Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 11, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Ashford Hospitality Prime, Inc. | ||
Entity Central Index Key | 1,574,085 | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 28,471,775 | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 351,913 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Investments in hotel properties, net | $ 1,091,479 | $ 990,303 |
Cash and cash equivalents | 105,039 | 171,439 |
Restricted cash | 33,135 | 29,646 |
Accounts receivable, net of allowance of $68 and $47, respectively | 13,370 | 12,382 |
Inventories | 1,451 | 696 |
Note receivable | 8,098 | 8,098 |
Deferred costs, net | 755 | 1,204 |
Prepaid expenses | 3,132 | 2,422 |
Investment in unconsolidated entity | 48,365 | 0 |
Investment in Ashford Inc., at fair value | 10,377 | 0 |
Derivative assets | 753 | 35 |
Other assets | 2,543 | 1,193 |
Intangible assets, net | 23,160 | 2,542 |
Due from related party, net | 371 | 541 |
Due from third-party hotel managers | 10,722 | 5,504 |
Total assets | 1,352,750 | 1,226,005 |
Liabilities: | ||
Indebtedness, net | 835,592 | 761,727 |
Accounts payable and accrued expenses | 43,568 | 29,273 |
Dividends payable | 3,439 | 1,425 |
Unfavorable management contract liabilities | 158 | 316 |
Due to Ashford Trust OP, net | 528 | 896 |
Due to Ashford Inc. | 6,369 | 2,546 |
Due to third-party hotel managers | 1,158 | 954 |
Intangible liability, net | 3,682 | 3,739 |
Other liabilities | 1,181 | 1,131 |
Total liabilities | $ 895,675 | $ 802,007 |
Commitments and contingencies (note 12) | ||
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 2,600,000 shares issued and outstanding at December 31, 2015 | $ 62,248 | $ 0 |
Redeemable noncontrolling interests in operating partnership | 61,781 | 149,555 |
Equity: | ||
Common stock, $0.01 par value, 200,000,000 shares authorized, 28,471,775 and 24,464,163 shares issued and outstanding at December 31, 2015 and 2014, respectively | 285 | 245 |
Additional paid-in capital | 438,347 | 376,869 |
Accumulated deficit | (99,773) | (98,210) |
Total stockholders’ equity of the Company | 338,859 | 278,904 |
Noncontrolling interest in consolidated entity | (5,813) | (4,461) |
Total equity | 333,046 | 274,443 |
Total liabilities and equity | $ 1,352,750 | $ 1,226,005 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for accounts receivable | $ 68 | $ 47 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 28,471,775 | 24,464,163 |
Common stock, shares outstanding (in shares) | 28,471,775 | 24,464,163 |
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 2,600,000 shares issued and outstanding at December 31, 2015 | ||
Convertible preferred stock (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares issued (in shares) | 2,600,000 | 2,600,000 |
Convertible preferred stock, shares outstanding (in shares) | 2,600,000 | 2,600,000 |
Preferred stock dividend rate | 5.50% | 5.50% |
Consolidated and Combined Conso
Consolidated and Combined Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | |||
Rooms | $ 255,443 | $ 226,495 | $ 171,670 |
Food and beverage | 79,894 | 67,854 | 50,835 |
Other | 14,061 | 12,844 | 10,969 |
Total hotel revenue | 349,398 | 307,193 | 233,474 |
Other | 147 | 115 | 22 |
Total revenue | 349,545 | 307,308 | 233,496 |
Hotel operating expenses: | |||
Rooms | 56,341 | 51,636 | 39,881 |
Food and beverage | 53,535 | 44,297 | 33,694 |
Other expenses | 93,742 | 80,593 | 61,779 |
Management fees | 14,049 | 12,525 | 9,999 |
Total hotel expenses | 217,667 | 189,051 | 145,353 |
Property taxes, insurance and other | 18,517 | 16,174 | 11,753 |
Depreciation and amortization | 43,824 | 40,686 | 30,862 |
Advisory services fee | 17,889 | 12,534 | 1,047 |
Transaction costs | 538 | 1,871 | 13,577 |
Corporate general and administrative | 5,134 | 3,242 | 11,494 |
Total expenses | 303,569 | 263,558 | 214,086 |
Operating income | 45,976 | 43,750 | 19,410 |
Equity in loss of unconsolidated entity | (2,927) | 0 | 0 |
Interest income | 34 | 27 | 23 |
Other income | 1,233 | 0 | 0 |
Interest expense and amortization of loan costs | (37,829) | (39,031) | (33,011) |
Write-off of loan costs and exit fees | (54) | 0 | (1,971) |
Unrealized loss on investment in Ashford Inc. | (7,609) | 0 | 0 |
Unrealized loss on derivatives | (3,252) | (111) | (36) |
Income (loss) before income taxes | (4,428) | 4,635 | (15,585) |
Income tax expense | (263) | (1,097) | (2,343) |
Net income (loss) | (4,691) | 3,538 | (17,928) |
Income from consolidated entities attributable to noncontrolling interests | (2,414) | (1,103) | (934) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 393 | (496) | 7,080 |
Net income (loss) attributable to the Company | (6,712) | 1,939 | (11,782) |
Preferred dividends | (1,986) | 0 | 0 |
Net Income (Loss) Available to Common Stockholders, Basic | $ (8,698) | $ 1,939 | $ (11,782) |
Income (loss) per share – basic: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.34) | $ 0.08 | $ (0.73) |
Weighted average common shares outstanding – basic (in shares) | 25,888 | 24,473 | 16,045 |
Income (loss) per share – diluted: | |||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (0.34) | $ 0.07 | $ (0.73) |
Weighted average common shares outstanding – diluted (in shares) | 25,888 | 33,325 | 16,045 |
Dividends declared per common share (in dollars per share) | $ 0.35 | $ 0.2 | $ 0.05000 |
Consolidated and Combined Cons5
Consolidated and Combined Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (4,691) | $ 3,538 | $ (17,928) |
Other comprehensive income (loss), net of tax: | |||
Total other comprehensive income | 0 | 0 | 0 |
Total comprehensive income (loss) | (4,691) | 3,538 | (17,928) |
Comprehensive income attributable to noncontrolling interests in consolidated entities | (2,414) | (1,103) | (934) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 393 | (496) | 7,080 |
Comprehensive income (loss) attributable to the Company | $ (6,712) | $ 1,939 | $ (11,782) |
Consolidated and Combined Cons6
Consolidated and Combined Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests in Consolidated Entities | Redeemable Noncontrolling Interest in Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2012 | 0 | |||||
Beginning balance at Dec. 31, 2012 | $ 252,378 | $ 0 | $ 272,376 | $ (32,513) | $ 12,515 | |
Beginning balance at Dec. 31, 2012 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | 342 | 342 | ||||
Issuance of common stock (in shares) | 16,129 | |||||
Issuance of common stock | $ 161 | (161) | ||||
Dividends declared – common stock | (806) | (806) | ||||
Reclass redeemable noncontrolling interests in operating partnership | (117,458) | (117,458) | 117,458 | |||
Spin-off transaction costs | (1,320) | (1,320) | ||||
Spin-off transaction costs | (125) | |||||
Contributions from noncontrolling interests | 282 | 282 | ||||
Distributions to noncontrolling interests | (16,357) | (16,357) | ||||
Distributions to redeemable noncontrolling Interest | (6,488) | |||||
Net income (loss) attributable to the Company | (11,782) | (11,782) | ||||
Income from consolidated entities attributable to noncontrolling interests | 934 | 934 | ||||
Net income (loss) | (10,848) | |||||
Net income (loss) | 7,080 | (7,080) | ||||
Capital contributions | 178,849 | 178,849 | ||||
Capital distributions | (85,700) | (85,700) | ||||
Redemption value adjustment | (55,961) | (55,961) | ||||
Redemption value adjustment | 55,961 | |||||
Ending balance (in shares) at Dec. 31, 2013 | 16,129 | |||||
Ending balance at Dec. 31, 2013 | 143,401 | $ 161 | 246,928 | (101,062) | (2,626) | |
Ending balance at Dec. 31, 2013 | 159,726 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Purchase of common stock (in shares) | (928) | |||||
Purchase of common stock | (16,108) | $ (9) | (14,315) | (1,784) | ||
Equity-based compensation | 413 | 413 | ||||
Equity-based compensation | 1,938 | |||||
Issuance of common stock (in shares) | 9,200 | |||||
Issuance of common stock | 143,935 | $ 92 | 143,843 | |||
Issuance of restricted shares/units (in shares) | 64 | |||||
Issuance of restricted shares/units | 1 | $ 1 | ||||
Issuance of restricted shares/units | 18 | |||||
Forfeiture of restricted common shares (in shares) | (1) | |||||
Forfeiture of restricted common shares | (22) | (22) | ||||
Dividends declared – common stock | (5,031) | (5,031) | ||||
Distributions to noncontrolling interests | (2,938) | (2,938) | ||||
Distributions to redeemable noncontrolling Interest | (1,799) | |||||
Redemption/conversion of operating partnership units | (3,074) | |||||
Net income (loss) attributable to the Company | 1,939 | 1,939 | ||||
Income from consolidated entities attributable to noncontrolling interests | 1,103 | 1,103 | ||||
Net income (loss) | 3,042 | |||||
Net income (loss) | (496) | 496 | ||||
Redemption value adjustment | 7,750 | 7,750 | ||||
Redemption value adjustment | (7,750) | |||||
Ending balance (in shares) at Dec. 31, 2014 | 24,464 | |||||
Ending balance at Dec. 31, 2014 | 274,443 | $ 245 | 376,869 | (98,210) | (4,461) | |
Ending balance at Dec. 31, 2014 | 149,555 | 149,555 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Purchase of common stock (in shares) | (479) | |||||
Purchase of common stock | (8,216) | $ (4) | (7,336) | (876) | ||
Equity-based compensation | 2,416 | 2,416 | ||||
Equity-based compensation | 1,431 | |||||
Issuance of common stock (in shares) | 200 | |||||
Issuance of common stock | 3,104 | $ 2 | 3,102 | |||
Issuance of restricted shares/units (in shares) | 44 | |||||
Forfeiture of restricted common shares (in shares) | (2) | |||||
Forfeiture of restricted common shares | (10) | (5) | (5) | |||
Dividends declared – common stock | (9,428) | (9,428) | ||||
Dividends declared – preferred stock | (1,986) | (1,986) | ||||
Distributions to noncontrolling interests | (3,766) | (3,766) | ||||
Distributions to redeemable noncontrolling Interest | (2,170) | |||||
Redemption/conversion of operating partnership units (in shares) | 4,245 | |||||
Redemption/conversion of operating partnership units | 63,343 | $ 42 | 63,301 | (69,198) | ||
Net income (loss) attributable to the Company | (6,712) | (6,712) | ||||
Income from consolidated entities attributable to noncontrolling interests | 2,414 | 2,414 | ||||
Net income (loss) | (4,298) | |||||
Net income (loss) | 393 | (393) | ||||
Redemption value adjustment | 17,444 | 17,444 | ||||
Redemption value adjustment | (17,444) | |||||
Ending balance (in shares) at Dec. 31, 2015 | 28,472 | |||||
Ending balance at Dec. 31, 2015 | 333,046 | $ 285 | $ 438,347 | $ (99,773) | $ (5,813) | |
Ending balance at Dec. 31, 2015 | $ 61,781 | $ 61,781 |
Consolidated and Combined Cons7
Consolidated and Combined Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (4,691) | $ 3,538 | $ (17,928) |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization | 43,824 | 40,686 | 30,862 |
Equity-based compensation | 3,847 | 2,351 | 342 |
Bad debt expense | 117 | 151 | 719 |
Amortization of loan costs | 2,575 | 1,828 | 745 |
Write-off of loan costs and exit fees | 54 | 0 | 1,971 |
Amortization of intangibles | (106) | (214) | (216) |
Unrealized loss on derivatives | 3,252 | 111 | 36 |
Realized gain on marketable securities | (1,068) | 0 | 0 |
Purchases of trading securities | 7,609 | 0 | 0 |
Purchases of trading securities | (105,878) | 0 | 0 |
Sales of trading securities | 55,654 | 0 | 0 |
Equity in loss of unconsolidated entity | 2,927 | 0 | 0 |
Deferred tax benefit | (1,093) | 0 | 0 |
Payments for derivatives | (3,853) | 0 | 0 |
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions: | |||
Restricted cash | 418 | (1,291) | 10,940 |
Accounts receivable and inventories | 1,923 | (3,433) | 220 |
Prepaid expenses and other assets | (338) | 19 | 751 |
Accounts payable and accrued expenses | 5,416 | 4,360 | (1,940) |
Due to/from related party, net | 191 | (497) | (12) |
Due to/from third-party hotel managers | (5,014) | 13,281 | (2,275) |
Due to/from Ashford Trust OP, net | (119) | (8,794) | 9,858 |
Due from Ashford Inc. | 3,823 | 2,546 | 0 |
Other liabilities | (80) | 212 | 12 |
Net cash provided by operating activities | 9,390 | 54,854 | 34,085 |
Cash Flows from Investing Activities | |||
Proceeds from property insurance | 24 | 125 | 0 |
Proceeds from sale of property, plant and equipment | 206 | 0 | 0 |
Acquisition of hotel properties, net of cash acquired | (144,102) | (172,112) | 0 |
Investment in Ashford Inc. | (16,623) | 0 | 0 |
Restricted cash related to improvements and additions to hotel properties | (3,437) | (19,742) | 0 |
Improvements and additions to hotel properties | (19,322) | (21,034) | (28,354) |
Net cash used in investing activities | (183,254) | (212,763) | (28,354) |
Cash Flows from Financing Activities | |||
Borrowings on indebtedness | 152,000 | 82,299 | 199,875 |
Repayments of indebtedness | (76,998) | (8,180) | (148,594) |
Payments of loan costs and exit fees | (3,317) | (4,357) | (2,831) |
Payments for derivatives | (117) | (126) | (36) |
Repurchase of common stock | (8,876) | (15,448) | 0 |
Payments for spin-off costs | 0 | (1,091) | (354) |
Payments for dividends | (11,819) | (6,402) | 0 |
Issuance of preferred stock | 62,290 | 0 | 0 |
Issuance of common stock | 3,104 | 143,935 | 0 |
Issuance of restricted shares/units | 0 | 19 | 0 |
Forfeiture of restricted shares/units | (10) | (22) | 0 |
Contributions from owners | 0 | 0 | 177,740 |
Contributions from a noncontrolling interest in a consolidated entity | 0 | 0 | 282 |
Distributions to owners | 0 | 0 | (85,700) |
Redemption of operating partnership units | (5,855) | (3,074) | 0 |
Distributions to a noncontrolling interest in a consolidated entity | (2,938) | (1,981) | (16,601) |
Distribution to redeemable noncontrolling interests in operating partnership | 0 | 0 | (6,049) |
Net cash provided by financing activities | 107,464 | 185,572 | 117,732 |
Net change in cash and cash equivalents | (66,400) | 27,663 | 123,463 |
Cash and cash equivalents at beginning of year | 171,439 | 143,776 | 20,313 |
Cash and cash equivalents at end of year | 105,039 | 171,439 | 143,776 |
Supplemental Cash Flow Information | |||
Interest paid | 34,687 | 36,983 | 32,448 |
Income taxes paid | 2,145 | 874 | 212 |
Supplemental Disclosure of Non Cash Investing and Financing Activities | |||
Investment in unconsolidated entity | 51,292 | 0 | 0 |
Net other assets and liabilities acquired | 0 | (1,473) | 0 |
Assumption of debt | 0 | 69,000 | 0 |
Dividends declared but not paid | 3,439 | 1,674 | 1,245 |
Common stock repurchases accrued but not paid | 0 | 660 | 0 |
Capital expenditures accrued but not paid | 549 | 140 | 779 |
Non cash consideration from sale of property, plant and equipment | 1,363 | 0 | 0 |
Investment in Ashford Inc. | 1,363 | 0 | 0 |
Financed insurance premiums | 0 | 0 | 1,284 |
Spin-off costs, accrued but not paid | 0 | 0 | 1,091 |
Deferred loan costs incurred but not paid | 0 | 0 | 1,886 |
Non cash contribution from owners | 0 | 0 | 1,109 |
Distributions declared but not paid to a noncontrolling interest in a consolidated entity | 3,766 | 2,938 | 1,981 |
Accrued preferred stock offering expenses | $ 42 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Hospitality Prime, Inc., together with its subsidiaries (“Ashford Prime”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”), luxury, upper-upscale and upscale hotels in gateway and resort locations. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by Smith Travel Research. Ashford Prime has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code. Ashford Prime conducts its business and owns substantially all of its assets through its operating partnership, Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”). In this report, the terms “the Company,” “we,” “us” or “our” refers to Ashford Hospitality Prime, Inc. and, as the context may require, all entities included in its financial statements. We became a public company on November 19, 2013, when Ashford Hospitality Trust, Inc. (“Ashford Trust”) completed the spin-off of our company through the distribution of our outstanding common stock to the Ashford Trust stockholders. On July 13, 2015, Ashford Trust announced that its board of directors had declared the distribution (1) to its stockholders of approximately 4.1 million shares of common stock of Ashford Prime to be received by Ashford Trust upon redemption of Ashford Prime OP common units and (2) to the common unitholders of Ashford Hospitality Trust Limited Partnership of its remaining common units of Ashford Prime OP. The distribution occurred on July 27, 2015, to stockholders and common unitholders of record as of the close of business of the New York Stock Exchange on July 20, 2015. As a result of the distribution, Ashford Trust has no ownership interest in Ashford Prime. As a result of Ashford Trust's distribution of its remaining common units of Ashford Prime OP and shares of common stock of Ashford Prime, the Prime TRSs revoked their elections to be taxable REIT subsidiaries of Ashford Trust. The Prime TRSs remain taxable REIT subsidiaries of Ashford Prime. On June 17, 2013, Ashford Trust announced that its Board of Directors had approved a plan to spin-off an 80% ownership interest in an eight -hotel portfolio, totaling 3,146 rooms ( 2,912 net rooms excluding those attributable to Ashford Trust’s partner), to holders of its common stock in the form of a taxable special distribution. The distribution was comprised of common stock in Ashford Prime. Ashford Prime OP was formed as a Delaware limited partnership on April 5, 2013 to hold substantially all of Ashford Prime’s assets and conduct substantially all of its business. Ashford Prime OP General Partner LLC, a wholly-owned subsidiary of Ashford Prime (“Prime GP”), was created to serve as the sole general partner of Ashford Prime OP. The distribution was made on November 19, 2013, on a pro rata basis to holders of Ashford Trust’s common stock as of November 8, 2013, with each of Ashford Trust’s stockholders receiving one share of Ashford Prime common stock for every five shares of Ashford Trust common stock held by such stockholder as of the close of business on November 8, 2013. Ashford Prime reimbursed Ashford Trust for transaction costs of $13.6 million incurred in connection with the spin-off. The transaction also included options for Ashford Prime to purchase the Crystal Gateway Marriott in Arlington, Virginia and the Pier House Resort in Key West, Florida. We acquired the Pier House Resort on March 1, 2014. The option to acquire the Crystal Gateway Marriott expired on May 19, 2015. We are advised by Ashford LLC, our affiliate, through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc., which was spun-off from, and remains an affiliate of, Ashford Trust. All of the hotels in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. As of December 31, 2015 , Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly-owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer, and Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust, managed two of our twelve hotel properties. Third-party management companies managed the remaining hotel properties. On September 17, 2015, Remington Lodging and Ashford Inc. entered into an agreement pursuant to which Ashford Inc. will acquire all of the general partner interest and 80% of the limited partner interests in Remington Lodging. The acquisition is subject to the satisfaction of various conditions, including the approval of Ashford Inc.’s stockholders. The acquisition, if completed, will not impact our management agreements with Remington Lodging. The accompanying consolidated and combined consolidated financial statements include the accounts of such wholly-owned and majority owned subsidiaries of Ashford Prime OP that as of December 31, 2015 , own and operate twelve hotels in six states, the District of Columbia and the U.S. Virgin Islands. The portfolio includes ten wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Ashford Prime OP has a controlling interest. These hotels represent 3,952 total rooms, or 3,717 net rooms, excluding those attributable to our partner. As a REIT, Ashford Prime needs to comply with limitations imposed by the Internal Revenue Code related to operating hotels. As of December 31, 2015 , eleven of our twelve hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively the TRS entities are referred to as “Prime TRS”). One hotel property is owned by a TRS entity. Prime TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to the hotel properties are included in the consolidated and combined consolidated statements of operations. As of December 31, 2015 , nine of the twelve hotel properties were leased by Ashford Prime’s wholly-owned TRS and two hotel properties majority-owned through a consolidated partnership were leased to a TRS wholly-owned by such consolidated partnership. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from Prime TRS is eliminated in consolidation. The hotels are operated under management contracts with Marriott International, Inc. (“Marriott”), Hilton Worldwide (“Hilton”), Accor Business and Leisure Management, LLC (“Accor”) and Remington Lodging, which are eligible independent contractors under the Internal Revenue Code. We refer to the eight hotels we acquired from Ashford Trust in connection with the spin-off as our initial hotels. With respect to six of our eight initial hotels, the accompanying carve-out combined consolidated financial statements for the period from January 1, 2013 through November 18, 2013 include the accounts of the following subsidiaries: 1 Ashford Plano-M LP 2 Ashford Seattle Waterfront LP 3 Ashford Tampa International Hotel Partnership LP 4 Ashford Seattle Downtown LP 5 Ashford San Francisco II LP 6 Ashford Philadelphia Annex LP 7 Ashford TRS Philadelphia Annex LLC 8 Ashford TRS Sapphire III LLC 9 Ashford TRS Sapphire VII LLC With respect to our other two initial hotels, the accompanying carve-out combined consolidated financial statements for the period from January 1, 2013 through November 18, 2013 include the accounts of Ashford HHC Partners III, LP and its subsidiaries which include: 1 CHH Torrey Pines Hotel Partners, LP 2 CHH Capital Hotel Partners, LP 3 CHH III Tenant Parent Corp. 4 CHH Torrey Pines Tenant Corp. 5 CHH Capital Tenant Corp. 6 CHH Torrey Pines Hotel GP, LLC 7 CHH Capital Hotel GP, LLC |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Combination and Consolidation —The accompanying consolidated and combined consolidated financial statements include the accounts of Ashford Hospitality Prime, Inc., its majority-owned subsidiaries and its majority-owned consolidated entity in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated and combined consolidated entities have been eliminated in these consolidated and combined consolidated financial statements. Ashford Prime OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A 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, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Prime OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Prime OP General Partner LLC, its general partner. As such, we consolidate Ashford Prime OP. The following items affect reporting comparability of our historical consolidated financial statements: • On February 24, 2014, we acquired the Sofitel Chicago Water Tower and on March 1, 2014, we acquired the Pier House Resort. The operating results of these hotels are included in our results of operations as of their respective acquisition dates. • On July 9, 2015, we acquired the Bardessono Hotel and Spa (“Bardessono Hotel”) and on December 15, 2015, we acquired the Ritz-Carlton St. Thomas, USVI (“Ritz-Carlton St. Thomas”). The operating results of these hotels are included in our results of operations as of their acquisition dates. Use of Estimates —The preparation of these consolidated and combined consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue 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 includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment replacements of approximately 4% to 5% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. For purposes of the statements of cash flows, changes in restricted cash caused by using such funds for debt service, real estate taxes, and insurance are shown as operating activities. Changes in restricted cash caused by using such funds for furniture, fixtures, and equipment replacements are included in cash flows from investing activities. Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed 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. Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Investments in Hotel Properties, net —Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. Impairment of Investments in Hotel Properties —Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel 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 hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, 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. During 2015 , 2014 and 2013 , we have not recorded any impairment charges. Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Investment in Unconsolidated Entity —We hold an investment in an unconsolidated entity, the AIM Real Estate Hedged Equity (U.S.) Fund, L.P. (the “REHE Fund”), in which we have an ownership interest of 45.3% that is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entity’s net income/loss. We review the investment in unconsolidated entity for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. If our analysis indicates that the investment’s estimated fair value is less than the carrying amount, we record an impairment in equity in earnings (loss) in unconsolidated entity. No such impairment was recorded in the year ended December 31, 2015 . We also hold approximately 195,000 shares of Ashford Inc. common stock, which represented an approximately 9.7% ownership interest in Ashford Inc. and had a fair value of $10.4 million at December 31, 2015 . This investment would typically be accounted for under the equity method of accounting, under ASC 323-10 - Investments - Equity Method and Joint Ventures since we exercise significant influence. However, we have elected to record our investment in Ashford Inc. using the fair value option under ASC 825-10 - Fair Value Option - Financial Assets and Financial Liabilities . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE, as defined by authoritative accounting guidance, 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, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis, and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. Marketable Securities —Prior to our investment in REHE Fund we held marketable securities. Marketable securities included U.S. treasury bills, publicly traded equity securities and put and call options on certain publicly traded equity securities. All of our investments in marketable securities were recorded at fair value. Put and call options were considered derivatives. The fair value of these investments was determined based on the closing price as of the balance sheet date. The cost of securities sold was determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains and losses, and costs of investment, is reported as a component of “other income.” Deferred Costs, net —As discussed below, we elected to early adopt ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) to simplify the presentation of debt issuance costs. This change in accounting principle was adopted in the fourth quarter and applied retrospectively. Debt issuance costs are reflected as a direct reduction to the related debt obligation rather than as an asset on our consolidated balance sheets. Additionally, we applied the guidance in ASU 2015-15 Interest-Imputation of Interest (Subtopic 835-30) : Presentation and Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), and as a result debt issuance costs associated with our secured revolving credit facility will continue to be presented as an asset on our consolidated balance sheets. Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Deferred franchise fees are amortized on a straight-line basis over the terms of the related franchise agreements. This change in accounting principle is reflected in notes 6 and 8. Intangible Assets and Intangible Liabilities —Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight-line method over the remaining terms of the respective lease contracts. See note 7. Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include interest rate caps and floors. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. These derivatives are subject to master netting settlement arrangements. As the derivatives are subject to master netting settlement arrangements, we report derivatives with the same counterparty net on the consolidated balance sheets. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three-month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives, and options on futures contracts are reported as “derivative assets” in the consolidated balance sheets. Interest rate derivatives and futures, changes in fair value are recognized in earnings as “unrealized loss on derivatives” in the consolidated statements of operations. Due to/from Related Party, net —Due to/from related party, net, represents current receivables related to advances for project management services and payables resulting from transactions related to hotel management, project management and market services with a related party. These receivables and payables are generally settled within a period not exceeding one year . Due to/from Ashford Trust OP, net —Due to/from Ashford Trust OP, net, represents payables and receivables related to reimbursable expenses as of December 31, 2015. As of December 31, 2014, these payables also included the advisory services fee for the period when Ashford LLC was a subsidiary of Ashford Trust. These receivables and payables are generally settled within a period not exceeding one year . Due to Ashford Inc. —Due to Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses, for the periods following Ashford Inc.’s spin-off from Ashford Trust. These payables are generally settled within a period not exceeding one year . Due to/from Third-Party Hotel Managers —Due from third-party hotel managers primarily consists of amounts due from Marriott related to cash reserves held at the Marriott corporate level related to operating, real estate taxes, and other items. Due to/from third-party hotel managers represents current receivables and payables resulting from transactions related to hotel management. Unfavorable Management Contract Liabilities —A management agreement assumed by Ashford Trust in an acquisition of a hotel in 2007 had terms that were more favorable to the respective manager than typical market management agreements at the acquisition date. As a result, Ashford Trust recorded an unfavorable management contract liability of $1.5 million based on the present value of expected cash outflows over the initial term of the related agreement. The unfavorable management contract liability, with an unamortized balance of $158,000 and $316,000 as of December 31, 2015 and 2014 , respectively, is amortized as a reduction to incentive management fees on a straight-line basis of $158,000 per year over the initial term of the related agreement which runs through December 31, 2016. Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of the consolidated balance sheets as these redeemable operating units do not meet the requirements for equity classification prescribed by the authoritative accounting guidance because these redeemable operating units may be redeemed by the holder. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in a consolidated entity represents an ownership interest of 25% in two hotel properties at December 31, 2015 and 2014 , and is reported in equity in the consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. Revenue Recognition —Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. Other Expenses —Other expenses include telephone charges, guest laundry, valet parking, and hotel-level general and administrative expenses, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. Advertising Costs —Advertising costs are charged to expense as incurred. For 2015 , 2014 and 2013 , we incurred advertising costs of $2.3 million , $1.9 million and $645,000 , respectively. Advertising costs are included in “Other expenses” in the accompanying consolidated and combined consolidated statements of operations. Equity-Based Compensation —Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant. Corporate General and Administrative Expense —Corporate general and administrative expenses are expensed as incurred. Prior to the spin-off, corporate general and administrative expense represented an allocation of certain Ashford Trust corporate general and administrative costs including salaries and benefits, stock-based compensation, legal and professional fees, rent expense, insurance expense and office expenses. The costs were allocated based on the pro rata share of our undepreciated gross investments in hotel properties in relation to Ashford Trust’s undepreciated gross investments in hotel properties for all indirect costs. All direct costs associated with the operations of the eight initial hotel properties are included in the consolidated and combined consolidated financial statements. Depreciation and Amortization —Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. 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 hotel sales. Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Prime TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Prime TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. The entities that own eleven of our twelve hotels are considered partnerships for federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia, Texas, and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the twelve hotels are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be taxable REIT subsidiaries of Ashford Prime. The entities that operate the two hotels owned by a consolidated partnership elected to be treated as taxable REIT subsidiaries (“TRS”) of Ashford Trust in April 2007, when the partnership was acquired by Ashford Trust. As a result of Ashford Trust’s distribution of its remaining common units of Ashford Prime OP and shares of common stock of Ashford Prime on July 27, 2015, the Prime TRSs revoked their elections to be taxable REIT subsidiaries of Ashford Trust effective July 29, 2015. The Prime TRSs remain taxable REIT subsidiaries of Ashford Prime. Prior to the spin-off, income tax expense in the accompanying combined consolidated financial statements was calculated on a “carve out” basis from Ashford Trust. The “Income Taxes” Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2012 through 2015 remain subject to potential examination by certain federal and state taxing authorities. Income (Loss) Per Share —For periods prior to the spin-off, basic loss per share was calculated by dividing net loss attributable to the Company by the 16.0 million shares of common stock outstanding upon the completion of the distribution (based on a distribution ratio of one share of Ashford Prime common stock for every five shares of Ashford Trust common stock), including 16,000 shares for initial grants to the five independent members of our board of directors and excluding 84,000 unvested restricted shares. In 2013, diluted loss per share was calculated using the 16.0 million shares of common stock outstanding upon the completion of the distribution. An additional 8.9 million shares that includes 84,000 unvested restricted shares and the assumed conversion of 8.8 million Ashford Prime OP units, which are comprised of 5.0 million units held by Ashford Trust representing Ashford Trust’s retained ownership interest in Ashford Prime OP and 3.8 million units of Ashford Prime OP received by Ashford Trust unitholders in the spin-off were excluded from the diluted loss per share calculation as the effect would have been anti-dilutive. For periods after the spin-off, 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. Reclassifications And Correction of Immaterial Errors —During the year ended December 31, 2014, the Company repurchased a total of 928,000 shares of its common stock for a total cost of $16.1 million . The Company has historically presented share repurchases as treasury stock (thereby reducing stockholders’ equity) in the consolidated balance sheets and consolidated statements of equity. However, the Company is incorporated in Maryland and under Maryland law, there is no concept of treasury stock. Therefore, shares repurchased should be considered retired and constitute authorized but unissued shares rather than treasury stock as previously presented. As a result, during the year ended December 31, 2015, the Company has corrected the classification error and amounts previously reported as treasury stock of $16.1 million at December 31, 2014, are presented as a reduction to common stock and additional paid-in capital and an increase to accumulated deficit in the consolidated balance sheet and consolidated statement of equity. In addition, the number of shares previously disclosed as issued have been reduced by the number of shares repurchased of approximately 929,000 at December 31, 2014. This change does not affect consolidated assets, consolidated liabilities, consolidated total equity, the consolidated statement of operations, the consolidated statement of comprehensive income (loss), the consolidated statement of cash flows (excluding the change of descriptions from issuances and purchases of treasury stock to common stock), or earnings per share computations. As discussed above, we elected to early adopt ASU 2015-03 to simplify the presentation of debt issuance costs. This change in accounting principle was adopted in the fourth quarter of 2015 and applied retrospectively. Debt issuance costs are reflected as a direct reduction to the related debt obligation rather than as an asset on our consolidated balance sheets. Additionally, we applied the guidance in ASU 2015-15, and as a result debt issuance costs associated with our secured revolving credit facility will continue to be presented as an asset on our consolidated balance sheets. Recently Adopted Accounting Standards — In April 2014, the FASB issued accounting guidance that revises the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results, removing the lack of continuing involvement criteria and requiring discontinued operations reporting for the disposal of an equity method investment that meets the definition of discontinued operations. The update also requires expanded disclosures for discontinued operations, including disclosure of pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The new accounting guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014. We adopted this accounting guidance on January 1, 2015. The adoption of this accounting guidance affects the presentation of our results of operations to the extent that the operations of disposed hotel properties are included in continuing operations. In April 2015, the FASB issued ASU 2015-03. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those fiscal years, and is to be applied retrospectively. Early adoption permitted. We have elected to early adopt this standard as of December 31, 2015, as such debt issuance costs are now presented as a direct reduction to indebtedness on our consolidated balance sheets. Adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In August 2015, the FASB issued ASU 2015-15 t o amend SEC paragraphs of the FASB Accounting Standards Codification pursuant to an SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting. The guidance in ASU 2015-03, described above, does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance was effective immediately and did not have any impact on our financial position, results of operations or cash flows. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), as part of its Simplification Initiative to provide guidance on management’s responsibility to adjust provisional amounts recognized in a business combination and to provide related disclosure requirements. The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 applies to all entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and has an adjustment to provisional amounts recognized during the measurement period. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. We have elected to early adopt this standard effective December 31, 2015, the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new reven |
Investment in Hotel Properties,
Investment in Hotel Properties, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Investments in Hotel Properties, net | Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): December 31, 2015 2014 Land $ 227,620 $ 202,356 Buildings and improvements 1,017,086 918,809 Furniture, fixtures and equipment 68,529 56,623 Construction in progress 2,386 1,557 Total cost 1,315,621 1,179,345 Accumulated depreciation (224,142 ) (189,042 ) Investments in hotel properties, net $ 1,091,479 $ 990,303 The cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes was approximately $1.1 billion and $954.2 million as of December 31, 2015 and 2014 , respectively. For the years ended December 31, 2015 , 2014 and 2013 , depreciation expense was $43.6 million , $40.5 million and $30.7 million , respectively. Acquisitions On July 9, 2015 , we acquired a 100% leasehold interest in the Bardessono Hotel in Yountville, California for total consideration of $85.0 million . The acquisition was funded with proceeds from our recently completed preferred stock offering and cash on hand. See note 16. Ashford Inc. agreed to provide $2.0 million of key money consideration in connection with its engagement to provide hotel advisory services. The key money consideration included 19,897 shares of Ashford Inc. common stock, which represented approximately 1% of the outstanding shares of Ashford Inc. The initial value assigned to the shares was based on the previous 10 -day closing prices as of July 1, 2015, which was approximately $1.8 million . The remaining key money consideration was paid in cash in the amount of $206,000 . The key money consideration was paid on September 14, 2015. In return for the key money consideration, Ashford Prime transferred furniture, fixtures and equipment with a carrying value of $1.9 million to Ashford Inc., which was subsequently leased back at no cost for a term of five years. The fair value of the key money consideration received on September 14, 2015, was approximately $1.6 million , which decreased in value from July 1, 2015 solely due to the change in the price of Ashford Inc. common stock. Prepaid rent on the sale-leaseback was recorded in the amount of $302,000 , which will be amortized over the five -year lease term. Lease expense related to the prepaid rent of $18,000 was recognized for year ended December 31, 2015 . Lease expense is included in “other” hotel expense in the consolidated statement of operations. The hotel advisory services and the lease are considered a multiple element arrangement, in accordance with the applicable accounting guidance. As such, a portion of the base advisory fee will be allocated to lease expense equal to the estimated fair value of the lease payments that would have been made. As a result, $99,000 of advisory expense was allocated to lease expense for the year ended December 31, 2015 . We prepared the purchase price allocation of the assets acquired and liabilities assumed. The final purchase price allocation was completed with the assistance of a third party appraisal firm. This valuation is considered a Level 3 valuation technique. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): Land $ — Buildings and improvements 58,798 Furniture, fixtures, and equipment (1) 5,386 64,184 Intangible asset 20,816 Net other assets and liabilities (3,207 ) __________________ (1) Includes $2.0 million of furniture, fixture and equipment transferred to Ashford Inc. for key money consideration. The results of operations of the Bardessono Hotel have been included in our results of operations since July 9, 2015. For the year ended December 31, 2015 , we have included total revenue of $9.7 million and net income of $1.4 million , in our consolidated statements of operations. The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2013 are included in the pro forma table below under “Pro Forma Financial Results.” On December 15, 2015, we acquired a 100% interest in the Ritz-Carlton St. Thomas in St. Thomas, U.S. Virgin Islands for total consideration of $64.0 million . Subsequent to the close of the transaction, we completed the financing of a $42.0 million mortgage loan. See note 8. We have allocated the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. The valuation is considered a Level 3 valuation technique. We are in the process of obtaining the necessary information and evaluating the values assigned to investment in hotel properties, property level working capital balances and income taxes. Thus, the balances reflected below are subject to change and could result in adjustments. Any changes to the amounts recorded within the investments in hotel properties will also impact depreciation and amortization expense. The following table summarizes the preliminary fair value of the assets acquired in the acquisition (in thousands): Land $ 25,264 Buildings and improvements 34,853 Furniture, fixtures, and equipment 3,883 64,000 Net other assets and liabilities (1,317 ) The results of operations of the Ritz-Carlton St. Thomas hotel have been included in our results of operations since December 15, 2015. For the year ended December 31, 2015 , we have included total revenue of $3.9 million and net income of $1.0 million , in our consolidated statements of operations. The unaudited pro forma results of operations as if the acquisition had occurred on January 1, 2013 are included in the pro forma table below. Pro Forma Financial Results The following table reflects the unaudited pro forma results of operations as if the acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2013, and the removal of $538,000 of non-recurring transaction costs directly attributable to the acquisitions for the years ended December 31, 2015, 2014 and 2013 (in thousands): Year Ended December 31, 2015 2014 2013 Total revenue $ 406,749 $ 368,723 $ 292,013 Net income (loss) (3,545 ) 1,462 (21,240 ) |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Note Receivable | Note Receivable As of December 31, 2015 and 2014 , we owned a note receivable of $8.1 million issued by the city of Philadelphia, Pennsylvania. The note bears interest at a rate of 12.85% and matures in 2018. The interest income recorded on the note receivable is offset against the interest expense recorded on the TIF loan of the same amount. See note 8. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity In June 2015, in exchange for consideration of certain marketable securities, we obtained a 45.3% ownership interest in the REHE Fund. The REHE Fund is managed by Ashford Investment Management, LLC (“AIM”), an indirect subsidiary of Ashford Inc. The REHE Fund invests substantially all of its assets in the AIM Real Estate Hedged Equity Master Fund, LP (the “Master Fund”), and as a consequence of our investment in the REHE Fund, we obtained an indirect interest in the Master Fund. Our maximum loss exposure is limited to our investment in the REHE Fund. The following tables summarize the condensed balance sheet as of December 31, 2015 , and the condensed statement of operations for the year ended December 31, 2015 , of the REHE Fund (in thousands): AIM Real Estate Hedged Equity (U.S.) Fund, LP Condensed Balance Sheet December 31, 2015 Total assets $ 106,792 Total liabilities — Partners’ capital 106,792 Total liabilities and partners’ capital $ 106,792 Our ownership interest in the REHE Fund $ 48,365 AIM Real Estate Hedged Equity (U.S.) Fund, LP Condensed Statement of Operations Year Ended December 31, 2015 Total investment income $ 1,266 Net expenses (273 ) Net investment income 993 Net unrealized loss on investments (2,308 ) Net realized gain on investments (5,103 ) Net loss attributable to the REHE Fund $ (6,418 ) Our equity in loss of the REHE Fund $ (2,927 ) The Master Fund generally invests in publicly traded equity securities and put and call options on publicly traded equity securities. The REHE Fund records its investment in the Master Fund at its proportionate share of net assets of the Master Fund. Income (loss) and distributions are allocated to the REHE Fund’s partners based on their respective ownership percentage of the REHE Fund. Our equity in loss in the REHE Fund represents our share of the REHE Fund’s loss from June 1, 2015 through December 31, 2015 . As of December 31, 2015 , we have no unfunded commitments to the REHE Fund. We are not obligated to pay any portion of the management fee or the performance allocation in favor of the REHE Fund’s investment manager and general partner, respectively, but we do share pro rata in all other applicable expenses of the REHE Fund. On July 31, 2015, we entered into a block trade with an unaffiliated third party pursuant to a sale arrangement between the Company, Ashford Inc. and Ashford Trust. The block trade included the purchase from a third party of approximately 175,000 shares of Ashford Inc. common stock at $95.00 per share, which approximated the 120 -day volume weighted average share price, for a total cost of approximately $16.6 million . The sale arrangement and block trade were evaluated and approved by the independent members of our board of directors. The block trade purchase price and other terms of the sale arrangement were the result of negotiations with the third party, and the board of directors received a fairness opinion from an independent financial advisor that the price paid for the Ashford Inc. shares by the Company was fair to the Company. We did not receive any concessions or economic benefits from Ashford Inc. pertaining to our current contractual arrangements with Ashford Inc. in connection with this block trade. The block trade settled on August 4, 2015, and the loss resulting from the block trade is recorded within “unrealized loss on investment in Ashford Inc.” in our consolidated statement of operations for year ended December 31, 2015 . Separately, on September 14, 2015, we received 19,897 shares of Ashford Inc. common stock from Ashford Inc. as part of our acquisition of the Bardessono Hotel. See note 3 for discussion of that transaction. As of December 31, 2015 , we held approximately 195,000 shares of Ashford Inc. common stock, which represented an approximate 9.7% ownership interest in Ashford Inc. and had a fair value of $10.4 million . See notes 10 and 11. As we exercise significant influence over Ashford Inc., this investment would typically be accounted for under the equity method of accounting, under ASC 323-10 - Investments - Equity Method and Joint Ventures . However, we have elected to record our investment in Ashford Inc. using the fair value option under ASC 825-10 - Fair Value Option - Financial Assets and Financial Liabilities . We have elected to use the fair value option to account for our investment in Ashford Inc. as the fair value is readily available since Ashford Inc. common stock is traded on a national exchange. The fair value of our investment in Ashford Inc. is included in “investment in Ashford Inc., at fair value” on our consolidated balance sheet, and changes in market value are included in “unrealized loss on investment in Ashford Inc.” on our consolidated statement of operations. The following tables summarize the condensed balance sheet as of December 31, 2015 , and the condensed statement of operations for the year ended December 31, 2015 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Balance Sheet December 31, 2015 Total assets $ 166,991 Total liabilities 30,115 Redeemable noncontrolling interests in Ashford LLC 240 Total stockholders’ equity of Ashford Inc. 32,165 Noncontrolling interests in consolidated entities 104,471 Total equity 136,636 Total liabilities and equity $ 166,991 Our investment in Ashford Inc., at fair value $ 10,377 Ashford Inc. Condensed Statement of Operations Year Ended December 31, 2015 Total revenue $ 58,981 Total operating expenses (60,332 ) Operating loss (1,351 ) Unrealized loss on investment in unconsolidated entity (2,141 ) Unrealized loss on investments (2,490 ) Realized loss on investments (5,110 ) Other 1,114 Income tax expense (2,066 ) Net loss (12,044 ) Loss from consolidated entities attributable to noncontrolling interests 10,852 Net loss attributable to redeemable noncontrolling interests in Ashford LLC 2 Net loss attributable to Ashford Inc. $ (1,190 ) Our unrealized loss on investment in Ashford Inc. $ (7,609 ) |
Deferred Costs, net
Deferred Costs, net | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, net | Deferred Costs, net Deferred costs, net consisted of the following (in thousands): December 31, 2015 2014 Deferred loan costs $ 2,122 $ 1,897 Accumulated amortization (1,367 ) (693 ) Deferred costs, net $ 755 $ 1,204 As previously discussed in note 2, we elected to early adopt ASU 2015-03 to simplify the presentation of debt issuance costs. This change in accounting principle was adopted in the fourth quarter of 2015 and applied retrospectively. Debt issuance costs are reflected as a direct reduction to the related debt obligation rather than as an asset on our consolidated balance sheets. Additionally, we applied the guidance in ASU 2015-15, and as a result debt issuance costs associated with our secured revolving credit facility will continue to be presented as an asset on our consolidated balance sheets. |
Intangible Assets, net and Inta
Intangible Assets, net and Intangible Liabilities, net | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, net and Intangible Liabilities, net [Abstract] | |
Intangible Assets, net and Intangible Liabilities, net | Intangible Assets, net and Intangible Liability, net Intangible assets, net and intangible liability, net consisted of the following (in thousands): Intangible Assets, net Intangible Liability, net December 31, December 31, 2015 2014 2015 2014 Cost $ 24,050 $ 3,233 $ 4,179 $ 4,179 Accumulated amortization (890 ) (691 ) (497 ) (440 ) $ 23,160 $ 2,542 $ 3,682 $ 3,739 Intangible assets represents favorable market-rate leases which relate to the acquisitions of the Hilton La Jolla Torrey Pines hotel in La Jolla, CA and the Bardessono Hotel in Yountville, CA, which are being amortized over the lease terms with expiration dates of 2043 and 2105, respectively. The intangible liability represents an unfavorable market-rate lease which relates to the acquisition of the Renaissance Tampa International Plaza in Tampa, FL which is being amortized over the remaining initial lease term that expires in 2080. For the three years ended December 31, 2015 , 2014 and 2013 , amortization related to intangible assets was $199,000 , $89,000 and $90,000 , respectively, and amortization related to the intangible liability was $57,000 , $56,000 and $57,000 , respectively. Estimated future amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands): Intangible Assets Intangible Liabilities 2016 $ 320 $ 57 2017 320 57 2018 320 57 2019 320 57 2020 320 57 Thereafter 21,560 3,397 Total $ 23,160 $ 3,682 |
