortization expense of definite-lived intangible assets as of December 31, 2023 are as follows (in thousands): 2024 $ 21,877 2025 18,987 2026 17,255 2027 15,764 2028 14,488 Thereafter 114,734 Total $ 203,105 |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable, net consisted of the following (in thousands): Indebtedness Borrower Maturity Interest Rate December 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% $ 100,000 $ 70,000 Note payable (6) (11) Ashford Inc. February 29, 2028 4.00% 1,234 1,495 Note payable (5) (17) OpenKey On demand 15.00% 237 — Term loan (5) (7) (10) INSPIRE March 24, 2028 BSBY Rate (2) + 2.75% 18,500 17,300 Equipment note (5) (7) (10) INSPIRE March 24, 2028 BSBY Rate (2) + 2.75% 3,400 — Revolving credit facility (5) (12) Pure Wellness On demand Prime Rate (4) + 1.00% 150 150 Term loan (5) (8) (13) RED July 18, 2029 6.00% 1,537 1,596 Term loan (5) (8) RED April 16, 2024 9.00% 60 337 Term loan (5) (8) (14) RED August 5, 2029 Prime Rate (4) + 2.00% 800 858 Term loan (5) (8) RED August 5, 2029 Prime Rate (4) + 2.00% 1,830 1,980 Term loan (6) (8) RED August 5, 2029 Prime Rate (4) + 1.75% 2,672 3,006 Term loan (5) (8) (18) RED March 17, 2033 Prime Rate (4) + 1.50% 1,645 — Term loan (5) (8) (18) RED March 17, 2033 Prime Rate (4) + 1.50% 2,336 — Term loan (5) (8) (20) RED May 19, 2033 Prime Rate (4) + 1.00% 622 — Draw term loan (5) (8) (15) RED March 17, 2032 5.00% 1,448 641 Draw term loan (5) (8) (15) RED March 17, 2032 5.00% 1,043 640 Draw term loan (5) (8) (16) RED Various (16) Prime Rate (4) + 1.00% 1,386 1,099 Draw term loan (5) (8) (21) RED February 5, 2029 Prime Rate (4) + 1.25% 168 — RED Units (5) (19) RED See footnote (19) 6.50% 2,000 — Total notes payable 141,068 99,102 Capitalized default interest, net — 148 Deferred loan costs, net (2,723) (2,643) Original issue discount, net (9) (1,379) (1,732) Notes payable including capitalized default interest and deferred loan costs, net 136,966 94,875 Less current portion (4,387) (5,195) Total notes payable, net - non-current $ 132,579 $ 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 5.44% at December 31, 2023. (3) Adjusted Term SOFR is the one-month forward-looking SOFR rate plus 0.03%. Adjusted Term SOFR was 5.38% at December 31, 2023. (4) The Prime Rate was 8.50% and 7.50% at December 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 Revolving Note and Equipment Note are collateralized primarily by INSPIRE’s eligible receivables, including accounts receivable, due from Ashford Trust and due from Braemar, with a total carrying value of $8.3 million and $7.5 million as of December 31, 2023 and December 31, 2022, respectively. INSPIRE’s Term Note 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 $20.6 million and $13.6 million as of December 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. 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. Undrawn balances of the Credit Facility were 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 December 31, 2023, no unused amounts remained under the Credit Facility. (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 December 31, 2023, the amounts unused under INSPIRE’s revolving credit facility and equipment note were $6.0 million and $600,000, respectively. (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 December 31, 2023, the amount unused under Pure Wellness’s revolving credit facility was $100,000. (13) 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%. (14) On July 23, 2021, RED entered into a term loan agreement with a maximum principal amount of $900,000. (15) 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 converted 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%. (16) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converted into an individual term loan each time RED draws upon the facility. As of December 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. (17) On February 2, 2023, OpenKey entered into a loan funding agreement with Braemar with a maximum loan amount of $395,000. As of December 31, 2023, the remaining unused loan balance was $158,000. (18) 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 was required to make monthly payments on the term loans starting April 17, 2023. (19) 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 consolidated balance sheet. See note 4. (20) On May 19, 2023, RED entered into a term loan for two vessels. The interest rate is equal to the Prime Rate plus 1.00% and the note matures on May 19, 2033. RED was required to make monthly principal payments on the term loan starting in June 2023. (21) On August 4, 2023, RED entered into a draw term loan with Merchants Commercial Bank with a maximum draw of $900,000 through February 5, 2024. The interest rate is equal to the Prime Rate plus 1.25% and the maturity date is February 5, 2029. As of December 31, 2023, the amount unused under RED’s draw term loan was $732,000. |
Schedule of Maturities of Long-term Debt | Maturities and scheduled amortization of notes payable as of December 31, 2023, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands): 2024 $ 4,387 2025 4,068 2026 6,189 2027 104,989 2028 12,711 Thereafter 8,724 Total $ 141,068 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Balances | As of December 31, 2023 and 2022, our leased assets and liabilities consisted of the following (in thousands): Leases Classification December 31, 2023 December 31, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 21,193 $ 23,844 Finance lease assets Property and equipment, net 3,081 3,236 Total leased assets $ 24,274 $ 27,080 Liabilities Current Operating Operating lease liabilities $ 4,160 $ 3,868 Finance Finance lease liabilities 437 1,456 Noncurrent Operating Operating lease liabilities 19,174 20,082 Finance Finance lease liabilities 2,832 1,962 Total leased liabilities $ 26,603 $ 27,368 |
Lease Cost | We incurred the following lease costs related to our operating and finance leases (in thousands): Year Ended December 31, Lease Cost Classification 2023 2022 2021 Operating lease cost Rent expense (1) General and administrative $ 6,846 $ 6,060 $ 5,654 Finance lease cost Amortization of leased assets Depreciation and amortization 460 1,624 1,455 Interest on lease liabilities Interest expense 212 2,616 2,727 Total lease cost $ 7,518 $ 10,300 $ 9,836 __________________ (1) The years ended December 31, 2023, 2022 and 2021 include short term lease expense of $917,000, $619,000 and $442,000, respectively. The years ended December 31, 2023, 2022 and 2021 include the following operating and finance lease additions (in thousands): Year Ended December 31, Lease Additions 2023 2022 2021 Operating leases (1) $ 20,438 $ 298 $ 607 Finance leases $ 1,392 $ 903 $ — __________________ (1) The year ended December 31, 2023, includes $17.2 million of operating lease additions which were acquired upon our acquisition of RHC which leases the offices for our corporate headquarters in Dallas, Texas. 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 were eliminated upon consolidation. See note 19. For the years ended December 31, 2023, 2022 and 2021, cash paid amounts included in the measurement of lease liabilities included (in thousands): Year Ended December 31, Lease Payments 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,834 $ 3,505 $ 3,713 Financing cash flows from finance leases $ 419 $ 1,160 $ 439 Our weighted-average remaining lease terms (in years) and discount rates consisted of the following: December 31, 2023 December 31, 2022 December 31, 2021 Lease term and discount rate Weighted-average remaining lease term Operating leases (1) 8.01 8.74 9.34 Finance leases (2) 8.40 8.17 31.49 Weighted-average discount rate Operating leases 8.2 % 5.2 % 5.2 % Finance leases 6.7 % 6.6 % 6.2 % __________________ (1) The weighted-average remaining lease term includes two optional 10 year extension periods for our INSPIRE headquarters in Irving, Texas, as failure to renew the lease would result in INSPIRE incurring significant relocation costs. (2) The weighted-average remaining lease term as of December 31, 2021 included our lease with the City of Marietta which had a lease term through December 31, 2054. On December 16, 2022, Marietta was acquired by Ashford Trust. See note 5. |
Maturities of Operating Lease Liabilities | As of December 31, 2023, future minimum lease payments on operating leases and financing leases and total future minimum lease payments to be received were as follows (in thousands): Operating Leases Finance Leases Sublease Payments to be Received 2024 $ 5,956 $ 639 $ 105 2025 5,323 395 83 2026 5,091 1,370 83 2027 4,942 234 83 2028 4,320 161 76 Thereafter 6,212 1,544 — Total minimum lease payments (receipts) 31,844 4,343 $ 430 Imputed interest (8,510) (1,074) Present value of minimum lease payments $ 23,334 $ 3,269 |
Maturities of Financing Lease Liabilities | As of December 31, 2023, future minimum lease payments on operating leases and financing leases and total future minimum lease payments to be received were as follows (in thousands): Operating Leases Finance Leases Sublease Payments to be Received 2024 $ 5,956 $ 639 $ 105 2025 5,323 395 83 2026 5,091 1,370 83 2027 4,942 234 83 2028 4,320 161 76 Thereafter 6,212 1,544 — Total minimum lease payments (receipts) 31,844 4,343 $ 430 Imputed interest (8,510) (1,074) Present value of minimum lease payments $ 23,334 $ 3,269 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 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): December 31, 2023 December 31, 2022 Accounts payable $ 18,482 $ 18,841 Accrued payroll expense 31,153 30,626 Accrued vacation expense 2,408 2,418 Accrued interest 444 381 Other accrued expenses 2,350 3,813 Total accounts payable and accrued expenses $ 54,837 $ 56,079 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 December 31, 2023 Assets Investments $ — $ — $ 5,000 (1) $ 5,000 Restricted Investment: Ashford Trust common stock 19 (2) — — 19 Braemar common stock 109 (2) — — 109 Total $ 128 $ — $ 5,000 $ 5,128 Liabilities Contingent consideration $ (1,000) (3) $ — $ (2,920) (4) $ (3,920) Deferred compensation plan (891) — — (891) Total $ (1,891) $ — $ (2,920) $ (4,811) Net $ (1,763) $ — $ 2,080 $ 317 __________________ (1) Represents the fair value of TSGF L.P.’s investment which is reported within “investments” in our consolidated balance sheets. (2) 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, 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. (3) Represents the fair value of the contingent consideration liability related to Alii Nui obtaining the Permit which is reported within “claims liabilities and other” in our consolidated balance sheets. (4) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, of which the current and noncurrent portions are reported within “claims liabilities and other” and “other liabilities”, respectively, in our 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 consolidated balance sheets. The following table presents our roll forward of our Level 3 investments (in thousands): Investments (1) Balance at January 1, 2023 $ — TSGF L.P. investment 5,000 Balance at December 31, 2023 $ 5,000 __________________ (1) TSGF L.P.’s investment is measured at fair value at each reporting period. The Company used the market value approach method when determining the fair value of the investment acquired as of December 31, 2023. As of December 31, 2023, TSGF L.P. held $9.3 million of total assets, which includes TSGF L.P’s investment of $5.0 million and cash and cash equivalents of $4.3 million. The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at January 1, 2022 $ — Acquisition of Chesapeake (1,670) Gains (losses) from fair value adjustments included in earnings (650) Balance at December 31, 2022 (2,320) Gains (losses) from fair value adjustments included in earnings (600) Balance at December 31, 2023 $ (2,920) __________________ (1) The Company measures contingent consideration liabilities related to the Chesapeake acquisition in April of 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 35.55% to 36.42%; (b) a forward - looking risk-free rate, with a range of 4.98% to 5.42%; and (c) a volatility rate of 39.98%. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents our roll forward of our Level 3 investments (in thousands): Investments (1) Balance at January 1, 2023 $ — TSGF L.P. investment 5,000 Balance at December 31, 2023 $ 5,000 __________________ (1) TSGF L.P.’s investment is measured at fair value at each reporting period. The Company used the market value approach method when determining the fair value of the investment acquired as of December 31, 2023. As of December 31, 2023, TSGF L.P. held $9.3 million of total assets, which includes TSGF L.P’s investment of $5.0 million and cash and cash equivalents of $4.3 million. The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at January 1, 2022 $ — Acquisition of Chesapeake (1,670) Gains (losses) from fair value adjustments included in earnings (650) Balance at December 31, 2022 (2,320) Gains (losses) from fair value adjustments included in earnings (600) Balance at December 31, 2023 $ (2,920) __________________ (1) The Company measures contingent consideration liabilities related to the Chesapeake acquisition in April of 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 35.55% to 36.42%; (b) a forward - looking risk-free rate, with a range of 4.98% to 5.42%; and (c) a volatility rate of 39.98%. Assets Measured at Fair Value on a Non-recurring Basis Our non-financial assets, such as goodwill, indefinite-lived intangible assets and long-lived assets are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. Goodwill Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. The Company’s reporting units with goodwill balances include Remington, RED and Pure Wellness. No impairment charges related to goodwill were recorded for the years ended December 31, 2023, 2022 or 2021. Indefinite-Lived Intangible Assets During the third quarter of 2021, as a result of the strategic rebranding of our segment formerly known as JSAV to INSPIRE, we performed an impairment test and calculated the fair value of our indefinite-lived JSAV trademarks using the relief-from-royalty method which includes unobservable Level 3 inputs including royalty rates and projected revenues for the time period that the Company is expected to benefit from the trademark. As a result of the evaluation, we recognized intangible asset impairment charges Long-Lived Assets Long-lived assets include property and equipment, finance and operating lease assets, and definite-lived intangible assets which primarily include Remington and Premier management contracts, INSPIRE customer relationships and RED boat slip rights resulting from our acquisitions. No impairment charges related to long-lived assets were recorded for the years ended December 31, 2023, 2022 or 2021. |
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 consolidated statements of operations (in thousands): Gain (Loss) Recognized Year Ended December 31, 2023 2022 2021 Assets Unrealized gain (loss) on investment: Ashford Trust common stock (1) $ (20) $ 40 $ — Braemar common stock (1) (5) (67) — Realized gain (loss) on investment: (2) Ashford Trust common stock (73) (109) (336) Braemar common stock (7) 23 (42) Intangible assets, net (3) — — (1,160) Total $ (105) $ (113) $ (1,538) Liabilities Contingent consideration (4) $ (600) $ (650) $ (23) Subsidiary compensation plan (5) (6) 117 (295) Deferred compensation plans (5) 1,959 477 (1,671) Total $ 1,353 $ (56) $ (1,989) Net $ 1,248 $ (169) $ (3,527) __________________ (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. The unrealized gain (loss) on shares is reported within “other income (expense)” in our 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) See above for discussion of impairment. (4) Represents the changes in fair value of our contingent consideration liabilities. The change in the fair value in the years ended December 31, 2023 and 2022 related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake in April of 2022. The change in the year ended December 31, 2021 related to the level of achievement of certain performance targets and stock consideration collars associated with the Company’s previous acquisition of BAV Services, Inc. (“BAV”). Changes in the fair value of contingent consideration are reported within “other” operating expense in our consolidated statements of operations. (5) Reported within “ salaries and benefits 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: December 31, 2023 Equity securities (1) $ 662 $ — $ (534) $ 128 __________________ (1) Distributions of $195,000 of available - for - sale securities occurred in the year ended December 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) | 12 Months Ended |
Dec. 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): December 31, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 128 $ 128 $ 303 $ 303 Investments 5,000 5,000 — — Financial liabilities measured at fair value: Deferred compensation plan $ 891 $ 891 $ 2,849 $ 2,849 Contingent consideration 3,920 3,920 2,320 2,320 Financial assets not measured at fair value: Cash and cash equivalents $ 52,054 $ 52,054 $ 44,390 $ 44,390 Restricted cash 23,216 23,216 37,058 37,058 Accounts receivable, net 26,945 26,945 17,615 17,615 Notes receivable 2,697 2,697 2,041 2,041 Due from affiliates 41 41 463 463 Due from Ashford Trust 18,933 18,933 — — Due from Braemar 714 714 11,828 11,828 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 54,837 $ 54,837 $ 56,079 $ 56,079 Dividends payable 28,508 28,508 27,285 27,285 Due to affiliates — — 15 15 Due to Ashford Trust — — 1,197 1,197 Claims liabilities and other 29,782 29,782 26,547 26,547 Notes payable 141,068 141,068 99,102 99,102 |
Equity (Deficit) (Tables)
Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2023 2022 2021 (Income) loss attributable to noncontrolling interests: OpenKey $ 809 $ 1,005 $ 799 RED — — (51) Pure Wellness 21 166 (70) TSGF L.P. 50 — — Total net (income) loss attributable to noncontrolling interests $ 880 $ 1,171 $ 678 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table summarizes the net (income) loss attributable to our redeemable noncontrolling interests (in thousands): Year Ended December 31, 2023 2022 2021 Net (income) loss attributable to redeemable noncontrolling interests: Ashford Holdings $ (501) $ (448) $ 63 OpenKey — — 152 Total net (income) loss attributable to redeemable noncontrolling interests $ (501) $ (448) $ 215 |