Indebtedness, net
Indebtedness, net | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness, net Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2015 December 31, 2014 Indebtedness Collateral Maturity Interest Rate Debt Balance Book Value of Collateral Debt Book Value of Mortgage loan 1 hotel September 2015 LIBOR (1) +4.90% $ — $ — $ 69,000 $ 92,702 Mortgage loan (3) 1 hotel March 2016 LIBOR (1) +2.30% 80,000 142,656 80,000 148,206 Secured revolving credit facility (4) Various November 2016 Base Rate (2) + 1.25% to 2.75% or LIBOR (1) +2.25% to 3.75% — — — — Mortgage loan (5) 1 hotel March 2017 LIBOR (1) +2.25% 70,000 90,957 — — Mortgage loan (6) 1 hotel April 2017 5.91% 33,381 93,856 33,860 98,613 Mortgage loan 2 hotels April 2017 5.95% 122,374 136,812 124,111 139,584 Mortgage loan 3 hotels April 2017 5.95% 249,020 262,411 252,556 264,817 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 40,000 61,329 — — Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 42,000 63,886 — — TIF loan (6) (7) 1 hotel June 2018 12.85% 8,098 — 8,098 — Mortgage loan 2 hotels November 2019 LIBOR (1) +2.65% 195,359 239,572 197,605 246,381 $ 840,232 $ 1,091,479 $ 765,230 $ 990,303 Deferred loan costs, net (4,640 ) — (3,503 ) $ — Total $ 835,592 $ 1,091,479 $ 761,727 $ 990,303 __________________ (1) LIBOR rates were 0.430% and 0.171% at December 31, 2015 and 2014 , respectively. (2) Base Rate, as defined in our secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% . (3) This loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in March 2016. (4) Our borrowing capacity under our secured revolving credit facility is $150.0 million . We have an option, subject to lender approval, to further increase the borrowing capacity to an aggregate of $300.0 million . We may use up to $15.0 million for standby letters of credit. The secured revolving credit facility has two one -year extension options subject to advance notice, satisfaction of certain conditions and a 0.25% extension fee. (5) This loan has three one -year extension options, subject to satisfaction of certain conditions. (6) These loans are collateralized by the same property. (7) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 4. As previously discussed in note 2, we elected to early adopt ASU 2015-03 to simplify the presentation of debt issuance costs. This change in accounting principle was adopted in the fourth quarter of 2015 and applied retrospectively. Debt issuance costs are reflected as a direct reduction to the related debt obligation rather than as an asset on our consolidated balance sheets. Additionally, we applied the guidance in ASU 2015-15, and as a result debt issuance costs associated with our secured revolving credit facility will continue to be presented as an asset on our consolidated balance sheets. Maturities and scheduled amortization of indebtedness as of December 31, 2015 for each of the following five years and thereafter are as follows (in thousands): 2016 $ 88,646 2017 564,541 2018 187,045 2019 — 2020 — Thereafter — Total $ 840,232 On December 15, 2015, in connection with the acquisition of the Ritz-Carlton St. Thomas, we completed the financing of a $42.0 million loan. This loan is interest only and provides for a floating interest rate of LIBOR + 4.95% . The stated maturity date of the mortgage loan is December 2017, with three one -year extension options. The mortgage loan is secured by the Ritz-Carlton St. Thomas. On November 23, 2015, we completed the financing of a $40.0 million mortgage loan. The mortgage loan bears interest at a rate of LIBOR + 4.95% . The stated maturity date of the mortgage loan is December 2017, with three one -year extension options. The mortgage loan is secured by the Bardessono Hotel. On March 1, 2014, in connection with the acquisition of the Pier House Resort, we assumed the $69.0 million mortgage on the property. The mortgage loan bears interest at a rate of LIBOR + 4.9% . The stated maturity date of the mortgage loan is September 9, 2015, which may be extended by us for up to three consecutive one -year terms. On March 9, 2015, we refinanced the $69.0 million mortgage loan, with an outstanding balance of $69.0 million due September 2015, with a $70.0 million mortgage loan due March 2017, with three one -year extension options, subject to the satisfaction of certain conditions. The new loan is interest only and provides for a floating interest rate of LIBOR + 2.25% . The mortgage loan is secured by the Pier House Resort. On November 7, 2014, we refinanced our $197.8 million mortgage loan with an outstanding balance of $195.7 million due February 2018 with a $198.0 million mortgage loan from the same lender with a five -year initial term and two one -year extension options, subject to the satisfaction of certain conditions. The new loan provides for a floating interest rate of LIBOR + 2.65% . The mortgage loan remains secured by the Capital Hilton in Washington, DC and Hilton La Jolla Torrey Pines in La Jolla, CA. Ashford Prime has a 75% ownership interest in the properties, with Hilton holding the remaining 25% . On February 24, 2014, to fund a portion of our acquisition of the Sofitel Chicago Water Tower, we completed the financing for an $80.0 million mortgage loan. The mortgage loan bears interest at a rate of LIBOR + 2.3% . The stated maturity date of the mortgage loan is March 9, 2016, which may be extended by us for up to three consecutive one -year terms. The mortgage loan is secured by the Sofitel Chicago Water Tower. We are required to maintain certain financial ratios under our secured revolving credit facility. If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in our inability to borrow unused amounts under our line of credit, even if repayment of some or all of our borrowings is not required. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. Presently, our existing financial covenants are non-recourse and primarily relate to maintaining minimum debt coverage ratios. As of December 31, 2015 , we were in compliance in all material respects with all covenants or other requirements set forth in our debt agreements as amended. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Interest Rate Derivatives —We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage the risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives include interest rate caps and interest rate floors, which are subject to master netting settlement arrangements. As of December 31, 2015 , the maturities on these instruments ranged from March 2016 to July 2020. All derivatives are recorded at fair value. In March 2015 , we entered into an interest rate cap with a notional amount and strike rate of $56.0 million and 4.5% , respectively, which had an effective date of March 2015, a maturity date of March 2017 and a total cost of $8,000 . This instrument caps the interest rate on our mortgage loan with a principal balance of $70.0 million and a maturity date of March 2017. In November 2015, we entered into an interest rate cap with a notional amount and strike rate of $40.0 million and 2.50% , respectively, which had an effective date of November 2015, a maturity date of December 2017 and a total cost of $69,000 . This instrument caps the interest rate on our mortgage loan with a principal balance of $40.0 million and a maturity date of December 2017. In December 2015, we entered into an interest rate cap with a notional amount and strike rate of $43.5 million and 2.00% , respectively, with an effective date of December 2015, a maturity date of January 2018 and a total cost of $41,000 . This instrument caps the interest rate on our mortgage loan with a principal balance of $42.0 million and a maturity date of December 2017. These interest rate cap instruments were not designated as cash flow hedges. The net carrying value of our interest rate caps was an asset of $58,000 as of December 31, 2015 , which is included in “derivative assets” in the consolidated balance sheets. In 2015, we also entered into two interest rate floors with an aggregate notional amount and strike rate of $3.0 billion and -0.25% , respectively, which had effective dates of July 2015 and a maturity dates of July 2020, for a total cost of $3.5 million . The net carrying value of our interest rate floors was an asset of $577,000 as of December 31, 2015. The interest rate floors were not designated as cash flow hedges. In February 2014, we entered into an interest rate cap with a notional amount and strike rate of $80.0 million and 1.50% , respectively, which had an effective date of February 2014, a maturity date of March 2016 and a total cost of $93,000 . The instrument was not designated as a cash flow hedge. This instrument caps the interest rate on our mortgage loan with a principal balance of $80.0 million and a maturity date of March 2016. In connection with the $69.0 million mortgage loan assumed in connection with the Pier House Resort acquisition, we acquired an interest rate cap with a notional amount and strike rate of $69.0 million and 1.80% , respectively, which had an effective date of September 2013, a maturity date of September 2015 and a total cost of $19,000 . This interest rate cap was terminated in March 2015 when the related mortgage loan was refinanced. This instrument was not designated as a cash flow hedge. In November 2014, we entered into interest rate cap with a notional amount and strike rate of $148.5 million and 4.00% , respectively, which had an effective date of November 2014, a maturity date of December 2016 and a total cost of $33,000 . This instrument was not designated as a cash flow hedge. These instruments cap the interest rate on our mortgage loan with a principal balance of $195.4 million as of December 31, 2015 and a maturity date of November 2019. Options on Futures Contracts —In September 2015, we purchased options on Eurodollar futures for upfront costs, including commissions, of $372,000 and maturity dates ranging from September 2016 to March 2017 . The net carrying value of these option contracts was an asset of $117,000 as of December 31, 2015 , which is included in “derivative assets” in the consolidated balance sheets. An unrealized loss of $195,000 was recognized for the year ended December 31, 2015 . No options on futures contracts were purchased prior to 2015. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (the Level 2 inputs). We also incorporate credit valuation adjustments (the Level 3 inputs) to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk. The fair value of interest rate floors is determined by obtaining the last market bid prices from several counterparties for a similar investment as of the measurement date. The bids (the Level 2 inputs) used in the calculation of fair value are reviewed across each counterparty and are accessed individually to determine the relevant fair value of each interest rate floor. The fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when the valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counter-parties, which we consider significant ( 10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. 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 the measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Interest rate derivatives - non-hedge $ — $ 636 $ 636 (1) Options on futures contracts 117 — 117 (1) 117 636 753 Non-derivative assets: Investment in Ashford Inc. 10,377 — 10,377 Total 10,494 636 11,130 Significant Other Observable Inputs (Level 2) Total December 31, 2014 Assets Derivative assets: Interest rate derivatives - non-hedge $ 35 $ 35 (1) __________________ (1) Reported as “derivative assets” in the consolidated balance sheets. Effect of Fair Value Measured Assets and Liabilities on Consolidated and Combined Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on the consolidated and combined consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2015 2014 2013 Assets Derivative assets: Interest rate derivatives - non-hedge $ (3,057 ) $ (111 ) $ (36 ) Equity put options (1,017 ) — — Equity call options 23 — — Options on futures contracts (195 ) — — Non-derivative assets: Investment in Ashford Inc. (7,609 ) — — Equity - American Depositary Receipt (75 ) — — Equity securities 560 — — U.S. treasury securities 53 — — Total (11,317 ) (111 ) (36 ) Liabilities Derivative liabilities: Short equity put options 680 — — Short equity call options 844 — — Net $ (9,793 ) $ (111 ) $ (36 ) Total combined Interest rate derivatives and options on futures contracts $ (3,252 ) (1) $ (111 ) (1) $ (36 ) (1) Unrealized loss on investment in Ashford Inc. (7,609 ) (2) — — Realized gain on marketable securities 1,068 (3) — — Net $ (9,793 ) $ (111 ) $ (36 ) __________________ (1) Reported as “unrealized loss on derivatives” in the consolidated and combined consolidated statements of operations. (2) Reported as “unrealized loss investment in Ashford Inc.” in the consolidated statement of operations. (3) Reported as “other income” in the consolidated statement of operations. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Determining the estimated fair values of certain financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Accordingly, 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, 2015 December 31, 2014 Carrying Value Estimated Fair Value Carrying Estimated Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 10,377 $ 10,377 $ — $ — Derivative assets 753 753 35 35 Financial assets not measured at fair value: Cash and cash equivalents $ 105,039 $ 105,039 $ 171,439 $ 171,439 Restricted cash 33,135 33,135 29,646 29,646 Accounts receivable, net 13,370 13,370 12,382 12,382 Note receivable 8,098 9,157 to 10,120 8,098 10,295 to 11,378 Due from related party, net 371 371 541 541 Due from third-party hotel managers 10,722 10,722 5,504 5,504 Financial liabilities not measured at fair value: Indebtedness $ 840,232 $801,058 to $885,379 $ 765,230 $747,659 to $826,359 Accounts payable and accrued expenses 43,568 43,568 29,273 29,273 Dividends payable 3,439 3,439 1,425 1,425 Due to Ashford Trust OP, net 528 528 896 896 Due to Ashford Inc. 6,369 6,369 2,546 2,546 Due to third-party hotel managers 1,158 1,158 954 954 Cash, cash equivalents and restricted cash . These financial assets bear interest at market rates and have maturities of less than 90 days . The carrying values approximate fair value due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Accounts receivable, net, due from related party, net, accounts payable and accrued expenses, dividends payable, due to Ashford Trust OP, net, due to Ashford Inc. and due to/from third-party hotel managers . The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Note receivable . Fair value of the note receivable was determined by using similar loans with similar collateral. Since there is very little to no trading activity, we had to rely on our internal analysis of what we believe a willing buyer would pay for this note at December 31, 2015 and 2014 . We estimated the fair value of the note receivable to be approximately 13.1% to 25.0% higher than the carrying value of $8.1 million at December 31, 2015 , and approximately 27.1% to 40.5% higher than the carrying value of $8.1 million at December 31, 2014 . This is considered a Level 2 valuation technique. Investment in Ashford Inc. Fair value of the investment in Ashford Inc. is based on the quoted closing price on the balance sheet date. This is considered a Level 1 valuation technique. Derivative assets . Fair value of the interest rate derivatives are determined using the net present value of the expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair value of interest rate floors is determined by obtaining the last market bid prices from several counterparties for a similar investment as of the measurement date. The fair value of options on futures contracts is the last reported settlement price as of the measurement date. See notes 2, 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values. Indebtedness . Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. The current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied, and adjusted for the credit spreads. Credit spreads take into consideration general market conditions, maturity and collateral. We estimated the fair value of the total indebtedness to be approximately 95.3% to 105.4% of the carrying value of $840.2 million at December 31, 2015 , and approximately 97.7% to 108.0% of the carrying value of $765.2 million at December 31, 2014 . This is considered a Level 2 valuation technique. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at December 31, 2015 , escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 5% of gross revenues for capital improvements. Management Fees —Under management agreements for our hotel properties existing at December 31, 2015 , we pay a) monthly property management fees equal to the greater of $10,000 (CPI adjusted since 2003) or 3% of gross revenues, or in some cases 3% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) market service fees on approved capital improvements, including project management fees of up to 4% of project costs, for certain hotels, and c) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from December 31, 2023 through December 31, 2065, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term, liquidated damages or, in certain circumstances, we may substitute a new management agreement. Leases —We lease land under three non-cancelable operating ground leases, which expire in 2043, 2080 and 2055, related to our hotel properties in La Jolla, CA, Tampa, FL and Yountville, CA, respectively. The lease in Yountville, CA contains two 25 -year extension options. These leases are subject to base rent plus contingent rent based on the related property’s financial results and escalation clauses. For the years ended December 31, 2015 , 2014 , and 2013 , we recognized rent expense of $4.7 million , $3.5 million and $3.0 million , respectively, which included contingent rent of $1.8 million , $1.1 million and $729,000 , respectively. Rent expense is included in “other expenses” in the consolidated and combined consolidated statements of operations. Future minimum rentals due under non-cancelable leases are as follows for each of the years ending December 31, (in thousands): 2016 $ 3,339 2017 3,185 2018 3,114 2019 3,125 2020 3,154 Thereafter 97,368 Total $ 113,285 Capital Commitments —At December 31, 2015 , we had capital commitments of $5.7 million relating to general capital improvements that are expected to be paid in the next twelve months . Litigation —We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states and cities. Tax years 2012 through 2015 remain subject to potential examination by certain federal and state taxing authorities. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests in Operating Partnership | 12 Months Ended |
Dec. 31, 2015 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Ashford Prime OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (“common units”) and units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Beginning one year after issuance, each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, one share of our common stock. LTIP units, which are issued to certain officers and employees of Ashford LLC as compensation, have vesting periods of three years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed by the holder for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership. As of December 31, 2015 , we have issued a total of 365,000 LTIP units, all of which, other than approximately 3,000 units issued in March 2015 and 6,000 units issued May 2015, had reached full economic parity with, and are convertible into, the common units. During 2015 , 106,000 LTIP units vested. There were no forfeitures in 2015 . Expense of $1.4 million and $1.9 million was recognized for the years ended December 31, 2015 and 2014, of which approximately $1.3 million and $1.9 million associated with LTIP units issued to Ashford LLC’s employees is included in “Advisory services fee” and $101,000 and $49,000 associated with LTIP units issued to our independent directors is included in “Corporate general and administrative” expense in our consolidated statements of operations for the years ended December 31, 2015 and 2014. The fair value of the unrecognized cost of LTIP units, which was $1.9 million at December 31, 2015 , will be amortized over a period of 2.2 years . During the year ended December 31, 2015 , approximately 345,000 common units with an aggregate fair value of $5.9 million at redemption were redeemed by the holders and, at our election, we issued cash at an average price of $16.97 per unit to satisfy the redemption price. Excluding the Ashford Trust redemption of our OP common units discussed below, during the year ended December 31, 2015 , approximately 100,000 common units with an aggregate fair values of $1.6 million at redemption were redeemed by the holders and, at our election, we issued shares of our common stock to satisfy the redemption price. In 2014 , approximately 176,000 operating partnership units with a fair value of $3.1 million were redeemed for cash at an average price of $17.43 . Redeemable noncontrolling interests in Ashford Prime OP as of December 31, 2015 and 2014 , were $61.8 million and $149.6 million , respectively, which represented ownership of our operating partnerships of 12.75% and 25.88% , respectively. The carrying value of redeemable noncontrolling interests as of December 31, 2015 and 2014 , included adjustments of $12.5 million and $47.3 million , respectively, to reflect the excess of redemption value over the accumulated historical cost. For 2015 , 2014 and 2013, we allocated net loss of $393,000 , net income of $496,000 , and net loss of $7.1 million , to the redeemable noncontrolling interests, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $2.2 million , $1.8 million and $439,000 for the years ended December 31, 2015 , 2014 and 2013, respectively. These distributions are recorded as a reduction of redeemable noncontrolling interests in operating partnership. A summary of the activity of the common and LTIP units in our operating partnership is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Units outstanding at beginning of year 8,955 8,776 — Units issued in connection with spin-off — — 8,776 Units issued 10 355 — Units redeemed for shares of common stock (4,245 ) — — Units redeemed for cash of $5,856 in 2015 and $3,074 in 2014 (345 ) (176 ) — Units outstanding at end of year 4,375 8,955 8,776 Units convertible/redeemable at end of year 3,967 8,259 — Ashford Trust Distribution of Ashford Prime Common Stock and Ashford Prime OP Common Units —On July 13, 2015, Ashford Trust announced that its board of directors had declared the distribution (1) to its stockholders of approximately 4.1 million shares of common stock of Ashford Prime to be received by Ashford Trust upon redemption of Ashford Prime OP common units and (2) to the common unitholders of Ashford Hospitality Trust Limited Partnership of its remaining common units of Ashford Prime OP. The distribution occurred on July 27, 2015, to stockholders and common unitholders of record as of the close of business of the New York Stock Exchange on July 20, 2015. The distribution had an aggregate fair value of approximately $61.7 million at redemption. As a result of the distribution, Ashford Trust has no ownership interest in Ashford Prime. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | Equity Equity Offering —On June 9, 2015, we commenced a private placement of 200,000 shares of common stock at $15.52 per share for gross proceeds of $3.1 million . The offering closed on June 11, 2015. The net proceeds from the sale of the shares after discounts and offering expenses were approximately $3.1 million . On January 21, 2014, we commenced an underwritten public offering of 8.0 million shares of common stock at $16.50 per share for gross proceeds of $132.0 million . The offering closed on January 29, 2014. We granted the underwriters a 30 -day option to purchase up to an additional 1.2 million shares of common stock. On February 4, 2014, the underwriters fully exercised their option and purchased an additional 1.2 million shares of our common stock at a price of $16.50 per share. The net proceeds from the sale of the shares after underwriting discounts and offering expenses were approximately $143.9 million . Dividends —Common stock dividends declared for the years ended December 31, 2015 , 2014 and 2013 were $9.4 million , $5.0 million and $806,000 , respectively. Stock Repurchases —On October 27, 2014, our Board of Directors approved a share repurchase program under which the Company may purchase up to $100 million of the Company’s common stock from time to time. The repurchase program does not have an expiration date. The specific timing, manner, price, amount and other terms of the repurchases is at management’s discretion and depends on market conditions, corporate and regulatory requirements and other factors. The Company is not required to repurchase shares under the repurchase program, and may modify, suspend or terminate the repurchase program at any time for any reason. Under the repurchase program, we repurchased 471,064 shares of our common stock, for approximately $8.1 million , during the year ended December 31, 2015 . As of December 31, 2015 , we have purchased a cumulative 1.4 million shares of our common stock, for approximately $24.2 million , since the program’s inception on November 4, 2014. Noncontrolling Interests in Consolidated Entities —A partner had noncontrolling ownership interests of 25% in two hotel properties with a total carrying value of $(5.8) million and $(4.5) million , respectively, at December 31, 2015 and 2014 . Income from consolidated entities attributable to these noncontrolling interests was $2.4 million , $1.1 million and $934,000 for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Restricted Stock Awards — Under the 2013 Equity Incentive Plan, we are authorized to grant 2.1 million restricted shares of our common stock as incentive stock awards. At December 31, 2015 , 1.6 million shares were available for future issuance under the 2013 Equity Incentive Plan. A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2015 2014 2013 Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Outstanding at beginning of year 94 $ 18.11 84 $ 21.35 — $ — Restricted shares granted 45 16.50 64 15.45 16 21.35 Restricted shares issued in connection with spin-off — — — — 84 21.35 Restricted shares issued in connection with Ashford Trust’s distribution 60 14.90 — — — — Restricted shares vested (57 ) 18.66 (53 ) 19.91 (16 ) 21.35 Restricted shares forfeited (2 ) 17.50 (1 ) 21.35 — — Outstanding at end of year 140 $ 16.01 94 $ 18.11 84 $ 21.35 At December 31, 2015 , the outstanding restricted stock had vesting dates between January 2016 and June 2018. Stock-based compensation expense of $343,000 and $216,000 was recognized for the years ended December 31, 2015 and 2014, respectively, in connection with equity awards to employees of Ashford LLC and is included in “advisory services fee” on our consolidated statements of operations. Additionally, $153,000 , $ 197,000 and $ 342,000 of stock-based compensation expense was recognized for the years ended December 31, 2015 , 2014 and 2013, respectively, in connection with common stock issued to our independent directors, which vested immediately, and is included in “corporate general and administrative” expense on our consolidated statements of operations. The restricted stock which vested during 2015 had a fair value of $938,000 at the date of vesting. At December 31, 2015 , the outstanding restricted shares had a fair value of $2.0 million . At December 31, 2015 , the unamortized cost of the unvested shares of restricted stock was $692,000 which will be amortized over a period of 2.5 years . Performance Stock Units — On June 8, 2015, the compensation committee of the board of directors of the Company approved grants of PSUs to certain executive officers. The award agreements provide for the grant of a target number of 350,000 PSUs that will be settled in shares of common stock of the Company or common units of Ashford Prime OP, at the executive’s election, if and when the applicable vesting criteria have been achieved following the end of the performance and service period, which began on January 1, 2015 and ends on December 31, 2017. The target number of PSUs may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return, as determined by the Company’s Compensation Committee at the grant date. The performance criteria for the PSUs are based on market conditions under the relevant accounting literature, and the PSUs were granted to non-employees. At December 31, 2015, the outstanding PSUs had a fair value of $16.2 million . For the year ended December 31, 2015, $1.9 million of compensation expense was recognized and is included in “advisory services fee” on our consolidated statements of operations. As of December 31, 2015, we had unamortized compensation expense of $12.6 million related to PSUs which is expected to be recognized over a period of 2 years , subject to future mark to market adjustments. A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2015 PSUs Weighted Average Price at Grant Outstanding at beginning of year — $ — PSUs granted 350 18.40 PSUs vested — — PSUs forfeited — — Outstanding at end of year 350 $ 18.40 |