Dividends Declared | Convertible preferred stock cumulative dividends declared during the years ended December 31, 2023, 2022 and 2021 for all issued and outstanding shares were as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Preferred dividends - declared $ 26,099 $ 52,618 $ 16,706 Preferred dividends per share - declared $ 1.3650 $ 2.7520 $ 0.8737 Aggregate undeclared convertible preferred stock cumulative dividends (in thousands, except per share amounts): December 31, 2023 December 31, 2022 Aggregate preferred dividends - undeclared $ 28,508 $ 18,414 Aggregate preferred dividends - undeclared per share $ 1.4910 $ 0.9631 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 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 years ended December 31, 2023, 2022 and 2021 are presented below by award type (in thousands): Year Ended December 31, 2023 2022 2021 Equity-based compensation Class 2 LTIP Units and stock option amortization (1) $ 130 $ 1,398 $ 2,641 Employee LTIP Units and equity grant expense (2) 1,729 2,135 1,217 Director and other non-employee equity grants expense (3) 553 512 695 Total equity-based compensation $ 2,412 $ 4,045 $ 4,553 Other equity-based compensation REIT equity-based compensation (4) $ 12,196 $ 16,107 $ 19,098 $ 14,608 $ 20,152 $ 23,651 ________ (1) As of December 31, 2023, the Company had approximately $156,000 of total unrecognized compensation expense related to the Class 2 LTIP Units that will be recognized over a weighted average period of 1.2 years. The Company did not grant or modify any stock option grants or Class 2 LTIP Units during the years ended December 31, 2023 and 2021. The year ended December 31, 2022 includes total compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP Units (defined below), respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP Unit awards to December 2025. No other modifications were made to the original grant terms. (2) As of December 31, 2023, the Company had approximately $2.5 million of total unrecognized compensation expense related to restricted shares and LTIP Units (defined below) that will be recognized over a weighted average period of 1.6 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. |
Schedule of Stock Option Activity | A summary of stock option activity is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value of In-the (In thousands) (per option) (In years) (In thousands) Outstanding, January 1, 2021 1,434 $ 67.26 5.67 $ — Forfeited, canceled or expired (3) 69.51 7.67 — Conversions to Class 2 LTIP Units (631) 62.72 4.80 — Outstanding, December 31, 2021 800 70.84 4.56 — Forfeited, canceled or expired (76) 85.97 — — Conversions to Class 2 LTIP Units (150) 71.06 4.88 — Outstanding, December 31, 2022 574 68.78 4.39 — Outstanding, December 31, 2023 574 68.78 3.39 — Options exercisable at December 31, 2023 574 $ 68.78 3.39 $ — A summary of Class 2 LTIP Unit activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value of In-the (In thousands) (per share) (In years) (In thousands) Outstanding, January 1, 2021 — $ — — $ — Conversions from stock options 631 62.72 4.80 — Outstanding, December 31, 2021 631 62.72 4.80 — Granted 48 45.00 9.21 — Conversions from stock options 150 71.06 4.88 — Outstanding, December 31, 2022 829 63.20 4.63 — Outstanding, December 31, 2023 829 63.20 3.63 — Class 2 LTIP Units exercisable at December 31, 2023 781 $ 60.59 3.16 $ — |
Schedule of Stock Options, Valuation Assumptions | The assumptions used to value the Class 2 LTIP Units granted in the year ended December 31, 2022 are detailed below: Year Ended December 31, 2022 Grant date fair value $ 8.10 Assumptions used: Expected volatility 75.2 % Expected term (in years) 6.5 Risk-free interest rate 2.2 % Expected dividend yield — % |
Summary of Restricted Stock Activity | Restricted Stock —A summary of our restricted stock activity, as it relates to equity-based compensation, is as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Restricted Shares Weighted Average Weighted Average Fair Value Restricted Shares Weighted Average Weighted Average Fair Value Restricted Shares Weighted Average Weighted Average Fair Value Outstanding at beginning of year 228 $ 12.25 $ 2,793 303 $ 9.93 $ 3,009 241 $ 10.45 $ 2,518 Restricted shares granted (1) 136 13.18 1,792 109 15.96 1,740 172 9.03 1,553 Restricted shares vested (153) 11.13 1,703 (177) 10.54 1,866 (107) 9.19 983 Restricted shares forfeited (3) 14.33 43 (7) 13.44 94 (3) 9.87 30 Outstanding at end of year 208 $ 13.64 $ 2,837 228 $ 12.25 $ 2,793 303 $ 9.93 $ 3,009 ________ (1) Equity-based compensation expense of $672,000, $1.0 million and $580,000 was recognized in connection with stock grants of 136,000, 109,000 and 172,000 to our employees and independent directors for the years ended December 31, 2023, 2022 and 2021, respectively. A summary of our LTIP Unit activity, as it relates to equity-based compensation, is as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 LTIPs Weighted Average Weighted Average Fair Value LTIPs Weighted Average Weighted Average Fair Value Outstanding at beginning of year 39 $ 16.14 $ 629 — $ — $ — LTIPs granted (1) 41 13.59 557 39 16.14 629 LTIPs vested (13) 16.14 210 — — — Outstanding at end of year 67 $ 14.57 $ 976 39 $ 16.14 $ 629 ________ (1) Equity-based compensation expense of $364,000 and $164,000 was recognized in connection with the grants of 41,000 and 39,000 LTIP Units for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, 13,000 LTIP Units were vested and the Company had approximately $656,000 of total unrecognized compensation expense related to LTIP Units. A summary of our DSU activity, as it relates to equity-based compensation, is as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 DSUs Weighted Average Weighted Average Fair Value DSUs Weighted Average Weighted Average Fair Value DSUs Weighted Average Weighted Average Fair Value Outstanding at beginning of year 82 $ 10.76 $ 882 66 $ 9.68 $ 639 43 $ 9.67 $ 416 DSUs granted (1) 30 10.79 324 16 15.27 244 23 9.70 223 Outstanding at end of year 112 $ 10.63 $ 1,191 82 $ 10.76 $ 882 66 $ 9.68 $ 639 ________ (1) Equity-based compensation expense of $320,000, $225,000 and $225,000 was recognized in connection with grants of 30,000, 16,000 and 23,000 immediately vested DSUs to our independent directors for each of the years ended December 31, 2023, 2022 and 2021, respectively. |
Deferred Compensation Plan (Tab
Deferred Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Schedule of Deferred Compensation Plan | The following table summarizes the DCP activity (in thousands): Year Ended December 31, 2023 2022 2021 Change in fair value Unrealized gain (loss) $ 1,959 $ 477 $ (1,671) Distributions Fair value (1) $ — $ — $ 51 Shares (1) — — 3 ________ (1) Distributions made to one participant. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the income tax (expense) benefit at statutory rates to the actual income tax (expense) benefit recorded (in thousands): Year Ended December 31, 2023 2022 2021 Income tax (expense) benefit at federal statutory income tax rate $ 1,166 $ (2,422) $ 2,261 State income tax (expense) benefit, net of federal income tax benefit 6 (1,453) 437 Foreign income tax expense (1,099) (1,470) (426) Income (loss) passed through to common unit holders and noncontrolling interests (125) 58 (32) Permanent differences (2,177) (203) (1,086) Valuation allowance 1,969 (1,094) (860) Uncertain tax position (61) (917) — Stock compensation expense 361 (741) — Other 504 (288) (132) Total income tax (expense) benefit $ 544 $ (8,530) $ 162 |
Schedule of Income before Income Tax, Domestic and Foreign | The U.S. and foreign components of income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ (9,819) $ 4,664 $ (11,718) Foreign 4,268 6,789 738 Total income (loss) before income taxes $ (5,551) $ 11,453 $ (10,980) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ (888) $ (7,928) $ (4,192) Foreign (1,475) (2,031) (223) State (1,374) (2,829) (479) Total current (3,737) (12,788) (4,894) Deferred: Federal 14 5,301 4,081 Foreign 3,181 (125) (203) State 1,086 (918) 1,178 Total deferred 4,281 4,258 5,056 Total income tax (expense) benefit $ 544 $ (8,530) $ 162 |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2023 and 2022, our net deferred tax asset (liability) and related valuation allowance on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets Investments in unconsolidated entities and joint ventures $ 161 $ 136 Capitalized acquisition costs 4,431 5,618 Deferred compensation 198 711 Accrued expenses 7,014 2,453 Equity-based compensation 10,748 10,881 Deferred revenue 887 930 Net operating loss carryover 8,483 6,911 Charitable contributions carryover 580 — Total gross deferred tax assets 32,502 27,640 Less: Valuation allowance (6,126) (7,774) Total deferred tax assets, net of valuation allowance (1) 26,376 19,866 Deferred tax liabilities Prepaid expenses (872) (709) Property and equipment (5,025) (4,297) Intangibles (39,951) (42,733) Investment in insurance subsidiary (5,687) — Total deferred tax liabilities (51,535) (47,739) Total net deferred tax assets (liabilities) $ (25,159) $ (27,873) ________ (1) Includes $4.4 million of deferred tax assets presented in our consolidated balance sheet as of December 31, 2023, of which $3.2 million and $1.2 million of deferred tax assets are assigned to our INSPIRE Mexico and Warwick subsidiaries, respectively. |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 1,161 $ — $ — Gross increases for tax positions of prior years 77 1,161 — Balance at the end of year $ 1,238 $ 1,161 $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2023 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 33,176 $ 34,802 $ 36,239 Hotel management fees: Base management fees 25,469 23,873 17,819 Incentive management fees 4,963 6,066 4,180 Total hotel management fees revenue (1) 30,432 29,939 21,999 Design and construction fees revenue (2) 15,911 11,601 4,032 Other revenue: Watersports, ferry and excursion services (4) 68 217 — Debt placement and related fees (5) 2,261 3,282 11,381 Premiums earned (6) 142 — — Cash management fees (7) 139 97 — Claims management services (8) 9 17 74 Other services (9) 1,561 1,438 1,628 Total other revenue 4,180 5,051 13,083 Cost reimbursement revenue 278,731 244,148 162,920 Total revenues $ 362,430 $ 325,541 $ 238,273 REVENUES BY SEGMENT (10) Advisory $ 47,625 $ 48,859 $ 51,726 Remington 282,533 255,387 167,600 Premier 22,961 18,776 5,939 INSPIRE 111 85 — RED 117 231 — OpenKey 119 123 119 Corporate and other (11) 8,964 2,080 12,889 Total revenues $ 362,430 $ 325,541 $ 238,273 COST OF REVENUES Cost of revenues for audio visual (3) $ 9,841 $ 7,663 $ 2,969 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenue from guests at REIT properties (3) $ 22,878 $ 18,183 $ 6,734 Watersports, ferry and excursion services revenue from guests at REIT properties (4) 171 190 545 ________ (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 and RED primarily contract directly with 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 Ashford Trust, 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. (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) Premiums earned is recognized by our insurance subsidiary, Warwick, from general liability and workers’ compensation insurance premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy. (7) 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. (8) Claims management services include revenue earned from providing insurance claim assessment and administration services. (9) 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. (10) See note 21 for discussion of segment reporting. (11) 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. The following table summarizes amounts due (to) from Ashford Trust, net at December 31, 2023 and 2022 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): December 31, 2023 December 31, 2022 Ashford LLC $ 8,656 $ (4,002) Remington 5,134 (2,015) Premier 3,391 2,475 INSPIRE 1,495 1,718 RED 12 5 OpenKey 10 (35) Pure Wellness 235 657 Due (to) from Ashford Trust $ 18,933 $ (1,197) The following table summarizes the revenues and expenses related to Braemar (in thousands): Year Ended December 31, 2023 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 13,983 $ 12,790 $ 10,806 Incentive advisory fees (1) 268 268 — Other advisory revenue (2) 521 521 521 Total advisory services fees revenue 14,772 13,579 11,327 Hotel management fees: Base management fees 2,471 2,959 2,304 Incentive management fees — 786 612 Total hotel management fees revenue (3) 2,471 3,745 2,916 Design and construction fees revenue (4) 7,800 7,365 2,230 Other revenue: Watersports, ferry and excursion services (6) 2,314 2,293 2,605 Debt placement and related fees (7) 2,373 940 1,003 Premiums earned (8) 21 — — Cash management fees (9) 117 38 — Claims management services (10) 3 3 7 Other services (11) 248 166 192 Total other revenue 5,076 3,440 3,807 Cost reimbursement revenue 52,929 57,396 30,394 Total revenues $ 83,048 $ 85,525 $ 50,674 REVENUES BY SEGMENT (12) Advisory $ 31,334 $ 28,486 $ 22,911 Remington 27,577 28,181 18,345 Premier 12,652 9,875 3,009 INSPIRE 101 72 — RED 2,356 2,304 2,605 OpenKey 38 38 38 Corporate and other (13) 8,990 16,569 3,766 Total revenues $ 83,048 $ 85,525 $ 50,674 COST OF REVENUES (5) Cost of revenues for audio visual $ 4,371 $ 3,842 $ 998 Other 1,950 1,153 421 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 10,829 $ 9,384 $ 2,175 Watersports, ferry and excursion services revenue from guests at REIT properties (5) 2,894 2,132 2,117 ________ (1) The incentive advisory fees for the years ended December 31, 2023 and 2022 includes the pro rata portion of the second year and first year installment, respectively, of the 2022 incentive advisory fee. 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 2023 and 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) Premiums earned is recognized by our insurance subsidiary, Warwick, from general liability and workers’ compensation insurance premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy. (9) Cash management fees include revenue earned by providing active management and investment of Braemar’s excess cash in short-term U.S. Treasury securities. (10) Claims management services include revenue earned from providing insurance claim assessment and administration services. (11) 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. (12) See note 21 for discussion of segment reporting. (13) 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. The following table summarizes amounts due (to) from Braemar, net at December 31, 2023 and 2022 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): December 31, 2023 December 31, 2022 Ashford LLC $ (2,433) $ 7,253 Remington 173 (69) Premier 2,177 3,443 INSPIRE 599 917 RED 193 193 OpenKey 5 8 Pure Wellness — 83 Due (to) from Braemar $ 714 $ 11,828 |
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) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2023 2022 2021 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (4,628) $ 3,646 $ (9,925) Less: Dividends on preferred stock, declared and undeclared (1) (36,193) (36,458) (35,000) Less: Amortization of preferred stock discount — — (1,053) Undistributed net income (loss) allocated to common stockholders (40,821) (32,812) (45,978) Distributed and undistributed net income (loss) - basic $ (40,821) $ (32,812) $ (45,978) Effect of deferred compensation plan (1,995) — — Distributed and undistributed net income (loss) - diluted $ (42,816) $ (32,812) $ (45,978) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 3,079 2,915 2,756 Effect of deferred compensation plan shares 49 — — Weighted average common shares outstanding – diluted 3,128 2,915 2,756 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (13.26) $ (11.26) $ (16.68) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (13.69) $ (11.26) $ (16.68) ________ (1) Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note 15. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Year Ended December 31, 2023 2022 2021 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ 501 $ 448 $ (63) Net income (loss) attributable to subsidiary convertible interests 757 — (152) Dividends on preferred stock, declared and undeclared 36,193 36,458 35,000 Amortization of preferred stock discount — — 1,053 Total $ 37,451 $ 36,906 $ 35,838 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 17 92 124 Effect of assumed conversion of Ashford Holdings units 96 65 4 Effect of conversion of subsidiary interests 436 117 145 Effect of assumed conversion of preferred stock 4,241 4,272 4,265 Total 4,790 4,546 4,538 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Certain information concerning our segments for the years ended December 31, 2023, 2022 and 2021 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. Year Ended December 31, 2023 Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 47,948 $ — $ — $ — $ — $ — $ — $ 47,948 Hotel management fees — 52,561 — — — — — 52,561 Design and construction fees — — 27,740 — — — — 27,740 Audio visual — — — 148,617 — — — 148,617 Other 268 41 — — 34,058 1,586 7,480 43,433 Cost reimbursement revenue (1) 30,744 371,720 12,207 212 92 — 11,521 426,496 Total revenues 78,960 424,322 39,947 148,829 34,150 1,586 19,001 746,795 EXPENSES Depreciation and amortization 1,353 11,861 11,527 1,920 1,109 12 440 28,222 Other operating expenses (2) 2,898 32,825 18,354 139,246 32,273 4,979 53,546 284,121 Reimbursed expenses (1) 30,673 371,720 12,207 212 92 — 11,603 426,507 Total operating expenses 34,924 416,406 42,088 141,378 33,474 4,991 65,589 738,850 OPERATING INCOME (LOSS) 44,036 7,916 (2,141) 7,451 676 (3,405) (46,588) 7,945 Equity in earnings (loss) of unconsolidated entities — — — — — — (702) (702) Interest expense — — — (1,818) (1,625) (21) (10,744) (14,208) Amortization of loan costs — — — (164) (41) — (846) (1,051) Interest income — 122 — — — — 1,676 1,798 Realized gain (loss) on investments — (80) — — — — — (80) Other income (expense) — (24) — 479 402 (64) (46) 747 INCOME (LOSS) BEFORE INCOME TAXES 44,036 7,934 (2,141) 5,948 (588) (3,490) (57,250) (5,551) Income tax (expense) benefit (10,571) (1,453) 519 (487) 304 — 12,232 544 NET INCOME (LOSS) $ 33,465 $ 6,481 $ (1,622) $ 5,461 $ (284) $ (3,490) $ (45,018) $ (5,007) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $12.9 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. Year Ended December 31, 2022 Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 48,381 $ — $ — $ — $ — $ — $ — $ 48,381 Hotel management fees — 46,548 — — — — — 46,548 Design and construction fees — — 22,167 — — — — 22,167 Audio visual — — — 121,261 — — — 121,261 Other 157 181 — — 26,309 1,480 16,185 44,312 Cost reimbursement revenue (1) 28,809 309,706 10,080 157 26 4 12,981 361,763 Total revenues 77,347 356,435 32,247 121,418 26,335 1,484 29,166 644,432 EXPENSES Depreciation and amortization 3,410 12,362 11,899 1,803 656 12 1,624 31,766 Other operating expenses (2) 2,828 24,414 13,693 107,520 22,760 5,758 52,725 229,698 Reimbursed expenses (1) 28,421 309,706 10,080 157 26 4 12,981 361,375 Total operating expenses 34,659 346,482 35,672 109,480 23,442 5,774 67,330 622,839 OPERATING