5.50% Series B Cumulative Conve
5.50% Series B Cumulative Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
5.50% Series B Cumulative Convertible Preferred Stock [Abstract] | |
5.50% Series B Cumulative Convertible Preferred Stock | 5.50% Series B Cumulative Convertible Preferred Stock On June 9, 2015, we entered into a purchase agreement for the sale of 2.6 million shares of our 5.50% Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) to a financial institution, which resold the Series A Preferred Stock to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) at an initial offering price of $25.00 per share, with an aggregate underwriting discount of $1.5 million (net purchase price of $24.4125 per share). The net proceeds from the offering of the Series A Preferred Stock after the underwriting discount and other expenses were $62.3 million . On December 4, 2015, we entered into an agreement to exchange the 5.50% Series A Preferred Stock, par value $0.01 per share for an equal number of shares of its 5.50% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”). The terms and conditions of the Series B Preferred Stock are substantially similar to the Series A Preferred Stock for which it is being exchanged, except that, in contemplation of a public offering of the Series B Preferred Stock either pursuant to the terms of the Series B Registration Rights Agreement or the Preemptive Rights Agreement, the Series B Preferred Stock contains certain customary anti-dilution provisions. Also in connection with the Exchange, the Company, together with Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Advisors LLC, entered into a registration rights agreement for the benefit of certain holders of the Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at any time, at the option of the holder, into a number of whole shares of common stock at an initial conversion price of $18.90 (which represents an initial conversion rate of 1.3228 shares of our common stock, subject to certain adjustments). The Series B Preferred Stock is also subject to conversion upon certain events constituting a change of control. Holders of the Series B Preferred Stock have no voting rights, subject to certain exceptions. Commencing June 11, 2016, the Company may, at its option, cause the Series B Preferred Stock to be converted in whole or in part, on a pro rata basis, into fully paid and nonassessable shares of the Company’s common stock at the conversion price, provided that the “Closing Bid Price” (as defined in the Articles Supplementary) of the Company’s common stock shall have equaled or exceeded 110% of the conversion price for the immediately preceding 45 consecutive trading days ending three days prior to the date of notice of conversion. In the event of such mandatory conversion, the Company shall pay holders of the Series B Preferred Stock any additional dividend payment to make the holder whole on dividends expected to be received through June 11, 2019, in an amount equal to the net present value, where the discount rate is the dividend rate on the Series B Preferred Stock, of the difference between (i) the annual dividend payments the holders of Series B Preferred Stock would have received in cash from the date of the mandatory conversion to June 11, 2019, and (ii) the common stock quarterly dividend payments the holders of Series B Preferred Stock would have received over the same time period had such holders held common stock. At December 31, 2015 , we had 2.6 million outstanding shares of Series B Preferred Stock. Due to certain redemption features that are not under our control, the Series B Preferred Stock is classified outside of permanent equity. The Series B Preferred Stock dividend for all issued and outstanding shares is set at $1.375 per annum per share. For the year ended December 31, 2015 , we declared total dividends of $2.0 million with respect to shares of Series A and Series B Preferred Stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For federal income tax purposes, we elected to be taxed as a REIT under the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational stipulations, including a requirement that we distribute at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. We currently intend to adhere to these requirements and maintain our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes as well as to federal income and excise taxes on our undistributed taxable income. At December 31, 2015 , eleven of our hotel properties were leased by Prime TRS and the Ritz-Carlton St. Thomas hotel was owned by our USVI TRS. Prime TRS recognized net book income before income taxes of $6.0 million , $6.6 million and $5.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. For periods prior to the spin-off, income tax expense was calculated on a “carve-out” basis from Ashford Trust. Income tax expense for the TRSs that operated the eight initial hotel properties was calculated on a separate stand-alone basis. For the period from January 1, 2013 through November 18, 2013, the results of operations of our initial six wholly-owned hotels were included in the consolidated tax returns in various jurisdictions of a TRS subsidiary of Ashford Trust. For the period from November 19, 2013 through December 31, 2013, the results of operations of our initial six wholly-owned hotels were included in the tax returns in various jurisdictions by Ashford Prime’s wholly-owned TRS. Income tax expense for the TRSs that lease the two hotels owned by the other consolidated partnership and the District of Columbia tax on the partnership has been included in the accompanying combined consolidated financial statements at the same amounts included in Ashford Trust’s consolidated financial statements for the period from January 1, 2013 through November 18, 2013. The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2015 2014 2013 Income tax expense at federal statutory income tax rate of 35% $ (1,727 ) $ (2,299 ) $ (1,838 ) State income tax expense, net of federal income tax benefit (117 ) (279 ) (164 ) State and local income tax expense on pass-through entity subsidiaries (86 ) (56 ) (161 ) Gross receipts and margin taxes (170 ) (193 ) (177 ) Other (40 ) (2 ) (65 ) Valuation allowance 1,877 1,732 62 Total income tax expense $ (263 ) $ (1,097 ) $ (2,343 ) The components of income tax expense are as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ (1,067 ) $ (824 ) $ (2,043 ) State (252 ) (315 ) (504 ) Foreign (37 ) — — Total current (1,356 ) (1,139 ) (2,547 ) Deferred: Federal 953 76 178 State 140 (34 ) 26 Foreign — — — Total deferred 1,093 42 204 Total income tax expense $ (263 ) $ (1,097 ) $ (2,343 ) For the years ended December 31, 2015 , 2014 and 2013 , income tax expense included interest and penalties paid to taxing authorities of $0 , $3,000 and $0 , respectively. At December 31, 2015 and 2014 , we determined that there were no amounts to accrue for interest and penalties due to taxing authorities. At December 31, 2015 and 2014 , our net deferred tax asset, included in “other assets”, and net deferred tax liability, included in “accounts payable and accrued expenses”, respectively, on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2015 2014 Deferred tax assets: Tax intangibles basis greater than book basis $ 1,214 $ 17 Allowance for doubtful accounts 20 19 Unearned income 108 134 Unfavorable management contract liability 63 126 Federal and state net operating losses 22,672 1,978 Other 8 — Accrued expenses 256 743 Tax property basis greater than book basis 4,429 1,575 Prepaid expenses (1,158 ) (1,156 ) Net deferred tax asset 27,612 3,436 Valuation allowance (27,022 ) (3,939 ) Net deferred tax asset (liability) 590 (503 ) At December 31, 2015 and 2014 , we recorded a valuation allowance of $27.0 million and $3.9 million , respectively, to partially reserve the deferred tax assets of our TRSs. After evaluating positive and negative evidence, including the generation of taxable income during the year ended December 31, 2015, and the carry back potential of certain deferred tax assets, we determined that it is more likely than not that Ashford Prime’s wholly-owned domestic TRS will utilize a portion of its deferred tax assets. As a result, in the year ending December 31, 2015, the valuation allowance decreased by $1.9 million and the related tax effect is included in the non-cash deferred benefit of $1.1 million for the year ended December 31, 2015. Primarily as a result of the limitation imposed by the Internal Revenue Code on the utilization of net operating losses of acquired subsidiaries and the history of losses of our USVI TRS, we believe it is more likely than not that $27.0 million of our deferred tax assets will not be realized, and therefore, have provided a valuation allowance to reserve against the balances. The cumulative combined consolidated losses for the period from January 1, 2013 through November 18, 2013 were determined on a “carve out” basis from Ashford Trust. The cumulative combined consolidated losses through December 31, 2013 also included the consolidated loss for Ashford Prime for the period from November 19, 2013 through December 31, 2013. For tax purposes, the Company’s activities related to our initial six hotels were included in the federal, state and local income tax return filings for Ashford Trust and its subsidiaries through November 18, 2013. Net operating losses for Ashford Trust and its subsidiaries during 2013 were not able to be carried back. Accordingly, the tax accounts for the Company have been determined, assuming that net operating losses and other tax attributes cannot be carried back. At December 31, 2015 , the TRSs had net operating loss carryforwards for federal income tax purposes of $62.2 million that are available to offset future taxable income, if any, through 2023 and 2027, respectively. The $62.2 million of net operating loss carryforwards is attributable to acquired subsidiaries and is subject to substantial limitation on its use. The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2015 2014 2013 Balance at beginning of year $ 3,939 $ 3,920 $ 2,202 Additions 25,043 1,945 1,867 Deductions (1,960 ) (1,926 ) (149 ) Balance at end of year $ 27,022 $ 3,939 $ 3,920 The USVI TRS operates under a tax holiday in the U.S. Virgin Islands, which is effective through December 31, 2018, and may be extended if certain additional requirements are satisfied. The tax holiday is conditional upon our meeting certain employment and investment thresholds. The impact of this tax holiday decreased foreign taxes by $332,000 for 2015. The benefit of the tax holiday on net loss per share was $0.01 for 2015. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ (6,712 ) $ 1,939 $ (11,782 ) Less: Dividends on preferred stocks (1,986 ) — — Less: Dividends on common stock (9,282 ) (5,013 ) (802 ) Less: Dividends on unvested performance stock units (105 ) — — Less: Dividends on unvested restricted shares (41 ) (18 ) (4 ) Undistributed net loss allocated to common stockholders (18,126 ) (3,092 ) (12,588 ) Add back: Dividends on common stock 9,282 5,013 802 Distributed and undistributed net income (loss)—basic $ (8,844 ) $ 1,921 $ (11,786 ) Net income attributable to redeemable noncontrolling interests in operating partnership — 496 — Distributed and undistributed net income (loss)—diluted $ (8,844 ) $ 2,417 $ (11,786 ) Weighted average common shares outstanding: Weighted average common shares outstanding — basic 25,888 24,473 16,045 Effect of assumed conversion of operating partnership units — 8,852 — Weighted average common shares outstanding — diluted 25,888 33,325 16,045 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ (0.34 ) $ 0.08 $ (0.73 ) Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ (0.34 ) $ 0.07 $ (0.73 ) 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, 2015 2014 2013 Net income (loss) allocated to common stockholders is not adjusted for: Income allocated to unvested restricted shares $ 41 $ 18 $ 4 Income allocated to unvested performance stock units 105 — — Loss attributable to redeemable noncontrolling interests in operating partnership (393 ) — (7,080 ) Dividends to Series B Preferred Stock 1,986 — — Total $ 1,739 $ 18 $ (3,080 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 51 57 84 Effect of unvested performance stock units 52 — — Effect of assumed conversion of operating partnership units 6,642 — 8,776 Effect of assumed conversion of Series B Preferred Stock 1,909 — — Total 8,654 57 8,860 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotels through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of December 31, 2015 and 2014 , all of our hotel properties were in the U.S. and its territories. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We have management agreements with Remington Lodging, a related party, which is owned by our Chairman and Chief Executive Officer and Ashford Trust’s Chairman Emeritus. Under the agreements, we pay the related party a) monthly property management fees equal to the greater of $10,000 (CPI adjusted since 2003) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria are met, b) project management fees of up to 4% of project costs, c) market service fees including purchasing, design and construction management not to exceed 16.5% of project budget cumulatively, including project management fees, and d) other general and administrative expense reimbursements, approved by our independent directors, including accounting services. This related party allocates such charges to us based on various methodologies, including headcount and actual amounts incurred. At December 31, 2015 , Remington Lodging managed two of our twelve hotels and we incurred the following fees related to the management agreements with the related party (in thousands): Year Ended December 31, 2015 2014 2013 Property management fees, including incentive property management fees $ 1,313 $ 747 $ — Market service and project management fees 1,645 1,126 2,118 Corporate general and administrative expenses 98 50 — Total $ 3,056 $ 1,923 $ 2,118 Management agreements with Remington Lodging include exclusivity clauses that require us to engage Remington Lodging, unless our independent directors either (i) unanimously vote to hire a different manager or developer or (ii) by a majority vote elect not to engage Remington because either special circumstances exist such that it would be in our best interest not to engage Remington, or, based on Remington’s prior performance, it is believed that another manager or developer could perform the management, development or other duties materially better. In connection with our spin-off, we entered into an advisory agreement with Ashford LLC, which was a subsidiary of Ashford Trust until November 12, 2014, when it spun off and became a subsidiary of Ashford Inc. Ashford LLC acts as our advisor, and as a result, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a quarterly base fee equal to 0.70% per annum of our total market capitalization (which is defined to include the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt)), subject to a minimum quarterly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. We are also required to pay Ashford LLC an incentive fee that is based on our total return performance as compared to our peer group as well as to reimburse Ashford LLC for certain reimbursable overhead and internal audit, insurance claims advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC 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. On June 10, 2015, the independent directors of the Company approved an amended and restated advisory agreement with Ashford LLC, effective as of June 10, 2015. The amendments, among other things: permit the Company to engage an asset manager other than Ashford LLC with respect to any new properties acquired by the Company, if the Company and Ashford LLC determine that such property would be uneconomic to the Company without incentives; shorten the initial term of the advisory agreement to ten years ; extend the renewal terms to five years ; provide for key money investments by Ashford LLC to facilitate the Company’s acquisition of properties under certain conditions, including Ashford LLC becoming the asset manager for the acquired property and receiving related asset management and other fees, as applicable; adjust the base fee payable to Ashford LLC to a declining sliding scale percentage of total market capitalization of the Company above $6.0 billion ; clarify the calculation of the termination fee; allow Ashford LLC to terminate the Advisory Agreement upon a Company Change of Control (as defined in the advisory agreement) and require the Company to pay a termination fee to Ashford LLC upon such termination; and grant Ashford LLC repurchase rights with respect to its shares held by the Company upon any termination of the advisory agreement. In connection with the agreement between Ashford Inc. and Remington Holdings to combine, on September 17, 2015, we entered into a letter agreement with Ashford Inc. approved by the independent directors of the Company to clarify that for purposes of determining the termination fee under the advisory agreement, Ashford LLC’s earnings shall exclude earnings arising under the master management agreement under which Remington Lodging may manage any of our hotels. For the period from January 1, 2014 to November 11, 2014, we incurred advisory services fees to Ashford Trust. Beginning November 12, 2014, we incurred advisory services fees to Ashford Inc. The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2015 2014 2013 Advisory services fee Base advisory fee $ 8,648 $ 8,739 $ 878 Reimbursable expenses (1) 1,827 1,690 53 Equity-based compensation (2) 3,592 2,105 116 Incentive management fee 3,822 — — Total advisory services fee $ 17,889 $ 12,534 $ 1,047 ________ (1) Reimbursable fees include overhead, internal audit, insurance claims advisory and asset management services. (2) Equity-based compensation is associated with equity grants of Ashford Prime’s common stock and Long-Term Incentive Plan (“LTIP”) units awarded to officers and employees of Ashford LLC. At December 31, 2015 , the balance in due to Ashford Trust OP, net, which is associated with reimbursable expenses, was $528,000 . At December 31, 2014 , the balance in due to Ashford Trust OP, net, which was associated with the advisory services fee discussed above, was $896,000 . At December 31, 2015 and December 31, 2014 , the balance in due to Ashford Inc., which is associated with the advisory services fee, was $6.4 million and $2.5 million , respectively. On July 31, 2015, we entered into a block trade with an unaffiliated third party pursuant to a sale arrangement between the Company, Ashford Inc. and Ashford Trust. The block trade included the purchase from the third party of approximately 175,000 shares of Ashford Inc. common stock at a price of $95.00 per share, which approximated the 120 -day volume weighted average price, for a total cost of approximately $16.6 million . The sale arrangement and block trade were evaluated and approved by the independent members of our board of directors. The block trade purchase price and other terms of the sale arrangement were the result of negotiations with the third party, and the board of directors received a fairness opinion from an independent financial advisor that the price paid for the Ashford Inc. shares by the Company was fair to the Company. We did not receive any concessions or economic benefits from Ashford Inc. pertaining to our current contractual arrangements with Ashford Inc. in connection with this block trade. The block trade settled on August 4, 2015, and the loss resulting from the block trade is recorded within “unrealized loss on investment in Ashford Inc.” in our consolidated statement of operations for the year ended December 31, 2015. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Our investments are all concentrated within the hotel industry. Our investment strategy is to invest primarily in luxury, upper-upscale and upscale hotels in gateway and resort locations with RevPAR at least twice the national average. All of our hotels are located within the U.S. and its territories with two located in Seattle, WA, comprising 15% of total hotel revenue. During 2015 , five of our hotels generated revenues in excess of 10% of total hotel revenue amounting to 60% of total hotel revenue. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and amounts due or payable under our derivative contracts. Our counterparties to our derivative contracts are investment grade financial institutions. |
Selected Financial Quarterly Da
Selected Financial Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Financial Quarterly Data (Unaudited) | Selected Financial Quarterly Data (Unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2015 and 2014 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2015 Total revenue $ 77,789 $ 92,837 $ 90,759 $ 88,160 $ 349,545 Total operating expenses 69,530 73,763 77,503 82,773 303,569 Operating income 8,259 19,074 13,256 5,387 45,976 Net income (loss) (425 ) 9,124 (7,282 ) (6,108 ) (4,691 ) Net income (loss) attributable to the Company (206 ) 6,724 (6,840 ) (6,390 ) (6,712 ) Net income (loss) attributable to common stockholders (206 ) 6,526 (7,735 ) (7,283 ) (8,698 ) Diluted income (loss) attributable to common stockholders per share $ (0.01 ) $ 0.27 $ (0.29 ) $ (0.26 ) $ (0.34 ) (1 ) Weighted average diluted common shares 24,070 24,773 27,162 28,331 25,888 2014 Total revenue $ 61,806 $ 83,967 $ 84,784 $ 76,751 $ 307,308 Total operating expenses 57,031 69,153 70,086 67,288 263,558 Operating income 4,775 14,814 14,698 9,463 43,750 Net income (loss) (4,451 ) 4,525 4,389 (925 ) 3,538 Net income (loss) attributable to the Company (2,878 ) 3,497 3,372 (2,052 ) 1,939 Diluted income (loss) attributable to common stockholders per share $ (0.13 ) $ 0.14 $ 0.13 $ (0.08 ) $ 0.07 (1 ) Weighted average diluted common shares 22,308 34,396 34,429 24,954 33,325 (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2015 and 2014 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 1, 2016, Prime GP, as general partner of Ashford Prime OP, entered into the Second Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Prime Limited Partnership (the “Amended Partnership Agreement”). The Amended Partnership Agreement broadens in various ways the rights of the general partner. As consideration for the limited partners of Ashford Prime OP to approve the Amended Partnership Agreement, we agreed to create and provide qualified limited partners the opportunity to purchase shares of Series C Preferred Stock of the Company (the “Series C Preferred Stock”). Limited partners of Ashford Prime OP may purchase one share of Series C Preferred Stock for each share of our common stock that the Ashford Prime OP units held by such limited partners may be converted into. Limited partners of Ashford Prime OP that elect to purchase shares of Series C Preferred Stock are required to pay the applicable subscription price of $0.01 per share of Series C Preferred Stock and deliver to us an executed subscription agreement in the form provided by us. Holders of shares of the Series C Preferred Stock are not entitled to receive any regular or special dividends or other distributions from us, nor are they entitled to participate in our earnings or assets. If any unit holder of Ashford Prime OP decides to redeem or otherwise dispose of or cease to hold its Ashford Prime OP units or Ashford Prime OP decides to exercise its rights to repurchase or forfeit any LTIP units, shares of the Series C Preferred Stock are automatically redeemed in accordance with the terms set forth in the Amended Partnership Agreement. The Series C Preferred Stock is not convertible into or exchangeable for any of our other property or securities. Holders of Series C Preferred Stock are entitled to one ( 1 ) vote for each share of Series C Preferred Stock held by such holder on each matter submitted to a vote of our stockholders upon which holders of our common stock are entitled to vote, whether at a meeting of stockholders or by written consent, and the holders of Series C Preferred Stock and the holders of common stock vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation upon which holders of common stock are entitled to vote, whether at a meeting of stockholders or by written consent. Collectively, limited partners of Ashford Prime OP hold Partnership Units representing approximately 13.3% of Ashford Prime's outstanding common stock on a fully-diluted, as-converted basis. As of March 11, 2016, there were approximately 4.375 million Partnership Units issued and outstanding. No shares of series C Preferred Stock was outstanding as of March 11, 2016. Accordingly, current holders of the Partnership Units have the opportunity to purchase up to approximately 4.375 million shares of Series C Preferred Stock. On February 3, 2016, Sessa filed an action (the “Maryland Action”) in the Circuit Court for Baltimore City, Maryland, captioned Sessa Capital (Master) L.P. v. Bennett, et al. , Case No. 24-C-16-000557 (Baltimore City Cir. Ct. 2016), against Ashford Prime, the members of the Ashford Prime board of directors, Ashford LLC and Ashford Inc. The Maryland Action generally alleged that the directors of Ashford Prime breached their fiduciary duties in connection with the June 2015 amendments to the Company’s advisory agreement with Ashford LLC. The Maryland Action also alleged that Ashford Inc. aided and abetted those breaches of fiduciary duties. On February 29, 2016, the Company filed a motion to dismiss the Maryland Action. On March 14, 2016, Sessa dismissed the Maryland Action. On February 25, 2016, Ashford Prime filed a lawsuit (the “Texas Federal Action”) in the United States District Court for the Northern District of Texas, captioned Ashford Hospitality Prime, Inc. v. Sessa Capital (Master), L.P., et al. , No. 16-cv-00527 (N.D. Texas 2016) (DCG), against Sessa and its proposed director nominees John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The Texas Federal Action generally alleges that the defendants violated federal securities laws because Sessa’s proxy materials contain numerous false claims, material misrepresentations and omissions relating to, among other things, the proposed nominees, the financial risks associated Sessa’s efforts to gain control of the board control and Sessa’s plans and strategy for the Company and its assets. Among other remedies, the Texas Federal Action seeks to enjoin Sessa from proceeding with its proxy contest. The outcome of this action is pending. On March 8, 2016, Ashford Prime filed a lawsuit (the “Texas State Action”) in the District Court of Dallas County, Texas, captioned Ashford Hospital Prime, Inc. v. Sessa Capital (Master) L.P., et al. , Cause No. DC-16-02738, against Sessa and its proposed director nominees John E. Petry, Philip B. Livingston, Lawrence A. Cunningham, Daniel B. Silvers and Chris D. Wheeler. The Texas State Action generally alleges that Sessa’s purported notice of proposed nominees for election to the Ashford Prime board of directors is invalid due to numerous failures by the defendants to comply with material provisions in the Company’s bylaws. Among other things, the Texas State Action seeks a declaratory judgment confirming the inability of Sessa’s proposed director nominees to stand for election at the 2016 annual meeting of stockholders. The outcome of this action is pending. On March 14, 2016, Sessa filed counterclaims in the Texas Federal Action. These counterclaims include substantially the same claims as previously asserted by Sessa in the Maryland Action, and also allege that the directors of Ashford Prime breached their fiduciary duties in connection with the approval of the Series C Preferred Stock for issuance and the February 2016 amendments to the Amended Partnership Agreement (as defined below). Among other things, Sessa seeks an injunction prohibiting (i) the issuance of shares of Series C Preferred Stock and (ii) the Company from paying a termination fee in the event that stockholders elect new directors constituting a majority of the board. Additionally, on March 14, 2016, Sessa filed a notice to remove the Texas State Action from state court to the U.S. District Court for the Northern District of Texas. The Company intends to vigorously defend against Sessa’s counterclaims in the Texas Federal Action. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2015 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III ASHFORD HOSPITALITY PRIME, INC. AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2015 (in thousands) Column A Column B Column C Column D Column E Column F Column G Column H Column I Initial Cost Costs Capitalized Since Acquisition Gross Carrying Amount At Close of Period Hotel Property Location Encumbrances Land FF&E, Buildings and improvements Land FF&E, Buildings and improvements Land FF&E, Buildings and improvements Total Accumulated Depreciation Construction Date Acquisition Date Income Statement Hilton Washington, D.C. $ 127,057 $ 45,720 $ 106,245 $ — $ 28,030 $ 45,720 $ 134,275 $ 179,995 $ 38,114 — 04/2007 (1),(2),(3) Hilton La Jolla, CA 68,302 — 114,614 — 19,699 — 134,313 134,313 36,624 — 04/2007 (1),(2),(3) Marriott Seattle, WA 129,491 31,888 112,176 — 5,698 31,888 117,874 149,762 28,143 — 04/2007 (1),(2),(3) Marriott Plano, TX 75,928 2,725 93,044 — 10,132 2,725 103,176 105,901 25,734 — 04/2007 (1),(2),(3) Courtyard by Marriott Philadelphia, PA 41,479 9,814 94,029 — 19,967 9,814 113,996 123,810 29,953 — 04/2007 (1),(2),(3) Courtyard by Marriott Seattle, WA 56,975 17,194 46,711 — 5,505 17,194 52,216 69,410 13,201 — 04/2007 (1),(2),(3) Courtyard by Marriott San Francisco, CA 65,399 22,653 72,731 — 2,723 22,653 75,454 98,107 17,504 — 04/2007 (1),(2),(3) Pier House Resort Key West, FL 70,000 59,731 33,011 — 2,594 59,731 35,605 95,336 4,379 — 03/2014 (1),(2),(3) Sofitel Chicago Water Tower Chicago, IL 80,000 12,631 140,369 — 1,134 12,631 141,503 154,134 11,478 — 02/2014 (1),(2),(3) Renaissance Tampa, FL 43,601 — 69,179 — 9,239 — 78,418 78,418 17,792 — 04/2007 (1),(2),(3) Bardessono Yountville, CA 40,000 — 64,184 — (1,749 ) — 62,435 62,435 1,106 — 07/2015 (1),(2),(3),(4) Ritz-Carlton St. Thomas, USVI 42,000 25,264 38,736 — — 25,264 38,736 64,000 114 — 12/2015 (1),(2),(3) Total $ 840,232 $ 227,620 $ 985,029 $ — $ 102,972 $ 227,620 $ 1,088,001 $ 1,315,621 $ 224,142 __________________ (1) Estimated useful life for buildings is 39 years . (2) Estimated useful life for building improvements is 7.5 years . (3) Estimated useful life for furniture and fixtures is 1.5 to 5 years . (4) Amount includes transfer of FF&E to Ashford Inc. in return for the key money consideration. Year Ended December 31, 2015 2014 2013 Investment in Real Estate: Beginning balance $ 1,179,345 $ 925,507 $ 920,968 Additions 146,828 265,484 24,119 Write-offs (8,609 ) (11,646 ) (19,580 ) Sales/Disposals (1,943 ) — — Ending balance 1,315,621 1,179,345 925,507 Accumulated Depreciation: Beginning balance 189,042 160,181 149,032 Depreciation expense 43,780 40,507 30,729 Write-offs (8,609 ) (11,646 ) (19,580 ) Sales/Disposals (71 ) — — Ending balance 224,142 189,042 160,181 Investment in Real Estate, net $ 1,091,479 $ 990,303 $ 765,326 |
Significant Accounting Polici32
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Combination and Consolidation | Basis of Presentation and Principles of Combination and Consolidation —The accompanying consolidated and combined consolidated financial statements include the accounts of Ashford Hospitality Prime, Inc., its majority-owned subsidiaries and its majority-owned consolidated entity in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated and combined consolidated entities have been eliminated in these consolidated and combined consolidated financial statements. Ashford Prime OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A 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, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Prime OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Prime OP General Partner LLC, its general partner. As such, we consolidate Ashford Prime OP. The following items affect reporting comparability of our historical consolidated financial statements: • On February 24, 2014, we acquired the Sofitel Chicago Water Tower and on March 1, 2014, we acquired the Pier House Resort. The operating results of these hotels are included in our results of operations as of their respective acquisition dates. • On July 9, 2015, we acquired the Bardessono Hotel and Spa (“Bardessono Hotel”) and on December 15, 2015, we acquired the Ritz-Carlton St. Thomas, USVI (“Ritz-Carlton St. Thomas”). The operating results of these hotels are included in our results of operations as of their acquisition dates. |
Use of Estimates | Use of Estimates —The preparation of these consolidated and combined consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. |
Restricted Cash | Restricted Cash —Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment replacements of approximately 4% to 5% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. For purposes of the statements of cash flows, changes in restricted cash caused by using such funds for debt service, real estate taxes, and insurance are shown as operating activities. Changes in restricted cash caused by using such funds for furniture, fixtures, and equipment replacements are included in cash flows from investing activities. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed 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. |
Inventories | Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. |
Investments in Hotel Properties, net | Investments in Hotel Properties, net —Hotel properties are generally stated at cost. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions which extend the useful life of the hotel properties are capitalized. |
Impairment of Investment in Hotel Properties | Impairment of Investments in Hotel Properties —Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel 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 hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, 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. During 2015 , 2014 and 2013 , we have not recorded any impairment charges. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity —We hold an investment in an unconsolidated entity, the AIM Real Estate Hedged Equity (U.S.) Fund, L.P. (the “REHE Fund”), in which we have an ownership interest of 45.3% that is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entity’s net income/loss. We review the investment in unconsolidated entity for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. If our analysis indicates that the investment’s estimated fair value is less than the carrying amount, we record an impairment in equity in earnings (loss) in unconsolidated entity. No such impairment was recorded in the year ended December 31, 2015 . We also hold approximately 195,000 shares of Ashford Inc. common stock, which represented an approximately 9.7% ownership interest in Ashford Inc. and had a fair value of $10.4 million at December 31, 2015 . This investment would typically be accounted for under the equity method of accounting, under ASC 323-10 - Investments - Equity Method and Joint Ventures since we exercise significant influence. However, we have elected to record our investment in Ashford Inc. using the fair value option under ASC 825-10 - Fair Value Option - Financial Assets and Financial Liabilities . Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE, as defined by authoritative accounting guidance, 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, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis, and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. |
Marketable Securities | Marketable Securities —Prior to our investment in REHE Fund we held marketable securities. Marketable securities included U.S. treasury bills, publicly traded equity securities and put and call options on certain publicly traded equity securities. All of our investments in marketable securities were recorded at fair value. Put and call options were considered derivatives. The fair value of these investments was determined based on the closing price as of the balance sheet date. The cost of securities sold was determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains and losses, and costs of investment, is reported as a component of “other income.” |
Deferred Costs, net | Deferred Costs, net —As discussed below, we elected to early adopt ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) to simplify the presentation of debt issuance costs. This change in accounting principle was adopted in the fourth quarter and applied retrospectively. Debt issuance costs are reflected as a direct reduction to the related debt obligation rather than as an asset on our consolidated balance sheets. Additionally, we applied the guidance in ASU 2015-15 Interest-Imputation of Interest (Subtopic 835-30) : Presentation and Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), and as a result debt issuance costs associated with our secured revolving credit facility will continue to be presented as an asset on our consolidated balance sheets. Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Deferred franchise fees are amortized on a straight-line basis over the terms of the related franchise agreements. This change in accounting principle is reflected in notes 6 and 8. |
Intangible Assets and Intangible Liabilities | Intangible Assets and Intangible Liabilities —Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight-line method over the remaining terms of the respective lease contracts. See note 7. |
Derivative Instruments | Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include interest rate caps and floors. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. These derivatives are subject to master netting settlement arrangements. As the derivatives are subject to master netting settlement arrangements, we report derivatives with the same counterparty net on the consolidated balance sheets. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three-month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives, and options on futures contracts are reported as “derivative assets” in the consolidated balance sheets. Interest rate derivatives and futures, changes in fair value are recognized in earnings as “unrealized loss on derivatives” in the consolidated statements of operations. |
Due to/from Related Party, net | Due to/from Related Party, net —Due to/from related party, net, represents current receivables related to advances for project management services and payables resulting from transactions related to hotel management, project management and market services with a related party. These receivables and payables are generally settled within a period not exceeding one year . |
Due to/from Ashford Trust OP, net | Due to/from Ashford Trust OP, net —Due to/from Ashford Trust OP, net, represents payables and receivables related to reimbursable expenses as of December 31, 2015. As of December 31, 2014, these payables also included the advisory services fee for the period when Ashford LLC was a subsidiary of Ashford Trust. These receivables and payables are generally settled within a period not exceeding one year . |
Due to Ashford Inc. | Due to Ashford Inc. —Due to Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses, for the periods following Ashford Inc.’s spin-off from Ashford Trust. These payables are generally settled within a period not exceeding one year . |
Due to/from Third-Party Hotel Managers | Due to/from Third-Party Hotel Managers —Due from third-party hotel managers primarily consists of amounts due from Marriott related to cash reserves held at the Marriott corporate level related to operating, real estate taxes, and other items. Due to/from third-party hotel managers represents current receivables and payables resulting from transactions related to hotel management. |
Unfavorable Management Contract Liabilities | Unfavorable Management Contract Liabilities —A management agreement assumed by Ashford Trust in an acquisition of a hotel in 2007 had terms that were more favorable to the respective manager than typical market management agreements at the acquisition date. As a result, Ashford Trust recorded an unfavorable management contract liability of $1.5 million based on the present value of expected cash outflows over the initial term of the related agreement. The unfavorable management contract liability, with an unamortized balance of $158,000 and $316,000 as of December 31, 2015 and 2014 , respectively, is amortized as a reduction to incentive management fees on a straight-line basis of $158,000 per year over the initial term of the related agreement which runs through December 31, 2016. |
Noncontrolling Interests | Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of the consolidated balance sheets as these redeemable operating units do not meet the requirements for equity classification prescribed by the authoritative accounting guidance because these redeemable operating units may be redeemed by the holder. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in a consolidated entity represents an ownership interest of 25% in two hotel properties at December 31, 2015 and 2014 , and is reported in equity in the consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. |
Revenue Recognition | Revenue Recognition —Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. |
Other Expenses | Other Expenses —Other expenses include telephone charges, guest laundry, valet parking, and hotel-level general and administrative expenses, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. |
Advertising Costs | Advertising Costs —Advertising costs are charged to expense as incurred. For 2015 , 2014 and 2013 , we incurred advertising costs of $2.3 million , $1.9 million and $645,000 , respectively. Advertising costs are included in “Other expenses” in the accompanying consolidated and combined consolidated statements of operations. |
Equity-Based Compensation | Equity-Based Compensation —Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant. |
Corporate General and Administrative Expense | Corporate General and Administrative Expense —Corporate general and administrative expenses are expensed as incurred. Prior to the spin-off, corporate general and administrative expense represented an allocation of certain Ashford Trust corporate general and administrative costs including salaries and benefits, stock-based compensation, legal and professional fees, rent expense, insurance expense and office expenses. The costs were allocated based on the pro rata share of our undepreciated gross investments in hotel properties in relation to Ashford Trust’s undepreciated gross investments in hotel properties for all indirect costs. All direct costs associated with the operations of the eight initial hotel properties are included in the consolidated and combined consolidated financial statements. |
Depreciation and Amortization | Depreciation and Amortization —Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. 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 hotel sales. |
Income Taxes | Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Prime TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Prime TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. The entities that own eleven of our twelve hotels are considered partnerships for federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. The partnerships’ revenues and expenses pass through to and are taxed on the owners. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia, Texas, and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the twelve hotels are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be taxable REIT subsidiaries of Ashford Prime. The entities that operate the two hotels owned by a consolidated partnership elected to be treated as taxable REIT subsidiaries (“TRS”) of Ashford Trust in April 2007, when the partnership was acquired by Ashford Trust. As a result of Ashford Trust’s distribution of its remaining common units of Ashford Prime OP and shares of common stock of Ashford Prime on July 27, 2015, the Prime TRSs revoked their elections to be taxable REIT subsidiaries of Ashford Trust effective July 29, 2015. The Prime TRSs remain taxable REIT subsidiaries of Ashford Prime. Prior to the spin-off, income tax expense in the accompanying combined consolidated financial statements was calculated on a “carve out” basis from Ashford Trust. The “Income Taxes” Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2012 through 2015 remain subject to potential examination by certain federal and state taxing authorities. |
Income (Loss) Per Share | Income (Loss) Per Share —For periods prior to the spin-off, basic loss per share was calculated by dividing net loss attributable to the Company by the 16.0 million shares of common stock outstanding upon the completion of the distribution (based on a distribution ratio of one share of Ashford Prime common stock for every five shares of Ashford Trust common stock), including 16,000 shares for initial grants to the five independent members of our board of directors and excluding 84,000 unvested restricted shares. In 2013, diluted loss per share was calculated using the 16.0 million shares of common stock outstanding upon the completion of the distribution. An additional 8.9 million shares that includes 84,000 unvested restricted shares and the assumed conversion of 8.8 million Ashford Prime OP units, which are comprised of 5.0 million units held by Ashford Trust representing Ashford Trust’s retained ownership interest in Ashford Prime OP and 3.8 million units of Ashford Prime OP received by Ashford Trust unitholders in the spin-off were excluded from the diluted loss per share calculation as the effect would have been anti-dilutive. For periods after the spin-off, 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. |
Reclassifications And Correction of Immaterial Errors | Reclassifications And Correction of Immaterial Errors —During the year ended December 31, 2014, the Company repurchased a total of 928,000 shares of its common stock for a total cost of $16.1 million . The Company has historically presented share repurchases as treasury stock (thereby reducing stockholders’ equity) in the consolidated balance sheets and consolidated statements of equity. However, the Company is incorporated in Maryland and under Maryland law, there is no concept of treasury stock. Therefore, shares repurchased should be considered retired and constitute authorized but unissued shares rather than treasury stock as previously presented. As a result, during the year ended December 31, 2015, the Company has corrected the classification error and amounts previously reported as treasury stock of $16.1 million at December 31, 2014, are presented as a reduction to common stock and additional paid-in capital and an increase to accumulated deficit in the consolidated balance sheet and consolidated statement of equity. In addition, the number of shares previously disclosed as issued have been reduced by the number of shares repurchased of approximately 929,000 at December 31, 2014. This change does not affect consolidated assets, consolidated liabilities, consolidated total equity, the consolidated statement of operations, the consolidated statement of comprehensive income (loss), the consolidated statement of cash flows (excluding the change of descriptions from issuances and purchases of treasury stock to common stock), or earnings per share computations. As discussed above, we elected to early adopt ASU 2015-03 to simplify the presentation of debt issuance costs. This change in accounting principle was adopted in the fourth quarter of 2015 and applied retrospectively. Debt issuance costs are reflected as a direct reduction to the related debt obligation rather than as an asset on our consolidated balance sheets. Additionally, we applied the guidance in ASU 2015-15, and as a result debt issuance costs associated with our secured revolving credit facility will continue to be presented as an asset on our consolidated balance sheets. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards — In April 2014, the FASB issued accounting guidance that revises the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results, removing the lack of continuing involvement criteria and requiring discontinued operations reporting for the disposal of an equity method investment that meets the definition of discontinued operations. The update also requires expanded disclosures for discontinued operations, including disclosure of pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The new accounting guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014. We adopted this accounting guidance on January 1, 2015. The adoption of this accounting guidance affects the presentation of our results of operations to the extent that the operations of disposed hotel properties are included in continuing operations. In April 2015, the FASB issued ASU 2015-03. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those fiscal years, and is to be applied retrospectively. Early adoption permitted. We have elected to early adopt this standard as of December 31, 2015, as such debt issuance costs are now presented as a direct reduction to indebtedness on our consolidated balance sheets. Adoption of this standard did not have any impact on our financial position, results of operations or cash flows. In August 2015, the FASB issued ASU 2015-15 t o amend SEC paragraphs of the FASB Accounting Standards Codification pursuant to an SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting. The guidance in ASU 2015-03, described above, does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance was effective immediately and did not have any impact on our financial position, results of operations or cash flows. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), as part of its Simplification Initiative to provide guidance on management’s responsibility to adjust provisional amounts recognized in a business combination and to provide related disclosure requirements. The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 applies to all entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and has an adjustment to provisional amounts recognized during the measurement period. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. We have elected to early adopt this standard effective December 31, 2015, the adoption of this standard did not have an impact on our financial position, results of operations or cash flows. Recently Issued Accounting Standards — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , which defers the effective date to fiscal periods beginning after December 15, 2017. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern. ASU 2014-15 also requires certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). The ASU amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are evaluating the effect that ASU 2015-02 will have on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures. |
Investment in Hotel Propertie33
Investment in Hotel Properties, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of investments in hotel properties | Investments in hotel properties, net consisted of the following (in thousands): December 31, 2015 2014 Land $ 227,620 $ 202,356 Buildings and improvements 1,017,086 918,809 Furniture, fixtures and equipment 68,529 56,623 Construction in progress 2,386 1,557 Total cost 1,315,621 1,179,345 Accumulated depreciation (224,142 ) (189,042 ) Investments in hotel properties, net $ 1,091,479 $ 990,303 |