INCOME (LOSS) 42,688 9,953 (3,425) 11,938 2,893 (4,290) (38,164) 21,593 Equity in earnings (loss) of unconsolidated entities — 7 — — — — 385 392 Interest expense — — — (1,263) (769) — (7,964) (9,996) Amortization of loan costs — — — (130) (52) — (579) (761) Interest income — 182 — — — — 189 371 Realized gain (loss) on investments — (121) — — — — — (121) Other income (expense) — (26) — 131 (47) 4 (87) (25) INCOME (LOSS) BEFORE INCOME TAXES 42,688 9,995 (3,425) 10,676 2,025 (4,286) (46,220) 11,453 Income tax (expense) benefit (10,406) (1,845) (528) (4,073) (557) — 8,879 (8,530) NET INCOME (LOSS) $ 32,282 $ 8,150 $ (3,953) $ 6,603 $ 1,468 $ (4,286) $ (37,341) $ 2,923 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $13.2 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. Year ended December 31, 2021 Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 47,566 $ — $ — $ — $ — $ — $ — $ 47,566 Hotel management fees — 26,260 — — — — — 26,260 Design and construction fees — — 9,557 — — — — 9,557 Audio visual — — — 49,880 — — — 49,880 Other 81 20 — — 23,867 1,965 21,396 47,329 Cost reimbursement revenue (1) 26,969 171,522 2,856 20 — — 2,608 203,975 Total revenues 74,616 197,802 12,413 49,900 23,867 1,965 24,004 384,567 EXPENSES Depreciation and amortization 4,039 12,141 12,230 1,880 400 15 1,893 32,598 Impairment — — — 1,160 — — — 1,160 Other operating expenses (2) 645 14,525 8,846 52,228 18,547 5,170 52,125 152,086 Reimbursed expenses (1) 26,949 171,522 2,856 20 — — 2,609 203,956 Total operating expenses 31,633 198,188 23,932 55,288 18,947 5,185 56,627 389,800 OPERATING INCOME (LOSS) 42,983 (386) (11,519) (5,388) 4,920 (3,220) (32,623) (5,233) Equity in earnings (loss) of unconsolidated entities — (139) — — — — 13 (126) Interest expense — — — (876) (628) — (3,640) (5,144) Amortization of loan costs — — — (121) (81) — (120) (322) Interest income — 277 — — — — 8 285 Realized gain (loss) on investments — (3) — — — — — (3) Other income (expense) — 10 — (189) (252) 7 (13) (437) INCOME (LOSS) BEFORE INCOME TAXES 42,983 (241) (11,519) (6,574) 3,959 (3,213) (36,375) (10,980) Income tax (expense) benefit (10,097) (1,406) 2,414 1,326 (1,025) — 8,950 162 NET INCOME (LOSS) $ 32,886 $ (1,647) $ (9,105) $ (5,248) $ 2,934 $ (3,213) $ (27,425) $ (10,818) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $8.6 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 Total assets by segment are presented below (in thousands): December 31, 2023 2022 Remington $ 166,719 $ 182,884 Premier 138,967 155,332 INSPIRE 57,193 42,168 RED 50,012 31,863 OpenKey 1,303 2,149 Other (1) 90,613 67,960 Total Assets $ 504,807 $ 482,356 ________ (1) Other includes the total assets of our Advisory and Corporate and Other segments. Total assets for our Advisory segment are not available for disclosure as assets are not allocated between our Advisory and Corporate and Other segments. |
Long-lived Assets by Geographic Areas | For revenues by geographical locations, see note 3. The following table presents property and equipment, net by geographic area as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 United States $ 49,478 $ 36,548 Mexico 6,439 4,478 Dominican Republic 677 538 United Kingdom (Turks and Caicos Islands) 258 227 $ 56,852 $ 41,791 |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk | Additionally, Remington, Premier, OpenKey, RED, Pure Wellness, Lismore and Warwick generated revenues through contracts with Ashford Trust and Braemar, as summarized in the table below, stated as a percentage of the consolidated subsidiaries’ total revenues. Year Ended December 31, 2023 2022 2021 Percentage of total revenues from Ashford Trust and Braemar (1) Remington 73.1 % 79.6 % 93.7 % Premier 89.1 % 88.8 % 72.1 % INSPIRE (2) 22.8 % 22.8 % 17.9 % RED 16.2 % 9.6 % 10.9 % OpenKey 9.9 % 10.8 % 8.0 % Pure Wellness 66.9 % 65.7 % 62.1 % Lismore 100.0 % 100.0 % 100.0 % Warwick 0.8 % N/A N/A ________ (1) See note 19 for details regarding our related party transactions. (2) Represents percentage of revenues earned by INSPIRE from customers at Ashford Trust and Braemar hotels. See note 3 for the discussion of audio visual revenue recognition policy. |
Organization and Description _2
Organization and Description of Business - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 19, 2023 USD ($) | Aug. 21, 2023 USD ($) | Mar. 17, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Aug. 21, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 06, 2023 | Aug. 08, 2023 | May 15, 2023 $ / shares | May 15, 2023 numberOfPurchaseRights | May 15, 2023 right | May 15, 2023 | May 14, 2023 | Mar. 24, 2023 USD ($) | Mar. 23, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||||||||||||||
Contingent consideration | $ 3,920 | $ 3,920 | $ 2,320 | ||||||||||||||
Beneficial ownership threshold (as a percent) | 0.07 | 0.10 | |||||||||||||||
Contributions from noncontrolling interests | $ 4,871 | $ 327 | $ 734 | ||||||||||||||
Voting cap percentage | 40% | ||||||||||||||||
Warwick | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Annual premiums | $ 4,700 | ||||||||||||||||
Coverage term (in years) | 1 year | ||||||||||||||||
Stirling's Hotels and Resorts | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Term of advisory agreement | 1 year | ||||||||||||||||
Renewal term, advisory agreement (in years) | 1 year | ||||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Ashford Securities | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Contributions from noncontrolling interests | $ 4,900 | $ 2,300 | |||||||||||||||
Total capital raised | 9,700 | $ 9,700 | |||||||||||||||
Ashford Securities | Other Investors | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Contributions from noncontrolling interests | 7,200 | ||||||||||||||||
Remington | Warwick | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Annual premiums | $ 6,000 | ||||||||||||||||
TSGF L.P. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Asset acquisition, consideration | $ 2,500 | ||||||||||||||||
Asset acquisition, percentage of shares acquired (as a percent) | 0.51 | 0.51 | |||||||||||||||
Asset acquisition, total assets | $ 5,000 | $ 5,000 | |||||||||||||||
Asset acquisition, investment acquired | 4,500 | ||||||||||||||||
Asset acquisition, cash and cash equivalents | $ 274 | ||||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Preferred share purchase right | 1 | 1 | |||||||||||||||
Series F Preferred Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Share of preferred stock (in dollars per share) | $ / shares | $ 0.275 | ||||||||||||||||
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] | |||||||||||||||||
Face amount of debt | $ 20,000 | ||||||||||||||||
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 | $ 1,300 | $ 1,300 | ||||||||||||||
Equity interest issued (in shares) | shares | 80 | ||||||||||||||||
Liquidation value (in dollars per share) | $ / shares | $ 25 | ||||||||||||||||
Equity interest issued, value | $ 2,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 17, 2023 | Apr. 15, 2022 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||||||
Impairment | $ 0 | $ 0 | $ 1,160,000 | |||
Investments | 9,265,000 | 4,217,000 | ||||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | |||
Equity method investments | 1,400,000 | 650,000 | ||||
Allowance for credit loss | 2,090,000 | 175,000 | ||||
Allowance for doubtful accounts | 1,900,000 | |||||
Estimated credit loss | 2,000,000 | |||||
Write off | 100,000 | |||||
Impairment of long-lived assets | 0 | 0 | 0 | |||
Other current liabilities | 26,800,000 | 23,500,000 | ||||
Contingent consideration | 3,920,000 | 2,320,000 | ||||
Unrecognized tax benefits | 1,238,000 | 1,161,000 | 0 | $ 0 | ||
Advertising costs | $ 2,800,000 | 1,800,000 | 1,500,000 | |||
Remington | ||||||
Noncontrolling Interest [Line Items] | ||||||
Impairment | 0 | |||||
Minimum | Customer Relationships | ||||||
Noncontrolling Interest [Line Items] | ||||||
Useful life (in years) | 7 years | |||||
Minimum | Management Contracts | ||||||
Noncontrolling Interest [Line Items] | ||||||
Useful life (in years) | 8 years | |||||
Minimum | Management Contracts | Remington | ||||||
Noncontrolling Interest [Line Items] | ||||||
Useful life (in years) | 8 years | |||||
Maximum | Customer Relationships | ||||||
Noncontrolling Interest [Line Items] | ||||||
Useful life (in years) | 15 years | |||||
Maximum | Management Contracts | ||||||
Noncontrolling Interest [Line Items] | ||||||
Useful life (in years) | 30 years | |||||
Maximum | Management Contracts | Remington | ||||||
Noncontrolling Interest [Line Items] | ||||||
Useful life (in years) | 22 years | |||||
Remington | ||||||
Noncontrolling Interest [Line Items] | ||||||
Other current liabilities | $ 1,700,000 | 2,200,000 | ||||
Alii Nui Maui | ||||||
Noncontrolling Interest [Line Items] | ||||||
Contingent consideration | 1,300,000 | $ 1,000,000 | ||||
Estimated Useful Life | 20 years | |||||
Chesapeake | ||||||
Noncontrolling Interest [Line Items] | ||||||
Contingent consideration | 1,300,000 | $ 10,250,000 | ||||
Contingent consideration liability, noncurrent | 1,600,000 | 2,300,000 | ||||
Unrecognized tax benefits | $ 978,000 | 917,000 | ||||
Property and equipment | Minimum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated Useful Life | 2 years | |||||
Property and equipment | Maximum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated Useful Life | 10 years | |||||
Leaseholds and Leasehold Improvements | Minimum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated Useful Life | 2 years | |||||
Leaseholds and Leasehold Improvements | Maximum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated Useful Life | 20 years | |||||
Machinery and Equipment | ||||||
Noncontrolling Interest [Line Items] | ||||||
Estimated Useful Life | 20 years | |||||
REA Holdings | ||||||
Noncontrolling Interest [Line Items] | ||||||
Option to acquire additional ownership interest (as a percent) | 50% | |||||
Ownership interests, value | $ 12,500,000 | |||||
Days before expiration | 30 days | |||||
Unconsolidated Entities | ||||||
Noncontrolling Interest [Line Items] | ||||||
Impairment | $ 0 | 0 | $ 0 | |||
Investments | TSGF L.P. | ||||||
Noncontrolling Interest [Line Items] | ||||||
TSGF L.P. investment | 5,000,000 | |||||
Unconsolidated variable interest entity | ||||||
Noncontrolling Interest [Line Items] | ||||||
Investments | $ 500,000 | $ 500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||
Carrying value of redeemable noncontrolling interests | $ 1,972 | $ 1,614 | |
Redemption value adjustment | (9) | (32) | $ (98) |
Carrying value of noncontrolling interests | $ 7,005 | $ 167 | |
Ashford Holdings | |||
Noncontrolling Interest [Line Items] | |||
Ashford Inc. ownership interest | 99.49% | 99.87% | |
Redeemable noncontrolling interests | 0.51% | 0.13% | |
Noncontrolling interests in consolidated entities | 0% | 0% | |
Noncontrolling ownership | 100% | 100% | |
Carrying value of redeemable noncontrolling interests | $ 1,614 | ||
Redemption value adjustment | $ 9 | 32 | |
Redemption value adjustment, cumulative | $ 622 | $ 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 | $ (537) | $ 273 | |
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 | $ (127) | $ (106) | |
TSGF L.P. | |||
Noncontrolling Interest [Line Items] | |||
Ashford Inc. ownership interest | 25.29% | ||
Redeemable noncontrolling interests | 0% | ||
Noncontrolling interests in consolidated entities | 74.71% | ||
Noncontrolling ownership | 100% | ||
Carrying value of noncontrolling interests | $ 7,669 |
Significant Accounting Polici_6
Significant Accounting Policies - Ownership Interest in REA Holdings (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Carrying value of the investment in REA Holdings | $ 1,400 | $ 650 | |
Equity in earnings (loss) of unconsolidated entities | (702) | 392 | $ (126) |
REA Holdings | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying value of the investment in REA Holdings | $ 2,370 | $ 3,067 | |
Ownership interest in REA Holdings | 30% | 30% | |
Equity in earnings (loss) of unconsolidated entities | $ (697) | $ 385 | $ 13 |
Significant Accounting Polici_7
Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 23,216 | $ 37,058 | $ 34,878 | $ 37,396 |
Remington | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 4,269 | 13,587 | ||
Insurance claim reserves | Advisory | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 18,947 | 23,471 | ||
Managed hotel properties' reserves | Remington | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 2,508 | 11,464 | ||
Insurance claim reserves | Remington | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 1,761 | $ 2,123 |
Significant Accounting Polici_8
Significant Accounting Policies - Notes Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2023 | Apr. 03, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Other assets, net | $ 2,041 | |||
Affiliated Entity | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Other assets, net | $ 2,697 | 2,041 | ||
Remington | Affiliated Entity | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Other assets, net | 525 | 1,506 | ||
Agreement terms, percent | 10% | |||
Ashford Holdings | Affiliated Entity | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Other assets, net | $ 1,082 | 535 | ||
Agreement terms, percent | 8% | |||
REA Holdings | Affiliated Entity | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Other assets, net | $ 845 | 0 | ||
Agreement terms, percent | 7.50% | |||
Payment period for principal | 24 months | |||
Other Affiliated Entities | Affiliated Entity | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Other assets, net | $ 245 | $ 0 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 746,795 | $ 644,432 | $ 384,567 | |
Incentive advisory installments, term (in years) | 3 years | |||
Hotel management fee, payment term (in days) | 90 days | |||
Audio visual revenue payment term (in days) | 30 days | |||
Cost reimbursement revenue payment (in days) | 30 days | |||
Payment term | 15 days | |||
Period of unsatisfied performance obligations (in years) | 1 year | |||
Receivables related to revenues from contracts with customers | $ 26,100 | 17,600 | 7,600 | |
Total advisory services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 47,948 | 48,381 | 47,566 | |
Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 424,322 | 356,435 | 197,802 | |
Base management fees, percentage of hotel revenues | 3% | |||
Incentive management fee, percentage of hotel revenues | 1% | |||
Remington | Total advisory services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | 0 | 0 | |
Ashford Trust | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 362,430 | 325,541 | 238,273 | |
Monthly base fee (as a percent) | 0.000583333 | |||
Ashford Trust | Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Due from related parties | $ 18,933 | 0 | 2,600 | |
Braemar | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 83,048 | 85,525 | 50,674 | |
Monthly base fee (as a percent) | 0.000583333 | |||
Investment in unconsolidated entities | $ 5,000 | |||
Initial contract period (in years) | 10 years | |||
Braemar | Total advisory services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 268 | 268 | ||
Braemar | Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Due from related parties | 714 | 11,828 | 1,100 | |
Braemar | Remington | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 27,577 | $ 28,181 | $ 18,345 |
Revenues - Deferred Income Acti
Revenues - Deferred Income Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue and Contract Balances | ||
Beginning balance | $ 7,800 | $ 10,905 |
Increases to deferred income | 22,657 | 11,531 |
Recognition of revenue | (12,079) | (14,636) |
Ending balance | 18,378 | 7,800 |
Revenue recognized | 5,500 | 8,100 |
Premiums earned | ||
Deferred Revenue and Contract Balances | ||
Increases to deferred income | 12,500 | |
Recognition of revenue | (375) | |
Advisory services fees | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | (760) | (2,400) |
Watersports, ferry and excursion services | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | (4,100) | (2,300) |
Audio visual | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | (2,600) | (3,500) |
Other services | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | $ (4,200) | (4,100) |
Other revenue | ||
Deferred Revenue and Contract Balances | ||
Recognition of revenue | $ (2,300) |
Revenues - Disaggregated Revenu
Revenues - Disaggregated Revenue (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 Reportable_segment | Dec. 31, 2023 segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | |
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 746,795 | $ 644,432 | $ 384,567 | ||
Number of reportable segments | 6 | 6 | 7 | 7 | |
Advisory | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 78,960 | $ 77,347 | $ 74,616 | ||
Remington | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 424,322 | 356,435 | 197,802 | ||
Premier | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 39,947 | 32,247 | 12,413 | ||
INSPIRE | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 148,829 | 121,418 | 49,900 | ||
RED | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 34,150 | 26,335 | 23,867 | ||
OpenKey | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 1,586 | 1,484 | 1,965 | ||
Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 19,001 | 29,166 | 24,004 | ||
Total advisory services revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 47,948 | 48,381 | 47,566 | ||
Total advisory services revenue | Advisory | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 47,948 | 48,381 | 47,566 | ||
Total advisory services revenue | Remington | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Total advisory services revenue | Premier | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Total advisory services revenue | INSPIRE | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Total advisory services revenue | RED | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Total advisory services revenue | OpenKey | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Total advisory services revenue | Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Base advisory fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 47,159 | 47,592 | 47,045 | ||
Incentive advisory fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 268 | 268 | 0 | ||
Other advisory revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 521 | 521 | 521 | ||
Hotel management fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 52,561 | 46,548 | 26,260 | ||
Hotel management fees | Advisory | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | Remington | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 52,561 | 46,548 | 26,260 | ||