Preliminary estimated fair value of acquisition | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): Land $ — Buildings and improvements 58,798 Furniture, fixtures, and equipment (1) 5,386 64,184 Intangible asset 20,816 Net other assets and liabilities (3,207 ) __________________ (1) Includes $2.0 million of furniture, fixture and equipment transferred to Ashford Inc. for key money consideration. The following table summarizes the preliminary fair value of the assets acquired in the acquisition (in thousands): Land $ 25,264 Buildings and improvements 34,853 Furniture, fixtures, and equipment 3,883 64,000 Net other assets and liabilities (1,317 ) |
Pro forma information | The following table reflects the unaudited pro forma results of operations as if the acquisitions had occurred and the applicable indebtedness was incurred on January 1, 2013, and the removal of $538,000 of non-recurring transaction costs directly attributable to the acquisitions for the years ended December 31, 2015, 2014 and 2013 (in thousands): Year Ended December 31, 2015 2014 2013 Total revenue $ 406,749 $ 368,723 $ 292,013 Net income (loss) (3,545 ) 1,462 (21,240 ) |
Investment in Unconsolidated 34
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
AIM REHE Fund [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Condensed Balance Sheet | The following tables summarize the condensed balance sheet as of December 31, 2015 , and the condensed statement of operations for the year ended December 31, 2015 , of the REHE Fund (in thousands): AIM Real Estate Hedged Equity (U.S.) Fund, LP Condensed Balance Sheet December 31, 2015 Total assets $ 106,792 Total liabilities — Partners’ capital 106,792 Total liabilities and partners’ capital $ 106,792 Our ownership interest in the REHE Fund $ 48,365 |
Condensed Statement of Operations | AIM Real Estate Hedged Equity (U.S.) Fund, LP Condensed Statement of Operations Year Ended December 31, 2015 Total investment income $ 1,266 Net expenses (273 ) Net investment income 993 Net unrealized loss on investments (2,308 ) Net realized gain on investments (5,103 ) Net loss attributable to the REHE Fund $ (6,418 ) Our equity in loss of the REHE Fund $ (2,927 ) |
Ashford Inc. [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Condensed Balance Sheet | The following tables summarize the condensed balance sheet as of December 31, 2015 , and the condensed statement of operations for the year ended December 31, 2015 , of Ashford Inc. (in thousands): Ashford Inc. Condensed Balance Sheet December 31, 2015 Total assets $ 166,991 Total liabilities 30,115 Redeemable noncontrolling interests in Ashford LLC 240 Total stockholders’ equity of Ashford Inc. 32,165 Noncontrolling interests in consolidated entities 104,471 Total equity 136,636 Total liabilities and equity $ 166,991 Our investment in Ashford Inc., at fair value $ 10,377 |
Condensed Statement of Operations | Ashford Inc. Condensed Statement of Operations Year Ended December 31, 2015 Total revenue $ 58,981 Total operating expenses (60,332 ) Operating loss (1,351 ) Unrealized loss on investment in unconsolidated entity (2,141 ) Unrealized loss on investments (2,490 ) Realized loss on investments (5,110 ) Other 1,114 Income tax expense (2,066 ) Net loss (12,044 ) Loss from consolidated entities attributable to noncontrolling interests 10,852 Net loss attributable to redeemable noncontrolling interests in Ashford LLC 2 Net loss attributable to Ashford Inc. $ (1,190 ) Our unrealized loss on investment in Ashford Inc. $ (7,609 ) |
Deferred Costs, net (Tables)
Deferred Costs, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, net | Deferred costs, net consisted of the following (in thousands): December 31, 2015 2014 Deferred loan costs $ 2,122 $ 1,897 Accumulated amortization (1,367 ) (693 ) Deferred costs, net $ 755 $ 1,204 |
Intangible Assets, net and In36
Intangible Assets, net and Intangible Liabilities, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, net and Intangible Liabilities, net [Abstract] | |
Schedule of Intangible Assets, net and Intangible Liabilities, net | Intangible assets, net and intangible liability, net consisted of the following (in thousands): Intangible Assets, net Intangible Liability, net December 31, December 31, 2015 2014 2015 2014 Cost $ 24,050 $ 3,233 $ 4,179 $ 4,179 Accumulated amortization (890 ) (691 ) (497 ) (440 ) $ 23,160 $ 2,542 $ 3,682 $ 3,739 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands): Intangible Assets Intangible Liabilities 2016 $ 320 $ 57 2017 320 57 2018 320 57 2019 320 57 2020 320 57 Thereafter 21,560 3,397 Total $ 23,160 $ 3,682 |
Below Market Lease, Future Amortization Income | Estimated future amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands): Intangible Assets Intangible Liabilities 2016 $ 320 $ 57 2017 320 57 2018 320 57 2019 320 57 2020 320 57 Thereafter 21,560 3,397 Total $ 23,160 $ 3,682 |
Indebtedness, net (Tables)
Indebtedness, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness and the carrying values of related collateral were as follows (in thousands): December 31, 2015 December 31, 2014 Indebtedness Collateral Maturity Interest Rate Debt Balance Book Value of Collateral Debt Book Value of Mortgage loan 1 hotel September 2015 LIBOR (1) +4.90% $ — $ — $ 69,000 $ 92,702 Mortgage loan (3) 1 hotel March 2016 LIBOR (1) +2.30% 80,000 142,656 80,000 148,206 Secured revolving credit facility (4) Various November 2016 Base Rate (2) + 1.25% to 2.75% or LIBOR (1) +2.25% to 3.75% — — — — Mortgage loan (5) 1 hotel March 2017 LIBOR (1) +2.25% 70,000 90,957 — — Mortgage loan (6) 1 hotel April 2017 5.91% 33,381 93,856 33,860 98,613 Mortgage loan 2 hotels April 2017 5.95% 122,374 136,812 124,111 139,584 Mortgage loan 3 hotels April 2017 5.95% 249,020 262,411 252,556 264,817 Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 40,000 61,329 — — Mortgage loan (5) 1 hotel December 2017 LIBOR (1) + 4.95% 42,000 63,886 — — TIF loan (6) (7) 1 hotel June 2018 12.85% 8,098 — 8,098 — Mortgage loan 2 hotels November 2019 LIBOR (1) +2.65% 195,359 239,572 197,605 246,381 $ 840,232 $ 1,091,479 $ 765,230 $ 990,303 Deferred loan costs, net (4,640 ) — (3,503 ) $ — Total $ 835,592 $ 1,091,479 $ 761,727 $ 990,303 __________________ (1) LIBOR rates were 0.430% and 0.171% at December 31, 2015 and 2014 , respectively. (2) Base Rate, as defined in our secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5% . (3) This loan has three one -year extension options, subject to satisfaction of certain conditions, of which the first was exercised in March 2016. (4) Our borrowing capacity under our secured revolving credit facility is $150.0 million . We have an option, subject to lender approval, to further increase the borrowing capacity to an aggregate of $300.0 million . We may use up to $15.0 million for standby letters of credit. The secured revolving credit facility has two one -year extension options subject to advance notice, satisfaction of certain conditions and a 0.25% extension fee. (5) This loan has three one -year extension options, subject to satisfaction of certain conditions. (6) These loans are collateralized by the same property. (7) The interest expense from the TIF loan is offset against interest income recorded on the note receivable of the same amount. See note 4. |
Schedule of Maturities of Long-term Debt | Maturities and scheduled amortization of indebtedness as of December 31, 2015 for each of the following five years and thereafter are as follows (in thousands): 2016 $ 88,646 2017 564,541 2018 187,045 2019 — 2020 — Thereafter — Total $ 840,232 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
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 the measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Total December 31, 2015 Assets Derivative assets: Interest rate derivatives - non-hedge $ — $ 636 $ 636 (1) Options on futures contracts 117 — 117 (1) 117 636 753 Non-derivative assets: Investment in Ashford Inc. 10,377 — 10,377 Total 10,494 636 11,130 Significant Other Observable Inputs (Level 2) Total December 31, 2014 Assets Derivative assets: Interest rate derivatives - non-hedge $ 35 $ 35 (1) __________________ (1) Reported as “derivative assets” in the consolidated balance sheets. |
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations | The following table summarizes the effect of fair value measured assets and liabilities on the consolidated and combined consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2015 2014 2013 Assets Derivative assets: Interest rate derivatives - non-hedge $ (3,057 ) $ (111 ) $ (36 ) Equity put options (1,017 ) — — Equity call options 23 — — Options on futures contracts (195 ) — — Non-derivative assets: Investment in Ashford Inc. (7,609 ) — — Equity - American Depositary Receipt (75 ) — — Equity securities 560 — — U.S. treasury securities 53 — — Total (11,317 ) (111 ) (36 ) Liabilities Derivative liabilities: Short equity put options 680 — — Short equity call options 844 — — Net $ (9,793 ) $ (111 ) $ (36 ) Total combined Interest rate derivatives and options on futures contracts $ (3,252 ) (1) $ (111 ) (1) $ (36 ) (1) Unrealized loss on investment in Ashford Inc. (7,609 ) (2) — — Realized gain on marketable securities 1,068 (3) — — Net $ (9,793 ) $ (111 ) $ (36 ) __________________ (1) Reported as “unrealized loss on derivatives” in the consolidated and combined consolidated statements of operations. (2) Reported as “unrealized loss investment in Ashford Inc.” in the consolidated statement of operations. (3) Reported as “other income” in the consolidated statement of operations. |
Summary of Fair Value of Fina39
Summary of Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Carrying Amounts And Estimated Fair Values Of Financial Instruments Not Measured At Fair Value | The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): December 31, 2015 December 31, 2014 Carrying Value Estimated Fair Value Carrying Estimated Financial assets and liabilities measured at fair value: Investment in Ashford Inc. $ 10,377 $ 10,377 $ — $ — Derivative assets 753 753 35 35 Financial assets not measured at fair value: Cash and cash equivalents $ 105,039 $ 105,039 $ 171,439 $ 171,439 Restricted cash 33,135 33,135 29,646 29,646 Accounts receivable, net 13,370 13,370 12,382 12,382 Note receivable 8,098 9,157 to 10,120 8,098 10,295 to 11,378 Due from related party, net 371 371 541 541 Due from third-party hotel managers 10,722 10,722 5,504 5,504 Financial liabilities not measured at fair value: Indebtedness $ 840,232 $801,058 to $885,379 $ 765,230 $747,659 to $826,359 Accounts payable and accrued expenses 43,568 43,568 29,273 29,273 Dividends payable 3,439 3,439 1,425 1,425 Due to Ashford Trust OP, net 528 528 896 896 Due to Ashford Inc. 6,369 6,369 2,546 2,546 Due to third-party hotel managers 1,158 1,158 954 954 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rentals due under non-cancelable leases | Future minimum rentals due under non-cancelable leases are as follows for each of the years ending December 31, (in thousands): 2016 $ 3,339 2017 3,185 2018 3,114 2019 3,125 2020 3,154 Thereafter 97,368 Total $ 113,285 |
Redeemable Noncontrolling Int41
Redeemable Noncontrolling Interests in Operating Partnership (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | |
Summary of the activity of the operating partnership units | A summary of the activity of the common and LTIP units in our operating partnership is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Units outstanding at beginning of year 8,955 8,776 — Units issued in connection with spin-off — — 8,776 Units issued 10 355 — Units redeemed for shares of common stock (4,245 ) — — Units redeemed for cash of $5,856 in 2015 and $3,074 in 2014 (345 ) (176 ) — Units outstanding at end of year 4,375 8,955 8,776 Units convertible/redeemable at end of year 3,967 8,259 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Activity | A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2015 2014 2013 Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Restricted Shares Weighted Average Price at Grant Outstanding at beginning of year 94 $ 18.11 84 $ 21.35 — $ — Restricted shares granted 45 16.50 64 15.45 16 21.35 Restricted shares issued in connection with spin-off — — — — 84 21.35 Restricted shares issued in connection with Ashford Trust’s distribution 60 14.90 — — — — Restricted shares vested (57 ) 18.66 (53 ) 19.91 (16 ) 21.35 Restricted shares forfeited (2 ) 17.50 (1 ) 21.35 — — Outstanding at end of year 140 $ 16.01 94 $ 18.11 84 $ 21.35 |
Summary of PSUs Activity | A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2015 PSUs Weighted Average Price at Grant Outstanding at beginning of year — $ — PSUs granted 350 18.40 PSUs vested — — PSUs forfeited — — Outstanding at end of year 350 $ 18.40 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2015 2014 2013 Income tax expense at federal statutory income tax rate of 35% $ (1,727 ) $ (2,299 ) $ (1,838 ) State income tax expense, net of federal income tax benefit (117 ) (279 ) (164 ) State and local income tax expense on pass-through entity subsidiaries (86 ) (56 ) (161 ) Gross receipts and margin taxes (170 ) (193 ) (177 ) Other (40 ) (2 ) (65 ) Valuation allowance 1,877 1,732 62 Total income tax expense $ (263 ) $ (1,097 ) $ (2,343 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ (1,067 ) $ (824 ) $ (2,043 ) State (252 ) (315 ) (504 ) Foreign (37 ) — — Total current (1,356 ) (1,139 ) (2,547 ) Deferred: Federal 953 76 178 State 140 (34 ) 26 Foreign — — — Total deferred 1,093 42 204 Total income tax expense $ (263 ) $ (1,097 ) $ (2,343 ) |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2015 and 2014 , our net deferred tax asset, included in “other assets”, and net deferred tax liability, included in “accounts payable and accrued expenses”, respectively, on the consolidated balance sheets, consisted of the following (in thousands): December 31, 2015 2014 Deferred tax assets: Tax intangibles basis greater than book basis $ 1,214 $ 17 Allowance for doubtful accounts 20 19 Unearned income 108 134 Unfavorable management contract liability 63 126 Federal and state net operating losses 22,672 1,978 Other 8 — Accrued expenses 256 743 Tax property basis greater than book basis 4,429 1,575 Prepaid expenses (1,158 ) (1,156 ) Net deferred tax asset 27,612 3,436 Valuation allowance (27,022 ) (3,939 ) Net deferred tax asset (liability) 590 (503 ) |
Summary of Valuation Allowance | The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2015 2014 2013 Balance at beginning of year $ 3,939 $ 3,920 $ 2,202 Additions 25,043 1,945 1,867 Deductions (1,960 ) (1,926 ) (149 ) Balance at end of year $ 27,022 $ 3,939 $ 3,920 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Summary of amounts used in calculating basic and diluted 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, 2015 2014 2013 Net income (loss) attributable to common stockholders—Basic and diluted: Net income (loss) attributable to the Company $ (6,712 ) $ 1,939 $ (11,782 ) Less: Dividends on preferred stocks (1,986 ) — — Less: Dividends on common stock (9,282 ) (5,013 ) (802 ) Less: Dividends on unvested performance stock units (105 ) — — Less: Dividends on unvested restricted shares (41 ) (18 ) (4 ) Undistributed net loss allocated to common stockholders (18,126 ) (3,092 ) (12,588 ) Add back: Dividends on common stock 9,282 5,013 802 Distributed and undistributed net income (loss)—basic $ (8,844 ) $ 1,921 $ (11,786 ) Net income attributable to redeemable noncontrolling interests in operating partnership — 496 — Distributed and undistributed net income (loss)—diluted $ (8,844 ) $ 2,417 $ (11,786 ) Weighted average common shares outstanding: Weighted average common shares outstanding — basic 25,888 24,473 16,045 Effect of assumed conversion of operating partnership units — 8,852 — Weighted average common shares outstanding — diluted 25,888 33,325 16,045 Income (loss) per share—basic: Net income (loss) allocated to common stockholders per share $ (0.34 ) $ 0.08 $ (0.73 ) Income (loss) per share—diluted: Net income (loss) allocated to common stockholders per share $ (0.34 ) $ 0.07 $ (0.73 ) |
Summary of computation of diluted income 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, 2015 2014 2013 Net income (loss) allocated to common stockholders is not adjusted for: Income allocated to unvested restricted shares $ 41 $ 18 $ 4 Income allocated to unvested performance stock units 105 — — Loss attributable to redeemable noncontrolling interests in operating partnership (393 ) — (7,080 ) Dividends to Series B Preferred Stock 1,986 — — Total $ 1,739 $ 18 $ (3,080 ) Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 51 57 84 Effect of unvested performance stock units 52 — — Effect of assumed conversion of operating partnership units 6,642 — 8,776 Effect of assumed conversion of Series B Preferred Stock 1,909 — — Total 8,654 57 8,860 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of fees related to the management agreements with the related party | For the period from January 1, 2014 to November 11, 2014, we incurred advisory services fees to Ashford Trust. Beginning November 12, 2014, we incurred advisory services fees to Ashford Inc. The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2015 2014 2013 Advisory services fee Base advisory fee $ 8,648 $ 8,739 $ 878 Reimbursable expenses (1) 1,827 1,690 53 Equity-based compensation (2) 3,592 2,105 116 Incentive management fee 3,822 — — Total advisory services fee $ 17,889 $ 12,534 $ 1,047 At December 31, 2015 , Remington Lodging managed two of our twelve hotels and we incurred the following fees related to the management agreements with the related party (in thousands): Year Ended December 31, 2015 2014 2013 Property management fees, including incentive property management fees $ 1,313 $ 747 $ — Market service and project management fees 1,645 1,126 2,118 Corporate general and administrative expenses 98 50 — Total $ 3,056 $ 1,923 $ 2,118 |
Selected Financial Quarterly 46
Selected Financial Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of the quarterly results of operations | The following is a summary of the quarterly results of operations for the years ended December 31, 2015 and 2014 (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2015 Total revenue $ 77,789 $ 92,837 $ 90,759 $ 88,160 $ 349,545 Total operating expenses 69,530 73,763 77,503 82,773 303,569 Operating income 8,259 19,074 13,256 5,387 45,976 Net income (loss) (425 ) 9,124 (7,282 ) (6,108 ) (4,691 ) Net income (loss) attributable to the Company (206 ) 6,724 (6,840 ) (6,390 ) (6,712 ) Net income (loss) attributable to common stockholders (206 ) 6,526 (7,735 ) (7,283 ) (8,698 ) Diluted income (loss) attributable to common stockholders per share $ (0.01 ) $ 0.27 $ (0.29 ) $ (0.26 ) $ (0.34 ) (1 ) Weighted average diluted common shares 24,070 24,773 27,162 28,331 25,888 2014 Total revenue $ 61,806 $ 83,967 $ 84,784 $ 76,751 $ 307,308 Total operating expenses 57,031 69,153 70,086 67,288 263,558 Operating income 4,775 14,814 14,698 9,463 43,750 Net income (loss) (4,451 ) 4,525 4,389 (925 ) 3,538 Net income (loss) attributable to the Company (2,878 ) 3,497 3,372 (2,052 ) 1,939 Diluted income (loss) attributable to common stockholders per share $ (0.13 ) $ 0.14 $ 0.13 $ (0.08 ) $ 0.07 (1 ) Weighted average diluted common shares 22,308 34,396 34,429 24,954 33,325 (1) The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2015 and 2014 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods. |
Organization and Description 47
Organization and Description of Business (Details) $ in Millions | Sep. 17, 2015 | Dec. 31, 2015hotelstate | Jul. 27, 2015shares | Dec. 31, 2013hotel | Nov. 19, 2013USD ($)hotelshares | Nov. 18, 2013hotel | Jun. 17, 2013hotelroom | Dec. 31, 2012hotel |
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 12 | |||||||
Number of rooms | 3,952 | 3,146 | ||||||
Number of rooms, net | 3,717 | 2,912 | ||||||
Number of shares of subsidiary received for every five shares of common stock of parent company | shares | 1 | |||||||
Number of shares transferred by Parent Company for every one share of common stock of subsidiary | shares | 5 | |||||||
Number of hotel properties managed by third party | 2 | |||||||
Number of states in which entity operates | state | 6 | |||||||
US Virgin Islands Taxable REIT Subsidiary [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 1 | |||||||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 11 | |||||||
Wholly Owned Properties [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 10 | 6 | 6 | 6 | 8 | |||
Leased by Ashford Prime Wholly-Owned Taxable REIT Subsidiary [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 9 | |||||||
Majority Owned Properties [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 2 | 2 | ||||||
Consolidated Properties [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 2 | |||||||
Portfolio Spin-Off [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Number of hotel properties | 8 | 8 | ||||||
Transaction costs | $ | $ 13.6 | |||||||
Remington Lodging [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Limited partner interest | 80.00% | |||||||
Ashford Hospitality Trust, Inc. [Member] | Ashford Hospitality Prime, Inc. [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Ownership percentage | 80.00% | |||||||
Ashford Hospitality Trust, Inc. [Member] | ||||||||
Organization and Description of Business [Line Items] | ||||||||
Distribution of Shares | shares | 4,100,000 | |||||||
Interest in operating partnership | 0.00% |
Significant Accounting Polici48
Significant Accounting Policies (Details) | 11 Months Ended | 12 Months Ended | ||||||
Nov. 19, 2013hotelmembershares | Dec. 31, 2015USD ($)hotelshares | Dec. 31, 2014USD ($)hotelshares | Dec. 31, 2013USD ($)shares | Jul. 31, 2015shares | Jun. 01, 2015 | Jun. 17, 2013hotel | Dec. 31, 2007USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||
Number of hotel properties | hotel | 12 | |||||||
Maturity period of cash and cash equivalents | 3 months | |||||||
Investment in Ashford Inc., at fair value | $ | $ 10,377,000 | $ 0 | ||||||
Period for settlement due to and from affiliates maximum | 1 year | |||||||
Unfavorable management contract liabilities | $ | $ 158,000 | $ 316,000 | $ 1,500,000 | |||||
Unfavorable management contract liabilities, amortization per year | $ | $ 158,000 | |||||||
Noncontrolling interest percent | 25.00% | 25.00% | ||||||
Advertising costs | $ | $ 2,300,000 | $ 1,900,000 | $ 645,000 | |||||
Weighted average common shares outstanding – basic (in shares) | 16,000,000 | 25,888,000 | 24,473,000 | 16,045,000 | ||||
Number of shares of subsidiary received for every five shares of common stock of parent company | 1 | |||||||
Number of shares transferred by Parent Company for every one share of common stock of subsidiary | 5 | |||||||
Number of members | member | 5 | |||||||
Antidilutive securities excluded (in shares) | 8,900,000 | 8,654,000 | 57,000 | 8,860,000 | ||||
Reclassifications And Correction of Immaterial Errors [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stock repurchased (in shares) | 928,000 | |||||||
Stock repurchased | $ | $ 16,100,000 | |||||||
Reclassifications And Correction of Immaterial Errors [Member] | Scenario, Previously Reported [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Treasury stock | $ | $ 16,100,000 | |||||||
Treasury stock (in shares) | 929,000 | |||||||
Restricted Stock [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Vested (in shares) | 16,000 | 57,000 | 53,000 | 16,000 | ||||
AIM REHE Fund [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Ownership percentage | 45.30% | 45.30% | ||||||
Equity method investment impairment | $ | $ 0 | |||||||
Ashford Inc. [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of shares owned (in shares) | 195,000 | 175,000 | ||||||
Ownership percentage in investment | 9.70% | |||||||
Portfolio Spin-Off [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of hotel properties | hotel | 8 | 8 | ||||||
Building and Building Improvements [Member] | Minimum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 7 years 6 months | |||||||
Building and Building Improvements [Member] | Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 39 years | |||||||
Furniture, Fixtures, and Equipment [Member] | Minimum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 1 year 6 months | |||||||
Furniture, Fixtures, and Equipment [Member] | Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 5 years | |||||||
Consolidated Properties [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of hotel properties | hotel | 2 | |||||||
Partially Owned Properties [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of hotel properties | hotel | 2 | 2 | ||||||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of hotel properties | hotel | 11 | |||||||
Unvested Restricted Shares [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded (in shares) | 84,000 | |||||||
Operating Partnership Units [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded (in shares) | 8,800,000 | 6,642,000 | 0 | 8,776,000 | ||||
Operating Partnership Units [Member] | Ashford Hospitality Trust, Inc. [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded (in shares) | 5,000,000 | |||||||
Operating Partnership Units [Member] | Ashford Trust Operating Partnership Unit Holders [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded (in shares) | 3,800,000 | |||||||
Restricted Stock [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded (in shares) | 84,000 | 51,000 | 57,000 | 84,000 | ||||
Restricted Cash [Member] | Minimum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 4.00% | |||||||
Restricted Cash [Member] | Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 5.00% |
Investment in Hotel Propertie49
Investment in Hotel Properties, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 227,620 | $ 202,356 | |
Buildings and improvements | 1,017,086 | 918,809 | |
Furniture, fixtures, and equipment | 68,529 | 56,623 | |
Construction in progress | 2,386 | 1,557 | |
Total cost | 1,315,621 | 1,179,345 | |
Accumulated depreciation | (224,142) | (189,042) | |
Investments in hotel properties, net | 1,091,479 | 990,303 | |
Cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes | 1,100,000 | 954,200 | |
Depreciation | $ 43,600 | $ 40,500 | $ 30,700 |
Investment in Hotel Propertie50
Investment in Hotel Properties, net - Acquisitions (Details) - USD ($) $ in Thousands | Dec. 15, 2015 | Jul. 10, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 23, 2015 | Sep. 14, 2015 | Jul. 09, 2015 |
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 538 | |||||||||||||||
Preliminary estimated fair value of acquisition | ||||||||||||||||
Revenues | $ 88,160 | $ 90,759 | $ 92,837 | $ 77,789 | $ 76,751 | $ 84,784 | $ 83,967 | $ 61,806 | 349,545 | $ 307,308 | $ 233,496 | |||||
Net income (loss) attributable to the Company | (6,390) | $ (6,840) | $ 6,724 | $ (206) | (2,052) | $ 3,372 | $ 3,497 | $ (2,878) | (6,712) | 1,939 | (11,782) | |||||
Investment in unconsolidated entity | $ 48,365 | $ 0 | 48,365 | 0 | ||||||||||||
Pro forma information | ||||||||||||||||
Total revenue | 406,749 | 368,723 | 292,013 | |||||||||||||
Net income (loss) | (3,545) | $ 1,462 | $ (21,240) | |||||||||||||
Ashford Inc. [Member] | ||||||||||||||||
Preliminary estimated fair value of acquisition | ||||||||||||||||
Equity method investments (in shares) | 19,897 | |||||||||||||||
Investment Owned, Percent of Net Assets | 1.00% | |||||||||||||||
Investment in unconsolidated entity | $ 1,800 | |||||||||||||||
Equity Method Investment, Quoted Market Value | $ 1,600 | |||||||||||||||
Cash [Member] | ||||||||||||||||
Preliminary estimated fair value of acquisition | ||||||||||||||||
Key Money | $ 206 | |||||||||||||||
St. Thomas, USVI Ritz-Carlton [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Voting interests acquired | 100.00% | |||||||||||||||
Consideration transferred | $ 64,000 | |||||||||||||||
Face amount of debt | 42,000 | |||||||||||||||
Preliminary estimated fair value of acquisition | ||||||||||||||||
Land | 25,264 | |||||||||||||||
Buildings and improvements | 34,853 | |||||||||||||||
Furniture, fixtures, and equipment | 3,883 | |||||||||||||||
Property, plant, and equipment | 64,000 | |||||||||||||||
Indebtedness | $ (1,317) | |||||||||||||||
Revenues | 3,900 | |||||||||||||||
Net income (loss) attributable to the Company | 1,000 | |||||||||||||||
Bardessono Hotel and Spa [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Voting interests acquired | 100.00% | |||||||||||||||
Face amount of debt | $ 40,000 | |||||||||||||||
Preliminary estimated fair value of acquisition | ||||||||||||||||
Land | $ 0 | |||||||||||||||
Buildings and improvements | 58,798 | |||||||||||||||
Furniture, fixtures, and equipment | 5,386 | |||||||||||||||
Property, plant, and equipment | 64,184 | |||||||||||||||
Intangible asset | 20,816 | |||||||||||||||
Net other assets and liabilities | (3,207) | |||||||||||||||
Revenues | 9,700 | |||||||||||||||
Net income (loss) attributable to the Company | 1,400 | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 85,000 | |||||||||||||||
Key Money | 2,000 | |||||||||||||||
Term of Previous Closing Prices to Determine Value | 10 days | |||||||||||||||
Sale Leaseback Transaction, Historical Cost | 1,900 | |||||||||||||||
Term of lease | 5 years | |||||||||||||||
Prepaid Rent | 302 | |||||||||||||||
Lease Expense Related to Prepaid Rent | 18 | |||||||||||||||
Lease rent expense | $ 99 | |||||||||||||||
Bardessono Hotel and Spa [Member] | Ashford Inc. [Member] | ||||||||||||||||
Preliminary estimated fair value of acquisition | ||||||||||||||||
Furniture, fixtures, and equipment | $ 2,000 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Note receivable | $ 8,098 | $ 8,098 |
Philadelphia Note [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Note receivable | $ 8,100 | $ 8,100 |
Interest rate | 12.85% | 12.85% |
Investment in Unconsolidated 52
Investment in Unconsolidated Entity (Details) - USD ($) | Jul. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 04, 2015 | Jul. 09, 2015 | Jun. 01, 2015 | Dec. 31, 2012 |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Total assets | $ 1,352,750,000 | $ 1,226,005,000 | $ 1,352,750,000 | $ 1,226,005,000 | ||||||||||||
Total liabilities | 895,675,000 | 802,007,000 | 895,675,000 | 802,007,000 | ||||||||||||
Redeemable noncontrolling interests in operating partnership | 61,781,000 | 149,555,000 | 61,781,000 | 149,555,000 | ||||||||||||
Total stockholders' equity of Ashford Inc. | 338,859,000 | 278,904,000 | 338,859,000 | 278,904,000 | ||||||||||||
Noncontrolling interest in consolidated entity | (5,813,000) | (4,461,000) | (5,813,000) | (4,461,000) | ||||||||||||
Total equity | 333,046,000 | 274,443,000 | 333,046,000 | 274,443,000 | $ 143,401,000 | $ 252,378,000 | ||||||||||
Total liabilities and equity | 1,352,750,000 | 1,226,005,000 | 1,352,750,000 | 1,226,005,000 | ||||||||||||
Investment in Ashford Inc., at fair value | 10,377,000 | 0 | 10,377,000 | 0 | ||||||||||||
Our ownership interest in the REHE Fund | 48,365,000 | 0 | 48,365,000 | 0 | ||||||||||||
Total revenue | 88,160,000 | $ 90,759,000 | $ 92,837,000 | $ 77,789,000 | 76,751,000 | $ 84,784,000 | $ 83,967,000 | $ 61,806,000 | 349,545,000 | 307,308,000 | 233,496,000 | |||||
Total operating expenses | (82,773,000) | (77,503,000) | (73,763,000) | (69,530,000) | (67,288,000) | (70,086,000) | (69,153,000) | (57,031,000) | (303,569,000) | (263,558,000) | (214,086,000) | |||||
Operating income | 5,387,000 | 13,256,000 | 19,074,000 | 8,259,000 | 9,463,000 | 14,698,000 | 14,814,000 | 4,775,000 | 45,976,000 | 43,750,000 | 19,410,000 | |||||
Income tax expense | (263,000) | (1,097,000) | (2,343,000) | |||||||||||||
Net income (loss) | (4,691,000) | 3,538,000 | (17,928,000) | |||||||||||||
Net income (loss) attributable to the Company | (6,390,000) | $ (6,840,000) | $ 6,724,000 | $ (206,000) | $ (2,052,000) | $ 3,372,000 | $ 3,497,000 | $ (2,878,000) | (6,712,000) | 1,939,000 | (11,782,000) | |||||
Our equity in earnings (loss) of the unconsolidated entity | (2,927,000) | $ 0 | $ 0 | |||||||||||||
Unfunded commitments | $ 0 | $ 0 | ||||||||||||||
Ashford Inc. [Member] | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Our ownership interest in the REHE Fund | $ 1,800,000 | |||||||||||||||
Equity method investments (in shares) | 19,897 | |||||||||||||||
AIM REHE Fund [Member] | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Ownership percentage | 45.30% | 45.30% | 45.30% | |||||||||||||
Total assets | $ 106,792,000 | $ 106,792,000 | ||||||||||||||
Total liabilities | 0 | 0 | ||||||||||||||
Partners’ capital | 106,792,000 | 106,792,000 | ||||||||||||||
Total liabilities and equity | $ 106,792,000 | 106,792,000 | ||||||||||||||
Total investment income | 1,266,000 | |||||||||||||||
Net expenses | (273,000) | |||||||||||||||
Net investment income | 993,000 | |||||||||||||||
Unrealized loss on investments | (2,308,000) | |||||||||||||||
Realized gain on investments | (5,103,000) | |||||||||||||||
Net income (loss) | (6,418,000) | |||||||||||||||
Our equity in earnings (loss) of the unconsolidated entity | $ (2,927,000) | |||||||||||||||
Ashford Inc. [Member] | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Ownership percentage in investment | 9.70% | 9.70% | ||||||||||||||
Purchase price per share | $ 95 | |||||||||||||||
Term of Volume Weighted Average Share Price | 120 days | |||||||||||||||
Total assets | $ 166,991,000 | $ 166,991,000 | ||||||||||||||
Total liabilities | 30,115,000 | 30,115,000 | ||||||||||||||
Redeemable noncontrolling interests in operating partnership | 240,000 | 240,000 | ||||||||||||||
Total stockholders' equity of Ashford Inc. | 32,165,000 | 32,165,000 | ||||||||||||||
Noncontrolling interest in consolidated entity | 104,471,000 | 104,471,000 | ||||||||||||||
Total equity | 136,636,000 | 136,636,000 | ||||||||||||||
Total liabilities and equity | $ 166,991,000 | 166,991,000 | ||||||||||||||
Total revenue | 58,981,000 | |||||||||||||||
Total operating expenses | (60,332,000) | |||||||||||||||
Operating income | (1,351,000) | |||||||||||||||
Equity in loss of unconsolidated entities | (2,141,000) | |||||||||||||||
Unrealized loss on investments | (2,490,000) | |||||||||||||||
Realized gain on investments | (5,110,000) | |||||||||||||||
Other | 1,114,000 | |||||||||||||||
Income tax expense | (2,066,000) | |||||||||||||||
Net income (loss) | (12,044,000) | |||||||||||||||
Loss from consolidated entities attributable to noncontrolling interests | 10,852,000 | |||||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in Ashford LLC | 2,000 | |||||||||||||||
Net income (loss) attributable to the Company | (1,190,000) | |||||||||||||||
Our equity in earnings (loss) of the unconsolidated entity | $ (7,609,000) | |||||||||||||||
Number of shares owned (in shares) | 175,000 | 195,000 | 195,000 | |||||||||||||
Cost of investment | $ 16,600,000 |
Deferred Costs, net (Details)
Deferred Costs, net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred loan costs | $ 2,122 | $ 1,897 |
Accumulated amortization | (1,367) | (693) |
Deferred costs, net | $ 755 | $ 1,204 |
Intangible Assets, net and In54
Intangible Assets, net and Intangible Liabilities, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets, net | |||
Cost | $ 24,050 | $ 3,233 | |
Accumulated amortization | (890) | (691) | |
Total | 23,160 | 2,542 | |
Intangible Liability, net | |||
Cost | 4,179 | 4,179 | |
Accumulated amortization | (497) | (440) | |
Total | 3,682 | 3,739 | |
Amortization of Intangible Assets | 199 | 89 | $ 90 |
Amortization of Intangible Liabilities | 57 | 56 | $ 57 |
Intangible Assets | |||
2,016 | 320 | ||
2,017 | 320 | ||
2,018 | 320 | ||
2,019 | 320 | ||
2,020 | 320 | ||
Thereafter | 21,560 | ||
Total | 23,160 | 2,542 | |
Intangible Liabilities | |||
2,016 | 57 | ||
2,017 | 57 | ||
2,018 | 57 | ||
2,019 | 57 | ||
2,020 | 57 | ||
Thereafter | 3,397 | ||
Total | $ 3,682 | $ 3,739 |
Indebtedness, net (Details)
Indebtedness, net (Details) | Dec. 15, 2015USD ($)extension | Nov. 23, 2015USD ($)extension | Mar. 09, 2015USD ($)extension | Nov. 07, 2014USD ($)extension | Mar. 01, 2014USD ($)extension | Feb. 24, 2014USD ($) | Dec. 31, 2015USD ($)hotelextension | Nov. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 28, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 840,232,000 | $ 765,230,000 | |||||||||
Book value of collateral | 990,303,000 | ||||||||||
Indebtedness, net | $ 835,592,000 | $ 761,727,000 | |||||||||
Noncontrolling interest percent | 25.00% | 25.00% | |||||||||
St. Thomas, USVI Ritz-Carlton [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension options | 1 year | ||||||||||
Face amount of debt | $ 42,000,000 | ||||||||||
Bardessono Hotel and Spa [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension options | 1 year | ||||||||||
Face amount of debt | $ 40,000,000 | ||||||||||
Pier House Resort [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.90% | ||||||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension options | 1 year | ||||||||||
Face amount of debt | $ 69,000,000 | ||||||||||
LIBOR [Member] | St. Thomas, USVI Ritz-Carlton [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.95% | ||||||||||
LIBOR [Member] | Bardessono Hotel and Spa [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.95% | ||||||||||
Mortgage loan 3 [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Mortgage Loan 9 [Member] | Capital Hilton and Hilton La Jolla Torrey Pines [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ownership percentage by parent | 75.00% | ||||||||||
Mortgage Loan 9 [Member] | Hilton [Member] | Capital Hilton and Hilton La Jolla Torrey Pines [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Noncontrolling interest percent | 25.00% | ||||||||||
Mortgages [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 840,232,000 | $ 40,000,000 | $ 70,000,000 | $ 765,230,000 | $ 80,000,000 | ||||||
LIBOR rate | 0.43% | 0.171% | |||||||||
Book value of collateral | $ 1,091,479,000 | $ 990,303,000 | |||||||||
Deferred loan costs, net | (4,640,000) | (3,503,000) | |||||||||
Indebtedness, net | $ 835,592,000 | 761,727,000 | |||||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension options | 1 year | ||||||||||
Mortgages [Member] | Sofitel Chicago [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt | $ 80,000,000 | ||||||||||
Mortgages [Member] | LIBOR [Member] | Sofitel Chicago [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.30% | ||||||||||
Mortgages [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Mortgages [Member] | Mortgage loan 1 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 1 | ||||||||||
Long-term debt, gross | $ 0 | 69,000,000 | |||||||||
Book value of collateral | $ 0 | 92,702,000 | |||||||||
Mortgages [Member] | Mortgage loan 1 [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.90% | ||||||||||
Mortgages [Member] | Mortgage loan 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 1 | ||||||||||
Long-term debt, gross | $ 80,000,000 | 80,000,000 | |||||||||
Book value of collateral | $ 142,656,000 | 148,206,000 | |||||||||
Mortgages [Member] | Mortgage loan 2 [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.30% | ||||||||||
Mortgages [Member] | Mortgage loan 3 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 1 | ||||||||||
Long-term debt, gross | $ 70,000,000 | $ 70,000,000 | 0 | ||||||||
Book value of collateral | $ 90,957,000 | 0 | |||||||||
Number of extension options | extension | 3 | ||||||||||
Term of extension options | 1 year | ||||||||||
Mortgages [Member] | Mortgage loan 3 [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Mortgages [Member] | Mortgage loan 4 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 1 | ||||||||||
Interest rate | 5.91% | ||||||||||
Long-term debt, gross | $ 33,381,000 | 33,860,000 | |||||||||
Book value of collateral | $ 93,856,000 | 98,613,000 | |||||||||
Mortgages [Member] | Mortgage loan 5 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 2 | ||||||||||
Interest rate | 5.95% | ||||||||||
Long-term debt, gross | $ 122,374,000 | 124,111,000 | |||||||||
Book value of collateral | $ 136,812,000 | 139,584,000 | |||||||||
Mortgages [Member] | Mortgage Loan 6 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 3 | ||||||||||
Interest rate | 5.95% | ||||||||||
Long-term debt, gross | $ 249,020,000 | 252,556,000 | |||||||||
Book value of collateral | $ 262,411,000 | 264,817,000 | |||||||||
Mortgages [Member] | Mortgage Loan 7 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 1 | ||||||||||
Long-term debt, gross | $ 40,000,000 | 0 | |||||||||
Book value of collateral | $ 61,329,000 | 0 | |||||||||
Mortgages [Member] | Mortgage Loan 7 [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.95% | ||||||||||
Mortgages [Member] | Mortgage Loan 8 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 1 | ||||||||||
Long-term debt, gross | $ 42,000,000 | 0 | |||||||||
Book value of collateral | $ 63,886,000 | 0 | |||||||||
Mortgages [Member] | Mortgage Loan 8 [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.95% | ||||||||||
Mortgages [Member] | Mortgage Loan 9 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 2 | ||||||||||
Long-term debt, gross | $ 195,359,000 | 197,605,000 | |||||||||
Book value of collateral | $ 239,572,000 | 246,381,000 | |||||||||
Number of extension options | extension | 2 | ||||||||||
Term of extension options | 1 year | ||||||||||
Face amount of debt | $ 198,000,000 | ||||||||||
Term of debt instrument | 5 years | ||||||||||
Mortgages [Member] | Mortgage Loan 9 [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.65% | 2.65% | |||||||||
Mortgages [Member] | TIF Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral (in hotels) | hotel | 1 | ||||||||||
Interest rate | 12.85% | ||||||||||
Long-term debt, gross | $ 8,098,000 | 8,098,000 | |||||||||
Book value of collateral | 0 | 0 | |||||||||
Mortgages [Member] | Refinanced Mortgage Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Indebtedness, net | $ 195,700,000 | ||||||||||
Face amount of debt | $ 197,800,000 | ||||||||||
Line of Credit [Member] | Senior Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 0 | 0 | |||||||||
Book value of collateral | 0 | $ 0 | |||||||||
Borrowing capacity | 150,000,000 | ||||||||||
Possible expansion | $ 300,000,000 | ||||||||||
Number of extension options | extension | 2 | ||||||||||
Term of extension options | 1 year | ||||||||||
Extension fee | 0.25% | ||||||||||
Line of Credit [Member] | Senior Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Line of Credit [Member] | Senior Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.75% | ||||||||||
Line of Credit [Member] | Senior Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.25% | ||||||||||
Line of Credit [Member] | Senior Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
Line of Credit [Member] | Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing capacity | $ 15,000,000 |
Indebtedness, net (Details 1)
Indebtedness, net (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 88,646 | |
2,017 | 564,541 | |
2,018 | 187,045 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Long-term debt, gross | $ 840,232 | $ 765,230 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($) | Jul. 31, 2015USD ($)derivative_instrument | Mar. 31, 2015USD ($) | Nov. 30, 2014USD ($) | Feb. 28, 2014USD ($) | Sep. 30, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Nov. 07, 2014USD ($) | Mar. 01, 2014USD ($) | |
Derivative [Line Items] | ||||||||||||
Long-term debt, gross | $ 840,232 | $ 840,232 | $ 765,230 | |||||||||
Derivative assets | 753 | 753 | 35 | |||||||||
Unrealized loss on derivatives | 3,252 | 111 | $ 36 | |||||||||
Foreign Exchange Option [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Cost of derivative | 372 | |||||||||||
Derivative assets | 117 | 117 | 0 | |||||||||
Unrealized loss on derivatives | (195) | |||||||||||
Mortgages [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Long-term debt, gross | 840,232 | $ 40,000 | $ 70,000 | $ 80,000 | 840,232 | 765,230 | ||||||
Mortgages [Member] | Mortgage Loan 9 [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Long-term debt, gross | 195,359 | 195,359 | $ 197,605 | |||||||||
Face amount of debt | $ 198,000 | |||||||||||
Pier House Resort [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Face amount of debt | $ 69,000 | |||||||||||
Interest Rate Cap [Member] | Mortgages [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Long-term debt, gross | 42,000 | 42,000 | ||||||||||
Interest Rate Cap [Member] | Derivative Assets [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative assets | 58 | 58 | ||||||||||
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional amount | $ 43,500 | $ 40,000 | $ 56,000 | $ 148,500 | $ 80,000 | $ 69,000 | $ 43,500 | |||||
Strike rate | 2.00% | 2.50% | 4.50% | 4.00% | 1.50% | 1.80% | 2.00% | |||||
Cost of derivative | $ 41 | $ 69 | $ 8 | $ 33 | $ 93 | $ 19 | ||||||
Interest Rate Floor [Member] | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional amount | $ 3,000,000 | |||||||||||
Floor interest rate | (0.25%) | |||||||||||
Cost of derivative | $ 3,500 | |||||||||||
Derivative assets | $ 577 | $ 577 | ||||||||||
Number of derivative instruments held | derivative_instrument | 2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Significance of current credit spreads to level 3 input considerations | 10.00% | ||
Derivative Asset, Fair Value Disclosure | $ 753 | ||
Assets, Fair Value Disclosure | 11,130 | ||
Derivative assets | 753 | $ 35 | |
Gain (Loss) Recognized in Income | (9,793) | (111) | $ (36) |
Interest rate derivatives and options on futures contracts | (3,252) | (111) | (36) |
Unrealized loss on investment in Ashford Inc. | (7,609) | 0 | 0 |
Realized gain on marketable securities | 1,068 | 0 | 0 |
Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non Derivative Asset | 10,377 | ||
Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (11,317) | (111) | (36) |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value Disclosure | 117 | ||
Assets, Fair Value Disclosure | 10,494 | ||
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non Derivative Asset | 10,377 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value Disclosure | 636 | ||
Assets, Fair Value Disclosure | 636 | ||
Fair Value, Inputs, Level 2 [Member] | Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non Derivative Asset | 0 | ||
US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 53 | 0 | 0 |
Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 560 | 0 | 0 |
Interest Rate Derivatives [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 636 | ||
Gain (Loss) Recognized in Income | (3,057) | (111) | (36) |
Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | ||
Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 636 | 35 | |
Interest Rate Derivatives [Member] | Fair Value Measurements Recurring [Member] | Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 35 | ||
Foreign Exchange Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 117 | 0 | |
Gain (Loss) Recognized in Income | (195) | 0 | 0 |
Interest rate derivatives and options on futures contracts | 195 | ||
Foreign Exchange Option [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 117 | ||
Foreign Exchange Option [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | ||
Put Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (1,017) | 0 | 0 |
Put Option [Member] | Short [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 680 | 0 | 0 |
Call Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 23 | 0 | 0 |
Call Option [Member] | Short [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | 844 | 0 | 0 |
Ashford Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | (7,609) | 0 | 0 |
American Depositary Receipts [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (Loss) Recognized in Income | $ (75) | $ 0 | $ 0 |
Summary of Fair Value of Fina59
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Financial assets and liabilities measured at fair value: | ||||
Investment in Ashford Inc., at fair value | $ 10,377 | $ 0 | ||
Derivative assets, Carrying value | 753 | 35 | ||
Derivative assets, Estimated fair value | 753 | 35 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 105,039 | 171,439 | $ 143,776 | $ 20,313 |
Cash and cash equivalents, Estimated fair value | 105,039 | 171,439 | ||
Restricted cash, Carrying value | 33,135 | 29,646 | ||
Restricted cash, Estimated fair value | 33,135 | 29,646 | ||
Accounts receivable, net, Carrying value | 13,370 | 12,382 | ||
Accounts receivable, net, Estimated fair value | 13,370 | 12,382 | ||
Note receivable, Carrying value | 8,098 | 8,098 | ||
Due from related party, net, Carrying value | 371 | 541 | ||
Due from related party, net, Estimated Fair Value | 371 | 541 | ||
Due from third-party hotel managers, Carrying value | 10,722 | 5,504 | ||
Due from third-party hotel managers, Estimated fair value | 10,722 | 5,504 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Carrying value | 840,232 | 765,230 | ||
Accounts payable and accrued expenses, Carrying value | 43,568 | 29,273 | ||
Accounts payable and accrued expenses, Estimated fair value | 43,568 | 29,273 | ||
Dividends payable, Carrying value | 3,439 | 1,425 | ||
Dividends payable, Estimated fair value | 3,439 | 1,425 | ||
Due to Ashford Trust OP, net, Carrying value | 528 | 896 | ||
Due to Ashford Trust, OP, net, Estimated fair value | 528 | 896 | ||
Due to Ashford Inc., Carrying value | 6,369 | 2,546 | ||
Due to Ashford Inc., Estimated fair value | 6,369 | 2,546 | ||
Due to third-party hotel managers, Carrying value | 1,158 | 954 | ||
Due to third-party hotel managers, Estimated fair value | 1,158 | 954 | ||
Maximum [Member] | ||||
Financial assets not measured at fair value: | ||||
Note receivable, Estimated fair value | 10,120 | 11,378 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | 885,379 | 826,359 | ||
Minimum [Member] | ||||
Financial assets not measured at fair value: | ||||
Note receivable, Estimated fair value | 9,157 | 10,295 | ||
Financial liabilities not measured at fair value: | ||||
Indebtedness, Estimated fair value | $ 801,058 | $ 747,659 |
Summary of Fair Value of Fina60
Summary of Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum maturity term of financial assets (less than) | 90 days | |
Note receivable, Carrying value | $ 8,098 | $ 8,098 |
Long-term debt, gross | $ 840,232 | $ 765,230 |
Minimum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 13.10% | 27.10% |
Total indebtedness fair value variance from carrying value (as a percent) | 95.30% | 97.70% |
Maximum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable fair value variance from carrying value (as a percent) | 25.00% | 40.50% |
Total indebtedness fair value variance from carrying value (as a percent) | 105.40% | 108.00% |
Commitments and Contingencies61
Commitments and Contingencies (Details) - Leases [Member] $ in Thousands | Dec. 31, 2015USD ($) |
Other Commitments [Line Items] | |
2,016 | $ 3,339 |
2,017 | 3,185 |
2,018 | 3,114 |
2,019 | 3,125 |
2,020 | 3,154 |
Thereafter | 97,368 |
Total | $ 113,285 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)ground_leaseextension | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Management Fees [Member] | |||
Commitments and Contingencies [Line Items] | |||
Portion of project management fees to project costs | 4.00% | ||
Leases [Member] | |||
Commitments and Contingencies [Line Items] | |||
Number of ground leases under operating leases | ground_lease | 3 | ||
Number of extension options | extension | 2 | ||
Term of lease extension option | 25 years | ||
Lease rent expense | $ 4,700,000 | $ 3,500,000 | $ 3,000,000 |
Lease rent expense, contingent rent | 1,800,000 | $ 1,100,000 | $ 729,000 |
Capital Commitments [Member] | |||
Commitments and Contingencies [Line Items] | |||
Capital commitment related to general capital improvement | $ 5,700,000 | ||
Period of capital commitment related to general capital improvement | 12 months | ||
Minimum [Member] | Restricted Cash [Member] | |||
Commitments and Contingencies [Line Items] | |||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 4.00% | ||
Minimum [Member] | Management Fees [Member] | |||
Commitments and Contingencies [Line Items] | |||
Monthly property management fee, Minimum | $ 10,000 | ||
Property Management Fee, Percent Fee | 3.00% | ||
Maximum [Member] | Restricted Cash [Member] | |||
Commitments and Contingencies [Line Items] | |||
Escrow reserve for capital improvements as percentage of gross revenues, minimum | 5.00% | ||
Maximum [Member] | Management Fees [Member] | |||
Commitments and Contingencies [Line Items] | |||
Property Management Fee, Percent Fee | 7.00% |
Redeemable Noncontrolling Int63
Redeemable Noncontrolling Interests in Operating Partnership (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 27, 2015 | May. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2012 | |
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest percent | 25.00% | 25.00% | |||||
Redeemable noncontrolling interests in operating partnership | $ 61,781 | $ 149,555 | |||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 393 | (496) | $ 7,080 | ||||
Redemption value adjustments | 17,444 | 7,750 | (55,961) | ||||
Cash distributions declared | 2,200 | 1,800 | $ 439 | ||||
Units redeemed value | $ (63,343) | ||||||
Long Term Incentive Plan Units [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Vesting period | 3 years | ||||||
Units issued (in shares) | 365,000 | ||||||
Vested (in shares) | 106,000 | ||||||
Forfeited (in shares) | 0 | ||||||
Allocated compensation expense | $ 1,400 | $ 1,900 | |||||
Unamortized cost | $ 1,900 | ||||||
Unamortized cost, period of recognition | 2 years 2 months 12 days | ||||||
Summary of the activity of the operating partnership units | |||||||
Units outstanding at beginning of year (in shares) | 8,955,000 | 8,776,000 | 0 | ||||
Units issued in connection with spin-off (in shares) | 0 | 0 | 8,776,000 | ||||
Units issued (in shares) | 10,000 | 355,000 | 0 | ||||
Units redeemed for shares of common stock (in shares) | (4,245,000) | 0 | 0 | ||||
Units redeemed for cash of $5,856 in 2015 and $3,074 in 2014 (in shares) | (345,000) | (176,000) | 0 | ||||
Units outstanding at end of year (in shares) | 4,375,000 | 8,955,000 | 8,776,000 | ||||
Units convertible/redeemable at end of year (in shares) | 3,967,000 | 8,259,000 | 0 | ||||
Long Term Incentive Plan Units [Member] | Advisory Services Fee [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Allocated compensation expense | $ 1,300 | $ 1,900 | |||||
Long Term Incentive Plan Units [Member] | Corporate General and Administrative Expense [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Allocated compensation expense | $ 101 | $ 49 | |||||
Operating Partnership Units [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Redemption/conversion of operating partnership units (in shares) | 345,000 | 176,000 | |||||
Units redeemed value | $ 5,900 | $ 3,100 | |||||
Partner's capital account redemption price | $ 16.97 | $ 17.43 | |||||