Hotel management fees | Premier | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | INSPIRE | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | RED | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | OpenKey | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Base fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 37,651 | 34,072 | 21,291 | ||
Incentive fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 5,569 | 8,533 | 4,969 | ||
Other management fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 9,341 | 3,943 | 0 | ||
Design and construction fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 27,740 | 22,167 | 9,557 | ||
Design and construction fees | Advisory | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | Remington | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | Premier | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 27,740 | 22,167 | 9,557 | ||
Design and construction fees | INSPIRE | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | RED | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | OpenKey | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 148,617 | 121,261 | 49,880 | ||
Audio visual | Advisory | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | Remington | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | Premier | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | INSPIRE | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 148,617 | 121,261 | 49,880 | ||
Audio visual | RED | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | OpenKey | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 0 | 0 | ||
Total other revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 43,433 | 44,312 | 47,329 | ||
Watersports, ferry and excursion services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 34,057 | 26,309 | 23,867 | ||
Debt placement and related fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 4,634 | 4,222 | 12,384 | ||
Premiums earned | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 375 | 0 | 0 | ||
Cash management fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 256 | 135 | 0 | ||
Claims management services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 12 | 20 | 81 | ||
Other services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 4,099 | 13,626 | 10,997 | ||
Cost reimbursement revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 426,496 | 361,763 | 203,975 | ||
Cost reimbursement revenue | Advisory | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 30,744 | 28,809 | 26,969 | ||
Cost reimbursement revenue | Remington | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 371,720 | 309,706 | 171,522 | ||
Cost reimbursement revenue | Premier | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 12,207 | 10,080 | 2,856 | ||
Cost reimbursement revenue | INSPIRE | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 212 | 157 | 20 | ||
Cost reimbursement revenue | RED | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 92 | 26 | 0 | ||
Cost reimbursement revenue | OpenKey | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 0 | 4 | 0 | ||
Cost reimbursement revenue | Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 11,521 | $ 12,981 | $ 2,608 |
Revenues - Revenue by Geographi
Revenues - Revenue by Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 746,795 | $ 644,432 | $ 384,567 |
Audio visual | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 148,617 | 121,261 | 49,880 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 45,239 | 32,981 | 11,918 |
Remington | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 424,322 | 356,435 | 197,802 |
Remington | Audio visual | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Remington | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 423,999 | 356,435 | 197,802 |
Remington | Costa Rica | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 323 | 0 | 0 |
INSPIRE | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 148,829 | 121,418 | 49,900 |
INSPIRE | Audio visual | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 148,617 | 121,261 | 49,880 |
INSPIRE | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 109,676 | 92,418 | 39,164 |
INSPIRE | Mexico | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 29,737 | 22,087 | 7,724 |
INSPIRE | Dominican Republic | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 9,416 | 6,913 | 2,992 |
RED | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 34,150 | 26,335 | 23,867 |
RED | Audio visual | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 0 | 0 |
RED | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 10,138 | 10,885 | 11,908 |
RED | HAWAII | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 6,658 | 0 | 0 |
RED | U.S. Virgin Islands | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 11,591 | 11,469 | 10,757 |
RED | United Kingdom (Turks and Caicos Islands) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 5,763 | $ 3,981 | $ 1,202 |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 17, 2023 | Apr. 15, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 3,920 | $ 2,320 | |||||
Notes payable, net | 132,579 | 89,680 | |||||
Goodwill, acquisition adjustments | 1,652 | 73 | |||||
Acquisition of Chesapeake through issuance of Series CHP Units from our subsidiary Ashford Holdings | 0 | 1,387 | $ 0 | ||||
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 | 1,300 | |||||
Equity interest issued (in shares) | 80,000 | ||||||
Liquidation value (in dollars per share) | $ 25 | ||||||
Equity interest issued, value | $ 2,000 | ||||||
Interest rate | 6.50% | ||||||
Cash held back | $ 300 | ||||||
Maximum term for cash consideration to be paid (in months) | 18 months | ||||||
Term for conversion (in years) | 3 years | ||||||
Notes payable, net | $ 2,000 | ||||||
Adjustment, deferred income taxes | $ 1,600 | ||||||
Goodwill, acquisition adjustments | $ 1,600 | ||||||
Acquisition revenues | 6,700 | ||||||
Net income (loss) from acquisition | (245) | ||||||
Cash consideration | 7,700 | ||||||
Working capital adjustments | 304 | ||||||
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 | ||||||
Chesapeake | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 10,250 | 1,300 | |||||
Equity interest issued (in shares) | 378,000 | ||||||
Equity interest issued, value | $ 9,450 | ||||||
Acquisition revenues | 64,700 | 43,100 | |||||
Net income (loss) from acquisition | $ (1,300) | $ 3,000 | |||||
Cash consideration | $ 6,300 | ||||||
Equity interest issued (in dollars per share) | $ 25 | ||||||
Acquisition of Chesapeake through issuance of Series CHP Units from our subsidiary Ashford Holdings | $ 1,400 | ||||||
Equity interest issued, discount | $ 8,063 | ||||||
Preferred units, convertible, conversion price (in dollars per share) | $ 117.50 | ||||||
Total potential consideration | $ 18,100 | ||||||
Working capital adjustments | 193 | $ 73 | |||||
Chesapeake | Cash Consideration Payable | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | 6,300 | ||||||
Chesapeake | Equity Consideration Payable | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 6,300 |
Business Combination - Purchase
Business Combination - Purchase Price and Final Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 17, 2023 | Apr. 15, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Acquisition related contingent consideration liability | $ 1,000 | $ 1,670 | $ 0 | |||
Alii Nui Maui | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 7,700 | |||||
Cash held back | 300 | |||||
Acquisition related contingent consideration liability | 1,000 | |||||
Series Units | 2,000 | |||||
Working capital adjustments | 304 | |||||
Total fair value of purchase price | $ 11,304 | |||||
Chesapeake | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 6,300 | |||||
Acquisition related contingent consideration liability | 1,670 | |||||
Series Units | 9,450 | |||||
Working capital adjustments | 193 | $ 73 | ||||
Discount on Series Units | (8,063) | |||||
Total fair value of purchase price | $ 9,550 |
Business Combination - Acquisit
Business Combination - Acquisition Schedules (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 17, 2023 | Apr. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value | |||||
Goodwill | $ 61,013 | $ 58,675 | $ 56,622 | ||
Pro Forma Financial Results | |||||
Total revenues | 748,635 | 665,791 | |||
Net income (loss) | (4,778) | 3,867 | |||
Net income (loss) attributable to common stockholders | (40,592) | (32,067) | |||
Alii Nui Maui | |||||
Fair Value | |||||
Cash and equivalents | $ 996 | ||||
Current assets including cash of $996 | 1,286 | ||||
Property and equipment, net | 2,254 | ||||
Trademarks | 1,600 | ||||
Total assets acquired | 11,390 | ||||
Current liabilities | 857 | ||||
Deferred tax liability | 1,567 | ||||
Total assumed liabilities | 2,424 | ||||
Total identifiable net assets acquired | 8,966 | ||||
Goodwill | $ 2,338 | ||||
Estimated Useful Life | |||||
Estimated Useful Life | 20 years | ||||
Alii Nui Maui | Boat slip rights | |||||
Fair Value | |||||
Boat slip rights | $ 6,250 | ||||
Estimated Useful Life | |||||
Estimated Useful Life | 20 years | ||||
Chesapeake | |||||
Fair Value | |||||
Cash and equivalents | $ 228 | ||||
Current assets including cash of $996 | 930 | ||||
Boat slip rights | 7,131 | ||||
Total assets acquired | 8,061 | ||||
Current liabilities | 347 | ||||
Deferred tax liability | 217 | ||||
Total assumed liabilities | 564 | ||||
Total identifiable net assets acquired | 7,497 | ||||
Goodwill | $ 2,053 | ||||
Pro Forma Financial Results | |||||
Non-recurring transaction costs | $ 375 | $ 1,900 | |||
Chesapeake | Management Contracts | |||||
Estimated Useful Life | |||||
Estimated Useful Life | 8 years |
Marietta Disposition - Narrativ
Marietta Disposition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 13, 2020 | |
Business Acquisition [Line Items] | |||||
Loss on disposition of Marietta | $ 1,200 | $ 0 | $ 1,244 | $ 0 | |
Ashford Trust | |||||
Business Acquisition [Line Items] | |||||
ERFP commitments | $ 11,400 |
Marietta Disposition- Consolida
Marietta Disposition- Consolidated Statement ofOperations (Details) - Disposal group, held-for-sale, not discontinued operations - Marietta sale agreement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Other revenue | $ 9,763 | $ 6,336 |
Depreciation and amortization | (1,206) | (1,260) |
General and administrative | (113) | 48 |
Other expenses | (7,047) | (3,758) |
Operating income (loss) | 1,397 | 1,366 |
Interest expense | (2,399) | (2,539) |
Loss before income taxes | $ (1,002) | $ (1,173) |
Marietta Disposition - Assets a
Marietta Disposition - Assets and Liabilities (Details) - Disposal group, held-for-sale, not discontinued operations - Marietta sale agreement $ in Thousands | Dec. 16, 2022 USD ($) |
Current assets: | |
Cash held by Marietta upon disposition | $ 1,067 |
Restricted cash | 1,056 |
Accounts receivable, net | 22 |
Inventories | 48 |
Prepaid expenses and other | 364 |
Total current assets | 2,557 |
Property and equipment, net | 40,381 |
Total assets | 42,938 |
Current liabilities: | |
Accounts payable and accrued expenses | 582 |
Due to affiliates | 242 |
Finance lease liabilities | 845 |
Total current liabilities | 1,669 |
Finance lease liabilities | 40,025 |
Total liabilities | 41,694 |
Net assets disposed | $ 1,244 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 90,821 | $ 71,391 | |
Accumulated depreciation | (33,969) | (29,600) | |
Property and equipment, net | 56,852 | 41,791 | |
Depreciation expense | 11,100 | 12,700 | $ 12,900 |
Depreciation and amortization | 28,222 | 31,766 | 32,598 |
Rental pool equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 38,755 | 26,563 | |
FF&E leased to Ashford Trust | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,610 | 11,283 | |
FF&E leased to Braemar | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 992 | 1,616 | |
Property and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 17,045 | 11,726 | |
Marine vessels | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 27,307 | 17,789 | |
Depreciation expense | 2,000 | 1,400 | 929 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,695 | 1,148 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 417 | 1,266 | |
Audio visual | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 5,200 | $ 4,900 | $ 5,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 58,675 | $ 56,622 | |
Additions | 686 | 1,980 | |
Goodwill, acquisition adjustments | 1,652 | 73 | |
Ending balance | 61,013 | 58,675 | |
Remington | |||
Goodwill [Roll Forward] | |||
Beginning balance | 56,658 | 54,605 | |
Additions | 0 | 1,980 | |
Goodwill, acquisition adjustments | 0 | 73 | |
Ending balance | 56,658 | 56,658 | |
Accumulated impairment | $ 121,000 | ||
RED | |||
Goodwill [Roll Forward] | |||
Beginning balance | 1,235 | 1,235 | |
Additions | 686 | 0 | |
Goodwill, acquisition adjustments | 1,652 | 0 | |
Ending balance | 3,573 | 1,235 | |
Corporate and Other | |||
Goodwill [Roll Forward] | |||
Beginning balance | 782 | 782 | |
Additions | 0 | 0 | |
Goodwill, acquisition adjustments | 0 | 0 | |
Ending balance | $ 782 | $ 782 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 327,400 | $ 321,150 | |
Accumulated Amortization | (124,295) | (99,996) | |
Total | 203,105 | 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 | (51,891) | (40,519) | |
Total | 62,840 | 74,212 | |
Management Contracts | Premier | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 194,000 | 194,000 | |
Accumulated Amortization | (64,808) | (53,415) | |
Total | 129,192 | 140,585 | |
Customer Relationships | INSPIRE | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,319 | 9,319 | |
Accumulated Amortization | (6,645) | (5,527) | |
Total | 2,674 | 3,792 | |
Boat slip rights | RED | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,350 | 3,100 | |
Accumulated Amortization | (951) | (535) | |
Total | $ 8,399 | $ 2,565 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Estimated Useful Life | 12 months | ||
Alii Nui Maui | |||
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 | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Boat slip rights | $ 6,250 | ||
Estimated Useful Life | 20 years | ||
Alii Nui Maui | Boat slip rights | RED | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Boat slip rights | $ 6,300 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 24.3 | $ 25.3 | $ 25.6 |
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 | ||
Management Contracts | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 8 years | ||
Management Contracts | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 30 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_6
Goodwill and Intangible Assets, net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 21,877 | |
2025 | 18,987 | |
2026 | 17,255 | |
2027 | 15,764 | |
2028 | 14,488 | |
Thereafter | 114,734 | |
Total | $ 203,105 | $ 221,154 |
Notes Payable, net - Schedule o
Notes Payable, net - Schedule of Debt (Details) $ / shares in Units, shares in Thousands | 12 Months Ended | ||||||||||||||
May 19, 2023 vessel | Mar. 24, 2023 USD ($) | Mar. 17, 2023 USD ($) loan $ / shares shares | Apr. 01, 2022 USD ($) extension borrowing | Mar. 17, 2022 USD ($) debt_instrument | Mar. 09, 2021 USD ($) | Jul. 18, 2019 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 04, 2023 USD ($) | Mar. 23, 2023 USD ($) | Feb. 02, 2023 USD ($) | Sep. 15, 2022 USD ($) | Jul. 23, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | $ 141,068,000 | $ 99,102,000 | |||||||||||||
Capitalized default interest, net | 0 | 148,000 | |||||||||||||
Deferred loan costs, net | (2,723,000) | (2,643,000) | |||||||||||||
Original issue discount, net | (1,379,000) | (1,732,000) | |||||||||||||
Notes payable including capitalized default interest and deferred loan costs, net | 136,966,000 | 94,875,000 | |||||||||||||
Less current portion | (4,387,000) | (5,195,000) | |||||||||||||
Total notes payable, net - non-current | 132,579,000 | 89,680,000 | |||||||||||||
Acquisition of non-controlling interest in consolidated subsidiaries | 2,226,000 | 0 | $ 0 | ||||||||||||
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 | ||||||||||||||
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% | ||||||||||||||
INSPIRE | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, collateral amount | 8,300,000 | 7,500,000 | |||||||||||||
RED | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, collateral amount | $ 20,600,000 | $ 13,600,000 | |||||||||||||
Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Reference rate | 8.50% | 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% | ||||||||||||||
Equipment Note 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% | ||||||||||||||
Term Loan Due July 2029 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 6% | ||||||||||||||
Term Loan Due April 2024 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 9% | ||||||||||||||
Term Loan One Due August 2029 | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 2% | ||||||||||||||
Term Loan Two Due August 2029 | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 2% | ||||||||||||||
Term Loan Due August 2029 | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||||
Term Loan One Due March 2033 | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||
Term Loan Two Due March 2023 | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||
Term Loan Due May 2033 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of vessels | vessel | 2 | ||||||||||||||
Term Loan Due May 2033 | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1% | 1% | |||||||||||||
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% | ||||||||||||||
Draw Term Loan Due February 2029 | Prime Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||
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 | $ 100,000,000 | 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 | 5.38% | ||||||||||||||
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 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 | 50,000,000 | ||||||||||||||
Remaining borrowing capacity | $ 50,000,000 | ||||||||||||||
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 | Adjusted Term Secured Overnight Financing Rate (SOFR) | 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 | $ 1,234,000 | 1,495,000 | |||||||||||||
Notes Payable to Banks | Notes Payable Related to OpenKey Funding Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 237,000 | 0 | |||||||||||||
Remaining borrowing capacity | 158,000 | ||||||||||||||
Face amount of debt | $ 395,000 | ||||||||||||||
Notes Payable to Banks | Term Loan Due March 2028 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | $ 18,500,000 | 17,300,000 | |||||||||||||
Face amount of debt | 20,000,000 | ||||||||||||||
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 | 5.44% | ||||||||||||||
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 | Equipment Note due March 2028 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Remaining borrowing capacity | $ 600,000 | ||||||||||||||
Notes Payable to Banks | Term Loan Due July 2029 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 6% | ||||||||||||||
Total notes payable | $ 1,537,000 | 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 April 2024 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | $ 60,000 | 337,000 | |||||||||||||
Notes Payable to Banks | Term Loan One Due August 2029 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 800,000 | 858,000 | |||||||||||||
Face amount of debt | $ 900,000 | ||||||||||||||
Notes Payable to Banks | Term Loan Two Due August 2029 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 1,830,000 | 1,980,000 | |||||||||||||
Notes Payable to Banks | Term Loan Due August 2029 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 2,672,000 | 3,006,000 | |||||||||||||
Notes Payable to Banks | Term Loan One Due March 2033 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | $ 1,700,000 | 1,645,000 | 0 | ||||||||||||
Number of term loans | loan | 2 | ||||||||||||||
Notes Payable to Banks | Term Loan Two Due March 2023 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | $ 2,400,000 | 2,336,000 | 0 | ||||||||||||
Notes Payable to Banks | Term Loan Due May 2033 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 622,000 | 0 | |||||||||||||
Notes Payable to Banks | Draw Term Loan One Due March 2032 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 1,448,000 | 641,000 | |||||||||||||
Notes Payable to Banks | Draw Term Loan Two Due March 2032 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 1,043,000 | 640,000 | |||||||||||||
Notes Payable to Banks | Draw Term Loan Due 2027 and 2028 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 1,386,000 | 1,099,000 | |||||||||||||
Notes Payable to Banks | Draw Term Loan Due February 2029 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 168,000 | 0 | |||||||||||||
Face amount of debt | $ 900,000 | ||||||||||||||
Unused borrowing capacity | 732,000 | ||||||||||||||
Revolving Credit Facility | Facility Due March 2028 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Remaining borrowing capacity | 6,000,000 | ||||||||||||||
Revolving Credit Facility | Facility due On Demand | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | 150,000 | 150,000 | |||||||||||||
Remaining borrowing capacity | $ 100,000 | ||||||||||||||
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% | ||||||||||||||
Equipment Note | Equipment Note due March 2028 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total notes payable | $ 3,400,000 | $ 0 |
Notes Payable, net - Maturities
Notes Payable, net - Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 4,387 | |
2025 | 4,068 | |
2026 | 6,189 | |
2027 | 104,989 | |
2028 | 12,711 | |
Thereafter | 8,724 | |
Total | $ 141,068 | $ 99,102 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) renewalOption | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of renewal options | renewalOption | 1 | ||
Operating lease right-of-use assets | $ 21,193 | $ 23,844 | |
Operating lease, expense | $ 3,300 | $ 3,400 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term | 10 years |
Leases - Lease Balances (Detail
Leases - Lease Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease right-of-use assets | $ 21,193 | $ 23,844 |
Finance lease assets | $ 3,081 | $ 3,236 |
Finance lease, right-of-use asset, statement of financial position, extensible enumeration | Property and equipment, net | Property and equipment, net |
Total leased assets | $ 24,274 | $ 27,080 |
Current | ||
Operating lease liabilities | 4,160 | 3,868 |
Finance lease liabilities | 437 | 1,456 |
Noncurrent | ||
Operating lease liabilities | 19,174 | 20,082 |
Finance lease liabilities | 2,832 | 1,962 |
Total leased liabilities | $ 26,603 | $ 27,368 |
Leases - Lease Expense and Cash
Leases - Lease Expense and Cash Outflows from Operating and Finance Leases (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease cost | |||
Rent expense | $ 6,846 | $ 6,060 | $ 5,654 |
Finance lease cost | |||
Depreciation and amortization | 460 | 1,624 | 1,455 |
Interest expense | 212 | 2,616 | 2,727 |
Total lease cost | 7,518 | 10,300 | 9,836 |
Short-term lease expense | 917 | 619 | 442 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | 3,834 | 3,505 | 3,713 |
Financing cash flows from finance leases | $ 419 | $ 1,160 | $ 439 |
Leases - Lease Additions (Detai
Leases - Lease Additions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 03, 2023 | |
Lessee, Lease, Description [Line Items] | ||||
Operating leases, lease additions | $ 20,438 | $ 298 | $ 607 | |
Finance lease additions | 1,392 | 903 | $ 0 | |
Operating lease right-of-use assets | 21,193 | $ 23,844 | ||
Present value of minimum lease payments | 23,334 | |||
RHC | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating leases, lease additions | $ 17,200 | |||
Consolidation, Eliminations | ||||
Lessee, Lease, Description [Line Items] | ||||
Present value of minimum lease payments | $ 17,200 | |||
Consolidation, Eliminations | RHC | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 17,200 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 5,956 |
2025 | 5,323 |
2026 | 5,091 |
2027 | 4,942 |
2028 | 4,320 |
Thereafter | 6,212 |
Total minimum lease payments (receipts) | 31,844 |
Imputed interest | (8,510) |
Present value of minimum lease payments | 23,334 |
Finance Leases | |
2024 | 639 |
2025 | 395 |
2026 | 1,370 |
2027 | 234 |
2028 | 161 |
Thereafter | 1,544 |
Total minimum lease payments (receipts) | 4,343 |
Imputed interest | (1,074) |
Present value of minimum lease payments | 3,269 |
Sublease Payments to be Received | |
2024 | 105 |
2025 | 83 |
2026 | 83 |
2027 | 83 |
2028 | 76 |
Thereafter | 0 |
Total minimum lease payments (receipts) | $ 430 |
Leases - Weighted-Average Remai
Leases - Weighted-Average Remaining Lease Terms and Discount Rates (Details) - renewalOption | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted-average remaining lease term | |||
Operating leases | 8 years 3 days | 8 years 8 months 26 days | 9 years 4 months 2 days |
Finance leases | 8 years 4 months 24 days | 8 years 2 months 1 day | 31 years 5 months 26 days |
Weighted-average discount rate | |||
Operating leases | 8.20% | 5.20% | 5.20% |
Finance leases | 6.70% | 6.60% | 6.20% |
Number of renewal options | 1 | ||
Irving, Texas | |||
Weighted-average discount rate | |||
Number of renewal options | 2 | ||
Renewal term | 10 years |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 18,482 | $ 18,841 |
Accrued payroll expense | 31,153 | 30,626 |
Accrued vacation expense | 2,408 | 2,418 |
Accrued interest | 444 | 381 |
Other accrued expenses | 2,350 | 3,813 |
Total accounts payable and accrued expenses | $ 54,837 | $ 56,079 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial assets not measured at fair value: | |||
Investments | $ 5,000 | $ 0 | |
Financial liabilities not measured at fair value: | |||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Salaries and benefits | Salaries and benefits | Salaries and benefits |
Fair Value, Measurements, Recurring | |||
Financial assets not measured at fair value: | |||
Investments | $ 5,000 | ||
Restricted Investment | $ 303 | ||
Total | 5,128 | ||
Financial liabilities not measured at fair value: | |||
Contingent consideration | (3,920) | (2,320) | |
Subsidiary compensation plan | (74) | ||
Deferred compensation plan | (891) | (2,849) | |
Total | (4,811) | (5,243) | |
Net | 317 | (4,940) | |
Fair Value, Measurements, Recurring | Ashford Trust | |||
Financial assets not measured at fair value: | |||
Restricted Investment | 19 | 57 | |
Fair Value, Measurements, Recurring | Braemar | |||
Financial assets not measured at fair value: | |||
Restricted Investment | 109 | 246 | |
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | |||
Financial assets not measured at fair value: | |||
Investments | 0 | ||
Restricted Investment | 303 | ||
Total | 128 | ||
Financial liabilities not measured at fair value: | |||
Contingent consideration | (1,000) | 0 | |
Subsidiary compensation plan | 0 | ||
Deferred compensation plan | (891) | (2,849) | |
Total | (1,891) | (2,849) | |
Net | (1,763) | (2,546) | |
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | Ashford Trust | |||
Financial assets not measured at fair value: | |||
Restricted Investment | 19 | 57 | |
Fair Value, Measurements, Recurring | Quoted Market Prices (Level 1) | Braemar | |||
Financial assets not measured at fair value: | |||
Restricted Investment | 109 | 246 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||
Financial assets not measured at fair value: | |||
Investments | 0 | ||
Restricted Investment | 0 | ||
Total | 0 | ||
Financial liabilities not measured at fair value: | |||
Contingent consideration | 0 | 0 | |
Subsidiary compensation plan | (74) | ||
Deferred compensation plan | 0 | 0 | |
Total | 0 | (74) | |
Net | 0 | (74) | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Ashford Trust | |||
Financial assets not measured at fair value: | |||
Restricted Investment | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Braemar | |||
Financial assets not measured at fair value: | |||
Restricted Investment | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||
Financial assets not measured at fair value: | |||
Investments | 5,000 | ||
Restricted Investment | 0 | ||
Total | 5,000 | ||
Financial liabilities not measured at fair value: | |||
Contingent consideration | (2,920) | (2,320) | |
Subsidiary compensation plan | 0 | ||
Deferred compensation plan | 0 | 0 | |
Total | (2,920) | (2,320) | |
Net | 2,080 | (2,320) | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Ashford Trust | |||
Financial assets not measured at fair value: | |||
Restricted Investment | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Braemar | |||
Financial assets not measured at fair value: | |||
Restricted Investment | $ 0 | $ 0 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward of Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Assets | $ 504,807 | $ 482,356 | ||
Cash and cash equivalents | 52,054 | $ 44,390 | $ 37,571 | $ 45,270 |
TSGF L.P. | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Assets | 9,300 | |||
Cash and cash equivalents | 4,300 | |||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Investments | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at January 1, 2023 | 0 | |||
Balance at December 31, 2023 | 5,000 | |||
TSGF L.P. | Investments | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
TSGF L.P. investment | 5,000 | |||
TSGF L.P. | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Investments | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
TSGF L.P. investment | $ 5,000 |
Fair Value Measurements - Rol_2
Fair Value Measurements - Rollforward of Contingent Consideration Liability (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Unrealized gain (loss) | $ 1,353 | $ (56) | $ (1,989) | |
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 (as a percent) | 0.3998 | |||
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 (as a percent) | 0.3555 | |||
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 (as a percent) | 0.0498 | |||
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 (as a percent) | 0.3642 | |||
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 (as a percent) | 0.0542 | |||
Contingent consideration | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Unrealized gain (loss) | $ (600) | (650) | (23) | |
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 | (2,920) | (2,320) | $ 0 | |
Acquisition of Chesapeake | (1,670) | |||
Unrealized gain (loss) | $ (600) | (650) | ||
Ending balance | $ (2,320) | $ (2,320) | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Impairment | $ 0 | $ 0 | $ 0 |
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment | ||
Impairment of intangible assets, net | $ 0 | 0 | |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment | ||
INSPIRE | Trademarks | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Impairment of intangible assets, net | $ 1.2 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of intangible assets, net | $ 0 | $ 0 | |
Total | (105) | (113) | $ (1,538) |
Unrealized gain (loss) | 1,353 | (56) | (1,989) |
Net | 1,248 | (169) | (3,527) |
Intangible assets, net | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of intangible assets, net | 0 | 0 | (1,160) |
Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) | (600) | (650) | (23) |
Subsidiary compensation plan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) | (6) | 117 | (295) |
Deferred compensation plan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) | 1,959 | 477 | (1,671) |
Restricted Investments | Ashford Trust | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) on investment | (20) | 40 | 0 |
Realized gain (loss) on investment | (73) | (109) | (336) |
Restricted Investments | Braemar | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) on investment | (5) | (67) | 0 |
Realized gain (loss) on investment | $ (7) | $ 23 | $ (42) |
Fair Value Measurements - Restr
Fair Value Measurements - Restricted Investment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 128 | $ 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 | 662 | 821 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | $ (534) | (518) |
Fair Value | $ 303 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial assets measured at fair value: | ||||
Restricted investment, Carrying value | $ 128 | $ 303 | ||
Restricted investment, Fair value | 128 | 303 | ||
Investments, Carrying Value | 5,000 | 0 | ||
Investments, Fair Value | 5,000 | 0 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | 891 | 2,849 | ||
Deferred compensation plan, Fair value | 891 | 2,849 | ||
Contingent consideration, Carrying Value | 3,920 | 2,320 | ||
Contingent consideration, Fair value | 3,920 | 2,320 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 52,054 | 44,390 | $ 37,571 | $ 45,270 |
Cash and cash equivalents, fair value | 52,054 | 44,390 | ||
Restricted cash, Carrying value | 23,216 | 37,058 | 34,878 | $ 37,396 |
Restricted cash, Fair value | 23,216 | 37,058 | ||
Accounts receivable, net, Carrying value | 26,945 | 17,615 | ||
Accounts receivable, net, Fair value | 26,945 | 17,615 | ||
Notes receivable, Carrying value | 2,041 | |||
Notes receivable, Fair value | 2,697 | 2,041 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 54,837 | 56,079 | ||
Accounts payable and accrued expenses, Fair value | 54,837 | 56,079 | ||
Dividends payable, Carrying value | 28,508 | 27,285 | ||
Dividends payable, Fair value | 28,508 | 27,285 | ||
Claims liabilities and other, Carrying value | 29,782 | 26,547 | ||
Claims liabilities and other, Fair value | 29,782 | 26,547 | ||
Notes payable, Carrying value | 141,068 | 99,102 | ||
Notes payable, Fair value | $ 141,068 | 99,102 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Maximum maturity period of financial assets (in days) | 90 days | |||
Other Affiliated Entities | Related Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | $ 41 | 463 | ||
Due from related parties, Fair value | 41 | 463 | ||
Financial liabilities not measured at fair value: | ||||
Due to affiliates and related party | 0 | 15 | ||
Due to related parties, Fair value | 0 | 15 | ||
Ashford Trust | Related Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 18,933 | 0 | 2,600 | |
Due from related parties, Fair value | 18,933 | 0 | ||
Financial liabilities not measured at fair value: | ||||
Due to affiliates and related party | 0 | 1,197 | ||
Due to related parties, Fair value | 0 | 1,197 | ||
Braemar | Related Party | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 714 | 11,828 | $ 1,100 | |
Due from related parties, Fair value | $ 714 | $ 11,828 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | ||||
Jan. 25, 2024 USD ($) | Aug. 05, 2022 USD ($) | Jul. 15, 2022 USD ($) installment | Feb. 29, 2024 lawsuit | Dec. 31, 2023 USD ($) | |
INSPIRE | |||||
Long-term Purchase Commitment [Line Items] | |||||
Penalties and interest accrued | $ 525 | ||||
Subsequent Event | |||||
Long-term Purchase Commitment [Line Items] | |||||
Number of lawsuits filed | lawsuit | 2 | ||||
Subsequent Event | INSPIRE | |||||
Long-term Purchase Commitment [Line Items] | |||||
Tax contingency, penalties and interest included | $ 3,900 | ||||
Maximum period to issue final tax assessment (in years) | 1 year | ||||
Former Chief Operating Officer | |||||
Long-term Purchase Commitment [Line Items] | |||||
Cash termination payment | $ 750 | ||||
Severance payments liability | $ 6,400 | $ 1,900 | |||
Number of monthly installments | installment | 24 | ||||
Severance costs, monthly installment amount | $ 267 |
Equity (Deficit) - Narrative (D
Equity (Deficit) - Narrative (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Capital stock authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 50,000,000 | 50,000,000 |
Blank Check Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Series D Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued (in shares) | 19,120,000 | 19,120,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Equity (Deficit) - Noncontrolli
Equity (Deficit) - Noncontrolling Interest in Consolidated Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Total net (income) loss attributable to noncontrolling interests | $ 880 | $ 1,171 | $ 678 |
OpenKey | |||
Class of Stock [Line Items] | |||
Total net (income) loss attributable to noncontrolling interests | 809 | 1,005 | 799 |
RED | |||
Class of Stock [Line Items] | |||
Total net (income) loss attributable to noncontrolling interests | 0 | 0 | (51) |
Pure Wellness | |||
Class of Stock [Line Items] | |||
Total net (income) loss attributable to noncontrolling interests | 21 | 166 | (70) |
TSGF L.P. | |||
Class of Stock [Line Items] | |||
Total net (income) loss attributable to noncontrolling interests | $ 50 | $ 0 | $ 0 |
Mezzanine Equity - Redeemable N
Mezzanine Equity - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Net (income) loss attributable to redeemable noncontrolling interests | $ (501) | $ (448) | $ 215 |
Ashford Holdings | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Net (income) loss attributable to redeemable noncontrolling interests | (501) | (448) | 63 |
OpenKey | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Net (income) loss attributable to redeemable noncontrolling interests | $ 0 | $ 0 | $ 152 |
Mezzanine Equity - Narrative (D
Mezzanine Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Oct. 11, 2023 | Jul. 12, 2023 | Apr. 14, 2023 | Apr. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 501 | $ 448 | $ (215) | ||||
Aggregate preferred dividends - undeclared | 28,508 | 18,414 | |||||
Payments of ordinary dividends, preferred stock | 34,798 | 43,919 | 16,706 | ||||
Dividends payable | 28,508 | 27,285 | |||||
Ashford Holdings | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Net (income) loss attributable to redeemable noncontrolling interests | 501 | 448 | $ (63) | ||||
Series CHP Units | Ashford Holdings | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 688 | 489 | |||||
Series D Convertible Preferred Stock | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Preferred stock, consent percentage | 55% | ||||||
Payments of ordinary dividends, preferred stock | $ 8,700 | $ 8,700 | $ 8,700 | ||||
Dividends payable | $ 28,500 | $ 27,100 | |||||
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |||
Preferred dividends - declared | $ 26,099 | $ 52,618 | $ 16,706 |
Preferred dividends per share - declared (in dollars per share) | $ 1.3650 | $ 2.7520 | $ 0.8737 |
Aggregate preferred dividends - undeclared | $ 28,508 | $ 18,414 | |
Preferred dividends per share - undeclared (in dollars per share) | $ 1.4910 | $ 0.9631 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Plan modification, incremental cost | $ 947 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards modified (in shares) | 0 | 74,000 | 0 | |
Plan modification, incremental cost | $ 313 | |||
Class 2 LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards modified (in shares) | 0 | 150,000 | ||
Plan modification, incremental cost | $ 634 | |||
Granted (in shares) | 48,000 | |||
Options granted fair value | $ 390 | |||
Period for recognition (in years) | 1 year 2 months 12 days | |||
Vesting period | 3 years | |||
Expiration period | 10 years | |||
Unrecognized compensation expense, stock options | $ 156 | |||
Long-Term Incentive Plan Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at beginning of year | 67,000 | 39,000 | 0 | |
Vesting period | 3 years | |||
Granted (in shares) | 41,000 | 39,000 | ||
2014 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized to grant (in shares) | 3,173,812 | |||
Shares available for future issuance (in shares) | 593,082 | |||
Automatic yearly increase of authorized shares | 15% | |||
2014 Incentive Plan | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance (in shares) | 750,949 |
Equity-Based Compensation - Com
Equity-Based Compensation - Components of Equity-Based Compensation (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation | $ 14,608 | $ 20,152 | $ 23,651 |
Plan modification, incremental cost | 947 | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation | 130 | 1,398 | 2,641 |
Plan modification, incremental cost | $ 313 | ||
Plan modification, number of shares (in shares) | 74 | ||
Employee Stock Option | Employee equity grant expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation | 1,729 | $ 2,135 | 1,217 |
Stock Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation | 2,412 | 4,045 | 4,553 |
Stock Compensation Plan | REIT equity-based compensation | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation | 12,196 | 16,107 | 19,098 |
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 | 553 | 512 | $ 695 |
Class 2 LTIP Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense, stock options | $ 156 | ||
Period for recognition (in years) | 1 year 2 months 12 days | ||
Plan modification, incremental cost | $ 634 | ||
Plan modification, number of shares (in shares) | 150 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for recognition (in years) | 1 year 7 months 6 days | ||
Unrecognized compensation expense, other than options | $ 2,500 |
Equity-Based Compensation - Wei
Equity-Based Compensation - Weighted Average Assumptions (Details) - Class 2 LTIP Units | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average grant date fair value (in dollars per share) | $ 8.10 |
Expected volatility | 75.20% |
Expected term (in years) | 6 years 6 months |
Risk-free interest rate | 2.20% |
Expected dividend yield | 0% |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||||
Outstanding, beginning balance (in shares) | 574 | 800 | 1,434 | |
Forfeited, canceled or expired (in shares) | (76) | (3) | ||
Converted (in shares) | (150) | (631) | ||
Outstanding, ending balance (in shares) | 574 | 574 | 800 | 1,434 |
Exercisable at end of period (in shares) | 574 | |||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in shares) | $ 68.78 | $ 70.84 | $ 67.26 | |
Forfeited, canceled or expired (in dollars per share) | 85.97 | 69.51 | ||
Converted (in dollars per share) | 71.06 | 62.72 | ||
Outstanding, ending balance (in shares) | 68.78 | $ 68.78 | $ 70.84 | $ 67.26 |
Exercisable at end of period (in dollars per share) | $ 68.78 | |||
Weighted Average Contractual Term | ||||
Outstanding (in years) | 3 years 4 months 20 days | 4 years 4 months 20 days | 4 years 6 months 21 days | 5 years 8 months 1 day |
Converted (in years) | 4 years 10 months 17 days | 4 years 9 months 18 days | ||
Forfeited, canceled or expired | 7 years 8 months 1 day | |||
Options, exercisable (in years) | 3 years 4 months 20 days | |||
Aggregate Intrinsic Value of In-the Money Options | ||||
Outstanding, beginning balance | $ 0 | $ 0 | $ 0 | |
Forfeited, canceled or expired | 0 | 0 | ||
Conversions to Class 2 LTIP Units | 0 | 0 | ||
Outstanding, ending balance | 0 | $ 0 | $ 0 | $ 0 |
Exercisable at end of period, Aggregate Intrinsic Value of In-the Money Options | $ 0 | |||
Class 2 LTIP Units | ||||
Number of Options | ||||
Outstanding, beginning balance (in shares) | 829 | 631 | 0 | |
Granted (in shares) | 48 | |||
Converted (in shares) | (150) | (631) | ||
Outstanding, ending balance (in shares) | 829 | 829 | 631 | 0 |
Exercisable at end of period (in shares) | 781 | |||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in shares) | $ 63.20 | $ 62.72 | $ 0 | |
Granted (in dollars per share) | 45 | |||
Converted (in dollars per share) | 71,060 | 62.72 | ||
Outstanding, ending balance (in shares) | 63.20 | $ 63.20 | $ 62.72 | $ 0 |
Exercisable at end of period (in dollars per share) | $ 60.59 | |||
Weighted Average Contractual Term | ||||
Outstanding (in years) | 3 years 7 months 17 days | 4 years 7 months 17 days | 4 years 9 months 18 days | |
Converted (in years) | 4 years 10 months 17 days | 4 years 9 months 18 days | ||
Granted (in years) | 9 years 2 months 15 days | |||
Options, exercisable (in years) | 3 years 1 month 28 days | |||
Aggregate Intrinsic Value of In-the Money Options | ||||
Outstanding, beginning balance | $ 0 | $ 0 | $ 0 | |
Granted | 0 | |||
Conversions to Class 2 LTIP Units | 0 | 0 | ||
Outstanding, ending balance | 0 | $ 0 | $ 0 | $ 0 |
Exercisable at end of period, Aggregate Intrinsic Value of In-the Money Options | $ 0 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock, LTIP Units and Deferred Stock Units Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Fair Value | |||
Equity-based compensation | $ 14,608 | $ 20,152 | $ 23,651 |
Restricted Stock | |||
Stock Units | |||
Outstanding at beginning of year (in shares) | 228 | 303 | 241 |
Shares granted (in shares) | 136 | 109 | 172 |
Shares vested (in shares) | (153) | (177) | (107) |
Shares forfeited (in shares) | (3) | (7) | (3) |
Outstanding at end of year (in shares) | 208 | 228 | 303 |
Weighted Average Price Per Share at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 12.25 | $ 9.93 | $ 10.45 |
Shares granted (in dollars per share) | 13.18 | 15.96 | 9.03 |
Shares vested (in dollars per share) | 11.13 | 10.54 | 9.19 |
Shares forfeited (in dollars per share) | 14.33 | 13.44 | 9.87 |
Outstanding at end of year (in dollars per share) | $ 13.64 | $ 12.25 | $ 9.93 |
Weighted Average Fair Value | |||
Outstanding, weighted average fair value, beginning balance | $ 2,793 | $ 3,009 | $ 2,518 |
Granted, weighted average fair value | 1,792 | 1,740 | 1,553 |
Vested, weighted average fair value | 1,703 | 1,866 | 983 |
Forfeited, weighted average fair value | 43 | 94 | 30 |
Outstanding, weighted average fair value, ending balance | 2,837 | $ 2,793 | $ 3,009 |
Unrecognized compensation expense, other than options | $ 2,500 | ||
Restricted Stock | Employee and Independent Directors | |||
Stock Units | |||
Shares granted (in shares) | 136 | 109 | 172 |
Weighted Average Fair Value | |||
Equity-based compensation | $ 672 | $ 1,000 | $ 580 |
Long-Term Incentive Plan Units | |||
Stock Units | |||
Outstanding at beginning of year (in shares) | 39 | 0 | |
Shares granted (in shares) | 41 | 39 | |
Shares vested (in shares) | (13) | 0 | |
Outstanding at end of year (in shares) | 67 | 39 | 0 |
Weighted Average Price Per Share at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 16.14 | $ 0 | |
Shares granted (in dollars per share) | 13.59 | 16.14 | |
Shares vested (in dollars per share) | 16.14 | 0 | |
Outstanding at end of year (in dollars per share) | $ 14.57 | $ 16.14 | $ 0 |
Weighted Average Fair Value | |||
Outstanding, weighted average fair value, beginning balance | $ 629 | $ 0 | |
Granted, weighted average fair value | 557 | 629 | |
Vested, weighted average fair value | 210 | 0 | |
Outstanding, weighted average fair value, ending balance | 976 | 629 | $ 0 |
Equity-based compensation | 364 | $ 164 | |
Unrecognized compensation expense, other than options | $ 656 | ||
Deferred Stock Units | |||
Stock Units | |||
Outstanding at beginning of year (in shares) | 82 | 66 | 43 |
Shares granted (in shares) | 30 | 16 | 23 |
Outstanding at end of year (in shares) | 112 | 82 | 66 |
Weighted Average Price Per Share at Grant | |||
Outstanding at beginning of year (in dollars per share) | $ 10.76 | $ 9.68 | $ 9.67 |
Shares granted (in dollars per share) | 10.79 | 15.27 | 9.70 |
Outstanding at end of year (in dollars per share) | $ 10.63 | $ 10.76 | $ 9.68 |
Weighted Average Fair Value | |||
Outstanding, weighted average fair value, beginning balance | $ 882 | $ 639 | $ 416 |
Granted, weighted average fair value | 324 | 244 | 223 |
Vested, weighted average fair value | 320 | 225 | 225 |
Outstanding, weighted average fair value, ending balance | $ 1,191 | $ 882 | $ 639 |
Employee Benefit Plans - DCP Ac
Employee Benefit Plans - DCP Activity (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in fair value | |||
Unrealized gain (loss) | $ 1,353 | $ (56) | $ (1,989) |
Distributions | |||
Deferred compensation plan distribution | $ 0 | $ 0 | $ 51 |
Deferred compensation plan distribution (in shares) | 0 | 0 | 3 |
Deferred compensation plan liability | $ 891 | $ 2,849 | |
Matching expenses incurred | 0 | 0 | |
Deferred compensation plan | |||
Change in fair value | |||
Unrealized gain (loss) | $ 1,959 | $ 477 | $ (1,671) |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Matching expenses incurred | $ 0 | $ 0 | |
401(k) Plan | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Employee's qualified age | 21 years | ||
Employee period of service | 3 months | ||
401(k) Plan | Salaries and Benefits | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Matching expenses incurred | $ 4,300 | 2,800 | $ 0 |
401(k) Plan | Cost of revenues for design and construction | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Matching expenses incurred | $ 473 | $ 183 | $ 0 |
401(k) Plan | Minimum | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Percentage of company contributions | 50% | ||
Percentage of employee's contributions | 2% | ||
401(k) Plan | Maximum | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Percentage of company contributions | 100% | ||
Percentage of employee's contributions | 3% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Benefit to Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax (expense) benefit at federal statutory income tax rate | $ 1,166 | $ (2,422) | $ 2,261 |
State income tax (expense) benefit, net of federal income tax benefit | 6 | (1,453) | 437 |
Foreign income tax expense | (1,099) | (1,470) | (426) |
Income (loss) passed through to common unit holders and noncontrolling interests | (125) | 58 | (32) |
Permanent differences | (2,177) | (203) | (1,086) |
Valuation allowance | 1,969 | (1,094) | (860) |
Uncertain tax position | (61) | (917) | 0 |
Stock compensation expense | 361 | (741) | 0 |
Other | 504 | (288) | (132) |
Total income tax (expense) benefit | $ 544 | $ (8,530) | $ 162 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (9,819) | $ 4,664 | $ (11,718) |
Foreign | 4,268 | 6,789 | 738 |
INCOME (LOSS) BEFORE INCOME TAXES | $ (5,551) | $ 11,453 | $ (10,980) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Expense) Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (888) | $ (7,928) | $ (4,192) |
Foreign | (1,475) | (2,031) | (223) |
State | (1,374) | (2,829) | (479) |
Total current | (3,737) | (12,788) | (4,894) |
Deferred: | |||
Federal | 14 | 5,301 | 4,081 |
Foreign | 3,181 | (125) | (203) |
State | 1,086 | (918) | 1,178 |
Total deferred | 4,281 | 4,258 | 5,056 |
Total income tax (expense) benefit | $ 544 | $ (8,530) | $ 162 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Income tax penalties expense | $ 6 | $ 20 | |
Interest on income taxes expense | $ 32 | ||
Valuation allowance | 6,126 | $ 7,774 | |
Unrecognized tax benefits impact tax rate | 978 | ||
OpenKey | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | 6,100 | ||
INSPIRE | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | 2,600 | ||
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 26,200 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 3,200 | ||
State and Local Jurisdiction | OpenKey | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 3,200 | ||
Foreign Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 9,600 | ||
Tax Period 2036 | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforward, subject to expiration | $ 5,900 |
Income Taxes - Net Deferred Ass
Income Taxes - Net Deferred Asset (Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Investments in unconsolidated entities and joint ventures | $ 161 | $ 136 |
Capitalized acquisition costs | 4,431 | 5,618 |
Deferred compensation | 198 | 711 |
Accrued expenses | 7,014 | 2,453 |
Equity-based compensation | 10,748 | 10,881 |
Deferred revenue | 887 | 930 |
Net operating loss carryover | 8,483 | 6,911 |
Charitable contributions carryover | 580 | 0 |
Total gross deferred tax assets | 32,502 | 27,640 |
Less: Valuation allowance | (6,126) | (7,774) |
Total deferred tax assets, net of valuation allowance (1) | 26,376 | 19,866 |
Deferred tax liabilities | ||
Prepaid expenses | (872) | (709) |
Property and equipment | (5,025) | (4,297) |
Intangibles | (39,951) | (42,733) |
Investment in insurance subsidiary | (5,687) | 0 |
Total deferred tax liabilities | (51,535) | (47,739) |
Total net deferred tax assets (liabilities) | (25,159) | (27,873) |
Deferred tax assets, net | 4,358 | $ 0 |
Subsidiary | INSPIRE Mexico | ||
Deferred tax liabilities | ||
Deferred tax assets, net | 3,200 | |
Subsidiary | Warwick | ||
Deferred tax liabilities | ||
Deferred tax assets, net | $ 1,200 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at the beginning of the year | $ 1,161 | $ 0 | $ 0 |
Gross increases for tax positions of prior years | 77 | 1,161 | 0 |
Balance at the end of year | $ 1,238 | $ 1,161 | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) shares in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jan. 25, 2024 USD ($) | Mar. 30, 2023 USD ($) | Mar. 02, 2023 USD ($) | Mar. 10, 2022 USD ($) | Jan. 27, 2022 USD ($) | Jan. 20, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 15, 2019 USD ($) | Jun. 30, 2023 | Dec. 31, 2023 USD ($) property | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) property | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 12, 2024 USD ($) successivePeriod | Mar. 11, 2024 USD ($) | Dec. 07, 2023 USD ($) shares | Jan. 03, 2023 USD ($) | Mar. 13, 2020 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | $ 746,795,000 | $ 644,432,000 | $ 384,567,000 | |||||||||||||||||||||
Deferred income | $ 11,963,000 | $ 444,000 | 11,963,000 | 444,000 | ||||||||||||||||||||
Allocation percentage | 10% | 50% | ||||||||||||||||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | |||||||||||||||||||||||
Loss on disposal | 3,141,000 | 3,115,000 | 1,593,000 | |||||||||||||||||||||
Operating lease right-of-use assets | 21,193,000 | 23,844,000 | 21,193,000 | 23,844,000 | ||||||||||||||||||||
Operating lease liability | 23,334,000 | 23,334,000 | ||||||||||||||||||||||
Operating lease, expense | 3,300,000 | 3,400,000 | ||||||||||||||||||||||
Equity method investments | $ 1,400,000 | 650,000 | 1,400,000 | 650,000 | ||||||||||||||||||||
Payments to acquire investments | 1,250,000 | 400,000 | 250,000 | |||||||||||||||||||||
Reimbursed expenses | $ 426,507,000 | 361,375,000 | 203,956,000 | |||||||||||||||||||||
Stirling OP | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Equity method investments | $ 200,000 | |||||||||||||||||||||||
Partnership interest (in shares) | shares | 8 | |||||||||||||||||||||||
Equity method investment, ownership percentage (less than) | 1% | 1% | ||||||||||||||||||||||
Consolidation, Eliminations | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Operating lease liability | $ 17,200,000 | |||||||||||||||||||||||
RHC | Consolidation, Eliminations | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Operating lease right-of-use assets | $ 17,200,000 | |||||||||||||||||||||||
Affiliated Entity | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Prior contributions made | $ 2,500,000 | |||||||||||||||||||||||
Cash incentive compensation limit | $ 13,100,000 | $ 8,500,000 | ||||||||||||||||||||||
Affiliated Entity | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Credit agreement, term (in years) | 2 years | |||||||||||||||||||||||
Maximum financial impact allotted for agreement | $ 2,000,000 | |||||||||||||||||||||||
Tangible net worth covenant | $ 750,000,000 | $ 1,000,000,000 | ||||||||||||||||||||||
Percentage of net equity proceeds | 75% | 75% | ||||||||||||||||||||||
Braemar | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Allocation percentage | 45% | 50% | ||||||||||||||||||||||
Reimbursement of contribution | 8,700,000 | |||||||||||||||||||||||
Braemar | OpenKey | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Noncontrolling interests in consolidated entities | 7.92% | 7.92% | ||||||||||||||||||||||
Payments to acquire investments | $ 0 | 327,000 | 233,000 | |||||||||||||||||||||
Ashford Trust | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Allocation percentage | 45% | 0% | ||||||||||||||||||||||
Ashford Trust | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Reimbursement of contribution | $ 3,200,000 | |||||||||||||||||||||||
Ashford Trust | OpenKey | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Noncontrolling interests in consolidated entities | 15.06% | 15.06% | ||||||||||||||||||||||
Payments to acquire investments | $ 0 | 0 | 500,000 | |||||||||||||||||||||
Lismore Capital LLC | Related Party | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 748,000 | |||||||||||||||||||||||
Lismore | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | $ 312,000 | |||||||||||||||||||||||
A&R PMA Agreement | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Initial term (in years) | 10 years | |||||||||||||||||||||||
Percentage of project management fee | 8% | |||||||||||||||||||||||
Second A&R HMA Agreement | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Initial term (in years) | 10 years | |||||||||||||||||||||||
Ashford Trust | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly base fee (as a percent) | 0.000583333 | 0.000583333 | ||||||||||||||||||||||
Total revenues | $ 362,430,000 | 325,541,000 | 238,273,000 | |||||||||||||||||||||
Amount paid | 6,200,000 | |||||||||||||||||||||||
Amount received | 179,000 | |||||||||||||||||||||||
ERFP commitments | $ 11,400,000 | |||||||||||||||||||||||
Purchased FF&E | $ 630,000 | $ 450,000 | 1,000,000 | $ 406,000 | $ 128,000 | $ 144,000 | $ 82,000 | |||||||||||||||||
Loss on sale of FF&E | 1,000,000 | 2,100,000 | 267,000 | 107,000 | 1,800,000 | 706,000 | ||||||||||||||||||
Property, plant and equipment, disposals | $ 399,000 | |||||||||||||||||||||||
Loss on disposal | $ 271,000 | |||||||||||||||||||||||
Property and equipment, net | 2,400,000 | $ 1,500,000 | 3,100,000 | $ 1,100,000 | 2,400,000 | 3,100,000 | ||||||||||||||||||
Ashford Trust | Affiliated Entity | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Prior contributions made | $ 6,200,000 | |||||||||||||||||||||||
ERFP Commitment amount | $ 50,000,000 | |||||||||||||||||||||||
ERFP, Percentage of commitment for each hotel (as a percent) | 10% | |||||||||||||||||||||||
ERFP, acquisition term | 2 years | |||||||||||||||||||||||
Ashford Trust | Affiliated Entity | Maximum | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
ERFP Potential commitment amount | $ 100,000,000 | |||||||||||||||||||||||
Ashford Trust | Related Party | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Term of agreement (in years) | 12 months | |||||||||||||||||||||||
Deferred income | 183,000 | 183,000 | ||||||||||||||||||||||
Due from related parties | 18,933,000 | 0 | 18,933,000 | 0 | 2,600,000 | |||||||||||||||||||
Ashford Trust | Related Party | OpenKey | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due from related parties | 10,000 | 10,000 | ||||||||||||||||||||||
Ashford Trust | Related Party | Premier | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due from related parties | 3,391,000 | 2,475,000 | 3,391,000 | 2,475,000 | ||||||||||||||||||||
Ashford Trust | Ashford Trust FF&E 1 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Purchased FF&E | 1,000,000 | |||||||||||||||||||||||
Ashford Trust | Ashford Trust FF&E 1 | Related Party | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due from related parties | $ 630,000 | 1,000,000 | 630,000 | 1,000,000 | ||||||||||||||||||||
Lismore Capital LLC and Ashford Trust | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | $ 0 | 2,400,000 | 10,300,000 | |||||||||||||||||||||
Braemar | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly base fee (as a percent) | 0.000583333 | 0.000583333 | ||||||||||||||||||||||
Total revenues | $ 83,048,000 | 85,525,000 | 50,674,000 | |||||||||||||||||||||
Amount received | $ 20,900,000 | |||||||||||||||||||||||
Purchased FF&E | 1,600,000 | |||||||||||||||||||||||
Offset amount | $ 1,600,000 | |||||||||||||||||||||||
Braemar | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Amount paid | 3,500,000 | |||||||||||||||||||||||
Braemar | Related Party | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Term of agreement (in years) | 12 months | |||||||||||||||||||||||
Deferred income | $ 52,000 | $ 52,000 | ||||||||||||||||||||||
Due from related parties | 714,000 | 11,828,000 | 714,000 | 11,828,000 | 1,100,000 | |||||||||||||||||||
Braemar | Related Party | OpenKey | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due from related parties | 5,000 | 8,000 | 5,000 | 8,000 | ||||||||||||||||||||
Braemar | Related Party | Premier | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due from related parties | $ 2,177,000 | $ 3,443,000 | 2,177,000 | 3,443,000 | ||||||||||||||||||||
Braemar | Contribution Agreement, Company's Portion Of Contributions to Fund Ashford Securities | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Amount paid | 293,000 | |||||||||||||||||||||||
Braemar | Contribution Agreement, Ashford Trust's Portion of Contributions to Fund Ashford Securities | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Amount paid | $ 3,200,000 | |||||||||||||||||||||||
Ashford Trust and Braemar | Maximum | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Amount committed | $ 18,000,000 | |||||||||||||||||||||||
OpenKey | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate of related party transaction | 2,900,000 | |||||||||||||||||||||||
Lismore Capital LLC | Related Party | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | $ 0 | 0 | 853,000 | |||||||||||||||||||||
Stirling's Hotels and Resorts | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly base fee (as a percent) | 0.0125 | 0.0125 | ||||||||||||||||||||||
Total return on certain classes of units (as a percent) | 0.125 | 0.125 | ||||||||||||||||||||||
Performance participation interest (as a percent) | 0.50 | 0.50 | ||||||||||||||||||||||
Stirling OP | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Reimbursement period (in months) | 60 months | |||||||||||||||||||||||
Remington Hotels | A&R PMA Agreement | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Number of successive periods | successivePeriod | 3 | |||||||||||||||||||||||
Final term (in years) | 4 years | |||||||||||||||||||||||
Duration of successive periods (in years) | 7 years | |||||||||||||||||||||||
Remington Hotels | Second A&R HMA Agreement | Subsequent Event | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Number of successive periods | successivePeriod | 3 | |||||||||||||||||||||||
Final term (in years) | 4 years | |||||||||||||||||||||||
Duration of successive periods (in years) | 7 years | |||||||||||||||||||||||
Remington | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Number of properties managed | property | 3 | 3 | ||||||||||||||||||||||
Base management fees, percentage of hotel revenues | 3% | |||||||||||||||||||||||
Total revenues | $ 424,322,000 | 356,435,000 | 197,802,000 | |||||||||||||||||||||
Reimbursed expenses | 371,720,000 | 309,706,000 | 171,522,000 | |||||||||||||||||||||
Remington | Braemar | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 27,577,000 | 28,181,000 | 18,345,000 | |||||||||||||||||||||
Hotel management fees | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 52,561,000 | 46,548,000 | 26,260,000 | |||||||||||||||||||||
Hotel management fees | Ashford Trust | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 30,432,000 | 29,939,000 | 21,999,000 | |||||||||||||||||||||
Hotel management fees | Braemar | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 2,471,000 | 3,745,000 | 2,916,000 | |||||||||||||||||||||
Hotel management fees | Remington | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 52,561,000 | 46,548,000 | 26,260,000 | |||||||||||||||||||||
Hotel management fees | Remington | Related Party | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly hotel management fee | 17,000 | |||||||||||||||||||||||
Cost reimbursement revenue | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 426,496,000 | 361,763,000 | 203,975,000 | |||||||||||||||||||||
Cost reimbursement revenue | Remington | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Reimbursed expenses | 417,000 | 379,000 | 405,000 | |||||||||||||||||||||
Cost reimbursement revenue | Ashford Trust | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 278,731,000 | 244,148,000 | 162,920,000 | |||||||||||||||||||||
Amount received | 5,100,000 | 2,500,000 | 0 | |||||||||||||||||||||
Cost reimbursement revenue | Ashford Trust | Dealer Manager Fees | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Amount received | 1,800,000 | |||||||||||||||||||||||
Cost reimbursement revenue | Braemar | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 52,929,000 | 57,396,000 | 30,394,000 | |||||||||||||||||||||
Amount received | 6,400,000 | 15,500,000 | 2,600,000 | |||||||||||||||||||||
Cost reimbursement revenue | Braemar | Dealer Manager Fees | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Amount received | 2,000,000 | |||||||||||||||||||||||
Cost reimbursement revenue | Remington | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 371,720,000 | 309,706,000 | 171,522,000 | |||||||||||||||||||||
Cost reimbursement revenue | Remington | Consolidation, Eliminations | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 12,900,000 | 13,200,000 | 8,600,000 | |||||||||||||||||||||
Other revenue | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 43,433,000 | 44,312,000 | 47,329,000 | |||||||||||||||||||||
Cumulative catch-up adjustment to revenue | 1,200,000 | |||||||||||||||||||||||
Other revenue | Remington | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 41,000 | 181,000 | 20,000 | |||||||||||||||||||||
Design and construction fees | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 27,740,000 | 22,167,000 | 9,557,000 | |||||||||||||||||||||
Design and construction fees | Ashford Trust | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 15,911,000 | 11,601,000 | 4,032,000 | |||||||||||||||||||||
Design and construction fees | Braemar | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 7,800,000 | 7,365,000 | 2,230,000 | |||||||||||||||||||||
Design and construction fees | Remington | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | 0 | 0 | 0 | |||||||||||||||||||||
Design and construction fees | Remington | Ashford Trust | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Total revenues | $ 282,533,000 | $ 255,387,000 | $ 167,600,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Total revenues | $ 746,795 | $ 644,432 | $ 384,567 |
Advisory agreement, amount due upon approval | $ 5,000 | ||
Advisory agreement, initial term (in years) | 10 years | ||
Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | $ 78,960 | 77,347 | 74,616 |
Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | $ 424,322 | 356,435 | 197,802 |
Base management fees, percentage of hotel revenues | 3% | ||
Incentive management fee, percentage of hotel revenues | 1% | ||
Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | $ 39,947 | 32,247 | 12,413 |
INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 148,829 | 121,418 | 49,900 |
RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 34,150 | 26,335 | 23,867 |
OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 1,586 | 1,484 | 1,965 |
Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 19,001 | 29,166 | 24,004 |
Base fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 37,651 | 34,072 | 21,291 |
Incentive fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 5,569 | 8,533 | 4,969 |
Hotel management fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 52,561 | 46,548 | 26,260 |
Hotel management fees | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Hotel management fees | Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | 52,561 | 46,548 | 26,260 |
Hotel management fees | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Hotel management fees | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Hotel management fees | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Hotel management fees | OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Hotel management fees | Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Design and construction fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 27,740 | 22,167 | 9,557 |
Design and construction fees | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Design and construction fees | Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Design and construction fees | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 27,740 | 22,167 | 9,557 |
Design and construction fees | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Design and construction fees | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Design and construction fees | OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Design and construction fees | Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 43,433 | 44,312 | 47,329 |
Other | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 268 | 157 | 81 |
Other | Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | 41 | 181 | 20 |
Other | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Other | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Other | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 34,058 | 26,309 | 23,867 |
Other | OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 1,586 | 1,480 | 1,965 |
Other | Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 7,480 | 16,185 | 21,396 |
Premiums earned | |||
Related Party Transaction [Line Items] | |||
Total revenues | 375 | 0 | 0 |
Cost reimbursement revenue | |||
Related Party Transaction [Line Items] | |||
Total revenues | 426,496 | 361,763 | 203,975 |
Cost reimbursement revenue | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 30,744 | 28,809 | 26,969 |
Cost reimbursement revenue | Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | 371,720 | 309,706 | 171,522 |
Cost reimbursement revenue | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 12,207 | 10,080 | 2,856 |
Cost reimbursement revenue | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 212 | 157 | 20 |
Cost reimbursement revenue | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 92 | 26 | 0 |
Cost reimbursement revenue | OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 4 | 0 |
Cost reimbursement revenue | Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 11,521 | 12,981 | 2,608 |
Audio visual | |||
Related Party Transaction [Line Items] | |||
Total revenues | 148,617 | 121,261 | 49,880 |
Audio visual | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Audio visual | Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Audio visual | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Audio visual | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 148,617 | 121,261 | 49,880 |
Audio visual | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Audio visual | OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Audio visual | Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Ashford Trust | |||
Related Party Transaction [Line Items] | |||
Total revenues | 362,430 | 325,541 | 238,273 |
Cost of revenues | 9,841 | 7,663 | 2,969 |
Ashford Trust | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 47,625 | 48,859 | 51,726 |
Ashford Trust | OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 119 | 123 | 119 |
Ashford Trust | Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 8,964 | 2,080 | 12,889 |
Ashford Trust | Base fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 25,469 | 23,873 | 17,819 |
Ashford Trust | Incentive fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 4,963 | 6,066 | 4,180 |
Ashford Trust | Hotel management fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 30,432 | 29,939 | 21,999 |
Ashford Trust | Design and construction fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 15,911 | 11,601 | 4,032 |
Ashford Trust | Design and construction fees | Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | 282,533 | 255,387 | 167,600 |
Ashford Trust | Design and construction fees | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 22,961 | 18,776 | 5,939 |
Ashford Trust | Design and construction fees | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 111 | 85 | 0 |
Ashford Trust | Design and construction fees | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 117 | 231 | 0 |
Ashford Trust | Premiums earned | |||
Related Party Transaction [Line Items] | |||
Total revenues | 142 | 0 | 0 |
Ashford Trust | Cost reimbursement revenue | |||
Related Party Transaction [Line Items] | |||
Total revenues | 278,731 | 244,148 | 162,920 |
Ashford Trust | Audio visual | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 22,878 | 18,183 | 6,734 |
Ashford Trust | Base advisory fees | Advisory services fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 33,176 | 34,802 | 36,239 |
Ashford Trust | Total other revenue | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 4,180 | 5,051 | 13,083 |
Ashford Trust | Watersports, ferry and excursion services | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 68 | 217 | 0 |
Ashford Trust | Watersports, ferry and excursion services | Other | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 171 | 190 | 545 |
Ashford Trust | Debt placement and related fees | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,261 | 3,282 | 11,381 |
Ashford Trust | Cash management fees | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 139 | 97 | 0 |
Ashford Trust | Claims management services | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 9 | 17 | 74 |
Ashford Trust | Other services | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 1,561 | 1,438 | 1,628 |
Braemar | |||
Related Party Transaction [Line Items] | |||
Total revenues | 83,048 | 85,525 | 50,674 |
Cost of revenues | 998 | ||
Braemar | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 31,334 | 28,486 | 22,911 |
Braemar | Remington | |||
Related Party Transaction [Line Items] | |||
Total revenues | 27,577 | 28,181 | 18,345 |
Braemar | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 12,652 | 9,875 | |
Braemar | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Total revenues | 101 | 72 | 0 |
Braemar | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,356 | 2,304 | 2,605 |
Braemar | OpenKey | |||
Related Party Transaction [Line Items] | |||
Total revenues | 38 | 38 | 38 |
Braemar | Corporate and Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 8,990 | 16,569 | 3,766 |
Braemar | Base fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,471 | 2,959 | 2,304 |
Braemar | Incentive fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 786 | 612 |
Braemar | Hotel management fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,471 | 3,745 | 2,916 |
Braemar | Design and construction fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 7,800 | 7,365 | 2,230 |
Braemar | Design and construction fees | Premier | |||
Related Party Transaction [Line Items] | |||
Total revenues | 3,009 | ||
Braemar | Other | |||
Related Party Transaction [Line Items] | |||
Cost of revenues | 1,950 | 1,153 | 421 |
Braemar | Premiums earned | |||
Related Party Transaction [Line Items] | |||
Total revenues | 21 | 0 | 0 |
Braemar | Cost reimbursement revenue | |||
Related Party Transaction [Line Items] | |||
Total revenues | 52,929 | 57,396 | 30,394 |
Braemar | Audio visual | |||
Related Party Transaction [Line Items] | |||
Cost of revenues | 4,371 | 3,842 | |
Braemar | Audio visual | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 10,829 | 9,384 | 2,175 |
Braemar | Total advisory services revenue | Advisory services fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 14,772 | 13,579 | 11,327 |
Braemar | Base advisory fees | Advisory services fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 13,983 | 12,790 | 10,806 |
Braemar | Incentive fees | Advisory services fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 268 | 268 | 0 |
Braemar | Other advisory revenue | Advisory services fees | |||
Related Party Transaction [Line Items] | |||
Total revenues | 521 | 521 | 521 |
Braemar | Total other revenue | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 5,076 | 3,440 | 3,807 |
Braemar | Watersports, ferry and excursion services | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,314 | 2,293 | |
Braemar | Watersports, ferry and excursion services | Other | Advisory | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,894 | 2,132 | 2,117 |
Braemar | Watersports, ferry and excursion services | Other | RED | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,605 | ||
Braemar | Debt placement and related fees | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 2,373 | 940 | 1,003 |
Braemar | Cash management fees | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 117 | 38 | 0 |
Braemar | Claims management services | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | 3 | 3 | 7 |
Braemar | Other services | Other | |||
Related Party Transaction [Line Items] | |||
Total revenues | $ 248 | $ 166 | $ 192 |
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 |
Related Party Transactions - Am
Related Party Transactions - Amounts Due (To) From Related Parties (Details) - Related Party - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Ashford Trust | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 18,933 | $ 0 | $ 2,600 |
Due to affiliates and related party | 0 | (1,197) | |
Ashford Trust | Ashford Holdings | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 8,656 | ||
Due to affiliates and related party | (4,002) | ||
Ashford Trust | Remington | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 5,134 | ||
Due to affiliates and related party | (2,015) | ||
Ashford Trust | Premier | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 3,391 | 2,475 | |
Ashford Trust | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 1,495 | 1,718 | |
Ashford Trust | RED | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 12 | 5 | |
Ashford Trust | OpenKey | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 10 | ||
Due to affiliates and related party | (35) | ||
Ashford Trust | Pure Wellness | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 235 | 657 | |
Braemar | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 714 | 11,828 | $ 1,100 |
Braemar | Ashford Holdings | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 7,253 | ||
Due to affiliates and related party | (2,433) | ||
Braemar | Remington | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 173 | ||
Due to affiliates and related party | (69) | ||
Braemar | Premier | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 2,177 | 3,443 | |
Braemar | INSPIRE | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 599 | 917 | |
Braemar | RED | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 193 | 193 | |
Braemar | OpenKey | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 5 | 8 | |
Braemar | Pure Wellness | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 0 | $ 83 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) attributable to common stockholders – basic and diluted: | |||
Net income (loss) attributable to the Company | $ (4,628) | $ 3,646 | $ (9,925) |
Less: Dividends on preferred stock, declared and undeclared | (36,193) | (36,458) | (35,000) |
Less: Amortization of preferred stock discount | 0 | 0 | (1,053) |
Undistributed net income (loss) allocated to common stockholders | (40,821) | (32,812) | (45,978) |
Distributed and undistributed net income (loss) - basic | (40,821) | (32,812) | (45,978) |
Effect of deferred compensation plan | (1,995) | 0 | 0 |
Distributed and undistributed net income (loss) - diluted | $ (42,816) | $ (32,812) | $ (45,978) |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding – basic (in shares) | 3,079 | 2,915 | 2,756 |
Effect of deferred compensation plan shares (in shares) | 49 | 0 | 0 |
Weighted average common shares outstanding – diluted (in shares) | 3,128 | 2,915 | 2,756 |
Income (loss) per share – basic: | |||
Net income (loss) allocated to common stockholders (in dollars per share) | $ (13.26) | $ (11.26) | $ (16.68) |
Income (loss) per share – diluted: | |||
Net income (loss) allocated to common stockholders (in dollars per share) | $ (13.69) | $ (11.26) | $ (16.68) |
Income (Loss) Per Share - Dilut
Income (Loss) Per Share - Diluted Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) allocated to common stockholders | $ 37,451 | $ 36,906 | $ 35,838 |
Dividends on preferred stock, declared and undeclared | 36,193 | 36,458 | 35,000 |
Amortization of preferred stock discount | $ 0 | $ 0 | $ 1,053 |
Weighted average diluted shares (in shares) | 4,790 | 4,546 | 4,538 |
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 | $ 501 | $ 448 | $ (63) |
Weighted average diluted shares (in shares) | 96 | 65 | 4 |
Effect of unvested restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average diluted shares (in shares) | 17 | 92 | 124 |
Effect of conversion of subsidiary interests | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) allocated to common stockholders | $ 757 | $ 0 | $ (152) |
Weighted average diluted shares (in shares) | 436 | 117 | 145 |
Effect of assumed conversion of preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average diluted shares (in shares) | 4,241 | 4,272 | 4,265 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Reportable_segment | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | 6 | 6 | 7 | 7 | |
REVENUE | |||||
Total revenues | $ 746,795 | $ 644,432 | $ 384,567 | ||
EXPENSES | |||||
Depreciation and amortization | 28,222 | 31,766 | 32,598 | ||
Impairment | 0 | 0 | 1,160 | ||
Other operating expenses | 284,121 | 229,698 | 152,086 | ||
Reimbursed expenses | 426,507 | 361,375 | 203,956 | ||
Total expenses | 738,850 | 622,839 | 389,800 | ||
OPERATING INCOME (LOSS) | 7,945 | 21,593 | (5,233) | ||
Equity in earnings (loss) of unconsolidated entities | (702) | 392 | (126) | ||
Interest expense | (14,208) | (9,996) | (5,144) | ||
Amortization of loan costs | (1,051) | (761) | (322) | ||
Interest income | 1,798 | 371 | 285 | ||
Realized gain (loss) on investments | (80) | (121) | (3) | ||
Other income (expense) | 747 | (25) | (437) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (5,551) | 11,453 | (10,980) | ||
Income tax (expense) benefit | 544 | (8,530) | 162 | ||
NET INCOME (LOSS) | (5,007) | 2,923 | (10,818) | ||
Assets | 504,807 | $ 504,807 | $ 504,807 | 482,356 | |
Advisory | |||||
REVENUE | |||||
Total revenues | 78,960 | 77,347 | 74,616 | ||
EXPENSES | |||||
Depreciation and amortization | 1,353 | 3,410 | 4,039 | ||
Impairment | 0 | ||||
Other operating expenses | 2,898 | 2,828 | 645 | ||
Reimbursed expenses | 30,673 | 28,421 | 26,949 | ||
Total expenses | 34,924 | 34,659 | 31,633 | ||
OPERATING INCOME (LOSS) | 44,036 | 42,688 | 42,983 | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | 0 | ||
Amortization of loan costs | 0 | 0 | 0 | ||
Interest income | 0 | 0 | 0 | ||
Realized gain (loss) on investments | 0 | 0 | 0 | ||
Other income (expense) | 0 | 0 | 0 | ||
INCOME (LOSS) BEFORE INCOME TAXES | 44,036 | 42,688 | 42,983 | ||
Income tax (expense) benefit | (10,571) | (10,406) | (10,097) | ||
NET INCOME (LOSS) | 33,465 | 32,282 | 32,886 | ||
Remington | |||||
REVENUE | |||||
Total revenues | 424,322 | 356,435 | 197,802 | ||
EXPENSES | |||||
Depreciation and amortization | 11,861 | 12,362 | 12,141 | ||
Impairment | 0 | ||||
Other operating expenses | 32,825 | 24,414 | 14,525 | ||
Reimbursed expenses | 371,720 | 309,706 | 171,522 | ||
Total expenses | 416,406 | 346,482 | 198,188 | ||
OPERATING INCOME (LOSS) | 7,916 | 9,953 | (386) | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 7 | (139) | ||
Interest expense | 0 | 0 | 0 | ||
Amortization of loan costs | 0 | 0 | 0 | ||
Interest income | 122 | 182 | 277 | ||
Realized gain (loss) on investments | (80) | (121) | (3) | ||
Other income (expense) | (24) | (26) | 10 | ||
INCOME (LOSS) BEFORE INCOME TAXES | 7,934 | 9,995 | (241) | ||
Income tax (expense) benefit | (1,453) | (1,845) | (1,406) | ||
NET INCOME (LOSS) | 6,481 | 8,150 | (1,647) | ||
Assets | 166,719 | 166,719 | 166,719 | 182,884 | |
Premier | |||||
REVENUE | |||||
Total revenues | 39,947 | 32,247 | 12,413 | ||
EXPENSES | |||||
Depreciation and amortization | 11,527 | 11,899 | 12,230 | ||
Impairment | 0 | ||||
Other operating expenses | 18,354 | 13,693 | 8,846 | ||
Reimbursed expenses | 12,207 | 10,080 | 2,856 | ||
Total expenses | 42,088 | 35,672 | 23,932 | ||
OPERATING INCOME (LOSS) | (2,141) | (3,425) | (11,519) | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | 0 | ||
Amortization of loan costs | 0 | 0 | 0 | ||
Interest income | 0 | 0 | 0 | ||
Realized gain (loss) on investments | 0 | 0 | 0 | ||
Other income (expense) | 0 | 0 | 0 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (2,141) | (3,425) | (11,519) | ||
Income tax (expense) benefit | 519 | (528) | 2,414 | ||
NET INCOME (LOSS) | (1,622) | (3,953) | (9,105) | ||
Assets | 138,967 | 138,967 | 138,967 | 155,332 | |
INSPIRE | |||||
REVENUE | |||||
Total revenues | 148,829 | 121,418 | 49,900 | ||
EXPENSES | |||||
Depreciation and amortization | 1,920 | 1,803 | 1,880 | ||
Impairment | 1,160 | ||||
Other operating expenses | 139,246 | 107,520 | 52,228 | ||
Reimbursed expenses | 212 | 157 | 20 | ||
Total expenses | 141,378 | 109,480 | 55,288 | ||
OPERATING INCOME (LOSS) | 7,451 | 11,938 | (5,388) | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | ||
Interest expense | (1,818) | (1,263) | (876) | ||
Amortization of loan costs | (164) | (130) | (121) | ||
Interest income | 0 | 0 | 0 | ||
Realized gain (loss) on investments | 0 | 0 | 0 | ||
Other income (expense) | 479 | 131 | (189) | ||
INCOME (LOSS) BEFORE INCOME TAXES | 5,948 | 10,676 | (6,574) | ||
Income tax (expense) benefit | (487) | (4,073) | 1,326 | ||
NET INCOME (LOSS) | 5,461 | 6,603 | (5,248) | ||
Assets | 57,193 | 57,193 | 57,193 | 42,168 | |
RED | |||||
REVENUE | |||||
Total revenues | 34,150 | 26,335 | 23,867 | ||
EXPENSES | |||||
Depreciation and amortization | 1,109 | 656 | 400 | ||
Impairment | 0 | ||||
Other operating expenses | 32,273 | 22,760 | 18,547 | ||
Reimbursed expenses | 92 | 26 | 0 | ||
Total expenses | 33,474 | 23,442 | 18,947 | ||
OPERATING INCOME (LOSS) | 676 | 2,893 | 4,920 | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | ||
Interest expense | (1,625) | (769) | (628) | ||
Amortization of loan costs | (41) | (52) | (81) | ||
Interest income | 0 | 0 | 0 | ||
Realized gain (loss) on investments | 0 | 0 | 0 | ||
Other income (expense) | 402 | (47) | (252) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (588) | 2,025 | 3,959 | ||
Income tax (expense) benefit | 304 | (557) | (1,025) | ||
NET INCOME (LOSS) | (284) | 1,468 | 2,934 | ||
Assets | 50,012 | 50,012 | 50,012 | 31,863 | |
OpenKey | |||||
REVENUE | |||||
Total revenues | 1,586 | 1,484 | 1,965 | ||
EXPENSES | |||||
Depreciation and amortization | 12 | 12 | 15 | ||
Impairment | 0 | ||||
Other operating expenses | 4,979 | 5,758 | 5,170 | ||
Reimbursed expenses | 0 | 4 | 0 | ||
Total expenses | 4,991 | 5,774 | 5,185 | ||
OPERATING INCOME (LOSS) | (3,405) | (4,290) | (3,220) | ||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | ||
Interest expense | (21) | 0 | 0 | ||
Amortization of loan costs | 0 | 0 | 0 | ||
Interest income | 0 | 0 | 0 | ||
Realized gain (loss) on investments | 0 | 0 | 0 | ||
Other income (expense) | (64) | 4 | 7 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (3,490) | (4,286) | (3,213) | ||
Income tax (expense) benefit | 0 | 0 | 0 | ||
NET INCOME (LOSS) | (3,490) | (4,286) | (3,213) | ||
Assets | 1,303 | 1,303 | 1,303 | 2,149 | |
Corporate and Other | |||||
REVENUE | |||||
Total revenues | 19,001 | 29,166 | 24,004 | ||
EXPENSES | |||||
Depreciation and amortization | 440 | 1,624 | 1,893 | ||
Impairment | 0 | ||||
Other operating expenses | 53,546 | 52,725 | 52,125 | ||
Reimbursed expenses | 11,603 | 12,981 | 2,609 | ||
Total expenses | 65,589 | 67,330 | 56,627 | ||
OPERATING INCOME (LOSS) | (46,588) | (38,164) | (32,623) | ||
Equity in earnings (loss) of unconsolidated entities | (702) | 385 | 13 | ||
Interest expense | (10,744) | (7,964) | (3,640) | ||
Amortization of loan costs | (846) | (579) | (120) | ||
Interest income | 1,676 | 189 | 8 | ||
Realized gain (loss) on investments | 0 | 0 | 0 | ||
Other income (expense) | (46) | (87) | (13) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (57,250) | (46,220) | (36,375) | ||
Income tax (expense) benefit | 12,232 | 8,879 | 8,950 | ||
NET INCOME (LOSS) | (45,018) | (37,341) | (27,425) | ||
Assets | 90,613 | $ 90,613 | $ 90,613 | 67,960 | |
Advisory services fees | |||||
REVENUE | |||||
Total revenues | 47,948 | 48,381 | 47,566 | ||
Advisory services fees | Advisory | |||||
REVENUE | |||||
Total revenues | 47,948 | 48,381 | 47,566 | ||
Advisory services fees | Remington | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Advisory services fees | Premier | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Advisory services fees | INSPIRE | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Advisory services fees | RED | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Advisory services fees | OpenKey | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Advisory services fees | Corporate and Other | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | |||||
REVENUE | |||||
Total revenues | 52,561 | 46,548 | 26,260 | ||
Hotel management fees | Advisory | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | Remington | |||||
REVENUE | |||||
Total revenues | 52,561 | 46,548 | 26,260 | ||
Hotel management fees | Premier | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | INSPIRE | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | RED | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | OpenKey | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Hotel management fees | Corporate and Other | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | |||||
REVENUE | |||||
Total revenues | 27,740 | 22,167 | 9,557 | ||
Design and construction fees | Advisory | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | Remington | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | Premier | |||||
REVENUE | |||||
Total revenues | 27,740 | 22,167 | 9,557 | ||
Design and construction fees | INSPIRE | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | RED | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | OpenKey | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Design and construction fees | Corporate and Other | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | |||||
REVENUE | |||||
Total revenues | 148,617 | 121,261 | 49,880 | ||
Audio visual | Advisory | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | Remington | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | Premier | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | INSPIRE | |||||
REVENUE | |||||
Total revenues | 148,617 | 121,261 | 49,880 | ||
Audio visual | RED | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | OpenKey | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Audio visual | Corporate and Other | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Other | |||||
REVENUE | |||||
Total revenues | 43,433 | 44,312 | 47,329 | ||
Other | Advisory | |||||
REVENUE | |||||
Total revenues | 268 | 157 | 81 | ||
Other | Remington | |||||
REVENUE | |||||
Total revenues | 41 | 181 | 20 | ||
Other | Premier | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Other | INSPIRE | |||||
REVENUE | |||||
Total revenues | 0 | 0 | 0 | ||
Other | RED | |||||
REVENUE | |||||
Total revenues | 34,058 | 26,309 | 23,867 | ||
Other | OpenKey | |||||
REVENUE | |||||
Total revenues | 1,586 | 1,480 | 1,965 | ||
Other | Corporate and Other | |||||
REVENUE | |||||
Total revenues | 7,480 | 16,185 | 21,396 | ||
Cost reimbursement revenue | |||||
REVENUE | |||||
Total revenues | 426,496 | 361,763 | 203,975 | ||
Cost reimbursement revenue | Advisory | |||||
REVENUE | |||||
Total revenues | 30,744 | 28,809 | 26,969 | ||
Cost reimbursement revenue | Remington | |||||
REVENUE | |||||
Total revenues | 371,720 | 309,706 | 171,522 | ||
Cost reimbursement revenue | Remington | Consolidation, Eliminations | |||||
REVENUE | |||||
Total revenues | 12,900 | 13,200 | 8,600 | ||
Cost reimbursement revenue | Premier | |||||
REVENUE | |||||
Total revenues | 12,207 | 10,080 | 2,856 | ||
Cost reimbursement revenue | INSPIRE | |||||
REVENUE | |||||
Total revenues | 212 | 157 | 20 | ||
Cost reimbursement revenue | RED | |||||
REVENUE | |||||
Total revenues | 92 | 26 | 0 | ||
Cost reimbursement revenue | OpenKey | |||||
REVENUE | |||||
Total revenues | 0 | 4 | 0 | ||
Cost reimbursement revenue | Corporate and Other | |||||
REVENUE | |||||
Total revenues | $ 11,521 | $ 12,981 | $ 2,608 |
Segment Reporting - Long-lived
Segment Reporting - Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 56,852 | $ 41,791 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 49,478 | 36,548 |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 6,439 | 4,478 |
Dominican Republic | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 677 | 538 |
United Kingdom (Turks and Caicos Islands) | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 258 | $ 227 |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Remington | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 73.10% | 79.60% | 93.70% |
Premier | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 89.10% | 88.80% | 72.10% |
INSPIRE | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 22.80% | 22.80% | 17.90% |
INSPIRE | Assets | Mexico | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Net assets | $ 2,200 | $ 1,400 | |
INSPIRE | Assets | Dominican Republic | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Net assets | $ 2,100 | $ 763 | |
RED | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 16.20% | 9.60% | 10.90% |
RED | Assets | Turks and Caicos | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Net assets | $ 944 | $ 682 | |
OpenKey | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 9.90% | 10.80% | 8% |
Pure Wellness | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 66.90% | 65.70% | 62.10% |
Lismore | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 100% | 100% | 100% |
Warwick | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Percentage of total revenues from Ashford Trust and Braemar | 0.80% |