Temporary Equity Shares Converted | 100,000 | ||||||
Temporary Equity Conversion Fair value | $ 1,600 | ||||||
Ashford Prime OP [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest percent | 12.75% | 25.88% | |||||
Redemption value adjustments | $ 12,500 | $ 47,300 | |||||
Redeemable Noncontrolling Interest in Operating Partnership | |||||||
Noncontrolling Interest [Line Items] | |||||||
Redeemable noncontrolling interests in operating partnership | 61,781 | 149,555 | $ 159,726 | $ 0 | |||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (393) | 496 | $ (7,080) | ||||
Units redeemed value | 69,198 | 3,074 | |||||
Redeemable Noncontrolling Interest in Operating Partnership | Long Term Incentive Plan Units [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Units redeemed value | $ 5,856 | $ 3,074 | |||||
Share-based Compensation Award, Tranche One [Member] | Long Term Incentive Plan Units [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Units Which Have Not Reached Full Economic Parity With The Common Units Shares | 3,000 | ||||||
Share-based Compensation Award, Tranche Two [Member] | Long Term Incentive Plan Units [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Units Which Have Not Reached Full Economic Parity With The Common Units Shares | 6,000 | ||||||
Ashford Hospitality Trust, Inc. [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Distribution of Shares | 4,100,000 | ||||||
Redeemable Noncontrolling Interest, Equity, Common, Fair Value | $ 61,700 | ||||||
Interest in operating partnership | 0.00% |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2015USD ($) | Jun. 09, 2015USD ($)$ / sharesshares | Feb. 04, 2014$ / shares | Feb. 04, 2014USD ($)$ / sharesshares | Jan. 21, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)hotelshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($)hotelshares | Oct. 27, 2014USD ($) |
Class of Stock [Line Items] | ||||||||||
Dividends declared - common stock | $ 9,428 | $ 5,031 | $ 806 | |||||||
Purchase of common stock | $ 8,216 | $ 16,108 | ||||||||
Noncontrolling interest percent | 25.00% | 25.00% | 25.00% | |||||||
Number of hotel properties with JV interests | hotel | 2 | 2 | ||||||||
Noncontrolling interest in consolidated entity | $ (5,813) | $ (4,461) | $ (5,813) | |||||||
Income from consolidated entities attributable to noncontrolling interests | (2,414) | (1,103) | (934) | |||||||
Accumulated Deficit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Dividends declared - common stock | 9,428 | 5,031 | $ 806 | |||||||
Purchase of common stock | $ 876 | $ 1,784 | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 200,000 | |||||||||
Issuance of stock (in dollars per share) | $ / shares | $ 15.52 | |||||||||
Gross proceeds from issuance of stock | $ 3,100 | |||||||||
Net proceeds from issuance of stock | $ 3,102 | |||||||||
IPO [Member] | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 8,000,000 | |||||||||
Issuance of stock (in dollars per share) | $ / shares | $ 16.50 | |||||||||
Proceeds from IPO | $ 132,000 | |||||||||
Additional public offering underwriter term | 30 days | |||||||||
Over-Allotment Option [Member] | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | shares | 1,200,000 | |||||||||
Issuance of stock (in dollars per share) | $ / shares | $ 16.50 | $ 16.50 | ||||||||
Net proceeds from issuance of stock | $ 143,900 | |||||||||
Stock Repurchase Program [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Authorized amount | $ 100,000 | |||||||||
Purchase of common stock (in shares) | shares | 471,064 | 1,400,000 | ||||||||
Purchase of common stock | $ 8,100 | $ 24,200 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2015 | Nov. 19, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Restricted Stock [Member] | |||||
Shares | |||||
Outstanding at beginning of year (in shares) | 0 | 94,000 | 84,000 | 0 | |
Granted (in shares) | 45,000 | 64,000 | 16,000 | ||
Issued in connection with spin-off (in shares) | 0 | 0 | 84,000 | ||
Issued in connection with Ashford Trust’s distribution (in shares) | 60,000 | 0 | 0 | ||
Vested (in shares) | (16,000) | (57,000) | (53,000) | (16,000) | |
Forfeited (in shares) | (2,000) | (1,000) | 0 | ||
Outstanding at end of year (in shares) | 140,000 | 94,000 | 84,000 | ||
Weighted Average Price at Grant | |||||
Outstanding at beginning of year (in dollars per share) | $ 0 | $ 18.11 | $ 21.35 | $ 0 | |
Granted (in dollars per share) | 16.50 | 15.45 | 21.35 | ||
Issued in connection with spin-off (in dollars per share) | 0 | 0 | 21.35 | ||
Issued in connection with Ashford Trust’s distribution (in dollars per share) | 14.90 | 0 | 0 | ||
Vested (in dollars per share) | 18.66 | 19.91 | 21.35 | ||
Forfeited (in dollars per share) | 17.50 | 21.35 | 0 | ||
Outstanding at end of year (in dollars per share) | $ 16.01 | $ 18.11 | $ 21.35 | ||
Restricted stock fair value | $ 938 | ||||
Intrinsic value of outstanding restricted shares | 2,000 | ||||
Unamortized cost | $ 692 | ||||
Unamortized cost, period of recognition | 2 years 6 months | ||||
Restricted Stock [Member] | Advisory Services Fee [Member] | Employees [Member] | |||||
Weighted Average Price at Grant | |||||
Allocated compensation expense | $ 343 | $ 216 | |||
Restricted Stock [Member] | Corporate General and Administrative Expense [Member] | Independent Directors [Member] | |||||
Weighted Average Price at Grant | |||||
Allocated compensation expense | $ 153 | $ 197 | $ 342 | ||
Performance Shares [Member] | |||||
Shares | |||||
Outstanding at beginning of year (in shares) | 0 | ||||
Granted (in shares) | 350,000 | 350,000 | |||
Vested (in shares) | 0 | ||||
Forfeited (in shares) | 0 | ||||
Outstanding at end of year (in shares) | 350,000 | 0 | |||
Weighted Average Price at Grant | |||||
Outstanding at beginning of year (in dollars per share) | $ 0 | ||||
Granted (in dollars per share) | 18.40 | ||||
Vested (in dollars per share) | 0 | ||||
Forfeited (in dollars per share) | 0 | ||||
Outstanding at end of year (in dollars per share) | $ 18.40 | $ 0 | |||
Intrinsic value of outstanding restricted shares | $ 16,200 | ||||
Unamortized cost | $ 12,600 | ||||
Unamortized cost, period of recognition | 2 years | ||||
Performance Shares [Member] | Minimum [Member] | |||||
Weighted Average Price at Grant | |||||
Award performance target | 0.00% | ||||
Performance Shares [Member] | Maximum [Member] | |||||
Weighted Average Price at Grant | |||||
Award performance target | 200.00% | ||||
Performance Shares [Member] | Advisory Services Fee [Member] | |||||
Weighted Average Price at Grant | |||||
Allocated compensation expense | $ 1,900 | ||||
Equity Incentive Plan 2013 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized to grant | 2,100,000 | ||||
Shares available for future issuance | 1,600,000 |
5.5% Series A Cumulative Conver
5.5% Series A Cumulative Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Dec. 04, 2015$ / shares | Jun. 10, 2015 | Jun. 09, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Class of Stock [Line Items] | ||||||
Underwriting discount | $ | $ 1,500 | |||||
Preferred stock conversion rate | 1.3228 | |||||
Preferred dividends | $ | $ 1,986 | $ 0 | $ 0 | |||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares issued (in shares) | shares | 2,600,000 | |||||
Preferred stock dividend rate | 5.50% | 5.50% | ||||
Issuance of preferred stock (in dollars per share) | $ 25 | |||||
Issuance of preferred stock, net of discount (in dollars per share) | $ 24.4125 | |||||
Net proceeds from issuance of stock | $ | $ 62,300 | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares issued (in shares) | shares | 2,600,000 | 2,600,000 | ||||
Preferred stock dividend rate | 5.50% | 5.50% | 5.50% | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||
Preferred stock, shares outstanding (in shares) | shares | 2,600,000 | 2,600,000 | ||||
Average redemption price (in dollars per share) | $ 18.90 | |||||
Threshold Consecutive Trading Days | 45 days | |||||
Threshold Trading Days Ending Prior to Notice of Conversion | 3 days | |||||
Annual preferred stock dividend | $ 1.375 | |||||
Preferred dividends | $ | $ 2,000 | |||||
Minimum [Member] | Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percent of conversion price | 110.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at federal statutory income tax rate of 35% | $ (1,727) | $ (2,299) | $ (1,838) |
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State income tax expense, net of federal income tax benefit | $ (117) | $ (279) | $ (164) |
State and local income tax expense on pass-through entity subsidiaries | (86) | (56) | (161) |
Gross receipts and margin taxes | (170) | (193) | (177) |
Other | (40) | (2) | (65) |
Valuation allowance | 1,877 | 1,732 | 62 |
Total income tax expense | $ (263) | $ (1,097) | $ (2,343) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ (1,067) | $ (824) | $ (2,043) |
State | (252) | (315) | (504) |
Foreign | (37) | 0 | 0 |
Total current | (1,356) | (1,139) | (2,547) |
Deferred: | |||
Federal | 953 | 76 | 178 |
State | 140 | (34) | 26 |
Foreign | 0 | 0 | 0 |
Total deferred | 1,093 | 42 | 204 |
Total income tax expense | $ (263) | $ (1,097) | $ (2,343) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ||||
Tax intangibles basis greater than book basis | $ 1,214 | $ 17 | ||
Allowance for doubtful accounts | 20 | 19 | ||
Unearned income | 108 | 134 | ||
Unfavorable management contract liability | 63 | 126 | ||
Federal and state net operating losses | 22,672 | 1,978 | ||
Other | 8 | 0 | ||
Accrued expenses | 256 | 743 | ||
Tax property basis greater than book basis | 4,429 | 1,575 | ||
Prepaid expenses | (1,158) | (1,156) | ||
Net deferred tax asset | 27,612 | 3,436 | ||
Valuation allowance | (27,022) | (3,939) | $ (3,920) | $ (2,202) |
Net deferred tax asset | $ 590 | |||
Net deferred liability | $ (503) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summarizes the changes in the valuation allowance | |||
Balance at beginning of year | $ 3,939 | $ 3,920 | $ 2,202 |
Additions | 25,043 | 1,945 | 1,867 |
Deductions | (1,960) | (1,926) | (149) |
Balance at end of year | $ 27,022 | $ 3,939 | $ 3,920 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended | |||||
Dec. 31, 2015USD ($)hotel$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)hotel | Nov. 19, 2013hotel | Nov. 18, 2013hotel | Dec. 31, 2012USD ($)hotel | |
Income Tax Examination [Line Items] | ||||||
Number of hotel properties | hotel | 12 | |||||
Net book income before income taxes | $ 6,000,000 | $ 6,600,000 | $ 5,500,000 | |||
Income tax interest and penalties expense | 0 | 3,000 | 0 | |||
Income tax interest and penalties accrued | 0 | 0 | ||||
Valuation allowance | 27,022,000 | 3,939,000 | 3,920,000 | $ 2,202,000 | ||
Release of valuation allowance and corresponding non-cash income tax benefit realized | 1,900,000 | |||||
Deferred income tax expense (benefit) | 1,093,000 | $ 42,000 | $ 204,000 | |||
Net operating loss carryforwards | $ 62,200,000 | |||||
Leased by Wholly-Owned or Majority-Owned Taxable REIT Subsidiaries [Member] | ||||||
Income Tax Examination [Line Items] | ||||||
Number of hotel properties | hotel | 11 | |||||
Wholly Owned Properties [Member] | ||||||
Income Tax Examination [Line Items] | ||||||
Number of hotel properties | hotel | 10 | 6 | 6 | 6 | 8 | |
Majority Owned Properties [Member] | ||||||
Income Tax Examination [Line Items] | ||||||
Number of hotel properties | hotel | 2 | 2 | ||||
Virgin Islands Bureau of Internal Revenue [Member] | Foreign Tax Authority [Member] | ||||||
Income Tax Examination [Line Items] | ||||||
Income Tax Holiday, Aggregate Dollar Amount | $ 332,000 | |||||
Income Tax Holiday, Income Tax Benefits Per Share | $ / shares | $ 0.01 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Nov. 19, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income (loss) attributable to common stockholders—Basic and diluted: | ||||||||||||
Net income (loss) attributable to the Company | $ (6,390) | $ (6,840) | $ 6,724 | $ (206) | $ (2,052) | $ 3,372 | $ 3,497 | $ (2,878) | $ (6,712) | $ 1,939 | $ (11,782) | |
Undistributed net loss allocated to common stockholders | (18,126) | (3,092) | (12,588) | |||||||||
Distributed and undistributed net income (loss)—basic | (8,844) | 1,921 | (11,786) | |||||||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 0 | 496 | 0 | |||||||||
Distributed and undistributed net income (loss)—diluted | $ (8,844) | $ 2,417 | $ (11,786) | |||||||||
Weighted average common shares outstanding: | ||||||||||||
Weighted average common shares outstanding – basic (in shares) | 16,000 | 25,888 | 24,473 | 16,045 | ||||||||
Effect of assumed conversion of operating partnership units (in shares) | 0 | 8,852 | 0 | |||||||||
Weighted average common shares outstanding – diluted (in shares) | 28,331 | 27,162 | 24,773 | 24,070 | 24,954 | 34,429 | 34,396 | 22,308 | 25,888 | 33,325 | 16,045 | |
Income (loss) per share—basic: | ||||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.34) | $ 0.08 | $ (0.73) | |||||||||
Income (loss) per share—diluted: | ||||||||||||
Net income (loss) allocated to common stockholders per share (in dollars per share) | $ (0.26) | $ (0.29) | $ 0.27 | $ (0.01) | $ (0.08) | $ 0.13 | $ 0.14 | $ (0.13) | $ (0.34) | $ 0.07 | $ (0.73) | |
Preferred Stock [Member] | ||||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | ||||||||||||
Dividends | $ (1,986) | $ 0 | $ 0 | |||||||||
Common Stock | ||||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | ||||||||||||
Dividends | (9,282) | (5,013) | (802) | |||||||||
Performance Shares [Member] | ||||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | ||||||||||||
Dividends | (105) | 0 | 0 | |||||||||
Restricted Stock [Member] | ||||||||||||
Net income (loss) attributable to common stockholders—Basic and diluted: | ||||||||||||
Dividends | $ (41) | $ (18) | $ (4) |
Income (Loss) Per Share (Deta73
Income (Loss) Per Share (Details 1) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Nov. 19, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends to Series B Preferred Stock | $ 1,986 | $ 0 | ||
Total | $ 1,739 | $ 18 | $ (3) | |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 8,900,000 | 8,654,000 | 57,000 | 8,860,000 |
Restricted Stock [Member] | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Income allocated to unvested restricted shares | $ 41 | $ 18 | $ 4 | |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 84,000 | 51,000 | 57,000 | 84,000 |
Performance Shares [Member] | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Income allocated to unvested restricted shares | $ 105 | $ 0 | $ 0 | |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 52,000 | 0 | 0 | |
Operating Partnership Units [Member] | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Loss attributable to redeemable noncontrolling interests in operating partnership | $ (393) | $ 0 | $ (7) | |
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 8,800,000 | 6,642,000 | 0 | 8,776,000 |
Preferred Stock [Member] | ||||
Net income (loss) allocated to common stockholders is not adjusted for: | ||||
Dividends to Series B Preferred Stock | $ 0 | |||
Weighted average diluted shares are not adjusted for: | ||||
Antidilutive securities excluded (in shares) | 1,909,000 | 0 | 0 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 31, 2015USD ($)$ / sharesshares | Jun. 10, 2015 | Dec. 31, 2015USD ($)hotelshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Related Party Transaction [Line Items] | |||||
Number of hotel properties | hotel | 12 | ||||
Advisory services fee | $ 17,889 | $ 12,534 | $ 1,047 | ||
Due to Ashford Trust OP, net | 528 | 896 | |||
Due from related party, net | 371 | 541 | |||
Due to Ashford Inc. | $ 6,369 | 2,546 | |||
Ashford Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares owned (in shares) | shares | 175 | 195 | |||
Share price (in dollars per share) | $ / shares | $ 95 | ||||
Term of Volume Weighted Average Share Price | 120 days | ||||
Cost of investment | $ 16,600 | ||||
Management Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Portion of project management fees to project costs | 4.00% | ||||
Remington Lodging [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum percentage of project budget to be paid as market service fees | 16.50% | ||||
Number of hotel properties | hotel | 2 | ||||
Property management fees, including incentive property management fees | $ 1,313 | 747 | 0 | ||
Market service and project management fees | 1,645 | 1,126 | 2,118 | ||
Corporate general and administrative expenses | 98 | 50 | 0 | ||
Total | $ 3,056 | 1,923 | 2,118 | ||
Ashford Hospitality Advisors LLC [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory Services, Quarterly Base Fee | 0.70% | ||||
Ashford Hospitality Advisors LLC [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total Market Capitalization | $ 6,000,000 | ||||
Ashford Trust and Ashford Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 17,889 | 12,534 | 1,047 | ||
Base Fee [Member] | Ashford Trust and Ashford Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 8,648 | 8,739 | 878 | ||
Reimbursable Expenses [Member] | Ashford Trust and Ashford Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 1,827 | 1,690 | 53 | ||
Equity-Based Compensation [Member] | Ashford Trust and Ashford Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | 3,592 | 2,105 | 116 | ||
Incentive Management Fee [Member] | Ashford Trust and Ashford Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fee | $ 3,822 | $ 0 | $ 0 | ||
Ashford LLC [Member] | Affiliated Entity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Term of Advisory Agreement | 10 years | ||||
Renewal Term of Advisory Agreement | 5 years |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2015hotel | |
Concentration Risk [Line Items] | |
Number of hotel properties | 12 |
Seattle, WA [Member] | Geographic Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Number of hotel properties | 2 |
Revenues [Member] | Generated Excess of 10% of Total [Member] | |
Concentration Risk [Line Items] | |
Number of hotel properties | 5 |
Concentration risk | 60.00% |
Revenues [Member] | Seattle, WA [Member] | Geographic Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Concentration risk | 15.00% |
Selected Financial Quarterly 77
Selected Financial Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 88,160 | $ 90,759 | $ 92,837 | $ 77,789 | $ 76,751 | $ 84,784 | $ 83,967 | $ 61,806 | $ 349,545 | $ 307,308 | $ 233,496 |
Total operating expenses | 82,773 | 77,503 | 73,763 | 69,530 | 67,288 | 70,086 | 69,153 | 57,031 | 303,569 | 263,558 | 214,086 |
Operating income | 5,387 | 13,256 | 19,074 | 8,259 | 9,463 | 14,698 | 14,814 | 4,775 | 45,976 | 43,750 | 19,410 |
Net income (loss) | (6,108) | (7,282) | 9,124 | (425) | (925) | 4,389 | 4,525 | (4,451) | (4,691) | 3,538 | (17,928) |
Net income (loss) attributable to the Company | (6,390) | (6,840) | 6,724 | (206) | $ (2,052) | $ 3,372 | $ 3,497 | $ (2,878) | (6,712) | 1,939 | (11,782) |
Net income (loss) attributable to common stockholders | $ (7,283) | $ (7,735) | $ 6,526 | $ (206) | $ (8,698) | $ 1,939 | $ (11,782) | ||||
Diluted income (loss) attributable to common stockholders per share (in dollars per share) | $ (0.26) | $ (0.29) | $ 0.27 | $ (0.01) | $ (0.08) | $ 0.13 | $ 0.14 | $ (0.13) | $ (0.34) | $ 0.07 | $ (0.73) |
Weighted average diluted common shares (in shares) | 28,331 | 27,162 | 24,773 | 24,070 | 24,954 | 34,429 | 34,396 | 22,308 | 25,888 | 33,325 | 16,045 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 11, 2016shares | Feb. 01, 2016$ / sharesshares | Jun. 10, 2015 |
Subsequent Event [Line Items] | |||
Preferred stock conversion rate | 1.3228 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Partnership units issued (in shares) | 4,375,000 | ||
Partnership units outstanding (in shares) | 4,375,000 | ||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred stock conversion rate | 1 | ||
Preferred stock subscription price (in dollars per share) | $ / shares | $ 0.01 | ||
Preferred stock, voting rights | 1 | ||
Limited partner ownership interest | 13.30% | ||
Preferred stock outstanding (in shares) | 0 | ||
Stock available for distribution (in shares) | 4,375,000 |
Schedule III - Real Estate an79
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 840,232 | |||
Initial Cost of Land | 227,620 | |||
Initial Cost of FF&E, Buildings and improvements | 985,029 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 102,972 | |||
Gross Carrying Amount At Close of Period, Land | 227,620 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 1,088,001 | |||
Gross Carrying Amount At Close of Period, Total | 1,315,621 | $ 1,179,345 | $ 925,507 | $ 920,968 |
Accumulated Depreciation | 224,142 | $ 189,042 | $ 160,181 | $ 149,032 |
Washington DC Hilton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 127,057 | |||
Initial Cost of Land | 45,720 | |||
Initial Cost of FF&E, Buildings and improvements | 106,245 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 28,030 | |||
Gross Carrying Amount At Close of Period, Land | 45,720 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 134,275 | |||
Gross Carrying Amount At Close of Period, Total | 179,995 | |||
Accumulated Depreciation | 38,114 | |||
La Jolla, CA Hilton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 68,302 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 114,614 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 19,699 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 134,313 | |||
Gross Carrying Amount At Close of Period, Total | 134,313 | |||
Accumulated Depreciation | 36,624 | |||
Seattle, WA Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 129,491 | |||
Initial Cost of Land | 31,888 | |||
Initial Cost of FF&E, Buildings and improvements | 112,176 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 5,698 | |||
Gross Carrying Amount At Close of Period, Land | 31,888 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 117,874 | |||
Gross Carrying Amount At Close of Period, Total | 149,762 | |||
Accumulated Depreciation | 28,143 | |||
Plano, TX Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 75,928 | |||
Initial Cost of Land | 2,725 | |||
Initial Cost of FF&E, Buildings and improvements | 93,044 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 10,132 | |||
Gross Carrying Amount At Close of Period, Land | 2,725 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 103,176 | |||
Gross Carrying Amount At Close of Period, Total | 105,901 | |||
Accumulated Depreciation | 25,734 | |||
Philadelphia PA Courtyard By Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 41,479 | |||
Initial Cost of Land | 9,814 | |||
Initial Cost of FF&E, Buildings and improvements | 94,029 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 19,967 | |||
Gross Carrying Amount At Close of Period, Land | 9,814 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 113,996 | |||
Gross Carrying Amount At Close of Period, Total | 123,810 | |||
Accumulated Depreciation | 29,953 | |||
Seattle WA Courtyard By Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 56,975 | |||
Initial Cost of Land | 17,194 | |||
Initial Cost of FF&E, Buildings and improvements | 46,711 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 5,505 | |||
Gross Carrying Amount At Close of Period, Land | 17,194 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 52,216 | |||
Gross Carrying Amount At Close of Period, Total | 69,410 | |||
Accumulated Depreciation | 13,201 | |||
San Francisco CA Courtyard By Marriott [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 65,399 | |||
Initial Cost of Land | 22,653 | |||
Initial Cost of FF&E, Buildings and improvements | 72,731 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 2,723 | |||
Gross Carrying Amount At Close of Period, Land | 22,653 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 75,454 | |||
Gross Carrying Amount At Close of Period, Total | 98,107 | |||
Accumulated Depreciation | 17,504 | |||
Key West, FL Pier House Resort [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 70,000 | |||
Initial Cost of Land | 59,731 | |||
Initial Cost of FF&E, Buildings and improvements | 33,011 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 2,594 | |||
Gross Carrying Amount At Close of Period, Land | 59,731 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 35,605 | |||
Gross Carrying Amount At Close of Period, Total | 95,336 | |||
Accumulated Depreciation | 4,379 | |||
Chicago, IL Sofitel Chicago Water Tower [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 80,000 | |||
Initial Cost of Land | 12,631 | |||
Initial Cost of FF&E, Buildings and improvements | 140,369 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 1,134 | |||
Gross Carrying Amount At Close of Period, Land | 12,631 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 141,503 | |||
Gross Carrying Amount At Close of Period, Total | 154,134 | |||
Accumulated Depreciation | 11,478 | |||
Tampa FL Renaissance [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 43,601 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 69,179 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 9,239 | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 78,418 | |||
Gross Carrying Amount At Close of Period, Total | 78,418 | |||
Accumulated Depreciation | 17,792 | |||
Yountville, CA Bardessono [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 40,000 | |||
Initial Cost of Land | 0 | |||
Initial Cost of FF&E, Buildings and improvements | 64,184 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | (1,749) | |||
Gross Carrying Amount At Close of Period, Land | 0 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 62,435 | |||
Gross Carrying Amount At Close of Period, Total | 62,435 | |||
Accumulated Depreciation | 1,106 | |||
St. Thomas, USVI Ritz-Carlton [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 42,000 | |||
Initial Cost of Land | 25,264 | |||
Initial Cost of FF&E, Buildings and improvements | 38,736 | |||
Costs Capitalized Since Acquisition, Land | 0 | |||
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements | 0 | |||
Gross Carrying Amount At Close of Period, Land | 25,264 | |||
Gross Carrying Amount at Close of Period, FF&E, Buildings and improvements | 38,736 | |||
Gross Carrying Amount At Close of Period, Total | 64,000 | |||
Accumulated Depreciation | $ 114 |
Schedule III - Real Estate an80
Schedule III - Real Estate and Accumulated Depreciation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investment in Real Estate: | |||
Beginning balance | $ 1,179,345 | $ 925,507 | $ 920,968 |
Additions | 146,828 | 265,484 | 24,119 |
Write-offs | (8,609) | (11,646) | (19,580) |
Sales/Disposals | (1,943) | 0 | 0 |
Ending balance | 1,315,621 | 1,179,345 | 925,507 |
Accumulated Depreciation: | |||
Beginning balance | 189,042 | 160,181 | 149,032 |
Depreciation expense | 43,780 | 40,507 | 30,729 |
Write-offs | (8,609) | (11,646) | (19,580) |
Sales/Disposals | (71) | 0 | 0 |
Ending balance | 224,142 | 189,042 | 160,181 |
Investment in Real Estate, net | $ 1,091,479 | $ 990,303 | $ 765,326 |
Schedule III - Real Estate an81
Schedule III - Real Estate and Accumulated Depreciation - Narrative (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years 6 months |
Minimum [Member] | Furniture, Fixtures, and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year 6 months |
Maximum [Member] | Furniture, Fixtures, and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |